MICROCHIP TECHNOLOGY INC
CREDIT AGREEMENT DATED 5/31/00
<DOCUMENT>
<TYPE>EX-10.10
<SEQUENCE>2
<FILENAME>0002.txt
<DESCRIPTION>CREDIT AGREEMENT DATED 5/31/00
<TEXT>

                                CREDIT AGREEMENT

                            DATED AS OF MAY 31, 2000

                                      AMONG

                       MICROCHIP TECHNOLOGY INCORPORATED,
                             A DELAWARE CORPORATION

                                  THE LENDERS,

                                  BANK ONE, NA,
                    AS LC ISSUER AND AS ADMINISTRATIVE AGENT

                     WELLS FARGO BANK, NATIONAL ASSOCIATION
                              AS SYNDICATION AGENT

                              BANK OF AMERICA, N.A.
                             AS DOCUMENTATION AGENT
                                       AND

                         BANC ONE CAPITAL MARKETS, INC.
                     AS LEAD ARRANGER AND SOLE BOOK MANAGER
<PAGE>
                                TABLE OF CONTENTS

                                                                            PAGE
                                                                            ----

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


ARTICLE 2 THE CREDITS.......................................................  14

   2.1   COMMITMENT.........................................................  14
   2.2   REQUIRED PAYMENTS; TERMINATION.....................................  15
   2.3   RATABLE LOANS......................................................  15
   2.4   TYPES OF ADVANCES..................................................  15
   2.5   SWING LINE LOANS...................................................  15
   2.6   COMMITMENT FEE; REDUCTIONS IN AGGREGATE COMMITMENT.................  16
   2.7   MINIMUM AMOUNT OF EACH ADVANCE.....................................  17
   2.8   OPTIONAL PRINCIPAL PAYMENTS........................................  17
   2.9   METHOD OF SELECTING TYPES AND INTEREST PERIODS FOR NEW ADVANCES....  17
   2.10  CONVERSION AND CONTINUATION OF OUTSTANDING ADVANCES................  18
   2.11  CHANGES IN INTEREST RATE, ETC......................................  18
   2.12  RATES APPLICABLE AFTER DEFAULT.....................................  19
   2.13  METHOD OF PAYMENT..................................................  19
   2.14  NOTELESS AGREEMENT; EVIDENCE OF INDEBTEDNESS.......................  20
   2.15  TELEPHONIC NOTICES.................................................  20
   2.16  INTEREST PAYMENT DATES; INTEREST AND FEE BASIS.....................  21
   2.17  NOTIFICATION OF ADVANCES, INTEREST RATES, PREPAYMENTS AND
           COMMITMENT REDUCTIONS............................................  21
   2.18  LENDING INSTALLATIONS..............................................  21
   2.19  FACILITY LCS.......................................................  22
   2.20  NON-RECEIPT OF FUNDS BY THE ADMINISTRATIVE AGENT...................  26
   2.21  REPLACEMENT OF LENDER..............................................  26

ARTICLE 3 YIELD PROTECTION; TAXES...........................................  27

   3.1   YIELD PROTECTION...................................................  27
   3.2   CHANGES IN CAPITAL ADEQUACY REGULATIONS............................  28
   3.3   AVAILABILITY OF TYPES OF ADVANCES..................................  29
   3.4   FUNDING INDEMNIFICATION............................................  29
   3.5   TAXES..............................................................  29
   3.6   LENDER STATEMENTS; SURVIVAL OF INDEMNITY...........................  31

ARTICLE 4 CONDITIONS PRECEDENT..............................................  32

   4.1   INITIAL CREDIT EXTENSION...........................................  32
   4.2   EACH CREDIT EXTENSION..............................................  33

ARTICLE 5 REPRESENTATIONS AND WARRANTIES....................................  34

   5.1   EXISTENCE AND STANDING.............................................  34
   5.2   AUTHORIZATION AND VALIDITY.........................................  34
   5.3   NO CONFLICT; GOVERNMENT CONSENT....................................  34
   5.4   FINANCIAL STATEMENTS...............................................  35
   5.5   MATERIAL ADVERSE CHANGE............................................  35
   5.6   TAXES..............................................................  35
   5.7   LITIGATION AND CONTINGENT OBLIGATIONS..............................  35
   5.8   SUBSIDIARIES.......................................................  36
   5.9   ERISA..............................................................  36
   5.10  ACCURACY OF INFORMATION............................................  36
<PAGE>
   5.11  REGULATION U.......................................................  36
   5.12  MATERIAL AGREEMENTS................................................  36
   5.13  COMPLIANCE WITH LAWS...............................................  36
   5.14  OWNERSHIP OF PROPERTIES............................................  37
   5.15  PLAN ASSETS; PROHIBITED TRANSACTIONS...............................  37
   5.16  ENVIRONMENTAL MATTERS..............................................  37

ARTICLE 6 COVENANTS.........................................................  37

   6.1   FINANCIAL REPORTING................................................  37
   6.2   USE OF PROCEEDS....................................................  39
   6.3   NOTICE OF DEFAULT; NOTICE OF MATERIAL ADVERSE EFFECT...............  39
   6.4   CONDUCT OF BUSINESS................................................  39
   6.5   TAXES..............................................................  39
   6.6   INSURANCE..........................................................  39
   6.7   COMPLIANCE WITH LAWS...............................................  40
   6.8   MAINTENANCE OF PROPERTIES..........................................  40
   6.9   INSPECTION.........................................................  40
   6.10  INDEBTEDNESS.......................................................  40
   6.11  MERGER.............................................................  40
   6.12  SALE OF ASSETS.....................................................  41
   6.13  INVESTMENTS AND ACQUISITIONS.......................................  41
   6.14  LIENS..............................................................  42
   6.15  AFFILIATES.........................................................  42
   6.16  SUBORDINATED INDEBTEDNESS..........................................  43
   6.17  CONTINGENT OBLIGATIONS.............................................  43
   6.18  FINANCIAL COVENANTS................................................  43
   6.19  NO NEGATIVE PLEDGE.................................................  43

ARTICLE 7 DEFAULTS..........................................................  44


ARTICLE 8 ACCELERATION, WAIVERS, AMENDMENTS AND REMEDIES....................  46

   8.1   ACCELERATION; FACILITY LC COLLATERAL ACCOUNT.......................  46
   8.2   AMENDMENTS.........................................................  47
   8.3   PRESERVATION OF RIGHTS.............................................  48

ARTICLE 9 GENERAL PROVISIONS................................................  48

   9.1   SURVIVAL OF REPRESENTATIONS........................................  48
   9.2   GOVERNMENTAL REGULATION............................................  48
   9.3   HEADINGS...........................................................  49
   9.4   ENTIRE AGREEMENT...................................................  49
   9.5   SEVERAL OBLIGATIONS; BENEFITS OF THIS AGREEMENT....................  49
   9.6   EXPENSES; INDEMNIFICATION..........................................  49
   9.7   NUMBERS OF DOCUMENTS...............................................  51
   9.8   ACCOUNTING.........................................................  51
   9.9   SEVERABILITY OF PROVISIONS.........................................  51
   9.10  NONLIABILITY OF LENDERS............................................  51
   9.11  CONFIDENTIALITY....................................................  52
   9.12  NONRELIANCE........................................................  52
   9.13  DISCLOSURE.........................................................  52

ARTICLE 10 THE ADMINISTRATIVE AGENT.........................................  53

   10.1  APPOINTMENT; NATURE OF RELATIONSHIP................................  53
   10.2  POWERS.............................................................  53
   10.3  GENERAL IMMUNITY...................................................  53
   10.4  NO RESPONSIBILITY FOR LOANS, RECITALS, ETC.........................  54

                                   -ii-
<PAGE>
   10.5  ACTION ON INSTRUCTIONS OF LENDERS..................................  54
   10.6  EMPLOYMENT OF ADMINISTRATIVE AGENTS AND COUNSEL....................  54
   10.7  RELIANCE ON DOCUMENTS; COUNSEL.....................................  55
   10.8  ADMINISTRATIVE AGENT'S REIMBURSEMENT AND INDEMNIFICATION...........  55
   10.9  NOTICE OF DEFAULT..................................................  55
   10.10 RIGHTS AS A LENDER.................................................  56
   10.11 LENDER CREDIT DECISION.............................................  56
   10.12 SUCCESSOR ADMINISTRATIVE AGENT.....................................  56
   10.13 ADMINISTRATIVE AGENT'S FEE.........................................  57
   10.14 DELEGATION TO AFFILIATES...........................................  57
   10.15 DOCUMENTATION AGENT AND SYNDICATION AGENT..........................  57

ARTICLE 11 SETOFF; RATABLE PAYMENTS.........................................  58

   11.1  SETOFF.............................................................  58
   11.2  RATABLE PAYMENTS...................................................  58

ARTICLE 12 BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS................  58

   12.1  SUCCESSORS AND ASSIGNS.............................................  58
   12.2  PARTICIPATIONS.....................................................  59
   12.3  ASSIGNMENTS........................................................  60
   12.4  DISSEMINATION OF INFORMATION.......................................  61
   12.5  TAX TREATMENT......................................................  61

ARTICLE 13 NOTICES..........................................................  61

   13.1  NOTICES............................................................  61
   13.2  CHANGE OF ADDRESS..................................................  61

ARTICLE 14 COUNTERPARTS.....................................................  62


ARTICLE 15 CHOICE OF LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL.....  62

   15.1  CHOICE OF LAW......................................................  62
   15.2  CONSENT TO JURISDICTION............................................  62
   15.3  WAIVER OF JURY TRIAL...............................................  62

Pricing Schedule

Exhibits:
     "A"   Form of Opinion
     "B"   Form of Compliance Certificate
     "C"   Form of Assignment Agreement
     "D"   Form of Loan/Credit Related Money Transfer Instructions
     "E"   Form of Note
     "F-1" Form of Swing Line Borrowing Notice
     "F-2" Form of Conversion/Continuation Notice

Schedules:
     "1" Subsidiaries, Material Subsidiaries and Other Investments
     "2" Indebtedness and Liens

                                     -iii-
<PAGE>
                                CREDIT AGREEMENT

         THIS CREDIT AGREEMENT ("Agreement"), dated as of May 31, 2000, is among
MICROCHIP TECHNOLOGY INCORPORATED, a Delaware corporation, the Lenders, and BANK
ONE, NA, a national banking association, having its principal office in Chicago,
Illinois,  as LC Issuer and as Administrative  Agent, Wells Fargo Bank, National
Association  as  Syndication  Agent and Bank of America,  N.A. as  Documentation
Agent. The parties hereto agree as follows:

                                    ARTICLE 1

                                   DEFINITIONS

         As used in this Agreement:

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

         "Administrative  Agent" means Bank One in its  capacity as  contractual
representative  of the Lenders pursuant to Article 10, and not in its individual
capacity as a Lender, and any successor  Administrative Agent appointed pursuant
to Article 10.

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

         "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.

         "Aggregate  Commitment"  means the aggregate of the  Commitments of all
the Lenders, as reduced from time to time pursuant to the terms hereof.

                                       1
<PAGE>
         "Aggregate  Outstanding  Credit  Exposure"  means,  at  any  time,  the
aggregate of the Outstanding Credit Exposure of all the Lenders.

         "Agreement"  means  this  credit  agreement,  as it may be  amended  or
modified and in effect 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
that used in preparing the financial statements referred to in Section 5.4.

         "Alternate Base Rate" means,  for any day, a rate of interest per annum
equal to the  higher of (i) the  Prime  Rate for such day or (ii) the sum of the
Federal Funds Effective Rate for such day plus 1/2% per annum.

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

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

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

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

         "Authorized  Officer" means any of the President,  CEO, Chief Financial
Officer, or Treasurer of the Borrower, acting singly.

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

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

         "Borrower"  means  Microchip   Technology   Incorporated,   a  Delaware
corporation, and its successors and assigns.

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

         "Borrowing Notice" is defined in Section 2.9.

                                       2
<PAGE>
         "Business Day" means (i) with respect to any borrowing, payment or rate
selection  of  Eurodollar  Advances,  a day (other than a Saturday or Sunday) on
which  banks  generally  are open in  Chicago  and New York for the  conduct  of
substantially  all  of  their  commercial  lending  activities,  interbank  wire
transfers  can be made on the  Fedwire  system  and  dealings  in United  States
dollars  are  carried on in the London  interbank  market and (ii) for all other
purposes,  a day (other than a Saturday or Sunday) on which banks  generally are
open in Chicago for the conduct of substantially all of their commercial lending
activities and interbank wire transfers can be made on the Fedwire system.

         "Capital Expenditures" means, without duplication, any expenditures for
any purchase or other  acquisition  of any asset which would be  classified as a
fixed or capital asset on a  consolidated  balance sheet of the Borrower and its
Subsidiaries prepared in accordance with Agreement Accounting Principles.

         "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.

         "Cash Equivalent  Investments" means (i) short-term  obligations of, or
fully  guaranteed by, the United States of America,  (ii) commercial paper rated
A-1 or better by S&P or P-1 or better by Moody's,  (iii) demand deposit accounts
maintained in the ordinary course of business,  and (iv) certificates of deposit
issued by and time deposits with commercial banks (whether  domestic or foreign)
having capital and surplus in excess of  $100,000,000.00;  PROVIDED in each case
that the same  provides  for payment of both  principal  and  interest  (and not
principal  alone  or  interest  alone)  and is not  subject  to any  contingency
regarding the payment of principal or interest.

         "Change in Control" means the acquisition by any Person, or two or more
Persons acting in concert,  of beneficial  ownership (within the meaning of Rule
13d-3 of the Securities and Exchange  Commission  under the Securities  Exchange
Act of 1934) of 30% or more of the  outstanding  shares of  voting  stock of the
Borrower.

         "Code" means the Internal Revenue Code of 1986, as amended, reformed or
otherwise modified from time to time.

         "Collateral Shortfall Amount" is defined in Section 8.1.

         "Commitment"  means, for each Lender,  the obligation of such Lender to
make  Revolving  Loans to, and  participate  in  Facility  LCs  issued  upon the
application of, the Borrower in an aggregate amount not exceeding the amount set
forth  opposite its signature  below or as set forth in any Notice of Assignment
relating to any assignment that has become effective pursuant to Section 12.3.2,
as such amount may be modified from time to time pursuant to the terms hereof.

                                       3
<PAGE>
         "Commitment Fee" is defined in Section 2.6(a).

         "Consolidated  EBIT" means  Consolidated Net Income PLUS, to the extent
deducted from revenues in determining  Consolidated Net Income, (i) Consolidated
Interest   Expense,   (ii)  expense  for  taxes  paid  or  accrued,   and  (iii)
extraordinary  losses  incurred  other than in the ordinary  course of business,
MINUS, to the extent included in Consolidated  Net Income,  extraordinary  gains
realized other than in the ordinary  course of business,  all calculated for the
Borrower and its Subsidiaries on a consolidated basis.

         "Consolidated EBITDA" means Consolidated Net Income PLUS, to the extent
deducted from revenues in determining  Consolidated Net Income, (i) Consolidated
Interest Expense,  (ii) expense for taxes paid or accrued,  (iii)  depreciation,
(iv)  amortization  and (v)  extraordinary  losses  incurred  other  than in the
ordinary course of business,  MINUS, to the extent included in Consolidated  Net
Income,  extraordinary  gains  realized  other  than in the  ordinary  course of
business, all calculated for the Borrower and its Subsidiaries on a consolidated
basis.

         "Consolidated  Funded  Indebtedness"  means at any  time the  aggregate
dollar amount of Consolidated Indebtedness which has actually been funded and is
outstanding  at such time,  whether or not such amount is due or payable at such
time.

         "Consolidated  Indebtedness"  means at any time the Indebtedness of the
Borrower and its  Subsidiaries  calculated  on a  consolidated  basis as of such
time.

         "Consolidated  Interest  Expense" means,  with reference to any period,
the  interest  expense of the  Borrower  and its  Subsidiaries  calculated  on a
consolidated basis for such period.

         "Consolidated Net Income" means, with reference to any period,  the net
income  (or  loss)  of  the  Borrower  and  its  Subsidiaries  calculated  on  a
consolidated basis for such period.

         "Consolidated  Tangible Net Worth"  means at any time the  consolidated
stockholders'  equity  of the  Borrower  and its  Subsidiaries  calculated  on a
consolidated  basis as of such time LESS all  intangible  assets of Borrower and
its Subsidiaries calculated on a consolidated basis as of such time.

         "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, take-or-pay contract or the obligations of any such Person as general
partner of a partnership with respect to the liabilities of the partnership.

         "Controlled   Group"  means  all  members  of  a  controlled  group  of
corporations or other business entities and all trades or businesses (whether or
not incorporated) under common control which,  together with the Borrower or any
of its Subsidiaries, would be treated, if applicable, as a single employer under
Section 414 of the Code.

                                       4
<PAGE>
         "Conversion/Continuation Notice" is defined in Section 2.10.

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

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

         "Default" means an event described in Article 7.

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

         "ERISA" means the Employee  Retirement  Income Security Act of 1974, as
amended from time to time, and any rule or regulation issued thereunder.

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

         "Eurodollar Base Rate" means, with respect to a Eurodollar  Advance for
the relevant  Interest  Period,  the  applicable  British  Bankers'  Association
Interest  Settlement  Rate for  deposits in U.S.  dollars  appearing  on Reuters
Screen FRBD as of 11:00 a.m.  (London  time) two (2) Business  Days prior to the
first day of such Interest Period,  and having a maturity equal to such Interest
Period;  PROVIDED  that,  (i) if Reuters  Screen  FRBD is not  available  to the
Administrative Agent for any reason, the applicable Eurodollar Base Rate for the
relevant  Interest  Period  shall  instead be the  applicable  British  Bankers'
Association Interest Settlement Rate for deposits in U.S. dollars as reported by
any other generally  recognized  financial  information service as of 11:00 a.m.
(London  time) two (2)  Business  Days  prior to the first day of such  Interest
Period, and having a maturity equal to such Interest Period, and (ii) if no such
British  Bankers'  Association  Interest  Settlement  Rate is  available  to the
Administrative  Agent,  the  applicable  Eurodollar  Base Rate for the  relevant
Interest Period shall instead be the rate determined by the Administrative Agent
to be the rate at which Bank One or one of its  Affiliate  banks offers to place
deposits in U.S. dollars with  first-class  banks in the London interbank market
at  approximately  11:00 a.m.  (London  time) two (2) Business Days prior to the
first day of such  Interest  Period,  in the  approximate  amount of Bank  One's
relevant Eurodollar Loan and having a maturity equal to such Interest Period.

         "Eurodollar Loan" means a Loan which,  except as otherwise  provided in
Section 2.12, bears interest at the applicable Eurodollar Rate.

                                       5
<PAGE>
         "Eurodollar Rate" means,  with respect to a Eurodollar  Advance for the
relevant Interest Period, the sum of (i) the quotient of (a) the Eurodollar Base
Rate  applicable to such Interest  Period,  divided by (b) one minus the Reserve
Requirement  (expressed as a decimal)  applicable to such Interest Period,  PLUS
(ii) the Applicable Margin.

         "Excluded  Taxes"  means,  in the  case of each  Lender  or  applicable
Lending Installation and the Administrative  Agent, taxes imposed on its overall
net income, and franchise taxes imposed on it, by (i) the jurisdiction under the
laws of  which  such  Lender  or the  Administrative  Agent is  incorporated  or
organized or (ii) the jurisdiction in which the  Administrative  Agent's or such
Lender's  principal   executive  office  or  such  Lender's  applicable  Lending
Installation is located.

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

         "Facility LC" is defined in Section 2.19.1.

         "Facility LC Application" is defined in Section 2.19.3.

         "Facility LC Collateral Account" is defined in Section 2.19.11.

         "Facility  Termination  Date" means May 31, 2003 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 10:00 a.m. (Chicago
time) on such day on such transactions received by the Administrative Agent from
three   Federal  funds   brokers  of   recognized   standing   selected  by  the
Administrative Agent in its sole discretion.

         "Floating  Rate" means,  for any day, a rate per annum equal to (i) the
Alternate Base Rate for such day PLUS (ii) the Applicable  Margin,  in each case
changing when and as the Alternate Base Rate changes.

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

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

         "Indebtedness"  of a Person  means such  Person's (i)  obligations  for
borrowed money,  (ii) obligations  representing  the deferred  purchase price of
Property or services (other than accounts payable arising in the ordinary course

                                       6
<PAGE>
of such  Person's  business  payable on terms  customary  in the  trade),  (iii)
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,  (iv) obligations  which are evidenced by notes,  acceptances,  or other
instruments,  (v)  obligations  of such Person to purchase  securities  or other
Property  arising  out  of or in  connection  with  the  sale  of  the  same  or
substantially similar securities or Property, (vi) Capitalized Lease Obligations
and  (vii)  any  other   obligation  for  borrowed  money  or  other   financial
accommodation which in accordance with Agreement Accounting  Principles would be
shown as a liability on the consolidated balance sheet of such Person.

         "Information" is defined in Section 9.11.

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

         "Investment"   of  a  Person  means  any  loan,   advance  (other  than
commission,  travel and similar  advances to officers and employees  made in the
ordinary  course  of  business),   extension  of  credit  (other  than  accounts
receivable  arising in the ordinary course of business on terms customary in the
trade) or contribution of capital by such Person;  stocks,  bonds, mutual funds,
partnership  interests,  notes,  debentures  or other  securities  owned by such
Person;  any time deposit  accounts  and  certificate  of deposit  owned by such
Person; and structured notes, derivative financial instruments and other similar
instruments or contracts owned by such Person;  provided that "Investment" shall
not include any such items with a maturity  date, an expiration  date or similar
duration provision of less than one year.

         "LC Fee" is defined in Section 2.19.4.

         "LC Issuer" means Bank One (or any  subsidiary or affiliate of Bank One
designated by Bank One) in its capacity as issuer of Facility LCs hereunder.

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

         "LC Payment Date" is defined in Section 2.19.5.

                                       7
<PAGE>
         "Lenders" means the lending  institutions listed on the signature pages
of this Agreement and their respective successors and assigns.  Unless otherwise
specified,  the term  "Lenders"  includes Bank One in its capacity as Swing Line
Lender.

         "Lending   Installation"  means,  with  respect  to  a  Lender  or  the
Administrative Agent, the office, branch, subsidiary or affiliate of such Lender
or the  Administrative  Agent  listed  on the  signature  pages  hereof  or on a
Schedule  or  otherwise  selected  by such  Lender or the  Administrative  Agent
pursuant to Section 2.18.

         "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.

         "Leverage Ratio" means, as of any date of calculation, the ratio of (i)
Consolidated Funded  Indebtedness  outstanding on such date to (ii) Consolidated
EBITDA for the Borrower's then most-recently ended four fiscal quarters.

         "Lien"  means  any  lien  (statutory  or  other),   mortgage,   pledge,
hypothecation,  assignment,  deposit  arrangement,  encumbrance  or  preference,
priority or other security agreement or preferential  arrangement of any kind or
nature whatsoever  (including,  without limitation,  the interest of a vendor or
lessor under any conditional  sale,  Capitalized  Lease or other title retention
agreement).

         "Loan" means a Revolving Loan or a Swing Line Loan.

         "Loan Documents" means this Agreement, the Facility LC Applications and
any Notes issued pursuant to Section 2.14.

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

         "Material Indebtedness" is defined in Section 7.5.

         "Material  Division" means any division of the Borrower or a Subsidiary
which (i) represents more than 10% of the consolidated assets of the Borrower as
would be shown in the  consolidated  financial  statements of the Borrower as at
the  beginning of the  twelve-month  period  ending with the month in which such

                                       8
<PAGE>
determination  is  made,  or  (ii)  is  responsible  for  more  than  10% of the
consolidated  net sales or of the  consolidated  net income of the  Borrower  as
reflected in the financial statements referred to in clause (i) above.

         "Material Subsidiary" means a Subsidiary which (i) represents more than
10% of the  consolidated  assets  of the  Borrower  as  would  be  shown  in the
consolidated  financial  statements  of the Borrower as at the  beginning of the
twelve-month  period ending with the month in which such  determination is made,
or (ii) is responsible for more than 10% of the consolidated net sales or of the
consolidated net income of the Borrower as reflected in the financial statements
referred to in clause (i) above.

         "Modify" and "Modification" are defined in Section 2.19.1.

         "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 might be a party in the future to which more than
one employer is obligated to make contributions.

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

         "Note"  means any  promissory  note  issued at the  request of a Lender
pursuant to Section 2.14 in the form of Exhibit "E".

         "Notice of Assignment" is defined in Section 12.3.2.

         "Obligations"  means all unpaid  principal  of and  accrued  and unpaid
interest on the Loans,  all  Reimbursement  Obligations,  all accrued and unpaid
fees and all expenses, reimbursements,  indemnities and other obligations of the
Borrower to the  Lenders or to any  Lender,  the  Administrative  Agent,  the LC
Issuer or any indemnified party arising under the Loan Documents.

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

         "Operating Lease  Obligations"  means, as at any date of determination,
the amount obtained by aggregating the present values, determined in the case of
each particular Operating Lease by applying a discount rate (which discount rate
shall equal the discount rate which would be applied under Agreement  Accounting
Principles if such  Operating  Lease were a Capitalized  Lease) from the date on
which each fixed lease payment is due under such Operating Lease to such date of
determination, of all fixed lease payments due under all Operating Leases of the
Borrower and its Subsidiaries.

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

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

         "Participants" is defined in Section 12.2.1.

                                       9
<PAGE>
         "Payment  Date"  means as to (i) the  commitment  fee paid  pursuant to
Section 2.6, the first Business Day of each calendar quarter, commencing July 1,
2000; and (ii) a Floating Rate Advance and the LC Fee, on the first Business Day
of each month.

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

         "Permitted  Acquisition"  means any Acquisition made by the Borrower or
any of its Subsidiaries, PROVIDED that (i) as of the date of the consummation of
such  Acquisition,  no Default or Unmatured  Default  shall have occurred and be
continuing or would result from such Acquisition,  and the  representations  and
warranties  contained  in Article 5 shall be true both  before and after  giving
effect to such  Acquisition  except to the  extent  any such  representation  or
warrant is stated to relate solely to an earlier  date,  (ii) the business to be
acquired in such Acquisition is reasonably  related to one or more of the fields
of enterprise in which the Borrower and its Subsidiaries are engaged on the date
hereof,  and (iii) as of the date of the consummation of such  Acquisition,  all
material approvals required in connection therewith shall have been obtained.

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

         "Plan" means an employee pension benefit plan which is covered by Title
IV of ERISA or subject to the minimum funding standards under Section 412 of the
Code as to which, if applicable in the future, the Borrower or any member of the
Controlled Group might have any liability.

         "Pricing  Schedule" means the Schedule  attached  hereto  identified as
such.

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

         "Pro Rata Share" means,  with respect to a Lender, a portion equal to a
fraction the numerator of which is such Lender's  Commitment and the denominator
of which is the Aggregate Commitment.

         "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.

         "Purchasers" is defined in Section 12.3.1.

         "Regulation  D" means  Regulation  D of the Board of  Governors  of the
Federal Reserve System as from time to time in effect and any successor  thereto
or other  regulation  or  official  interpretation  of said  Board of  Governors
relating  to reserve  requirements  applicable  to member  banks of the  Federal
Reserve System.

         "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

                                       10
<PAGE>
extension of credit by banks for the purpose of  purchasing  or carrying  margin
stocks applicable to member banks of the Federal Reserve System.

         "Reimbursement  Obligations"  means,  at any time, the aggregate of all
obligations of the Borrower then outstanding under Section 2.19 to reimburse the
LC  Issuer  for  amounts  paid by the LC Issuer  in  respect  of any one or more
drawings under Facility LCs.

         "Rentals" of a Person means the aggregate fixed amounts payable by such
Person under any Operating Lease.

         "Reportable  Event" means, if applicable in the future to the Borrower,
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 thirty (30) days of the  occurrence
of such event;  PROVIDED,  HOWEVER,  that a failure to meet the minimum  funding
standard  of  Section  412 of the Code and of  Section  302 of ERISA  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.

         "Reports" is defined in Section 9.6(i).

         "Required  Lenders" means Lenders in the aggregate  having at least 60%
of the Aggregate Commitment or, if the Aggregate Commitment has been terminated,
Lenders  in the  aggregate  holding  at least 60% of the  Aggregate  Outstanding
Credit Exposure.

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

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

         "Sale and Leaseback  Transaction"  means any sale or other  transfer of
Property by any Person with the intent to lease such Property as lessee.

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

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

         "Single  Employer  Plan" means any Plan that may be  maintained  in the
future by the Borrower or any member of the  Controlled  Group for  employees of
the Borrower or any member of the Controlled Group.

                                       11
<PAGE>
         "Subordinated  Indebtedness" of a Person means any Indebtedness of such
Person the payment of which is subordinated to payment of the Obligations to the
written satisfaction of the Required Lenders.

         "Subsidiary" of a Person means (i) 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
(ii) any partnership,  limited liability company, association,  joint venture 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.

         "Substantial  Portion"  means,  with  respect  to the  Property  of the
Borrower and its  Subsidiaries,  Property which (i) 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 beginning of the twelve-month  period ending with the month in which such
determination  is  made,  or  (ii)  is  responsible  for  more  than  10% of the
consolidated net sales or of the consolidated net income of the Borrower and its
Subsidiaries as reflected in the financial  statements referred to in clause (i)
above.

         "Swing Line Borrowing Notice" is defined in Section 2.5.2.

         "Swing Line  Commitment"  means the obligation of the Swing Line Lender
to make Swing Line Loans up to a maximum  principal amount of  $10,000,000.00 at
any one time outstanding.

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

         "Swing Line Loan" means a Loan made  available  to the  Borrower by the
Swing Line Lender pursuant to Section 2.5.

         "Synthetic  Lease  Obligations"  means all  monetary  obligations  of a
Person  under (a) a  so-called  synthetic,  off-balance  sheet or tax  retention
lease,  or (b) an  agreement  for the use or  possession  of  property  creating
obligations  which do not appear on the balance  sheet of such Person but which,
upon the insolvency or bankruptcy of such Person,  would be characterized as the
Indebtedness of such Person (without regard to accounting treatment).

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

         "Termination"  means the payment in full of the principal amount of all
Credit  Extensions,  all  accrued  interest  thereon  and all fees with  respect
thereto,  coupled with  termination  of all  obligations  (if any) of all of the
Lenders  and the Swing Line Lender to advance  funds or extend  credit to or for

                                       12
<PAGE>
the benefit,  and the LC Issuer to issue or Modify  Facility LCs for the account
of Borrower  pursuant to this  Agreement,  and the expiration of all outstanding
Facility LC's.

         "Transferee" is defined in Section 12.4.

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

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

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

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

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

                                       13
<PAGE>
                                    ARTICLE 2

                                   THE CREDITS

2.1 COMMITMENT.


         (a) From and  including  the date of this  Agreement  and  prior to the
Facility  Termination  Date,  each  Lender  severally  agrees,  on the terms and
conditions  set  forth in this  Agreement,  to (i) make  Revolving  Loans to the
Borrower  and (ii)  participate  in Facility  LCs issued upon the request of the
Borrower  provided that after giving effect to the making of each such Revolving
Loan and the issuance of such  Facility  LC, such  Lender's  Outstanding  Credit
Exposure shall not exceed in the aggregate at any one time  outstanding  its Pro
Rata Share of the Aggregate  Outstanding  Credit Exposure,  and provided further
that at no time  shall the  Aggregate  Outstanding  Credit  Exposure  exceed the
Aggregate Commitment.  Subject to the terms of this Agreement,  the Borrower may
borrow,  repay and reborrow at any time prior to the Facility  Termination Date.
The  Commitment  to  extend  credit  hereunder  shall  expire  on  the  Facility
Termination  Date.  The LC Issuer will issue Facility LCs hereunder on the terms
and conditions set forth in Section 2.19.

         (b) If no Default or Unmatured  Default has occurred and is continuing,
the Borrower may, by notice to the  Administrative  Agent,  request that, on the
terms and subject to the  conditions  contained in this  Agreement,  the Lenders
and/or other financial  institutions not then a party to this Agreement that are
satisfactory  to the  Administrative  Agent and the  Borrower  provide  up to an
aggregate amount of $50,000,000 in additional Commitments.  Upon receipt of such
notice, the Administrative  Agent shall use all commercially  reasonable efforts
to arrange  for the  Lenders or other  financial  institutions  to provide  such
additional Commitments;  PROVIDED that the Administrative Agent will first offer
each of the Lenders that then has a  Commitment  a pro rata portion  (based upon
the Commitments at such time) of any such additional Commitments. Alternatively,
any Lender may commit to provide  the full  amount of the  requested  additional
Commitments and then offer portions of such additional  Commitments to the other
Lenders  or  other  financial  institutions,  subject  to  the  proviso  in  the
immediately preceding sentence. Nothing contained in this paragraph or otherwise
in this Agreement is intended to commit any Lender or the  Administrative  Agent
to provide any portion of any such additional Commitments.  If and to the extent
that any  Lenders  and/or  other  financial  institutions  agree,  in their sole
discretion,  to  provide  any such  additional  Commitments,  (i) the  Aggregate
Commitment shall be increased by the amount of the additional Commitments agreed
to be so provided, (ii) the Pro Rata Shares of the respective Lenders in respect
of the Commitments shall be adjusted accordingly, (iii) at such time and in such
manner  as the  Borrower  and the  Administrative  Agent  shall  agree (it being
understood  that  the  Borrower  and  the  Administrative  Agent  will  use  all
commercially  reasonable  efforts to avoid the  prepayment  or assignment of any
Eurodollar  Advance  on a day  other  than the last day of the  Interest  Period
applicable thereto),  the Lenders shall assign and assume outstanding  Revolving
Loans and  participations  in L/C  Obligations so as to cause the amount of such
Revolving Loans and  participations  in L/C  Obligations  held by each Lender to
conform to the  respective  percentages  of the  applicable  Commitments  of the
Lenders and (iv) the Borrower shall execute and deliver any additional  Notes or
other  amendments or modifications to this Agreement or any other Loan Documents
as the Administrative Agent may reasonably request.

                                       14
<PAGE>
2.2 REQUIRED PAYMENTS; TERMINATION.

         The  Aggregate   Outstanding  Credit  Exposure  and  all  other  unpaid
Obligations  shall be paid in full by the Borrower on the  Facility  Termination
Date.

2.3 RATABLE LOANS.

         Each Advance  hereunder  (other than any Swing Line Loan) shall consist
of Revolving Loans made from the several Lenders ratably  according to their Pro
Rata Shares.

2.4 TYPES OF ADVANCES.

         The Advances may be Floating Rate Advances or Eurodollar Advances, or a
combination  thereof,  selected by the Borrower in accordance  with Sections 2.9
and 2.10,  or Swing Line Loans  selected  by the  Borrower  in  accordance  with
Section 2.5.

2.5 SWING LINE LOANS.

         2.5.1  AMOUNT  OF  SWING  LINE  LOANS.  Upon  the  satisfaction  of the
conditions precedent set forth in Section 4.2 and, if such Swing Line Loan is to
be made on the date of the initial Advance  hereunder,  the  satisfaction of the
conditions  precedent  set forth in Section 4.1 as well,  from and including the
date of this  Agreement and prior to the Facility  Termination  Date,  the Swing
Line Lender agrees, on the terms and conditions set forth in this Agreement,  to
make  Swing  Line  Loans  to the  Borrower  from  time to  time in an  aggregate
principal  amount  not to exceed the Swing Line  Commitment;  PROVIDED  that the
Aggregate Outstanding Credit Exposure shall not at any time exceed the Aggregate
Commitment,  and PROVIDED FURTHER that at no time shall the sum of (i) the Swing
Line Lender's Pro Rata Share of the Swing Line Loans,  PLUS (ii) the outstanding
Revolving  Loans made by the Swing Line Lender  pursuant to Section 2.1,  exceed
the Swing Line Lender's  Commitment  at such time.  Subject to the terms of this
Agreement,  the Borrower may borrow,  repay and reborrow Swing Line Loans at any
time prior to the Facility Termination Date.

         2.5.2   BORROWING   NOTICE.   The   Borrower   shall   deliver  to  the
Administrative Agent and the Swing Line Lender irrevocable notice (a "Swing Line
Borrowing  Notice")  in the form of Exhibit  "F-1" not later than noon  (Chicago
time)  on the  Borrowing  Date of  each  Swing  Line  Loan,  specifying  (i) the
applicable  Borrowing  Date (which date shall be a Business  Day),  and (ii) the
aggregate  amount of the requested  Swing Line Loan which shall be an amount not
less than $100,000.00.  The Swing Line Loans shall bear interest at the Floating
Rate.

         2.5.3  MAKING OF SWING LINE LOANS.  Promptly  after  receipt of a Swing
Line Borrowing Notice, the Administrative Agent shall notify each Lender by fax,
or other similar form of  transmission,  of the requested  Swing Line Loan.  Not
later than 2:00 p.m. (Chicago time) on the applicable  Borrowing Date, the Swing
Line  Lender  shall make  available  the Swing Line Loan,  in funds  immediately
available  in Chicago,  to the  Administrative  Agent at its  address  specified
pursuant to Article XIII. The Administrative  Agent will promptly make the funds

                                       15
<PAGE>
so  received  from the  Swing  Line  Lender  available  to the  Borrower  on the
Borrowing Date at the Administrative Agent's aforesaid address.

         2.5.4 REPAYMENT OF SWING LINE LOANS. Each Swing Line Loan shall be paid
in full by the  Borrower  on or before the fifth  (5th)  Business  Day after the
Borrowing Date for such Swing Line Loan. In addition,  the Swing Line Lender (i)
may at any time in its sole  discretion  with respect to any  outstanding  Swing
Line Loan,  or (ii) shall on the fifth (5th)  Business  Day after the  Borrowing
Date of any Swing Line  Loan,  require  each  Lender  (including  the Swing Line
Lender) to make a Revolving  Loan in the amount of such  Lender's Pro Rata Share
of such Swing Line Loan,  for the purpose of repaying such Swing Line Loan.  Not
later than noon (Chicago  time) on the date of any notice  received  pursuant to
this Section  2.5.4,  each Lender shall make  available  its required  Revolving
Loan, in funds immediately  available in Chicago to the Administrative  Agent at
its address  specified  pursuant to Article 13. Revolving Loans made pursuant to
this Section 2.5.4 shall  initially be Floating Rate Loans and thereafter may be
continued  as Floating  Rate Loans or  converted  into  Eurodollar  Loans in the
manner  provided  in  Section  2.10 and  subject  to the  other  conditions  and
limitations set forth in this Article 2. Unless a Lender shall have notified the
Swing Line Lender,  prior to its making any Swing Line Loan, that any applicable
condition  precedent  set  forth  in  Sections  4.1 or 4.2  had  not  then  been
satisfied,  such Lender's  obligation to make  Revolving  Loans pursuant to this
Section  2.5.4 to repay  Swing Line Loans  shall be  unconditional,  continuing,
irrevocable  and  absolute  and  shall  not be  affected  by any  circumstances,
including,  without  limitation,  (a)  any  set-off,  counterclaim,  recoupment,
defense or other  right which such  Lender may have  against the  Administrative
Agent,  the Swing  Line  Lender  or any  other  Person,  (b) the  occurrence  or
continuance  of a Default or Unmatured  Default,  (c) any adverse  change in the
condition   (financial  or  otherwise)  of  the  Borrower,   or  (d)  any  other
circumstances, happening or event whatsoever. In the event that any Lender fails
to make payment to the Administrative Agent of any amount due under this Section
2.5.4, the Administrative  Agent shall be entitled to receive,  retain and apply
against such  obligation  the principal and interest  otherwise  payable to such
Lender hereunder until the Administrative  Agent receives such payment from such
Lender or such  obligation  is  otherwise  fully  satisfied.  In addition to the
foregoing,  if  for  any  reason  any  Lender  fails  to  make  payment  to  the
Administrative  Agent of any amount due under this  Section  2.5.4,  such Lender
shall be deemed, at the option of the Swing Line Lender, to have unconditionally
and  irrevocably  purchased  from the Swing Line  Lender,  without  recourse  or
warranty,  an undivided  interest and participation in the applicable Swing Line
Loan in the amount of such Revolving  Loan, and such interest and  participation
may be recovered from such Lender together with interest  thereon at the Federal
Funds  Effective  Rate for each day during the period  commencing on the date of
demand  and  ending  on the  date  such  amount  is  received.  On the  Facility
Termination  Date,  the Borrower shall repay in full the  outstanding  principal
balance of the Swing Line Loans.

2.6 COMMITMENT FEE; REDUCTIONS IN AGGREGATE COMMITMENT.

         (a) The  Borrower  agrees  to pay to the  Administrative  Agent for the
account of each Lender  according  to its Pro Rata Share a  commitment  fee (the
"Commitment  Fee") at a per annum rate equal to the  Applicable  Fee Rate on the
daily Available  Aggregate  Commitment from the date hereof to and including the
Facility Termination Date, payable in arrears on each Payment Date hereafter and

                                       16
<PAGE>
on the Facility  Termination  Date. Swing Line Loans shall not count as usage of
any Lender's  Commitment for the purpose of  calculating  the commitment fee due
hereunder.

         (b) The Borrower may  permanently  reduce the  Aggregate  Commitment in
whole,  or  in  part  ratably  among  the  Lenders  in  integral   multiples  of
$5,000,000.00,  upon at least three (3)  Business  Days'  written  notice to the
Administrative  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  Outstanding  Credit  Exposure.  All accrued
commitment fees shall be payable on the effective date of any termination of the
obligations of the Lenders to make Credit Extensions hereunder.

2.7 MINIMUM AMOUNT OF EACH ADVANCE.

         Each Advance shall be in the minimum  amount of  $3,000,000.00  (and in
multiples of $1,000,000.00 if in excess thereof);  PROVIDED,  HOWEVER,  that any
Floating Rate Advance may be in the amount of the unused Aggregate Commitment.

2.8 OPTIONAL PRINCIPAL PAYMENTS.

         The Borrower may from time to time pay, without penalty or premium, all
outstanding  Floating  Rate  Advances  (other than Swing Line  Loans),  or, in a
minimum   aggregate  amount  of  $3,000,000.00  or  any  integral   multiple  of
$1,000,000.00  in excess thereof,  any portion of the outstanding  Floating Rate
Advances  (other than Swing Line Loans) upon one (1) Business Day's prior notice
to the  Administrative  Agent. The Borrower may at any time pay, without penalty
or  premium,  all  outstanding  Swing  Line  Loans,  or, in a minimum  amount of
$100,000.00 and increments of $50,000.00 in excess  thereof,  any portion of the
outstanding  Swing Line Loans, with notice to the  Administrative  Agent and the
Swing Line Lender by noon (Chicago time) on the date of repayment.  The Borrower
may from time to time pay, subject to the payment of any funding indemnification
amounts required by Section 3.4 but without penalty or premium,  all outstanding
Eurodollar  Advances,  or, in a minimum aggregate amount of $3,000,000.00 or any
integral  multiple  of  $1,000,000.00  in excess  thereof,  any  portion  of the
outstanding  Eurodollar  Advances upon three  Business Days' prior notice to the
Administrative Agent.

2.9 METHOD OF SELECTING TYPES AND INTEREST PERIODS FOR NEW ADVANCES.

         The Borrower  shall select the Type of Advance and, in the case of each
Eurodollar  Advance,  the Interest Period applicable  thereto from time to time.
The  Borrower  shall  give  the  Administrative   Agent  irrevocable  notice  (a
"Borrowing  Notice") not later than noon (Chicago time) on the Borrowing Date of
each Floating Rate Advance (other than a Swing Line Loan) and three (3) Business
Days before the Borrowing Date for each Eurodollar Advance, specifying:

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

          (ii) the aggregate amount of such Advance,

                                       17
<PAGE>
          (iii) the Type of Advance selected, and

          (iv) in the  case of each  Eurodollar  Advance,  the  Interest  Period
     applicable thereto.

Not later than 2:00 p.m.  (Chicago  time) on each  Borrowing  Date,  each Lender
shall make available its Revolving Loan or Revolving Loans in funds  immediately
available  in  Chicago  to the  Administrative  Agent at its  address  specified
pursuant to Article 13. The Administrative Agent will wire the funds so received
from the Lenders in accordance with instructions received from the Borrower.

2.10 CONVERSION AND CONTINUATION OF OUTSTANDING ADVANCES.

         Floating Rate Advances  (other than Swing Line Loans) shall continue as
Floating  Rate  Advances  unless  and until  such  Floating  Rate  Advances  are
converted into Eurodollar  Advances  pursuant to this Section 2.10 or are repaid
in accordance  with Section 2.8.  Each  Eurodollar  Advance shall  continue as a
Eurodollar  Advance  until  the  end  of the  then  applicable  Interest  Period
therefor, at which time such Eurodollar Advance shall be automatically converted
into a Floating Rate Advance unless (x) such Eurodollar Advance is or was repaid
in  accordance  with  Section  2.8 or (y) the  Borrower  shall  have  given  the
Administrative  Agent  a  Conversion/Continuation   Notice  (as  defined  below)
requesting  that, at the end of such Interest  Period,  such Eurodollar  Advance
continue  as a  Eurodollar  Advance  for the same or  another  Interest  Period.
Subject to the terms of Section 2.7, the Borrower may elect from time to time to
convert  all or any part of a Floating  Rate  Advance  (other  than a Swing Line
Loan) into a  Eurodollar  Advance.  The Borrower  shall give the  Administrative
Agent  irrevocable  notice (a  "Conversion/Continuation  Notice") in the form of
Exhibit  "F-2" of each  conversion  of a Floating Rate Advance into a Eurodollar
Advance or  continuation  of a Eurodollar  Advance not later than noon  (Chicago
time)  at least  three  (3)  Business  Days  prior to the date of the  requested
conversion or continuation, specifying:

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

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

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

2.11 CHANGES IN INTEREST RATE, ETC.

         Each  Floating  Rate Advance  (other than a Swing Line Loan) shall bear
interest on the  outstanding  principal  amount  thereof,  for each day from and
including  the date such Advance is made or is  automatically  converted  from a
Eurodollar Advance into a Floating Rate Advance pursuant to Section 2.10, to but
excluding the date it is paid or is converted into a Eurodollar Advance pursuant
to Section 2.10 hereof,  at a rate per annum equal to the Floating Rate for such

                                       18
<PAGE>
day.  Each  Swing Line Loan shall bear  interest  on the  outstanding  principal
amount thereof,  for each day from and including the day such Swing Line Loan is
made to but  excluding  the date it is paid,  at a rate per  annum  equal to the
Floating  Rate for such day.  Changes in the rate of interest on that portion of
any  Advance   maintained   as  a  Floating   Rate   Advance  will  take  effect
simultaneously  with each change in the  Alternate  Base Rate.  Each  Eurodollar
Advance shall bear interest on the outstanding principal amount thereof from and
including the first day of the Interest  Period  applicable  thereto to (but not
including) the last day of such Interest  Period at the interest rate determined
by the Administrative  Agent as applicable to such Eurodollar Advance based upon
the  Borrower's  selections  under  Sections  2.9  and  2.10  and  otherwise  in
accordance with the terms hereof.  No Interest Period may end after the Facility
Termination Date.

2.12 RATES APPLICABLE AFTER DEFAULT.

         Notwithstanding  anything to the  contrary  contained in Section 2.9 or
2.10,  during the  continuance  of a Default or  Unmatured  Default the Required
Lenders may, at their  option,  by notice to the Borrower  (which  notice may be
revoked at the option of the Required Lenders  notwithstanding  any provision of
Section 8.2  requiring  unanimous  consent of the Lenders to changes in interest
rates), declare that no Advance may be made as, converted into or continued as a
Eurodollar  Advance.  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 of the Required Lenders  notwithstanding any provision of Section 8.2
requiring  unanimous  consent of the  Lenders to  changes  in  interest  rates),
declare that (i) each  Eurodollar  Advance shall bear interest for the remainder
of the  applicable  Interest  Period at the rate  otherwise  applicable  to such
Interest  Period plus 2% per annum,  and (ii) each  Floating  Rate Advance shall
bear interest at a rate per annum equal to the Floating Rate in effect from time
to time plus 2% per  annum,  and (iii) the LC Fee shall be  increased  by 2% per
annum;  PROVIDED that,  during the continuance of a Default under Section 7.6 or
7.7, the interest rates set forth in clauses (i) and (ii) above and the increase
in the LC Fee set forth in clause (iii) above shall be  applicable to all Credit
Extensions  without  any  election  or action on the part of the  Administrative
Agent or any Lender.

2.13 METHOD OF PAYMENT.

         All  payments  of the  Obligations  hereunder  shall be  made,  without
setoff,  deduction,  or  counterclaim,  in  immediately  available  funds to the
Administrative Agent at the Administrative Agent's address specified pursuant to
Article 13, or at any other Lending  Installation  of the  Administrative  Agent
specified in writing by the Administrative Agent to the Borrower, by noon (local
time) on the date when due and shall (except with respect to repayments of Swing
Line Loans and except in the case of Reimbursement  Obligations for which the LC
Issuer  has  not  been  fully  indemnified  by  the  Lenders,  or  as  otherwise
specifically  required hereunder) be applied ratably by the Administrative Agent
among the Lenders.  Each payment delivered to the  Administrative  Agent for the
account of any Lender shall be delivered promptly by the Administrative Agent to
such Lender in the same type of funds that the Administrative  Agent received at
its address  specified  pursuant  to Article 13 or at any  Lending  Installation
specified  in a notice  received by the  Administrative  Agent from such Lender.
Each  reference to the  Administrative  Agent in this Section 2.13 shall also be

                                       19
<PAGE>
deemed to refer,  and shall  apply  equally,  to the LC  Issuer,  in the case of
payments  required  to be made by the  Borrower  to the LC  Issuer  pursuant  to
Section 2.19.6.

2.14 NOTELESS AGREEMENT; EVIDENCE OF INDEBTEDNESS.

         (i) Each Lender shall maintain in accordance with its usual practice an
account or accounts  evidencing the  indebtedness of the 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.

         (ii) The Administrative  Agent shall also maintain accounts in which it
will record (a) the amount of each Loan made hereunder, the Type thereof and the
Interest  Period  with  respect  thereto,  (b) the  amount of any  principal  or
interest  due and payable or to become due and payable from the Borrower to each
Lender  hereunder,  (c) the original  stated  amount of each Facility LC and the
amount of LC Obligations  outstanding at any time, and (d) the amount of any sum
received  by the  Administrative  Agent  hereunder  from the  Borrower  and each
Lender's share thereof.

         (iii) The entries  maintained  in the accounts  maintained  pursuant to
paragraphs (i) and (ii) above shall be PRIMA FACIE evidence of the existence and
amounts of the Obligations therein recorded; PROVIDED, HOWEVER, that the failure
of the Administrative Agent or any Lender to maintain such accounts or any error
therein shall not in any manner  affect the  obligation of the Borrower to repay
the Obligations in accordance with their terms.

         (iv) Any Lender may request that its Loans be evidenced by a promissory
note or, in the case of the Swing Line Lender, promissory notes representing its
Revolving Loans and Swing Line Loans, respectively, substantially in the form of
Exhibit "E",  with  appropriate  changes for notes  evidencing  Swing Line Loans
(each a "Note"). In such event, the Borrower shall prepare,  execute and deliver
to  such  Lender  such  Note or  Notes  payable  to the  order  of such  Lender.
Thereafter,  the Loans evidenced by each such Note and interest thereon shall at
all  times  (including  after  any  assignment  pursuant  to  Section  12.3)  be
represented by one or more 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  (i)
and (ii) above.

2.15 TELEPHONIC NOTICES.

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

                                       20
<PAGE>
material  respect  from the  action  taken by the  Administrative  Agent and the
Lenders,  the records of the  Administrative  Agent and the Lenders shall govern
absent manifest error.

2.16 INTEREST PAYMENT DATES; INTEREST AND FEE BASIS.

         Interest accrued on each Floating Rate Advance shall be payable on each
Payment Date, commencing with the first such date to occur after the date hereof
and at maturity. Interest accrued on each Eurodollar Advance shall be payable on
the last  day of its  applicable  Interest  Period,  on any  date on  which  the
Eurodollar  Advance  is  prepaid  or  converted,   whether  by  acceleration  or
otherwise,  and at maturity.  Interest accrued on each Eurodollar Advance having
an Interest  Period  longer than three  months shall also be payable on the last
day of each  three-month  interval  during  such  Interest  Period.  Interest on
Floating Rate Advances  shall be calculated for actual days elapsed on the basis
of a 365/366-day year. Interest on Eurodollar  Advances,  LC Fees and commitment
fees 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 noon (local time)
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.

2.17 NOTIFICATION OF ADVANCES, INTEREST RATES, PREPAYMENTS AND COMMITMENT
     REDUCTIONS.

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

2.18 LENDING INSTALLATIONS.

         Each  Lender  may  book  its  Loans  and  its  participation  in any LC
Obligations  and  the LC  Issuer  may  book  the  Facility  LCs  at any  Lending
Installation  selected by such Lender or the LC Issuer,  as the case may be, and
may  change  its  Lending  Installation  from  time to time.  All  terms of this
Agreement shall apply to any such Lending  Installation and the Loans,  Facility
LCs,  participations  in LC Obligations and any Notes issued  hereunder shall be
deemed held by each Lender or the LC Issuer, as the case may be, for the benefit
of any such Lending Installation.  Each Lender and the LC Issuer may, by written
notice to the  Administrative  Agent and the Borrower in accordance with Article
13,  designate  replacement or additional  Lending  Installations  through which
Loans  will be made by it or  Facility  LCs will be  issued  by it and for whose
account Loan payments or payments with respect to Facility LCs are to be made.

                                       21
<PAGE>
2.19 FACILITY LCS.

         2.19.1  ISSUANCE.  The  LC  Issuer  hereby  agrees,  on the  terms  and
conditions set forth in this Agreement,  to issue standby and commercial letters
of credit (each, a "Facility LC") and to renew,  extend,  increase,  decrease or
otherwise   modify  each  Facility  LC   ("Modify,"   and  each  such  action  a
"Modification"), from time to time from and including the date of this Agreement
and prior to the  Facility  Termination  Date upon the request of the  Borrower;
PROVIDED that immediately after each such Facility LC is issued or Modified, (i)
the  aggregate  amount  of the  outstanding  LC  Obligations  shall  not  exceed
$20,000,000.00  and (ii) the Aggregate  Outstanding  Credit  Exposure  shall not
exceed the Aggregate Commitment.  No Facility LC shall have an expiry date later
than the  earlier  of (x) the fifth  (5th)  Business  Day prior to the  Facility
Termination Date and (y) one year after its issuance.

         2.19.2  PARTICIPATIONS.  Upon the  issuance or  Modification  by the LC
Issuer of a Facility LC in  accordance  with this  Section  2.19,  the LC Issuer
shall  be  deemed,   without  further  action  by  any  party  hereto,  to  have
unconditionally  and irrevocably  sold to each Lender,  and each Lender shall be
deemed,  without further action by any party hereto, to have unconditionally and
irrevocably  purchased from the LC Issuer,  a participation  in such Facility LC
(and each Modification  thereof) and the related LC Obligations in proportion to
its Pro Rata Share.

         2.19.3 NOTICE.  Subject to Section 2.19.1,  the Borrower shall give the
LC Issuer  notice prior to noon  (Chicago  time) at least five (5) Business Days
prior to the  proposed  date of issuance or  Modification  of each  Facility LC,
specifying the beneficiary,  the proposed date of issuance (or Modification) and
the expiry date of such Facility LC, and  describing  the proposed terms of such
Facility LC and the nature of the transactions proposed to be supported thereby.
Upon  receipt  of  such  notice,   the  LC  Issuer  shall  promptly  notify  the
Administrative  Agent, and the  Administrative  Agent shall promptly notify each
Lender, of the contents thereof and of the amount of such Lender's participation
in such proposed  Facility LC. The issuance or  Modification by the LC Issuer of
any  Facility LC shall,  in addition to the  conditions  precedent  set forth in
Article  4 (the  satisfaction  of  which  the LC  Issuer  shall  have no duty to
ascertain),  be subject to the conditions  precedent that such Facility LC shall
be  satisfactory  to the LC Issuer and that the Borrower shall have executed and
delivered  such  application   agreement  and/or  such  other   instruments  and
agreements  relating to such Facility LC as the LC Issuer shall have  reasonably
requested (each, a "Facility LC Application");  PROVIDED,  HOWEVER,  that the LC
Issuer shall have no obligation  to, and shall not, issue or Modify any Facility
LC if the LC Issuer has received written notice from the  Administrative  Agent,
any  Lender or the  Borrower  on or prior to the  Business  Day of the  proposed
issuance or  Modification of such Facility LC that one or more of the conditions
set forth in  Article  4 is not then  satisfied.  In the  event of any  conflict
between  the  terms  of  this  Agreement  and  the  terms  of  any  Facility  LC
Application, the terms of this Agreement shall control.

         2.19.4 LC FEES. The Borrower shall pay to the Administrative Agent, for
the account of the Lenders ratably in accordance with their  respective Pro Rata
Shares,  with respect to each Facility LC, a letter of credit fee at a per annum
rate equal to the Applicable  Margin for Eurodollar Loans in effect from time to
time on the average daily undrawn stated amount under such Facility LC, such fee
to be  payable  in arrears on each  Payment  Date  (such fee  described  in this

                                       22
<PAGE>
sentence an "LC Fee").  The Borrower shall also pay to the LC Issuer for its own
account (x) at the time of issuance of each  Facility  LC, a fronting  fee in an
amount  to be  agreed  upon  between  the LC Issuer  and the  Borrower,  and (y)
documentary   and  processing   charges  in  connection  with  the  issuance  or
Modification  of and draws under Facility LCs in accordance with the LC Issuer's
standard schedule for such charges as in effect from time to time.

         2.19.5 ADMINISTRATION;  REIMBURSEMENT BY LENDERS. Upon receipt from the
beneficiary of any Facility LC of any demand for payment under such Facility LC,
the LC Issuer shall notify the Administrative Agent and the Administrative Agent
shall promptly  notify the Borrower and each other Lender as to the amount to be
paid by the LC Issuer as a result of such demand and the  proposed  payment date
(the "LC Payment Date"). The responsibility of the LC Issuer to the Borrower and
each Lender shall be only to determine that the documents (including each demand
for  payment)   delivered  under  each  Facility  LC  in  connection  with  such
presentment  shall be in conformity in all material  respects with such Facility
LC. The LC Issuer  shall  endeavor to exercise the same care in the issuance and
administration  of the Facility LCs as it does with respect to letters of credit
in which no participations are granted,  it being understood that in the absence
of any gross  negligence  or willful  misconduct  by the LC Issuer,  each Lender
shall be unconditionally and irrevocably liable without regard to the occurrence
of any Default or any condition precedent whatsoever, to reimburse the LC Issuer
on demand for (i) such  Lender's  Pro Rata  Share of the amount of each  payment
made by the LC Issuer  under each  Facility  LC to the extent such amount is not
reimbursed by the Borrower  pursuant to Section 2.19.6 below, PLUS (ii) interest
on the foregoing  amount to be reimbursed by such Lender,  for each day from the
date of the LC  Issuer's  demand for such  reimbursement  (or, if such demand is
made after noon (Chicago time) on such date, from the next  succeeding  Business
Day) to the date on which such Lender pays the amount to be reimbursed by it, at
a rate of interest per annum equal to the Federal Funds  Effective  Rate for the
first  three  days  and,  thereafter,  at a rate of  interest  equal to the rate
applicable to Floating Rate Advances.

         2.19.6 REIMBURSEMENT BY BORROWER. The Borrower shall be irrevocably and
unconditionally obligated to reimburse the LC Issuer on or before the applicable
LC Payment  Date for any  amounts to be paid by the LC Issuer  upon any  drawing
under any Facility LC, without presentment, demand, protest or other formalities
of any kind;  PROVIDED  that neither the Borrower nor any Lender shall hereby be
precluded  from asserting any claim for direct (but not  consequential)  damages
suffered by the  Borrower or such Lender to the extent,  but only to the extent,
caused by (i) the willful  misconduct  or gross  negligence  of the LC Issuer in
determining  whether a request  presented  under  any  Facility  LC issued by it
complied with the terms of such  Facility LC or (ii) the LC Issuer's  failure to
pay under any Facility LC issued by it after the presentation to it of a request
strictly  complying  with the terms and conditions of such Facility LC. All such
amounts paid by the LC Issuer and  remaining  unpaid by the Borrower  shall bear
interest,  payable on demand,  for each day until paid at a rate per annum equal
to (x) the rate  applicable  to Floating  Rate Advances for such day if such day
falls on or before the applicable LC Payment Date and (y) the sum of 2% plus the
rate  applicable  to Floating Rate Advances for such day if such day falls after
such LC  Payment  Date.  The LC  Issuer  will  pay to  each  Lender  ratably  in
accordance with its Pro Rata Share all amounts  received by it from the Borrower
for application in payment, in whole or in part, of the Reimbursement Obligation
in respect of any  Facility  LC issued by the LC Issuer,  but only to the extent
such  Lender has made  payment to the LC Issuer in respect of such  Facility  LC
pursuant  to  Section  2.19.5.  Subject  to the  terms  and  conditions  of this

                                       23
<PAGE>
Agreement  (including without limitation the submission of a Borrowing Notice in
compliance with Section 2.9 and the  satisfaction  of the applicable  conditions
precedent set forth in Article 4), the Borrower may request an Advance hereunder
for the purpose of satisfying any Reimbursement Obligation.

         2.19.7  OBLIGATIONS  ABSOLUTE.  The Borrower's  obligations  under this
Section 2.19 shall be absolute and unconditional under any and all circumstances
and  irrespective  of any setoff,  counterclaim  or defense to payment which the
Borrower  may  have or  have  had  against  the LC  Issuer,  any  Lender  or any
beneficiary of a Facility LC. The Borrower further agrees with the LC Issuer and
the Lenders that the LC Issuer and the Lenders shall not be responsible for, and
the Borrower's  Reimbursement Obligation in respect of any Facility LC shall not
be affected by, among other things,  the validity or genuineness of documents or
of any endorsements  thereon,  even if such documents should in fact prove to be
in any or all respects invalid,  fraudulent or forged, or any dispute between or
among the Borrower, any of its Affiliates, the beneficiary of any Facility LC or
any  financing  institution  or  other  party  to whom  any  Facility  LC may be
transferred  or any claims or defenses  whatsoever  of the Borrower or of any of
its  Affiliates  against  the  beneficiary  of  any  Facility  LC  or  any  such
transferee.  The LC  Issuer  shall  not  be  liable  for  any  error,  omission,
interruption  or delay in  transmission,  dispatch or delivery of any message or
advice,  however  transmitted,  in connection with any Facility LC. The Borrower
agrees that any action  taken or omitted by the LC Issuer or any Lender under or
in connection  with each Facility LC and the related  drafts and  documents,  if
done without gross negligence or willful  misconduct,  shall be binding upon the
Borrower  and shall not put the LC Issuer or any Lender  under any  liability to
the Borrower.  Nothing in this Section  2.19.7 is intended to limit the right of
the Borrower to make a claim  against the LC Issuer for damages as  contemplated
by the proviso to the first sentence of Section 2.19.6.

         2.19.8  ACTIONS OF LC ISSUER.  The LC Issuer shall be entitled to rely,
and shall be fully protected in relying,  upon any Facility LC, draft,  writing,
resolution,   notice,  consent,   certificate,   affidavit,  letter,  cablegram,
telegram,  telecopy,  telex  or  teletype  message,  statement,  order  or other
document believed by it to be genuine and correct and to have been signed,  sent
or made by the proper Person or Persons, and upon advice and statements of legal
counsel,  independent  accountants and other experts  selected by the LC Issuer.
The LC Issuer shall be fully justified in failing or refusing to take any action
under  this  Agreement  unless  it shall  first  have  received  such  advice or
concurrence  of the Required  Lenders as it reasonably  deems  appropriate or it
shall first be indemnified to its reasonable satisfaction by the Lenders against
any and all  liability  and  expense  which may be  incurred  by it by reason of
taking  or  continuing  to take  any  such  action.  Notwithstanding  any  other
provision  of this  Section  2.19,  the LC  Issuer  shall in all  cases be fully
protected  in acting,  or in  refraining  from acting,  under this  Agreement in
accordance  with a request of the  Required  Lenders,  and such  request and any
action  taken or  failure to act  pursuant  thereto  shall be  binding  upon the
Lenders and any future holders of a participation in any Facility LC.

         2.19.9  INDEMNIFICATION.  Subject to the  limitations set forth herein,
the Borrower  hereby agrees to indemnify  and hold harmless each Lender,  the LC
Issuer and the Administrative Agent, and their respective  directors,  officers,
agents and  employees  from and against any and all claims and damages,  losses,
liabilities,  or related costs or expenses  which such Lender,  the LC Issuer or
the  Administrative  Agent may reasonably incur (or which may be claimed against

                                       24
<PAGE>
such Lender, the LC Issuer or the Administrative Agent by any Person whatsoever)
by reason of or in  connection  with the  issuance,  execution  and  delivery or
transfer of or payment or failure to pay under any  Facility LC or any actual or
proposed use of any  Facility LC,  including,  without  limitation,  any claims,
damages, losses,  liabilities,  or related costs or expenses which the LC Issuer
may reasonably  incur by reason of or in connection  with (i) the failure of any
other  Lender  to  fulfill  or  comply  with its  obligations  to the LC  Issuer
hereunder (but nothing herein contained shall affect any rights the Borrower may
have against any defaulting Lender) or (ii) by reason of or on account of the LC
Issuer  issuing any  Facility  LC which  specifies  that the term  "Beneficiary"
included  therein  includes  any  successor  by  operation  of law of the  named
Beneficiary, but which Facility LC does not require that any drawing by any such
successor Beneficiary be accompanied by a copy of a legal document, satisfactory
to the LC Issuer,  evidencing the  appointment  of such  successor  Beneficiary;
PROVIDED  (i) that the Borrower  shall not be required to indemnify  any Lender,
the LC  Issuer or the  Administrative  Agent for any  claims,  damages,  losses,
liabilities,  costs or expenses to the extent, but only to the extent, caused by
(x) the willful  misconduct or gross  negligence of the LC Issuer in determining
whether a request  presented  under any  Facility LC complied  with the terms of
such  Facility  LC or (y) the LC Issuer's  failure to pay under any  Facility LC
after the presentation to it of a request strictly  complying with the terms and
conditions of such Facility LC; (ii) and further provided that in no event shall
Borrower  be liable  for any  incidental,  indirect,  exemplary,  consequential,
special or punitive  damages,  or for any loss of revenue,  profits,  capital or
business  or wasted  management  time,  even if  Borrower  is made  aware of the
possibility  of such  damages or they are  foreseeable,  and the  Administrative
Agent, the Arranger,  each Lender and each LC Issuer hereby waives, releases and
agrees not to sue for, any incidental,  indirect,  consequential  (including but
not limited to loss of revenue and loss of profits), special or punitive damages
that may be suffered by the Administrative Agent, the Arranger,  such Lender and
such LC Issuer in connection with,  arising out of, or in any way related to the
Loan Documents or the transactions  contemplated  thereby,  except to the extent
the  Administrative  Agent,  the  Arranger,  each  Lender  and each LC Issuer is
subject to a final, nonappealable judgment for claims for incidental,  indirect,
consequential,  special or punitive  damages by other Persons to the extent they
are  attributable to actions of the Borrower.  Nothing in this Section 2.19.9 is
intended to limit the  obligations of the Borrower under any other  provision of
this Agreement.

         2.19.10  LENDERS'  INDEMNIFICATION.   Each  Lender  shall,  ratably  in
accordance with its Pro Rata Share,  indemnify the LC Issuer, its affiliates and
their respective  directors,  officers,  agents and employees (to the extent not
reimbursed  by the Borrower)  against any cost,  expense  (including  reasonable
counsel  fees and  disbursements),  claim,  demand,  action,  loss or  liability
(except  such as result  from such  indemnitees'  gross  negligence  or  willful
misconduct  or the LC  Issuer's  failure to pay under any  Facility LC after the
presentation to it of a request strictly complying with the terms and conditions
of the Facility LC) that such indemnitees may suffer or incur in connection with
this Section 2.19 or any action taken or omitted by such indemnitees hereunder.

         2.19.11  FACILITY LC COLLATERAL  ACCOUNT.  The Borrower  agrees that it
will, upon the request of the  Administrative  Agent or the Required Lenders and
until the final expiration date of any Facility LC and thereafter as long as any
amount is payable to the LC Issuer or the Lenders in respect of any Facility LC,
maintain a special collateral  account pursuant to arrangements  satisfactory to
the  Administrative   Agent  (the  "Facility  LC  Collateral  Account")  at  the
Administrative  Agent's office at the address specified  pursuant to Article 13,

                                       25
<PAGE>
in the name of such  Borrower  but under the sole  dominion  and  control of the
Administrative  Agent, for the benefit of the Lenders and in which such Borrower
shall have no  interest  other than as set forth in Section  8.1.  The  Borrower
hereby pledges, assigns and grants to the Administrative Agent, on behalf of and
for the ratable benefit of the Lenders and the LC Issuer, a security interest in
all of the  Borrower's  right,  title and interest in and to all funds which may
from time to time be on deposit in the Facility LC Collateral  Account to secure
the  prompt  and  complete  payment  and  performance  of the  Obligations.  The
Administrative  Agent will invest any funds on deposit  from time to time in the
Facility LC Collateral  Account in  certificates of deposit of Bank One having a
maturity not exceeding  thirty (30) days.  Nothing in this Section 2.19.11 shall
either obligate the Administrative  Agent to require the Borrower to deposit any
funds  in  the  Facility  LC  Collateral  Account  or  limit  the  right  of the
Administrative  Agent to release any funds held in the  Facility  LC  Collateral
Account in each case other than as required by Section 8.1.

         2.19.12 RIGHTS AS A LENDER. In its capacity as a Lender,  the LC Issuer
shall have the same rights and obligations as any other Lender.

2.20 NON-RECEIPT OF FUNDS BY THE ADMINISTRATIVE AGENT.

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

2.21 REPLACEMENT OF LENDER.

         If the Borrower is required pursuant to Section 3.1, 3.2 or 3.5 to make
any  additional  payment to any Lender or if any Lender's  obligation to make or
continue,  or to convert Floating Rate Advances into,  Eurodollar Advances shall
be  suspended  pursuant to Section  3.3 (any  Lender so  affected  an  "Affected
Lender"), the Borrower may elect, if such amounts continue to be charged or such
suspension is still effective, to replace such Affected Lender as a Lender party
to this  Agreement;  PROVIDED  that no Default or Unmatured  Default  shall have
occurred and be continuing at the time of such replacement, and PROVIDED FURTHER
that, concurrently with such replacement, (i) another bank or other entity which
is reasonably  satisfactory to the Borrower and the  Administrative  Agent shall

                                       26
<PAGE>
agree, as of such date, to purchase for cash the Advances and other  Obligations
due to the Affected Lender pursuant to an assignment  substantially  in the form
of Exhibit "C" and to become a Lender for all purposes  under this Agreement and
to assume all  obligations  of the Affected  Lender to be  terminated as of such
date  and to  comply  with  the  requirements  of  Section  12.3  applicable  to
assignments, and (ii) the Borrower shall pay to such Affected Lender in same day
funds on the day of such  replacement  (A) all interest,  fees and other amounts
then accrued but unpaid to such Affected Lender by the Borrower hereunder to and
including the date of termination,  including without limitation payments due to
such Affected Lender under Sections 3.1, 3.2 and 3.5, and (B) an amount, if any,
equal to the payment which would have been due to such Lender on the day of such
replacement under Section 3.4 had the Loans of such Affected Lender been prepaid
on such date rather than sold to the replacement Lender.

                                    ARTICLE 3

                             YIELD PROTECTION; TAXES

3.1 YIELD PROTECTION.

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

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

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

          (iii)  imposes any other  condition the result of which is to increase
     the cost to any Lender or any  applicable  Lending  Installation  or the LC
     Issuer of making,  funding  or  maintaining  its  Eurodollar  Loans,  or of
     issuing or participating in Facility LCs, or reduces any amount  receivable
     by any Lender or any applicable  Lending  Installation  or the LC Issuer in
     connection  with  its  Eurodollar  Loans,  Facility  LCs or  participations
     therein,  or requires any Lender or any applicable Lending  Installation or
     the LC Issuer to make any payment  calculated by reference to the amount of
     Eurodollar Loans,  Facility LCs or participations  therein held or interest
     or LC Fees  received by it, by an amount  deemed in good faith  material by

                                       27
<PAGE>
     such  Lender or the LC Issuer as the case may be,  and the result of any of
     the foregoing is to increase the cost to such Lender or applicable  Lending
     Installation or the LC Issuer, as the case may be, of making or maintaining
     its  Eurodollar  Loans or  Commitment  or of  issuing or  participating  in
     Facility LCs or to reduce the return  received by such Lender or applicable
     Lending  Installation  or the LC Issuer,  as the case may be, in connection
     with such  Eurodollar  Loans,  Commitment,  Facility LCs or  participations
     therein,  then a certificate  of a Lender or an LC Issuer,  as the case may
     be,  setting  forth  such  amount  or  amounts  as  shall be  necessary  to
     compensate  such Lender or LC Issuer,  as the case may be, as  specified in
     this  Article  3.1, and setting  forth in  reasonable  detail the manner in
     which such amount or amounts  have been  calculated,  shall be delivered to
     the Borrower.  The Borrower shall pay such Lender or LC Issuer, as the case
     may be, the amount  shown as due on any such  certificate  delivered  to it
     within 15 days of Borrower's receipt of such certificate.

         (b) Each  Lender or the  Administrative  Agent on behalf of the Lenders
shall give  notification to the Borrower of any event or prospective event which
will  give  rise  to the  operation  of  paragraph  (a) of  this  Section,  such
notification  to be sent  within  ninety  (90)  days of the  date of the  public
promulgation  of the effective date of any such law, rule,  regulation,  policy,
guideline or directive, or change therein.

3.2 CHANGES IN CAPITAL ADEQUACY REGULATIONS.

         (a) If a Lender  or the LC Issuer  determines  the  amount  of  capital
required  or  expected to be  maintained  by such  Lender or the LC Issuer,  any
Lending  Installation  of  such  Lender  or the LC  Issuer,  or any  corporation
controlling  such Lender or the LC Issuer is  increased as a result of a Change,
then,  the Borrower shall pay such Lender or the LC Issuer,  in accordance  with
Section 3.2(b), the amount necessary to compensate for any shortfall in the rate
of return on the portion of such  increased  capital which such Lender or the LC
Issuer  determines  in  good  faith  is  attributable  to  this  Agreement,  its
Outstanding  Credit  Exposure  or its  Commitment  to make  Loans  and  issue or
participate  in Facility LCs, as the case may be,  hereunder  (after taking into
account  such  Lender's  or the LC Issuer's  policies  as to capital  adequacy).
"Change" means (i) any change after the date of this Agreement in the Risk-Based
Capital  Guidelines,  or (ii)  any  adoption  of 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 the LC Issuer or any Lending  Installation  or
any  corporation  controlling any Lender or the LC Issuer.  "Risk-Based  Capital
Guidelines" means (i) the risk-based  capital guidelines in effect in the United
States on the date of this Agreement,  including  transition rules, and (ii) the
corresponding capital regulations  promulgated by regulatory authorities outside
the United States  implementing  the July 1988 report of the Basle  Committee on
Banking Regulation and Supervisory Practices Entitled "International Convergence
of Capital Measurements and Capital Standards,"  including transition rules, and
any amendments to such regulations adopted prior to the date of this Agreement.

                                       28
<PAGE>
         (b) A  certificate  of a Lender  or an LC  Issuer,  as the case may be,
setting  forth such amount or amounts as shall be necessary to  compensate  such
Lender or LC Issuer,  as the case may be, as  specified in Article  3.2(a),  and
setting  forth in  reasonable  detail the manner in which such amount or amounts
have been calculated, shall be delivered to the Borrower. The Borrower shall pay
such  Lender or LC Issuer,  as the case may be,  the amount  shown as due on any
such  certificate  delivered to it within 15 days of Borrower's  receipt of such
certificate.

         (c) Each  Lender or the  Administrative  Agent on behalf of the Lenders
shall give  notification to the Borrower of any event or prospective event which
will  give  rise  to the  operation  of  paragraph  (a) of  this  Section,  such
notification  to be sent  within  ninety  (90)  days of the  date of the  public
promulgation of the effective date of any such Change.

3.3 AVAILABILITY OF TYPES OF ADVANCES.

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

3.4 FUNDING INDEMNIFICATION.

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

3.5 TAXES.

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

                                       29
<PAGE>
Administrative  Agent the  original  copy of a receipt  evidencing  any  payment
thereof within thirty (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 Facility LC  Application  or from the  execution  or delivery of, or
otherwise with respect to, this Agreement or any Note or Facility LC Application
("Other Taxes").

         (iii)  Subject to Sections  3.5(iv),  3.5(v) and 3.5(vi),  the Borrower
hereby  agrees to indemnify  the  Administrative  Agent,  the LC Issuer and each
Lender  for the  full  amount  of  Taxes  or  Other  Taxes  (including,  without
limitation,  any Taxes or Other  Taxes  imposed  on amounts  payable  under this
Section 3.5) paid by the Administrative  Agent, the LC Issuer or such Lender and
any liability (including any penalties,  interest and expenses due to Borrower's
failure to make such indemnification  payments as hereinafter  required) arising
therefrom or with respect thereto. Payments due under this indemnification shall
be made  within  thirty  (30) days after the  receipt by the  Borrower  from the
Administrative Agent, the LC Issuer or such Lender of a demand therefor pursuant
to Section 3.6.  Included with such demand shall be a certificate  setting forth
the amount  demanded  and in  reasonable  detail the  calculation  by which such
amount has been determined.

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

         (v) For any period during which a Non-U.S. Lender has failed to provide
the 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,

                                       30
<PAGE>
occurring  subsequent to the date on which a form  originally was required to be
provided),  such Non-U.S.  Lender shall not be entitled to indemnification under
this Section 3.5 with respect to Taxes  imposed by the United  States;  PROVIDED
that,  should a Non-U.S.  Lender which is otherwise  exempt from or subject to a
reduced rate of  withholding  tax become subject to Taxes because of its failure
to deliver a form required  under clause (iv),  above,  the 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  Administrative  Agent),  at the time or times
prescribed by applicable law, such properly completed and executed documentation
prescribed  by  applicable  law as will permit such  payments to be made without
withholding or at a reduced rate.

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

         (viii) Each Lender or the Administrative Agent on behalf of the Lenders
shall give  notification to the Borrower of any event or prospective event which
will  give  rise to the  operation  of  paragraph  (iii) of this  Section,  such
notification  to be sent  within  ninety  (90)  days of the  date of the  public
promulgation of the effective date of any such Taxes or Stamp Taxes.

3.6 LENDER STATEMENTS; SURVIVAL OF INDEMNITY.

         To the extent  reasonably  possible,  each Lender  shall  designate  an
alternate  Lending  Installation  with respect to its Eurodollar Loans to reduce
any liability of the Borrower to such Lender under  Sections 3.1, 3.2 and 3.5 or
to avoid the unavailability of Eurodollar Advances under Section 3.3, so long as
such   designation  is  not,  in  the   reasonable   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 Administrative  Agent) as to the
amount due, if any,  under Section 3.1, 3.2, 3.4 or 3.5. 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.  Determination  of amounts  payable

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<PAGE>
under such Sections in connection  with a Eurodollar Loan shall be calculated as
though each Lender funded its Eurodollar  Loan through the purchase of a deposit
of the type and  maturity  corresponding  to the deposit  used as a reference in
determining the Eurodollar Rate applicable to such Loan, whether in fact that is
the case or not. Unless otherwise  provided herein,  the amount specified in the
written  statement  of any Lender  shall be payable  within  thirty (30) days of
written  demand after  receipt by the Borrower of such  written  statement.  The
obligations  of the Borrower  under Sections 3.1, 3.2, 3.4, 3.5 and this Section
3.6 shall survive  payment of the Obligations and termination of this Agreement,
provided  that  Borrower  shall have no further  obligation to the Lenders under
said Sections  unless a certificate  setting forth the amount of such obligation
shall have been  delivered by the Lender  within ninety (90) calendar days after
the Termination.

                                    ARTICLE 4

                              CONDITIONS PRECEDENT

4.1 INITIAL CREDIT EXTENSION.

         The Lenders shall not be required to make the initial Credit  Extension
hereunder  unless the Borrower has  furnished to the  Administrative  Agent with
sufficient copies for the Lenders and/or the following conditions are satisfied:

          (i)  Copies  of the  certificate  of  incorporation  of the  Borrower,
     together with all  amendments,  and a certificate  of good  standing,  each
     certified by the appropriate  governmental  officer in its  jurisdiction of
     incorporation.

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

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

          (iv) A  certificate,  signed by the  chief  financial  officer  of the
     Borrower,  stating that on the initial Credit  Extension Date no Default or
     Unmatured Default has occurred and is continuing.

          (v) A written  opinion of the  Borrower's  counsel,  addressed  to the
     Lenders in substantially the form of Exhibit "A".

                                       32
<PAGE>
          (vi) Any Notes  requested by a Lender pursuant to Section 2.14 payable
     to the order of each such requesting Lender.

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

          (viii) A certificate, signed by an authorized officer of each Material
     Subsidiary of Borrower,  stating that among other things,  (i) the Material
     Subsidiary is validly  existing and in good standing  under its  applicable
     laws, (ii) it is not in liquidation or subject to an administration  order,
     (iii) no receiver or manager has been appointed for its property,  and (iv)
     it has  the  power  and  material  governmental  licenses,  authorizations,
     consents and approvals to carry on its business as now conducted.

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

          (x)  Payments  of the fees  owed to the  Administrative  Agent and the
     Arranger by the Borrower  pursuant to that letter  dated  February 17, 2000
     among them.

          (xi) Evidence that the Credit  Agreement  dated as of October 28, 1997
     among  Borrower,  the  Banks  named  therein,  Bank  One,  Arizona,  NA  as
     Administrative   Agent  and  The  First   National   Bank  of   Chicago  as
     Documentation  Administrative  Agent  shall  have been  terminated  and all
     loans, fees and costs related thereto paid in full.

          (xii)  Such other  documents  as any  Lender or its  counsel  may have
     reasonably requested.

4.2 EACH CREDIT EXTENSION.

         The Lenders  shall not (except as otherwise  set forth in Section 2.5.4
with respect to Revolving Loans for the purpose of repaying Swing Line Loans) be
required to make any Credit Extension unless on the applicable  Credit Extension
Date:

          (i) There exists no Default or Unmatured Default.

          (ii) The  representations  and  warranties  contained in Article 5 are
     true and correct as of such Credit  Extension Date except to the extent any
     such  representation  or warranty is stated to relate  solely to an earlier
     date, in which case such  representation  or warranty  shall have been true
     and correct on and as of such earlier date.

                                       33
<PAGE>
          (iii)  All  legal  matters  incident  to the  making  of  such  Credit
     Extension shall be satisfactory to the Lenders and their counsel.

         Each Borrowing Notice,  request for issuance of a Facility LC, or Swing
Line  Borrowing  Notice,  as the case may be,  with  respect to each such Credit
Extension shall  constitute a  representation  and warranty by the Borrower that
the conditions  contained in Sections 4.2(i) and (ii) have been  satisfied.  Any
Lender may require a duly completed compliance  certificate in substantially the
form of Exhibit "B" as a condition to making a Credit Extension.

                                    ARTICLE 5

                         REPRESENTATIONS AND WARRANTIES

         The Borrower represents and warrants to the Lenders that:

5.1 EXISTENCE AND STANDING.

         Each of the Borrower and its Material  Subsidiaries  is a  corporation,
partnership  (in the case of Material  Subsidiaries  only) or limited  liability
company duly and properly incorporated or organized, as the case may be, validly
existing  and (to the  extent  such  concept  applies  to such  entity)  in good
standing under the laws of its jurisdiction of incorporation or organization and
has all  requisite  authority  to conduct its business in each  jurisdiction  in
which its business is conducted if failure could  reasonably be expected to have
a Material Adverse Effect.

5.2 AUTHORIZATION AND VALIDITY.

         The Borrower has the power and authority and legal right to execute and
deliver  the Loan  Documents  and to perform  its  obligations  thereunder.  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 to which the Borrower is a party 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.

5.3 NO CONFLICT; GOVERNMENT CONSENT.

         Neither  the  execution  and  delivery  by the  Borrower  of  the  Loan
Documents,  nor the consummation of the transactions therein  contemplated,  nor
compliance  with  the  provisions  thereof  will  violate  (i)  any  law,  rule,
regulation,  order, writ, judgment,  injunction,  decree or award binding on the
Borrower  or any of its  Material  Subsidiaries  or (ii) the  Borrower's  or any
Material  Subsidiary's  articles or  certificate of  incorporation,  partnership
agreement, certificate of partnership,  articles or certificate of organization,
by-laws,  or operating  or other  management  agreement,  as the case may be, or
(iii) the  provisions  of any  indenture,  instrument  or agreement to which the
Borrower or any of its  Material  Subsidiaries  is a party or is subject,  or by
which it, or its  Property,  is bound,  or conflict with or constitute a default

                                       34
<PAGE>
thereunder,  or result in, or require,  the creation or  imposition  of any Lien
(other than as permitted  under  Section  6.14) in, of or on the Property of the
Borrower or a Material  Subsidiary  pursuant to the terms of any such indenture,
instrument or agreement,  the violation of which could reasonably be expected to
have a Material  Adverse  Effect.  Except for filing which may be required under
the Securities Exchange Act of 1934, no order, consent, adjudication,  approval,
license,  authorization,  or validation of, or filing, recording or registration
with, or exemption by, or other action in respect of any  governmental or public
body or authority,  or any subdivision  thereof,  which has not been obtained by
the Borrower or any of its Material Subsidiaries,  is required to be obtained by
the  Borrower  or  any of its  Material  Subsidiaries  in  connection  with  the
execution  and  delivery  of the  Loan  Documents,  the  borrowings  under  this
Agreement, the payment and performance by the Borrower of the Obligations or the
legality,  validity,  binding  effect  or  enforceability  of any  of  the  Loan
Documents,  whose  failure to obtain  could  reasonably  be  expected  to have a
Material Adverse Effect.

5.4 FINANCIAL STATEMENTS.

         The March 31, 1999  consolidated  financial  statements of the Borrower
heretofore  delivered to the Lenders were prepared in accordance  with generally
accepted  accounting  principles  in  effect on the date  such  statements  were
prepared and fairly present the consolidated  financial condition and operations
of the Borrower at such date and the consolidated  results of its operations for
the period then ended.

5.5 MATERIAL ADVERSE CHANGE.

         Since  March  31,  1999  there  has  been no  change  in the  business,
Property, prospects, condition (financial or otherwise) or results of operations
of the Borrower  which could  reasonably be expected to have a Material  Adverse
Effect.

5.6 TAXES.

         The  Borrower has filed all United  States  federal tax returns and all
other tax  returns  which are  required  to be filed and have paid all taxes due
pursuant to said returns or pursuant to any assessment  received by the Borrower
if failure  could  reasonably  be  expected to have a Material  Adverse  Effect,
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.  No tax liens have been filed and no
claims are being asserted with respect to any such taxes. The charges,  accruals
and  reserves  on the books of the  Borrower  in  respect  of any taxes or other
governmental charges are adequate.

5.7 LITIGATION AND CONTINGENT OBLIGATIONS.

         Except as set forth in the  Borrower's  filing with the  Securities and
Exchange  Commission  on Form 10-K for the year ended  March 31, 1999 (the "1999
SEC Filing"), there is no litigation,  arbitration,  governmental investigation,
proceeding or inquiry  pending or  threatened  against or affecting the Borrower
which could  reasonably be expected to have a Material  Adverse  Effect or which

                                       35
<PAGE>
seeks to  prevent,  enjoin or delay the making of any Credit  Extensions.  Other
than any liability  incident to any litigation,  arbitration or proceeding which
(i) could not reasonably be expected to have a Material Adverse Effect,  or (ii)
is set forth in the 1999 SEC Filing,  the  Borrower  has no material  contingent
obligations not provided for or disclosed in the financial  statements  referred
to in Section 5.4.

5.8 SUBSIDIARIES.

         Schedule  "1"  contains an  accurate  list of all  Subsidiaries  of the
Borrower  as of the  date of this  Agreement,  setting  forth  their  respective
jurisdictions  of organization  and the percentage of their  respective  capital
stock or other ownership  interests owned by the Borrower or other  Subsidiaries
and indicating which Subsidiaries are Material  Subsidiaries.  All of the issued
and  outstanding  shares of capital stock or other  ownership  interests of such
Subsidiaries have been (to the extent such concepts are relevant with respect to
such  ownership  interests)  duly  authorized  and issued and are fully paid and
non-assessable.

5.9 ERISA.

         The Borrower has no outstanding Plans.

5.10 ACCURACY OF INFORMATION.

         No  information,  exhibit or report  furnished  by the  Borrower to the
Administrative  Agent or to any Lender in connection with the negotiation of, or
compliance with, the Loan Documents contained any material  misstatement of fact
or omitted to state a material fact or any fact necessary to make the statements
contained therein not misleading.

5.11 REGULATION U.

         Margin stock (as defined in Regulation U) constitutes  less than 25% of
the value of those assets of the Borrower and its Subsidiaries which are subject
to any limitation on sale, pledge, or other restriction hereunder.

5.12 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 as to the  Borrower.  The Borrower is not in
default in the performance, observance or fulfillment of any of the obligations,
covenants or  conditions  contained in (i) any agreement to which it is a party,
which default could  reasonably be expected to have a Material Adverse Effect as
to the Borrower or (ii) any  agreement  or  instrument  evidencing  or governing
Indebtedness.

                                       36
<PAGE>
5.13 COMPLIANCE WITH LAWS.

         The Borrower and its  Subsidiaries  have complied  with all  applicable
statutes, rules, regulations, orders and restrictions of any domestic or foreign
government or any instrumentality or agency thereof having jurisdiction over the
conduct of their  respective  businesses  or the  ownership of their  respective
Property  except for any failure to comply with any of the foregoing which could
not reasonably be expected to have a Material Adverse Effect as to the Borrower.

5.14 OWNERSHIP OF PROPERTIES.

         Except as set forth on Schedule "2", on the date of this Agreement, the
Borrower and its Material  Subsidiaries  will have good title, free of all Liens
other than those  permitted by Section  6.15,  to all of the Property and assets
reflected  in the  Borrower's  most  recent  consolidated  financial  statements
provided to the  Administrative  Agent as owned by the Borrower and its Material
Subsidiaries if failure could  reasonably be expected to have a Material Adverse
Effect.

5.15 PLAN ASSETS; PROHIBITED TRANSACTIONS.

         The Borrower is not an entity deemed to hold "plan  assets"  within the
meaning of 29 C.F.R.  ss.  2510.3-101 of an employee benefit plan (as defined in
Section  3(3) of ERISA) which is subject to Title I of ERISA or any plan (within
the meaning of Section 4975 of the Code).

5.16 ENVIRONMENTAL MATTERS.

         In the ordinary  course of its  business,  the officers of the Borrower
consider  the effect of  Environmental  Laws on the business of the Borrower and
its  Subsidiaries,  in the course of which they identify and evaluate  potential
risks and liabilities accruing to the Borrower due to Environmental Laws. On the
basis of this  consideration,  the Borrower is not aware of any Material Adverse
Effect  reasonably  expected to be caused by any  existing  Environmental  Laws.
Neither the  Borrower nor any  Subsidiary  has received any notice to the effect
that its operations are not in material  compliance with any of the requirements
of  applicable  Environmental  Laws or are the  subject of any  federal or state
investigation  evaluating  whether any remedial action is needed to respond to a
release of any toxic or hazardous waste or substance into the environment, which
non-compliance  or  remedial  action  could  reasonably  be  expected  to have a
Material Adverse Effect.

                                    ARTICLE 6

                                    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, and furnish to the Lenders:

                                       37
<PAGE>
          (i)  Within  ninety  (90) days  after the close of each of its  fiscal
     years,  an  unqualified  audit report  certified by  independent  certified
     public accountants  acceptable to the Lenders,  prepared in accordance with
     Agreement  Accounting  Principles on a consolidated and consolidating basis
     (consolidating  statements need not be certified by such  accountants)  for
     itself and its Subsidiaries, including balance sheets as of the end of such
     period,  related profit and loss and reconciliation of surplus  statements,
     and a  statement  of  cash  flows,  accompanied  by any  management  letter
     prepared by said accountants.

          (ii)  Within  forty-five  (45) days after the close of the first three
     quarterly  periods  of  each  of its  fiscal  years,  for  itself  and  its
     Subsidiaries, consolidated and consolidating unaudited balance sheets as at
     the close of each such period and consolidated and consolidating profit and
     loss and reconciliation of surplus statements and a statement of cash flows
     for the period  from the  beginning  of such fiscal year to the end of such
     quarter, all certified by an Authorized Officer.

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

          (iv) If Borrower has  implemented a Plan,  within two hundred  seventy
     (270) days after the close of each fiscal year, a statement of the Unfunded
     Liabilities  of each  Single  Employer  Plan,  certified  as  correct by an
     actuary enrolled under ERISA.

          (v) If Borrower has implemented a Plan, as soon as possible and in any
     event  within ten (10) days after the  Borrower  knows that any  Reportable
     Event has occurred  with  respect to any Plan,  a  statement,  signed by an
     Authorized  Officer of the Borrower,  describing said Reportable  Event and
     the action which the Borrower proposes to take with respect thereto.

          (vi) As soon as possible and in any event within  twenty (20) Business
     Days after  receipt by the  Borrower,  a copy of (a) any notice or claim to
     the effect that the Borrower or any of its Subsidiaries is or may be liable
     to any  Person  as a result  of the  release  by the  Borrower,  any of its
     Subsidiaries,  or any  other  Person  of any  toxic or  hazardous  waste or
     substance into the  environment,  and (b) any notice alleging any violation
     of any federal,  state or local Environmental Law by the Borrower or any of
     its  Subsidiaries,  which, in either case,  could reasonably be expected to
     have a Material Adverse Effect as to the Borrower.

                                       38
<PAGE>
          (vii) Upon request by the Administrative  Agent or any Lender,  copies
     of all financial statements,  reports and proxy statements furnished to the
     shareholders of the Borrower.

          (viii) Upon request by the Administrative Agent or any Lender,  copies
     of all  registration  statements  and annual,  quarterly,  monthly or other
     regular  reports which the Borrower  files with the Securities and Exchange
     Commission.

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

6.2 USE OF PROCEEDS.

         The Borrower will use the proceeds of the Credit Extensions for general
corporate purposes. The Borrower will not, nor will it permit any Subsidiary to,
use any of the proceeds of the Advances to purchase or carry any "margin  stock"
(as defined in Regulation U).

6.3 NOTICE OF DEFAULT; NOTICE OF MATERIAL ADVERSE EFFECT.

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

6.4 CONDUCT OF BUSINESS.

         The Borrower  will carry on and conduct its  business in  substantially
the same  manner and in  substantially  the same fields of  enterprise  as it is
presently  conducted and do all things necessary to remain duly  incorporated or
organized,  validly  existing  and (to the extent such  concept  applies to such
entity) in good  standing  as a  domestic  corporation,  partnership  or limited
liability  company in its jurisdiction of incorporation or organization,  as the
case may be, and  maintain  all  requisite  authority to conduct its business in
each  jurisdiction in which its business is conducted,  except where the failure
to do so would not result in a Material Adverse Effect.

6.5 TAXES.

         The  Borrower  will,  and will cause each  Subsidiary  to,  timely file
complete and correct  United States federal and  applicable  foreign,  state and
local tax returns  required by law and pay when due all taxes,  assessments  and
governmental  charges and levies  upon it or its income,  profits or Property if
failure to do so could reasonably be expected to have a Material Adverse Effect,
except those which are being contested in good faith by appropriate  proceedings
and with respect to which  adequate  reserves  have been set aside in accordance
with Agreement Accounting Principles.

                                       39
<PAGE>
6.6 INSURANCE.

         The Borrower will, and will cause each Material Subsidiary to, maintain
with financially sound and reputable  insurance companies insurance on all their
Property in such amounts and  covering  such risks as is  consistent  with sound
business practice, and the Borrower will furnish to 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 with all
applicable (i) laws, rules,  regulations and (ii) final,  nonappealable  orders,
writs,  judgments,  injunctions,  decrees or awards,  to which it may be subject
including, without limitation, all Environmental Laws, if failure to do so could
reasonably be expected to have a Material Adverse Effect as to the Borrower.

6.8 MAINTENANCE OF PROPERTIES.

         The Borrower will, and will cause each Material  Subsidiary to, keep in
good working order and condition,  ordinary wear and tear  excepted,  all of its
assets and properties which are necessary to the conduct of its business.

6.9 INSPECTION.

         Upon reasonable notice, the Borrower will permit representatives of the
Administrative  Agent and each Lender,  at such  representatives'  sole cost and
expense, to have access to Borrower's  financial records and Borrower's premises
at reasonable times during  Borrower's  normal operating hours, and to make such
excerpts from such records as such representatives may deem necessary,  provided
that each person  having  access to  Borrower's  financial  records and premises
shall hold all Information  obtained in accordance with the provisions set forth
in Section 9.11.

6.10 INDEBTEDNESS.

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

          (i) The Loans and the Reimbursement Obligations.

          (ii)  Indebtedness  existing  on the  date  hereof  and  described  in
     Schedule "2".

          (iii)  Indebtedness  incurred  after the date hereof not greater  than
     $50,000,000 in the aggregate.

6.11 MERGER.

         The Borrower will not, nor will it permit any  Subsidiary  to, merge or
consolidate  with or into any other Person,  or permit any other Person to merge
into or consolidate with it, or sell,  transfer,  lease or otherwise  dispose of
(in one transaction or in a series of transactions)  all or substantially all of

                                       40
<PAGE>
its  assets  or the  assets  of any  Material  Division,  whether  now  owned or
hereafter acquired,  or any capital stock of any Subsidiary  (including any sale
or transfer,  by merger or  otherwise,  of one of the  Subsidiaries  or Material
Divisions);  EXCEPT THAT (a) the Borrower and any  Subsidiary may sell inventory
in  the  ordinary  course  of  business  and  (b)  if at the  time  thereof  and
immediately  after giving  effect  thereto no Default shall have occurred and be
continuing  (i) any wholly  owned  Subsidiary  may merge into the  Borrower in a
transaction  in  which  the  Borrower  is the  surviving  corporation,  (ii) any
Wholly-Owned   Subsidiary  may  merge  into  or   consolidate   with  any  other
Wholly-Owned  Subsidiary  in a transaction  in which the  surviving  entity is a
Wholly-Owned  Subsidiary and no Person other than the Borrower or a Wholly-Owned
Subsidiary receives any consideration, (iii) any other corporation may be merged
with a Subsidiary of the Borrower, provided that the surviving corporation shall
be a Subsidiary  of the Borrower and no Default has occurred or would occur as a
result of such  merger or  acquisition  and (iv) any  other  corporation  may be
merged into the Borrower if the Borrower shall be the surviving  corporation and
no  Default  has  occurred  or  would  occur  as a  result  of  such  merger  or
acquisition;  BUT PROVIDED  that in any merger of the Borrower  pursuant to (iv)
above, the surviving entity must be at least as creditworthy as the Borrower was
immediately  prior to such merger or acquisition and must expressly fully assume
in writing all obligations of the Borrower pursuant to this Agreement.

6.12     SALE OF ASSETS.

         The Borrower  will not, nor will it permit any  Subsidiary  to,  lease,
sell or otherwise dispose of its Property to any other Person, except:

          (i) Sales of inventory in the ordinary course of business.

          (ii)  Leases,  sales  or  other  dispositions  of its  Property  that,
     together  with all other  Property  of the  Borrower  and its  Subsidiaries
     previously  leased,  sold or  disposed  of  (other  than  inventory  in the
     ordinary  course of  business)  as  permitted  by this  Section  during the
     twelve-month  period ending with the month in which any such lease, sale or
     other disposition  occurs,  do not constitute a Substantial  Portion of the
     Property of the Borrower and its Subsidiaries.

6.13 INVESTMENTS AND ACQUISITIONS.

         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 commitments therefor,
or to create any Subsidiary or to become or remain a partner in any  partnership
or joint venture, or to make any Acquisition of any Person, except:

          (i) Cash Equivalent Investments.

          (ii) Existing  Investments in  Subsidiaries  and other  Investments in
     existence on the date hereof and described in Schedule "1".

                                       41
<PAGE>
          (iii) Permitted  Acquisitions  not to exceed  $100,000,000.00,  taking
     into  account the total  consideration  received  for any such  acquisition
     (e.g., stock, assumption of debt, etc.), in the aggregate per fiscal year.

6.14 LIENS.

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

          (i) Liens for taxes,  assessments or governmental charges or levies on
     its Property if the same shall not at the time be  delinquent or thereafter
     can be paid without  penalty,  or are being  contested in good faith and by
     appropriate proceedings.

          (ii)  Liens  imposed by law,  such as  carriers',  warehousemen's  and
     mechanics'  liens and other similar liens arising in the ordinary course of
     business which secure payment of obligations  not more than sixty (60) days
     past due.

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

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

          (v) Liens existing on the date hereof and described in Schedule "2".

          (vi)   Additional   Liens   securing    Indebtedness   not   exceeding
     $50,000,000.00 in the aggregate.

6.15 AFFILIATES.

         The Borrower will not, and will not permit any Material  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 Material Subsidiary's business
and upon fair and  reasonable  terms no less  favorable  to the Borrower or such
Material  Subsidiary than the Borrower or such Material  Subsidiary would obtain
in a comparable arms-length transaction.

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6.16 SUBORDINATED INDEBTEDNESS.

         The Borrower will not, and will not permit any  Subsidiary to, make any
material  amendment or  modification  to the indenture,  note or other agreement
evidencing or governing any Subordinated Indebtedness, or directly or indirectly
voluntarily prepay, defease or in substance defease, purchase, redeem, retire or
otherwise acquire, any Subordinated Indebtedness.

6.17 CONTINGENT OBLIGATIONS.

         The Borrower  will not, nor will it permit any  Subsidiary  to, make or
suffer to exist any Contingent Obligation  (including,  without limitation,  any
Contingent  Obligation  with respect to the  obligations of a Subsidiary and any
Synthetic  Lease  Obligations),  except (i) by endorsement  of  instruments  for
deposit or collection in the ordinary course of business, (ii) the Reimbursement
Obligations,  and (iii) Contingent  Obligations and Synthetic Lease  Obligations
not exceeding $20,000,000.00 in the aggregate.

6.18 FINANCIAL COVENANTS.

         6.18.1 INTEREST COVERAGE RATIO. The Borrower will not permit the ratio,
determined  as of  the  end  of  each  of  its  fiscal  quarters  for  the  then
most-recently  ended four  fiscal  quarters,  of (i)  Consolidated  EBIT to (ii)
Consolidated Interest Expense to be less than 5.00 to 1.0.

         6.18.2  MINIMUM  TANGIBLE  NET WORTH.  The  Borrower  will at all times
maintain  Consolidated  Tangible  Net  Worth  of not  less  than  the sum of (i)
$412,000,000.00,  PLUS (ii) 50% of its  Consolidated  Net Income  earned in each
fiscal  quarter  beginning  with the  quarter  ending  March 31,  2000  (without
deduction for losses),  PLUS (iii) 100% of any future equity  issuance after the
date hereof.

         6.18.3  LEVERAGE  RATIO.  The  Borrower  will  not  permit  the  ratio,
determined  as of the end of each of its fiscal  quarters,  of (i)  Consolidated
Funded Indebtedness to (ii) Consolidated EBITDA for the then most-recently ended
four fiscal quarters to be greater than 1.50 to 1.0.

         6.18.4 EBITDA. The Borrower will not permit its Consolidated  EBITDA as
of the end of any fiscal  quarter for the then most  recently  ended four fiscal
quarters to be less than $100,000,000.00.

6.19 NO NEGATIVE PLEDGE.

         The Borrower will not, nor will it permit any Material  Subsidiary  to,
enter  into any  material  agreement  that would  prevent  the  Borrower  or any
Material  Subsidiary  from  granting  a Lien in,  of or on the  Property  of the
Borrower or any of its Material Subsidiaries for the benefit of the Lenders.

                                       43
<PAGE>
                                    ARTICLE 7

                                    DEFAULTS

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

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

         7.2  Nonpayment  of principal of any Loan when due,  nonpayment  of any
Reimbursement Obligation within one (1) Business Day after the same becomes due,
or  nonpayment  of interest  upon any Loan or of any  commitment  fee, LC Fee or
other obligations under any of the Loan Documents within five (5) days after the
same becomes due.

         7.3 The breach by the Borrower of the terms or  provisions  of Sections
6.10,  6.11,  6.12, 6.16, 6.17 or 6.19. The breach by the Borrower of any of the
other terms or provisions of Article 6 which is not remedied  within thirty (30)
calendar  days after the earlier of (i) the day on which an  Authorized  Officer
knows or should have known of such default in the  exercise of prudent  business
practices  customary to the industry and (ii) receipt by the Borrower of written
or telecopy notice from the Administrative Agent of such default.

         7.4 The breach by the Borrower (other than a breach which constitutes a
Default  under  another  Section  of  this  Article  7) of any of the  terms  or
provisions of this Agreement which is not remedied within thirty (30) days after
written notice from the Administrative Agent or any Lender.

         7.5 Failure of the Borrower or any of its  Subsidiaries to pay when due
any   Indebtedness   aggregating   in   excess  of   $10,000,000.00   ("Material
Indebtedness"); or the default by the Borrower or any of its Subsidiaries in the
performance of any term, provision or condition contained in any agreement under
which any such Material  Indebtedness  was created or is governed,  or any other
event shall occur or condition exist, the effect of which default or event is to
cause,  or to permit  the holder or holders  of such  Material  Indebtedness  to
cause, such Material Indebtedness to become due prior to its stated maturity; or
any Material  Indebtedness of the Borrower or any of its  Subsidiaries  shall be
declared to be due and payable or required to be prepaid or  repurchased  (other
than by a regularly  scheduled payment) prior to the stated maturity thereof; or
the Borrower or any of its  Subsidiaries  shall not pay, or admit in writing its
inability to pay, its debts generally as they become due.

         7.6 The Borrower or any of its Material  Subsidiaries shall (i) have an
order for relief entered with respect to it under the Federal bankruptcy laws as
now or  hereafter  in  effect,  (ii)  make  an  assignment  for the  benefit  of
creditors,  (iii) apply for, seek,  consent to, or acquiesce in, the appointment
of a receiver,  custodian, trustee, examiner, liquidator or similar official for
it or any  Substantial  Portion of its Property,  (iv)  institute any proceeding
seeking  an  order  for  relief  under  the  Federal  bankruptcy  laws as now or
hereafter  in effect or seeking to  adjudicate  it a bankrupt or  insolvent,  or
seeking  dissolution,  winding  up,  liquidation,  reorganization,  arrangement,
adjustment  or  composition  of it or  its  debts  under  any  law  relating  to
bankruptcy, insolvency or reorganization or relief of debtors or fail to file an
answer or other pleading denying the material allegations of any such proceeding
filed against it, (v) take any corporate or  partnership  action to authorize or
effect any of the  foregoing  actions set forth in this Section 7.6 or (vi) fail
to contest in good faith any appointment or proceeding described in Section 7.7.

                                       44
<PAGE>
         7.7 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(iv) 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 thirty (30) consecutive days.

         7.8 Any court,  government or governmental agency shall condemn,  seize
or otherwise  appropriate,  or take custody or control of, all or any portion of
the Property of the 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  action  occurs,  constitutes  a
Substantial Portion.

         7.9 The entry of any  non-appealable  judgments  in excess of seven and
one-half  percent  (7.5%) of Borrower's  Consolidated  Tangible Net Worth in the
aggregate  against  the  Borrower  and  any  Material  Subsidiary  that  are not
adequately covered by insurance.

         7.10  If  Borrower  has   implemented   any  such  Plan,  the  Unfunded
Liabilities  of  all  Single  Employer  Plans  shall  exceed  in  the  aggregate
$10,000,000.00 or any Reportable Event shall occur in connection with any Plan.

         7.11 If Borrower  has  implemented  any such Plan,  the Borrower or any
other member of the Controlled  Group shall have been notified by the sponsor of
a  Multiemployer  Plan  that  it  has  incurred  withdrawal  liability  to  such
Multiemployer  Plan in an amount which,  when  aggregated with all other amounts
required to be paid to  Multiemployer  Plans by the Borrower or any other member
of the Controlled  Group as withdrawal  liability  (determined as of the date of
such  notification),  exceeds  $10,000,000.00  or  requires  payments  exceeding
$10,000,000.00 per annum.

         7.12 If Borrower  has  implemented  any such Plan,  the Borrower or any
other member of the Controlled  Group shall have been notified by the sponsor of
a Multiemployer  Plan that such  Multiemployer  Plan is in  reorganization or is
being  terminated,  within the  meaning of Title IV of ERISA,  if as a result of
such  reorganization  or termination the aggregate  annual  contributions of the
Borrower and the other members of the Controlled Group (taken as a whole) to all
Multiemployer  Plans which are then in  reorganization  or being terminated have
been or will be increased  over the amounts  contributed  to such  Multiemployer
Plans for the respective plan years of each such  Multiemployer Plan immediately
preceding the plan year in which the  reorganization or termination occurs by an
amount exceeding $10,000,000.00.

                                       45
<PAGE>
         7.13 The Borrower or any of its  Subsidiaries  shall (i) be the subject
of any  proceeding or  investigation  pertaining to the release by the Borrower,
any of its  Subsidiaries  or any other Person of any toxic or hazardous waste or
substance into the environment, or (ii) violate any Environmental Law, which, in
the case of an event described in clause (i) or clause (ii), could reasonably be
expected to have a Material Adverse Effect as to the Borrower.

         7.14 Any Change in Control shall occur.

                                    ARTICLE 8

                 ACCELERATION, WAIVERS, AMENDMENTS AND REMEDIES

8.1 ACCELERATION; FACILITY LC COLLATERAL ACCOUNT.

         (i) If any Default  described in Section 7.6 or 7.7 occurs with respect
to the Borrower,  the obligations of the Lenders to make Loans hereunder and the
obligation and power of the LC Issuer to issue Facility LCs shall  automatically
terminate and the Obligations shall  immediately  become due and payable without
any election or action on the part of the Administrative Agent, the LC Issuer or
any  Lender  and  the  Borrower  will  be  and  become  thereby  unconditionally
obligated,   without  any  further  notice,   act  or  demand,  to  pay  to  the
Administrative Agent an amount in immediately available funds, which funds shall
be held in the Facility LC Collateral  Account,  equal to the  difference of (x)
the amount of LC Obligations at such time, less (y) the amount on deposit in the
Facility  LC  Collateral  Account  at such  time  which is free and clear of all
rights  and  claims  of third  parties  and has not  been  applied  against  the
Obligations (such difference,  the "Collateral  Shortfall Amount"). If any other
Default  occurs,  the  Required  Lenders (or the  Administrative  Agent with the
consent of the Required Lenders) may (a) terminate or suspend the obligations of
the  Lenders  to make Loans  hereunder  and the  obligation  and power of the LC
Issuer to issue Facility LCs, or declare the  Obligations to be due and payable,
or both,  whereupon the  Obligations  shall become  immediately due and payable,
without  presentment,  demand,  protest or notice of any kind,  all of which the
Borrower  hereby  expressly  waives,  and (b) upon notice to the Borrower and in
addition to the continuing  right to demand payment of all amounts payable under
this  Agreement,  make demand on the  Borrower to pay,  and the  Borrower  will,
forthwith  upon such demand and without  any further  notice or act,  pay to the
Administrative  Agent the  Collateral  Shortfall  Amount,  which  funds shall be
deposited in the Facility LC Collateral Account.

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

         (iii)  The  Administrative  Agent  may at any time or from time to time
after funds are  deposited in the  Facility LC  Collateral  Account,  apply such
funds to the payment of the Obligations and any other amounts as shall from time

                                       46
<PAGE>
to time have  become due and  payable by the  Borrower  to the Lenders or the LC
Issuer under the Loan Documents.

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

         (v) If, within thirty (30) days after  acceleration  of the maturity of
the  Obligations or termination of the  obligations of the Lenders to make Loans
and the obligation and power of the LC Issuer to issue Facility LCs hereunder as
a result of any Default  (other than any Default as  described in Section 7.6 or
7.7 with  respect to 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  Administrative  Agent
shall,  by notice to the Borrower,  rescind and annul such  acceleration  and/or
termination.

8.2 AMENDMENTS.

         (a) Subject to the  provisions of this Article 8, the Required  Lenders
(or the  Administrative  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:

          (i) Extend the final  maturity of any Loan,  or extend the expiry date
     of any Facility LC to a date after the Facility Termination Date or forgive
     all or any portion of the  principal  amount  thereof or any  Reimbursement
     Obligation related thereto, or reduce the rate of interest,  or fees (other
     than  those  fees  directly  agreed  upon  between  the  Borrower  and  the
     Administrative  Agent),  or amounts  payable by  Borrower  under  Article 3
     hereof,  or extend  the time of  payment  of  interest  or fees  thereon or
     Reimbursement Obligations related thereto.

          (ii) Reduce the  percentage  specified in the  definition  of Required
     Lenders.

          (iii) Extend the Facility  Termination  Date,  or reduce the amount or
     extend the payment date for, the mandatory  payments required under Section
     2.2,  or increase  the amount of the  Commitment  of any Lender  hereunder,
     except as expressly  provided in Section 2.1(b), or the commitment to issue
     Facility  LCs,  or permit the  Borrower  to assign  its  rights  under this
     Agreement.

          (iv) Amend this Section 8.2.

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<PAGE>
          (v) Release any collateral held in the Facility LC Collateral  Account
     (except in accordance with the terms hereof),  or all or substantially  all
     of any other collateral, if any, securing any such Credit Extension.

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

         (b) The Lenders hereby agree to make commercially reasonable efforts to
respond promptly to any such written notice given by the Administrative Agent to
the Lenders.

8.3 PRESERVATION OF RIGHTS.

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

                                    ARTICLE 9

                               GENERAL PROVISIONS

9.1 SURVIVAL OF REPRESENTATIONS.

         All  representations  and warranties of the Borrower  contained in this
Agreement shall survive the making of the Credit Extensions herein contemplated,
and shall continue in full force and effect until Termination has occurred.

9.2 GOVERNMENTAL REGULATION.

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

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<PAGE>
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  Administrative  Agent,  the LC Issuer and the  Lenders  and
supersede  all prior  agreements  and  understandings  among the  Borrower,  the
Administrative  Agent,  the LC Issuer and the  Lenders  relating  to the subject
matter thereof other than the fee letter described in Section 10.13.

9.5 SEVERAL OBLIGATIONS; BENEFITS OF THIS AGREEMENT.

         The respective obligations of the Lenders hereunder are several and not
joint and no Lender  shall be the  partner or agent of any other  (except to the
extent to which the  Administrative  Agent is  authorized  to act as such).  The
failure of any  Lender to perform  any of its  obligations  hereunder  shall not
relieve any other Lender from any of its obligations  hereunder.  This Agreement
shall not be  construed  so as to confer  any right or  benefit  upon any Person
other than the parties to this  Agreement and their  respective  successors  and
assigns;  PROVIDED,  HOWEVER,  that the parties hereto  expressly agree that the
Arranger  shall enjoy the benefits of the  provisions  of Sections 9.6, 9.10 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.

         (i) Subject to the  limitations  set forth herein,  the Borrower  shall
reimburse the  Administrative  Agent and the Arranger for any reasonable  costs,
internal charges and out-of-pocket  expenses  (including  reasonable  attorneys'
fees and time charges of attorneys for the  Administrative  Agent, but excluding
any fees or charges of attorneys  that may be  employees  of the  Administrative
Agent) paid or reasonably  incurred by the Administrative  Agent or the Arranger
in  connection  with  the   preparation,   negotiation,   execution,   delivery,
syndication,  review,  amendment,  modification,  and administration of the Loan
Documents.  The Borrower also agrees to reimburse the Administrative  Agent, the
Arranger,  the LC Issuer and the  Lenders  for any  reasonable  costs,  internal
charges and out-of-pocket  expenses (including  attorneys' fees and time charges
of attorneys for the Administrative  Agent, the Arranger,  the LC Issuer and the
Lenders, but excluding any fees or charges of attorneys that may be employees of
the  Administrative  Agent, the Arranger,  the LC Issuer or the Lenders) paid or
reasonably incurred by the Administrative Agent, the Arranger,  the LC Issuer or
any  Lender  in  connection  with the  collection  and  enforcement  of the Loan
Documents; provided, however, Borrower shall have no liability for such costs or
expenses  if  Borrower  is the  prevailing  party in any action to collect or to
enforce the Loan Documents. Expenses being reimbursed by the Borrower under this
Section include,  without  limitation,  reasonable costs and expenses reasonably
incurred in connection with the Reports described in the following sentence. The
Borrower  acknowledges  that  from  time to time  Bank One may  prepare  and may

                                       49
<PAGE>
distribute to the Lenders (but shall have no obligation or duty to prepare or to
distribute to the Lenders)  certain audit reports (the "Reports")  pertaining to
the Borrower's assets for internal use by Bank One from information furnished to
it by or on behalf of the  Borrower,  after Bank One has exercised its rights of
inspection  pursuant  to this  Agreement.  Borrower  shall not be  obligated  to
reimburse  the costs and  expenses  of more than one (1) such  Report per fiscal
year of the Borrower.

         (ii) Subject to the limitations  set forth herein,  the Borrower hereby
further  agrees to indemnify the  Administrative  Agent,  the  Arranger,  the LC
Issuer  and  each  Lender,  their  respective  affiliates,  and  each  of  their
directors,   officers  and  employees  against  all  losses,  claims,   damages,
penalties,  judgments,  liabilities and reasonable expenses (including,  without
limitation,  all  reasonable  expenses of  litigation  or  preparation  therefor
whether or not the Administrative Agent, the Arranger, the LC Issuer, any Lender
or any  affiliate is a party  thereto)  which any of them may pay or  reasonably
incur  arising out of or directly  relating  to this  Agreement,  the other Loan
Documents,  the  transactions  contemplated  hereby or the  direct  or  indirect
application  or proposed  application  of the  proceeds of any Credit  Extension
hereunder   except  to  the  extent  that  they  are   determined   in  a  final
non-appealable  judgment by a court of competent  jurisdiction  to have resulted
from  the  gross   negligence  or  willful   misconduct  of  the  party  seeking
indemnification.  To receive  indemnification  under this Section  9.6(ii),  the
Administrative Agent, the Arranger, the Lender or the LC Issuer, as the case may
be,  shall (a) notify  Borrower  of the claim  promptly  in writing  and furnish
Borrower  with a copy of each  material  communication,  notice or other  action
relating to the claim; (b) provide Borrower with all authority,  information and
assistance (for which Borrower will bear the reasonable  expense) Borrower deems
reasonably necessary to defend or settle the claim, suit or proceeding,  (c) not
make any admission, compromise, accept or settle any claim, suit or proceedings,
and (d) give Borrower  exclusive control of the defense,  including the right to
select counsel and to enter into a settlement.

         (iii)  Notwithstanding  any other  provision  herein  to the  contrary,
including  but not limited to this Section 9.6, in no event shall  Borrower have
any liability under the Loan Documents or the transactions contemplated thereby,
with respect to, and the  Administrative  Agent,  the Arranger,  each Lender and
each  LC  Issuer  hereby  waives,  releases  and  agrees  not  to sue  for,  any
incidental, indirect, exemplary, consequential,  special or punitive damages, or
for any loss of revenue, profits, capital or business or wasted management time,
even if Borrower is made aware of the  possibility  of such  damages or they are
foreseeable, suffered by the Administrative Agent, the Arranger, each Lender and
each LC Issuer in connection with,  arising out of, or in any way related to the
Loan Documents or the transactions  contemplated  thereby,  except to the extent
the  Administrative  Agent,  the  Arranger,  each  Lender  and each LC Issuer is
subject to a final, nonappealable judgment for claims for incidental,  indirect,
consequential,  special or punitive  damages by other Persons to the extent they
are attributable to actions of the Borrower.

         (iv) The  obligations  of the  Borrower  under this  Section  9.6 shall
survive the  termination  of this Agreement and shall continue in full force and
effect until Termination has occurred.

                                       50
<PAGE>
9.7 NUMBERS OF DOCUMENTS.

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

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,
the LC Issuer  and the  Administrative  Agent on the other  hand shall be solely
that of borrower and lender. Neither the Administrative Agent, the Arranger, the
LC Issuer  nor any  Lender  shall  have any  fiduciary  responsibilities  to the
Borrower.  Neither the Administrative Agent, the Arranger, the LC Issuer 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  Administrative  Agent, the
Arranger,  the LC Issuer 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
Administrative Agent, the Arranger,  the LC Issuer nor any Lender shall have any
liability with respect to, and the Borrower  hereby waives,  releases and agrees
not to sue for, any incidental, indirect, exemplary,  consequential,  special or
punitive damages,  or for any loss of revenue,  profits,  capital or business or
wasted  management time, even if such Person is made aware of the possibility of
such damages or they are  foreseeable,  suffered by the  Borrower in  connection
with,  arising  out of,  or in any way  related  to the  Loan  Documents  or the
transactions  contemplated  thereby,  except to the  extent  the  Borrower,  its
Subsidiaries  or  Affiliates is subject to a final,  nonappealable  judgment for
claims for incidental, indirect,  consequential,  special or punitive damages by
other  Persons  to  the  extent  they  are   attributable   to  actions  of  the
Administrative Agent, the Arranger, a Lender or an LC Issuer.

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9.11 CONFIDENTIALITY.

         Each  Lender  agrees  to  hold  any   confidential   information   (the
"Information") which it may receive from the Borrower pursuant to this Agreement
in  confidence,  except for  disclosure  (i) to such of its and its  Affiliates'
officers,  directors,  employees,  agents and representatives (including outside
counsel)  as need to know  such  Information;  (ii) to the  extent  required  by
applicable laws and regulations or by any subpoena or similar legal process,  or
requested by any bank  regulatory  authority  (provided  that such Lender shall,
except for Information requested by any such bank regulatory authority, promptly
notify Borrower (to the extent practicable and lawful,  notice shall be given to
the Borrower  before such  disclosure is made so as to permit Borrower to seek a
protective  order) of the  circumstances and content of each such disclosure and
shall request confidential treatment of any Information so disclosed);  (iii) to
the extent such  Information  (A)  becomes  publicly  available  other than as a
result of a breach of this Agreement,  (B) becomes available to such Lender on a
non-confidential  basis without a breach of confidence  from a source other than
the  Borrower  or its  Affiliates  or (C)  was  available  to such  Lender  on a
non-confidential basis prior to its disclosure to such Lender by the Borrower or
its  Affiliates;  (iv) to the extent the Borrower  shall have  consented to such
disclosure in writing, (v) to any Person in connection with any legal proceeding
to which such  Lender is a party  (provided  that such  Lender,  unless  legally
prevented  from  doing  so,  shall  promptly  notify  Borrower  as to  any  such
disclosure so as to permit  Borrower to seek a protective  order),  (vi) to such
Lender's direct or indirect contractual  counterparties in swap agreements or to
legal   counsel,   accountants   and  other   professional   advisors   to  such
counterparties, subject to such entities and persons having agreed in writing to
abide by the  provisions  of this Section 9.11,  and (vii)  permitted by Section
12.4. As used in this Agreement, Information includes by way of illustration and
not of limitation,  any financial  statements,  reports,  materials,  documents,
certificates,  plans, and any other  information that the Borrower or any of its
Subsidiaries,  Divisions  or  Affiliates  may have  furnished  or may  hereafter
furnish to the Administrative Agent or any Lender under the Loan Documents or in
connection with the transactions contemplated thereby.

9.12 NONRELIANCE.

         Each Lender hereby  represents  that it is not relying on or looking to
any margin  stock (as defined in  Regulation  U of the Board of Governors of the
Federal Reserve System) for the repayment of the Credit Extensions  provided for
herein.

9.13 DISCLOSURE.

         The Borrower and each Lender hereby (i) acknowledge and agree that Bank
One and/or its Affiliates from time to time may hold  investments in, make other
loans to or have other  relationships with the Borrower and its Affiliates,  and
(ii)  waive  any  liability  of Bank  One or such  Affiliate  of Bank One to the
Borrower or any Lender,  respectively,  arising  out of or  resulting  from such
investments,  loans or relationships  other than liabilities  arising out of the
gross negligence or willful misconduct of Bank One or its Affiliates.

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                                   ARTICLE 10

                            THE ADMINISTRATIVE AGENT

10.1 APPOINTMENT; NATURE OF RELATIONSHIP.

         Bank  One,  NA is  hereby  appointed  by  each  of the  Lenders  as its
contractual  representative  (herein referred to as the "Administrative  Agent")
hereunder  and  under  each  other  Loan  Document,  and  each  of  the  Lenders
irrevocably  authorizes  the  Administrative  Agent  to act  as the  contractual
representative  of such  Lender with the rights and duties  expressly  set forth
herein and in the other Loan Documents.  The Administrative  Agent agrees to act
as such contractual representative upon the express conditions contained in this
Article 10. Notwithstanding the use of the defined term "Administrative  Agent,"
it is expressly  understood and agreed that the  Administrative  Agent shall not
have any fiduciary responsibilities to any Lender by reason of this Agreement or
any other Loan  Document and that the  Administrative  Agent is merely acting as
the  contractual  representative  of the Lenders  with only those  duties as are
expressly  set forth in this  Agreement  and the other  Loan  Documents.  In its
capacity as the Lenders'  contractual  representative,  the Administrative Agent
(i) does not hereby assume any fiduciary duties to any of the Lenders, (ii) is 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 Administrative  Agent on any theory of liability for
breach of fiduciary duty, all of which claims each Lender hereby waives.

10.2 POWERS.

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

10.3 GENERAL IMMUNITY.

         Neither the  Administrative  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.

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10.4 NO RESPONSIBILITY FOR LOANS, RECITALS, ETC.

         Neither the  Administrative  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 4, except  receipt of items  required to be
delivered  solely to the  Administrative  Agent;  (d) the  existence or possible
existence of any Default or Unmatured Default; (e) the validity, enforceability,
effectiveness,  sufficiency  or  genuineness  of any Loan  Document or any other
instrument  or  writing  furnished  in  connection  therewith;  (f)  the  value,
sufficiency,  creation,  perfection  or priority  of any Lien in any  collateral
security; or (g) the financial condition of the Borrower or any guarantor of any
of  the  Obligations  or of  any  of the  Borrower's  or  any  such  guarantor's
respective Subsidiaries. The Administrative Agent shall have no duty to disclose
to the Lenders  information that is not required to be furnished by the Borrower
to the  Administrative  Agent at such time, but is voluntarily  furnished by the
Borrower to the  Administrative  Agent (either in its capacity as Administrative
Agent or in its individual capacity).

10.5 ACTION ON INSTRUCTIONS OF LENDERS.

         The  Administrative  Agent  shall in all  cases be fully  protected  in
acting,  or in  refraining  from  acting,  hereunder  and under  any other  Loan
Document in accordance with written  instructions signed by the Required Lenders
or, as may be expressly required herein, all Lenders,  and such instructions and
any action taken or failure to act pursuant  thereto  shall be binding on all of
the Lenders.  The Lenders hereby acknowledge that the Administrative Agent shall
be under no duty to take any  discretionary  action  permitted to be taken by 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
Administrative Agent shall be fully justified in failing or refusing to take any
action  hereunder  and under any other Loan  Document  unless it shall  first be
indemnified  to its  satisfaction  by the Lenders  pro rata  against any and all
liability,  cost and expense that it may incur by reason of taking or continuing
to take any such action.

10.6 EMPLOYMENT OF ADMINISTRATIVE AGENTS AND COUNSEL.

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

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10.7 RELIANCE ON DOCUMENTS; COUNSEL.

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

10.8 ADMINISTRATIVE AGENT'S REIMBURSEMENT AND INDEMNIFICATION.

         The Lenders agree to reimburse and indemnify the  Administrative  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 Administrative  Agent is entitled to reimbursement by the Borrower under the
Loan Documents, (ii) for any other expenses incurred by the Administrative Agent
on  behalf  of the  Lenders,  in  connection  with the  preparation,  execution,
delivery,  administration  and  enforcement  of the Loan  Documents  (including,
without  limitation,  for any expenses incurred by the  Administrative  Agent in
connection with any dispute  between two or more of the Lenders),  and (iii) for
any liabilities,  obligations,  losses, damages, penalties,  actions, judgments,
suits, costs,  expenses or disbursements of any kind and nature whatsoever which
may be imposed on, incurred by or asserted against the  Administrative  Agent in
any way relating to or arising out of the Loan  Documents or any other  document
delivered in  connection  therewith  or the  transactions  contemplated  thereby
(including,  without  limitation,  for any such amounts  incurred by or asserted
against the  Administrative  Agent in  connection  with any dispute  between the
Administrative  Agent and any Lender or between two or more of the Lenders),  or
the  enforcement  of any of the terms of the Loan Documents or of any such other
documents;  PROVIDED that (i) no Lender shall be liable for any of the foregoing
to the extent any of the foregoing is found in a final  non-appealable  judgment
by a court of competent  jurisdiction to have resulted from the gross negligence
or willful misconduct of the Administrative  Agent and (ii) any  indemnification
required pursuant to Section 3.5(vii) shall,  notwithstanding  the provisions of
this  Section  10.8,  be paid by the  relevant  Lender  in  accordance  with the
provisions thereof. 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  Administrative  Agent  shall not be deemed  to have  knowledge  or
notice of the occurrence of any Default or Unmatured  Default  hereunder  unless
the  Administrative  Agent  has  received  written  notice  from a Lender or the
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 Administrative  Agent receives such a notice, the Administrative Agent shall
give prompt notice thereof to the Lenders.

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<PAGE>
10.10 RIGHTS AS A LENDER.

         In the event the  Administrative  Agent is a Lender, the Administrative
Agent shall have the same rights and powers  hereunder  and under any other Loan
Document  with  respect  to its  Commitment  and its Loans as any Lender and may
exercise the same as though it were not the  Administrative  Agent, and the term
"Lender" or  "Lenders"  shall,  at any time when the  Administrative  Agent is a
Lender, unless the context otherwise indicates, include the Administrative Agent
in its  individual  capacity.  The  Administrative  Agent and its Affiliates may
accept deposits from, lend money to, and generally  engage in any kind of trust,
debt,  equity or other  transaction,  in addition to those  contemplated by this
Agreement  or  any  other  Loan  Document,  with  the  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  Administrative  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  Administrative  Agent,  the  Arranger or any other Lender and based on
such  documents  and  information  as it shall  deem  appropriate  at the  time,
continue to make its own credit  decisions in taking or not taking  action under
this Agreement and the other Loan Documents.

10.12 SUCCESSOR ADMINISTRATIVE AGENT.

         The  Administrative  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  Administrative  Agent or, if no successor
Administrative Agent has been appointed, forty-five (45) days after the retiring
Administrative Agent gives notice of its intention to resign. The Administrative
Agent  may be  removed  at any time  with or  without  cause by  written  notice
received by the Administrative Agent from the Required Lenders,  such removal to
be  effective  on the date  specified  by the  Required  Lenders.  Upon any such
resignation or removal, the Required Lenders shall have the right to appoint, on
behalf of the Borrower and the Lenders, a successor  Administrative Agent. If no
successor  Administrative  Agent shall have been so  appointed  by the  Required
Lenders  within  thirty  (30) days after the  resigning  Administrative  Agent's
giving  notice of its  intention to resign,  then the  resigning  Administrative
Agent may  appoint,  on behalf of the  Borrower  and the  Lenders,  a  successor
Administrative Agent.  Notwithstanding the previous sentence, the Administrative
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  Administrative
Agent hereunder. If the Administrative Agent has resigned or been removed and no
successor  Administrative Agent has been appointed,  the Lenders may perform all
the duties of the Administrative Agent hereunder and the 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 Administrative
Agent  shall  be  deemed  to  be  appointed   hereunder   until  such  successor

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Administrative   Agent  has  accepted  the   appointment.   Any  such  successor
Administrative  Agent shall be a  commercial  bank having  capital and  retained
earnings of at least $100,000,000.00.  Upon the acceptance of any appointment as
Administrative  Agent  hereunder  by  a  successor  Administrative  Agent,  such
successor Administrative Agent shall thereupon succeed to and become vested with
all the  rights,  powers,  privileges  and  duties of the  resigning  or removed
Administrative  Agent.  Upon the  effectiveness of the resignation or removal of
the Administrative Agent, the resigning or removed Administrative Agent shall be
discharged  from  its  duties  and  obligations  hereunder  and  under  the Loan
Documents.  After  the  effectiveness  of  the  resignation  or  removal  of  an
Administrative  Agent, the provisions of this Article X shall continue in effect
for the benefit of such Administrative  Agent in respect of any actions taken or
omitted  to be  taken  by it while it was  acting  as the  Administrative  Agent
hereunder  and under the other  Loan  Documents.  In the event  that  there is a
successor to the  Administrative  Agent by merger, or the  Administrative  Agent
assigns its duties and  obligations  to an  Affiliate  pursuant to this  Section
10.12, then the term "Prime Rate" as used in this Agreement shall mean the prime
rate, base rate or other analogous rate of the new Administrative Agent.

10.13 ADMINISTRATIVE AGENT'S FEE.

         The Borrower  agrees to pay to the  Administrative  Agent,  for its own
account,  the  fees  agreed  to by the  Borrower  and the  Administrative  Agent
pursuant to that  certain  letter  agreement  dated  February  17,  2000,  or as
otherwise agreed from time to time.

10.14 DELEGATION TO AFFILIATES.

         The Borrower and the Lenders  agree that the  Administrative  Agent may
delegate any of its duties under this  Agreement to any of its  Affiliates.  Any
such Affiliate (and such Affiliate's directors,  officers, agents and employees)
which performs duties in connection with this Agreement shall be entitled to the
same benefits of the indemnification,  waiver and other protective provisions to
which the Administrative Agent is entitled under Articles 9 and 10.

10.15 DOCUMENTATION AGENT AND SYNDICATION AGENT.

         Neither the  Documentation  Agent nor the Syndication  Agent shall have
any  right,  power,  obligation,  liability,  responsibility  or duty under this
Agreement other than those  applicable to all Lenders as such.  Without limiting
the foregoing,  none of such Lenders shall have or be deemed to have a fiduciary
relationship with any Lender. Each Lender hereby makes the same acknowledgements
with  respect to such  Lenders as it makes  with  respect to the  Administrative
Agent in Section 10.11.

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                                   ARTICLE 11

                            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 after the passage of any cure or notice  period,  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
thereof,  shall then be due;  provided that such right of setoff shall not apply
to amounts  which may be held in (i) trust  accounts  or (ii)  asset  management
accounts,  including  without  limitation  brokerage  accounts,  cash management
accounts  (other  than  depository   accounts)  or  other  money  management  or
investment accounts of a non-depository nature with any Lender.

11.2 RATABLE PAYMENTS.

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

                                   ARTICLE 12

                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 (i) the Borrower shall not have the right to
assign  its  rights  or  obligations  under  the  Loan  Documents,  and (ii) any
assignment  by any Lender must be made in  compliance  with  Section  12.3.  The
parties to this  Agreement  acknowledge  that clause (ii) of this  Section  12.1
relates only to absolute  assignments and does not prohibit assignments creating
security interests,  including,  without limitation, any pledge or assignment by
any Lender of all or any portion of its rights under this Agreement and any Note
to a Federal Reserve Bank; PROVIDED,  HOWEVER, that no such pledge or assignment
creating a security  interest  shall  release  the  transferor  Lender  from its

                                       58
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obligations  hereunder  unless and until the parties  thereto have complied with
the  provisions of Section 12.3. The  Administrative  Agent may treat the Person
which  made any Loan or  which  holds  any  Note as the  owner  thereof  for all
purposes  hereof  unless and until  such  Person  complies  with  Section  12.3;
PROVIDED,  HOWEVER,  that the  Administrative  Agent may in its discretion  (but
shall not be required  to) follow  instructions  from the Person  which made any
Loan or which holds any Note to direct payments relating to such Loan or Note to
another  Person.  Any  assignee  of the rights to any Loan or any Note agrees by
acceptance of such assignment to be bound by all the terms and provisions of the
Loan Documents. Any request, authority or consent of any Person, who at the time
of making such  request or giving such  authority or consent is the owner of the
rights to any Loan (whether or not a Note has been issued in evidence  thereof),
shall be  conclusive  and  binding on any  subsequent  holder 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 Outstanding Credit Exposure of such Lender, any Note held by such Lender,
any  Commitment  of such Lender or any other  interest of such Lender  under the
Loan  Documents.  In the  event of any such  sale by a Lender  of  participating
interests to a Participant,  such Lender's  obligations under the Loan Documents
shall remain unchanged, such Lender shall remain solely responsible to the other
parties hereto for the performance of such obligations, such Lender shall remain
the owner of its  Outstanding  Credit Exposure and the holder of any Note issued
to it in evidence thereof for all purposes under the Loan Documents, all amounts
payable by the Borrower  under this  Agreement  shall be  determined  as if such
Lender  had not sold such  participating  interests,  and the  Borrower  and the
Administrative Agent shall continue to deal solely and directly with such Lender
in  connection  with  such  Lender's  rights  and  obligations  under  the  Loan
Documents.

         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 with respect to any Credit  Extension or  Commitment  in
which such Participant has an interest which forgives principal,  interest, fees
or any  Reimbursement  Obligation  or reduces the interest  rate or fees payable
with respect to any such Credit  Extension or  Commitment,  extends the Facility
Termination Date, postpones any date fixed for any  regularly-scheduled  payment
of  principal  of, or  interest  on any Loan in which  such  Participant  has an
interest,  or  any  regularly-scheduled  payment  of  fees  on any  such  Credit
Extension or Commitment,  releases any guarantor of any such Credit Extension or
releases any collateral  held in the Facility LC Collateral  Account  (except in
accordance  with the  terms  hereof)  or all or  substantially  all of any other
collateral, if any, securing any such Credit Extension.

         12.2.3  BENEFIT OF SETOFF.  The Borrower  agrees that each  Participant
shall be deemed to have the right of setoff  provided in Section 11.1 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

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retain the right of setoff  provided in Section  11.1 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 11.1, 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.  Such assignment shall be substantially in
the form of Exhibit "C" or in such other form as may be agreed to by the parties
thereto. The consent of the Borrower, the Administrative Agent and the LC Issuer
shall be required  prior to an assignment  becoming  effective with respect to a
Purchaser which is not a Lender or an Affiliate thereof; PROVIDED, HOWEVER, that
if a Default has occurred and is  continuing,  the consent of the Borrower shall
not be required.  Such consents shall not be  unreasonably  withheld or delayed.
Each such  assignment  with  respect to a Purchaser  which is not a Lender or an
Affiliate  thereof  shall  (unless each of the  Borrower and the  Administrative
Agent  otherwise  consents)  be in an  amount  not less  than the  lesser of (i)
$5,000,000.00, or (ii) the remaining amount of the assigning Lender's Commitment
(calculated  as at the date of such  assignment)  or  outstanding  Loans (if the
applicable Commitment has been terminated).

         12.3.2  EFFECT;   EFFECTIVE  DATE.   Upon  (i)  delivery   ("Notice  of
Assignment")  to the  Administrative  Agent of an assignment,  together with any
consents required by Section 12.3.1,  and (ii) payment of a $3,500.00 fee to the
Administrative  Agent for processing such assignment  (unless such fee is waived
by the  Administrative  Agent),  such assignment  shall become  effective on the
effective date  specified in such  assignment.  The  assignment  shall contain a
representation  by the  Purchaser  to the effect that none of the  consideration
used to make the purchase of the  Commitment  and  Outstanding  Credit  Exposure
under the applicable  assignment agreement  constitutes "plan assets" as defined
under ERISA and that the rights and  interests of the Purchaser in and under the
Loan Documents will not be "plan assets" under ERISA. On and after the effective
date of such assignment, such Purchaser shall for all purposes be a Lender party
to this  Agreement and any other Loan  Document  executed by or on behalf of the
Lenders and shall have all the rights and obligations of a Lender under the Loan
Documents,  to the same extent as if it were an original  party  hereto,  and no
further  consent or action by the  Borrower,  the Lenders or the  Administrative
Agent shall be required to release  the  transferor  Lender with  respect to the
percentage of the Aggregate  Commitment and Outstanding Credit Exposure assigned
to such  Purchaser.  Upon the  consummation  of any  assignment  to a  Purchaser
pursuant to this Section 12.3.2, the transferor Lender, the Administrative 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.

                                       60
<PAGE>
12.4 DISSEMINATION OF INFORMATION.

         Provided that each Transferee and prospective  Transferee  agrees to be
bound by Section 9.11 of this Agreement,  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 and its Subsidiaries,  including
without limitation any information contained in any Reports.

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 3.5(iv).

                                   ARTICLE 13

                                     NOTICES

13.1 NOTICES.

         Except as otherwise permitted by Section 2.15 with respect to borrowing
notices,  all notices,  requests and other communications to any party hereunder
shall be in writing (including electronic  transmission,  facsimile transmission
or similar  writing)  and shall be given to such  party:  (x) in the case of the
Borrower or the  Administrative  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  below its  signature  hereto or in its
administrative  questionnaire,  or (z) in the case of any  party,  at such other
address or facsimile number as such party may hereafter  specify for the purpose
by notice to the  Administrative  Agent and the 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, five (5) Business Days 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 at
the  address   specified  in  this   Section;   PROVIDED  that  notices  to  the
Administrative Agent under Article 2 shall not be effective until received.

13.2 CHANGE OF ADDRESS.


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

                                       61
<PAGE>
                                   ARTICLE 14

                                  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
Administrative  Agent, the LC Issuer and the Lenders and each party has notified
the  Administrative  Agent by facsimile  transmission  or telephone  that it has
taken such action.

                                   ARTICLE 15

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

15.1 CHOICE OF LAW.

         THE LOAN  DOCUMENTS  (OTHER THAN THOSE  CONTAINING  A CONTRARY  EXPRESS
CHOICE OF LAW PROVISION) SHALL BE CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS
(WITHOUT REGARD TO THE CONFLICT OF LAWS PROVISIONS) OF THE STATE OF ARIZONA, BUT
GIVING EFFECT TO FEDERAL LAWS APPLICABLE TO NATIONAL BANKS.

15.2 CONSENT TO JURISDICTION.

         EACH  OF  THE  PARTIES  HERETO  HEREBY   IRREVOCABLY   SUBMITS  TO  THE
NON-EXCLUSIVE  JURISDICTION  OF ANY UNITED STATES FEDERAL OR ARIZONA STATE COURT
SITTING  IN  PHOENIX,  ARIZONA  IN ANY ACTION OR  PROCEEDING  ARISING  OUT OF OR
RELATING TO ANY LOAN DOCUMENTS AND EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY
AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING  MAY BE HEARD AND
DETERMINED IN ANY SUCH COURT AND IRREVOCABLY  WAIVES ANY OBJECTION IT MAY NOW OR
HEREAFTER HAVE AS TO THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN
SUCH A COURT OR THAT SUCH COURT IS AN INCONVENIENT  FORUM.  NOTHING HEREIN SHALL
LIMIT  THE RIGHT OF THE  ADMINISTRATIVE  AGENT,  THE LC ISSUER OR ANY  LENDER TO
BRING PROCEEDINGS AGAINST THE BORROWER IN THE COURTS OF ANY OTHER JURISDICTION.

15.3 WAIVER OF JURY TRIAL.

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

                                       62
<PAGE>
         IN WITNESS WHEREOF,  the Borrower,  the Lenders,  the LC Issuer and the
Administrative  Agent have  executed  this  Agreement as of the date first above
written.

                                  MICROCHIP TECHNOLOGY INCORPORATED,
                                  a Delaware corporation


                                  By: /s/ Steve Sanghi
                                      ------------------------------------------
                                  Title: President and Chief Executive Officer
                                         ---------------------------------------

                                         2355 West Chandler Boulevard
                                         Chandler, Arizona  85224-6199
                                         Attention:  Chief Financial Officer
                                         Telephone:  (480) 786-7374
                                         FAX:  (480) 917-4112
COMMITMENTS

$30,000,000.00                           BANK ONE, NA,
                                         Individually, as LC Issuer and as
                                         Administrative Agent


                                  By: /s/ Richard Hillsman
                                      ------------------------------------------
                                  Title: First Vice President
                                         ---------------------------------------

                                         1 Bank One Plaza
                                         Chicago, Illinois  60670
                                         Attention: Gloria Steinbrenner
                                         Telephone:  (312) 732-5714
                                         FAX:   (312) 732-4840

                                       63
<PAGE>
$22,500,000.00                    WELLS FARGO BANK, NATIONAL ASSOCIATION,
                                  Individually and as Syndication Agent


                                  By: /s/ Brenda K. Testerman
                                      ------------------------------------------
                                  Title: Vice President
                                         ---------------------------------------

                                         100 West Washington, 25th Floor
                                         MAC S4101-251
                                         Phoenix, Arizona  85003
                                         Attention: Brenda K. Testerman
                                         Telephone:  (602) 378-2308
                                         FAX:  (602) 378-2350


$22,500,000.00                    BANK OF AMERICA, N.A.,
                                  Individually and as Documentation Agent


                                  By: /s/ Sugeet Manchanda
                                      ------------------------------------------
                                  Title: Vice President
                                         ---------------------------------------

                                         CA5-705-41-02
                                         555 California Street, 41st Floor
                                         San Francisco, California  94104
                                         Attention:  Sugeet Manchanda
                                         Telephone:  (415) 953-8090
                                         FAX:  (415) 622-4057


$15,000,000.00                    BANCA DI ROMA


                                  By: /s/ Thomas C. Woodruff/Richard G. Dietz
                                      ------------------------------------------
                                  Title: Vice President
                                         ---------------------------------------

                                         One Market
                                         Steuart Tower, Suite 1000
                                         San Francisco, California  94105
                                         Attention:  Thomas C. Woodruff
                                         Telephone:  (415) 977-7308
                                         FAX:  (415) 357-9869


$10,000,000.00                    THE NORTHERN TRUST COMPANY


                                         By: /s/ Mark Taylor
                                            ------------------------------------
                                         Title: Second Vice President
                                                --------------------------------

                                                50 South LaSalle Street
                                                Chicago, Illinois  60675
                                                Attention:  Mark Taylor
                                                Telephone:  (312) 557-2816
                                                FAX:  (312) 444-7028

                                       64
</TEXT>
</DOCUMENT>
