REVOLVING CREDIT AGREEMENT
                          Dated as of January 16, 1998
                                      among
                            B C ZIEGLER AND COMPANY,
                                  as Borrower,
                            THE LENDERS NAMED HEREIN
                                       and
                       THE FIRST NATIONAL BANK OF CHICAGO,
                                    as Agent
                                   Arranged By
                       FIRST CHICAGO CAPITAL MARKETS, INC.
<PAGE>
                                TABLE OF CONTENTS
ARTICLE I
DEFINITIONS
ARTICLE II
THE CREDITS
2.1.   Advances
2.2.   Ratable Loans
2.3.   Types of Advances
2.4.   Facility Fee, Utilization Fee; Reductions in Aggregate Commitment
2.5.   Minimum Amount of Each Advance
2.6.   Optional Principal Payments
2.7.   Method of Requesting New Advances
2.8.   Conversion of Outstanding Advances
2.9.   Changes in Interest Rate, etc
2.10.  Rates Applicable After Default
2.11.  Method of Payment
2.12.  Telephonic Notices
2.13.  Interest Payment Dates; Interest and Fee Basis
2.14.  Notification of Advances, Interest Rates, Prepayments and Commitment
       Reductions
2.15.  Lending Installations
2.16.  Non-Receipt of Funds by the Agent
2.17.  Noteless Agreement; Evidence of Indebtedness
ARTICLE III
YIELD PROTECTION; TAXES
3.1.   Yield Protection
3.2.   Changes in Capital Adequacy Regulations
3.3.   Taxes
3.4.   Lender Statements; Survival of Indemnity
ARTICLE IV
CONDITIONS PRECEDENT
4.1.   Initial Loans
4.2.   Each Future Advance
ARTICLE V
REPRESENTATIONS AND WARRANTIES
5.1.   Corporate Existence; Conduct of Business
5.2.   Authorization and Validity
5.3.   Compliance with Laws and Contracts
5.4.   Governmental Consents
5.5.   Financial Statements
5.6.   Material Adverse Change
5.7.   Taxes
5.8.   Litigation and Contingent Obligations
5.9.   Subsidiaries
5.10.  ERISA
5.11.  Defaults
5.12.  Federal Reserve Regulations
5.13.  Investment Company Act
5.14.  Certain Fees
5.15.  Ownership of Properties
5.16.  Collateral
5.17.  Material Agreements
5.18.  Insurance
5.19.  Disclosure
ARTICLE VI
COVENANTS
6.1.   Financial Reporting
6.2.   Use of Proceeds
6.3.   Notice of Default
6.4.   Conduct of Business
6.5.   Taxes
6.6.   Insurance
6.7.   Compliance with Laws
6.8.   Maintenance of Properties
6.9.   Inspection
6.10.  Security Agreement
6.11.  Merger
6.12.  Sale of Assets
6.13.  Investments and Purchases
6.14.  Contingent Obligations
6.15.  Liens
6.16.  Affiliates
6.17.  Change in Corporate Structure; Fiscal Year
6.18.  Inconsistent Agreements
6.19.  Financial Covenants
       6.19.1      Minimum Tangible Net Worth
       6.19.2.     Net Capital Ratio
6.20.  ERISA Compliance
6.21.  Further Assurances
ARTICLE VII
DEFAULTS
7.1.   Representation or Warranty
7.2.   Non-Payment
7.3.   Specific Defaults
7.4.   Other Defaults
7.5.   Cross-Default
7.6.   Insolvency; Voluntary Proceedings
7.7.   Involuntary Proceedings
7.8.   Condemnation
7.9.   Judgments
7.10.  Security Agreement
7.11.  SIPC
7.12.  Conduct of Business
7.13.  ERISA
7.14.  Change in Control
7.15.  Official Lien
ARTICLE VIII
ACCELERATION, WAIVERS, AMENDMENTS AND REMEDIES
8.1.   Acceleration
8.2.   Amendments
8.3.   Preservation of Rights
8.4.   Remedies
ARTICLE IX
GENERAL PROVISIONS
9.1.   Survival of Representations
9.2.   Governmental Regulation
9.3.   Headings
9.4.   Entire Agreement
9.5.   Several Obligations; Benefits of this Agreement
9.6.   Expenses; Indemnification
9.7.   Numbers of Documents
9.8.   Accounting
9.9.   Severability of Provisions
9.10   Nonliability of Lenders
9.11.  CHOICE OF LAW
9.12.  CONSENT TO JURISDICTION
9.13   WAIVER OF JURY TRIAL
9.14.  Disclosure
9.15.  Counterparts
ARTICLE X
THE AGENT
10.1.  Appointment; Nature of Relationship
10.2.  Powers
10.3.  General Immunity
10.4.  No Responsibility for Loans, Recitals, etc.
10.5.  Action on Instructions of Lenders
10.6.  Employment of Agents and Counsel
10.7.  Reliance on Documents; Counsel
10.8.  Agent's Reimbursement and Indemnification
10.9.  Notice of Default
10.10.       Rights as a Lender
10.11.       Lender Credit Decision
10.12.       Successor Agent
10.13.       Agent's Fees
10.14.       Delegation to Affiliates
10.15.       Execution of Collateral Documents
10.16.       Collateral Releases
ARTICLE XI
SETOFF; RATABLE PAYMENTS
11.1.  Setoff
11.2.  Ratable Payments
ARTICLE XII
BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS
12.1.  Successors and Assigns
12.2.  Participations
       12.2.1.     Permitted Participants; Effect
       12.2.2.     Voting Rights
       12.2.3.     Benefit of Setoff
12.3.  Assignments
       12.3.1.     Permitted Assignments
       12.3.2.     Effect; Effective Date
12.4.  Dissemination of Information
12.5.  Tax Treatment
ARTICLE XIII
NOTICES
13.1.  Giving Notice
13.2.  Change of Address
                                    EXHIBITS
Exhibit A (Article I) Revolving Credit Note
Exhibit B (Article I) Master Security Agreement (Revolving Credit)
Exhibit C (Section 6.1(d)) Compliance Certificate
Exhibit D (Section 12.3.1) Assignment Agreement
                                    SCHEDULES
Schedule 1 - Lender Commitments and Addresses
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                           REVOLVING CREDIT AGREEMENT
       This REVOLVING CREDIT AGREEMENT, dated as of January 16, 1998, is
among B.C. ZIEGLER AND COMPANY, a Wisconsin corporation, the Lenders (as
hereinafter defined) and THE FIRST NATIONAL BANK OF CHICAGO, individually
and as Agent.
                                    RECITALS
       A.    The Borrower has requested the Lenders to provide it with a
revolving credit facility in the aggregate principal amount of up to
$70,000,000, the proceeds of which the Borrower will use for its general
corporate purposes, including support of the Borrower's variable rate
municipal bond program; and
       B.    The Lenders are willing to extend such credit facility on the
terms and conditions set forth herein.
       NOW, THEREFORE, in consideration of the mutual covenants and
undertakings herein contained, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the Borrower, the Lenders and the Agent hereby agree as
follows:
                                    ARTICLE I
                                   DEFINITIONS
       As used in this Agreement:
       "Advance" means a borrowing pursuant to Section 2.1 consisting of the
aggregate amount of the several Loans made on the same Borrowing Date by
the Lenders to the Borrower of the same Type.
       "Advisers Act" means the Investment Advisers Act of 1940, as amended.
       "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 owns 10% or more of any class of voting securities (or
other ownership interests) of the controlled Person or possesses, directly
or indirectly, the power to direct or cause the direction of the management
or policies of the controlled Person, whether through ownership of stock,
by contract or otherwise.
       "Agent" means First Chicago in its capacity as agent for the Lenders
pursuant to Article X, and not in its individual capacity as a Lender, and
any successor Agent appointed pursuant to Article X.
       "Aggregate Available Commitment" means, at any time, the lesser of
(a) the Aggregate Commitment at such time and (b) the Borrowing Base;
provided, however, that for purposes of Section 4.2(d), the Borrowing Base
shall be deemed to include the aggregate Loan Value of Eligible Securities
which have been purchased by the Borrower pursuant to a confirmed delivery
versus payment sale transaction, upon receipt by the Collateral Agent of
the following: (i) the seller's written transaction confirmation setting
forth its obligation to deliver such Eligible Securities upon payment of
the purchase price by the Borrower, (ii) a Collateral Transfer Request with
respect to such Eligible Securities approved by the Collateral Agent, and
(iii) the Borrower's instructions to the seller or, if such Eligible
Securities are held at DTC, to DTC, that such Eligible Securities shall be
transferred to the Securities Collateral Account.
       "Aggregate Commitment" means the aggregate of the Commitments of all
the Lenders hereunder. The initial Aggregate Commitment is $70,000,000.
       "Aggregate Debit Items" means, for any Person, as at the time of
computation thereof, the aggregate debit items of such Person at such time
as computed in accordance with the Formula for Determination of Reserve
Requirements for Brokers and Dealers, Exhibit A to Rule 15c3-3.
       "Agreement" means this Credit Agreement, as it may be amended,
supplemented or otherwise modified from time to time.
       "Agreement Accounting Principles" means generally accepted accounting
principles as in effect from time to time, applied in a manner consistent
with those used in preparing the Financial Statements; provided, however,
that for purposes of all computations required to be made with respect to
compliance by the Borrower with Section 6.19.1, such term shall mean
generally accepted accounting principles as in effect on the date hereof,
applied in a manner consistent with those used in preparing the Financial
Statements.
       "Alternate Base Rate" means, for any day, a rate of interest per
annum equal to the higher of (a) the Corporate Base Rate for such day, and
(b) the sum of the Federal Funds Effective Rate for such day plus 1/2
percent per annum.
       "Arranger" means First Chicago Capital Markets, Inc. and its
successors.
       "Article" means an article of this Agreement unless another document
is specifically referenced.
       "Authorized Officer" means any of the chief executive officer,
president, chief financial officer or treasurer of the Borrower, acting
singly.
       "Bankruptcy Code" means Title 11, United States Code, sections 1 et
seq., as the same may be amended from time to time, and any successor
thereto or replacement therefor which may be hereafter enacted.
       "Base Rate" means, for any day, the sum of (a) the Alternate Base
Rate for such day plus (b) 1/2 percent per annum.
       "Base Rate Advance" means an Advance which bears interest at the Base
Rate.
       "Base Rate Loan" means a Loan which bears interest at the Base Rate.
       "Borrower" means B.C. Ziegler and Company, a Wisconsin corporation,
and its successors and assigns.
       "Borrowing Base" means, at any time, "Borrowing Base" as defined in
the Security Agreement.
       "Borrowing Date" means a date on which an Advance is made hereunder.
       "Borrowing Notice" is defined in Section 2.7.
       "Business Day" means a day (other than a Saturday or Sunday) on which
banks generally are open in Chicago, Illinois and New York City for the
conduct of substantially all of their commercial lending activities.
       "CFTC" means the Commodities Future Trading Commission, or any
regulatory body that succeeds to the functions thereof
       "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.
       "Change" is defined in Section 3.2.
       "Closing Date" is defined in Section 4.1.
       "Code" means the Internal Revenue Code of 1986, as amended, reformed
or otherwise modified from time to time.
       "Collateral" has the meaning assigned to such term in the Security
Agreement.
       "Collateral Accounts" has the meaning assigned to such term in the
Security Agreement.
       "Collateral Agent" means First Chicago, as Collateral Agent under the
Security Agreement, and any successor collateral agent appointed pursuant
thereto.
       "Collateral Transfer Request" has the meaning assigned to such term
in the Security Agreement.
       "Commitment" means, for each Lender, the obligation of such Lender to
make Loans not exceeding the amount set forth on Schedule I hereto and as
set forth in any Notice of Assignment relating to any assignment which has
become effective pursuant to Section 12.3.2, as such amount may be modified
from time to time pursuant to the terms hereof.
       "Condemnation" is defined in Section 7.8.
       "Consolidated" or "consolidated", when used in connection with any
calculation, means a calculation to be determined on a consolidated basis
for the Borrower and its Subsidiaries (if any) in accordance with Agreement
Accounting Principles.
       "Contingent Obligation" of a Person means any agreement, undertaking
or arrangement by which such Person assumes, guarantees, endorses,
contingently agrees to purchase or provide funds for the payment of, or
otherwise becomes or is contingently liable upon, the obligation or
liability of any other Person, or agrees to maintain the net worth or
working capital or other financial condition of any other Person, or
otherwise assures any creditor of such other Person against loss,
including, without limitation, any comfort letter, operating agreement or
take-or-pay contract or application for a Letter of Credit.
       "Controlled Group" means all members of a controlled group of
corporations and all trades or businesses (whether or not incorporated)
under common control which, together with the Borrower, are treated as a
single employer under Section 414 ofthe Code.
       "Conversion Notice" is defined in Section 2.8.
       "Corporate Base Rate" means a rate per annum equal to the corporate
base rate of interest announced by First Chicago from time to time,
changing when and as said corporate base rate changes. The Corporate Base
Rate is a reference rate and does not necessarily represent the lowest or
best rate of interest actually charged to any customer. First Chicago may
make commercial loans or other loans at rates of interest at, above or
below the Corporate Base Rate.
       "Default" means an event described in Article VII.
       "DTC" means the Depository Trust Company.
"Eligible Securities" has the meaning assigned to such term in the Security
Agreement.
       "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended from time to time.
       "Exchange Act" means the Securities Exchange Act of 1934, as amended.
       "Excluded Taxes" means franchise taxes or taxes on the overall net
income of the Agent or any Lender imposed on the Agent or any Lender by the
jurisdiction in which the Agent or such Lender is incorporated or has its
principal place of business.
       "Extended Usage Period" means each period of 31 consecutive days
during which Advances are outstanding hereunder, provided however, that
days included in any Extended Usage Period shall not be included in any
subsequent Extended Usage Period.
       "Facility Fee" is defined in Section 2.4.
       "Facility Termination Date" means January 15, 1999 or any earlier
date on which the Aggregate Commitment is reduced to zero or otherwise
terminated pursuant to the terms 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 11:00 a.m. (Chicago time) on such day on such transactions
received by the Agent from three Federal funds brokers of recognized
standing selected by the Agent in its sole discretion.
       "Federal Funds Rate" means, for any day, the sum of (a) the Federal
Funds Effective Rate for such day plus (b) .85% per annum.
       "Federal Funds Rate Advance" means an Advance which bears interest at
the Federal Funds Rate.
       "Federal Funds Rate Loan" means a Loan which bears interest at the
Federal Funds Rate.
       "Financial Statements" is defined in Section 5.5.
       "First Chicago" means The First National Bank of Chicago, a national
banking association, in its individual capacity, and its successors.
       "Fiscal Quarter" means one of the four three-month accounting periods
comprising a Fiscal Year.
       "Fiscal Year" means the twelve-month accounting period ending
December 31 of each year.
       "FOCUS Report" means, for any Person, the Financial and Operational
Combined Uniform Single Report required to be filed on a monthly or
quarterly basis, as the case may be, with the SEC or the NYSE, or any
report that is required in lieu of such report.
       "Foreclosure Notice" has the meaning assigned to such term in the
Security Agreement.
       "Govemmental Authority" means any government (foreign or domestic) or
any state or other political subdivision thereof or any governmental body,
agency, authority, department or commission (including without limitation
any taxing authority or political subdivision) or any instrumentality or
officer thereof (including without limitation any court or tribunal)
exercising executive, legislative, judicial, regulatory or administrative
functions of or pertaining to government and any corporation, partnership
or other entity directly or indirectly owned or controlled by or subject to
the control of any of the foregoing.
       "Indebtedness" of a Person means such Person's (a) obligations for
borrowed money, (b) obligations representing the deferred or additional
purchase price of Property or services (other than accounts payable arising
in the ordinary course of such Person's business payable on terms customary
in the trade) as such amounts, if any, become determinable, (c)
obligations, whether or not assumed, secured by Liens or payable out of the
proceeds or production from Property now or hereafter owned or acquired by
such Person, (d) obligations which are evidenced by notes, acceptances, or
similar instruments, (e) Capitalized Lease Obligations, (f) Rate Hedging
Obligations, (g) Contingent Obligations, (h) obligations for which such
Person is obligated pursuant to or in respect of a Letter of Credit and (i)
repurchase obligations or liabilities of such Person with respect to
accounts or notes receivable sold by such Person.
       "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), deposit account or contribution of capital by such Person to
any other Person or any investment in, or purchase or other acquisition of,
the stock, partnership interests, notes, debentures or other securities of
any other Person made by such Person.
       "Investment Company Act" means the Investment Company Act of 1940, as
amended.
       "Lenders" means the lending institutions listed on Schedule 1 and the
signature pages of this Agreement and their respective successors and
assigns.
       "Lending Installation" means, with respect to a Lender or the Agent,
any office, branch, subsidiary or affiliate of such Lender or the Agent.
       "Letter of Credit" of a Person means a letter of credit or similar
instrument which is issued upon the application of such Person or upon
which such Person is an account party or for which such Person is in any
way liable.
       "Lien" means any security interest, 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).
       "Line Offers Agreement" means that certain Credit Line Offers
Agreement dated as of January 15, 1998 among the Borrower, First Chicago,
as Agent, and the lenders from time to time party thereto, as the same may
be amended, supplemented or otherwise modified from time to time.
       "Line Offers Security Agreement" means that certain Master Security
Agreement (Line Offers) dated as of January 15, 1998 among the Borrower,
First Chicago, as Collateral Agent, and the lenders from time to time party
thereto, as the same may be amended, supplemented or otherwise modified
from time to time.
       "Loan" means, with respect to a Lender, such Lender's portion of any
Advance and "Loans" means, with respect to the Lenders, the aggregate of
all Advances.
       "Loan Documents" means collectively this Agreement, any Notes, the
Security Agreement, and the other documents and agreements contemplated
hereby and executed by the Borrower in favor of the Agent or any Lender
pursuant hereto.
       "MSRB" means the Municipal Securities Rulemaking Board or any
successor entity.
       "Margin Stock" has the meaning assigned to that term under Regulation
U.
       "Material Adverse Effect" means a material adverse effect on (a) the
business, Property, condition (financial or other), performance, prospects
or results of operations of the Borrower and its Subsidiaries (if any)
taken as a whole, (b) the ability of the Borrower to perform its
obligations under the Loan Documents, or (c) the validity or enforceability
of any of the Loan Documents or the rights or remedies of the Agent or the
Lenders thereunder.
       "Multiemployer Plan" means a Plan maintained pursuant to a collective
bargaining agreement or any other arrangement to which the Borrower or any
member of the Controlled Group is a party to which more than one employer
is obligated to make contributions.
       "NASD" means the National Association of Securities Dealers, Inc., or
any other SelfRegulatory Organization that succeeds to the functions
thereof.
       "Net Capital" means "net capital" computed in accordance with Rule
15c3-1.
       "Net Income" means, for any computation period, with respect to the
Borrower on a consolidated basis, cumulative net income earned during such
period as determined in accordance with Agreement Accounting Principles.
       "Notice of Assignment" is defined in Section 12.3.2.
       "NYSE" means the New York Stock Exchange, Inc.
       "Obligations" means all unpaid principal of and accrued and unpaid
interest on the Loans, all accrued and unpaid fees and all expenses,
reimbursements, indemnities and other obligations of
the Borrower to the Lenders or to any Lender, the Agent or any indemnified
party hereunder arising under any of the Loan Documents.
       "Official Lien" has the meaning assigned to such term in the Security
Agreement.
       "Ordinary course of business", when used with respect to the Borrower
or its Subsidiaries, refers to those present or future lines of business
permitted by Section 6.13(c).
       "Other Taxes" is defined in Section 3.3.
       "Participants" is defined in Section 12.2.1.
       "PBGC" means the Pension Benefit Guaranty Corporation or any
successor thereto.
       "Person" means any natural person, corporation, firm, joint venture,
partnership, association, enterprise, limited liability company, trust or
other entity or organization, or any government or political subdivision or
any agency, department or instrumentality thereof.
       "Plan" means an employee pension benefit plan, as defined in Section
3(2) of ERISA, as to which the Borrower or any member of the Controlled
Group may have any liability.
       "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" means, when used with respect to a Lender, and any
described aggregate or total amount, an amount equal to such Lender's pro-
rata share or portion based on its percentage of the Aggregate Commitment
or if the Aggregate Commitment has been terminated, its percentage of the
aggregate principal amount of outstanding Advances.
       "PTC" means Participant Trust Company.
       "Purchase" means any transaction, or any series of related
transactions, consummated on or after the date of this Agreement, by which
the Borrower (a) acquires any ongoing business or all or substantially all
of the assets of any Person or division or line of business thereof,
whether through purchase of assets, merger or otherwise, or (b) 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 or
voting power) of the outstanding partnership interests of a partnership.
       "Purchasers" is defined in Section 12.3.1.
       "Rate Hedging Obligations" of a Person means any and all obligations
of such Person, whether absolute or contingent and howsoever and whensoever
created, arising, evidenced or acquired (including all renewals, extensions
and modifications thereof and substitutions therefor), under (a) any and
all agreements, devices or arrangements designed to protect at least one of
the parties thereto from the fluctuations of interest rates, exchange rates
or forward rates applicable to such party's assets, liabilities or exchange
transactions, including, but not limited to, dollar-denominated or cross-
currency interest rate exchange agreements, forward currency exchange
agreements, interest rate cap or collar protection agreements, forward rate
currency or interest rate options, puts and warrants, and (b) any and all
cancellations, buybacks, reversals, terminations or assignments of any of
the foregoing.
       "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 interpretation of said Board of
Governors relating to reserve requirements applicable to depositary
institutions.
       "Regulation G" means Regulation G of the Board of Governors of the
Federal Reserve System as from time to time in effect and shall include any
successor or other regulation or official interpretation of said Board of
Governors relating to the extension of credit by Persons other than banks,
brokers and dealers for the purpose of purchasing or carrying margin stocks
applicable to such Persons.
       "Regulation T" means Regulation T of the Board of Governors of the
Federal Reserve System as from time to time in effect and shall include any
successor or other regulation or official interpretation of such Board of
Governors relating to the extension of credit by securities brokers and
dealers for the purpose of purchasing or carrying margin stocks applicable
to such Persons.
       "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 for the purpose of purchasing
or carrying margin stocks applicable to such Persons.
       "Regulation X" means Regulation X of the Board of Governors of the
Federal Reserve System as from time to time in effect and shall include any
successor or other regulation or official interpretation of said Board of
Governors relating to the extension of credit by the specified lenders for
the purpose of purchasing or carrying margin stocks applicable to such
Persons.
       "Reportable Event" means a reportable event as defined in Section
4043 of ERISA and the regulations issued under such section, with respect
to a Plan, excluding, however, such events as to which the PBGC has by
regulation waived the requirement of Section 4043(a) of ERISA that it be
notified within 30 days ofthe occurrence of such event; provided, that a
failure to meet the minimum funding standard of Section 412 of the Code and
of Section 302 of ERlSA shall be a Reportable Event regardless of the
issuance of any such waiver of the notice requirement in accordance with
either Section 4043(a) of ERISA or Section 412(d) of the Code.
       "Required Lenders" means Lenders in the aggregate having at least 66-
2/3% of the Aggregate Commitment or, if the Aggregate Commitment has been
terminated, Lenders in the aggregate holding at least 66-2/3% of the
aggregate unpaid principal amount of the outstanding Loans.
       "Revolving Credit Note" or "Note" means a promissory note in
substantially the form of Exhibit A hereto, with appropriate insertions,
duly executed and delivered to the Agent by the Borrower and payable to the
order of a Lender in the amount of its Commitment, including any amendment,
modification, renewal or replacement of such promissory note.
       "Risk-Based Capital Guidelines" is defined in Section 3.2.
       "Rule 15c3-1" means Rule 15c3-1 of the General Rules and Regulations
as promulgated by the SEC under the Exchange Act, as such rule may be
amended from time to time, or any rule or regulation ofthe SEC which
replaces Rule 15c3-1.
       "Rule 15c3-3" means Rule 15c3-3 of the General Rules and Regulations
as promulgated by the SEC under the Exchange Act, as such rule may be
amended from time to time, or any rule or regulation of the SEC which
replaces Rule 15c3-3 .
       "SEC" means the Securities and Exchange Commission, or any regulatory
body that succeeds to the functions thereof.
       "Section" means a numbered section of this Agreement, unless another
document is specifically referenced.
       "Security Agreement" means the Master Security Agreement (Revolving
Credit) substantially in the form of Exhibit B hereto among the Borrower,
First Chicago, as Collateral Agent, and the Lenders, as the same may be
amended, supplemented or otherwise modified from time to time.
       "Self-Regulatory Organization" has the meaning assigned to such term
in Section 3(a)(26) of the Exchange Act.
       "Single Employer Plan" means a Plan subject to Title IV of ERISA
maintained by the Borrower or any member of the Controlled Group for
employees of the Borrower or any member of the Controlled Group, other than
a Multiemployer Plan.
       "SIPA" means the Security Investor Protection Act of 1970, as
amended.
       "SIPC" means the Security Investor Protection Corporation established
pursuant to SIPA, or any other entity that succeeds to the functions of
SIPC.
       "Subsidiary" of a Person means (a) any corporation more than 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 (b) any partnership, association, joint venture, limited
liability company or similar business organization more than 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
Borrower (if any).
       "Substantial Portion" means, with respect to the Property of the
Borrower and its Subsidiaries, Property which (a) represents more than 10%
of the consolidated assets of the Borrower and its Subsidiaries, as would
be shown in the consolidated financial statements of the Borrower and its
Subsidiaries as at the end of the quarter next preceding the date on which
such determination is made, or (b) is responsible for more than 10% ofthe
consolidated net sales ofthe Borrower and its Subsidiaries for the 12-month
period ending as of the end of the quarter next preceding the date of
determination.
       "Tangible Net Worth" means at any date the consolidated common
stockholder's equity of the Borrower determined in accordance with
Agreement Accounting Principles, less all consolidated assets of the
Borrower at such date that would be classified as intangible assets in
accordance with Agreement Accounting Principles, including, without
limitation, trade or service marks, franchises, trade names and goodwill.
       "Taxes" means present or future income or other taxes, levies,
imposts, duties, charges, fees, deductions or withholdings, now or
hereafter imposed, levied, collected, withheld or assessed by any
Governmental Authority, but does not include Excluded Taxes.
       "Termination Event" means, with respect to a Plan which is subject to
Title IV of ERISA, (a) a Reportable Event, (b) the withdrawal of the
Borrower or any other member of the Controlled Group from such Plan during
a plan year in which the Borrower or any other member of the Controlled
Group was a "substantial employer" as defined in Section 4001(a)(2) of
ERISA or was deemed such under Section 4068(f) of ERISA, (c) the
termination of such Plan, the filing of a notice of intent to terminate
such Plan or the treatment of an amendment of such Plan as a termination
under Section 4041 of ERISA, (d) the institution by the PBGC of proceedings
to terminate such Plan or (e) any event or condition which might constitute
grounds under Section 4042 of ERISA for the termination of, or appointment
of a trustee to administer, such Plan.
       "Transferee" is defined in Section 12.4.
       "Type" means, with respect to any Advance, its nature as a Federal
Funds Rate Advance or a Base Rate Advance.
       "Unfunded Liability" means the amount (if any) by which the present
value of all vested and unvested accrued benefits under a Single Employer
Plan exceeds the fair market value of 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.
       "Utilization Fee" is defined in Section 2.4.
       "VRD Eligible Securities in Liquidation" has the meaning assigned to
such term in the Security Agreement.
       "Wholly-Owned Subsidiary" of a Person means (a) 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 (b) any partnership,
association, joint venture, limited liability company 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.
                                   ARTICLE II
                                   THE CREDITS
       2.1.  Advances. (a) From and including the date hereof to but
excluding the Facility Termination Date, each Lender severally (and not
jointly) agrees, on the terms and conditions set forth in this Agreement,
to make Loans to the Borrower from time to time in amounts not to exceed in
the aggregate at any one time outstanding the amount of its pro-rata share
of the Aggregate Available Commitment existing at such time. Subject to the
terms of this Agreement, the Borrower may borrow, repay and reborrow
Advances at any time prior to the Facility Termination Date.
       (b)   The Borrower hereby agrees that if at any time, as a result of
reductions in the Aggregate Commitment pursuant to Section 2.4 or
otherwise, the aggregate balance of the Loans exceeds the lesser of either
(i) the Borrowing Base or (ii) the Aggregate Commitment, the Borrower shall
repay immediately its then outstanding Loans in such amount as may be
necessary to eliminate such excess (or, alternatively, if such Loans exceed
the Borrowing Base, take such action as is necessary to comply with Section
5.03 of the Security Agreement).
       (c)   Any outstanding Advances and all other unpaid Obligations shall
be paid in full by the Borrower on the Facility Termination Date.
       2.2.  Ratable Loans.  Each Advance hereunder shall consist of Loans
made from the several Lenders ratably in proportion to the ratio that their
respective Commitments bear to the Aggregate Commitment.
       2.3.  Types of Advances. The Advances shall be Federal Funds Rate
Advances, provided, however, that if the Borrowing Base supporting any
Advance (or portion thereof) shall consist of VRD Eligible Securities in
Liquidation, then such Advance (or portion thereof) shall be deemed
converted from a Federal Funds Rate Advance to a Base Rate Advance, in
accordance with Section 2.8. For purposes of this Agreement, an Advance (or
portion thereof) shall be deemed "supported" by VRD Eligible Securities in
Liquidation to the extent that the aggregate amount of Advances outstanding
hereunder at any time exceeds the Borrowing Base at such time exclusive of
VRD Eligible Securities in Liquidation.
       2.4.  Facility Fee; Utilization Fee; Reductions in Aggregate
Commitment. (a) The Borrower agrees to pay to the Agent for the ratable
account of each Lender a facility fee (the "Facility Fee") in an amount
equal to 0.125% per annum times the daily average Commitment of such Lender
(regardless of usage) from the date hereof to and including the Facility
Termination Date, payable quarterly in advance on the Closing Date, on the
first Business Day of each calendar quarter hereafter and on the Facility
Termination Date. All accrued Facility Fees shall be payable on the
effective date of any termination of the obligations of the Lenders to make
Loans hereunder.
       (b)   The Borrower agrees to pay to the Agent for the ratable account
of Lenders a utilization fee (the "Utilization Fee") equal to $1,000 for
each Extended Usage Period, payable on the last day of the calendar quarter
in which such Extended Usage Period ends, and, if applicable, on the
Facility Termination Date.
       (c)   The Borrower may permanently reduce the Aggregate Commitment in
whole, or in part ratably among the Lenders in a minimum aggregate amount
of $10,000,000 or any integral multiple of $5,000,000 in excess thereof,
upon at least three (3) Business Days' written notice to the Agent, 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
aggregate principal amount of the outstanding Advances.
       2.5.  Minimum Amount of Each Advance. Each Advance shall be in the
minimum amount of $1,000,000 (and in multiples of $100,000 if in excess
thereof); provided, however, that any Advance may be in the amount of the
unused Aggregate Available Commitment.
       2.6.  Optional Principal Payments. The Borrower may from time to time
pay, without penalty or premium, all outstanding Advances, or, in a minimum
aggregate amount of $1,000,000 or any integral multiple of $100,000 in
excess thereof, any portion of the outstanding Advances upon prior notice
to the Agent by 3:30 p.m. (Chicago time), or such later time as the Agent
may agree, on the proposed date of repayment.
       2.7.  Method of Requesting New Advances. The Borrower shall give the
Agent irrevocable notice (a "Borrowing Notice") not later than 12:00 noon
(Chicago time) on the Borrowing Date of each Advance, specifying:
       (a)   the Borrowing Date of such Advance, which shall be a Business
Day, and
       (b)   the aggregate amount of such Advance, which, when added to all
outstanding Advances, shall not exceed the Aggregate Available Commitment;
Not later than 3:00 p.m. (Chicago time) on each Borrowing Date, each Lender
shall make available its Loan or Loans, in funds immediately available in
Chicago, to the Agent at its address specified pursuant to Article XIII.
The Agent will make the funds so received from the Lenders available to the
Borrower forthwith at the Agent's aforesaid address.
       2.8.  Conversion of Outstanding Advances. If the Collateral Agent
shall at any time notify the Borrower and the Agent that all or any portion
of an outstanding Advance is supported by VRD Eligible Securities in
Liquidation (a "Conversion Notice"), then such Advance (or portion thereof)
shall be deemed to be converted into a Base Rate Advance effective on the
Business Day on which the Borrower receives such notice.
       2.9.  Changes in Interest Rate. etc. Each Advance shall bear interest
at the Federal Funds Rate or the Base Rate, as the case may be, from and
including the date of such Advance to (but not including) the date on which
such Advance is paid. Changes in the rate of interest on any Advance will
take effect simultaneously with each change in the Federal Funds Rate or
the Base Rate, as the case may be.
       2.10. Rates Applicable After Default. During the continuance of a
Default the Required Lenders may, at their option, by notice to the
Borrower (which notice may be revoked at the option ofthe Required Lenders
notwithstanding any provision of Section 8.2 requiring unanimous consent of
the Lenders to changes in interest rates), declare that each Advance shall
bear interest at a rate per annum equal to the Base Rate plus two percent
(2%) per annum, provided, however, that such increased rate shall
automatically and without action of any kind by the Lenders become and
remain applicable until revoked by the Required Lenders in the event of a
Default described in Section 7.6 or 7.7.
       2.11. Method of Payment. All payments of the Obligations hereunder
shall be made, without setoff, deduction or counterclaim, in immediately
available funds to the Agent at the Agent's address specified pursuant to
Article XIII, or at any other Lending Installation of the Agent specified
in writing by the Agent to the Borrower, by 3:30 p.m. (Chicago time), or
such later time as the Agent may agree, on the date when due and shall be
applied ratably by the Agent among the Lenders. Each payment delivered to
the Agent for the account of any Lender shall be delivered promptly by the
Agent to such Lender, in the same type of funds that the Agent received, at
such Lender's address specified pursuant to Article XIII or at any Lending
Installation specified in a notice received by the Agent from such Lender.
The Agent is hereby authorized to charge the account of the Borrower
maintained with First Chicago for each payment of principal, interest and
fees as it becomes due hereunder.
       2.12. Telephonic Notices. The Borrower hereby authorizes the Lenders
and the Agent to extend or convert Advances and to transfer funds based on
telephonic notices made by any Authorized Officer or any person or persons
designated by an Authorized Officer in writing to the Agent which the Agent
or any Lender in good faith believes to be acting on behalf of the
Borrower. The Borrower agrees to deliver promptly to the Agent a written
confirmation, if such confirmation is requested by the Agent or any Lender,
of each telephonic notice signed by an Authorized Officer.
If the written confirmation differs in any material respect from the action
taken by the Agent and the Lenders, the records of the Agent and the
Lenders shall govern absent manifest error.
       2.13. Interest Payment Dates; Interest and Fee Basis. Interest
accrued on each Advance shall be payable on the first day of each month,
commencing with the first such date to occur after the date hereof, on any
date on which an Advance is prepaid, whether due to acceleration or
otherwise, and at maturity. Facility Fees and interest on Advances shall be
calculated for actual days elapsed on the basis of a 360-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 3:30 p.m.
(Chicago time), or such later time as the Agent may agree, at the place of
payment. If any payment of principal of or interest on an Advance 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 in
connection with such payment.
       2.14. Notification of Advances. Interest Rates. Prepayments and
Commitment Reductions. Promptly after receipt thereof, the Agent will
notify each Lender of the contents of each Aggregate Commitment reduction
notice, Borrowing Notice, Conversion Notice and repayment notice received
by it hereunder. The Agent will give each Lender prompt notice of each
change in the Federal Funds Rate or the Base Rate.
       2.15. Lending Installations. Each Lender may book its Loans at any
Lending Installation selected by such Lender 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 shall be deemed held by each
Lender for the benefit of such Lending Installation. Each Lender may, by
written notice to the Agent and the Borrower, designate a Lending
Installation through which Loans will be made by it and for whose account
Loan payments are to be made.
       2.16. Non-Receipt of Funds by the Agent. Unless the Borrower or a
Lender, as the case may be, notifies the Agent prior to the date on which
it is scheduled to make payment to the Agent of (a) in the case of a
Lender, the proceeds of a Loan, or (b) in the case of the Borrower, a
payment of principal, interest or fees to the Agent for the account of the
Lenders, that it does not intend to make such payment, the Agent may assume
that such payment has been made. The 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 the Borrower has not in fact made such
payment to the Agent, the Lenders shall, on demand by the Agent, repay to
the 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 Agent until the date the Agent recovers such
amount at a rate per annum equal to the Federal Funds Effective Rate for
such day. If any Lender has not in fact made such payment to the Agent,
such Lender or the Borrower shall, on demand by the Agent, repay to the
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 Agent until the date the Agent recovers such
amount at a rate per annum equal to (a) in the case of payment by a Lender,
the Federal Funds Effective Rate for such day, or (b) in the case of
payment by the Borrower, the interest rate applicable to the relevant Loan.
       2.17. Noteless Agreement; Evidence of Indebtedness. (a) Each Lender
shall maintain in accordance with its usual practice an account or accounts
evidencing the indebtedness of the Borrower 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.
       (b)   The Agent shall also maintain accounts in which it will record
(i) the amount of each Loan made hereunder and the Type thereof, (ii) the
amount of any principal or interest due and payable or to become due and
payable from the Borrower to each Lender hereunder, and (iii) the amount of
any sum received by the Agent hereunder from the Borrower and each Lender's
share thereof
       (c)   The entries maintained in the accounts maintained pursuant to
paragraphs (a) and (b) above shall be prima facie evidence of the existence
and amounts of the Obligations therein recorded, provided, however, that
the failure of the Agent or any Lender to maintain such accounts or any
error therein shall not in any manner affect the obligation of the Borrower
to repay the Obligations in accordance with their terms.
       (d)   Any Lender may request that its Loans be evidenced by a
Revolving Credit Note, and in such event, the Borrower shall prepare,
execute and deliver to such Lender a Revolving Credit Note payable to the
order of such Lender in the form of Exhibit A hereto. Thereafter, the Loans
evidenced by such Note and interest thereon shall at all times (including
after any assignment pursuant to Section 12.3) be represented by one or
more Revolving Credit Notes payable to the order of the payee named therein
or any assignee pursuant to Section 12.3, 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
paragraphs (a) and (b) above. Although the Revolving Credit Notes shall be
dated the date of issuance, interest in respect thereof shall be payable
only for the periods during which the Loans evidenced thereby are
outstanding and, although the stated amount of each Revolving Credit Note
shall be equal to the applicable Lender's Commitment, each Revolving Credit
Note shall be enforceable, with respect to the Borrower's obligation to pay
the principal amount thereof, only to the extent of the unpaid principal
amount of the Loans at the time evidenced thereby.
                                   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 governrnental or quasi-governmental rule,
regulation, policy, guideline or directive (whether or not having the force
of law), or any change 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
with any request or directive (whether or not having the force of law) of
any such Authority, central bank or comparable agency:
       (a)   subjects any Lender or any applicable Lending Installation to
any Taxes, or changes the basis of taxation of payments (other than with
respect to Excluded Taxes) to any Lender in respect of its Loans or other
amounts due it hereunder, or
(b) 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
(c) imposes any other condition the result of which is to increase the cost
to any Lender or any applicable Lending Installation of making, funding or
maintaining Loans or reduces any amount receivable by any Lender or any
applicable Lending Installation in connection with any Loans, or requires
any Lender or any applicable Lending Installation to make any payment
calculated by reference to the amount of Loans held, or interest received
by it, by an amount deemed material by such Lender,
and the result of any of the foregoing is to increase the cost to such
Lender or applicable Lending Installation of making or maintaining its
Loans or Commitment or to reduce the return received by such Lender or
applicable Lending Installation in connection with such Loans or
Commitment, then, within 15 days of demand by such Lender, the Borrower
shall pay such Lender such additional amount or amounts as will compensate
such Lender for such increased cost or reduction in amount received.
       3.2.  Changes in Capital Adequacy Regulations. If a Lender determines
the amount of capital required or expected to be maintained by such Lender,
any Lending Installation of such Lender or any corporation controlling such
Lender is increased as a result of a Change, then, within 15 days of demand
by such Lender, the Borrower shall pay such Lender the amount necessary to
compensate for any shortfall in the rate of return on the portion of such
increased capital which such Lender determines is attributable to this
Agreement, its Loans or its Commitment to make Loans hereunder (after
taking into account such Lender's policies as to capital adequacy).
"Change" means (a) any change after the date of this Agreement in the Risk-
Based Capital Guidelines, or (b) any adoption of or change in 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 Lending
Installation or any corporation controlling any Lender. "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
ofthe Basle Committee on Banking Regulation and Supervisory Practices
Entitled "International Convergence of Capital Measurements and Capital
Standards", including transition rules, and any amendments to such
regulations adopted prior to the date of this Agreement.
       3.3.  Taxes. (i) All payments by the Borrower to or for the account
of any Lender or the Agent hereunder or under any Note shall be made free
and clear of and without deduction for any and all Taxes. If the Borrower
shall be required by law to deduct any Taxes from or in respect of any sum
payable hereunder to any Lender or the 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 3.3) such Lender or the Agent (as the case may be) receives an
amount equal to the sum it would have received had no such deductions been
made, (b) the Borrower shall make such deductions, (c) the Borrower shall
pay the full amount deducted to the relevant authority in accordance with
applicable law and (d) the Borrower shall furnish to the Agent the original
copy of a receipt evidencing payment thereof within 30 days after such
payment is made.
       (ii)  In addition, the Borrower hereby agrees 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 from the execution or delivery of, or otherwise with
respect to, this Agreement or any Note ("Other Taxes").
       (iii) The Borrower hereby agrees to indemnify the Agent 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 3.3) paid by the Agent 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 30
days of the date the Agent or such Lender makes demand therefor pursuant to
Section 3.4.
       (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 less than ten Business Days after the date of this
Agreement, (a) deliver to each of the Borrower and the Agent two duly
completed copies of United States Internal Revenue Service Form 1001 or
4224, 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 (b) deliver to each of the Borrower
and the 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 Borrower and the 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 Borrower or the 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 Borrower and the 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 Borrower 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 3.3 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 Borrower 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 Borrower (with a copy to the 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.
       3.4.  Lender Statements Survival of Indemnity. To the extent
reasonably possible, each Lender shall designate an alternate Lending
Installation with respect to its Loans to reduce any liability ofthe
Borrower to such Lender under Sections 3.1, 3.2 and 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
Borrower (with a copy to the Agent) as to the amount due, if any, under
Sections 3.1, 3.2 and 3.3. 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 Borrower in the
absence of manifest error. Unless otherwise provided herein, the amount
specified in the written statement of any Lender shall be payable on demand
after receipt by the Borrower of such written statement. The obligations of
the Borrower under Sections 3.1, 3.2 and 3.3 shall survive payment of the
Obligations and termination of this Agreement.
                                   ARTICLE IV
                              CONDITIONS PRECEDENT
       4.1. Initial Loans. The Lenders shall not be required to make the
initial Advance hereunder unless the Borrower has furnished the following
to the Agent with sufficient copies for the Lenders and the other
conditions set forth below have been satisfied, in each case on a date (the
"Closing Date") on or before January 16, 1998:
       (a)   Charter Documents; Good Standing Certificates. Copies of the
certificate of incorporation of the Borrower, together with all amendments
thereto, certified by the Secretary of State of Wisconsin, together with
good standing certificates issued by the Secretaries of State of Wisconsin,
Illinois and New York.
       (b)   By-Laws and Resolutions. Copies, certified by the Secretary or
Assistant Secretary of the Borrower, of its by-laws and of its Board of
Directors' resolutions authorizing the execution, delivery and performance
of the Loan Documents to which the Borrower is a party.
       (c)   Secretarv's Certificate. An incumbency certificate, executed by
the Secretary or Assistant Secretary of the Borrower, which shall identify
by name and title and bear the signature of the officers of the Borrower
authorized to sign the Loan Documents and to make borrowings hereunder,
upon which certificate the Agent and the Lenders shall be entitled to rely
until informed of any change in writing by the Borrower.
       (d)   Officer's Certificate. A certificate, dated the date of this
Agreement, signed by an Authorized Officer of the Borrower, in form and
substance satisfactory to the Agent, to the effect that (i) on such date
(both before and after giving effect to the making of any Loans hereunder)
no Default or Unmatured Default has occurred and is continuing and (ii)
each of the representations and warranties set forth in Article V of this
Agreement is true and correct on and as of such date.
       (e)   Legal Opinions. A written opinion of (i) Quarles & Brady,
counsel to the Borrower, and (ii) Charles O'Meara, Senior Vice President
and General Counsel of the Borrower, addressed to the Agent and the Lenders
in form and substance acceptable to the Agent and its counsel.
       (f)   Notes. If requested by any Lender, a Revolving Credit Note
payable to the order of such Lender duly executed by the Borrower.
       (g)   Loan Documents. Executed originals of this Agreement, the
Security Agreement and each of the other Loan Documents, which shall be in
full force and effect, together with all schedules, exhibits, certificates,
instruments, opinions, documents and financial statements required to be
delivered pursuant hereto and thereto.
       (h)   Collateral and Security Documents. Delivery of the Collateral
to the Collateral Accounts designated by the Collateral Agent and the
taking of such other action, and the providing of such necessary
information and materials, as shall enable the Collateral Agent to (i)
perfect the security interests in the Collateral created pursuant to the
Security Agreement and (ii) properly identify and process the Collateral
and prepare the initial Borrowing Base Report with respect thereto,
including information confirming the status of each item of Collateral as
an Eligible Security, its Market Value and its Loan Value (as such terms
are defined in the Security Agreement), in addition, the Borrower shall
cause the delivery of such lien searches, financing statements, termination
statements, releases and similar documents as the Agent or its counsel may
request.
       (i)   Executed originals of the Line Offers Agreement and the Line
Offers Security Agreement shall have been delivered to the Agent.
       (j)   Financial Statements. Copies of the Financial Statements and
FOCUS Reports referred to in Section 5.5.
       (k)   Letter of Direction. Written money transfer instructions with
respect to the initial Advance and, until otherwise instructed, as to
future Advances in form and substance acceptable to the Agent and its
counsel addressed to the Agent and signed by an Authorized Officer,
together with such other related money transfer authorizations as the Agent
may have reasonably requested.
       (l)   Payment of Fees. The Borrower shall have paid all accrued and
unpaid fees, costs and expenses to the extent due and payable on or prior
to the execution of this Agreement, including, but not limited to, the fees
referred to in Section 10.13 and, to the extent invoiced, the attorneys'
fees, time charges and disbursements referred to in Section 9.6.
       (m)   Other. Such other documents as the Agent, any Lender or their
counsel may have reasonably requested.
       4.2.  Each Future Advance. The Lenders shall not be required to make
any Advance unless on the applicable Borrowing Date:
       (a)   There exists no Default or Unmatured Default and none would
result from such Advance,
       (b)   The representations and warranties contained in Article V are
true and correct as of such Borrowing Date,
       (c)   A Borrowing Notice shall have been properly submitted;
       (d)   After making the requested Advance, the aggregate balance of
the Loans outstanding hereunder shall not exceed the Aggregate Available
Commitment, and
       (e)   No Official Lien (as defined in the Security Agreement) exists
on all or any part of the Collateral.
       Each Borrowing Notice with respect to each such Advance shall
constitute a representation and warranty by the Borrower that the
conditions contained in Section 4.2 have been satisfied. Any Lender may
require a duly completed compliance certificate in substantially the form
of Exhibit C hereto as a condition to making an Advance.
                                    ARTICLE V
                         REPRESENTATIONS AND WARRANTIES
       The Borrower represents and warrants to the Lenders that:
       5.1.  Corporate Existence: Conduct of Business. The Borrower (a) is a
corporation duly incorporated, validly existing and in good standing under
the laws of its jurisdiction of incorporation, (b) is duly qualified and in
good standing as a foreign corporation in each jurisdiction in which its
ownership or lease of property or the conduct of its business requires such
qualification, except where failure to be so qualified will not have a
Material Adverse Effect, and (c) has all requisite corporate power, and
possesses all licenses, registrations and authorizations from and with any
Governmental Authority, Self-Regulatory Organization or securities
exchange, necessary in order to own its assets and carry on its business as
now or presently proposed to be conducted. The Borrower is (w) duly
registered with the SEC as a broker-dealer under the Exchange Act, (x) a
member in good standing of the NASD, (y) not in arrears in regard to any
assessment made upon it by the SIPC and (z) has received no notice from the
SEC, NASD, MSRB, CFTC or any other Governmental Authority, Self-Regulatory
Organization or securities exchange of any alleged rule violation or other
circumstance which could reasonably be expected to have a Material Adverse
Effect.
       5.2.  Authorization and Validity. The Borrower has all requisite
power and authority (corporate and otherwise) and legal right (a) to
execute and deliver each of the Loan Documents and to perform its
obligations thereunder, and (b) to assign, pledge and grant a security
interest in the Collateral in the manner and for the purpose contemplated
by the Security Agreement. The execution and delivery by the Borrower of
the Loan Documents and the performance of its obligations thereunder have
been duly authorized by proper corporate proceedings, and the Loan
Documents constitute legal, valid and binding obligations of the Borrower
enforceable against the Borrower in accordance with their terms, except as
enforceability may be limited by bankruptcy, insolvency or similar laws
affecting the enforcement of creditors' rights generally or by general
principles of equity limiting the availability of equitable remedies.
       5.3.  Compliance with Laws and Contracts. The Borrower has complied
in all material respects with all applicable laws, statutes, and rules,
regulations, orders and decrees or restrictions of any Governmental
Authority, Self-Regulatory Organization or securities exchange having
jurisdiction over the conduct of its business or the ownership of its
Properties (including, without limitation, the Exchange Act, the Advisers
Act, the Investment Company Act and the applicable rules and regulations of
the SEC, NASD, MSRB and CFTC), except where the failure to so comply could
not reasonably be expected to have a Material Adverse Effect. Without
limiting the foregoing, the Borrower is in compliance with all capital
requirements of all Governmental Authorities applicable to the Borrower
including, without limitation, Rule 15c3-1. Neither the execution and
delivery by the Borrower of the Loan Documents, the application of the
proceeds of the Loans, the granting of a security interest in the
Collateral under the Security Agreement, the consummation of any
transaction contemplated by the Loan Documents, nor compliance with the
provisions of the Loan Documents will, or at the relevant time did, (a)
violate any law, rule, regulation (including Regulations G, T, U and X),
order, writ, judgment, injunction, decree or award binding on the Borrower,
(b) violate or conflict with the Borrower's charter or by-laws, (c) violate
the provisions of or require the approval or consent of any party to any
indenture, instrument or agreement to which the Borrower is a party or is
subject, or by which it, or its Property, is bound, or conflict with or
constitute a default thereunder, or result in the creation or imposition of
any Lien (other than Liens permitted by, and created under, the Loan
Documents) in, of or on the Property of the Borrower pursuant to the terms
of any such indenture, instrument or agreement, or (d) require the consent
or approval of any Person, except for any violation of, or failure to
obtain an approval or consent required under, any such indenture,
instrument or agreement that could not have a Material Adverse Effect.
       5.4.  Governmental Consents. No order, consent, approval,
qualification, license, authorization, or validation of, or filing,
recording or registration with, or exemption by, or other action in respect
of, any Governmental Authority, Self-Regulatory Organization or securities
exchange is necessary or required in connection with the execution,
delivery, consummation or performance of, or the legality, validity,
binding effect or enforceability of, any of the Loan Documents, the
application of the proceeds of the Loans, or the consummation of any other
transaction contemplated by the Loan Documents. Neither the Borrower nor
any Subsidiary is in default under or in violation of any foreign, federal,
state or local law, rule, regulation, order, writ judgment, injunction,
decree or award binding upon or applicable to the Borrower, in each case
the consequence of which default or violation could reasonably be expected
to have a Material Adverse Effect.
       5.5.  Financial Statements. The Borrower has heretofore furnished to
each of the Lenders (a) the December 31, 1996 audited financial statements
ofthe Borrower, (b) the September 30, 1997 unaudited financial statements
of the Borrower (collectively, the "Financial Statements"). The Borrower
has also heretofore furnished to each of the Lenders the Borrower's
December 31, 1996, March 31, 1997, June 30, 1997 and September 30, 1997
quarterly FOCUS Reports (the "FOCUS Reports"). Each of the Financial
Statements was prepared in accordance with Agreement Accounting Principles
and fairly presents the financial condition, results of operations, changes
in stockholder's equity and cash flows of the Borrower at such dates and
for the respective periods then ended (except, in the case of such
unaudited statements, for normal year-end audit adjustments). The FOCUS
Reports are correct and complete in all material respects and conform in
all material respects to Exchange Act requirements and applicable SEC rules
and regulations.
       5.6.  Material Adverse Change. No material adverse change in the
business, Property, condition (financial or otherwise), performance,
prospects or results of operations of the Borrower has occurred since
September 30, 1997.
       5.7.  Taxes. The Borrower has filed or caused to be filed on a timely
basis and in correct form all United States federal and applicable state
tax returns and all other material tax returns which are required to be
filed, and has paid all material taxes due pursuant to said returns or
pursuant to any assessment received by the Borrower, 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 and
as to which no Lien exists. As of the date hereof, the United States income
tax returns of the Borrower have been audited by the Internal Revenue
Service through its Fiscal Year ending December 31, 1994 and there are no
pending audits or investigations regarding the Borrower's federal, state or
local tax returns. No tax liens have been filed and no claims are being
asserted with respect to any such taxes which could reasonably be expected
to have a Material Adverse Effect. The charges, accruals and reserves on
the books of the Borrower in respect of any taxes or other governmental
charges are in accordance with Agreement Accounting Principles.
       5.8.  Litigation and Contingent Obligations. There is no litigation,
arbitration, proceeding, inquiry or investigation by any Governmental
Authority, Self-Regulatory Organization or securities exchange pending or,
to the knowledge of any of the Borrower's officers, threatened against or
affecting the Borrower or any of its respective Properties which could
reasonably be expected to have a Material Adverse Effect, or to prevent,
enjoin or unduly delay the making of the Loans or the consummation ofthe
transactions contemplated by this Agreement. The Borrower has no material
contingent obligations not provided for or disclosed in the Financial
Statements.
       5.9.  Subsidiaries. As ofthe date hereof, the Borrower has no
Subsidiaries.
       5.10. ERISA. Except for the Ziegler Growth Retirement Plan, neither
the Borrower nor any other member of the Controlled Group maintains any
Single Employer Plans, and no Single Employer Plan has any Unfunded
Liability. Neither the Borrower nor any other member of the Controlled
Group maintains, or is obligated to contribute to, any Multiemployer Plan
or has incurred, or is reasonably expected to incur, any withdrawal
liability to any Multiemployer Plan. Each Plan complies in all material
respects with all applicable requirements of law and regulations. Neither
the Borrower nor any member of the Controlled Group has, with respect to
any Plan, failed to make any contribution or pay any amount required under
Section 412 ofthe Code or Section 302 of ERISA or the terms of such Plan
which could reasonably be expected to be in excess of $1,000,000. There are
no pending or, to the knowledge ofthe Borrower, threatened claims, actions,
investigations or lawsuits against any Plan, any fiduciary thereof, or the
Borrower or any member of the Controlled Group with respect to a Plan which
could reasonably be expected to have a Material Adverse Effect. Neither the
Borrower nor any member of the Controlled Group has engaged in any
prohibited transaction (as defined in Section 4975 of the Code or Section
406 of ERISA) in connection with any Plan which would subject such Person
to any material liability. Within the last five years neither the Borrower
nor any member of the Controlled Group has engaged in a transaction which
resulted in a Single Employer Plan with an Unfunded Liability being
transferred out of the Controlled Group. No Termination Event has occurred
or is reasonably expected to occur with respect to any Plan which is
subject to Title IV of ERISA.
       5.11. Defaults. No Default or Unmatured Default has occurred and is
continuing.
       5.12.Federal Reserve Regulations. The Borrower is subject to
Regulation T and maintains procedures and internal controls reasonably
adapted to insure that it does not extend or maintain credit to or for its
customers other than in accordance with Regulation T. No part of the
proceeds of any Loan will be used in a manner which would violate, or
result in a violation of, Regulation G, Regulation T, Regulation U or
Regulation X. Neither the making of any Advance hereunder or the use of the
proceeds thereof will violate or be inconsistent with the provisions of
Regulation G, Regulation T, Regulation U or Regulation X. The Borrower is a
registered brokerdealer a substantial portion of whose business consists of
transactions with Persons other than brokers or dealers.
       5.13. Investment Company Act. The Borrower is not, nor after giving
effect to any Advance will be, an "investment company" or a company
"controlled" by an "investment company" within the meaning of the
Investment Company Act, and is not subject to any statute or regulation
which prohibits or restricts the incurrence of Indebtedness hereunder.
       5.14. Certain Fees. No broker's or finder's fee or commission was, is
or will be payable by the Borrower with respect to any of the transactions
contemplated by this Agreement. The Borrower hereby agrees to indemnify the
Agent and the Lenders against and agrees that it will hold each of them
harmless from any claim, demand or liability for any broker's or finder's
fees or commissions alleged to have been incurred by the Borrower in
connection with any of the transactions contemplated by this Agreement and
any expenses (including, without limitation, attorneys' fees and time
charges of attorneys for the Agent or any Lender, which attorneys may be
employees of the Agent or any Lender) arising in connection with any such
claim, demand or liability.
       5.15. Ownership of Properties. The Borrower has a subsisting
leasehold interest in, or good and marketable title, free of all Liens,
other than those permitted by Section 6.15, to all of the properties and
assets reflected in the Financial Statements as being owned by it, except
for assets sold, transferred or otherwise disposed of in the ordinary
course of business since the date thereof To the knowledge of the Borrower,
there are no actual, threatened or alleged defaults with respect to any
leases of real property under which the Borrower is lessee or lessor which
could reasonably be expected to have a Material Adverse Effect. The
Borrower owns or possess rights to use all licenses, patents, copyrights,
service marks, trade marks and trade names necessary or material to
continue to conduct its business as heretofore conducted.
       5.16. Collateral. The provisions of the Security Agreement are
effective to create and give the Agent, for the benefit of the Lenders, as
security for the repayment of the obligations secured thereby, a valid and
perfected, first priority security interest in the Collateral described
therein.
       5.17. Material Agreements. The Borrower is not 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.
       5.18. Insurance. The Borrower maintains with financially sound and
reputable insurance companies insurance on its Property in such amounts and
covering such risks as is consistent with sound business practice.
       5.19. Disclosure. None of the (a) information, exhibits or reports
furnished or to be furnished by the Borrower to the Agent or to any Lender
in connection with the negotiation of the Loan Documents, or (b)
representations or warranties of the Borrower contained in this Agreement,
the other Loan Documents or any other document, certificate or written
statement furnished to the Agent or the Lenders by or on behalf of the
Borrower pursuant to this Agreement contained, contains or will contain any
untrue statement of a material fact or omitted, omits or will omit to state
a material fact necessary in order to make the statements contained herein
or therein not misleading in light of the circumstances in which they were
made. There is no fact known to the Borrower (other than matters of a
general economic nature) that has had or could reasonably be expected to
have a Material Adverse Effect and that has not been disclosed herein or in
such other documents, certificates and statements furnished to the Lenders
for use in connection with the transactions contemplated by this Agreement.
                                   ARTICLE VI
                                    COVENANTS
       During the term of this Agreement, unless the Required Lenders shall
otherwise consent in writing:
       6.1.  Financial Reporting The Borrower will maintain, for itself and
each Subsidiary, a system of accounting established and administered in
accordance with generally accepted accounting principles, consistently
applied, and will furnish to the Agent (with sufficient copies, except in
the case of (h) below, for each Lender):
             (a)   As soon as practicable and in any event within 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, including a balance sheet as of the end of such period
and related statements of income, changes in stockholder's equity and cash
flows.
             (b)   As soon as practicable and in any event within 60 days
after the close of the first three Fiscal Quarters of each of its Fiscal
Years, consolidated unaudited balance sheets as at the close of each such
period and consolidated statements of income, changes in stockholder's
equity and cash flows for the period from the beginning of such Fiscal Year
to the end of such Fiscal Quarter, all certified by the Borrower's chief
financial officer or treasurer.
             (c)   As soon as practicable and in any event within 30 days
after the close of each month, the FOCUS report for such month filed by the
Borrower with the SEC.
             (d)   Together with the financial statements required by
clauses (a) and (b) above, a compliance certificate in substantially the
form of Exhibit C hereto signed by the Borrower's chief financial 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.
             (e)   As soon as possible and in any event within 10 days after
any officer of the Borrower knows that any Termination Event (including any
Reportable Event) has occurred with respect to any Plan, a statement,
signed by the chief financial officer or treasurer of the Borrower,
describing said Termination Event and the action which the Borrower
proposes to take with respect thereto.
             (f)   As soon as possible and in any event within 10 days after
any officer of the Borrower learns thereof, notice of the assertion or
commencement of any claim, action, litigation, suit or proceeding against
or affecting the Borrower, including any investigation or proceeding
commenced by the SEC, NASD, MSRB, CFTC or any other Governmental Authority,
SelfRegulatory Organization or securities exchange, which could have a
Material Adverse Effect.
             (g)   Promptly upon their becoming available, copies of all
registration statements and other material reports and communications that
the Borrower shall have filed with or received from the SEC, any Self-
Regulatory Organization or any securities exchange.
             (h)   All such information and data as shall be necessary to
enable the Collateral Agent to prepare each Borrowing Base Report under the
Security Agreement.
             (i)   Prompt notification of any demand for payment by any
lender under the Line Offers Agreement relating to such lender's
outstanding loan or note thereunder.
             (j)   Such other information (including non-financial
information) as the Agent or any Lender may from time to time reasonably
request.
       6.2.  Use of Proceeds. The Borrower will use the proceeds of the
Advances to meet its general corporate needs, including support of the
Borrower's variable rate municipal bond program. The Borrower will not use
any of the proceeds of the Advances to purchase or carry any Margin Stock
in violation of Regulation G, Regulation T, Regulation U or Regulation X,
or to finance the Purchase of any Person which has not been approved and
recommended by the board of directors (or functional equivalent thereof) of
such Person.
       6.3.  Notice of Default. Within 5 days after any officer ofthe
Borrower has knowledge thereof, the Borrower will give notice in writing to
the Agent of the occurrence of (a) any Default or Unmatured Default and (b)
any other event or development, financial or other, relating specifically
to the Borrower or any of its Subsidiaries (and not of a general economic
or political nature) which could reasonably be expected to have a Material
Adverse Effect.
       6.4.  Conduct of Business. The Borrower will, and will cause each
Subsidiary to, (a) preserve and maintain its corporate existence, rights,
franchises and privileges in the jurisdiction of its incorporation, (b) in
the case of the Borrower, maintain its registration as a broker-dealer with
the SEC in full force and effect, (c) maintain all other registrations,
licenses, consents, approvals, authorizations and memberships with and from
any Governmental Authority, Self-Regulatory Organization (including NASD
membership and related registration of representatives) or securities
exchange necessary or material to the conduct of its business and take all
action necessary to comply in all material respects with the rules and
regulations of such organizations, and (d) qualify and remain qualified as
a foreign corporation in each jurisdiction in which its ownership or lease
of property or the conduct of its business requires such qualification,
except where failure to qualify could not have a Material Adverse Effect.
The Borrower will not engage in any material line of business substantially
different from those lines of business carried on by broker-dealers.
       6.5.  Taxes. The Borrower will, and will cause each Subsidiary to,
timely file complete and correct in all material respects United States
federal and applicable state and other material tax returns required by
applicable law and pay when due all material 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.
       6.6.  Insurance. The Borrower will, and will cause each Subsidiary
to, maintain with financially sound and reputable insurance companies
insurance in such amounts and covering such risks as is consistent with
sound business practice, and the Borrower will furnish to the Agent and any
Lender upon request full information as to the insurance carried.
       6.7.  Compliance with Laws. The Borrower will, and will cause each
Subsidiary to, comply (and maintain appropriate procedures and controls to
insure compliance) with all laws, statutes, regulations (including, without
limitation, the Exchange Act, Regulation T, the Advisers Act, the
Investment Company Act and all environmental laws), rules, orders, writs,
judgments, injunctions, decrees or awards to which it may be subject, the
failure to comply with which could reasonably be expected to have a
Material Adverse Effect.
       6.8.  Maintenance of Properties. The Borrower will, and will cause
each Subsidiary to, do all things necessary to maintain, preserve, protect
and keep all material portions of 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. The Borrower will, and will cause each Subsidiary
to, permit the Agent and the Lenders, upon at least two Business Days'
notice (unless a Default or Unmatured Default has occurred and is
continuing) and during normal business hours, by their respective
representatives and agents, to inspect any of the Property, corporate books
and financial records of the Borrower and each Subsidiary, to examine and
make copies of the books of accounts and other financial records of the
Borrower and each Subsidiary, and to discuss the affairs, finances and
accounts of the Borrower and each Subsidiary with, and to be advised as to
the same by, their respective officers. The Borrower will keep or cause to
be kept, and cause each Subsidiary to keep or cause to be kept, appropriate
records and books of account in which complete entries are to be made
reflecting its and their business and financial transactions, such entries
to be made in accordance with Agreement Accounting Principles consistently
applied.
       6.10. Security Agreement. The Borrower will (a) maintain full
compliance with the covenants contained in Section 5 of the Security
Agreement and the applicable percentages set forth in the definition of
"Loan Value" therein, and (b) perform all of its other obligations under
the Security Agreement.
       6.11. Merger. The Borrower will not, nor will it permit any
Subsidiary to, liquidate, wind up or dissolve itself (or suffer any such
liquidation or dissolution), or merge or consolidate with or into any other
Person, except that (a) a Wholly-Owned Subsidiary may merge into the
Borrower or any Wholly-Owned Subsidiary of the Borrower and (b) the
Borrower or any Subsidiary may merge or consolidate with any other Person,
as a means of effecting a Purchase or Investment permitted by Section 6.13,
so long as the Borrower or such Subsidiary is the continuing or surviving
corporation and, prior to and after giving effect to such merger or
consolidation, no Default or Unmatured Default shall exist.
       6.12. Sale of Assets. The Borrower will not, nor will it permit any
Subsidiary to, lease, sell, transfer or otherwise dispose of its Property
to any other Person except for (a) transfers and pledges of Collateral as
contemplated by the Security Agreement and by the Line Offers Security
Agreement, (b) sales of variable rate demand securities, bonds, preferred
stock, equities and other marketable securities inventories sold in the
ordinary course of business, (c) leases, sales, transfers or other
dispositions of its Property (other than as contemplated by clauses (a) and
(b) above) such that, together with all other Property of the Borrower and
its Subsidiaries previously leased, sold or disposed of since the date
hereof, do not constitute a Substantial Portion of the Property of the
Borrower and its Subsidiaries.
       6.13. Investments and Purchases. The Borrower 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 create any Subsidiary or become or remain
a partner in any partnership or joint venture, or make any Purchases,
except:
             (a)   Variable rate demand securities (in connection with
remarketing activities), other marketable securities inventories
(including, but not limited to, bonds, preferred stock and equity
securities) and derivatives purchased in the ordinary course of business;
             (b)   Obligations of, or fully guaranteed by, the United States
of America; commercial paper and other short-term notes and securities
rated investment grade by a national securities rating agency, demand
deposit accounts maintained in the ordinary course of business, and
certificates of deposit issued by and time deposits with (i) M&I First
National Bank or (ii) other commercial banks (whether domestic or foreign)
which have capital and surplus in excess of $100,000,000, and
             (c)   Purchases of or Investments in Persons or Purchases of
assets; provided that (i) in the case of Purchases of or Investments in
Persons, each such Person shall be incorporated or organized under the laws
of any state of the United States, (ii) each such Person shall be engaged
in, or such assets shall relate to, a line of business not substantially
different from those lines of business carried on by broker-dealers, (iii)
in the case of Purchases of or Investments in Persons, the transaction
shall have been approved and recommended by the board of directors (or
functional equivalent thereoi) of such Person, and (iv) no Default or
Unmatured Default shall have occurred and be continuing either immediately
before or after giving effect to such transaction and no Material Adverse
Effect would result therefrom.
       6.14. Contingent Obligations. The Borrower will not, nor will it
permit any Subsidiary to, make or suffer to exist any Contingent
Obligation, except (a) by endorsement of instruments for deposit or
collection in the ordinary course of business and (b) other Contingent
Obligations which do not exceed 10% ofthe consolidated assets ofthe
Borrower and its Subsidiaries taken as a whole.
       6.15. Liens. The Borrower will not, nor will it permit any Subsidiary
to, create, incur, or suffer to exist any Lien in, of or on its Property,
except for such Liens which do not exceed 75% of the consolidated assets of
the Borrower and its Subsidiaries taken as a whole (excluding securities
inventories) as shown on the most recent consolidated financial statements
of the Borrower and its Subsidiaries.
       6.16. Affiliates. The Borrower will not, nor will it 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 Borrower's or such
Subsidiary's business and upon fair and reasonable terms no less favorable
to the Borrower or such Subsidiary than the Borrower or such Subsidiary
would obtain in a comparable arms-length transaction.
       6.17. Change in Corporate Structure. Fiscal Year. The Borrower shall
not (a) permit any amendment or modification to be made to its charter or
by-laws which is materially adverse to the interests of the Lenders
(provided that the Borrower shall notify the Agent of any other amendment
or modification thereto as soon as practicable thereafter) or (b) change
its Fiscal Year to end on any date other than December 31 of each year.
       6.18. Inconsistent Agreements. The Borrower shall not, nor shall it
permit any Subsidiary to, enter into any indenture, agreement, instrument
or other arrangement which (a) directly or indirectly prohibits or
restrains, or has the effect of prohibiting or restraining, or imposes
materially adverse conditions upon, the incurrence of the Obligations, the
granting of Liens to secure the Obligations, the amending of the Loan
Documents or the ability of any Subsidiary to (i) pay dividends or make
other distributions on its capital stock, (ii) make loans or advances to
the Borrower, or (iii) repay loans or advances to the Borrower, or (b)
contains any provision which would be violated or breached by the making of
Advances or by the performance by the Borrower of any of its obligations
under any Loan Document.
       6.19. Financial Covenants. The Borrower on a consolidated basis shall
at all times after the date hereof:
             6.19.1.Minimum Tangible Net Worth. Maintain a minimum Tangible
Net Worth of at least $24,000,000.
             6.19.2. Net Capital Ratio. Maintain a ratio of Net Capital to
Aggregate Debit Items of not less than 5%.
       6.20. ERISA Compliance. The Borrower will (a) fulfill, and cause each
member of the Controlled Group to fulfill, its obligations under the
minimum funding standards of ERISA and the Code with respect to each Plan,
except where the failure to do so would not result in any liabilities to
members of the Controlled Group in excess of $1,000,000, (b) comply, and
cause each member of the Controlled Group to comply, with all applicable
provisions of ERISA and the Code with respect to each Plan, except where
such failure or noncompliance individually or in the aggregate would not
have a Material Adverse Effect and (c) not, and not permit any member of
the Controlled Group to, (i) seek a waiver of the minimum funding standards
under ERISA, (ii) terminate or withdraw from any Plan or (iii) take any
other action with respect to any Plan which would reasonably be expected to
entitle the PBGC to terminate, impose liability in respect of, or cause a
trustee to be appointed to administer, any Plan, unless the actions or
events described in the foregoing clauses (i), (ii) or (iii) individually
or in the aggregate would not have a Material Adverse Effect.
       6.21. Further Assurances. The Borrower shall execute any and all
further documents, financing statements, agreements and instruments, and
take all further action that may be required under applicable law, or that
the Required Lenders, the Agent or the Collateral Agent may reasonably
request, in order to effectuate the transactions contemplated by the Loan
Documents and in order to grant, preserve, protect and perfect the validity
and first priority (with such exceptions as are expressly permitted by the
Loan Documents) of the security interests created or intended to be created
by the Security Documents.
                                   ARTICLE VII
                                    DEFAULTS
       The occurrence of any one or more of the following events shall
constitute a Default:
       7.1.  Representation or Warranty. Any representation or warranty made
or deemed made by or on behalf of the Borrower to the Lenders or the Agent
under or in connection with this Agreement, any other Loan Document, any
Loan, or any certificate or information delivered in connection with this
Agreement or any other Loan Document shall be materially false on the date
as of which made or deemed made.
       7.2.  Non-Payment. Nonpayment of (a) any principal of any Loan when
due, or (b) any interest upon any Loan or of any Facility Fee, Utilization
Fee or other fee or Obligation under any of the Loan Documents within three
(3) days after the same becomes due.
       7.3.  Specific Defaults. The breach by the Borrower of any of the
terms or provisions of Sections 6.11 through Section 6.15 or Section 6.19.
       7.4.  Other Defaults. The breach by the Borrower (other than a breach
which constitutes a Default under Section 7. 1, 7.2 or 7.3) of any of the
terms or provisions of this Agreement which (a) in the case of Section 6.2,
Section 6.3(a), Section 6.4, Section 6.10, Sections 6.16 through Section
6.18, Section 6.20 and Section 6.21, is not remedied within ten (10) days
after written notice from the Agent or any Lender, or (b) in the case of
any other term or provision, is not remedied within thirty (30) days after
written notice from the Agent or any Lender.
       7.5.  Cross-Default. Failure of the Borrower or any of its
Subsidiaries to pay any Indebtedness aggregating in excess of $1,000,000
when due or the default by the Borrower or any of its Subsidiaries in the
performance of any term, provision or condition contained in any agreement
or agreements under which any such Indebtedness was created or is governed,
or the occurrence of any other event or existence of any other condition,
the effect of any of which is to cause, or to permit the holder or holders
of such Indebtedness to cause, such Indebtedness to become due prior to its
stated maturity; or any such Indebtedness of the Borrower or any of its
Subsidiaries shall be declared to be due and payable or required to be
prepaid (other than by a regularly scheduled payment) prior to the stated
maturity thereof.
       7.6.  Insolvency; Voluntary Proceedings. The Borrower or any of its
Subsidiaries shall (a) have an order for relief entered with respect to it
under the Federal bankruptcy laws as now or hereafter in effect, (b) make
an assignment for the benefit of creditors, (c) 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, (d) 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, (e) take any corporate action to authorize or effect any ofthe
foregoing actions set forth in this Section 7.6, (f) fail to contest in
good faith any appointment or proceeding described in Section 7.7, or (g)
become unable to pay, not pay, or admit in writing its inability to pay,
its debts generally as they become due.
       7.7.  Involuntary Proceedings. Without the application, approval or
consent of the Borrower or any of its Subsidiaries, a receiver, trustee,
examiner, liquidator or similar official shall be appointed for the
Borrower or any of its Subsidiaries or any Substantial Portion of its
Property, or a proceeding described in Section 7.6(d) shall be instituted
against the Borrower or any of its Subsidiaries and such appointment
continues undischarged or such proceeding continues undismissed or unstayed
for a period of 30 consecutive days.
       7.8.  Condemnation. Any court or Governmental Authority shall
condemn, seize or otherwise appropriate, or take custody or control of
(each a "Condemnation"), all or any portion of the Property of the Borrower
and its Subsidiaries which, when taken together with all other Property of
the Borrower 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 Condemnation occurs, constitutes a Substantial
Portion.
       7.9.  Judgments. The Borrower or any of its Subsidiaries shall fail
within 30 days to pay, bond or otherwise discharge any judgment or order
for the payment of money of $1,000,000 or more (or multiple judgments or
orders for the payment of an aggregate amount of $1,000,000 or more), which
is not stayed on appeal or otherwise being appropriately contested in good
faith and as to which no enforcement actions have been commenced.
       7.10. Security Agreement. The Security Agreement shall for any reason
fail to create a valid and perfected, first priority security interest in
the Collateral purported to be covered thereby, except as permitted by the
terms of the Security Agreement, or the Security Agreement shall fail to
remain in full force or effect or any action shall be taken to discontinue
or to assert the invalidity or unenforceability of the Security Agreement,
or the Borrower shall fail to comply with any covenant contained in Section
5 of the Security Agreement.
       7.11. SIPC. The SEC or any Self-Regulatory Organization has notified
the SIPC pursuant to Section 5(a)(1) of SIPA of facts which indicate that
the Borrower is in or is approaching financial difficulty, or the SIPC
shall have applied or shall have formally announced its intention to apply
for a decree adjudicating that customers of the Borrower are in need of
protection under SIPA.
       7.12. Conduct of Business. The SEC or any other Governmental
Authority shall revoke or suspend the Borrower's license, authorization or
status under federal or state law to conduct business as a broker-dealer
(and such license, authorization or status shall not be reinstated within 5
days of such suspension), or any Self-Regulatory Organization, securities
exchange, DTC or PTC shall revoke or suspend Borrower's membership therein
(and such membership shall not be reinstated within 10 days of such
suspension).
       7.13. ERISA. With respect to any Plan, the Borrower or any Subsidiary
shall (a) incur any "accumulated funding deficiency" (as such term is
defined in Section 302 of ERISA) in excess of $1,000,000, whether or not
waived, or permit any Unfunded Liability to exceed $1,000,000, or (b)
permit the occurrence of any Termination Event which could result in a
liability to the Borrower or any other member of the Controlled Group in
excess of $1,000,000.
       7.14. Change in Control. (a) The acquisition by any Person, or two or
more Persons acting in concert, of beneficial ownership (within the meaning
of SEC Rule 13d-3 under the Exchange Act) of 30% or more of the outstanding
shares of voting capital stock of The Ziegler Companies, Inc. or (b) The
Ziegler Companies, Inc. shall cease to own beneficially and of record, free
and clear of all Liens, other encumbrances, or voting agreements,
restrictions or trusts of any kind, 100% of the outstanding shares of
voting capital stock of the Borrower.
       7.15. Official Lien. Any Official Lien on all or any portion of the
Collateral shall have been created and such Official Lien shall not have
been discharged, released or bonded (with Property other than the
Collateral) within 30 days of such creation.
                                  ARTICLE VIII
                 ACCELERATION, WAIVERS, AMENDMENTS AND REMEDIES
       8.1.  Acceleration. If any Default described in Section 7.6 or 7.7
occurs with respect to the Borrower, the obligations of the Lenders to make
Loans hereunder shall automatically terminate and the Obligations shall
immediately become due and payable without any election or action on the
part of the Agent or any Lender. If any other Default occurs, the Required
Lenders (or the Agent with the consent of the Required Lenders) may
terminate or suspend the obligations of the Lenders to make Loans
hereunder, 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
Borrower hereby expressly waives.
       If, within 30 days after acceleration ofthe maturity ofthe
Obligations or termination ofthe obligations of the Lenders to make Loans
hereunder as a result of any Default (other than any Default as described
in Section 7.6 or 7.7 with respect to the 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 Agent shall, by notice to the Borrower, rescind and annul such
acceleration and/or termination.
       8.2.  Amendments. Subject to the provisions of this Article VIII, the
Required Lenders (or the Agent with the consent in writing of the Required
Lenders) and the Borrower 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 Borrower hereunder
or waiving any Default hereunder, provided, however, that no such
supplemental agreement shall, without the consent of all of the Lenders:
             (a)   Extend the final maturity of any Loan or postpone any
regularly scheduled payment of principal of any Loan or forgive all or any
portion of the principal amount thereof, or reduce the rate or extend the
time of payment of interest or fees thereon;
             (b)   Reduce the percentage specified in the definition of
Required Lenders,
             (c)   Reduce the amount of or extend the date for any mandatory
payment required under Section 2.1 (b) or increase the amount of the
Commitment of any Lender hereunder,
             (d)   Extend the Facility Termination Date;
             (e)   Amend this Section 8.2;
             (f)   Except as provided in the Security Agreement, release all
or substantially all of the Collateral, or
             (g)   Permit any assignment by the Borrower of its Obligations
or its rights hereunder.
No amendment of any provision of this Agreement relating to the Agent shall
be effective without the written consent of the Agent. The Agent may waive
payment of the fee required under Section 12.3.2 without obtaining the
consent of any other party to this Agreement.
       8.3.  Preservation of Rights. No delay or omission of the Lenders or
the 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 Loan notwithstanding the existence of a
Default or the inability of the Borrower to satisfy the conditions
precedent to such Loan 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 the
Lenders required pursuant to Section 8.2, and then only to the extent in
such writing specifically set forth.
       8.4.  Remedies. The Agent shall, at the request of, or may, with the
consent of, the Required Lenders, exercise on behalf of itself and the
Lenders all rights and remedies available to it and the Lenders under the
Loan Documents or applicable law, including the sending of a Foreclosure
Notice to the Collateral Agent to liquidate and distribute the Collateral
pursuant to Section 6.02 of the Security Agreement. The rights provided for
in this Agreement and the other Loan Documents are cumulative and are not
exclusive of any other rights, powers, privileges or remedies provided by
law or in equity, or under any other instrument, document or agreement now
existing or hereafter arising, and all such remedies shall be available to
the Agent, the Collateral Agent and the Lenders until the Obligations have
been paid in full.
                                   ARTICLE IX
                               GENERAL PROVISIONS
       9.1.  Survival of Representations. All representations and warranties
of the Borrower contained in this Agreement or of the Borrower contained in
the Security Agreement or any other Loan Document shall survive the making
of the Loans herein contemplated.
       9.2.  Governmental Regulation. Anything contained in this Agreement
to the contrary notwithstanding, no Lender shall be obligated to extend
credit to the Borrower in violation of any limitation or prohibition
provided by any applicable statute or regulation.
       9.3.  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.
       9.4.Entire Agreement. The Loan Documents embody the entire agreement
and understanding among the Borrower, the Agent and the Lenders and
supersede all prior agreements and understandings among the Borrower, the
Agent and the Lenders relating to the subject matter thereof other than the
fee letter referred to in Section 10.13.
       9.5.  Several Obligations: Benefits of this Agreement. The respective
obligations ofthe 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 Agent is authorized to act as such). The failure of any Lender to
perform any of its obligations hereunder shall not relieve any other 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 Sections 9.6, 9.10 and 10.11 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.
       9.6.  Expenses; Indemnification. (a) The Borrower shall reimburse the
Agent and the Arranger for any reasonable costs and out-of-pocket expenses
(including attorneys' fees and time charges of attomeys for the Agent,
which attorneys may be employees of the Agent) paid or incurred by the
Agent or the Arranger in connection with the preparation, negotiation,
execution, delivery, review, syndication, amendment, modification and
administration of the Loan Documents. The Borrower also agrees to reimburse
the Agent, the Arranger and the Lenders for any costs and out-of-pocket
expenses (including attorneys' fees and time charges of attorneys for the
Agent, the Arranger and the Lenders, which attorneys may be employees of
the Agent, the Arranger or the Lenders) paid or incurred by the Agent, the
Arranger or any Lender in connection with the collection and enforcement of
the Loan Documents.
             (b)   The Borrower further agrees to indemnify the Agent, the
Arranger and each Lender, its directors, officers and employees against all
losses, claims, damages, penalties, judgments, liabilities and expenses
(including, without limitation, all expenses of litigation or preparation
therefor whether or not the Agent, the Arranger or any Lender is a party
thereto) which any of them may pay or incur arising out of or relating to
this Agreement, the Security Agreement, the other Loan Documents, the
transactions contemplated hereby or thereby or the direct or indirect
application or proposed application of the proceeds of any Loan 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 Borrower under this Section 9.6
shall survive the termination of this Agreement.
       9.7.  Numbers of Documents. All statements, notices, closing
documents, and requests hereunder shall be furnished to the Agent with
sufficient counterparts so that the Agent may furnish one to each of the
Lenders.
       9.8.  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.
       9.9.  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.
       9.10. Nonliability of Lenders. The relationship between the Borrower
on the one hand and the Lenders and the Agent on the other hand shall be
solely that of borrower and lender. Neither the Agent, the Arranger nor any
Lender shall have any fiduciary responsibilities to the Borrower. Neither
the Agent, the Arranger nor any Lender undertakes any responsibility to the
Borrower to review or inform the Borrower of any matter in connection with
any phase of the Borrower's business or operations. The Borrower agrees
that neither the Agent, the Arranger nor any Lender shall have liability to
the Borrower (whether sounding in tort, contract or otherwise) for losses
suffered by the Borrower 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. Neither the Agent, the Arranger nor any Lender shall
have any liability with respect to, and the Borrower hereby waives,
releases and agrees not to sue for, any special, indirect or consequential
damages suffered by the Borrower in connection with, arising out of, or in
any way related to the Loan Documents or the transactions contemplated
thereby.
       9.11. 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, WITHOUT REGARD TO CONFLICT OF LAWS
PROVISIONS, OF THE STATE OF NEW YORK, BUT GIVING EFFECT TO FEDERAL LAWS
APPLICABLE TO NATIONAL BANKS.
       9.12. CONSENT TO JURISDICTION. EACH PARTY HEREBY IRREVOCABLY SUBMITS
TO THE NON-EXCLUSIVE JURISDICTION OF ANY UNITED STATES FEDERAL OR NEW YORK
STATE COURT SITTING IN NEW YORK CITY IN ANY ACTION OR PROCEEDING ARISING
OUT OF OR RELATING TO ANY LOAN DOCUMENTS AND EACH PARTY 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 AGENT OR ANY LENDER TO
BRING PROCEEDINGS AGAINST THE BORROWER IN THE COURTS OF ANY OTHER
JURISDICTION. ANY JUDICIAL PROCEEDING BY THE BORROWER AGAINST THE AGENT OR
ANY LENDER OR ANY AFFILIATE OF THE AGENT 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 NEW
YORK CITY, PROVIDED, THAT SUCH PROCEEDINGS MAY BE BROUGHT IN OTHER COURTS
IF JURISDICTION MAY NOT BE OBTAINED IN A COURT IN NEW YORK CITY.
       9.13. WAIVER OF JURY TRIAL. THE BORROWER, THE AGENT 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.
       9.14. Disclosure. Each Lender hereby (a) acknowledges and agrees that
First Chicago and/or its Affiliates from time to time may hold other
investments in, make other loans to or have other relationships with the
Borrower, including, without limitation, as agent under the Line Offers
Agreement and in connection with any interest rate hedging instruments or
agreements or swap transactions, and (b) waives any liability of First
Chicago or such Affiliate to such Lender arising out of or resulting from
such investments, loans or relationships which would not exist but for
First Chicago's status as Agent hereunder.
       9.15. 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 Borrower, the Agent and the Lenders and each party has
notified the Agent that it has taken such action.
                                    ARTICLE X
                                    THE AGENT
       10.1. Appointment. Nature of Relationship. The First National Bank of
Chicago is hereby appointed by each of the Lenders as its contractual
representative (herein referred to as the "Agent") hereunder and under each
other Loan Document, and each of the Lenders irrevocably authorizes the
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 Agent agrees to act as such contractual representative upon
the express conditions contained in this Article X. Notwithstanding the use
of the defined term "Agent," it is expressly understood and agreed that the
Agent shall not have any fiduciary responsibilities to any Lender by reason
of this Agreement or any other Loan Document and that the 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
Agent (i) does not hereby assume any fiduciary duties to any of the
Lenders, (ii) is a "representative" of the Lenders within the meaning of
Section 9-105 of the Uniform Commercial Code and (iii) is acting as an
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 Agent on any
agency theory or any other theory of liability for breach of fiduciary
duty, all of which claims each Lender hereby waives.
       10.2. Powers. The Agent shall have and may exercise such powers under
the Loan Documents as are specifically delegated to the Agent by the terms
of each thereof, together with such powers as are reasonably incidental
thereto. The Agent shall have no implied 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 Agent.
       10.3. General Immunity. Neither the Agent nor any of its directors,
officers, agents or employees shall be liable to the Borrower, 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.
       10.4. No Responsibility for Loans, Recitals, etc. Neither the Agent
nor any of its 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 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 Borrower or any guarantor of any of the
Obligations or of any of the Borrower's or any such guarantor's respective
Subsidiaries. The Agent shall have no duty to disclose to the Lenders
information that is not required to be furnished by the Borrower to the
Agent at such time, but is voluntarily furnished by the Borrower to the
Agent (either in its capacity as Agent or in its individual capacity).
       10.5. Action on Instructions of Lenders. The 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, and such instructions and any action taken
or failure to act pursuant thereto shall be binding on all of the Lenders
and on all holders of Notes. The Lenders hereby acknowledge that the Agent
shall be under no duty to take any discretionary action permitted to be
taken by it pursuant to the provisions of this Agreement or any other Loan
Document unless it shall be requested in writing to do so by the Required
Lenders. The 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 actlon.
       10.6. Employment of Agents and Counsel. The Agent may execute any of
its duties as 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 Agent shall
be entitled to advice of counsel concerning the contractual arrangement
between the Agent and the Lenders and all matters pertaining to the Agent's
duties hereunder and under any other Loan Document.
       10.7. Reliance on Documents; Counsel. The 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 Agent, which counsel may be employees of the Agent.
       10.8. Agent's Reimbursement and Indemnification. The Lenders agree to
reimburse and indemnify the Agent ratably in proportion to their respective
Commitments (or, if the Commitments have been terminated, in proportion to
their Commitments immediately prior to such termination) (i) for any
amounts not reimbursed by the Borrower for which the Agent is entitled to
reimbursement by the Borrower under the Loan Documents, (ii) for any other
expenses incurred by the Agent on behalf of the Lenders, in connection with
the preparation, execution, delivery, administration and enforcement of the
Loan Documents (including, without limitation, for any expenses incurred by
the Agent in connection with any dispute between the 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 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 Agent in connection with any dispute between the 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
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 by a court of
competent jurisdiction to have resulted from the gross negligence or
willful misconduct of the Agent. The obligations of the Lenders under this
Section 10.8 shall survive payment of the Obligations and termination of
this Agreement
       10.9. Notice of Default. The Agent shall not be deemed to have
knowledge or notice of the occurrence of any Default or Unmatured Default
hereunder unless the Agent has received written notice from a Lender or the
Borrower 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 Agent receives such a notice, the Agent shall give prompt notice
thereof to the Lenders.
       10.10.      Rights as a Lender. In the event the Agent is a Lender,
the Agent shall have the same rights and powers hereunder and under any
other Loan Document with respect to its Commitment and its Loans as any
Lender and may exercise the same as though it were not the Agent, and the
term "Lender" or "Lenders" shall, at any time when the Agent is a Lender,
unless the context otherwise indicates, include the Agent in its individual
capacity. The 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 Borrower or any of its Subsidiaries in which
the Borrower or such Subsidiary is not restricted hereby from engaging with
any other Person.
       10.11.      Lender Credit Decision. Each Lender acknowledges that it
has, independently and without reliance upon the Agent, the Arranger or any
other Lender and based on the financial statements prepared by the Borrower
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 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.
       10.12.      Successor Agent. The Agent may resign at any time by
giving written notice thereof to the Lenders and the Borrower, such
resignation to be effective upon the appointment of a successor Agent or,
if no successor Agent has been appointed, forty-five days after the
retiring Agent gives notice of its intention to resign. Upon any such
resignation, the Required Lenders shall have the right to appoint, on
behalf of the Borrower and the Lenders, a successor Agent. If no successor
Agent shall have been so appointed by the Required Lenders within thirty
days after the resigning Agent's giving notice of its intention to resign,
then the resigning Agent may appoint, on behalf of the Borrower and the
Lenders, a successor Agent. Notwithstanding the previous sentence, the
Agent may at any time without the consent of the Borrower or any Lender,
appoint any of its Affiliates which is a commercial bank as a successor
Agent hereunder. If the Agent has resigned and no successor Agent has been
appointed, the Lenders may perform all the duties of the Agent hereunder
and the Borrower 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 Agent shall be deemed to be appointed hereunder
until such successor Agent has accepted the appointment. Any such successor
Agent shall be a commercial bank having capital and retained earnings of at
least $100,000,000. Upon the acceptance of any appointment as Agent
hereunder by a successor Agent, such successor Agent shall thereupon
succeed to and become vested with all the rights, powers, privileges and
duties of the resigning Agent. Upon the effectiveness of the resignation of
the Agent, the resigning Agent shall be discharged from its duties and
obligations hereunder and under the Loan Documents. After the effectiveness
of the resignation of an Agent, the provisions of this Article X shall
continue in effect for the benefit of such Agent in respect of any actions
taken or omitted to be taken by it while it was acting as the Agent
hereunder and under the other Loan Documents. In the event that there is a
successor to the Agent by merger, or the Agent assigns its duties and
obligations to an Affiliate pursuant to this Section 10.12, then the term
"Corporate Base Rate" as used in this Agreement shall mean the prime rate,
base rate or other analogous rate of the new Agent.
       10.13.      Agent's Fees. The Borrower agrees to pay to the Agent,
for its own account, in addition to the Facility Fee and Utilization Fee
provided for in Section 2.4, the fees agreed to by the Borrower and the
Agent pursuant to that certain letter agreement dated November 12, 1997, or
as otherwise agreed from time to time.
       10.14.      Delegation to Affiliates. The Borrower and the Lenders
agree that the 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 Agent
is entitled under Articles IX and X.
       10.15.      Execution of Collateral Documents. The Lenders hereby
empower and authorize the Agent to execute and deliver to the Borrower on
their behalf the Security Agreement and any financing statements,
agreements, documents or instruments as shall be necessary or appropriate
to effect the purposes thereof.
       10.16.      Collateral Releases. The Lenders hereby empower and
authorize the Agent to execute and deliver to the Borrower on their behalf
any agreements, documents or instruments as shall be necessary or
appropriate to effect any releases of Collateral which shall be permitted
by the terms hereof, the Security Agreement or of any other Loan Document
or which shall otherwise have been approved by the Required Lenders (or, if
required by the terms of Section 8.2, all of the Lenders) in writing.
                                   ARTICLE XI
                            SETOFF; RATABLE PAYMENTS
       11.1. Setoff. In addition to, and without limitation of, any rights
of the Lenders under applicable law, if the Borrower becomes insolvent,
however evidenced, or 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 Indebtedness at any time held or
owing by any Lender or any Affiliate of any Lender to or for the credit or
account of the Borrower may be offset and applied toward the payment of the
Obligations owing to such Lender, whether or not the Obligations, or any
part hereof, shall then be due.
       11.2. Ratable Pavments. If any Lender, whether by setoff or
otherwise, has payment made to it upon its Loans (other than payments
received pursuant to Section 3.1, 3.2 or 3.3) in a greater proportion than
that received by any other Lender, such Lender agrees, promptly upon
demand, to purchase a portion of the Loans held by the other Lenders so
that after such purchase each Lender will hold its ratable proportion of
Loans. 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 Loans. In case any such payment is disturbed
by legal process, or otherwise, appropriate further adjustments shall be
made. If an amount to be setoff is to be applied to Indebtedness of the
Borrower to a Lender, other than Indebtedness comprised of Loans made by
such Lender, such amount shall be applied ratably to such other
Indebtedness and to the Indebtedness comprised of such Loans.
                                   ARTICLE XII
                BENEFIT OF AGREEMENT: ASSIGNMENTS: PARTICIPATIONS
       12.1. Successors and Assigns. The terms and provisions of the Loan
Documents shall be binding upon and inure to the benefit of the Borrower
and the Lenders and their respective successors and assigns, except that
(a) the Borrower shall not have the right to assign its rights or
obligations under the Loan Documents, and (b) any assignment by any Lender
must be made in compliance with Section 12.3. Notwithstanding clause (b) of
this Section, any Lender may at any time, without the consent of the
Borrower or the Agent, assign all or any portion of its rights under this
Agreement and any Note to a Federal Reserve Bank; provided, however, that
no such assignment to a Federal Reserve Bank shall release the transferor
Lender from its obligations hereunder. The 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 12.3 in the case
of an assignment thereof or, in the case of any other transfer, a written
notice of the transfer is filed with the Agent. Any assignee or transferee
of the rights to any Loan or any Note agrees by acceptance of such transfer
or 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 issued in evidence
thereof), shall be conclusive and binding on any subsequent holder,
transferee or assignee of the rights to such Loan.
       12.2. Participations.
             12.2.1.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 Loan owing to 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 Loans and the holder
of any Note issued to it in evidence thereof for all purposes under the
Loan Documents, all amounts payable by the Borrower under this Agreement
shall be determined as if such Lender had not sold such participating
interests, and the Borrower and the Agent shall continue to deal solely and
directly with such Lender in connection with such Lender's rights and
obligations under the Loan Documents. Participants shall be entitled to the
benefits of the cost protection provisions contained in Sections 3 1, 3.2,
3.3 and 9.6 to the same extent as if they were Lenders, provided that the
Borrower shall not be required to reimburse Participants pursuant to such
provisions in an amount in excess of the amount that would have been
payable thereunder to such Lender had such Lender not sold such
participation.
             12.2.2.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 which effects any of the
modifications referenced in clauses (a) through (g) of Section 8.2.
12.2.3. Benefit of Setoff. The Borrower agrees that each Participant shall
be deemed to have the right of setoff provided in Section 1 1.1 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 1 1.1 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 1 1.1, 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 11.2 as if
each Participant were a Lender.
       12.3.  Assignments.
             12.3.1. 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; provided,
however, that in the case of an assignment to an entity which is not a
Lender or an Affiliate of a Lender, such assignment shall (unless each of
the Borrower and Agent otherwise consents) be in an amount not less than
the lesser of (i) $10,000,000 (and in multiples of $5,000,000 in excess
thereof) or (ii) the remaining amount of the assigning Lender's Commitment
(calculated as at the date of such assignment). Such assignment shall be
substantially in the form of Exhibit D hereto or in such other form as may
be agreed to by the parties thereto. The consent of the Agent and, so long
as no Default is continuing, the Borrower shall be required prior to an
assignment becoming effective with respect to a Purchaser which is not a
Lender or an Affiliate thereof Such consent shall not be unreasonably
withheld or delayed.
             12.3.2. Effect; Effective Date. Upon (a) delivery to the Agent
of a notice of assignment, substantially in the form attached as Exhibit I
to Exhibit D hereto (a "Notice of Assignment"), together with any consents
required by Section 12.3.1, and (b) payment by the transferor Lender or
Purchaser of a $3,500 fee to the Agent for processing such assignment, such
assignment shall become effective on the effective date specified in such
Notice of Assignment. On and after the effective date of such assignment,
(a) 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 (b) no further consent or action by the Borrower, the Lenders or the
Agent shall be required to release the transferor Lender with respect to
the percentage of the Aggregate Commitment and Loans assigned to such
Purchaser. Upon the consummation of any assignment to a Purchaser pursuant
to this Section 12.3.2, the transferor Lender, the Agent and the Borrower
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,
as adjusted pursuant to such assignment.
       12.4  Dissemination of Information. (a) The Borrower authorizes 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 Borrower,
provided that each Transferee and prospective Transferee agrees to be bound
by Section 12.4(b) of this Agreement.
             (b)   Each Lender agrees to hold any confidential information
which it may receive from the Borrower pursuant to this Agreement in
confidence and for use in connection with this Agreement, including without
limitation, for use in connection with its rights and remedies hereunder,
except for disclosure (i) to other Lenders and their respective Affiliates,
(ii) to legal counsel, accountants, and other professional advisors to, and
Affiliates of, that Lender, (iii) to regulatory officials, (iv) as
requested pursuant to or as required by law, regulation, or legal process,
(v) in connection with any legal proceeding to which that Lender is a
party, and (vi) as permitted by Section 12 4(a)
       12.5. 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
3.3(iv).
                                  ARTICLE XIII
                                     NOTICES
       13.1. Giving Notice. Except as otherwise permitted by Section 2.12
with respect to borrowing notices, all notices, requests and other
communications provided to any party hereto under this Agreement or any
other Loan Document 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 Borrower or the Agent, at its address or facsimile
number set forth on the signature pages hereof, (y) in the case of any
Lender, at its address or facsimile number set forth on Schedule 1 hereto,
or (z) in the case of any party, at such other address or facsimile number
as such party may hereafter specify by notice to the Agent and the Borrower
in accordance with the provisions of this Section 13.1. 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 Agent under Article II shall not be effective until received.
       13.2. Change of Address. The Borrower, the 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.
                           [signature pages to follow]
       IN WITNESS WHEREOF, the Borrower, the Lenders and the Agent have
executed this Agreement as of the date first above written.
B.C. ZIEGLER AND COMPANY              THE FIRST NATIONAL BANK OF CHICAGO,
                                      Individually and as Agent
By /s/ Dennis A. Wallestad            By: /s/ Glenyss J. Gilliam
Title Chief Financial Officer         Title: Vice President and
                                             Authorizing Agent
Address:                                 Lending Office for Loans:
       215 North Main Street                 One First National Plaza
       West Bend, Wisconsin 53095            Suite 0159, 16th Floor
       Attn: Mr. Jeffrey C. Vredenbregt,     Chicago, Illinois 60670
       Controller and Treasurer              Attn: Ms. Vicki Kobierski
       Telecopy: (414) 334-1562              Telecopy: (312) 732-3537
       Telephone: (414) 334-5521             Telephone: (312) 732-5627
with a copy to:                          Address for Notices:
       Ziegler Securities Division           One First National Plaza
       One South Wacker Drive, Suite 3080    Suite 0159, 16th Floor
       Chicago, Illinois 60606               Chicago, Illinois 60670
       Attn: Mr. Michael McDaniel            Attn: Ms. Glenyss Gilliam
       Telecopy:(312) 263-2227               Telecopy: (312) 732-3246
       Telephone:(312) 263-5217              Telephone: (312) 732-3642
                                        with a copy to:
                                             Equitable Building
                                             153 W. 51st St., 6th Floor
                                             New York, New York 10019
                                             Attn: Ms. Andrea S. Kantor
                                             Telecopy:   (212) 373-1180
                                             Telephone:   (212) 373-1194
                                         COMMERZBANK AKTIENGESELLSCHAFT,
                                         CHICAGO BRANCH
                                         By: /s/ Marie Cualoping
                                         Title: Assistant Treasurer
                                         By: /s/ Mark Monson
                                         Title: Vice President
                                         FIRSTAR BANK MILWAUKEE, N.A.
                                         By: /s/ Sandra J. Hartay
                                         Title:  Vice President
                                         FIRST BANK NATIONAL ASSOCIATION
                                         By: /s/ John Hankerd
                                         Title:  Vice President
                                         LASALLE NATIONAL BANK
                                         By: /s/ Jody M. Staszesky
                                         Title:  First Vice President
                                         NORWEST BANK MINNESOTA, N.A.
                                         By: /s/ L. M. Lange
                                         Title:  Vice President
Exhibit A
                              REVOLVING CREDIT NOTE
$                                                   Dated:             , 19
       FOR VALUE RECEIVED, B.C. ZIEGLER AND COMPANY (the "Borrower"), HEREBY
PROMISES TO PAY to the order of                  (the "Lender") the lesser
of the principal sum of           Dollars ($ ) or the aggregate unpaid
principal amount of all Loans made by the Lender to the Borrower pursuant
to Section 2.1 of the Revolving Credit Agreement (as hereinafter defined),
on or before the Facility Termination Date, together, in each case, with
interest on any and all principal amounts remaining unpaid hereunder from
time to time. Interest upon the unpaid principal amount hereof shall accrue
at the rates, shall be calculated in the manner and shall be payable on the
dates set forth in the Revolving Credit Agreement. After maturity, whether
by acceleration or otherwise, accrued interest shall be payable upon
demand. Both principal and interest shall be payable in accordance with the
Revolving Credit Agreement to The First National Bank of Chicago, as Agent
(the "Agent") on behalf of the Lender, at its main office in Chicago,
Illinois in immediately available funds.
       The Lender shall, and is hereby authorized to, record on the schedule
attached hereto, or to otherwise record in accordance with its usual
practice, the date and amount of each Loan and the date and amount of each
principal payment hereunder, provided, however, that the failure to so
record shall not affect the Borrower's obligations under this Note.
       This Note is one of the Notes issued pursuant to, and is entitled to
the benefits of, the Revolving Credit Agreement dated as of January 16,
1998 by and among the Borrower, the financial institutions signatory
thereto (including the Lender) and the Agent (as amended, modified or
supplemented from time to time, the "Revolving Credit Agreement"), to which
Agreement reference is hereby made for a statement of the terms and
conditions governing this Note, including the terms and conditions under
which this Note may be prepaid or its maturity date accelerated. This Note
is secured pursuant to the Security Agreement (as defined in the Revolving
Credit Agreement) and reference is made thereto for a statement of the
terms and provisions thereof.
       The Borrower hereby waives presentment, demand, protest or notice of
any kind in connection with this Note.
       THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE
INTERNAL LAWS, WITHOUT REGARD TO CONFLICT OF LAWS PROVISIONS, OF THE STATE
OF NEW YORK BUT GIVING EFFECT TO FEDERAL LAWS APPLICABLE TO NATIONAL BANKS.
                                      B C. ZIEGLER AND COMPANY
By:
Title:
                   SCHEDULE OF LOANS AND PAYMENTS OF PRINCIPAL
                                       TO
                REVOLVING CREDIT NOTE OF B.C. ZIEGLER AND COMPANY
                           DATED             , 19
          Principal
          Amount of         Interest Rate        Principal        Unpaid
Date         Loan            (or Margin)        Amount Paid       Balance
                                                                      Exhibit B
                            MASTER SECURITY AGREEMENT
                               (REVOLVING CREDIT)
                          Dated as of January 16, 1998
                                      among
                            B.C. ZIEGLER AND COMPANY,
                                   as Grantor,
                                   THE LENDERS
                                       and
                       THE FIRST NATIONAL BANK OF CHICAGO,
         as Collateral Agent, Lenders' Agent and Securities Intermediary
                                TABLE OF CONTENTS
SECTION 1.   DEFINITIONS
SECTION 2.   REPRESENTATIONS AND WARRANTIES
SECTION 3.   COLLATERAL; ESTABLISHMENT OF COLLATERAL ACCOUNTS
       3.01  Pledge, Grant of Security Interest
       3.02  Establishment of Collateral Accounts
       3.03  Procedures for Crediting of Collateral to Collateral Accounts
       3.04  Procedures for Requesting Releases of Collateral From
             Collateral Accounts
       3.05  Liquidation of Certain VRD Eligible Securities
SECTION 4.    ADMINISTRATION AND SERVICING  .16
       4.01  The Collateral Agent
       4.02  Reports, Recordkeeping
       4.03  Rights of Collateral Agent With Respect to Calculations
       4.04  Rights of Lenders in Respect of Loans
       4.05  Contests
SECTION 5.   COVENANTS OF THE GRANTOR
       5.01  Delivery and Other Perfection
       5.02  Other Financing Statements and Liens
       5.03  Maintenance of Borrowing Base Percentage
       5.04  Voting Rights; Dividends; etc.
       5.05  Removals, Etc.
       5.06  Notices
SECTION 6.   COLLATERAL DEFAULT NOTICE; REMEDIES; DISTRIBUTION OF COLLATERAL
       6.01  Notice of Collateral Default
       6.02  Remedies
       6.03  Rights of Collateral Agent
       6.04  Effect of Bankruptcy, Etc.
SECTION 7.   THE COLLATERAL AGENT
       7.01  Appointment, Powers and Immunities
       7.02  Reliance by Collateral Agent
       7.03  Rights as a Lender
       7.04  Indemnification
       7.05  Non-Reliance on Collateral Agent and Other Lenders
       7.06  Failure to Act
       7.07  Resignation of Collateral Agent
       7.08  Waiver of Collateral Agent's Rights Against Collateral
       7.09  Appointment of Agents
       7.10  Notice of Default
       7.11  Exercise of Control by Collateral Agent
SECTION 8.   MISCELLANEOUS
       8.01  Waiver
       8.02  Notices
       8.03  Expenses, Etc.
       8.04  Amendments, Etc.
       8.05  Successors and Assigns
       8.06  Continuing Security Interest; Termination
       8.07  Powers Coupled With an Interest
       8.08  Captions
       8.09  Counterparts
       8.10  Governing Law; Submission to Jurisdiction
       8.11  Waiver of Jury Trial
       8.12  Integration
       8.13  Bank Affiliate Securities
SCHEDULES
Schedule 1      Schedule of Applicable Percentages for Eligible Securities
EXHIBITS        Exhibit A Form of Collateral Release Request
                Exhibit B Form of Collateral Transfer Request
                Exhibit C Form of Borrowing Base Report
                  MASTER SECURITY AGREEMENT (REVOLVING CREDIT)
       This MASTER SECURITY AGREEMENT (REVOLVING CREDIT) (this "Agreement")
dated as of January 16, 1998 is among B.C. ZIEGLER AND COMPANY, a Wisconsin
corporation (the "Grantor"), each ofthe financial institutions from time to
time party hereto (the "Lenders") and THE FIRST NATIONAL BANK OF CHICAGO
("First Chicago"), as collateral agent for the Lenders (in such capacity,
the "Collateral Agent"), as agent for the Lenders under the Revolving
Credit Agreement (as hereinafter defined) (in such capacity, the "Lenders'
Agent"), and as securities intermediary holding certain of the Collateral
(as hereinafter defined) (in such capacity, the " Securities
Intermediary").
                                   WITNESSETH:
       WHEREAS, the Lenders have entered into that certain Revolving Credit
Agreement of even date hereof among the Grantor, the Lenders and First
Chicago, as agent, pursuant to which the Lenders may make revolving credit
loans to the Grantor from time to time (the "Loans"),
       WHEREAS, the Lenders have requested that the Grantor provide security
for the payment of the Loans and the other Secured Obligations (as
hereinafter defined), and the Grantor is willing to do so,
       WHEREAS, the Grantor is entering into this Agreement for the purpose
of providing such security for the Secured Obligations and the Lenders are
entering into this Agreement for the purpose of setting forth their rights
to the Collateral (as hereinafter defined), and
       WHEREAS, the Grantor and the Lenders desire that First Chicago act as
collateral agent hereunder and First Chicago is willing to act as
collateral agent pursuant to the terms and conditions set forth herein,
       NOW THEREFORE, the parties hereto agree as follows:
       SECTION 1.  DEFINITIONS. As used in this Agreement, the following
terms have the following meanings (such meanings to be equally applicable
to both the singular and plural forms of the terms defined):
       "Affiliate" of any Person means each 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
owns 10% or more of any class of voting securities (or other ownership
interests) of the controlled Person or possesses, directly or indirectly,
the power to direct or cause the direction of the management or policies of
the controlled Person, whether through ownership of stock, by contract or
otherwise.
       "Agreement" means this Master Security Agreement (Revolving Credit),
as the same may be amended, supplemented or otherwise modified from time to
time.
       "Applicable Credit Rating" means, with respect to any Security, (i)
if one of S&P and Moody's has assigned a rating to such Security, the
rating of S&P or Moody's, as the case may be, (ii) if both S&P and Moody's
have assigned a rating to such Security, the lower of such ratings, and
(iii) if neither S&P nor Moody's has assigned a rating to such Security,
such Security shall be deemed to have no Applicable Credit Rating.
       "Applicable Percentage" means as to any subcategory of Eligible
Securities, the percentage set forth on Schedule 1 with respect to such
sub-category under the heading "Advance Rate".
       "Authorized Person" means, with respect to the Grantor, any duly
authorized officer, agent or representative of the Grantor.
       "Bankruptcy Code" means Title 11, United States Code, sections 1 et
seq., as the same may be amended from time to time, and any successor
thereto or replacement therefor which may be hereafter enacted.
       "Borrowing Base" at a particular time means (a) the aggregate Loan
Value of Cash and Eligible Securities included in the Collateral Pool at
such time minus (b) the ascertainable or maximum amount (as determined by
the Collateral Agent in its sole discretion, reasonably exercised) of the
obligations or liabilities secured by any Official Lien on any of the
Collateral included in the Collateral Pool.
       "Borrowing Base Percentage" at a particular time means the percentage
equivalent of a fraction, the numerator of which is equal to the Borrowing
Base at such time and the denominator of which is equal to the aggregate
amount of the Secured Obligations at such time.
       "Borrowing Base Report" has the meaning specified in Section 4.02.
       "Business Day" means a day (other than a Saturday or Sunday) on which
(i) banks generally are open in Chicago, Illinois and New York City for the
conduct of substantially all their commercial lending activities and (ii)
the NYSE is open for trading.
       "Cash" means (i) immediately available funds in U. S. Dollars, (ii)
any certified check or official check (x) which is drawn on a member of the
Chicago Clearing House Association or New York Clearing House Association,
(y) which is payable in U. S. Dollars and (z) the payment in respect of
which is or has become irrevocable, or (iii) amounts in U. S. Dollars on
deposit in accounts maintained by or on behalf of the Grantor with First
Chicago, provided that in each such case the Collateral Agent has a valid
and continuing first lien and security interest.
       "Cash Collateral Account" means one or more cash collateral accounts
established by the Collateral Agent with First Chicago pursuant to Section
3.02 and designated "Cash Collateral Account (Revolving Credit) pledged by
B.C. Ziegler and Company to The First National Bank of Chicago, as
Collateral Agent" and any successor account established pursuant to Section
7.07.
       "Certificated Security" has the meaning assigned to such term in
Section 8-102 of the Code.
       "Close of Business" on any given date, means the time of closing of
the Federal funds wire in Chicago, Illinois on such date, or, with respect
to any particular reference herein to such term, such earlier time on such
date as may be agreed to by the Grantor and the Collateral Agent.
       "Code" means the Uniform Commercial Code as in effect from time to
time in the State of New York.
       "Collateral" means all property pledged by the Grantor pursuant to
Section 3.01.
       "Collateral Accounts" means, collectively, the Cash Collateral
Account(s) and the Securities Collateral Account(s).
       "Collateral Default" means the occurrence of the following event: the
Collateral Agent shall have notified the Grantor in writing (by delivery of
a Borrowing Base Report or otherwise) one or more times on any Business Day
that the Borrowing Base Percentage is less than 100%, and the Borrowing
Base Percentage shall not have become at least 100% (i) if such notice is
delivered at or prior to 11:00 a.m., Chicago time, on any Business Day, by
the Close of Business on such Business Day or (ii) if such notice is
delivered after 11:00 a.m., but before 4:00 p.m., Chicago time, on any
Business Day, by 11:00 a.m., Chicago time, on the next succeeding Business
Day.
       "Collateral Default Notice" has the meaning specified in Section
6.01.
       "Collateral Pool" means at any time all Cash held at such time in the
Cash Collateral Account and all Eligible Securities.
       "Collateral Release Request" means (a) in the case of any request,
delivered to the Collateral Agent in accordance with Section 3.04, to
release Securities held with the DTC or PTC., a transmission (including, in
the case of DTC, an electronic transmission via DTC's Participant Terminal
System (PTS)) from the DTC, the PTC or the Grantor, as the case may be, to
the Collateral Agent setting forth such release, and (b) in the case of any
request to release any other Collateral, a duly completed request from the
Grantor to the Collateral Agent in the form of Exhibit A or a communication
that includes substantially the same information in such other form as is
reasonably acceptable to the Collateral Agent.
       "Collateral Transfer Request" means (a) in the case of any transfer
to the Collateral Agent, in accordance with Section 3.03, of Securities
held with the DTC or PTC, a transmission (including, in the case of DTC, an
electronic transmission via DTC's Participant Terminal System (PTS)) from
the DTC, PTC or the Grantor, as the case may be, to the Collateral Agent
setting forth such transfer, and (b) in the case of any transfer of any
other Collateral, a duly completed request from the Grantor to the
Collateral Agent in the form of Exhibit B or a communication that includes
substantially the same information in such other form as is reasonably
acceptable to the Collateral Agent.
       "Derivative Securities" means any securities evidencing the right to
receive payments of principal only or interest only with respect to an
underlying instrument or security or otherwise evidencing a right to
receive anything but proportionate payments of the principal of and
interest on any underlying instrument or security.
       "Distribution Date" has the meaning specified in Section 6.02.
       "DTC" means The Depository Trust Company.
       "Eligible Agent" has the meaning specified in Section 7.09.
       "Eligible Security" at any time means any Security of a type listed
on Schedule 1 hereto to the extent that it meets the following criteria at
such time:
             (a)   such Security is held in the Securities Collateral
Account;
             (b)   such Security is owned solely by the Grantor (i) subject
as of the transfer thereof to the Collateral Agent to no Lien other than
the Lien created by this Agreement and (ii) subject to no adverse claims
(as defined in Section 8-102 ofthe Code) known to the Grantor that would
impair the value thereof as collateral,
             (c)   the Grantor has granted a valid and continuing first lien
and first security interest in such Security in favor of the Collateral
Agent pursuant to this Agreement and such Security is not subject to any
other Lien or security interest;
             (d)   such Security is (i) a Certificated Security or (ii) any
other Security held with the DTC and constituting an Uncertificated
Security if the Collateral Agent shall have received an opinion on the
Closing Date (as defined in the Revolving Credit Agreement), in form and
substance and from counsel reasonably satisfactory to the Collateral Agent,
as to the validity, enforceability and perfection of the Lien of this
Agreement on such type of Security so held;
             (e)   such Security is a VRD Security backed by a standby
letter of credit or a liquidity facility, and the Collateral Agent may
unconditionally draw on such letter of credit or liquidity facility on
demand for the repayment of principal and interest on such VRD Security,
(f) such Security (i) was initially offered and sold pursuant to an
effective registration statement under the Securities Act, is exempt from
registration under the Securities Act or is a Rule 144A Security and (ii)
other than Rule 144A Securities, is not a "restricted security" (as defined
in Rule 144 promulgated under the Securities Act);
             (g)   such Security is not in default and was not issued by an
issuer that is insolvent or the subject of any proceeding under any
bankruptcy, insolvency, reorganization, liquidation, dissolution or similar
law; and
             (h)   such Security is denominated in U.S. dollars.
       "Exchange Act" means the Securities Exchange Act of 1934, as amended.
       "Event of Default" means any Collateral Default or any "Default"
under and as defined in the Revolving Credit Agreement.
       "Foreclosure Notice" means a written notice from the Lenders' Agent
on behalf of itself and the Lenders stating that the Grantor has defaulted
in the payment of Secured Obligation(s) and that the Lenders have elected
to liquidate and distribute the Collateral pursuant to Section 6.02 to
satisfy such Obligations.
       "Governmental Authority" means any nation or government, any state or
other political subdivision thereof, any entity exercising executive,
legislative, judicial, regulatory or administrative functions of or
pertaining to government.
       "Instrument" has the meaning specified in Section 5.01(c).
       "Investment Grade Securities" means any Eligible Securities having an
Applicable Credit Rating of BBB- or better by S&P or Baa3 or better by
Moody's or, in the case of commercial paper, having an Applicable Credit
Rating of A-2 or better by S&P or P-2 or better by Moody's.
       "Lenders" means the lenders from time to time party hereto and to the
Revolving Credit Agreement.
       "Lenders' Agent" means First Chicago in its capacity as Agent for the
Lenders under the Revolving Credit Agreement.
       "Lien" means, with respect to any Property, any mortgage, lien,
pledge, charge, security interest or encumbrance of any kind in respect of
such Property. For purposes of this Agreement, a Person shall be deemed to
own subject to a Lien any Property that it has acquired or holds subject to
the interest of a vendor or lessor under any conditional sale agreement,
capital lease or other title retention agreement (other than an operating
lease) relating to such Property.
       "Line Offers Agreement" means that certain Credit Line Offers
Agreement dated as of January 15, 1998 among the Grantor, First Chicago, as
Agent, and the lenders from time to time party thereto, as the same may be
amended, supplemented or otherwise modified from time to time.
       "Line Offers Secured Obligations" means "Secured Obligations" as such
term is defined in the Line Offers Security Agreement.
       "Line Offers Security Agreement" means that certain Master Security
Agreement (Line Offers) dated as of January 15, 1998 among the Grantor,
First Chicago, as Collateral Agent, and the lenders from time to time party
thereto, as the same may be amended, supplemented or otherwise modified
from time to time.
       "Loans" means the revolving credit loans from time to time
outstanding under the Revolving Credit Agreement.
       "Loan Value" at a particular time means (i) as to any Eligible
Security at a particular time, an amount equal to the Applicable Percentage
of the Market Value of such Eligible Security at such time and (ii) as to
Cash at a particular time, an amount equal to 100% of the amount thereof at
such time.
       "Margin Stock" has the meaning ascribed to such term in Regulation U.
       "Market Value" of each share or other unit of any securities of any
class at a particular time, means the fair market value determined for such
share or other unit at or immediately prior to such time by the Collateral
Agent making the determination in good faith in accordance with its
customary procedures. For purposes of this definition, accrued interest on
interest-bearing securities will be excluded from the determination of
Market Value by the party making such determination.
       "Moody's" means Moody's Investors Service, Inc.
       "Municipal Commercial Paper" means commercial paper which has been
issued by a Municipality.
       "Municipality" means any state, county or local government located in
the United States of America, or any political subdivision, body, agency,
authority or instrumentality thereof
"Municipal Securities" means bonds, debentures, notes or other similar
securities (other than commercial paper) which have been issued by a
Municipality, other than Structured Finance Securities or Derivative
Securities.
       "NSCC" means the National Securities Clearing Corporation.
       "NYSE" means the New York Stock Exchange, Inc.
       "Official Lien" means any Lien which represents (a) a Lien in favor
of a Governmental Authority (i) to secure obligations owing to such
Governmental Authority in its official capacity (and not as a lender or
transaction counterparty or in another similar capacity that may be
undertaken by a Person that is not a Governmental Authority) or (ii) to
enforce or secure, or imposed as, a penalty, fine, forfeiture or other like
remedy or (b) a Lien effected by judicial process, unless in the case of
either clause (a) or (b), such Lien has been discharged, vacated or bonded
(by Property other than the Collateral). For purposes of this definition,
(x) "Lien" includes any Lien which has not yet become effective but the
effectiveness of which in the future is provided for in an order, decree or
other determination of a court or other applicable Governmental Authority
or in an agreement to which the owner of the interest in the property to be
subject thereto is a party if such effectiveness will occur solely upon the
passage of time and not as a result of any action or inaction on the part
of any Person, whether or not such Lien would otherwise be a "Lien"
hereunder and (y) "Official Lien" includes any Lien which secures a bond of
any other Official Lien or of any judgment, claim, order or other
determination of a Governmental Authority in its official capacity or which
is granted or entered in connection with any judicial process.
       "Person" means an individual, partnership, corporation, business
trust, joint stock company, trust (including, without limitation, the
issuer of any Government Security), unincorporated association, joint
venture, Governmental Authority or other entity of whatever nature.
       "Pledged Securities" has the meaning specified in Section 3.01(b).
       "Proceeds" means all "proceeds" as such term is defined in Section 9-
306(1) ofthe Code and, in any event, shall include without limitation, all
interest or other income from the Cash from time to time on deposit in the
Collateral Accounts, and all collections and distributions (including,
without limitation, interest and dividends) with respect to the Securities
held in the Collateral Accounts.
       "Property" means any right or interest in or to property of any kind
whatsoever, whether real, personal or mixed and whether tangible or
intangible.
       "PTC" means Participants Trust Company.
       "Regulation U" means Regulation U of the Board of Governors of the
Federal Reserve System, as such regulation may be amended from time to
time, or any regulation of the Board of Governors which replaces Regulation
U.
       "Required Lenders" means at a particular time the Lenders holding not
less than 662/3% of the Secured Obligations, provided that, for purposes of
this definition, "Secured Obligations" shall include any unfunded
"Commitment" under and as defined in the Revolving Credit Agreement.
       "Requirements of Law" for any Person means the charter and by-laws or
other organizational or governing documents of such Person, and any law,
treaty, rule or regulation, or determination of an arbitrator or a court or
other Governmental Authority, in each case applicable to or binding upon
such Person or any of its property or to which such Person or any of its
property is subject.
       "Revolving Credit Agreement" means that certain $70,000,000 Revolving
Credit Agreement of even date hereof among the Grantor, First Chicago, as
Agent, and the lenders from time to time party thereto, as the same may be
amended, supplemented or otherwise modified from time to time.
       "Rule 144A" means Rule 144A promulgated under the Securities Act.
       "Rule 144A Security" means a Security acquired by the Grantor in a
transaction meeting the requirements of Rule 144A.
       "Secured Obligations" of the Grantor at a particular time means (a)
the aggregate unpaid principal amount of all Loans, (b) the aggregate
amount of all accrued but unpaid interest and fees in respect thereof, (c)
all other accrued but unpaid obligations and liabilities owing by the
Grantor to any Lender or to the Lenders' Agent pursuant to or in connection
with the Revolving Credit Agreement, and (d) all amounts payable by the
Grantor under this Agreement (including, without limitation, the reasonable
fees and expenses of the Collateral Agent and its counsel), in each case at
such time, provided that, in the case of clauses (a) through (c) above, any
such amount shall constitute a Secured Obligation only to the extent that
such amount constitutes an Obligation (as defined therein) under the
Revolving Credit Agreement.
       "SEC" means the Securities and Exchange Commission, or any regulatory
body that succeeds to the functions thereof.
       "Securities" means, collectively, Municipal Securities and Municipal
Commercial Paper.
       "Securities Act" means the Securities Act of 1933, as amended.
       "Securities Collateral Account" means, collectively, one or more
collateral accounts established by the Collateral Agent on the books of
First Chicago, as a financial intermediary, or DTC or PTC, as a clearing
corporation, pursuant to Section 3.02 and designated "Securities Collateral
Account (Revolving Credit) pledged by B.C. Ziegler and Company to The First
National Bank of Chicago, as Collateral Agent" and any successor accounts
established pursuant to Section 7.07.
       "Securities Intermediary" means First Chicago in its capacity as
securities intermediary (as defined in the Code) holding certain of the
Collateral.
       "Self-Regulatory Organization" has the meaning assigned to such term
in Section 3(a)(26) ofthe Exchange Act.
       "SIPA" means the Securities Investor Protection Act of 1970, as
amended.
       "S&P" means Standard & Poor's Corporation.
       "Structured Finance Securities" means (a) securities representing
participations in, or the payment of which is secured by, a pool of loans
the repayment of which is secured by a mortgage, deed of trust, other
mortgage securities or other fee or leasehold interest upon real estate or
other assets, (b) securities representing participations in, or the payment
of which is secured by, a pool of receivables (of any nature) or (c) any
similar types of securities, other than, in each case, Derivative
Securities.
       "Transactions" means, collectively, all transfers of Collateral
pursuant to Section 3.03 and all releases of Collateral pursuant to Section
3.04.
       "Uncertificated Security" has the meaning assigned to such term in
Section 8-102 of the Code.
       "VRD Securities" means variable rate demand Municipal Securities
which are repriced at least once a month or variable rate demand Municipal
Commercial Paper.
       "VRD Eligible Securities in Liquidation" means Eligible Securities
which have been designated as "VRD Eligible Securities in Liquidation" by
the Collateral Agent pursuant to Section 3.05, effective from the time of
such designation until such Securities are transferred out of the
Securities Collatcral Account in accordance with Section 3.05.
       SECTION 2.  REPRESENTATIONS AND WARRANTIES. The Grantor represents
and warrants to the Collateral Agent and each Lender on the date hereof and
to each other Lender on the date it becomes a party to the Revolving Credit
Agreement that:
       (a)   The Grantor (i) is a corporation duly organized, validly
existing and in good standing under the laws of the State of Wisconsin,
(ii) has all requisite corporate power, and has all material governmental
licenses, authorizations, consents and approvals necessary to own its
assets and carry on its business as now being or proposed to be conducted
and (iii) is qualified to do business and is in good standing in all
jurisdictions in which the nature of business conducted by it makes such
qualification necessary and where failure so to qualify could (either
individually or in the aggregate) have a material adverse effect on the
property, business, operations, financial condition or prospects of the
Grantor.
       (b)   None of the execution and delivery of this Agreement, the
consummation of the transactions herein contemplated or compliance with the
terms and provisions hereof will conflict with or result in a breach of, or
require any consent under, the charter or by-laws of the Grantor, or any
applicable law or regulation, or any order, writ, injunction or decree of
any court or other Governmental Authority, or any agreement or instrument
to which the Grantor is a party or by which it or any of its property is
bound or to which it is subject, or constitute a default under any such
agreement or instrument, or (except for the Liens created under this
Agreement) result in the creation or imposition of any Lien upon any
Property of the Grantor pursuant to the terms of any such agreement or
instrument.
       (c)   The Grantor has all necessary corporate power, authority and
legal right to execute, deliver and perform its obligations under this
Agreement; the execution, delivery and performance by the Grantor of this
Agreement have been duly authorized by all necessary corporate action on
its part (including, without limitation, any required shareholder
approvals), and this Agreement has been duly and validly executed and
delivered by the Grantor and (assuming the due execution and delivery by
the other parties hereto) constitutes its legal, valid and binding
obligation, enforceable against the Grantor in accordance with its terms.
       (d)   No authorizations, approvals or consents of, and no filings or
registrations with, any Governmental Authority, Self-Regulatory
Organization or securities or commodities exchange are necessary for the
execution, delivery or performance by the Grantor of this Agreement
(including, without limitation, the pledge of any of the Collateral) or for
the legality, validity or enforceability hereof.
       (e)   There are no actions, suits, arbitrations, investigations or
proceedings pending or, to its knowledge, threatened against the Grantor
before any Governmental Authority, Self-Regulatory Organization or
securities or commodities exchange which questions the validity or
enforceability of this Agreement or any action to be taken in connection
with the transactions contemplated hereby.
       (f)   Except as provided for herein, no security agreement or
financing statement (or similar statement or instrument of registration
under the law of any jurisdiction) is on file or registered in any public
office, or is intended by the Grantor to be so filed or registered,
covering any interest of any kind in the Collateral so long as the same is
Collateral hereunder, and the Grantor, except as contemplated herein~ will
not execute any security agreement or financing statement (or similar
statement or instrument of registration under the laws of any jurisdiction)
relating to the Collateral.
       (g)   The Grantor will own the Securities to be transferred to the
Collateral Agent or its agent as of such transfer, in each case (i) subject
to no Lien other than the Lien created by this Agreement and (ii) subject
to no adverse claims (as defined in Section 8-102 ofthe Code) known to the
Grantor which would impair the value thereof as collateral. The pledge,
assignment and transfer of the Securities purported to be included in the
Borrowing Base by the Grantor pursuant to this Agreement will create a
valid first lien on and first priority perfected security interest in such
Eligible Securities and the Proceeds thereof in favor of the Collateral
Agent for the benefit of the Lenders, subject to no other Lien and
enforceable as such against all other creditors of the Grantor.
       (h)   This Agreement, together with the transfer of any Cash by or on
behalf of the Grantor to the Collateral Agent or its agent, will
constitute, in favor of the Collateral Agent for the benefit of the
Lenders, a valid first lien on and first priority perfected security
interest in such Cash, subject to no other Lien and enforceable as such
against all other creditors of the Grantor.
       (i)   The Grantor is a registered broker-dealer a substantial portion
of whose business consists of transactions with Persons other than brokers
or dealers.
       SECTION 3.  COLLATERAL; ESTABLISHMENT OF COLLATERAL ACCOUNTS.
       3.01  Pledge Grant of Security Interest. The Grantor, as security for
the prompt and complete payment and performance when due (whether at the
stated maturity, by acceleration, by demand or otherwise) of the Secured
Obligations of the Grantor, hereby pledges and grants to the Collateral
Agent, for the benefit of the Lenders and the Lenders' Agent as hereinafter
provided, a security interest in all of the Grantor's right, title and
interest in the following property, whether now owned by the Grantor or
hereafter acquired and whether now existing or hereafter coming into
existence:
             (a)   the Collateral Accounts;
             (b)   the Securities credited from time to time to the
Securities Collateral Account (the"Pledged Securities"),
             (c)   all shares, securities, moneys or property representing a
dividend on any of the Pledged Securities, or representing a distribution
or return of capital upon or in respect ofthe Pledged Securities, or
resulting from a split-up, revision, reclassification or other like change
of the Pledged Securities or otherwise received in exchange therefor, and
any subscription warrants, rights or options issued to the holders of, or
otherwise in respect of, the Pledged Securities,
             (d)   all Cash deposited or held from time to time in the Cash
Collateral Account; and
             (e)   all Proceeds of any of the Property of the Grantor
described in the preceding clauses of this Section 3.01 (including, without
limitation, all causes of action, claims and warranties now or hereafter
held by the Grantor in respect of any of the items listed above), all
interest on or other income from the Cash from time to time on deposit in
the Collateral Accounts, all collections and distributions with respect to
the Pledged Securities and, to the extent related to any property described
in said clauses or such proceeds, all books, correspondence, credit files,
records and other papers.
       3.02  Establishment of Collateral Accounts. On or prior to the first
transfer of Collateral by the Grantor to the Collateral Agent pursuant to
Section 3.03, the Collateral Agent shall establish, and at all times
thereafter until the Secured Obligations shall have been paid in full and
this Agreement is terminated, the Collateral Agent shall maintain and
administer, each of the Securities Collateral Account and the Cash
Collateral Account. The following provisions shall apply:
             (a)   Each of the Collateral Accounts shall be a collateral
account separate from all other accounts maintained by the Collateral
Agent.
             (b)   No securities or other items shall at any time be
credited to or maintained in the Securities Collateral Account other than
Securities pledged by the Grantor pursuant to Section 3.01 and the Proceeds
thereof, and no securities or other items shall at any time be credited to
or maintained in the Cash Collateral Account other than Cash pledged by the
Grantor pursuant to Section 3.01.
             (c)   The Collateral Agent shall have sole dominion and control
with the exclusive right of withdrawal over each Collateral Account, and it
shall be a term and condition of each Collateral Account, and the Grantor
hereby irrevocably instructs the Collateral Agent, notwithstanding any
other term or condition to the contrary herein or in any other agreement,
that no Collateral shall be released to or for the account of, or withdrawn
by or for the account of, the Grantor or any other Person except as
expressly provided in this Agreement.
       3.03  Procedures for Crediting of Collateral to Collateral Accounts.
             (a)   In General. The Grantor may, prior to 12:00 noon, Chicago
time, or such later time as may be agreed to by the Collateral Agent, on
any Business Day, transfer Cash and/or Securities to the Collateral Agent
in accordance with the procedures set forth in Sections 3.03(b) and c.
             (b)   Collateral Transfer Request. Concurrently with or prior
to each transfer by the Grantor of Cash or Securities to the Collateral
Agent under this Agreement for inclusion in the Collateral, the Grantor
shall deliver, or cause to be delivered, to the Collateral Agent a
Collateral Transfer Request; provided that, unless necessary to remedy any
deficiency in the Borrowing Base Percentage notified to the Grantor by the
Collateral Agent, the Grantor may not deliver on any day more than two
Collateral Transfer Requests, or such greater number of requests as may be
mutually agreed to by the Grantor and the Collateral Agent. Each Collateral
Transfer Request shall be transmitted by computer or other electronic means
(including telephone confirmed by telecopy) in accordance with procedures
agreed between the Grantor and the Collateral Agent and shall be deemed to
be incorporated by reference in this Agreement as if set forth in full
herein. Any Collateral Transfer Request described in clause (a) of the
definition thereof in Section 1 shall be deemed to include a representation
and warranty by the Grantor to the effect set forth in the third paragraph
of Exhibit B.
             (c)   Form of Transfer. The Grantor shall transfer each item of
Collateral to the Collateral Agent in a form and manner sufficient to
create a perfected first priority security interest therein in favor of the
Collateral Agent for the benefit of the Lenders and otherwise in a form and
manner reasonably acceptable to the Collateral Agent.
             (d)   Actions of Collateral Agent. Upon receipt of a Collateral
Transfer Request from the Grantor, the Collateral Agent shall
                   (i)    verify the Market Value, Loan Value and rating, if
applicable, of each Security to be so transferred; and
                   (ii)   notify the Grantor if it disagrees with such
information, in the event of any disagreement, the Grantor shall be
entitled to amend such Collateral Transfer Request by oral communication
(promptly confirmed in writing) to the Collateral Agent.
             (e)   Rights of the Collateral Agent. Notwithstanding the
provisions of this Section 3.03, the Collateral Agent shall have the right
to reject or return any Security transferred to it pursuant hereto to the
extent that it has determined, with the advice of its counsel, that
acceptance of such Security as Collateral or otherwise would violate or
conflict with any law, treaty, rule or regulation or determination of any
Governmental Authority binding upon the Collateral Agent or, to the extent
the Collateral Agent shall have been so notified in writing by any Lender,
such Lender. Any such Lender shall provide the Collateral Agent with such
information as the Collateral Agent may request to assist it in making such
determination.
             (f)   Further Assurances. In connection with any transfer of
Collateral under this Section or otherwise in respect hereof, the Grantor
shall take such action, at its expense as the Collateral Agent may
reasonably request (including, without limitation, to the extent that the
Collateral Agent may reasonably request, delivering undated stock or bond
powers or other instruments of transfer), for the purpose of ensuring that
the Collateral Agent will have a perfected first priority security interest
with respect to each item of Collateral so transferred. Without limiting
the foregoing, the Grantor agrees to amend this Agreement or to adjust the
procedures implementing the provisions and purposes of this Agreement, as
the Collateral Agent may reasonably deem necessary or advisable, in
connection with the recent adoption in the State of New York of revisions
to Article 8 of the Code. In addition, the Grantor will furnish to the
Collateral Agent from time to time statements and schedules identifying and
describing the Collateral and such other reports in connection with the
Collateral as the Collateral Agent may reasonably request, all in
reasonable detail. To the extent reasonably requested by any Lender, the
Collateral Agent shall provide to such Lender copies of any information
received by the Collateral Agent pursuant to the immediately preceding
sentence.
       3.04  Procedures for Requesting Releases of Collateral From
Collateral Accounts.
             (a)   In General. The Grantor may, prior to 3:30 p.m., Chicago
time, or such later time as may be agreed to by the Collateral Agent, on
any Business Day, deliver to the Collateral Agent a request for release of
Collateral in accordance with the procedures set forth in Section 3.04(b).
             (b)   Collateral Release Request. Concurrently with or prior to
each release by the Collateral Agent of Collateral to the Grantor or at its
direction, the Grantor shall deliver to the Collateral Agent a Collateral
Release Request with respect thereto; provided that the Grantor shall not
be entitled to deliver on any day more than two Collateral Release
Requests, or such greater number of requests as may be mutually agreed to
by the Grantor and the Collateral Agent. Each Collateral Release Request
shall be transmitted by computer or other electronic means (including
telephone confirmed by telecopy) in accordance with procedures agreed
between the Grantor and the Collateral Agent and shall be deemed to be
incorporated by reference in this Agreement as if set forth in full herein.
Any Collateral Release Request described in clause (a) of the definition
thereof in Section 1 shall be deemed to include a representation and
warranty by the Grantor to the effect set forth in the third paragraph of
Exhibit A.
             (c)   Actions of Collateral Agent. Upon receipt of a Collateral
Release Request, the Collateral Agent shall:
                   (i)    promptly verify the accuracy of the information set
forth in such Request,
                   (ii)   notify the Grantor promptly if it disagrees with
such information; and
                   (iii)  if such information is verified by the Collateral
Agent, promptly transfer or cause to be transferred, at the Grantor's
expense, the Securities described therein from the Securities Collateral
Account and the Cash described therein from the Cash Collateral Account as
agreed between the Grantor and the Collateral Agent, whereupon the Lien of
this Agreement in favor of the Lenders in respect of such Collateral shall
terminate and all rights with respect thereto shall revert to the Grantor.
If the Collateral Agent determines that the information set forth in a
Collateral Release Request is incorrect, the Grantor shall be entitled to
amend such Collateral Release Request by oral communication (promptly
confirmed in writing) to the Collateral Agent. Notwithstanding the
foregoing, no Collateral shall be released pursuant to a Collateral Release
Request (x) if, immediately before or after giving effect thereto, the
Borrowing Base Percentage would be less than 100%; provided, however, that
in the case of Securities which have been sold by the Grantor pursuant to a
confirmed delivery versus payment sale transaction, the Collateral Agent
shall release Securities from the Securities Collateral Account to satisfy
the Grantor's delivery obligation to the purchaser thereof upon receipt of
copies ofthe following: (A) the purchaser's written transaction
confirmation setting forth its obligation to make payment of Cash in an
amount equal to the aggregate Market Value of the Securities proposed to be
released, (B) the Grantor's instructions to the purchaser or, if such
Securities are held at DTC, the Grantor's settlement bank that such Cash
payment representing Proceeds of the sale of such Securities shall be
transferred to the Cash Collateral Account, and (C) if such Securities are
held in a Securities Collateral Account at DTC, the Grantor's instructions
to DTC that, upon a failure by the purchaser to timely provide payment for
such Securities after release from the Securities Collateral Account, such
Securities shall be returned to the Securities Collateral Account rather
than to the Grantor's general free account, (y) if an Event of Default has
occurred and is continuing, unless, in the reasonable determination of the
Collateral Agent, such release is of Securities against simultaneous
payment of Cash by the Grantor to the Collateral Agent for deposit in the
Cash Collateral Account in an amount equal to the aggregate Market Value of
the released Securities or against simultaneous transfer by the Grantor of
Securities to the Collateral Agent under this Agreement for inclusion in
the Collateral Pool having an aggregate Market Value and an aggregate Loan
Value in an amount at least equal to the aggregate Market Value and the
aggregate Loan Value of the released Securities, or (z) if there exists any
Official Lien on all or any part of the Collateral.
             (d)   Further Assurances. In connection with any release of
Collateral under this Section, the Collateral Agent shall take such action
as the Grantor may reasonably request and at the Grantor's expense,
including executing and delivering (or causing to be executed and
delivered) to the Grantor all such instruments as the Grantor may
reasonably request, for the purpose of enabling the Grantor to receive and
retain the released Securities or Cash, as the case may be, free and clear
of the Lien of this Agreement.
       3.05  Liquidation of Certain VRD Eligible Securities. If any VRD
Security which is an Eligible Security shall have remained in the
Securities Collateral Account for a period of more than 90 days, the
Collateral Agent, in its sole discretion by notice to the Grantor and the
Lenders' Agent, may designate such Security as a "VRD Eligible Security in
Liquidation". Within two Business Days after the Collateral Agent has made
such designation/notification to the Grantor, the Grantor may make a
Collateral Release Request with respect to such VRD Eligible Security in
Liquidation. If no Collateral Release Request is received by the Collateral
Agent within such period, or if the applicable conditions for a Collateral
Release Request are not fulfilled, the Collateral Agent thereafter may, in
its sole discretion, present such VRD Eligible Security in Liquidation for
payment or redemption in accordance with its terms (or otherwise dispose of
such Security in the manner described in Section 6.02) and deposit the
Proceeds thereof in the Cash Collateral Account.
       SECTION 4. ADMINISTRATION AND SERVICING.
       4.01  The Collateral Agent. The Collateral Agent shall service and
administer the Collateral Accounts in accordance with the terms hereof and
shall have full power and authority, acting alone or through any party
designated by it to do so in accordance with Section 7.09, to do any and
all things in connection with such servicing and administration that it may
deem necessary or desirable.
       4.02  Reports; Recordkeeping
             (a)   Borrowing Base Report. Prior to 11:00 a.m., Chicago time,
on each Business Day during which there are any Loans outstanding, the
Collateral Agent shall deliver to the Lenders' Agent (or to any Lender upon
request) a report, substantially in the form of Exhibit C (a "Borrowing
Base Report"), containing the information specified in such form with
regard to the Borrowing Base under this Agreement. The Grantor shall
provide the Collateral Agent with all such information as shall be
reasonably necessary to enable the Collateral Agent to prepare each such
Borrowing Base Report. If the Lenders' Agent or any Lender shall disagree
with the amount of the Secured Obligations specified in a Borrowing Base
Report as being held by it (on behalf of the Lenders, in the case of the
Lenders' Agent, or individually, in the case of any Lender), it shall
promptly notify the Collateral Agent thereof and of the amount which it
believes should be the amount of the Secured Obligations held by it
(together with reasonable detail supporting such Lenders' Agent's or
Lender's calculations).
             (b)   Updated Borrowing Base Report. The Collateral Agent may
at any time in its sole discretion, and upon the reasonable request of the
Grantor, the Lenders' Agent or the Required Lenders shall, deliver to the
Grantor an updated Borrowing Base Report which will reflect all
Transactions which have taken place since the Close of Business on the
immediately preceding Business Day, in each case to the extent the
Collateral Agent has verified each such Transaction pursuant to the
relevant Section as at such time or an earlier recent time.
             (c)Recordkeeping. The Collateral Agent will maintain books and
records necessary to enable it to determine at any time all Transactions
which have occurred on or prior to such time. The Grantor agrees that such
books and records of the Collateral Agent shall be conclusive as to the
matters contained therein absent manifest error.
       4.03  Rights of Collateral Agent With Respect to Calculations.
             (a)   Requests. Reports. Notices. etc. In making the
calculations in connection with any Collateral Transfer Request, Collateral
Release Request, Borrowing Base Report, notice or otherwise, the Collateral
Agent shall (i) be entitled to rely on any independent pricing service in
the determination of the Market Value with respect to the Eligible
Securities described therein (including, without limitation, Interactive
Data Services Inc. and Muller Data Corporation), (ii) be entitled to rely
on the information provided by the Grantor in any Collateral Transfer
Request with respect to any restrictions on resale of the Securities
described therein, (iii) be entitled to rely on the information provided by
the Lenders' Agent with respect to the amount of Secured Obligations
outstanding at any time, (iv) not give effect to any increase in the
Borrowing Base as a result of the transfer by the Grantor of additional
Collateral unless it has received and verified the information set forth in
Section 3.03, (v) not give effect to any decrease in the Borrowing Base as
a result of a request by the Grantor for release of Collateral unless it
has received and verified the information set forth in Section 3.04, and
(vi) be entitled to rely on the information provided by the Grantor, the
Lenders' Agent or the Lenders pursuant to the other provisions hereof.
             (b)   Borrowing Base Percentage. Subject to Section 4.03(c),
the Borrowing Base Percentage shall be determined by reference to the most
recent Borrowing Base Report prepared by the Collateral Agent, giving
effect, however, to all Transactions which have taken place since the Close
of Business on the immediately preceding Business Day, in each case to the
extent the Collateral Agent has verified each such Transaction pursuant to
the relevant Section as at the time of such determination.
             (c)   Discretion and Duty to Reprice. The Collateral Agent may
at any time in its sole discretion, and upon the reasonable request of the
Grantor, the Lenders' Agent or the Required Lenders shall, prepare an
updated Borrowing Base Report which, if the Collateral Agent elects may, or
if the Collateral Agent is so requested shall, to the extent reasonably
practicable, reflect a repricing of the Loan Value or the Market Value of
any item of Collateral, provided that the Market Value of any such item of
Collateral used as the basis of any such repricing shall not exceed the
Market Value of such item as of the Close of Business on the immediately
preceding Business Day.
             (d)   Limitation on Liability. In no event shall the Collateral
Agent be liable to the Grantor, any Lender or any other Person for the
accuracy of its determination of the Market Value or Loan Value of any item
of Collateral, for any determinations regarding the eligibility of any
Securities for inclusion in the Collateral Pool, or for determinations
regarding the amount of any Secured Obligation, except in the case of its
gross negligence or wilful misconduct.
       4.04  Rights of Lenders in Respect of Loans. Notwithstanding any
other provision of this Agreement, the right of each Lender to receive
payment of the Loans and other Secured Obligations held by such Lender when
due (whether at the stated maturity thereof, by acceleration, by demand or
otherwise), as expressed in any instrument evidencing or agreement
governing such Loans and other Secured Obligations, or to institute suit
for the enforcement of such payment on or after such due date, and the
obligation of the Grantor to pay such Loans and other Secured Obligations
when due, shall not be impaired or affected; provided, however, that
notwithstanding the foregoing, each Lender agrees that it will not attempt
to foreclose on or assert rights against any Collateral except in the
manner provided in this Agreement.
       4.05  Contests. If (a) any calculations (whether as to a particular
issue or any class of Securities) made by the Grantor and the Collateral
Agent pursuant to this Agreement differ by more than 10% of the higher of
the two calculations and (b) the excess of the higher of the two
calculations over the lower thereof is an amount in excess of $1,000,000,
the Collateral Agent will, at the request of the Grantor, reconsider its
calculations and, in connection therewith, consult with one or more
independent pricing services or qualified dealers or brokers as may be
reasonably recommended by the Grantor and be practicable under the
circumstances, at the expense of the Grantor, but the Collateral Agent's
reconsidered calculations shall be final.
       SECTION 5.  COVENANTS OF THE GRANTOR. In furtherance of the grant of
the pledge and security interest pursuant to Section 3, the Grantor hereby
agrees with the Collateral Agent, the Lenders' Agent (on behalf of the
Lenders) and each Lender as follows:
       5.01  Delivery and Other Perfection. The Grantor shall:
             (a)   take such action as the Collateral Agent shall deem
necessary or appropriate to duly record the Lien created hereunder in the
Collateral;
             (b)   give, execute, deliver, file and/or record any financing
statement, notice, instrument, document, agreement or other papers that may
be necessary or desirable (in the judgment of the Collateral Agent) to
create, preserve, perfect or validate the pledge and security interest
granted pursuant hereto or to enable the Collateral Agent to exercise and
enforce its rights hereunder with respect to such pledge and security
interest, including, without limitation, causing any or all of the
Collateral to be transferred of record into the name of the Collateral
Agent or its nominee (and the Collateral Agent agrees that if any
Collateral is transferred into its name or the name of its nominee, the
Collateral Agent will thereafter promptly give to the Grantor copies of any
notices and communications received by it with respect to such Collateral),
             (c)   if (i) the Grantor is not entitled to retain
distributions with respect to the Collateral pursuant to Section 5.04, (ii)
any distribution in respect of any of the Collateral shall be evidenced by,
or any of the Collateral shall otherwise be converted to, any promissory
note, other instrument, certificated security or chattel paper
(collectively, an "Instrument"), (iii) such Instrument is transferred to
the Grantor or otherwise at its direction (other than to the Collateral
Agent) in a physical form, and (iv) such Instrument is the type of
Collateral which customarily would be registered in the name of DTC or its
nominee and concurrently credited to the Securities Collateral Account,
immediately transfer, or cause to be transferred, such Instrument to the
Collateral Agent, duly endorsed in a manner satisfactory to the Collateral
Agent, to be held as Collateral pursuant to this Agreement,
             (d)   keep full and accurate books and records relating to the
Collateral, and stamp or otherwise mark such books and records in such
manner as the Collateral Agent may reasonably require in order to reflect
the security interests granted by this Agreement,
             (e)   provide the Collateral Agent with such information as to
its assets (whether or not part of the Collateral) as shall be necessary to
enable the Collateral Agent to promptly perform its obligations hereunder,
including, without limitation, its obligations under Sections 3.03(d) and
3.04(c), and
             (f)   permit representatives of the Collateral Agent at any
time during normal business hours to inspect and make abstracts from its
books and records pertaining to the Collateral, and permit representatives
of the Collateral Agent to be present at the Grantor's place of business to
receive copies of all communications and remittances relating to the
Collateral, and forward copies of any notices or communications received by
the Grantor with respect to the Collateral, all in such manner as the
Collateral Agent may require.
       5.02  Other Financing Statements and Liens. The Grantor shall not
file or suffer to be on file, or authorize or permit to be filed or to be
on file, in any jurisdiction, any financing statement or like instrument
with respect to the Collateral in which the Collateral Agent is not named
as the sole secured party for the benefit of the Lenders and shall not
otherwise create or permit to exist any Lien or any other interest of any
kind upon or with respect to any of the Collateral, other than the Liens
created by this Agreement.
       5.03  Maintenance of Borrowing Base Percentage. The Grantor will take
all such actions as shall be necessary to cause the Borrowing Base
Percentage at all times to be at least 100%, subject to the grace period
set forth in the definition of Collateral Default.
       5.04  Voting Rights; Dividends; etc.
             (a)   So long as no Event of Default shall have occurred and be
continuing, the Grantor shall be entitled (i) to exercise or refrain from
exercising any or all voting and other consensual rights in respect of the
Collateral or any part thereof for all purposes not inconsistent with the
provisions of this Agreement and (ii) to receive any dividend, interest or
other distribution with respect to the Collateral (except for any dividend,
interest or other distribution which, in the case of any such dividend,
interest or distribution on account of any Collateral registered in the
name of DTC or its nominee, is credited to the Securities Collateral
Account or, in the case of any such dividend, interest or distribution on
account of any other Collateral, is of the type which, were such other
Collateral so registered, would be credited to the Securities Collateral
Account), provided, that if the Collateral Agent shall receive any
dividends, interest or other distributions in respect of the Collateral,
the Collateral Agent shall deposit such dividends, interest or other
distributions in the appropriate Collateral Account and, subject to the
Borrowing Base Percentage being equal to at least 100%, release such
dividends, interest or other distributions upon receipt of instructions
from the Grantor in accordance with Section 3.04. Upon request from the
Grantor, the Collateral Agent shall forthwith make and deliver to the
Grantor such powers of attorney, consents or waivers as the Grantor shall
reasonably request in order to permit the Grantor to exercise its rights
under this Section. Notwithstanding the foregoing, the Grantor may not take
any action under this Section with respect to the Collateral that, in the
Collateral Agent's reasonable judgment, (i) would in any way affect the
Lien of this Agreement with respect to an item of Collateral or impair the
interest or rights of the Collateral Agent or the Lenders therein, except
as permitted by Section 3.04 or (ii) would otherwise be inconsistent with
the provisions of this Agreement or result in a violation hereof The
Grantor will not give consents or waivers, authorize assumptions, make
modifications and supplements, or take other action with respect to the
Collateral in any manner inconsistent with the manner in which the Grantor
acts with respect to investments of the same type held by the Grantor for
its own account.
             (b)   Upon the occurrence of an Event of Default, (i) the
Grantor shall hold any dividends or other distributions which it receives
with respect to the Collateral in trust for the Collateral Agent and the
Lenders, separate from all other moneys of the Grantor, and shall forthwith
transfer such dividends or other distributions to the Collateral Agent for
crediting to the relevant Collateral Accounts, and (ii) the Collateral
Agent shall be entitled to (x) issue instructions to DTC, the Securities
Intermediary or any other securities intermediary holding any Collateral
that such Collateral shall be transferred from the Grantor's pledgee
account to the Collateral Agent's account and (y) register all or any item
of Collateral in its own name or in the name of its nominee or designee.
       5.05   Removals, Etc. Without at least 30 days' prior written notice
to the Collateral Agent, the Grantor shall not (a) maintain any of its
books and records with respect to the Collateral at any office or maintain
its principal place of business at any place other than at the address
indicated beneath the signature of the Grantor to the Revolving Credit
Agreement or (b) change its name, or the name under which it does business,
from the name shown on the signature pages hereto.
       5.06  Notices. The Grantor shall give to the Collateral Agent and the
Lenders' Agent prompt notice of (a) any Event of Default (including a
Collateral Default), (b) any breach of or default under any representation
or warranty or covenant of the Grantor contained in this Agreement, and (c)
the creation of any Official Lien on any of the Collateral.
       SECTION 6.  COLLATERAL DEFAULT NOTICE; REMEDIES; DISTRIBUTION OF
COLLATERAL.
       6.01  Notice of Collateral Default. If the Collateral Agent shall
determine that a Collateral Default has occurred, it shall promptly notify
the Grantor and the Lenders' Agent thereof (any such notice being referred
to herein as a "Collateral Default Notice").
       6.02  Remedies.
             (a)   Upon receipt by the Collateral Agent from the Lenders'
Agent of a Foreclosure Notice, the Collateral Agent, without demand of
performance or other demand, presentment, protest, advertisement or notice
of any kind (except any notice required by law referred to below) to or
upon the Grantor or any other Person (all and each of which demands,
presentments, protests, defenses, advertisements and notices are hereby
waived) shall, to the extent then permitted by applicable law and unless
otherwise directed by the Lenders' Agent (including any revocation of the
Foreclosure Notice by the Lenders' Agent), use its best efforts to effect
one or more public or private market sales of the Collateral for the then
available market price (less applicable and customary commissions) in the
over-the-counter market, at any exchange, broker's board or office of the
Collateral Agent or elsewhere upon such terms and conditions as it may deem
advisable (or as it may be instructed by the Lenders' Agent) (it being
understood that the Collateral Agent may liquidate Collateral prior to the
maturity thereof in order to make a distribution to the Lenders).
Notwithstanding anything in this Agreement to the contrary, any such public
or private market sale shall be conducted in a commercially reasonable
manner in accordance with the Code. The Collateral Agent and each Lender
shall have the right upon any such public sale or sales, and, to the extent
permitted by law, upon any such private sale or sales, to purchase the
whole or any part of the Collateral so sold, free of any right or equity of
redemption in the applicable Grantor, which right or equity is hereby
waived or released. The Collateral Agent shall apply the proceeds of any
such collection, recovery, receipt, appropriation, realization or sale to
the payment of the Secured Obligations on the Business Day (each, a
"Distribution Date") immediately succeeding the date of such collection,
recovery, receipt, appropriation, realization or sale in the following
order of priority:
       First, to the Collateral Agent for any unpaid fees and expenses
(including, without limitation, the reasonable fees and expenses of counsel
to the Collateral Agent) in connection with the performance of its duties
hereunder;
       Second, to each Lender (including the Lenders' Agent) which has Loans
or other Secured Obligations outstanding as of such date in an amount equal
to, and for application to, the unpaid principal amount of all Loans,
accrued and unpaid interest, fees, charges and other amounts comprising
such Secured Obligations, whether or not then due and payable, and if such
moneys shall be insufficient to pay all such amounts in full, then ratably
(without priority of any one over any other) to such Lenders (including the
Lenders' Agent) in proportion to the amounts oftheir respective unpaid
Secured Obligations on the Distribution Date;
       Third, if any Line Offers Secured Obligations shall remain unpaid
subsequent to a complete liquidation and distribution of the collateral
under the Line Offers Security Agreement, to the collateral agent under
such Agreement for application to the remaining unpaid Line Offers Secured
Obligations in the manner provided therein; and
Finally, to the Grantor or its successors or assigns or to whomsoever may
be lawfully entitled to receive the same or as a court of competent
jurisdiction may direct.
             (b)   In addition to the foregoing rights and remedies, the
Collateral Agent shall be entitled to exercise any other rights and
remedies of a secured party under the Code or other applicable law.
             (c)   To the extent permitted by applicable law, the Grantor
waives all claims, damages and demands it may acquire against the
Collateral Agent, the Lenders' Agent or the Lenders arising out of the
exercise by the Collateral Agent, the Lenders' Agent or any Lender of any
of its rights hereunder, except such claims, damages or demands as may
arise from the gross negligence or willful misconduct of the Collateral
Agent, the Lenders' Agent or such Lender.
             (d)   If any notice of a proposed sale or other disposition of
Collateral shall be required by law, such notice shall be deemed reasonable
and proper if given at least two (2) days (or, if such sale (other than any
private sale) is to take place on the NYSE or other established market, 30
minutes) before such sale or other disposition. Any such notice of a
proposed sale or other disposition shall not be required to include any
details as to the price of any Security unless otherwise required by law.
The Grantor agrees to cooperate with the Collateral Agent in effecting any
sale or sales of the Collateral and to use its best efforts to do or cause
to be done all such acts as may be necessary to make such sale or sales of
all or any portion of the Collateral valid and binding and in compliance
with any and all applicable Requirements of Law.
             (e)   The Grantor shall remain liable to the Collateral Agent
and the Lenders for any deficiency if the Proceeds of any sale or other
disposition of the Collateral are insufficient to pay the Secured
Obligations owing to the Collateral Agent, the Lenders' Agent or any
Lender, except to the extent otherwise provided in any instrument or other
agreement governing such Secured Obligations.
             (f)   In connection with the exercise of the foregoing rights
and remedies, the Grantor irrevocably appoints the Collateral Agent and any
officer or agent thereof, with full power of substitution, as its true and
lawful attorney-in-fact, with full power and authority in the name of the
Grantor or in its own name to sell, transfer, assign or otherwise deal in
or with the Collateral or any part thereof as fully and effectively as if
the Collateral Agent were the absolute owner thereof.
       6.03  Rights of Collateral Agent. In making the determinations and
allocations required by this Section, the Collateral Agent may rely upon
its records and information supplied by the Lenders' Agent and each Lender,
and the Collateral Agent shall have no liability to any of the Lenders for
actions taken in reliance on such information, except in the case of its
gross negligence or willful misconduct. All distributions made by the
Collateral Agent pursuant to this Section shall be final (subject to any
decree of any court of competent jurisdiction), and the Collateral Agent
shall have no duty to inquire as to the application by the Lenders' Agent
or the Lenders of any amounts distributed to them.
       6.04  Effect of Bankruptcy, Etc. If, through the operation of any
bankruptcy, reorganization, insolvency or other laws or otherwise, the
Collateral Agent's Lien hereunder is avoided, disallowed or otherwise not
enforced with respect to some, but not all, of the Secured Obligations then
outstanding, the Collateral Agent shall make the calculations required by
this Section without giving effect to such Secured Obligations and shall
apply the proceeds of the Collateral for the benefit of the holders of the
other Secured Obligations in the proportions and subject to the priorities
specified herein.
       SECTION 7.  THE COLLATERAL AGENT.
       7.01  Appointment, Powers and Immunities. Each Lender, by its
acceptance of the security interests granted to the Collateral Agent on its
behalf hereunder, hereby irrevocably appoints and authorizes First Chicago
to act as its agent hereunder with such powers as are specifically
delegated to the Collateral Agent by the terms of this Agreement, together
with such other powers as are reasonably incidental thereto. The Collateral
Agent (which term as used in this sentence and in Section 7.05 and the
first sentence of Section 7.06 hereof shall include reference to its
affiliates and its own and its affiliates' officers, directors, employees
and agents): (a) shall have no duties or responsibilities except those
expressly set forth in this Agreement and shall not by reason of this
Agreement be a trustee for, or a fiduciary with respect to, any Lender; (b)
shall not be responsible to the Lenders for any recitals, statements,
representations or warranties contained in this Agreement or in any notice
or Borrowing Base Report delivered hereunder, or in any other certificate
or other document referred to or provided for in, or received by it under,
this Agreement, or for the value, validity, effectiveness, genuineness,
enforceability or sufficiency of this Agreement or any other document
referred to or provided for herein or therein or for any failure by the
Grantor or any other Person to perform any of its obligations hereunder;
(c) shall not be required to initiate or conduct any litigation or
collection proceedings hereunder; and (d) shall not be responsible for any
action taken or omitted to be taken by it hereunder or under any other
document or instrument referred to or provided for herein or therein or in
connection herewith or therewith, except for its own gross negligence or
willful misconduct.
       7.02  Reliance bv Collateral Agent. The Collateral Agent shall be
entitled to rely upon any certification, notice or other communication
(including, without limitation, any thereof by telephone, telecopy, telex,
telegram, electronic or computer transmission) believed by it to be genuine
and correct and to have been signed or sent by or on behalf of the proper
Person or Persons, and upon advice and statements of legal counsel,
independent accountants and other experts selected by the Collateral Agent.
As to any matters not expressly provided for by this Agreement, the
Collateral Agent shall in all cases be fully protected in acting, or in
refraining from acting, hereunder or thereunder in accordance with
instructions given by the Required Lenders, and such instructions of the
Required Lenders and any action taken or failure to act pursuant thereto
shall be binding on all of the Lenders. If in one or more instances the
Collateral Agent takes any action or assumes any responsibility not
specifically delegated to it pursuant to this Agreement, neither the taking
of such action nor the assumption of such responsibility shall be deemed to
be an express or implied undertaking on the part of the Collateral Agent
that it will take the same or similar action or assume the same or similar
responsibility in any other instance.
       7.03  Rights as a Lender. With respect to its Commitment (as defined
in the Revolving Credit Agreement) and the Loans made by it, First Chicago
(and any successor acting as Collateral Agent) in its capacity as Lender
shall have the same rights and powers hereunder as any other Lender and may
exercise the same as though it were not acting as Collateral Agent, and the
term "Lender" or "Lenders" shall, unless the context otherwise indicates,
include the Collateral Agent in its individual capacity. First Chicago (and
any successor acting as Collateral Agent) and its affiliates may (without
having to account therefor to any Lender) accept deposits from, lend money
to, make investments in and generally engage in any kind of banking, trust
or other business with the Grantor (and any of its subsidiaries or
Affiliates) as if it were not acting as Collateral Agent, and First Chicago
and its affiliates may accept fees and other consideration from the Grantor
for services in connection with this Agreement, the Revolving Credit
Agreement, the Line Offers Agreement and the Line Offers Security Agreement
or otherwise without having to account for the same to the Lenders.
       7.04  Indemnification. The Lenders agree to indemnify the Collateral
Agent (to the extent not reimbursed under Section 8.03, but without
limiting the obligations of the Grantor under Section 8.03), ratably in
accordance with the respective Secured Obligations (which for this purpose
shall include any unfunded "Commitments" under and as defined in the
Revolving Credit Agreement) held by the Lenders, for any and all
liabilities, obligations, losses, damages, penalties, actions, judgments,
suits, costs, expenses or disbursements of any kind and nature whatsoever
that may be imposed on, incurred by or asserted against the Collateral
Agent (including by any Lender) arising out of or by reason of any
investigation in connection with or in any way relating to or arising out
of this Agreement or any other documents contemplated by or referred to
herein or therein or the transactions contemplated hereby or thereby
(including, without limitation, the costs and expenses that the Grantor is
obligated to pay under Section 8.03, but excluding, unless a Foreclosure
Notice has been delivered, normal administrative costs and expenses
incident to the performance of its agency duties hereunder) or the
enforcement of any of the terms hereof or thereof or of any such other
documents, provided that no Lender shall be liable for any of the foregoing
to the extent they arise from the gross negligence or willful misconduct of
the party to be indemnified.
       7.05  Non-Reliance on Collateral Agent and Other Lenders. Each Lender
agrees that it has, independently and without reliance on the Collateral
Agent, the Lenders' Agent or any other Lender, and based on such documents
and information as it has deemed appropriate, made its own credit analysis
of the Grantor and decision to extend any Loan or other Secured Obligation
and enter into this Agreement and that it will, independently and without
reliance upon the Collateral Agent, the Lenders' Agent or any other Lender,
and based on such documents and information as it shall deem appropriate at
the time, continue to make its own analysis and decisions in taking or not
taking action under this Agreement. Except as otherwise expressly provided
herein, the Collateral Agent shall not be required to keep itself informed
as to the performance or observance by the Grantor of this Agreement or the
Revolving Credit Agreement or any other document referred to or provided
for herein or to inspect the properties or books of the Grantor. The
Collateral Agent shall not have any duty or responsibility to provide any
Lender with any credit or other information concerning the affairs,
financial condition or business of the Grantor or any of its subsidiaries
(or any of their Affiliates) that may come into the possession of the
Collateral Agent or any of its affiliates, except for notices, reports and
other documents and information expressly required to be furnished to the
Lenders by the Collateral Agent hereunder.
       7.06  Failure to Act. Except for action expressly required of the
Collateral Agent hereunder, the Collateral Agent shall in all cases be
fully justified in failing or refusing to act hereunder and thereunder
unless it shall receive further assurances to its satisfaction from the
Lenders of their indemnification obligations under Section 7.04 against any
and all liability and expense that may be incurred by it by reason of
taking or continuing to take any such action. The Collateral Agent shall
not be required to take any action that in the judgment of the Collateral
Agent would violate any applicable law.
       7.07  Resignation of Collateral Agent. Subject to the appointment and
acceptance of a successor Collateral Agent as provided below, the
Collateral Agent may resign at any time by giving notice thereof to the
Lenders and the Grantor. Upon any such resignation, the Required Lenders
shall have the right to appoint a successor Collateral Agent. If no
successor Collateral Agent shall have been so appointed by the Required
Lenders and shall have accepted such appointment within 30 days after the
retiring Collateral Agent's giving of written notice of resignation, then
the retiring Collateral Agent may, on behalf of the Lenders, appoint a
successor Collateral Agent, that shall be a bank that has an office in New
York, New York or Chicago, Illinois and has capital and retained earnings
of at least $100,000,000. Notwithstanding the previous sentence, the
Collateral Agent may at any time without the consent of the Grantor or any
Lender, appoint any of its affiliates which is a commercial bank as a
successor Collateral Agent hereunder. Upon the acceptance of any
appointment as Collateral Agent hereunder by a successor Collateral Agent,
such successor Collateral Agent shall thereupon succeed to and become
vested with all the rights, powers, privileges and duties of the retiring
Collateral Agent, and the retiring Collateral Agent shall be discharged
from its duties and obligations hereunder. After any retiring Collateral
Agent's resignation hereunder as Collateral Agent, the provisions of this
Section 7 shall continue in effect for its benefit in respect of any
actions taken or omitted to be taken by it while it was acting as the
Collateral Agent. Notwithstanding the foregoing, the appointment of any
successor Collateral Agent hereunder shall not be effective until such
successor Collateral Agent shall have opened a new Securities Collateral
Account and Cash Collateral Account in its name as Collateral Agent for the
Lenders and the predecessor Collateral Agent shall have closed or caused to
be closed (to the extent not transferred to the successor Collateral Agent)
each of the Securities Collateral Account and the Cash Collateral Account
and shall have transferred or caused to be transferred all Collateral and
other property in such accounts to the successor Collateral Agent for
credit to the applicable accounts in the name of the successor Collateral
Agent as Collateral Agent for the Lenders.
       7.08  Waiver of Collateral Agent's Rights Against Collateral. First
Chicago, in its capacities as Collateral Agent and as Securities
Intermediary, hereby waives any Lien it may now have or subsequently
acquire in or on any Collateral (other than the security interests granted
under Section 3), any right to apply the Collateral against claims other
than claims of the Lenders, the Lenders' Agent and the Collateral Agent in
respect of the security interests granted under Section 3 (including,
without limitation, the Collateral Agent in the event it is the holder of
Secured Obligations in accordance with Section 7.03), and any right to set
off claims other than claims of such Lender in respect of such security
interests against such Collateral.
       7.09  Appointment of Agents. (a) The Collateral Agent may perform its
duties and exercise its rights and powers under this Agreement by or
through such agents and custodians as it shall appoint, provided that the
Collateral Agent shall not appoint any agent or custodian which fails to
meet the requirements of an Eligible Agent (as defined below), without the
consent of the Grantor and the Required Lenders, which consent shall not be
unreasonably withheld. The Grantor and each Lender hereby consent to the
appointment by the Collateral Agent of DTC, PTC, and First Chicago and its
affiliates (including First Chicago Trust Company) as its agents and
custodians with respect to the Securities Collateral Account. As a
condition to appointing any other agent or custodian, if such entity is
located outside the State of New York, Illinois or New Jersey, the
Collateral Agent, at the expense of the Grantor, shall obtain an opinion of
counsel, in form and substance reasonably satisfactory to the Collateral
Agent, as to the continued perfection of the security interests in the
Collateral in favor of the Collateral Agent for the benefit of the Lenders.
For purposes hereof, the term "Eligible Agent" shall mean an entity (i)
legally qualified to perform the duties delegated to it by the Collateral
Agent and (ii) whose regular business includes the performance of duties
similar to those delegated to it by the Collateral Agent.
             (b)In the event that the Collateral Agent appoints an agent
pursuant to this Section, each and every remedy, power, right, claim,
demand, cause of action, estate, title, interest and Lien expressed or
intended by this Agreement to be exercised by or vested in or conveyed to
the Collateral Agent with respect thereto shall be exercisable by and vest
in such agent, but only in order to exercise such powers, rights and
remedies, and every covenant and obligation necessary to the exercise
thereof by such agent shall run to and be enforceable by either of them. In
particular, and without limiting the generality of the foregoing, upon the
determination by the Collateral Agent that any such agent or custodian may
be required, the Collateral Agent may, upon consultation with the Grantor,
appoint such agents or custodians to hold, maintain, invest, reinvest,
collect upon or liquidate any Collateral and to make such payments or
disbursements, including payments and disbursements to the Grantor and the
Lenders as the Collateral Agent shall direct consistent with this
Agreement. The Collateral Agent shall have the right to terminate the
appointment of any agent or custodian hereunder without the consent of any
other party hereto.
             (c)   It shall be a condition to the appointment of any agent
or custodian hereunder (other than those specified in the second sentence
of paragraph (a) above) that such agent or custodian waive its rights in
respect of the Collateral to the same extent as the Collateral Agent has
waived its rights in Section 7.08.
       7.10  Notice of Default. The Collateral Agent shall not be deemed to
have knowledge or notice of the occurrence of any Event of Default (other
than a Collateral Default) unless the Collateral Agent has received written
notice from the Lenders' Agent, a Lender or the Grantor referring to this
Agreement, describing such Event of Default and stating that such notice is
a "notice of default."
       7.11  Exercise of Control bv Collateral Agent. The Securities
Intermediary hereby acknowledges and agrees that the Collateral Agent,
individually and on behalf of the Lenders, has been granted and continues
to hold a first priority security interest in and to the Collateral as
collateral security for the Secured Obligations. The Securities
Intermediary hereby agrees to comply with any instructions or entitlement
orders (as defined in the Code) originated by the Collateral Agent
concerning the transfer, release, other disposition or any other matter
relating to the Collateral without further consent by the Grantor. The
Securities Intermediary shall not comply with any instruction or
entitlement order from the Grantor regarding the transfer, release or other
disposition of the Collateral (notwithstanding any separate agreement
between the Grantor and the Collateral Agent), and shall have no duty to
inquire or determine whether the Grantor's Secured Obligations to the
Lenders are in default. By executing and delivering this Agreement, the
parties hereto intend to establish the Collateral Agent's control over the
Pledged Securities and other Collateral for purposes of Section 8-106 ofthe
Code.
       SECTION 8.  MISCELLANEOUS.
       8.01  Waiver. No failure on the part of the Collateral Agent, the
Lenders' Agent or any Lender to exercise and no delay in exercising, and no
course of dealing with respect to, any right, power or privilege under this
Agreement shall operate as a waiver thereof, nor shall any single or
partial exercise of any right, power or privilege under this Agreement
preclude any other or further exercise thereof or the exercise of any other
right, power or privilege. The remedies provided herein are cumulative and
not exclusive of any remedies provided by law.
       8.02  Notices. All notices, requests and other communications
provided for herein (including, without limitation, any modifications of,
or waivers, requests or consents under, this Agreement) shall be given or
made in writing (including, without limitation, by telecopy) delivered to
the intended recipient, (a) in the case of the Grantor, the Lenders' Agent
or any Lender, at the address for notices specified for such Person in
Section 13.1 of the Revolving Credit Agreement, and (b) as to any party, at
such other address as shall be designated by such party in a notice to each
other party. Except as otherwise provided in this Agreement, all such
communications shall be deemed to have been duly given when transmitted by
telecopier or personally delivered or, in the case of a mailed notice, upon
receipt, in each case given or addressed as aforesaid.
       8.03  Expenses, Etc. The Grantor agrees to pay or reimburse the
Collateral Agent for: (a) all reasonable out-of-pocket costs and expenses
of the Collateral Agent (including, without limitation, the reasonable fees
and expenses of Winston & Strawn, special counsel to the Collateral Agent)
in connection with (i) the negotiation, preparation, execution and delivery
of this Agreement and (ii) the negotiation or preparation of any
modification, supplement or waiver of any of the terms of this Agreement
(whether or not consummated); (b) all reasonable out-of-pocket costs and
expenses of the Collateral Agent (including, without limitation, the
reasonable fees and expenses of legal counsel) in connection with (i) any
Foreclosure Notice and any enforcement or collection proceedings resulting
therefrom, including, without limitation, all manner of participation in or
other involvement with (x) bankruptcy, insolvency, receivership,
foreclosure, winding up or liquidation proceedings, (y) judicial or
regulatory proceedings and (z) workout, restructuring or other negotiations
or proceedings (whether or not the workout, restructuring or transaction
contemplated thereby is consummated) and (ii) the enforcement of this
Section 8.03; and (c) all transfer, stamp, documentary or other similar
taxes, assessments or charges levied by any governmental or revenue
authority in respect of this Agreement or any other document referred to
herein and all costs, expenses, taxes, assessments and other charges
incurred in connection with any filing, registration, recording or
perfection of any security interest contemplated hereby.
The Grantor hereby agrees, jointly and severally, to indemnify the
Collateral Agent, each Lender and their respective directors, officers,
employees, attorneys and agents from, and hold each of them harmless
against, any and all losses, liabilities, claims, damages or expenses
incurred by any of them (including, without limitation, any and all losses,
liabilities, claims, damages or expenses incurred by the Collateral Agent
to any Lender, whether or not the Collateral Agent or any Lender is a party
thereto) arising out of or by reason of any investigation or litigation or
other proceedings (including any threatened investigation or litigation or
other proceedings) relating to any Loan or any actual or proposed use by
the Grantor or any of its subsidiaries of the proceeds of any Loan,
including, without limitation, the reasonable fees and disbursements of
counsel incurred in connection with any such investigation or litigation or
other proceedings (but excluding any such losses, liabilities, claims,
damages or expenses incurred by reason of the gross negligence or willful
misconduct of the Person to be indemnified).
       8.04  Amendments, Etc. Except as otherwise expressly provided in this
Agreement, any provision of this Agreement may be modified or supplemented
only by an instrument in writing signed by the Grantor, the Collateral
Agent and the Required Lenders (or by the Lenders' Agent acting on behalf
of the Required Lenders), or by the Grantor and the Collateral Agent acting
with the consent of the Required Lenders, and any provision of this
Agreement may be waived by the Required Lenders or by the Collateral Agent
acting with the consent of the Required Lenders; provided that: (a) no
modification, supplement or waiver shall, unless by an instrument signed by
all of the Lenders or by the Collateral Agent or the Lenders' Agent acting
with the consent of all of the Lenders: (i) alter the terms of Section
3.01, 3.03, 3.04 or 6.02 or release the Collateral other than pursuant to
Section 3.04, (ii) alter the definition of "Borrowing Base", "Borrowing
Base Percentage", "Cash", "Eligible Security", "Loan Value", "VRD
Securities" or "VRD Securities in Liquidation", (iii) increase any of the
Applicable Percentages, (iv) alter the terms of this Section 8.04 or (v)
modify the definition of the term "Required Lenders" or modify in any other
manner the number or percentage of the Lenders required to make any
determinations or waive any rights hereunder or to modify any provision
hereof, and (b) any modification or supplement of Section 7 hereof shall
require the consent of the Collateral Agent.
       8.05  Successors and Assigns. This Agreement shall be binding upon
and inure to the benefit ofthe parties hereto and their respective
successors and permitted assigns; provided that the Grantor may not assign
any of its rights or obligations hereunder without the prior consent of all
of the Lenders and the Collateral Agent.
       8.06  Continuing Security Interest; Termination. This Agreement shall
(i) create a continuing security interest in the Collateral, except as
otherwise provided in Section 3.04, (ii) remain in full force and effect
until the later of (x) the Facility Termination Date (as defined in the
Revolving Credit Agreement), (y) payment in full of the Secured Obligations
and (z) any distribution pursuant to Section 6.02(a) paragraph Third,
whereupon the Lien of this Agreement in favor of the Lenders on all
Collateral shall terminate and all rights with respect to the Collateral
shall revert to the Grantor, (iii) be binding upon the Grantor and (iv)
inure to the benefit of the Collateral Agent, the Lenders' Agent, the
Lenders, the collateral agent under the Line Offers Security Agreement (for
purposes of Section 6.02(a) paragraph Third only) and their respective
successors, transferees and assigns. Upon termination of this Agreement
pursuant to clause (ii) above, the Collateral Agent will, at the Grantor's
expense and upon its request, return to the Grantor such of the Collateral
as shall not have been sold, previously released or otherwise applied
pursuant to the terms of this Agreement and execute and deliver to the
Grantor such documents as the Grantor shall reasonably request to evidence
such termination.
       8.07  Powers Coupled With an Interest. Except to the extent otherwise
expressly provided herein, all authorizations and agencies herein contained
with respect to the Collateral are irrevocable and powers coupled with an
interest.
       8.08  Captions. The table of contents and captions and section
headings appearing herein are included solely for convenience of reference
and are not intended to affect the interpretation of any provision of this
Agreement.
       8.09  Counterparts. This Agreement may be executed in any number of
counterparts, all of which taken together shall constitute one and the same
instrument and any of the parties hereto may execute this Agreement by
signing any such counterpart.
       8.10  Governing Law; Submission to Jurisdiction. This Agreement shall
be governed by, and construed in accordance with, the law of the State of
New York (the anticipated location (DTC) of substantially all of the
Collateral). The Grantor hereby submits to the nonexclusive jurisdiction of
the United States District Court for the Southern District of New York and
of any New York state court sitting in New York City for the purposes of
all legal proceedings arising out of or relating to this Agreement or the
transactions contemplated hereby. The Grantor irrevocably waives, to the
fullest extent permitted by applicable law, any objection that it may now
or hereafter have to the laying of the venue of any such proceeding brought
in such a court and any claim that any such proceeding brought in such a
court has been brought in an inconvenient forum. In connection with and
without limiting the foregoing, the Grantor irrevocably waives, to the
fullest extent permitted by applicable law, any claim that any action or
proceeding commenced by the Collateral Agent, the Lenders' Agent or any
Lender relating in any way to this Agreement should be dismissed or stayed
by reason, or pending the resolution, of any action or proceeding commenced
by the Grantor relating in any way to this Agreement whether or not
commenced earlier.
       8.11  Waiver of Jury Trial. EACH OF THE GRANTOR, THE COLLATERAL
AGENT, THE LENDERS' AGENT AND THE LENDERS HEREBY IRREVOCABLY WAIVES, TO THE
FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY
JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT
OR THE TRANSACTIONS CONTEMPLATED HEREBY.
       8.12  Integration. This Agreement, the Revolving Credit Agreement,
the Line Offers Agreement, the Line Offers Security Agreement and the other
agreements referred to herein embody the entire agreement and understanding
among the parties hereto with respect to the subject matter hereof and
supersede all prior agreements and understandings among the Grantor, the
Collateral Agent, the Lenders' Agent and the Lenders with respect to the
subject matter thereof.
       8.13  Bank Affiliate Securities. The Grantor agrees that, until the
Grantor and the Collateral Agent shall have received a Favorable Section
23A Determination, in form and substance satisfactory to the Grantor and
the Collateral Agent, with respect to each Loan which has been designated
as a Secured Obligation hereunder of any Lender that is a member of the
Federal Reserve System or is otherwise subject to Section 23A ofthe Federal
Reserve Act, 12 U.S.C. 371c ("Section 23A"), (a) the Grantor will not
transfer any Bank Affiliate Security of such Lender to the Collateral Agent
pursuant to this Agreement and (ii) to the extent that the Collateral
consists of any Bank Affiliate Securities of such Lender, the Applicable
Percentage relating to such Securities shall equal O and, notwithstanding
the provisions of Section 3.04, the Collateral Agent shall have the right
to return such Securities to the Grantor, at the Grantor's expense. For
purposes of this Section, (x) the term "Bank Affiliate Security" means,
with respect to any Lender, any security (as defined in Section 23A) that
is issued by any affiliate (as defined in Section 23A) of such Lender and
(y) the term "Favorable Section 23A Determination" means, with respect to
any Loan which has been designated as a Secured Obligation hereunder, a
final interpretation, ruling, order or opinion of the Board of Governors of
the Federal Reserve System (the "Board") or the staff thereof, to the
effect that the acceptance by such Lender of Bank Affiliate Securities of
such Lender as Collateral for the Secured Obligations arising out of such
Loan shall not constitute a covered transaction (as defined in Section 23A)
or of the Board that such acceptance is exempt from the provisions of
Section 23A. Without limiting the provisions of Section 7, the Collateral
Agent shall have no responsibility to determine whether or not any
Securities included in the Collateral Pool constitute Bank Affiliate
Securities.
       IN WITNESS WHEREOF, the parties hereto have caused this Master
Security Agreement
(Revolving Credit) to be duly executed and delivered as of the day and year
first above written.
B.C. ZIEGLER AND COMPANY              THE FIRST NATIONAL BANK OF CHICAGO,
                                      as Collateral Agent
By                                    By:
Title:                                Title:
                                      THE FIRST NATIONAL BANK OF CHICAGO,
                                      as Lenders' Agent
                                      By:
                                      Title:
                                      THE FIRST NATIONAL BANK OF CHICAGO,
                                      as Securities Intermediary
                                      By:
                                      Title:
                                      COMMERZBANK AKTIENGESELLSCHAFT,
                                      CHICAGO BRANCH
                                      By:
                                      Title:
                                      FIRSTAR BANK MILWAUKEE, N.A.
                                      By:
                                      Title:
                                      FIRST BANK NATIONAL ASSOCIATION
                                      By:
                                      Title:
                                      LASALLE NATIONAL BANK
                                      By:
                                      Title:
                                      NORWEST BANK MINNESOTA, N.A.
                                      By:
                                      Title:
                                   SCHEDULE 1
                               ELIGIBLE SECURITIES
Type of Security                                                   Advance Rate
(1)    MUNICIPAL SECURITIES
       -  VRD Securities which are (i) Investment
          Grade Securities and (ii) backed by a
          standby letter of credit or liquidity facility
          issued or provided by a bank with an
          Applicable Credit Rating (short-term
          deposits) of A-1 or better by S&P or P-1
          or better by Moody's                                             100%
       -  VRD Securities which are Investment
          Grade Securities having an Applicable
          Credit Rating of A or better by S&P or
          A2 or better by Moody's                                           90%
(2)    MUNICIPAL COMMERCIAL PAPER
       -  VRD Securities which (i) have an
          Applicable Credit Rating of A- I or better
          by S&P or P-l or better by Moody's and
          (ii) are backed by a standby letter of
          credit or liquidity facility issued or
          provided by a bank with an Applicable
          Credit Rating (short-term deposits) of
          A-l or better by S & P or P-l or better by
          Moody's                                                          100%
       -  VRD Securities which have an
          Applicable Credit Rating of A-2 or better
          by S&P or P-2 or better by Moody's                                90%
                                  Schedule 1-1
                                                                      Exhibit A
                                                                             to
                                                                         Master
                                                                       Security
                                                                      Agreement
                      [Form of Collateral Release Request]
                                                                         [Date]
       This is a Collateral Release Request to which reference is made in
Section 3.04 of the Master Security Agreement (Revolving Credit) dated as
of January 16, 1998 (as the same may be amended, supplemented or otherwise
modified from time to time, the "Agreement"), among B.C. Ziegler and
Company (the "Grantor"), each of the financial institutions from time to
time parties thereto (the "Lenders") and The First National Bank of
Chicago, as collateral agent for the Lenders (in such capacity, the
"Collateral Agent"). Unless otherwise defined, capitalized terms used
herein shall have the meanings ascribed thereto in the Agreement.
       The Grantor hereby requests the Collateral Agent to release from the
Lien of the Agreement the Cash and/or Securities described in Schedule I
attached hereto(FN1)
       The Grantor hereby represents and warrants to the Collateral Agent
and the Lenders that (a) either (i) no Event of Default has occurred and is
continuing (and after giving effect to the release requested hereby), and
the Borrowing Base Percentage is equal to at least 100% (subject to the
proviso in Section 3.04(c)(x) of the Agreement) or (ii) if an Event of
Default has occurred and is continuing, such release is of Securities
against (x) simultaneous payment of Cash by the Grantor to the Collateral
Agent for deposit in the Cash Collateral Account in an amount equal to the
aggregate Market Value of the released Securities or (y) simultaneous
transfer by the Grantor of Securities to the Collateral Agent for inclusion
in the Collateral Pool having an aggregate Market Value and an aggregate
Loan Value in an amount at least equal to the aggregate Market Value and
the aggregate Loan Value of the released Securities and (b) no Official
Lien exists on all or any part of the Collateral.
(FN1)  The description ofthe Collateral shall provide such information and
other materials required by the Collateral Agent to properly identify and
process such Collateral in accordance with the provisions of the Agreement,
including but not limited to, the Market Value and the Loan Value of the
Collateral (the calculation of each of which shall be set forth on such
Schedule).
                                  Exhibit A - 1
       The Schedule I attached hereto shall be deemed to be incorporated in
the Agreement and herein as if set forth in full in the Agreement and
herein.
                                      B.C. ZIEGLER AND COMPANY
                                      By:
                                      Title:
                                  Exhibit A - 2
                                                                      Exhibit B
                                                                             to
                                                                         Master
                                                                       Security
                                                                      Agreement
                      [Form of Collateral Transfer Request]
                                                                         [Date]
       This is a Collateral Transfer Request to which reference is made in
Section 3.03 of the Master Security Agreement (Revolving Credit) dated as
of January 16, 1998 (as the same may be amended, supplemented or otherwise
modified from time to time, the "Agreement"), among B.C. Ziegler and
Company (the "Grantor"), each of the financial institutions from time to
time parties thereto (the "Lenders") and The First National Bank of
Chicago, as collateral agent for the Lenders (in such capacity, the
"Collateral Agent"). Unless otherwise defined, capitalized terms used
herein shall have the meanings ascribed thereto in the Agreement.
       The Grantor hereby transfers the Cash and/or Securities described in
Schedule I attached hereto to the Collateral Agent for inclusion in the
Collateral.(FN2)
       The Grantor hereby represents and warrants to the Collateral Agent
and the Lenders that, with respect to each item of Collateral listed on
said Schedule, (i) if such item is a Security which is to be included in
the Collateral, such Security is an Eligible Security, (ii) the description
of such item of Collateral is true and correct in all respects, (iii) the
Grantor has noted on its books and records that such item of Collateral is
pledged to the Collateral Agent under the Agreement, and (iv) if
applicable, prior to or concurrently with such transfer, the Grantor has
issued irrevocable instructions to each financial intermediary or clearing
corporation holding such Collateral that such financial intermediary or
clearing corporation shall make appropriate entries on its books and
records and take such other action as is customary in accordance with its
operating procedures to reflect that such item of Collateral is pledged to
the Collateral Agent under the Agreement and otherwise to follow the
instructions of the Collateral Agent with respect thereto.
(FN2)  The description of the Collateral shall provide such information and
other materials required by the Collateral Agent to properly identify and
process such Collateral in accordance with the provisions of the Agreement,
including but not limited to, the Market Value and the Loan Value of the
Collateral (the calculation of each of which shall be set forth on such
Schedule).
                                   Exhibit B-1
       Each Schedule attached hereto shall be deemed to be incorporated in
the Agreement and herein as if set forth in full in the Agreement and
herein.
                                      B.C. ZIEGLER AND COMPANY
                                      By
                                      Title:
                                  Exhibit B- 2
                                                                      Exhibit C
                                                                             to
                                                                         Master
                                                                       Security
                                                                      Agreement
                         Collateral Participation Report
                                Holdings Summary
                               Work of 99/99/9999
                              Summary Information
Participant Name:
Account Name:
Collateral Summary
       Market Value:
       Loan Value:
       Bank %
       Adj Loan Value:
       Secured %:
Usage Summary
       Loan:
Netting Recap
       Adjusted Loan Value:
       Total Usage:
       Balance:
       Covered by Other
       Accounts:
       Covering Other Accounts:
       Adjusted Balance:
Total Usage:
                                 Holding Summary
Description
       VRD Bonds - A1/P1
       VRD Bonds - Inv Grade
       VRD CP-A1/P1
       VRD CP-A2/P2
Market Value
       Grand Total:
Loan Value
Note:  Descriptions will only be given for those categories with active
       pledges.
                                                                      Exhibit C
                             COMPLIANCE CERTIFICATE
       I,        certify that I am the      of B.C. ZIEGLER AND COMPANY (the
"Borrower"), and that as such I am authorized to execute this Compliance
Certificate on behalf of the Borrower, and DO HEREBY FURTHER CERTIFY on
behalf of the Borrower that:
       1.    I have reviewed the terms of that certain Revolving Credit
Agreement dated as of January 16, 1998 among the Borrower, the financial
institutions named therein (the "Lenders") and The First National Bank of
Chicago, as agent (the "Agent") (as amended, supplemented or modified from
time to time, the "Credit Agreement") and I have made, or have caused to be
made by employees or agents under my supervision, a detailed review of the
transactions and conditions of the Borrower during the accounting period
covered by the attached financial statements;
       2.    The examinations described in paragraph 1 did not disclose, and
I have no knowledge of, the existence of any condition or event which
constitutes a Default or Unmatured Default during or at the end of the
accounting period covered by the attached financial statements or as of the
date of this Compliance Certificate, except as set forth below; and
       3.    Schedule I attached hereto sets forth financial data and
computations evidencing compliance with the covenants set forth in Sections
6.12, 6.19.1 and 6.19.2 of the Credit Agreement, all of which data and
computations are true, complete and correct. Capitalized terms not defined
herein are defined in the Credit Agreement.
       Described below are the exceptions, if any, to paragraph 2 by
listing, in detail, the nature of the condition or event, the period during
which it has existed and the action which the Borrower has taken, is
taking, or proposes to take with respect to each such condition or event:
       The foregoing certifications, together with the computations set
forth in Schedule I hereto and the financial statements delivered with this
Compliance Certificate in support hereof, are made and delivered this day
of, 19
                                      B.C. ZIEGLER AND COMPANY
                                      By:
                                      Title:
                                      C- 1
                                                                     Schedule I
Section 6.12 -- Sale of Assets
Asset Dispositions for period from January 16, 1998 to date of
determination:
       (a)   Permitted asset dispositions:
             10% of consolidated total assets of the Borrower as of the last
             day of preceding Fiscal Quarter*                                 $
       (b)   Actual asset dispositions for such period                        $
*Note: must also demonstrate (to the extent calculable) that total asset
dispositions for such period do not involve Property which is responsible
for more than 10% of the consolidated net sales of the Borrower for the 12-
month period ending as of the last day of the Fiscal Quarter next preceding
the date of determination.
Section 6.19.1 -- Minimum Net Worth
       1.    Required Net Worth:                                    $24,000,000
       2.    Actual Net Worth:                                                $
Section 6.19.2 -- Net Capital Ratio
       1.    Minimum Net Capital Ratio                                       5%
       2.    Actual Net Capital Ratio
             (a)   Net Capital                                                $
             (b)   Aggregate Debit Items                                      $
             (c)    Ratio of (a) to (b)                                       %
                                       C-2
                                                                      Exhibit D
                                     FORM OF
                              ASSIGNMENT AGREEMENT
       This Assignment Agreement (this "Assignment Agreement") between (the
"Assignor") and (the "Assignee") is dated as of          , 19 . The parties
hereto agree as follows:
       1.    PRELIMINARY STATEMENT. The Assignor is a party to a Revolving
Credit Agreement (which, as it may be amended, supplemented, modified,
renewed or extended from time to time is herein called the "Credit
Agreement") described in Item 1 of Schedule 1 attached hereto. Capitalized
terms used but not otherwise defined herein shall have the meanings
ascribed thereto in the Credit Agreement.
       2.    ASSIGNMENT AND ASSUMPTION. The Assignor hereby sells and
assigns to the Assignee, and the Assignee hereby purchases and assumes from
the Assignor, an interest in and to the Assignor's rights and obligations
under the Credit Agreement such that after giving effect to such assignment
the Assignee shall have purchased pursuant to this Assignment Agreement the
percentage interest specified in Item 3 of Schedule 1 of all outstanding
rights and obligations under the Credit Agreement relating to the Loans and
the other Loan Documents. The aggregate Commitment (or Loans, if the
applicable Commitment has been terminated) purchased by the Assignee
hereunder is set forth in Item 4 of Schedule 1.
       3.    EFFECTIVE DATE. The effective date of this Assignment Agreement
(the "Effective Date") shall be the later of the date specified in Item 5
of Schedule 1 or two Business Days (or such shorter period agreed to by the
Agent) after a Notice of Assignment substantially in the form of Exhibit I
attached hereto has been delivered to the Agent. Such Notice of Assignment
must include any consents required to be delivered to the Agent pursuant to
Section 12.3.1 of the Credit Agreement. In no event will the Effective Date
occur if the payments required to be made by the Assignee to the Assignor
on the Effective Date under Section 4 hereof are not made on the proposed
Effective Date. The Assignor will notify the Assignee of the proposed
Effective Date no later than the Business Day prior to the proposed
Effective Date. As of the Effective Date, (a) the Assignee shall have the
rights and obligations of a Lender under the Loan Documents with respect to
the rights and obligations assigned to the Assignee hereunder, and (b) the
Assignor shall relinquish its rights and be released from its corresponding
obligations under the Loan Documents with respect to the rights and
obligations assigned to the Assignee hereunder.
       4.    PAYMENT OBLIGATIONS. On and after the Effective Date, the
Assignee shall be entitled to receive from the Agent all payments of
principal, interest and fees with respect to the interest assigned hereby.
The Assignee shall advance funds directly to the Agent with respect to all
Loans and reimbursement payments made on or after the Effective Date with
respect to the interest assigned hereby. [In consideration for the sale and
assignment of Loans hereunder, the Assignee
                                      D - 1
shall pay the Assignor, on the Effective Date, an amount equal to the
principal amount of the portion of all Loans assigned to the Assignee
hereunder. The Assignee will also promptly remit to the Assignor any
amounts of interest on Loans and fees received from the Agent which relate
to the portion of the Loans assigned to the Assignee hereunder for periods
prior to the Effective Date, and not previously paid by the Assignee to the
Assignor.] In the event that either party hereto receives any payment to
which the other party hereto is entitled under this Assignment Agreement,
then the party receiving such amount shall promptly remit it to the other
party hereto.
* Each Assignor may insert its standard payment provisions in lieu of the
payment terms included in this Exhibit.
       5.    REPRESENTATIONS OF THE ASSIGNOR. LIMITATIONS ON THE ASSIGNOR'S
LIABILITY. The Assignor represents and warrants that it is the legal and
beneficial owner of the interest being assigned by it hereunder and that
such interest is free and clear of any adverse claim created by the
Assignor. It is understood and agreed that the assignment and assumption
hereunder are made without recourse to the Assignor and that the Assignor
makes no other representation or warranty of any kind to the Assignee.
Neither the Assignor nor any of its officers, directors, employees, agents
or attorneys shall be responsible for (a) the due execution, legality,
validity, enforceability, genuineness, sufficiency or collectibility of any
Loan Document, including, without limitation, documents granting the
Assignor and the other Lenders a security interest in assets of any
Borrower or any guarantor, (b) any representation, warranty or statement
made in or in connection with any of the Loan Documents, (c) the financial
condition or creditworthiness of any Borrower or any guarantor, (d) the
performance of or compliance with any of the terms or provisions of any of
the Loan Documents, (e) inspecting any of the Property, books or records of
any Borrower, (f) the validity, enforceability, perfection, priority,
condition, value or sufficiency of any collateral securing or purporting to
secure the Loans, or (g) any mistake, error of judgment, or action taken or
omitted to be taken in connection with the Loans or the Loan Documents.
       6.    REPRESENTATIONS OF THE ASSIGNEE. The Assignee (a) confirms that
it has received a copy of the Credit Agreement, together with copies of the
financial statements requested by the Assignee and such other documents and
information as it has deemed appropriate to make its own credit analysis
and decision to enter into this Assignment Agreement, (b) agrees that it
will, independently and without reliance upon the Agent, the Assignor or
any other Lender and based on such documents and information as it shall
deem appropriate at the time, continue to make its own credit decisions in
taking or not taking action under the Loan Documents, (c) appoints and
authorizes the Agent to take such action as agent on its behalf and to
exercise such powers under the Loan Documents as are delegated to the Agent
by the terms thereof, together with such powers as are reasonably
incidental thereto, (d) agrees that it will perform in accordance with
their terms all of the obligations which by the terms of the Loan Documents
are required to be performed by it as a Lender, (e) agrees that its payment
instructions and notice instructions are as set forth in the attachment to
Schedule I, (f) confirms that none of the funds, monies, assets or other
consideration being used to make the purchase and assumption hereunder are
"plan assets" as defined under ERISA and that its rights, benefits and
interests in and under the Loan Documents will not be "plan
                                       D-2
assets" under ERISA, [and (g) attaches the forms prescribed by the Internal
Revenue Service of the United States certifying that the Assignee is
entitled to receive payments under the Loan Documents without deduction or
withholding of any United States federal income taxes].*
* to be inserted if the Assignee is not incorporated under the laws of the
United States, or a state thereof
       7.    INDEMNITY. The Assignee agrees to indemnify and hold the
Assignor harmless against any and all losses, costs and expenses
(including, without limitation, reasonable attorneys' fees) and liabilities
incurred by the Assignor in connection with or arising in any manner from
the Assignee's non-performance of the obligations assumed under this
Assignment Agreement. The obligations of the Assignee under this Section 7
shall survive the payment of all amounts hereunder and the termination of
this Agreement.
       8.    SUBSEQUENT ASSIGNMENTS. After the Effective Date, the Assignee
shall have the right pursuant to and in accordance with Section 12.3 ofthe
Credit Agreement to assign the rights which are assigned to the Assignee
hereunder to any entity or person; provided, that (a) any such subsequent
assignment does not violate any of the terms and conditions of the Loan
Documents or any law, rule, regulation, order, writ, judgment, injunction
or decree and that any consent required under the terms of the Loan
Documents has been obtained, and (b) unless the prior written consent of
the Assignor is obtained, the Assignee is not thereby released from its
obligations to the Assignor hereunder, if any remain unsatisfied,
including, without limitation, its obligations under Sections 4, 6 and 7
hereof.
       9.    REDUCTIONS OF AGGREGATE COMMITMENT. If any reduction in the
Aggregate Commitment occurs between the date of this Assignment Agreement
and the Effective Date, the percentage interest specified in Item 3 of
Schedule I shall remain the same, but the dollar amount purchased shall be
recalculated based on the reduced Aggregate Commitment.
       10.   ENTIRE AGREEMENT. This Assignment Agreement and the attached
Notice of Assignment embody the entire agreement and understanding between
the parties hereto and supersede all prior agreements and understandings
between the parties hereto relating to the subject matter hereof
       11.   GOVERNING LAW. THIS ASSIGNMENT AGREEMENT SHALL BE GOVERNED BY
THE INTERNAL LAWS, WITHOUT REGARD TO CONFLICT OF LAWS PROVISIONS, OF THE
STATE OF NEW YORK, BUT GIVING EFFECT TO FEDERAL LAWS APPLICABLE TO NATIONAL
BANKS.
       12.   NOTICES. Notices shall be given under this Assignment Agreement
in the manner set forth in the Credit Agreement. For the purpose hereof,
the addresses of the parties hereto (until notice of a change is delivered)
shall be the address set forth in the attachment to Schedule I .
                                       D-3
       IN WITNESS WHEREOF, the parties hereto have executed this Assignment
Agreement by their duly authorized officers as of the date first above
written.
                                      [NAME OF ASSIGNOR]
                                      By:
                                      Title:
                                      [NAME OF ASSIGNEE]
                                      By:
                                      Title:
                                       D-4
                                   SCHEDULE 1
                             TO ASSIGNMENT AGREEMENT
1.      Description and Date of Credit Agreement:
             That certain Revolving Credit Agreement dated as of January 16,
             1998 among B.C. Ziegler and Company, the financial institutions
             named therein and The First National Bank of Chicago, as agent.
2.     Date of Assignment Agreement:      , 19
3.     Amounts (As of Date of Item 2 above):
       (a)   Total of Commitments (Loans)*
             under Credit Agreement                                           $
       (b)   Assignee's percentage of the
             (Loans)* Commitments purchased
             under the Assignment Agreement**                                 %
4.     Assignee's aggregate (Loan amount)*
       Commitment amount purchased hereunder:                                 $
5.     Proposed Effective Date:
Accepted and Agreed:
[NAME OF ASSIGNOR]                    NAME OF ASSIGNEE]
By:                                   By:
Title:                                Title:
* If a Commitment has been terminated, insert outstanding Loans in place of
Commitment
** Percentage taken to 10 decimal places
                                       D-5
                ATTACHMENT TO SCHEDULE 1 to ASSIGNMENT AGREEMENT
         Attach Assignor's Administrative Information Sheet, which must
            include notice address for the Assignor and the Assignee
                                       D-6
                                    EXHIBIT I
                             TO ASSIGNMENT AGREEMENT
                              NOTICE OF ASSIGNMENT
                                                                       , 19
To:    B.C. Ziegler and Company
       215 North Main Street
       West Bend, Wisconsin 53095
       The First National Bank of Chicago
       One First National Plaza
       Chicago, IL 60670
From:  [NAME OF ASSIGNOR] (the "Assignor")
       [NAME OF ASSIGNEE] (the "Assignee")
       1.    We refer to the Revolving Credit Agreement (the "Credit
Agreement") described
in Item 1 of Schedule 1 attached hereto. Capitalized terms used herein and
not otherwise defined
herein or in such consent shall have the meanings attributed to them in the
Credit Agreement.
       2.    This Notice of Assignment (this "Notice") is given and
delivered to the Borrower and the Agent pursuant to Section 12.3.2 ofthe
Credit Agreement.
       3.    The Assignor and the Assignee have entered into an Assignment
Agreement, dated as of       , 19 (the "Assignment"), pursuant to which,
among other things, the Assignor has sold, assigned, delegated and
transferred to the Assignee, and the Assignee has purchased, accepted and
assumed from the Assignor the percentage interest specified in Item 3 of
Schedule 1 of all outstandings, rights and obligations under the Credit
Agreement relating to the facilities listed in Item 3 of Schedule 1,
including, without limitation, such interest in the Assignor's Commitment
(if applicable) and the Loans owing to the Assignor relating to such
facilities. The effective date of the Assignment (the "Effective Date")
shall be the later of the date specified in Item 5 of Schedule 1 or two
Business Days (or such shorter period as agreed to by the Agent) after this
Notice of Assignment and any consents and fees required by Sections 12.3.1
and 12.3.2 of the Credit Agreement have been delivered to the Agent,
provided, that the Effective Date shall not occur if any condition
precedent agreed to by the Assignor and the Assignee has not been
satisfied.
       4.    The Assignor and the Assignee hereby give to the Borrower and
the Agent notice of the assignment and delegation referred to herein. The
Assignor will confer with the Agent before the date specified in Item 5 of
Schedule I to determine if the Assignment Agreement will become
                                       D-7

<PAGE>
effective on such date pursuant to Section 3 hereof and will confer with
the Agent to determine the Effective Date pursuant to Section 3 hereof if
it occurs thereafter. The Assignor shall notify the Agent if the Assignment
does not become effective on any proposed Effective Date as a result of the
failure to satisfy the conditions precedent agreed to by the Assignor and
the Assignee. At the request of the Agent, the Assignor will give the Agent
written confirmation of the satisfaction of the conditions precedent.
       5.    The Assignor or the Assignee shall pay to the Agent on or
before the Effective Date the processing fee of $3,500 required by Section
12.3.2 ofthe Credit Agreement.
       6.    If Notes are outstanding on the Effective Date, and if the
Assignor or the Assignee has requested that its Loans be evidenced by
Notes, the Assignor and the Assignee request and direct that the Agent
prepare and cause the Borrower to execute and deliver new Notes or, as
appropriate, replacement Notes, to the Assignor and the Assignee. The
Assignor and, if applicable, the Assignee each agree to deliver to the
Agent the original Notes received by it from the Borrower upon its receipt
of new Notes in the appropriate amount.
       7.    The Assignee advises the Agent that notice and payment
instructions are set forth in the attachment to Schedule 1.
       8.    Each party consenting to the Assignment in the space indicated
below hereby releases the Assignor from any obligations to it which have
been assigned to the Assignee. The Assignee hereby represents and warrants
that none of the funds, monies, assets or other consideration being used to
make the purchase pursuant to the Assignment are "plan assets" as defined
under ERISA and that its rights, benefits and interests in and under the
Loan Documents will not be "plan assets" under ERISA.
       9.    The Assignee authorizes the Agent to act as its agent under the
Loan Documents in accordance with the terms thereof The Assignee
acknowledges that the Agent has no duty to supply information with respect
to the Borrower or the Loan Documents to the Assignee until the Assignee
becomes a party to the Credit Agreement.
[NAME OF ASSIGNOR]                    [NAME OF ASSIGNEE]
By:                                   By:
Title:                                Title:
                                       D-8

<PAGE>
ACKNOWLEDGED AND CONSENTED TO         ACKNOWLEDGED AND CONSENTED
BY THE FIRST NATIONAL BANK OF         TO BY B.C. ZIEGLER AND COMPANY
CHICAGO, as Agent
By:                                   By:
Title:                                Title:
                 [Attach photocopy of Schedule 1 to Assignment]
                                       D-9

<PAGE>
                                   SCHEDULE 1
                        LENDER COMMITMENTS AND ADDRESSES
Commitment                            Address
$15,000,000                           THE FIRST NATIONAL BANK OF CHICAGO,
                                      Individually and as Agent
                                      One First National Plaza
                                      Suite 0159, 16th Floor
                                      Chicago, IL 60670
                                      Attention: Ms. Glenyss Gilliam
                                      Telephone: (312) 732-3642
                                      Telecopy: (312) 732-3246
$15,000,000                           COMMERZBANK AKTIENGESELLSCEIAFT
                                      2 World Financial Center
                                      New York, NY 10281-1050
                                      Attention: Mr. William M. Earley
                                      Telephone: (212) 266-7563
                                      Telecopy: (212) 266-7542
                                       and
                                      311 South Wacker Drive
                                      Suite 5800
                                      Chicago, IL 60606
                                      Attention: Mr. Mark D. Monson
                                      Telephone: (312) 408-6910
                                      Telecopy: (312) 435-1485
$10,000,000                           FIRSTAR BANK MILWAUKEE, N.A.
                                      777 East Wisconsin Ave.
                                      (P.O. Box 532)
                                      Milwaukee, WI 53202
                                      Attention: Ms. Sandra J. Hartay
                                      Telephone: (414) 765-6004
                                      Telecopy: (414) 765-5062
$10,000,000                           FIRST BANK NATIONAL ASSOCIATION
                                      201 West Wisconsin Ave.
                                      Milwaukee, WI 53259-09 11
                                      Attention: Mr. John P. Hankerd
                                      Telephone: (414) 227-5775
                                      Telecopy; (414) 227-5881
                                  Schedule 1-1
Commitment                            Address
$10,000,000                           LASALLE NATIONAL BANK
                                      135 South LaSalle Street
                                      Suite 211
                                      Chicago, IL 60603
                                      Attention: Ms. Jodie Staszesky
                                      Telephone: (312) 904-5416
                                      Telecopy: (312) 904-6457
$10,000,000                           NORWEST BANK MINNESOTA, N.A.
                                      Norwest Center
                                      Sixth and Marquette
                                      Minneapolis, MN 55479-0105
                                      Attention: Mr. Larry M. Lange
                                      Telephone: (612) 667-0165
                                      Telecopy: (612) 667-7251
$70,000,000  Total
                                  Schedule 1-2