CREDIT AGREEMENT

 

                                                                   EXHIBIT 10.23
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                                CREDIT AGREEMENT

                            Dated as of June 28, 1996

                                      Among

                         NATIONAL FIBERSTOK CORPORATION,

                                LABEL ART, INC.,

                          INFOSEAL INTERNATIONAL INC.,

                       GOVERNMENT FORMS AND SYSTEMS, INC.,

                        PUTNAM GRAPHIC INNOVATIONS, INC.,

                             SHORT RUN LABELS, INC.,

                             BOHARB CORPORATION and

                                A/L SYSTEMS INC.,

                                  as Borrowers;

                                       and

                             HELLER FINANCIAL, INC.

                            as Agent and as a Lender,

                                       and

                          such other persons executing
                           this Agreement as Lenders.

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                                TABLE OF CONTENTS
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     SECTION 1   AMOUNTS AND TERMS OF REVOLVING LOANS. . . . . . . . . . . .   2
           1.1   Revolving Loans . . . . . . . . . . . . . . . . . . . . . .   2
                    (A) Revolving Loans. . . . . . . . . . . . . . . . . . .   2
                    (B) Letters of Credit and Risk
                         Participation Agreements. . . . . . . . . . . . . .   6
           1.2   Interest and Related Fees . . . . . . . . . . . . . . . . .   8
                    (A) Interest . . . . . . . . . . . . . . . . . . . . . .   9
                    (B) Commitment Fee . . . . . . . . . . . . . . . . . . .  11
                    (C) Risk Participation Fee . . . . . . . . . . . . . . .  12
                    (D) Computation of Interest and Related Fees . . . . . .  12
                    (E) Default Rate of Interest . . . . . . . . . . . . . .  13
                    (F) Excess Interest. . . . . . . . . . . . . . . . . . .  13
                    (G) LIBOR Rate Election. . . . . . . . . . . . . . . . .  13
           1.3   Other Fees and Expenses . . . . . . . . . . . . . . . . . .  13
                    (A) Certain Fees . . . . . . . . . . . . . . . . . . . .  14
                    (B) LIBOR Breakage Fee . . . . . . . . . . . . . . . . .  14
                    (C) Expenses and Attorneys Fees. . . . . . . . . . . . .  14
           1.4   Payments. . . . . . . . . . . . . . . . . . . . . . . . . .  14
           1.5   Term of the Agreement . . . . . . . . . . . . . . . . . . .  16
           1.6   Loan Accounts . . . . . . . . . . . . . . . . . . . . . . .  16
           1.7   Capital Adequacy and Other Adjustments. . . . . . . . . . .  17
           1.8   Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . .  17
                    (A) No Deductions. . . . . . . . . . . . . . . . . . . .  17
                    (B) Changes in Laws. . . . . . . . . . . . . . . . . . .  18
                    (C) Foreign Lenders. . . . . . . . . . . . . . . . . . .  20
                    (D) Tax Benefits . . . . . . . . . . . . . . . . . . . .  21
           1.9   Replacement of Lender in Respect of Increased Costs . . . .  21

     SECTION 2   AFFIRMATIVE COVENANTS . . . . . . . . . . . . . . . . . . .  23
           2.1   Compliance With Laws. . . . . . . . . . . . . . . . . . . .  23
           2.2   Maintenance of Properties; Insurance. . . . . . . . . . . .  24
           2.3   Inspection; Lender Meeting. . . . . . . . . . . . . . . . .  25
           2.4   Corporate Existence, Etc. . . . . . . . . . . . . . . . . .  25
           2.5   Further Assurances. . . . . . . . . . . . . . . . . . . . .  25

     SECTION 3   NEGATIVE COVENANTS. . . . . . . . . . . . . . . . . . . . .  26
           3.1   Indebtedness. . . . . . . . . . . . . . . . . . . . . . . .  26
           3.2   Liens and Related Matters . . . . . . . . . . . . . . . . .  28
                 (A)   No Liens. . . . . . . . . . . . . . . . . . . . . . .  28

                                       (i)

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                 (B)   No Negative Pledges . . . . . . . . . . . . . . . . .  30
                 (C)   No Restrictions on Subsidiary
                          Distributions to Borrowers . . . . . . . . . . . .  30
           3.3   Investments; Joint Ventures . . . . . . . . . . . . . . . .  31
           3.4   Contingent Obligations. . . . . . . . . . . . . . . . . . .  33
           3.5   Restricted Junior Payments. . . . . . . . . . . . . . . . .  35
           3.6   Restriction on Fundamental Changes. . . . . . . . . . . . .  37
           3.7   Disposal of Assets or Subsidiary Stock. . . . . . . . . . .  38
           3.8   Transactions with Affiliates. . . . . . . . . . . . . . . .  38
           3.9   Management Fees and Compensation. . . . . . . . . . . . . .  39
           3.10  Conduct of Business . . . . . . . . . . . . . . . . . . . .  39
           3.11  Changes Relating to Subordinated
                       Indebtedness. . . . . . . . . . . . . . . . . . . . .  39
           3.12  Fiscal Year . . . . . . . . . . . . . . . . . . . . . . . .  40
           3.13  Press Release; Public Offering Materials. . . . . . . . . .  40
           3.14  Subsidiaries. . . . . . . . . . . . . . . . . . . . . . . .  40
           3.15  Changes Relating to Senior Notes and
                 Indenture . . . . . . . . . . . . . . . . . . . . . . . . .  40

     SECTION 4   FINANCIAL COVENANTS/REPORTING . . . . . . . . . . . . . . .  41
           4.1   Fixed Charge Coverage . . . . . . . . . . . . . . . . . . .  41
           4.2   Total Indebtedness to Operating Cash Flow Ratio . . . . . .  42
           4.3   Financial Statements and Other Reports. . . . . . . . . . .  42
                 (A)   Interim Financials. . . . . . . . . . . . . . . . . .  43
                 (B)   Year-End Financials . . . . . . . . . . . . . . . . .  43
                 (C)   Borrower Compliance Certificate . . . . . . . . . . .  44
                 (D)   Accountants' Reports. . . . . . . . . . . . . . . . .  44
                 (E)   Borrowing Base Certificate and
                       Agings; Schedule of Inventory . . . . . . . . . . . .  44
                 (F)   Management Report . . . . . . . . . . . . . . . . . .  45
                 (G)   Collateral Value Report . . . . . . . . . . . . . . .  45
                 (H)   Appraisals. . . . . . . . . . . . . . . . . . . . . .  46
                 (I)   Projections . . . . . . . . . . . . . . . . . . . . .  46
                 (J)   SEC Filings and Press Releases. . . . . . . . . . . .  46
                 (K)   Events of Default, Etc. . . . . . . . . . . . . . . .  47
                 (L)   Other Notices . . . . . . . . . . . . . . . . . . . .  47
                 (M)   Litigation. . . . . . . . . . . . . . . . . . . . . .  47
                 (N)   Supplemented Schedules; Notice of Corporate Changes .  48
                 (O)   Other Information . . . . . . . . . . . . . . . . . .  48
           4.4   Accounting Terms; Utilization of GAAP for
                 Purposes of Calculations Under Agreement. . . . . . . . . .  48

                                      (ii)

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     SECTION 5   REPRESENTATIONS AND WARRANTIES. . . . . . . . . . . . . . .  49
           5.1   Disclosure. . . . . . . . . . . . . . . . . . . . . . . . .  50
           5.2   No Material Adverse Effect. . . . . . . . . . . . . . . . .  50
           5.3   No Default. . . . . . . . . . . . . . . . . . . . . . . . .  50
           5.4   Organization, Powers, Capitalization
                   and Good Standing . . . . . . . . . . . . . . . . . . . .  51
                 (A)   Organization and Powers . . . . . . . . . . . . . . .  51
                 (B)   Capitalization. . . . . . . . . . . . . . . . . . . .  51
                 (C)   Binding Obligation. . . . . . . . . . . . . . . . . .  52
                 (D)   Qualification . . . . . . . . . . . . . . . . . . . .  52
           5.5   Financial Statements. . . . . . . . . . . . . . . . . . . .  52
           5.6   Intellectual Property . . . . . . . . . . . . . . . . . . .  53
           5.7   Investigations, Audits, Etc.. . . . . . . . . . . . . . . .  54
           5.8   Employee Matters. . . . . . . . . . . . . . . . . . . . . .  54
           5.9   Solvency. . . . . . . . . . . . . . . . . . . . . . . . . .  55
           5.10  ERISA . . . . . . . . . . . . . . . . . . . . . . . . . . .  55

     SECTION 6   DEFAULT, RIGHTS AND REMEDIES. . . . . . . . . . . . . . . .  55
           6.1   Event of Default. . . . . . . . . . . . . . . . . . . . . .  56
                 (A)   Payment . . . . . . . . . . . . . . . . . . . . . . .  56
                 (B)   Default in Other Agreements . . . . . . . . . . . . .  56
                 (C)   Breach of Certain Provisions. . . . . . . . . . . . .  56
                 (D)   Breach of Warranty. . . . . . . . . . . . . . . . . .  57
                 (E)   Other Defaults Under Loan Documents . . . . . . . . .  57
                 (F)   Involuntary Bankruptcy; Appointment
                       of Receiver, Etc. . . . . . . . . . . . . . . . . . .  57
                 (G)   Voluntary Bankruptcy; Appointment of
                       Receiver, Etc.. . . . . . . . . . . . . . . . . . . .  58
                 (H)   Governmental Liens. . . . . . . . . . . . . . . . . .  58
                 (J)   Dissolution . . . . . . . . . . . . . . . . . . . . .  59
                 (K)   Solvency. . . . . . . . . . . . . . . . . . . . . . .  59
                 (L)   Injunction. . . . . . . . . . . . . . . . . . . . . .  59
                 (M)   ERISA; Pension Plans. . . . . . . . . . . . . . . . .  60
                 (N)   Environmental Matters . . . . . . . . . . . . . . . .  60
                 (O)   Invalidity of Loan Documents. . . . . . . . . . . . .  60
                 (P)   Damage; Strike; Casualty. . . . . . . . . . . . . . .  61
                 (Q)   Licenses and Permits. . . . . . . . . . . . . . . . .  61
                 (R)   Failure of Security . . . . . . . . . . . . . . . . .  61
                 (S)   Change in Control . . . . . . . . . . . . . . . . . .  61
           6.2   Suspension of Commitments . . . . . . . . . . . . . . . . .  62
           6.3   Acceleration. . . . . . . . . . . . . . . . . . . . . . . .  62
           6.4   Performance by Agent. . . . . . . . . . . . . . . . . . . .  63

     SECTION 7   CONDITIONS TO REVOLVING LOANS . . . . . . . . . . . . . . .  64
           7.1   Conditions to Initial Revolving Loans . . . . . . . . . . .  64
           7.2   Conditions to All Revolving Loans . . . . . . . . . . . . .  64

                                      (iii)

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     SECTION 8   ASSIGNMENT AND PARTICIPATION. . . . . . . . . . . . . . . .  66
           8.1   Assignments and Participations in
                   Revolving Loans and Revolving Notes . . . . . . . . . . .  66
           8.2   Agent . . . . . . . . . . . . . . . . . . . . . . . . . . .  69
                 (A)   Appointment . . . . . . . . . . . . . . . . . . . . .  69
                 (B)   Nature of Duties. . . . . . . . . . . . . . . . . . .  69
                 (C)   Rights, Exculpation, Etc. . . . . . . . . . . . . . .  70
                 (D)   Reliance. . . . . . . . . . . . . . . . . . . . . . .  71
                 (E)   Indemnification . . . . . . . . . . . . . . . . . . .  71
                 (F)   Heller Individually . . . . . . . . . . . . . . . . .  72
                 (G)   Successor Agent . . . . . . . . . . . . . . . . . . .  73
                 (H)   Collateral Matters. . . . . . . . . . . . . . . . . .  74
                 (I)   Agency for Perfection . . . . . . . . . . . . . . . .  76
                 (J)   Dissemination of Information. . . . . . . . . . . . .  76
           8.3   Amendments, Consents and Waivers for Certain Actions. . . .  77
           8.4   Set Off and Sharing of Payments . . . . . . . . . . . . . .  78
           8.5   Disbursement of Funds . . . . . . . . . . . . . . . . . . .  79
           8.6   Disbursements of Advances; Payment. . . . . . . . . . . . .  80
                 (A)   Revolving Loan Advances, Payments
                         and Settlements; Related Fee Payments . . . . . . .  80
                 (B)   Availability of Lender's Pro Rata Share . . . . . . .  83
                 (C)   Return of Payments. . . . . . . . . . . . . . . . . .  83

     SECTION 9   MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . .  84
           9.1   Indemnities . . . . . . . . . . . . . . . . . . . . . . . .  84
           9.2   Amendments and Waivers. . . . . . . . . . . . . . . . . . .  85
           9.3   Notices . . . . . . . . . . . . . . . . . . . . . . . . . .  86
           9.4   Failure or Indulgence Not Waiver; Remedies Cumulative . . .  88
           9.5   Marshalling; Payments Set Aside . . . . . . . . . . . . . .  88
           9.6   Severability. . . . . . . . . . . . . . . . . . . . . . . .  89
           9.7   Lenders' Obligations Several;
                   Independent Nature of Lenders' Rights . . . . . . . . . .  89
           9.8   Headings. . . . . . . . . . . . . . . . . . . . . . . . . .  89
           9.9   Applicable Law. . . . . . . . . . . . . . . . . . . . . . .  89
           9.10  Successors and Assigns. . . . . . . . . . . . . . . . . . .  90
           9.11  No Fiduciary Relationship . . . . . . . . . . . . . . . . .  90
           9.12  Construction. . . . . . . . . . . . . . . . . . . . . . . .  90
           9.13  Confidentiality . . . . . . . . . . . . . . . . . . . . . .  90
           9.14  Consent to Jurisdiction and Service of Process. . . . . . .  90
           9.15  Waiver of Jury Trial. . . . . . . . . . . . . . . . . . . .  91

                                      (iv)

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           9.16  Survival of Warranties and Certain Agreements . . . . . . .  92
           9.17  Entire Agreement. . . . . . . . . . . . . . . . . . . . . .  93
           9.18  Counterparts; Effectiveness . . . . . . . . . . . . . . . .  93
           9.19  Limitation on Liability . . . . . . . . . . . . . . . . . .  93

     SECTION 10  DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . .  94
           10.1  Certain Defined Terms . . . . . . . . . . . . . . . . . . .  94
           10.2  Other Definitional Provisions . . . . . . . . . . . . . . . 112

                                       (v)

                         LIST OF EXHIBITS AND SCHEDULES
EXHIBITS
   Exhibit 1.2(G)       -    LIBOR Loan Request
   Exhibit 4.3(C)       -    Compliance Certificate
   Exhibit 4.3(E)       -    Borrowing Base Certificate
   Exhibit 10.1(A)      -    Revolving Note

SCHEDULES
   Schedule 3.1(F)      -    Existing Indebtedness
   Schedule 3.2(A)(10)  -    Liens
   Schedule 3.4         -    Contingent Obligations
   Schedule 3.8         -    Affiliate Transactions
   Schedule 3.9         -    Management Fees and Compensation
   Schedule 3.10        -    Business Description
   Schedule 5.3         -    Violations, Conflicts, Breaches and Defaults
   Schedule 5.4(A)      -    Jurisdictions of Organization
   Schedule 5.4(B)      -    Capitalization
   Schedule 5.4(D)      -    Foreign Qualifications
   Schedule 5.5         -    Financial Statements
   Schedule 5.6         -    Intellectual Property
   Schedule 5.7         -    Investigations and Audits
   Schedule 5.8         -    Employee Matters
   Schedule 5.10        -    ERISA
   Schedule 7.1         -    List of Closing Documents
   Schedule 10.1(A)     -    Pro Forma

                                     (vi)

                                   CREDIT AGREEMENT

         This CREDIT AGREEMENT is dated as of June 28, 1996 and entered into by
and among NATIONAL FIBERSTOK CORPORATION, a Delaware corporation ("NFC"), LABEL
ART, INC., a Delaware corporation ("Label Art"), INFOSEAL INTERNATIONAL INC., a
Delaware corporation ("InfoSeal"), GOVERNMENT FORMS AND SYSTEMS, INC., a
Delaware corporation ("Government Forms and Systems"), PUTNAM GRAPHIC
INNOVATIONS, INC., a Delaware corporation ("Putnam Graphic Innovations"), SHORT
RUN LABELS, INC., a Delaware corporation ("Short Run Labels"), BOHARB
CORPORATION, a Delaware corporation ("Boharb") and A/L SYSTEMS INC., a Delaware
corporation ("A/L Systems"), each individually as a Borrower and collectively as
Borrowers (as hereinafter defined in Section 10), HELLER FINANCIAL, INC., a
Delaware corporation (in its individual capacity, "Heller"), as a Lender (as
hereinafter defined in Section 10), and as Agent (as hereinafter defined in
Section 10), and such other persons executing this Agreement as Lenders.

                                  R E C I T A L S :

         WHEREAS, pursuant to that certain Stock Purchase Agreement dated June
19, 1996 among Rogers Communications, Inc., Frank Neubauer, Jack Resnick and NFC
(the "Purchase Agreement"), NFC has agreed to purchase (the "Acquisition") all
of the outstanding shares of capital stock of Transkrit Corporation, a Delaware
corporation ("Transkrit") and immediately upon the consummation of the
Acquisition, Transkrit will be merged with and into NFC (the "Merger"); and

         WHEREAS, concurrently with the consummation of the Acquisition, (i)
NFC is offering for sale Senior Notes (as hereinafter defined in Section 10)
pursuant to Rule 144A and other exemptions under the Securities Act of 1933, as
amended (the "Securities Act") in an aggregate amount of up to $100,000,000, and
(ii) NFC's parent, DEC International, Inc. ("DEC") is issuing $10,000,000 of
preferred stock of DEC (the "Preferred Stock"), of which approximately
$7,400,000 of such proceeds will be used to make a capital contribution to NFC
(the "Capital

                                                                Page 2

Contribution") and the remainder of such proceeds will be used to pay (a) the
Heller Warrant (as hereinafter defined in Section 10), (b) the Rice Warrant (as
hereinafter defined in Section 10) and (c) a transaction fee to an affiliate of
McCown De Leeuw & Co. in connection with the placement of the Preferred Stock ;
and

         WHEREAS, Borrowers desire that Lenders extend a revolving credit
facility to provide working capital financing for Borrowers and their
Subsidiaries (as hereinafter defined in Section 10) and to provide funds for
other general corporate purposes of Borrowers and their Subsidiaries (including,
without limitation, for future acquisitions, subject to the satisfaction of
certain conditions set forth herein); and

         WHEREAS, Borrowers desire to secure all of their respective
Obligations (as hereinafter defined in Section 10) under the Loan Documents (as
hereinafter defined in Section 10) by granting to Agent, for the benefit of
Agent and Lenders, a security interest in and lien upon all of their respective
accounts receivable, inventory and intellectual property; and

         WHEREAS, DEC is willing to guaranty all of the Obligations of
Borrowers under the Loan Documents;

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

                                       SECTION 1

                         AMOUNTS AND TERMS OF REVOLVING LOANS

         1.1  REVOLVING LOANS.  Subject to the terms and conditions of this
Agreement and in reliance upon the representations and warranties of Borrowers
contained herein:

         (A)  REVOLVING LOANS.  (1)  Subject to the satisfaction of the terms
    and conditions set forth herein and in reliance upon the representations
    and warran-

                                                                Page 3

ties set forth herein, each Lender agrees, severally and not jointly, to lend 
to Borrowers from the Closing Date to the Expiry Date its Pro Rata Share of 
the revolving loans requested by Borrowers to be made by Lenders under this 
subsection 1.1(A), up to an aggregate maximum amount for all Lenders of 
$20,000,000 (as the same may be reduced from time to time hereunder, the 
"Revolving Loan Commitment"); PROVIDED, HOWEVER, that no such Revolving Loans 
may be used to prepay the Senior Notes.  Advances or amounts outstanding 
under the Revolving Loan Commitment will be called "Revolving Loans".  
Revolving Loans may be repaid and reborrowed.  The "Maximum Revolving Loan 
Balance" will be the lesser of (a) the "Borrowing Base" (as calculated on 
Exhibit 4.3(E), the "Borrowing Base Certificate") less outstanding Risk 
Participation Liability or (b) the Revolving Loan Commitment less outstanding 
Risk Participation Liability. If at any time the outstanding Revolving Loans 
exceed the Maximum Revolving Loan Balance (as it may be deemed increased 
pursuant to subsection 1.1(A)(3)), Lenders shall not be obligated to make 
Revolving Loans or issue Lender Letters of Credit or Risk Participation 
Agreements, and Revolving Loans must be repaid immediately, in an amount 
sufficient to eliminate any such excess.  Revolving Loans may be requested by 
Borrowers' Representative in any amount with one (1) Business Day prior 
notice required for amounts greater than $2,000,000.  For amounts less than 
$2,000,000, written or telephonic notice must be provided by Borrowers' 
Representative by 12:00 noon (New York City time) on the day on which the 
Revolving Loan is to be made.  All LIBOR Loans require three (3) Business 
Days notice. All Revolving Loans requested telephonically must be confirmed 
in writing by Borrowers' Representative within twenty-four (24) hours.  
Neither Agent nor any Lender shall incur any liability to any Borrower for 
acting upon any telephonic notice that Agent believes in good faith to have 
been given by a duly authorized officer or other person authorized to borrow 
on behalf of such Borrower.

    (2)  Subject to the terms and conditions of this Agreement and in reliance
upon the representations and warranties herein set forth, the Revolving Loan

                                                                Page 4

Commitment may be utilized, upon the request of any Borrower, for Permitted
Acquisitions, all in compliance with the terms and with the procedures described
in this subsection 1.1(A)(2).

    Revolving Loans for Permitted Acquisitions shall be made, upon the request
of Borrowers' Representative, without Lenders' approval of the terms of the
underlying transaction if Borrowers' Representative shall have delivered to
Agent not later than 1:00 p.m. (New York City time) on or prior to the fifth
(5th) Business Day prior to the date that the Revolving Loan is requested to be
made hereunder, (i) a certificate executed by the chief financial officer of
Borrowers' Representative (a) demonstrating compliance with the financial
covenants contained in Section 4 hereof on a projected basis for the next four
quarterly periods, after giving effect to such acquisition, (b) demonstrating
that the sum of Borrowers' cash and Cash Equivalents and the availability under
the Revolving Loan Commitment, after giving effect to the acquisition and the
making of the Revolving Loans hereunder, is at least $3,000,000 and (c) to the
effect that no Event of Default or Default has occurred and is continuing, or
would result from the making of the requested Revolving Loan, (ii) a copy of the
executed acquisition agreement and executed copies of the related agreements (or
if not available, the latest drafts of the acquisition agreement and any related
agreements) and such other documents reasonably requested by Agent, (iii) a
detailed description of the entity to be acquired with the proceeds of the
requested Revolving Loan, which entity shall be engaged in the business
described in Schedule 3.10 and/or lines of business and services that are
directly related thereto or complementary therewith, and (iv) the total cost,
the sources of funds other than the requested Revolving Loan, if any, that will
be used to pay the costs of such acquisition and the type of transaction by
which the acquisition will be effectuated.  A final business plan and
projections for the entity to be acquired and for all other Loan Parties (taken
as a whole) after giving effect to such acquisition shall be provided not later
than the tenth

                                                                Page 5

(10th) Business Day prior to the date of the proposed acquisition.

    In connection with each Permitted Acquisition and simultaneously with any
advances under the Revolving Loan for each such Permitted Acquisition, Borrowers
will or will cause each Person (and each Subsidiary of each such Person)
acquired with the proceeds of any Revolving Loan promptly to become a Borrower
under this Agreement or to guaranty the Obligations and to grant to Agent, for
the benefit of Agent and Lenders, a security interest in the accounts
receivable, inventory and intellectual property of each such Person (and each
such Subsidiary thereof) to secure the Obligations.  The documentation for such
undertaking, guaranty or security shall be at the expense of Borrowers and shall
be substantially similar to the Loan Documents executed concurrently herewith
with such modifications as are reasonably requested by Agent.  The acquisition
by any Borrower of any Person with the proceeds of any Revolving Loan in
accordance with this subsection 1.1(A)(2) will be deemed a "Permitted
Acquisition."

    (3)  If Borrowers' Representative requests that Lenders make, or permit to
remain outstanding, Revolving Loans in an aggregate amount in excess of the
Maximum Revolving Loan Balance calculated with reference to the Borrowing Base,
Requisite Lenders may in their discretion elect to cause all Lenders to make, or
permit to remain outstanding, such excess Revolving Loans (such Revolving Loans
in excess of the Maximum Revolving Loan Balance calculated with reference to the
Borrowing Base being referred to as "Excess Revolving Loans"), provided that,
after giving effect thereto, the aggregate Revolving Loans then outstanding do
not exceed the Maximum Revolving Loan Balance calculated with reference to the
Revolving Loan Commitment; and PROVIDED FURTHER, that at no time shall the
Excess Revolving Loans outstanding at any time exceed $2,000,000.  If Excess
Revolving Loans are made, or permitted to remain outstanding, pursuant to the
preceding sentence, then (a) the Maximum Revolving Loan Balance shall be deemed
increased by the amount of such Excess Revolving Loans, but only for so long

                                                                Page 6

as Requisite Lenders in their sole discretion allow such Excess Revolving Loans
to be outstanding and (b) all Lenders that have committed to make Revolving
Loans shall be bound to make, or permit to remain outstanding, such Excess
Revolving Loans based upon their Pro Rata Shares in accordance with the terms of
this Agreement.  If Excess Revolving Loans remain outstanding for more than
ninety (90) days during any 180-day period, Revolving Loans must be repaid
immediately, in an amount sufficient to eliminate all of such Excess Revolving
Loans.

    (B)  LETTERS OF CREDIT AND RISK PARTICIPATION AGREEMENTS.  The Revolving
Loan Commitment may, in addition to advances under the Revolving Loan, be
utilized, upon the request of any Borrower, for (i) the issuance of letters of
credit for the benefit of such Borrower or any of its Subsidiaries by Agent
(each such letter of credit, a "Lender Letter of Credit") or (ii) the issuance
by Agent of risk participation agreements (each such agreement, a "Risk
Participation Agreement") to confirm payment to banks which issue letters of
credit for the account of such Borrower or any of its Subsidiaries.

    (1)  MAXIMUM AMOUNT.  The aggregate amount of Risk Participation Liability
with respect to all Lender Letters of Credit and Risk Participation Agreements
outstanding for the account of Borrowers and their Subsidiaries at any time
shall not exceed $3,000,000.

    (2)  REIMBURSEMENT.  Borrowers shall be irrevocably and unconditionally
obligated forthwith without presentment, demand, protest or other formalities of
any kind, to reimburse Agent for any amounts paid by Agent with respect to a
Lender Letter of Credit or a Risk Participation Agreement issued for the account
of any Borrower or any of its Subsidiaries, including all fees, costs and
expenses paid by Agent to any bank that issues letters of credit.  Borrowers
hereby authorize and direct Agent, at Agent's option, to make a Revolving Loan
in the amount of any payment made by Agent with respect to any Lender Letter of
Credit or any Risk Participation Agreement.  All amounts paid by

                                                                Page 7

Agent with respect to any Lender Letter of Credit or Risk Participation
Agreement that are not immediately repaid by Borrowers with the proceeds of a
Revolving Loan or otherwise shall bear interest at the interest rate applicable
to Revolving Loans calculated using the Base Rate.  Each Lender agrees to fund
its Pro Rata Share of any Revolving Loan made pursuant to this subsection
1.1(B)(2).  If no such Revolving Loan is made, each Lender agrees to purchase,
and shall be deemed to have purchased, a participation in such Lender Letter of
Credit or Risk Participation Agreement, as the case may be, in an amount equal
to its Pro Rata Share of the Risk Participation Liability of such Lender Letter
of Credit or Risk Participation Agreement, as the case may be, and each Lender
agrees to pay to Agent such Lender's Pro Rata Share of any payments made by
Agent under such Lender Letter of Credit and Risk Participation Agreement.  The
obligation of each Lender to deliver to Agent an amount equal to its respective
Pro Rata Share pursuant to the preceding two (2) sentences shall be absolute and
unconditional and such remittance shall be made notwithstanding the occurrence
or continuation of an Event of Default or the failure to satisfy any condition
set forth in subsection 7.2.  If any Lender fails to make available to Agent the
amount of such Lender's Pro Rata Share of any payments made by Agent in respect
of such Lender Letter of Credit or Risk Participation Agreement as provided in
this subsection 1.1(B)(2), Agent shall be entitled to recover such amount on
demand from such Lender together with interest at the Base Rate.

    (3)  CONDITIONS OF ISSUANCE OF LETTERS OF CREDIT OR RISK PARTICIPATION
AGREEMENTS.  In addition to all other terms and conditions set forth in this
Agreement, the issuance by Agent of any Lender Letter of Credit or Risk
Participation Agreement shall be subject to the conditions precedent that the
Lender Letter of Credit, the Risk Participation Agreement or the letter of
credit for which any Borrower requests a Risk Participation Agreement, shall
support a transaction entered into in the ordinary course of such Borrower's or
any of its Subsidiary's business and shall be in such form, be for such amount,
and contain

                                                                Page 8

such terms and conditions as are reasonably satisfactory to Agent.  The
expiration date of each Lender Letter of Credit and each letter of credit to be
issued under a Risk Participation Agreement shall be on a date which is the
earlier of (a) one (1) year from its date of issuance, or (b) the thirtieth
(30th) day before the date set forth in clause (c) of the definition of the term
Expiry Date.  Each Risk Participation Agreement shall provide that the agreement
terminates and all demands or claims for payment must be presented by a date
certain, which date will be at least thirty (30) days before the date set forth
in clause (c) of the definition of the term Expiry Date.

    (4)  REQUEST FOR LENDER LETTERS OF CREDIT OR RISK PARTICIPATION AGREEMENTS.
Borrowers' Representative shall give Agent at least three (3) Business Days
prior notice specifying the date a Lender Letter of Credit is requested to be
issued, identifying the beneficiary and describing the nature of the
transactions proposed to be supported thereby.  After the issuance of a Risk
Participation Agreement in favor of a bank that will issue letters of credit on
behalf of any Borrower or any of its Subsidiaries, Borrowers' Representative
shall give Agent at least two (2) Business Days prior written notice specifying
the date a letter of credit is to be issued under a Risk Participation Agreement
(five (5) Business Days in the case of the first letter of credit to be issued
under a particular Risk Participation Agreement), identifying the beneficiary
and describing the nature of the transactions purposed to be supported hereby.
Any notice described in this paragraph shall be accompanied by the form of the
Lender Letter of Credit or the letter of credit to which such Risk Participation
Agreement relates.

    (C)  REVOLVING NOTES.  Borrowers shall execute and deliver to each Lender a
Revolving Note to evidence the Revolving Loans, such Revolving Note to be in the
principal amount of such Lender's Pro Rata Share of the Revolving Loan
Commitment.

                                                                          Page 9

         1.2 INTEREST AND RELATED FEES.

         (A)  INTEREST.  From the date the Revolving Loans are made and the
date the other Obligations become due, the Revolving Loans and the other
Obligations shall bear interest (depending upon Borrowers' election from time to
time, as permitted herein, to have portions of the Loans accrue interest based
upon the LIBOR) at the rates set forth in paragraphs (1) and (2) below:

         (1)  the Revolving Loans and all other Obligations shall bear interest
    at the sum of the Base Rate plus one percent (1.00%) per annum.  "Base
    Rate" means a variable rate of interest per annum equal to the Prime Rate.
    "Prime Rate" means a variable rate of interest per annum equal to the rate
    of interest from time to time published by the Board of Governors of the
    Federal Reserve System in Federal Reserve statistical release H.15 (519)
    entitled "Selected Interest Rates" as the Bank prime loan rate.  Prime Rate
    also includes rates published in any successor publications of the Federal
    Reserve System reporting the Bank prime loan rate or its equivalent.  The
    statistical release generally sets forth a Bank prime loan rate for each
    business day.  The applicable Bank prime loan rate for any date not set
    forth shall be the rate set forth for the last preceding date.  In the
    event the Board of Governors of the Federal Reserve System ceases to
    publish a Bank prime loan rate or equivalent, the term "Base Rate" shall
    mean a variable rate of interest per annum equal to the highest of the
    "prime rate," "reference rate," "base rate" or other similar rate as
    determined by Agent, announced from time to time by any of Bankers Trust
    Company or The Chase Manhattan Bank, National Association (with the
    understanding that any such rate may merely be a reference rate and may not
    necessarily represent the lowest or best rate actually charged to any
    customer by such bank).  "Base Rate Loans" means Loans bearing interest at
    rates determined by reference to the Base Rate.

         (2)  the Revolving Loans shall bear interest at the sum of the LIBOR
    plus two and one-quarter percent (2.25%) per annum.  "LIBOR" means, for
    each Interest Period, a rate equal to:  (a) the rate of interest

                                                                         Page 10

determined by Agent, at which deposits in U.S. dollars for the relevant Interest
Period are offered based on information presented on the Reuters Screen LIBO
Page as of 11:00 a.m. (London time) on the day which is two (2) Business Days
prior to the first day of such Interest Period, provided that if at least two
such offered rates appear on the Reuters Screen LIBO Page in respect of such
Interest Period, the arithmetic mean of all such rates will be the rate used,
PROVIDED FURTHER, that if fewer than two offered rates appear or if Reuters
ceases to provide LIBOR quotations, such rate shall be the rate of interest at
which deposits in U.S. dollars are offered for the relevant Interest Period by
any of Bankers Trust Company or The Chase Manhattan Bank, National Association
to prime banks in the London interbank market, divided by (b) a number equal to
1.0 minus the aggregate (but without duplication) of the rates (expressed as a
decimal fraction) of reserve requirements in effect on the day which is two (2)
Business Days prior to the beginning of such Interest Period (including, without
limitation, basic, supplemental, marginal and emergency reserves under any
regulations of the Board of Governors of the Federal Reserve System or other
governmental authority having jurisdiction with respect thereto, as now and from
time to time in effect) for Eurocurrency funding (currently referred to as
"Eurocurrency Liabilities" in Regulation D of such Board) which are required to
be maintained by a member bank of the Federal Reserve System; such rate to be
rounded upward to the next whole multiple of one-sixteenth of one percent
(.0625%). "LIBOR Loans" means Loans bearing interest at rates determined by
reference to the LIBOR.

         Each LIBOR Loan may be obtained for a thirty (30), sixty (60), ninety
(90), or one hundred eighty (180) day period (each being an "Interest Period").
With respect to all LIBOR Loans:  (a) the Interest Period will commence on the
date that the LIBOR Loan is made or the date on which a Base Rate Loan is
converted into a LIBOR Loan, as applicable, or in the case of immediately
successive Interest Periods, each successive Interest Period shall commence on
the day on which the immediately preceding Interest Period expires, (b) if the
Interest Period expires on a day that is not a Business Day, then it will expire
on

                                                                         Page 11

the next succeeding Business Day, or if such next succeeding Business Day falls
in the next succeeding calendar month, on the next preceding Business Day and
(c) no Interest Period shall extend beyond the date set forth in clause (c) of
the definition of the term "Expiry Date."

         If the introduction of or the interpretation of any law, rule, or
regulation subsequent to the date of this Agreement would increase the reserve
requirement or otherwise increase the cost to any Lender of making or
maintaining a LIBOR Loan, then Agent, on behalf of all affected Lenders, shall
submit a certificate to Borrowers' Representative demonstrating the calculation
of the increased cost and requiring payment thereof to Agent, for the benefit of
the affected Lenders within ten (10) days after the date of the certificate.
There are no limitations on the number of times such certificate may be
submitted.

         Notwithstanding any other provision in this Agreement, in the event
that it becomes unlawful for any Lender or its applicable lending office to:
(i) honor its obligation to make LIBOR Loans hereunder, or (ii) maintain LIBOR
Loans hereunder, then such Lender shall promptly notify Borrowers'
Representative thereof (with a copy to Agent), describing such illegality in
reasonable detail (and shall thereafter promptly notify Borrowers'
Representative and Agent of the cessation, if any, of such illegality), and such
Lender's obligation to make LIBOR Loans and to convert other types of Loans into
LIBOR Loans hereunder shall, upon written notice given by such Lender to
Borrowers' Representative, be suspended until such time as such Lender may again
make and maintain LIBOR Loans and such Lender's outstanding LIBOR Loans shall be
converted into Base Rate Loans (as shall be designated in a notice from
Borrowers' Representative to Agent.).

         (B)  COMMITMENT FEE.  From the Closing Date, Borrowers shall pay,
jointly and severally, to Agent, for the benefit of all Lenders committed to
make Revolving Loans (based upon their respective Pro Rata Shares), a fee in an
amount equal to (a)(i) the Revolving Loan Commitment less (ii) the sum of the
average daily balance of (A) the Revolving Loans plus (B) the average daily
aggregate amount of outstanding Risk Participation Liability during the
preceding quarter, (b) multiplied by one-half percent (0.50%)

                                                                         Page 12

per annum.  Such fee is to be paid quarterly in arrears on the first day of each
calendar quarter, at final maturity, whether by acceleration or otherwise, and
thereafter on demand.

         (C)  RISK PARTICIPATION FEE.  From the Closing Date, Borrowers shall
pay, jointly and severally, to Agent, for the benefit of all Lenders committed
to make Revolving Loans (based upon their respective Pro Rata Shares), a fee for
each Lender Letter of Credit and each Risk Participation Agreement from the date
of issuance to the date of termination equal to the average daily outstanding
amount of the Risk Participation multiplied by two and three-quarters percent
(2.75%) per annum.  Such fee is to be paid quarterly in arrears on the first day
of each calendar quarter, at final maturity, whether by acceleration or
otherwise, and thereafter on demand.  Borrowers shall also, jointly and
severally, reimburse Agent for any and all fees and expenses paid to the issuer
of any letter of credit that is in any way related to a Risk Participation
Agreement.

         (D)  COMPUTATION OF INTEREST AND RELATED FEES.  Interest on all Loans
and all other Obligations and any fees set forth in this subsection 1.2 shall be
calculated daily on the basis of a three hundred sixty (360) day year for the
actual number of days elapsed in the period during which it accrues.  The date
of funding of a Base Rate Loan and the first day of an Interest Period with
respect to a LIBOR Loan shall be included in the calculation of interest.  The
date of payment of a Base Rate Loan and the last day of an Interest Period with
respect to a LIBOR Loan shall be excluded from the calculation of interest.  If
a Loan is repaid on the same day that it is made, one (1) day's interest shall
be charged.  Interest on all Base Rate Loans is payable in arrears on the first
day of each quarter, at final maturity, whether by acceleration or otherwise,
and thereafter on demand.  Interest on LIBOR Loans shall be payable on the last
day of the applicable Inter-est Period, unless the Interest Period is greater
than three (3) months, in which case interest will be payable on the last day of
each three (3) month interval.  In addition, interest on LIBOR Loans is due on
the Expiry Date, whether by acceleration or otherwise.

                                                                         Page 13

         (E)  DEFAULT RATE OF INTEREST.  Upon the occurrence of an Event of
Default under subsection 6.1(A), and at the election of Agent or Requisite
Lenders after the occurrence of any other Event of Default, and for so long as
such Event of Default continues, the Revolving Loans and other Obligations shall
bear interest at a rate that is two percent (2.00%) in excess of the rates
otherwise payable under this Agreement ("Default Rate").  Furthermore, during
any period in which any Event of Default is continuing, as the Interest Periods
for LIBOR Loans then in effect expire, such LIBOR Loans shall be converted at
the discretion of Agent into Base Rate Loans and the LIBOR election will not be
available to Borrower until all Events of Default are cured or waived.

         (F)  EXCESS INTEREST.  Under no circumstances will the rate of
interest chargeable be in excess of the maximum amount permitted by law.  If
excess interest is charged and paid in error, then the excess amount will be
promptly refunded.

         (G)  LIBOR RATE ELECTION.  All Revolving Loans made on the Closing
Date shall be Base Rate Loans and remain so for ten (10) days.  Thereafter,
Borrowers' Representative may request that Revolving Loans to be made be LIBOR
Loans and that outstanding portions of the Revolving Loans be converted to LIBOR
Loans.  Any such request, which will be made by submitting a LIBOR Loan request,
in the form of Exhibit 1.2(G), shall pertain to Revolving Loans in an aggregate
minimum amount of $500,000 and integral multiples of $10,000 in excess thereof.
Once given, a LIBOR Loan request shall be irrevocable and Borrower shall be
bound thereby.  Upon the expiration of an Interest Period, in the absence of a
new LIBOR Loan request submitted to Agent not less than three (3) days prior to
the end of such Interest Period, the LIBOR Loan then maturing shall be
automatically converted to a Base Rate Loan. There may be no more than six (6)
LIBOR Loans outstanding at any one time.  Revolving Loans which are not the
subject of a LIBOR Loan request shall be Base Rate Loans.

         1.3  OTHER FEES AND EXPENSES.

         (A)  CERTAIN FEES.  Borrowers shall pay, jointly and severally, to
Heller, individually, on the Closing

                                                                         Page 14

Date, the fees specified in that certain letter agreement dated the date of this
Agreement among Borrowers and Heller.

         (B)  LIBOR BREAKAGE FEE.  Upon any payment of a LIBOR Loan on any day
that is not the last day of the Interest Period applicable thereto (regardless
of the source of such prepayment and whether voluntary, by acceleration or
otherwise), Borrowers shall, jointly and severally, pay to Agent, for the
benefit of all affected Lenders, an amount (the "LIBOR Breakage Fee") equal to
the amount of any losses, expenses and liabilities (including, without
limitation, any loss (including interest paid) sustained by each such affected
Lender in connection with the re-employment of such funds) that any such
affected Lender may sustain as a result of the payment of such LIBOR Loan on a
day that is not the last day of the Interest Period applicable thereto.

         (C)  EXPENSES AND ATTORNEYS FEES.  Borrowers agree, jointly and
severally, to promptly pay all reasonable fees, costs and expenses (including
those of attorneys) incurred by Agent in connection with any matters
contemplated by or arising out of the Loan Documents, in connection with the
examination, review, due diligence investigation, documentation, negotiation and
closing of the transactions contemplated herein and in connection with the
continued administration of the Loan Documents including any amendments,
modifications, waivers and any other reasonable administrative functions deemed
necessary by Agent.  Borrowers agree, jointly and severally, to promptly pay all
fees, costs and expenses incurred by Agent and Lenders in connection with any
action to enforce any Loan Document or to collect any payments due from any
Borrower or any other Loan Party.  All fees, costs and expenses for which
Borrowers are responsible under this subsection 1.3(C) shall be deemed part of
the Obligations when incurred, payable in accordance with subsection 1.4 and
secured by the Collateral.

         1.4  PAYMENTS.  All payments by Borrowers of the Obligations shall be
made in same day funds and delivered to Agent, for the benefit of Agent and
Lenders, as applicable, by wire transfer to the following account or such other
place as Agent, may from time to time designate.

                                                                         Page 15

          ABA No. 071 000 013
          Account Number 55-00540
          The First National Bank of Chicago
          One First National Plaza
          Chicago, IL 60670
          Reference:  DEC

          Borrowers shall receive credit on the day of receipt for funds
received by Agent, by 2:00 p.m. (New York City time).  In the absence of timely
receipt, such funds shall be deemed to have been paid on the next Business Day.
Whenever any payment to be made hereunder shall be stated to be due on a day
that is not a Business Day, the payment may be made on the next succeeding
Business Day and such extension of time shall be included in the computation of
the amount of interest and fees due hereunder.

          Each Borrower hereby authorizes Lenders to make Revolving Loans, on
the basis of their Pro Rata Shares, for the payment of interest, commitment
fees, Risk Participation Liability fees, LIBOR Breakage Fees and payments in
respect of Risk Participation Liability payments.  Prior to an Event of Default,
other fees, costs and expenses (including those of attorneys) reimbursable to
Agent pursuant to subsections 1.3(A) and (C) or elsewhere in any Loan Document
may (in the absence of any good faith dispute by any Borrower of any such fee,
cost or expense) be debited to the Revolving Loan after fifteen (15) days
notice.  After the occurrence of an Event of Default, no notice will be
required.

          Borrowers may elect to terminate the Revolving Loan Commitment in
full, upon at least one (1) Business Day prior notice to Agent, but no partial
reductions shall be permitted.  After notice of such termination is given, any
Revolving Loans outstanding shall become immediately due and payable and the
Revolving Loan Commitment shall terminate.

          1.5  TERM OF THE AGREEMENT.  All of the Obligations shall become due
and payable as otherwise set forth herein, but in any event, all of the
remaining Obligations shall become due and payable on the date set forth in
clause (c) of the definition of the term "Expiry Date."  Upon such date and
following repayment in full of

                                                                         Page 16

the Obligations, this Agreement will terminate.  Notwithstanding any such
termination, until all Obligations have been fully paid and satisfied, Agent,
for the benefit of Agent and Lenders, shall be entitled to retain the security
interests in the Collateral granted under the Security Documents and the ability
to exercise all rights and remedies available to Agent and Lenders under the
Loan Documents and applicable laws.

          1.6  LOAN ACCOUNTS.  Agent will maintain loan account records for
(a) all Revolving Loans, interest charges and payments thereof, (b) all Risk
Participation Liabilities, (c) the charging and payment of all fees, costs and
expenses and (d) all other debits and credits pursuant to this Agreement.  The
balance in the loan accounts shall be presumptive evidence of the amounts due
and owing to Lenders, provided that any failure by Agent to so record shall not
limit or affect the Borrowers' obligation to pay.  Within five (5) days after
the first of each month, Agent shall provide a statement for each loan account
setting forth the principal of each account and interest due thereon.  Borrowers
must deliver a written objection within sixty (60) days after receipt of the
statement or the statement will be presumptive evidence of the Obligations
absent error.  During the continuance of an Event of Default, each Borrower
irrevocably waives the right to direct the application of any and all payments
and Borrowers hereby irrevocably agree that Agent shall have the continuing
exclusive right to apply and reapply payments in any manner it deems
appropriate.

          1.7  CAPITAL ADEQUACY AND OTHER ADJUSTMENTS.  In the event that the
adoption after the date hereof of any law, treaty, governmental (or quasi-
governmental) rule, regulation, guideline or order regarding capital adequacy,
reserve requirements or similar requirements or compliance by any Lender or any
corporation controlling such Lender with any request or directive regarding
capital adequacy, reserve requirements or similar requirements (whether or not
having the force of law and whether or not failure to comply therewith would be
unlawful) from any central bank or governmental agency or body having
jurisdiction does or shall have the effect of increasing the amount of capital,
reserves or other funds required to be maintained by such Lender or any
corporation controlling such Lender and

                                                                         Page 17

thereby reducing the rate of return on such Lender's or such corporation's
capital as a consequence of its obligations hereunder, then Borrowers shall from
time to time within fifteen (15) days after notice and demand from such Lender
(which demand shall be made as promptly as practicable after such Lender obtains
knowledge that such law, treaty, governmental rule, regulation, order or
requirement exists and such Lender determines to make such demand and shall be
accompanied by the certificate referred to in the next sentence and with a copy
to Agent) pay, jointly and severally, to Agent, for the account of such Lender,
additional amounts sufficient to compensate such Lender for such reduction.  A
certificate as to the amount of such cost and showing the basis of the
computation of such cost submitted by such Lender to Borrowers' Representative
and Agent, shall, absent manifest error, be final, conclusive and binding for
all purposes.  Such Lender shall not be entitled to compensation under this
subsection for any amounts incurred or accrued prior to the one hundred
eightieth (180th) day prior to the giving of such notice.

          1.8  TAXES.

          (A)  NO DEDUCTIONS.  Any and all payments or reimbursements made
hereunder or under the Revolving Notes shall be made free and clear of and
without deduction for any and all taxes, levies, imposts, deductions, charges or
withholdings, and all liabilities with respect thereto (all such taxes, levies,
imposts, deductions, charges or withholdings and all liabilities with respect
thereto excluding, however, taxes imposed on or measured by the net income of a
Lender or Agent ("Tax Liabilities")).  If any Borrower shall be required by law
to deduct any such Tax Liabilities from or in respect of any sum payable
hereunder to any Lender or Agent, then the sum payable hereunder shall be
increased as may be necessary so that, after making all required deductions of
Tax Liabilities, such Lender or Agent receives an amount equal to the sum it
would have received had no such deductions been made.  Borrowers will, jointly
and severally, to the fullest extent permitted by law, indemnify each Lender and
Agent for the full amount of any Tax Liabilities imposed on or paid by them and
any liability (including penalties, interest and expenses) arising therefrom or
with respect thereto, whether or not such Tax Liabilities were correctly

                                                                         Page 18

or legally asserted.  Indemnification payments pursuant to this paragraph shall
be made within 30 days after receipt by Borrowers' Representative of written
demand therefor by such Lender or Agent (which demand shall be made as promptly
as practicable after Agent or such Lender receives a written claim of any
proposed Tax Liability entitling Agent or such Lender to make such demand
pursuant to this subsection).  To the extent that the demand for indemnification
made of the Borrowers by Agent or such Lender with respect to such Tax
Liabilities is not made in conformity with the previous sentence, Agent or such
Lender shall not be entitled to be indemnified under this subsection for any
such Tax Liability to the extent any Borrower is actually prejudiced thereby.

          (B)  CHANGES IN LAWS.  In the event that, subsequent to the Closing
Date (or in the case of a Lender that is an assignee or transferee of an
interest under this Agreement pursuant to subsection 8.1, subsequent to the date
of such assignment or transfer to such Lender), (1) any changes in any existing
law, regulation, treaty or directive or in the official interpretation or
application thereof, (2) any new law, regulation, treaty, interpretation or
directive enacted, or (3) compliance by Agent or any Lender with any request or
directive (whether or not having the force of law) from any governmental
authority, agency or instrumentality:

          (a)  does or shall change the basis of taxation of payments to Agent
     or any Lender of principal, fees, interest or any other amount payable
     hereunder (except for net income taxes, or franchise taxes imposed in lieu
     of net income taxes, imposed generally by federal, state or local taxing
     authorities with respect to interest or commitment or other fees payable
     hereunder or changes in the rate of tax in the overall net income of Agent
     or such Lender); or

          (b)  does or shall impose on Agent or any Lender any other condition
     or increased cost in connection with the transactions contemplated hereby
     or participations herein;

and the result of any of the foregoing is to increase the cost to Agent or any
such Lender of issuing any Lender

                                                                         Page 19

Letter of Credit or Risk Participation Agreement or making or continuing any
Revolving Loan hereunder, as the case may be, or to reduce any amount receivable
hereunder, then, in any such case, Borrowers shall, jointly and severally,
promptly pay to Agent or such Lender, upon Agent or such Lender's demand (which
demand shall be made as promptly as practicable after Agent or such Lender
obtains knowledge that an event entitling Agent or such Lender to claim any
additional amounts pursuant to this subsection has occurred and Agent or such
Lender determines to make such demand and shall be accompanied by the
certificate referred to below), any additional amounts necessary to compensate
Agent or such Lender, on an after-tax basis, for such additional cost or reduced
amount receivable, as determined by Agent or such Lender with respect to this
Agreement or the other Loan Documents.  If Agent or such Lender becomes entitled
to claim any additional amounts pursuant to this subsection, it shall promptly
notify Borrowers' Representative of the event by reason of which Agent or such
Lender has become so entitled to such additional amounts.  A certificate as to
any additional amounts payable pursuant to the foregoing sentence submitted by
Agent or such Lender to Borrowers' Representative and Agent shall, absent
manifest error, be final, conclusive and binding for all purposes.  Agent or
such Lender shall not be entitled to compensation under this subsection for any
amount incurred or accrued prior to the first day of such one hundred eightieth
(180th) day prior to the giving of such notice.

          (C)  FOREIGN LENDERS.  Each Lender organized under the laws of a
jurisdiction outside the United States (a "Foreign Lender") shall, to the extent
it is entitled to do so, provide to Borrowers' Representative and Agent (1) a
properly completed and executed Internal Revenue Service Form 4224 or Form 1001
or other applicable form, certificate or document prescribed by the Internal
Revenue Service of the United States certifying as to such Foreign Lender's
entitlement to a complete exemption or reduced rate of withholding with respect
to payments to be made to such Foreign Lender under this Agreement and under the
Revolving Notes (a "Certificate of Exemption") or (2) a letter from any such
Foreign Lender stating that it is not entitled to any such exemption or reduced
rate of withholding (a "Letter of Non-Exemption").  Prior to becoming a Lender
under this Agreement and within fifteen (15) days after a

                                                                         Page 20

reasonable written request of Borrowers' Representative or Agent from time to
time thereafter, each Foreign Lender that becomes a Lender under this Agreement
shall, to the extent it is entitled to do so, provide a Certificate of Exemption
or a Letter of Non-Exemption to Borrowers' Representative and Agent.  In
addition, each Foreign Lender agrees that from time to time after the Closing
Date, when a lapse in time or a change in circumstances renders the previous
Certificate of Exemption or Letter of Non-Exemption obsolete or inaccurate in
any material respect, it will deliver to Borrowers' Representative and Agent a
new accurate and complete original signed copy of the Certificate of Exemption
or Letter of Non-Exemption.

          Notwithstanding anything to the contrary contained in this subsection
1.8, (1) Borrowers shall be entitled, to the extent they are required to do so
by law, to deduct or withhold income and similar taxes imposed by the United
States (or any political subdivision or taxing authority thereof or therein)
from interest, fees or other amounts payable hereunder for the account of any
Foreign Lender to the extent that such Foreign Lender has not provided to
Borrowers' Representative a Certificate of Exemption that establishes a complete
exemption from such deduction or withholding, and (2) if and to the extent any
Foreign Lender does not provide a Certificate of Exemption that establishes
complete exemption from such deduction or withholding on the Closing Date (or on
the effective date of an assignment or transfer pursuant to subsection 8.1), the
Borrower shall not be obligated to gross-up payments to be made to or indemnify
such Foreign Lender in respect of income or similar taxes imposed by the United
States or any political subdivision or taxing authority thereof or therein that
Borrower is required by law to deduct or withhold.

          (D)  TAX BENEFITS.  If any Borrower determines in good faith that a
reasonable basis exists for contesting any Tax Liability, the relevant Lender
shall cooperate with such Borrower in challenging such Tax Liability if so
requested by Borrowers' Representative.  If any Lender receives a refund of a
Tax Liability for which a payment has been made by the Borrowers pursuant to
this Agreement or receives any credit, relief or other tax benefit in connection
therewith, which refund or benefit is attributable

                                                                         Page 21

to such payment made by Borrowers, then the Lender shall reimburse the Borrowers
for the amount of such refund or benefit.  A Lender shall claim any refund or
benefit that it determines is available to it, unless it determines in its
reasonable discretion that it would be adversely affected by making such a
claim.

          1.9  REPLACEMENT OF LENDER IN RESPECT OF INCREASED COSTS.  Within
fifteen (15) days after receipt by Borrowers' Representative of written notice
and demand from any Lender (an "Affected Lender") for payment of additional
costs as provided in subsection 1.8, Borrowers may, at their option, notify
Agent and such Affected Lender of their intention to do one of the following:

          (A)  Borrowers may obtain, at Borrowers' expense, a replacement Lender
     ("Replacement Lender") for such Affected Lender, which Replacement Lender
     shall be reasonably satisfactory to Agent.  In the event Borrowers obtain a
     Replacement Lender within ninety (90) days following notice of their
     intention to do so, the Affected Lender shall sell and assign its Revolving
     Loans and its obligations under the Revolving Loan Commitment to such
     Replacement Lender, provided that Borrowers have reimbursed such Affected
     Lender for its increased costs for which it is entitled to reimbursement
     under this Agreement through the date of such sale and assignment; or

          (B)  Borrowers may prepay in full all outstanding Obligations owed to
     such Affected Lender and terminate such Affected Lender's Pro Rata Share of
     the Revolving Loan Commitment, in which case the Revolving Loan Commitment
     will be reduced by the amount of such Affected Lender's Pro Rata Share.
     Borrowers shall, within ninety (90) days following notice of their
     intention to do so, prepay in full all outstanding Obligations owed to such
     Affected Lender (including such Affected Lender's increased costs for which
     it is entitled to reimbursement under this Agreement through the date of
     such prepayment), and terminate such Affected Lender's obligations under
     the Revolving Loan Commitment.

                                                                         Page 22

                                    SECTION 2

                              AFFIRMATIVE COVENANTS

          Each Borrower, jointly and severally, covenants and agrees that so
long as the Revolving Loan Commitment is in effect and until payment in full of
all Obligations and termination of all Lender Letters of Credit and Risk
Participation Agreements, unless Requisite Lenders shall otherwise give their
prior written consent, each Borrower shall perform and comply with, and shall
cause each of the other Loan Parties to perform and comply with, all covenants
in this Section 2 applicable to such Person.

          2.1  COMPLIANCE WITH LAWS.  Each Borrower will (a) comply with and
will cause each of its Subsidiaries to comply with the requirements of all
applicable laws, rules, regulations and orders of any governmental authority
(including, without limitation, any laws, rules, regulations and orders relating
to operation of such Borrower's and its Subsidiaries' business, taxes, employer
and employee contributions, securities, employee retirement and welfare
benefits, environmental protection matters and employee health and safety) as
now in effect and which may be imposed in the future in all jurisdictions in
which such Borrower or its Subsidiaries are now doing business or may hereafter
be doing business, other than those laws, rules, regulations and orders the
noncompliance with which could not be reasonably expected to have, either
individually or in the aggregate, a Material Adverse Effect, and (b) maintain or
obtain and will cause each of its Subsidiaries to maintain or obtain, all
licenses, qualifications and permits now held or hereafter required to be held
by such Borrower and its Subsidiaries, for which the loss, suspension,
revocation or failure to obtain or renew, could have a Material Adverse Effect.
This subsection 2.1 shall not preclude any Borrower or any Subsidiary from
contesting any taxes or other payments, if they are being diligently contested
in good faith and if appropriate expense provisions have been recorded in
conformity with GAAP.  Each Borrower represents and warrants that as of the date
hereof, it (i) is in compliance and each of its Subsidiaries is in compliance
with the requirements of all applicable laws, rules, regulations and orders of
any governmental authority as now in effect, and (ii) maintains and each of its
Sub-

                                                                         Page 23

sidiaries maintains all licenses, qualifications and permits referred to above,
in each case except where the failure to be in compliance or to maintain such
licenses, qualifications or permits could not be reasonably expected to have a
Material Adverse Effect.

          2.2  MAINTENANCE OF PROPERTIES; INSURANCE.  Each Borrower will
maintain or cause to be maintained in good repair, working order and condition
all material properties used in the business of such Borrower and its
Subsidiaries and will make or cause to be made all appropriate repairs, renewals
and replacements thereof.  Borrowers will maintain or cause to be maintained,
with financially sound and reputable insurers, public liability and property
damage insurance with respect to that business and properties and the business
and properties of their respective Subsidiaries against loss or damage of the
kinds customarily carried or maintained by corporations of established
reputation engaged in similar businesses and in amounts reasonably acceptable to
Agent and will deliver evidence thereof to Agent.  Borrowers will maintain
business interruption insurance in an amount not less than $80,000,000.  Each
Borrower shall cause, pursuant to endorsements and assignments and assignments
in form and substance reasonably satisfactory to Agent, for the benefit of Agent
and Lenders, to be named as (a) lender's loss payee in the case of casualty
insurance relating to the Collateral, (b) additional insured in the case of all
liability insurance, and (c) assignee in the case of all business interruption
insurance; PROVIDED, HOWEVER, that unless an Event of Default has occurred and
is then continuing, the proceeds of such insurance shall be made available to
Borrowers.  Each Borrower represents and warrants that it and each of its
Subsidiaries currently maintains all material properties as set forth above and
maintains all insurance described above.

          2.3  INSPECTION; LENDER MEETING.  Each Borrower shall permit Agent
and/or any authorized representatives of Agent to visit and inspect any of the
properties of such Borrower or any of its Subsidiaries, including its and their
financial and accounting records, collateral records, financial and other
management systems and to make copies and take extracts therefrom, and to
discuss its and their affairs, finances and business with its and their officers

                                                                         Page 24

and certified public accountants, upon prior notice at such reasonable times
during normal business hours and as often as may be reasonably requested.
Representatives of each Lender will be permitted to accompany representatives of
Agent during each visit, inspection and discussion referred to in the
immediately preceding sentence.  Without in any way limiting the foregoing, each
Borrower will participate and will cause its key management personnel to
participate in a meeting with Agent and Lenders at least once during each year,
which meeting shall be held at such time and such place as may be reasonably
requested by Agent.

          2.4  CORPORATE EXISTENCE, ETC.  Except as otherwise permitted by
subsection 3.6, each Borrower will, and will cause each of its Subsidiaries to,
at all times preserve and keep in full force and effect its corporate existence
and all rights and franchises material to its business.

          2.5  FURTHER ASSURANCES.

          (A)  Borrowers shall and shall cause each Loan Party to, from time to
time, execute such amendments to this Agreement and the Revolving Notes and such
guaranties, financing statements, documents, security agreements and reports as
Agent or Requisite Lenders at any time may reasonably request to evidence,
perfect or otherwise implement the undertakings, guaranties and security for
repayment of the Obligations contemplated by the Loan Documents.

          (B)  At the request of Agent or the Requisite Lenders, Borrowers shall
cause any of their Subsidiaries promptly to become a Borrower under this
Agreement or to guaranty the Obligations and to grant to Agent, for the benefit
of Agent and Lenders, a security interest in the accounts receivable, inventory
and intellectual property of such Subsidiary to secure the Obligations.  The
documentation for such undertaking, guaranty or security shall be at the expense
of Borrowers and shall be substantially similar to the Loan Documents executed
concurrently herewith with such modifications as are reasonably requested by
Agent.

                                                                         Page 25

                                    SECTION 3

                               NEGATIVE COVENANTS

          Each Borrower, jointly and severally, covenants and agrees that so
long as the Revolving Loan Commitment is in effect and until payment in full of
all Obligations and termination of all Lender Letters of Credit and Risk
Participation Agreements, unless Requisite Lenders shall otherwise give their
prior written consent, each Borrower shall perform and comply with, and shall
cause each of the other Loan Parties to perform and comply with, all covenants
in this Section 3 applicable to such Person.

          3.1  INDEBTEDNESS.  No Borrower shall, nor shall any Borrower permit
any of its Subsidiaries directly or indirectly to, create, incur, assume,
guaranty, or otherwise become or remain directly or indirectly liable with
respect to any Indebtedness except:

          (A)  the Obligations;

          (B)  unsecured intercompany Indebtedness among Borrowers and their
     Subsidiaries; provided that the obligations of each obligor of such
     Indebtedness shall:  (1) be subordinated (on such terms and conditions
     reasonably satisfactory to Agent) in right of payment to the Obligations
     from and after such time as any portion of the Obligations shall become due
     and payable (whether at stated maturity, by acceleration or otherwise); and
     (2) be evidenced by promissory notes, which shall have been pledged to
     Agent, for the benefit of Agent and Lenders, as security for the
     Obligations.

          (C)  Indebtedness of Borrowers evidenced by the Senior Notes and the
     Senior Notes Guarantees;

          (D)  Contingent Obligations permitted under subsection 3.4 and any
     Indebtedness arising as a result of such Contingent Obligations;

          (E)  Indebtedness secured by purchase money Liens or incurred with
     respect to capital leases, provided that after giving effect to the
     incurrence of any such

                                                                         Page 26

     Indebtedness, the aggregate outstanding amount of all such Indebtedness of
     Borrowers and their Subsidiaries, does not exceed an amount equal to
     $7,500,000, less the Existing Indebtedness secured by purchase money Liens
     or incurred with respect to capital leases;

          (F)  Indebtedness existing on the Closing Date and listed on Schedule
     3.1 (F) (the "Existing Indebtedness"); and

          (G)  additional Indebtedness if all of the following conditions have
     been complied with:  (1) no Default or Event of Default shall have occurred
     and then be continuing or would be created by the incurrence of such
     Indebtedness (determined on a pro forma basis after giving effect to the
     incurrence of such Indebtedness); (2) the sum of the following amounts,
     each amount to be determined on the date of the incurrence of the
     additional Indebtedness (a) Borrower's cash and Cash Equivalents and
     (b) the Maximum Revolving Loan Balance, minus the outstanding principal
     balance of the Revolving Loans is at least $3,000,000; and (3) the
     incurrence of such Indebtedness is permitted under the Senior Notes and the
     Indenture.

          3.2  LIENS AND RELATED MATTERS.

          (A)  NO LIENS.  Borrowers shall not, nor shall any Borrower permit any
of its Subsidiaries directly or indirectly to, create, incur, assume or permit
to exist any Lien on or with respect to any property or asset (including any
document or instrument with respect to goods or accounts receivable) of Borrower
or any of its Subsidiaries, whether now owned or hereafter acquired, or any
income or profits therefrom, except Permitted Encumbrances.  "Permitted
Encumbrances" means the following:

          (1)  Liens for taxes, assessments or other governmental charges not
     yet due and payable;

          (2)  statutory Liens of landlords, carriers, warehousemen, mechanics,
     materialmen and other similar liens imposed by law, which are incurred in
     the

     ordinary course of business for sums not more than thirty (30) days
     delinquent or which are being contested in good faith; provided that a
     reserve or other appropriate provision shall have been made therefor;

          (3)  Liens (other than any Lien imposed by the Employee Retirement
     Income Security Act of 1974, as amended, or any rule or regulation
     promulgated thereunder) incurred or deposits made in the ordinary course of
     business in connection with workers' compensation, unemployment insurance
     and other types of social security, or to secure the performance of
     tenders, statutory obligations, surety, stay, customs and appeal bonds,
     bids, leases, government contracts, trade contracts, performance and return
     of money bonds and other similar obligations (exclusive of obligations for
     the payment of borrowed money);

          (4)  deposits, in an aggregate amount not to exceed $2,000,000, made
     in the ordinary course of business and that are not obligations for the
     payment of borrowed money and do not interfere in any material respect with
     the ordinary course of business of any Loan Party and do not in any way
     impair the value of the Collateral;

          (5)  Liens for purchase money obligations and capitalized lease
     obligations; provided that:  (a) the Indebtedness secured by any such Lien
     is permitted under subsection 3.1; and (b) any such Lien encumbers only the
     asset so purchased;

          (6)  any attachment or judgment Lien not constituting an Event of
     Default under subsection 6.1(I);

          (7)  easements, rights of way, restrictions, and other similar charges
     or encumbrances not interfering in any material respect with the ordinary
     conduct of the business of any Borrower or any of its Subsidiaries;

          (8)  any interest or title of a lessor or sublessor under any lease;

                                                                         Page 28

          (9)  Liens in favor of Agent, for the benefit of Agent and Lenders;
     and

          (10) Liens existing on the date hereof and renewals and extensions
     thereof, which Liens are set forth on Schedule 3.2(A)(10) hereto.

          (B)  NO NEGATIVE PLEDGES.  No Borrower shall, nor shall any Borrower
permit any of its Subsidiaries directly or indirectly to, enter into or assume
any agreement (other than pursuant to the Indenture or the Loan Documents)
prohibiting the creation or assumption of any Lien upon its properties or
assets, whether now owned or hereafter acquired.

          (C)  NO RESTRICTIONS ON SUBSIDIARY DISTRIBUTIONS TO BORROWERS.  Except
as provided herein or in the Indenture, no Borrower shall, nor shall any
Borrower permit any of its Subsidiaries directly or indirectly to, create or
otherwise cause or suffer to exist or become effective any consensual
encumbrance or restriction of any kind on the ability of any such Subsidiary to:
(1) pay dividends or make any other distribution on any of such Subsidiary's
capital stock owned by any Borrower or any of its Subsidiaries; (2) subject to
subordination provisions for the benefit of Agent and Lenders, pay any
Indebtedness owed to any Borrower or any of its Subsidiaries; (3) make loans or
advances to any Borrower or any of its Subsidiaries; or (4) transfer any of its
property or assets to any Borrower or any of its Subsidiaries.

          3.3  INVESTMENTS; JOINT VENTURES.  No Borrower shall, nor shall any
Borrower permit any of its Subsidiaries, directly or indirectly to, make or own
any Investment in any Person except:

          (A)  Borrowers and such Subsidiaries may make and own Investments in
Cash Equivalents; provided that such Cash Equivalents are not subject to setoff
rights;

          (B)  Borrowers and such Subsidiaries may make intercompany loans to
the extent permitted under subsection 3.1 and Borrowers and such Subsidiaries
may make Investments in other Borrowers and their Subsidiaries;

                                                                         Page 29

          (C)  Borrowers and their Subsidiaries may make loans and advances to
employees for moving, entertainment, travel and other similar expenses in the
ordinary course of business not to exceed $500,000 in the aggregate at any time
outstanding; and

          (D)  additional Investments in any Person if all of the following
conditions have been complied with:  (1) no Default of Event of Default shall
have occurred and then be continuing or would be created by the making of such
Investment (determined on a pro forma basis after giving effect to the making of
such Investment); (2) the sum of the following amounts, each amount to be
determined on the date of the making of such additional Investment
(a) Borrowers' cash and Cash Equivalents and (b) the Maximum Revolving Loan
Balance, minus the outstanding principal balance of the Revolving Loans is at
least $3,000,000; (3) the making of such Investment is permitted under the
Senior Notes and the Indenture; and (4) Borrowers satisfy the conditions set
forth in subsection 1.1(A)(2) with respect to such Investment regardless of
whether or not any Revolving Loan will be used to fund such Investment.

          "Investment" means (i) any direct or indirect purchase or other
acquisition by any Borrower or any of its Subsidiaries of any beneficial
interest in, including stock, partnership interest or other equity securities
of, any other Person; and (ii) any direct or indirect loan, advance or capital
contribution by any Borrower or any of its Subsidiaries to any other Person,
including all indebtedness and accounts receivable from that other Person that
are not current assets or did not arise from sales to that other Person in the
ordinary course of business.  The amount of any Investment shall be the original
cost of such Investment plus the cost of all additions thereto, without any
adjustments for increases or decreases in value, or write-ups, write-downs or
write-offs with respect to such Investment.

          "Cash Equivalents" means:  (i) marketable direct obligations issued or
unconditionally guarantied by the United States Government or issued by any
agency thereof and backed by the full faith and credit of the United States, in
each case maturing within one (1) year from the

                                                                         Page 30

date of acquisition thereof; (ii) commercial paper maturing no more than one (1)
year from the date issued and, at the time of acquisition, having a rating of at
least A-1 from Standard & Poor's Corporation or at least P-1 from Moody's
Investors Service, Inc.; (iii) certificates of deposit or bankers' acceptances
maturing within one (1) year from the date of issuance thereof issued by, or
overnight reverse repurchase agreements from, any commercial bank organized
under the laws of the United States of America or any state thereof or the
District of Columbia having combined capital and surplus of not less than
$500,000,000; (iv) time deposits maturing no more than thirty (30) days from the
date of creation thereof with commercial banks having membership in the Federal
Deposit Insurance Corporation in amounts not exceeding the lesser of $100,000 or
the maximum amount of insurance applicable to the aggregate amount of any
Borrower's deposits at such institution; and (v) deposits or investments in
mutual or similar funds offered or sponsored by brokerage or other companies
having membership in the Securities Investor Protection Corporation in amounts
not exceeding the lesser of $100,000 or the maximum amount of insurance
applicable to the aggregate amount of such Borrower's deposits at such
institution.

          3.4  CONTINGENT OBLIGATIONS.  No Borrower shall, nor shall any
Borrower permit any of its Subsidiaries directly or indirectly to, create or
become or be liable with respect to any Contingent Obligation except those:

          (A)  resulting from endorsement of negotiable instruments for
     collection in the ordinary course of business;

          (B)  existing on the Closing Date and described in Schedule 3.4
     annexed hereto;

          (C)  arising with respect to customary indemnification obligations
     reasonably acceptable to Agent and incurred in connection with Asset
     Dispositions;

          (D)  incurred in the ordinary course of business with respect to
     surety and appeal bonds, performance and return-of-money bonds and other
     similar

                                                                         Page 31

     obligations not exceeding at any time outstanding $500,000 in aggregate
     liability;

          (E)  incurred with respect to Indebtedness permitted by subsection
     3.1;

          (F)  incurred with respect to the Loan Documents;

          (G)  existing under the Senior Notes Guarantees; and

          (H)  not permitted by clauses (A) through (G) above, so long as any
     such Contingent Obligations, in the aggregate at any time outstanding, do
     not exceed $1,000,000.

          "Contingent Obligation", as applied to any Person, means any direct or
indirect liability of that Person:  (i) with respect to any indebtedness, lease,
dividend or other obligation of another Person if the primary purpose or intent
of the Person incurring such liability, or the primary effect thereof, is to
provide assurance to the obligee of such liability that such liability will be
paid or discharged, or that any agreements relating thereto will be complied
with, or that the holders of such liability will be protected (in whole or in
part) against loss with respect thereto; (ii) with respect to any letter of
credit issued for the account of that Person or as to which that Person is
otherwise liable for reimbursement of drawings; or (iii) under any foreign
exchange contract, currency swap agreement, interest rate swap agreement or
other similar agreement or arrangement designed to alter the risks of that
Person arising from fluctuations in currency values or interest rates.
Contingent Obligations shall also include (a) the direct or indirect guaranty,
endorsement (other than for collection or deposit in the ordinary course of
business), co-making, discounting with recourse or sale with recourse by such
Person of the obligation of another, (b) the obligation to make take-or-pay or
similar payments if required regardless of nonperformance by any other party or
parties to an agreement, and (c) any liability of such Person for the
obligations of another through any agreement to purchase, repurchase or
otherwise acquire such obligation or any property constituting security
therefor, to provide funds

                                                                         Page 32

for the payment or discharge of such obligation or to maintain the solvency,
financial condition or any balance sheet item or level of income of another.
The amount of any Contingent Obligation shall be equal to the amount of the
obligation so guaranteed or otherwise supported or, if not a fixed and
determined amount, the maximum amount so guaranteed.

          3.5  RESTRICTED JUNIOR PAYMENTS.  No Borrower shall, nor shall any
Borrower permit any of its Subsidiaries directly or indirectly to, declare,
order, pay, make or set apart any sum for any Restricted Junior Payment, except
that:

          (A)  wholly-owned Subsidiaries of any Borrower may make Restricted
     Junior Payments to such Borrowers;

          (B)  NFC may make payments to DEC in an amount not in excess of the
     federal, state and local income tax liability that NFC and its Subsidiaries
     would have been liable for if NFC, together with its Subsidiaries, had
     filed its consolidated tax return on a stand-alone basis provided that such
     payments shall be made by NFC no earlier than five (5) days prior to the
     date on which DEC is required to make its payments to the Internal Revenue
     Service or state or local taxing authorities, as the case may be;

          (C)  NFC may make payments to DEC to pay operating expenses, not to
     exceed $500,000 in any fiscal year;

          (D)  NFC may make payments to DEC to purchase capital stock of DEC
     beneficially owned by directors, officers and employees of NFC or any of
     its Subsidiaries pursuant to the terms of employment contracts or employee
     benefit plans of NFC or any of its Subsidiaries not to exceed $250,000 in
     any fiscal year, provided no Default or Event of Default shall have
     occurred and then be continuing or would be created by the making of such
     payment (determined on a pro forma basis after giving effect to the making
     of such payment);

                                                                         Page 33

          (E)  NFC may make distributions to DEC with respect to the Preferred
     Stock, if no Default or Event of Default shall have occurred and then be
     continuing or would be created by the making of such Restricted Junior
     Payment (determined on a pro forma basis after giving effect to the making
     of such Restricted Junior Payment); and

          (F)  Borrowers may make other Restricted Junior Payments, if all of
     the following conditions have been complied with: (1) no Default or Event
     of Default shall have occurred and then be continuing or would be created
     by the making of such Restricted Junior Payment (determined on a pro forma
     basis after giving effect to the making of such Restricted Junior Payment);
     (2) the sum of the following amounts, each amount to be determined on the
     date of the making of the additional Restricted Junior Payment
     (a) Borrower's cash and Cash Equivalents and (b) the Maximum Revolving Loan
     Balance, minus the outstanding principal balance of the Revolving Loans is
     at least $3,000,000; and (3) the making of such distribution is permitted
     under the Senior Notes and the Indenture.

          "Restricted Junior Payment" means:  (i) any dividend or other
distribution, direct or indirect, on account of any shares of any class of stock
of any Borrower or any of its Subsidiaries now or hereafter outstanding, except
a dividend payable solely in shares of that class of stock to the holders of
that class; (ii) any redemption, conversion, exchange, retirement, sinking fund
or similar payment, purchase or other acquisition for value, direct or indirect,
of any shares of any class of stock of any Borrower or any of its Subsidiaries
now or hereafter outstanding; (iii) any payment or prepayment of interest on,
principal of, premium, if any, redemption, conversion, exchange, purchase,
retirement, defeasance, sinking fund or similar payment with respect to, any
Subordinated Indebtedness; and (iv) any payment made to retire, or to obtain the
surrender of, any outstanding warrants, options or other rights to acquire
shares of any class of stock of any Borrower or any of its Subsidiaries now or
hereafter outstanding.

                                                                         Page 34

          3.6  RESTRICTION ON FUNDAMENTAL CHANGES.  No Borrower shall, nor shall
any Borrower permit any of its Subsidiaries directly or indirectly to:
(a) amend, modify or waive any term or provision of its articles of
incorporation, certificates of designations pertaining to preferred stock or
by-laws in any manner which adversely affects the interests of the Lenders;
(b) enter into any transaction of merger or consolidation with respect to all or
substantially all of its business or assets; or  (c) liquidate, wind-up or
dissolve itself (or suffer any liquidation or dissolution); PROVIDED, HOWEVER,
that Subsidiaries which are not Significant Subsidiaries may enter into the
transactions described in clause (b) or clause (c) above if all of the following
conditions have been met:  (1) in the case of a transaction described in clause
(b) above, the surviving entity shall continue to be a Borrower or a Subsidiary
of a Borrower; and (2) in the case of transactions described in clauses (b) and
(c) above, (A) all of the assets of the entity being merged into or consolidated
with a Borrower or a Subsidiary of a Borrower or being liquidated or dissolved
shall be transferred to one or more Borrowers or their Subsidiaries; (B) no
Default or Event of Default shall have occurred and then be continuing or would
result from such transaction (determined on a pro forma basis after giving
effect to such transaction); and (C) such transaction could not reasonably be
expected to result in a Material Adverse Effect.

          3.7  DISPOSAL OF ASSETS OR SUBSIDIARY STOCK.  No Borrower shall, nor
shall any Borrower permit any of its Subsidiaries directly or indirectly to:
convey, sell, lease, sublease, transfer or otherwise dispose of, or grant any
Person an option to acquire, in one transaction or a series of transactions, any
of its property, business or assets, or the capital stock of or other equity
interests in any of its Subsidiaries, whether now owned or hereafter acquired,
except for (a) bona fide sales of inventory to customers for fair value in the
ordinary course of business and dispositions of obsolete equipment not used or
useful in the business and (b) Asset Dispositions if all of the following
conditions are met:  (i) the market value of assets sold or otherwise disposed
of in any single transaction or series of related transactions does not exceed
$350,000; (ii) the consideration received is

                                                                         Page 35

pursuant to an arm's length transaction with an unaffiliated third party;
(iii) after giving effect to the sale or other disposition of the assets
included within the Asset Disposition, Borrowers are in compliance on a pro
forma basis with the covenants set forth in Section 4 recomputed for the most
recently ended month for which information is available and is in compliance
with all other terms and conditions contained in this Agreement; and (iv) no
Default or Event of Default then exists or shall result from such sale or other
disposition.

          3.8  TRANSACTIONS WITH AFFILIATES.  No Borrower shall, nor shall any
Borrower permit any of its Subsidiaries directly or indirectly to, enter into or
permit to exist any transaction (including the purchase, sale, lease or exchange
of any property or the rendering of any service) with any Affiliate or with any
director, officer or employee of any Loan Party, except (a) as set forth on
Schedule 3.8, or (b) transactions in the ordinary course of and pursuant to the
reasonable requirements of the business of Borrowers or any of their
Subsidiaries and upon terms which are fully disclosed to Agent and are no less
favorable to Borrowers or such Subsidiary than would be obtained in a comparable
arm's length transaction with a Person that is not an Affiliate.

          3.9  MANAGEMENT FEES AND COMPENSATION.  Except as permitted by
subsection 3.8, no Borrower shall, nor shall any Borrower permit any of its
Subsidiaries directly or indirectly to, pay any management, consulting or
similar fees to any Affiliate or to any director, officer or employee of any
Loan Party.

          3.10  CONDUCT OF BUSINESS.  No Borrower shall, nor shall any Borrower
permit any of its Subsidiaries directly or indirectly to, engage in any business
other than businesses of the type described on Schedule 3.10.

          3.11  CHANGES RELATING TO SUBORDINATED INDEBTEDNESS.  No Borrower
shall, nor shall any Borrower permit any of its Subsidiaries directly or
indirectly to, change or amend the terms of any Subordinated Indebtedness if the
effect of such amendment is to:  (a) increase the interest rate on such
Indebtedness; (b) change the dates upon which payments of principal or interest
are due on such Indebted-

                                                                         Page 36

ness; (c) change any event of default or add or change any covenant with respect
to such Indebtedness; (d) change the prepayment provisions of such Indebtedness;
(e) change the subordination provisions thereof (or the subordination terms of
any guaranty thereof); or (f) change or amend any other term if such change or
amendment would materially increase the obligations of the obligor or confer
additional material rights on the holder of such Indebtedness in a manner
adverse to any Borrower, any of its Subsidiaries or Lenders.  In the event that
any Subordinated Indebtedness of any Borrower contains provisions on changes or
amendments that are more restrictive than the foregoing, such provisions shall
supersede this paragraph.

          3.12  FISCAL YEAR.  No Borrower nor any Subsidiary of any Borrower
shall change its fiscal year, except that any Subsidiary may change its fiscal
year to the Fiscal Year.

          3.13  PRESS RELEASE; PUBLIC OFFERING MATERIALS.  Other than as
disclosed in the Offering Memorandum dated June 21, 1996 relating to the Senior
Notes and unless otherwise required by law, rule or regulation, no Borrower
shall, nor shall any Borrower permit any of its Subsidiaries to, disclose the
name of Agent or any Lender in any formal press release or in any prospectus,
proxy statement or other materials filed with any governmental entity relating
to a public offering of the capital stock of any Loan Party.  Nothing contained
herein is intended to limit the ability of McCown De Leeuw & Co. to provide
information concerning this transaction to investors in, and other interested
parties in funds managed by it.

          3.14  SUBSIDIARIES.  No Borrower shall, nor shall any Borrower permit
any of its Subsidiaries directly or indirectly to establish, create or acquire
any new Subsidiary, unless such Subsidiary becomes a Borrower under this
Agreement or guarantees the Obligations as contemplated by subsection 2.5.

          3.15  CHANGES RELATING TO SENIOR NOTES AND INDENTURE.  No Borrower
shall, nor shall any Borrower permit any of its Subsidiaries to prepay the
Senior Notes unless and until the Revolving Loans are paid in full and

                                                                         Page 37

the Revolving Loan Commitment is terminated or, change or amend the terms of the
Senior Notes or the Indenture, if the effect of such amendment is to:
(a) increase the interest rate on such Indebtedness; (b) change the dates upon
which payments of principal or interest are due on such Indebtedness; (c) change
any event or default or add any covenant with respect to such Indebtedness in a
manner adverse to Borrower; (d) change the redemption or prepayment provisions
of such Indebtedness; (e) change or amend any other term if such change or
amendment would materially increase the obligations of the obligor or confer
additional material rights on the holder of such Indebtedness in a manner
adverse to any Borrower; PROVIDED, HOWEVER, that NFC may prepay the Senior Notes
prior to the payment in full of the Revolving Loans and the termination of the
Revolving Loan Commitment, so long as no Default or Event of Default shall have
occurred and then be continuing or would result from the making of such
prepayment, as determined on a projected basis for the next four quarterly
periods.

                                    SECTION 4

                          FINANCIAL COVENANTS/REPORTING

          Each Borrower, jointly and severally, covenants and agrees that so
long as the Revolving Loan Commitment is in effect and until payment in full of
all Obligations and termination of all Lender Letters of Credit and Risk
Participation Agreements, unless Requisite Lenders shall otherwise give their
prior written consent, each Borrower shall perform and comply with, and shall
cause each of the other Loan Parties to perform and comply with, all covenants
in this Section 4 applicable to such Person.

          4.1  FIXED CHARGE COVERAGE.  Borrowers shall not permit Fixed Charge
Coverage (a) for each of the periods from the Closing Date through September 30,
1996, December 31, 1996, March 31, 1997 and June 30, 1997 to be less than 1.1 to
1 and (b) for the twelve (12) month period ending on the last day of any
calendar quarter thereafter to be less than 1.20 to 1.

                                                                Page 38

         "Fixed Charge Coverage" will be calculated as illustrated on Exhibit
4.3(C).

         4.2  TOTAL INDEBTEDNESS TO OPERATING CASH FLOW RATIO.  Borrowers shall
not permit (a) the ratio of Total Indebtedness for the period from the Closing
Date through September 30, 1996 to the sum of (i) annualized Operating Cash Flow
for such period (calculated by multiplying Operating Cash Flow for such period
by a factor of 4) PLUS (ii) the Severance Cost to be greater than 7.25 to 1, (b)
the ratio of Total Indebtedness for the period from the Closing Date through
December 31, 1996 to the sum of (i) annualized Operating Cash Flow for such
period (calculated by multiplying Operating Cash Flow for such period by a
factor of 2) PLUS (ii) the Severance Cost to be greater than 7.25 to 1, (c) the
ratio of Total Indebtedness for the period from the Closing Date through March
31, 1997 to the sum of (i) annualized Operating Cash Flow for such period
(calculated by multiplying Operating Cash Flow for such period by a factor of
4/3) PLUS (ii) the Severance Cost to be greater than 7.0 to 1, (d) the ratio of
Total Indebtedness from the Closing Date through June 30, 1997 to the sum of (i)
Operating Cash Flow for such period PLUS (ii) the Severance Cost to be greater
than 7.0 to 1, and (e) the ratio of Total Indebtedness from September 30, 1996
through September 30, 1997 to Operating Cash Flow for such period to be greater
than 6.75 to 1, (f) the ratio of Total Indebtedness from December 31, 1996
through December 31, 1997 to Operating Cash Flow for such period to be greater
than 6.5 to 1, and (g) thereafter, the ratio of Total Indebtedness calculated as
of the last day of any calendar quarter to Operating Cash Flow for the twelve
(12) month period ending on such day to be greater than 6.0 to 1.

         "Total Indebtedness" and "Operating Cash Flow" will be calculated as
illustrated on Exhibit 4.3(C).

         4.3  FINANCIAL STATEMENTS AND OTHER REPORTS.  Each Borrower will
maintain, and cause each of its Subsidiaries to maintain, a system of accounting
established and administered in accordance with sound business practices to
permit preparation of financial statements in conformity with GAAP (it being
understood that monthly and quarterly financial statements are not required to
have footnote disclosures).  Borrowers will

                                                                Page 39

deliver each of the financial statements and other reports described below to
each Lender.

         (A)  INTERIM FINANCIALS.  As soon as available and in any event within
thirty (30) days after the end of each month (including, without limitation, the
last month of each fiscal year), Borrowers will deliver, or cause Borrowers'
Representative to deliver (1) the consolidated and consolidating (with respect
to Label Art and any other Significant Subsidiaries) balance sheets of Borrowers
and their Subsidiaries, as at the end of such month, and the related
consolidated and consolidating (with respect to Label Art and any other
Significant Subsidiaries) statements of income, stockholders' equity and cash
flow for such month and for the period from the beginning of the then current
fiscal year of Borrower to the end of such month and (2) a schedule of the
outstanding Indebtedness for borrowed money of Borrowers and their Subsidiaries
describing in reasonable detail each such debt issue or loan outstanding and the
principal amount and amount of accrued and unpaid interest with respect to each
such debt issue or loan.

         (B)  YEAR-END FINANCIALS.  As soon as available and in any event
within ninety (90) days after the end of each fiscal year of Borrower, Borrowers
will deliver, or cause Borrowers' Representative to deliver (1) the consolidated
and consolidating (with respect to Label Art and any other Significant
Subsidiaries) balance sheets of Borrowers and their Subsidiaries, as at the end
of such year, and the related consolidated and consolidating (with respect to
Label Art and any other Significant Subsidiaries) statements of income,
stockholders' equity and cash flow for such Fiscal Year, (2) a schedule of the
outstanding Indebtedness for borrowed money of Borrowers and their Subsidiaries
describing in reasonable detail each such debt issue or loan outstanding and the
principal amount and amount of accrued and unpaid interest with respect to each
such debt issue or loan and (3) a report with respect to the financial
statements referred to in clause (1) from a firm or  firms of Certified Public
Accountants selected by Borrowers, and reasonably acceptable to Agent, which
report shall be prepared in accordance with Statement of Auditing Standards No.
58 (the "Statement") entitled "Reports on Audited Financial

                                                                Page 40

Statements" and such report shall be "Unqualified" (as such term is defined in
such Statement).

         (C)  BORROWER COMPLIANCE CERTIFICATE.  Together with each delivery of
financial statements of Borrowers and their Subsidiaries pursuant to subsections
4.3(A) and 4.3(B) above, Borrowers' Representative will deliver a fully and
properly completed Compliance Certificate (in substantially the same form as
Exhibit 4.3(C)) signed by the chief executive officer or chief financial officer
of Borrowers' Representative.

         (D)  ACCOUNTANTS' REPORTS.  Promptly upon receipt thereof, Borrowers
will deliver copies of all significant reports submitted by Borrowers' firm of
certified public accountants in connection with each annual, interim or special
audit or review of any type of the financial statements or related internal
control systems of Borrowers made by such accountants, including any comment
letter submitted by such accountants to management in connection with their
services.

         (E)  BORROWING BASE CERTIFICATE AND AGINGS; SCHEDULE OF INVENTORY.
Within fifteen (15) days after the end of each fiscal month, and from time to
time upon the request of Agent, Borrowers will deliver to, or cause Borrowers'
Representative to deliver:  (1) a Borrowing Base Certificate as at the last day
of such period; (2) a summary aging of all then existing Accounts and a summary
aging of all then existing accounts payable; and (3) a detailed schedule of all
Inventory, each such report in form and substance satisfactory to Agent.

         (F)  MANAGEMENT REPORT.  Together with each delivery of financial
statements of Borrowers and their Subsidiaries pursuant to subsections 4.3(A)
and 4.3(B), Borrowers will deliver, or cause Borrowers' Representative to
deliver, a management report (1) describing the operations and financial
condition of Borrowers and their Subsidiaries for the month then ended and the
portion of the current Fiscal Year then elapsed (or for the Fiscal Year then
ended in the case of year-end financials), (2) setting forth in comparative form
the corresponding figures for the corresponding periods of the previous Fiscal
Year and the corresponding figures from the most

                                                                Page 41

recent Projections for the current Fiscal Year delivered pursuant to subsection
4.3(I) and (3) discussing the reasons for any significant variations.  The
information above shall be presented in reasonable detail and shall be certified
by the chief financial officer of Borrowers' Representative to the effect that
such information fairly presents the results of operations and financial
condition of Borrowers and their Subsidiaries as at the dates and for the
periods indicated.

         (G)  COLLATERAL VALUE REPORT.  At the expense of Borrowers and not
more than once each year prior to an Event of Default and at any time upon
Agent's reasonable request while and so long as an Event of Default shall have
occurred and be continuing, Borrowers will obtain and deliver to Agent a report
of an independent collateral auditor satisfactory to Agent (which may be, or be
affiliated with, a Lender) with respect to the Accounts and Inventory components
included in the Borrowing Base, which report shall indicate whether or not the
information set forth in the Borrowing Base Certificate most recently delivered
is accurate and complete in all material respects based upon a review by such
auditors of the Accounts (including verification with respect to the amount,
aging, identity and credit of the respective account debtors and the billing
practices of each Borrower) and Inventory (including verification as to the
value, location and respective types).

         (H)  APPRAISALS.  From time to time after the occurrence and during
the continuance of a Default or Event of Default, Agent may require Borrower to
obtain and deliver to Agent appraisal reports in form and substance and from
appraisers satisfactory to Agent stating the then current market values of all
or any portion of the Collateral owned by Borrowers or any of their
Subsidiaries.

         (I)  PROJECTIONS.  As soon as available and in any event no later than
the last day of each of Borrowers' Fiscal Years, Borrowers will deliver, or
cause Borrowers' Representative to deliver, Projections of Borrowers and their
Subsidiaries for the forthcoming three Fiscal Years, year by year, and for the
forthcoming fiscal year, month by month.

                                                                Page 42

         (J)  SEC FILINGS AND PRESS RELEASES.  Promptly upon their becoming
available, Borrowers will deliver, or cause Borrowers' Representative to
deliver, copies of (1) all financial statements, reports, notices and proxy
statements sent or made available by Borrowers or any of their respective
Subsidiaries to their security holders, (2) all regular and periodic reports and
all registration statements and prospectuses, if any, filed by Borrowers or any
of their respective Subsidiaries with any securities exchange or with the
Securities and Exchange Commission or any governmental or private regulatory
authority, and (3) all press releases and other statements made available by
Borrowers or any of their respective Subsidiaries to the public concerning
developments in the business of any such Person.

         (K)  EVENTS OF DEFAULT, ETC.  Promptly upon any officer of any
Borrowers obtaining knowledge of any of the following events or conditions,
Borrowers shall deliver, or cause Borrowers' Representative to deliver, copies
of all notices given or received by Borrowers with respect to any such event or
condition and a certificate of Borrowers' Representative chief executive officer
or chief financial officer specifying the nature and period of existence of such
event or condition and what action Borrowers have taken, is taking and proposes
to take with respect thereto:  (1) any condition or event that constitutes an
Event of Default or Default; (2) any notice that any Person has given to
Borrowers or any of their Subsidiaries or any other action taken with respect to
a claimed default or event or condition of the type referred to in subsection
6.1(B); or (3) any event or condition that could reasonably be expected to
result in any Material Adverse Effect.

         (L)  OTHER NOTICES.  Each Borrower (1) shall promptly deliver, or
cause Borrowers' Representative to deliver, copies of all notices given or
received by such Borrower with respect to the Preferred Stock or noncompliance
with any term or condition related to the Preferred Stock or the indebtedness
evidenced by the Senior Notes or any Subordinated Indebtedness, and (2) shall
notify Agent within three (3) Business Days of any potential or actual event of
default with respect to the Preferred Stock or the indebtedness evidenced by the
Senior Notes or any Subordinated Indebtedness.

                                                                Page 43

         (M)  LITIGATION.  Promptly upon any officer of any Borrower obtaining
knowledge of (1) the institution of any action, suit, proceeding, governmental
investigation or arbitration against or affecting any Loan Party or any property
of any Loan Party not previously disclosed by Borrowers to Agent or (2) any
material development in any action, suit, proceeding, governmental investigation
or arbitration at any time pending against or affecting any Loan Party or any
property of any Loan Party which, in each case, could reasonably be expected to
have a Material Adverse Effect, Borrowers will promptly give notice, or cause
Borrowers' Representative to promptly give notice, thereof to Agent and provide
such other information as may be reasonably available to them to enable Agent
and their counsel to evaluate such matter.

         (N)  SUPPLEMENTED SCHEDULES; NOTICE OF CORPORATE CHANGES.  Annually,
concurrently with Borrowers' delivery of the Projections required by subsection
4.3(I), Borrowers shall supplement in writing and deliver revisions of the
Schedules annexed to this Agreement to the extent necessary to disclose new or
changed facts or circumstances after the Closing Date; provided that subsequent
disclosures shall not constitute a cure or waiver of any Default or Event of
Default resulting from the matters disclosed.  Borrowers shall provide prompt
written notice, or cause Borrowers' Representative to provide prompt written
notice, of (1) all jurisdictions in which a Loan Party becomes qualified after
the Closing Date to transact business, (2) any material change after the Closing
Date in the authorized and issued capital stock or other equity interests of any
Loan Party or any of their respective Subsidiaries or any other material
amendment to their charter, by-laws or other organization documents and (3) any
Subsidiary created or acquired by any Loan Party after the Closing Date, such
notice, in each case, to identify the applicable jurisdictions, capital
structures or Subsidiaries, as applicable.

         (O)  OTHER INFORMATION.  With reasonable promptness, Borrowers will
deliver, or cause Borrowers' Representative to deliver, such other information
and data with respect to any Loan Party or any Subsidiary of any Loan Party as
from time to time may be reasonably requested by Agent.

                                                                Page 44

         4.4  ACCOUNTING TERMS; UTILIZATION OF GAAP FOR PURPOSES OF
CALCULATIONS UNDER AGREEMENT.  For purposes of this Agreement, all accounting
terms not otherwise defined herein shall have the meanings assigned to such
terms in conformity with GAAP.  Financial statements and other information
furnished to Agent or any Lender pursuant to subsection 4.3 shall be prepared in
accordance with GAAP as in effect at the time of such preparation.  No
"Accounting Changes" (as defined below) shall affect financial covenants,
standards or terms in this Agreement; provided that Borrowers shall prepare
footnotes to each Compliance Certificate and the financial statements required
to be delivered hereunder that show the differences between the financial
statements delivered (which reflect such Accounting Changes) and the basis for
calculating financial covenant compliance (without reflecting such Accounting
Changes).  "Accounting Changes" means:  (a) changes in accounting principles
required by GAAP and implemented by Borrowers; (b) changes in accounting
principles recommended by Borrowers' certified public accountants and
implemented by Borrowers; and (c) changes in carrying value of Borrowers' or any
of their Subsidiaries' assets, liabilities or equity accounts resulting from (i)
the application of purchase accounting principles (A.P.B. 16 and/or 17 and EITF
88-16 and FASB 109) to the Related Transactions or (ii) as the result of any
other adjustments that, in each case, were applicable to, but not included in,
the Pro Forma.  All such adjustments resulting from expenditures made subsequent
to the Closing Date (including, but not limited to, capitalization of costs and
expenses or payment of pre-Closing Date liabilities) shall be treated as
expenses in the period the expenditures are made; PROVIDED, HOWEVER, that such
expenses shall exceed $250,000 in the aggregate before any such adjustments
shall be recorded as expenses in the period the expenditures are made.

                                      SECTION 5

                            REPRESENTATIONS AND WARRANTIES

         In order to induce Agent and Lenders to enter into this Agreement, to
make Revolving Loans and to issue Lender Letters of Credit and Risk
Participation Agreements, Borrowers, jointly and severally, represent and
warrant to

                                                                Page 45

Agent and each Lender that the following statements are and, after giving effect
to the Related Transactions, will be true, correct and complete:

         5.1  DISCLOSURE.  No representation or warranty of any Company or any
Loan Party contained in this Agreement, the financial statements referred to in
subsection 5.5, the Offering Memorandum used in connection with the offering of
the Senior Notes, the other Related Transactions Documents or any other
document, certificate or written statement furnished to Agent or any Lender by
or on behalf of any such Person for use in connection with the Loan Documents or
the Related Transactions Documents when taken as a whole contains any untrue
statement of a material fact or omitted, omits or will omit to state a material
fact necessary in order to make the statements contained herein or therein not
misleading in light of the circumstances in which the same were made (whether
with respect to periods of time before, during or after the consummation of the
Related Transactions).

         5.2  NO MATERIAL ADVERSE EFFECT.  Since December 31, 1995 there have
been no events or changes in facts or circumstances affecting the Companies or
any Loan Party which individually or in the aggregate have had or could
reasonably be expected to have a Material Adverse Effect and that have not been
disclosed herein or in the attached Schedules.

         5.3  NO DEFAULT.  The consummation of the Related Transactions does
not and will not violate, conflict with, result in a breach of, or constitute a
default (with due notice or lapse of time or both) under any contract of any
Company or any Loan Party except if such violations, conflicts, breaches or
defaults have either been waived on or before the Closing Date and are disclosed
on Schedule 5.3 or could not reasonably be expected to have, either individually
or in the aggregate, a Material Adverse Effect.

         5.4  ORGANIZATION, POWERS, CAPITALIZATION AND GOOD STANDING.

         (A)  ORGANIZATION AND POWERS.  Each of the Loan Parties is and,
immediately prior to the consummation of

                                                                Page 46

the Related Transactions, each Company was, a corporation duly organized,
validly existing and in good standing under the laws of its jurisdiction of
incorporation (which jurisdiction is set forth on Schedule 5.4(A)).  Each of the
Loan Parties has and, immediately prior to the consummation of the Related
Transactions, each Company had, all requisite corporate power and authority to
own and operate its properties, to carry on its business as now conducted and
proposed to be conducted, to enter into each Related Transactions Document to
which it is a party and to carry out the Related Transactions.

         (B)  CAPITALIZATION.  The authorized capital stock of each of the Loan
Parties is as set forth on Schedule 5.4(B).  All issued and outstanding shares
of capital stock of each of the Loan Parties are duly authorized and validly
issued, fully paid, nonassessable, free and clear of all Liens other than Liens
on the capital stock of Borrowers' Subsidiaries in favor of the Wilmington Trust
Company, as Trustee under the Indenture, for the benefit of the holders of the
Senior Notes, and such shares were issued in compliance with all applicable
state and federal laws concerning the issuance of securities.  The capital stock
of each of the Loan Parties is owned by the stockholders and in the amounts set
forth on Schedule 5.4(B).  No shares of the capital stock of any Loan Party,
other than those described above, are issued and outstanding.  There are no
preemptive or other outstanding rights, options, warrants, conversion rights or
similar agreements or understandings for the purchase or acquisition from any
Loan Party (other than DEC) of any shares of capital stock or other securities
of any such entity.  As of the Closing Date with respect to DEC, except as set
forth on Schedule 5.4(B), there are no preemptive or other outstanding rights,
options, warrants, conversion rights or similar agreements or understandings for
the purchase or acquisition from DEC of any shares of capital stock or other
securities of DEC.

         (C)  BINDING OBLIGATION.  This Agreement is, and the other Related
Transactions Documents when executed and delivered will be, the legally valid
and binding obligations of the applicable Loan Parties party thereto, each
enforceable against each of such parties, as applicable, in accordance with
their respective terms.

                                                                         Page 47

         (D)  QUALIFICATION.  Each of the Loan Parties is and, immediately
prior to the consummation of the Related Transactions, each Company was, duly
qualified and in good standing wherever necessary to carry on its business and
operations, except in jurisdictions in which the failure to be qualified and in
good standing could not reasonably be expected to have a Material Adverse
Effect.  All jurisdictions in which each Loan Party is qualified to do business
are set forth on Schedule 5.4(D).

         5.5  FINANCIAL STATEMENTS.  Other than as set forth in Schedule 5.5
hereto, all financial statements concerning each Company, Borrowers and their
Subsidiaries which have been or will hereafter be furnished to Agent and the
Lenders pursuant to this Agreement, including those listed below, have been or
will be prepared in accordance with GAAP consistently applied (except as
disclosed therein) and do or will present fairly the financial condition, in all
material respects, of the corporations covered thereby as at the dates thereof
and the results of their operations for the periods then ended.

         (A)  For NFC:

         (1)  audited balance sheet as at December 31, 1995 and the related
    statements of income, stockholder's equity and cash flow for the year then
    ended, certified by Arthur Andersen LLP.

         (2)  unaudited balance sheet as at March 31, 1996 and the related
    statements of income, stockholder's equity and cash flow for the three-
month period then ended.

         (B)  For the Companies:

         (1)  audited balance sheet as at December 31, 1995 and the related
    statements of income, stockholders' equity and cash flow for the year then
    ended, certified by KPMG Peat Marwick LLP.

         (2)  unaudited balance sheet as at March 31, 1996 and the related
    statements of income, stockholders' equity and cash flow for the three-
    month period then ended.

                                                                         Page 48

         5.6  INTELLECTUAL PROPERTY.  Each Borrower and each of its
Subsidiaries owns, is licensed to use or otherwise has the right to use, and
immediately prior to the consummation of the Related Transactions, each of the
Companies owned, was licensed to use or otherwise had the right to use, all
patents, trademarks, trade names, copyrights, technology, know-how and processes
used in or necessary for the conduct of its business as currently conducted that
are material to the condition (financial or other), business or operations of
such Borrower or its Subsidiaries (collectively called "Intellectual Property")
and all such Intellectual Property is fully protected and/or duly and properly
registered, filed or issued in the appropriate office and jurisdictions for such
registrations, filings or issuances.  Except as disclosed in Schedule 5.6, the
use of such Intellectual Property by each Borrower and its Subsidiaries and,
immediately prior to the consummation of the Related Transactions, each Company,
did not, does not and has not been alleged by any Person to infringe on the
rights of any Person.

         5.7  INVESTIGATIONS, AUDITS, ETC.  Except as set forth on Schedule
5.7, none of Borrowers or any of their respective Subsidiaries, is, and
immediately prior to the consummation of the Related Transactions, none of the
Companies was, the subject of any review or audit by the Internal Revenue
Service or any governmental investigation concerning the violation or possible
violation of any law.

         5.8  EMPLOYEE MATTERS.  Except as set forth on Schedule 5.8, (a) no
Loan Party nor any of their respective employees is subject to any collective
bargaining agreement, (b) no petition for certification or union election is
pending with respect to the employees of any Loan Party and no union or
collective bargaining unit has sought such certification or recognition with
respect to the employees of any Loan Party and (c) there are no strikes,
slowdowns, work stoppages or controversies pending or, to the best knowledge of
Borrowers after due inquiry, threatened between any Loan Party and its
respective employees, other than employee grievances arising in the ordinary
course of business which could not reasonably be expected to have, either
individually or in the aggregate, a Material Adverse Effect.  Except as set
forth on Schedule 5.8, none of

                                                                         Page 49

Borrowers or any of their respective Subsidiaries is party to an employment
contract.

         5.9  SOLVENCY.  Each Borrower:  (a) owns and will own assets the fair
saleable value of which are (i) greater than the total amount of liabilities
(including contingent liabilities) of such Borrower and (ii) greater than the
amount that will be required to pay the probable liabilities of such Borrower's
then existing debts as they become absolute and matured considering all
financing alternatives and potential asset sales reasonably available to such
Borrowers; (b) has capital that is not unreasonably small in relation to its
business as presently conducted or after giving effect to any contemplated
transaction; and (c) does not intend to incur and does not believe that it will
incur debts beyond its ability to pay such debts as they become due.

         5.10  ERISA.  Except as disclosed in Schedule 5.10, as of the Closing
Date, none of Borrowers or any of their respective ERISA Affiliates has any
obligation to contribute to any employee benefit plan which is a pension plan
subject to the provisions of Title IV of ERISA or Section 412 of the IRC.  For
purposes of this representation, "ERISA Affiliate" is defined as any person who,
together with any Borrower, is under common control within the meaning of
Section 414(b), (c), (m) or (o) of the IRC.

                                      SECTION 6

                             DEFAULT, RIGHTS AND REMEDIES

         6.1  EVENT OF DEFAULT.  "Event of Default" shall mean the occurrence
or existence of any one or more of the following:

         (A)  PAYMENT.  Failure to pay any Revolving Loan when due, or to repay
    Revolving Loans to reduce their balance to the Maximum Revolving Loan
    Balance or to reimburse Agent for any payment made by Agent under or in
    respect of any Lender Letters of Credit or Risk Participation Agreements
    when due or failure to pay, within five (5) days after the due date, any
    interest

                                                                         Page 50

    on any Revolving Loan or any other amount due under this Agreement or any
    of the other Loan Documents; or

         (B)  DEFAULT IN OTHER AGREEMENTS.  (1) Failure of any Borrower or any
    of its Subsidiaries to pay when due or within any applicable grace period
    any principal or interest on Indebtedness (other than the Revolving Loans)
    or any Contingent Obligations having an individual principal amount in
    excess of $3,000,000 or having an aggregate principal amount in excess of
    $5,000,000 or (2) breach or default of any Borrower or any of its
    Subsidiaries with respect to any Indebtedness (other than the Revolving
    Loans) or any Contingent Obligations, if the effect of such breach or
    default is to cause or to permit the holder or holders then to cause,
    Indebtedness and/or Contingent Obligations having an individual principal
    amount in excess of $3,000,000 or having an aggregate principal amount in
    excess of $5,000,000 to become or be declared due prior to their stated
    maturity; or

         (C)  BREACH OF CERTAIN PROVISIONS.  Failure of any Borrower to perform
    or comply with any term or condition contained in that portion of
    subsection 2.2 relating to any Borrower's obligation to maintain insurance,
    subsection 2.3, Section 3 (other than subsection 3.13), subsection 4.1 or
    subsection 4.2; or

         (D)  BREACH OF WARRANTY.  Any representation, warranty, certification
    or other statement made by any Loan Party in any Loan Document or in any
    statement or certificate at any time given by such Person in writing
    pursuant or in connection with any Loan Document is false in any material
    respect on the date made; or

         (E)  OTHER DEFAULTS UNDER LOAN DOCUMENTS.  Any Borrower or any other
    Loan Party defaults in the performance of or compliance with any term
    contained in this Agreement or the other Loan Documents and such default is
    not remedied or waived within fifteen (15) days (five (5) days in the case
    of a failure to perform or comply with the terms of subsections 4.3(A),
    (B), (C), (E), (I) or (K)) after receipt by such Borrower of notice from
    Agent or Requisite Lenders of such default (other than occurrences
    described in

                                                                         Page 51

    other provisions of this subsection 6.1 for which a different grace or cure
    period is specified or which constitute immediate Events of Default); or

         (F)  INVOLUNTARY BANKRUPTCY; APPOINTMENT OF RECEIVER, ETC.  (1) A
    court enters a decree or order for relief with respect to any Borrower or
    any of its Subsidiaries in an involuntary case under the Bankruptcy Code,
    which decree or order is not stayed or other similar relief is not granted
    under any applicable federal or state law; or (2) the continuance of any of
    the following events for forty-five (45) days unless dismissed, bonded or
    discharged:  (a) an involuntary case is commenced against any Borrower or
    any of its Subsidiaries, under any applicable bankruptcy, insolvency or
    other similar law now or hereafter in effect; or (b) a decree or order of a
    court for the appointment of a receiver, liquidator, sequestrator, trustee,
    custodian or other officer having similar powers over any Borrower or any
    of its Subsidiaries, or over all or a substantial part of its property, is
    entered; or (c) an interim receiver, trustee or other custodian is
    appointed without the consent of any Borrower or any of its Subsidiaries,
    for all or a substantial part of the property of Holdings, Borrower or any
    such Subsidiary; PROVIDED, HOWEVER, that the occurrence of any of the
    events described in this subsection 6.1(F) with respect to any Subsidiaries
    which are not Significant Subsidiaries shall not constitute an Event of
    Default if the occurrence of such event could not reasonably be expected to
    have a Material Adverse Effect; or

         (G)  VOLUNTARY BANKRUPTCY; APPOINTMENT OF RECEIVER, ETC.  (1) An order
    for relief is entered with respect to any Borrower or any of its
    Subsidiaries or any Borrower or any of its Subsidiaries commences a
    voluntary case under the Bankruptcy Code, or consents to the entry of an
    order for relief in an involuntary case or to the conversion of an
    involuntary case to a voluntary case under any such law or consents to the
    appointment of or taking possession by a receiver, trustee or other
    custodian for all or a substantial part of its property; or (2) any
    Borrower or any of its Subsidiaries makes any assignment for

                                                                         Page 52

    the benefit of creditors; or (3) the Board of Directors of any Borrower or
    any of its Subsidiaries adopts any resolution or otherwise authorizes
    action to approve any of the actions referred to in this subsection 6.1(G);
    PROVIDED, HOWEVER, that the occurrence of any of the events described in
    this subsection 6.1(G) with respect to any Subsidiaries which are not
    Significant Subsidiaries shall not constitute an Event of Default if the
    occurrence of such event could not reasonably be expected to have a
    Material Adverse Effect; or

         (H)  GOVERNMENTAL LIENS.  Any lien, levy or assessment is filed or
    recorded with respect to or otherwise imposed upon all or any part of the
    Collateral or the assets (with an aggregate fair market value in excess of
    $250,000) of any Borrower or any of its Subsidiaries by the United States
    or any department or instrumentality thereof or by any state, county,
    municipality or other governmental agency (other than Permitted
    Encumbrances); or

         (I)  JUDGMENT AND ATTACHMENTS.  Any money judgment, writ or warrant of
    attachment, or similar process (other than those described in subsection
    6.1(H)) involving (1) an amount in any individual case in excess of
    $500,000 or (2) an amount in the aggregate at any time in excess of
    $1,000,000 (in either case not adequately covered by insurance as to which
    the insurance company has acknowledged coverage) is entered or filed
    against any Borrower or any of its Subsidiaries or any of their respective
    assets and remains undischarged, unvacated, unbonded or unstayed for a
    period of thirty (30) days or in any event later than five (5) Business
    Days prior to the date of any proposed sale thereunder; or

         (J)  DISSOLUTION.  Except to the extent permitted under subsection
    3.6, any order, judgment or decree is entered against any Borrower or any
    of its Subsidiaries decreeing the dissolution or split up of that Borrower
    or that Subsidiary and such order remains undischarged or unstayed for a
    period in excess of fifteen (15) days; or

                                                                         Page 53

         (K)  SOLVENCY.  Except to the extent permitted under subsection 3.6,
    any Borrower ceases to be solvent (as represented by such Borrower in
    subsection 5.9) or admits in writing its present or prospective inability
    to pay its debts as they become due; or

         (L)  INJUNCTION.  Any Borrower or any of its Subsidiaries is enjoined,
    restrained or in any way prevented by the order of any court or any
    administrative or regulatory agency from conducting all or any material
    part of its business and such order continues for more than fifteen (15)
    days; or

         (M)  ERISA; PENSION PLANS.  (1)  Any Borrower or any of its ERISA
Affiliates fails to make full payment when due of all amounts which, under the
provisions of any employee benefit plans or any applicable provisions of the
IRC, any such Person is required to pay as contributions thereto and such
failure could reasonably be expected to have a Material Adverse Effect; or (2)
an accumulated funding deficiency as defined in IRC Section 412(a) occurs or
exists for more than thirty (30) days after any Borrower has knowledge thereof,
whether or not waived, with respect to any such employee benefit plans; or (3)
any employee benefit plan loses its status as a qualified plan under the IRC and
such loss could reasonably be expected to have a Material Adverse Effect; or (4)
any liability arises in connection with any employee benefit plan which could
reasonably be expected to have a Material Adverse Effect, or (5) any contingent
liability arises in connection with any employee benefit plan which if
triggered, could reasonably be expected to have a Material Adverse Effect; or

         (N)  ENVIRONMENTAL MATTERS.  Any Borrower or any of its Subsidiaries
fails to:  obtain or maintain any operating licenses or permits required by
environmental authorities; begin, continue or complete any remediation
activities as required by any environmental authorities; store or dispose of any
hazardous materials in accordance with applicable environmental laws and
regulations; or comply with any other environmental laws; if such failure could
reasonably be expected to have a Material Adverse Effect; or

                                                                         Page 54

         (O)  INVALIDITY OF LOAN DOCUMENTS.  Any of the Loan Documents for any
reason, other than a partial or full release in accordance with the terms
thereof, ceases to be in full force and effect or is declared to be null and
void, or any Loan Party denies that it has any further liability under any Loan
Documents to which it is party, or gives notice to such effect; or

         (P)  DAMAGE; STRIKE; CASUALTY.  Any material damage to, or loss, theft
or destruction of, any Collateral, whether or not insured, or any strike,
lockout, labor dispute, embargo, condemnation, act of God or public enemy, or
other casualty which causes, for more than fifteen (15) consecutive days, the
cessation or substantial curtailment of revenue producing activities at any
facility of any Borrower or any of its Subsidiaries if any such event or
circumstance could reasonably be expected to have a Material Adverse Effect; or

         (Q)  LICENSES AND PERMITS.  The loss, suspension or revocation of, or
failure to renew, any license or permit now held or hereafter acquired by any
Borrower or any of its Subsidiaries, if such loss, suspension, revocation or
failure to renew could reasonably be expected to have a Material Adverse Effect;
or

         (R)  FAILURE OF SECURITY.  Agent, for the benefit of Agent and
Lenders, does not have or ceases to have a valid and perfected first priority
security interest in the Collateral (subject to Permitted Encumbrances) or any
substantial portion thereof, in each case, for any reason other than the failure
of Agent to take any action within its control; or

         (S)  CHANGE IN CONTROL.  Either (1) prior to a DEC IPO, McCown De
Leeuw & Co. II, L.P., McCown De Leeuw Associates, L.P. and MDC/JAFCO Ventures,
L.P. (collectively, the "MDC Funds") cease to own (or have the exclusive power
to vote with respect to), directly or indirectly, Voting Securities representing
a majority (more than 50%) of the aggregate Voting Power of the outstanding
Voting Securities of DEC, (2) prior to a DEC IPO, the MDC Funds cease to own
Equity Interests of DEC representing at least 40% of the aggregate economic
interest of all outstanding Equity Interests of DEC, (3) after a DEC IPO, the

                                                                         Page 55

 MDC Funds cease to own (or have the exclusive power to vote with respect to),
directly or indirectly, Voting Securities representing at least 30% of the
aggregate Voting Power of the outstanding Voting Securities of DEC, (4) after a
DEC IPO, the MDC Funds cease to own Equity Interests of DEC representing at
least 30% of the aggregate economic interest of all outstanding Equity Interests
of DEC, (5) DEC ceases to own (or have the exclusive power to vote with respect
to), directly or indirectly, 100% of the Capital Stock of NFC or (6) the
majority of the board of directors of NFC are not MDC Directors.  For the
purposes of this paragraph (S), the term "MDC Director" shall mean any person
who becomes a member of the board of directors subsequent to the Closing Date
and whose nomination for election or election to the board of directors was
recommended and approved by the MDC Funds.

         6.2  SUSPENSION OF COMMITMENTS.  Upon the occurrence of any Default or
Event of Default, Agent and each Lender without notice or demand, may
immediately cease making additional Loans and issuing Lender Letters of Credit
and Risk Participation Agreements and cause its obligation to lend its Pro Rata
Share of the Revolving Loan Commitment to be suspended; provided that, in the
case of a Default, if the subject condition or event is waived, cured or removed
by Requisite Lenders within any applicable grace or cure period, any suspended
portion of the Revolving Loan Commitment shall be reinstated.  Each Lender may
alternatively suspend only a portion of their obligations to lend its Pro Rata
Share of the Revolving Loan Commitment.

         6.3  ACCELERATION.  Upon the occurrence of any Event of Default
described in the foregoing subsections 6.1(F) or 6.1(G), the unpaid principal
amount of and accrued interest and fees on the Revolving Loans, payments under
the Lender Letters of Credit and Risk Participation Agreements and all other
Obligations shall automatically become immediately due and payable, without
presentment, demand, protest, notice of intent to accelerate, notice of
acceleration or other requirements of any kind, all of which are hereby
expressly waived by each Borrower, and the obligations of Agent and Lenders to
make Revolving Loans and issue Lender Letters of Credit and Risk Participation
Agreements shall thereupon terminate.  Upon the occurrence and during the
continuance of any other Event of Default,

                                                                         Page 56

Agent may, and upon written demand by Requisite Lenders shall, by written notice
to Borrowers' Representative (a) declare all or any portion of the Revolving
Loans and all or some of the other Obligations to be, and the same shall
forthwith become, immediately due and payable together with accrued interest
thereon, and the obligations of Agent and Lenders to make Revolving Loans and
issue Lender Letters of Credit and Risk Participation Agreements shall thereupon
terminate and (b) demand that Borrowers immediately deposit with Agent, an
amount equal to the aggregate outstanding Risk Participation Liability to enable
Agent to make payments under the Lender Letters of Credit and Risk Participation
Agreements when required and such amount shall become immediately due and
payable.

         6.4  PERFORMANCE BY AGENT.  If any Borrower shall fail to perform any
covenant, duty or agreement contained in any of the Loan Documents, Agent may
perform or attempt to perform such covenant, duty or agreement on behalf of such
Borrower after the expiration of any cure or grace periods set forth herein.  In
such event, such Borrower shall, at the request of Agent, promptly pay any
amount reasonably expended by Agent in such performance or attempted performance
to Agent, together with interest thereon at the highest rate of interest in
effect upon the occurrence of an Event of Default as specified in subsection
1.2(E) from the date of such expenditure until paid.  Notwithstanding the
foregoing, it is expressly agreed that Agent shall not have any liability or
responsibility for the performance of any obligation of any Borrower under this
Agreement or any other Loan Document.

                                      SECTION 7

                            CONDITIONS TO REVOLVING LOANS

         The obligations of Lenders to make Revolving Loans and of Agent to
issue Lender Letters of Credit and Risk Participation Agreements are subject to
satisfaction of all of the applicable conditions set forth below.

         7.1  CONDITIONS TO INITIAL REVOLVING LOANS.  The obligations of
Lenders to make the initial Loans and of Agent to issue any Lender Letters of
Credit and Risk

                                                                         Page 57

Participation Agreements on the Closing Date are, in addition to the conditions
precedent specified in subsection 7.2, subject to the delivery of all documents
listed on Schedule 7.1, all in form and substance reasonably satisfactory to
Agent.

         7.2  CONDITIONS TO ALL REVOLVING LOANS.  The obligations of Lenders to
make Revolving Loans and of Agent to issue Lender Letters of Credit and Risk
Participation Agreements on any date ("Funding Date") are subject to the further
conditions precedent set forth below.

         (A)  Agent, shall have received, in accordance with the provisions of
subsection 1.1, a notice requesting an advance of a Revolving Loan or the
issuance of a Lender Letter of Credit or Risk Participation Agreement.

         (B)  The representations and warranties contained in Section 5 of this
Agreement and elsewhere herein and in the Loan Documents shall be (and each
request by any Borrower for a Revolving Loan or a Lender Letter of Credit or
Risk Participation Agreement shall constitute a representation and warranty by
such Borrower that such representations and warranties are) true, correct and
complete in all material respects on and as of that Funding Date to the same
extent as though made on and as of that date, except for any representation or
warranty limited by its terms to a specific date and taking into account any
amendments to the Schedules or Exhibits as a result of any disclosures made in
writing by any Borrower to Agent after the Closing Date and approved by Agent in
writing.

         (C)  No event shall have occurred and be continuing or would result
from the consummation of the borrowing contemplated (or notice requesting
issuance of a Lender Letter of Credit or Risk Participation Agreement) that
would constitute an Event of Default or a Default.

         (D)  No order, judgment or decree of any court, arbitrator or
governmental authority shall enjoin or restrain any Lender from making any
Revolving Loan or Agent from issuing any Lender Letter of Credit or Risk
Participation Agreement.

                                                                Page 58

                                      SECTION 8

                             ASSIGNMENT AND PARTICIPATION

         8.1  ASSIGNMENTS AND PARTICIPATIONS IN REVOLVING LOANS AND REVOLVING
NOTES.  Each Lender (including Heller) may assign, subject to the terms of a
Lender Addition Agreement, its rights and delegate its obligations under this
Agreement to another Person, provided that (a) such Lender (excluding Heller)
shall first obtain the written consent of Agent, which consent shall not be
unreasonably withheld; (b) if to an entity that is not a Lender immediately
prior to such transfer, the amount of the Revolving Loan Commitment being
assigned shall in no event be less than the lesser of (i) $3,000,000 and (ii)
the entire amount of the Revolving Loan Commitment; (c) upon the consummation of
each such assignment the assigning or assignee Lender (excluding Heller) shall
pay Agent an administrative fee of $5,000; and (d) each such Person, and each
subsequent assignee, represents that such assignment will not result in a
non-exempt prohibited transaction under the IRC and/or ERISA.  The
administrative fee referred to in clause (c) of the preceding sentence shall not
apply to an assignment from a Lender to an affiliate of such Lender.  In the
case of an assignment authorized under this subsection 8.1, the assignee shall
have, to the extent of such assignment, the same rights, benefits and
obligations as it would if it were an initial Lender hereunder.  The assigning
Lender shall be relieved of its obligations hereunder with respect to its Pro
Rata Share of the Revolving Loan Commitment or assigned portion thereof.
Borrowers hereby acknowledge and agree that any assignment will give rise to a
direct obligation of Borrowers to the assignee and that the assignee shall be
considered to be a "Lender".

         Each Lender (including Heller) may sell participations in all or any
part of its Pro Rata Share of the Revolving Loan Commitment to another Person,
provided that (a) such Lender (excluding Heller) shall first obtain the prior
written consent of Agent, which consent shall not be unreasonably withheld; and
(b) any such participation shall be in a minimum amount of $3,000,000, and
PROVIDED FURTHER, that all amounts payable by Borrowers hereunder shall be
determined as if that Lender had not sold such participation and the holder of
any such participation shall not be

                                                                Page 59

entitled to require such Lender to take or omit to take any action hereunder
except action directly effecting (i) any reduction in the principal amount,
interest rate or fees payable with respect to any Revolving Loan in which such
holder participates; (ii) any extension of the Expiry Date or any change of any
date fixed for any payment of interest or fees payable with respect to any
Revolving Loan in which such holder participates; (iii) any change of the
aggregate unpaid principal amount of the Revolving Loans; (iv) any change of the
percentage of Lenders which shall be required for Lenders or any of them to take
any action hereunder; (v) any release of Collateral (except if the sale or
disposition of such Collateral is permitted under subsection 8.2 or any other
Loan Document); (vi) any amendment or waiver of this subsection 8.1 or the
definitions of the terms used in this subsection 8.1 insofar as the definitions
affect the substance of this subsection 8.1; (vii) any consent to the
assignment, delegation or other transfer by any Loan Party of any of its rights
and obligations under any Loan Document; (viii) any change in the form in which
interest is required to be paid; and (ix) any change of any advance rate set
forth in the Borrowing Base Certificate.  Borrowers hereby acknowledge and agree
that any participation will give rise to a direct obligation of Borrowers to the
participant, and the participant shall for purposes of subsections 1.7, 1.8, 8.4
and 9.1 be considered to be a "Lender".

         Except as otherwise provided in this subsection 8.1 no Lender shall,
as between Borrowers and that Lender, be relieved of any of its obligations
hereunder as a result of any sale, assignment, transfer or negotiation of, or
granting of a participation in, all or any part of the Revolving Loans, the
Revolving Notes or other Obligations owed to such Lender.  Each Lender may
furnish any information concerning Borrowers and their Subsidiaries in the
possession of that Lender from time to time to assignees and participants
(including prospective assignees and participants), subject to the provisions of
subsection 9.13.

         Each Borrower agrees that it will use its best efforts to assist and
cooperate with Agent and any Lender in any manner reasonably requested by Agent
or such Lender to effect the sale of a participation or an assignment

                                                                Page 60

described above, including without limitation assistance in the preparation of
appropriate disclosure documents or placement memoranda.

         Agent shall provide Borrowers' Representative with written notice of
the name and address of any new Lender after the date hereof.

         Notwithstanding anything contained in this Agreement to the contrary,
so long as the Requisite Lenders shall remain capable of making LIBOR Loans, no
Person shall become a "Lender" hereunder unless such Person shall also be
capable of making LIBOR Loans.

         8.2  AGENT.

         (A)  APPOINTMENT.  Each Lender hereby designates and appoints Heller
as its Agent under this Agreement and the other Loan Documents, and each Lender
hereby irrevocably authorizes Agent to take such action or to refrain from
taking such action on its behalf under the provisions of this Agreement and the
other Loan Documents and to exercise such powers as are set forth herein or
therein, together with such other powers as are reasonably incidental thereto.
Agent is authorized and empowered to amend, modify, or waive any provisions of
this Agreement or the other Loan Documents on behalf of Lenders subject to the
requirement that certain of Lenders' consent be obtained in certain instances as
provided in subsections 8.3 and 9.2.  Agent agrees to act as such on the express
conditions contained in this subsection 8.2.  The provisions of this subsection
8.2 are solely for the benefit of Agent and Lenders and neither any Borrower nor
any Loan Party shall have any rights as a third party beneficiary of any of the
provisions hereof.  In performing its functions and duties under this Agreement,
Agent shall act solely as agent of Lenders and does not assume and shall not be
deemed to have assumed any obligation toward or relationship of agency or trust
with or for any Borrower or any other Loan Party.  Agent may perform any of its
duties hereunder, or under the Loan Documents, by or through its agents or
employees.

         (B)  NATURE OF DUTIES.  The duties of Agent shall be mechanical and
administrative in nature.  Agent shall

                                                                Page 61

not have by reason of this Agreement a fiduciary relationship in respect of any
Lender.   Nothing in this Agreement or any of the Loan Documents, express or
implied, is intended to or shall be construed to impose upon Agent any
obligations in respect of this Agreement or any of the Loan Documents except as
expressly set forth herein or therein.  Each Lender shall make its own
independent investigation of the financial condition and affairs of Borrowers in
connection with the extension of credit hereunder and shall make its own
appraisal of the creditworthiness of Borrowers, and Agent shall have no duty or
responsibility, either initially or on a continuing basis, to provide any Lender
with any credit or other information with respect thereto (other than as
expressly required herein).  If Agent seeks the consent or approval of any
Lenders to the taking or refraining from taking any action hereunder, then Agent
shall send notice thereof to each Lender.  Agent shall promptly notify each
Lender any time that the Requisite Lenders have instructed Agent to act or
refrain from acting pursuant hereto.

         (C)  RIGHTS, EXCULPATION, ETC.  Neither Agent nor any of its officers,
directors, employees or agents shall be liable to any Lender for any action
taken or omitted by them hereunder or under any of the Loan Documents, or in
connection herewith or therewith, except that Agent shall be liable with respect
to its own gross negligence or willful misconduct.  Agent shall not be liable
for any apportionment or distribution of payments made by it in good faith and
if any such apportionment or distribution is subsequently determined to have
been made in error the sole recourse of any Lender to whom payment was due but
not made, shall be to recover from other Lenders any payment in excess of the
amount to which they are determined to be entitled (and such other Lenders
hereby agree to return to such Lender any such erroneous payments received by
them).  In performing its functions and duties hereunder, Agent shall exercise
the same care which it would in dealing with loans for its own account, but
Agent shall not be responsible to any Lender for any recitals, statements,
representations or warranties herein or for the execution, effectiveness,
genuineness, validity, enforceability, collectibility, or sufficiency of this
Agreement or any of the Loan Documents or the transactions contemplated thereby,
or for the financial condition of any Loan Party.

                                                                Page 62

Agent shall not be required to make any inquiry concerning either the
performance or observance of any of the terms, provisions or conditions of this
Agreement or any of the Loan Documents or the financial condition of any Loan
Party, or the existence or possible existence of any Default or Event of
Default.  Agent may at any time request instructions from Lenders with respect
to any actions or approvals which by the terms of this Agreement or of any of
the Loan Documents Agent is permitted or required to take or to grant, and if
such instructions are promptly requested, Agent shall be absolutely entitled to
refrain from taking any action or to withhold any approval and shall not be
under any liability whatsoever to any Person for refraining from any action or
withholding any approval under any of the Loan Documents until it shall have
received such instructions from Requisite Lenders or all of the Lenders, as
applicable.  Without limiting the foregoing, no Lender shall have any right of
action whatsoever against Agent as a result of Agent acting or refraining from
acting under this Agreement, the Revolving Notes, or any of the other Loan
Documents in accordance with the instructions of Requisite Lenders.

         (D)  RELIANCE.  Agent shall be entitled to rely, and shall be fully
protected in relying, upon any written or oral notices, statements,
certificates, orders or other documents or any telephone message or other
communication (including any writing, telex, telecopy or telegram) believed by
it in good faith to be genuine and correct and to have been signed, sent or made
by the proper Person, and with respect to all matters pertaining to this
Agreement or any of the Loan Documents and its duties hereunder or thereunder,
upon advice of counsel selected by it.  Agent shall be entitled to rely upon the
advice of legal counsel, independent accountants, and other experts selected by
Agent in its sole discretion.

         (E)  INDEMNIFICATION.  Lenders will reimburse and indemnify Agent for
and against any and all liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses (including, without limitation,
attorneys' fees and expenses), advances or disbursements of any kind or nature
whatsoever which may be imposed on, incurred by, or asserted against Agent in
any way relating to or arising out of this Agreement or any of

                                                                Page 63

the Loan Documents or any action taken or omitted by Agent under this Agreement
or any of the Loan Documents, in proportion to each Lender's Pro Rata Share;
provided, however, that no Lender shall be liable for any portion of such
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses, advances or disbursements resulting from Agent's gross
negligence or willful misconduct.  If any indemnity furnished to Agent for any
purpose shall, in the opinion of Agent, be insufficient or become impaired,
Agent may call for additional indemnity and cease, or not commence, to do the
acts indemnified against until such additional indemnity is furnished.  The
obligations of Lenders under this subsection 8.2(E) shall survive the payment in
full of the Obligations and the termination of this Agreement.

         (F)  HELLER INDIVIDUALLY.  With respect to its obligations under the
Revolving Loan Commitment, the Revolving Loans made by it, and the Revolving
Notes issued to it, Heller shall have and may exercise the same rights and
powers hereunder and are subject to the same obligations and liabilities as and
to the extent set forth herein for any other Lender.  The terms "Lenders" or
"Requisite Lenders" or any similar terms shall, unless the context clearly
otherwise indicates, include Heller in its individual capacity as a Lender or
one of the Requisite Lenders.  Heller may lend money to, and generally engage in
any kind of banking, trust or other business with any Loan Party as if it were
not acting as Agent pursuant hereto.

         (G)  SUCCESSOR AGENT.

         (1)  RESIGNATION.  Agent may resign from the performance of all its
agency functions and duties hereunder at any time by giving at least thirty (30)
Business Days' prior written notice to Borrowers' Representative and the
Lenders.  Such resignation shall take effect upon the acceptance by a successor
Agent of appointment pursuant to clause (2) below or as otherwise provided
below.

         (2)  APPOINTMENT OF SUCCESSOR.  Upon any such notice of resignation
which pursuant to clause (1) above requires appointment of a successor Agent,
Requisite Lenders shall, upon receipt of Borrowers' prior consent

                                                                Page 64

which shall not be unreasonably withheld, appoint a successor Agent.  If a
successor Agent shall not have been so appointed within the thirty (30) Business
Day period, referred to in clause (1) above, the retiring Agent, upon notice to
Borrowers' Representative, shall then appoint a successor Agent who shall serve
as Agent until such time, if any, as Requisite Lenders, upon receipt of
Borrowers' prior written consent which shall not be unreasonably withheld,
appoint a successor Agent as provided above.

         (3)  SUCCESSOR AGENT.  Upon the acceptance of any appointment as Agent
under the Loan Documents by a successor Agent, such successor Agent shall
thereupon succeed to and become vested with all the rights, powers, privileges
and duties of the retiring Agent, and the retiring Agent shall be discharged
from its duties and obligations under the Loan Documents.  Accordingly, all
references to Heller, as Agent, shall be deemed to be references to their
respective successors appointed as provided herein.  After any retiring Agent's
resignation as Agent under the Loan Documents, the provisions of this subsection
8.2 shall inure to its benefit as to any actions taken or omitted to be taken by
it while it was Agent under the Loan Documents.

         (H)  COLLATERAL MATTERS.

         (1)  RELEASE OF COLLATERAL.  Lenders hereby irrevocably authorize
Agent, at its option and in its discretion, to release any Lien granted to or
held by Agent, upon any property covered by the Security Documents (i) upon
termination of the Revolving Loan Commitment and payment and satisfaction of all
Obligations (other than contingent indemnification Obligations not then due and
payable); (ii) constituting property being sold or disposed of if the applicable
Borrower certifies to Agent that the sale or disposition is made in compliance
with the provisions of this Agreement (and Agent may rely in good faith
conclusively on any such certificate, without further inquiry); (iii)
constituting property leased to any Borrower 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 such Borrower to be,
renewed or extended; or (iv) in accordance with the provisions of the succeeding
sentence.

                                                                Page 65

Agent may release or compromise any Collateral and the proceeds thereof having a
value not greater than ten percent (10%) of the total book value of all
Collateral, either in a single transaction or in a series of related
transactions, with the consent of Lenders owning an aggregate of at least eighty
percent (80%) of the Revolving Loan Commitment, provided that in no event will
Agent, acting under the authority granted pursuant to this sentence, release or
compromise Collateral or the proceeds thereof having a total book value in
excess of twenty percent (20%) of the book value of all Collateral, as
determined by Agent, during any calendar year.

         (2)  CONFIRMATION OF AUTHORITY; EXECUTION OF RELEASES.  Without in any
manner limiting Agent's authority to act without any specific or further
authorization or consent by Lenders (as set forth in subsection 8.2(H)(1)), each
Lender agrees to confirm in writing, upon request by as Agent or any Borrower,
the authority to release any property covered by the Security Documents
conferred upon Agent under clauses (i) through (iii) of subsection 8.2(H)(1).
Upon receipt by Agent of confirmation from the requisite percentage of Lenders
required by subsection 8.2(H)(1), if any, of its authority to release or
compromise any particular item or types of property covered by the Security
Documents, and upon at least ten (10) Business Days prior written request by any
Borrower, Agent shall (and is hereby irrevocably authorized by Lenders to)
execute such documents as may be necessary to evidence the release or compromise
of the Liens granted to Agent, for the benefit of Agent and Lenders, upon such
Collateral, provided that (i) Agent shall not be required to execute any such
document on terms which, in Agent's opinion, would expose Agent to liability or
create any obligation or entail any consequence other than the release or
compromise of such Liens without recourse or warranty, and (ii) such release or
compromise shall not in any manner discharge, affect or impair the Obligations
or any Liens upon (or obligations of any Loan Party, in respect of), all
interests retained by any Loan Party, including (without limitation) the
proceeds of any sale, all of which shall continue to constitute part of the
property covered by the Security Documents.

                                                                         Page 66

          (3)  ABSENCE OF DUTY.  Agent shall have no obligation whatsoever to
any Lender or any other Person to assure that the property covered by the
Security Documents exists or is owned by Borrower or is cared for, protected or
insured or has been encumbered or that the Liens granted to Agent, have been
properly or sufficiently or lawfully created, perfected, protected or enforced
or are entitled to any particular priority, or to exercise at all or in any
particular manner or under any duty of care, disclosure or fidelity, or to
continue exercising, any of the rights, authorities and powers granted or
available to Agent, in this subsection 8.2(H) or in any of the Loan Documents,
it being understood and agreed that in respect of the property covered by the
Security Documents or any act, omission or event related thereto, Agent may act
in any manner it may deem appropriate, in its discretion, given Agent's own
interest in property covered by the Security Documents as one of the Lenders and
that Agent shall have no duty or liability whatsoever to any of the other
Lenders, provided that Agent shall exercise the same care which it would in
dealing with loans for its own account.

          (I)  AGENCY FOR PERFECTION.  Agent and each Lender hereby appoint each
other Lender as agent for the purpose of perfecting Agent's security interest in
assets which, in accordance with Article 9 of the Uniform Commercial Code in any
applicable jurisdiction, can be perfected only by possession.  Should any Lender
(other than Agent) obtain possession of any such Collateral, such Lender shall
notify each Agent thereof, and, promptly upon Agent's request therefor, shall
deliver such Collateral to Agent, or in accordance with such Agent's
instructions.  Each Lender agrees that it will not have any right individually
to enforce or seek to enforce any Security Document or to realize upon any
collateral security for the Loans, it being understood and agreed that such
rights and remedies may be exercised only by Agent.

          (J)  DISSEMINATION OF INFORMATION.  Agent will use its best efforts to
provide Lenders with any information received from any Borrower or any other
Loan Party which is required to be provided to a Lender hereunder, provided that
Agent shall not be liable to Lenders for any failure to do so, except to the
extent that

                                                                         Page 67

such failure is attributable to Agent's gross negligence or willful misconduct.

          8.3  AMENDMENTS, CONSENTS AND WAIVERS FOR CERTAIN ACTIONS.

          (A)  Except as otherwise provided in this subsection 8.3, in
subsection 9.2 or in any Lender Addition Agreement and except as to matters set
forth in other subsections hereof or in any other Loan Document as requiring
only Agent's consent, the consent of Requisite Lenders and Borrowers will be
required to amend, modify, terminate, or waive any provision of this Agreement
or any of the other Loan Documents.

          (B)  In the event Agent requests the consent of a Lender and does not
receive a written consent or denial thereof within ten (10) Business Days after
such Lender's receipt of such request, then such Lender will be deemed to have
denied the giving of such consent, provided that Agent, in its sole discretion,
may extend such time period for the giving of such consent or denial.

          (C)  In the event Agent requests the consent of a Lender and such
consent is denied, then Heller or the Lender which assigned its interest in the
Revolving Loans to such Lender (the "Assigning Lender") may, at its option,
require such Lender to reassign its interest in the Revolving Loans to Heller or
the Assigning Lender, as applicable, for a price equal to the then outstanding
principal amount thereof plus accrued and unpaid interest and fees due such
Lender, which interest and fees will be paid when collected from Borrower.  In
the event that Heller or the Assigning Lender elects to require any Lender to
reassign its interest to Heller or the Assigning Lender, Heller or the Assigning
Lender, as applicable, will so notify such Lender in writing within forty-five
(45) days following such Lender's denial, and such Lender will reassign its
interest to Heller or the Assigning Lender, as applicable, no later than five
(5) days following receipt of such notice.

          8.4  SET OFF AND SHARING OF PAYMENTS.  In addition to any rights now
or hereafter granted under applicable law and not by way of limitation of any
such

                                                                         Page 68

rights, during the continuance of any Event of Default, each Lender is hereby
authorized by Borrowers at any time or from time to time, with reasonably prompt
subsequent notice to Borrowers' Representative (any prior or contemporaneous
notice being hereby expressly waived) to set off and to appropriate and to apply
any and all (A) balances held by such Lender at any of its offices for the
account of any Borrower or any of its Subsidiaries (regardless of whether such
balances are then due to such Borrower or its Subsidiaries), and (B) other
property at any time held or owing by such Lender to or for the credit or for
the account of any Borrower or any of its Subsidiaries, against and on account
of any of the Obligations; except that no Lender shall exercise any such right
without the prior written consent of Agent.  Any Lender exercising a right to
set off shall, to the extent the amount of any such set off exceeds its Pro Rata
Share of the amount set off, purchase for cash (and the other Lenders shall
sell) interests in each such other Lender's Pro Rata Share of the Obligations as
would be necessary to cause such Lender to share such excess with each other
Lender in accordance with their respective Pro Rata Shares.  Each Borrower
agrees, to the fullest extent permitted by law, that any Lender may exercise its
right to set off with respect to amounts in excess of its Pro Rata Share of the
Obligations and upon doing so shall deliver such excess to Agent for the benefit
of all Lenders in accordance with their Pro Rata Shares.

          8.5  DISBURSEMENT OF FUNDS.  Agent may, on behalf of Lenders, disburse
funds to any Borrowers for Revolving Loans requested.  Each Lender shall
reimburse any Agent, on demand for all funds disbursed on its behalf by Agent,
or if Agent so requests, each Lender will remit to Agent its Pro Rata Share of
any Loan before Agent disburses same to Borrowers.  If Agent elects to require
that each Lender make funds available to Agent, prior to a disbursement by Agent
to Borrowers, Agent shall advise each Lender by telephone or telecopy of the
amount of such Lender's Pro Rata Share of the Revolving Loan requested by any
Borrower no later than 1:00 p.m. (New York City time) on the Funding Date
applicable thereto, and each such Lender shall pay Agent such Lender's Pro Rata
Share of such requested Revolving Loan, in same day funds, by wire transfer to
Agent's account on such Funding Date.  If any Lender fails

                                                                         Page 69

to pay the amount of its Pro Rata Share forthwith upon the demand, Agent shall
promptly notify Borrowers' Representative, and Borrowers shall immediately repay
such amount to Agent.  Any repayment required pursuant to this subsection 8.5
shall be without premium or penalty.  Nothing in this subsection 8.5 or
elsewhere in this Agreement or the other Loan Documents, including without
limitation the provisions of subsection 8.6, shall be deemed to require Agent to
advance funds on behalf of any Lender or to relieve any Lender from its
obligation to fulfill its commitments hereunder or to prejudice any rights that
Agent or Borrowers may have against any Lender as a result of any default by
such Lender hereunder.

          8.6  DISBURSEMENTS OF ADVANCES; PAYMENT.

          (A)  REVOLVING LOAN ADVANCES, PAYMENTS AND SETTLEMENTS; RELATED FEE
PAYMENTS.

          (1)  The Revolving Loan balance may fluctuate from day to day through
the disbursement of funds by Agent to, and receipt of funds from, Borrower.  In
order to minimize the frequency of transfers of funds between Agent and each
Lender notwithstanding terms to the contrary set forth in Section 1 or
subsection 8.5, Revolving Loan advances and payments will be settled among Agent
and Lenders according to the procedures described in this subsection 8.6.
Notwithstanding these procedures, each Lender's obligation to fund its portion
of any advances made by Agent, to Borrowers will commence on the date such
advances are made by Agent.  Such payments will be made by such Lender without
set-off, counterclaim or reduction of any kind.

          (2)  On the second (2nd) Business Day of each week, or more frequently
(including daily), if Agent so elects (each such day being a "Settlement Date"),
Agent will advise each Lender by telephone or telecopy of the amount of each
such Lender's Pro Rata Share of the Revolving Loan balance as of the close of
business of the second (2nd) Business Day immediately preceding the Settlement
Date.  In the event that payments are necessary to adjust the amount of such
Lender's required Pro Rata Share of the Revolving Loan balance to such Lender's
actual Pro Rata Share of the Revolving Loan balance as of any

                                                                         Page 70

Settlement Date, the party from which such payment is due will pay the other, in
same day funds, by wire transfer to the other's account not later than 3:00 p.m.
(New York City time) on the Business Day following the Settlement Date.

          (3)  For purposes of this subsection 8.6(A)(3), the following terms
and conditions will have the meanings indicated:

          (a)  "Daily Loan Balance" means an amount calculated as of the end of
     each calendar day by subtracting (i) the cumulative principal amount paid
     by Agent to a Lender on a Loan from the Closing Date through and including
     such calendar day, from (ii) the cumulative principal amount on a Revolving
     Loan advanced by such Lender to Agent on that Revolving Loan from the
     Closing Date through and including such calendar day.

          (b)  "Daily Interest Rate" means an amount calculated by dividing the
     interest rate payable to a Lender on a Revolving Loan (as set forth in
     subsection 1.2) as of each calendar day by three hundred sixty (360).

          (c)  "Daily Interest Amount" means an amount calculated by multiplying
     the Daily Loan Balance of a Revolving Loan by the associated Daily Interest
     Rate on that Revolving Loan.

          (d)  "Interest Ratio" means a number calculated by dividing the total
     amount of the interest on a Revolving Loan received by Agent with respect
     to the immediately preceding month by the total amount of interest on that
     Revolving Loan due from the applicable Borrower during the immediately
     preceding quarter or Interest Period.

          On the first (1st) Business Day of each quarter or Interest Period
("Interest Settlement Date"), Agent will advise each Lender by telephone, telex,
or telecopy of the amount of such Lender's Pro Rata Share of interest and fees
on each of the Revolving Loans as of the end of the last day of the immediately
preceding quarter or Interest Period.  Provided that such Lender has made all
payments

                                                                         Page 71

required to be made by it under this Agreement, Agent will pay to such Lender,
by wire transfer to such Lender's account (as specified by such Lender on the
signature page of this Agreement or the applicable Lender Addition Agreement, as
amended by such Lender from time to time after the date hereof pursuant to the
notice provisions contained herein or in the applicable Lender Addition
Agreement) not later than 3:00 p.m. (New York City time) on the next Business
Day following the Interest Settlement Date, such Lender's Pro Rata Share of
interest and fees on each of the Revolving Loans.  Such Lender's Pro Rata Share
of interest on each Revolving Loan will be calculated for that Revolving Loan by
adding together the Daily Interest Amounts for each calendar day of the prior
month for that Revolving Loan and multiplying the total thereof by the Interest
Ratio for that Revolving Loan.  Such Lender's Pro Rata Share of each of the
commitment fee described in subsection 1.2(B) and the Risk Participation
Liability fee described in subsection 1.2(C) shall be paid and calculated in a
manner consistent with the payment and calculation of interest as described in
this subsection 8.6(A).

          (B)  AVAILABILITY OF LENDER'S PRO RATA SHARE.

          (1)  Unless Agent has been notified by a Lender prior to a Funding
Date of such Lender's intention not to fund its Pro Rata Share of the Revolving
Loan amount requested by Borrowers, Agent may assume that such Lender will make
such amount available to Agent on the Business Day following the next Settlement
Date.  If such amount is not, in fact, made available to Agent by such Lender
when due, Agent will be entitled to recover such amount on demand from such
Lender without set-off, counterclaim or deduction of any kind.

          (2)  Nothing contained in this subsection 8.6(B) will be deemed to
relieve a Lender of its obligation to fulfill its commitments or to prejudice
any rights Agent or Borrowers may have against such Lender as a result of any
default by such Lender under this Agreement.

          (3)  Without limiting the generality of the foregoing, each Lender
shall be obligated to fund its Pro Rata Share of any Revolving Loan made after
any Event of Default or acceleration of the Obligations with respect to any draw

                                                                         Page 72

on a Lender Letter of Credit or a Risk Participation Agreement.

          (C)  RETURN OF PAYMENTS.

          (1)  If Agent pays an amount to a Lender under this Agreement in the
belief or expectation that a related payment has been or will be received by
Agent from Borrowers and such related payment is not received by Agent, then
Agent, will be entitled to recover such amount from such Lender without set-off,
counterclaim or deduction of any kind.

          (2)  Agent determines at any time that any amount received by Agent
under this Agreement must be returned to Borrower or paid to any other person
pursuant to any solvency law or otherwise, then, notwithstanding any other term
or condition of this Agreement, Agent will not be required to distribute any
portion thereof to any Lender.  In addition, each Lender will repay to Agent on
demand any portion of such amount that Agent, has distributed to such Lender,
together with interest at such rate, if any, as Agent is required to pay to
Borrowers or such other Person, without set-off, counterclaim or deduction of
any kind.

                                    SECTION 9

                                  MISCELLANEOUS

          9.1  INDEMNITIES.  Borrowers agree, jointly and severally, to
indemnify, pay, and hold Agent, each Lender and their respective officers,
directors, employees, agents, and attorneys (the "Indemnitees") harmless from
and against any and all liabilities, obligations, losses, damages, penalties,
actions, judgments, suits and claims of any kind or nature whatsoever that may
be imposed on, incurred by, or asserted against any of the Indemnitees as a
result of its being a party to this Agreement; provided that Borrowers shall
have no obligation to an Indemnitee hereunder with respect to liabilities
arising from the gross negligence or willful misconduct of that Indemnitee as
determined by a court of competent jurisdiction.  This subsection and other
indemnification provisions contained

                                                                         Page 73

within the Loan Documents shall survive the termination of this Agreement.

          9.2  AMENDMENTS AND WAIVERS.  Except as otherwise provided herein, no
amendment, modification, termination or waiver of any provision of this
Agreement, the Revolving Notes or any of the other Loan Documents, or consent to
any departure by any Loan Party therefrom, shall in any event be effective
unless the same shall be in writing and signed by Requisite Lenders (or Agent,
if expressly set forth herein, in any Revolving Note or in any other Loan
Document) and the applicable Loan Party; provided, that except to the extent
permitted by the applicable Lender Addition Agreement, no amendment,
modification, termination or waiver shall, unless in writing and signed by all
Lenders, do any of the following:  (a) increase any Lender's Pro Rata Share of
the Revolving Loan Commitment; (b) reduce the principal of, rate of interest on
or fees payable with respect to any Revolving Loan; (c) extend the Expiry Date
or change any date fixed for any payment of interest or fees; (d) change the
aggregate unpaid principal amount of the Revolving Loans; (e) change the
percentage of Lenders which shall be required for Lenders or any of them to take
any action hereunder; (f) release Collateral (except if the sale or disposition
of such Collateral is permitted under subsection 8.2 or any other Loan
Document); (g) amend or waive this subsection 9.2 or the definitions of the
terms used in this subsection 9.2 insofar as the definitions affect the
substance of this subsection 9.2; (h) consent to the assignment, delegation or
other transfer by any Loan Party of any of its rights and obligations under any
Loan Document; (i) change the form in which interest is required to be paid; and
(j) change the advance rates set forth in the Borrowing Base Certificate; and
PROVIDED FURTHER, that no amendment, modification, termination or waiver
affecting the rights or duties of Agent under any Loan Document shall in any
event be effective, unless in writing and signed by Agent, in addition to
Lenders required hereinabove to take such action.  Each amendment, modification,
termination or waiver shall be effective only in the specific instance and for
the specific purpose for which it was given.  No amendment, modification,
termination or waiver shall be required for Agent to take additional Collateral
pursuant to any Loan Document.  No amendment, modification, termination or

                                                                         Page 74

waiver of any provision of any Revolving Note shall be effective without the
written concurrence of the holder of that Revolving Note.  No notice to or
demand on any Borrower or any other Loan Party in any case shall entitle
Borrower or any other Loan Party to any other or further notice or demand in
similar or other circumstances.  Any amendment, modification, termination,
waiver or consent effected in accordance with this subsection 9.2 shall be
binding upon each holder of the Revolving Notes at the time outstanding, each
future holder of the Revolving Notes, and, if signed by a Loan Party, on such
Loan Party.

          9.3  NOTICES.  Any notice or other communication required shall be in
writing addressed to the respective party as set forth below and may be
personally served, telecopied, sent by overnight courier service or U.S. mail
and shall be deemed to have been given:  (a) if delivered in person, when
delivered; (b) if delivered by telecopy, on the date of transmission if
transmitted on a Business Day before 4:00 p.m. New York City time; (c) if
delivered by overnight courier, two (2) days after delivery to the courier
properly addressed; or (d) if delivered by U.S. mail, four (4) Business Days
after deposit with postage prepaid and properly addressed.

          Notices shall be addressed as follows:

          If to any Borrower or Borrowers' Representative:

          NATIONAL FIBERSTOK CORPORATION
          5775 Peachtree Dunwoody Road
          Suite C150
          Atlanta, Georgia  30342
          ATTN:  Rob Miklas
          Telecopy:  (404) 705-9929

          With a copy to:

          McCown De Leeuw & Co.
          101 East 52nd St., 31st Floor
          New York, New York  10022
          ATTN:  David King
          Telecopy:  (212) 355-6283

          If to Heller individually as Lender or as Agent:

                                                                         Page 75

         HELLER FINANCIAL, INC.
         500 West Monroe Street
         Chicago, Illinois  60661
         ATTN:  Portfolio Manager
                Portfolio Organization
                Corporate Finance Group
         Telecopy:  (312) 441-7367

         With a copy to:

         HELLER FINANCIAL, INC.
         500 West Monroe Street
         Chicago, Illinois  60661
         ATTN:  Legal Department
                Portfolio Organization
                Corporate Finance Group
         Telecopy:  (312) 441-7367

         If to a Lender:

         To the address set forth on the signature page hereto or in the
applicable Lender Addition Agreement

         9.4  FAILURE OR INDULGENCE NOT WAIVER; REMEDIES CUMULATIVE.  No
failure or delay on the part of Agent or any Lender to exercise, nor any partial
exercise of, any power, right or privilege hereunder or under any other Loan
Documents shall impair such power, right, or privilege or be construed to be a
waiver of any Default or Event of Default.  All rights and remedies existing
hereunder or under any other Loan Document are cumulative to and not exclusive
of any rights or remedies otherwise available.

         9.5  MARSHALLING; PAYMENTS SET ASIDE.  Neither Agent nor any Lender
shall be under any obligation to marshal any assets in payment of any or all of
the Obligations.  To the extent that any Borrower makes payment(s) or Agent
enforces its Liens or Agent or any Lender exercises its right of set-off, and
such payment(s) or the proceeds of such enforcement or set-off is subsequently
invalidated, declared to be fraudulent or preferential, set aside, or required
to be repaid by anyone, then to the extent of such recovery, the Obligations or
part thereof originally intended to be satisfied, and all Liens, rights and
remedies therefor, shall be revived and continued in full force and

                                                                         Page 76

effect as if such payment had not been made or such enforcement or set-off had
not occurred.

         9.6  SEVERABILITY.  The invalidity, illegality, or unenforceability in
any jurisdiction of any provision under the Loan Documents shall not affect or
impair the remaining provisions in the Loan Documents.

         9.7  LENDERS' OBLIGATIONS SEVERAL; INDEPENDENT NATURE OF LENDERS'
RIGHTS.  The obligation of each Lender hereunder is several and not joint and no
Lender shall be responsible for the obligation or commitment of any other Lender
hereunder.  In the event that any Lender at any time should fail to make a Loan
as herein provided, the Lenders, or any of them, at their sole option, may make
the Loan that was to have been made by the Lender so failing to make such Loan.
Nothing contained in any Loan Document and no action taken by Agent or any
Lender pursuant hereto or thereto shall be deemed to constitute Lenders to be a
partnership, an association, a joint venture or any other kind of entity.  The
amounts payable at any time hereunder to each Lender shall be a separate and
independent debt.

         9.8  HEADINGS.  Section and subsection headings are included herein
for convenience of reference only and shall not constitute a part of this
Agreement for any other purposes or be given substantive effect.

         9.9  APPLICABLE LAW.  THIS AGREEMENT SHALL BE GOVERNED BY AND SHALL BE
CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW
YORK, WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES.

         9.10  SUCCESSORS AND ASSIGNS.  This Agreement shall be binding upon
and inure to the benefit of the parties hereto and their respective successors
and assigns except that Borrowers may not assign its rights or obligations
hereunder without the written consent of all Lenders.

         9.11  NO FIDUCIARY RELATIONSHIP.  No provision in the Loan Documents
and no course of dealing between the parties shall be deemed to create any
fiduciary duty owing to Borrowers by Agent or any Lender.

                                                                         Page 77

         9.12  CONSTRUCTION.  Agent, each Lender and Borrowers acknowledge that
each of them has had the benefit of legal counsel of its own choice and has been
afforded an opportunity to review the Loan Documents with its legal counsel and
that the Loan Documents shall be constructed as if jointly drafted by Agent,
each Lender and Borrowers.

         9.13  CONFIDENTIALITY.  Agent and each Lender agree to exercise their
best efforts to keep any non-public information delivered pursuant to the Loan
Documents confidential from Persons other than those employed by or engaged by
Agent or such Lender and those employed by or engaged by Agent's or such
Lender's assignees or participants, or potential assignees or participants.
This subsection shall not apply to disclosures required to be made by Agent or
any Lender to any regulatory or governmental agency or pursuant to legal
process.

         9.14  CONSENT TO JURISDICTION AND SERVICE OF PROCESS.

         (A)  EACH BORROWER HEREBY IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE
JURISDICTION OF ANY UNITED STATES FEDERAL OR NEW YORK STATE COURT SITTING IN THE
CITY OF NEW YORK IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO ANY
LOAN DOCUMENTS AND EACH BORROWER HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN
RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH
COURT AND IRREVOCABLY WAIVES ANY OBJECTION IT MAY NOW OR HEREAFTER HAVE AS TO
THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH A COURT OR THAT
SUCH COURT IS AN INCONVENIENT FORUM.  NOTHING HEREIN SHALL LIMIT THE RIGHT OF
AGENT OR ANY LENDER TO BRING PROCEEDINGS AGAINST BORROWERS IN THE COURTS OF ANY
OTHER JURISDICTION.  ANY JUDICIAL PROCEEDING BY ANY BORROWER AGAINST AGENT OR
ANY LENDER OR ANY AFFILIATE THEREOF INVOLVING, DIRECTLY OR INDIRECTLY, ANY
MATTER IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH ANY LOAN
DOCUMENT SHALL BE BROUGHT ONLY IN A COURT IN NEW YORK, NEW YORK.

         (B)  EACH BORROWER DESIGNATES AND APPOINTS MCCOWN DE LEEUW & CO., 101
EAST 52ND ST., 31ST FLOOR, NEW YORK, NEW YORK  10022, AND SUCH OTHER PERSONS AS
MAY HEREAFTER BE SELECTED BY SUCH BORROWER WHICH IRREVOCABLY AGREE IN WRITING TO
SO SERVE AS ITS AGENT TO RECEIVE ON ITS BEHALF

                                                                         Page 78

SERVICE OF ALL PROCESS IN ANY SUCH PROCEEDINGS IN ANY SUCH COURT, SUCH SERVICE
BEING HEREBY ACKNOWLEDGED BY SUCH BORROWER TO BE EFFECTIVE AND BINDING SERVICE
IN EVERY RESPECT.  A COPY OF ANY SUCH PROCESS SO SERVED SHALL BE MAILED BY
REGISTERED MAIL TO SUCH BORROWER AT ITS ADDRESS PROVIDED IN SUBSECTION 9.3
EXCEPT THAT UNLESS OTHERWISE PROVIDED BY APPLICABLE LAW, ANY FAILURE TO MAIL
SUCH COPY SHALL NOT AFFECT THE VALIDITY OF SERVICE OF PROCESS.  IF ANY AGENT
APPOINTED BY ANY BORROWER REFUSES TO ACCEPT SERVICE, SUCH BORROWER HEREBY AGREES
THAT SERVICE UPON IT BY MAIL SHALL CONSTITUTE SUFFICIENT NOTICE.  NOTHING HEREIN
SHALL AFFECT THE RIGHT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW.

         9.15  WAIVER OF JURY TRIAL.  BORROWERS, AGENT AND EACH LENDER HEREBY
WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION
BASED UPON OR ARISING OUT OF THIS AGREEMENT, ANY OF THE OTHER LOAN DOCUMENTS, OR
ANY DEALINGS BETWEEN THEM RELATING TO THE SUBJECT MATTER OF THIS LOAN
TRANSACTION AND THE LENDER/BORROWER RELATIONSHIP THAT IS BEING ESTABLISHED.  THE
SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES
THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS
TRANSACTION, INCLUDING WITHOUT LIMITATION, CONTRACT CLAIMS, TORT CLAIMS, BREACH
OF DUTY CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS.  BORROWERS, AGENT
AND EACH LENDER ACKNOWLEDGE THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER
INTO A BUSINESS RELATIONSHIP, THAT EACH HAS ALREADY RELIED ON THE WAIVER IN
ENTERING INTO THIS AGREEMENT AND THAT EACH WILL CONTINUE TO RELY ON THE WAIVER
IN THEIR RELATED FUTURE DEALINGS.  BORROWERS, AGENT AND EACH LENDER FURTHER
WARRANT AND REPRESENT THAT EACH HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL,
AND THAT EACH KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING
CONSULTATION WITH LEGAL COUNSEL.  THIS WAIVER IS IRREVOCABLE, MEANING THAT IT
MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING, AND THE WAIVER SHALL APPLY TO
ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THE LOAN
DOCUMENTS, OR TO ANY OTHER DOCUMENTS OR AGREEMENTS RELATING TO THE REVOLVING
LOANS OR THE LENDER LETTERS OF CREDIT OR RISK PARTICIPATION AGREEMENTS.  IN THE
EVENT OF LITIGATION, THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL
BY THE COURT.  BORROWERS, AGENT AND EACH LENDER ALSO WAIVE ANY BOND OR

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SURETY OR SECURITY UPON SUCH BOND WHICH MIGHT, BUT FOR THIS WAIVER, BE REQUIRED
OF AGENT AND EACH LENDER.

         9.16  SURVIVAL OF WARRANTIES AND CERTAIN AGREEMENTS.  All agreements,
representations and warranties made herein shall survive the execution and
delivery of this Agreement, the making of the Revolving Loans, issuances of
Lender Letters of Credit and Risk Participation Agreements and the execution and
delivery of the Revolving Notes.  Notwithstanding anything in this Agreement or
implied by law to the contrary, the agreements of Borrowers set forth in
subsections 1.3(C), 1.7 and 9.1 shall survive the payment of the Revolving Loans
and the termination of this Agreement.

         9.17  ENTIRE AGREEMENT.  This Agreement, the Revolving Notes and the
other Loan Documents referred to herein embody the final, entire agreement among
the parties hereto and supersede any and all prior commitments, agreements,
representations, understandings, whether oral or written, relating to the
subject matter hereof and may not be contradicted or varied by evidence of
prior, contemporaneous or subsequent oral agreements or discussions of the
parties hereto.

         9.18  COUNTERPARTS; EFFECTIVENESS.  This Agreement and any amendments,
waivers, consents or supplements may be executed in any number of counterparts
and by different parties hereto in separate counterparts, each of which when so
executed and delivered shall be deemed an original, but all of which
counterparts together shall constitute but one in the same instrument.  This
Agreement shall become effective upon the execution of a counterpart hereof by
each of the parties hereto.

         9.19  LIMITATION ON LIABILITY.  It is the intention of each Borrower
and the Lenders that the obligations of each Borrower (other than NFC) under
this Agreement shall be in, but not in excess of, the maximum amount that would
not render any such Borrower's obligations under this Agreement avoidable under
any provision of applicable law.  This subsection 9.19 is intended solely to
preserve the rights of the Lenders under this Agreement to the maximum extent
permitted by law and no Borrower nor any other

                                                                         Page 80

Person shall have any right under this subsection 9.19 that it would not
otherwise have under applicable law.

                                      SECTION 10

                                     DEFINITIONS

         10.1  CERTAIN DEFINED TERMS.  The terms defined below are used in this
Agreement as so defined.  Terms defined in the preamble and recitals to this
Agreement are used in this Agreement as so defined.

         "Accounting Changes" has the meaning ascribed thereto in subsection
4.4.

         "Accounts" means, on any date of determination, the unpaid portion of
the obligations as stated on the respective invoices issued to a customer of any
Borrower or any of its Subsidiaries with respect to Inventory sold and shipped
or services performed in the ordinary course of business, net of any credits,
rebates or offsets owed by any Borrower or any of its Subsidiaries to the
respective customer and net of any commissions payable by any Borrower or any of
its Subsidiaries to third parties.

         "Acquisition" has the meaning ascribed thereto in the preamble of this
Agreement.

         "Affected Lender" has the meaning ascribed thereto in subsection 1.9
hereof.

         "Affiliate" means any Person:  (a) directly or indirectly controlling,
controlled by, or under common control with, any Borrower; (b) directly or
indirectly owning or holding five percent (5%) or more of any equity interest in
any Borrower; or (c) five percent (5%) or more of whose voting stock or other
equity interest is directly or indirectly owned or held by any Borrower.  For
purposes of this definition, "control" (including with correlative meanings, the
terms "controlling", "controlled by" and "under common control with") means the
possession directly or indirectly of the power to direct or cause the direction
of the management and policies of a Person, whether through

                                                                         Page 81

the ownership of voting securities or by contract or otherwise.

         "Agent" means Heller in its capacity as agent for the Lenders under
this Agreement and each of the other Loan Documents and any successor in such
capacity appointed pursuant to subsection 8.2.

         "Agreement" means this Credit Agreement (including all schedules and
exhibits hereto).

         "A/L Systems" has the meaning ascribed thereto in the preamble of this
Agreement.

         "Asset Disposition" means the disposition whether by sale, lease,
transfer, loss, damage, destruction, condemnation or otherwise of any of the
following:  (a) any of the stock of any Subsidiaries of any Borrower or (b) any
or all of the assets of any Borrower or any of its Subsidiaries other than sales
of inventory in the ordinary course of business.

         "Assigning Lender" has the meaning ascribed thereto in
subsection 8.3(C) hereof.

         "Bankruptcy Code" means Title 11 of the United States Code entitled
"Bankruptcy", as amended from time to time or any applicable bankruptcy,
insolvency or other similar law now or hereafter in effect and all rules and
regulations promulgated thereunder.

         "Base Rate" has the meaning ascribed thereto in subsection 1.2(A)(1)
hereof.

         "Base Rate Loans" has the meaning ascribed thereto in
subsection 1.2(A)(1) hereof.

         "Boharb" has the meaning ascribed thereto in the preamble of this
Agreement.

         "Borrower" means individually, each of NFC, Label Art, InfoSeal,
Government Forms and Systems, Putnam Graphic Innovations, Short Run Labels,
Boharb and A/L Systems, together with their successors and permitted assigns
pursuant to subsection 9.10.

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          "Borrowers' Representative" means NFC in its capacity as Borrowers'
Representative under this Agreement and the other Loan Documents.

          "Borrowing Base" has the meaning ascribed thereto in subsection 1.1(A)
hereof.

          "Borrowing Base Certificate" has the meaning ascribed thereto in
subsection 1.1(A) hereof.

          "Business Day" means (a) for all purposes other than as covered by
clause (b) below, any day excluding Saturday, Sunday and any day which is a
legal holiday under the laws of the Commonwealth of Pennsylvania or the States
of New York and Illinois, or is a day on which banking institutions located in
any such states are closed, and (b) with respect to all notices, determinations,
fundings and payments in connection with Revolving Loans bearing interest at the
LIBOR, any day that is a Business Day described in clause (a) above and that is
also a day for trading by and between banks in Dollar deposits in the applicable
interbank LIBOR market.

          "Capital Contribution" has the meaning ascribed thereto in the
preamble of this Agreement.

          "Capital Expenditures" will be calculated as illustrated in Exhibit
4.3(C).

          "Capital Stock" means any and all shares, interests, participations or
other equivalents (however designated) of corporate stock, including, without
limitation, all common stock and preferred stock.

          "Capitalization/Acquisition Documents" means, collectively:  (a) any
or all of the stock certificates, notes, debentures or other instruments
representing securities bought, sold or issued, or loans made, to facilitate the
consummation of the Related Transactions; (b) the indentures or other documents
pursuant to which such stock, notes, debentures or other instruments are issued
or to be issued; (c) each document governing the issuance of, or setting forth
the terms of, such stock, notes, debentures or other instruments; (d) any
stockholders, registration or Intercreditor agreement among or between the
holders of

                                                                         Page 83

such stock, notes, debentures or other instruments; (e) the Purchase Agreement;
(f) the Merger Agreement; and (g) all other instruments, documents and
agreements executed in connection with the Acquisition or the Merger; but
excluding all Loan Documents.

          "Cash Equivalents" has the meaning ascribed thereto in subsection 3.3
hereof.

          "Certificate of Exemption" has the meaning ascribed thereto in
subsection 1.8(C)(1) hereof.

          "Closing Date" means June 28, 1996.

          "Collateral" means, collectively:  (a) all "Collateral" as defined in
the Security Documents; and (b) any property or interest provided in addition to
or in substitution for any of the foregoing.

          "Companies" means Transkrit (prior to the Merger), Label Art,
InfoSeal, Government Forms and Systems, Putnam Graphic Innovations, Short Run
Labels, Boharb and A/L Systems.

          "Contingent Obligation" has the meaning ascribed thereto in
subsection 3.4 hereof.

          "Daily Interest Amount" has the meaning ascribed thereto in subsection
8.6(A)(3)(c) hereof.

          "Daily Interest Rate" has the meaning ascribed thereto in subsection
8.6(A)(3)(b) hereof.

          "Daily Loan Balance" has the meaning ascribed thereto in subsection
8.6(A)(3)(a) hereof.

          "DEC" has the meaning ascribed thereto in the preamble of this
Agreement.

          "DEC IPO" means a sale by DEC of its common stock in an underwritten
(firm commitment) public offering registered under the Securities Act, with
gross proceeds to DEC of not less than $35 million, resulting in the listing of
DEC's common stock on a nationally recognized stock

                                                                         Page 84

exchange, including, without limitation, the NASDAQ National Market System.

          "Default" means a condition or event that, after notice or lapse of
time or both, would constitute an Event of Default if that condition or event
were not cured or removed within any applicable grace or cure period.

          "Default Rate" has the meaning ascribed thereto in subsection 1.2(E)
hereof.

          "EBIDAT" will be calculated as illustrated in Exhibit 4.3(C) hereof.

          "Equity Interest" means (i) with respect to a corporation, any and all
Capital Stock or warrants, options or other rights to acquire Capital Stock (but
excluding any debt security which is convertible into, or exchangeable or
exercisable for, Capital Stock) and (ii) with respect to a partnership, limited
liability company or similar Person, any and all units, interests, rights to
purchase, warrants, options or other equivalents of, or other ownership
interests in any such Person.

          "ERISA Affiliate" has the meaning ascribed thereto in subsection 5.10
hereof.

          "Eurocurrency Liabilities" has the meaning ascribed thereto in
subsection 1.2 hereof.

          "Event of Default" has the meaning ascribed thereto in subsection 6.1
hereof.

          "Excess Revolving Loans" has the meaning ascribed thereto in
subsection 1.1(A)(3) hereof.

          "Existing Indebtedness" has the meaning ascribed thereto in subsection
3.1(F).

          "Expiry Date" means the earlier of (a) the suspension (subject to
reinstatement) of the Lenders' obligations to make Revolving Loans pursuant to
subsection 6.2, (b) the acceleration of the Obligations pursuant to subsection
6.3 or (c) June 28, 2001.

                                                                         Page 85

          "Fiscal Year" means the 12-month period ending on December 31 of each
year.

          "Fixed Charge Coverage" will be calculated as illustrated in
Exhibit 4.3(C) hereof.

          "Fixed Charges" will be calculated as illustrated in Exhibit 4.3(C)

          "Foreign Lender" has the meaning ascribed thereto in subsection 1.8(C)
hereof.

          "Funding Date" has the meaning ascribed thereto in subsection 7.2
hereof.

          "GAAP" means generally accepted accounting principles as set forth in
statements from Auditing Standards No. 69 entitled "The Meaning of 'Present
Fairly in Conformance with Generally Accepted Accounting Principles in the
Independent Auditors Reports'" issued by the Auditing Standards Board of the
American Institute of Certified Public Accountants and statements and
pronouncements of the Financial Accounting Standards Board that are applicable
to the circumstances as of the date of determination.

          "Government Forms and Systems" has the meaning ascribed thereto in the
preamble of this Agreement.

          "Heller" has the meaning ascribed thereto in the preamble of this
Agreement.

          "Heller Warrant" means the warrants held by Heller to purchase 254,435
shares of DEC's Class B common stock.

          "Indebtedness", as applied to any Person, means:  (a) all indebtedness
for borrowed money; (b) that portion of obligations with respect to capital
leases that is properly classified as a liability on a balance sheet in
conformity with GAAP; (c) notes payable and drafts accepted representing
extensions of credit whether or not representing obligations for borrowed money;
(d) any obligation (including any obligation in the form of an earn-out or
similar arrangement) owed for all or any part

                                                                         Page 86

of the deferred purchase price of property or services if the purchase price is
due more than six (6) months from the date the obligation is incurred or is
evidenced by a note or similar written instrument; and (e) all indebtedness
secured by any Lien on any property or asset owned or held by that Person
regardless of whether the indebtedness secured thereby shall have been assumed
by that Person or is nonrecourse to the credit of that Person.

          "Indemnities" has the meaning ascribed thereto in subsection 9.1.

          "Indenture" means the Indenture dated as of June 15, 1996 among NFC,
the Guarantors named therein and Wilmington Trust Company, as Trustee, pursuant
to which the Senior Notes are issued.

          "InfoSeal" has the meaning ascribed thereto in the preamble of this
Agreement.

          "Intellectual Property" has the meaning ascribed thereto in
subsection 5.6 hereof.

          "Interest Period(s)" has the meaning ascribed thereto in
subsection 1.2(A)(2) hereof.

          "Interest Ratio" has the meaning ascribed thereto in subsection
8.6(A)(3)(d).

          "Inventory" means inventory (as defined in Article 9 of the UCC) to
the extent comprised of materials, products or goods of a type manufactured,
sold or consumed by any Borrower or any of its Subsidiaries in the ordinary
course of business.

          "Investment" has the meaning ascribed thereto in subsection 3.3
hereof.

          "IRC" means the Internal Revenue Code of 1986, as amended from time to
time and all rules and regulations promulgated thereunder.

          "Label Art" has the meaning ascribed thereto in the preamble of this
Agreement.

                                                                         Page 87

          "Lender" or "Lenders" means Heller, and each other financial
institution listed on the signature pages hereof together with their successors
and permitted assigns pursuant to subsection 8.1.

          "Lender Addition Agreement" means an agreement among Agent, a Lender
and such Lender's assignee regarding their respective rights and obligations
with respect to assignments of the Revolving Loans, the Revolving Loan
Commitment, and other interests under this Agreement and the other Loan
Documents.

          "Lender Letter of Credit" has the meaning ascribed thereto in
subsection 1.1(B).

          "Letter of Non-Exemption" has the meaning ascribed thereto in
subsection 1.8(C)(2) hereof.

          "LIBOR" has the meaning ascribed thereto in subsection 1.2(A)(2)
hereof.

          "LIBOR Breakage Fee" has the meaning ascribed thereto in
subsection 1.3(B) hereof.

          "Lien" means any lien, mortgage, pledge, security interest, charge or
encumbrance of any kind, whether voluntary or involuntary (including any
conditional sale or other title retention agreement and any lease in the nature
thereof), and any agreement to give any lien, mortgage, pledge, security
interest, charge or encumbrance.

          "Loan Documents" means this Agreement, the Revolving Notes, the
Security Documents and all other instruments, documents and agreements executed
by or on behalf of any Loan Party and delivered concurrently herewith or at any
time hereafter to or for the benefit of Agent or any Lender in connection with
the Revolving Loans and other transactions contemplated by this Agreement, all
as amended, supplemented or modified from time to time; but excluding all
Capitalization/Acquisition Documents.

          "Loan Party" means, collectively, DEC, Borrowers, Borrowers,
Subsidiaries and any other Person (other than Agent and each Lender) which is 
or becomes a party to any Loan Document.

                                                                         Page 88

          "Material Adverse Effect" means (a) a material adverse effect upon the
business, operations, properties, assets or condition (financial or otherwise)
of Borrowers and their Subsidiaries taken as a whole or (b) the material
impairment of the ability of any Loan Party to perform its obligations under any
Loan Document to which it is a party or (c) the impairment of the ability of
Agent or any Lender to enforce any Loan Document or collect any of the
Obligations.  In determining whether any individual event would result in a
Material Adverse Effect, notwithstanding that such event does not of itself have
such effect, a Material Adverse Effect shall be deemed to have occurred if the
cumulative effect of such event and all other then existing events would result
in a Material Adverse Effect.

          "Maximum Revolving Loan Balance" has the meaning ascribed thereto in
subsection 1.1(A) hereof.

          "Merger Agreement" means the Merger Agreement dated as of
June 28, 1996 between NFC and Transkrit, pursuant to which the Merger was
consummated.

          "Merger" has the meaning ascribed thereto in the preamble of this
Agreement.

          "NFC" has the meaning ascribed thereto in the preamble of this
Agreement.

          "Obligations" means all obligations, liabilities and indebtedness of
every nature of each Loan Party from time to time owed to either Agent or any
Lender under the Loan Documents and any other agreement, instrument or document
relating to reimbursement or payment of Risk Participation Liability including
the principal amount of all debts, claims and indebtedness, accrued and unpaid
interest and all fees, costs and expenses, whether primary, secondary, direct,
contingent, fixed or otherwise, heretofore, now and/or from time to time
hereafter owing, due or payable whether before or after the filing of a
proceeding under the Bankruptcy Code by or against any Borrower or any of its
Subsidiaries.

          "Operating Cash Flow" will be calculated as illustrated in
Exhibit 4.3(C).

                                                                Page 89

         "Permitted Acquisition" has the meaning ascribed thereto in 
subsection 1.1(A)(2) hereof.

         "Permitted Encumbrances" has the meaning ascribed thereto in
subsection 3.2(A) hereof.

         "Person" means and includes natural persons, corporations, limited
liability companies, limited partnerships, limited liability partnerships,
general partnerships, joint stock companies, joint ventures, associations,
companies, trusts, banks, trust companies, land trusts, business trusts or other
organizations, whether or not legal entities, and governments and agencies and
political subdivisions thereof and their respective permitted successors and
assigns (or in the case of a governmental person, the successor functional
equivalent of such Person).

         "Pro Forma" means the unaudited consolidated and consolidating balance
sheets of Borrowers and their Subsidiaries prepared in accordance with GAAP as
of the Closing Date after giving effect to the Related Transactions to be
consummated on such date.  The Pro Forma as of the Closing Date is annexed
hereto as Schedule 10.1(A).

         "Pro Rata Share" means (a) with respect to a Lender's obligation to
make Revolving Loans and receive payments of interest and principal with respect
thereto (and with respect to the related commitment fee described in subsection
1.2(B)) and with respect to a Lender's obligation to share in Risk Participation
Liability (and with respect to the related Risk Participation Liability fee
described in subsection 1.2(C)), the percentage obtained by dividing (i) such
Lender's commitment to make Revolving Loans, as set forth on the signature page
of this agreement opposite such Lender's signature or in the most recent Lender
Addition Agreement, if any, executed by such Lender, by (ii) all such
commitments of all Lenders to make Revolving Loans, (b) with respect to all
other matters (including without limitation the indemnification obligations
arising under subsection 8.2(E)), the percentage obtained by dividing (i) the
commitments of such Lender to make Revolving Loans, as set forth on the
signature page of this Agreement opposite such Lender's signature or in the most
recent Lender Addition Agreement, if any, executed by

                                                                Page 90

such Lender, by (ii) the aggregate Revolving Loan Commitment.

         "Projections" means Borrowers' forecasted consolidated and
consolidating:  (a) balance sheets; (b) profit and loss statements; (c) cash
flow statements; and (d) capitalization statements, all prepared on a division
by division and Subsidiary by Subsidiary basis on a consistent basis with
Borrowers' and their Subsidiaries' (taking into account availability of
pre-Closing Date financial statements) historical financial statements, together
with appropriate supporting details and a statement of underlying assumptions.
The Projections represent and will represent as of the date thereof the good
faith estimate of Borrowers and their senior management concerning the most
probable course of its business.

         "Purchase Agreement" has the meaning ascribed thereto in the preamble
of this Agreement.

         "Putnam Graphic Innovations" has the meaning ascribed thereto in the
preamble of this Agreement.

         "Related Transactions" means the Acquisition, the Merger, closing of
the transactions contemplated by the Securities Purchase Agreement, the making
of the Capital Contribution, the execution and delivery of the Related
Transactions Documents, the funding of any Revolving Loans on the Closing Date,
the closing of the transactions contemplated by the Indenture, and the payment
of all fees, costs and expenses associated with all of the foregoing.

         "Related Transactions Documents" means the Loan Documents, the
Capitalization/Acquisition Documents and all other agreements, instruments and
documents executed or delivered in connection with the Related Transactions.

         "Replacement Lender" has the meaning ascribed thereto in subsection
1.9(A) hereof.

         "Restricted Junior Payment" has the meaning ascribed thereto in
subsection 3.5 hereof.

         "Requisite Lenders" means Lenders having (a) sixty-six and two-thirds
percent (66-2/3%) or more of the

                                                                Page 91

Revolving Loan Commitment or, (b) if the Revolving Loan Commitment has been
terminated, sixty-six and two-thirds percent (66-2/3%) or more of the aggregate
outstanding principal balance of the Revolving Loans.

         "Revolving Loan Commitment" has the meaning ascribed thereto in
subsection 1.1(A) hereof.

         "Revolving Loans" has the meaning ascribed thereto in subsection
1.1(A) hereof.

         "Revolving Note" means each promissory note of Borrowers substantially
in the form of Exhibit 10.1(A).

         "Rice Warrant" means the warrants held by Rice Mezzanine Lenders, L.P.
to purchase 413,457 shares of DEC's Class A common stock.

         "Risk Participation Agreement" has the meaning ascribed thereto in
subsection 1.1(B) hereof.

         "Risk Participation Liability" means, as to each Lender Letter of
Credit and each Risk Participation Agreement, all reimbursement obligations of
Borrowers to the issuer of the Lender Letter of Credit or to the issuer of the
letter of credit with respect to the transaction for which the Risk
Participation Agreement was executed and delivered, consisting of (a) the amount
available to be drawn or which may become available to be drawn; (b) all amounts
which have been paid and made available by the issuing bank to the extent not
reimbursed by Borrowers, whether by the making of a Revolving Loan or otherwise;
and (c) all accrued and unpaid interest, fees and expenses with respect thereto.
For purposes of determining the outstanding amount of Risk Participation
Liability, the maximum amount potentially owing under any Risk Participation
Agreement will be considered outstanding unless the bank which is the
beneficiary of such Risk Participation Agreement reports daily activity to Agent
showing actual outstanding letters of credit subject to such Risk Participation
Agreement.

         "Securities Act" has the meaning ascribed thereto in the preamble of
this Agreement.

                                                                Page 92

         "Securities Purchase Agreement" means the Securities Purchase
Agreement dated as of June 28, 1996 among DEC, NFC and the purchasers party
thereto.

         "Security Documents" means all instruments, documents and agreements
executed by or on behalf of any Loan Party to guaranty or provide collateral
security with respect to the Obligations including, without limitation, any
security agreement or pledge agreement, any guaranty of the Obligations, and all
instruments, documents and agreements executed pursuant to the terms of the
foregoing.

         "Senior Notes" means the 11-5/8% Senior Notes of NFC Series A and
Series B due 2002 under the Indenture in an aggregate principal amount of up to
$100,000,000.

         "Senior Notes Guarantees" means the guarantees of the Senior Notes by
Subsidiaries of NFC in accordance with the Indenture.

         "Settlement Date" has the meaning ascribed thereto in subsection
8.6(A)(2) hereof.

         "Severance Cost" means as of the last day of each calendar quarter
during the 12 month period from the Closing Date through June 30, 1997, the
actual amount of severance costs and other one-time integration costs related to
the Acquisition incurred by NFC and its Subsidiaries and paid in cash during
such period; PROVIDED, HOWEVER, that for purposes of computing the ratio of
Total Indebtedness to Operating Cash Flow, such severance costs and other
one-time integration costs shall only be added to Operating Cash Flow during
such 12 month period described above and only to the extent that such severance
costs and other one-time integration costs do not exceed $375,000 during such 12
month period; and PROVIDED FURTHER, that severance costs shall include only such
costs which relate to the termination of employees whose services are
duplicative as a result of the Acquisition and will therefore not be replaced.

         "Short Run Labels" has the meaning ascribed thereto in the preamble of
this Agreement.

                                                                Page 93

         "Significant Subsidiary" means any Subsidiary of any Borrower, which
Subsidiary (i) has assets in excess of $500,000, or (ii) has annual Operating
Cash Flow in excess of $500,000.

         "Subordinated Indebtedness" means all Indebtedness of any Borrower or
any of its Subsidiaries which is subordinated, in a manner satisfactory to
Agent, in right of payment to the Obligations.

         "Subsidiary" means, with respect to any Person, any corporation,
partnership, association or other business entity of which more than fifty
percent (50%) of the total voting power of shares of stock (or equivalent
ownership or controlling interest) entitled (without regard to the occurrence of
any contingency) to vote in the election of directors, managers or trustees
thereof is at the time owned or controlled, directly or indirectly, by that
Person or one or more of the other Subsidiaries of that Person or a combination
thereof.

         "Tax Liabilities" has the meaning ascribed thereto in subsection
1.8(A) hereof.

         "Total Indebtedness" will be calculated as illustrated in Exhibit
4.3(C).

         "Transkrit" has the meaning ascribed thereto in the preamble of this
Agreement.

         "UCC" means the Uniform Commercial Code, as amended from time to time,
and any successor statute.

         "Unfinanced Capital Expenditures" will be calculated as illustrated in
Exhibit 4.3(C).

         "Unqualified" has the meaning ascribed thereto in subsection 4.3(B)
hereof.

         "Voting Securities" means any class of Equity Interests of a Person
pursuant to which the holders thereof have, at the time of determination, the
general voting power ("Voting Power") under ordinary circumstances to vote for
the election of directors, managers, trustees or general partners of such Person
(irrespective of whether or

                                                                Page 94

not at the time any other class or classes will have or might have voting power
by reason of the happening of any contingency).

         10.2  OTHER DEFINITIONAL PROVISIONS.  References to "Sections",
"subsections", "Exhibits" and "Schedules" shall be to Sections, subsections,
Exhibits and Schedules, respectively, of this Agreement unless otherwise
specifically provided.  Any of the terms defined in subsection 10.1 may, unless
the context otherwise requires, be used in the singular or the plural depending
on the reference.  In this Agreement, "hereof," "herein," "hereto," "hereunder,"
"hereinbefore" and the like mean and refer to this Agreement as a whole and not
merely to the specific section, paragraph or clause in which the respective word
appears; words importing any gender include the other gender; references to
"writing" include printing, typing, lithography and other means of reproducing
words in a tangible visible form; the words "including," "includes" and
"include" shall be deemed to be followed by the words "without limitation";
references to agreements and other contractual instruments shall be deemed to
include subsequent amendments, assignments, and other modifications thereto, but
only to the extent such amendments, assignments and other modifications are not
prohibited by the terms of this Agreement or any other Loan Document; references
to Persons include their respective permitted successors and assigns or, in the
case of governmental Persons, Persons succeeding to the relevant functions of
such Persons; and all references to statutes and related regulations shall
include any amendments of same and any successor statutes and regulations.

         Witness the due execution hereof by the respective duly authorized
officers of the undersigned as of the date first written above.

                             NATIONAL FIBERSTOK
                             CORPORATION

                             By:  /s/ Robert S. Webster
                                  ---------------------

                             Title:    Executive Vice
                                       President

                                                                Page 95

                             LABEL ART, INC.

                             By:  /s/ Robert S. Webster
                                  ---------------------

                             Title:  Secretary

                             INFOSEAL INTERNATIONAL INC.

                             By:  /s/ Robert S. Webster
                                  ---------------------

                             Title:  Secretary

                             GOVERNMENT FORMS AND
                               SYSTEMS, INC.

                             By:  /s/ Robert S. Webster
                                  ---------------------

                             Title:  Secretary

                             PUTNAM GRAPHIC
                               INNOVATIONS, INC.

                             By:  /s/ Robert S. Webster
                                  ---------------------

                             Title:  Secretary

                             SHORT RUN LABELS, INC.

                             By: /s/ Robert S. Webster
                                 ----------------------

                             Title:  Secretary

                             BOHARB CORPORATION

                             By: /s/ Robert S. Webster
                                 ----------------------

                             Title:  Secretary

                             A/L SYSTEMS INC.

                                                                Page 96

                             By: /s/ Robert S. Webster
                                 ----------------------

                             Title:  Secretary

                             HELLER FINANCIAL, INC.,
                               as Agent and Lender

                             By: /s/ Michael S. Sznajder
                                 ------------------------

                             Title:  Vice President

                             Commitment to Make
                             Revolving Loans:  $20,000,000
                             Percentage of Revolving Loan
                             Commitment:              100%

                                                                 SCHEDULE 3.1(F)

                                EXISTING INDEBTEDNESS

1.  Capitalized Lease of $2,200,000 with the CIT Group.

                                                             SCHEDULE 3.2(A)(10)

                                    EXISTING LIENS

a)  Fleet Bank - security interest in accounts, accounts receivable, demand
    deposits, cash collateral, contracts, contract rights, notes, bills,
    drafts, chattel paper, choices in action, tax refund, insurance proceeds
    and all other obligations owing to Label Art, Inc. in order to secure
    $100,000 Letter of Credit in connection with workman's compensation plan.

                                                                    SCHEDULE 3.4

                                CONTINGENT OBLIGATIONS

    The following employees of NFC are entitled to the continuation of their
current base compensation for the period of time set forth opposite their
respective names in the event that they are terminated for any reason other than
an illegal act; such severance would also be applicable should employment
terminate as a result of a transfer in ownership of DEC:

         Robert M. Miklas - one year
         Jack Resnick - one year
         Robert B. Webster - nine months
         Thomas J. Cobery - nine months

                                                                    SCHEDULE 3.8

                                AFFILIATE TRANSACTIONS

a)  Advisory Services Agreement

    NFC maintains an Advisory Services Agreement (the "Advisory Services
    Agreement") with MDC Management Company II, L.P. ("MDC Management"), an
    affiliate.  Under the Advisory Services Agreement, MDC Management provides
    certain consulting, financial, and managerial functions to the NFC for a
    fee initially in an amount not to exceed $350,000 in any fiscal year, which
    amount may be increased to an amount not to exceed $500,000 in any fiscal
    year with the approval of the members of the Board of Directors of NFC who
    do not have a direct financial interest in any person receiving such
    payments under the Advisory Services Agreement.

b)  NFC has agreed to pay the reasonable fees of and reasonable compensation to
    its board of directors.  Additionally, NFC will, based upon a good faith
    determination of its board of directors, provide indemnification to its own
    and its subsidiaries, officers, directors, consultants and employees.

c)  NFC intends to purchase notes payable by shareholders of DEC from certain
    affiliates of McCown De Leeuw & Co. in an aggregate amount not to exceed
    $685,000.

d)  NFC is liable for up to $30,000 in relocation expenses for Frank Neubauer.

                                                                    SCHEDULE 3.9

                           MANAGEMENT FEES AND COMPENSATION

a)  See Schedule 3.8 items (a) & (b)

b)  NFC has agreed to pay John Weil $8,000 per year in consulting fees.

                                                                   SCHEDULE 3.10

                                 BUSINESS DESCRIPTION

The manufacturing, sales and distribution of mailers products, direct marketing
products and services, envelopes and labels, and related activities.

                                                                    SCHEDULE 5.3

                                VIOLATIONS, CONFLICTS,
                                BREACHES AND DEFAULTS

                                         NONE

                                                                 SCHEDULE 5.4(A)

                            JURISDICTIONS OF INCORPORATION

         All Loan Parties are organized under the laws of the State of
Delaware.

                                                                SCHEDULE 5.4(B)
                                                                    Page 1 of 3

                                    CAPITALIZATION

AUTHORIZED ISSUED PAR COMPANY SHARES SHARES VALUE SHAREHOLDERS - -------------------------------------------------------------------------------------------- DEC - --- Class A Common Stock 4,000,000 2,512,551 .0001 See page 3 of 3 Class B Common Stock 300,000 0 .0001 None Preferred Stock (as of June 250,000 10,000 .0001 TCW/Crescent 28, 1996) Mezzanine L.L.C. - -------------------------------------------------------------------------------------------- Warrants/Options - See page 2 of 3 - -------------------------------------------------------------------------------------------- NFC Common Stock 300,000 283,807 $0.01 DEC - -------------------------------------------------------------------------------------------- PUTNAM GRAPHIC INNOVATIONS, INC. Common Stock 20,000 100 $0.01 NFC - -------------------------------------------------------------------------------------------- GOVERNMENT FORMS & SYSTEMS, INC. Common Stock 10,000 110 $1.00 NFC - -------------------------------------------------------------------------------------------- INFOSEAL INTERNATIONAL, INC. Common Stock 50,000 50,000 No NFC - -------------------------------------------------------------------------------------------- LABEL ART, INC. Common Stock 3,000,000 1,410,476 $0.01 NFC - -------------------------------------------------------------------------------------------- A/L SYSTEMS, INC. Common Stock 1,000 1,000 No Boharb Corporation - -------------------------------------------------------------------------------------------- BOHARB CORPORATION Common Stock 1,000 1,000 No Label Art, Inc. - -------------------------------------------------------------------------------------------- SHORT RUN LABELS, INC. Common Stock 3,000 100 $0.01 Label Art, Inc.
SCHEDULE 5.4(B) Page 2 of 3 PREEMPTIVE OR OTHER OUTSTANDING RIGHTS, OPTIONS, WARRANTS, CONVERSION RIGHT OR SIMILAR RIGHTS FOR PURCHASE OF DEC CAPITAL STOCK Warrants to purchase 132,240 shares of common stock issued to the holders of the Preferred Stock; such warrants have preemptive rights Options to purchase 248,847 shares of common stock issued to the management of NFC and subsidiaries SCHEDULE 5.4(B) Page 3 of 3 STOCKHOLDERS OF DEC INTERNATIONAL, INC. STOCKHOLDER BALANCE McCown De Leeuw & Co. II, L.P. 1,403,104.11 McCown De Leeuw Associates, L.P. 755,603.21 MDC/JAFCO Ventures, L.P. 52,174.00 Glenn McKenzie 9,293.68 Robert Miklas 57,736.00 William Britts 34,642.00 David Sinaway 13,857.00 Steve Hart 13,857.00 Wayne Dodson 13,857.00 Wendell Johnson 5,774.00 Scott Ebert 11,814.00 Robert Oliver 10,355.00 Greg Davis 4,619.00 Larry Quibel 5,774.00 Dalton Miller 40,415.00 Fred Tucker 23,094.00 Ray Lunsford 23,094.00 Jim Martin 13,857.00 Tom Koogler 13,857.00 Clay Bear, Jr. 5,774.00 SCHEDULE 5.4 (D) Page 1 of 2 FOREIGN QUALIFICATIONS DEC INTERNATIONAL, INC. Georgia NATIONAL FIBERSTOK CORPORATION Arkansas - (Transkrit) California Florida Georgia Illinois - (Transkrit) Kentucky Ohio - (Transkrit) Nevada - (Transkrit) Pennsylvania South Carolina Virginia LABEL ART, INC. Arkansas California New Hampshire SHORT RUN LABELS, INC. California Maryland A/L SYSTEMS, INC. Massachusetts PUTNAM GRAPHIC INNOVATIONS, INC. New York SCHEDULE 5.4 (D) Page 2 of 2 INFOSEAL INTERNATIONAL, INC. Virginia GOVERNMENT FORMS & SYSTEMS, INC. Pennsylvania New York New Jersey SCHEDULE 5.5 Financial Statements Not PREPARED IN ACCORDANCE WITH GAAP a) Supplemental Combined Adjusted Historical Data contained on page 10 of the Final Offering Memorandum dated June 21, 1996. SCHEDULE 5.6 INTELLECTUAL PROPERTY a) Label Art, Inc. was recently notified by a company called Label Art of California (a direct selling label company selling primarily in the State of California) that it considers the use of the name "Label Art" in California to be theirs. Both companies, ours and theirs, have been in existence since the 1960's and neither company has invoked all measures necessary to protect their trademark. Our Label Art was in existence before Label Art in California. Our attorney has suggested several alternatives to their attorney as to how the dispute might be resolved and we are awaiting a response as of May 9, 1996. A meeting between Tom Cobery and the son of the owner took place the week of May 13, 1996, and a follow up meeting is schedule for early June. At the present time, Label Art of California is insisting that we drop the use of the name "Label Art" in their sales territory. Further meetings and advice from our legal counsel is presently being contemplated. b) Label Art has recently contacted 3 other companies (Label Arts Incorporated in Kemps, Texas, Labelart Printing Corp., NY, NY and Label Art New York Inc. (affiliated with Label Art California)) asking each to cease and desist using the Label Art name. SCHEDULE 5.7 Page 1 of 2 INVESTIGATIONS AND AUDITS (A) 1. The following purchased companies could be found to have nexus in various states for which no state income tax and/or sales tax are paid TRANSKRIT CORPORATION TAXES NOT FILED STATE NAME INCOMES (I)/SALES TAX (S) ---------- ------------------------- Tennessee I Connecticut I Massachusetts I Georgia I New Jersey I PUTNAM GRAPHIC INNOVATIONS, INC. TAXES NOT FILED STATE NAME INCOMES (I)/SALES TAX (S) ---------- ------------------------- Pennsylvania S Florida I/S Illinois S New Jersey I LABEL ART, INC. TAXES NOT FILED STATE NAME INCOMES (I)/SALES TAX (S) ---------- ------------------------- Texas I/S Georgia I/S Pennsylvania I/S Illinois I/S Massachusetts I/S SCHEDULE 5.7 Page 2 0f 2 (b) Transkrit Corp. is currently being audited by the following states: New York: Sales Tax through May 31, 1993 and Income Tax through December 31, 1994 Arkansas: Sales Tax and Income Tax through December 31, 1995. Nevada: Sales Tax through December 31, 1993. SCHEDULE 5.8 EMPLOYEE MATTERS 1. Employees' Retirement Plan of National Fiberstok Corporation 2. Transkrit Corporation Employees' Pension Plan SCHEDULE 5.10 1. Employees' Retirement Plan of National Fiberstok Corporation 2. Transkrit Corporation Employees' Pension Plan SCHEDULE 10.1(A) PRO FORMA See Attachment SCHEDULE 10.1(A) Page 2 EXHIBIT 1.2(G) LIBOR RATE LOAN REQUEST NATIONAL FIBERSTOK CORPORATION 5775 PEACHTREE DUNWOODY ROAD SUITE C150 ATLANTA, GEORGIA 30342 Date: __________, ____ Heller Financial, Inc., as Agent 500 West Monroe Street Chicago, Illinois 60661 Attention: Account Analyst Corporate Finance Group Ladies and Gentlemen: We refer to the Credit Agreement dated as of June 28, 1996 (as the same has been or may hereafter be amended, modified or supplemented, the "Credit Agreement") by and among National Fiberstok Corporation, as Borrowers' Representative and a Borrower, Label Art, Inc., InfoSeal International Inc., Government Forms and Systems, Inc., Putnam Graphic Innovations, Inc., Short Run Labels, Inc., Boharb Corporation and A/L Systems Inc., each individually as a Borrower and collectively as Borrowers, Heller Financial, Inc. as Agent and a Lender ("Heller"), and such other persons executing that agreement as Lenders from time to time. Capitalized terms used but not defined herein have the meanings given to them in the Credit Agreement. Pursuant to subsection 1.2(G) of the Credit Agreement, National Fiberstok Corporation hereby: (1) gives notice that on _________________, ____ it desires to borrow an aggregate principal amount of $_____________ under the Revolving Loan Commitment, which shall be a LIBOR Loan [must be a minimum of $500,000 and SCHEDULE 10.1(A) Page 3 integral multiples of $10,000 in excess thereof]. The LIBOR Loan shall have an Interest Period of ________________ days [insert 30, 60, 90 or 180]; or (2) makes a request to: (a) convert $__________________ [to convert to a LIBOR Loan, said amount must be a minimum of $500,000 and integral multiples of $10,000 in excess thereof] of presently outstanding [Base Rate/LIBOR] Revolving Loans [with an Interest Period expiration date of__________________, _____] to [Base Rate/LIBOR Loans] on _______________, ______. If converting to LIBOR Loans, the Interest Period for such LIBOR Loans is requested to be a [thirty/sixty/ninety/one hundred eighty] day period. (b) continue as LIBOR Loans $____________ [must be a minimum of $500,000 and integral multiples of $10,000 in excess thereof] of presently outstanding LIBOR Loans constituting Revolving Loans with an Interest Period expiration date of _________________, ________. The Interest Period for such LIBOR Loans is requested to be a [thirty/sixty/ninety/ one hundred eighty] day period. The undersigned hereby certifies that, both before and after giving effect to the advance, conversion or continuation request above (i) all of the representations and warranties contained in the Credit Agreement and the other Loan Documents, together with all supplemental disclosures delivered to Heller prior to the date hereof, are true, correct and complete in all material respects as of the date hereof, and (ii) no Default or Event of Default has occurred and is continuing on the date hereof. Sincerely, NATIONAL FIBERSTOK CORPORATION By:__________________________ Its: _____________________ EXHIBIT 4.3(C) COMPLIANCE CERTIFICATE NATIONAL FIBERSTOK CORPORATION Date: __________, ____ This certificate is given by National Fiberstok Corporation, a Delaware corporation ("NFC"), pursuant to subsection 4.3(C) of that certain Credit Agreement dated as of June 28, 1996 among NFC, as Borrowers' Representative and a Borrower, Label Art, Inc., InfoSeal International Inc., Government Forms and Systems, Inc., Putnam Graphic Innovations, Inc., Short Run Labels, Inc., Boharb Corporation and A/L Systems Inc., each individually as a Borrower and collectively as Borrowers, Heller Financial, Inc. as Agent and a Lender, and such other persons executing that agreement as Lenders from time to time, as such agreement may have been amended, restated, supplemented or otherwise modified from time to time (the "Credit Agreement"). Capitalized terms used herein without definition shall have the meanings set forth in the Credit Agreement. The officer executing this certificate is the Chief Financial Officer [Chief Executive Officer] of NFC and as such is duly authorized to execute and deliver this certificate on behalf of Borrower. By executing this certificate such officer hereby certifies to Agent and Lenders that: (a) the financial statements delivered with this certificate in accordance with subsection 4.3(A) and/or 4.3(B) of the Credit Agreement fairly present in all material respects the results of operations and financial condition of Borrowers and their Subsidiaries as of the dates of such financial statements; (b) I have reviewed the terms of the Credit Agreement and the Revolving Notes and have made, or caused to be made under my supervision, a review in reasonable detail of the transactions and conditions of Borrowers and their Subsidiaries during the accounting period covered by such financial statements; (c) such review has not disclosed the existence during or at the end of such accounting period, and I have EXHIBIT 4.3(C) Page 2 no knowledge of the existence as of the date hereof, of any condition or event that constitutes a Default or an Event of Default, except as set forth in Exhibit A hereto which includes a description of the nature and period of existence of such Default or an Event of Default and what action Borrower has taken, is undertaking and proposes to take with respect thereto; and (d) Each Borrower is in compliance with the covenants contained in Section 4 of the Credit Agreement, as demonstrated below, except as set forth below or described in Exhibit A. IN WITNESS WHEREOF, NFC has caused this Certificate to be executed by its Chief Financial Officer [Chief Executive Officer] this ________ day of , ________. NATIONAL FIBERSTOK CORPORATION By____________________________ Chief Financial Officer [Chief Executive Officer] EXHIBIT A to EXHIBIT 4.3(C) COMPLIANCE CERTIFICATE Capital Expenditures Capital Expenditures are defined as follows: Amount capitalized as capital expenditures for the period, under GAAP, as property, plant, and equipment or similar fixed asset accounts $_________ Plus: deposits made in the period in connection with property, plant, and equipment; less deposits of a prior period included above _________ Less: Net Proceeds of Asset Dispositions included in capital expenditures above Capital Expenditures _________ Less: Portion of Capital Expenditures financed under capital _________ leases or other Indebtedness permitted under the Credit Agreement (Indebtedness, for this purpose, does not include drawings under the Revolving Loan Commitment) Unfinanced Capital Expenditures (used in calculation of Fixed Charge Coverage) $_________ EXHIBIT A Page 2 EBIDAT EBIDAT is defined as follows: Net income (or loss) for the period of $________ Borrowers and their Subsidiaries on a consolidated basis determined in accordance with GAAP, but excluding: (a) the income (or loss) of any Person (other than any Subsidiary of any Borrower) in which any Borrower or any of its Subsidiaries has an ownership interest unless received by any Borrower or its Subsidiary in a cash distribution; and (b) the income (or loss) of any Person accrued prior to the date it became a Subsidiary of any Borrower or is merged into or consolidated with any Borrower Plus: Any provision for (or less any benefit $________ from) income and franchise taxes included in the determination of net income Interest expense deducted in the $________ determination of net income Amortization and depreciation deducted $________ in determining net income Losses (or less gains) from Asset $________ Dispositions or other non-cash items included in the determination of net income (excluding sales, expenses or losses related to current assets) Extraordinary losses (or less gains), as $________ defined under GAAP, net of related tax effects Expenses of the Related Transactions $________ included in the determination of net income provided that such expenses were included in the Pro Forma, or disclosed in the notes thereto Less: Expenditures pursuant to the last sentence of subsection 4.4 applicable to, but not included in, the Pro Forma; including expenditures during the period made in connection with the Related Transactions and payment of liabilities existing on the Closing Date EBIDAT $________ EXHIBIT A Page 3 COVENANT 4.1 FIXED CHARGE COVERAGE Fixed Charge Coverage is defined as follows: Fixed Charges (without duplication): Interest expense, net of interest income, $_________ included in the determination of net income, including, without limitation, all accrued interest, dividends (payable in such period whether or not paid, declared or accrued) and the interest portion of capitalized lease obligations Less: Amortization of capitalized fees and expenses incurred with respect to the _________ Related Transactions included in interest expense Interest paid in kind and included in interest expense Interest Expenses $_________ Plus: Any provision for (benefit from) income or franchise taxes included in the _________ determination of net income Decreases (or less increases) in long- _________ term and short-term deferred tax liabilities Increases (or less decreases) in long- _________ term and short-term deferred tax assets Scheduled payments of principal with respect to all Indebtedness (including _________ the principal portion of scheduled payments of capital lease obligations) of Borrowers and their Subsidiaries on a consolidated basis, but excluding reductions of the Revolving Loan Prepayments of the Senior Notes which are made (i) out of Operating Cash Flow, _________ or (ii) pursuant to transactions which are not permitted under the Credit Agreement Restricted Junior Payments made in cash _________ Fixed Charges $_________ Operating Cash Flow: EBIDAT (defined above) $_________ Less: Unfinanced Capital Expenditures (defined _________ above) EXHIBIT A Page 4 Other capitalized costs, defined as the gross amount capitalized, for any fiscal _________ period, as long term assets (net of cash received in respect of long term assets), other than (a) Capital Expenditures and (b) fees and expenses capitalized with respect to the Related Transactions Operating Cash Flow $_________ Fixed Charge Coverage (Operating Cash Flow _________ DIVIDED BY Fixed Charges) Required Fixed Charge Coverage _________ In Compliance YES/NO EXHIBIT A Page 5 COVENANT 4.2 TOTAL INDEBTEDNESS TO OPERATING CASH FLOW RATIO Total Indebtedness: Outstanding principal balance of the Revolving $________ Loans on the last day of the applicable period Plus: Outstanding principal balance of the $________ Senior Notes Outstanding capital lease obligations of $________ Borrowers and their Subsidiaries Outstanding principal balance of all $________ other Indebtedness for borrowed money of Borrowers and their Subsidiaries Less: Cash on the balance sheets of $________ Borrowers and their Subsidiaries Total Indebtedness $__________ Operating Cash Flow (defined above) $__________ Total Indebtedness to Operating Cash Flow Ratio ___ to ___ Required Total Indebtedness to Operating Cash Flow ___ to ___ In Compliance Yes/No EXHIBIT A to EXHIBIT 4.3(C) EXHIBIT 4.3(E) BORROWING BASE CERTIFICATE NATIONAL FIBERSTOK CORPORATION Date: __________, ____ This certificate is given by National Fiberstok Corporation, a Delaware corporation ("NFC"), pursuant to subsection 4.3(E) of that certain Credit Agreement dated as of June 28, 1996 among NFC, as Borrowers' Representative and a Borrower, Label Art, Inc., InfoSeal International Inc., Government Forms and Systems, Inc., Putnam Graphic Innovations, Inc., Short Run Labels, Inc., Boharb Corporation and A/L Systems Inc., each individually as a Borrower and collectively as Borrowers, Heller Financial, Inc. as Agent and a Lender, and such other persons executing that agreement as Lenders from time to time, as such agreement may have been amended, restated, supplemented or otherwise modified from time to time (the "Credit Agreement"). Capitalized terms used herein without definition shall have the meaning set forth in the Credit Agreement. The officer executing this certificate is the Chief Financial Officer [Chief Executive Officer] of NFC and as such is duly authorized to execute and deliver this certificate on behalf of NFC. By executing this certificate such officer hereby certifies to Agent and Lenders that: (a) Attached is a schedule of the Borrowing Base (Exhibit A) of Borrowers as of the above date and the calculations made with respect thereto; (b) based on such schedule, the Borrowing Base as the above date is: $________________________ IN WITNESS WHEREOF, NFC has caused this Certificate to be executed by its Chief Financial Officer [Chief Executive Officer] this ______ day of ______, ________. NATIONAL FIBERSTOK CORPORATION By:________________________ Chief Financial Officer [Chief Executive Officer] EXHIBIT A to EXHIBIT 4.3(E) BORROWING BASE CERTIFICATE Accounts of Borrowers reflected on Borrowers' consolidated balance sheet (as of the date above). Less Ineligible Accounts: (a) Accounts which, at the date of issuance of the respective invoice therefor, were payable more than thirty (30) days after the date of issuance of such invoice; $______________ (b) Accounts which remain unpaid for more than sixty (60) days after the due date specified in the original invoice or for more than ninety (90) days after invoice date if no due date was specified; ______________ (c) Accounts due from a customer whose principal place of business is located outside the United States of America unless such Account is (i) due from a customer whose principal place of business is located in Canada (provided that Borrowers shall have executed and filed, if necessary, any and all documents, agreements and financing statements requested by Agent and Agent shall have been granted a valid, enforceable first priority security interest in and lien on such Accounts, in form and substance satisfactory to Agent) or (ii) backed by a letter of credit issued or confirmed by a bank that is organized under the laws of the United States of America or a State thereof and has capital and surplus in excess of $500,000,000 (provided that such letter of credit has been delivered to Agent as additional collateral under the Security Documents); ______________ (d) Accounts due from a customer which Agent has notified Borrowers' Representative does not have a satisfactory credit standing (as determined in the sole discretion of Agent); ______________ (e) Accounts with respect to which the customer is the United States of America or any department, agency or instrumentality thereof unless Borrowers have, with respect to such Accounts, complied with the Federal Assignment of Claims Act (31 U.S.C. Section 3727); ______________ (f) Accounts with respect to which the customer is an Affiliate of any Borrower or a director, officer, agent, stockholder or employee of any Borrower or any of its Affiliates; ______________ (g) Accounts due from a customer if more than twenty-five (25%) of the aggregate amount of Accounts (other than disputed accounts) of such customer have at the time remained unpaid for more than ninety (90) days after invoice date; ______________ (h) Accounts with respect to which there is any unresolved dispute with the respective customer (but only to the extent of such dispute); ______________ (i) Accounts evidenced by an instrument (as defined in Article 9 of the UCC) not in the possession of any Lender; ______________ (j) Accounts with respect to which Lenders do not have a valid, first priority and fully perfected security interest and Accounts subject to any Lien except those in favor of Agent and Permitted Encumbrances; ______________ (k) Accounts with respect to which the customer is the subject of any bankruptcy or other insolvency proceeding; ______________ (l) Accounts due from a customer to the extent that such Accounts exceed in the aggregate an amount equal to twenty percent (20%) of the aggregate of all Accounts at said date; ______________ (m) Accounts with respect to which the customer's obligation to pay is conditional or subject to a repurchase obligation or right to return, including bill and hold sales, guarantied sales, sale or return transactions, sales on approval or consignment sales; ______________ (n) Accounts with respect to which the customer is located in New Jersey, or any other state denying creditors access to its courts in the absence of a Notice of Business Activities Report or other similar filing, unless Borrower has either qualified as a foreign corporation authorized to transact business in such state or has filed a Notice of Business Activities Report or similar filing with the applicable state agency for the then current year; ______________ (o) Accounts representing transactions that were previously invoiced by any Borrower which are payable more than ninety (90) days after the date of the original invoice or which remain unpaid for more than ninety (90) days after the date of the original invoice; and ______________ (p) Accounts as to which the representations contained in Section 5.6 of the Security Agreement are not true. ______________ Total Ineligible Accounts $______________ Total Eligible Accounts (Accounts less Total Ineligible $______________ Accounts) Advance Rate 80% Accounts Availability $______________ Inventory owned by, and in the possession of any Borrower, and located in the United States of America, reflected on Borrowers' consolidated balance sheet (as of the date above), valued at the lower of cost or market (including $______________ adequate reserves for obsolete, slow moving or excess quantities), on a first-in, first-out basis. Less Ineligible Inventory: (a) Inventory with respect to which Agent does not have a valid, first priority and fully perfected security interest. ______________ (b) Inventory with respect to which there exists any Lien (other than Permitted Encumbrances) in favor of any Person other than Agent. ______________ (c) Inventory produced in violation of the Fair Labor Standards Act and subject to the so-called "hot goods" provisions contained in Title 25 U.S.C. 215(a)(i). ______________ (d) Work-in-process. ______________ (e) Inventory which Agent determines, in the exercise of reasonable discretion and in accordance with Borrowers' customary business practices, to be unacceptable for borrowing purposes due to age, quality, type, category and/or quantity. ______________ (f) Inventory as to which the representations contained in Section 5.7 of the Security Agreement are not true. ______________ Total Ineligible Inventory $______________ Total Eligible Inventory (Inventory less Total Ineligible $______________ Inventory) Advance Rate 50% Inventory Availability $______________ Plus: Accounts Availability $______________ Minus: Outstanding Risk Participation Liability $______________ Borrowing Base $______________ EXHIBIT 10.1(A) REVOLVING NOTE $20,000,000 New York, New York June 28, 1996 FOR VALUED RECEIVED, the undersigned, NATIONAL FIBERSTOK CORPORATION, a Delaware corporation, with its principal place of business at 5775 Peachtree Dunwoody Road, Suite C150, Atlanta, Georgia, 30342, LABEL ART, INC., a Delaware corporation, with its principal place of business at 1 Riverside Way, Wilton, New Hampshire, 03086, INFOSEAL INTERNATIONAL INC., a Delaware corporation, with its principal place of business at 1825 Blue Hills Circle, NE, Roanoke, Virginia, 24012, GOVERNMENT FORMS AND SYSTEMS, INC., a Delaware corporation, with its principal place of business at 1825 Blue Hills Circle, NE, Roanoke, Virginia, 24012, PUTNAM GRAPHIC INNOVATIONS, INC., a Delaware corporation, with its principal place of business at 1825 Blue Hills Circle, NE, Roanoke, Virginia, 24012, SHORT RUN LABELS, INC., a Delaware corporation, with its principal place of business at 1681 Industrial Way, San Carlos, California, 94070, BOHARB CORPORATION, a Delaware corporation, with its principal place of business at 1 Riverside Way, Wilton, New Hampshire, 03086, and A/L SYSTEMS INC., a Delaware corporation, with its principal place of business at 1 Riverside Way, Wilton, New Hampshire, 03086 (hereinafter jointly and severally referred to as the "Maker"), hereby promises to pay to the order of HELLER FINANCIAL, INC., a Delaware corporation ("Heller"), with a place of business at 101 Park Avenue, New York, New York 10178 (hereinafter together with any other holder hereof referred to as the "Holder"), by wire transfer to the account of Heller, as Agent (as defined in the Credit Agreement referred to below), ABA No. 071 000 013, Account No. 55-00540 at The First National Bank of Chicago, One First National Plaza, Chicago, Illinois 60670, Reference: DEC or at such other place or places and to such account or accounts as Holder may direct from time to time by notice to Maker in accordance with the Credit Agreement (as hereinafter defined), in lawful money of the United States in immediately available funds, the principal amount equal to TWENTY MILLION DOLLARS ($20,000,000) or, if less, the actual outstanding principal amount of advances under the Revolving Loan (as defined in the Credit Agreement) advanced or issued for the account of Maker by Holder pursuant to the Credit Agreement, payable, subject to the fourth paragraph hereof, on or before June 28, 2001, as provided in subsection 1.5 of the Credit Agreement. Interest shall accrue on the outstanding principal amount hereof in accordance with the Credit Agreement and shall be payable on such dates and in such amounts as determined in accordance with the Credit Agreement. In no contingency or event whatsoever, shall the interest rate charged pursuant to the terms of this Note exceed the maximum amount of interest permitted by applicable law. In the event that a court of competent jurisdiction determines that the Credit Agreement provides for EXHIBIT 10.1(A) Page 2 interest in excess of the maximum amount of interest permitted by applicable law, the provisions of subsection 1.2(F) of the Credit Agreement shall apply. The date and amount of each advance under the Revolving Loan and other financial accommodations made to Maker, each payment made on account of principal thereof and each payment of interest thereon shall, subject to subsection 1.6 of the Credit Agreement, be recorded by Agent in its books and records relating to the Revolving Loan, which books and records shall be presumed correct and accurate and shall constitute an account stated between Maker and Holder. This Note is issued to evidence a Revolving Loan made pursuant to the provisions of subsection 1.1(A) of a Credit Agreement dated as of June 28, 1996 by and among Maker, Heller as Agent and a Lender, and such other persons executing that Agreement as Lenders (the "Lenders") (as from time to time in effect, the "Credit Agreement") as to which reference is hereby made for a statement of the terms, conditions and covenants under which the indebtedness evidenced hereby was and will be made and is to be repaid, including those related to the acceleration of the indebtedness represented hereby upon the occurrence of an Event of Default (as defined in the Credit Agreement) or upon the termination of the financing of which this Note is part pursuant to the Credit Agreement. Payment of this Note is secured by the Collateral (as defined in the Credit Agreement), including, without limitation, all capital stock and other property pledged pursuant to the Security Documents (as defined in the Credit Agreement), all real property mortgaged pursuant to the Credit Agreement, if any, and any property or interest, tangible or intangible and the proceeds thereof provided in addition to or in substitution for any of the foregoing. Revolving loans evidenced by this Note may be repaid and reborrowed as provided in the Credit Agreement. This Note is subject to mandatory prepayment as provided in the Credit Agreement. Holder shall not be required to look to the Collateral for the payment of this Note, but may proceed against Maker, in such manner as it deems desirable. None of the rights or remedies of Holder hereunder are to be deemed waived or affected by failure or delay on the part of Holder to exercise the same. All remedies conferred upon Holder by this Note or any other instrument or agreement shall be cumulative and none is exclusive, and such remedies may be exercised concurrently or consecutively at Holder's option. Maker hereby waives presentment, demand for payment, protest and notice of protest, notice of dishonor and all other notices in connection with this Note. This Note has been executed and delivered in New York, New York and shall be governed by the laws of the State of New York without giving effect to principles of conflicts of law. EXHIBIT 10.1(A) Page 3 WITNESS the hand and seal of Maker. NATIONAL FIBERSTOK CORPORATION By____________________________ Name: Title: Attest:____________________ Name: Title: LABEL ART, INC. By____________________________ Name: Title: Attest:____________________ Name: Title: INFOSEAL INTERNATIONAL INC. By____________________________ Name: Title: Attest:____________________ Name: Title: EXHIBIT 10.1(A) Page 4 GOVERNMENT FORMS AND SYSTEMS, INC. By____________________________ Name: Title: Attest:____________________ Name: Title: PUTNAM GRAPHIC INNOVATIONS, INC. By____________________________ Name: Title: Attest:____________________ Name: Title: SHORT RUN LABELS, INC. By____________________________ Name: Title: Attest:____________________ Name: Title: EXHIBIT 10.1(A) Page 5 BOHARB CORPORATION By____________________________ Name: Title: Attest:____________________ Name: Title: A/L SYSTEMS INC. By____________________________ Name: Title: Attest:____________________ Name: Title:

Basic Info X:

Name: CREDIT AGREEMENT
Type: Credit Agreement
Date: July 26, 1996
Company: NATIONAL FIBERSTOK CORP
State: Delaware

Other info:

Date:

  • June 19 , 1996
  • March 31 , 1997
  • September 30 , 1996
  • September 30 , 1997
  • December 31 , 1996
  • December 31 , 1997
  • 88-16
  • March 31 , 1996
  • Saturday
  • Sunday
  • June 15 , 1996
  • last day of each calendar quarter
  • June 30 , 1997
  • June 21 , 1996
  • May 9 , 1996
  • May 13 , 1996
  • May 31 , 1993
  • December 31 , 1994
  • December 31 , 1995
  • December 31 , 1993
  • thirty 30
  • June 28 , 2001
  • June 28 , 1996

Organization:

  • B Letters of Credit
  • D Computation of Interest and Related Fees
  • E Default Rate of Interest
  • LIBOR Rate Election
  • C Foreign Lenders
  • 2.2 Maintenance of Properties ; Insurance
  • 3.9 Management Fees and Compensation
  • Fixed Charge Coverage
  • 4.3 Financial Statements
  • Borrower Compliance Certificate
  • E Borrowing Base Certificate
  • Agings ; Schedule of Inventory
  • Purposes of Calculations Under Agreement
  • Organization and Powers
  • 5.5 Financial Statements
  • 5.8 Employee Matters
  • E Other Defaults Under Loan Documents
  • N Environmental Matters
  • O Invalidity of Loan Documents
  • R Failure of Security
  • 6.2 Suspension of Commitments
  • B Nature of Duties
  • H Collateral Matters
  • Waivers for Certain Actions
  • C Return of Payments
  • Independent Nature of Lenders
  • Jurisdiction and Service of Process
  • Rogers Communications , Inc.
  • DEC International , Inc.
  • Obligations of Borrowers
  • Risk Participation Liability
  • Event of Default or Default
  • Maximum Revolving Loan Balance
  • Board of Governors of the Federal Reserve System in Federal Reserve
  • Reuters Screen LIBO Page
  • Chase Manhattan Bank
  • First National Bank of Chicago One First National Plaza Chicago
  • Certificate of Exemption or Letter of Non-Exemption
  • Default of Event of Default
  • United States Government
  • Standard & Poor 's Corporation
  • Moody's Investors Service
  • District of Columbia
  • Federal Deposit Insurance Corporation
  • Securities Investor Protection Corporation
  • Statement of Auditing Standards No
  • Projections of Borrowers
  • Securities and Exchange Commission
  • Arthur Andersen LLP
  • KPMG Peat Marwick LLP
  • Internal Revenue Service
  • Voting Securities of DEC
  • Equity Interests of DEC
  • Pro Rata Share of the Revolving Loan Commitment
  • Lender Letters of Credit
  • Risk Participation Agreements
  • Loan Documents Agent
  • Requisite Lenders and Borrowers
  • Pro Rata Shares
  • FIBERSTOK CORPORATION 5775 Peachtree Dunwoody Road Suite
  • Portfolio Manager Portfolio Organization Corporate Finance Group Telecopy
  • Legal Department Portfolio Organization Corporate Finance Group Telecopy
  • NASDAQ National Market System
  • Generally Accepted Accounting Principles
  • Auditing Standards Board of the American Institute of Certified Public Accountants
  • Financial Accounting Standards Board
  • Wilmington Trust Company
  • Material Adverse Effect
  • Related Transactions Documents
  • Rice Mezzanine Lenders
  • Lender Letter of Credit
  • Securities Purchase Agreement
  • Advisory Services Agreement NFC
  • MDC Management Company II
  • Board of Directors of NFC
  • the State of Delaware
  • BALANCE McCown De Leeuw & Co.
  • McCown De Leeuw Associates
  • INC. Georgia NATIONAL FIBERSTOK
  • Transkrit California Florida Georgia Illinois
  • INC. Arkansas California New Hampshire
  • INFOSEAL INTERNATIONAL , INC. Virginia GOVERNMENT
  • Supplemental Combined Adjusted Historical Data
  • Label Art of California
  • Labelart Printing Corp.
  • Label Art New York Inc.
  • National Fiberstok Corporation 2
  • Account Analyst Corporate Finance Group Ladies
  • Net Proceeds of Asset Dispositions
  • Total Indebtedness to Operating Cash Flow Ratio
  • Label Art , Inc.
  • Government Forms and Systems , Inc.
  • Putnam Graphic Innovations , Inc.
  • Short Run Labels , Inc.
  • Federal Assignment of Claims Act 31 U.S.C
  • Blue Hills Circle
  • AL SYSTEMS INC.
  • HELLER FINANCIAL , INC.
  • The First National Bank of Chicago
  • Maker and Holder
  • INFOSEAL INTERNATIONAL INC.

Location:

  • Etc
  • Exculpation
  • London
  • Pro Rata Shares
  • New York City
  • U.S.
  • East 52nd St.
  • L.P.
  • Arkansas
  • Kentucky Ohio
  • Pennsylvania South Carolina Virginia
  • INC. California Maryland
  • INC. Pennsylvania New York New Jersey
  • State of California
  • Kemps
  • Tennessee
  • Connecticut
  • Florida
  • Texas
  • Massachusetts
  • Nevada
  • DUNWOODY
  • Pro Forma
  • the United States of America
  • Canada
  • Atlanta
  • Georgia
  • Roanoke
  • San Carlos
  • Riverside Way
  • Wilton
  • New Hampshire
  • Delaware
  • Park Avenue
  • Chicago
  • Illinois

Money:

  • $ 10,000,000
  • $ 7,400,000
  • $ 80,000,000
  • $ 7,500,000
  • $ 2,000,000
  • $ 5,000,000
  • $ 250,000
  • $ 1,000,000
  • $ 3,000,000
  • $ 35 million
  • $ 100,000,000
  • $ 375,000
  • $ 2,200,000
  • $ 350,000
  • $ 685,000
  • $ 30,000
  • $ 8,000
  • $ 1.00
  • $ 0.01
  • $ 500,000,000
  • $ 20,000,000

Person:

  • Lien
  • Rob Miklas Telecopy
  • David King Telecopy
  • Robert S. Webster
  • Michael S. Sznajder
  • Robert M. Miklas
  • Jack Resnick
  • Robert B. Webster
  • Thomas J. Cobery
  • Frank Neubauer
  • John Weil
  • Glenn McKenzie
  • Robert Miklas
  • William Britts
  • David Sinaway
  • Steve Hart
  • Wayne Dodson
  • Wendell Johnson
  • Scott Ebert
  • Robert Oliver 10,355.00 Greg Davis
  • Larry Quibel
  • Dalton Miller
  • Fred Tucker
  • Ray Lunsford
  • Jim Martin
  • Tom Koogler
  • Tom Cobery
  • Heller

Time:

  • 11:00 a.m.
  • 2:00 p.m.
  • 1:00 p.m.
  • 3:00 p.m.
  • 4:00 p.m.

Percent:

  • 1.00 %
  • one-quarter percent
  • 2.25 %
  • one percent .0625 %
  • one-half percent
  • 0.50 %
  • 2.75 %
  • 2.00 %
  • 40 %
  • 30 %
  • ten percent
  • 10 %
  • eighty percent
  • five percent 5 %
  • two-thirds percent 66-23 %
  • 11-58 %
  • fifty percent
  • 100 %
  • twenty percent
  • 20 %
  • 80 %