DESA HOLDINGS CORP
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>2
<FILENAME>0002.txt
<TEXT>

                                                                    EXHIBIT 10.1

                      AMENDMENT NO. 5 TO THE LOAN DOCUMENTS

                                                             As of April 7, 2000

         AMENDMENT NO. 5 TO THE LOAN DOCUMENTS  dated as of April 7, 2000 to the
Credit  Agreement  dated as of  November  26,  1997 (as  amended  and  otherwise
modified  by  Amendment  and Waiver No. 1 dated as of January 23,  1998,  Letter
Waiver No. 2 dated as of April 9, 1998,  Amendment  No. 3 to the Loan  Documents
dated as of May 26, 1998 and  Amendment  and Waiver No. 4 to the Loan  Documents
dated as of May 25,  1999,  the "Credit  Agreement")  among Desa  International,
Inc., a Delaware  corporation (the  "Borrower"),  Desa Holdings  Corporation,  a
Delaware corporation (the "Parent Guarantor"), the Lender Parties party thereto,
UBS Securities LLC, as a Co-Arranger and Documentation Agent thereunder, Banc of
America Securities LLC (formerly  NationsBanc  Montgomery  Securities LLC), as a
Co-Arranger and Syndication Agent thereunder and Bank of America, N.A. (formerly
NationsBank, N.A.), as Administrative Agent (the "Administrative Agent") for the
Lender Parties thereunder.  Capitalized terms not otherwise defined herein shall
have the same meanings as specified therefor in the Credit Agreement.

                             PRELIMINARY STATEMENTS

         (1) The Borrower has requested  that the Lender  Parties agree to amend
the Credit Agreement and the other Loan Documents in order to:

                  (a) finance the acquisition (the "Trine Asset Acquisition") of
         certain  assets  of  Trine  Product  Company,  a  division  of  Fred M.
         Schildwachter  & Sons,  Inc., a New York  corporation  ("FMS"),  by the
         Borrower pursuant to the Asset Purchase  Agreement dated as of April 3,
         2000 (the "Trine Asset  Purchase  Agreement")  between the Borrower and
         FMS for a cash purchase price not to exceed $11,000,000 (as such amount
         may be increased or decreased  pursuant to Article 3 of the Trine Asset
         Purchase Agreement); and

                  (b) permit the Parent Guarantor to make an equity contribution
         to the  Borrower  of no less than  $5,000,000  (the  "Parent  Guarantor
         Equity Contribution").

The Trine Asset  Acquisition and the Parent  Guarantor  Equity  Contribution are
hereinafter collectively referred to as the "Transactions".

         (2) The Lender Parties have indicated their willingness to agree, among
other  things,  to amend the Credit  Agreement  and the other Loan  Documents in
order to permit the Transactions.

         NOW,  THEREFORE,  in  consideration  of the  premises and of the mutual
covenants and agreements  contained  herein,  the parties hereto hereby agree as
follows:

         SECTION 1.  Amendments of Certain  Provisions of the Credit  Agreement.
The Credit  Agreement  is, upon the  occurrence of the Amendment No. 5 Effective
Date (as hereinafter defined), hereby amended as follows:

                                       1
<PAGE>


                  (a) The  definition  of "Advance" set forth in Section 1.01 of
         the Credit  Agreement is hereby amended to add after the phrase "a Term
         B Advance," in the first and second lines  thereof the phrase "a Term C
         Advance,".

                  (b) The definition of "Applicable Margin" set forth in Section
         1.01 of the Credit  Agreement  is hereby  amended  (i) to add after the
         words "the Term B Facility," in the eighth line thereof the phrase "the
         Term C  Facility,"  and (ii) to  delete  the  headings  in the last two
         columns of the chart set forth therein and to  substitute  therefor the
         phrases "Alternate Base Rate Advances Under Term B, Term C, Acquisition
         and Acquisition B Facilities" and "Eurodollar  Rate Advances Under Term
         B, Term C, Acquisition and Acquisition B Facilities", respectively.

                  (c) The  definition  of  "Appropriate  Lender"  set  forth  in
         Section 1.01 of the Credit Agreement is hereby amended to add after the
         phrase "the Term B  Facility,"  in the second  line  thereof the phrase
         "the Term C Facility,".

                  (d) The definition of "Borrowing" set forth in Section 1.01 of
         the Credit  Agreement is hereby amended to add after the phrase "a Term
         B Borrowing,"  in the first and second lines thereof the phrase "a Term
         C Borrowing,".

                  (e) The definition of  "Commitment"  set forth in Section 1.01
         of the Credit  Agreement  is hereby  amended to add after the phrase "a
         Term B Commitment," in the first and second lines thereof the phrase "a
         Term C Commitment,".

                  (f) The  definition of "Facility" set forth in Section 1.01 of
         the Credit  Agreement  is hereby  amended to add after the phrase  "the
         Term B Facility," in the first and second lines thereof the phrase "the
         Term C Facility,".

                  (g) The  definition of "Note" set forth in Section 1.01 of the
         Credit  Agreement  is hereby  amended to add after the phrase "a Term B
         Note" in the first line thereof, the phrase ", a Term C Note".

                  (h) The definition of "Required  Lenders" set forth in Section
         1.01 of the Credit Agreement is hereby amended (i) to delete clause (c)
         thereof in its entirety and to  substitute  therefor the  following new
         clause (c):

                           "(c) the aggregate unused  Commitments under the Term
                  A Facility,  the Term B Facility,  the Term C Facility and the
                  Acquisition B Facility at such time",

         and  (ii) to  delete  subclause  (C)  thereof  in its  entirety  and to
         substitute therefor the following new subclause (C):

                           "(C) the aggregate  unused Term A Commitment,  Term B
                  Commitment,  Term C Commitment and Acquisition B Commitment of
                  such Lender at such time".

                                       2
<PAGE>
                  (i) The following definitions set forth in Section 1.01 of the
         Credit  Agreement are hereby  amended and restated in their entirety to
         read as follows:

                           "Lenders"  means the  Initial  Lenders,  the  Initial
                  Acquisition  B Lenders,  the  Initial  Term C Lenders and each
                  Person  that  shall  become a  Lender  hereunder  pursuant  to
                  Section 9.07.

                           "Term  Advances"  means,  collectively,  the  Term  A
                  Advances, the Term B Advances and the Term C Advances.

                           "Term  Facilities"  means,  collectively,  the Term A
                  Facility, the Term B Facility and the Term C Facility.

                           "Transaction Documents" means, collectively,  the FMI
                  Merger Agreement, the FMI Noncompetition  Agreements,  the FMI
                  Voting Agreement,  the Desa U.S. Asset Purchase Agreement, the
                  Desa U.S. Merger Agreement, the Noncompetition  Agreement, the
                  Guaranty  Agreement,  the License  Agreement,  the Forbearance
                  Agreement, the Consulting Agreement, the Supply Agreement, the
                  Joint Venture Agreement,  the Trine Asset Purchase  Agreement,
                  the Trine Indemnity Escrow Agreement, the Trine Noncompetition
                  and   Confidentiality   Agreement,   and  each  of  the  other
                  agreements,  instruments or other documents  setting forth the
                  terms of or entered into in connection  with any aspect of the
                  Transactions (other than the Recapitalization).

                           "Transactions" means, collectively:

                                    (a) at any time and from  time to time on or
                           prior to the Amendment No. 3 Effective  Date, (i) the
                           Recapitalization,  (ii) the consummation of the Heath
                           Mergers,  (iii) the entering into by the Borrower and
                           the Parent  Guarantor of  Amendment  No. 3 and all of
                           the  documents,   instruments  and  other  agreements
                           (including,   without   limitation,   amendments  and
                           supplements  to  the  Collateral  Documents  required
                           under,  or  delivered  in  connection  with,  Section
                           3(j)(vi) of Amendment  No. 3), (iv) the entering into
                           by the  Borrower  and  the  Parent  Guarantor  of the
                           Related  Documents  to which they are or are intended
                           to be a party  and (v) the  payment  of the  fees and
                           expenses incurred in connection with the consummation
                           of the foregoing;

                                    (b) at any time and from time to time  after
                           the Amendment No. 3 Effective Date and on or prior to
                           the   Amendment  No.  5  Effective   Date,   (i)  the
                           Recapitalization,  (ii) the consummation of the Heath
                           Mergers, the Desa U.S. Merger, the FMI Merger and the
                           Parent Guarantor Equity Issuances, (iii) the entering
                           into by the  Borrower  and the  Parent  Guarantor  of
                           Amendment No. 3 and all of the documents, instruments
                           and other agreements (including,  without limitation,
                           amendments   and   supplements   to  the   Collateral
                           Documents  required under, or delivered in connection
                           with,  Section  4(j)(v) of Amendment No. 3), (iv) the
                           entering   into  by  the   Borrower  and  the  Parent
                           Guarantor  of   Amendment   No.

                                       3
<PAGE>

                           5 and all of the  documents,  instruments  and  other
                           agreements (including, without limitation, amendments
                           and supplements to the Collateral  Documents required
                           under,  or  delivered  in  connection  with,  Section
                           4(j)(vi) of Amendment  No. 5), (v) the entering  into
                           by the  Borrower  and  the  Parent  Guarantor  of the
                           Related  Documents  to which they are or are intended
                           to be a party  and (vi) the  payment  of the fees and
                           expenses incurred in connection with the consummation
                           of the foregoing; and

                                    (c) at any time and from time to time  after
                           the   Amendment  No.  5  Effective   Date,   (i)  the
                           Recapitalization,  (ii) the consummation of the Heath
                           Mergers,  the Desa U.S. Merger,  the FMI Merger,  the
                           Trine Asset Acquisition,  the Parent Guarantor Equity
                           Issuances   and   the   Parent    Guarantor    Equity
                           Contribution, (iii) the entering into by the Borrower
                           and the Parent  Guarantor of Amendment  No. 3 and all
                           of the documents,  instruments  and other  agreements
                           (including,   without   limitation,   amendments  and
                           supplements  to  the  Collateral  Documents  required
                           under,  or  delivered  in  connection  with,  Section
                           4(j)(v) of Amendment No. 3, (iv) the entering into by
                           the  Borrower  and the Parent  Guarantor of Amendment
                           No. 5 and all of the documents, instruments and other
                           agreements (including, without limitation, amendments
                           and supplements to the Collateral  Documents required
                           under,  or  delivered  in  connection  with,  Section
                           4(j)(vi) of Amendment  No. 5), (v) the entering  into
                           by the  Borrower  and  the  Parent  Guarantor  of the
                           Related  Documents  to which they are or are intended
                           to be a party  and (vi) the  payment  of the fees and
                           expenses incurred in connection with the consummation
                           of the foregoing.

                  (j) Section  1.01 of the Credit  Agreement  is hereby  further
         amended to add the following new definitions:

                           "Amendment  No. 5" means the fifth  amendment to this
                  Agreement entered into as of April 7, 2000.

                           "Amendment  No. 5  Effective  Date"  has the  meaning
                  specified in Section 4 to Amendment No. 5.

                           "FMS" means Fred M. Schildwachter & Sons, Inc., a New
                  York corporation.

                           "Initial Term C Lenders"  means the banks,  financial
                  institutions  and other  institutional  lenders  listed on the
                  signature  pages to  Amendment  No. 5 under the  caption  "The
                  Initial Term C Lenders".

                           "Parent  Guarantor  Equity  Contribution"  means  the
                  equity  contribution  made  by  the  Parent  Guarantor  to the
                  Borrower in an aggregate amount of not less than $5,000,000.

                           "Term C Advance" has the meaning specified in Section
                  2.01(h).

                                       4
<PAGE>

                           "Term C Borrowing"  means a borrowing  consisting  of
                  simultaneous Term C Advances of the same Type made by the Term
                  C Lenders.

                           "Term C Commitment" means, with respect to any Term C
                  Lender  at any  time,  the  amount  set  forth  opposite  such
                  Lender's  name on Schedule I hereto under the caption  "Term C
                  Commitment"  or, if such Lender has  entered  into one or more
                  Assignments and Acceptances,  set forth for such Lender in the
                  Register  maintained by the  Administrative  Agent pursuant to
                  Section 9.07(d) as such Lender's "Term C Commitment",  as such
                  amount  may be reduced  at or prior to such time  pursuant  to
                  Section 2.05.

                           "Term C Facility"  means,  at any time, the aggregate
                  amount of the Term C Lenders' Term C Commitments at such time.

                           "Term C Lender"  means any  Lender  that has a Term C
                  Commitment.

                           "Term C Note" means a promissory note of the Borrower
                  payable  to the order of any Term C Lender,  in  substantially
                  the form of  Exhibit  A-6  hereto,  evidencing  the  aggregate
                  indebtedness of the Borrower to such Lender resulting from the
                  Term C Advances made by such Lender.

                           "Term C  Termination  Date"  means the earlier of (a)
                  November 26, 2003 and (b) the date of  termination in whole of
                  the Term C Commitments pursuant to Section 2.05 or 6.01.

                           "Trine Asset  Acquisition"  means the  acquisition of
                  certain  assets of FMS by the Borrower on the  Amendment No. 5
                  Effective  Date  pursuant  to the  terms  of the  Trine  Asset
                  Purchase Agreement.

                           "Trine  Asset  Purchase  Agreement"  means  the Asset
                  Purchase  Agreement  dated  as of April 3,  2000  between  the
                  Borrower  and  FMS,  as  amended,  supplemented  or  otherwise
                  modified from time to time after the Amendment No. 5 Effective
                  Date in accordance with the terms hereof and thereof.

                           "Trine   Indemnity   Escrow   Agreement"   means  the
                  Indemnity Escrow Agreement dated as of April 7, 2000 among the
                  Borrower,  FMS and State  Street  Bank and Trust  Company,  as
                  escrow agent, as amended,  supplemented or otherwise  modified
                  from time to time after the Amendment No. 5 Effective  Date in
                  accordance with the terms hereof and thereof.

                           "Trine Noncompetition and Confidentiality  Agreement"
                  means the Noncompetition and  Confidentiality  Agreement dated
                  as of  April 7,  2000  among  the  Borrower,  FMS and  certain
                  stockholders  of FMS, as amended,  supplemented  or  otherwise
                  modified from time to time after the Amendment No. 5 Effective
                  Date in accordance with the terms hereof and thereof.

                                       5
<PAGE>

                  (k) Section 2.01 of the Credit Agreement is hereby amended (i)
         to add after subsection (g) thereof the following new subsection (h):

                           "(h) The Term C Advances. Subject to Section 2.14(d),
                  each  Term  C  Lender  severally  agrees,  on  the  terms  and
                  conditions  set forth herein and in Amendment No. 5, to make a
                  single  advance (a "Term C  Advance")  to the  Borrower on any
                  Business  Day  during the period  from the date  hereof  until
                  April 15, 2000 in an amount not to exceed such Lender's Term C
                  Commitment at such time. The Term C Borrowing shall consist of
                  Term C  Advances  made  simultaneously  by the Term C  Lenders
                  ratably  according  to  their  Term  C  Commitments.   Amounts
                  borrowed under this Section  2.01(h) and repaid or prepaid may
                  not be reborrowed."

         and (ii) to reletter  the  existing  subsection  (h) of Section 2.01 as
         subsection (i) thereof.

                  (l)  Section  2.02(c)(ii)  of the Credit  Agreement  is hereby
         amended to add after the phrase "more than three  separate  Borrowings"
         in the eighth line thereof the phrase ", the Term C Advances may not be
         outstanding as part of more than three separate Borrowings".

                  (m) Section 2.04 of the Credit Agreement is hereby amended (i)
         to add after subsection (d) thereof the following new subsection (e):

                           "(e) Term C Advances. The Borrower shall repay to the
                  Administrative  Agent for the  ratable  account  of the Term C
                  Lenders the aggregate outstanding principal amount of the Term
                  C Advances on the following dates in the amounts indicated for
                  such dates (which  amounts shall be reduced as a result of the
                  application  of  prepayments  in accordance  with the order of
                  priority set forth in Section 2.06):

                           Quarterly Payment Date                  Amount

                           August, 2000                           $200,000
                           November, 2000                          200,000

                           February, 2001                          200,000
                           May, 2001                               200,000
                           August, 2001                            200,000
                           November, 2001                          200,000

                           February, 2002                          200,000
                           May, 2002                               200,000
                           August, 2002                            200,000
                           November, 2002                          200,000

                           February, 2003                          200,000
                           May, 2003                               200,000
                           August, 2003                            200,000

                                       6
<PAGE>

                           November, 2003                        3,400,000

                  ;  provided,  however,  that the final  principal  installment
                  shall  be  repaid  on the Term C  Termination  Date and in any
                  event shall be in an amount equal to the  aggregate  principal
                  amount of the Term C Advances outstanding on such date."

         and (ii) to  reletter  the  existing  subsections  (e),  (f) and (g) of
         Section 2.04 as subsections (f), (g) and (h) thereof, respectively.

                  (n) Section 2.05(a) of the Credit  Agreement is hereby amended
         to add after the phrase  "the Term B  Commitments,"  in the fourth line
         thereof the phrase "the Term C Commitments,".

                  (o) Section 2.05(b) of the Credit  Agreement is hereby amended
         (i) to add after clause (vi) thereof the  following  new clauses  (vii)
         and (viii):

                           "(vii) If the Amendment No. 5 Effective  Date has not
                  occurred  on or prior to April 15,  2000,  the Term C Facility
                  shall,  without any further action by or notice to or from the
                  Borrower, be terminated in whole on such date.

                           (viii)  On the  date  of a Term  C  Borrowing,  after
                  giving  effect to the Term C Borrowing,  and from time to time
                  thereafter  upon each  repayment or  prepayment  of the Term C
                  Advances,  the  aggregate  Term C  Commitments  of the  Term C
                  Lenders shall be automatically and permanently  reduced,  on a
                  pro rata basis,  by an amount equal to the amount by which the
                  aggregate  Term  C  Commitments   immediately  prior  to  such
                  repayment or prepayment  exceed the aggregate unpaid principal
                  amount of the Term C Advances then outstanding."

         and (ii) to renumber the existing  clauses  (vii) and (viii) of Section
         2.05(b) as clauses (ix) and (x) thereof, respectively.

                  (p) Section 2.08(a) of the Credit  Agreement is hereby amended
         and restated in its entirety to read as follows:

                           "(a)  Commitment  Fees. The Borrower shall pay to the
                  Administrative  Agent  for  the  account  of  the  Appropriate
                  Lenders (i) a working  capital  commitment  fee, from the date
                  hereof  in the  case of  each  Initial  Lender  and  from  the
                  effective  date  specified in the  Assignment  and  Acceptance
                  pursuant  to which it became a Working  Capital  Lender in the
                  case of each other  Working  Capital  Lender  until the Term A
                  Termination Date and (ii) an acquisition  commitment fee, from
                  the date  hereof in the case of each  Initial  Lender and from
                  the effective  date specified in the Assignment and Acceptance
                  pursuant to which it became an Acquisition  Lender in the case
                  of  each  other  Acquisition   Lender  until  the  Acquisition
                  Availability  Date,  and, in the case of clauses (i) and (ii),
                  payable  in arrears on the date of the  Initial  Extension  of
                  Credit  hereunder,  thereafter on each Quarterly  Payment Date
                  and  on  the  Term  A  Termination  Date  or  the  Acquisition
                  Availability Date, respectively,  at the Applicable Percentage
                  in  effect  from  time  to time on the  average  daily

                                       7
<PAGE>

                  unused portion of the Facilities (other than the Acquisition B
                  Facility and the Term C Facility).  In addition,  the Borrower
                  shall pay to the  Administrative  Agent for the account of the
                  Acquisition B Lenders an acquisition  commitment fee, from the
                  date  of  Amendment   No.  3  in  the  case  of  each  Initial
                  Acquisition B Lender and from the effective  date specified in
                  the Assignment  and Acceptance  pursuant to which it became an
                  Acquisition  B Lender in the case of each other  Acquisition B
                  Lender until the  Acquisition B Termination  Date,  payable in
                  arrears on the Acquisition B Closing Date,  thereafter on each
                  Quarterly  Payment Date and on the  Acquisition  B Termination
                  Date, at the Applicable Percentage in effect from time to time
                  on the  average  daily  unused  portion of the  Acquisition  B
                  Facility.   In  addition,   the  Borrower  shall  pay  to  the
                  Administrative  Agent for the account of the Term C Lenders an
                  acquisition  commitment  fee, from the date of Amendment No. 5
                  in the  case  of each  Initial  Term C  Lender  and  from  the
                  effective  date  specified in the  Assignment  and  Acceptance
                  pursuant  to  which it  became a Term C Lender  in the case of
                  each other Term C Lender  until the Term C  Termination  Date,
                  payable in  arrears on the  Amendment  No. 5  Effective  Date,
                  thereafter  on each  Quarterly  Payment Date and on the Term C
                  Termination Date, at the Applicable  Percentage in effect from
                  time to time on the average daily unused portion of the Term C
                  Facility".

                  (q) Section 2.14 of the Credit Agreement is hereby amended and
         restated in its entirety to read as follows:

                           "(a) The  proceeds  of the  Advances  (other than the
                  Acquisition Advances,  the Acquisition B Advances and the Term
                  C  Advances)  and  issuances  of  Letters  of Credit  shall be
                  available  (and the  Borrower  agrees  that it shall  use such
                  proceeds and Letters of Credit)  solely (i) to finance in part
                  the  Recapitalization,  (ii) to pay fees and expenses incurred
                  in connection therewith, (iii) to refinance all of the Debt of
                  the Borrower in existence on the date of the Initial Extension
                  of Credit  (other than the  Surviving  Debt of the  Borrower),
                  (iv) to finance a portion not to exceed $9,500,000 (subject to
                  adjustment as provided in the Heath Stock Purchase  Agreement)
                  of the acquisition of Heath Holding Corp., at the time of such
                  acquisition,  pursuant to the Heath Stock Purchase  Agreement,
                  (v) to pay fees and expenses  incurred in connection  with the
                  foregoing transactions, and (vi) from time to time, to provide
                  working capital for the Borrower and its Subsidiaries.

                           (b) The proceeds of the Acquisition Advances shall be
                  available  (and the  Borrower  agrees  that it shall  use such
                  proceeds)  solely to finance all or a portion of the  purchase
                  price of the Investments  permitted pursuant to the provisions
                  of Section 5.02(e)(viii) or 5.02(e)(x).

                           (c) The proceeds of the  Acquisition B Advances shall
                  be available  (and the Borrower  agrees that it shall use such
                  proceeds)  solely  (i) to  finance  the  payment  to  existing
                  holders of the shares of capital  stock of FMI (other than the
                  Borrower)  of the cash  consideration  for their shares in the
                  FMI Merger,  which payment shall not exceed $25,200,000 in the
                  aggregate, and (ii) to finance in part the payment to existing
                  holders  of the shares of  capital  stock of Desa U.S.  of the
                  cash  consideration  for their shares in the Desa U.S. Merger,
                  which payment shall not exceed $5,000,000 in the aggregate.

                                       8
<PAGE>

                           (d) The  proceeds  of the  Term C  Advances  shall be
                  available  (and the  Borrower  agrees  that it shall  use such
                  proceeds)  solely to  finance  the  payment to FMS of the cash
                  consideration  for  the  purchase  of  certain  assets  of FMS
                  pursuant to the Trine Asset Purchase Agreement,  which payment
                  shall not exceed  $11,000,000 in the aggregate (as such amount
                  may be  increase  or  decreased  pursuant  to Article 3 of the
                  Trine Asset Purchase Agreement).".

                  (r) Section 3.02 of the Credit  Agreement is hereby amended by
         replacing  the  phrase  "each Loan  Document  and  Amendment  No. 3" in
         subsection (i) thereof with the phrase "each Loan  Document,  Amendment
         No. 3 and Amendment No. 5".

                  (s) Section 4.01 of the Credit  Agreement is hereby amended so
         that each reference to "the date hereof" set forth in subsections  (bb)
         and (cc) thereto  shall also (and not instead)  mean and be a reference
         to the Amendment No. 5 Effective Date.

                  (t) Section 5.01(m) of the Credit  Agreement is hereby amended
         to add at the end thereof the following new clause (iii):

                           "(iii) As  promptly as  practicable  and in any event
                  within 90 days after the  Amendment  No. 5 Effective  Date, in
                  connection  with the assets  acquired in  connection  with the
                  Trine Asset  Acquisition,  establish and thereafter  maintain,
                  one or more  Blocked  Accounts  with Bank of America or one or
                  more other  banks  selected  by the  Borrower  and  reasonably
                  acceptable to the Administrative Agent which have accepted the
                  assignment of such Blocked Accounts  maintained thereby to the
                  Administrative  Agent  pursuant  to the terms of the  Security
                  Agreement  and the  respective  Blocked  Accounts  referred to
                  therein."

                  (u) Section 5.02(e) of the Credit  Agreement is hereby amended
         (i) to restate clause (ii) thereof in its entirety to read as follows:

                           "(ii)   Investments   by   the   Borrower   and   its
                  Subsidiaries  outstanding on (A) the date hereof and described
                  on  Part A of  Schedule  4.01(kk)  hereto,  (B)  the  date  of
                  Amendment No. 3 and  described on Part B of Schedule  4.01(kk)
                  hereto,  and (C) the date of Amendment  No. 5 and described on
                  Part C of Schedule 4.01(kk) hereto;",

         (ii) to delete the word  "and" at the end of  subclause  (xi)  thereof,
         (iii) to delete the  punctuation "." at the end of clause (xii) thereof
         and to substitute therefor the following phrase "; and" and (iv) to add
         the following new clause (xiii) at the end thereof:

                           "(xiii)  Investments  (A) by the Parent  Guarantor in
                  the  Borrower   pursuant  to  the  Parent   Guarantor   Equity
                  Contribution  and (B) by the Borrower in  connection  with the
                  consummation  of the Trine Asset  Acquisition on the Amendment
                  No. 5 Effective Date.".

                  (v)  Section  5.02(o)(ii)  of the Credit  Agreement  is hereby
         amended and restated in its entirety to read as follows:

                                       9
<PAGE>

                  "(ii) the amount set forth below for such Fiscal Year:

                           Fiscal Year Ending In                Amount

                                     2001                     6,000,000
                                     2002                     6,000,000
                                     2003                     6,000,000
                                     2004                     6,000,000
                                     2005                     $6,000,000".

                  (w) Section 6.01(b) of the Credit  Agreement is hereby amended
         and restated in its entirety to read as follows:

                           "(b) any  representation or warranty made by any Loan
                  Party (or any of its officers) under or in connection with any
                  Loan Document,  Amendment No. 3 or Amendment No. 5 shall prove
                  to have been incorrect in any material respect when made; or".

                  (x) Section 7.05(a) of the Credit  Agreement is hereby amended
         to replace the phrase "Term A Commitments  and Term B  Commitments"  in
         the  twenty-eighth  line thereof  with the phrase "Term A  Commitments,
         Term B Commitments and Term C Commitments".

                  (y) Section 7.05(b) of the Credit  Agreement is hereby amended
         to restate  the fourth  sentence  thereof  in its  entirety  to read as
         follows:

                  "For  purposes of this Section  7.05(b),  the Lender  Parties'
                  respective  ratable  shares of any amount shall be determined,
                  at any  time,  according  to the  sum  of  (i)  the  aggregate
                  principal amount of the Advances  outstanding at such time and
                  owing to the respective Lender Parties,  (ii) their respective
                  Pro Rata  Shares  of the  aggregate  Available  Amount  of all
                  Letters  of  Credit   outstanding  at  such  time,  (iii)  the
                  aggregate  unused  portions  of their  respective  Acquisition
                  Commitments,  Acquisition B  Commitments,  Term A Commitments,
                  Term B  Commitments  and Term C  Commitments  at such time and
                  (iv) their  respective  Unused Working Capital  Commitments at
                  such time;  provided  that the aggregate  principal  amount of
                  Swing Line Advances owing to the Swing Line Bank and of Letter
                  of  Credit  Advances  owing  to  the  Issuing  Bank  shall  be
                  considered to be owed to the Working  Capital  Lenders ratably
                  in   accordance   with  their   respective   Working   Capital
                  Commitments.".

                  (z) Section 9.04(c) of the Credit  Agreement is hereby amended
         to replace the phrase  "determined  pursuant to" in the second sentence
         thereof with the phrase "referenced in clause (b) of".

                  (aa) Schedules I, III,  4.01(b),  4.01(d),  4.01(n),  4.01(u),
         4.01(v), 4.01(aa),  4.01(cc), 4.01(ii), 4.01(jj), 4.01(kk) and 4.01(ll)
         to the Credit  Agreement  are  hereby  deleted  in their  entirety  and
         replaced with the new respective  Schedules  thereto attached hereto as
         part of Annex A.

                                       10
<PAGE>

                  (bb) A new Exhibit A-6 to the Credit Agreement is added to the
         Credit Agreement in the form attached hereto as Annex B.

                  (cc) Exhibit B to the Credit  Agreement  is hereby  amended to
         (i) add after the  language  "[Term A] [Term B]" in the second  line of
         clause  (ii)  thereof the  language  "[Term C]" and (ii) to replace the
         phrase "each Loan  Document and  Amendment  No. 3" in Paragraph  (A) on
         page two thereof with the phrase "each Loan  Document,  Amendment No. 3
         and Amendment No. 5".

                  (dd) All  references in the Credit  Agreement and in the other
         Loan Documents to (i) "NationsBank" shall be deemed to be references to
         "Bank of America",  and (ii)  "NationsBanc  Montgomery  Securities LLC"
         shall be deemed to be references to "Banc of America Securities LLC".

         SECTION  2.   Amendments  of  Certain   Provisions  of  the  Collateral
Documents.  The  Collateral  Documents are, upon the occurrence of the Amendment
No. 5 Effective Date, hereby amended to read as follows:

                  (a) Schedules II, III, IV and V of the Security  Agreement are
         hereby  deleted in their  entirety and replaced with the new respective
         Schedules thereto attached hereto as Annex C.

                  (b)  Schedules  I,  II,  III,  IV  and V of  the  Intellectual
         Property  Security  Agreement are hereby  deleted in their entirety and
         replaced with the new respective  Schedules  thereto attached hereto as
         Annex D.

         SECTION 3. Further Agreements With Respect to the Term C Facility.  The
Borrower  hereby  agrees that it will not approve any amendment or waiver of any
provision of the Credit  Agreement or any Notes or any other Loan Document,  nor
consent to any departure by the Borrower therefrom, shall, unless the same shall
be in writing and signed (or in the case of the  Collateral  Documents,  consent
to) by each Lender that has a  Commitment  under the Term C Facility if affected
by such  amendment,  waiver or consent,  (i) increase the Term C Commitments  of
such Lender or subject such Lender to any  additional  obligations,  (ii) reduce
the principal of, or interest on, the Term C Advances  payable to such Lender or
any fees or other amounts payable  hereunder to such Lender,  (iii) postpone any
date fixed for any payment of principal  of, or interest on, the Term C Advances
payable to such Lender or any fees or other  amounts  payable  hereunder to such
Lender or (iv) change the order of  application  of any  prepayment set forth in
Section 2.06 in any manner that materially affects such Lender

         SECTION  4.  Conditions  of  Effectiveness   of  this  Amendment.   The
obligation  of each  of the  Term C  Lenders  to  make a Term C  Advance  on the
occasion of the initial Term C Borrowing is subject to the  satisfaction  of the
following  conditions  precedent prior to or concurrently with the making of the
Term C  Borrowing,  and  Sections  1, 2 and 3 of  this  Amendment  shall  become
effective as of the first date (the "Amendment No. 5 Effective  Date") on which,
but  only if on or  before  April  7,  2000,  each of the  following  conditions
precedent shall have been satisfied:

                  (a)  The   Administrative   Agent  shall  have   received  (i)
         counterparts  of this  Amendment  executed by the Borrower,  the Parent
         Guarantor,  the Required Lenders and each of the Initial

                                       11
<PAGE>

         Term C Lenders  (as  defined  in Section 1) or, as to any of the Lender
         Parties,  advice  satisfactory  to the  Administrative  Agent that such
         Lender Party has executed this Amendment and (ii) the Consent  attached
         hereto executed by each of the Loan Parties.

                  (b) The  Administrative  Agent and each of the Lender  Parties
         shall  have  received   certified  copies  of  all  of  the  documents,
         instruments  and  agreements  related to the Trine  Asset  Acquisition,
         including without limitation,  the Trine Asset Purchase Agreement,  the
         Trine  Indemnity  Escrow  Agreement  and the Trine  Noncompetition  and
         Confidentiality  Agreement,  and  all  amendments  to all of the  other
         Transaction  Documents  which,  in  each  case  shall  be in  form  and
         substance  reasonably  satisfactory to the Required  Lenders and all of
         the Term C Lenders and shall be in full force and effect.  The Borrower
         shall have  received at least  $5,000,000 in Net Cash Proceeds from the
         consummation of the Parent Guarantor Equity  Contribution.  Each aspect
         of the Transactions shall have been consummated or shall be consummated
         concurrently  with the initial Term C Borrowing in accordance  with the
         applicable  Transaction Documents and in compliance with all applicable
         laws, rules and regulations.

                  (c) All of the consents,  approvals and authorizations of, and
         notices and filings to or with, and other actions by, any  governmental
         or  regulatory  authority or any other Person  necessary in  connection
         with any aspect of the Transactions,  the Transaction Documents, any of
         the  Loan  Documents  or  any of the  other  transactions  contemplated
         thereby  shall  have  been  obtained  (without  the  imposition  of any
         conditions that are not reasonably  acceptable to the Required  Lenders
         and all of the Term C  Lenders)  and  shall  remain  in full  force and
         effect;  all applicable  waiting periods shall have expired without any
         action  being taken by any  competent  authority;  and no law,  rule or
         regulation  shall  be  applicable  in the  reasonable  judgment  of the
         Required  Lenders and the Term C Lenders  that  restrains,  prevents or
         imposes   materially   adverse   conditions  upon  any  aspect  of  the
         Transactions,  the Transaction Documents,  or any of the Loan Documents
         or any of the other transactions contemplated thereby.

                  (d) Before  giving  effect to the  Transactions  and the other
         transactions  contemplated  by this  Amendment  and by the  other  Loan
         Documents,  there shall have occurred no Material  Adverse Change since
         February 28, 1999.

                  (e) The  representations  and warranties  contained in each of
         the Loan Documents (including, without limitation, in Section 5 of this
         Amendment)  shall be correct in all material  respects on and as of the
         Amendment No. 5 Effective  Date,  before and after giving effect to the
         initial Term C Borrowing and the application of proceeds therefrom,  as
         though made on and as of such date (other than any such representations
         or warranties that, by their terms, refer to a specific date other than
         the Amendment  No. 5 Effective  Date, in which case as of such specific
         date).

                  (f) No event shall have occurred and be  continuing,  or shall
         result from the  initial  Term C Borrowing  or the  application  of the
         proceeds therefrom, that constitutes a Default.

                  (g) All of the accrued fees and expenses of the Administrative
         Agent and the Lender  Parties  (including the accrued fees and expenses
         of counsel for the Administrative Agent) shall have been paid in full.

                                       12
<PAGE>

                  (h) The Administrative  Agent shall have received on or before
         the Amendment No. 5 Effective Date the following,  each dated such date
         (unless otherwise specified), in form and substance satisfactory to the
         Required  Lenders  and  all of the  Term C  Lenders  (unless  otherwise
         specified)  and (except for the Term C Notes) in sufficient  copies for
         each Lender Party:

                           (i) The Term C Notes payable to the order of the Term
                  C Lenders.

                           (ii) Certified copies of the resolutions of the Board
                  of  Directors  of  the  Borrower  and  the  Parent   Guarantor
                  approving this Amendment,  the Term C Notes, the Transactions,
                  the  Transaction  Documents  and all of the other  amendments,
                  supplements  and  other  modifications  to the Loan  Documents
                  being effected in connection  with the  Transactions  and this
                  Amendment  to  which  it is or is to be a  party,  and  of all
                  documents  evidencing  other  necessary  corporate  action and
                  governmental and other third party approvals and consents,  if
                  any,  with respect to this  Amendment,  the Term C Notes,  the
                  Transactions,  the Transaction  Documents and all of the other
                  amendments,  supplements and other  modifications  to the Loan
                  Documents being effected in connection  with the  Transactions
                  and this Amendment.

                           (iii) A  certificate  of the  Borrower and the Parent
                  Guarantor,  signed on behalf of the  Borrower  and the  Parent
                  Guarantor,  respectively, by its President or a Vice President
                  and  its  Secretary  or any  Assistant  Secretary,  dated  the
                  Amendment No. 5 Effective Date (the  statements  made in which
                  certificate  shall  be true on and as of the  Amendment  No. 5
                  Effective  Date),  certifying  as to (A)  the  absence  of any
                  amendments to the charter of such Person since the date of the
                  Secretary  of  State's  certificate  referred  to  in  Section
                  3.01(j)(iv) of the Credit Agreement, or any steps taken by the
                  board of directors (or persons  performing  similar functions)
                  or the  shareholders of such Person to effect or authorize any
                  further amendment,  supplement or other modification  thereto;
                  (B) the accuracy and completeness of the bylaws of such Person
                  as in effect on the date on which the resolutions of the board
                  of directors (or persons performing similar functions) of such
                  Person  referred to in clause (ii) of this  Section  4(h) were
                  adopted and on the Amendment  No. 5 Effective  Date (a copy of
                  which,  if different from the bylaws of such Person  delivered
                  to the Lender Parties on the date of the Initial  Extension of
                  Credit,  shall be attached to such  certificate);  (C) the due
                  incorporation   and  good   standing   of  such  Person  as  a
                  corporation  organized  under the laws of the  jurisdiction of
                  its  incorporation,  and the absence of any proceeding (either
                  pending or contemplated)  for the dissolution,  liquidation or
                  other  termination  of the  existence of such Person or any of
                  its Subsidiaries; (D) the accuracy in all material respects of
                  the  representations and warranties made by such Person in the
                  Loan Documents  (including,  without limitation,  Section 5 of
                  this  Amendment)  to which it is or is to be a party as though
                  made on and as of the Amendment No. 5 Effective  Date,  before
                  and after giving effect to the initial Term C Borrowing and to
                  the application of proceeds  therefrom,  as though made on and
                  as of such  date  (other  than  any  such  representations  or
                  warranties  that,  by their  terms,  refer to a specific  date
                  other than the Amendment  No. 5 Effective  Date, in which case
                  as of such  specific  date);  and (E) the absence of any event
                  occurring and continuing, or resulting from the initial Term C
                  Borrowing or the application of proceeds therefrom, that would
                  constitute a Default.

                                       13
<PAGE>

                           (iv) A  certificate  of the Secretary or an Assistant
                  Secretary of the Borrower and the Parent Guarantor  certifying
                  the names and true  signatures of the officers of the Borrower
                  or the Parent Guarantor authorized to sign this Amendment, the
                  Term C Notes, all of the Transaction  Documents and all of the
                  other amendments,  supplements and other  modifications to the
                  Loan  Documents   being   effected  in  connection   with  the
                  Transactions  and this  Amendment to which it is or is to be a
                  party and the other  documents to be delivered  hereunder  and
                  thereunder.

                           (v) Such  financial,  business and other  information
                  regarding  the  Borrower,  the Parent  Guarantor and Trine and
                  their  respective  property,  assets  and  businesses  as  the
                  Administrative   Agent  or  the  Lender   Parties  shall  have
                  requested,  including,  without limitation, (A) information as
                  to possible contingent liabilities, tax matters, environmental
                  matters,  obligations  under  Plans,  Multiemployer  Plans and
                  Welfare  Plans,  collective  bargaining  agreements  and other
                  arrangements  with employees and (B) a pro forma  Consolidated
                  financial   statements   of  the  Parent   Guarantor  and  its
                  Subsidiaries,  after giving effect to the Transactions (which,
                  among other  things,  reflects  all  estimated  costs  savings
                  adjustments associated with the Transactions).

                           (vi) (A) Proper financing statement  amendments (Form
                  UCC-3 or a comparable form) under the Uniform  Commercial Code
                  of all jurisdictions  that the  Administrative  Agent may deem
                  necessary or desirable in order to terminate or amend existing
                  liens on and security interests in the Collateral described in
                  the  Security  Agreement,  in each case  completed in a manner
                  satisfactory to the Administrative Agent, (B) proper financing
                  statements (Form UCC-1 or a comparable form) under the Uniform
                  Commercial Code of all jurisdictions  that the  Administrative
                  Agent may deem  necessary or desirable in order to perfect and
                  protect the liens and security  interests created or purported
                  to be  created  under the  Security  Agreement,  covering  the
                  Collateral  described in the Security Agreement,  in each case
                  completed in a manner satisfactory to the Administrative Agent
                  and duly executed by the Borrower,  (C) copies of the Assigned
                  Agreements  referred to in Part B of the new Schedule V to the
                  Security  Agreement  attached  hereto  as  part  of  Annex  C,
                  together with any of the other Transaction  Documents that the
                  Administrative  Agent in its sole  discretion may designate as
                  additional Assigned Agreements,  together with, in the case of
                  each  such  Assigned  Agreement  which  by  its  terms  is not
                  assignable  by the  Loan  Party  that  is or is to be a  party
                  thereto in a manner satisfactory to the Administrative  Agent,
                  a consent  to the  assignment  thereof  to the  Administrative
                  Agent, on behalf of the Secured Parties, in form and substance
                  reasonably  satisfactory to the Administrative  Agent and duly
                  executed  by each of the  parties to such  Assigned  Agreement
                  other than the Loan Parties and Trine,  as  applicable,  (D) a
                  certificate or certificates representing 66% of the issued and
                  outstanding  shares of capital stock in Trine Products  Mexico
                  S.A. de C.V., a Mexican  corporation,  accompanied  by undated
                  stock powers,  duly  executed in blank,  and (E) evidence that
                  all of the other actions (including,  without limitation,  the
                  completion  of all other  recordings  and  filings  of or with
                  respect  to  the  Security   Agreement  and  the  Intellectual
                  Property Security Agreement) that the Administrative Agent may
                  deem  necessary  or  desirable in order to perfect and protect

                                       14
<PAGE>

                  the liens and security  interests  created  under the Security
                  Agreement and the  Intellectual  Property  Security  Agreement
                  have been taken.

                           (vii) Certificates,  in form and substance reasonably
                  satisfactory  to the  Required  Lenders  and all of the Term C
                  Lenders, attesting to the Solvency of the Parent Guarantor and
                  the Borrower,  in each case individually and together with its
                  Subsidiaries,   taken  as  a  whole,  immediately  before  and
                  immediately  after giving effect to the  Transactions  and the
                  other  transactions  contemplated  by the Loan  Documents  (as
                  amended by this Amendment),  from the chief financial  officer
                  (or person performing similar functions) of each of the Parent
                  Guarantor and the Borrower.

                           (viii) Evidence of insurance  delivered to the Lender
                  Parties on the date of the  Amendment  No. 5  Effective  Date,
                  naming the Administrative Agent as insured and loss payee with
                  such   responsible  and  reputable   insurance   companies  or
                  associations,  and in such amounts and covering such risks, as
                  is  satisfactory  to the Lender  Parties,  including,  without
                  limitation,   product  liability  and  business   interruption
                  insurance.

                           (ix) A Notice of  Borrowing  for the  initial  Term C
                  Borrowing.

                           (x) A  favorable  opinion of  Sullivan  &  Worcester,
                  counsel for the Parent Guarantor and the Borrower, in form and
                  substance reasonably  satisfactory to the Required Lenders and
                  all of the Term C Lenders.

                           (xi) Letters from Marino & Chambers,  special counsel
                  for Trine  addressed to the  Administrative  Agent and each of
                  the  Lender  Parties  and  otherwise  in  form  and  substance
                  reasonably  satisfactory to the Administrative  Agent, stating
                  that the  Administrative  Agent and each such Lender Party may
                  rely  upon  the  favorable   opinion  of  such  counsel  being
                  delivered in  connection  with the  applicable  aspects of the
                  Transactions,  together  with a copy of such  opinions  (which
                  shall be in form and  substance  satisfactory  to the Required
                  Lenders and all of the Term C Lenders).

                           (xii) Such other  opinions,  certificates,  documents
                  and  information as the  Administrative  Agent or the Required
                  Lenders or any Term C Lender through the Administrative  Agent
                  may reasonably request.

                           (xiii)  Short-form  amendments  to  the  Intellectual
                  Property  Security  Agreement to be filed with the U.S. Patent
                  and Trademark Office and the U.S.  Copyright Office,  together
                  with  evidence that all action that the  Administrative  Agent
                  may deem  necessary  or  desirable  in order  to  perfect  and
                  protect  the  first  priority  liens  and  security  interests
                  created thereunder have been taken or will be taken.

The effectiveness of this Amendment is further  conditioned upon the accuracy of
all of the factual matters  described  herein.  This Amendment is subject to the
provisions of Section 9.01 of the Credit Agreement,  except that no amendment or
waiver of any provision of Section 4, nor consent to any departure by the

                                       15
<PAGE>

Parent  Guarantor  or the  Borrower  therefrom,  shall in any event be effective
unless the same shall be in writing and signed by the  Required  Lenders and all
of the Term C Lenders.

         SECTION 5. Representations and Warranties. Each of the Parent Guarantor
and the Borrower hereby represents and warrants as follows:

                  (a) The pro forma  Consolidated  balance  sheet of the  Parent
         Guarantor and its  Subsidiaries as of January 31, 2000, and the related
         pro  forma  Consolidated  statements  of income  and cash  flows of the
         Parent  Guarantor  and its  Subsidiaries  for the 11 months then ended,
         duly  certified by the chief  financial  officer (or person  performing
         similar functions) of the Parent Guarantor, copies of all of which have
         been or will on or  prior to the  Amendment  No.  5  Effective  Date be
         furnished  to  the  Lender  Parties,   fairly  present  the  pro  forma
         Consolidated  financial  condition  of the  Parent  Guarantor  and  its
         Subsidiaries as at such date and the pro forma Consolidated  results of
         operations of the Parent  Guarantor and its Subsidiaries for the period
         ended on such date, in each case giving effect to the  Transactions and
         the other transactions contemplated by this Amendment.

                  (b)  The  projected   Consolidated   balance  sheets,   income
         statements  and cash flows  statements of the Parent  Guarantor and its
         Subsidiaries most recently furnished to the Lender Parties prior to the
         date of this  Amendment were prepared in good faith on the basis of the
         assumptions stated therein, which assumptions were fair in the light of
         conditions  existing at the time of delivery of such  projections,  and
         represented,  at the time of delivery,  each of the Parent  Guarantor's
         and the Borrower's best estimate of its future financial performance.

                  (c) Set  forth  on Part B of  Schedule  4.01(kk)  hereto  is a
         complete and accurate  list, as of the Amendment No. 5 Effective  Date,
         of all Investments (other than Investments in Cash Equivalents) held by
         Trine and  transferred  to the  Borrower  pursuant  to the Trine  Asset
         Acquisition,  showing,  as of such date, the amount,  obligor or issuer
         and maturity, if any, thereof.

                  (d) Set  forth  on Part B of  Schedule  4.01(ll)  hereto  is a
         complete and accurate  list, as of the Amendment No. 5 Effective  Date,
         of all patents,  trademarks, trade names, service marks and copyrights,
         and all  applications  therefor  and  licenses  thereof,  of Trine  and
         transferred  to the Borrower  pursuant to the Trine Asset  Acquisition,
         showing,  as of such date, the  jurisdiction in which  registered,  the
         registration number, the date of registration and the expiration date.

                  (e) Any  amendment,  supplement or other  modification  to any
         Schedule or Exhibit to any Loan Document attached hereto made after the
         Amendment  No.  5  Effective  Date  shall  be  in  form  and  substance
         reasonably  satisfactory to the Required  Lenders and all of the Term C
         Lenders.

         SECTION 6.  Reference to and Effect on the Loan  Documents.  (a) On and
after the Amendment No. 5 Effective Date, each reference in the Credit Agreement
to "this Agreement",  "hereunder", "hereof" or words of like import referring to
the  Credit  Agreement,  and each  reference  in the Notes  and the  other  Loan
Documents to "the Credit  Agreement",  "thereunder",  "thereof" or words of like
import referring to the Credit  Agreement,  shall mean and be a reference to the
Credit Agreement, as amended and otherwise modified hereby.

                                       16
<PAGE>

         (b)  The  Credit  Agreement,  the  Notes  and  each of the  other  Loan
Documents,  except to the  extent  of the  amendments  and  other  modifications
specifically  provided  above,  are and shall  continue  to be in full force and
effect and are hereby in all respects  ratified and confirmed.  Without limiting
the  generality  of the  foregoing,  the  Collateral  Documents  and  all of the
Collateral  described therein do and shall continue to secure the payment of all
Obligations of the Loan Parties under and in respect of the Loan  Documents,  as
amended and otherwise modified by this Amendment.

         (c) The execution,  delivery and  effectiveness of this Amendment shall
not,  except as  expressly  provided  herein,  operate as a waiver of any right,
power  or  remedy  of any  Lender  Party  or any  Agent  under  any of the  Loan
Documents,  nor  constitute  a  waiver  of any  provision  of  any  of the  Loan
Documents.

         SECTION 7. Costs and Expenses.  The Borrower hereby agrees to pay, upon
demand, all costs and expenses of the Administrative  Agent (including,  without
limitation,  the reasonable fees and expenses of counsel for the  Administrative
Agent) in connection with the preparation,  execution, delivery, administration,
syndication,  modification  and  amendment  of  this  Amendment  and  the  other
documents,  instruments  and  agreements  to  be  delivered  hereunder,  all  in
accordance with the terms of Section 9.04 of the Credit Agreement.

         SECTION 8. Execution in Counterparts. This Amendment may be executed in
any  number  of  counterparts  and  by  different  parties  hereto  in  separate
counterparts,  each of which when so executed  shall be deemed to be an original
and all of which taken  together shall  constitute  one and the same  agreement.
Delivery of an executed  counterpart  of a signature  page to this  Amendment by
telecopier shall be effective as delivery of a manually executed  counterpart of
this Amendment.

         SECTION 9.  Governing  Law.  This  Amendment  shall be governed by, and
construed in accordance with, the laws of the State of New York.


                                       17
<PAGE>

                  IN WITNESS  WHEREOF,  the  parties  hereto  have  caused  this
Amendment to be executed by their respective officers thereunto duly authorized,
as of the date first above written.



                             The Borrower

                             DESA INTERNATIONAL, INC.


                             By /s/ Edward G. Patrick
                                Name:  Edward G. Patrick
                                Title: Vice President


                             The Parent Guarantor

                             DESA HOLDINGS CORPORATION


                             By /s/ Edward G. Patrick
                                Name:  Edward G. Patrick
                                Title: Vice President


                             The Agents

                             BANK OF AMERICA, N.A., in each of its
                                capacities as a Lender Party and as
                                Administrative Agent


                             By /s/ David H. Strickert
                                Name:  David H. Strickert
                                Title: Principal


<PAGE>



                             The Initial Term C Lenders

                             BANK OF AMERICA, N.A.


                             By /s/ David H. Strickert
                                Name:  David H. Strickert
                                Title: Principal


                             UBS AG, STAMFORD BRANCH


                             By /s/ Renata Jacobson
                                Name:  Renata Jacobson
                                Title: Director


                             By /s/ David Barth
                                Name:  David Barth
                                Title: Director




<PAGE>



                             The Lenders

                             BANK OF AMERICA, N.A.


                             By /s/ David H. Strickert
                                Name:  David H. Strickert
                                Title: Principal





<PAGE>



                             UBS AG, STAMFORD BRANCH


                             By /s/ Renata Jacobson
                                Name:  Renata Jacobson
                                Title: Director


                             By /s/ David Barth
                                Name:  David Barth
                                Title: Director





<PAGE>



                             HELLER FINANCIAL, INC.


                             By /s/ K. Craig Gallehugh
                                Name:  K. Craig Gallehugh
                                Title: Vice President







<PAGE>



                             IMPERIAL BANK, CALIFORNIA
                             BANKING CORPORATION


                             By /s/ Ray Vadalma
                                Name:  Ray Vadalma
                                Title: Senior Managing Director



<PAGE>



                             FIRST SOURCE FINANCIAL LLP, as a Lender

                             By:  First Source Financial, Inc., its
                                  Agent/Manager


                             By /s/ Pamela D. Eskra
                                Name:  Pamela D. Eskra
                                Title: Vice President





<PAGE>



                             FLEET NATIONAL BANK


                             By /s/ Stephen M. Curran
                                Name:  Stephen M. Curran
                                Title: Vice President





<PAGE>



                             FLEET BUSINESS CREDIT CORPORATION


                             By /s/ Wes Manus
                                Name:  Wes Manus
                                Title: Vice President


<PAGE>



                             VAN KAMPEN
                             PRIME RATE INCOME TRUST

                             By: Van Kampen Investment Advisory Corp.


                             By /s/ Brian T. Buscher
                                Name:  Brian T. Buscher
                                Title: Manager Operations & Compliance
<PAGE>



                             CANADIAN IMPERIAL BANK OF COMMERCE


                             By /s/ Koren Volk
                                Name:  Koren Volk
                                Title: Authorized Signatory


<PAGE>



                             BANK POLSKA KASA OPIEKI S.A. -
                             PEKAO S.A. GROUP, NEW YORK
                             BRANCH


                             By /s/ Barry W. Henry
                                Name:  Barry W. Henry
                                Title: Vice President
                                       Senior Lending Officer



<PAGE>



                             PILGRIM AMERICA PRIME RATE
                             TRUST

                             By: Pilgrim Investments, Inc.,
                                 as its investment manager


                             By /s/ Jason T. Groom
                                Name:  Jason T. Groom
                                Title: Assistant Vice President





<PAGE>



                             BOEING CAPITAL CORPORATION


                             By /s/ James C. Hammersmith
                                Name:  James C. Hammersmith
                                Title: Senior Documentation Officer









<PAGE>



                                     CONSENT

                  Reference is made to (a) Amendment No. 5 to the Loan Documents
dated as of April 7,  2000 (the  "Amendment";  capitalized  terms not  otherwise
defined  herein being used herein as defined in the  Amendment and in the Credit
Agreement  referred to therein),  (b) the Credit  Agreement dated as of November
26, 1997 (as amended and otherwise  modified by Amendment and Waiver No. 1 dated
as of January 23, 1998, Letter Waiver No. 2 dated as of April 9, 1998, Amendment
No. 3 to the Loan  Documents  dated as of May 26, 1998 and  Amendment and Waiver
No. 4 to the Loan Documents  dated as of May 25, 1999,  the "Credit  Agreement")
among  Desa  International,   Inc.,  a  Delaware   corporation,   Desa  Holdings
Corporation,  a Delaware  corporation,  the Lender  Parties party  thereto,  UBS
Securities LLC, as a Co-Arranger and  Documentation  Agent  thereunder,  Banc of
America Securities LLC (formerly  NationsBanc  Montgomery  Securities LLC), as a
Co-Arranger and Syndication Agent thereunder and Bank of America, N.A. (formerly
NationsBank, N.A.), as Administrative Agent (the "Administrative Agent") for the
Lender Parties thereunder, and (c) the other Loan Documents referred to therein.

                  Each of the  undersigned,  in its  capacity  as (a) a  Grantor
under the Security  Agreement,  (b) a Grantor  under the  Intellectual  Property
Security  Agreement,  and/or (c) a  Subsidiary  Guarantor  under the  Subsidiary
Guaranty executed and delivered by such Subsidiary Guarantor, hereby consents to
the execution and delivery of the Amendment, the prior execution and delivery of
the Credit Agreement and the performance of each of the Amendment and the Credit
Agreement and agrees that:

                  (A) each of the Security Agreement,  the Intellectual Property
         Security  Agreement and the Subsidiary  Guaranty to which it is a party
         is, and shall continue to be, in full force and effect and is hereby in
         all respects  ratified and  confirmed on the  Amendment No. 5 Effective
         Date, except that, on and after the Amendment No. 5 Effective Date, (1)
         each  reference  to "the Credit  Agreement",  "thereunder",  "thereof",
         "therein"  or words of like import  referring  to the Credit  Agreement
         shall mean and be a reference to the Credit  Agreement,  as amended and
         otherwise  modified  by the  Amendment,  (2)  each  reference  to  "the
         Security  Agreement",  "thereunder",  "thereof",  "therein" or words of
         like import  referring  to the Security  Agreement  shall mean and be a
         reference to the Security Agreement,  as amended and otherwise modified
         by the Amendment,  and (3) each reference to "the Intellectual Property
         Security  Agreement",  "thereunder",  "thereof",  "therein" or words of
         like import referring to the Intellectual  Property Security  Agreement
         shall mean and be a reference  to the  Intellectual  Property  Security
         Agreement, as amended and otherwise modified by the Amendment; and

                  (B) as of the  Amendment  No. 5 Effective  Date,  the Security
         Agreement and the Intellectual  Property Security Agreement to which it
         is a party and all of the Collateral of such Person  described  therein
         do, and shall  continue  to,  secure the  payment of all of the Secured
         Obligations.

                  This Consent shall be governed by, and construed in accordance
with, the laws of the State of New York.



<PAGE>

                  Delivery of an  executed  counterpart  of a signature  page of
this  Consent by  telecopier  shall be  effective  as the delivery of a manually
executed counterpart of this Consent.

                             DESA INTERNATIONAL, INC.

                             By /s/ Edward Patrick
                                Name:  Edward Patrick
                                Title: Vice President Finance


                             DESA HOLDINGS CORPORATION


                             By /s/ Edward Patrick
                                Name:  Edward Patrick
                                Title: Vice President Finance






[The schedules and exhibits to this agreement have been omitted and will be
supplementally filed with the Securities and Exchange Commission upon request.]


</TEXT>
</DOCUMENT>
