EXHIBIT 4.3 AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF NOVEMBER 18, 1996

EXHIBIT 4.3

================================================================================
--------------------------------------------------------------------------------

AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF NOVEMBER 18, 1996

AMONG

AIR-CURE TECHNOLOGIES, INC.,

BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION,

AS AGENT,

THE FIRST NATIONAL BANK OF BOSTON,

AS CO-AGENT,

AND

THE OTHER FINANCIAL INSTITUTIONS PARTY HERETO

ARRANGED BY

BA SECURITIES, INC.

================================================================================
--------------------------------------------------------------------------------
2
TABLE OF CONTENTS

Section Page

ARTICLE I

DEFINITIONS . . . . . . . . . . . . . . 1
1.1 Certain Defined Terms . . . . . . . . . . . . . . . . . . . . 1
1.2 Other Interpretive Provisions . . . . . . . . . . . . . . . . 23
1.3 Accounting Principles . . . . . . . . . . . . . . . . . . . . 24

ARTICLE II

THE CREDITS . . . . . . . . . . . . . . 24
2.1 Amounts and Terms of Commitments . . . . . . . . . . . . . . 24
(a) The Revolving Credit . . . . . . . . . . . . . . . . . 24
(b) The Term Credit . . . . . . . . . . . . . . . . . . . 24
2.2 Loan Accounts . . . . . . . . . . . . . . . . . . . . . . . . 25
2.3 Procedure for Borrowing . . . . . . . . . . . . . . . . . . . 25
2.4 Conversion and Continuation Elections . . . . . . . . . . . . 26
2.5 Voluntary Termination or Reduction of Commitments . . . . . . 27
2.6 Optional Prepayments . . . . . . . . . . . . . . . . . . . . 27
2.7 Mandatory Prepayments. . . . . . . . . . . . . . . . . . . . 28
(a) Borrowing Base Deficiency . . . . . . . . . . . . . . 28
(b) Sale of Assets . . . . . . . . . . . . . . . . . . . 28
(c) Debt Offering . . . . . . . . . . . . . . . . . . . . 28
(d) Equity Offering . . . . . . . . . . . . . . . . . . . 28
(e) Excess Cash Flow . . . . . . . . . . . . . . . . . . 28
2.8 Repayment . . . . . . . . . . . . . . . . . . . . . . . . . . 29
(a) The Revolving Credit . . . . . . . . . . . . . . . . 29
(b) The Term Credit . . . . . . . . . . . . . . . . . . . 29
2.9 Interest . . . . . . . . . . . . . . . . . . . . . . . . . . 29
2.10 Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
(a) Agency Fees . . . . . . . . . . . . . . . . . . . . . 30
(b) Commitment Fees . . . . . . . . . . . . . . . . . . . 30
2.11 Computation of Fees and Interest . . . . . . . . . . . . . . 30
2.12 Payments by the Company . . . . . . . . . . . . . . . . . . 31
2.13 Payments by the Lenders to the Agent . . . . . . . . . . . . 31
2.14 Sharing of Payments, Etc. . . . . . . . . . . . . . . . . . 32

ARTICLE III

THE LETTERS OF CREDIT . . . . . . . . . 33

i
3

Section Page

3.1 The Letter of Credit Subfacility. . . . . . . . . . . . . . . 33
3.2 Issuance, Amendment and Renewal of Letters of Credit . . . . 34
3.3 Risk Participations, Drawings and Reimbursements . . . . . . 36
3.4 Repayment of Participations . . . . . . . . . . . . . . . . . 37
3.5 Role of the Issuing Lender . . . . . . . . . . . . . . . . . 38
3.6 Obligations Absolute . . . . . . . . . . . . . . . . . . . . 39
3.7 Cash Collateral Pledge . . . . . . . . . . . . . . . . . . . 40
3.8 Letter of Credit Fees . . . . . . . . . . . . . . . . . . . . 40
3.9 Uniform Customs and Practice . . . . . . . . . . . . . . . . 40

ARTICLE IV

TAXES, YIELD PROTECTION AND ILLEGALITY . . . . . . . 40
4.1 Taxes. . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
4.2 Illegality . . . . . . . . . . . . . . . . . . . . . . . . . 41
4.3 Increased Costs and Reduction of Return . . . . . . . . . . . 42
4.4 Funding Losses . . . . . . . . . . . . . . . . . . . . . . . 43
4.5 Inability to Determine Rates . . . . . . . . . . . . . . . . 44
4.6 Certificates of Lenders . . . . . . . . . . . . . . . . . . . 44
4.7 Substitution of Lenders . . . . . . . . . . . . . . . . . . . 44
4.8 Survival . . . . . . . . . . . . . . . . . . . . . . . . . . 44

ARTICLE V

CONDITIONS PRECEDENT . . . . . . . . . . . . 44
5.1 Conditions of Initial Credit Extensions . . . . . . . . . . . 44
(a) Credit Agreement and Notes . . . . . . . . . . . 45
(b) Resolutions; Incumbency . . . . . . . . . . . . . 45
(c) Certificate . . . . . . . . . . . . . . . . . . . 45
(d) Legal Opinions . . . . . . . . . . . . . . . . . 45
(e) Payment of Fees . . . . . . . . . . . . . . . . . 46
(f) Guaranty . . . . . . . . . . . . . . . . . . . . 46
(g) Security Agreement, etc. . . . . . . . . . . . . 46
(h) . . . . . . . . . . . . . . . . . . . . . . . . 46
(k) Other Documents . . . . . . . . . . . . . . . . . 47
5.2 Conditions to All Credit Extensions . . . . . . . . . . . . . 47
(a) Notice, Application . . . . . . . . . . . . . . . 47
(b) Continuation of Representations and Warranties . 47
(c) No Existing Default . . . . . . . . . . . . . . . 47

ARTICLE VI

REPRESENTATIONS AND WARRANTIES . . . . . . . . . 47
6.1 Corporate Existence and Power . . . . . . . . . . . . . . . . 47

ii
4

Section Page

6.2 Corporate Authorization; No Contravention . . . . . . . . . . 48
6.3 Governmental Authorization . . . . . . . . . . . . . . . . . 48
6.4 Binding Effect . . . . . . . . . . . . . . . . . . . . . . . 48
6.5 Litigation . . . . . . . . . . . . . . . . . . . . . . . . . 48
6.6 No Default . . . . . . . . . . . . . . . . . . . . . . . . . 49
6.7 ERISA Compliance . . . . . . . . . . . . . . . . . . . . . . 49
6.8 Use of Proceeds; Margin Regulations . . . . . . . . . . . . . 50
6.9 Title to Properties . . . . . . . . . . . . . . . . . . . . . 50
6.10 Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
6.11 Financial Condition . . . . . . . . . . . . . . . . . . . . . 50
6.12 Environmental Compliance . . . . . . . . . . . . . . . . . . 50
(a) No Violations . . . . . . . . . . . . . . . . . . 50
(b) Notices . . . . . . . . . . . . . . . . . . . . . 51
(c) Handling of Hazardous Substances . . . . . . . . 51
(d) Clean-Ups . . . . . . . . . . . . . . . . . . . . 52
(e) Investigations . . . . . . . . . . . . . . . . . . 52
6.13 Regulated Entities . . . . . . . . . . . . . . . . . . . . . 52
6.14 No Burdensome Restrictions . . . . . . . . . . . . . . . . . 52
6.15 Copyrights, Patents, Trademarks and Licenses, etc . . . . . . 52
6.16 Subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . 52
6.17 Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . 53
6.18 Solvency, etc . . . . . . . . . . . . . . . . . . . . . . . . 53
6.19 Labor Matters . . . . . . . . . . . . . . . . . . . . . . . . 53
6.22 Full Disclosure . . . . . . . . . . . . . . . . . . . . . . . 54

ARTICLE VII

AFFIRMATIVE COVENANTS . . . . . . . . . . . . 54
7.1 Financial Statements . . . . . . . . . . . . . . . . . . . . 54
7.2 Certificates; Other Information . . . . . . . . . . . . . . . 55
7.3 Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . 56
7.4 Preservation of Corporate Existence, Etc . . . . . . . . . . 58
7.5 Maintenance of Property . . . . . . . . . . . . . . . . . . . 58
7.6 Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . 58
7.7 Payment of Obligations . . . . . . . . . . . . . . . . . . . 58
7.8 Compliance with Laws . . . . . . . . . . . . . . . . . . . . 59
7.9 Compliance with ERISA . . . . . . . . . . . . . . . . . . . . 59
7.10 Inspection of Property and Books and Records . . . . . . . . 59
7.11 Environmental Matters . . . . . . . . . . . . . . . . . . . 59
7.12 Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . 60
7.14 Further Assurances . . . . . . . . . . . . . . . . . . . . . 60

iii
5

Section Page

7.15 Interest Rate Protection . . . . . . . . . . . . . . . . . . 60
7.16 Real Estate Documentation. . . . . . . . . . . . . . . . . . 60

ARTICLE VIII

NEGATIVE COVENANTS . . . . . . . . . . . . 61
8.1 Limitation on Liens . . . . . . . . . . . . . . . . . . . . . 61
8.2 Disposition of Assets . . . . . . . . . . . . . . . . . . . . 62
8.3 Consolidations and Mergers . . . . . . . . . . . . . . . . . 63
8.4 Loans and Investments . . . . . . . . . . . . . . . . . . . . 63
8.5 Limitation on Indebtedness . . . . . . . . . . . . . . . . . 64
8.6 Transactions with Affiliates . . . . . . . . . . . . . . . . 64
8.7 Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . 64
8.8 Contingent Obligations . . . . . . . . . . . . . . . . . . . 64
8.9 Sale-Leaseback Arrangements. . . . . . . . . . . . . . . . 65
8.10 Lease Obligations . . . . . . . . . . . . . . . . . . . . . 65
8.11 Minimum Interest Coverage Ratio . . . . . . . . . . . . . . 65
8.12 Maximum Indebtedness to Capitalization Ratio . . . . . . . . 66
8.13 Minimum Net Worth . . . . . . . . . . . . . . . . . . . . . 66
8.14 Underbillings Ratio . . . . . . . . . . . . . . . . . . . . 66
8.15 Minimum Consolidated Net Income . . . . . . . . . . . . . . 66
8.16 Current Ratio . . . . . . . . . . . . . . . . . . . . . . . 66
8.17 Maximum Total Indebtedness to EBITDA . . . . . . . . . . . . 66
8.18 Restricted Payments . . . . . . . . . . . . . . . . . . . . 67
8.19 ERISA . . . . . . . . . . . . . . . . . . . . . . . . . . . 67
8.20 Change in Business . . . . . . . . . . . . . . . . . . . . . 67
8.21 Accounting Changes . . . . . . . . . . . . . . . . . . . . . 67
8.22 Foreign Subsidiaries . . . . . . . . . . . . . . . . . . . . 67
8.23 Negative Pledges . . . . . . . . . . . . . . . . . . . . . . 68
8.24 Capital Expenditures . . . . . . . . . . . . . . . . . . . . 68

ARTICLE IX

EVENTS OF DEFAULT . . . . . . . . . . . . . 68
9.1 Event of Default . . . . . . . . . . . . . . . . . . . . . . 68
(a) Non-Payment . . . . . . . . . . . . . . . . . . . 68
(b) Representation or Warranty . . . . . . . . . . . 68
(c) Specific Defaults . . . . . . . . . . . . . . . . 68
(d) Other Defaults . . . . . . . . . . . . . . . . . 68
(e) Cross-Default . . . . . . . . . . . . . . . . . . 68
(f) Insolvency; Voluntary Proceedings . . . . . . . . 69

iv
6

Section Page

(g) Involuntary Proceedings . . . . . . . . . . . . . 69
(h) ERISA . . . . . . . . . . . . . . . . . . . . . . 69
(i) Monetary Judgments . . . . . . . . . . . . . . . 69
(j) Non-Monetary Judgments . . . . . . . . . . . . . 70
(k) Guarantor Defaults . . . . . . . . . . . . . . . 70
(l) Security Agreement, etc. . . . . . . . . . . . . 70
(m) Pledge Agreements . . . . . . . . . . . . . . . . 70
(n) Material Environmental Events . . . . . . . . . . 70
(o) Change of Control . . . . . . . . . . . . . . . 70
9.2 Remedies . . . . . . . . . . . . . . . . . . . . . . . . . . 70
9.3 Rights Not Exclusive . . . . . . . . . . . . . . . . . . . . 71

ARTICLE X

THE AGENT . . . . . . . . . . . . . . . 71
10.1 Appointment and Authorization . . . . . . . . . . . . . . . 71
10.2 Delegation of Duties . . . . . . . . . . . . . . . . . . . . 72
10.3 Liability of Agent . . . . . . . . . . . . . . . . . . . . . 72
10.4 Reliance by Agent . . . . . . . . . . . . . . . . . . . . . 72
10.5 Notice of Default . . . . . . . . . . . . . . . . . . . . . 73
10.6 Credit Decision . . . . . . . . . . . . . . . . . . . . . . 73
10.7 Indemnification of Agent . . . . . . . . . . . . . . . . . . 74
10.8 Agent in Individual Capacity . . . . . . . . . . . . . . . . 74
10.9 Successor Agent . . . . . . . . . . . . . . . . . . . . . . 74
10.10 Withholding Tax . . . . . . . . . . . . . . . . . . . . . . 75
10.11 Collateral Matters . . . . . . . . . . . . . . . . . . . . . 76
10.12 Co-Agent . . . . . . . . . . . . . . . . . . . . . . . . . . 77
11.1 Amendments and Waivers . . . . . . . . . . . . . . . . . . . 77
11.2 Notices . . . . . . . . . . . . . . . . . . . . . . . . . . 78
11.3 No Waiver; Cumulative Remedies . . . . . . . . . . . . . . . 79
11.4 Costs and Expenses . . . . . . . . . . . . . . . . . . . . . 79
11.5 Company Indemnification . . . . . . . . . . . . . . . . . . 79
11.6 Payments Set Aside . . . . . . . . . . . . . . . . . . . . . 80
11.7 Successors and Assigns . . . . . . . . . . . . . . . . . . . 80
11.8 Assignments, Participations, etc. . . . . . . . . . . . . . 80
11.9 Confidentiality . . . . . . . . . . . . . . . . . . . . . . 81
11.10 Set-off . . . . . . . . . . . . . . . . . . . . . . . . . . 82
11.11 Automatic Debits of Fees . . . . . . . . . . . . . . . . . 82
11.12 Notification of Addresses, Lending Offices, Etc. . . . . . 82
11.13 Counterparts . . . . . . . . . . . . . . . . . . . . . . . 83
11.14 Severability . . . . . . . . . . . . . . . . . . . . . . . 83

v
7

Section Page

11.15 No Third Parties Benefited . . . . . . . . . . . . . . . . 83
11.16 Governing Law and Jurisdiction . . . . . . . . . . . . . . 83
11.17 Waiver of Jury Trial . . . . . . . . . . . . . . . . . . . 83
11.18 Consent to Release of Subsidiaries . . . . . . . . . . . . 84
11.19 Entire Agreement . . . . . . . . . . . . . . . . . . . . . 84

vi
8
SCHEDULES

Schedule 1.1A Commitments and Pro Rata Shares
Schedule 1.1B Pricing Schedule

Schedule 6.11 Financial Condition
Schedule 6.16 Subsidiaries and Minority Interests
Schedule 6.17 Insurance Matters
Schedule 6.21 Real Property
Schedule 8.1 Permitted Liens
Schedule 8.5 Permitted Indebtedness
Schedule 8.8 Contingent Obligations
Schedule 11.2 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-1 Form of Opinion of Counsel to the Company and the
Guarantors
Exhibit D-2 Form of Opinion of Illinois Counsel to the Company and the
Guarantors
Exhibit D-3 Form of Opinion of Louisiana Counsel to the Company and the
Guarantors
Exhibit E Copy of Guaranty
Exhibit F Copy of Security Agreement
Exhibit G-1 Copy of Company Pledge Agreement
Exhibit G-2 Form of Subsidiary Pledge Agreement
Exhibit H Form of Assignment and Acceptance
Exhibit I Form of Promissory Note
Exhibit J Form of Borrowing Base Certificate
Exhibit K Form of Reaffirmation of Loan Documents

vii
9
AMENDED AND RESTATED CREDIT AGREEMENT

This AMENDED AND RESTATED CREDIT AGREEMENT is entered into as of
November 18, 1996, among AIR-CURE TECHNOLOGIES, INC., a Delaware corporation
(the "Company"), the several financial institutions from time to time party to
this Agreement (collectively the "Lenders"; individually each a "Lender"), BANK
OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, as agent for the Lenders,
and THE FIRST NATIONAL BANK OF BOSTON, as Co-Agent.

WHEREAS, the Company, certain of the Lenders and Bank of America
National Trust and Savings Association, as agent, entered into a Credit
Agreement dated as of October 18, 1995, as amended (the "Original Credit
Agreement");

WHEREAS, the Lenders have agreed to rearrange, restructure, extend and
increase the credit facilities available under the Original Credit Agreement by
making available to the Company a term loan and revolving credit facility with
letter of credit subfacility upon the terms and conditions set forth in this
Agreement; and

WHEREAS, to give effect to the foregoing the Company, the Lenders and
the Agent desire to enter into this Agreement to amend and restate the Original
Credit Agreement;

NOW, THEREFORE, in consideration of the mutual agreements contained
herein, the parties hereby amend and restate the Original Credit Agreement in
its entirety as follows:

ARTICLE I

DEFINITIONS

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

Account Debtor means any Person who is obligated to the
Company or any Subsidiary under, with respect to, or on account of an
Account Receivable.

Accounts Receivable means, with respect to any Person, any
right of such Person to payment for goods sold or leased or for
services rendered, whether or not evidenced by an instrument or
chattel paper and whether or not yet earned by performance.

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,

1
10
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 a Subsidiary is the surviving
entity.

Affected Lender - see Section 4.7.

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 such other Person, whether through the
ownership of voting securities or membership interests, by contract,
or otherwise. Without limiting the foregoing, any Person which is an
officer, director or 10% or greater shareholder of the Company, or a
member of the immediate family of any such officer, director or 10% or
greater shareholder, shall be deemed to be an Affiliate of the
Company.

Agent means BofA in its capacity as agent for the Lenders
hereunder, and any successor agent arising under Section 10.9.

Agent-Related Persons means BofA and any successor agent
arising under Section 10.9, together with their respective Affiliates
(including, in the case of BofA, BAI), and the officers, directors,
employees, agents and attorneys-in-fact of such Persons and
Affiliates.

Agent's Payment Office means 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.

Agreement means this Amended and Restated Credit Agreement.

Applicable Margin means, with respect to Base Rate Loans and
Offshore Rate Loans, the percentages determined in accordance with the
Pricing Schedule attached hereto as Schedule 1.1B.

Arranger means BA Securities, Inc.

Assignment and Acceptance - see Section 11.8(a).

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

BAI means Bank of America Illinois, an Illinois banking
corporation.

2
11
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 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, or on a daily basis in the case of (a)
above.

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

Beneficial Owner shall have the meaning assigned thereto in
Rule 13d-3 of the SEC under the Exchange Act as in effect on the date
hereof.

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

Borrowing means a borrowing hereunder consisting of Revolving
Loans or Term Loans of the same Type made to the Company on the same
day by the Lenders under Article II, and, other than in the case of
Base Rate Loans, having the same Interest Period.

Borrowing Base means the sum of (a) 85% of Eligible Accounts
Receivable of the Company and its Subsidiaries, plus (b) 50% of
Eligible Inventory of the Company and its Subsidiaries, plus (c) 25%
of Eligible WIP of the Company and its Subsidiaries, plus (d) 25% of
Eligible Underbillings.

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 an Offshore Rate Loan, means such a
day on which dealings are carried on in the applicable offshore dollar
interbank market.

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.

3
12
Cash Collateralize means to pledge and deposit with or deliver
to the Agent, for the benefit of the Agent, the Issuing Lenders and
the Lenders, as additional collateral for the L/C Obligations, cash or
deposit account balances pursuant to documentation in form and
substance satisfactory to the Agent and the Issuing Lenders (which
documents are hereby consented to by the Lenders). Derivatives of
such term shall have corresponding meaning. The Company hereby grants
the Agent, for the benefit of the Agent, the Issuing Lender and the
Lenders, a security interest in all such cash and deposit account
balances. Cash collateral shall be maintained in blocked, interest
bearing deposit accounts at BofA or an Affiliate thereof.

CERCLA - see subsection 6.12(a).

Change of Control means that (a) any Person or group (within
the meaning of Rule 13d-5 of the SEC under the Exchange Act), other
than any Person who owns on the date of this Agreement more than 10%
of the outstanding common stock of the Company or any spouse or
descendant thereof (or any trust solely for the benefit of one or more
of the foregoing) or any Affiliate of any of the foregoing, shall
become the Beneficial Owner of 20% or more of the Voting Stock of the
Company or (b) a majority of the members of the Board of Directors of
the Company shall cease to be Continuing Members.

Closing Date means the date on which all conditions precedent
set forth in Section 5.1 are satisfied or waived by all Lenders (or,
in the case of subsection 5.1(e), waived by the Person entitled to
receive such payment).

Co-Agent means The First National Bank of Boston in its
capacity as co-agent for the Lenders hereunder.

Code means the Internal Revenue Code of 1986.

Commitment means, as to each Lender, the amount set forth
opposite such Lender's name on Schedule 1.1A, as adjusted from time to
time in accordance with the terms of this Agreement.

Company - see the introductory clause hereto.

Company Pledge Agreement means the Pledge Agreement between
the Company and the Agent, a copy of which is attached hereto as
Exhibit G-1.

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

Computation Period means each period of four consecutive
fiscal quarters of the Company ending on the last day of a fiscal
quarter.

4
13
Consolidated Net Income means, with respect to the Company and
its Subsidiaries for any period, the net income (or loss) of the
Company and its Subsidiaries for such period, excluding (i) any
extraordinary or non-recurring gains during such period and (ii) to
the extent applicable, the $4,200,000 restructuring charge taken by
the Company in the first quarter of 1996. Prior to the first
anniversary of the consummation of the Ohmstede Acquisition, the
financial results of ▇▇▇▇▇▇▇▇, Inc. for the relevant period will be
included for purposes of calculating Consolidated Net Income (without
any adjustment for cost savings or other synergies).

Contingent Obligation means, as to any Person, any direct or
indirect liability of such 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
obligation") of another Person (the "primary obligor"), including any
obligation of such Person (i) to purchase, repurchase or otherwise
acquire such primary obligation or any security therefor, (ii) to
advance or provide funds for the payment or discharge of any 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 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 primary obligation against loss in respect thereof
(each, a "Guaranty Obligation"); (b) with respect to any Surety
Instrument (other than any Letter of Credit) issued for the account of
such Person or as to which such 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
determinable, 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.

Continuing Member means a member of the Board of Directors of
the Company who either (a) was a member of the Company's Board of
Directors on the Closing Date and has been such continuously
thereafter or (b) became a member of such Board of Directors after the
Closing Date and whose election or nomination for election was
approved by a vote of the majority of the Continuing Members then
members of the Company's Board of Directors.

5
14
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 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, the Company (a) converts Loans of one Type to the other
Type or (b) continues as Offshore Rate Loans, but with a new Interest
Period, Offshore Rate Loans having Interest Periods expiring on such
date.

Current Ratio means, at any time, (a) the consolidated current
assets of the Company and its Subsidiaries divided by (b) the
consolidated current liabilities (excluding current maturities of
long-term Indebtedness) of the Company and its Subsidiaries.

Credit Extension means and includes (a) the making of any Loan
hereunder and (b) the Issuance of any Letter of Credit hereunder.

Dollars and $ mean lawful money of the United States.

EBITDA means, for any Computation Period, Consolidated Net
Income before deducting Interest Expense, income tax expense,
depreciation and amortization (including amortization of debt discount
and debt issuance costs) for such Computation Period. Prior to the
first anniversary of the consummation of the Ohmstede Acquisition, the
financial results of ▇▇▇▇▇▇▇▇, Inc. for the relevant period will be
included for purposes of calculating EBITDA (without any adjustments
for cost savings or other synergies).

Effective Amount means, with respect to any outstanding L/C
Obligations on any date, the amount of such L/C Obligations on such
date after giving effect to any Issuances of Letters of Credit
occurring on such date and any other changes in the aggregate amount
of the L/C Obligations as of such date, including as a result of any
reimbursements of outstanding unpaid drawings under any Letter of
Credit or any reduction in the maximum amount available for drawing
under any Letter of Credit taking effect on such date.

Eligible Account Receivable means an Account Receivable owing
to the Company or any Subsidiary which meets all of the following
requirements:

(1) it arises from either (a) the performance of services
by the Company or the applicable Subsidiary, which services have been
fully performed and, if applicable, acknowledged and/or accepted by
the Account Debtor with respect thereto; or (b) the sale or lease of
goods by the Company or the applicable Subsidiary; and if it arises
from the sale or lease of goods, (i) such goods comply with such
Account

6
15
Debtor's specifications (if any) and have been shipped to, or
delivered to and accepted by, such Account Debtor, or the Company or
such Subsidiary is entitled under the terms of the contract or
purchase order governing the sale and purchase of such goods to
invoice such Account Debtor therefor, and (ii) in the case of goods
which have been shipped or delivered to such Account Debtor, the
Company or such Subsidiary has possession of, or if requested by the
Agent has delivered to the Agent, shipping and delivery receipts
evidencing such shipment, delivery and acceptance;

(2) it is evidenced by an invoice rendered to the Account
Debtor with respect thereto which is dated not earlier than the date
of shipment or performance;

(3) it (a) is subject to a perfected Lien in favor of the
Agent and (b) is not subject to any other assignment, claim or Lien
other than Liens consented to by the Required Lenders;

(4) it is a valid, legally enforceable and unconditional
obligation of the Account Debtor with respect thereto, and is not
subject to setoff, counterclaim, credit, allowance, discount (except
any credit, allowance or discount which has been deducted in computing
the net amount of the applicable invoice as shown in the original
schedule or Borrowing Base Certificate furnished to the Lenders
identifying or including such Account Receivable) or adjustment by the
Account Debtor with respect thereto, or to any claim by such Account
Debtor denying liability thereunder in whole or in part, and such
Account Debtor has not refused to accept any of the goods or services
which are the subject of such Account Receivable or offered or
attempted to return any of such goods;

(5) neither the Company nor the applicable Subsidiary has
knowledge of any bankruptcy, insolvency or similar proceeding by or
against the Account Debtor with respect thereto or of any other
proceeding or action which is threatened or pending against such
Account Debtor or to which such Account Debtor is a party which is
likely to result in any material adverse change in such Account
Debtor's financial condition or in its ability to pay any Account
Receivable in full when due;

(6) it does not arise out of a contract or order which,
by its terms, forbids, restricts or makes void or unenforceable the
assignment by the Company or the applicable Subsidiary to the Agent of
the Account Receivable arising with respect thereto;

(7) the Account Debtor with respect thereto is not an
Affiliate of the Company or a director, officer, employee or agent of
the Company or an Affiliate thereof;

(8) it is not an Account Receivable arising from a "sale
on approval," "sale or return" or "consignment," or subject to any
other repurchase or return agreement;

7
16
(9) it is not an Account Receivable with respect to which
possession and/or control of the goods sold giving rise thereto is
held, maintained or retained by the Company or any Subsidiary (or by
any agent or custodian of the Company or any Subsidiary) for the
account of or subject to further and/or future direction from the
Account Debtor with respect thereto, unless authorized or contemplated
in the contract or purchase order governing such sale;

(10) it arises in the ordinary course of the Company's or
the applicable Subsidiary's business;

(11) such Account Receivable is not more than 90 days past
the due date thereof according to the original terms of sale; and

(12) not more than 25% of the amount of all Accounts
Receivable owing by such Account Debtor to the Company and its
Subsidiaries remains unpaid 90 days past the due date of the original
invoice thereof according to the original terms of sale.

An Account Receivable which is at any time an Eligible Account Receivable, but
which subsequently fails to meet any of the foregoing requirements, shall
forthwith cease to be an Eligible Account Receivable.

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 $100,000,000; (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 OECD), or a political subdivision of any such country, and having
a combined capital and surplus of at least $100,000,000, 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 Lender, (B) a
Subsidiary of a Person of which a Lender is a Subsidiary, or (C) a
Person of which a Lender is a Subsidiary.

Eligible Inventory means all goods of the Company and its
Subsidiaries which are held for lease or sale or held as raw materials
or supplies, and which meet all of the following requirements:

(1) it (a) is subject to a perfected Lien in favor of the
Agent and (b) is not subject to any assignment, claim or Lien other
than Liens consented to by the Required Lenders;

(2) if held for sale or lease or furnishing under
contracts of service, it is (except as the Required Lenders may
otherwise consent in writing) new, unused and in first-class
condition;

8
17
(3) except as the Required Lenders may otherwise consent,
it is in the possession and control of the Company or the applicable
Subsidiary;

(4) it is not inventory which is dedicated to,
identifiable with, or otherwise specifically to be used in the
manufacture of goods which are to be sold or leased to the United
States of America or any department, agency or instrumentality
thereof, and in respect of which inventory the Company or the
applicable Subsidiary shall have received any progress or other
advance payment which is or may be credited against any Account
Receivable generated upon the sale or lease of any such goods;

(5) it is not inventory produced in violation of the Fair
Labor Standards Act and subject to the "hot goods" provisions
contained in Title 29 U.S.C. Section 215 or any successor statute or
section;

(6) it is not inventory bearing a servicemark, trademark
or name of any Person other than the Company or the applicable
Subsidiary, or with respect to which the use by the Company or the
applicable Subsidiary or the manufacture or sale thereof by the
Company or the applicable Subsidiary is subject to any licensing,
patent, royalty, trademark, tradename or copyright agreement with any
other Person, and such inventory is not subject to any agreement which
would restrict the Agent's ability to sell or otherwise dispose of
such inventory;

(7) it is not (i) packaging or shipping materials, (ii)
goods used in connection with maintenance or repair of the Company's
or the applicable Subsidiary's business, properties or assets, or
(iii) work in process; and

(8) it is not held for sale at a "close-out" or otherwise
offered generally at a discount as part of a discontinued line.

Inventory of the Company or any Subsidiary which is at any time Eligible
Inventory but which subsequently fails to meet any of the foregoing
requirements shall forthwith cease to be Eligible Inventory.

Eligible Underbillings means Underbillings of the Company and
its Subsidiaries net of ▇▇▇▇▇▇▇▇ in excess of cost.

Eligible WIP means all goods of the Company and its
Subsidiaries which constitute work in process and which meet all the
requirements set forth in clauses (1), (3), (4) and (5) of the
definition of Eligible Inventory. Work in process of the Company or
any Subsidiary which is at any time Eligible WIP but which
subsequently fails to meet any of the foregoing requirements shall
forthwith cease to be Eligible WIP.

9
18
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
(including RCRA, CERCLA, ▇▇▇▇, the Federal Clean Water Act, the
Federal Clean Air Act and the Toxic Substances Control Act), 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
Authority, in each case relating to environmental, health, safety or
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 the Company 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 substantial cessation of operations which is
treated as such a withdrawal; (c) a complete or partial withdrawal by
the Company 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 Pension
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 the
Company or any ERISA Affiliate.

Event of Default means any of the events or circumstances
specified in Section 9.1.

Excess Cash Flow means, for any fiscal year, (i) the sum for
such year of EBITDA plus extraordinary or non-recurring gains (other
than non-cash gains) plus any increase in cash and cash equivalents
since the end of the prior fiscal year, minus (ii) the sum for such
year of (A) all capital expenditures (excluding any expenditures
financed through capitalized leases or purchase money financing), (B)
all prepayments

10
19
on Term Loans, (C) any permanent reduction of the Revolving
Commitment, (D) income tax expense, (E) Interest Expense, (F) any net
increase in working capital since the end of the prior fiscal year,
(G) extraordinary or nonrecurring cash losses, and (H) cash proceeds
from asset dispositions to the extent included in EBITDA (except to
the extent used to prepay Term Loans).

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.

Financial L/C Fee Rate means the rate determined in accordance
with Schedule 1.1B in the case of each Financial Letter of Credit;
provided that the foregoing rate shall be increased by 2% at any time
an Event of Default exists.

Financial Letter of Credit means any Letter of Credit which
any Lender is required under any Requirement of Law (including under
12 CFR Part 3, Appendix A, Section 3, clause (b)) to classify as a
financial letter of credit with respect to its issuance thereof or
participation therein pursuant to this Agreement.

Foreign Subsidiary means (a) as of the Closing Date, each of
Air-Cure Environmental GmbH, Air-Cure (Singapore) Ltd. and Air-Cure
(Canada) Technologies, Ltd, and (b) thereafter, each Person listed in
clause (a) and each other Person which becomes a Subsidiary of the
Company and is not organized under the laws of any state of, and
conducts substantially all of its business outside of, the United
States.

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

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

11
20
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.

Guarantor means (a) as of the Closing Date, each of the
Subsidiaries listed on Schedule 6.16, other than Foreign Subsidiaries,
and ▇▇▇▇▇▇▇▇, Inc., and (b) thereafter, each Person listed in clause
(a) and each other Person which executes and delivers a counterpart of
the Guaranty.

Guaranty means the Guaranty issued by the Guarantors, a copy
of which is attached hereto as Exhibit E.

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

Hazardous Substances - see subsection 6.12(b).

Honor Date - see subsection 3.3(b).

Immaterial Law means any provision of any Environmental Law
the violation of which will not (a) violate any judgment, decree or
order which is binding upon the Company or any Subsidiary, (b) result
in or threaten (either immediately or with the passage of time) any
injury to public health or the environment or any material damage to
the property of any Person or (c) result in any liability or expense
(other than any de minimis liability or expense) for the Company or
any Subsidiary (either immediately or with the passage of time);
provided that no provision of any Environmental Law shall be an
Immaterial Law if the Agent has notified the Company that the Required
Lenders have determined in good faith that such provision is material.

Immaterial Notice means a notice from or allegation by a
Person which is not Governmental Authority or agency (or a
representative thereof) regarding any event or condition relating to
the environment for which the Company or any Subsidiary may have any
liability or any breach by the Company or any Subsidiary of any
Environmental Law, which notice or allegation (a) has not given rise
to any judicial or regulatory case or proceeding and (b) in the
reasonable judgment the Company, is not likely to result in any
liability or expense (other than any de minimis liability or expense)
for the Company or the applicable Subsidiary.

Indebtedness of any Person means, without duplication, (a) all
indebtedness of such Person for borrowed money; (b) all obligations
issued, undertaken or assumed by such Person as the deferred purchase
price of property or services (other than trade payables entered into
in the ordinary course of business on ordinary terms); (c)

12
21
all non-contingent reimbursement or payment obligations by such Person
with respect to Surety Instruments; (d) all obligations of such Person
evidenced by notes, bonds, debentures or similar instruments; (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 such Person (even though the
rights and remedies of the seller or lender under such agreement in
the event of default are limited to repossession or sale of such
property); (f) all obligations of such Person with respect to capital
leases; (g) all net obligations of such Person with respect to Swap
Contracts; (h) all indebtedness of such Person 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 of such Person in respect of indebtedness
or obligations of others of the kinds referred to in clauses (a)
through (g) above.

Indemnified Liabilities - see Section 11.5.

Indemnified Person - see Section 11.5.

Independent Auditor - see subsection 7.1(a).

Insolvency Proceeding means, without respect to any Person,
(a) any case, action or proceeding with respect to such Person before
any court or other Governmental Authority relating to bankruptcy,
reorganization, insolvency, liquidation, receivership, dissolution,
winding-up or relief of debtors (including any proceeding under the
Bankruptcy Code) or (b) any general assignment for the benefit of
creditors, composition, marshalling of assets for creditors, or other,
similar arrangement in respect of such Person's creditors generally or
any substantial portion of such creditors.

Interest Coverage Ratio means, as of the last day of any
fiscal quarter beginning with the fiscal quarter ending March 31,
1997, the ratio of (a) Consolidated Net Income before deducting
Interest Expense and income tax expense for the Computation Period
ending on such day, to (b) Interest Expense for such Computation
Period.

Interest Expense means for any period the consolidated
interest expense of the Company and its Subsidiaries for such period
(including all imputed interest on capital leases, but excluding any
amortization of debt discount and any loan transaction costs or lender
fees other than interest and fees at the rates stated in the
instruments giving rise to such interest and fees).

13
22
Interest Payment Date means (i) as to any Offshore Rate Loan,
the last day of each Interest Period applicable to such Loan,
provided, however, that if any Interest Period for any Offshore Rate
Loan exceeds three months, the date that falls three months after the
beginning of such Interest Period is also an Interest Payment Date;
and (ii) as to any Base Rate Loan, the last Business Day of each
calendar quarter.

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 Company 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, such Interest Period shall
be extended to the following Business Day unless 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 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 scheduled Revolving Termination Date;
and

(iv) no Interest Period applicable to a Term Loan
or portion thereof shall extend beyond any date upon which is
due any scheduled principal payment in respect of the Term
Loans unless the aggregate principal amount of Term Loans
represented by Base Rate Loans, or by Offshore Rate Loans
having Interest Periods that will expire on or before such
date, equals or exceeds the amount of such principal payment.

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

Issuance Date - see subsection 3.1(a).

Issue means, with respect to any Letter of Credit, to issue or
to extend the expiry of, or to renew or increase the amount of, such
Letter of Credit; and the terms "Issued," "Issuing" and "Issuance"
have corresponding meanings.

14
23
Issuing Lender means BAI in its capacity as issuer of one or
more Letters of Credit hereunder, together with any replacement letter
of credit issuer arising under subsection 10.1(b) or Section 10.9.

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 (provided that the term Joint
Venture shall not include any Subsidiary).

L/C Advance means each Lender's participation in any L/C
Borrowing in accordance with its Pro Rata Share.

L/C Amendment Application means an application form for
amendment of an outstanding standby letter of credit as shall at any
time be in use at the Issuing Lender, as the Issuing Lender shall
request.

L/C Application means an application form for issuance of a
standby letter of credit as shall at any time be in use by the Issuing
Lender, as the Issuing Lender shall request.

L/C Borrowing means an extension of credit resulting from a
drawing under any Letter of Credit which shall not have been
reimbursed on the date when made nor converted into a Borrowing of
Revolving Loans under subsection 3.3(c).

L/C Commitment means the commitment of the Issuing Lenders to
Issue, and the commitment of the Lenders severally to participate in,
Letters of Credit from time to time Issued under Article III, in an
aggregate amount not to exceed on any date the lesser of $10,000,000
and the amount of the Revolving Commitment; it being understood that
the L/C Commitment is a part of the Revolving Commitment, rather than
a separate, independent commitment.

L/C Obligations means at any time the sum of (a) the aggregate
undrawn amount of all Letters of Credit then outstanding, plus (b) the
amount of all unreimbursed drawings under all Letters of Credit,
including all outstanding L/C Borrowings.

L/C-Related Documents means the Letters of Credit, the L/C
Applications, the L/C Amendment Applications and any other document
relating to any Letter of Credit, including any of the Issuing
Lender's standard form documents for letter of credit issuances.

15
24
Lender - see the introductory clause hereto. References to
the "Lenders" shall include the Issuing Lender in its capacity as
such; for purposes of clarification only, to the extent that the
Issuing Lender may have any rights or obligations in addition to those
of the other Lenders due to its status as Issuing Lender, its status
as such will be specifically referenced.

Lending Office means, as to any Lender, the office or offices
of such Lender 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 Lender may from time to
time specify to the Company and the Agent.

Letter of Credit means any standby letter of credit Issued by
the Issuing Lender pursuant to Article III.

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, or any financing lease having substantially the same
economic effect as any of the foregoing, but not including the
interest of a lessor under an operating lease).

Loan means an extension of credit by a Lender to the Company
under Article II or Article III in the form of a Revolving Loan, Term
Loan or L/C Advance. Each Revolving Loan may be, and each Term Loan
may be divided into tranches which may be, a Base Rate Loan or an
Offshore Rate Loan (each a "Type" of Loan).

Loan Documents means this Agreement, any Note, the L/C-Related
Documents, the Security Agreement, the Guaranty, the Pledge
Agreements, each Mortgage and all other documents (including any
mortgage, leasehold mortgage or dead of trust) delivered to the Agent
or any Lender in connection herewith.

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

Material Adverse Effect means (a) a material adverse change
in, or a material adverse effect upon, the operations, business,
properties, condition (financial or otherwise) or prospects of the
Company and its Subsidiaries taken as a whole; or (b) a material
adverse effect upon the legality, validity, binding effect or
enforceability against the Company or any Guarantor of any Loan
Document.

16
25
Mortgage means a mortgage, deed of trust or similar document
granting a Lien on real property in appropriate form for filing or
recording in the applicable jurisdiction and otherwise reasonably
satisfactory to the Agent.

Multiemployer Plan means a "multiemployer plan", within the
meaning of Section 4001(a)(3) of ERISA, with respect to which the
Company or any ERISA Affiliate may have any liability.

Net Worth means the Company's consolidated stockholders'
equity.

Non-Financial L/C Fee Rate means the rate determined in
accordance with Schedule 1.1B in the case of each Non-Financial Letter
of Credit; provided that the foregoing rate shall be increased by 2%
at any time an Event of Default exists.

Non-Financial Letter of Credit means any Letter of Credit
which any Lender is not required under any Requirement of Law
(including under 12 CFR Part 3, Appendix A, Section 3, clause(b)) to
classify as a financial letter of credit with respect to its issuance
thereof or participation therein pursuant to this Agreement.

Note means a promissory note executed by the Company in favor
of a Lender pursuant to subsection 2.2(b), in substantially the form
of Exhibit I.

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 the Company to any Lender, the Agent, or any Indemnified
Person, whether direct or indirect (including those acquired by
assignment), absolute or contingent, due or to become due, or now
existing or hereafter arising.

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, if necessary, to the next 1/16th
of 1%) determined by the Agent as follows:

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

Where,

17
26
"Eurodollar Reserve Percentage" means for any day for any
Interest Period the maximum reserve percentage (expressed as a
decimal, rounded upward, if necessary, to the next 1/100th of
1%) in effect on such day (whether or not applicable to any
Lender) 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 Dollar deposits in the approximate
amount of BAI's Offshore Rate Loan for such Interest Period
would be offered by the Grand Cayman Branch of Bank of America
National Trust and Savings Association, Grand Cayman B.W.I.
(or such other office as may be designated for such purpose by
BofA), to major banks in the offshore dollar 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.

Offshore Rate Loan means a Loan that bears interest based on
the Offshore Rate.

Ohmstede Acquisition means the acquisition by the Company of
▇▇▇▇▇▇▇▇, Inc.

Ohmstede Acquisition Documents means the Agreement and Plan of
Merger dated as of September 19, 1996 among the Company, Air-Cure
Acquisition, Inc. and Ohmstede, Inc., including all schedules and
exhibits thereto, and all other documents executed in connection with
the Ohmstede Acquisition.

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.

Original Credit Agreement - see the first recital.

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

18
27
payment made hereunder or from the execution, delivery or registration
of, or otherwise with respect to, this Agreement or any other Loan
Document.

Participant - see subsection 11.8(c).

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 with respect to which the
Company or any ERISA Affiliate may have any liability.

Permitted Acquisition means an Acquisition by the Company or
any Subsidiary which has been approved by the Required Lenders.

Permitted Liens - see Section 8.1.

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 the Company sponsors or maintains or to which the
Company makes, is making, or is obligated to make contributions and
includes any Pension Plan.

Pledge Agreements means the Company Pledge Agreement and each
Subsidiary Pledge Agreement.

Pro Rata Share means, as to any Lender at any time, the
percentage equivalent (expressed as a decimal, rounded to the ninth
decimal place) at such time of such Lender's Commitment (whether
funded or unfunded) divided by the combined Commitments (whether
funded or unfunded) of all Lenders. The initial Pro Rata Share of
each Lender is set forth on Schedule 1.1A.

RCRA - see subsection 6.12(a).

Real Property means all real property heretofore, now or
hereafter owned, operated or leased by the Company or any Subsidiary.

Release has the meaning specified in CERCLA and the term
"Disposal" (or "Disposed") shall have the meaning specified in RCRA
and regulations promulgated thereunder; provided that in the event
either CERCLA or RCRA is amended so as to broaden the meaning of any
term defined thereby, such broader meaning shall apply as of the
effective date of such amendment; and provided further, to the extent
that

19
28
the laws of a state wherein the affected property lies establish a
meaning for "Release" or "Disposal" which is broader than is specified
in either CERCLA or RCRA, such broader meaning shall apply.

Replacement Lender - see Section 4.7.

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.

Required Lenders means at any time Lenders then holding at
least 66-2/3% of the then aggregate unpaid principal amount of the
Loans or, if no Loans are outstanding, Lenders then having at least
66-2/3% of the aggregate amount of the Commitments.

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 such Person or any of its property or to which such
Person or any of its property is subject.

Responsible Officer means the chief executive officer, the
president, the chief financial officer or the treasurer of the
Company, or any other officer having substantially the same authority
and responsibility.

Restricted Payment - see Section 8.18.

Revolving Commitment means the aggregate amount of the
commitments of the Lenders to make Revolving Loans hereunder. The
amount of the Revolving Commitment is $38,000,000, as reduced from
time to time in accordance with the terms of this Agreement.

Revolving Loan - see Section 2.1.

Revolving Termination Date means the earlier to occur of:

(a) November 18, 2001; and

(b) the date on which the Revolving Commitment
terminates in accordance with the provisions of this
Agreement.

▇▇▇▇ - see subsection 6.12(a).

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

20
29
Security Agreement means the Security Agreement among the
Company, the Guarantors and the Agent, a copy of which is attached
hereto as Exhibit F.

Subordinated Debt means (a) $15,000,000 of Senior Subordinated
Notes due November 18, 2003 issued pursuant to the Subordinated Note
and Warrant Purchase Agreement dated as of November 18, 1996, and (b)
any other Indebtedness of the Company having maturities and other
terms, and which is subordinated to the obligations of the Company
hereunder in a manner, satisfactory to the Required Lenders.

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 is owned or controlled directly or
indirectly by such Person, or by one or more of the Subsidiaries of
such Person, or by a combination thereof. Unless the context
otherwise clearly requires, references herein to a "Subsidiary" refer
to a Subsidiary of the Company.

Subsidiary Pledge Agreement means a Pledge Agreement between a
Subsidiary and the Agent substantially in the form of Exhibit G-2.

Surety Instruments means all letters of credit (including
standby and commercial), banker's acceptances, bank guaranties, 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 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 Lender and the Agent,
such taxes (including income taxes or franchise taxes) as are imposed
on or measured by such Lender's or the Agent's, as the case may be,
net income by the jurisdiction (or any political subdivision thereof)
under the laws of which such Lender or the Agent, as the case may be,
is organized or maintains a lending office.

Term Commitment means the aggregate amount of the commitments
of the Lenders to make the Term Loans hereunder. The amount of the
Term Commitment

21
30
is $35,000,000, as reduced from time to time in accordance with the
terms of this Agreement.

Term Commitment Termination Date means the earlier of (i)
November 18, 2001 and (ii) the date on which the Term Commitment
terminates in accordance with the provisions of this Agreement.

Term Loan - see Section 2.1.

Total Indebtedness means all Indebtedness of the Company and
its Subsidiaries determined on a consolidated basis, excluding
Indebtedness described in, and Guaranty Obligations in respect of
Indebtedness described in, clause (g) of the definition of
Indebtedness.

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

Underbillings means the costs and estimated earnings of the
Company and its Subsidiaries in excess of customer ▇▇▇▇▇▇▇▇ on
uncompleted contracts.

Underbillings Ratio means at any time the ratio of (i) the
total of Underbillings, minus any L/C Obligations relating to
contracts included in calculating Underbillings, plus Ohmstede, Inc.'s
work-in-process inventory to (ii) the consolidated sales/revenues of
the Company and its Subsidiaries for the four most recently-completed
fiscal quarters of the Company.

Unfunded Pension Liability means the excess of a Pension
Plan's benefit liabilities under Section 4001(a)(16) of ERISA, over
the current value of such Pension Plan's assets, determined in
accordance with the assumptions used for funding such 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.

Unmatured Event of 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.

Voting Stock means, with respect to any Person, any shares of
stock or other equity interests of any class or classes of such Person
whose holders are entitled under ordinary circumstances (irrespective
of whether at the time stock or other equity interests of any other
class or classes shall have or might have voting power by reason of
the happening of any contingency) to vote for the election of a
majority of the directors, managers, trustees or other governing body
of such Person.

22
31
Wholly-Owned Subsidiary means any corporation 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 other Wholly-Owned
Subsidiaries, or by a combination thereof.

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 the 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.

23
32
(g) This Agreement and the other Loan Documents are the
result of negotiations among and have been reviewed by counsel to the Agent,
the Company and the other parties, and are the products of all parties.
Accordingly, they shall not be construed against the Lenders or the Agent
merely because of the Lenders' or the Agent's 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; provided that if the Company
notifies the Agent that the Company wishes to amend any covenant in Article
VIII to eliminate the effect of any change in GAAP on the operation of such
covenant (or if the Agent notifies the Company that the Required Lenders wish
to amend Article VIII for such purpose), then the Company's compliance with
such covenant shall be determined on the basis of GAAP in effect immediately
before the relevant change in GAAP became effective, until either such notice
is withdrawn or such covenant is amended in a manner satisfactory to the
Company and the Required Lenders.

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

ARTICLE II

THE CREDITS

2.1 Amounts and Terms of Commitments.

(a) The Revolving Credit. Each Lender severally agrees, on
the terms and conditions set forth herein, to make loans to the Company (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 amount not to exceed at any time outstanding such Lender's Pro Rata
Share of the amount of the Revolving Commitment, provided that, after giving
effect to any Borrowing of Revolving Loans, the aggregate amount of all
Revolving Loans plus the Effective Amount of all L/C Obligations shall not
exceed the lesser of the amount of the Revolving Commitment or the Borrowing
Base. Within the foregoing limits, and subject to the other terms and
conditions hereof, the Company may borrow under this subsection 2.1(a), prepay
under Section 2.6 or 2.7 and reborrow under this subsection 2.1(a).

(b) The Term Credit. Each Lender severally agrees, on the
terms and conditions set forth herein, to make a single loan to the Company
(each such loan, a "Term Loan") on the Closing Date in an amount not to exceed
such Lender's Pro Rata Share of the

24
33
Term Commitment. Amounts borrowed as Term Loans which are repaid or prepaid by
the Company may not be reborrowed.

2.2 Loan Accounts. (a) The Loans made by each Lender and the Letters
of Credit Issued by the Issuing Lender shall be evidenced by one or more
accounts or records maintained by the Agent, such Lender or the Issuing Lender,
as the case may be, in the ordinary course of business. The accounts or
records maintained by the Agent, the Issuing Lender and each Lender shall be
conclusive (absent manifest error) as to the amount of the Loans made by the
Lenders to the Company and the Letters of Credit Issued for the account of the
Company, 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 Company hereunder to pay any amount owing with respect to any
Loan or any Letter of Credit.

(b) Upon the request of any Lender made through the
Agent, the Loans made by such Lender may be evidenced by one or more Notes,
instead of loan accounts. Each such Lender shall endorse on the schedules
annexed to its Note(s) the date, amount and maturity of each Loan made by it
and the amount of each payment of principal made by the Company with respect
thereto. Each such Lender is irrevocably authorized by the Company to endorse
its Note(s) and such Lender's record shall be conclusive (absent manifest
error); provided that the failure of a Lender 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 Company hereunder or under any Note to such Lender.

2.3 Procedure for Borrowing. (a) Each Borrowing of Revolving Loans
or Term Loans shall be made upon the Company's irrevocable written notice
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) three Business
Days prior to the requested Borrowing Date, in the case of Offshore Rate Loans;
and (ii) on the requested Borrowing Date, in the case of Base Rate Loans),
specifying:

(A) the amount of the Borrowing, which shall
be (x) in the case of Offshore Rate Loans, in a minimum amount
of $200,000 or a higher integral multiple of $100,000 and (y)
in the case of Base Rate Loans, in an aggregate minimum amount
of $200,000 or a higher integral multiple of $100,000;

(B) the requested Borrowing Date, which
shall be a Business Day;

(D) in the case of Offshore Rate Loans,
the duration of the Interest Period therefor.

25
34
(b) The Agent will promptly notify each Lender of its
receipt of any Notice of Borrowing and of the amount of such Lender's Pro Rata
Share of such Borrowing.

(c) Each Lender will make the amount of its Pro Rata
Share of each Borrowing available to the Agent for the account of the Company
at the Agent's Payment Office by 12:00 noon (Chicago time) on the Borrowing
Date requested by the Company in funds immediately available to the Agent. The
proceeds of all Loans will then be made available to the Company by the Agent
at such office by crediting the account of the Company on the books of BAI with
the aggregate of the amounts made available to the Agent by the Lenders and in
like funds as received by the Agent.

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

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

(i) elect to convert, on any Business Day, any Base
Rate Loans (in an aggregate minimum amount of $200,000 or a higher
integral multiple of $100,000) into Offshore Rate Loans;

(ii) elect to convert, on the last day of the
applicable Interest Period, any Offshore Rate Loans (or any part
thereof in an aggregate minimum amount of $200,000 or a higher
integral multiple of $100,000) into Base Rate Loans; or

(iii) elect to continue, as of the last day of the
applicable Interest Period, any Offshore Rate Loans having Interest
Periods expiring on such day (or any part thereof in an aggregate
minimum amount of $200,000 or a higher integral multiple of $100,000);

provided that if at any time the aggregate amount of Offshore Rate Loans in
respect of any Borrowing shall have been reduced, by payment, prepayment, or
conversion of part thereof, to be less than $200,000, such Offshore Rate Loans
shall automatically convert into Base Rate Loans; provided, further, that
notwithstanding any of the foregoing provisions of this Section 2.4, after
payment of the first installment of principal of the Term Loans pursuant to
subsection 2.8(b), the Company may have one Borrowing of Term Loans, and may
make conversions and continuations of all or a portion thereof so long as after
giving effect thereto there is only one Borrowing of Term Loans, which is not
an integral multiple of $100,000 (but is an integral multiple of $500).

(b) The Company shall deliver a Notice of
Conversion/Continuation to be received by the Agent not later than 10:30 a.m.
(Chicago time) at least (i) three Business Days in advance of the
Conversion/Continuation Date, if the Loans are to be converted into

26
35
or continued as Offshore Rate Loans; and (ii) 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, the Company has failed to select timely a
new Interest Period to be applicable to such Offshore Rate Loans, the Company
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.

(d) The Agent will promptly notify each Lender of its
receipt of a Notice of Conversion/Continuation or, if no timely notice is
provided by the Company, the Agent will promptly notify each Lender 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 Lender.

(e) Unless the Required Lenders otherwise agree, during
the existence of an Event of Default or Unmatured Event of Default, the Company
may not elect to have a Loan converted into or continued as an Offshore Rate
Loan.

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

2.5 Voluntary Termination or Reduction of Commitments. The Company
may, upon not less than five Business Days' prior notice to the Agent,
terminate the Revolving Commitment or (prior to the funding of the Term Loans)
the Term Commitment, or permanently reduce the Revolving Commitment or (prior
to the funding of the Term Loans) the Term Commitment, by an aggregate amount
of $1,000,000 or a higher integral multiple thereof; unless, in the case of the
Revolving Commitment, after giving effect thereto and to any prepayment of
Revolving Loans made on the effective date thereof, the aggregate principal
amount of all Revolving Loans plus the Effective Amount of all L/C Obligations
would exceed the amount of the Revolving Commitment then in effect. Once
reduced in accordance with this Section, neither the Revolving Commitment nor
the Term Commitment may be increased. Any reduction of the Revolving
Commitment or the Term Commitment shall be applied to each Lender according to
its Pro Rata Share.

27
36
2.6 Optional Prepayments. Subject to Section 4.4, the Company may,
from time to time, upon irrevocable notice to the Agent by 10:30 a.m. (Chicago
time) on any Business Day, ratably prepay any Borrowing of Loans in whole or in
part, any such partial prepayment to be in an aggregate minimum amount of
$200,000 or a higher integral multiple of $100,000. Such notice of prepayment
shall specify the date and amount of such prepayment and the Loans to be
prepaid. The Agent will promptly notify each Lender of its receipt of any such
notice and of such Lender's Pro Rata Share of such prepayment. If any such
notice is given by the Company, the Company shall make such prepayment and the
payment amount specified in such notice shall be due and payable on the date
specified therein, together with, in the case of Offshore Rate Loans, accrued
interest to such date on the amount prepaid and any amounts required pursuant
to Section 4.4. Optional prepayments of Term Loans shall be applied on a pro
rata basis against the remaining installments thereof.

2.7 Mandatory Prepayments.

(a) Borrowing Base Deficiency. If at any time the sum of the
aggregate principal amount of all outstanding Revolving Loans plus the
Effective Amount of all L/C Obligations exceeds the Borrowing Base, the Company
will make an immediate repayment of Revolving Loans in an amount equal to 100%
of such excess (rounded upward, if necessary, to an integral multiple of
$100,000).

(b) Sale of Assets. Within 10 days after any Major Asset Sale (as
defined below), the Company shall make a prepayment of the Term Loans in an
amount equal to 100% of the net proceeds of such Major Asset Sale. For
purposes of the foregoing, "Major Asset Sale" means any sale, transfer or other
disposition of assets by the Company or any Subsidiary outside the ordinary
course of business in one transaction or a series of related transactions which
results in net proceeds to the Company and its Subsidiaries of $500,000 or
more, other than the sale of the Subsidiaries of the Company referenced in
subsection 8.2(c) so long as 100% of the net proceeds of such sale is used to
reduce amounts outstanding under this Agreement.

(c) Debt Offering. Concurrently with the consummation of any
issuance of any Permitted Debt (as defined below), the Company shall make a
prepayment of the Term Loans in an amount equal to 100% of the net proceeds of
such Permitted Debt. For purposes of the foregoing, "Permitted Debt" means (i)
any Subordinated Debt issued after the Closing Date and (ii) any other
Indebtedness of the Company not permitted by Section 8.5 as in effect in the
Closing Date but approved in writing by the Required Lenders.

(d) Equity Offering. Concurrently with the consummation of any
Equity Offering (as defined below), the Company shall make a prepayment of the
Term Loans in an amount equal to the Specified Percentage (as defined below) of
the net proceeds from such Equity Offering. For purposes of the foregoing, (i)
"Equity Offering" means the issuance by the Company or any Subsidiary of any of
its capital stock or any option, warrant or other right to acquire any of its
capital stock, excluding any of the foregoing issued by a Subsidiary to

28
37
the Company or to a Wholly-Owned Subsidiary; and (ii) "Specified Percentage"
means (x) 100% of the first $5,000,000 of net proceeds from Equity Offerings,
(y) 50% of the next $30,000,000 of net proceeds from Equity Offerings and (z)
0% of any additional net proceeds from Equity Offerings.

(e) Excess Cash Flow. If the ratio of (i) Total Indebtedness to (ii)
the sum of Total Indebtedness plus Net Worth has not been reduced to 0.60:1.00
or less by December 31 of any year (excluding December 31, 1996), then within
90 days after such date the Company shall make a prepayment of the Term Loans
in an amount equal to 50% of Excess Cash Flow for the preceding fiscal year.

(f) Application of Prepayments of Term Loans. Mandatory prepayments
of Term Loans pursuant to subsections 2.7(b), (c) and (d) shall be applied on a
pro rata basis against the remaining installments of the Term Loans. Mandatory
prepayments of Term Loans pursuant to subsection 2.7(e) shall be applied to the
remaining installments of the Term Loans in the inverse order of maturity.

2.8 Repayment.

(a) The Revolving Credit. The Company shall repay all Revolving
Loans on the Revolving Termination Date.

(b) The Term Credit. The Company shall repay the Term Loans in
twenty consecutive quarterly installments. The first four installments shall
be in the amount of $1,500,000 each, the next fifteen installments shall be in
the amount of $1,812,500 each, and the final installment shall be in the
remaining unpaid principal amount of the Term Loan. The first such installment
shall be payable on January 31, 1997, with subsequent installments on the last
Business Day of each third month thereafter.

2.9 Interest. (a) Each Revolving Loan and Term 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 or the Base Rate,
as the case may be (and subject to the Company's right to convert to the other
Type of Loans under Section 2.4), plus the Applicable Margin.

(b) Interest on each Loan shall be paid in arrears on
each Interest Payment Date therefor. Interest shall also be paid on the date
of any prepayment of Offshore Rate Loans under Section 2.6 or 2.7 for the
portion of the Loans so prepaid and upon payment (including prepayment) in full
thereof.

(c) Notwithstanding subsections (a) and (b) of this
Section, during the existence of any Unmatured Event of Default under
subsection 9.1(a) or (g) or any Event of Default under subsection 9.1(a), (f)
or (g), and, at the election of the Required Lenders, during the existence of
any other Event of Default, the Company shall pay interest (after as

29
38
well as before entry of judgment thereon to the extent permitted by law) on the
principal amount of all outstanding Loans and, to the extent permitted by
applicable law, on any other amount payable hereunder or under any other Loan
Document, at a rate per annum equal to the rate otherwise applicable thereto
pursuant to the terms hereof or such other Loan Document (or, if no such rate
is specified, the Base Rate plus the Applicable Margin) plus 2%. All such
interest shall be payable on demand.

(d) Anything herein to the contrary notwithstanding, the
obligations of the Company to any Lender 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 Lender would be contrary
to the provisions of any law applicable to such Lender limiting the highest
rate of interest that may be lawfully contracted for, charged or received by
such Lender, and in such event the Company shall pay such Lender interest at
the highest rate permitted by applicable law.

2.10 Fees. In addition to certain fees described in Section 3.8:

(a) Agency Fees. The Company shall pay to each of the
Arranger, the Agent and the Co-Agent such additional fees at such times and in
such amounts as are mutually agreed upon from time to time between the Company
and the Arranger, the Agent or Co-Agent, as the case may be.

(b) Commitment Fees. (i) The Company shall pay to the Agent
for the account of each Lender a commitment fee at the rates determined in
accordance with Schedule 1.1B, on the average daily unused portion of such
Lender's Pro Rata Share of the Revolving Commitment, computed on a quarterly
basis in arrears on the last Business Day of each calendar quarter (or, if
earlier, the Revolving Termination Date) based upon the daily utilization for
such quarter (or such shorter period) as calculated by the Agent. For purposes
of calculating utilization under this subsection, the Revolving Commitment
shall be deemed used to the extent of the aggregate principal amount of all
Revolving Loans then outstanding plus the Effective Amount of all L/C
Obligations. 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, with the final payment to be
made on the Revolving Termination Date.

(ii) The commitment fees provided in this subsection shall
accrue at all times after the Closing Date, including at any time during which
one or more conditions in Article V are not met.

(c) Fronting Fee. The Company shall pay a letter of
credit fronting fee to the Issuing Lender as agreed upon from time to time
between the Company and the Issuing Lender.

30
39
2.11 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 interest
and fees 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 fees are computed from the first day thereof to the last day
thereof.

(b) Each determination of an interest rate by the Agent
shall be conclusive and binding on the Company and the Lenders in the absence
of manifest error. The Agent will, at the request of the Company or any
Lender, deliver to the Company or such Lender, as the case may be, a statement
showing the quotations used by the Agent in determining any interest rate and
the resulting interest rate.

2.12 Payments by the Company. (a) All payments to be made by the
Company shall be made without set-off, recoupment or counterclaim. Except as
otherwise expressly provided herein, all payments by the Company shall be made
to the Agent for the account of the Lenders at the Agent's Payment Office, and
shall be made in dollars and in immediately available funds, no later than 1:00
p.m. (Chicago time) on the date specified herein. The Agent will promptly
distribute to each Lender its Pro Rata Share (or other applicable share as
expressly provided herein) of such payment in like funds as received. Any
payment received by the Agent later than 1:00 p.m. (Chicago time) shall be
deemed to have been received on the following Business Day and any applicable
interest or fee shall continue to accrue.

(b) Whenever any payment is due on a day other than a
Business Day, such payment shall be made on the following Business Day (unless,
in the case of a payment with respect to an Offshore Rate Loan, the following
Business Day is the first Business Day of a calendar month, in which case such
payment shall be due on the preceding 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 Company
prior to the date on which any payment is due to the Lenders that the Company
will not make such payment in full as and when required, the Agent may assume
that the Company has made such payment in full to the Agent on such date in
immediately available funds and the Agent may (but shall not be so required),
in reliance upon such assumption, distribute to each Lender on such due date an
amount equal to the amount then due such Lender. If and to the extent the
Company has not made such payment in full to the Agent, each Lender shall repay
to the Agent on demand such amount distributed to such Lender, together with
interest thereon at the Federal Funds Rate for each day from the date such
amount is distributed to such Lender until the date repaid.

2.13 Payments by the Lenders to the Agent. (a) Unless the Agent
receives notice from a Lender on or prior to the Closing Date or, with respect
to any Borrowing after the

31
40
Closing Date, at least one Business Day prior to the date of such Borrowing,
that such Lender will not make available as and when required hereunder to the
Agent for the account of the Company the amount of such Lender's Pro Rata Share
of such Borrowing, the Agent may assume that each Lender has made such amount
available to the Agent in immediately available funds on the Borrowing Date and
the Agent may (but shall not be required), in reliance upon such assumption,
make available to the Company on such date a corresponding amount. If and to
the extent any Lender shall not have made its full amount available to the
Agent in immediately available funds and the Agent in such circumstances has
made available to the Company such amount, such Lender shall on the Business
Day following such Borrowing Date make such amount available to the Agent,
together with interest at the Federal Funds Rate for each day during such
period. A notice of the Agent submitted to any Lender with respect to amounts
owing under this subsection (a) shall be conclusive, absent manifest error. If
such amount is so made available, such payment to the Agent shall constitute
such Lender'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 Company of such failure to fund
and, upon demand by the Agent, the Company shall pay such amount to the Agent
for the Agent's account, together with interest thereon 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 Lender to make any Loan on any
Borrowing Date shall not relieve any other Lender of any obligation hereunder
to make a Loan on such Borrowing Date, but no Lender shall be responsible for
the failure of any other Lender to make the Loan to be made by such other
Lender on any Borrowing Date.

2.14 Sharing of Payments, Etc. If, other than as expressly provided
elsewhere herein, any Lender 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 Lender shall
immediately (a) notify the Agent of such fact, and (b) purchase from the other
Lenders such participations in the Loans made by them as shall be necessary to
cause such purchasing Lender 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 Lender, such purchase shall to that
extent be rescinded and each other Lender shall repay to the purchasing Lender
the purchase price paid therefor, together with an amount equal to such paying
Lender's ratable share (according to the proportion of (i) the amount of such
paying Lender's required repayment to (ii) the total amount so recovered from
the purchasing Lender) of any interest or other amount paid or payable by the
purchasing Lender in respect of the total amount so recovered. The Company
agrees that any Lender so purchasing a participation from another Lender may,
to the fullest extent permitted by law, exercise all its rights of payment
(including the right of set-off, but subject to Section 11.10) with respect to
such participation as fully as if such Lender were the direct creditor of the
Company in the amount of such participation. The Agent will keep records
(which shall be conclusive and binding in the absence of manifest error) of

32
41
participations purchased under this Section and will in each case notify the
Lenders following any such purchases or repayments.

ARTICLE III

THE LETTERS OF CREDIT

3.1 The Letter of Credit Subfacility. (a) On the terms and
conditions set forth herein (i) the Issuing Lender agrees, (A) from time to
time on any Business Day during the period from the Closing Date to the
Revolving Termination Date to issue Letters of Credit for the account of the
Company, and to amend or renew Letters of Credit previously issued by it, in
accordance with subsections 3.2(c) and 3.2(d), and (B) to honor properly drawn
drafts under the Letters of Credit issued by it; and (ii) the Lenders severally
agree to participate in Letters of Credit Issued for the account of the
Company; provided that the Issuing Lender shall not be obligated to Issue, and
no Lender shall be obligated to participate in, any Letter of Credit if as of
the date of Issuance of such Letter of Credit (the "Issuance Date") (1) the
Effective Amount of all L/C Obligations plus the aggregate amount of all
Revolving Loans exceeds the amount of the Revolving Commitment or the Borrowing
Base; or (2) the Effective Amount of all L/C Obligations exceeds the L/C
Commitment. Within the foregoing limits, and subject to the other terms and
conditions hereof, the Company's ability to obtain Letters of Credit shall be
fully revolving, and, accordingly, the Company may, during the foregoing
period, obtain Letters of Credit to replace Letters of Credit which have
expired or which have been drawn upon and reimbursed.

(b) The Issuing Lender shall not be under any obligation
to Issue any Letter of Credit if:

(i) any order, judgment or decree of any
Governmental Authority or arbitrator shall by its terms purport to
enjoin or restrain the Issuing Lender from Issuing such Letter of
Credit, or any Requirement of Law applicable to the Issuing Lender or
any request or directive (whether or not having the force of law) from
any Governmental Authority with jurisdiction over the Issuing Lender
shall prohibit, or request that the Issuing Lender refrain from, the
Issuance of letters of credit generally or such Letter of Credit in
particular or shall impose upon the Issuing Lender with respect to
such Letter of Credit any restriction, reserve or capital requirement
(for which the Issuing Lender is not otherwise compensated hereunder)
not in effect on the Closing Date, or shall impose upon the Issuing
Lender any unreimbursed loss, cost or expense which was not applicable
on the Closing Date and which the Issuing Lender in good ▇▇▇▇▇ ▇▇▇▇▇
material to it;

(ii) the Issuing Lender has received written notice
from any Lender, the Agent or the Company, on or prior to the Business
Day prior to the requested

33
42
date of Issuance of such Letter of Credit, that one or more of the
applicable conditions contained in Article V is not then satisfied;

(iii) the expiry date of any requested Letter of
Credit is after the Revolving Termination Date, unless all of the
Lenders have approved such expiry date in writing;

(iv) any requested Letter of Credit does not provide
for drafts, or is not otherwise in form and substance acceptable to
the Issuing Lender, or the Issuance of a Letter of Credit shall
violate any applicable policies of the Issuing Lender;

(v) such Letter of Credit is to support obligations
of the Company or any Subsidiary with respect to workmen's
compensation or similar obligations;

(vi) such Letter of Credit is denominated in a
currency other than Dollars; or

(vii) such Letter of Credit is not a standby letter
of credit;

3.2 Issuance, Amendment and Renewal of Letters of Credit. (a) Each
Letter of Credit shall be issued upon the irrevocable written request of the
Company received by the Issuing Lender (with a copy sent by the Company to the
Agent) at least five days (or such shorter time as the Issuing Lender and the
Agent may agree in a particular instance in their sole discretion) prior to the
proposed date of issuance. Each such request for issuance of a Letter of
Credit shall be by facsimile, confirmed immediately in an original writing, in
the form of an L/C Application, and shall specify in form and detail
satisfactory to the Issuing Lender: (i) the proposed date of issuance of the
Letter of Credit (which shall be a Business Day); (ii) the face amount of the
Letter of Credit; (iii) the expiry date of the Letter of Credit; (iv) the name
and address of the beneficiary thereof; (v) the documents to be presented by
the beneficiary of the Letter of Credit in case of any drawing thereunder; (vi)
the full text of any certificate to be presented by the beneficiary in case of
any drawing thereunder; and (vii) such other matters as the Issuing Lender may
require.

(b) At least two Business Days prior to the Issuance of
any Letter of Credit, the Issuing Lender will confirm with the Agent (by
telephone or in writing) that the Agent has received a copy of the L/C
Application or L/C Amendment Application from the Company and, if not, the
Issuing Lender will provide the Agent with a copy thereof. Unless the Issuing
Lender has received, on or before the Business Day immediately preceding the
date on which the Issuing Lender is to issue a requested Letter of Credit, (A)
notice from the Agent directing the Issuing Lender not to issue such Letter of
Credit because such issuance is not then permitted under subsection 3.1(a) as a
result of the limitations set forth in clause (1) or (2) thereof or (B) a
notice described in subsection 3.1(b)(ii), then, subject to the terms and
conditions hereof, the Issuing Lender shall, on the requested date, issue a
Letter of Credit for

34
43
the account of the Company in accordance with the Issuing Lender's usual and
customary business practices.

(c) From time to time while a Letter of Credit is
outstanding and prior to the Revolving Termination Date, the Issuing Lender
will, upon the written request of the Company received by the Issuing Lender
(with a copy sent by the Company to the Agent) at least five days (or such
shorter time as the Issuing Lender and the Agent may agree in a particular
instance in their sole discretion) prior to the proposed date of amendment,
amend any Letter of Credit issued by it. Each such request for amendment of a
Letter of Credit shall be made by facsimile, confirmed immediately in an
original writing, made in the form of an L/C Amendment Application and shall
specify in form and detail satisfactory to the Issuing Lender: (i) the Letter
of Credit to be amended; (ii) the proposed date of amendment of such Letter of
Credit (which shall be a Business Day); (iii) the nature of the proposed
amendment; and (iv) such other matters as the Issuing Lender may require. The
Issuing Lender shall not have any obligation to amend any Letter of Credit if:
(A) the Issuing Lender would have no obligation at such time to issue such
Letter of Credit in its amended form under the terms of this Agreement; or (B)
the beneficiary of such Letter of Credit does not accept the proposed amendment
to such Letter of Credit. The Agent will promptly notify the Lenders of the
receipt by it of any L/C Application or L/C Amendment Application.

(d) The Issuing Lender and the Lenders agree that, while
a Letter of Credit is outstanding and prior to the Revolving Termination Date,
at the option of the Company and upon the written request of the Company
received by the Issuing Lender (with a copy sent by the Company to the Agent)
at least five days (or such shorter time as the Issuing Lender and the Agent
may agree in a particular instance in their sole discretion) prior to the
proposed date of notification of renewal, the Issuing Lender shall be entitled
to authorize the automatic renewal of any Letter of Credit. Each such request
for renewal of a Letter of Credit shall be made by facsimile, confirmed
immediately in an original writing, in the form of an L/C Amendment
Application, and shall specify in form and detail satisfactory to the Issuing
Lender: (i) the Letter of Credit to be renewed; (ii) the proposed date of
notification of renewal of such Letter of Credit (which shall be a Business
Day); (iii) the revised expiry date of such Letter of Credit (which, unless all
Lenders otherwise consent, shall be prior to the Revolving Termination Date);
and (iv) such other matters as the Issuing Lender may require. The Issuing
Lender shall not be under any obligation to renew any Letter of Credit if: (A)
the Issuing Lender would have no obligation at such time to issue or amend such
Letter of Credit in its renewed form under the terms of this Agreement; or (B)
the beneficiary of such Letter of Credit does not accept the proposed renewal
of such Letter of Credit. If any outstanding Letter of Credit shall provide
that it shall be automatically renewed unless the beneficiary thereof receives
notice from the Issuing Lender that such Letter of Credit shall not be renewed,
and if at the time of renewal the Issuing Lender would be entitled to authorize
the automatic renewal of such Letter of Credit in accordance with this
subsection 3.2(d) upon the request of the Company but such Issuing Lender shall
not have received any L/C Amendment Application from the Company with respect
to such renewal or other written direction by the Company with respect thereto,
the Issuing Lender shall

35
44
nonetheless be permitted to allow such Letter of Credit to renew, and the
Company and the Lenders hereby authorize such renewal, and, accordingly, the
Issuing Lender shall be deemed to have received an L/C Amendment Application
from the Company requesting such renewal.

(e) The Issuing Lender may, at its election (or as
required by the Agent at the direction of the Required Lenders), deliver any
notice of termination or other communication to any Letter of Credit
beneficiary or transferee, and take any other action as necessary or
appropriate, at any time and from time to time, in order to cause the expiry
date of any Letter of Credit to be a date not later than the Revolving
Termination Date.

(f) This Agreement shall control in the event of any
conflict with any L/C-Related Document (other than any Letter of Credit).

(g) The Issuing Lender will deliver to the Agent,
concurrently or promptly following its delivery of a Letter of Credit, or
amendment to or renewal of a Letter of Credit, to an advising bank or a
beneficiary, a true and complete copy of each such Letter of Credit or
amendment to or renewal of a Letter of Credit.

3.3 Risk Participations, Drawings and Reimbursements. (a)
Immediately upon the Issuance of each Letter of Credit, each Lender shall be
deemed to, and hereby irrevocably and unconditionally agrees to, purchase from
the Issuing Lender a participation in such Letter of Credit and each drawing
thereunder in an amount equal to the product of (i) such Lender's Pro Rata
Share times (ii) the maximum amount available to be drawn under such Letter of
Credit and the amount of such drawing, respectively.

(b) In the event of any request for a drawing under a
Letter of Credit by the beneficiary or transferee thereof, the Issuing Lender
will promptly notify the Company and the Agent. The Company shall reimburse
the Issuing Lender prior to 1:00 p.m. (Chicago time), on each date that any
amount is paid by the Issuing Lender under any Letter of Credit (each such
date, an "Honor Date"), in an amount equal to the amount so paid by the Issuing
Lender. If the Company fails to reimburse the Issuing Lender for the full
amount of any drawing under any Letter of Credit by 1:00 p.m. (Chicago time) on
the Honor Date, the Issuing Lender will promptly notify the Agent and the Agent
will promptly notify each Lender thereof, and the Company shall be deemed to
have requested that Base Rate Loans be made by the Lenders to be disbursed on
the Honor Date under such Letter of Credit, subject to the amount of the
unutilized portion of the Revolving Commitment and subject to the conditions
set forth in Section 5.2. Any notice given by the Issuing Lender or the Agent
pursuant to this subsection 3.3(b) may be oral if immediately confirmed in
writing (including by facsimile); provided that the lack of such an immediate
confirmation shall not affect the conclusiveness or binding effect of such
notice.

(c) Each Lender shall upon any notice pursuant to subsection
3.3(b) make available to the Agent for the account of the Issuing Lender an
amount in Dollars and in

36
45
immediately available funds equal to its Pro Rata Share of the amount of the
drawing, whereupon the participating Lenders shall (subject to subsection
3.3(d)) each be deemed to have made a Revolving Loan consisting of a Base Rate
Loan to the Company in such amount. If any Lender so notified fails to make
available to the Agent for the account of the Issuing Lender the amount of such
Lender's Pro Rata Share of the amount of such drawing by no later than 2:00
p.m. (Chicago time) on the Honor Date, then interest shall accrue on such
Lender's obligation to make such payment, from the Honor Date to the date such
Lender makes such payment, at a rate per annum equal to the Federal Funds Rate
in effect from time to time during such period. The Agent will promptly give
notice of the occurrence of the Honor Date, but failure of the Agent to give
any such notice on the Honor Date or in sufficient time to enable any Lender to
effect such payment on such date shall not relieve such Lender from its
obligations under this Section 3.3.

(d) With respect to any unreimbursed drawing that is not
converted into Revolving Loans consisting of Base Rate Loans in whole or in
part, because of the Company's failure to satisfy the conditions set forth in
Section 5.2 or for any other reason, the Company shall be deemed to have
incurred from the Issuing Lender an L/C Borrowing in the amount of such
drawing, which L/C Borrowing shall be due and payable on demand (together with
interest) and shall bear interest at a rate per annum equal to the Base Rate
plus 2% per annum, and each Lender's payment to the Issuing Lender pursuant to
subsection 3.3(c) shall be deemed payment in respect of its participation in
such L/C Borrowing and shall constitute an L/C Advance from such Lender in
satisfaction of its participation obligation under this Section 3.3.

(e) Each Lender's obligation in accordance with this
Agreement to make Revolving Loans or L/C Advances, as contemplated by this
Section 3.3, as a result of a drawing under a Letter of Credit, shall be
absolute and unconditional and without recourse to the Issuing Lender and shall
not be affected by any circumstance, including (i) any set-off, counterclaim,
recoupment, defense or other right which such Lender may have against the
Issuing Lender, the Company or any other Person for any reason whatsoever; (ii)
the existence of an Event of Default, an Unmatured Event of Default or a
Material Adverse Effect; or (iii) any other circumstance, happening or event
whatsoever, whether or not similar to any of the foregoing; provided that each
Lender's obligation to make Revolving Loans under this Section 3.3 is subject
to the conditions set forth in Section 5.2.

3.4 Repayment of Participations. (a) Upon (and only upon) receipt by
the Agent for the account of the Issuing Lender of immediately available funds
from the Company (i) in reimbursement of any payment made by the Issuing Lender
under a Letter of Credit with respect to which any Lender has paid the Agent
for the account of the Issuing Lender for such Lender's participation in such
Letter of Credit pursuant to Section 3.3 or (ii) in payment of interest
thereon, the Agent will pay to each Lender, in the same funds as those received
by the Agent for the account of the Issuing Lender, the amount of such Lender's
Pro Rata Share of such funds, and the Issuing Lender shall receive the amount
of the Pro Rata Share

37
46
of such funds of any Lender that did not so pay the Agent for the account of
the Issuing Lender.

(b) If the Agent or the Issuing Lender is required at any
time to return to the Company, or to a trustee, receiver, liquidator or
custodian, or to any official in any Insolvency Proceeding, any portion of any
payment made by the Company to the Agent for the account of the Issuing Lender
pursuant to subsection 3.4(a) in reimbursement of a payment made under a Letter
of Credit or interest or fee thereon, each Lender shall, on demand of the
Agent, forthwith return to the Agent or the Issuing Lender the amount of its
Pro Rata Share of any amount so returned by the Agent or the Issuing Lender
plus interest thereon from the date such demand is made to the date such amount
is returned by such Lender to the Agent or the Issuing Lender, at a rate per
annum equal to the Federal Funds Rate in effect from time to time.

3.5 Role of the Issuing Lender. (a) Each Lender and the Company
agree that, in paying any drawing under a Letter of Credit, the Issuing Lender
shall not have any responsibility to obtain any document (other than any sight
draft and certificate expressly required by such Letter of Credit) or to
ascertain or inquire as to the validity or accuracy of any such document or the
authority of the Person executing or delivering any such document.

(b) Neither the Issuing Lender nor any of its correspondents,
participants or assignees shall be liable to any Lender for: (i) any action
taken or omitted in connection herewith at the request or with the approval of
the Lenders (including the Required Lenders, as applicable); (ii) any action
taken or omitted in the absence of gross negligence or willful misconduct; or
(iii) the due execution, effectiveness, validity or enforceability of any L/C-
Related Document.

(c) The Company hereby assumes all risks of the acts or
omissions of any beneficiary or transferee with respect to its use of any
Letter of Credit; provided that this assumption is not intended to, and shall
not, preclude the Company's pursuing such rights and remedies as it may have
against the beneficiary or transferee at law or under any other agreement.
Neither the Issuing Lender nor any of its correspondents, participants or
assignees shall be liable or responsible for any of the matters described in
clauses (i) through (vii) of Section 3.6; provided that, anything in such
clauses to the contrary notwithstanding, the Company may have a claim against
the Issuing Lender, and the Issuing Lender may be liable to the Company, to the
extent, but only to the extent, of any direct, as opposed to consequential or
exemplary, damages suffered by the Company which the Company proves were caused
by the Issuing Lender's willful misconduct or gross negligence or the Issuing
Lender's willful failure to pay under any Letter of Credit after the
presentation to it by the beneficiary of a sight draft and certificate(s)
strictly complying with the terms and conditions of such Letter of Credit. In
furtherance and not in limitation of the foregoing: (i) the Issuing Lender may
accept documents that appear on their face to be in order, without
responsibility for further investigation, regardless of any notice or
information to the contrary; and (ii) the Issuing Lender shall not be
responsible for the validity or sufficiency of

38
47
any instrument transferring or assigning or purporting to transfer or assign a
Letter of Credit or the rights or benefits thereunder or proceeds thereof, in
whole or in part, which may prove to be invalid or ineffective for any reason.

3.6 Obligations Absolute. The obligations of the Company under this
Agreement and any L/C-Related Document to reimburse the Issuing Lender for a
drawing under a Letter of Credit, and to repay any L/C Borrowing and any
drawing under a Letter of Credit converted into Revolving Loans, shall be
unconditional and irrevocable, and shall be paid strictly in accordance with
the terms of this Agreement and each such other L/C-Related Document under all
circumstances, including the following:

(i) any lack of validity or enforceability of this
Agreement or any L/C-Related Document;

(ii) any change in the time, manner or place of
payment of, or in any other term of, all or any of the obligations of
the Company in respect of any Letter of Credit or any other amendment
or waiver of or any consent to departure from all or any of the L/C-
Related Documents;

(iii) the existence of any claim, set-off, defense
or other right that the Company may have at any time against any
beneficiary or any transferee of any Letter of Credit (or any Person
for whom any such beneficiary or any such transferee may be acting),
the Issuing Lender or any other Person, whether in connection with
this Agreement, the transactions contemplated hereby or by the
L/C-Related Documents or any unrelated transaction;

(iv) any draft, demand, certificate or other
document presented under any Letter of Credit proving to be forged,
fraudulent, invalid or insufficient in any respect or any statement
therein being untrue or inaccurate in any respect; or any loss or
delay in the transmission or otherwise of any document required in
order to make a drawing under any Letter of Credit;

(v) any payment by the Issuing Lender under any
Letter of Credit against presentation of a draft or certificate that
does not strictly comply with the terms of such Letter of Credit; or
any payment made by the Issuing Lender under any Letter of Credit to
any Person purporting to be a trustee in bankruptcy, debtor-in-
possession, assignee for the benefit of creditors, liquidator,
receiver or other representative of or successor to any beneficiary or
any transferee of any Letter of Credit, including any arising in
connection with any Insolvency Proceeding;

(vi) any exchange, release or non-perfection of any
collateral, or any release or amendment or waiver of or consent to
departure from any guarantee, for all or any of the obligations of the
Company in respect of any Letter of Credit; or

39
48
(vii) any other circumstance or happening
whatsoever, whether or not similar to any of the foregoing, including
any other circumstance that might otherwise constitute a defense
available to, or a discharge of, the Company or a guarantor.

3.7 Cash Collateral Pledge. If any Letter of Credit remains
outstanding and partially or wholly undrawn as of the Revolving Termination
Date, then the Company shall immediately Cash Collateralize the L/C Obligations
in an amount equal to the maximum amount then available to be drawn under all
Letters of Credit.

3.8 Letter of Credit Fees. (a) The Company shall pay to the Agent
for the account of each Lender a letter of credit fee with respect to each
Letter of Credit equal to (i) in the case of a Financial Letter of Credit, the
Financial L/C Fee Rate per annum of the average daily maximum amount available
to be drawn on such Letter of Credit, or (ii) in the case of a Non-Financial
Letter of Credit, the Non-Financial L/C Fee Rate per annum of the average daily
maximum amount available to be drawn on such Letter of Credit, in each case
computed on a quarterly basis in arrears on the last Business Day of each
calendar quarter.

(b) The letter of credit fees payable under subsection
3.8(a) and the fronting fees payable under subsection 3.8(b) shall be due and
payable quarterly in arrears on the last Business Day of each calendar quarter
during which Letters of Credit are outstanding, commencing on the first such
quarterly date to occur after the Closing Date, through the Revolving
Termination Date (or such later date upon which all outstanding Letters of
Credit shall expire or be fully drawn), with the final payment to be made on
the Revolving Termination Date (or such later date).

(c) The Company shall pay to the Issuing Lender from time
to time on demand the normal issuance, presentation, amendment and other
processing fees, and other standard costs and charges, of the Issuing Lender
relating to letters of credit as from time to time in effect.

3.9 Uniform Customs and Practice. The Uniform Customs and Practice
for Documentary Credits as published by the International Chamber of Commerce
most recently at the time of issuance of any Letter of Credit shall (unless
otherwise expressly provided in such Letter of Credit) apply to each Letter of
Credit.

ARTICLE IV

TAXES, YIELD PROTECTION AND ILLEGALITY

4.1 Taxes. (a) Any and all payments by the Company to each Lender 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 Company shall pay all Other Taxes.

40
49
(b) The Company agrees to indemnify and hold harmless
each Lender 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 Lender or the Agent and any liability
(including penalties, interest, additions to tax and expenses) arising
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 Lender or the Agent makes written
demand therefor.

(c) If the Company 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 Lender 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 Lender 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 Company shall make such deductions and
withholdings; and

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

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

(e) The Company shall not be required to pay an
additional amount to, or indemnify, any Lender or the Agent pursuant to this
Section 4.1 to the extent that (i) the obligation to withhold or pay such
amount existed on the Initial Date (as hereinafter defined) or (ii) the
obligation to withhold or pay such amount would not have arisen but for the
failure of the Agent or such Lender to comply with the provisions of Section
10.10 of this Agreement. For purposes of this subsection 4.1(e), "Initial
Date" shall mean (a) in the case of the Agent and any Lender that is a
signatory hereto, the date of this Agreement, (b) in the case of any Person
which subsequently becomes a Lender hereunder, the date of the applicable
Assignment and Acceptance, and (c) in the case of any Participant, the date on
which it becomes a Participant.

(f) If the Company is required to pay additional amounts
to any Lender or the Agent pursuant to subsection (c) of this Section, then
such Lender 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 the Company which may thereafter
accrue, if such change in the judgment of such Lender is not otherwise
disadvantageous to such Lender.

41
50
4.2 Illegality. (a) If any Lender 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 such Lender or its applicable Lending Office to make
Offshore Rate Loans, then, on notice thereof by the Lender to the Company
through the Agent, any obligation of such Lender to make Offshore Rate Loans
shall be suspended until such Lender notifies the Agent and the Company that
the circumstances giving rise to such determination no longer exist.

(b) If a Lender determines that it is unlawful to
maintain any Offshore Rate Loan, the Company shall, upon its receipt of notice
of such fact and demand from such Lender (with a copy to the Agent), prepay in
full such Offshore Rate Loan, together with interest accrued thereon and
amounts required under Section 4.4, either on the last day of the Interest
Period thereof, if such Lender may lawfully continue to maintain such Offshore
Rate Loan to such day, or on such earlier date on which such Lender may no
longer lawfully continue to maintain such Offshore Rate Loan (as determined by
such Lender). If the Company is required to so prepay any Offshore Rate Loan,
then concurrently with such prepayment, the Company shall borrow from the
affected Lender, in the amount of such repayment, a Base Rate Loan.

(c) If the obligation of any Lender to make or maintain
Offshore Rate Loans has been terminated or suspended pursuant to subsection (a)
or (b) above, all Loans which would otherwise be made by such Lender as
Offshore Rate Loans shall be instead Base Rate Loans.

(d) Before giving any notice to the Agent under this
Section, the affected Lender 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 such
Lender, be illegal or otherwise disadvantageous to such Lender.

4.3 Increased Costs and Reduction of Return. (a) If any Lender
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) in or in the interpretation
of any law or regulation or (ii) compliance by such Lender 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
Lender of agreeing to make or making, funding or maintaining any Offshore Rate
Loan or participating in Letters of Credit or, in the case of any Issuing
Lender, any increase in the cost to such Issuing Lender of agreeing to issue,
issuing or maintaining any Letter of Credit or of agreeing to make or making,
funding or maintaining any unpaid drawing under any Letter of Credit, then the
Company 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 Lender, additional amounts as are sufficient to compensate such Lender
for such increased costs.

42
51
(b) If any Lender 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 charged with the interpretation or administration thereof, or (iv)
compliance by such Lender (or its Lending Office) or any corporation
controlling such Lender with any Capital Adequacy Regulation, affects or would
affect the amount of capital required or expected to be maintained by such
Lender or any corporation controlling such Lender and (taking into
consideration such Lender's or such corporation's policies with respect to
capital adequacy) determines that the amount of such capital is increased as a
consequence of its Commitment, loans, credits or obligations under this
Agreement, then, upon demand of such Lender to the Company through the Agent,
the Company shall pay to such Lender, from time to time as specified by such
Lender, additional amounts sufficient to compensate such Lender for such
increase.

4.4 Funding Losses. The Company shall reimburse each Lender and hold
each Lender harmless from any loss or expense which such Lender may sustain or
incur as a consequence of:

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

(b) the failure of the Company to borrow, continue or
convert a Loan after the Company 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 2.6 or
2.7) 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. For
purposes of calculating amounts payable by the Company to the Lenders under
this Section and under subsection 4.3(a), each Offshore Rate Loan made by a
Lender (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 eurodollar market for a comparable amount and for a
comparable period, whether or not such Offshore Rate Loan is in fact so funded.

43
52
4.5 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 with respect to a proposed
Offshore Rate Loan, or the Required Lenders determine (and notify the Agent)
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 such Lenders of funding such
Loan, the Agent will promptly so notify the Company and each Lender.
Thereafter, the obligation of the Lenders to make or maintain Offshore Rate
Loans hereunder shall be suspended until the Agent or the Required Lenders, as
the case may be, revokes such notice in writing. Upon receipt of such notice,
the Company may revoke any Notice of Borrowing or Notice of
Conversion/Continuation then submitted by it. If the Company does not revoke
such Notice, the Lenders shall make, convert or continue the Loans, as proposed
by the Company, in the amount specified in the applicable notice submitted by
the Company, but such Loans shall be made, converted or continued as Base Rate
Loans instead of Offshore Rate Loan.

4.6 Certificates of Lenders. Any Lender claiming reimbursement or
compensation under this Article IV shall deliver to the Company (with a copy to
the Agent) a certificate setting forth in reasonable detail the amount payable
to such Lender hereunder and such certificate shall be conclusive and binding
on the Company in the absence of manifest error.

4.7 Substitution of Lenders. Upon the receipt by the Company from
any Lender (an "Affected Lender") of a claim for compensation under Section 4.1
or 4.3 or a notice of the type described in subsection 4.2(a) or (b), the
Company may: (i) request the Affected Lender to use its best efforts to obtain
a replacement bank or financial institution satisfactory to the Company to
acquire and assume all or a ratable part of all of such Affected Lender's Loans
and Commitment (a "Replacement Lender"); (ii) request one more of the other
Lenders to acquire and assume all or part of such Affected Lender's Loans and
Commitment; or (iii) designate a Replacement Lender. Any such designation of a
Replacement Lender under clause (i) or (iii) shall be subject to the prior
written consent of the Agent and each Issuing Lender.

4.8 Survival. The agreements and obligations of the Company in this
Article IV shall survive the payment of all other Obligations.

ARTICLE V

CONDITIONS PRECEDENT

5.1 Conditions of Initial Credit Extensions. The obligation of each
Lender to make its initial Credit Extension is subject to the conditions that
(i) the Company shall have issued Subordinated Debt in an aggregate face amount
of not less than $15,000,000, (ii) the Agent shall have received, on or before
December 13, 1996, (A) evidence that the Company has paid (or will pay with the
proceeds of the initial Loans) all principal, interest and fees

44
53
outstanding under the Original Credit Agreement (and all amounts payable under
Section 4.4 thereof to the extent any Lender has made demand therefor), (B)
evidence that the Ohmstede Acquisition has been (or concurrently with the
initial Borrowing will be) consummated on terms and conditions set forth in the
Ohmstede Acquisition Documents, without giving effect to any amendment or other
modification thereto or waiver thereunder unless consented to by the Lenders
(such terms and conditions to include, without limitation, that the purchase
price for all of the stock of ▇▇▇▇▇▇▇▇, Inc. will not exceed $52,000,000 and
that all outstanding debt of ▇▇▇▇▇▇▇▇, Inc. and its Subsidiaries will not
exceed $2,000,000 and will be paid concurrently with the initial Borrowing (and
that all Liens securing such debt will be released)), and (C) all of the
following, in form and substance satisfactory to the Agent and each Lender, and
in sufficient copies for the Agent and each Lender:

(a) Credit Agreement and Notes. This Agreement and the
Notes (if any) executed by each party thereto.

(b) Resolutions; Incumbency.

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

(ii) A certificate of the Secretary or an Assistant
Secretary of each of the Company and each Guarantor certifying the
names and true signatures of the officers of such entity authorized to
execute, deliver and perform the documents to be delivered by such
entity hereunder.

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

(ii) no Event of Default or Unmatured Event of
Default exists or will result from the initial Credit Extensions; and

(iii) no event or circumstance has occurred since
June 30, 1996 that has resulted or could reasonably be expected to
result in a Material Adverse Effect.

(d) Legal Opinions. Opinions of (i) ▇▇▇▇▇▇ & ▇▇▇▇▇▇,
counsel to the Company and the Guarantors, substantially in the form of Exhibit
D-1; (ii) Sidley & Austin, Illinois counsel to the Company and the Guarantors,
substantially in the form of Exhibit D-2; and (iii) Gordon, Arata, McCollan &
▇▇▇▇▇▇▇▇▇, L.L.P., Louisiana counsel to the Company and the Guarantors,
substantially in the form of Exhibit D-3.

45
54
(e) Payment of Fees. Evidence of payment by the Company
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 the Agent to the
extent invoiced prior to or on the Closing Date, plus such additional amounts
of Attorney Costs as shall constitute the Agent'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 Company and the Agent).

(f) Guaranty. A counterpart of the Guaranty executed by
▇▇▇▇▇▇▇▇, Inc.

(g) Security Agreement, etc. A counterpart of the
Security Agreement, executed by ▇▇▇▇▇▇▇▇, Inc., together with evidence,
reasonably satisfactory to the Agent, that all instruments and documents
(including financing statements), necessary or desirable to perfect and protect
the Agent's Lien on the collateral granted under the Security Agreement have
been signed and delivered to the Agent in appropriate form for filing or
recording (if necessary).

(h) Reaffirmation of Loan Documents. A counterpart of
the Reaffirmation of Loan Documents, substantially in the form of Exhibit K,
executed by the Company and each Guarantor (other than ▇▇▇▇▇▇▇▇, Inc.).

(i) Stock Certificates. Stock certificates representing the
shares of capital stock of ▇▇▇▇▇▇▇▇, Inc. and appropriate blank stock powers
executed by the Company.

(j) Real Estate Documentation. With respect to each parcel
of Real Property owned by the Company or any Subsidiary, a duly executed
Mortgage, together with:

(i) an ALTA loan title insurance policy, issued by an insurer
acceptable to the Agent, insuring the Agent's Lien on such
parcel and containing such endorsements as the Agent may
reasonably require (it being understood that the amount of
coverage, exceptions to coverage and status of title set forth
in such policy shall be reasonably acceptable to the Agent);

(ii) copies of all documents of record concerning such parcel as
shown on the commitment for the ALTA loan title insurance
policy referred to above; and

(iii) original or certified copies of insurance policies with
respect to such parcel issued to the Company or the applicable
Subsidiary for (i) public liability insurance and (ii) "all
risk" property and casualty insurance and, if such parcel is
in a flood hazard area, flood insurance, with standard
noncontributory mortgagee clauses or endorsements in favor of
the Agent (it being understood

46
55
that the amount, terms of coverage and insurer for all such
policies shall be reasonably acceptable to the Agent).

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

5.2 Conditions to All Credit Extensions. The obligation of each
Lender to make any Loan to be made by it and the obligation of the Issuing
Lender to Issue any Letter of Credit is subject to the satisfaction of the
following conditions precedent on the relevant Borrowing Date or Issuance Date:

(a) Notice, Application. In the case of any Loan, the
Agent shall have received a Notice of Borrowing; and in the case of any
Issuance of any Letter of Credit, the Issuing Lender and the Agent shall have
received an L/C Application or L/C Amendment Application, as required under
Section 3.2.

(b) Continuation of Representations and Warranties. The
representations and warranties in Article VI shall be true and correct on and
as of such Borrowing Date or Issuance Date with the same effect as if made on
and as of such Borrowing Date or Issuance 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).

(c) No Existing Default. No Event of Default or
Unmatured Event of Default shall exist or shall result from such Borrowing or
Issuance.

Each Notice of Borrowing and L/C Application or L/C Amendment Application
submitted by the Company hereunder shall constitute a representation and
warranty by the Company hereunder, as of the date of such notice and as of the
applicable Borrowing Date or Issuance Date, that the conditions in this Section
5.2 are satisfied.

ARTICLE VI

REPRESENTATIONS AND WARRANTIES

The Company represents and warrants to the Agent and each Lender that:

6.1 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;

47
56
(b) has the power and authority and all governmental
licenses, authorizations, consents and approvals (i) to own its assets and to
carry on its business and (ii) 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; and

(d) is in compliance with all Requirements of Law;

except, in each case referred to in clause (b)(i), (c) or (d), to the extent
that the failure to do so could not reasonably be expected to have a Material
Adverse Effect.

6.2 Corporate Authorization; No Contravention. The execution,
delivery and performance by the Company of this Agreement and each other Loan
Document to which the Company is party, and the execution, delivery and
performance by each Guarantor of the Guaranty and each other Loan Document to
which such Guarantor is a 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 any
Guarantor's Organization Documents;

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

6.3 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 Guarantor of any Loan Document.

6.4 Binding Effect. Each Loan Document to which the Company or any
Guarantor is a party constitutes the legal, valid and binding obligation of the
Company or such Guarantor, enforceable against the Company or such Guarantor in
accordance with its 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.

6.5 Litigation. There are no actions, suits, proceedings, claims or
disputes pending, or to the best knowledge of the Company, threatened or
contemplated, at law, in equity, in

48
57
arbitration or before any Governmental Authority, against the Company or any
Subsidiary 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) would reasonably be
expected to have a Material Adverse Effect. No injunction, writ, temporary
restraining order or other 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 herein or therein not be
consummated as herein or therein provided.

6.6 No Default. No Event of Default or Unmatured Event of Default
exists or would result from the incurring of any Obligations by the Company.
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 9.1(e).

6.7 ERISA Compliance.

(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 Company, nothing has occurred which would cause the loss of
such qualification. The Company 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
Company, 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 contribution failure has occurred with respect to a
Pension Plan sufficient to give rise to a Lien under Section 302(f) of ERISA;
(iii) no Pension Plan has any Unfunded Pension Liability; (iv) neither the
Company 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); (v) neither
the Company 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

49
58
Multiemployer Plan; and (vi) neither the Company nor any ERISA Affiliate has
engaged in a transaction that could be subject to Section 4069 or 4212(c) or
ERISA.

6.8 Use of Proceeds; Margin Regulations. The proceeds of the Loans
are to be used solely for the purposes set forth in and permitted by Sections
7.12 and 8.7. Neither the Company 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.

6.9 Title to Properties. Each of the Company and each Subsidiary has
good record and marketable title in fee simple to, or a valid leasehold
interest in, all real property necessary or used in the ordinary conduct of its
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.

6.10 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.

6.11 Financial Condition.

(a) The audited consolidated financial statements of the
Company and its Subsidiaries dated December 31, 1995 and the unaudited
consolidated financial statements of the Company and its Subsidiaries dated
June 30, 1996, copies of which have been delivered to each Lender, and the
related statements of income, shareholders' equity and cash flows for the
period then ended, were prepared in accordance with GAAP (subject, in the case
of unaudited statements, to the absence of footnotes and to normal year-end
audit adjustments), fairly present the financial condition of the Company and
the Subsidiaries as at such date and the results of their operations for the
period covered thereby and show all material indebtedness and other
liabilities, direct or contingent, of the Company and its consolidated
Subsidiaries as of the date hereof, including liabilities for taxes, material
commitments and Contingent Obligations.

(b) Since June 30, 1996, there has been no Material
Adverse Effect.

6.12 Environmental Compliance.

(a) No Violations. Neither the Company nor any
Subsidiary, nor any operator of the Company's or any Subsidiary's properties,
is in violation, or alleged violation, of any judgment, decree, order, law,
permit, license, rule or regulation pertaining

50
59
to environmental matters, including those arising under the Resource
Conservation and Recovery Act ("RCRA"), the Comprehensive Environmental
Response, Compensation and Liability Act of 1980 ("CERCLA"), the Superfund
Amendments and Reauthorization Act of 1986 ("▇▇▇▇") or any other Environmental
Law which (i) in any single case, requires expenditures in any three-year
period of $100,000 or more by the Company and its Subsidiaries in penalties
and/or for investigative, removal or remedial actions or (ii) individually or
in the aggregate otherwise might reasonably be expected to have a Material
Adverse Effect.

(b) Notices. Neither the Company nor any Subsidiary has
received notice (other than, in the case of clause (c) below, an Immaterial
Notice) from any third party, including any Federal, state or local
governmental authority: (a) that any one of them has been identified by the
U.S. Environmental Protection Agency as a potentially responsible party under
CERCLA with respect to a site listed on the National Priorities List, 40 C.F.R.
Part ▇▇▇ ▇▇▇▇▇▇▇▇ ▇; (b) that any hazardous waste, as defined by 42 U.S.C.
Section 6903(5), any hazardous substance as defined by 42 U.S.C. Section
9601(14), any pollutant or contaminant as defined by 42 U.S.C. Section 9601(33)
or any toxic substance, oil or hazardous material or other chemical or
substance regulated by any Environmental Law, excluding household hazardous
waste (all of the foregoing, "Hazardous Substances"), which any one of them has
generated, transported or disposed of has been found at any site at which a
Federal, state or local agency or other third party has conducted a remedial
investigation, removal or other response action pursuant to any Environmental
Law; (c) that the Company or any Subsidiary must conduct a remedial
investigation, removal, response action or other activity pursuant to any
Environmental Law; or (d) of any material Environmental Claim.

(c) Handling of Hazardous Substances. (i) No portion of
the Real Property or other assets of the Company or any Subsidiary has been
used for the handling, processing, storage or disposal of Hazardous Substances
except in accordance in all material respects with applicable Environmental
Laws (other than any Immaterial Law); and no underground tank or other
underground storage receptacle for Hazardous Substances is located on such
properties; (ii) in the course of any activities conducted by the Company, any
Subsidiary or the operators of any Real Property, no Hazardous Substances have
been generated or are being used on such properties except in accordance in all
material respects with applicable Environmental Laws (other than any Immaterial
Law); (iii) there have been no Releases or threatened Releases of Hazardous
Substances on, upon, into or from any Real Property or other assets of the
Company or any Subsidiary, which Releases singly or in the aggregate might
reasonably be expected to have a material adverse effect on the value of such
Real Property or assets; (iv) to the best of the Company's knowledge, there
have been no Releases on, upon, from or into any real property in the vicinity
of the Real Property or other assets of the Company or any Subsidiary which,
through soil or groundwater contamination, may have come to be located on, and
which might reasonably be expected to have a material adverse effect on the
value of, the Real Property or other assets of the Company or any Subsidiary;
and (v) any Hazardous Substances generated by the Company and its Subsidiaries
have been transported offsite only by properly licensed carriers and delivered
only to

51
60
treatment or disposal facilities maintaining valid permits as required under
applicable Environmental Laws, which transporters and facilities have been and
are, to the best of the Company's knowledge, operating in compliance with such
permits and applicable Environmental Laws.

(d) Clean-Ups. None of the Real Property or other assets
of the Company or any Subsidiary is or will be subject to any applicable
environmental clean-up responsibility law or environmental restrictive transfer
law or regulation, by virtue of the transactions set forth herein and
contemplated hereby.

(e) Investigations. The Company and its Subsidiaries
have taken all reasonable steps to investigate the past and present condition
and usage of the Real Properties and the operations conducted by the Company
and its Subsidiaries.

6.13 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. The Company is not 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.

6.14 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.

6.15 Copyrights, Patents, Trademarks and Licenses, etc. The Company
and 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 Company, 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. No claim or
litigation regarding any of the foregoing is pending or, to the knowledge of
the Company, 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 Company, proposed, which, in either case, could
reasonably be expected to have a Material Adverse Effect.

6.16 Subsidiaries. As of the Closing Date, the Company has no
Subsidiaries other than those specifically disclosed in part (a) of Schedule
6.16 hereto (other than ▇▇▇▇▇▇▇▇, Inc., which will become a Subsidiary on the
Closing Date) and has no equity investments in any other corporation or entity
other than those specifically disclosed in part (b) of Schedule 6.16.

52
61
6.17 Insurance. Set forth in Schedule 6.17 is a complete and
accurate summary of the property and casualty insurance program carried by
Company and its Subsidiaries on the Closing Date, including the names of
insurers, amounts of coverage and types of coverage. Such summary also
includes any self-insurance program that is in effect.

6.18 Solvency, etc. On the Closing Date (or, in the case of any
Person which becomes a Guarantor after the Closing Date, on the date such
Person becomes a Guarantor), and immediately prior to and after giving effect
to the Issuance of each Letter of Credit and each Borrowing hereunder and the
use of the proceeds thereof, (a) each of the Company's and each Guarantor's
assets will exceed its liabilities and (b) each of the Company and each
Guarantor will be solvent, will be able to pay its debts as they mature, will
own property with fair saleable value greater than the amount required to pay
its debts and will have capital sufficient to carry on its business as then
constituted.

6.19 Labor Matters. (a) Neither the Company nor any Subsidiary has,
within the two-year period preceding the date of this Agreement, taken any
action which would have constituted or resulted in a "plant closing" or "mass
layoff" within the meaning of the Federal Worker Adjustment and Retraining
Notification Act of 1988 or any similar applicable federal, state or local law,
and the Company has no reasonable expectation that any such action is or will
be required at any time prior to the Revolving Termination Date; and (b) on the
date of this Agreement, (i) neither the Company nor any Subsidiary is a party
to any generalized labor dispute and (ii) there are no strikes or walkouts
relating to any labor contracts to which the Company or any Subsidiary is a
party or is otherwise subject.

6.20 Ohmstede Acquisition. (a) The Ohmstede Acquisition Documents
constitute the purchase agreement for the Ohmstede Acquisition (including all
amendments thereto) as in effect on the Closing Date.

(b) The representations and warranties made by the
Company and, to the best of the Company's knowledge, by ▇▇▇▇▇▇▇▇, Inc.
contained in the Ohmstede Acquisition Documents (i) were true and correct in
all material respects when made, (ii) are true and correct in all material
respects on the date hereof, and (iii) will be true and correct in all material
respects as of the Closing Date (except, in the case of clauses (ii) and (iii),
to the extent such representations and warranties relate solely to an earlier
date, in which case they were true and correct to all material respects as of
such earlier dates).

(c) The Ohmstede Acquisition complies in all material
respects with all applicable legal requirements, and all necessary
governmental, regulatory, shareholder and other consents and approvals required
for the consummation of the Ohmstede Acquisition have been, or prior to the
consummation thereof will be, duly obtained and in full force and effect.

(d) The execution and delivery by the Company of the Ohmstede
Acquisition Documents, and the consummation by the Company of the Ohmstede
Acquisition, will not

53
62
violate any Requirement of Law, or result in a breach of, or constitute a
default under, any material agreement or indenture, or any order or decree,
affecting the Company, or, to the best of the Company's knowledge, ▇▇▇▇▇▇▇▇,
Inc.

6.21 Real Property. Set forth on Schedule 6.21 is a complete and
accurate list, as of the date of this Agreement and after giving effect to the
Ohmstede Acquisition, of the address and legal description of all Real Property
owned by the Company or any Subsidiary.

6.22 Full Disclosure. None of the representations or warranties made
by the Company or any Subsidiary in the Loan 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 (including the offering and disclosure materials delivered by or on
behalf of the Company to the Lenders prior to the Closing Date), 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 VII

AFFIRMATIVE COVENANTS

So long as any Lender shall have any Commitment hereunder, or any Loan
or other Obligation shall remain unpaid or unsatisfied, or any Letter of Credit
shall remain outstanding, unless the Required Lenders waive compliance in
writing:

7.1 Financial Statements. The Company shall deliver to the Agent and
each Lender, in form and detail satisfactory to the Agent and the Required
Lenders:

(a) as soon as available, but not later than 90 days
after the end of each fiscal year, (i) 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, 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 ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ LLP or another nationally-recognized independent public accounting
firm ("Independent Auditor"), which report (x) shall state that such
consolidated financial statements present fairly in all material respects the
consolidated financial position of the Company and its Subsidiaries for the
periods indicated in conformity with GAAP applied on a basis consistent with
prior years and (y) shall not be qualified or limited because of a restricted
or limited examination by the Independent Auditor of any material portion of
the Company's or any Subsidiary's records; and (ii) consolidating balance
sheets of the Company and its Subsidiaries as at the end of such year and
consolidating statements of income and

54
63
cash flows for the Company and its Subsidiaries for such fiscal year, certified
by a Responsible Officer;

(b) as soon as available, but not later than 45 days
after the end of each fiscal quarter (except the last fiscal quarter of each
fiscal year), consolidated and consolidating balance sheets of the Company and
its Subsidiaries as of the end of such fiscal quarter, together with
consolidated and consolidating statements of income and a consolidated
statement of cash flows for such fiscal quarter and for the period beginning
with the first day of such fiscal year and ending on the last day of such
fiscal quarter, certified by a Responsible Officer as fairly presenting in all
material respects, in accordance with GAAP (except for the absence of footnotes
and subject to normal year-end audit adjustments) the financial position and
results of operation for the periods covered thereby; and

(c) as soon as available, but not later than 30 days
after the end of each month, (i) a consolidated balance sheet of the Company
and its Subsidiaries as of the end of such month and the related consolidated
statements of income for the period commencing on the first day and ending on
the last day of such month, certified by a Responsible Officer as fairly
presenting in all material respects, in accordance with GAAP (except for the
absence of footnotes and subject to normal year-end audit adjustments), the
financial position and the results of operations of the Company and its
Subsidiaries; and (ii) an operating report for such month in form and detail
reasonably satisfactory to the Required Lenders.

7.2 Certificates; Other Information. The Company shall furnish to
each Lender:

(a) concurrently with the delivery of the financial
statements referred to in subsection 7.1(a), a certificate of the Independent
Auditor stating that in making the examination necessary therefor no knowledge
was obtained of any Event of Default or Unmatured Event of Default, except as
specified in such certificate;

(b) concurrently with the delivery of the financial
statements referred to in subsections 7.1(a) and (b), a Compliance Certificate,
each executed by a Responsible Officer;

(c) concurrently with the delivery of the financial
statements referred to in subsection 7.1(c), a certificate in the form of
Exhibit J, with appropriate insertions, executed by a Responsible Officer;

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

(e) promptly upon the request of the Agent or any Lender,
copies of all detailed financial and management reports submitted to the
Company by the Independent

55
64
Auditor in connection with each annual or interim audit made of the books of
the Company and its Subsidiaries;

(f) as soon as practicable and in any event within 60
days after the commencement of each fiscal year, (i) the business plan for the
Company and its Subsidiaries for such fiscal year prepared in a manner
consistent with the projections delivered by the Company to the Lenders prior
to the Closing Date or otherwise in a manner satisfactory to the Required
Lenders; and (ii) a complete and accurate summary of the property, casualty and
liability insurance carried by the Company and it Subsidiaries, including the
information described in Section 6.17; and

(g) 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 Lender, may from time to time request.

7.3 Notices. The Company shall promptly notify the Agent and each
Lender of:

(a) the occurrence of any Event of Default or Unmatured
Event of Default;

(b) any matter that has resulted or could reasonably be
expected to result in a Material Adverse Effect, including (i) any 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) the occurrence of any of the following events
affecting the Company or any ERISA Affiliate (but in no event more than 10 days
after such event, provided that the Company shall notify the Agent and each
Lender not less than ten days before the occurrence of any event described in
clause (ii) below), and deliver to the Agent and each Lender 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 or any
ERISA Affiliate with respect to such event:

(i) an ERISA Event;

(ii) a contribution failure with respect to a
Pension Plan sufficient to give rise to a Lien under Section 302(f) of
ERISA;

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

56
65
(iv) the adoption of, or the commencement of
contributions to, any Plan subject to Section 412 of the Code by the
Company or any ERISA Affiliate; or

(v) 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; or

(d) any cancellation of or material change in any
insurance maintained by the Company or any Subsidiary;

(e) any violation of any Environmental Law relating to
any Real Property or the Company's or any Subsidiary's operations which
violation might reasonably be expected to have a material adverse effect on
such Real Property or on the Company's or any Subsidiary's operations;

(f) any potential or known Release, or threat of Release,
of any Hazardous Substance at, from or into any Real Property which the Company
or any Subsidiary reports in writing, or is required to report in writing, to
any Governmental Authority and which is material in amount or nature or which
could materially affect the value of any Real Property;

(g) the Company's or any Subsidiary's receipt of any
notice (other than an Immaterial Notice) of violation of any Environmental Law
or of any Release or threatened Release of a Hazardous Substance, including a
notice or claim of liability or potential responsibility from any third party
(including any official of any Governmental Authority) and including notice of
any formal inquiry, proceeding, demand, investigation or other action with
regard to (i) the Company's or any Subsidiary's or any Person's operation of
any Real Property, (ii) contamination on, from or into any Real Property or
(iii) investigation or remediation of offsite locations at which the Company,
any Subsidiary or any of their respective predecessors are alleged to have
directly or indirectly Disposed of Hazardous Substances;

(h) the Company's or any Subsidiary's receipt of any
notice (other than an Immaterial Notice) of the incurrence by any third party
(including any Governmental Authority) of any expense or loss in connection
with the assessment, containment, removal or remediation of any Hazardous
Substances with respect to which the Company or any Subsidiary may be liable or
for which a Lien may be imposed on any Real Property; or

(i) any Environmental Claim which has resulted or could
reasonably be expected to result in a Lien on any assets of the Company or any
Subsidiary;

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

57
66
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 7.3(a) shall describe with particularity any and
all clauses or provisions of this Agreement or any other Loan Document that
have been breached or violated.

7.4 Preservation of Corporate Existence, Etc. The Company shall, and
shall cause each Subsidiary to:

(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 8.3 and sales of assets
permitted by Section 8.2;

(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.

7.5 Maintenance of Property. The Company shall, and shall cause each
Subsidiary to, maintain and preserve all its property which is used or useful
in its business in good working order and condition, ordinary wear and tear
excepted.

7.6 Insurance. The Company shall, and shall cause each Subsidiary
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.

7.7 Payment of Obligations. The Company shall, and shall cause each
Subsidiary 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; and

(b) all lawful claims which, if unpaid, would by law
become a Lien upon its property;

58
67
unless, in each case, 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.

7.8 Compliance with Laws. The Company shall, and shall cause each
Subsidiary 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.

7.9 Compliance with ERISA. The Company shall, and shall cause each
of its 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.

7.10 Inspection of Property and Books and Records. The Company
shall, and shall cause each Subsidiary 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
Company shall, and shall cause each Subsidiary to, permit representatives and
independent contractors of the Agent or any Lender to visit and inspect any of
their respective properties, to examine their respective corporate, financial
and operating records, and to 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 Company and at such reasonable times during normal business
hours and as often as may be reasonably desired, upon reasonable advance notice
to the Company; provided, however, that when an Event of Default exists, the
Agent or any Lender may do any of the foregoing without advance notice.

7.11 Environmental Matters. (a) If any material Release or Disposal
of Hazardous Substances shall occur or shall have occurred on any Real Property
or any other assets of the Company or any Subsidiary, the Company shall, or
shall cause the applicable Subsidiary to, cause the prompt containment and
removal of such Hazardous Substances and the remediation of such Real Property
or other assets as necessary to comply in all material respects with all
Environmental Laws and to preserve the value of such Real Property or other
assets. Without limiting the generality of the foregoing, the Company shall,
and shall cause each Subsidiary to, comply in a reasonable and cost-effective
manner with any valid Federal or state judicial or administrative order
requiring the performance at any Real Property of activities in response to the
Release or threatened Release of a Hazardous Substance except for the period of
time that the Company or such Subsidiary is diligently and in good faith
contesting such order.

(b) To the extent that the transportation of "hazardous
waste" as defined by RCRA is permitted by this Agreement, the Company shall,
and shall cause its Subsidiaries

59
68
to, dispose of such hazardous waste only at licensed disposal facilities
operating, to the best of the Company's or such Subsidiary's knowledge after
reasonable inquiry, in compliance with Environmental Laws.

7.12 Use of Proceeds. The Company shall use the proceeds of the
Loans to partially finance the Ohmstede Acquisition, for working capital and
for other general corporate purposes (including capital expenditures and
Permitted Acquisitions) and to refinance certain debt of the Company, in all
cases not in contravention of any Requirement of Law or of any Loan Document.

7.13 Collateral Audits. The Company shall, and shall cause each
Subsidiary to, permit the Agent and its agents or designees, from time to time,
to inspect and evaluate the collateral pledged to the Agent pursuant to the
Security Agreement, and to inspect, audit and make copies of and extracts from
all records and all other papers in the possession of the Company or such
Subsidiary.

7.14 Further Assurances. The Company shall, and shall cause each
Subsidiary to, take such actions as the Agent may reasonably request from time
to time (including the execution and delivery of guaranties, security
agreements, pledge agreements, mortgages, stock powers, financing statements
and other documents, the filing or recording of any of the foregoing, and the
delivery of stock certificates and other collateral with respect to which
perfection is obtained by possession) to ensure that (a) the obligations of the
Company hereunder and under the other Loan Documents are secured by
substantially all assets of the Company and guaranteed by all Subsidiaries of
the Company (including, promptly upon the acquisition or creation thereof, any
Subsidiary created or acquired after the date hereof) and (b) the obligations
of each Subsidiary under any guaranty issued pursuant to clause (a) are secured
by substantially all of the assets of such Subsidiary.

7.15 Interest Rate Protection. If the Company has not completed one
or more Equity Offerings (as defined in Section 2.7(d)) after the date hereof
resulting in net cash proceeds of at least $20,000,000 by September 30, 1997,
then the Company will enter into one or more interest rate swaps, interest rate
caps or similar agreements having terms and conditions (including national
interest rates and principal amounts), and with counterparties, reasonably
acceptable to the Required Lenders covering Loans in an aggregate principal
amount not less than the remainder of $20,000,000 minus the net cash proceeds
of all Equity Offerings after the date hereof.

7.16 Real Estate Documentation. The Company shall provide,
within 90 days of the date hereof, an ALTA Survey, certified to the Agent and
the applicable title company, showing all easements, encroachments,
improvements, structures and matters of record and containing a complete legal
description and flood hazard notation (it being understood that such survey
shall not indicate any material encroachments) for each parcel of Real Property
listed on Schedule 6.21.

60
69
ARTICLE VIII

NEGATIVE COVENANTS

8.1 Limitation on Liens. The Company shall not, and shall not permit
any Subsidiary 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 8.1 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 7.7,
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 property of the Company or any Subsidiary
securing (i) the non-delinquent performance of bids, trade contracts (other
than for borrowed money), leases, statutory obligations, (ii) contingent
obligations on surety, performance and appeal bonds, and (iii) other non-
delinquent obligations of a like nature; in each case, incurred in the ordinary
course of business, provided that 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 stayed and
all such liens in the aggregate at any time outstanding for the Company and its
Subsidiaries do not exceed $100,000;

(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

61
70
subject thereto or interfere with the ordinary conduct of the businesses of the
Company and its Subsidiaries;

(i) purchase money security interests on any property
acquired by the Company or any Subsidiary 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 Indebtedness secured
thereby shall not exceed 100% of the cost of such property, and (iv) the
principal amount of the Indebtedness secured by all such purchase money
security interests plus the aggregate amount of all Indebtedness arising under
capital leases shall not at any time exceed $500,000;

(j) Liens securing obligations in respect of capital
leases on assets subject to such leases, provided that the aggregate amount of
all Indebtedness arising under such capital leases plus the aggregate amount of
all Indebtedness secured by purchase money security interests shall not at any
time exceed $500,000; and

(k) 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 in excess of those set forth by regulations promulgated
by the FRB, (ii) such deposit account is not intended by the Company or any
Subsidiary to provide collateral to the depository institution and (iii) the
aggregate amount of all such deposits with all depository institutions which
are not Lenders shall not at any time exceed $2,000,000.

8.2 Disposition of Assets. The Company shall not, and shall not
permit any Subsidiary 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:

(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

(c) the sale of all of the stock of Air-Cure, Inc.
(including its Subsidiary, Air-Cure Service, Inc.) and ▇▇▇▇▇▇▇ Environmental
Technologies, Inc.

62
71
(d) dispositions not otherwise permitted hereunder which
are made for fair market value; provided that (i) at the time of any
disposition, no Event of Default or Unmatured Event of Default shall exist or
will 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 in any fiscal year shall not exceed
$500,000.

8.3 Consolidations and Mergers. The Company shall not, and shall not
permit any Subsidiary to, merge or consolidate with or into any other Person,
except that 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.

8.4 Loans and Investments. The Company shall not, and shall not
permit any Subsidiary to, purchase or acquire, or make any commitment therefor,
any capital stock, equity interest, or other obligations or securities of, or
any interest in, any other Person, or make or commit to make any Acquisition,
or make or commit to make any advance, loan, extension of credit or capital
contribution to or any other investment in, any other Person, except for:

(a) investments in cash equivalents issued by any Lender;

(b) 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;

(c) loans and advances to employees in the ordinary
course of business (such as travel advances) in an aggregate amount not at any
time exceeding $100,000.

(d) investments in money market mutual funds sponsored by
any Lender;

(e) investments by the Company or any Subsidiary in, or
loans and advances by the Company or any Subsidiary to, any Person which is a
Subsidiary of the Company or such Subsidiary (prior to, in the case of an
investment, the making of such investment); provided, however, that any future
investments, loans or advances by the Company or any Subsidiary in or to a
Foreign Subsidiary (less any return of principal or return of equity received
in cash with respect to any such investment) shall not exceed $1,000,000 in an
aggregate amount at any time during the term of this Agreement;

(f) loans and advances by any Subsidiary to the Company;

(g) the Ohmstede Acquisition;

(h) Permitted Acquisitions; and

63
72
(i) other investments (including investments in Joint
Ventures) in an aggregate amount not exceeding $250,000 during the term of this
Agreement.

8.5 Limitation on Indebtedness. The Company shall not, and shall not
permit any Subsidiary 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;

(b) Indebtedness consisting of Contingent Obligations
permitted pursuant to Section 8.8;

(d) Indebtedness secured by Liens permitted by
subsections 8.1(i) and (k); and

(e) Subordinated Debt.

8.6 Transactions with Affiliates. The Company shall not, and shall
not permit any Subsidiary to, enter into any transaction with any Affiliate of
the Company (other than a Subsidiary), 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.

8.7 Use of Proceeds. The Company shall not, and shall not permit any
Subsidiary to, use any portion of the Loan proceeds or any Letter of Credit,
directly or indirectly, (i) to purchase or carry Margin Stock, (ii) to repay or
otherwise refinance indebtedness of the Company 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 Securities Exchange Act of 1934.

8.8 Contingent Obligations. The Company shall not, and shall not
permit any Subsidiary to, create, incur, assume or suffer to exist any
Contingent Obligation 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 8.8;

64
73
(d) Contingent Obligations arising under the Loan
Documents; and

(e) Contingent Obligations in respect of surety or
performance bonds to the extent permitted by Section 8.1(f); and

(f) Guaranties of the Company's Subsidiaries under the
Subordinated Debt described in clause (a) of the definition of Subordinated
Debt.

8.9 Sale-Leaseback Arrangements. The Company shall not, and shall
not permit any Subsidiary to, enter into any sale-leaseback arrangements.

8.10 Lease Obligations. The Company shall not, and shall not permit
any Subsidiary to, create or suffer to exist any obligations for the payment of
rent for any property under lease except for:

(a) leases of the Company and its Subsidiaries in
existence on the Closing Date and any renewal, extension or refinancing
thereof;

(b) operating leases entered into by the Company or any
Subsidiary in the ordinary course of business, provided that the aggregate
rental payments under all such operating leases shall not exceed in any fiscal
year $1,250,000; and

8.11 Minimum Interest Coverage Ratio. The Company shall not permit
the Interest Coverage Ratio to be less than the following ratios during the
following periods:

Periods Interest Coverage Ratio
------- -----------------------

1/1/97 through 12/31/97 2.00:1.0
1/1/98 through 12/31/98 2.50:1.0
1/1/99 and thereafter 3.00:1.0

65
74
8.12 Maximum Indebtedness to Capitalization Ratio. The Company shall
not at any time permit the ratio of (a) Total Indebtedness to (b) the sum of
Total Indebtedness plus Net Worth to exceed the following ratios during the
following periods:

Total Indebtedness
Period to Capitalization Ratio
------ -----------------------

Closing Date through 12/31/96 0.80:1.0

1/1/97 through 12/31/97 0.75:1.0

1/1/98 through 12/31/98 0.65:1.0

1/1/99 through 12/31/99 0.60:1.0

1/1/00 through 12/31/00 0.50:1.0

1/1/01 and thereafter 0.45:1.0

8.13 Minimum Net Worth. The Company will not at any time permit Net
Worth to be less than the sum of (a) $20,000,000 plus (b) 75% of quarterly
Consolidated Net Income for the period beginning with July 1, 1996 (provided
that if Consolidated Net Income is less than zero for any fiscal quarter, for
purposes of this Section 8.13 Consolidated Net Income for such fiscal quarter
will be deemed to be zero) plus (c) 100% of the net proceeds of any equity
contributed to or issued by the Company or any of its Subsidiaries (on a
consolidated basis) after the Closing Date.

8.14 Underbillings Ratio. The Company shall not permit the
Underbillings Ratio to exceed 0.30 to 1 for any fiscal quarter.

8.15 Minimum Consolidated Net Income. The Company shall not permit
Consolidated Net Income to be less than zero for any fiscal quarter.

8.16 Current Ratio. The Company shall not permit the Current Ratio
to be less than 1.35 to 1.

8.17 Maximum Total Indebtedness to EBITDA. The Company shall not
permit the ratio of Total Indebtedness to EBITDA as of the last day of any
period of four consecutive fiscal quarters to be greater than the following
ratios as of the following dates:

Quarter Ending Total Indebtedness to EBITDA Ratio
-------------- ----------------------------------

Closing Date through 6/30/97 4.50:1.0

7/1/97 through 12/31/97 4.25:1.0

66
75

1/1/98 through 12/31/98 3.75:1.0

1/1/99 through 12/31/99 3.50:1.0

1/1/00 and thereafter 3.25:1.0

8.18 Restricted Payments. The Company shall not, and shall not
permit any Subsidiary 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
prepay, purchase, redeem or defease any Subordinated Debt (all of the foregoing
being collectively called "Restricted Payments"), except that (i) any
Subsidiary may declare and pay dividends to the Company and (ii) the Company
may:

(a) declare and make stock splits and dividend payments
or other distributions payable solely in its common stock; and

(b) 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.

8.19 ERISA. The Company shall not, and shall not permit any of its
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 be expected to result in liability of the Company in an
aggregate amount in excess of $100,000; or (b) engage in a transaction that
could be subject to Section 4069 or 4212(c) of ERISA.

8.20 Change in Business. The Company shall not, and shall not permit
any Subsidiary to, engage in any line of business other than the businesses
engaged in by the Company and its Subsidiaries as of the date hereof and
businesses reasonably related thereto (but excluding the transportation,
storage or other handling of Hazardous Substances except where permitted in
connection with and incidental to the normal transportation, storage and other
handling of non-hazardous waste).

8.21 Accounting Changes. The Company shall not, and shall not permit
any Subsidiary 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.

8.22 Foreign Subsidiaries. The Company shall not at any time permit
the total assets of all Foreign Subsidiaries to exceed 10% of the total assets
of the Company and its Subsidiaries on a consolidated basis.

67
76
8.23 Negative Pledges. The Company shall not, and shall not permit
any Subsidiary to, enter into any agreement which would restrict the Company or
such Subsidiary from granting to the Agent, on behalf of the Lenders, a Lien on
any asset of the Company or such Subsidiary.

8.24 Capital Expenditures. The Company shall not permit the
aggregate amount of any capital expenditures made by the Company and its
Subsidiaries in any fiscal year to exceed $2,500,000 in the fiscal year ending
December 31, 1997 or $2,000,000 in any fiscal year thereafter.

ARTICLE IX

EVENTS OF DEFAULT

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

(a) Non-Payment. The Company fails to pay (i) when and
as required to be paid herein, any amount of principal of any Loan or any L/C
Obligation, or (ii) within five days after the same becomes due, any interest,
fee or other amount payable hereunder or under any other Loan Document.

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

(c) Specific Defaults. The Company fails to perform or
observe any term, covenant or agreement contained in any of subsection 7.3(a)
or Sections 8.1 through 8.5, 8.7, 8.8, 8.18, 8.19, 8.22 or 8.23.

(d) Other Defaults. The Company or any Subsidiary party
thereto 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 earlier of (i) the date upon which
a Responsible Officer knew or reasonably should have known of such failure or
(ii) the date upon which written notice thereof is given to the Company by the
Agent or any Lender.

(e) Cross-Default. The Company or any Subsidiary (i)
fails to make any payment in respect of any Indebtedness or Contingent
Obligation having an aggregate principal amount (including amounts owing to all
creditors under any combined or syndicated

77
credit arrangement) of more than $100,000 when due (whether by scheduled
maturity, required prepayment, acceleration, demand, or otherwise); or (ii)
fails to perform or observe any other condition or covenant, or any other event
shall occur or condition shall exist, under any agreement or instrument
relating to any Indebtedness or Contingent Obligation having an aggregate
principal amount (including amounts owing to all creditors under any combined
or syndicated credit arrangement) of more than $100,000, 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.

(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; (ii)
voluntarily ceases to conduct its business in the ordinary course; (iii)
commences any Insolvency Proceeding with respect to itself; or (iv) takes any
action to effectuate or authorize any of the foregoing.

(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, warrant of execution
or similar process is issued or levied against a substantial part of the
Company's or any Subsidiary's properties, and such proceeding or petition shall
not be dismissed, or such writ, judgment, warrant of attachment, warrant of
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.

(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 the Company under Title IV of ERISA to
the Pension Plan, Multiemployer Plan or the PBGC in an aggregate amount in
excess of $100,000; (ii) a contribution failure shall have occurred with
respect to a Pension Plan sufficient to give rise to a Lien under Section
302(f) of ERISA; (iii) the aggregate amount of Unfunded Pension Liability among
all Pension Plans at any time exceeds $100,000; or (iv) the Company 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 $100,000.

(i) Monetary Judgments. One or more non-interlocutory
judgments, non-interlocutory orders, decrees or arbitration awards is entered
against the Company or any

69
78
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 $100,000 or more, and the same shall remain unvacated and
unstayed pending appeal for a period of 30 days after the entry thereof.

(j) Non-Monetary Judgments. Any non-monetary judgment,
order or decree is entered against the Company or any Subsidiary which has or
would reasonably be expected to have a Material Adverse Effect, and there shall
be any period of 30 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.

(k) Guarantor Defaults. Any Guarantor fails in any
material respect to perform or observe any term, covenant or agreement in the
Guaranty; or the Guaranty is for any reason partially (including with respect
to future advances) or wholly revoked or invalidated, or otherwise ceases to be
in full force and effect; or any Guarantor, or any other Person by, through or
on behalf of any Guarantor, contests in any manner the validity or
enforceability of the Guaranty or denies that such Guarantor has any further
liability or obligation thereunder.

(l) Security Agreement, etc. The Security Agreement
shall cease to be in full force and effect; or the Company, or any Person by,
through or on behalf of the Company, shall contest the validity or
enforceability of the Security Agreement.

(m) Pledge Agreements. Any Pledge Agreement shall cease
to be in full force and effect; or the Company or the applicable Subsidiary, or
any Person by, through or on behalf of the Company or the applicable
Subsidiary, shall contest the validity or enforceability of any Pledge
Agreement.

(n) Material Environmental Events. There shall occur or
exist one or more circumstances or events of a type or types referred to in
Section 6.12 or 7.11 that, singly or in the aggregate, has resulted or could
reasonably be expected to result in expenditures by the Company and its
Subsidiaries (on account of fines, investigations, removal or remediation) in
excess of $1,000,000 in any fiscal year or $2,000,000 during the period from
the Closing Date to the scheduled Revolving Termination Date or that otherwise
has resulted or could reasonably be expected to result in a Material Adverse
Effect.

(o) Change of Control. Any Change of Control occurs.

9.2 Remedies. If any Event of Default occurs, the Agent shall, at
the request of, or may, with the consent of, the Required Lenders do any or all
of the following:

70
79
(a) declare the commitment of each Lender to make Loans
and any obligation of the Issuing Lender to Issue Letters of Credit to be
terminated, whereupon such commitments and obligations shall be terminated;

(b) declare an amount equal to the maximum aggregate
amount that is or at any time thereafter may become available for drawing under
any outstanding Letter of Credit (whether or not any beneficiary shall have
presented, or shall be entitled at such time to present, the drafts or other
documents required to draw under such Letter of Credit) to be immediately due
and payable, and 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 Company; and

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

provided, however, that upon the occurrence of any Event of Default specified
in subsection 9.1(f) or (g), the obligation of each Lender to make Loans and
the obligation of the Issuing Lender to Issue Letters of Credit 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, the Issuing Lender or
any other Lender.

9.3 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 X

THE AGENT

10.1 Appointment and Authorization. (a) Each Lender hereby
irrevocably (subject to Section 10.9) 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 Lender,
and no implied covenants,

80
functions, responsibilities, duties, obligations or liabilities shall be read
into this Agreement or any other Loan Document or otherwise exist against the
Agent.

(b) The Issuing Lender shall act on behalf of the Lenders
with respect to the Letters of Credit and the documents associated therewith
until such time and except for so long as the Agent may agree at the request of
the Required Lenders to act for the Issuing Lender with respect thereto;
provided, however, that the Issuing Lender shall have all of the benefits and
immunities (i) provided to the Agent in this Article X with respect to any acts
taken or omissions suffered by the Issuing Lender in connection with Letters of
Credit Issued by it or proposed to be Issued by it and the applications and
agreements for letters of credit pertaining to the Letters of Credit as fully
as if the term "Agent", as used in this Article X, included the Issuing Lender
with respect to such acts or omissions, and (ii) as additionally provided in
this Agreement with respect to the Issuing Lender.

10.2 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.

10.3 Liability of Agent. None of the Agent-Related Persons shall (i)
be liable 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 Lenders
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 the Company 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
Lender 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 the Company or any
of the Company's Subsidiaries or Affiliates.

10.4 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 Company), 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

72
81
Agreement or any other Loan Document unless it shall first receive such advice
or concurrence of the Required Lenders as it deems appropriate and, if it so
requests, it shall first be indemnified to its satisfaction by the Lenders
against any and all liability and expense which may be incurred by it by reason
of taking or continuing to take any such action. 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 Required Lenders and such request and any action taken or failure to act
pursuant thereto shall be binding upon all of the Lenders.

(b) For purposes of determining compliance with the
conditions specified in Section 5.1, each Lender 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
Lender for consent, approval, acceptance or satisfaction, or required
thereunder to be consented to or approved by or acceptable or satisfactory to
such Lender.

10.5 Notice of Default. The Agent shall not be deemed to have
knowledge or notice of the occurrence of any Event of Default or Unmatured
Event 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
Lenders, unless the Agent shall have received written notice from a Lender or
the Company referring to this Agreement, describing such Event of Default or
Unmatured Event of Default and stating that such notice is a "notice of
default". The Agent will notify the Lenders of its receipt of any such notice.
The Agent shall take such action with respect to such Event of Default or
Unmatured Event of Default as may be requested by the Required Lenders in
accordance with Article IX; 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
Event of Default or Unmatured Event of Default as it shall deem advisable or in
the best interest of the Lenders.

10.6 Credit Decision. Each Lender 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 Lender. Each
Lender 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 Company
hereunder. Each Lender 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

73
82
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 Company. Except for
notices, reports and other documents expressly herein required to be furnished
to the Lenders by the Agent, the Agent shall not have any duty or
responsibility to provide any Lender with any credit or other information
concerning the business, prospects, operations, property, financial and other
condition or creditworthiness of the Company which may come into the possession
of any of the Agent-Related Persons.

10.7 Indemnification of Agent. Whether or not the transactions
contemplated hereby are consummated, the Lenders shall indemnify upon demand
the Agent-Related Persons (to the extent not reimbursed by or on behalf of the
Company and without limiting the obligation of the Company to do so), pro rata,
from and against any and all Indemnified Liabilities; provided, however, that
no Lender shall be liable for the payment to any Agent-Related Person of any
portion of the Indemnified Liabilities resulting solely from such Person's
gross negligence or willful misconduct. Without limitation of the foregoing,
each Lender 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
not reimbursed for such expenses by or on behalf of the Company. The
undertaking in this Section shall survive the payment of all Obligations
hereunder and the resignation or replacement of the Agent.

10.8 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 Lenders. The Lenders 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 their respective Loans (if
any), BofA and any Affiliate thereof shall have the same rights and powers
under this Agreement as any other Lender and may exercise the same as though
BofA were not the Agent.

10.9 Successor Agent. The Agent may, and at the request of the
Required Lenders shall, resign as Agent upon 30 days' notice to the Lenders.
If the Agent resigns under this Agreement, the Required Lenders shall appoint
from among the Lenders a successor agent for the Lenders. 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 Lenders and the Company, a
successor agent from among the Lenders. Upon the acceptance of its

74
83
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 X 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 Lenders shall perform all of the duties of
the Agent hereunder until such time, if any, as the Required Lenders appoint a
successor agent as provided for above. Notwithstanding the foregoing, however,
BofA may not be removed as the Agent at the request of the Required Lenders
unless BAI or any Affiliate thereof acting as the Issuing Lender hereunder
shall also simultaneously be replaced as Issuing Lender pursuant to
documentation in form and substance reasonably satisfactory to BofA and (and,
if applicable, such Affiliate).

10.10 Withholding Tax. (a) If any Lender is a "foreign corporation,
partnership or trust" within the meaning of the Code and such Lender claims
exemption from, or a reduction of, U.S. withholding tax under Section 1441 or
1442 of the Code, such Lender shall deliver to the Agent and the Company:

(i) if such Lender 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 Lender 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 Lender, 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 Lender and in each succeeding taxable year of such Lender
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.

Each such Lender agrees to promptly notify the Agent and the Company of any
change in circumstances which would modify or render invalid any claimed
exemption or reduction.

(b) If any Lender claims exemption from, or reduction of,
withholding tax under a United States tax treaty by providing IRS Form 1001 and
such Lender sells, assigns, grants a participation in, or otherwise transfers
all or part of the Obligations of the Company

75
84
to such Lender, such Lender agrees to notify the Agent and the Company of the
percentage amount in which it is no longer the beneficial owner of Obligations
of the Company to such Lender. To the extent of such percentage amount, the
Agent and the Company will treat such Lender's IRS Form 1001 as no longer
valid.

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

(d) If any Lender is entitled to a reduction in the
applicable withholding tax, the Agent or the Company may withhold from any
interest payment to such Lender 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 and the Company, then the Agent or the Company may
withhold from any interest payment to such Lender 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 or the
Company did not properly withhold tax from amounts paid to or for the account
of any Lender (because the appropriate form was not delivered or was not
properly executed, or because such Lender 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 Lender shall
indemnify the Agent and the Company fully for all amounts paid, directly or
indirectly, by the Agent or the Company as tax or otherwise, including
penalties and interest, and including any taxes imposed by any jurisdiction on
the amounts payable to the Agent or the Company under this Section, together
with all costs and expenses (including Attorney Costs). The obligation of the
Lenders under this subsection shall survive the payment of all Obligations and
the resignation or replacement of the Agent.

10.11 Collateral Matters.

(a) The Agent is authorized on behalf of all the Lenders,
without the necessity of any notice to or further consent from any Lender, from
time to time to take any action with respect to any collateral or the Loan
Documents which may be necessary to perfect and maintain perfected the security
interest in and Liens upon the collateral granted pursuant to the Loan
Documents.

(b) The Lenders irrevocably authorize the Agent, at its
option and in its discretion, to release any security interest or Lien granted
to or held by the Agent upon any collateral (i) upon termination of the
Commitments and payment in full of all Loans and all other obligations known to
the Agent and payable under this Agreement and the other Loan

76
85
Documents; (ii) constituting property sold or to be sold or disposed of as part
of or in connection with any disposition permitted hereunder; (iii)
constituting property in which the Company or any Subsidiary owned no interest
at the time such security interest or Lien was granted or at any time
thereafter; (iv) constituting property leased to the Company or any Subsidiary
under a lease which has expired or been terminated in a transaction permitted
under this Agreement or is about to expire and which has not been, and is not
intended by the Company or such Subsidiary to be, renewed or extended; (v)
consisting of an instrument evidencing Indebtedness or other debt instrument,
if the indebtedness thereby has been paid in full; or (vi) if approved,
authorized or ratified in writing by all the Lenders. Upon request by the
Agent at any time, the Lenders will confirm in writing the Agent's authority to
release particular types or items of collateral pursuant to this subsection
10.11(b).

10.12 Co-Agent. The Co-Agent shall have no duties or
responsibilities hereunder in such capacity.

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 Company therefrom, shall be effective unless the same
shall be in writing and signed by the Required Lenders (or by the Agent at the
written request of the Required Lenders) and the Company and acknowledged by
the Agent, and then any such waiver or consent shall be effective only in the
specific instance and for the specific purpose for which given; provided that
no such waiver, amendment or consent shall, unless in writing and signed by all
Lenders and the Company and acknowledged by the Agent, do any of the following:

(a) increase or extend the Commitment of any Lender (or
reinstate any Commitment terminated pursuant to Section 9.2);

(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 Lenders (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 (iii) below) reduce 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
Lenders or any of them to take any action hereunder;

77
86
(e) release all or substantially all of the collateral
granted under the Loan Documents; or

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

and provided, further, that (i) no amendment, waiver or consent shall, unless
in writing and signed by the Issuing Lender in addition to the Required Lenders
or all Lenders, as the case may be, affect the rights or duties of the Issuing
Lender under this Agreement or any L/C-Related Document, (ii) no amendment,
waiver or consent shall, unless in writing and signed by the Agent in addition
to the Required Lenders or all Lenders, as the case may be, affect the rights
or duties of the Agent under this Agreement or any other Loan Document, and
(iii) the fees payable to the Agent pursuant to subsection 2.10(a) may be
changed pursuant to a writing executed by the Company and the Agent.

11.2 Notices. (a) All notices, requests and other communications
hereunder shall be in writing (including, unless the context expressly
otherwise provides, by facsimile transmission, provided that any matter
transmitted by the Company 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 Company 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 Company and the
Agent.

(b) All such notices, requests and communications shall,
when transmitted by overnight delivery, or faxed, be effective when delivered,
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; except that notices to the Agent pursuant to Article II, III or X shall
not be effective until actually received by the Agent, and notices pursuant to
Article III to the Issuing Lender shall not be effective until actually
received by the Issuing Lender at the address specified for the "Issuing
Lender" on Schedule 11.2.

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

78
87
understood by the Agent and the Lenders to be contained in the telephonic or
facsimile notice.

11.3 No Waiver; Cumulative Remedies. No failure to exercise and no
delay in exercising, on the part of the Agent or any Lender, 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 Company shall:

(a) whether or not the transactions contemplated hereby
are consummated, pay or reimburse BAI, the Agent and the Arranger within five
Business Days after demand (subject to subsection 5.1(e)) for all costs and
expenses incurred by BAI, the Agent or the Arranger, as applicable, 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 document prepared in connection herewith or therewith, and the
consummation of the transactions contemplated hereby and thereby, including
Attorney Costs incurred by BAI, the Agent and the Arranger with respect
thereto; and

(b) pay or reimburse the Agent and each Lender within
five Business Days after demand (subject to subsection 5.1(e)) for all costs
and expenses (including Attorney Costs) incurred by them in connection with the
enforcement, attempted enforcement, or preservation of any right or remedy
under this Agreement or any other Loan Document during the existence of an
Event of Default or after acceleration of the Loans (including in connection
with any "workout" or restructuring regarding the Loans, and including in any
Insolvency Proceeding or appellate proceeding).

11.5 Company Indemnification. Whether or not the transactions
contemplated hereby are consummated, the Company shall indemnify and hold the
Agent-Related Persons and each Lender and each of their respective officers,
directors, employees, counsel, agents and attorneys-in-fact (each an
"Indemnified Person") harmless from and against any and all liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
charges, expenses and disbursements (including Attorney Costs) of any kind or
nature whatsoever which may at any time (including at any time following
repayment of the Loans, the termination of the Letters of Credit and the
termination, resignation or replacement of the Agent or replacement of any
Lender) be imposed on, incurred by or asserted against any such Person in any
way relating to or arising out of this Agreement or any document contemplated
by or referred to herein, or the transactions contemplated hereby or thereby,
or any action taken or omitted by any such Person under or in connection with
any of the foregoing, including with respect to any investigation, litigation
or proceeding (including any Insolvency Proceeding or appellate proceeding)
related to or arising out of this Agreement or the Loans or Letters of Credit
or the use of the proceeds thereof, whether or not any

79
88
Indemnified Person is a party thereto (all the foregoing, collectively, the
"Indemnified Liabilities"); provided that the Company shall have no obligation
hereunder to any Indemnified Person with respect to Indemnified Liabilities
resulting solely from the gross negligence or willful misconduct of such
Indemnified Person. The agreements in this Section shall survive payment of all
other Obligations.

11.6 Payments Set Aside. To the extent that the Company makes a
payment to the Agent or the Lenders, or the Agent or the Lenders exercise their
right of set-off, and such payment or the proceeds of such set-off or any part
thereof is subsequently invalidated, declared to be fraudulent or preferential,
set aside or required (including pursuant to any settlement entered into by the
Agent or such Lender in its discretion) to be repaid to a trustee or receiver,
or any other party, in connection with any Insolvency Proceeding or otherwise,
then (a) to the extent of such recovery the obligation or part thereof
originally intended to be satisfied shall be revived and continued in full
force and effect as if such payment had not been made or such set-off had not
occurred and (b) each Lender severally agrees to pay to the Agent upon demand
its pro rata share of any amount so recovered from or repaid by the Agent.

11.7 Successors and Assigns. The provisions of this Agreement shall
be binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns, except that the Company may not assign or
transfer any of its rights or obligations under this Agreement without the
prior written consent of the Agent and each Lender.

11.8 Assignments, Participations, etc. (a) Any Lender may, with the
written consent of the Agent and the Issuing Lender, at any time assign and
delegate to one or more Eligible Assignees (each an "Assignee") all, or any
ratable part of all, of the Loans, the Commitment, the L/C Obligations and the
other rights and obligations of such Lender hereunder, in a minimum amount of
$5,000,000 (or, if less, all of such Lender's remaining rights and obligations
hereunder); provided, however, that the Company, the Agent and the Issuing
Lender may continue to deal solely and directly with such Lender in connection
with the interest so assigned to an Assignee until (i) written notice of such
assignment, together with payment instructions, addresses and related
information with respect to the Assignee, shall have been given to the Company
and the Agent by such Lender and the Assignee; (ii) such Lender and the
Assignee shall have delivered to the Company and the Agent an Assignment and
Acceptance in the form of Exhibit H ("Assignment and Acceptance") together with
any Note subject to such assignment and (iii) the assignor Lender or the
Assignee has paid to the Agent a processing fee in the amount of $3,500.

(b) From and after the date that the Agent notifies the
assignor Lender that it has provided its consent, and received the consent of
the Issuing Lender, with respect to an executed Assignment and Acceptance and
payment of the above-referenced processing fee, (i) the Assignee thereunder
shall be a party hereto and, to the extent that rights and obligations
hereunder have been assigned to it pursuant to such Assignment and Acceptance,
shall have the rights and obligations of a Lender under the Loan Documents, and
(ii) the assignor

80
89
Lender shall, to the extent that rights and obligations hereunder and under the
other Loan Documents have been assigned by it pursuant to such Assignment and
Acceptance, relinquish its rights and be released from its obligations under
the Loan Documents.

(c) Any Lender may at any time sell to one or more
commercial banks or other Persons not Affiliates of the Company (a
"Participant") participating interests in any Loan, the Commitment of such
Lender and the other interests of such Lender (the "originating Lender")
hereunder and under the other Loan Documents; provided, however, that (i) the
originating Lender's obligations under this Agreement shall remain unchanged,
(ii) the originating Lender shall remain solely responsible for the performance
of such obligations, (iii) the Company, the Issuing Lender and the Agent shall
continue to deal solely and directly with the originating Lender in connection
with the originating Lender's rights and obligations under this Agreement and
the other Loan Documents, and (iv) no Lender shall transfer or grant any
participating interest under which the Participant has rights to approve any
amendment to, or any consent or waiver with respect to, this Agreement or any
other Loan Document, except to the extent such amendment, consent or waiver
would require unanimous consent of the Lenders as described in the first
proviso to Section 11.1. In the case of any such participation, the Participant
shall be entitled to the benefit of Sections 4.1, 4.3 and 11.5 as though it
were also a Lender hereunder, and if amounts outstanding under this Agreement
are due and unpaid, or shall have been declared or shall have become due and
payable upon the occurrence of an Event of Default, the Participant shall be
deemed to have the right of set-off in respect of its participating interest in
amounts owing under this Agreement to the same extent as if the amount of its
participating interest were owing directly to it as a Lender under this
Agreement.

(d) Notwithstanding any other provision in this
Agreement, any Lender may at any time create a security interest in, or pledge,
all or any portion of its rights under and interest in this Agreement and any
Note held by it in favor of any Federal Reserve Bank in accordance with
Regulation A of the FRB or U.S. Treasury Regulation 31 CFR Section 203.14, and
such Federal Reserve Bank may enforce such pledge or security interest in any
manner permitted under applicable law.

11.9 Confidentiality. Each Lender agrees to take and to cause its
Affiliates to take normal and reasonable precautions and exercise due care to
maintain the confidentiality of all information identified as "confidential" or
"secret" by the Company and provided to it by the Company or any Subsidiary,
or by the Agent on the Company's or any Subsidiary's behalf, under this
Agreement or any other Loan Document, and neither such Lender nor any of its
Affiliates shall use any such information other than in connection with or in
enforcement of this Agreement and the other Loan Documents or in connection
with other business now or hereafter existing or contemplated with the Company
or any Subsidiary; except to the extent such information (i) was or becomes
generally available to the public other than as a result of disclosure by such
Lender, or (ii) was or becomes available on a non-confidential basis from a
source other than the Company, provided that such source is not bound by a
confidentiality agreement with the Company or any Subsidiary known to such

81
90
Lender; provided, however, that any Lender may disclose such information (A) at
the request or pursuant to any requirement of any Governmental Authority to
which such Lender is subject or in connection with an examination of such
Lender by any such authority; (B) pursuant to subpoena or other court process;
(C) when required to do so in accordance with the provisions of any applicable
Requirement of Law; (D) to the extent reasonably required in connection with
any litigation or proceeding to which the Agent or any Lender or any of their
respective Affiliates may be party; (E) to the extent reasonably required in
connection with the exercise of any remedy hereunder or under any other Loan
Document; (F) to such Lender's independent auditors and other professional
advisors; (G) to any Participant or Assignee, actual or potential, provided
that such Person agrees in writing to keep such information confidential to the
same extent required of the Lenders hereunder; (H) as to any Lender or its
Affiliate, as expressly permitted under the terms of any other document or
agreement regarding confidentiality to which the Company or any Subsidiary is
party or is deemed party with such Lender or such Affiliate; and (I) to its
Affiliates.

11.10 Set-off. In addition to any right or remedy of the Lenders
provided by law, if an Event of Default exists, or the Loans have been
accelerated, each Lender is authorized at any time and from time to time,
without prior notice to the Company, any such notice being waived by the
Company to the fullest extent permitted by law, to set off and apply any and
all deposits (general or special, time or demand, provisional or final) at any
time held by, and other indebtedness at any time owing by, such Lender to or
for the credit or the account of the Company against any and all Obligations
owing to such Lender, now or hereafter existing, irrespective of whether or not
the Agent or such Lender shall have made demand under this Agreement or any
other Loan Document and although such Obligations may be contingent or
unmatured. Each Lender agrees promptly to notify the Company and the Agent
after any such set-off and application made by such Lender; provided that the
failure to give such notice shall not affect the validity of such set-off and
application.

11.11 Automatic Debits of Fees. With respect to any commitment fee,
arrangement fee, letter of credit fee or other fee, or any other cost or
expense (including Attorney Costs) due and payable to the Agent or the Issuing
Lender under the Loan Documents, the Company hereby irrevocably authorizes BofA
to debit (or to cause BAI to debit) any deposit account of the Company with
BofA (or BAI) in an amount such that the aggregate amount debited from all such
deposit accounts does not exceed such fee or other cost or expense. If there
are insufficient funds in such deposit accounts to cover the amount of the fee
or other cost or expense then due, such debits will be reversed (in whole or in
part, in BofA's sole discretion) and such amount not debited shall be deemed to
be unpaid. No such debit under this Section shall be deemed a set-off.

11.12 Notification of Addresses, Lending Offices, Etc. Each Lender
shall notify the Agent in writing of any change in the address to which notices
to such Lender should be directed, of addresses of any Lending Office, of
payment instructions in respect of all payments to be made to it hereunder and
of such other administrative information as the Agent shall reasonably request.

82
91
11.13 Counterparts. This Agreement may be executed in any number of
separate counterparts, each of which, when so executed, shall be deemed an
original, and all of which taken together shall constitute but one and the same
instrument.

11.14 Severability. The illegality or unenforceability of any
provision of this Agreement or any instrument or agreement required hereunder
shall not in any way affect or impair the legality or enforceability of the
remaining provisions of this Agreement or such instrument or agreement.

11.15 No Third Parties Benefited. This Agreement is made and entered
into for the sole protection and legal benefit of the Company, the Lenders, the
Agent and the Agent-Related Persons, and their permitted successors, assigns
and participants, and no other Person shall be a direct or indirect legal
beneficiary of, or have any direct or indirect cause of action or claim in
connection with, this Agreement or any other Loan Document.

11.16 Governing Law and Jurisdiction. (a) THIS AGREEMENT AND ANY
NOTES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE
STATE OF ILLINOIS; PROVIDED THAT THE AGENT AND THE LENDERS SHALL RETAIN ALL
RIGHTS ARISING UNDER FEDERAL LAW.

(b) ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS
AGREEMENT OR ANY OTHER LOAN DOCUMENT MAY BE BROUGHT IN THE COURTS OF THE STATE
OF ILLINOIS OR OF THE UNITED STATES FOR THE NORTHERN DISTRICT OF ILLINOIS, AND
BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH OF THE COMPANY, THE AGENT AND
THE LENDERS CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE NON-
EXCLUSIVE JURISDICTION OF SUCH COURTS. EACH OF THE COMPANY, THE AGENT AND THE
LENDERS IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING
OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR
HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION
IN RESPECT OF THIS AGREEMENT OR ANY DOCUMENT RELATED HERETO. THE COMPANY, THE
AGENT AND THE LENDERS EACH WAIVE PERSONAL SERVICE OF ANY SUMMONS, COMPLAINT OR
OTHER PROCESS, WHICH MAY BE MADE BY ANY OTHER MEANS PERMITTED BY ILLINOIS LAW.

11.17 Waiver of Jury Trial. THE COMPANY, THE LENDERS AND THE AGENT
EACH WAIVE THEIR RESPECTIVE RIGHTS TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF
ACTION BASED UPON OR ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE OTHER
LOAN DOCUMENTS, OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, IN ANY
ACTION, PROCEEDING OR OTHER LITIGATION OF ANY TYPE BROUGHT BY ANY OF THE
PARTIES AGAINST ANY OTHER PARTY OR ANY AGENT-RELATED PERSON,

83
92
PARTICIPANT OR ASSIGNEE, WHETHER WITH RESPECT TO CONTRACT CLAIMS, TORT CLAIMS,
OR OTHERWISE. THE COMPANY, THE LENDERS AND THE AGENT EACH AGREE THAT ANY SUCH
CLAIM OR CAUSE OF ACTION SHALL BE TRIED BY A COURT TRIAL WITHOUT A JURY.
WITHOUT LIMITING THE FOREGOING, THE PARTIES FURTHER AGREE THAT THEIR RESPECTIVE
RIGHT TO A TRIAL BY JURY IS WAIVED BY OPERATION OF THIS SECTION AS TO ANY
ACTION, COUNTERCLAIM OR OTHER PROCEEDING WHICH SEEKS, IN WHOLE OR IN PART, TO
CHALLENGE THE VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT OR THE OTHER LOAN
DOCUMENTS OR ANY PROVISION HEREOF OR THEREOF. THIS WAIVER SHALL APPLY TO ANY
SUBSEQUENT AMENDMENT, RENEWAL, SUPPLEMENT OR MODIFICATION TO THIS AGREEMENT AND
THE OTHER LOAN DOCUMENTS.

11.18 Consent to Release of Subsidiaries. The Lenders authorize the
Agent to release Air-Cure, Inc. (and its Subsidiary Air-Cure Service, Inc.) and
▇▇▇▇▇▇▇ Environmental Technologies, Inc. from their respective obligations
under the Guaranty, the Security Agreement, the Company Pledge Agreement and
the Subsidiary Pledge Agreement upon the consummation of the sale of these
Subsidiaries.

11.19 Entire Agreement. This Agreement, together with the other Loan
Documents, embodies the entire agreement and understanding among the Company,
the Lenders and the Agent, and supersedes all prior or contemporaneous
agreements and understandings of such Persons, verbal or written, relating to
the subject matter hereof and thereof.

84
93
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed and delivered in Chicago, Illinois by their proper and duly
authorized officers as of the day and year first above written.

AIR-CURE TECHNOLOGIES, INC.