among SCHAWK, INC.,

1
EXHIBIT 10.41

EXECUTION COPY

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$20,000,000

MULTICURRENCY SHORT TERM CREDIT AGREEMENT

Dated as of June 30, 1995

among

SCHAWK, INC.,

FILTERTEK USA, INC.,

BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION,
as Agent,

and

THE OTHER FINANCIAL INSTITUTIONS PARTY HERETO

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2
TABLE OF CONTENTS

Page

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

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

1.2 Other Interpretive Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21

1.3 Accounting Principles . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21

1.4 Currency Equivalents Generally . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22

ARTICLE II

THE CREDITS . . . . . . . . . . . . . . . . . . . . . . . . . 22

2.1 Amounts and Terms of Commitments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22

2.2 Loan Accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22

2.3 Procedure for Borrowing. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23

2.4 Conversion and Continuation Elections . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24

2.5 Utilization of Revolving Commitments in Offshore Currencies. . . . . . . . . . . . . . . . . . . . . 26

2.6 Voluntary Reduction of Commitments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27

2.7 Optional Prepayments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28

2.8 Currency Exchange Fluctuations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28

2.9 Repayment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28

2.10 Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28

2.11 Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29

(a) Arrangement, Agency Fees. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29

(b) Commitment Fees. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29

2.12 Computation of Fees and Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30

2.13 Payments by the Borrowers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30

2.14 Payments by the Banks to the Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32

2.15 Sharing of Payments, Etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33

ARTICLE III

TAXES, YIELD PROTECTION AND ILLEGALITY . . . . . . . . . . . . . . . . . . 33

3.1 Taxes. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33

3.2 Illegality . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34

3.3 Increased Costs and Reduction of Return . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35

3.4 Funding Losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36

3.5 Inability to Determine Rates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36

3.6 Certificates of Banks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37

3.7 Substitution of Banks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37

3.8 Survival . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37

ARTICLE IV

CONDITIONS PRECEDENT . . . . . . . . . . . . . . . . . . . . . . . 38

4.1 Conditions of Initial Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38

(a) Loan Documents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38

(b) Resolutions; Incumbency . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38

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(d) Legal Opinion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39

(e) Payment of Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39

(f) Certificate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39

(h) Other Documents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39

4.2 Conditions to All Borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40

(a) Notice of Borrowing or Issuance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40

(b) Continuation of Representations and Warranties . . . . . . . . . . . . . . . . . . . . . . 40

ARTICLE V

REPRESENTATIONS AND WARRANTIES . . . . . . . . . . . . . . . . . . . . 40

5.1 Corporate Existence and Power . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40

5.2 Corporate Authorization; No Contravention . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41

5.3 Governmental Authorization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41

5.4 Binding Effect . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41

5.5 Litigation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41

5.6 No Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42

5.7 ERISA Compliance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42

5.8 Use of Proceeds; Margin Regulations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42

5.9 Title to Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43

5.10 Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43

5.11 Financial Condition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43

5.12 Environmental Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43

5.13 Regulated Entities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44

5.14 No Burdensome Restrictions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44

5.15 Copyrights, Patents, Trademarks and Licenses, etc. . . . . . . . . . . . . . . . . . . . . . . . . . 44

5.16 Subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44

5.17 Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44

5.18 Full Disclosure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44

ARTICLE VI

AFFIRMATIVE COVENANTS . . . . . . . . . . . . . . . . . . . . . . 45

6.1 Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45

6.2 Certificates; Other Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46

6.3 Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46

6.4 Preservation of Corporate Existence, Etc . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47

6.5 Maintenance of Property . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48

6.6 Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48

6.7 Payment of Obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48

6.8 Compliance with Laws . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49

6.9 Compliance with ERISA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49

6.10 Inspection of Property and Books and Records . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49

6.11 Environmental Laws . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49

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6.12 Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49

6.13 Additional Subsidiary Guarantors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49

ARTICLE VII

NEGATIVE COVENANTS . . . . . . . . . . . . . . . . . . . . . 50

7.1 Limitation on Liens . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50

7.2 Disposition of Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51

7.3 Consolidations and Mergers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52

7.4 Loans and Investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52

7.5 Limitation on Indebtedness . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54

7.6 Transactions with Affiliates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55

7.7 Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55

7.8 Contingent Obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55

7.9 Joint Ventures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56

7.10 Lease Obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56

7.11 Restricted Payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56

7.12 ERISA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57

7.13 Change in Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57

7.14 Accounting Changes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57

7.15 Sale and Leaseback . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57

7.16 Limitation on Certain Restrictions on Subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . 58

7.17 Organization Documents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58

7.18 Financial Covenants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58

(a) Maintenance of Consolidated Tangible Net Worth . . . . . . . . . . . . . . . . . . . . . . 58

(b) Leverage Ratio . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59

(e) Fixed Charge Coverage Ratio . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59

ARTICLE VIII

EVENTS OF DEFAULT . . . . . . . . . . . . . . . . . . . . . 60

8.1 Event of Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60

(a) Non-Payment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60

(b) Representation or Warranty . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60

(d) Other Defaults . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60

(e) Cross-Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60

(f) Insolvency; Voluntary Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61

(g) Involuntary Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61

(h) ERISA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61

(i) Monetary Judgments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62

(j) Non-Monetary Judgments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62

(k) Change of Control . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62

(l) Environmental Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62

(m) Unenforceability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62

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8.2 Remedies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62

8.3 Rights Not Exclusive . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63

ARTICLE IX

THE AGENT . . . . . . . . . . . . . . . . . . . . . . . . . 63

9.1 Appointment and Authorization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63

9.2 Delegation of Duties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63

9.3 Liability of Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64

9.4 Reliance by Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64

9.5 Notice of Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64

9.6 Credit Decision . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65

9.7 Indemnification of Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65

9.8 Agent in Individual Capacity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 66

9.9 Successor Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 66

9.10 Withholding Tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 67

ARTICLE X

GUARANTEES OF COMPANY AND EACH BORROWER . . . . . . . . . . . . . . . . . . 68

10.1 Guarantee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 68

10.2 Unconditional Obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 68

10.3 Period In Force . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 69

10.4 Waiver . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 69

10.5 Effect of Stay . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 70

10.6 No Subrogation, Contribution, Reimbursement or Indemnity . . . . . . . . . . . . . . . . . . . . . . 70

ARTICLE XI

MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . 70

11.1 Amendments and Waivers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 70

11.2 Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 71

11.3 No Waiver; Cumulative Remedies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 72

11.4 Costs and Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 72

11.5 Borrowers Indemnification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 73

11.6 Payments Set Aside . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 73

11.7 Successors and Assigns . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 74

11.8 Assignments, Participations, etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 74

11.9 Confidentiality . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 75

11.10 Set-off. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 76

11.11 Automatic Debits of Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 76

11.12 Notification of Addresses, Lending Offices, Etc. . . . . . . . . . . . . . . . . . . . . . . . . . . 77

11.13 Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 77

11.14 Severability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 77

11.15 No Third Parties Benefited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 77

11.16 Governing Law and Jurisdiction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 77

11.17 Waiver of Jury Trial . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 78

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11.18 Judgment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 78

11.19 Entire Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 78

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SCHEDULES

Schedule 2.1 Commitments
Schedule 5.5 Litigation
Schedule 5.7 ERISA
Schedule 5.11 Permitted Liabilities
Schedule 5.12 Environmental Matters
Schedule 5.16 Subsidiaries and Minority Interests
Schedule 5.17 Insurance Matters
Schedule 7.1 Permitted Liens
Schedule 7.5 Permitted Indebtedness
Schedule 7.8 Contingent Obligations
Schedule 10.2 Lending Offices; Addresses for Notices

EXHIBITS

Exhibit A Form of Notice of Borrowing
Exhibit B Form of Notice of Conversion/Continuation
Exhibit C Form of Compliance Certificate
Exhibit D Form of Legal Opinion of Borrower Counsel
Exhibit E Form of Assignment and Acceptance
Exhibit F Form of Promissory Note
Exhibit G Form of Intercompany Note Pledge Agreement
Exhibit H Form of Subsidiary Guarantee Agreement
Exhibit I Form of Intercreditor and Subordination Agreement

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MULTICURRENCY SHORT TERM CREDIT AGREEMENT

This MULTICURRENCY SHORT TERM CREDIT AGREEMENT is entered into as of
June 30, 1995, among Schawk, Inc., a Delaware corporation (the "Company"),
Filtertek USA, Inc., a Delaware corporation and a wholly-owned subsidiary of
the Company ("Filtertek"), the several financial institutions from time to time
party to this Agreement (collectively, the "Banks"; individually, a "Bank"),
and Bank of America National Trust and Savings Association, as agent for the
Banks. The Company and Filtertek are referred to individually as a "Borrower"
and collectively as the "Borrowers".

WHEREAS, the Banks have agreed to make available to the Borrowers a
revolving multicurrency credit facility upon the terms and conditions set forth
in this Agreement;

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

ARTICLE I

DEFINITIONS

1.1 Certain Defined Terms. The following terms have the
following meanings:

"Acquisition" means any transaction or series of related
transactions for the purpose of or resulting, directly or indirectly,
in (a) the acquisition of all or substantially all of the assets of a
Person, or of any business or division of a Person, (b) the
acquisition of in excess of 50% of the capital stock, partnership
interests, membership interests or equity of any Person, or otherwise
causing any Person to become a Subsidiary, or (c) a merger or
consolidation or any other combination with another Person (other than
a Person that is a Subsidiary) provided that the Company or the
Subsidiary is the surviving entity.

"Affiliate" means, as to any Person, any other Person which,
directly or indirectly, is in control of, is controlled by, or is
under common control with, such Person. A Person shall be deemed to
control another Person if the controlling Person possesses, directly
or indirectly, the power to direct or cause the direction of the
management and policies of the other Person, whether through the
ownership of voting securities, membership interests, by contract, or
otherwise.

"Agent" means BofA in its capacity as agent for the Banks
hereunder, and any successor agent arising under Section 9.9.
9

"Agent-Related Persons" means BofA and any successor agent
arising under Section 9.9, together with their respective Affiliates,
and the officers, directors, employees, agents and attorneys-in-fact
of such Persons and Affiliates.

"Agent's Payment Office" means (i) in respect of payments in
Dollars, the address for payments set forth on Schedule 11.2 in
relation to the Agent or such other address as the Agent may from time
to time specify in accordance with Section 11.2, and, (ii) in the case
of payments in any Offshore Currency, the address for payments set
forth in Schedule 11.2 in relation to the Agent or such other address
as the Agent may from time to time specify in accordance with Section
11.2.

"Agreed Alternative Currency" has the meaning specified in
subsection 2.5(e).

"Agreement" means this Multicurrency Credit Agreement.

"Applicable Currency" means, as to any particular payment or
Loan, Dollars or the Offshore Currency in which it is denominated or
is payable.

"Applicable Margin" means at any date, the applicable
percentage amount set forth in the following table opposite the
applicable ratio of Funded Debt to EBITDA on a trailing four quarter
basis as shown in the Compliance Certificate then most recently
delivered to the Banks:

============================================================================
Ratio of Funded Debt Applicable Margin
to EBITDA
----------------------------------------------------------------------------

3.0 or more .875%
----------------------------------------------------------------------------
less than 3.0 but .750%
more than or equal to 2.5
----------------------------------------------------------------------------
less than 2.5 but .625%
more than or equal to 2.0
----------------------------------------------------------------------------
less than 2.0 but more .500%
than or equal to 1.75
----------------------------------------------------------------------------
less than 1.75 .400%
============================================================================

provided, however that for the period from the date hereof to June 30,
1996, the Applicable Margin shall be deemed to be .625%; provided
further that, if the Company shall have failed to deliver to the Banks
by the date required hereunder its Compliance Certificate pursuant to
Section 6.2(b), then until such delivery the Applicable Margin shall
be deemed to be .875%. Each change in the Applicable Margin

2
10
shall take effect with respect to all outstanding Offshore Rate Loans
on the first day of the month immediately succeeding the month in
which such Compliance Certificate is received by Agent and the Banks.
Notwithstanding the foregoing, no reduction in the Applicable Margin
shall be effected if a Default shall have occurred and be continuing
on the date when such change would otherwise occur.

"Assignee" has the meaning specified in subsection 11.8(a).

"Attorney Costs" means and includes all fees and disbursements
of any law firm or other external counsel, the allocated cost of
internal legal services and all disbursements of internal counsel.

"Bank" has the meaning specified in the introductory
clause hereto.

"Banking Day" means any day other than a Saturday, Sunday or
other day on which commercial banks in New York City, Chicago or San
Francisco are authorized or required by law to close and (i) with
respect to disbursements and payments in Dollars, a day on which
dealings are carried on in the applicable offshore Dollar interbank
market, and (ii) with respect to any disbursements and payments in and
calculations pertaining to any Offshore Currency Loan, a day on which
commercial banks are open for foreign exchange business in London,
England, and on which dealings in the relevant Offshore Currency are
carried on in the applicable offshore foreign exchange interbank
market in which disbursement of or payment in such Offshore Currency
will be made or received hereunder.

"Bankruptcy Code" means the Federal Bankruptcy Reform Act of
1978 (11 U.S.C. Section 101, et seq.).

"Base Rate" means, for any day, the higher of:

(a) 0.50% per annum above the latest Federal
Funds Rate; and (b) the rate of interest in effect for such
day as publicly announced from time to time by BofA in San
Francisco, California, as its "reference rate." (The
"reference rate" is a rate set by BofA based upon various
factors including BofA's costs and desired return, general
economic conditions and other factors, and is used as a
reference point for pricing some loans, which may be priced
at, above, or below such announced rate.)

Any change in the reference rate announced by BofA shall take
effect at the opening of business on the day specified in the public
announcement of such change.

3
11
"Base Rate Loan" means a Loan that bears interest based on the
Base Rate.

"BofA" means Bank of America National Trust and Savings
Association, a national banking association.

"Borrower" and "Borrowers" have the meaning specified in the
introductory clause hereto.

"Borrowing" means a borrowing hereunder consisting of Loans of
the same Type and in the same Applicable Currency made to a Borrower
on the same day by the Banks under Article II, and, other than in the
case of Base Rate Loans, having the same Interest Period.

"Borrowing Date" means any date on which a Borrowing occurs
under Section 2.3.

"Business Day" means any day other than a Saturday, Sunday or
other day on which commercial banks in New York City, Chicago or San
Francisco are authorized or required by law to close and, if the
applicable Business Day relates to any Offshore Rate Loan, means a
Banking Day.

"Capital Adequacy Regulation" means any guideline, request or
directive of any central bank or other Governmental Authority, or any
other law, rule or regulation, whether or not having the force of law,
in each case, regarding capital adequacy of any bank or of any
corporation controlling a bank.

"Capital Expenditures" means, for any period and with respect
to any Person, the aggregate of all expenditures by such Person and
its Subsidiaries for the acquisition or leasing of fixed or capital
assets or additions to equipment (including replacements, capitalized
repairs and improvements during such period) which should be
capitalized under GAAP on a consolidated balance sheet of such Person
and its Subsidiaries, less net proceeds from sales of fixed or capital
assets received by such Person or any of its Subsidiaries during such
period. For the purpose of this definition, the purchase price of
equipment which is purchased simultaneously with the trade-in of
existing equipment owned by such Person or any of its Subsidiaries or
with insurance proceeds shall be included in Capital Expenditures only
to the extent of the gross amount of such purchase price less the
credit granted by the seller of such equipment for such equipment
being traded in at such time, or the amount of such proceeds, as the
case may be.

"Capital Lease" has the meaning specified in the definition of
"Capital Lease Obligations."

4
12
"Capital Lease Obligations" means all monetary obligations of
the Company or any of its Subsidiaries under any leasing or similar
arrangement which, in accordance with GAAP, is classified as a capital
lease ("Capital Lease").

"Change of Control" means any of the following: (i) the
Schawk Family shall cease to own, free and clear of all liens or other
encumbrances, at least 51% of the outstanding shares of voting stock
of the Company on a fully diluted basis; or (ii) during any period of
twelve consecutive calendar months, individuals who at the beginning
of such period constituted the Company's board of directors (together
with any new directors whose election by the Company's board of
directors or whose nomination for election by the Company's
stockholders was approved by a vote of at least two-thirds of the
directors then still in office who either were directors at the
beginning of such period or whose election or nomination for election
was previously so approved) cease for any reasons other than death or
disability to constitute a majority of the directors then in office;
or (iii) the Company shall cease to own, free and clear of all liens
or other encumbrances, 100% of the outstanding shares of capital stock
of Filtertek.

"Capital Stock" means, with respect to any Person, any and all
shares, interests, participations, rights in or other equivalents
(however designated) of such Person's capital stock and any rights
(other than debt securities convertible into or exchangeable for
capital stock), warrants or options exchangeable for or convertible
into such capital stock.

"Closing Date" means the date on which all conditions
precedent set forth in Section 4.1 are satisfied or waived by all
Banks (or, in the case of subsection 4.1(e), waived by the Person
entitled to receive such payment).

"Code" means the Internal Revenue Code of 1986, and regulations
promulgated thereunder.

"Commitment", as to each Bank, has the meaning specified in
Section 2.1.

"Company" has the meaning specified in the introductory clause
hereto.

"Compliance Certificate" means a certificate substantially in
the form of Exhibit C.

"Computation Date" has the meaning specified in subsection
2.5(a).

5
13
"Consolidated Fixed Charges" means, for any period, for the
Company and its Subsidiaries, the sum of (without duplication) (i)
Consolidated Interest Expense, (ii) all scheduled payments of
principal on Indebtedness of the Company and its Subsidiaries
(including, without limitation, principal payments in respect of
Capital Leases and in the case of this Agreement, scheduled reductions
in the combined Commitment, but only to the extent that (a) the
average daily borrowed portion of the combined Commitment during such
period exceeds (b) the amount of the combined Commitment on the date
of determination), (iii) taxes paid in cash, (iv) payments under
operating leases, and (v) cash dividends paid by the Company as each
of the foregoing is made during such period of determination in
accordance with GAAP on a consolidated basis.

"Consolidated Interest Expense" means, for any period, the sum
of total interest expense (including that attributable to Capitalized
Leases in accordance with GAAP) of the Company and its Subsidiaries on
a consolidated basis with respect to all outstanding Indebtedness of
the Company and its Subsidiaries, including, without limitation, all
commissions, discounts and other fees and charges owed with respect to
letters of credit and bankers' acceptance financing, but excluding,
however, any amortization of deferred financing costs, all as
determined on a consolidated basis for the Company and its
consolidated Subsidiaries in accordance with GAAP.

"Consolidated Net Income" and "Consolidated Net Loss" mean,
respectively, with respect to any period, the aggregate of the net
income (loss) of the Person in question for such period, determined in
accordance with GAAP on a consolidated basis, provided that (i) the
net income (loss) of any Person which is not a Subsidiary shall be
included only to the extent of the amount of cash dividends or
distributions paid to the Person in question or to a consolidated
Subsidiary of such Person and (ii) the net income (loss) of any Person
acquired in a pooling of interests transaction for any period prior to
the date of such acquisition shall be excluded. There shall be
excluded in computing Consolidated Net Income the excess (but not the
deficit), if any, of (i) any gain which must be treated as an
extraordinary item under GAAP or any gain realized upon the sale or
other disposition of any real property or equipment that is not sold
in the ordinary course of business or of any capital stock of the
Person or a Subsidiary of the Person over (ii) any loss which must be
treated as an extraordinary item under GAAP or any loss realized upon
the sale or other disposition of any real property or equipment that
is not sold in the ordinary course of business or of any capital stock
of the Person or a Subsidiary of the Person.

6
14
"Consolidated Tangible Net Worth" of a Person means, without
duplication, the sum of (i) total stockholders' equity (excluding
treasury stock) less (ii) the net book value of all assets of such
Person and its consolidated Subsidiaries which would be treated as
intangibles under GAAP, including, without limitation, deferred
charges, leasehold conversion costs, franchise rights, non-compete
agreements, research and development costs, goodwill, unamortized debt
discounts, patents, patent applications, trademarks, trade names,
copyrights and licenses.

"Contingent Obligation" means, as to any Person, any direct or
indirect liability of that Person, whether or not contingent, with or
without recourse, (a) with respect to any Indebtedness, lease,
dividend, letter of credit or other obligation (the "primary
obligations") of another Person (the "primary obligor"), including any
obligation of that Person (i) to purchase, repurchase or otherwise
acquire such primary obligations or any security therefor, (ii) to
advance or provide funds for the payment or discharge of any such
primary obligation, or to maintain working capital or equity capital
of the primary obligor or otherwise to maintain the net worth or
solvency or any balance sheet item, level of income or financial
condition of the primary obligor, (iii) to purchase property,
securities or services primarily for the purpose of assuring the owner
of any such primary obligation of the ability of the primary obligor
to make payment of such primary obligation, or (iv) otherwise to
assure or hold harmless the holder of any such primary obligation
against loss in respect thereof (each, a "Guaranty Obligation"); (b)
with respect to any Surety Instrument issued for the account of that
Person or as to which that Person is otherwise liable for
reimbursement of drawings or payments; (c) to purchase any materials,
supplies or other property from, or to obtain the services of, another
Person if the relevant contract or other related document or
obligation requires that payment for such materials, supplies or other
property, or for such services, shall be made regardless of whether
delivery of such materials, supplies or other property is ever made or
tendered, or such services are ever performed or tendered, or (d) in
respect of any Swap Contract. The amount of any Contingent Obligation
shall, in the case of Guaranty Obligations, be deemed equal to the
stated or determinable amount of the primary obligation in respect of
which such Guaranty Obligation is made or, if not stated or if
indeterminable, the maximum reasonably anticipated liability in
respect thereof, and in the case of other Contingent Obligations,
shall be equal to the maximum reasonably anticipated liability in
respect thereof.

"Contractual Obligation" means, as to any Person, any
provision of any security issued by such Person or of any agreement,
undertaking, contract, indenture, mortgage, deed

7
15
of trust or other instrument, document or agreement to which such
Person is a party or by which it or any of its property is bound.

"Conversion/Continuation Date" means any date on which, under
Section 2.4, a Borrower (a) converts Loans of one Type to another
Type, or (b) continues as Loans of the same Type, but with a new
Interest Period, Loans having Interest Periods expiring on such date.

"Default" means any event or circumstance which, with the
giving of notice, the lapse of time, or both, would (if not cured or
otherwise remedied during such time) constitute an Event of Default.

"Dollar Equivalent" means, at any time, (a) as to any amount
denominated in Dollars, the amount thereof at such time, and (b) as to
any amount denominated in an Offshore Currency, the equivalent amount
in Dollars as determined by the Agent at such time on the basis of the
Spot Rate for the purchase of Dollars with such Offshore Currency on
the most recent Computation Date provided for in subsection 2.5(a).

"Dollars", "dollars" and "$" each mean lawful money of the
United States.

"Domestic Subsidiary": any Subsidiary of the Company that is
not a Foreign Subsidiary.

"EBIT" means, for any period, for the Company and its
Subsidiaries on a consolidated basis, determined in accordance with
GAAP, the sum of (a) Consolidated Net Income for such period plus (b)
all amounts treated as expenses for interest to the extent included in
the determination of such Consolidated Net Income plus (c) all accrued
taxes on or measured by income to the extent included in the
determination of such Consolidated Net Income; provided, however, that
Consolidated Net Income shall be computed for these purposes without
giving effect to extraordinary losses or extraordinary gains.

"EBITDA" means, for any period, for the Company and its
Subsidiaries on a consolidated basis, determined in accordance with
GAAP, the sum of (a) EBIT plus (b) all amounts treated as expenses for
depreciation and the amortization of intangibles of any kind to the
extent included in the determination of Consolidated Net Income.

"Eligible Assignee" means (i) a commercial bank organized
under the laws of the United States, or any state thereof, and having
a combined capital and surplus of at least $200,000,000; (ii) a
commercial bank organized under the laws of any other country which is
a member of the Organization for Economic Cooperation and Development
(the

8
16
"OECD"), or a political subdivision of any such country, and having a
combined capital and surplus of at least $200,000,000 or its Dollar
Equivalent, provided that such bank is acting through a branch or
agency located in the United States; and (iii) a Person that is
primarily engaged in the business of commercial banking and that is
(A) a Subsidiary of a Bank, (B) a Subsidiary of a Person of which a
Bank is a Subsidiary, or (C) a Person of which a Bank is a Subsidiary.

"Environmental Claims" means all claims, however asserted, by
any Governmental Authority or other Person alleging potential
liability or responsibility for violation of any Environmental Law, or
for release or injury to the environment.

"Environmental Laws" means all federal, state or local laws,
statutes, common law duties, rules, regulations, ordinances and codes,
together with all administrative orders, directed duties, requests,
licenses, authorizations and permits of, and agreements with, any
Governmental Authorities, in each case relating to environmental,
health, safety and land use matters.

"ERISA" means the Employee Retirement Income Security Act of
1974, and regulations promulgated thereunder.

"ERISA Affiliate" means any trade or business (whether or not
incorporated) under common control with the Company within the meaning
of Section 414(b) or (c) of the Code (and Sections 414(m) and (o) of
the Code for purposes of provisions relating to Section 412 of the
Code).

"ERISA Event" means (a) a Reportable Event with respect to a
Pension Plan; (b) a withdrawal by a Borrower or any ERISA Affiliate
from a Pension Plan subject to Section 4063 of ERISA during a plan
year in which it was a substantial employer (as defined in Section
4001(a)(2) of ERISA) or a cessation of operations which is treated as
such a withdrawal under Section 4062(e) of ERISA; (c) a complete or
partial withdrawal by a Borrower or any ERISA Affiliate from a
Multiemployer Plan or notification that a Multiemployer Plan is in
reorganization; (d) the filing of a notice of intent to terminate, the
treatment of a Plan amendment as a termination under Section 4041 or
4041A of ERISA, or the commencement of proceedings by the PBGC to
terminate a Pension Plan or Multiemployer Plan; (e) an event or
condition which might reasonably be expected to constitute grounds
under Section 4042 of ERISA for the termination of, or the appointment
of a trustee to administer, any Pension Plan or Multiemployer Plan; or
(f) the imposition of any liability under Title IV of ERISA, other
than PBGC premiums due but not delinquent under Section 4007 of ERISA,
upon a Borrower or any ERISA Affiliate.

9
17

"Eurodollar Reserve Percentage" has the meaning specified in
the definition of "Offshore Rate".

"Event of Default" means any of the events or circumstances
specified in Section 8.1.

"Exchange Act" means the Securities and Exchange Act of 1934,
and regulations promulgated thereunder.

"Existing Credit Agreements" means (i) that certain Credit
Agreement dated as of September 21, 1992 by and among the Company, The
First National Bank of Chicago, as agent and the financial
institutions party thereto, and (ii) that certain Credit Agreement
dated as of December 22, 1993 by and among Filtertek, Filtertek De
Puerto Rico, Inc. and The Northern Trust Company, as Agent, and the
lenders identified therein, in each case, as the same have been
thereafter amended or otherwise modified from time to time.

"FDIC" means the Federal Deposit Insurance Corporation, and
any Governmental Authority succeeding to any of its principal
functions.

"Federal Funds Rate" means, for any day, the rate set forth in
the weekly statistical release designated as H.15(519), or any
successor publication, published by the Federal Reserve Bank of New
York (including any such successor, "H.15(519)") on the preceding
Business Day opposite the caption "Federal Funds (Effective)"; or, if
for any relevant day such rate is not so published on any such
preceding Business Day, the rate for such day will be the arithmetic
mean as determined by the Agent of the rates for the last transaction
in overnight Federal funds arranged prior to 9:00 a.m. (New York City
time) on that day by each of three leading brokers of Federal funds
transactions in New York City selected by the Agent.

"Fee Letter" has the meaning specified in subsection 2.11(a).

"Filtertek" has the meaning specified in the introductory
clause hereto.

"Foreign Subsidiary" any Subsidiary of the Company that (A)
is incorporated under the laws of a jurisdiction other than any State
of the U.S., the District of Columbia or any territory, commonwealth
or possession of the U.S. and (B) maintains the major portion of its
assets outside the U.S.

"FRB" means the Board of Governors of the Federal Reserve
System, and any Governmental Authority succeeding to any of its
principal functions.

"Funded Indebtedness" shall at any date mean:

(a) all outstanding principal under this Agreement and the
Indebtedness outstanding under the Short Term Revolving
Facility; and

(b) all Subordinated Indebtedness of the Company or
any of its Subsidiaries to any member of the Schawk
Family to the extent such Indebtedness is permitted
pursuant to the terms hereof;

(c) all other Indebtedness (excluding any Indebtedness
included solely within clause (b) of the definition of
Indebtedness) of the Company or any of its Subsidiaries
which by its terms

(i) matures more than one year from the
date of its creation, or

(ii) matures within one year from the date of its
creation but, at the Company's or such
Subsidiary's election, is renewable or extendible
(whether or not theretofore renewed or extended)
under, or payable from the proceeds of any other
Indebtedness which may be incurred pursuant to
the provisions of, any revolving credit or
similar agreement.

"FX Trading Office" means the Foreign Exchange Trading Center,
Chicago, Illinois, of BofA, or such other of BofA's offices as BofA
may designate from time to time.

"GAAP" means generally accepted accounting principles set
forth from time to time in the opinions and pronouncements of the
Accounting Principles Board and the American Institute of Certified
Public Accountants and statements and pronouncements of the Financial
Accounting Standards Board (or agencies with similar functions of
comparable stature and authority within the U.S. accounting
profession), which are applicable to the circumstances as of the date
of determination.

"Governmental Authority" means any nation or government, any
state or other political subdivision thereof, any central bank (or
similar monetary or regulatory authority) thereof, any entity
exercising executive, legislative, judicial, regulatory or
administrative functions of or pertaining to government, and any
corporation or other entity owned or controlled, through stock or
capital ownership or otherwise, by any of the foregoing.

"Guaranty Obligation" has the meaning specified in the
definition of "Contingent Obligation."

"Indebtedness" of any Person means, without duplication, (a)
all indebtedness for borrowed money; (b) all obligations issued,
undertaken or assumed as the

11
19
deferred purchase price of property or services (other than trade
payables entered into in the ordinary course of business on ordinary
terms); (c) all non-contingent reimbursement or payment obligations
with respect to Surety Instruments; (d) all obligations evidenced by
notes, bonds, debentures or similar instruments, including obligations
so evidenced incurred in connection with the acquisition of property,
assets or businesses; (e) all indebtedness created or arising under
any conditional sale or other title retention agreement, or incurred
as financing, in either case with respect to property acquired by the
Person (even though the rights and remedies of the seller or bank
under such agreement in the event of default are limited to
repossession or sale of such property); (f) all Capital Lease
Obligations; (g) all net obligations with respect to Swap Contracts;
(h) all indebtedness referred to in clauses (a) through (g) above
secured by (or for which the holder of such Indebtedness has an
existing right, contingent or otherwise, to be secured by) any Lien
upon or in property (including accounts and contracts rights) owned by
such Person, even though such Person has not assumed or become liable
for the payment of such Indebtedness; and (i) all Guaranty Obligations
in respect of indebtedness or obligations of others of the kinds
referred to in clauses (a) through (g) above.

"Indemnified Liabilities" has the meaning specified in Section
11.5.

"Indemnified Person" has the meaning specified in Section 11.5.

"Independent Auditor" has the meaning specified in subsection
6.1(a).

"Insolvency Proceeding" means (a) any case, action or
proceeding before any court or other Governmental Authority relating
to bankruptcy, reorganization, insolvency, liquidation, receivership,
dissolution, winding-up or relief of debtors, or (b) any general
assignment for the benefit of creditors, composition, marshalling of
assets for creditors, or other, similar arrangement in respect of its
creditors generally or any substantial portion of its creditors;
undertaken under U.S. Federal, state or foreign law, including the
Bankruptcy Code.

"Intercompany Note Pledge Agreement" means the Note Pledge
Agreement in substantially the form of Exhibit G hereto, dated as of
the date hereof, made by the Borrowers in favor of the beneficiaries
named therein, as the same may be amended, supplemented or otherwise
modified from time to time in accordance with its terms and the terms
hereof.

12
20

"Intercreditor and Subordination Agreement" means the
Intercreditor and Subordination Agreement dated the date hereof, in
substantially the form of Exhibit I, by and among the Borrowers,
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, and the Agent
for the benefit of the Banks.

"Interest Payment Date" means, as to any Loan other than a
Base Rate Loan, the last day of each Interest Period applicable to
such Loan and, as to any Base Rate Loan, the last Business Day of each
calendar quarter and each date such Loan is converted into another
Type of Loan; provided, however, that if any Interest Period for an
Offshore Rate Loan exceeds three months, the date that falls three
months after the beginning of such Interest Period and after each
Interest Payment Date thereafter is also an Interest Payment Date.

"Interest Period" means, as to any Offshore Rate Loan, the
period commencing on the Borrowing Date of such Loan or on the
Conversion/Continuation Date on which the Loan is converted into or
continued as an Offshore Rate Loan, and ending on the date one, two,
three or six months thereafter as selected by the applicable Borrower
in its Notice of Borrowing or Notice of Conversion/Continuation, as
selected by the applicable Borrower in its Notice of Borrowing or
Notice of Conversion/Continuation;

provided that:

(i) if any Interest Period would otherwise end on a
day that is not a Business Day, that Interest Period shall be
extended to the following Business Day unless, in the case of
an Offshore Rate Loan, the result of such extension would be
to carry such Interest Period into another calendar month, in
which event such Interest Period shall end on the preceding
Business Day;

(ii) any Interest Period pertaining to an Offshore
Rate Loan that begins on the last Business Day of a calendar
month (or on a day for which there is no numerically
corresponding day in the calendar month at the end of such
Interest Period) shall end on the last Business Day of the
calendar month at the end of such Interest Period;

(iii) no Interest Period for any Revolving Loan
shall extend beyond the Revolving Termination Date; and

(iv) no Interest Period applicable to a Revolving
Loan or portion thereof shall extend beyond any date upon
which is due any scheduled principal payment in

13
21
respect of the Revolving Loans unless the aggregate
principal amount of Revolving Loans represented by Base Rate
Loans or Offshore Rate Loans having Interest Periods that will
expire on or before such date, equals or exceeds the amount of
such principal payment.

"Issuing Bank" has the meaning specified in Section 2.16(a).

"IRS" means the Internal Revenue Service, and any Governmental
Authority succeeding to any of its principal functions under the Code.

"Joint Venture" means a single-purpose corporation,
partnership, limited liability company, joint venture or other similar
legal arrangement (whether created by contract or conducted through a
separate legal entity) now or hereafter formed by the Company or any
of its Subsidiaries with another Person in order to conduct a common
venture or enterprise with such Person.

"Lending Office" means, as to any Bank, the office or offices
of such Bank specified as its "Lending Office" or "Domestic Lending
Office" or "Offshore Lending Office", as the case may be, on Schedule
11.2, or such other office or offices as such Bank may from time to
time notify the Borrowers and the Agent.

"Lien" means any security interest, mortgage, deed of trust,
pledge, hypothecation, assignment, charge or deposit arrangement,
encumbrance, lien (statutory or other) or preferential arrangement of
any kind or nature whatsoever in respect of any property (including
those created by, arising under or evidenced by any conditional sale
or other title retention agreement, the interest of a lessor under a
capital lease, any financing lease having substantially the same
economic effect as any of the foregoing, or the filing of any
financing statement naming the owner of the asset to which such lien
relates as debtor, under the Uniform Commercial Code or any comparable
law) and any contingent or other agreement to provide any of the
foregoing, but not including the interest of a lessor under an
operating lease.

"Loan" means an extension of credit by a Bank to a Borrower
under Article II, and may be a Base Rate Loan or an Offshore Rate Loan
(each, a "Type" of Loan).

"Loan Documents" means this Agreement, any Notes, the Fee
Letters and all other documents delivered to the Agent or any Bank in
connection herewith.

"Long Term Revolving Loan Facility" means the revolving loan
facility in an initial total amount of

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$80,000,000 pursuant to that certain Multicurrency Credit Agreement
dated the date hereof by and among the Borrowers, the Agent and the
Banks, as the same may be amended from time to time, and any renewal,
modification or extension thereof.

"Majority Banks" means at any time Banks then holding in
excess of 59% of the then aggregate unpaid principal amount of the
Loans, or, if no such principal amount is then outstanding, Banks then
having in excess of 59% of the Commitments.

"Margin Stock" means "margin stock" as such term is defined in
Regulation G, T, U or X of the FRB.

"Material Adverse Effect" means, with respect to any Person,
(a) a material adverse change in, or a material adverse effect upon,
the operations, business, properties, condition (financial or
otherwise) or prospects of such Person or such Person and its
Subsidiaries taken as a whole; (b) a material impairment of the
ability of the Company or any Subsidiary to perform under any Loan
Document and to avoid any Event of Default; or (c) a material adverse
effect upon the legality, validity, binding effect or enforceability
against the Company or any Subsidiary of any Loan Document.

"Minimum Tranche" means, in respect of Loans comprising part
of the same Borrowing, or to be converted or continued under Section
2.4, (a) in the case of Base Rate Loans, $500,000 or any multiple of
$100,000 in excess thereof, and (b) in the case of Offshore Rate
Loans, the Dollar Equivalent amount of $1,000,000 or any multiple of
500,000 units of the Applicable Currency in excess thereof.

"Multiemployer Plan" means a "multiemployer plan", within the
meaning of Section 4001(a)(3) of ERISA, to which a Borrower or any
ERISA Affiliate makes, is making, or is obligated to make
contributions or, during the preceding three calendar years, has made,
or been obligated to make, contributions.

"Note" means a promissory note executed by the Borrowers in
favor of a Bank pursuant to subsection 2.2(b), in substantially the
form of Exhibit F.

"Notice of Borrowing" means a notice in substantially the form
of Exhibit A.

"Notice of Conversion/Continuation" means a notice in
substantially the form of Exhibit B.

"Obligations" means all advances, debts, liabilities,
obligations, covenants and duties arising under any Loan Document
owing by any Borrower to any Bank, the Agent, or any Indemnified
Person, whether direct or indirect (including

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those acquired by assignment), absolute or contingent, due or
to become due, now existing or hereafter arising.

"Offshore Currency" means at any time English pounds sterling,
Canadian dollars, French francs, German Deutsche Marks, Japanese yen
and any Agreed Alternative Currency.

"Offshore Currency Loan" means any Offshore Rate Loan
denominated in an Offshore Currency.

"Offshore Currency Loan Sublimit" means, at any time of
determination, as to all Offshore Currencies in the aggregate, the
Dollar Equivalent amount of 50% of the aggregate Commitments of the
Banks, and, as to any single Offshore Currency, the Dollar Equivalent
amount of 25% of the aggregate Commitments of Banks.

"Offshore Rate" means, for any Interest Period, with respect
to Offshore Rate Loans comprising part of the same Borrowing, the rate
of interest per annum (rounded upward to the next 1/16th of 1%)
determined by the Agent as follows:

Offshore Rate = IBOR
------------------------------------
1.00 - Eurodollar Reserve Percentage

Where,

"Eurodollar Reserve Percentage" means for any day for
any Interest Period the maximum reserve percentage (expressed
as a decimal, rounded upward to the next 1/100th of 1%) in
effect on such day (whether or not applicable to any Bank)
under regulations issued from time to time by the FRB for
determining the maximum reserve requirement (including any
emergency, supplemental or other marginal reserve requirement)
with respect to Eurocurrency funding (currently referred to as
"Eurocurrency liabilities"); and

"IBOR" means the rate of interest per annum determined
by the Agent as the rate at which deposits in the Applicable
Currency in the approximate amount of BofA's Offshore Rate
Loan for such Interest Period would be offered by BofA's Grand
Cayman Branch, Grand Cayman B.W.I. (or such other office as
may be designated for such purpose by BofA), to major banks in
the offshore currency interbank market at their request at
approximately 11:00 a.m. (New York City time) two Business
Days prior to the commencement of such Interest Period.

The Offshore Rate shall be adjusted automatically as to
all Offshore Rate Loans then outstanding as of the effective
date of any change in the Eurodollar Reserve Percentage.

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"Offshore Rate Loan" means a Loan that bears interest based on
the Offshore Rate, and may be an Offshore Currency Loan or a Loan
denominated in Dollars.

"Organization Documents" means, for any corporation, the
certificate or articles of incorporation, the bylaws, any certificate
of determination or instrument relating to the rights of preferred
shareholders of such corporation, any shareholder rights agreement,
and all applicable resolutions of the board of directors (or any
committee thereof) of such corporation.

"Other Taxes" means any present or future stamp or documentary
taxes or any other excise or property taxes, charges or similar levies
which arise from any payment made hereunder or from the execution,
delivery or registration of, or otherwise with respect to, this
Agreement or any other Loan Documents.

"Overnight Rate" means, for any day, the rate of interest per
annum at which overnight deposits in the Applicable Currency, in an
amount approximately equal to the amount with respect to which such
rate is being determined, would be offered for such day by BofA's
London Branch to major banks in the London or other applicable
offshore interbank market.

"Participant" has the meaning specified in subsection 11.8(d).

"PBGC" means the Pension Benefit Guaranty Corporation, or any
Governmental Authority succeeding to any of its principal functions
under ERISA.

"Pension Plan" means a pension plan (as defined in Section
3(2) of ERISA) subject to Title IV of ERISA which a Borrower sponsors,
maintains, or to which it makes, is making, or is obligated to make
contributions, or in the case of a multiple employer plan (as
described in Section 4064(a) of ERISA) has made contributions at any
time during the immediately preceding five (5) plan years.

"Permitted Liens" has the meaning specified in Section 7.1.

"Person" means an individual, partnership, corporation,
limited liability company, business trust, joint stock company, trust,
unincorporated association, joint venture or Governmental Authority.

"Plan" means an employee benefit plan (as defined in Section
3(3) of ERISA) which a Borrower sponsors or maintains or to which a
Borrower makes, is making, or is obligated to make contributions and
includes any Pension Plan.

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"Pro Rata Share" means, as to any Bank at any time, the
percentage equivalent (expressed as a decimal, rounded to the ninth
decimal place) at such time of such Bank's Commitment divided by the
combined Commitments of all Banks.

"Replacement Bank" has the meaning specified in Section 3.7.

"Reportable Event" means, any of the events set forth in
Section 4043(b) of ERISA or the regulations thereunder, other than any
such event for which the 30-day notice requirement under ERISA has
been waived in regulations issued by the PBGC.

"Requirement of Law" means, as to any Person, any law
(statutory or common), treaty, rule or regulation or determination of
an arbitrator or of a Governmental Authority, in each case applicable
to or binding upon the Person or any of its property or to which the
Person or any of its property is subject.

"Responsible Officer" means the chief executive officer, the
president or the executive vice-president of a Borrower, or any other
officer having substantially the same authority and responsibility;
or, with respect to compliance with financial covenants, the chief
financial officer or the treasurer of a Borrower, or any other officer
having substantially the same authority and responsibility.

"Revolving Loan" has the meaning specified in Section 2.1.

"Revolving Termination Date" means the earlier to occur of:

(a) June 27, 1996; and

(b) the date on which the Commitments terminate in
accordance with the provisions of this Agreement.

"Same Day Funds" means (i) with respect to disbursements and
payments in Dollars, immediately available funds, and (ii) with
respect to disbursements and payments in an Offshore Currency, same
day or other funds as may be determined by the Agent to be customary
in the place of disbursement or payment for the settlement of
international banking transactions in the relevant Offshore Currency.

"Schawk Family" means the persons set forth on Schedule 1.1
hereto, together with any children or grandchildren of such persons
and any grantor trust under which one of such persons shall be the
sole trustee or one of the co-trustees (and such person retains the
sole power to remove any Capital Stock held by such trust from such
trust).

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"SEC" means the Securities and Exchange Commission, or any
Governmental Authority succeeding to any of its principal functions.

"Spot Rate" for a currency means the rate quoted by BofA as the
spot rate for the purchase by BofA of such currency with another
currency through its FX Trading Office at approximately 10:30 a.m.
(Chicago time) on the date two Banking Days prior to the date as of
which the foreign exchange computation is made.

"Subordinated Indebtedness" means any Indebtedness of the
Company or Filtertek to ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ constituting Subordinated
Indebtedness under the terms of the Intercreditor and Subordination
Agreement or the payment of which is otherwise fully and deeply
subordinated to payment of the Obligations to the written satisfaction
of the Agent and the Majority Banks including but not limited to: (i)
having a termination date after the Revolving Termination Date; (ii)
allowing no principal payments prior to the Revolving Termination Date
except to the extent expressly permitted by this Agreement; (iii)
accruing interest at a rate no greater than 2% per annum in excess of
the Base Rate; (iv) allowing no acceleration other than cross
acceleration to the acceleration of the Obligations; and (v) allowing
principal and accrued interest to be paid only to the extent that
after giving effect to the contemplated payment, no Default or Event
of Default exists or will exist.

"Subsidiary" of a Person means any corporation, association,
partnership, limited liability company, joint venture or other
business entity of which more than 50% of the voting stock, membership
interests or other equity interests (in the case of Persons other than
corporations), is owned or controlled directly or indirectly by the
Person, or one or more of the Subsidiaries of the Person, or a
combination thereof. Unless the context otherwise clearly requires,
references herein to a "Subsidiary" refer to a Subsidiary of the
Company.

"Subsidiary Guarantor" means, individually, each of the
Domestic Subsidiaries of the Company signatory to the Subsidiary
Guarantee Agreement and such other Subsidiaries from time to time
party to such Agreement and collectively, all of such Subsidiaries.

"Subsidiary Guarantee Agreement" means the Subsidiary
Guarantee Agreement in substantially the form of Exhibit H hereto,
dated as of the date hereof, made by the Subsidiary Guarantors in
favor of the beneficiaries named therein, as the same may be amended,
supplemented or otherwise modified from time to time in accordance
with its terms and the terms hereof.

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"Surety Instruments" means all letters of credit (including
standby and commercial), banker's acceptances, bank guaranties,
shipside bonds, surety bonds and similar instruments.

"Swap Contract" means any agreement (including any master
agreement and any agreement, whether or not in writing, relating to
any single transaction) that is an interest rate swap agreement, basis
swap, forward rate agreement, commodity swap, commodity option, equity
or equity index swap or option, bond option, interest rate option,
forward foreign exchange agreement, rate cap, collar or floor
agreement, currency swap agreement, cross-currency rate swap
agreement, swaption, currency option or any other, similar agreement
(including any option to enter into any of the foregoing).

"Taxes" means any and all present or future taxes, levies,
imposts, deductions, charges or withholdings, and all liabilities with
respect thereto, excluding, in the case of each Bank and the Agent,
such taxes (including income taxes or franchise taxes) as are imposed
on or measured by each Bank's or Agent's net income by the
jurisdiction (or any political subdivision thereof) under the laws of
which such Bank or the Agent, as the case may be, is organized or
maintains a lending office.

"Type" has the meaning specified in the definition of "Loan."

"Total Capitalization" means the sum of Funded Debt and total
stockholders' equity (excluding treasury stock) of the Company.

"Unfunded Pension Liability" means the excess of a Plan's
benefit liabilities under Section 4001(a)(16) of ERISA, over the
current value of that Plan's assets, determined in accordance with the
assumptions used for funding the Pension Plan pursuant to Section 412
of the Code for the applicable plan year.

"United States" and "U.S." each means the United States of
America.

"Wholly-Owned Subsidiary" means any Subsidiary in which (other
than directors' qualifying shares required by law) 100% of the capital
stock of each class having ordinary voting power, and 100% of the
capital stock of every other class, in each case, at the time as of
which any determination is being made, is owned, beneficially and of
record, by the Company, or by one or more of the other Wholly-Owned
Subsidiaries, or both.

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1.2 Other Interpretive Provisions. (a) The meanings of defined
terms are equally applicable to the singular and plural forms of the defined
terms.

(b) The words "hereof", "herein", "hereunder" and similar words
refer to this Agreement as a whole and not to any particular provision of this
Agreement; and subsection, Section, Schedule and Exhibit references are to this
Agreement unless otherwise specified.

(c) (i) The term "documents" includes any and all instruments,
documents, agreements, certificates, indentures, notices and other
writings, however evidenced.

(ii) The term "including" is not limiting and means
"including without limitation."

(iii) In the computation of periods of time from a specified
date to a later specified date, the word "from" means "from and
including"; the words "to" and "until" each mean "to but excluding",
and the word "through" means "to and including."

(d) Unless otherwise expressly provided herein, (i) references to
agreements (including this Agreement) and other contractual instruments shall
be deemed to include all subsequent amendments and other modifications thereto,
but only to the extent such amendments and other modifications are not
prohibited by the terms of any Loan Document, and (ii) references to any
statute or regulation are to be construed as including all statutory and
regulatory provisions consolidating, amending, replacing, supplementing or
interpreting the statute or regulation.

(e) The captions and headings of this Agreement are for convenience of
reference only and shall not affect the interpretation of this Agreement.

(f) This Agreement and other Loan Documents may use several
different limitations, tests or measurements to regulate the same or similar
matters. All such limitations, tests and measurements are cumulative and shall
each be performed in accordance with their terms.

(g) This Agreement and the other Loan Documents are the
result of negotiations among and have been reviewed by counsel to the Agent,
the Borrowers and the other parties, and are the products of all parties.
Accordingly, they shall not be construed against the Banks or the Agent merely
because of the Agent's or Banks' involvement in their preparation.

1.3 Accounting Principles. (a) Unless the context otherwise
clearly requires, all accounting terms not expressly defined herein shall be
construed, and all financial computations required under this Agreement shall
be made, in accordance with GAAP, consistently applied.

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(b) References herein to "fiscal year" and "fiscal quarter" refer
to such fiscal periods of the Company.

1.4 Currency Equivalents Generally. For all purposes of this
Agreement (but not for purposes of the preparation of any financial statements
delivered pursuant hereto), the equivalent in any Offshore Currency or other
currency of an amount in Dollars, and the equivalent in Dollars of an amount in
any Offshore Currency or other currency, shall be determined at the Spot Rate.

ARTICLE II

THE CREDITS

2.1 Amounts and Terms of Commitments. Each Bank severally agrees,
on the terms and conditions set forth herein, to make loans to the Borrowers
(each such loan, a "Revolving Loan") from time to time on any Business Day
during the period from the Closing Date to the Revolving Termination Date, in
an aggregate principal Dollar Equivalent amount not to exceed at any time
outstanding the amount set forth opposite the Bank's name in Schedule 2.1(b)
under the heading "Commitment" (such amount as the same may be reduced pursuant
to Section 2.6 or as a result of one or more assignments pursuant to Section
11.8, the Bank's "Commitment"); provided, however, that, after giving effect to
any Borrowing of Revolving Loans, the aggregate principal Dollar Equivalent
amount of all outstanding Revolving Loans shall not exceed the combined
Commitments; and provided further that, after giving effect to any Borrowing of
Offshore Currency Loans, the aggregate principal Dollar Equivalent amount of
all outstanding Offshore Currency Loans shall not exceed the Offshore Currency
Loan Sublimit. Within the limits of each Bank's Commitment, and subject to the
other terms and conditions hereof, the Borrowers may borrow under this
subsection 2.1(b), prepay pursuant to Section 2.6 and reborrow pursuant to this
subsection 2.1(b).

2.2 Loan Accounts. (a) The Loans made by each Bank shall be
evidenced by one or more loan accounts or records maintained by such Bank in
the ordinary course of business. The loan accounts or records maintained by
the Agent and each Bank shall be presumptive evidence of the amount of the
Loans made by the Banks to the applicable Borrower and the interest and
payments thereon. Any failure so to record or any error in doing so shall not,
however, limit or otherwise affect the obligation of the Borrowers hereunder to
pay any amount owing with respect to the Loans.

(b) The Loans made by such Bank shall also be evidenced by one or more
Notes as provided herein. Each such Bank shall endorse on the schedules
annexed to its Note(s) the date, amount and maturity of each Loan made by it
and the amount and Applicable Currency of each payment of principal made by the
applicable Borrower with respect thereto. Each such Bank is irrevocably
authorized by the Borrowers to endorse its Note(s) and each Bank's record shall
be conclusive absent manifest error; provided,

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however, that the failure of a Bank to make, or an error in making, a notation
thereon with respect to any Loan shall not limit or otherwise
affect the obligations of the Borrowers hereunder or under any such
Note to such Bank.

2.3 Procedure for Borrowing. (a) Each Borrowing shall be made upon
the applicable Borrower's irrevocable written notice in substantially the form
attached hereto as Exhibit 2.3 (or telephonic notice promptly confirmed in
writing) delivered to the Agent in the form of a Notice of Borrowing (which
notice must be received by the Agent prior to 10:30 a.m. (Chicago time) (i) four
Business Days prior to the requested Borrowing Date, in the case of Offshore
Currency Loans; (ii) two Business Days prior to the requested Borrowing Date, in
the case of Offshore Rate Loans denominated in Dollars; and (iii) on the
requested Borrowing Date, in the case of Base Rate Loans), specifying:

(A) the applicable Borrower;

(B) the amount of the Borrowing, which shall be in
an aggregate amount not less than the Minimum Tranche;

(D) the Type of Loans comprising the Borrowing;

(E) the duration of the Interest Period applicable to such
Loans included in such notice. If the Notice of Borrowing
fails to specify the duration of the Interest Period for any
Borrowing comprised of Offshore Rate Loans, such Interest
Period shall be three months; and

(F) in the case of a Borrowing comprised
of Offshore Currency Loans, the Applicable Currency.

provided, however, that with respect to the Borrowing to be made on the Closing
Date, the Notice of Borrowing shall be delivered to the Agent not later than
10:30 a.m. (Chicago time) on the Closing Date and such Borrowing will consist
of Base Rate Loans or, Offshore Rate Loan in Dollars if the applicable Borrower
has notified the Agent and the Banks at least three Business Days prior to the
Closing Date and at such time has agreed to pay losses and expenses, in the
same manner as required by Section 3.4 in the event the initial Borrowing does
not occur in accordance with such request.

(b) The Dollar Equivalent amount of any Borrowing in an Offshore
Currency will be determined by the Agent for such Borrowing on the Computation
Date therefor in accordance with subsection 2.5(a). Upon receipt of the Notice
of Borrowing, the Agent will promptly notify each Bank thereof and of the
amount of

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such Bank's Pro Rata Share of the Borrowing. In the case of a Borrowing
comprised of Offshore Currency Loans, the Agent will, upon the determination of
the Dollar Equivalent amount of the Borrowing as specified in the Notice of
Borrowing, promptly notify each Bank of such Dollar Equivalent amount.

(c) Each Bank will make the amount of its Pro Rata Share
of each Borrowing available to the Agent for the account of the Borrower at the
Agent's Payment Office on the Borrowing Date requested by such Borrower in the
Same Day Funds and in the requested currency (i) in the case of a Borrowing
comprised of Loans in Dollars, by 12:00 noon (Chicago time), (ii) in the case
of a Borrowing comprised of Offshore Currency Loans, by such time, on or after
12:00 noon (local time at the place of funding) as the Agent may specify. The
proceeds of all such Loans will then be made available to the applicable
Borrower by the Agent at such office by crediting the account of the applicable
Borrower on the books of BofA with the aggregate of the amounts made available
to the Agent by the Banks and in or by wire transfer in accordance with written
instructions provided to the Agent by the applicable Borrower of like funds as
received by the Agent.

(d) After giving effect to any Borrowing, there may not
be more than eight different Interest Periods in effect.

2.4 Conversion and Continuation Elections. (a) The applicable
Borrower may, upon irrevocable written notice to the Agent in accordance with
subsection 2.4(b):

(i) elect, as of any Business Day, in the case of
Base Rate Loans, or as of the last day of the applicable Interest
Period, in the case of any other Type of Loans denominated in Dollars,
to convert any such Loans (or any part thereof in an amount not less
than the Minimum Tranche) into Loans in Dollars of any other Type; or

(ii) elect, as of the last day of the applicable
Interest Period, to continue any Loans having Interest Periods
expiring on such day (or any part thereof in an amount not less than
the Minimum Tranche);

provided, that if at any time the aggregate amount of Offshore Rate Loans
denominated in Dollars in respect of any Borrowing is reduced, by payment,
prepayment, or conversion of part thereof to be less than $1,000,000, such
Offshore Rate Loans denominated in Dollars shall automatically convert into
Base Rate Loans, and on and after such date the right of the applicable
Borrower to continue such Loans as, and convert such Loans into Offshore Rate
Loans shall terminate.

(b) The applicable Borrower shall deliver a Notice of
Conversion/Continuation to be received by the Agent not later than 10:30 a.m.
(Chicago time) (i) at least two Business Days in advance of the
Conversion/Continuation Date, if the Loans are to be converted into or
continued as Offshore Rate Loans denominated

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in Dollars; (ii) at least four Business Days in advance of the continuation
date, if the Loans are to be continued as Offshore Currency Loans; and (iii) on
the Conversion/Continuation Date, if the Loans are to be converted into Base
Rate Loans, specifying:

(A) the proposed Conversion/Continuation
Date;

(B) the aggregate amount of Loans to be
converted or continued;

(D) other than in the case of
conversions into Base Rate Loans, the duration of the
requested Interest Period.

(c) If upon the expiration of any Interest Period
applicable to Offshore Rate Loans in Dollars, the applicable Borrower has
failed to select timely a new Interest Period to be applicable to such Offshore
Rate Loans, as the case may be, or if any Default or Event of Default then
exists, the applicable Borrower shall be deemed to have elected to convert such
Offshore Rate Loans into Base Rate Loans effective as of the expiration date of
such Interest Period. If the applicable Borrower has failed to select a new
Interest Period to be applicable to Offshore Currency Loans prior to the fourth
Business Day in advance of the expiration date of the current Interest Period
applicable thereto as provided in subsection 2.4(b), or if any Default or Event
of Default shall then exist, subject to the provisions of subsection 2.5(d),
the applicable Borrower shall be deemed to have elected to continue such
Offshore Currency Loans on the basis of a one month Interest Period. The Agent
shall give the applicable Borrower prompt written notice of any such conversion
or continuation.

(d) The Agent will promptly notify each Bank of its
receipt of a Notice of Conversion/Continuation, or, if no timely notice is
provided by the applicable Borrower, the Agent will promptly notify each Bank
of the details of any automatic conversion. All conversions and continuations
shall be made ratably according to the respective outstanding principal amounts
of the Loans with respect to which the notice was given held by each Bank.

(e) Unless the Majority Banks otherwise agree, during the
existence of a Default or Event of Default, no Borrower may elect to have a
Loan in Dollars converted into or continued as an Offshore Rate Loan in Dollars
or an Offshore Currency Loan continued on the basis of an Interest Period
exceeding one month.

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(f) After giving effect to any conversion or continuation
of Loans, there may not be more than eight different Interest Periods in
effect.

2.5 Utilization of Revolving Commitments in Offshore Currencies.
(a) The Agent will determine the Dollar Equivalent amount with respect to any
(i) Borrowing comprised of Offshore Currency Loans as of the requested
Borrowing Date, (ii) outstanding Offshore Currency Loans as of the last Banking
Day of each month, and (iii) outstanding Offshore Currency Loans as of any
redenomination date pursuant to this Section 2.5 or Section 3.5 (each such date
under clauses (i) through (iii) a "Computation Date").

(b) In the case of a proposed Borrowing comprised of
Offshore Currency Loans, the Banks shall be under no obligation to make
Offshore Currency Loans in the requested Offshore Currency as part of such
Borrowing if the Agent has received notice from any of the Banks by 3:00 p.m.
(Chicago time) four Business Days prior to the day of such Borrowing that such
Bank cannot provide Loans in the requested Offshore Currency, in which event
the Agent will give notice to the applicable Borrower no later than 10:30 a.m.
(Chicago time) on the third Business Day prior to the date of such Borrowing
that the Borrowing in the requested Offshore Currency is not then available,
and notice thereof also will be given promptly by the Agent to the Banks. If
the Agent shall have so notified the applicable Borrower that any such
Borrowing in a requested Offshore Currency is not then available, the
applicable Borrower may, by notice to the Agent not later than 5:00 p.m.
(Chicago time) three Business Days prior to the requested date of such
Borrowing, withdraw the Notice of Borrowing relating to such requested
Borrowing. If the applicable Borrower does so withdraw such Notice of
Borrowing, the Borrowing requested therein shall not occur and the Agent will
promptly notify each Bank. If the applicable Borrower does not so withdraw
such Notice of Borrowing, the Agent will promptly notify each Bank and such
Notice of Borrowing shall be deemed to be a Notice of Borrowing that requests a
Borrowing comprised of Base Rate Loans in an aggregate amount equal to the
amount of the originally requested Borrowing as expressed in Dollars in the
Notice of Borrowing; and in such notice by the Agent to each Bank the Agent
will state such aggregate amount of such Borrowing in Dollars and such Bank's
Pro Rata Share thereof.

(c) In the case of a proposed continuation of Offshore
Currency Loans for an additional Interest Period pursuant to Section 2.4, the
Banks shall be under no obligation to continue such Offshore Currency Loans if
the Agent has received notice from any of the Banks by 3:00 p.m. (Chicago time)
four Business Days prior to the day of such continuation that such Bank cannot
continue to provide Loans in the relevant Offshore Currency, in which event the
Agent will give notice to the applicable Borrower not later than 10:30 a.m.
(Chicago time) on the third Business Day prior to the requested date of such
continuation that the continuation of such Offshore Currency Loans in the
relevant

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Offshore Currency is not then available, and notice thereof also will be given
promptly by the Agent to the Banks. If the Agent shall have so notified the
applicable Borrower that any such continuation of Offshore Currency Loans is
not then available, any Notice of Continuation/Conversion with respect thereto
shall be deemed withdrawn and such Offshore Currency Loans shall be
redenominated into Base Rate Loans in Dollars with effect from the last day of
the Interest Period with respect to any such Offshore Currency Loans. The
Agent will promptly notify the applicable Borrower and the Banks of any such
redenomination and in such notice by the Agent to each Bank the Agent will
state the aggregate Dollar Equivalent amount of the redenominated Offshore
Currency Loans as of the Computation Date with respect thereto and such Bank's
Pro Rata Share thereof.

(d) Notwithstanding anything herein to the contrary,
during the existence of a Default or an Event of Default, upon the request of
the Majority Banks, all or any part of any outstanding Offshore Currency Loans
shall be redenominated and converted into Base Rate Loans in Dollars with
effect from the last day of the Interest Period with respect to any such
Offshore Currency Loans. The Agent will promptly notify the applicable
Borrower of any such redenomination and conversion request.

(e) The Borrowers shall be entitled to request that
Revolving Loans hereunder also be permitted to be made in any other lawful
currency constituting a eurocurrency (other than Dollars), in addition to the
eurocurrencies specified in the definition of "Offshore Currency" herein, that
in the opinion of the Agent and the Majority Banks is at such time freely
traded in the offshore interbank foreign exchange markets and is freely
transferable and freely convertible into Dollars (an "Agreed Alternative
Currency"). A Borrower shall deliver to the Agent any request for designation
of an Agreed Alternate Currency in accordance with Section 11.2, to be received
by the Agent not later than 10:30 a.m. (Chicago time) at least ten Business
Days in advance of the date of any Borrowing hereunder proposed to be made in
such Agreed Alternate Currency. Upon receipt of any such request the Agent
will promptly notify the Banks thereof, and each Bank will use its best efforts
to respond to such request within two Business Days of receipt thereof. Each
Bank may grant or accept such request in its sole discretion. The Agent will
promptly notify the applicable Borrower of the acceptance or rejection of any
such request.

2.6 Voluntary Reduction of Commitments. The Borrowers may, upon
not less than five Business Days' prior notice to the Agent, terminate the
Commitments, or permanently reduce the Commitments by an aggregate minimum
Dollar Equivalent amount of $2,000,000 or any Dollar Equivalent multiple of
$1,000,000 in excess thereof; unless, after giving effect thereto and to any
prepayments of Loans made on the effective date thereof, the sum of the
then-outstanding principal Dollar Equivalent amount of the Loans would exceed
the amount of the combined Commitments then in effect. Once reduced in
accordance with this Section, the Commitments may

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not be increased. Any reduction of the Commitments shall be applied to each
Bank according to its Pro Rata Share. All accrued commitment fees to, but not
including the effective date of any reduction or termination of Commitments,
shall be paid on the effective date of such reduction or termination.

2.7 Optional Prepayments. Subject to Section 3.4, any Borrower
may, at any time or from time to time, upon not less than 5 Business Days'
irrevocable notice to the Agent, ratably prepay Loans in whole or in part, in
minimum Dollar Equivalent amounts of $1,000,000 or any multiple of 500,000
units of the Applicable Currency in excess thereof. The applicable Borrower
shall deliver a notice of prepayment in accordance with Section 11.2 to be
received by the Agent not later than 10:30 a.m. (Chicago time) (i) at least
four Business Days in advance of the prepayment date if the Loans to be prepaid
are Offshore Currency Loan or at least two Business Days in advance of the
prepayment date if the Loans to be prepaid are Offshore Rate Loans in Dollars,
and (iii) on the prepayment date if the Loans to be prepaid are Base Rate
Loans. Such notice of prepayment shall specify the date and amount of such
prepayment, the applicable Borrower and whether such prepayment is of Base Rate
Loans, or Offshore Rate Loans, or any combination thereof, and the Applicable
Currency. Such notice shall not thereafter be revocable by the applicable
Borrower and the Agent will promptly notify each Bank thereof and of such
Bank's Pro Rata Share of such prepayment. If such notice is given by a
Borrower, such Borrower shall make such prepayment and the payment amount
specified in such notice shall be due and payable on the date specified
therein, together with accrued interest to each such date on the amount prepaid
and any amounts required pursuant to Section 3.4.

2.8 Currency Exchange Fluctuations. Subject to Section 3.4, if on
any Computation Date the Agent shall have determined that the aggregate Dollar
Equivalent principal amount of all Loans then outstanding exceeds the combined
Commitments of the Banks by more than $125,000, due to a change in applicable
rates of exchange between Dollars and Offshore Currencies, then the Agent shall
give notice to the Borrowers that a prepayment is required under this Section,
and the Borrowers, jointly and severally agree thereupon to make prepayments of
Loans such that, after giving effect to such prepayment the aggregate Dollar
Equivalent amount of all Loans does not exceed the combined Commitments.

2.9 Repayment. The Borrowers, jointly and severally, agree to
repay to the Banks on the Revolving Termination Date the aggregate principal
amount of Revolving Loans and all other unpaid Obligations then due and
outstanding on such date.

2.10 Interest. (a) Each Loan shall bear interest on the
outstanding principal amount thereof from the applicable Borrowing Date at a
rate per annum equal to the Offshore Rate plus the Applicable Margin or the
Base Rate, as the case may be (and subject to the Borrower's right to convert
to other Types of Loans under Section 2.4).

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(b) The applicable Borrower shall pay interest on each
Loan made to it in arrears on each Interest Payment Date. Interest shall also
be paid by the applicable Borrower on the date of any prepayment of Loans under
Section 2.7 or 2.8 for the portion of the Loans so prepaid and upon payment
(including prepayment) in full thereof and, during the existence of any Event
of Default, interest shall be paid by the applicable Borrower on demand of the
Agent at the request or with the consent of the Majority Banks.

(c) Notwithstanding subsection (a) of this Section, while
any Event of Default exists or after acceleration, the applicable Borrower
shall pay interest (after as well as before entry of judgment thereon to the
extent permitted by law) on the principal amount of all outstanding
Obligations, at a rate per annum which is determined by adding 2% per annum to
the sum of the rate then in effect for such Loans plus the Applicable Margin
and, in the case of Obligations not subject to an Applicable Margin, at a rate
per annum equal to the Base Rate plus 2%; provided, however, that, on and after
the expiration of any Interest Period applicable to any Offshore Rate Loan
outstanding on the date of occurrence of such Event of Default or acceleration,
the principal amount of such Loan shall, during the continuation of such Event
of Default or after acceleration, bear interest at a rate per annum equal to
the Base Rate plus 2%.

(d) Anything herein to the contrary notwithstanding, the
obligations of the Borrowers to any Bank hereunder shall be subject to the
limitation that payments of interest shall not be required for any period for
which interest is computed hereunder, to the extent (but only to the extent)
that contracting for or receiving such payment by such Bank would be contrary
to the provisions of any law applicable to such Bank limiting the highest rate
of interest that may be lawfully contracted for, charged or received by such
Bank, and in such event the Borrowers shall pay such Bank interest at the
highest rate permitted by applicable law.

2.11 Fees. (a) Arrangement, Agency Fees. The Borrowers shall pay
the fees to the Agent for the Agent's own account, as required by the letter
agreement ("Fee Letter") between the Borrowers and the Agent dated June 23,
1995.

(b) Commitment Fees. Filtertek agrees to pay to the
Agent for the account of each Bank a commitment fee on the average daily unused
portion of such Bank's Commitment, computed on a quarterly basis in arrears on
the last Business Day of each calendar quarter based upon the daily utilization
for that quarter as calculated by the Agent, equal to .15% per annum. Such
commitment fee shall accrue from the Closing Date to the Revolving Termination
Date and shall be due and payable quarterly in arrears on the last Business Day
of each calendar quarter commencing on June 30, 1995 through the Revolving
Termination Date, with the final payment to be made on the Revolving
Termination Date; provided that, in connection with any reduction or
termination of

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Commitments under Section 2.6 or Section 2.8, the accrued commitment fee
calculated for the period ending on such date shall also be paid on the date of
such reduction or termination, with the following quarterly payment being
calculated on the basis of the period from such reduction or termination date
to such quarterly payment date. The commitment fees provided in this
subsection shall accrue at all times after the above-mentioned commencement
date, including at any time during which one or more conditions in Article IV
are not met.

2.12 Computation of Fees and Interest. (a) All computations of
interest for Base Rate Loans when the Base Rate is determined by BofA's
"reference rate" shall be made on the basis of a year of 365 or 366 days, as
the case may be, and actual days elapsed. All other computations of fees and
interest shall be made on the basis of a 360-day year and actual days elapsed
(which results in more interest being paid than if computed on the basis of a
365-day year). Interest and fees shall accrue during each period during which
interest or such fees are computed from the first day thereof to the last day
thereof.

(b) For purposes of determining utilization of each
Bank's Commitment in order to calculate the commitment fee due under Section
2.11(b), the amount of any outstanding Offshore Currency Loan on any date shall
be determined based upon the Dollar Equivalent amount as of the most recent
Computation Date with respect to such Offshore Currency Loan.

(c) Each determination of an interest rate or a Dollar
Equivalent amount by the Agent shall be conclusive and binding on the Borrowers
and the Banks in the absence of manifest error. The Agent will, at the request
of a Borrower or any Bank, deliver to such Borrower or the Bank, as the case
may be, a statement showing the quotations used by the Agent in determining any
interest rate or Dollar Equivalent amount.

2.13 Payments by the Borrowers. (a) All payments to be made by the
Borrowers shall be made without set-off, recoupment or counterclaim. Except as
otherwise expressly provided herein, all payments by the Borrowers shall be
made to the Agent for the account of the Banks at the Agent's Payment Office,
and, with respect to principal of, interest on, and any other amounts relating
to, any Offshore Currency Loan, shall be made in the Offshore Currency in which
such Loan is denominated or payable, and, with respect to all other amounts
payable hereunder, shall be made in Dollars. Such payments shall be made in
Same Day Funds, and (i) in the case of Offshore Currency payments, no later
than such time on the dates specified herein as may be determined by the Agent
to be necessary for such payment to be credited on such date in accordance with
normal banking procedures in the place of payment, and (ii) in the case of any
Dollar payments, no later than 12:00 noon (Chicago time) on the date specified
herein. The Agent will promptly distribute to each Bank its Pro Rata Share (or
other applicable share as expressly provided herein) of such principal,
interest, fees or other amounts, in like funds as

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received. Any payment which is received by the Agent later than 12:00 noon
(Chicago time), or later than the time specified by the Agent as provided in
clause (i) above (in the case of Offshore Currency payments), shall be deemed
to have been received on the following Business Day and any applicable interest
or fee shall continue to accrue.

(b) Subject to the provisions set forth in the definition
of "Interest Period" herein, whenever any payment is due on a day other than a
Business Day, such payment shall be made on the following Business Day, and
such extension of time shall in such case be included in the computation of
interest or fees, as the case may be.

(c) Unless the Agent receives notice from the applicable
Borrower prior to the date on which any payment is due to the Banks that the
applicable Borrower will not make such payment in full as and when required,
the Agent may assume that the applicable Borrower has made such payment in full
to the Agent on such date in Same Day Funds and the Agent may (but shall not be
so required), in reliance upon such assumption, distribute to each Bank on such
due date an amount equal to the amount then due such Bank. If and to the
extent the Borrower has not made such payment in full to the Agent, each Bank
shall repay to the Agent on demand such amount distributed to such Bank,
together with interest thereon at the Federal Funds Rate or, in the case of a
payment in an Offshore Currency, the Overnight Rate, for each day from the date
such amount is distributed to such Bank until the date repaid.

(d) All payments on account of or with respect to any
Note and the principal of, and interest on, the Loans and all other amounts
payable under this Agreement by any Borrower to the Agent, any Issuing Bank or
any Bank shall be made in the Applicable Currency, without set-off or
counterclaim and free and clear of and without reduction by reason of all
present and future income, stamp and other taxes and levies, imposts, duties,
deductions, charges, compulsory loans and withholdings whatsoever imposed,
assessed, levied or collected by the U.S., any state or local government, any
foreign government, any territory or possession of the U.S. or any political
subdivision of taxing authority thereof or therein, together with interest
thereon and penalties with respect thereto, if any, on or in respect of this
Agreement, the Loans, any Note, the registration, notarization or other
formalization of any thereof, and any payments of principal, interest, charges,
fees or other amounts made on, under or in respect thereof, other than any tax
on or measured by the overall net income of a Bank pursuant to the income tax
laws of the United States or the jurisdictions where such Bank's principal or
lending offices are located (hereinafter called "Taxes"), all of which will be
paid by such Borrower, for its own account, prior to the date on which any
interest or penalties attach thereto.

(e) Each Borrower will indemnify the Agent and each Bank
against, and reimburse the Agent and each Bank on demand for,

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any Taxes and any loss, liability, claim, or expense including interest,
penalties, and legal fees which the Agent or the Bank may incur at any time
arising out of or in connection with any failure of such Borrower to make any
payments of Taxes when due.

(f) In the event that any Borrower is required by
applicable law, decree or regulation to deduct or withhold Taxes from any
amounts payable on, under or in respect of this Agreement or under any Note,
such Borrower shall pay in United States Dollars such additional amount as may
be required, after the deduction or withholding of Taxes, to enable the Agent
or the Issuing Banks, as the case may be, to receive from such Borrower an
amount equal to the amount stated to be payable under or with respect to this
Agreement or any Note.

(g) Each Borrower shall promptly furnish to the Agent
original tax receipts in respect of any withholding of Taxes required under
this Section 3.9 and any other information, documents and receipts that the
Agent may, in its sole discretion from time to time, require to establish to
its satisfaction that full and timely payment has been made of all Taxes
required to be paid under this Section 3.9.

(h) The covenants and agreements of the Borrowers under
this Section 2.13 shall survive the repayment of the Obligations and the Notes.

2.14 Payments by the Banks to the Agent. (a) Unless the Agent
receives notice from a Bank on or prior to the Closing Date or, with respect to
any Borrowing after the Closing Date, at least one Business Day prior to the
date of such Borrowing, that such Bank will not make available as and when
required hereunder to the Agent for the account of the Borrower the amount of
that Bank's Pro Rata Share of the Borrowing, the Agent may assume that each
Bank has made such amount available to the Agent in Same Day Funds on the
Borrowing Date and the Agent may (but shall not be so required), in reliance
upon such assumption, make available to the Borrower on such date a
corresponding amount. If and to the extent any Bank shall not have made its
full amount available to the Agent in Same Day Funds and the Agent in such
circumstances has made available to the Borrower such amount, that Bank shall
on the Business Day following such Borrowing Date make such amount available to
the Agent, together with interest at the Federal Funds Rate or, in the case of
any Borrowing consisting of Offshore Currency Loans, the Overnight Rate, for
each day during such period. A notice of the Agent submitted to any Bank with
respect to amounts owing under this subsection 2.14(a) shall be conclusive,
absent manifest error. If such amount is so made available, such payment to
the Agent shall constitute such Bank's Loan on the date of Borrowing for all
purposes of this Agreement. If such amount is not made available to the Agent
on the Business Day following the Borrowing Date, the Agent will notify the
Borrowers of such failure to fund and, upon demand by the Agent, the Borrowers,
jointly and severally, agree to pay such amount to the Agent for the Agent's
account, together with interest thereon

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for each day elapsed since the date of such Borrowing, at a rate per annum
equal to the interest rate applicable at the time to the Loans comprising such
Borrowing.

(b) The failure of any Bank to make any Loan on any
Borrowing Date shall not relieve any other Bank of any obligation hereunder to
make a Loan on such Borrowing Date, but no Bank shall be responsible for the
failure of any other Bank to make the Loan to be made by such other Bank on any
Borrowing Date.

2.15 Sharing of Payments, Etc. If, other than as expressly
provided elsewhere herein, any Bank shall obtain on account of the Loans made
by it any payment (whether voluntary, involuntary, through the exercise of any
right of set-off, or otherwise) in excess of its Pro Rata Share, such Bank
shall immediately (a) notify the Agent of such fact, and (b) purchase from the
other Banks such participations in the Loans made by them as shall be necessary
to cause such purchasing Bank to share the excess payment pro rata with each of
them; provided, however, that if all or any portion of such excess payment is
thereafter recovered from the purchasing Bank, such purchase shall to that
extent be rescinded and each other Bank shall repay to the purchasing Bank the
purchase price paid therefor, together with an amount equal to such paying
Bank's ratable share (according to the proportion of (i) the amount of such
paying Bank's required repayment to (ii) the total amount so recovered from the
purchasing Bank) of any interest or other amount paid or payable by the
purchasing Bank in respect of the total amount so recovered. The Borrowers
agree that any Bank so purchasing a participation from another Bank may, to the
fullest extent permitted by law, exercise all its rights of payment (including
the right of set-off, but subject to Section 11.9) with respect to such
participation as fully as if such Bank were the direct creditor of the Borrower
in the amount of such participation. The Agent will keep records (which shall
be conclusive and binding in the absence of manifest error) of participations
purchased under this Section and will in each case notify the Banks following
any such purchases or repayments.

ARTICLE III

TAXES, YIELD PROTECTION AND ILLEGALITY

3.1 Taxes. (a) Any and all payments by any Borrower to each Bank
or the Agent under this Agreement and any other Loan Document shall be made
free and clear of, and without deduction or withholding for any Taxes. In
addition, the Borrowers shall pay all Other Taxes.

(b) The Borrowers, jointly and severally agree to
indemnify and hold harmless each Bank and the Agent for the full amount of
Taxes or Other Taxes (including any Taxes or Other Taxes imposed by any
jurisdiction on amounts payable under this Section) paid by the Bank or the
Agent and any liability (including penalties, interest, additions to tax and
expenses) arising

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therefrom or with respect thereto, whether or not such Taxes or Other Taxes
were correctly or legally asserted. Payment under this indemnification shall
be made within 30 days after the date the Bank or the Agent makes written
demand therefor.

(c) If any Borrower shall be required by law to deduct or
withhold any Taxes or Other Taxes from or in respect of any sum payable
hereunder to any Bank or the Agent, then:

(i) the sum payable shall be increased as
necessary so that after making all required deductions and
withholdings (including deductions and withholdings applicable to
additional sums payable under this Section) such Bank or the Agent, as
the case may be, receives an amount equal to the sum it would have
received had no such deductions or withholdings been made;

(ii) the applicable Borrower shall make such
deductions and withholdings;

(iii) the applicable Borrower shall pay the full
amount deducted or withheld to the relevant taxing authority or other
authority in accordance with applicable law; and

(iv) the applicable Borrower shall also pay to
each Bank or the Agent for the account of such Bank, at the time
interest is paid, all additional amounts which the respective Bank
specifies in writing in reasonable detail as necessary to preserve the
after-tax yield the Bank would have received if such Taxes or Other
Taxes had not been imposed.

(d) Within 30 days after the date of any payment by a
Borrower of Taxes or Other Taxes, such Borrower shall furnish the Agent the
original or a certified copy of a receipt evidencing payment thereof, or other
evidence of payment satisfactory to the Agent.

(e) If a Borrower is required to pay additional amounts
to any Bank or the Agent pursuant to subsection (c) of this Section, then such
Bank shall use reasonable efforts (consistent with legal and regulatory
restrictions) to change the jurisdiction of its Lending Office so as to
eliminate any such additional payment by such Borrower which may thereafter
accrue, if such change in the judgment of such Bank is not otherwise
disadvantageous to such Bank or take such other non-disadvantageous action, if
any, which, in its sole discretion, it may deem appropriate to eliminate any
such additional payment.

3.2 Illegality. (a) If any Bank determines that the introduction
of any Requirement of Law, or any change in any Requirement of Law, or in the
interpretation or administration of any Requirement of Law, has made it
unlawful, or that any central bank or other Governmental Authority has asserted
that it is unlawful, for any Bank or its applicable Lending Office to make
Offshore Rate Loans (including Offshore Rate Loans in any

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Applicable Currency), then, on notice thereof by the Bank to the
Borrowers through the Agent, any obligation of that Bank to make Offshore
Rate Loans shall be suspended until the Bank notifies the Agent and the
Borrowers that the circumstances giving rise to such determination no longer
exist.

(b) If a Bank determines that it is unlawful to maintain
any Offshore Rate Loan, the Borrowers shall, upon receipt of notice of such
fact and demand from such Bank (with a copy to the Agent), prepay in full such
Offshore Rate Loans of that Bank then outstanding, together with interest
accrued thereon and amounts required under Section 3.4, either on the last day
of the Interest Period thereof, if the Bank may lawfully continue to maintain
such Offshore Rate Loans to such day, or immediately, if the Bank may not
lawfully continue to maintain such Offshore Rate Loan. If any Borrower is
required to so prepay any Offshore Rate Loan, then concurrently with such
prepayment, such Borrower shall borrow from the affected Bank, in the amount of
such repayment, a Base Rate Loan.

(c) If the obligation of any Bank to make or maintain
Offshore Rate Loans has been so terminated or suspended, the Borrowers may
elect, by giving notice to the Bank through the Agent that all Loans which
would otherwise be made by the Bank as Offshore Rate Loans shall be instead
Base Rate Loans.

(d) Before giving any notice to the Agent under this
Section, the affected Bank shall designate a different Lending Office with
respect to its Offshore Rate Loans if such designation will avoid the need for
giving such notice or making such demand and will not, in the judgment of the
Bank, be illegal or otherwise disadvantageous to the Bank.

3.3 Increased Costs and Reduction of Return. (a) If any Bank
determines that, due to either (i) the introduction of or any change (other
than any change by way of imposition of or increase in reserve requirements
included in the calculation of the Offshore Rate or in respect of the
assessment rate payable by any Bank to the FDIC for insuring U.S. deposits) in
or in the interpretation of any law or regulation or (ii) the compliance by
that Bank with any guideline or request from any central bank or other
Governmental Authority (whether or not having the force of law), there shall be
any increase in the cost to such Bank of agreeing to make or making, funding or
maintaining any Offshore Rate Loans, then the Borrowers shall be liable for,
and shall from time to time, upon demand (with a copy of such demand to be sent
to the Agent), pay to the Agent for the account of such Bank, additional
amounts as are sufficient to compensate such Bank for such increased costs.

(b) If any Bank shall have determined that (i) the
introduction of any Capital Adequacy Regulation, (ii) any change in any Capital
Adequacy Regulation, (iii) any change in the interpretation or administration
of any Capital Adequacy Regulation by any central bank or other Governmental
Authority

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charged with the interpretation or administration thereof, or (iv) compliance
by the Bank (or its Lending Office) or any corporation controlling the Bank
with any Capital Adequacy Regulation, affects or would affect the amount of
capital required or expected to be maintained by the Bank or any corporation
controlling the Bank and (taking into consideration such Bank's or such
corporation's policies with respect to capital adequacy and such Bank's desired
return on capital) determines that the amount of such capital is increased as a
consequence of its Commitment[s], loans, credits or obligations under this
Agreement, then, upon demand of such Bank to the Borrowers through the Agent,
the Borrowers shall pay to the Bank, from time to time as specified by the
Bank, additional amounts sufficient to compensate the Bank for such increase.

3.4 Funding Losses. The Borrowers shall reimburse each Bank and
hold each Bank harmless from any loss or expense which the Bank may sustain or
incur as a consequence of:

(a) the failure of any Borrower to make on a timely basis
any payment of principal of any Offshore Rate Loan;

(b) the failure of any Borrower to borrow, continue or
convert a Loan after such Borrower has given (or is deemed to have given) a
Notice of Borrowing or a Notice of Conversion/ Continuation;

(d) the prepayment (including pursuant to Section 2.7 or
2.8) or other payment (including after acceleration thereof) of an Offshore
Rate Loan on a day that is not the last day of the relevant Interest Period; or

(e) the automatic conversion under Section 2.4 of any
Offshore Rate Loan to a Base Rate Loan on a day that is not the last day of the
relevant Interest Period;

including any such loss or expense arising from the liquidation or reemployment
of funds obtained by it to maintain its Offshore Rate Loans or from fees
payable to terminate the deposits from which such funds were obtained or from
charges relating to any Offshore Currency Loans. For purposes of calculating
amounts payable by a Borrower to the Banks under this Section and under
subsection 3.3(a), each Offshore Rate Loan made by a Bank (and each related
reserve, special deposit or similar requirement) shall be conclusively deemed
to have been funded at the IBOR used in determining the Offshore Rate for such
Offshore Rate Loan by a matching deposit or other borrowing in the interbank
offshore market for a comparable amount and for a comparable period, whether or
not such Offshore Rate Loan is in fact so funded.

3.5 Inability to Determine Rates. If the Agent determines that
for any reason adequate and reasonable means do not exist for determining the
Offshore Rate for any requested Interest Period

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with respect to a proposed Offshore Rate Loan, or that the Offshore Rate
applicable pursuant to subsection 2.9(a) for any requested Interest Period with
respect to a proposed Offshore Rate Loan does not adequately and fairly reflect
the cost to the Banks of funding such Loan, the Agent will promptly so notify
the Borrowers and each Bank. Thereafter, the obligation of the Banks to make
or maintain Offshore Rate Loans, as the case may be, hereunder shall be
suspended until the Agent upon the instruction of the Majority Banks revokes
such notice in writing. Upon receipt of such notice, any Borrower may revoke
any Notice of Borrowing or Notice of Conversion/ Continuation then submitted by
it. If the applicable Borrower does not revoke such Notice, the Banks shall
make, convert or continue the Loans, as proposed by such Borrower, in the
amount specified in the applicable notice submitted by such Borrower, but such
Loans shall be made, converted or continued as Base Rate Loans instead of
Offshore Rate Loans. In the case of any Offshore Currency Loans, the Borrowing
or continuation shall be in an aggregate amount equal to the Dollar Equivalent
amount of the originally requested Borrowing or continuation in the Offshore
Currency, and to that end any outstanding Offshore Currency Loans which are the
subject of any continuation shall be redenominated and converted into Base Rate
Loans in Dollars with effect from the last day of the Interest Period with
respect to any such Offshore Currency Loans.

3.6 Certificates of Banks. Any Bank claiming reimbursement or
compensation under this Article III shall deliver to the Borrowers (with a copy
to the Agent) a certificate setting forth in reasonable detail the amount
payable to the Bank hereunder and such certificate shall be conclusive and
binding on the Borrowers in the absence of manifest error.

3.7 Substitution of Banks. Upon the receipt by a Borrower from
any Bank (an "Affected Bank") of a claim for compensation under Section 3.3,
such Borrower may: (i) request the Affected Bank to use its best efforts to
obtain a replacement bank or financial institution satisfactory to the
Borrowers to acquire and assume all or a ratable part of all of such Affected
Bank's Loans and Commitment (a "Replacement Bank"); (ii) request one more of
the other Banks to acquire and assume all or part of such Affected Bank's Loans
and Commitment; or (iii) designate a Replacement Bank. Any such designation of
a Replacement Bank under clause (i) or (iii) shall be subject to the prior
written consent of the Agent (which consent shall not be unreasonably
withheld).

3.8 Survival. The agreements and obligations of the Borrowers in
this Article III shall survive the payment of all other Obligations.

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ARTICLE IV

CONDITIONS PRECEDENT

4.1 Conditions of Initial Loans. The obligation of each Bank to
make its initial Loan hereunder is subject to the condition that the Agent have
received on or before the Closing Date all of the following, in form and
substance satisfactory to the Agent and each Bank, and in sufficient copies for
each Bank:

(a) Loan Documents.

(i) this Agreement, executed and delivered by a
duly authorized officer of the Company and of Filtertek;

(ii) for the account of each Bank, a Note
conforming to the requirements hereof and executed by a duly
authorized officer of the Company and of Filtertek;

(iii) the Intercompany Note Pledge Agreement executed
and delivered by a duly authorized officer of the Company and each
Domestic Subsidiary in favor of the Agent for the benefit of the
Banks; and

(iv) the Subsidiary Guarantee Agreement, executed
and delivered by a duly authorized officer of each of the Subsidiary
Guarantors party thereto; and

(v) the Intercreditor and Subordination Agreement
in substantially the form of Exhibit I executed and delivered by
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, and a duly authorized officer of each of the
Borrowers.

(b) Resolutions; Incumbency.

(i) Copies of the resolutions of the board of
directors of the Company, Filtertek and each Subsidiary Guarantor
authorizing the transactions contemplated hereby, certified as of the
Closing Date by the Secretary or an Assistant Secretary of the
Company, Filtertek or each Subsidiary Guarantor, as the case may be;
and

(ii) A certificate of the Secretary or Assistant
Secretary of the Company, Filtertek and each Subsidiary Guarantor
certifying the names and true signatures of the officers of the
Company, Filtertek or such Subsidiary authorized to execute, deliver
and perform, as applicable, this Agreement, and all other Loan
Documents to be delivered by it hereunder;

(i) the articles or certificate of incorporation
and the bylaws of the Company, Filtertek and each Subsidiary

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Guarantor as in effect on the Closing Date, certified by the Secretary
or Assistant Secretary of such person as of the Closing Date; and

(ii) a good standing certificate for the Company,
Filtertek and each Subsidiary Guarantor from the Secretary of State
(or similar, applicable Governmental Authority) of its state of
incorporation and each state where the Company, Filtertek or such
Subsidiary is qualified to do business as a foreign corporation as of
a recent date, together with bring-down certificates by facsimile,
dated the Closing Date;

(d) Legal Opinion. An opinion of ▇▇▇▇▇▇ Price ▇▇▇▇▇▇▇ &
Kammholz, counsel to the Company, Filtertek and the Subsidiary Guarantors and
addressed to the Agent and the Banks, substantially in the form of Exhibit D;

(e) Payment of Fees. Evidence of payment by the
Borrowers of all accrued and unpaid fees, costs and expenses to the extent then
due and payable on the Closing Date, together with Attorney Costs of BofA to
the extent invoiced prior to or on the Closing Date, plus such additional
amounts of Attorney Costs as shall constitute BofA's reasonable estimate of
Attorney Costs incurred or to be incurred by it through the closing proceedings
(provided that such estimate shall not thereafter preclude final settling of
accounts between the Borrowers and BofA); including any such costs, fees and
expenses arising under or referenced in Sections 2.10 and 11.4;

(f) Certificate. A certificate signed by a Responsible
Officer, dated as of the Closing Date, stating that:

(i) the representations and warranties contained
in Article V are true and correct on and as of such date, as though
made on and as of such date;

(ii) no Default or Event of Default exists or
would result from the initial Borrowing; and

(iii) there has occurred since December 31, 1994,
no event or circumstance that has resulted or could reasonably be
expected to result in a Material Adverse Effect;

(g) Termination of Existing Credit Agreements. On or
prior to the date of the Initial Loan, the total commitments under each of the
Existing Credit Agreements shall have been terminated, all loans thereunder
shall have been repaid in full, together with interest thereon, all letters of
credit, if any, issued thereunder shall have been terminated and all other
amounts owing pursuant to the Existing Credit Agreement shall have been
terminated on terms and conditions satisfactory to Agent and the Banks and be
of no further force or effect.

(h) Other Documents. Such other approvals, opinions,
documents or materials as the Agent or any Bank may request.

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4.2 Conditions to All Borrowings. The obligation of each Bank to
make any Loan to be made by it (including its initial Loan) is subject to the
satisfaction of the following conditions precedent on the relevant Borrowing
Date:

(a) Notice of Borrowing or Issuance. The Agent shall
have received a Notice of Borrowing;

(b) Continuation of Representations and Warranties. The
representations and warranties in Article V shall be true and correct on and as
of such Borrowing Date with the same effect as if made on and as of such
Borrowing Date (except to the extent such representations and warranties
expressly refer to an earlier date, in which case they shall be true and
correct as of such earlier date); and

Each Notice of Borrowing submitted by a Borrower hereunder shall constitute a
representation and warranty by the Borrowers hereunder, as of the date of each
such notice and as of each Borrowing Date or date of issuance, as the case may
be, that the conditions in Section 4.2 are satisfied.

ARTICLE V

REPRESENTATIONS AND WARRANTIES

The Borrowers, jointly and severally represent and warrant to the
Agent and each Bank that:

5.1 Corporate Existence and Power. The Company and each of its
Subsidiaries:

(a) is a corporation duly organized, validly existing and
in good standing under the laws of the jurisdiction of its incorporation;

(b) has the power and authority and all governmental
licenses, authorizations, consents and approvals to own its assets, carry on
its business and to execute, deliver, and perform its obligations under the
Loan Documents;

(c) is duly qualified as a foreign corporation and is
licensed and in good standing under the laws of each jurisdiction where its
ownership, lease or operation of property or the conduct of its business
requires such qualification or license except where the failure to be so
qualified would not have a Material Adverse Effect; and

(d) is in compliance with all Requirements of Law;
except, in each case referred to in clause (c) or clause (d), to

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the extent that the failure to do so could not reasonably be expected to have a
Material Adverse Effect.

5.2 Corporate Authorization; No Contravention. The execution,
delivery and performance by the Borrowers of this Agreement and each other Loan
Document to which any Borrower is party, have been duly authorized by all
necessary corporate action, and do not and will not:

(a) contravene the terms of any of the Company's or its
Subsidiaries' Organization Documents;

(b) conflict with or result in any breach or
contravention of, or the creation of any Lien under, any document evidencing
any Contractual Obligation to which the Company or any of its Subsidiaries is a
party or any order, injunction, writ or decree of any Governmental Authority to
which the Company or its Subsidiaries or their property is subject; or

5.3 Governmental Authorization. No approval, consent, exemption,
authorization, or other action by, or notice to, or filing with, any
Governmental Authority is necessary or required in connection with the
execution, delivery or performance by, or enforcement against, the Company or
any of its Subsidiaries of the Agreement or any other Loan Document.

5.4 Binding Effect. This Agreement and each other Loan Document
to which a Borrower is a party constitute the legal, valid and binding
obligations of such Borrower, enforceable against such Borrower in accordance
with their respective terms, except as enforceability may be limited by
applicable bankruptcy, insolvency, or similar laws affecting the enforcement of
creditors' rights generally or by equitable principles relating to
enforceability.

5.5 Litigation. Except as specifically disclosed in Schedule 5.5,
there are no actions, suits, proceedings, claims or disputes pending, or to the
best knowledge of any Borrower, threatened or contemplated, at law, in equity,
in arbitration or before any Governmental Authority, against the Company, or
its Subsidiaries or any of their respective properties which:

(a) purport to affect or pertain to this Agreement or any
other Loan Document, or any of the transactions contemplated hereby or thereby;
or

(b) if determined adversely to the Company or its
Subsidiaries, would reasonably be expected to have a Material Adverse Effect.
No injunction, writ, temporary restraining order or any order of any nature has
been issued by any court or other Governmental Authority purporting to enjoin
or restrain the execution, delivery or performance of this Agreement or any
other Loan Document, or directing that the transactions provided for

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herein or therein not be consummated as herein or therein provided.

5.6 No Default. No Default or Event of Default exists or would
result from the incurring of any Obligations by the Borrowers. As of the
Closing Date, neither the Company nor any Subsidiary is in default under or
with respect to any Contractual Obligation in any respect which, individually
or together with all such defaults, could reasonably be expected to have a
Material Adverse Effect, or that would, if such default had occurred after the
Closing Date, create an Event of Default under subsection 8.1(e).

5.7 ERISA Compliance. Except as specifically disclosed in
Schedule 5.7:

(a) Each Plan is in compliance in all material respects
with the applicable provisions of ERISA, the Code and other federal or state
law. Each Plan which is intended to qualify under Section 401(a) of the Code
has received a favorable determination letter from the IRS and to the best
knowledge of the Borrowers, nothing has occurred which would cause the loss of
such qualification. Each of the Borrowers and each ERISA Affiliate has made
all required contributions to any Plan subject to Section 412 of the Code, and
no application for a funding waiver or an extension of any amortization period
pursuant to Section 412 of the Code has been made with respect to any Plan.

(b) There are no pending or, to the best knowledge of
Borrowers, threatened claims, actions or lawsuits, or action by any
Governmental Authority, with respect to any Plan which has resulted or could
reasonably be expected to result in a Material Adverse Effect. There has been
no prohibited transaction or violation of the fiduciary responsibility rules
with respect to any Plan which has resulted or could reasonably be expected to
result in a Material Adverse Effect.

(c) (i) No ERISA Event has occurred or is reasonably
expected to occur; (ii) no Pension Plan has any Unfunded Pension Liability;
(iii) neither the Company, Filtertek nor any ERISA Affiliate has incurred, or
reasonably expects to incur, any liability under Title IV of ERISA with respect
to any Pension Plan (other than premiums due and not delinquent under Section
4007 of ERISA); (iv) neither the Company, Filtertek nor any ERISA Affiliate has
incurred, or reasonably expects to incur, any liability (and no event has
occurred which, with the giving of notice under Section 4219 of ERISA, would
result in such liability) under Section 4201 or 4243 of ERISA with respect to a
Multiemployer Plan; and (v) neither the Company, Filtertek nor any ERISA
Affiliate has engaged in a transaction that could be subject to Section 4069 or
4212(c) of ERISA.

5.8 Use of Proceeds; Margin Regulations. The proceeds of the
Loans are to be used solely for the purposes set forth in and permitted by
Section 6.12 and Section 7.7. Neither the Company

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nor any Subsidiary is generally engaged in the business of purchasing or
selling Margin Stock or extending credit for the purpose of purchasing or
carrying Margin Stock.

5.9 Title to Properties. The Company and each Subsidiary have
good record and marketable title in fee simple to, or valid leasehold interests
in, all real property necessary or used in the ordinary conduct of their
respective businesses, except for such defects in title as could not,
individually or in the aggregate, have a Material Adverse Effect. As of the
Closing Date, the property of the Company and its Subsidiaries is subject to no
Liens, other than Permitted Liens.

5.10 Taxes. The Company and its Subsidiaries have filed all
Federal and other material tax returns and reports required to be filed, and
have paid all Federal and other material taxes, assessments, fees and other
governmental charges levied or imposed upon them or their properties, income or
assets otherwise due and payable, except those which are being contested in
good faith by appropriate proceedings and for which adequate reserves have been
provided in accordance with GAAP. There is no proposed tax assessment against
the Company or any Subsidiary that would, if made, have a Material Adverse
Effect.

5.11 Financial Condition. (a) The audited consolidated financial
statements of the Company and its Subsidiaries dated December 31, 1994 and the
unaudited consolidated financial statements of the Company and its Subsidiaries
dated March 31, 1995, and the related consolidated statements of income or
operations, shareholders' equity and cash flows for the fiscal period ended on
such dates:

(i) were prepared in accordance with GAAP
consistently applied throughout the period covered thereby, except as
otherwise expressly noted therein and except, in the case of interim
statements, for normal year-end adjustments;

(ii) fairly present the financial condition of the
Company and its Subsidiaries as of the date thereof and results of
operations for the period covered thereby; and

(iii) except as specifically disclosed in Schedule
5.11, show all material indebtedness and other liabilities, direct or
contingent, of the Company and its consolidated Subsidiaries as of the
date thereof, including liabilities for taxes, material commitments
and Contingent Obligations.

(b) Since March 31, 1995, there has been no Material Adverse Effect.

5.12 Environmental Matters. Each Borrower conducts in the ordinary
course of business a review of the effect of existing Environmental Laws and
existing Environmental Claims on its business, operations and properties, and
as a result thereof the

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Borrowers have reasonably concluded that, except as specifically disclosed in
Schedule 5.12, such Environmental Laws and Environmental Claims could not,
individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect.

5.13 Regulated Entities. None of the Company, any Person
controlling the Company, or any Subsidiary, is an "Investment Company" within
the meaning of the Investment Company Act of 1940. None of the Borrowers is
subject to regulation under the Public Utility Holding Company Act of 1935, the
Federal Power Act, the Interstate Commerce Act, any state public utilities
code, or any other Federal or state statute or regulation limiting its ability
to incur Indebtedness.

5.14 No Burdensome Restrictions. Neither the Company nor any
Subsidiary is a party to or bound by any Contractual Obligation,or subject to
any restriction in any Organization Document, or any Requirement of Law, which
could reasonably be expected to have a Material Adverse Effect.

5.15 Copyrights, Patents, Trademarks and Licenses, etc. The
Company or its Subsidiaries own or are licensed or otherwise have the right to
use all of the patents, trademarks, service marks, trade names, copyrights,
contractual franchises, authorizations and other rights that are reasonably
necessary for the operation of their respective businesses, without conflict
with the rights of any other Person. To the best knowledge of the Borrowers,
no slogan or other advertising device, product, process, method, substance,
part or other material now employed, or now contemplated to be employed, by the
Company or any Subsidiary infringes upon any rights held by any other Person.
Except as specifically disclosed in Schedule 5.5, no claim or litigation
regarding any of the foregoing is pending or threatened, and no patent,
invention, device, application, principle or any statute, law, rule,
regulation, standard or code is pending or, to the knowledge of the Borrowers,
proposed, which, in either case, could reasonably be expected to have a
Material Adverse Effect.

5.16 Subsidiaries. As of the Closing Date, the Borrowers have no
Subsidiaries other than those specifically disclosed in part (a) of Schedule
5.16 hereto and has no equity investments in any other corporation or entity
other than those specifically disclosed in part (b) of Schedule 5.16.

5.17 Insurance. Except as specifically disclosed in Schedule 5.17,
the properties of the Company and its Subsidiaries are insured with financially
sound and reputable insurance companies not Affiliates of the Company, in such
amounts, with such deductibles and covering such risks as are customarily
carried by companies engaged in similar businesses and owning similar
properties in localities where the Company or such Subsidiary operates.

5.18 Full Disclosure. None of the representations or warranties
made by the Company or any Subsidiary in the Loan

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Documents as of the date such representations and warranties are made or deemed
made, and none of the statements contained in any exhibit, report, statement or
certificate furnished by or on behalf of the Company or any Subsidiary in
connection with the Loan Documents, contains any untrue statement of a
material fact or omits any material fact required to be stated therein or
necessary to make the statements made therein, in light of the circumstances
under which they are made, not misleading as of the time when made or
delivered.

ARTICLE VI

AFFIRMATIVE COVENANTS

So long as any Bank shall have any Commitment hereunder, or any Loan
or other Obligation shall remain unpaid or unsatisfied, unless the Majority
Banks waive compliance in writing:

6.1 Financial Statements. The Company shall deliver to the Agent,
in form and detail satisfactory to the Agent and the Majority Banks, with
sufficient copies for each Bank:

(a) as soon as available, but not later than 90 days
after the end of each fiscal year (commencing with the fiscal year ended
December 31, 1995), a copy of the audited consolidated balance sheet of the
Company and its Subsidiaries as at the end of such year and the related
consolidated statements of income or operations, shareholders' equity and cash
flows for such year, setting forth in each case in comparative form the figures
for the previous fiscal year, and accompanied by the opinion of Ernst & Young,
LLP or another nationally-recognized independent public accounting firm
("Independent Auditor") which report shall state that such consolidated
financial statements present fairly the financial position for the periods
indicated in conformity with GAAP applied on a basis consistent with prior
years. Such opinion shall not be qualified or limited in any respect,
including any reason relating to a restricted or limited examination by the
Independent Auditor of any material portion of the Company's or any
Subsidiary's records and shall be delivered to the Agent pursuant to a reliance
agreement between the Agent and Banks and such Independent Auditor in form and
substance satisfactory to the Agent;

(b) as soon as available, but not later than 45 days
after the end of each of the first three fiscal quarters of each fiscal year
(commencing with the fiscal quarter ended June 30, 1995), a copy of the
unaudited consolidated balance sheet of the Company and its Subsidiaries as of
the end of such quarter and the related consolidated statements of income,
shareholders' equity and cash flows for the period commencing on the first day
and ending on the last day of such quarter, and certified by a Responsible
Officer as fairly presenting, in accordance with GAAP (subject to ordinary,
good faith year-end audit adjustments), the

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financial position and the results of operations of the Company and the
Subsidiaries;

(c) as soon as available, but not later than 90 days
after the end of each fiscal year (commencing with the fiscal year ended
December 31, 1995), a copy of an unaudited consolidating balance sheet of the
Company and its Subsidiaries as at the end of such year and the related
consolidating statement of income, shareholders' equity and cash flows for such
year, certified by a Responsible Officer as having been developed and used in
connection with the preparation of the financial statements referred to in
subsection 6.1(a);

(d) as soon as available, but not later than 45 days
after the end of each of the first three fiscal quarters of each fiscal year
(commencing with the fiscal quarter ended June 30, 1995), a copy of the
unaudited consolidating balance sheets of the Company and its Subsidiaries, and
the related consolidating statements of income, shareholders' equity and cash
flows for such quarter, all certified by a Responsible Officer as having been
developed and used in connection with the preparation of the financial
statements referred to in subsection 6.1(b).

6.2 Certificates; Other Information. The Company shall furnish to
the Agent, with sufficient copies for each Bank:

(a) concurrently with the delivery of the financial
statements referred to in subsection 6.1(a), a certificate of the Independent
Auditor stating that in making the examination necessary therefor no knowledge
was obtained of any Default or Event of Default, except as specified in such
certificate;

(b) concurrently with the delivery of the financial
statements referred to in subsections 6.1(a) and (b), a Compliance Certificate
executed by a Responsible Officer;

(c) promptly, copies of all financial statements and
reports that the Company sends to its shareholders, and copies of all financial
statements and regular, periodical or special reports (including Forms 10K, 10Q
and 8K) that the Company or any Subsidiary may make to, or file with, the SEC;

(d) as soon as available, but in any event within 60 days
after the beginning of each fiscal year of the Company, a copy of the plan and
forecast (including a projected consolidated and consolidating balance sheet,
income statement and funds flow statement) of the Company for such fiscal year;
and

(e) promptly, such additional information regarding the
business, financial or corporate affairs of the Company or any Subsidiary as
the Agent, at the request of any Bank, may from time to time request.

6.3 Notices. The Borrowers shall promptly notify the Agent and
each Bank:

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(a) of the occurrence of any Default or Event of Default,
and of the occurrence or existence of any event or circumstance that
foreseeably will become a Default or Event of Default;

(b) of any matter that has resulted or may result in a
Material Adverse Effect, including (i) breach or non-performance of, or any
default under, a Contractual Obligation of the Company or any Subsidiary; (ii)
any dispute, litigation, investigation, proceeding or suspension between the
Company or any Subsidiary and any Governmental Authority; or (iii) the
commencement of, or any material development in, any litigation or proceeding
affecting the Company or any Subsidiary; including pursuant to any applicable
Environmental Laws;

(c) of the occurrence of any of the following events
affecting the Company, Filtertek or any ERISA Affiliate (but in no event more
than 10 days after such event), and deliver to the Agent and each Bank a copy
of any notice with respect to such event that is filed with a Governmental
Authority and any notice delivered by a Governmental Authority to the Company,
Filtertek or any ERISA Affiliate with respect to such event:

(i) an ERISA Event;

(ii) a material increase in the Unfunded Pension
Liability of any Pension Plan;

(iii) the adoption of, or the commencement of
contributions to, any Plan subject to Section 412 of the Code by the
Company, Filtertek or any ERISA Affiliate; or

(iv) the adoption of any amendment to a Plan
subject to Section 412 of the Code, if such amendment results in a
material increase in contributions or Unfunded Pension Liability.

(d) of any material change in accounting policies or
financial reporting practices by the Company or any of its consolidated
Subsidiaries.

Each notice under this Section shall be accompanied by a
written statement by a Responsible Officer setting forth details of the
occurrence referred to therein, and stating what action the Company or any
affected Subsidiary proposes to take with respect thereto and at what time.
Each notice under subsection 6.3(a) shall describe with particularity any and
all clauses or provisions of this Agreement or other Loan Document that have
been (or foreseeably will be) breached or violated.

6.4 Preservation of Corporate Existence, Etc. The Borrowers
shall, and shall cause each of their Subsidiaries to:

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(a) preserve and maintain in full force and effect its
corporate existence and good standing under the laws of its state or
jurisdiction of incorporation;

(b) preserve and maintain in full force and effect all
governmental rights, privileges, qualifications, permits, licenses and
franchises necessary or desirable in the normal conduct of its business except
in connection with transactions permitted by Section 7.3 and sales of assets
permitted by Section 7.2;

(d) preserve or renew all of its registered patents,
trademarks, trade names and service marks, the non-preservation of which could
reasonably be expected to have a Material Adverse Effect.

6.5 Maintenance of Property. The Borrowers shall maintain, and
shall cause each of their Subsidiaries to maintain, and preserve all its
equipment and facilities which is used or useful in its business in good
working order and condition, ordinary wear and tear excepted and make all
necessary repairs thereto and renewals and replacements thereof except where,
in either case, the failure to do so could not reasonably be expected to have a
Material Adverse Effect, except as permitted by Section 7.2. The Company and
each Subsidiary shall use the standard of care typical in the industry in the
operation and maintenance of its facilities.

6.6 Insurance. The Borrowers shall maintain, and shall cause each
of their Subsidiaries to maintain, with financially sound and reputable
independent insurers, insurance with respect to its properties and business
against loss or damage of the kinds customarily insured against by Persons
engaged in the same or similar business, of such types and in such amounts as
are customarily carried under similar circumstances by such other Persons.

6.7 Payment of Obligations. The Borrowers shall, and shall cause
each of their Subsidiaries to, pay and discharge as the same shall become due
and payable, all their respective obligations and liabilities, including:

(a) all tax liabilities, assessments and governmental
charges or levies upon it or its properties or assets, unless the same are
being contested in good faith by appropriate proceedings and adequate reserves
in accordance with GAAP are being maintained by the Company or such Subsidiary;

(b) all lawful claims which, if unpaid, would by law
become a Lien upon its property; provided, however, that the Company or any
Subsidiary shall have the right to contest such claims in good faith and by
appropriate proceedings; and

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(c) all indebtedness, as and when due and payable, but
subject to any subordination provisions contained in any instrument or
agreement evidencing such Indebtedness.

6.8 Compliance with Laws. The Borrowers shall comply, and shall
cause each of their Subsidiaries to comply, in all material respects with all
Requirements of Law of any Governmental Authority having jurisdiction over it
or its business (including the Federal Fair Labor Standards Act), except such
as may be contested in good faith or as to which a bona fide dispute may exist.

6.9 Compliance with ERISA. The Borrowers shall, and shall cause
each of their ERISA Affiliates to: (a) maintain each Plan in compliance in all
material respects with the applicable provisions of ERISA, the Code and other
federal or state law; (b) cause each Plan which is qualified under Section
401(a) of the Code to maintain such qualification; and (c) make all required
contributions to any Plan subject to Section 412 of the Code.

6.10 Inspection of Property and Books and Records. The Borrowers
shall maintain and shall cause each of their Subsidiaries to maintain proper
books of record and account, in which full, true and correct entries in
conformity with GAAP consistently applied shall be made of all financial
transactions and matters involving the assets and business of the Company and
such Subsidiary. The Borrowers shall permit, and shall cause each of their
Subsidiaries to permit, representatives and independent contractors of the
Agent or any Bank to visit and inspect any of their respective properties, to
examine their respective corporate, financial and operating records, and make
copies thereof or abstracts therefrom, and to discuss their respective affairs,
finances and accounts with their respective directors, officers, and
independent public accountants, all at the expense of the Borrowers and at such
reasonable times during normal business hours and as often as may be reasonably
desired, upon reasonable advance notice to the applicable Borrower; provided,
however, when an Event of Default exists the Agent or any Bank may do any of
the foregoing at the expense of the Borrowers at any time during normal
business hours and without advance notice.

6.11 Environmental Laws. The Borrowers shall, and shall cause each
of their Subsidiaries to, conduct its operations and keep and maintain its
property in compliance with all Environmental Laws.

6.12 Use of Proceeds. The Borrowers shall use the proceeds of the
Loans for working capital and other general corporate purposes not in
contravention of any Requirement of Law or of any Loan Document.

6.13 Additional Subsidiary Guarantors. In the event any Person
shall hereafter become a Domestic Subsidiary, the Borrowers shall promptly
notify the Agent and the Banks and the Borrowers shall, upon the request of
Agent or Majority Banks, cause such

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Domestic Subsidiary to become a party to the Subsidiary Guarantee Agreement.

ARTICLE VII

NEGATIVE COVENANTS

So long as any Bank shall have any Commitment hereunder, or any Loan
or other Obligation shall remain unpaid or unsatisfied, unless the Majority
Banks waive compliance in writing:

7.1 Limitation on Liens. The Borrowers shall not, and shall not
suffer or permit any of their Subsidiaries to, directly or indirectly, make,
create, incur, assume or suffer to exist any Lien upon or with respect to any
part of its property, whether now owned or hereafter acquired, other than the
following ("Permitted Liens"):

(a) any Lien existing on property of the Company or any
Subsidiary on the Closing Date and set forth in Schedule 7.1 securing
Indebtedness outstanding on such date;

(b) any Lien created under any Loan Document;

(c) Liens for taxes, fees, assessments or other
governmental charges which are not delinquent or remain payable without
penalty, or to the extent that non-payment thereof is permitted by Section 6.7,
provided that no notice of lien has been filed or recorded under the Code;

(d) carriers', warehousemen's, mechanics', landlords',
materialmen's, repairmen's or other similar Liens arising in the ordinary
course of business which are not delinquent or remain payable without penalty
or which are being contested in good faith and by appropriate proceedings,
which proceedings have the effect of preventing the forfeiture or sale of the
property subject thereto;

(e) Liens (other than any Lien imposed by ERISA)
consisting of pledges or deposits required in the ordinary course of business
in connection with workers' compensation, unemployment insurance and other
social security legislation;

(f) Liens on the property of the Company or its
Subsidiary securing (i) the non-delinquent performance of bids, trade contracts
(other than for borrowed money), leases, statutory obligations, (ii) contingent
obligations on surety and appeal bonds, and (iii) other non-delinquent
obligations of a like nature; in each case, incurred in the ordinary course of
business, provided all such Liens in the aggregate would not (even if enforced)
cause a Material Adverse Effect;

(g) Liens consisting of judgment or judicial attachment
liens, provided that the enforcement of such Liens is effectively

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stayed and all such liens in the aggregate at any time outstanding for the
Company and its Subsidiaries do not exceed $500,000;

(h) easements, rights-of-way, restrictions and other
similar encumbrances incurred in the ordinary course of business which, in the
aggregate, are not substantial in amount, and which do not in any case
materially detract from the value of the property subject thereto or interfere
with the ordinary conduct of the businesses of the Company and its
Subsidiaries;

(i) Liens on assets of corporations which become
Subsidiaries after the date of this Agreement, provided, however, that(i) such
Liens existed at the time the respective corporations became Subsidiaries and
were not created in anticipation thereof and (ii) the principal amount of the
Indebtedness secured by such Liens shall not at any time exceed, together with
Indebtedness permitted under Subsection 7.5(d), $7,500,000.

(j) purchase money security interests on equipment or
real property acquired or held by the Company or its Subsidiaries in the
ordinary course of business, securing Indebtedness incurred or assumed for the
purpose of financing all or any part of the cost of acquiring such property;
provided that (i) any such Lien attaches to such property concurrently with or
within 20 days after the acquisition thereof, (ii) such Lien attaches solely to
the property so acquired in such transaction, (iii) the principal amount of the
debt secured thereby does not exceed 100% of the cost of such property, and
(iv) the principal amount of the Indebtedness secured by any and all such
purchase money security interests shall not at any time exceed, together with
Indebtedness permitted under subsection 7.5(d), $7,500,000;

(k) Liens securing obligations in respect of Capital
Leases on assets subject to such leases, provided that such Capital Leases are
otherwise permitted hereunder; and

(l) Liens arising solely by virtue of any statutory or
common law provision relating to banker's liens, rights of set-off or similar
rights and remedies as to deposit accounts or other funds maintained with a
creditor depository institution; provided that (i) such deposit account is not
a dedicated cash collateral account and is not subject to restrictions against
access by the Company or any Subsidiary in excess of those set forth by
regulations promulgated by the FRB, and (ii) such deposit account is not
intended by the Company or any Subsidiary to provide collateral to the
depository institution.

7.2 Disposition of Assets. The Borrowers shall not, and shall not
suffer or permit any of their Subsidiaries to, directly or indirectly, sell,
assign, lease, convey, transfer or otherwise dispose of (whether in one or a
series of transactions) any property (including accounts and notes receivable,
with or without recourse) or enter into any agreement to do any of the
foregoing, except:

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(a) dispositions of inventory, or used, worn-out or
surplus equipment, all in the ordinary course of business;

(b) the sale of equipment to the extent that such
equipment is exchanged for credit against the purchase price of similar
replacement equipment, or the proceeds of such sale are reasonably promptly
applied to the purchase price of such replacement equipment; and

(d) dispositions of assets other than accounts receivable
not otherwise permitted hereunder which are made for fair market value;
provided, that (i) at the time of any disposition, no Event of Default shall
exist or shall result from such disposition, (ii) the aggregate sales price
from such disposition shall be paid in cash, and (iii) the aggregate value of
all assets so sold by the Company and its Subsidiaries, together, shall not
exceed in any fiscal year more than $7,500,000 as of the date of disposition.

7.3 Consolidations and Mergers. The Company shall not, and shall
not suffer or permit any Subsidiary to, merge, consolidate with or into, or
convey, transfer, lease or otherwise dispose of (whether in one transaction or
in a series of transactions all or substantially all of its assets (whether now
owned or hereafter acquired) to or in favor of any Person, except:

(a) any Subsidiary may merge with the Company, provided
that the Company shall be the continuing or surviving corporation, or with any
one or more Subsidiaries, provided that if any transaction shall be between a
Subsidiary and a Wholly-Owned Subsidiary, the Wholly-Owned Subsidiary shall be
the continuing or surviving corporation and if the transaction shall be between
a Subsidiary and a Subsidiary Guarantor, the Subsidiary Guarantor shall be the
continuing or surviving corporation; and

(b) any Subsidiary may sell all or substantially all of
its assets (upon voluntary liquidation or otherwise), to the Company or another
Wholly-Owned Subsidiary that is a Subsidiary Guarantor.

(c) The Company or any Subsidiary may consummate a merger
in connection with an Acquisition permitted by Section 7.4(j) provided that the
Company or such Subsidiary is the surviving person in such merger.

7.4 Loans and Investments. No Borrower shall purchase or acquire,
or suffer or permit any of their Subsidiaries to purchase or acquire, or make
any commitment therefor, any capital stock, equity interest, or any obligations
or other securities of, or any interest in, any Person, or make or commit to
make any Acquisitions, or make or commit to make any advance, loan, extension
of credit or capital contribution to or any other

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investment in, any Person including any Affiliate of the Company, except for:

(a) short-term obligations of, or fully guaranteed by,
the United States of America;

(b) commercial paper rated A-1 or better by Standard and
Poor's Corporation ("S&P") or P-1 or better by ▇▇▇▇▇'▇ Investors Service, Inc.
("Moody's");

(d) 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;

(e) common stock of companies publicly traded on a
national exchange; provided, that the aggregate cost of such common stock does
not at any time exceed $1,000,000;

(f) existing investments in Subsidiaries and other
investments in existence on the date hereof and described in Schedule 5.16
hereto and additional investments by a Foreign Subsidiary in another Foreign
Subsidiary;

(g) adjustable rate preferred stock and preferred stock
of companies listed on the S&P 500 and having a long-term debt rating of A or
better by S&P or A2 or better by ▇▇▇▇▇'▇, and loan participations, so long as
the underlying obligor has a short-term debt rating of A-2 or better by S&P or
P-2 or better by ▇▇▇▇▇'▇; provided, that the aggregate cost of such investments
does not at any time exceed $2,000,000;

(h) extensions of credit in the nature of accounts
receivable or notes receivable arising from the sale or lease of goods or
services in the ordinary course of business;

(i) extensions of credit by a Borrower to any of its
Wholly-Owned Subsidiaries or by any of its Wholly-Owned Subsidiaries to another
of its Wholly-Owned Subsidiaries provided that in the event of any extension of
credit to a Wholly-Owned Subsidiary which is not a Borrower or a Subsidiary
Guarantor, such extension of credit shall be evidenced by promissory notes
payable to such Borrower or such Subsidiary, as the case may be, in form and
substance as set forth on Exhibit A to the Intercompany Note Pledge Agreement,
which promissory notes shall be delivered and pledged to Agent pursuant to the
Intercompany Note Pledge Agreement;

(j) investments incurred in order to consummate
Acquisitions otherwise permitted herein, provided that (i) immediately
following such Acquisition the Company will have the ability to borrow not less
than five percent (5%) of the aggregate Revolving Commitment of the Banks
hereunder and under

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the Short Term Revolving Loan Facility, (ii) such Acquisitions are undertaken
in accordance with all applicable Requirements of Law; (iii) the prior,
effective written consent or approval to such Acquisition of the board of
directors or equivalent governing body of the acquiree is obtained; and (iv) on
a pro forma basis after giving effect to such Acquisition (including any
Indebtedness to be incurred in connection therewith), no Default or Event of
Default will exist; and

(k) extensions of credit to employees of the Company or
its Subsidiaries in the ordinary course of business consistent with past
practice and in an aggregate amount at any one time outstanding not to exceed
$1,000,000, provided that the Company or its Subsidiaries may not extend credit
to ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ or ▇▇▇▇▇ ▇. ▇▇▇▇▇▇.

7.5 Limitation on Indebtedness. The Borrowers shall not, and
shall not suffer or permit any of their Subsidiaries to, create, incur, assume,
suffer to exist, or otherwise become or remain directly or indirectly liable
with respect to, any Indebtedness, except:

(a) Indebtedness incurred pursuant to this Agreement or
the Long Term Revolving Loan Facility;

(b) Indebtedness consisting of Contingent Obligations
permitted pursuant to Section 7.8;

(d) Indebtedness secured by Liens permitted by subsection
7.1(i) and (j) or other unsecured Indebtedness incurred to finance an
Acquisition if such Acquisition is permitted pursuant to Section 7.4 in an
aggregate amount (for all such secured and unsecured Indebtedness) outstanding
not to exceed $7,500,000 at any time;

(e) Indebtedness incurred in connection with leases
permitted pursuant to Section 7.10;

(f) Subordinated Indebtedness to a member of the Schawk
Family meeting the requirements set forth in the definition thereof in Section
1.1 hereof;

(g) Indebtedness permitted by Section 7.4(i);

(h) Unsecured Indebtedness in an aggregate principal
amount at any one time outstanding not to exceed $5,000,000 provided that such
Indebtedness is repaid not later than five Business Days after the date of its
incurrence and provided further that the principal amount of such Indebtedness
together with the principal amount of Loans and the face amount of letters of
credit hereunder and under the Long Term Revolving Loan Facility does not, at
any time, exceed $100,000,000; and

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(i) Indebtedness to a member of the Schawk Family (other
than ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, or ▇▇▇▇▇ ▇. ▇▇▇▇▇▇) not in excess
of $1,200,000 incurred solely with respect to federal and state income tax
obligations of such member of the Schawk Family arising with respect to income
of Schawk, Inc. allocable to such member of the Schawk Family.

7.6 Transactions with Affiliates. The Borrowers shall not, and
shall not suffer or permit any of their Subsidiaries to, enter into any
transaction with any Affiliate of the Company (other than a Borrower or a
Subsidiary Guarantor), except upon fair and reasonable terms no less favorable
to the Company or such Subsidiary than would obtain in a comparable
arm's-length transaction with a Person not an Affiliate of the Company or such
Subsidiary.

7.7 Use of Proceeds. The Borrowers shall not, and shall not
suffer or permit any of their Subsidiaries to, use any portion of the Loan
proceeds, directly or indirectly, (i) to purchase or carry Margin Stock, (ii)
to repay or otherwise refinance indebtedness of the Borrowers or others
incurred to purchase or carry Margin Stock, (iii) to extend credit for the
purpose of purchasing or carrying any Margin Stock, or (iv) to acquire any
security in any transaction that is subject to Section 13 or 14 of the Exchange
Act.

7.8 Contingent Obligations. The Borrowers shall not, and shall
not suffer or permit any of their Subsidiaries to, create, incur, assume or
suffer to exist any Contingent Obligations except:

(a) endorsements for collection or deposit in the
ordinary course of business;

(b) Swap Contracts entered into in the ordinary course of
business as bona fide hedging transactions;

(c) Contingent Obligations of the Company and its
Subsidiaries existing as of the Closing Date and listed in Schedule 7.8;

(d) Contingent Obligations of the Company or any
Subsidiary arising from the guaranty by the Company or any Subsidiary of an
obligation or liability of any Wholly-Owned Subsidiary of the Company, if the
underlying obligation or liability is permitted by the terms hereof;

(e) Contingent Obligations consisting of Letters of
Credit under the Long Term Revolving Loan Facility; and

(f) Contingent Obligations which, in the aggregate, do
not exceed at any point in time, $1,000,000.

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7.9 Joint Ventures. The Borrowers shall not, and shall not suffer
or permit any of their Subsidiaries to enter into any Joint Venture, other than
in the ordinary course of business.

7.10 Lease Obligations. The Borrowers shall not, and shall not
suffer or permit any of their Subsidiaries to, create or suffer to exist any
obligations for the payment of rent for any property under lease or agreement
to lease, except for:

(a) operating leases entered into by the Company or any
Subsidiary in the ordinary course of business provided that the aggregate
annual rental payments for all such operating leases shall not exceed in any
fiscal year $3,600,000;

(b) leases entered into by the Company or any Subsidiary
after the Closing Date pursuant to sale- leaseback transactions permitted under
Section 7.15;

(c) Capital Leases other than those permitted under
clause (b) of this Section, entered into by the Company or any Subsidiary to
finance the acquisition of equipment; provided that the aggregate annual rental
payments for all such Capital Leases shall not exceed in any fiscal year
$3,600,000.

7.11 Restricted Payments. The Borrowers shall not, and shall not
suffer or permit any of their Subsidiaries to, declare or make any dividend
payment or other distribution of assets, properties, cash, rights, obligations
or securities on account of any shares of any class of its capital stock, or
purchase, redeem or otherwise acquire for value any shares of its capital stock
or any warrants, rights or options to acquire such shares, now or hereafter
outstanding or repay, repurchase or otherwise acquire any Subordinated
Indebtedness owed to any Person in the Schawk Family; except that:

(a) the Company or any Wholly-Owed Subsidiary may declare
and make dividend payments or other distributions payable solely in its common
stock;

(b) the Company or any Wholly-Owed Subsidiary may
purchase, redeem or otherwise acquire shares of its common stock or warrants or
options to acquire any such shares with the proceeds received from the
substantially concurrent issue of new shares of its common stock;

(c) Filtertek may declare or pay cash dividends to the
Company; and the Company may declare or pay cash dividends to its stockholders
in an amount not in excess of $0.26 per common share (as the same may be
adjusted to take into account stock splits) per fiscal year through June 30,
1996 and thereafter the Company may declare or pay cash dividends to its
stockholders and purchase, redeem or otherwise acquire shares of its capital
stock or warrants, rights or options to acquire any such shares for cash solely
out of 50% of Consolidated Net Income of the Company accrued during the period
(treated as an accounting period)

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beginning July 1, 1996 to the end of the most recent fiscal quarter ending at
least 45 days prior to the date of such payment, provided, that, immediately
after giving effect to such proposed action, no Default or Event of Default
would exist;

(d) the Company may declare or pay cash dividends on
preferred stock to the extent required by the terms of such preferred stock in
an amount not to exceed $2,000,000 in any fiscal year;

(e) the Company or any Wholly-Owed Subsidiary may
purchase, redeem or otherwise acquire shares of its common stock or warrants or
options to acquire such shares if after giving effect to any such purchase,
redemption or acquisition there is no Default or Event of Default and if the
aggregate amount of all such purchases, redemptions or acquisitions by the
Company and its Subsidiaries within any one fiscal year does not exceed
$2,500,000; and

(f) the Company or any Wholly-Owed Subsidiary may repay,
repurchase or otherwise acquire Subordinated Indebtedness owed as of the date
hereof to any person in the Schawk Family in an aggregate amount not to exceed
$4,500,000, provided that no Default or Event of Default exists before such
payment or would exist immediately thereafter.

7.12 ERISA. The Borrowers shall not, and shall not suffer or
permit any of their ERISA Affiliates to: (a) engage in a prohibited
transaction or violation of the fiduciary responsibility rules with respect to
any Plan which has resulted or could reasonably expected to result in liability
of any Borrower in an aggregate amount in excess of $500,000; or (b) engage in
a transaction that could be subject to Section 4069 or 4212(c) of ERISA.

7.13 Change in Business. The Borrowers shall not, and shall not
suffer or permit any of their Subsidiaries to, engage in any material line of
business substantially different from those lines of business carried on by the
Company and its Subsidiaries on the date hereof.

7.14 Accounting Changes. The Borrowers shall not, and shall not
suffer or permit any of their Subsidiaries to, make any significant change in
accounting treatment or reporting practices, except as required by GAAP, or
change the fiscal year of the Company or of any Subsidiary.

7.15 Sale and Leaseback. The Borrowers will not, nor will they
permit any of their Subsidiaries to, sell or transfer any of its property in
order to concurrently or subsequently lease as lessee such or similar property
(a "Sale/Leaseback Transaction"), except for Sale/Leaseback Transactions to the
extent that the fair market value of all such Sale/Leaseback Transactions does
not, in the aggregate, exceed $5,000,000.

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7.16 Limitation on Certain Restrictions on Subsidiaries. The
Borrowers will not, nor will they permit any of their Subsidiaries to create or
otherwise cause or permit to exist or become effective any consensual
encumbrance or restriction on the ability of any of their Subsidiaries or (i)
pay dividends or make any other distributions on its Capital Stock or pay and
Indebtedness or other obligation owed to the Company or any of its other
Subsidiaries, (ii) make any loans or advances to the Company or any of its
other Subsidiaries, or (iii) transfer any of its property or assets to the
Company or any of its other Subsidiaries, except:

(a) any encumbrance or restriction pursuant hereto or to
an agreement in effect at or entered into on the Closing Date and reflected on
Schedule 7.16 hereto;

(b) any encumbrance or restriction with respect to a
Subsidiary of the Company pursuant to an agreement relating to any Indebtedness
issued by such Subsidiary on or prior to the date on which such Subsidiary
became a Subsidiary of the Company or was acquired by the Company (other than
Indebtedness issued as consideration in, or to provide all or any portion of
the funds utilized to consummate, the transaction or series of related
transactions pursuant to which such Subsidiary became a Subsidiary or was
acquired by the Company) and outstanding on such date;

(c) any such encumbrance or restriction consisting of
customary non-assignment provisions in leases governing leasehold interests to
the extent such provisions restrict the transfer of the lease; and

(d) in the case of clause (iii) above, Permitted Liens or
other restrictions contained in security agreements securing Indebtedness
permitted hereby to the extent such restrictions restrict the transfer of the
property subject to such security agreements.

7.17 Organization Documents. The Borrowers shall not, nor will
they permit any of their Subsidiaries to amend, modify or waive, or permit any
amendment, modification or waiver as to its Organization Documents if such
amendment, modification or waiver could reasonably be expected to adversely
affect the interests of Agent or the Banks.

7.18 Financial Covenants

(a) Maintenance of Consolidated Tangible Net Worth. The
Borrowers shall not permit Consolidated Tangible Net Worth of the Company at
any time to be less than the sum of (i) $15,000,000 plus (ii) as of the end of
each fiscal quarter, the amount equal to 40% of the aggregate Consolidated Net
Income of the Company since December 31, 1994; provided, however, that in the
event that the Company has a Consolidated Net Loss for any fiscal quarter,
Consolidated Net Income for purposes only of this Section 7.15(a) shall be
deemed to be zero for such fiscal quarter.

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(b) Leverage Ratio. The Borrowers shall not permit the
ratio of (a) Funded Debt to (b) Total Capitalization of the Company at any time
to exceed the percentage set forth below for the applicable period:

PERIOD MAXIMUM RATIO
------ -------------

Closing - 12/30/96 58%

12/31/96 - 12/30/97 55%

12/31/97 - maturity 50%

(c) Funded Debt to EBITDA. The Borrowers shall not
permit the ratio of Funded Debt as of the last day of any fiscal quarter to
EBITDA of the Company for the period of four consecutive fiscal quarters ending
on the last day of such fiscal quarter to exceed 3.5 to 1.0.

(d) Interest Coverage Ratio. For each period of one
fiscal quarter ending on the last day of each fiscal quarter ending within the
periods set forth below the Borrowers shall not permit the ratio of (i) the
amount equal to EBIT for such period to (ii) Consolidated Interest Expense for
such period to be less than the ratio set forth below:

PERIOD MINIMUM RATIO
------ -------------

4/1/95 - 6/30/96 2.25 to 1.0

7/1/96 - 9/30/97 2.50 to 1.0

and beginning 12/31/97 and thereafter, the Company shall not permit the ratio
of (i) an amount equal to EBIT for the period of four consecutive fiscal
quarters ending on the last day of any fiscal quarter to (ii) Consolidated
Interest Expense for such period to be less than 3.0 to 1.0.

(e) Fixed Charge Coverage Ratio. For each period of one
fiscal quarter ending on the last day of each fiscal quarter ending within the
periods set forth below, the Borrowers shall not permit the ratio of (i) EBIT
of the Company for such period plus payments under operating leases for such
period to (ii) Consolidated Fixed Charges of the Company for such period to be
less than the ratio set forth below:

PERIOD MAXIMUM RATIO
------ -------------

4/1/95 - 6/30/96 0.8 to 1.0
7/1/96 - 9/30/97 0.9 to 1.0

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and the Borrowers shall not permit the ratio of (i) EBIT for the period of four
consecutive fiscal quarters ending on the last day of each fiscal quarter
ending within the periods set forth below to (ii) Consolidated Fixed Charges of
the Company for such period to exceed the ratio set forth below for the
applicable period:

FOUR QUARTER PERIOD ENDING
ON THE LAST DAY OF EACH
FISCAL QUARTER ENDING WITHIN MAXIMUM RATIO

7/1/97 - 6/30/98 1.0 to 1.0

7/1/98 - 6/30/99 1.10 to 1.0

7/1/99 - maturity 1.20 to 1.0

ARTICLE VIII

EVENTS OF DEFAULT

8.1 Event of Default. Any of the following shall constitute an
"Event of Default":

(a) Non-Payment. Any Borrower fails to pay, (i) when and
as required to be paid herein, any amount of principal of any Loan, or (ii)
within 3 Business Days after the same becomes due, any interest, fee or any
other amount payable hereunder or under any other Loan Document; or

(b) Representation or Warranty. Any representation or
warranty by a Borrower or any Subsidiary made or deemed made herein, in any
other Loan Document, or which is contained in any certificate, document or
financial or other statement by a Borrower, any Subsidiary, or any Responsible
Officer, furnished at any time under this Agreement, or in or under any other
Loan Document, is incorrect in any material respect on or as of the date made
or deemed made; or

(c) Specific Defaults. Any Borrower fails to perform or
observe any term, covenant or agreement contained in any of Section 6.1, 6.2,
6.3 or 6.9 or in Article VII; or

(d) Other Defaults. Any Borrower fails to perform or
observe any other term or covenant contained in this Agreement or any other
Loan Document, and such default shall continue unremedied for a period of 30
days after the date upon which written notice thereof is given to the Borrowers
by the Agent or any Bank; or

(e) Cross-Default. Any Borrower or any Subsidiary (i)
fails to make any payment in respect of any Indebtedness or Contingent
Obligation having an aggregate principal amount

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(including undrawn committed or available amounts and including amounts owing
to all creditors under any combined or syndicated credit arrangement) of more
than $500,000 when due (whether by scheduled maturity, required prepayment,
acceleration, demand, or otherwise) and such failure continues after the
applicable grace or notice period, if any, specified in the relevant document
on the date of such failure; or (ii) fails to perform or observe any other
condition or covenant, or any other event shall occur or condition exist, under
any agreement or instrument relating to any such Indebtedness or Contingent
Obligation, and such failure continues after the applicable grace or notice
period, if any, specified in the relevant document on the date of such failure
if the effect of such failure, event or condition is to cause, or to permit the
holder or holders of such Indebtedness or beneficiary or beneficiaries of such
Indebtedness (or a trustee or agent on behalf of such holder or holders or
beneficiary or beneficiaries) to cause such Indebtedness to be declared to be
due and payable prior to its stated maturity, or such Contingent Obligation to
become payable or cash collateral in respect thereof to be demanded; or

(f) Insolvency; Voluntary Proceedings. The Company or
any Subsidiary (i) ceases or fails to be solvent, or generally fails to pay, or
admits in writing its inability to pay, its debts as they become due, subject
to applicable grace periods, if any, whether at stated maturity or otherwise;
(ii) voluntarily ceases to conduct its business in the ordinary course (other
than a Subsidiary not a Borrower with assets of less than $100,000); (iii)
commences any Insolvency Proceeding with respect to itself; or (iv) takes any
action to effectuate or authorize any of the foregoing; or

(g) Involuntary Proceedings. (i) Any involuntary
Insolvency Proceeding is commenced or filed against the Company or any
Subsidiary, or any writ, judgment, warrant of attachment, execution or similar
process, is issued or levied against a substantial part of the Company's or any
Subsidiary's properties, and any such proceeding or petition shall not be
dismissed, or such writ, judgment, warrant of attachment, execution or similar
process shall not be released, vacated or fully bonded within 60 days after
commencement, filing or levy; (ii) the Company or any Subsidiary admits the
material allegations of a petition against it in any Insolvency Proceeding, or
an order for relief (or similar order under non-U.S. law) is ordered in any
Insolvency Proceeding; or (iii) the Company or any Subsidiary acquiesces in the
appointment of a receiver, trustee, custodian, conservator, liquidator,
mortgagee in possession (or agent therefor), or other similar Person for itself
or a substantial portion of its property or business; or

(h) ERISA. (i) An ERISA Event shall occur with respect
to a Pension Plan or Multiemployer Plan which has resulted or could reasonably
be expected to result in liability of a Borrower under Title IV of ERISA to the
Pension Plan, Multiemployer Plan or the PBGC in an aggregate amount in excess
of $500,000; (ii) the

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aggregate amount of Unfunded Pension Liability among all Pension Plans at any
time exceeds $500,000; or (iii) any Borrower or any ERISA Affiliate shall fail
to pay when due, after the expiration of any applicable grace period, any
installment payment with respect to its withdrawal liability under Section 4201
of ERISA under a Multiemployer Plan in an aggregate amount in excess of
$500,000; or

(i) Monetary Judgments. One or more non-interlocutory
judgments, non-interlocutory orders, decrees or arbitration awards is entered
against the Company or any Subsidiary involving in the aggregate a liability
(to the extent not covered by independent third-party insurance as to which the
insurer does not dispute coverage) as to any single or related series of
transactions, incidents or conditions, of $500,000 or more, and the same shall
remain unsatisfied, unvacated and unstayed pending appeal for a period of the
lesser of 30 days or the applicable statutory appeal period after the entry
thereof; or

(j) Non-Monetary Judgments. Any non-monetary judgment,
order or decree is entered against the Company or any Subsidiary which does or
would reasonably be expected to have a Material Adverse Effect, and there shall
be any period of 10 consecutive days during which a stay of enforcement of such
judgment or order, by reason of a pending appeal or otherwise, shall not be in
effect; or

(k) Change of Control. There occurs any Change of
Control; or

(l) Environmental Matters. The Company or any of its
Subsidiaries shall be the subject of any proceeding or investigation pertaining
to the release by the Company or any of its Subsidiaries, or any other Person
of any toxic or hazardous waste or substance into the environment, or any
violation of any Environmental Laws, which, in either case, could reasonably be
expected to have a Material Adverse Effect; or

(m) Unenforceability. This Agreement or the Subsidiary
Guarantee Agreement shall cease for any reason to be in full force and effect
(other than by reason of the satisfaction of all the Company's or any of its
Subsidiaries' obligations thereunder) or the Company or any of its Subsidiaries
or any other Person (other than the Banks or the Agent) shall disavow its
obligations under any provision hereof or thereof, or shall deny that it has
any or further obligations under any provision thereof, or shall contest the
validity or enforceability of any provision thereof.

8.2 Remedies. If any Event of Default occurs, the Agent shall, at
the request of, or may, with the consent of, the Majority Banks,

(a) declare the commitment of each Bank to make Loans to
be terminated, whereupon such commitments shall be terminated;

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(b) declare the unpaid principal amount of all
outstanding Loans, all interest accrued and unpaid thereon, and all other
amounts owing or payable hereunder or under any other Loan Document to be
immediately due and payable, without presentment, demand, protest or other
notice of any kind, all of which are hereby expressly waived by the Borrowers;
and

(c) exercise on behalf of itself and the Banks all rights
and remedies available to it and the Banks under the Loan Documents or
applicable law;

provided, however, that upon the occurrence of any event specified in
subsection (f) or (g) of Section 8.1 (in the case of clause (i) of subsection
(g) upon the expiration of the 60-day period mentioned therein), the obligation
of each Bank to make Loans shall automatically terminate and the unpaid
principal amount of all outstanding Loans and all interest and other amounts as
aforesaid shall automatically become due and payable without further act of the
Agent or any Bank.

8.3 Rights Not Exclusive. The rights provided for in
this Agreement and the other Loan Documents are cumulative and are not
exclusive of any other rights, powers, privileges or remedies provided by law
or in equity, or under any other instrument, document or agreement now existing
or hereafter arising.

ARTICLE IX

THE AGENT

9.1 Appointment and Authorization. Each Bank hereby irrevocably
(subject to Section 9.9) appoints, designates and authorizes the Agent to take
such action on its behalf under the provisions of this Agreement and each other
Loan Document and to exercise such powers and perform such duties as are
expressly delegated to it by the terms of this Agreement or any other Loan
Document, together with such powers as are reasonably incidental thereto.
Notwithstanding any provision to the contrary contained elsewhere in this
Agreement or in any other Loan Document, the Agent shall not have any duties or
responsibilities, except those expressly set forth herein, nor shall the Agent
have or be deemed to have any fiduciary relationship with any Bank, and no
implied covenants, functions, responsibilities, duties, obligations or
liabilities shall be read into this Agreement or any other Loan Document or
otherwise exist against the Agent.

9.2 Delegation of Duties. The Agent may execute any of its duties
under this Agreement or any other Loan Document by or through agents, employees
or attorneys-in-fact and shall be entitled to advice of counsel concerning all
matters pertaining to such duties. The Agent shall not be responsible for the
negligence or misconduct of any agent or attorney-in-fact that it selects with
reasonable care.

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9.3 Liability of Agent. None of the Agent-Related Persons shall
(i) be liable to any other Bank for any action taken or omitted to be taken by
any of them under or in connection with this Agreement or any other Loan
Document or the transactions contemplated hereby (except for its own gross
negligence or willful misconduct), or (ii) be responsible in any manner to any
of the Banks for any recital, statement, representation or warranty made by the
Company or any Subsidiary or Affiliate of the Company, or any officer thereof,
contained in this Agreement or in any other Loan Document, or in any
certificate, report, statement or other document referred to or provided for
in, or received by the Agent under or in connection with, this Agreement or any
other Loan Document, or the validity, effectiveness, genuineness,
enforceability or sufficiency of this Agreement or any other Loan Document, or
for any failure of any Borrower or any other party to any Loan Document to
perform its obligations hereunder or thereunder. No Agent-Related Person shall
be under any obligation to any Bank to ascertain or to inquire as to the
observance or performance of any of the agreements contained in, or conditions
of, this Agreement or any other Loan Document, or to inspect the properties,
books or records of any Borrower or any of the Company's other Subsidiaries or
Affiliates.

9.4 Reliance by Agent. (a) The Agent shall be entitled to rely,
and shall be fully protected in relying, upon any writing, resolution, notice,
consent, certificate, affidavit, letter, telegram, facsimile, telex or
telephone message, statement or other document or conversation 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 (including
counsel to the Borrowers), independent accountants and other experts selected
by the Agent. The Agent shall be fully justified in failing or refusing to take
any action under this Agreement or any other Loan Document unless it shall
first receive such advice or concurrence of the Majority Banks as it deems
appropriate and, if it so requests, it shall first be indemnified to its
satisfaction by the Banks against any and all liability and expense which may
be incurred by it by reason of taking or continuing to take any such action.
The Agent shall in all cases be fully protected in acting, or in refraining
from acting, under this Agreement or any other Loan Document in accordance with
a request or consent of the Majority Banks and such request and any action
taken or failure to act pursuant thereto shall be binding upon all of the
Banks.

(b) For purposes of determining compliance with the
conditions specified in Section 4.1, each Bank that has executed this Agreement
shall be deemed to have consented to, approved or accepted or to be satisfied
with, each document or other matter either sent by the Agent to such Bank for
consent, approval, acceptance or satisfaction, or required thereunder to be
consented to or approved by or acceptable or satisfactory to the Bank.

9.5 Notice of Default. The Agent shall not be deemed to have
knowledge or notice of the occurrence of any Default or Event

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of Default, except with respect to defaults in the payment of principal,
interest and fees required to be paid to the Agent for the account of the
Banks, unless the Agent shall have received written notice from a Bank or a
Borrower referring to this Agreement, describing such Default or Event of
Default and stating that such notice is a "notice of default". The Agent will
notify the Banks of its receipt of any such notice. The Agent shall take such
action with respect to such Default or Event of Default as may be requested by
the Majority Banks in accordance with Article VIII; provided, however, that
unless and until the Agent has received any such request, the Agent may (but
shall not be obligated to) take such action, or refrain from taking such
action, with respect to such Default or Event of Default as it shall deem
advisable or in the best interest of the Banks.

9.6 Credit Decision. Each Bank acknowledges that none of the
Agent-Related Persons has made any representation or warranty to it, and that
no act by the Agent hereinafter taken, including any review of the affairs of
the Company and its Subsidiaries, shall be deemed to constitute any
representation or warranty by any Agent-Related Person to any Bank. Each Bank
represents to the Agent that it has, independently and without reliance upon
any Agent- Related Person and based on such documents and information as it has
deemed appropriate, made its own appraisal of and investigation into the
business, prospects, operations, property, financial and other condition and
creditworthiness of the Company and its Subsidiaries, and all applicable bank
regulatory laws relating to the transactions contemplated hereby, and made its
own decision to enter into this Agreement and to extend credit to the Borrowers
hereunder. Each Bank also represents that it will, independently and without
reliance upon any Agent-Related Person and based on such documents and
information as it shall deem appropriate at the time, continue to make its own
credit analysis, appraisals and decisions in taking or not taking action under
this Agreement and the other Loan Documents, and to make such investigations as
it deems necessary to inform itself as to the business, prospects, operations,
property, financial and other condition and creditworthiness of the Borrowers.
Except for notices, reports and other documents expressly herein required to be
furnished to the Banks by the Agent, the Agent shall not have any duty or
responsibility to provide any Bank with any credit or other information
concerning the business, prospects, operations, property, financial and other
condition or creditworthiness of the Borrowers which may come into the
possession of any of the Agent-Related Persons.

9.7 Indemnification of Agent. Whether or not the transactions
contemplated hereby are consummated, the Banks shall indemnify upon demand the
Agent-Related Persons (to the extent owed but not reimbursed by or on behalf of
the Borrowers and without limiting the obligation of the Borrowers to do so),
pro rata, from and against any and all Indemnified Liabilities; provided,
however, that no Bank shall be liable for the payment to the Agent-Related
Persons of any portion of such Indemnified Liabilities resulting solely from
such Person's gross negligence

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or willful misconduct. Without limitation of the foregoing, each Bank shall
reimburse the Agent upon demand for its ratable share of any costs or
out-of-pocket expenses (including Attorney Costs) incurred by the Agent in
connection with the preparation, execution, delivery, administration,
modification, amendment or enforcement (whether through negotiations, legal
proceedings or otherwise) of, or legal advice in respect of rights or
responsibilities under, this Agreement, any other Loan Document, or any
document contemplated by or referred to herein, to the extent that the Agent is
required to be but is not reimbursed for such expenses by or on behalf of the
Borrowers. The undertaking in this Section shall survive the payment of all
Obligations hereunder and the resignation or replacement of the Agent.

9.8 Agent in Individual Capacity. BofA and its Affiliates may
make loans to, issue letters of credit for the account of, accept deposits
from, acquire equity interests in and generally engage in any kind of banking,
trust, financial advisory, underwriting or other business with the Company and
its Subsidiaries and Affiliates as though BofA were not the Agent hereunder and
without notice to or consent of the Banks. The Banks acknowledge that,
pursuant to such activities, BofA or its Affiliates may receive information
regarding the Company or its Affiliates (including information that may be
subject to confidentiality obligations in favor of the Company or such
Subsidiary) and acknowledge that the Agent shall be under no obligation to
provide such information to them. With respect to its Loans, BofA shall have
the same rights and powers under this Agreement as any other Bank and may
exercise the same as though it were not the Agent, and the terms "Bank" and
"Banks" include BofA in its individual capacity.

9.9 Successor Agent. The Agent may, and at the request of the
Borrowers and the Majority Banks shall, resign as Agent upon 30 days' notice to
the Banks. If the Agent resigns under this Agreement, the Majority Banks shall
appoint from among the Banks a successor agent for the Banks which successor
agent shall be approved by the Borrowers. If no successor agent is appointed
prior to the effective date of the resignation of the Agent, the Agent may
appoint, after consulting with the Banks and the Borrowers, a successor agent
from among the Banks. Upon the acceptance of its appointment as successor
agent hereunder, such successor agent shall succeed to all the rights, powers
and duties of the retiring Agent and the term "Agent" shall mean such successor
agent and the retiring Agent's appointment, powers and duties as Agent shall be
terminated. After any retiring Agent's resignation hereunder as Agent, the
provisions of this Article IX and Sections 11.4 and 11.5 shall inure to its
benefit as to any actions taken or omitted to be taken by it while it was Agent
under this Agreement. If no successor agent has accepted appointment as Agent
by the date which is 30 days following a retiring Agent's notice of
resignation, the retiring Agent's resignation shall nevertheless thereupon
become effective and the Banks shall perform all of the duties of the Agent
hereunder until

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such time, if any, as the Majority Banks appoint a successor agent as provided
for above.

9.10 Withholding Tax. (a) If any Bank is a "foreign corporation,
partnership or trust" within the meaning of the Code and such Bank claims
exemption from, or a reduction of, U.S. withholding tax under Sections 1441 or
1442 of the Code, such Bank agrees with and in favor of the Agent, to deliver
to the Agent:

(i) if such Bank claims an exemption from, or a
reduction of, withholding tax under a United States tax treaty,
properly completed IRS Forms 1001 and W-8 before the payment of any
interest in the first calendar year and before the payment of any
interest in each third succeeding calendar year during which interest
may be paid under this Agreement;

(ii) if such Bank claims that interest paid under
this Agreement is exempt from United States withholding tax because it
is effectively connected with a United States trade or business of
such Bank, two properly completed and executed copies of IRS Form 4224
before the payment of any interest is due in the first taxable year of
such Bank and in each succeeding taxable year of such Bank during
which interest may be paid under this Agreement, and IRS Form W-9; and

(iii) such other form or forms as may be required
under the Code or other laws of the United States as a condition to
exemption from, or reduction of, United States withholding tax.

Such Bank agrees to promptly notify the Agent of any change in
circumstances which would modify or render invalid any claimed exemption or
reduction.

(b) If any Bank claims exemption from, or reduction of,
withholding tax under a United States tax treaty by providing IRS Form 1001 and
such Bank sells, assigns, grants a participation in, or otherwise transfers all
or part of the Obligations of the Borrowers to such Bank, such Bank agrees to
notify the Agent of the percentage amount in which it is no longer the
beneficial owner of Obligations of the Borrowers to such Bank. To the extent
of such percentage amount, the Agent will treat such Bank's IRS Form 1001 as no
longer valid.

(c) If any Bank claiming exemption from United States
withholding tax by filing IRS Form 4224 with the Agent sells, assigns, grants a
participation in, or otherwise transfers all or part of the Obligations of the
Borrowers to such Bank, such Bank agrees to undertake sole responsibility for
complying with the withholding tax requirements imposed by Sections 1441 and
1442 of the Code.

(d) If any Bank is entitled to a reduction in the
applicable withholding tax, the Agent may withhold from any

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interest payment to such Bank an amount equivalent to the applicable
withholding tax after taking into account such reduction. If the forms or
other documentation required by subsection (a) of this Section are not
delivered to the Agent, then the Agent may withhold from any interest payment
to such Bank not providing such forms or other documentation an amount
equivalent to the applicable withholding tax.

(e) If the IRS or any other Governmental Authority of the
United States or other jurisdiction asserts a claim that the Agent did not
properly withhold tax from amounts paid to or for the account of any Bank
(because the appropriate form was not delivered, was not properly executed, or
because such Bank failed to notify the Agent of a change in circumstances which
rendered the exemption from, or reduction of, withholding tax ineffective, or
for any other reason) such Bank shall indemnify the Agent fully for all amounts
paid, directly or indirectly, by the Agent as tax or otherwise, including
penalties and interest, and including any taxes imposed by any jurisdiction on
the amounts payable to the Agent under this Section, together with all costs
and expenses (including Attorney Costs). The obligation of the Banks under
this subsection shall survive the payment of all Obligations and the
resignation or replacement of the Agent.

ARTICLE X

GUARANTEES OF COMPANY AND EACH BORROWER

10.1 Guarantee. The Company and each Borrower, jointly and
severally, hereby unconditionally guarantees the due and punctual payment of
all Obligations of the Borrowers, including without limitation the due and
punctual payment of the principal of and interest on the Loans made to each
Borrower pursuant to this Agreement and the due and punctual payment of all
other amounts payable by each other Borrower under this Agreement or the other
Loan Documents. Upon failure by any Borrower to pay punctually any such
amount, upon demand by Agent, the Company or any other Borrower, as the case
may be, shall forthwith pay the amount not so paid at the place and in the
manner and with the effect specified in this Agreement. Notwithstanding
anything to the contrary contained in this Section 10.1 and elsewhere in the
Agreement to the extent this Agreement provides for joint and several
liability, the obligations and liabilities of each Borrower with respect to the
Loan and related Obligations of the other Borrower hereunder shall not at any
time exceed the "Limit of Liability" (as hereafter defined) of such Borrower.
The term "Limit of Liability", with respect to any Borrower, shall have the
meaning assigned to such term in the Subsidiary Guaranty Agreement provided
that, for purposes of this Section 10.1 all references to "Guarantor" therein
and in any other related terms shall be replaced with reference to such
Borrower.

10.2 Unconditional Obligations. The obligations of the Company and
each Borrower hereunder shall be unconditional and

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absolute and, without limiting the generality of the foregoing, shall not be
released, discharged or otherwise affected by:

(i) any extension, renewal, settlement, compromise,
waiver or release in respect of any Obligation of any Borrower or any
collateral therefor under this Agreement or the other Loan Document;

(ii) any modification or amendment of or supplement to
this Agreement or the other Loan Documents;

(iii) any change in the corporate existence, structure or
ownership of any Borrower, or any insolvency, bankruptcy,
reorganization or other similar proceeding affecting any other
Borrower or its collateral or its assets;

(iv) the existence of any claim, set-off or other rights which
a Borrower may have at any time against the Company or any other
Borrower, the Agent or any other Person, whether in connection
herewith or any unrelated transactions, provided that nothing herein
shall prevent the assertion of any such claim by separate suit or
compulsory counterclaim;

(v) any validity or unenforceability relating to or
against the Company or any Borrower for any reason of any provision or
all of this Agreement or the other Loan Documents, or any provision of
applicable law or regulation purporting to prohibit the payment by the
Company or any Borrower of the principal of or interest on any loan or
any other amount payable by it under this Agreement or the other Loan
Documents; or

(vi) any other act or omission to act or delay of any kind
by the Company or any Borrower, the Agent or any other Person or any
other circumstance whatsoever which might, but for the provisions of
this paragraph, constitute a legal or equitable discharge of the
Company's or such Borrower's obligations under this Agreement or the
other Loan Documents.

10.3 Period In Force. The Company's and each Borrower's Obligations
under this Article 10 shall remain in full force and effect until all
Obligations shall have been paid in full and this Agreement and the other
Loan Documents shall have terminated in accordance with their terms. If at
any time any payment of the principal of or interest on any loan made to a
Borrower or any other amount payable the Company or by any Borrower under
this Agreement or the other Loan Documents is rescinded or must be
otherwise restored or returned upon the insolvency, bankruptcy or
reorganization of the Company or such Borrower or otherwise, each of the
Company's and such Borrower's Obligations under this Section 10 with
respect to such payment shall be revived and continued in full force and
effect.

10.4 Waiver. THE COMPANY AND EACH BORROWER WAIVES ACCEPTANCE
HEREOF, PRESENTMENT, DEMAND, PROTEST AND ANY NOTICE NOT PROVIDED

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FOR HEREIN, AS WELL AS ANY REQUIREMENT THAT AT ANY TIME ANY ACTION BE TAKEN BY
ANY PERSON AGAINST ANY OTHER BORROWER OR ANY OTHER PERSON.

10.5 Effect of Stay. In the event that the demand for payment of
any amount payable by the Company or any Borrower under this Agreement or the
other Loan Documents is stayed upon the insolvency, bankruptcy or
reorganization of the Company or a Borrower, all such amounts otherwise subject
to acceleration under the terms of this Agreement or the other Loan Documents
shall nonetheless be payable by the Company or the other Borrowers hereunder
forthwith upon demand by Agent.

10.6 No Subrogation, Contribution, Reimbursement or Indemnity.
Notwithstanding anything to the contrary in this Section 10 and this Agreement,
the Company and the Borrowers hereby irrevocably waive all rights which may
have arisen in connection with the guarantees made pursuant to this Section 10
to be subrogated to any of the rights (whether contractual, under the United
States Bankruptcy Code, as amended, including Section 509 thereof, under common
law or otherwise) of the Agent or any of the Lenders against the Company or the
Borrowers or against any collateral security or guaranty or right of offset
held by the Agent for the payment of the Obligations until such time as all
Obligations have been fully and indefinitely paid in full. The Company and the
Borrowers hereby further irrevocably waive all contractual, common law,
statutory or other rights of reimbursement, contribution, exoneration or
indemnity (or any similar right) from or against the Company or the Borrowers
which may have arisen in connection with the guarantees made pursuant to this
Section 10 until such time as all Obligations have been fully and indefeasibly
paid in full. So long as any Obligations remain, if any amount shall be paid
by or on behalf of the Company or any Borrower to any of them on account of any
of the rights waived in this paragraph, such amount shall be held by such
Person in trust, segregated from other funds of such Person, and shall,
forthwith upon receipt, be turned over to the Agent (duly indorsed by such
Person to the Agent, if required), to be applied against the Obligations,
whether matured or unmatured, in such order as the Agent may determine. The
provisions of this paragraph shall survive the term of this Agreement and the
payment in full of the Obligations.

ARTICLE XI

MISCELLANEOUS

11.1 Amendments and Waivers. No amendment or waiver of any
provision of this Agreement or any other Loan Document, and no consent with
respect to any departure by the Borrowers therefrom, shall be effective unless
the same shall be in writing and signed by the Majority Banks (or by the Agent
at the written request of the Majority Banks) and the Borrowers and
acknowledged by the Agent, and then any such waiver or consent shall be
effective only

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in the specific instance and for the specific purpose for which given;
provided, however, that no such waiver, amendment, or consent shall, unless in
writing and signed by all the Banks and the Borrowers and acknowledged by the
Agent, do any of the following:

(a) increase or extend the Commitment of any Bank (or
reinstate any Commitment terminated pursuant to Section 8.2);

(b) postpone or delay any date fixed by this Agreement or
any other Loan Document for any payment of principal, interest, fees or other
amounts due to the Banks (or any of them) hereunder or under any other Loan
Document;

(c) reduce the principal of, or the rate of interest
specified herein on any Loan, or (subject to clause (ii) below) any fees or
other amounts payable hereunder or under any other Loan Document;

(d) change the percentage of the Commitments or of the
aggregate unpaid principal amount of the Loans which is required for the Banks
or any of them to take any action hereunder;

(e) extend the Revolving Termination Date;

(f) release any guarantor or release all or substantially
all of any collateral, if any, securing the Obligations; or

(g) amend this Section, or Section 2.14, or any provision
herein providing for consent or other action by all Banks;

and, provided further, that (i) no amendment, waiver or consent shall, unless
in writing and signed by the Agent in addition to the Majority Banks or all the
Banks, as the case may be, affect the rights or duties of the Agent under this
Agreement or any other Loan Document, and (ii) the Fee Letters may be amended,
or rights or privileges thereunder waived, in a writing executed by the parties
thereto.

11.2 Notices. (a) All notices, requests and other communications
shall be in writing (including, unless the context expressly otherwise
provides, by facsimile transmission, provided that any matter transmitted by
the Borrowers by facsimile (i) shall be immediately confirmed by a telephone
call to the recipient at the number specified on Schedule 11.2, and (ii) shall
be followed promptly by delivery of a hard copy original thereof) and mailed,
faxed or delivered, to the address or facsimile number specified for notices on
Schedule 11.2; or, as directed to the Borrowers or the Agent, to such other
address as shall be designated by such party in a written notice to the other
parties, and as directed to any other party, at such other address as shall be
designated by such party in a written notice to the Borrowers and the Agent.

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(b) All such notices, requests and communications shall,
when transmitted by overnight delivery, or faxed, be effective when delivered
for overnight (next-day) delivery, or transmitted in legible form by facsimile
machine, respectively, or if mailed, upon the third Business Day after the date
deposited into the U.S. mail, or if delivered, upon delivery; except that
notices pursuant to Article II or IX shall not be effective until actually
received by the Agent.

(c) Any agreement of the Agent and the Banks herein to
receive certain notices by telephone or facsimile is solely for the convenience
and at the request of the Borrowers. The Agent and the Banks shall be entitled
to rely on the authority of any Person purporting to be a Person authorized by
a Borrowers to give such notice and the Agent and the Banks shall not have any
liability to the or other Person on account of any action taken or not taken
by the Agent or the Banks in reliance upon such telephonic or facsimile notice.
The obligation of the Borrowers to repay the Loans shall not be affected in any
way or to any extent by any failure by the Agent and the Banks to receive
written confirmation of any telephonic or facsimile notice or the receipt by
the Agent and the Banks of a confirmation which is at variance with the terms
understood by the Agent and the Banks to be contained in the telephonic or
facsimile notice.

(d) Any Notice given by the Agent or any Bank and
addressed to a Borrower shall be deemed to constitute notice hereunder of such
event, circumstance, requirement or other matter for all Borrowers hereunder.

11.3 No Waiver; Cumulative Remedies. No failure to exercise and no
delay in exercising, on the part of the Agent or any Bank, any right, remedy,
power or privilege hereunder, shall operate as a waiver thereof; nor shall any
single or partial exercise of any right, remedy, power or privilege hereunder
preclude any other or further exercise thereof or the exercise of any other
right, remedy, power or privilege.

11.4 Costs and Expenses. The Borrowers shall:

(a) whether or not the transactions contemplated hereby
are consummated, pay or reimburse BofA (including in its capacity as Agent)
within ten Business Days after demand (subject to subsection 4.1(f)) for all
costs and expenses incurred by BofA (including in its capacity as Agent) in
connection with the development, preparation, delivery, administration and
execution of, and any amendment, supplement, waiver or modification to (in each
case, whether or not consummated), this Agreement, any Loan Document and any
other documents prepared in connection herewith or therewith, and the
consummation of the transactions contemplated hereby and thereby, including
reasonable Attorney Costs incurred by BofA (including in its capacity as Agent)
with respect thereto; and

among SCHAWK, INC.,

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