THOR INDUSTRIES INC, SC 13E4, 1996-10-17

THOR INDUSTRIES INC
SC 13E4, 1996-10-17
MOTOR HOMES

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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SCHEDULE 13E-4

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ISSUER TENDER OFFER STATEMENT
(Pursuant to Section 13(e)(1) of the
Securities Exchange Act of 1934)

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THOR INDUSTRIES, INC.
(Name of Issuer and Person Filing Statement)

COMMON STOCK, PAR VALUE $0.10 PER SHARE
(Title of Class of Securities)

885160 10 1
(CUSIP Number of Class of Securities)

------------------------

WADE F. B. THOMPSON
CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER
419 WEST PIKE STREET
JACKSON CENTER, OHIO 45334
(937) 596-6849

(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of the Person Filing Statement)

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COPY TO:

ALAN SIEGEL, ESQ.
AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P.
399 PARK AVENUE
NEW YORK, NEW YORK 10022
(212) 872-1000

OCTOBER 17, 1996
(Date Tender Offer First Published, Sent or Given to Security Holders)

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<PAGE>
CALCULATION OF FILING FEE

<TABLE>
<S> <C>
TRANSACTION VALUATION(1) AMOUNT OF FILING FEE
$13,000,000 $2,600
</TABLE>

/ / Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the form
or schedule and the date of its filing.

Amount Previously Paid: N/A Filing Party: N/A

Form or Registration No.: N/A Date Filed: N/A

- ------------

(1) Estimated solely for purposes of calculating the filing fee and computed
pursuant to Rule 0-11(a)(4) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"). This amount assumes the acquisition by Thor
Industries, Inc. of 500,000 shares of its common stock at the maximum tender
offer price of $26 per share.
<PAGE>
ITEM 1. SECURITY AND ISSUER.

(a) The name of the Issuer is Thor Industries, Inc., a Delaware corporation
(the "Company"), which has its principal executive offices at 419 West Pike
Street, Jackson Center, Ohio 45334.

(b) This Schedule 13E-4 relates to the offer by the Company to purchase up
to 500,000 shares (or such lesser number of shares as are properly tendered and
not withdrawn) of its Common Stock, par value $0.10 per share (the "Shares" or
the "Common Stock"), at prices not greater than $26 nor less than $24 per Share,
net to the seller in cash (the "Purchase Price"), to be selected by the Company,
taking into account the number of Shares so tendered and the prices specified by
stockholders tendering Shares. The Company will select the lowest Purchase Price
that will allow the Company to buy up to 500,000 Shares (or such lesser number
as are properly tendered and not withdrawn) at a price not greater than $26 nor
less than $24, upon the terms and subject to the conditions set forth in the
Offer to Purchase dated October 17, 1996 (the "Offer to Purchase"), and in the
related Letter of Transmittal (which together constitute the "Offer"), copies of
which are attached as Exhibits (a)(1) and (a)(2), respectively. The Offer is
being made to all holders of Shares, including officers, directors and
affiliates of the Company. The information set forth in "Introduction," "Section
1. Number of Shares; Proration," "Section 10. Shares Outstanding and Significant
Stockholders; Certain Effects of the Offer," "Section 12. Interest of Directors
and Executive Officers; Transactions and Arrangements Concerning the Shares" and
"Section 15. Extension of the Offer; Termination; Amendments" of the Offer to
Purchase is incorporated herein by reference.

(c) The Shares are listed and traded on the New York Stock Exchange, Inc.
(the "NYSE") under the symbol "THO." The information set forth in "Introduction"
and "Section 7. Price Range of Shares; Dividends" of the Offer to Purchase is
incorporated herein by reference.

(d) This statement is being filed by the Issuer.

ITEM 2. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

(a)--(b) The information set forth in "Section 9. Source and Amount of
Funds" of the Offer to Purchase is incorporated herein by reference.

ITEM 3. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF
THE ISSUER OR AFFILIATE.

(a)--(j) The information set forth in "Introduction," "Section 8. Purpose of
the Offer," "Section 10. Shares Outstanding and Significant Stockholders;
Certain Effects of the Offer," "Section 11. Certain Information Concerning the
Company" and "Section 12. Interest of Directors and Executive Officers;
Transactions and Arrangements Concerning the Shares" of the Offer to Purchase is
incorporated herein by reference.

ITEM 4. INTEREST IN SECURITIES OF THE ISSUER.

The information set forth in "Section 12. Interest of Directors and
Executive Officers; Transactions and Arrangements Concerning the Shares" of the
Offer to Purchase is incorporated herein by reference.

ITEM 5. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO THE ISSUER'S SECURITIES.

The information set forth in the "Introduction," "Section 8. Purpose of the
Offer," "Section 10. Shares Outstanding and Significant Stockholders; Certain
Effects of the Offer" and "Section 12. Interest of Directors and Executive
Officers; Transactions and Arrangements Concerning the Shares" of the Offer to
Purchase is incorporated herein by reference.

3
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ITEM 6. PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED.

The information set forth in "Section 16. Fees and Expenses" of the Offer to
Purchase is incorporated herein by reference.

ITEM 7. FINANCIAL INFORMATION.

(a)--(b) The financial information set forth in "Section 11. Certain
Information Concerning the Company" of the Offer to Purchase is incorporated
herein by reference.

ITEM 8. ADDITIONAL INFORMATION.

(a) None.

(b) The information set forth in "Section 13. Certain Legal Matters;
Regulatory Approvals" of the Offer to Purchase is incorporated herein by
reference.

(c) The information set forth in "Section 10. Shares Outstanding and
Significant Stockholders; Certain Effects of the Offer" of the Offer to Purchase
is incorporated herein by reference.

(d) None.

(e) Additional information with respect to the Offer and related matters is
included throughout the Offer to Purchase and the Letter of Transmittal, which
are attached hereto as Exhibits (a)(1) and (a)(2), respectively, and which are
hereby incorporated by reference in its entirety. The Company is not aware of
any jurisdiction in which the making of the Offer or the tender of the Shares
would not be in compliance with the laws of such jurisdiction. However, the
Company reserves the right to exclude holders in any jurisdiction in which it is
asserted that the Offer cannot lawfully be made. So long as the Company makes a
good faith effort to comply with any state law deemed applicable to the Offer,
if it cannot do so, the Company believes that the exclusion of holders residing
in such state(s) is permitted under Rule 13e-4(f)(9) promulgated under the
Exchange Act.

ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.

4
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<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
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<S> <C>
(b)(3) Second Amendment to the Credit Agreement dated November 23, 1993.
(b)(4) Third Amendment to the Credit Agreement dated November 24, 1994.
(b)(5) Assignment and Acceptance dated August 25, 1995 between Bank One, Sidney, NA and Bank One, Columbus, NA
and agreed to and accepted by Thor Industries, Inc. and Harris Trust and Savings Bank.
(b)(6) Specimen of Note in the amount of $12,500,000 of Thor Industries, Inc. payable to Harris Trust and
Savings Bank dated August 31, 1995
(b)(7) Specimen of Note in the amount of $12,500,000 of Thor Industries, Inc. payable to Bank One, Columbus, NA
dated August 31, 1995.
(b)(8) Fourth Amendment to the Credit Agreement dated August 31, 1995.
(b)(9) Fifth Amendment to the Credit Agreement dated November 30, 1995.
(b)(10) Sixth Amendment to the Credit Agreement dated October 17, 1996.
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
(f) Not applicable.
</TABLE>

5
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SIGNATURES

After due inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and correct.

October 17, 1996

THOR INDUSTRIES, INC.

By: /s/ WALTER L. BENNETT
-----------------------------------------
Name: Walter L. Bennett
Title: Senior Vice President and
Chief Administrative Officer

6
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EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
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<C> <S>
(a)(1) Offer to Purchase dated October 17, 1996.
(a)(2) Letter of Transmittal.
(a)(3) Notice of Guaranteed Delivery.
(a)(4) Form of letter to brokers, dealers, commercial banks, trust companies and other nominees dated
October 17, 1996.
(a)(5) Form of letter to clients who are common stockholders for use by brokers, dealers, commercial banks,
trust companies and other nominees dated October 17, 1996.
(a)(6) Form of letter to stockholders from the Chairman, President and Chief Executive Officer of the
Company dated October 17, 1996.
(a)(8) Form of Summary Advertisement dated October 17, 1996.
(a)(9) Form of Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.
(a)(10) Form of Press Release dated October 17, 1996.
(b)(1) Amended and Restated Revolving Credit Agreement by and among Thor Industries, Inc. (including certain
of its subsidiaries as guarantors), Bank One, Sidney, NA and Harris Trust and Savings Bank, as
banks, and Bank One, Sidney, NA, as agent, dated as of December 4, 1992 (the "Credit Agreement").
(b)(2) First Amendment to the Credit Agreement dated January 1992.
(b)(3) Second Amendment to the Credit Agreement dated November 23, 1993.
(b)(4) Third Amendment to the Credit Agreement dated November 24, 1994.
(b)(5) Assignment and Acceptance dated August 25, 1995 between Bank One, Sidney, NA and Bank One, Columbus,
NA and agreed to and accepted by Thor Industries, Inc. and Harris Trust and Savings Bank.
(b)(6) Specimen of Note in the amount of $12,500,000 of Thor Industries, Inc. payable to Harris Trust and
Savings Bank dated August 31, 1995
(b)(7) Specimen of Note in the amount of $12,500,000 of Thor Industries, Inc. payable to Bank One, Columbus,
NA dated August 31, 1995.
(b)(8) Fourth Amendment to the Credit Agreement dated August 31, 1995.
(b)(9) Fifth Amendment to the Credit Agreement dated November 30, 1995.
(b)(10) Sixth Amendment to the Credit Agreement dated October 17, 1996.
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
(f) Not applicable.
</TABLE>

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THOR INDUSTRIES, INC.

OFFER TO PURCHASE
FOR CASH UP TO
500,000 SHARES
OF ITS COMMON STOCK
AT A PURCHASE PRICE
NOT GREATER THAN $26 PER SHARE
NOR LESS THAN $24 PER SHARE

THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS
EXPIRE AT
12:00 MIDNIGHT, NEW YORK CITY TIME, ON THURSDAY,
NOVEMBER 14, 1996, UNLESS THE OFFER IS EXTENDED

Thor Industries, Inc., a Delaware corporation (the "Company"), invites its
stockholders to tender shares of its common stock, par value $0.10 per share
(the "Shares" or the "Common Stock"), to the Company at prices, net to the
sellers in cash, not greater than $26 nor less than $24 per Share, as specified
by stockholders tendering Shares upon the terms and subject to the conditions
set forth in this Offer to Purchase and in the related Letter of Transmittal
(which together constitute the "Offer"). The Company will, upon the terms and
subject to the conditions of the Offer, determine a single price per Share, not
greater than $26 nor less than $24 per Share, net to the seller in cash (the
"Purchase Price"), that it will pay for the Shares properly tendered and not
withdrawn pursuant to the Offer, taking into account the number of Shares so
tendered and the prices specified by stockholders tendering Shares. The Company
will select the lowest Purchase Price that will allow it to buy 500,000 Shares
(or such lesser number of Shares as are properly tendered and not withdrawn) at
a price not greater than $26 nor less than $24 per Share pursuant to the Offer.
All Shares properly tendered at prices at or below the Purchase Price and not
withdrawn will be purchased at the Purchase Price, upon the terms and subject to
the conditions of the Offer, including the proration terms and odd lot tender
provisions described below.

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THE OFFER IS NOT CONDITIONED UPON ANY MINIMUM NUMBER OF SHARES BEING
TENDERED. THE OFFER IS, HOWEVER, SUBJECT TO CERTAIN OTHER CONDITIONS. SEE
SECTION 6.

IMPORTANT

Any stockholder desiring to tender all or any portion of such stockholder's
Shares should either (1) complete and sign the Letter of Transmittal, or a
facsimile thereof, in accordance with the instructions in the Letter of
Transmittal, and mail or deliver the manually executed Letter of Transmittal and
all other required documents to Harris Trust and Savings Bank (the
"Depositary"), and either mail or deliver the stock certificates for such Shares
to the Depositary or follow the procedure for book-entry delivery set forth in
Section 3, or (2) request such stockholder's broker, dealer, commercial bank,
trust company or other nominee to effect the transaction for such stockholder.
Stockholders having Shares registered in the name of a broker, dealer,
commercial bank, trust company or other nominee should contact such broker,
dealer, commercial bank, trust company or other nominee if they desire to tender
such Shares. Stockholders desiring to tender Shares and whose certificates for
such Shares are not immediately available or who cannot comply in a timely
manner with the procedure for book-entry transfer by the expiration of the Offer
must tender such Shares by following procedures for guaranteed delivery set
forth in Section 3. STOCKHOLDERS MUST PROPERLY COMPLETE THE LETTER OF
TRANSMITTAL INCLUDING THE SECTION OF THE LETTER OF TRANSMITTAL RELATING TO THE
PRICE AT WHICH THEY ARE TENDERING SHARES IN ORDER TO EFFECT A VALID TENDER OF
THEIR SHARES.
<PAGE>
THE COMPANY HAS NOT AUTHORIZED ANY PERSON TO MAKE ANY RECOMMENDATION ON
BEHALF OF THE COMPANY AS TO WHETHER STOCKHOLDERS SHOULD TENDER OR REFRAIN FROM
TENDERING SHARES PURSUANT TO THE OFFER. THE COMPANY HAS NOT AUTHORIZED ANY
PERSON TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION IN CONNECTION WITH
THE OFFER OTHER THAN THOSE CONTAINED IN THIS OFFER TO PURCHASE OR IN THE LETTER
OF TRANSMITTAL. IF GIVEN OR MADE, ANY SUCH RECOMMENDATION OR ANY SUCH
INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED
BY THE COMPANY.

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The Shares are listed and traded on the New York Stock Exchange, Inc. (the
"NYSE") under the symbol "THO." On October 16, 1996, the last full trading day
on the NYSE prior to the announcement and commencement of the Offer, the closing
per Share sales price as reported on the NYSE Composite Tape was $24.50.
STOCKHOLDERS ARE URGED TO OBTAIN CURRENT MARKET QUOTATIONS FOR THE SHARES. SEE
SECTION 7.

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NEITHER THE COMPANY NOR ITS BOARD OF DIRECTORS MAKES ANY RECOMMENDATION TO
STOCKHOLDERS AS TO WHETHER TO TENDER OR REFRAIN FROM TENDERING SHARES.
STOCKHOLDERS MUST MAKE THEIR OWN DECISIONS WHETHER TO TENDER SHARES AND, IF SO,
HOW MANY SHARES TO TENDER AND THE PRICE OR PRICES AT WHICH SHARES SHOULD BE
TENDERED.

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Questions and requests for assistance may be directed to D.F. King & Co.,
Inc. (the "Information Agent") at its address and telephone number set forth on
the back cover of this Offer to Purchase. Additional copies of this Offer to
Purchase, the Letter of Transmittal or the Notice of Guaranteed Delivery may be
obtained from the Information Agent.

OCTOBER 17, 1996
<PAGE>
TABLE OF CONTENTS

<TABLE>
<CAPTION>
INTRODUCTION................................................................................. 1

<S> <C> <C>
1. NUMBER OF SHARES; PRORATION....................................................... 2

2. TENDERS BY HOLDERS OF FEWER THAN 100 SHARES....................................... 3

3. PROCEDURE FOR TENDERING SHARES.................................................... 3

4. WITHDRAWAL RIGHTS................................................................. 7

5. ACCEPTANCE FOR PAYMENT AND PAYMENT FOR SHARES..................................... 7

6. CERTAIN CONDITIONS OF THE OFFER................................................... 8

7. PRICE RANGE OF SHARES; DIVIDENDS.................................................. 10

8. PURPOSE OF THE OFFER.............................................................. 10

9. SOURCE AND AMOUNT OF FUNDS........................................................ 11

10. SHARES OUTSTANDING AND SIGNIFICANT STOCKHOLDERS; CERTAIN EFFECTS OF THE OFFER..... 12

11. CERTAIN INFORMATION CONCERNING THE COMPANY........................................ 12

12. INTEREST OF DIRECTORS AND EXECUTIVE OFFICERS; TRANSACTIONS AND ARRANGEMENTS
CONCERNING THE SHARES........................................................... 16

13. CERTAIN LEGAL MATTERS; REGULATORY APPROVALS....................................... 17

14. CERTAIN FEDERAL INCOME TAX CONSEQUENCES........................................... 17

15. EXTENSION OF THE OFFER; TERMINATION; AMENDMENTS................................... 20

16. FEES AND EXPENSES................................................................. 20

17. MISCELLANEOUS..................................................................... 21
</TABLE>
<PAGE>
TO THE HOLDERS OF COMMON STOCK OF THOR INDUSTRIES, INC.:

INTRODUCTION

The Company invites its stockholders to tender shares of its common stock,
par value $0.10 per share (the "Shares"), to the Company at prices, net to the
seller in cash, not greater than $26 nor less than $24 per Share, as specified
by stockholders tendering Shares upon the terms and subject to the conditions
set forth in this Offer to Purchase and in the related Letter of Transmittal
(which together constitute the "Offer").

THE OFFER IS NOT CONDITIONED UPON ANY MINIMUM NUMBER OF SHARES BEING
TENDERED. THE OFFER IS, HOWEVER, SUBJECT TO CERTAIN OTHER CONDITIONS. SEE
SECTION 6.

If, at the Expiration Date, more than 500,000 Shares (or such greater number
of Shares as the Company may elect to purchase) are properly tendered and not
withdrawn, the Company will, upon the terms and subject to the conditions of the
Offer, accept Shares for purchase first from Odd Lot Owners (as defined in
Section 2) who properly tender their Shares at or below the Purchase Price and
then on a PRO RATA basis from all other stockholders whose Shares are properly
tendered at or below the Purchase Price and not withdrawn. The Company will
return all Shares not purchased, including Shares not purchased because of
proration. Tendering stockholders will not be obligated to pay brokerage fees or
commissions or, except as set forth in Instruction 7 of the Letter of
Transmittal, stock transfer taxes on the purchase of Shares by the Company
pursuant to the Offer. The Company will pay all fees and expenses of Harris
Trust and Savings Bank (the "Depositary") and D.F. King & Co., Inc. (the
"Information Agent") in connection with the Offer.

As of October 16, 1996, there were 8,646,808 Shares outstanding. The 500,000
Shares that the Company is offering to purchase represent approximately 5.8% of
the outstanding Shares at October 16, 1996. The Shares are listed and traded on
the New York Stock Exchange, Inc. (the "NYSE") under the symbol "THO." On
October 16, 1996, the last full trading day on the NYSE prior to the
announcement and commencement of the Offer, the closing per Share sales price as
reported on the NYSE Composite Tape was $24.50. STOCKHOLDERS ARE URGED TO OBTAIN
CURRENT MARKET QUOTATIONS FOR THE SHARES. See Section 7.

NEITHER THE COMPANY NOR ITS BOARD OF DIRECTORS MAKES ANY RECOMMENDATION TO
STOCKHOLDERS AS TO WHETHER TO TENDER OR REFRAIN FROM TENDERING SHARES.
STOCKHOLDERS MUST MAKE THEIR OWN DECISION WHETHER TO TENDER SHARES AND, IF SO,
HOW MANY SHARES TO TENDER AND THE PRICE OR PRICES AT WHICH SHARES SHOULD BE
TENDERED.
<PAGE>
1. NUMBER OF SHARES; PRORATION.

Upon the terms and subject to the conditions of the Offer, the Company will
accept for payment (and thereby purchase) 500,000 Shares or such lesser number
of Shares as are properly tendered on or prior to the Expiration Date (and not
withdrawn in accordance with Section 4) at a net price in cash (determined in
the manner set forth below) not greater than $26 nor less than $24 per Share.
The term "Expiration Date" means 12:00 midnight, New York City time, on
Thursday, November 14, 1996, unless the Company, in its sole discretion, shall
have extended the period of time during which the Offer is open, in which event
the term "Expiration Date" shall mean the latest time and date at which the
Offer, as so extended by the Company, shall expire. For a description of the
Company's right to extend the period of time during which the Offer is open, and
to delay, terminate or amend the Offer, see Section 15. If the Offer is
oversubscribed, Shares tendered at or below the Purchase Price on or prior to
the Expiration Date will be subject to proration, except for Odd Lots as
described below.

In accordance with Instruction 5 of the Letter of Transmittal, each
stockholder desiring to tender Shares must specify the price (not greater than
$26 nor less than $24 per Share) at which such stockholder is willing to have
the Company purchase such Shares. The Company will, upon the terms and subject
to the conditions of the Offer, determine a single Purchase Price that it will
pay for the Shares properly tendered and not withdrawn pursuant to the Offer,
taking into account the number of Shares so tendered and the prices specified by
stockholders tendering Shares. The Company will select the lowest Purchase Price
that will allow it to buy 500,000 Shares (or such lesser number as are properly
tendered and not withdrawn) at a price not greater than $26 nor less than $24
per Share pursuant to the Offer.

All Shares purchased pursuant to the Offer will be purchased at the Purchase
Price. All Shares tendered and not purchased pursuant to the Offer, including
Shares tendered at a price greater than the Purchase Price and Shares not
purchased because of proration or otherwise, will be returned to the tendering
stockholders at the Company's expense as promptly as practicable following the
Expiration Date.

If the number of Shares properly tendered on or prior to the Expiration Date
(and not withdrawn in accordance with Section 4) is less than or equal to
500,000 Shares (or such greater number of Shares as the Company may elect to
purchase pursuant to the Offer), the Company will, upon the terms and subject to
the conditions of the Offer, purchase at the Purchase Price all Shares so
tendered.

Upon the terms and subject to the conditions of the Offer, if at the
Expiration Date more than 500,000 Shares (or such greater number of Shares as
the Company elects to purchase) are properly tendered and not withdrawn at or
below the Purchase Price, the Company will accept Shares for purchase in the
following order of priority:

(a) FIRST, all Shares properly tendered at or below the Purchase Price prior
to the Expiration Date (and not withdrawn) by an Odd Lot Owner (as defined in
Section 2), who:

(1) tenders all Shares beneficially owned by such Odd Lot Owner at or
below the Purchase Price (partial tenders will not qualify for this
preference); and

(2) completes the Section entitled "Odd Lots" on the Letter of
Transmittal and, if applicable, on the Notice of Guaranteed Delivery; and

(b) SECOND, after purchase of all of the foregoing Shares, all other Shares
properly tendered at or below the Purchase Price, on or prior to the Expiration
Date (and not withdrawn), on a pro rata basis, if necessary (with adjustments to
avoid purchases of fractional Shares).

Proration for each stockholder tendering Shares, other than Odd Lot Owners,
will be based on the ratio of the number of Shares tendered by such stockholder
to the total number of Shares tendered by all stockholders, other than Odd Lot
Owners, at or below the Purchase Price. Due to the difficulty in determining the
number of Shares properly tendered (including Shares tendered by guaranteed
delivery

2
<PAGE>
procedures, as described in Section 3) and not withdrawn, and because of the Odd
Lot procedure, the Company does not expect to be able to announce the final
results of such proration until approximately seven NYSE trading days after the
Expiration Date. The preliminary results of any proration will be announced by
press release promptly after the Expiration Date. Stockholders may obtain such
preliminary information from the Information Agent and may be able to obtain
such information from their brokers.

As described in Section 14, the number of Shares that the Company will
purchase from a stockholder may affect the federal income tax consequences to
the stockholder of such purchase and therefore may be relevant to a
stockholder's decision whether to tender Shares. Each stockholder will be
afforded the opportunity to designate in the Letter of Transmittal the order of
priority in which Shares are to be purchased. EACH STOCKHOLDER SHOULD CONSULT
HIS OR HER OWN TAX ADVISOR AS TO THE PARTICULAR TAX CONSEQUENCES TO HIM OR HER
OF THE OFFER, INCLUDING THE APPLICABILITY AND EFFECT OF ANY FOREIGN, STATE,
LOCAL OR OTHER TAX LAWS, ANY RECENT CHANGES IN APPLICABLE TAX LAWS AND ANY
PROPOSED LEGISLATION.

The Company reserves the right, in its sole discretion, to purchase
additional Shares pursuant to the Offer. If (i) the Company increases or
decreases the price to be paid for Shares, increases the number of Shares being
sought and such increase in the number of Shares being sought exceeds 2% of the
outstanding Shares or decreases the number of Shares being sought and (ii) the
Offer is scheduled to expire at any time earlier than the expiration of a period
ending on the tenth business day from, and including, the date that notice of
such increase or decrease is first published, sent or given in the manner
described in Section 15, the Offer will be extended until the expiration of ten
business days from the date of publication of such notice. For purposes of the
Offer, a "business day" means any day other than a Saturday, Sunday or federal
holiday and consists of the time period from 12:01 a.m through 12:00 midnight,
New York City time.

2. TENDERS BY HOLDERS OF FEWER THAN 100 SHARES.

For purposes of the Offer, the term "Odd Lots" means all Shares properly
tendered, in accordance with the procedures set forth in Section 3, on or prior
to the Expiration Date and not withdrawn, by or on behalf of stockholders ("Odd
Lot Owners") who owned, beneficially or of record, as of the close of business
on October 16, 1996, fewer than 100 Shares. As set forth above, Odd Lots will be
accepted for purchase before proration. IN ORDER TO QUALIFY FOR THIS PREFERENCE,
AN ODD LOT OWNER MUST PROPERLY TENDER ALL SHARES BENEFICIALLY OWNED BY SUCH
STOCKHOLDER. PARTIAL TENDERS WILL NOT QUALIFY FOR THIS PREFERENCE. THE
PREFERENCE IS NOT AVAILABLE TO HOLDERS OF 100 OR MORE SHARES. ANY ODD LOT OWNER
WISHING TO TENDER ALL OF SUCH STOCKHOLDER'S SHARES BENEFICIALLY OWNED MUST
COMPLETE THE SECTION ENTITLED "ODD LOTS" IN THE LETTER OF TRANSMITTAL AND, IF
APPLICABLE, ON THE NOTICE OF GUARANTEED DELIVERY. Stockholders owning an
aggregate of less than 100 Shares whose Shares are purchased pursuant to the
Offer not only will avoid the payment of brokerage commissions, but also will
avoid any applicable odd lot discounts payable on a sale of their Shares in an
NYSE transaction.

The Company reserves the right, but will not be obligated, to purchase all
Shares properly tendered and not withdrawn by any stockholder who has so
tendered all Shares owned by him or her beneficially or of record and as a
result of proration would then own an aggregate of fewer than 100 Shares.

3. PROCEDURE FOR TENDERING SHARES.

PROPER TENDER OF SHARES. For Shares to be properly tendered pursuant to the
Offer, (a) a properly completed and duly executed Letter of Transmittal (or
manually executed facsimile thereof) with any required signature guarantees and
any other documents required by the Letter of Transmittal must be received by
the Depositary at one of its addresses set forth on the back cover of this Offer
to Purchase, and

3
<PAGE>
either certificates for the Shares to be tendered must be transmitted to and
received by the Depositary at one of such addresses or such Shares must be
tendered pursuant to the procedures for book-entry transfer described below (and
a confirmation of such tender received by the Depositary), in each case on or
prior to the Expiration Date, or (b) the guaranteed delivery procedure described
below must be followed.

As specified in Instruction 5 of the Letter of Transmittal, each stockholder
desiring to tender Shares pursuant to the Offer must properly indicate in the
section captioned "Price (In Dollars) Per Share At Which Shares are Being
Tendered" on the Letter of Transmittal the price (in multiples of $.125) at
which such stockholder's Shares are being tendered or may check the box on the
Letter of Transmittal marked "Price (Dollars) Per Share at Which Shares Are
Being Tendered." In addition, an Odd Lot Owner may check the box in the section
entitled "Odd Lots" indicating that such stockholder is tendering all of their
Shares at the Purchase Price. STOCKHOLDERS DESIRING TO TENDER SHARES AT MORE
THAN ONE PRICE MUST COMPLETE A SEPARATE LETTER OF TRANSMITTAL FOR EACH PRICE AT
WHICH SHARES ARE BEING TENDERED, EXCEPT THAT THE SAME SHARES CANNOT BE TENDERED
(UNLESS PROPERLY WITHDRAWN PREVIOUSLY IN ACCORDANCE WITH THE TERMS OF THE OFFER)
AT MORE THAN ONE PRICE. IN ORDER TO PROPERLY TENDER SHARES, ONE AND ONLY ONE
PRICE BOX MUST BE CHECKED IN THE APPROPRIATE SECTION ON EACH LETTER OF
TRANSMITTAL.

In addition, Odd Lot Owners who tender all of their Shares must complete the
section entitled "Odd Lots" on the Letter of Transmittal and, if applicable, on
the Notice of Guaranteed Delivery, in order to qualify for the preferential
treatment available to Odd Lot Owners as set forth in Section 1.

Notwithstanding any other provision hereof, payment for Shares tendered and
accepted for payment pursuant to the Offer will be made only after timely
receipt by the Depositary of certificates for such Shares (or a timely
confirmation of a book-entry transfer of such Shares into the Depositary's
account at one of the Book-Entry Transfer Facilities, as defined below), a
properly completed and duly executed Letter of Transmittal (or manually executed
facsimile thereof) with any required signature guarantees and any other
documents required by the Letter of Transmittal.

BOOK-ENTRY DELIVERY. The Depositary will establish accounts with respect to
the Shares at The Depository Trust Company and the Philadelphia Depository Trust
Company (collectively referred to as "Book-Entry Transfer Facilities") for
purposes of the Offer within two business days after the date of this Offer to
Purchase, and any financial institution that is a participant in the system of
any Book-Entry Transfer Facility may make delivery of Shares into the
Depositary's account in accordance with the procedures of such Book-Entry
Transfer Facility. However, although delivery of Shares may be effected through
book-entry transfer into the Depositary's account at a Book-Entry Transfer
Facility, a properly completed and duly executed Letter of Transmittal (or
manually executed facsimile) with any required signature guarantees and any
other required documents must, in any case, be transmitted to and received by
the Depositary at one of the addresses set forth on the back cover of this Offer
to Purchase by the Expiration Date, or the guaranteed delivery procedure
described below must be complied with. DELIVERY OF THE LETTER OF TRANSMITTAL AND
ANY OTHER REQUIRED DOCUMENTS TO A BOOK-ENTRY TRANSFER FACILITY DOES NOT
CONSTITUTE DELIVERY TO THE DEPOSITARY.

SIGNATURE GUARANTEES AND METHOD OF DELIVERY. Each signature on a Letter of
Transmittal or a notice of withdrawal, as the case may be, must be guaranteed
unless the Shares tendered pursuant thereto are tendered (i) by a registered
holder of the Shares who has not completed either the box entitled "Special
Payment Instructions" or the box entitled "Special Delivery Instructions" in the
Letter of Transmittal, or (ii) for the account of a financial institution
(including most commercial banks, savings and loan associations and brokerage
houses) that is a participant in the Security Transfer Agent Medallion Program,
the New York Stock Exchange Medallion Signature Guarantee Program or the Stock
Exchange Medallion Program (an "Eligible Institution"). In the event that a
signature on a Letter of Transmittal or a notice of withdrawal, as the case may
be, is required to be guaranteed, such guarantee must be by an Eligible

4
<PAGE>
Institution. If the Letter of Transmittal is signed by a person other than the
registered holder of the Shares, the Shares tendered must be either (i) endorsed
by the registered holder with the signature thereon guaranteed by an Eligible
Institution, or (ii) accompanied by a stock power, in satisfactory form, as
determined by the Company in its sole discretion, duly executed by the
registered holder, with the signature thereon guaranteed by an Eligible
Institution. The term "registered holder" as used herein with respect to the
Shares means any person in whose name the Shares are registered on the books of
the Registrar.

THE METHOD OF DELIVERY OF SHARES AND ALL OTHER REQUIRED DOCUMENTS IS AT THE
OPTION AND RISK OF THE TENDERING STOCKHOLDER. IF CERTIFICATES FOR SHARES ARE TO
BE SENT BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY
INSURED, IS RECOMMENDED.

FEDERAL INCOME TAX WITHHOLDING. To prevent federal income tax backup
withholding equal to 31% of the gross payments made to stockholders for Shares
purchased pursuant to the Offer, each stockholder who does not otherwise
establish an exemption from such withholding must provide the Depositary with
such stockholder's correct taxpayer identification number (or certify that such
taxpayer is awaiting a taxpayer identification number) and provide certain other
information by completing a Substitute Form W-9 included with the Letter of
Transmittal. Foreign stockholders may be required to submit a Form W-8,
certifying non-United States status, in order to avoid backup withholding.

Even if a foreign stockholder has provided the required certification to
avoid backup withholding, the Depositary will withhold federal income taxes
equal to 30% of the gross payments payable to a foreign stockholder or his agent
unless the Depositary determines that an exemption from or a reduced rate of
withholding is available pursuant to a tax treaty or an exemption from
withholding is applicable because such gross proceeds are effectively connected
with the conduct of a trade or business in the United States. In order to obtain
an exemption from or a reduced rate of withholding pursuant to a tax treaty, a
foreign stockholder must deliver to the Depositary a properly completed Form
1001. For this purpose, a foreign stockholder is a stockholder that is not (i) a
citizen or resident of the United States, (ii) a corporation, partnership or
other entity created or organized in or under the laws of the United States, any
State or any political subdivision thereof or (iii) any estate or trust the
income of which is subject to United States federal income taxation regardless
of the source of such income. In order to obtain an exemption from withholding
on the grounds that the gross proceeds paid pursuant to the Offer are
effectively connected with the conduct of a trade or business within the United
States, a foreign stockholder must deliver to the Depositary a properly
completed Form 4224. The Depositary will determine a stockholder's status as a
foreign stockholder and eligibility for a reduced rate of, or an exemption from,
withholding by reference to any outstanding certificates or statements
concerning eligibility for a reduced rate of, or exemption from, withholding
(e.g., Form 1001 or Form 4224), unless facts and circumstances indicate that
such reliance is not warranted. A foreign stockholder may be eligible to obtain
a refund of all or a portion of any tax withheld if such stockholder meets one
of the three tests for sale treatment described in Section 14 or is otherwise
able to establish that no tax or a reduced amount of tax is due. Backup
withholding generally will not apply to amounts subject to the 30% or
treaty-reduced rate of withholding. See Instructions 13 and 14 of the Letter of
Transmittal.

EACH STOCKHOLDER SHOULD CONSULT THEIR OWN TAX ADVISOR AS TO WHETHER SUCH
STOCKHOLDER IS SUBJECT TO OR EXEMPT FROM FEDERAL INCOME TAX WITHHOLDING.

GUARANTEED DELIVERY. If a stockholder desires to tender Shares pursuant to
the Offer and such stockholder cannot deliver certificates for such Shares (or
the procedures for book-entry transfer cannot be completed on a timely basis) or
time will not permit all required documents to reach the Depositary on or prior
to the Expiration Date, such Shares may nevertheless be tendered if all of the
following conditions are met:

5
<PAGE>
(a) such tender is made by or through an Eligible Institution;

(b) the Notice of Guaranteed Delivery properly completed and duly executed,
substantially in the form provided by the Company, is received by the Depositary
on or prior to the Expiration Date; and

(c) the certificates for all tendered Shares in proper form for transfer (or
a confirmation of a book-entry transfer of Shares into the Depositary's account
at one of the Book-Entry Transfer Facilities), together with a properly
completed and duly executed Letter of Transmittal (or a manually executed
facsimile) and any required signature guarantees or other documents required by
the Letter of Transmittal, are received by the Depositary within three NYSE
trading days after the receipt by the Depositary of such Notice of Guaranteed
Delivery.

The Notice of Guaranteed Delivery may be delivered by hand or transmitted by
telegram, facsimile transmission or mail to the Depositary and must include a
guarantee by an Eligible Institution in the form set forth in such Notice.

If a stockholder desires to tender Shares such stockholder must properly
complete and duly execute a Letter of Transmittal for such Shares and deliver
such Letter of Transmittal to the Depositary.

DETERMINATIONS OF VALIDITY; REJECTION OF SHARES; WAIVER OF DEFECTS; NO
OBLIGATION TO GIVE NOTICE OF DEFECTS. All questions as to the Purchase Price,
number of Shares to be accepted, the form of documents and the validity,
eligibility (including time of receipt) and acceptance for payment of any tender
of Shares will be determined by the Company, in its sole discretion, which
determination shall be final and binding on all parties. The Company reserves
the absolute right to reject any or all tenders of Shares determined by it not
to be in proper form or the acceptance for payment of or payment for which may,
in the opinion of the Company's counsel, be unlawful. The Company also reserves
the absolute right to waive any of the conditions of the Offer or any defect or
irregularity in any tender of Shares, and the Company's interpretation of the
terms of the Offer (including the instructions in the Letter of Transmittal)
will be final and binding on all parties. No tender of Shares will be deemed to
be properly made until all defects and irregularities have been cured or waived.
None of the Company, the Information Agent, the Depositary or any other person
will be under any duty to give notification of any defect or irregularity in
tenders or incur any liability for failure to give any such notice.

TENDER CONSTITUTES AN AGREEMENT. The tender of Shares pursuant to any one
of the procedures described above will constitute the tendering stockholder's
acceptance of the terms and conditions of the Offer and a binding agreement
between the tendering stockholder and the Company.

It is a violation of Rule 14e-4 promulgated under the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), for a person, directly or
indirectly, to tender Shares for such stockholder's own account unless, at the
time of the tender and at the end of the proration period, the person so
tendering (a) has a net long position equal to or greater than the amount of (i)
Shares tendered or (ii) other securities immediately convertible into, or
exercisable or exchangeable for the amount of Shares tendered and will acquire
such Shares for tender by conversion, exercise or exchange of such other
securities and (b) will cause such Shares to be delivered in accordance with the
terms of the Offer. Rule 14e-4 promulgated under the Exchange Act provides a
similar restriction applicable to the tender or guarantee of a tender on behalf
of another person. The tender of Shares pursuant to any one of the procedures
described above will constitute the tendering stockholder's acceptance of the
terms and conditions of the Offer as well as the tendering stockholder's
representation and warranty that (a) such stockholder has a net long position in
the Shares being tendered within the meaning of Rule 14e-4 and (b) the tender of
such Shares complies with Rule 14e-4.

6
<PAGE>
4. WITHDRAWAL RIGHTS.

Except as otherwise provided in this Section 4, tenders of Shares pursuant
to the Offer will be irrevocable. Shares tendered pursuant to the Offer may be
withdrawn at any time prior to the Expiration Date and, unless accepted for
payment by the Company as provided in this Offer to Purchase, may also be
withdrawn after 12:00 midnight, New York City time, on Friday, December 13,
1996.

For a withdrawal to be effective, a written, telegraphic or facsimile
transmission notice of withdrawal must be timely received by the Depositary at
one of its addresses set forth on the back cover of this Offer to Purchase. Any
such notice of withdrawal must specify the name of the person who tendered the
Shares to be withdrawn, the number of Shares to be withdrawn and the name of the
registered holder, if different from that of the person who tendered such
Shares. If the certificates have been delivered or otherwise identified to the
Depositary, then, prior to the release of such certificates, the tendering
stockholder must submit the serial numbers shown on the particular certificates
evidencing the Shares to be withdrawn and the signature on the notice of
withdrawal must be guaranteed by an Eligible Institution, except in the case of
Shares tendered by an Eligible Institution. If Shares have been tendered
pursuant to the procedure for book-entry transfer set forth in Section 3, the
notice of withdrawal must specify the name and the number of the account at the
applicable Book-Entry Transfer Facility to be credited with the withdrawn Shares
and otherwise comply with the procedures of such facility. All questions as to
the form and validity (including time of receipt) of notices of withdrawal will
be determined by the Company, in its sole discretion, which determination shall
be final and binding. None of the Company, the Depositary, the Information Agent
or any other person shall be obligated to give any notice of any defects or
irregularities in any notice of withdrawal and none of them shall incur any
liability for failure to give any such notice. Any Shares properly withdrawn
will thereafter be deemed not tendered for purposes of the Offer. However,
withdrawn Shares may be returned on or prior to the Expiration Date by again
following any of the procedures described in Section 3.

If the Company extends the Offer, is delayed in its purchase of Shares or is
unable to purchase Shares pursuant to the Offer for any reason, then, without
prejudice to the Company's rights under the Offer, the Depositary may, subject
to applicable law, retain on behalf of the Company all tendered Shares, and the
Shares may not be withdrawn except to the extent tendering stockholders are
entitled to withdrawal rights as described in this Section 4.

5. ACCEPTANCE FOR PAYMENT AND PAYMENT FOR SHARES.

Upon the terms and subject to the conditions of the Offer, and promptly
after the Expiration Date, the Company will determine a single Purchase Price
that it will pay for the Shares properly tendered and not withdrawn, taking into
account the number of Shares tendered and the prices specified by stockholders
tendering Shares, and will (subject to the proration terms and odd lot tender
provisions of the Offer) accept for payment (and thereby purchase) and pay for
Shares validly tendered at or below the Purchase Price and not withdrawn as
permitted in Section 4. Promptly following the determination of the Purchase
Price, the Company will announce the Purchase Price it will pay for tendered
Shares. In all cases, payment for Shares accepted for payment pursuant to the
Offer will be made promptly (subject to possible delay in the event of
proration) but only after timely receipt by the Depositary of certificates for
Shares (or of a confirmation of a book-entry transfer of such Shares into the
Depositary's account at one of the Book-Entry Transfer Facilities), a properly
completed and duly executed Letter of Transmittal (or manually executed
facsimile thereof) and any other required documents.

For purposes of the Offer, the Company will be deemed to have accepted for
payment, subject to proration, Shares tendered at or below the Purchase Price
and not withdrawn if, as and when the Company gives oral or written notice to
the Depositary of its acceptance of such Shares for payment pursuant to the
Offer. Payment of Shares accepted for payment pursuant to the Offer will be made
by depositing the aggregate Purchase Price for such Shares with the Depositary,
which will act as agent for the tendering

7
<PAGE>
stockholders for the purpose of receiving payment from the Company and
transmitting such payments to tendering stockholders.

In the event of proration, the Company will determine the proration factor
and pay for those tendered Shares accepted for payment as soon as practicable
after the Expiration Date; however, the Company does not expect to be able to
announce the final results of any such proration until approximately seven NYSE
trading days after the Expiration Date. Certificates for all Shares not
purchased, including Shares not purchased due to proration, will be returned
(or, in the case of Shares tendered by book-entry transfer, such Shares will be
credited to the account maintained within such Book-Entry Transfer Facility by
the participant who so delivered such Shares) as soon as practicable after the
Expiration Date or termination of the Offer without expense to the tendering
stockholder. Under no circumstances will interest be paid by the Company by
reason of any delay in paying for any Shares or otherwise. In addition, if
certain events occur, the Company may not be obligated to purchase Shares
pursuant to the Offer. See Section 6.

The Company will pay all stock transfer taxes, if any, payable on the
transfer to it of Shares purchased pursuant to the Offer, except if payment of
the Purchase Price is to be made to, or (in the circumstances permitted by the
Offer) Shares not tendered or not accepted for purchase are to be registered in
the name of, any person other than the registered holder, or if tendered
certificates are registered in the name of any person other than the person
signing the Letter of Transmittal. In such circumstances, the amount of all
stock transfer taxes, if any (whether imposed on the registered holder or such
other person), payable on account of the transfer to such person will be
deducted from the Purchase Price unless evidence satisfactory to the Company of
the payment of such taxes or exemption therefrom is submitted. See Instruction 7
of the Letter of Transmittal.

ANY TENDERING STOCKHOLDER OR OTHER PAYEE WHO FAILS TO COMPLETE FULLY AND
SIGN THE SUBSTITUTE FORM W-9 INCLUDED IN THE LETTER OF TRANSMITTAL MAY BE
SUBJECT TO REQUIRED FEDERAL INCOME TAX BACKUP WITHHOLDING OF 31% OF THE GROSS
PROCEEDS PAID TO SUCH STOCKHOLDER OR OTHER PAYEE PURSUANT TO THE OFFER. SEE
SECTION 3.

6. CERTAIN CONDITIONS OF THE OFFER.

Notwithstanding any other provision of the Offer, the Company shall not be
required to accept for payment, purchase or pay for any Shares tendered and may
terminate or amend the Offer or may postpone the acceptance for payment of, or
the payment for, Shares tendered, if at any time on or after Thursday, October
17, 1996 and at or before the payment for any such Shares, any of the following
events shall have occurred (or shall have been determined by the Company to have
occurred) which, in the Company's sole judgment in any such case and regardless
of the circumstances (including any action or omission to act by the Company),
makes it inadvisable to proceed with the Offer or with such acceptance for
purchase or payment:

(a) there shall have been threatened, instituted or pending any action or
proceeding by any government or governmental authority or regulatory or
administrative agency, domestic or foreign, or by any other person, domestic or
foreign, before any court or governmental authority or regulatory or
administrative agency, domestic or foreign, (i) that challenges or seeks to make
illegal, or delay or otherwise directly or indirectly restrain or prohibit the
making of the Offer, the acceptance for payment of or payment for some or all of
the Shares by the Company or otherwise directly or indirectly relating in any
manner to or affecting the Offer, or (ii) that otherwise, in the sole judgment
of the Company, has or may have a material adverse effect on the business,
financial condition, income, operations or prospects of the Company and its
subsidiaries taken as a whole or has or may materially impair the contemplated
benefits of the Offer to the Company; or

8
<PAGE>
(b) any action shall have been threatened, instituted, pending or taken or
approval withheld or any statute, rule, regulation, judgment or order or
injunction proposed, sought, enacted, enforced, promulgated, amended, issued or
deemed applicable to the Offer or the Company or any of its subsidiaries by any
court, government or governmental authority or regulatory or administrative
agency, domestic or foreign, that, in the sole judgment of the Company might,
directly or indirectly, result in any of the consequences referred to in clauses
(i) or (ii) of paragraph (a) above; or

(c) there shall have occurred (i) any general suspension of trading in, or
limitation on prices for, securities on any national securities exchange or in
the over-the-counter market, (ii) the declaration of a banking moratorium or any
suspension of payments in respect of banks in the United States, (iii) the
commencement of a war, armed hostilities or other international or national
calamity directly or indirectly involving the United States, (iv) any limitation
by any governmental, regulatory or administrative authority or agency or any
other event that, in the sole judgment of the Company, might affect the
extension of credit by banks or other lending institutions, (v) any significant
decrease in the market price of the Shares or any change in the general
political, market, economic or financial conditions in the United States or
abroad that has or may have a material adverse effect with respect to the
Company's business, operations or prospects or the trading in the Shares, (vi)
in the case of any of the foregoing existing at the time of the commencement of
the Offer, a material acceleration or worsening thereof, or (vii) any decline in
either the Dow Jones Industrial Average (6020.81 at the close of business on
October 16, 1996) or the Standard and Poor's Index of 500 Industrial Companies
(704.41 at the close of business on October 16, 1996) by an amount in excess of
10%, measured from the close of business on October 16, 1996; or

(d) a tender or exchange offer for some or all of the Shares (other than the
Offer) or a proposal with respect to a merger, consolidation or other business
combination with or involving the Company or any subsidiary shall have been
proposed to be made or shall have been made by another person; or

(e) (i) any entity, group (as that term is used in Section 13(d)(3) of the
Exchange Act), or person (other than entities, groups or persons, if any, who
have filed with the Securities and Exchange Commission (the "Commission") on or
before October 16, 1996, a Schedule 13G or a Schedule 13D with respect to any of
the Shares) shall have acquired or proposed to acquire beneficial ownership of
more than 5% of the outstanding Shares; or

(ii) such entity, group or person that has publicly disclosed any such
beneficial ownership of more than 5% of the Shares prior to such date shall have
acquired, or proposed to acquire, beneficial ownership of additional Shares
constituting more than 2% of the outstanding Shares or shall have been granted
any option or right to acquire beneficial ownership of more than 2% of the
outstanding Shares; or

(iii) any person or group shall have filed a Notification and Report Form
under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 reflecting an
intent to acquire the Company or any of its Shares; or

(f) any change or changes have occurred (or any development shall have
occurred involving any prospective change or changes) in the business, assets,
liabilities, condition (financial or otherwise), operations, results of
operations or prospects of the Company or any of its subsidiaries that, in the
sole judgment of the Company, have or may have a material effect with respect to
the Company and its subsidiaries taken as a whole.

The foregoing conditions are for the sole benefit of the Company and may be
asserted by the Company in its sole discretion regardless of the circumstances
(including any action or inaction by the Company) giving rise to any such
conditions, or may be waived by the Company in its sole discretion, in whole or
in part, at any time. The failure by the Company at any time to exercise its
rights under any of the foregoing conditions shall not be deemed a waiver of any
such right; the waiver of any such right with respect to particular facts and
other circumstances shall not be deemed a waiver with respect to any other facts
and circumstances; and each such right shall be deemed an ongoing right which
may be asserted at

9
<PAGE>
any time or from time to time. Any determination by the Company concerning the
events described in this Section 6 shall be final and binding on all parties.

7. PRICE RANGE OF SHARES; DIVIDENDS.

The Shares are listed on the NYSE under the symbol "THO." The following
table sets forth for the periods indicated the high and low sales prices per
Share on the NYSE Composite Tape as quoted in the New York Stock Exchange
Monthly Market Statistics and Trading Reports.

<TABLE>
<CAPTION>
HIGH LOW DIVIDENDS
--------- --------- -----------
<S> <C> <C> <C>
FISCAL 1995:
First Quarter.............................................. $ 23.25 $ 19.25 $ 0.03
Second Quarter............................................. 20.25 18.75 0.03
Third Quarter.............................................. 21.75 18.88 0.03
Fourth Quarter............................................. 23.25 18.75 0.03

FISCAL 1996:
First Quarter.............................................. $ 20.00 $ 15.75 $ 0.03
Second Quarter............................................. 20.25 15.88 0.03
Third Quarter.............................................. 19.88 16.25 0.03
Fourth Quarter............................................. 22.75 18.13 0.03

FISCAL 1997:
First Quarter (through October 16, 1996)................... $ 25.00 $ 18.75
</TABLE>

On October 16, 1996, the last full trading day on the NYSE prior to the
announcement and commencement of the Offer, the closing per Share sales price on
the NYSE Composite Tape was $24.50. STOCKHOLDERS ARE URGED TO OBTAIN CURRENT
MARKET QUOTATIONS FOR THE SHARES.

The Company anticipates that its next regular dividend will be paid on or
about January 2, 1997, to stockholders of record on December 20, 1996. The
Company's current policy is to pay quarterly dividends. While the Company
presently intends to follow a policy of paying quarterly cash dividends, the
declaration and payment of future dividends by the Board of Directors will
depend upon the Company's financial condition, capital requirements and earnings
as well as other factors which the Board of Directors may deem relevant.

8. PURPOSE OF THE OFFER.

The Company is making the Offer because its Board of Directors believes
that, given the Company's business, assets and prospects and the current market
price of the Shares, the purchase of the Shares pursuant to the Offer is an
attractive investment for the Company.

Accordingly, the Company is providing stockholders with the opportunity to
determine the price or prices (not greater than $26 nor less than $24 per Share
at which they are willing to sell their Shares), subject to the terms and
conditions of the Offer, and without the usual transaction costs associated with
open-market sales. In addition, the Offer may give stockholders the opportunity
to sell Shares at a price greater than market prices prevailing prior to
announcement and commencement of the Offer. The Offer also allows stockholders
to sell a portion of their Shares while retaining a continuing equity interest
in the Company if they so desire. In addition, Odd Lot Owners whose Shares are
purchased pursuant to the Offer not only will avoid the payment of brokerage
commissions but also will avoid any applicable odd lot discounts payable on
sales of odd lots. To the extent the purchase of Shares in the Offer results in
a reduction in the number of stockholders of record, the costs to the Company
for services to stockholders will be reduced.

10
<PAGE>
NEITHER THE COMPANY NOR ITS BOARD OF DIRECTORS MAKES ANY RECOMMENDATION TO
ANY STOCKHOLDER AS TO WHETHER TO TENDER OR REFRAIN FROM TENDERING ANY OR ALL OF
SUCH STOCKHOLDER'S SHARES AND NEITHER HAS AUTHORIZED ANY PERSON TO MAKE ANY SUCH
RECOMMENDATION. STOCKHOLDERS ARE URGED TO EVALUATE FULLY ALL INFORMATION IN THE
OFFER, CONSULT THEIR OWN INVESTMENT AND TAX ADVISORS AND MAKE THEIR OWN DECISION
WHETHER TO TENDER SHARES AND, IF SO, HOW MANY SHARES TO TENDER AND THE PRICE OR
PRICES AT WHICH TO TENDER.

Although the Company has no current plans to acquire additional Shares, the
Company may in the future purchase Shares on the open market, in privately
negotiated transactions, through tender offers or otherwise. Any such purchases
may be on the same terms as, or on terms which are more or less favorable to
stockholders than, the terms of the Offer. However, Rule 13e-4(f)(6) under the
Exchange Act prohibits the Company and its affiliates from purchasing any
Shares, other than pursuant to the Offer, until at least ten business days after
the expiration or termination of the Offer. Any possible future purchases by the
Company will depend on many factors, including the market price of the Shares,
the results of the Offer, the Company's business and financial position and
general economic and market conditions.

9. SOURCE AND AMOUNT OF FUNDS.

If the Company were to purchase 500,000 Shares pursuant to the Offer at a
Purchase Price of $26 per Share (the highest price in the range of possible
purchase prices), the maximum aggregate cost of the Offer would be approximately
$13.1 million (which includes approximately $122,000 in transaction costs),
which would be paid either from borrowings under the Company's Credit Agreement
(as defined below), cash and cash equivalents of the Company or a combination of
the two. As of October 16, 1996, the Company had cash and cash equivalents of
approximately $4 million and available borrowings of approximately $15.5 million
under the Credit Agreement.

The Company's Amended and Restated Revolving Credit Agreement (the "Credit
Agreement") is dated as of December 4, 1992, and is by and among the Company
(with certain of its subsidiaries as guarantors), Bank One, Sidney, NA (in such
capacity, "Bank One Sidney"), and Harris Trust and Savings Bank ("Harris" and
together with Bank One Sidney, the "Lenders"), as banks, and Bank One, Sidney,
NA, as agent. The Credit Agreement, and various amendments thereto, is filed as
Exhibits (b)(1) through (b)(10) to the Company's Schedule 13E-4 relating to the
Offer and is incorporated by reference. The Credit Agreement commits the Lenders
to make revolving credit loans to the Company and its subsidiaries in an
aggregate amount of $25 million. Amounts borrowed under the Credit Agreement
initially matured on November 30, 1993; however, pursuant to a series of
amendments to the Credit Agreement agreed to by the parties thereto, the
maturity date for amounts due thereunder has been extended to November 29, 1996.

On August 25, 1995, an Assignment and Acceptance was agreed to and executed
by the parties to the Credit Agreement by which Bank One Sidney sold and
assigned to Bank One, Columbus, NA ("Bank One Columbus") and Bank One Columbus
assumed all of Bank One Sidney's rights and obligations under the Credit
Agreement. On August 31, 1995, the parties to the Credit Agreement agreed to
increase the aggregate amount that the Company could borrow thereunder to $25
million. On the same date, the Company executed new Promissory Notes in favor of
Bank One Columbus and Harris, each in the amount of $12,500,000 or such lesser
amount as may be due to either under the Credit Agreement. On October 17, 1996,
the parties to the Credit Agreement agreed to increase the aggregate amount that
the Company can borrow thereunder to $30 million.

The loans outstanding under the Credit Agreement, as amended, currently bear
interest (subject to certain potential adjustments) at a rate per annum equal to
Harris's prime lending rate minus 2.0% per

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<PAGE>
annum. The Credit Agreement contains representations and warranties, affirmative
and negative covenants, events of default and other terms customary to similar
financings.

10. SHARES OUTSTANDING AND SIGNIFICANT STOCKHOLDERS; CERTAIN EFFECTS OF THE
OFFER.

As of October 16, 1996, the Company had issued and outstanding 8,646,808
Shares. The 500,000 Shares that the Company is offering to purchase pursuant to
the Offer represent approximately 5.8% of the Shares then outstanding.

The purchase of Shares pursuant to the Offer will reduce the number of
Shares that otherwise might trade publicly and may reduce the number of
stockholders. Nonetheless, the Company anticipates that there will be a
sufficient number of Shares outstanding and publicly traded following the Offer
to ensure a continued trading market for the Shares. Based upon published
guidelines of the NYSE, the Company does not believe that its purchase of Shares
pursuant to the Offer will cause the Company's remaining Shares to be delisted
from the NYSE.

The Shares are registered under the Exchange Act which requires, among other
things, that the Company furnish certain information to its stockholders and to
the Commission and comply with the Commission's proxy rules in connection with
meetings of the Company's stockholders. The Company has no reason to believe
that the purchase of Shares pursuant to the Offer will result in the Shares
becoming eligible for deregistration under the Exchange Act.

The Shares are currently "margin securities" under the rule of the Federal
Reserve Board. This has the effect, among other things, of allowing brokers to
extend credit to their customers using the Shares as collateral. Following the
repurchase of Shares pursuant to the Offer, the Shares will continue to be
margin securities for purposes of the Federal Reserve Board's margin
regulations.

Shares acquired by the Company pursuant to the Offer will be held in the
Company's treasury and will be available for future issuance by the Company or
may be retired by the Company in the future.

11. CERTAIN INFORMATION CONCERNING THE COMPANY.

The Company, founded in 1980, produces and sells a wide range of recreation
vehicles and small and mid-size buses in the United States and Canada.

The Company's principal operating subsidiaries are Airstream, Inc.; Dutchmen
Manufacturing, Inc.; Four Winds International, Inc.; Thor America, Inc.; Thor
Industries West, Inc.; Komfort Corp.; Thor Indiana, Inc.; Aero Manufacturing;
Citair, Inc.; Thor California, Inc.; ElDorado National Kansas, Inc.; ElDorado
National California, Inc. and ElDorado National Michigan, Inc.

The Company, a Delaware corporation, is the successor to a corporation of
the same name which was incorporated in Nevada on July 29, 1980. Its principal
executive office is located at 419 West Pike Street, Jackson Center, Ohio 45334,
and its telephone number is (937) 596-6849.

12
<PAGE>
SUMMARY HISTORICAL CONSOLIDATED FINANCIAL INFORMATION. Set forth below is
certain summary historical consolidated financial information of the Company and
its subsidiaries. The historical financial information (other than the ratio of
earnings before fixed charges to fixed charges) has been derived from the
audited consolidated financial statements included in the Company's Annual
Report on Form 10-K for the year ended July 31, 1996 (the "Company's 1996 Annual
Report") which is incorporated by reference herein, and other information and
data contained in the Company's 1996 Annual Report. More comprehensive financial
information is included in such reports and the financial information which
follows is qualified in its entirety by reference to such reports and all of the
financial statements and related notes contained therein, copies of which may be
obtained as set forth below under the caption "Additional Information."

SUMMARY HISTORICAL CONSOLIDATED FINANCIAL INFORMATION
(IN THOUSANDS, EXCEPT PER SHARE INFORMATION AND RATIOS)

<TABLE>
<CAPTION>
YEAR ENDED JULY 31,
----------------------
<S> <C> <C>
1996 1995
---------- ----------
STATEMENT OF INCOME DATA:
Net sales................................................................................. $ 602,078 $ 562,681
Cost of products sold..................................................................... 533,954 498,323
Selling, general and administrative expenses.............................................. 38,538 39,554
Amortization of intangibles............................................................... 2,749 2,736
Operating income.......................................................................... 26,837 22,068
Interest income--net...................................................................... 310 293
Other..................................................................................... 95 190
Income before provision for income taxes.................................................. 27,242 22,551
Provisions for income taxes............................................................... 11,172 8,761
---------- ----------
Net income................................................................................ $ 16,070 $ 13,790
---------- ----------
---------- ----------
Earnings per share........................................................................ $ 1.82 $ 1.55
---------- ----------
---------- ----------
Ratio of earnings to fixed charges (1).................................................... $ 21.64 $ 28.03
---------- ----------
---------- ----------
BALANCE SHEET DATA (AT END OF PERIOD):
Total assets.............................................................................. $ 175,884 $ 148,461
Working capital........................................................................... 74,982 65,151
Stockholders' equity...................................................................... 119,158 107,903
Book value per share (2).................................................................. $ 13.72 $ 12.11
</TABLE>

- ------------------------

(1) The ratio of earnings before fixed charges to fixed charges were computed by
dividing pre-tax income before fixed charges by fixed charges. Fixed charges
consist of interest expense and the interest component of operating leases.

(2) Book value per common share is calculated as total stockholders' equity
divided by the number of common shares outstanding, net of treasury shares,
at the end of the period.

13
<PAGE>
PRO FORMA FINANCIAL INFORMATION. The tables set forth below present certain
unaudited pro forma consolidated financial information based on historical
information which has been adjusted:

(a) to reflect the repurchase of 500,000 Shares at a Purchase Price of
$24 per Share and $26 per Share, respectively, and the anticipated sources
of funds therefor; and

(b) as if these transactions had taken place (i) at the beginning of the
periods presented for income statement purposes and (ii) on the balance
sheet date for balance sheet purposes.

The pro forma financial information does not purport to be indicative of the
results which would actually have been achieved or the balance sheet as it
actually would have been if the Offer had been completed as of the date or
periods indicated or which may be achieved or exist in the future.

The pro forma financial information should be read in conjunction with the
accompanying notes which are an integral part of the pro forma financial
information and with the audited financial statements and related notes set
forth in the 1996 10-K.

14
<PAGE>
SUMMARY UNAUDITED PRO FORMA FINANCIAL INFORMATION(1)
(IN THOUSANDS, EXCEPT PER SHARE INFORMATION AND RATIOS)
<TABLE>
<CAPTION>
AT JULY 31, 1996
------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
ASSUMING A PURCHASE PRICE ASSUMING A PURCHASE PRICE
OF $24 OF $26
-------------------------- --------------------------

<CAPTION>
SHARE SHARE
HISTORICAL REPURCHASE(1) PRO FORMA REPURCHASE(1) PRO FORMA
---------- ------------- ----------- ------------- -----------
<S> <C> <C> <C> <C> <C>
INCOME STATEMENT DATA:
Net sales..................................... $ 602,078 $ 602,078 $ 602,078
Cost of products sold......................... 533,954 533,954 533,954
Selling, general and administrative
expenses.................................... 38,538 38,538 38,538
Amortization of intangibles................... 2,749 2,749 2,749
---------- ----------- -----------
Operating income.............................. 26,837 26,837 26,837
Interest income (expense)--net................ 310 (750) (440) (813) (503)
Other......................................... 95 95 95
Income before provision for income taxes...... 27,242 (750) 26,492 (813) 26,429
Provision for income taxes (2)................ 11,172 (308) 10,864 (333) 10,839
---------- ------------- ----------- ------------- -----------
Net income.................................... $ 16,070 (442) $ 15,628 (480) $ 15,590
---------- ------------- ----------- ------------- -----------
---------- ------------- ----------- ------------- -----------
Earnings per share............................ $ 1.82 $ 1.88 $ 1.88
---------- ----------- -----------
---------- ----------- -----------
Average shares outstanding.................... 8,810 (500) 8,310 (500) 8,310
---------- ------------- ----------- ------------- -----------
---------- ------------- ----------- ------------- -----------
Ratio of earnings to fixed charges (3)........ 21.64 14.16 13.78
---------- ----------- -----------
---------- ----------- -----------
BALANCE SHEET DATA:
ASSETS:
Cash.......................................... $ 13,062 $ 13,062 $ 13,062
Other current assets.......................... 116,974 116,974 116,974
---------- ----------- -----------
Current assets................................ 130,036 130,036 130,036
Property, plant and equipment--net............ 17,206 17,206 17,206
Goodwill and other assets..................... 28,642 28,642 28,642
---------- ----------- -----------
Total assets.................................. $ 175,884 $ 175,884 $ 175,884
---------- ----------- -----------
---------- ----------- -----------
LIABILITIES AND SHAREHOLDERS' EQUITY:
Accounts payable.............................. $ 27,902 $ 27,902 $ 27,902
Other current liabilities..................... 27,152 12,122 39,274 13,122 40,274
---------- ------------- ----------- ------------- -----------
Current liabilities........................... 55,054 12,122 67,176 13,122 68,176
Other liabilities............................. 1,672 1,672 1,672
Stockholders' equity.......................... 124,973 124,973 124,973
Less: treasury stock.......................... 5,815 12,122 17,937 13,122 18,937
---------- ------------- ----------- ------------- -----------
Total stockholders' equity.................... 119,158 (12,122) 107,036 (13,122) 106,036
---------- ------------- ----------- ------------- -----------
Total liabilities and stockholders' equity.... $ 175,884 -- $ 175,884 -- $ 175,884
---------- ------------- ----------- ------------- -----------
---------- ------------- ----------- ------------- -----------
Book value per share(4)....................... $ 13.72 $ 13.07 $ 12.95
---------- ----------- -----------
---------- ----------- -----------
Shares outstanding............................ 8,687 (500) 8,187 (500) 8,187
---------- ------------- ----------- ------------- -----------
---------- ------------- ----------- ------------- -----------
</TABLE>

15
<PAGE>
NOTES TO SUMMARY UNAUDITED PRO FORMA FINANCIAL INFORMATION

(1) Assumes repurchase of 500,000 Shares at a Purchase Price of $24 and $26 per
Share, respectively, at the beginning of the period presented. The
repurchase has been reflected as a $12,000,000 and $13,000,000 increase,
respectively, to the Credit Agreement bearing interest at 6.25% in fiscal
1996. Transaction costs of $122,000 have been reflected as an increase in
accrued liabilities.

(2) Pro forma income taxes have been calculated using a rate of 41%.

(3) The ratio of earnings before fixed charges to fixed charges were computed by
dividing pre-tax income before fixed charges by fixed charges. Fixed charges
consist of interest expense and the interest component of operating leases.

(4) Book value per common share is calculated as total stockholders' equity
divided by the number of common shares outstanding, net of treasury shares,
at the end of the period.

------------------------

ADDITIONAL INFORMATION. The Company is subject to the information
requirements of the Exchange Act, and in accordance therewith, files periodic
reports, proxy statements and other information with the Commission relating to
its business, financial condition and other matters. The Company is required to
disclose in such proxy statements certain information, as of particular dates,
concerning the Company's directors and officers, their compensation, stock
options granted to them, the principal holders of the Company's securities and
any material interest of such persons in transactions with the Company. The
Company has also filed an Issuer Tender Offer Statement on Schedule 13E-4 with
the Commission. Such material and other information may be inspected at the
public reference facilities maintained by the Commission at Room 1024, Judiciary
Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549; and (except for the
Issuer Tender Offer Statement) are also available for inspection and copying at
the following regional offices of the Commission: Seven World Trade Center,
Suite 1300, New York 10048; and Northwestern Atrium Center, 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661. Copies of such material can also be
obtained by mail, upon payment of the Commission's customary charges, by writing
to the Public Reference Section at 450 Fifth Street, N.W., Judiciary Plaza,
Washington, D.C. 20549. The Commission also maintains a web site at
http://www.sec.gov which contains reports, proxy statements and other
information regarding registrants that file electronically with the Commission.
Such material (except for the Issuer Tender Offer Statement) is also available
for inspection at the NYSE at 86 Trinity Place, New York, New York 10006.

12. INTEREST OF DIRECTORS AND EXECUTIVE OFFICERS; TRANSACTIONS AND ARRANGEMENTS
CONCERNING THE SHARES.

Except as indicated below, neither the Company, nor any executive officer or
director of the Company, any person controlling the Company, any executive
officer or director of any person controlling the Company or any associate or
subsidiary of any such person (including any executive officer or director of
any such subsidiary), has engaged in any transaction involving Shares during the
period of forty business days prior to the date hereof. On September 27, 1996,
the Company purchased 40,000 Shares in an open-market transaction executed on
the NYSE.

As of October 16, 1996, directors, executive officers and affiliates of the
Company owned 4,021,812 of the Company's Shares (46.5% of the outstanding
Shares). Wade F.B. Thompson, Chairman, President and Chief Executive Officer of
the Company, and Peter B. Orthwein, Vice Chairman and Treasurer of the Company,
have indicated that they intend to tender 150,000 and 30,000 Shares,
respectively, or an aggregate of approximately 180,000 Shares (2.1% of the
outstanding Shares as of October 16, 1996) pursuant to the Offer.

16
<PAGE>
Neither the Company nor, to the Company's knowledge, any of its executive
officers, directors or affiliates is a party to any contract, arrangement,
understanding or relationship relating, directly or indirectly, to the Offer
with any other person with respect to Shares (including, but not limited to, any
contract, arrangement, understanding or relationship concerning the transfer or
the voting of any such securities, joint ventures, loan or option arrangements,
puts or calls, guaranties of loans, guaranties against loss or the giving or
withholding of proxies, consents or authorizations). Except for the Offer, none
of the Company or its executive officers or directors has current plans or
proposals which relate to or would result in any extraordinary corporate
transaction involving the Company, such as a merger, reorganization, sale or
transfer of a material amount of its assets or the assets of any of its
subsidiaries, taken as a whole, any change in its present Board of Directors or
management, any material change in its present dividend policy or indebtedness
or capitalization, any other material change in its business or corporate
structure, any material change in its Restated Certificate of Incorporation or
Bylaws, or any actions causing a class of its equity securities to become
eligible for termination of registration pursuant to Section 12(g)(4) of the
Exchange Act, or the suspension of the Company's obligation to file reports
pursuant to Section 15(d) of the Exchange Act, or any actions similar to any of
the foregoing.

13. CERTAIN LEGAL MATTERS; REGULATORY APPROVALS.

The Company is not aware of any license or regulatory permit that it
believes is material to the Company's business that might be adversely affected
by the Company's acquisition of Shares as contemplated herein or of any approval
or other action by any government or governmental, administrative or regulatory
authority or agency, domestic or foreign, that would be required for the
acquisition or ownership of Shares by the Company as contemplated herein. Should
any such approval or other action be required, the Company presently
contemplates that such approval or other action will be sought. The Company is
unable to predict whether it will be required to delay the acceptance for
payment of, or payment for, Shares tendered pursuant to the Offer pending the
outcome of any such matter. There can be no assurance that any such approval or
other action, if needed, would be obtained or would be obtained without
substantial conditions or that the failure to obtain any such approval or other
action might not result in adverse consequences to the Company's business. The
Company's obligations under the Offer to accept for payment and pay for Shares
are subject to certain conditions. See Section 6.

14. CERTAIN FEDERAL INCOME TAX CONSEQUENCES.

The following is a general summary under currently applicable law of certain
federal income tax considerations generally applicable to the Offer. The
discussion set forth below is for general information only and the tax treatment
described herein may vary depending upon each stockholder's particular
circumstances and tax position. Certain stockholders (including insurance
companies, tax-exempt organizations, financial institutions or broker-dealers,
foreign corporations, persons who are not citizens or residents of the United
States, stockholders who do not hold their Shares as capital assets and
stockholders who have acquired their Shares upon the exercise of options or
otherwise as compensation) may be subject to special rules not discussed below.
No ruling from the Internal Revenue Service ("IRS") will be applied for with
respect to the federal income tax consequences discussed herein and,
accordingly, there can be no assurance that the IRS will agree with the
conclusions stated. The discussion does not consider the effect of any
applicable foreign, state, local or other tax laws. EACH STOCKHOLDER SHOULD
CONSULT HIS OR HER OWN TAX ADVISOR AS TO THE PARTICULAR TAX CONSEQUENCES TO HIM
OR HER OF THE OFFER, INCLUDING THE APPLICABILITY AND EFFECT OF ANY FOREIGN,
STATE, LOCAL OR OTHER TAX LAWS, ANY RECENT CHANGES IN APPLICABLE TAX LAWS AND
ANY PROPOSED LEGISLATION.

GENERAL. A stockholder's exchange of Shares for cash pursuant to the Offer
will be a taxable transaction for federal income tax purposes, and may also be a
taxable transaction under applicable state,

17
<PAGE>
local, foreign or other tax laws. The federal income tax consequences to a
stockholder may vary depending
upon the stockholder's particular facts and circumstances.

TREATMENT AS A SALE OR EXCHANGE. Under Section 302 of the Internal Revenue
Code of 1986, as amended (the "Code"), a transfer of Shares to the Company
pursuant to the Offer will, as a general rule, be treated as a sale or exchange
of the Shares if the receipt of cash upon the sale (a) is "substantially
disproportionate" with respect to the stockholder, (b) results in a "complete
redemption" of the stockholder's interest in the Company, or (c) is "not
essentially equivalent to a dividend" with respect to the stockholder. These
tests (the "Section 302 tests") are explained more fully below.

If any of the Section 302 tests is satisfied, a tendering stockholder will
recognize gain or loss equal to the difference between the amount of cash
received by the stockholder pursuant to the Offer (less any portion thereof
attributable to accrued but unpaid dividends which is taxable as a dividend) and
the stockholder's basis in the Shares sold pursuant to the Offer. If the Shares
are held as capital assets, the gain or loss will be capital gain or loss, which
will be long-term capital gain or loss if the Shares have been held for more
than one year.

TREATMENT AS A DIVIDEND. If none of the Section 302 tests is satisfied and,
as anticipated, the Company has sufficient earnings and profits, a tendering
stockholder will be treated as having received a dividend taxable as ordinary
income in an amount equal to the entire amount of cash received by the
stockholder pursuant to the Offer. This amount will not be reduced by the
stockholder's basis in the Shares sold pursuant to the Offer, and (except as
described below for corporate stockholders eligible for the dividends-received
deduction) the stockholder's basis in those Shares will be added to the
stockholder's basis in his or her remaining Shares. No assurance can be given
that any of the Section 302 tests will be satisfied as to any particular
stockholder, and thus no assurance can be given that any particular stockholder
will not be treated as having received a dividend taxable as ordinary income.

CONSTRUCTIVE OWNERSHIP OF STOCK. In determining whether any of the Section
302 tests is satisfied, a stockholder must take into account not only Shares
actually owned by the stockholder, but also Shares that are constructively owned
within the meaning of Section 318 of the Code. Under Section 318, a stockholder
may constructively own Shares actually owned, and in some cases constructively
owned, by certain related individuals and certain entities in which the
stockholder has an interest, as well as any Shares the stockholder has a right
to acquire by exercise of an option or by the conversion or exchange of a
security.

THE SECTION 302 TESTS. One of the following tests must be satisfied in
order for the sale of Shares pursuant to the Offer to be treated as a sale or
exchange rather than as a dividend distribution.

(a) SUBSTANTIALLY DISPROPORTIONATE TEST. The receipt of cash by a
stockholder will be substantially disproportionate with respect to the
stockholder if the percentage of the outstanding voting stock of the Company
actually and constructively owned by the stockholder immediately following the
sale of Shares pursuant to the Offer (treating Shares purchased pursuant to the
Offer as not outstanding) is less than 80% of the percentage of the outstanding
voting stock of the Company actually and constructively owned by the stockholder
immediately before the exchange (treating Shares purchased to the Offer as
outstanding). Stockholders should consult their tax advisors concerning the
application of the substantially disproportionate test to their particular
circumstances.

(b) COMPLETE REDEMPTION TEST. The receipt of cash by a stockholder will be a
complete redemption of the stockholder's interest if either (i) all of the
Shares actually and constructively owned by the stockholder is sold pursuant to
the Offer or (ii) all of the Shares actually owned by the stockholder is sold
pursuant to the Offer and the stockholder is eligible to waive, and effectively
waives, the attribution of all Shares constructively owned by the stockholder in
accordance with the procedures described in Section 302(c)(2) of the Code.

18
<PAGE>
(c) NOT ESSENTIALLY EQUIVALENT TO A DIVIDEND TEST. The receipt of cash by a
stockholder will not be essentially equivalent to a dividend if the
stockholder's exchange of Shares pursuant to the Offer results in a meaningful
reduction of the stockholder's proportionate interest in the Company. Whether
the receipt of cash by a stockholder will not be essentially equivalent to a
dividend will depend on the stockholder's particular facts and circumstances.
However, in certain circumstances, in the case of a small minority stockholder,
even a small reduction may satisfy this test. For example, the IRS has indicated
in a published ruling that in the case of a small minority stockholder of a
publicly held corporation who exercises no control over corporate affairs, a
reduction in the stockholder's proportionate interest in the corporation from
.0001118% to .0001081% (which represented only a 3.3% reduction in the
stockholder's percentage ownership of outstanding shares for purposes of the
substantially disproportionate test) would constitute a meaningful reduction.
Stockholders expecting to rely on the "not essentially equivalent to a dividend
test" should consult their own tax advisors regarding its application in their
particular circumstances.

Under certain circumstances, it may be possible for a tendering stockholder
to satisfy one of the Section 302 tests by contemporaneously selling or
otherwise disposing of all or some of the Shares that are actually or
constructively owned by the stockholder but that is not purchased pursuant to
the Offer. Correspondingly, a stockholder may not be able to satisfy any of the
Section 302 tests because of contemporaneous acquisitions of Shares by the
stockholder or be a related party whose stock is constructively owned by the
stockholder. Stockholders should consult their tax advisors regarding the
consequences of such sales or acquisitions in their particular circumstances.

In the event that the Offer is oversubscribed, the Company's purchase of
Shares pursuant to the Offer will be prorated. Thus, even if all the Shares
actually and constructively owned by a stockholder are tendered pursuant to the
Offer, it is possible that not all of the Shares will be purchased by the
Company, which in turn may affect the stockholder's ability to satisfy one of
the Section 302 tests described above.

SPECIAL RULES FOR CORPORATE STOCKHOLDERS. If the exchange of Shares by a
corporate stockholder does not satisfy any of the Section 302 tests and is
therefore treated as a dividend, the stockholder may be entitled to a
dividends-received deduction equal to 70% of the dividend. There are a number of
limitations on the availability of the deduction, however, and the
dividends-received deduction may not be available or could be limited if, for
example, the corporation does not satisfy certain holding period requirements
with respect to the Shares or the Shares are treated as "debt financed portfolio
stock." Finally, it is expected that if a dividends-received deduction is
available, the dividend will generally constitute an extraordinary dividend
under Section 1059 of the Code. As a result, a corporate stockholder will be
required to reduce its tax basis in its Shares (but not below zero) by the non-
taxed portion of the dividend (that is, the portion of the dividend equal to the
dividends-received deduction). If the non-taxed portion of the dividend exceeds
the corporate stockholder's tax basis in its Shares, the excess must be treated
as gain from the sale of the Shares for the taxable year in which a sale or
disposition of the Shares occurs.

BACKUP WITHHOLDING. See Section 3 concerning the potential application of
federal backup withholding.

FOREIGN STOCKHOLDERS. The Company generally will assume that a foreign
stockholder will be treated as having received a dividend and will therefore
withhold federal income tax at a rate equal to 30% of the gross proceeds paid to
a foreign stockholder or his or her agent pursuant to the Offer, unless the
Depositary determines that an exemption from or a reduced rate of withholding is
available pursuant to a tax treaty or that an exemption from withholding is
applicable because the gross proceeds are effectively connected with the conduct
of a trade or business by the foreign stockholder within the United States. A
foreign stockholder with respect to whom tax has been withheld may be eligible
to obtain a refund from the IRS of all or a portion of the withheld tax if the
stockholder satisfies one of the Section 302 tests for capital gain treatment or
is otherwise able to establish that no tax or a reduced amount of tax is due.
See

19
<PAGE>
Section 3 for more details concerning application of the withholding tax to
foreign stockholders. FOREIGN STOCKHOLDERS ARE URGED TO CONSULT THEIR OWN TAX
ADVISERS REGARDING THE PARTICULAR TAX CONSEQUENCES TO SUCH STOCKHOLDER OF THE
DISPOSITION OF SHARES PURSUANT TO THE OFFER AND THE APPLICATION OF FEDERAL
INCOME TAX WITHHOLDING, INCLUDING ELIGIBILITY FOR A WITHHOLDING TAX REDUCTION OR
EXEMPTION AND THE REFUND PROCEDURE.

15. EXTENSION OF THE OFFER; TERMINATION; AMENDMENTS.

The Company expressly reserves the right, in its sole discretion, and
regardless of whether or not any of the conditions specified in Section 6 shall
have occurred, at any time or from time to time, to extend the period of time
during which the Offer is open by giving oral or written notice of such
extension to the Depositary, followed by a public announcement thereof no later
than 9:00 a.m., New York City time, on the next business day after the
previously scheduled Expiration Date. There can be no assurance that the Company
will exercise its right to extend the Offer for the Shares. During any such
extension, all Shares previously tendered and not withdrawn will remain subject
to the Offer.

The Company also expressly reserves the right, in its sole discretion, (a)
to delay payment for any Shares not theretofore paid for or to terminate the
Offer and not to accept for payment any Shares not theretofore accepted for
payment, upon the occurrence of any of the conditions specified in Section 6, or
(b) at any time or from time to time to amend the Offer in any respect,
including increasing or decreasing the number of Shares the Company may purchase
or the range of prices it may pay pursuant to the Offer. The Company confirms
that its reservation of the right to delay payment for Shares which it has
accepted for payment is limited by Rule 13e-4(f)(5) under the Exchange Act,
which requires that an issuer pay the consideration offered or return the
tendered securities promptly after the termination or withdrawal of a tender
offer.

Any such extension, delay, termination or amendment will be followed
promptly by a public announcement thereof. Any public announcement made pursuant
to the Offer will be disseminated promptly to stockholders in a manner
reasonably designed to inform stockholders of such change. Without limiting the
manner in which the Company may choose to make any public announcement, except
as provided by applicable law (including Rule 13e-4(e)(2) under the Exchange
Act), the Company shall have no obligation to publish, advertise or otherwise
communicate any such public announcement other than by making a release to the
Dow Jones News Service.

If the Company makes a material change in the terms of the Offer or the
information concerning the Offer, or if it waives a material condition of the
Offer, the Company will extend the Offer to the extent required by Rules
13e-4(d)(2) and 13e-4(e)(2) under the Exchange Act, which require that the
minimum period during which an offer must remain open following material changes
in the terms of the Offer or information concerning the Offer (other than a
change in price or a change in percentage of securities sought) will depend upon
the facts and circumstances, including the relative materiality of such terms or
information. The Company reserves the right, in its sole discretion, to purchase
additional Shares pursuant to the Offer. If (a) the Company increases or
decreases the price to be paid for the Shares, or the Company increases the
number of Shares being sought and such increase in the number of Shares being
sought exceeds 2% of the outstanding Shares or the Company decreases the number
of Shares being sought and (b) the Offer for the Shares is scheduled to expire
at any time earlier than the expiration of a period ending on the tenth business
day from, and including, the date that notice of such increase or decrease is
first published, sent or given, the Offer will be extended until the expiration
of such period of ten business days.

16. FEES AND EXPENSES.

The Company has retained D.F. King & Co., Inc. to act as Information Agent
and Harris Trust and Savings Bank to act as Depositary in connection with the
Offer. The Information Agent may contact

20
<PAGE>
holders of Shares by mail, telephone, telex, telegraph and personal interviews
and may request brokers, dealers and other nominee stockholders to forward
materials relating to the Offer to beneficial owners. The Information Agent and
the Depositary will each receive reasonable and customary compensation for their
respective services, will be reimbursed for certain reasonable out-of-pocket
expenses and will be indemnified against certain liabilities and expenses in
connection with the Offer, including certain liabilities under the Federal
securities laws. The Depositary has rendered stock transfer services to the
Company in the past for which it has received customary compensation, and can be
expected to continue to render similar services to the Company in the future.
The Depositary is also a lender under the Company's Credit Agreement. Neither
the Depositary nor the Information Agent has been retained to, or is authorized
to, make recommendations in connection with the Offer.

The Company will not pay any fees or commissions to any broker or dealer or
any other person (other than the Information Agent and the Depositary) for
soliciting tenders of Shares pursuant to the Offer. Brokers, dealers, commercial
banks and trust companies will, upon request, be reimbursed by the Company for
reasonable and necessary costs and expenses incurred by them in forwarding
materials to their customers.

17. MISCELLANEOUS.

The Company will not accept tenders by or on behalf of holders of Shares in
any jurisdiction, foreign or domestic, in which the acceptance thereof would not
be in compliance with the laws of such jurisdiction. The Company is not aware of
any jurisdiction in which the making of the Offer or the acceptance for payment
of Shares in connection therewith would not be in compliance with the laws of
such jurisdiction. If the Company becomes aware of any jurisdiction where the
making of the Offer would not be in compliance with such laws, the Company will
make a good faith effort to comply with such laws or seek to have such laws
declared inapplicable to the Offer. If after such good faith effort the Company
cannot comply with any such laws, the Offer will not be made to, nor will
tenders be accepted from or on behalf of, holders of Shares in any such
jurisdictions. In those jurisdictions whose laws require that the Offer be made
by a licensed broker or dealer, the Offer shall be deemed to be made on behalf
of the Company by one or more registered brokers or dealers licensed under the
laws of such jurisdictions.

OCTOBER 17, 1996

THOR INDUSTRIES, INC.

21
<PAGE>
Facsimile copies of the Letter of Transmittal will be accepted from the
Letter of Transmittal and certificates for Shares and any other required
documents should be sent or delivered to each tendering stockholder or his or
her broker, dealer, commercial bank, trust company or other nominee to the
Depositary at one of its addresses set forth below.

THE DEPOSITARY FOR THE OFFER IS:
HARRIS TRUST AND SAVINGS BANK
C/O HARRIS TRUST COMPANY OF NEW YORK

BY OVERNIGHT COURIER:
77 WATER STREET, 4TH FLOOR
NEW YORK, NY 10005

<TABLE>
<S> <C> <C>
BY MAIL: BY FACSIMILE TRANSMISSION BY HAND:
WALL STREET STATION (FOR ELIGIBLE INSTITUTIONS RECEIVE WINDOW
P.O. BOX 1010 ONLY): 77 WATER STREET, 5TH FLOOR
NEW YORK, NY 10268-1010 FAX: (212) 701-7636 NEW YORK, NY
(212) 701-7637
CONFIRM BY TELEPHONE:
(212) 701-7624
</TABLE>

Any questions or requests for assistance or additional copies of this Offer
to Purchase, the Letter of Transmittal and the Notice of Guaranteed Delivery may
be directed to the Information Agent. Stockholders may also contact their
broker, dealer, commercial bank, trust company or other nominee for assistance
concerning the Offer.

THE INFORMATION AGENT FOR THE OFFER IS:
D.F. KING & CO., INC.
77 WATER STREET
NEW YORK, NEW YORK 10005
BANKS AND BROKERS CALL COLLECT (212) 269-5550
ALL OTHERS CALL TOLL FREE (800) 829-6551

<PAGE>
LETTER OF TRANSMITTAL
TO TENDER SHARES OF COMMON STOCK
OF
THOR INDUSTRIES, INC.
PURSUANT TO THE OFFER TO PURCHASE
DATED OCTOBER 17, 1996

THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE
AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON THURSDAY,
NOVEMBER 14, 1996, UNLESS THE OFFER IS EXTENDED

TO: HARRIS TRUST AND SAVINGS BANK, DEPOSITARY
C/O HARRIS TRUST COMPANY OF NEW YORK

BY OVERNIGHT COURIER:

77 Water Street, 4th Floor
New York, NY 10005

<TABLE>
<CAPTION>
BY FACSIMILE TRANSMISSION
(FOR ELIGIBLE INSTITUTIONS
BY MAIL: ONLY): BY HAND:

<S> <C> <C>
Wall Street Station Fax: (212) 701-7636 Receive Window
P.O. Box 1010 (212) 701-7637 77 Water Street, 5th Floor
New York, NY 10268-1010 New York, NY
</TABLE>

CONFIRM BY TELEPHONE:

(212) 701-7624

DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN ONE OF THOSE SHOWN
ABOVE, OR TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE NUMBER OTHER THAN ONE OF
THOSE LISTED ABOVE, DOES NOT CONSTITUTE A VALID DELIVERY.
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C>
DESCRIPTION OF SHARES TENDERED
(SEE INSTRUCTIONS 3 AND 4)

<CAPTION>
NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S) CERTIFICATE(S) TENDERED
(PLEASE FILL IN EXACTLY AS NAME(S) APPEAR(S) ON CERTIFICATE(S)) (ATTACH SIGNED LIST IF NECESSARY)
<S> <C> <C> <C>
<CAPTION>
NUMBER OF SHARES NUMBER OF
CERTIFICATE REPRESENTED BY SHARES
(NUMBER(S))* CERTIFICATE(S)* TENDERED**
<S> <C> <C> <C>
TOTAL SHARES TENDERED
</TABLE>

Indicate in this box the order (by certificate number) in which Shares are
to be purchased in the event of proration.*** (Attach additional signed list
if necessary.) See Instruction 10.

1st: ; 2nd: ; 3rd: ; 4th: ; 5th:

* Need not be completed if Shares are delivered by book-entry transfer.

** If you desire to tender fewer than all Shares evidenced by any
certificates listed above, please indicate in this column the number of
Shares you wish to tender. Otherwise, all Shares evidenced by such
certificates will be deemed to have been tendered. See Instruction 4.

*** If you do not designate an order, then in the event less than all Shares
tendered are purchased due to proration, Shares will be selected for
purchase by the Depositary.

This Letter of Transmittal is to be used only (a) if certificates for Shares
(as defined below) are to be forwarded with it (or such certificates will be
delivered pursuant to a Notice of Guaranteed Delivery previously sent to the
Depositary) or (b) if a tender of Shares is to be made by book-entry transfer to
the account maintained by the Depositary at The Depository Trust Company ("DTC")
or Philadelphia Depository Trust Company ("PDTC") (collectively, the "Book-Entry
Transfer Facilities") pursuant to Section 3 of the Offer to Purchase.

Stockholders whose certificates are not immediately available or who cannot
deliver their certificates for Shares and all other required documents to the
Depositary before the Expiration Date (as defined in the Offer to Purchase) or
whose Shares cannot be delivered on a timely basis pursuant to the procedure for
book-entry transfer must tender their Shares according to the guaranteed
delivery procedure set forth in Section 3 of the Offer to Purchase. See
Instruction 2. Delivery of the Letter of Transmittal and any other required
documents to one of the Book-Entry Transfer Facilities does not constitute
delivery to the Depositary.
<PAGE>

/ / CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED BY BOOK-ENTRY
TRANSFER MADE TO AN ACCOUNT MAINTAINED BY THE DEPOSITARY WITH ONE OF
THE BOOK-ENTRY TRANSFER FACILITIES, AND COMPLETE THE FOLLOWING:
Name of Tendering Institution: ________________________________________

Check Box of Applicable Book-Entry Transfer Facility:

/ / DTC / / PDTC
Account Number: ______________________________________________________
Transaction Code Number: _____________________________________________

/ / CHECK HERE IF CERTIFICATES FOR TENDERED SHARES ARE BEING DELIVERED
PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE
DEPOSITARY, AND COMPLETE THE FOLLOWING:
Name(s) of Registered Holder(s): _____________________________________
Date of Execution of Notice of Guaranteed Delivery: __________________
Name of Institution Which Guaranteed Delivery: _______________________

Check Box of Applicable Book-Entry Transfer Facility and Give Account
Number if Delivered by Book-Entry Transfer:

/ / DTC / / PDTC
Account Number: ______________________________________________________
<PAGE>

ODD LOTS
(SEE INSTRUCTION 8)

To be completed ONLY if Shares are being tendered by or on behalf of a
person owning beneficially, as of the close of business on October 16, 1996,
and will continue to beneficially own as of the Expiration Date, an
aggregate of fewer than 100 Shares.

The undersigned either (check one box):

/ / was the beneficial owner as of the close of business on October 16,
1996, and will continue to be the beneficial owner as of the Expiration
Date, of an aggregate of fewer than 100 Shares, all of which are being
tendered; or

/ / is a broker, dealer, commercial bank, trust company or other nominee
which:

(a) is tendering, for the beneficial owners thereof, Shares with
respect to which it is the record holder; and

(b) believes, based upon representations made to it by such beneficial
owners, that each such person was the beneficial owner as of the
close of business on October 16, 1996, and each such person will
continue to be the beneficial owner as of the Expiration Date, of an
aggregate of fewer than 100 Shares and is tendering all of such
Shares.

In addition, the undersigned is tendering Shares (check one box):

/ / at the Purchase Price (as defined below), as the same shall be
determined by the Company in accordance with the terms of the Offer
(persons checking this box should not indicate the price per Share
under "Price (in Dollars) Per Share at Which Shares Are Being Tendered"
in this Letter of Transmittal); or

/ / at the price per Share indicated under "Price (in Dollars) Per Share at
Which Shares Are Being Tendered" in this Letter of Transmittal.
<PAGE>
Ladies and Gentlemen:

The undersigned hereby tenders to Thor Industries, Inc., a Delaware
corporation (the "Company"), the above-described shares of the Company's Common
Stock, par value $0.10 per share (the "Shares" or the "Common Stock"), at the
price per Share indicated in this Letter of Transmittal, net to the seller in
cash, upon the terms and subject to the conditions set forth in the Company's
Offer to Purchase, dated October 17, 1996 (the "Offer to Purchase"), receipt of
which is hereby acknowledged, and in this Letter of Transmittal (which together
constitute the "Offer").

Subject to and effective upon acceptance for payment of the Shares tendered
hereby in accordance with the terms of the Offer (including, if the Offer is
extended or amended, the terms or conditions of any such extension or
amendment), the undersigned hereby sells, assigns and transfers to or upon the
order of the Company all right, title and interest in and to all Shares tendered
hereby and orders the registration of such Shares, if tendered by book-entry
transfer, that are purchased pursuant to the Offer to or upon the order of the
Company and hereby irrevocably constitutes and appoints the Depositary as the
true and lawful agent and attorney-in-fact of the undersigned with respect to
such Shares, with full power of substitution (such power of attorney being an
irrevocable power coupled with an interest), to:

(a) deliver certificates for Shares or transfer ownership of such Shares on
the account books maintained by a Book-Entry Transfer Facility, together in
either such case with all accompanying evidences of transfer and authenticity,
to or upon the order of the Company, upon receipt by the Depositary, as the
undersigned's agent, of the Purchase Price (as defined below) with respect to
such Shares;

(b) present certificates for such Shares for cancellation and transfer on
the Company's books; and

(c) receive all benefits and otherwise exercise all rights of beneficial
ownership of such Shares, subject to the next paragraph, all in accordance with
the terms of the Offer.

The undersigned hereby represents and warrants to the Company that:

(a) the undersigned understands that tenders of Shares pursuant to any one
of the procedures described in Section 3 of the Offer to Purchase and in the
Instructions hereto will constitute the undersigned's acceptance of the terms
and conditions of the Offer, including the undersigned's representation and
warranty that (i) the undersigned has a net long position in Shares or
equivalent securities at least equal to the Shares tendered within the meaning
of Rule 14e-4 under the Securities Exchange Act of 1934, as amended, and (ii)
such tender of Shares complies with Rule 14e-4;

(b) when and to the extent the Company accepts the Shares for purchase, the
Company will acquire good, marketable and unencumbered title to them, free and
clear of all security interests, liens, charges, encumbrances, conditional sales
agreements or other obligations relating to their sale or transfer, and not
subject to any adverse claim;

(c) on request, the undersigned will execute and deliver any additional
documents the Depositary or the Company deems necessary or desirable to complete
the assignment, transfer and purchase of the Shares tendered hereby; and

(d) the undersigned has read, understands and agrees with, all of the terms
of the Offer.

With respect to holders of certificates representing Shares tendered hereby,
the names and addresses of the registered holders should be printed, if they are
not already printed above, exactly as they appear on the certificates
representing Shares tendered hereby. The certificate numbers, the number of
Shares represented by such certificates, and the number of Shares that the
undersigned wishes to tender, should be set forth in the appropriate boxes
above. The price at which such Shares are being tendered should be indicated in
the box below.
<PAGE>
The undersigned understands that the Company will, upon the terms and
subject to the conditions of the Offer, determine a single price per Share, not
greater than $26 nor less than $24, net to the seller in cash (the "Purchase
Price"), that it will pay for Shares properly tendered and not withdrawn
pursuant to the Offer, taking into account the number of Shares so tendered and
the prices specified by stockholders tendering Shares. The undersigned
understands that the Company will select the lowest Purchase Price that will
allow it to purchase 500,000 Shares (or such lesser number of Shares as are
properly tendered and not withdrawn) at a price not greater than $26 nor less
than $24 per Share pursuant to the Offer. The undersigned understands that all
Shares properly tendered at prices at or below the Purchase Price and not
withdrawn prior to the Expiration Date will be purchased at the Purchase Price,
upon the terms and subject to the conditions of the Offer, including the
proration terms and odd lot tender provisions, and that the Company will return
all other Shares, including Shares tendered and not withdrawn at prices greater
than the Purchase Price and Shares not purchased because of proration.

The undersigned recognizes that under certain circumstances set forth in the
Offer to Purchase, the Company may terminate or amend the Offer or may postpone
the acceptance for payment of, or the payment for, Shares tendered or may accept
for payment fewer than all of the Shares tendered hereby. In any event, the
undersigned understands that certificate(s) for any Shares not tendered or not
purchased will be returned to the undersigned at the address indicated above,
unless otherwise indicated under the "Special Payment Instructions" or "Special
Delivery Instructions" below. The undersigned recognizes that the Company has no
obligation, pursuant to the Special Payment Instructions, to transfer any
certificate for Shares from the name of their registered holder, or to order the
registration or transfer of such Shares tendered by book-entry transfer, if the
Company purchases none of the Shares represented by such certificate or tendered
by such book-entry transfer.

The undersigned understands that acceptance of Shares by the Company for
payment will constitute a binding agreement between the undersigned and the
Company upon the terms and subject to the conditions of the Offer.

The check for the aggregate Purchase Price for such of the tendered Shares
as are purchased will be issued to the order of the undersigned and mailed to
the address indicated above unless otherwise indicated under the "Special
Payment Instructions" or the "Special Delivery Instructions" below.

All authority conferred or agreed to be conferred by this Letter of
Transmittal shall survive the death or incapacity of the undersigned and any
obligations of the undersigned under this Letter of Transmittal shall be binding
upon the heirs, personal representatives, successors and assigns of the
undersigned. Except as stated in the Offer to Purchase, this tender is
irrevocable.
<PAGE>
PRICE (IN DOLLARS) PER SHARE AT WHICH SHARES ARE BEING TENDERED

IF SHARES ARE BEING TENDERED AT MORE THAN ONE PRICE,

USE A SEPARATE LETTER OF TRANSMITTAL FOR

EACH PRICE SPECIFIED.

CHECK ONLY ONE BOX.
IF MORE THAN ONE BOX IS CHECKED, OR IF NO BOX IS CHECKED

(EXCEPT AS OTHERWISE PROVIDED HEREIN),

THERE IS NO PROPER TENDER OF SHARES.

<TABLE>
<S> <C>
SPECIAL PAYMENT INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 1, 4, 6, 7 AND 9) (SEE INSTRUCTIONS 1, 4, 6 AND 9)

To be completed ONLY if certificates To be completed ONLY if certificates
for Shares not tendered or not for Shares not tendered or not
purchased and/or any check for the purchased issued in the name of the
Purchase Price of Shares purchased are undersigned and/or any check for the
to be issued in the name of and sent to Purchase Price of Shares purchased
someone other than the undersigned. issued in the name of the undersigned
are to be sent to someone other than
the undersigned or to the undersigned
at an address other than that shown
above.

Issue / / Check / / Certificates Deliver / / Check / / Certificates
to: to:

Name: Name:
--------------------------------- ---------------------------------
(Please Print) (Please Print)
Address: Address:
------------------------------- ------------------------------
- --------------------------------------- ---------------------------------------
(Include Zip Code) (Include Zip Code)
- ---------------------------------------
(Tax Identification or
Social Security Number)
</TABLE>

<PAGE>

STOCKHOLDER(S) SIGN HERE

(SEE INSTRUCTIONS 1 AND 6)

(PLEASE COMPLETE SUBSTITUTE FORM W-9 ON REVERSE SIDE)

Must be signed by the registered holder(s) exactly as name(s) appear(s) on
certificate(s) or on a security position listing or by person(s) authorized to
become registered holder(s) by certificate(s) and documents transmitted with
this Letter of Transmittal. If signature is by attorney-in-fact, executor,
administrator, trustee, guardian, officer of a corporation or another acting
in a fiduciary or representative capacity, please set forth the full title.
See Instruction 6.
______________________________________________________________________________

(Signature(s))
Dated: _________________________________________________________________, 1996
Name(s): _____________________________________________________________________
______________________________________________________________________________

(Please Print)
Capacity (full title): _______________________________________________________
______________________________________________________________________________
Address: _____________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________

(Include Zip Code)
Area Code and Telephone Number: ______________________________________________

Tax Identification or
Social Security Number(s): ___________________________________________________
Dated: _________________________________________________________________, 1996

GUARANTEE OF SIGNATURE(S)

(SEE INSTRUCTIONS 1 AND 6)
Authorized Signature: ________________________________________________________
Name: ________________________________________________________________________

(Please Print)
Title: _______________________________________________________________________
Name of Firm: ________________________________________________________________
Address: _____________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________

(Include Zip Code)
Area Code and Telephone Number: ______________________________________________
Dated: _________________________________________________________________, 1996
Tax Identification or Social Security Number(s): _____________________________
<PAGE>
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER

1. GUARANTEE OF SIGNATURES.

Each signature on this Letter of Transmittal or a notice of withdrawal, as
the case may be, must be guaranteed unless the Shares tendered pursuant hereto
are tendered (i) by a registered holder of the Shares who has not completed
either the box entitled "Special Payment Instructions" or the box entitled
"Special Delivery Instructions" in this Letter of Transmittal, or (ii) for the
account of a financial institution (including most commercial banks, savings and
loan associations and brokerage houses) that is a participant in the Security
Transfer Agent Medallion Program, the New York Stock Exchange Medallion
Signature Guarantee Program, the New York Stock Exchange Medallion Signature
Guarantee Program or the Stock Exchange Medallion Program (an "Eligible
Institution"). In the event that a signature on this Letter of Transmittal or a
notice of withdrawal, as the case may be, is required to be guaranteed, such
guarantee must be by an Eligible Institution. If this Letter of Transmittal is
signed by a person other than the registered holder of the Shares, the Shares
tendered must either (i) be endorsed by the registered holder with a signature
thereon guaranteed by an Eligible Institution, or (ii) be accompanied by a stock
power, in satisfactory form, as determined by the Company in its sole
discretion, duly executed by the registered holder, with the signature thereon
guaranteed by an Eligible Institution. The term "registered holder" as used
herein with respect to the Shares means any person in whose name the Shares are
registered on the books of the Registrar.

In all other cases, an Eligible Institution must guarantee all signatures on
this Letter of Transmittal. See Instruction 6.

2. DELIVERY OF LETTER OF TRANSMITTAL AND CERTIFICATES; GUARANTEED DELIVERY
PROCEDURES.

This Letter of Transmittal is to be used only if certificates are delivered
with it to the Depositary (or such certificates will be delivered pursuant to a
Notice of Guaranteed Delivery previously sent to the Depositary) or if tenders
are to be made pursuant to the procedure for tender by book-entry transfer set
forth in Section 3 of the Offer to Purchase. Certificates for all physically
tendered Shares or confirmation of a book-entry transfer into the Depositary's
account at a Book-Entry Transfer Facility of Shares tendered electronically,
together in each case with a properly and duly executed Letter of Transmittal or
properly and duly executed facsimile of thereof, and any other documents
required by this Letter of Transmittal, should be mailed or delivered to the
Depositary at the appropriate address set forth in this Letter of Transmittal
and must be delivered to the Depositary on or before the Expiration Date.
Delivery of documents to one of the Book-Entry Transfer Facilities does not
constitute delivery to the Depositary.

Holders of Shares whose certificates are not immediately available or who
cannot deliver certificates for their Shares and all other required documents to
the Depositary before the Expiration Date, or whose Shares cannot be delivered
on a timely basis pursuant to the procedures for book-entry transfer, must, in
any such case, tender their Shares by or through an Eligible Institution by
properly completing and by duly executing and delivering a Notice of Guaranteed
Delivery (or facsimile thereof) and by otherwise complying with the guaranteed
delivery procedure set forth in Section 3 of the Offer to Purchase. Pursuant to
such procedure, the certificates for all physically tendered Shares or
book-entry confirmation, as the case may be, as well as a properly completed and
duly executed Letter of Transmittal (or manually executed facsimile thereof) and
all other documents required by this Letter of Transmittal, must be received by
the Depositary within three New York Stock Exchange trading days after receipt
by the Depositary of such Notice of Guaranteed Delivery, all as provided in
Section 3 of the Offer to Purchase.

The Notice of Guaranteed Delivery may be delivered by hand or transmitted by
telegram, facsimile transmission or mail to the Depositary and must include a
signature guarantee by an Eligible Institution in the form set forth in such
Notice of Guaranteed Delivery. For Shares to be validly tendered pursuant to the
guaranteed delivery procedure, the Depositary must receive the Notice of
Guaranteed Delivery on or before the Expiration Date.
<PAGE>
THE METHOD OF DELIVERY OF ALL DOCUMENTS, INCLUDING CERTIFICATES FOR SHARES,
IS AT THE OPTION AND RISK OF THE TENDERING STOCKHOLDER. IF DELIVERY IS BY MAIL,
REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED.
IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ASSURE DELIVERY.

The Company will not accept any alternative or contingent tenders, nor will
it purchase any fractional Shares, except as expressly provided in the Offer to
Purchase. All tendering stockholders, by execution of this Letter of Transmittal
(or a facsimile thereof), waive any right to receive any notice of the
acceptance of the tender.

3. INADEQUATE SPACE.

If the space provided in the box captioned "Description of Shares Tendered"
is inadequate, the certificate numbers and/or number of Shares should be listed
on a separate signed schedule and attached to this Letter of Transmittal.

4. PARTIAL TENDERS AND UNPURCHASED SHARES.

(Not applicable to stockholders who tender by book-entry transfer.) If fewer
than all of the Shares evidenced by any certificate are to be tendered, fill in
the number of Shares which are to be tendered in the column entitled "Number of
Shares Tendered" in the box captioned "Description of Shares Tendered." In such
case, if any tendered Shares are purchased, a new certificate for the remainder
of the Shares (including any Shares not purchased) evidenced by the old
certificate(s) will be issued and sent to the registered holder(s), unless
otherwise specified in either the "Special Payment Instructions" or "Special
Delivery Instructions" box on this Letter of Transmittal, as soon as practicable
after the Expiration Date. Unless otherwise indicated, all Shares represented by
the certificates listed and delivered to the Depositary will be deemed to have
been tendered.

5. INDICATION OF PRICE AT WHICH SHARES ARE BEING TENDERED.

For Shares to be properly tendered, the stockholder MUST check the box
indicating the price per share at which he or she is tendering Shares under
"Price (In Dollars) Per Share at Which Shares Are Being Tendered" on this Letter
of Transmittal, provided, however, that an Odd Lot Owner (as defined in
Instruction 8) may check the box above in the section entitled "Odd Lots"
indicating that he or she is tendering all of his or her Shares at the Purchase
Price. ONLY ONE BOX MAY BE CHECKED. IF MORE THAN ONE BOX IS CHECKED OR IF NO BOX
IS CHECKED, THERE IS NO PROPER TENDER OF SHARES. A stockholder wishing to tender
portions of his or her share holdings at different prices must complete a
separate Letter of Transmittal for each price at which he or she wishes to
tender each such portion of his or her Shares. The same Shares cannot be
tendered (unless previously properly withdrawn as provided in Section 4 of the
Offer to Purchase) at more than one price.

6. SIGNATURES ON LETTER OF TRANSMITTAL, STOCK POWERS AND ENDORSEMENTS.

(a) If this Letter of Transmittal is signed by the registered holder(s) of
the Shares tendered by this Letter of Transmittal, the signature(s) must
correspond exactly with the name(s) as written on the face of the certificate(s)
without any change whatsoever.

(b) If the Shares are registered in the names of two or more joint holders,
each such holder must sign this Letter of Transmittal.

(c) If any tendered Shares are registered in different names on several
certificates, it will be necessary to complete, sign and submit as many separate
Letters of Transmittal (or facsimiles thereof) as there are different
registrations of certificates.
<PAGE>
(d) When this Letter of Transmittal is signed by the registered holder(s) of
the Shares listed and transmitted hereby, no endorsement(s) or certificate(s)
representing such Shares or separate stock power(s) are required unless payment
is to be made, or the certificate(s) for Shares not tendered or not purchased
are to be issued to a person other than the registered holder(s). SIGNATURE(S)
ON SUCH CERTIFICATES MUST BE GUARANTEED BY AN ELIGIBLE INSTITUTION. If this
Letter of Transmittal is signed by any person other than the registered
holder(s) of the certificate(s) listed, the certificate(s) must be endorsed or
accompanied by appropriate stock powers, in either case signed exactly as the
name(s) of the registered holder(s) appear on the certificate(s), and the
signature(s) or such certificate(s) or stock power(s) must be guaranteed by an
Eligible Institution. See Instruction 1.

(e) If this Letter of Transmittal or any certificate(s) or stock power(s)
are signed by trustees, executors, administrators, guardians, attorneys-in-fact,
officers of corporations or others acting in a fiduciary or representative
capacity, such person(s) should so indicate when signing and must submit proper
evidence satisfactory to the Company of their authority to so act.

7. STOCK TRANSFER TAXES.

Except as provided in this Instruction 7, no stock transfer tax stamps or
funds to cover such stamps need accompany this Letter of Transmittal. The
Company will pay or cause to be paid any stock transfer taxes payable on the
transfer to it of Shares purchased pursuant to the Offer. If, however:

(a) payment of the aggregate Purchase Price for Shares tendered hereby and
accepted for purchase is to be made to any person other than the registered
holder(s);

(b) Shares not tendered or not accepted for purchase are to be registered in
the name(s) of any person(s) other than the registered holder(s); or

(c) tendered certificates are registered in the name(s) of any person(s)
other than the person(s) signing the Letter of Transmittal

then the Depositary will deduct from the Purchase Price the amount of any stock
transfer taxes (whether imposed on the registered holder, such other person or
otherwise) payable on account of the transfer to such person unless satisfactory
evidence of the payment of such taxes or an exemption from them is submitted.

8. ODD LOTS.

As described in Section 1 of the Offer to Purchase, if the Company is to
purchase fewer than all Shares tendered before the Expiration Date and not
withdrawn, the Shares purchased first will consist of all Shares tendered by or
on behalf of stockholders ("Odd Lot Owners") who beneficially hold, as of the
close of business on October 16, 1996 and who continued to own as of the
Expiration Date, an aggregate of fewer than 100 Shares and who tender all such
Shares at or below the Purchase Price. This preference will not be available
unless the box captioned "Odd Lots" is completed.

9. SPECIAL PAYMENT AND DELIVERY INSTRUCTIONS.

If certificate(s) for Shares not tendered or not purchased and/or check(s)
are to be issued in the name of a person other than the signer of the Letter of
Transmittal or if such certificate(s) and/or check(s) are to be sent to someone
other than the person signing the Letter of Transmittal or to the signer at a
different address, the boxes captioned "Special Payment Instructions" and/or
"Special Delivery Instructions" on this Letter of Transmittal should be
completed as applicable and signatures must be guaranteed as described in
Instruction 1.
<PAGE>
10. ORDER OF PURCHASE IN EVENT OF PRORATION.

As described in Section 1 of the Offer to Purchase, stockholders may
designate the order in which their Shares are to be purchased in the event of
proration. If a stockholder is entitled to capital gain or loss treatment as
described in Section 14 of the Offer to Purchase, the order of purchase may have
an effect on the amount of any taxable gain or loss on the Shares purchased,
depending on the stockholder's basis in the Shares. See Sections 1 and 14 of the
Offer to Purchase.

11. IRREGULARITIES.

All questions as to the number of Shares to be accepted, the price to be
paid for the Shares and the validity, form, eligibility (including time of
receipt) and acceptance for payment of any tender of Shares will be determined
by the Company in its sole discretion, which determination shall be final and
binding on all parties. The Company reserves the absolute right to reject any or
all tenders of Shares it determines not to be in proper form or the acceptance
of which or payment for which may, in the opinion of the Company's counsel, be
unlawful. The Company also reserves the absolute right to waive any of the
conditions of the Offer and any defect or irregularity in the tender of any
particular Shares, and the Company's interpretation of the terms of the Offer
(including these instructions) will be final and binding on all parties. No
tender of Shares will be deemed to be properly made until all defects and
irregularities have been cured or waived. Unless waived, any defects or
irregularities in connection with tenders must be cured within such time as the
Company shall determine. None of the Company, the Depositary, the Information
Agent (as defined in the Offer to Purchase) or any other Person is or will be
obligated to give notice of any defects or irregularities in tenders and none of
them will incur any liability for failure to give any such notice.

12. QUESTIONS AND REQUESTS FOR ASSISTANCE AND ADDITIONAL COPIES.

Questions and requests for assistance may be directed to, or additional
copies of the Offer to Purchase, the Notice of Guaranteed Delivery and this
Letter of Transmittal may be obtained from, the Information Agent at the address
and telephone numbers set forth at the end of this Letter of Transmittal or from
your broker, dealer, commercial bank or trust company.

13. SUBSTITUTE FORM W-9 AND FORM W-8.

Under U.S. federal income tax law, a stockholder whose tendered Shares are
accepted for payment is required to provide the Depositary with such
stockholder's correct taxpayer identification number ("TIN") on Substitute Form
W-9 below. If the Depositary is not provided with the correct TIN, the Internal
Revenue Service may subject the stockholder or other payee to a $50 penalty. In
addition, payments that are made to such stockholder or other payee with respect
to Shares purchased pursuant to the Offer may be subject to 31% backup
withholding.

Certain stockholders (including, among others, all corporations and certain
foreign individuals) are not subject to these backup withholding and reporting
requirements. In order for a foreign individual to qualify as an exempt
recipient, the stockholder must submit a Form W-8, signed under penalties of
perjury, attesting to that individual's exempt status. A Form W-8 may be
obtained from the Depositary. See the enclosed "Guidelines for Certification of
Taxpayer Identification Number on Substitute Form W-9" for more instructions.

If backup withholding applies, the Depositary is required to withhold 31% of
any such payments made to the stockholder or other payee. Backup withholding is
not an additional tax. Rather, the tax liability of persons subject to backup
withholding will be reduced by the amount of tax withheld. If withholding
results in an overpayment of taxes, a refund may be obtained from the Internal
Revenue Service.
<PAGE>
The box in Part 3 of the Substitute Form W-9 may be checked if the tendering
stockholder has not been issued a TIN and has applied for a TIN or intends to
apply for a TIN in the near future. If the box in Part 3 is checked, the
stockholder or other payee must also complete the Certificate of Awaiting
Taxpayer Identification Number below in order to avoid backup withholding.
Notwithstanding that the box in Part 3 is checked and the Certificate of
Awaiting Taxpayer Identification Number is completed, the Depositary will
withhold 31% of all payments made prior to the time a properly certified TIN is
provided to the Depositary.

The stockholder is required to give the Depositary the TIN (e.g., social
security number or employer identification number) of the record owner of the
Shares or of the last transferee appearing on the transfers attached to, or
endorsed on, the Shares. If the Shares are in more than one name or are not in
the name of the actual owner, consult the enclosed "Guidelines for Certification
of Taxpayer Identification Number on Substitute Form W-9" for additional
guidance on which number to report.

14. WITHHOLDING ON FOREIGN STOCKHOLDERS.

Even if a foreign stockholder has provided the required certification to
avoid backup withholding, the Depositary will withhold federal income tax equal
to 30% of the gross proceeds payable to a foreign stockholder or his agent
unless the Depositary determines that an exemption from or a reduced rate of
withholding is available pursuant to a tax treaty or that an exemption from
withholding is applicable because such gross proceeds are effectively connected
with the conduct of a trade or business in the United States. For this purpose,
a foreign stockholder is any stockholder that is not (i) a citizen or resident
of the United States, (ii) a corporation, partnership or other entity created or
organized in or under the laws of the United States or any political subdivision
thereof, or (iii) an estate or trust the income of which is subject to United
States federal income taxation regardless of the source of such income. In order
to apply for a reduced rate of withholding pursuant to a tax treaty, a foreign
stockholder must deliver to the Depositary a properly completed Form 1001. In
order to apply for exemption from withholding on the basis that the gross
proceeds are effectively connected with the conduct of a trade or business in
the United States, a foreign stockholder must deliver to the Depositary a
properly completed Form 4224. These forms can be obtained from the Depositary.
The Depositary will determine a stockholder's status as a foreign stockholder
and eligibility for a reduced rate of, or an exemption from, withholding by
reference to the stockholder's address and to any submitted certificates or
statements concerning eligibility for a reduced rate of, or exemption from,
withholding (e.g. Form 1001 or Form 4224), unless facts and circumstances
indicate that reliance is not warranted or applicable law requires some other
method for determining eligibility for determining whether a reduced rate or
withholding is applicable. A foreign stockholder with respect to whom tax has
been withheld may be eligible to obtain a refund of all or a portion of the
withheld tax if such stockholder meets one of the exceptions for capital gain or
loss treatment described in Section 14 of the Offer to Purchase or is otherwise
able to establish that no tax or a reduced amount of tax was due. Backup
withholding generally will not apply to amounts subject to the 30% or
treaty-reduced rate of withholding. Foreign stockholders are urged to consult
their tax advisors regarding the application of federal income tax withholding,
including eligibility for a withholding tax reduction or exemption and the
refund procedures.

IMPORTANT: THIS LETTER OF TRANSMITTAL OR A MANUALLY SIGNED FACSIMILE THEREOF
(TOGETHER WITH CERTIFICATE(S) FOR SHARES OR CONFIRMATION OF BOOK-ENTRY TRANSFER
AND ALL OTHER REQUIRED DOCUMENTS) OR, IF APPLICABLE, THE NOTICE OF GUARANTEED
DELIVERY MUST BE RECEIVED BY THE DEPOSITARY BEFORE THE EXPIRATION DATE.

IMPORTANT TAX INFORMATION

Under United States federal income tax law, a stockholder whose tendered
Shares are accepted for payment generally is required by law to provide the
Depositary with such stockholder's correct TIN on Substitute Form W-9 below. If
the Depositary is not provided with the correct TIN, the Internal Revenue
Service may subject the stockholder or other payee to a $50 penalty. In
addition, payments that are made to such stockholder or other payee with respect
to Shares purchased pursuant to the Offer may be subject to backup withholding.
<PAGE>
Certain stockholders (including, among others, all corporations and certain
foreign individuals) are not subject to these backup withholding and reporting
requirements. In order for a foreign individual to qualify as an exempt
recipient, the stockholder must submit a Form W-8, signed under penalties of
perjury, attesting to the individual's exempt status. A Form W-8 can be obtained
from the Depositary. See the enclosed "Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9" for more instructions.

To prevent backup withholding on payment made to a stockholder or other
payee with respect to Shares purchased pursuant to the Offer, the stockholder is
required to notify the Depositary of the stockholder's correct TIN by completing
the form below, certifying that the TIN provided on Substitute Form W-9 is
correct (or that such stockholder is awaiting a TIN) and that:

(a) the stockholder has not been notified by the Internal Revenue
Service that the stockholder is subject to backup withholding as a result of
failure to report all interest or dividends; or

(b) the Internal Revenue Service has notified the stockholder that the
stockholder is no longer subject to backup withholding.

WHAT NUMBER TO GIVE THE DEPOSITARY

The stockholder is required to give the Depositary the TIN (e.g., social
security number or employer identification number) of the registered holder of
the Shares. If the Shares are in more than one name or are not in the name of
the actual owner, consult the enclosed "Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9" for additional guidance on which
number to report.

<TABLE>
<S> <C> <C> <C>
PAYER'S NAME: HARRIS TRUST AND SAVINGS BANK

SUBSTITUTE Part 1 -- PLEASE PROVIDE YOUR Social Security Number
FORM W-9 TIN IN THE BOX AT RIGHT AND OR ------------------------
CERTIFY BY SIGNING AND DATING Employee Identification
BELOW Number
Part 2 -- Check the box if you are NOT subject to backup
DEPARTMENT OF THE withholding under the provisions of Section 3406(a)(1)(C) of
TREASURY INTERNAL the Internal Revenue Code because (1) you are exempt from
REVENUE SERVICE backup withholding, (2) you have not been notified by the
Internal Revenue Service that you are subject to backup
withholding as a result of failure to report all interest or
dividends, or (3) the Internal Revenue Service has notified you
that you are no longer subject to backup withholding.

PAYER'S REQUEST FOR CERTIFICATION -- UNDER THE PENALTIES OF Part 3 --
TAXPAYER PERJURY, I CERTIFY THAT THE INFORMATION Awaiting TIN
IDENTIFICATION NUMBER PROVIDED ON THIS FORM IS TRUE, CORRECT AND / /
(TIN) COMPLETE.
SIGNATURE ----------------------------
DATE ---------------------
</TABLE>

NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN A BACKUP
WITHHOLDING OF 31% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER.
PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER
IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
<PAGE>
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU
CHECKED THE BOX IN PART 3 OF THE SUBSTITUTE FORM W-9

<TABLE>
<S> <C> <C> <C>
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER

I certify under penalties of perjury that a taxpayer identification number has not
been issued to me, and either (a) I have mailed or delivered an application to receive
a taxpayer identification number to the appropriate Internal Revenue Service Center or
Social Security Administration Office, or (b) I intend to mail or deliver an
application in the near future. I understand that if I do not provide a taxpayer
identification number within sixty (60) days, 31% of all reportable payments made to
me thereafter will be withheld until I provide a number.

------------------------------------------ ------------------------------------------
Signature Date
</TABLE>
<PAGE>
FACSIMILE COPIES OF THE LETTER OF TRANSMITTAL WILL BE ACCEPTED FROM ELIGIBLE
INSTITUTIONS. THE LETTER OF TRANSMITTAL AND CERTIFICATES FOR SHARES AND ANY
OTHER REQUIRED DOCUMENTS SHOULD BE SENT OR DELIVERED BY EACH TENDERING
STOCKHOLDER OR HIS OR HER BROKER, DEALER, COMMERCIAL BANK, TRUST COMPANY OR
OTHER NOMINEE TO THE DEPOSITARY AT ONE OF ITS ADDRESSES SET FORTH BELOW.

THE DEPOSITARY FOR THE OFFER IS:
HARRIS TRUST AND SAVINGS BANK
C/O HARRIS TRUST COMPANY OF NEW YORK
BY OVERNIGHT COURIER:

77 WATER STREET, 4TH FLOOR
NEW YORK, NY 10005

<TABLE>
<CAPTION>
BY FACSIMILE TRANSMISSION
(FOR ELIGIBLE INSTITUTIONS
BY MAIL: ONLY): BY HAND:

<S> <C> <C>
WALL STREET STATION FAX: (212) 701-7636 RECEIVE WINDOW
P.O. BOX 1010 (212) 701-7637 77 WATER STREET, 5TH FLOOR
NEW YORK, NY 10268-1010 NEW YORK, NY
</TABLE>

CONFIRM BY TELEPHONE:

(212) 701-7624

Any questions or requests for assistance or for additional copies of the
Offer to Purchase or the Letter of Transmittal may be directed to the
Information Agent. Stockholders may also contact their broker, dealer,
commercial bank, trust company or other nominee for assistance concerning the
Offer.

THE INFORMATION AGENT FOR THE OFFER IS:
D.F. KING & CO., INC.
77 WATER STREET
NEW YORK, NEW YORK 10005
BANKS AND BROKERS CALL COLLECT (212) 269-5550
ALL OTHERS CALL TOLL FREE (800) 829-6551

<PAGE>
NOTICE OF GUARANTEED DELIVERY

TO TENDER SHARES OF COMMON STOCK

OF
THOR INDUSTRIES, INC.

As set forth in Section 3 of the Offer to Purchase, this form or a facsimile
of it must be used to accept the Offer (as defined below) if:

(a) certificates for Common Stock, par value $0.10 per share (the
"Shares" or "Common Stock"), of Thor Industries, Inc., a Delaware
corporation (the "Company"), are not immediately available; or

(b) the procedure for book-entry transfer cannot be completed on a
timely basis; or

(c) time will not permit the Letter of Transmittal or other required
documents to reach the Depositary referred to below before the Expiration
Date (as defined in Section 1 of the Offer to Purchase).

This form or a facsimile of it, signed and properly completed, may be
delivered by hand or transmitted by telegram, facsimile transmission or mail, to
the Depositary by the Expiration Date. See Section 3 of the Offer to Purchase.

TO: HARRIS TRUST AND SAVINGS BANK, DEPOSITARY

C/O HARRIS TRUST COMPANY OF NEW YORK

BY OVERNIGHT COURIER:

77 Water Street, 4th Floor
New York, NY 10005

<TABLE>
<S> <C> <C>
BY MAIL: BY FACSIMILE TRANSMISSION BY HAND:
Wall Street Station (FOR ELIGIBLE INSTITUTIONS Receive Window
ONLY):
P.O. Box 1010 Fax: (212) 701-7636 77 Water Street, 5th Floor
New York, NY 10268-1010 (212) 701-7637 New York, NY
CONFIRM BY TELEPHONE:
(212) 701-7624
</TABLE>

DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN ONE OF THOSE SHOWN
ABOVE, OR TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE NUMBER OTHER THAN ONE OF
THOSE LISTED ABOVE DOES NOT CONSTITUTE A VALID DELIVERY. THIS FORM IS NOT TO BE
USED TO GUARANTEE SIGNATURES. IF A SIGNATURE ON A LETTER OF TRANSMITTAL IS
REQUIRED TO BE GUARANTEED BY AN "ELIGIBLE INSTITUTION" UNDER THE INSTRUCTIONS
THERETO, SUCH SIGNATURE GUARANTEE MUST APPEAR IN THE APPLICABLE SPACE PROVIDED
IN THE SIGNATURE BOX ON THE LETTER OF TRANSMITTAL.
<PAGE>
LADIES AND GENTLEMEN:

The undersigned hereby tenders to Thor Industries, Inc., a Delaware
corporation, at the price per Share indicated below, net to the seller in cash,
upon the terms and subject to conditions set forth in the Company's Offer to
Purchase, dated October 17, 1996 (the "Offer to Purchase"), and the related
Letter of Transmittal (which together constitute the "Offer"), receipt of which
is hereby acknowledged, Shares pursuant to the guaranteed delivery
procedure set forth in Section 3 of the Offer to Purchase.

ODD LOTS

To be completed ONLY if Shares are being tendered by or on behalf of a
person owning beneficially, as of the close of business on October 16, 1996,
and who will continue to own beneficially as of the Expiration Date, an
aggregate of fewer than 100 Shares.

The undersigned either (check one box):

/ / is a broker, dealer, commercial bank, trust company or other nominee
which:

(a) is tendering, for the beneficial owners thereof, Shares with respect
to which it is the record holder; and

(b) believes, based upon representations made to it by such beneficial
owners, that each such person was the beneficial owner as of the close
of business on October 16, 1996, and each such person will continue to
be the beneficial owner as of the Expiration Date, of an aggregate of
fewer than 100 Shares and is tendering all of such Shares.

In addition, the undersigned is tendering Shares (check one box):

/ / at the Purchase Price (as defined below), as the same shall be
determine by the Company in accordance with the terms of the Offer
(persons checking this box should not indicate the price per Share under
"Price (in Dollars) Per Share at Which Shares Are Being Tendered"); or

/ / at the price per Share indicated under "Price (in Dollars) Per Share at
Which Shares Are Being Tendered."
<PAGE>
PRICE (IN DOLLARS) PER SHARE AT WHICH SHARES ARE BEING TENDERED

IF SHARES ARE BEING TENDERED AT MORE THAN ONE PRICE,
USE A SEPARATE NOTICE OF GUARANTEED DELIVERY FOR EACH
PRICE SPECIFIED.

CHECK ONLY ONE BOX.
IF MORE THAN ONE BOX IS CHECKED, OR IF NO BOX IS CHECKED
(EXCEPT AS OTHERWISE PROVIDED HEREIN), THERE IS NO
PROPER TENDER OF SHARES.

Certificate Nos. (if available): SIGN HERE
Name(s): Dated: , 1996
If Shares will be tendered by book-entry
transfer, check box of applicable Book-Entry
(Please type or print) Transfer Facility:
Address(s): / / The Depository Trust Company
Zip Code / / Philadelphia Depository Trust Company
Area Code and Account Number:
Telephone Number:
</TABLE>
<PAGE>
GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEE)

The undersigned, a firm which is a member of a registered national
securities exchange or of the National Association of Securities Dealers, Inc.
or which is a commercial bank or trust company (not a savings bank or savings
and loan association) having an office or correspondent in the United States,
guarantees (i) that the above-named person(s) own(s) the Shares tendered hereby
within the meaning of Rule 14e-4 under the Securities Exchange Act of 1934, as
amended, (ii) that such tender of Shares complies with Rule 14e-4, and (iii) to
deliver to the Depositary, at one of its addresses set forth above, Share
certificates evidencing the Shares tendered hereby, in proper form for transfer,
or confirmation of book-entry transfer of such Shares into the Depositary's
account at The Depository Trust Company or the Philadelphia Depository Trust
Company, in each case with delivery of a Letter of Transmittal (or facsimile
thereof), properly completed and duly executed, and any other required
documents, all within three New York Stock Exchange trading days of the date
hereof.

<TABLE>
<S> <C>
Name of Firm

Authorized Signature

Name

Title

Address

Zip Code

Dated:, 1996 (Area Code and Telephone No.)
</TABLE>

---------------------

DO NOT SEND SHARE CERTIFICATES WITH THIS NOTICE.
SHARE CERTIFICATES SHOULD BE SENT WITH
YOUR LETTER OF TRANSMITTAL.

<PAGE>
THOR INDUSTRIES, INC.

OFFER TO PURCHASE
FOR CASH UP TO 500,000 SHARES
OF ITS COMMON STOCK AT A PURCHASE PRICE
NOT GREATER THAN $26 NOR LESS THAN $24 PER SHARE

THE OFFER, PRORATION PERIOD AND WITHDRAWAL
RIGHTS EXPIRE AT 12:00 MIDNIGHT, NEW YORK
CITY TIME, ON THURSDAY, NOVEMBER 14, 1996,
UNLESS THE OFFER IS EXTENDED

To Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees:

Thor Industries, Inc., a Delaware corporation (the "Company"), is offering
to purchase up to 500,000 shares of its Common Stock, par value $0.10 per share
(the "Shares" or the "Common Stock"), at prices not greater than $26 nor less
than $24 per Share, upon the terms and subject to the conditions set forth in
the Company's Offer to Purchase, dated October 17, 1996, and in the related
Letter of Transmittal (which together constitute the "Offer").

If, at the Expiration Date, more than 500,000 Shares (or such greater number
of Shares as the Company elects to purchase) are properly tendered and not
withdrawn at or below the Purchase Price, the Company will, upon the terms and
subject to the conditions of the Offer, accept Shares for purchase first from
Odd Lot Owners (as defined in Section 2 of the Offer to Purchase) whose Shares
are properly tendered at or below the Purchase Price (and not withdrawn) and
then on a pro rata basis from all other stockholders whose Shares are properly
tendered at or below the Purchase Price (and not withdrawn). See Introduction
and Section 1 of the Offer to Purchase.

THE OFFER IS NOT CONDITIONED UPON ANY MINIMUM NUMBER OF SHARES BEING
TENDERED. THE OFFER IS, HOWEVER, SUBJECT TO CERTAIN OTHER CONDITIONS. SEE
SECTION 6 OF THE OFFER TO PURCHASE.

For your information and forwarding to your clients for whom you hold Shares
registered in your name or in the name of your nominee, we are enclosing the
following documents:

1. Offer to Purchase, dated October 17, 1996;

2. Letter to Clients who are holders of Common Stock which may be sent
to your clients for whose accounts you hold Shares registered in your name
or the name of your nominee, with space provided for obtaining such
instructions with regard to the Offer;

3. Letter to Stockholders of the Company, dated October 17, 1996, from
Wade F.B. Thompson, Chairman of the Board and Chief Executive Officer;

4. Letter of Transmittal for your use and for the information of your
clients (together with accompanying Substitute Form W-9 and guidelines);
<PAGE>
5. Notice of Guaranteed Delivery to be used to accept the Offer if the
Share certificates and all other required documents cannot be delivered to
the Depositary by the Expiration Date or if the procedure for book-entry
cannot be completed on a timely basis; and

6. Return envelope addressed to Harris Trust and Savings Bank, as
Depositary for the Shares.

WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE. THE OFFER,
PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK
CITY TIME, ON THURSDAY, NOVEMBER 14, 1996, UNLESS THE OFFER IS EXTENDED.

No fees or commissions will be payable to brokers, dealers or any person for
soliciting tenders of Shares pursuant to the Offer other than the fees paid to
the Information Agent or the Depositary as described in Section 16 of the Offer
to Purchase. The Company will, however, upon request, reimburse you for
customary mailing and handling expenses incurred by you in forwarding any of the
enclosed materials to the beneficial owners of shares of Common Stock held by
you as a nominee or in a fiduciary capacity. The Company will pay or cause to be
paid any stock transfer taxes applicable to its purchase of Shares, except as
otherwise provided in Instruction 7 of the Letter of Transmittal.

In order to take advantage of the Offer, a duly executed and properly
completed Letter of Transmittal and any other required documents should be sent
to the Depositary with either certificate(s) representing the tendered Shares or
confirmation of the book-entry transfer of the tendered Shares, all in
accordance with the instructions set forth in the Letter of Transmittal and the
Offer to Purchase.

As described in Section 3 of the Offer to Purchase, tenders may be made
without the concurrent deposit of stock certificates or concurrent compliance
with the procedure for book-entry transfer if such tenders are made by or
through a broker or dealer which is a member firm of a registered national
securities exchange, a member of the National Association of Security Dealers,
Inc. or a commercial bank or trust company (not a savings bank or savings and
loan association) having an office, branch or agency in the United States.
Certificates for Shares so tendered (or a confirmation of a book-entry transfer
of such Shares into the Depositary's account at one of the "Book-Entry Transfer
Facilities" described in Section 3 of the Offer to Purchase), together with a
properly completed and duly executed Letter of Transmittal and any other
documents required by the Letter of Transmittal must be received by the
Depositary within three New York Stock Exchange trading days after timely
receipt by the Depositary of a properly completed and duly executed Notice of
Guaranteed Delivery.

Any inquiries you may have with respect to the Offer should be addressed to
the Information Agent at the address and telephone numbers set forth on the back
cover page of the Offer to Purchase.

Additional copies of the enclosed material may be obtained from the
Information Agent, D.F. King & Co., Inc., telephone: (212) 269-5550 (collect) or
(800) 829-6551 (toll-free).

Very truly yours,
THOR INDUSTRIES, INC.

Enclosures

NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU
OR ANY OTHER PERSON AS AN AGENT OF THE COMPANY OR ANY OF ITS AFFILIATES, THE
INFORMATION AGENT OR THE DEPOSITARY, OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE
ANY DOCUMENT OR MAKE ANY STATEMENT ON BEHALF OF ANY OF THEM IN CONNECTION WITH
THE OFFER OTHER THAN THE DOCUMENTS ENCLOSED HEREWITH AND THE STATEMENTS
CONTAINED THEREIN.

<PAGE>
THOR INDUSTRIES, INC.
OFFER TO PURCHASE FOR CASH UP TO 500,000 SHARES
OF ITS COMMON STOCK AT A PURCHASE PRICE NOT
GREATER THAN $26 NOR LESS THAN $24 PER SHARE

THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE AT 12:00
MIDNIGHT, NEW YORK CITY TIME, ON THURSDAY, NOVEMBER 14, 1996, UNLESS THE
OFFER IS EXTENDED

To Our Clients:

Enclosed for your consideration are the Offer to Purchase, dated October 17,
1996, and the related Letter of Transmittal (which together constitute the
"Offer") in connection with the Offer by Thor Industries, Inc., a Delaware
corporation (the "Company"), to purchase up to 500,000 shares of its Common
Stock, par value $0.10 per share (the "Shares" or the "Common Stock"), to the
Company at a price not greater than $26 nor less than $24 per Share, upon the
terms and subject to the conditions set forth in the Offer.

The Company will, upon the terms and subject to the conditions of the Offer,
determine a single price per Share not greater than $26 nor less than $24 per
Share, net to the seller in cash (the "Purchase Price"), that it will pay for
Shares properly tendered and not withdrawn pursuant to the Offer, taking into
account the number of Shares so tendered and the prices specified by
stockholders tendering Shares. The Company will select the lowest Purchase Price
that will allow it to buy 500,000 Shares (or such lesser number of Shares as are
properly tendered and not withdrawn) at a price not greater than $26 nor less
than $24 per Share pursuant to the Offer. All Shares properly tendered prior to
the Expiration Date (as defined in Section 1 of the Offer to Purchase) at prices
at or below the Purchase Price and not withdrawn will be purchased at the
Purchase Price upon the terms and subject to the conditions of the Offer,
including the proration terms and odd lot tender provisions described in the
Offer to Purchase. The Company will return all other Shares, including Shares
tendered at prices greater than the Purchase Price and Shares not purchased
because of proration. See Section 1 of the Offer to Purchase.

Upon the terms and subject to the conditions of the Offer, if at the
Expiration Date, more than 500,000 Shares (or such greater number of Shares as
the Company elects to purchase) are properly tendered and not withdrawn at or
below the Purchase Price, the Company will accept Shares for purchase first from
Odd Lot Owners (as defined in Section 2 of the Offer to Purchase) whose Shares
are properly tendered at or below the Purchase Price (and not withdrawn) and
then on a pro rata basis from all other stockholders whose Shares are properly
tendered at or below the Purchase Price (and not withdrawn). See Introduction
and Section 1 of the Offer to Purchase.

WE ARE THE OWNER OF RECORD OF SHARES OF COMMON STOCK HELD FOR YOUR ACCOUNT.
AS SUCH, WE ARE THE ONLY ONES WHO CAN TENDER YOUR SHARES OF COMMON STOCK, AND
THEN ONLY PURSUANT TO YOUR INSTRUCTIONS. WE ARE SENDING YOU THE LETTER OF
TRANSMITTAL FOR YOUR INFORMATION ONLY; YOU CANNOT USE IT TO TENDER SHARES OF
COMMON STOCK WE HOLD FOR YOUR ACCOUNT.

Please instruct us as to whether you wish us to tender any or all of the
Shares we hold for your account on the terms and subject to the conditions of
the Offer.

We call your attention to the following:

1. You may tender Shares at prices not greater than $26 nor less than
$24 per Share, as indicated in the attached Instruction Form, net to you in
cash.

2. You may designate the priority in which your Shares shall be
purchased in the event of proration.

3. The Offer is not conditioned upon any minimum number of Shares being
tendered.

4. The Offer, proration period and withdrawal rights will expire at
12:00 Midnight, New York City time, on Thursday, November 14, 1996, unless
the Company extends the Offer.
<PAGE>
5. The Offer is for up to 500,000 Shares, constituting approximately
5.8% of the Company's outstanding Shares as of October 16, 1996.

6. Tendering stockholders will not be obligated to pay any brokerage
commissions, solicitation fees or, subject to Instruction 7 of the Letter of
Transmittal, stock transfer taxes on the Company's purchase of Shares
pursuant to the Offer.

7. If you beneficially hold, as of the close of business on October 16,
1996, and will continue to own beneficially as of the Expiration Date, an
aggregate of fewer than 100 Shares, and you instruct us to tender on your
behalf all such Shares at or below the Purchase Price before the Expiration
Date and check the box captioned "Odd Lots" in the attached Instruction
Form, the Company, upon the terms and subject to the conditions of the
Offer, will accept all such Shares for purchase before proration, if any, of
the purchase of other Shares properly tendered at or below the Purchase
Price.

8. If you wish to tender portions of your Shares at different prices
you must complete a separate Instruction Form for each price at which you
wish to tender each such portion of your Shares. We must submit separate
Letters of Transmittal on your behalf for each price you will accept.

If you wish to have us tender any or all of your Shares, please so instruct
us by completing, executing, detaching and returning to us the attached
Instruction Form. An envelope to return your Instruction Form to us is enclosed.
If you authorize us to tender your Shares, we will tender all such Shares unless
you specify otherwise on the attached Instruction Form.

YOUR INSTRUCTION FORM SHOULD BE FORWARDED TO US IN AMPLE TIME TO PERMIT US
TO SUBMIT A TENDER ON YOUR BEHALF ON OR BEFORE THE EXPIRATION DATE OF THE OFFER.
THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT, NEW
YORK CITY TIME, ON THURSDAY, NOVEMBER 14, 1996, UNLESS THE COMPANY EXTENDS THE
OFFER.

As described in Section 1 of the Offer to Purchase, if at the Expiration
Date more than 500,000 Shares (or such greater number of Shares as the Company
elects to purchase) are properly tendered and not withdrawn at or below the
Purchase Price, the Company will accept Shares for purchase at the Purchase
Price in the following order of priority:

a. FIRST, all Shares properly tendered at or below the Purchase Price
prior to the Expiration Date (and not withdrawn) by any Odd Lot Owner (as
defined in the Offer to Purchase) who:

i. tenders all Shares beneficially owned by such Odd Lot Owner at or
below the Purchase Price (partial tenders will not qualify for this
preference); and

ii. completes the section entitled Odd Lots on the Letter of
Transmittal and, if applicable, on the Notice of Guaranteed Delivery; and

b. SECOND, after purchase of all the foregoing Shares, all other Shares
properly tendered at or below the Purchase Price, before the Expiration Date
(and not withdrawn) on a pro rata basis, if necessary (with adjustments to
avoid purchases of fractional Shares).

The Company will not accept tenders by, or on behalf of, holders of Shares
in any jurisdiction in which the acceptance of the Offer would not comply with
the laws of such jurisdiction. In any jurisdiction in which the securities or
Blue Sky laws require the Offer to be made by a licensed broker or dealer, the
Offer shall be deemed to be made on behalf of the Company by one or more
registered brokers or dealers licensed under the law of such jurisdiction.
<PAGE>
INSTRUCTION FORM WITH RESPECT TO
THOR INDUSTRIES, INC.
OFFER TO PURCHASE FOR CASH UP TO 500,000 SHARES
OF ITS COMMON STOCK AT A PURCHASE PRICE NOT
GREATER THAN $26 NOR LESS THAN $24 PER SHARE

The undersigned acknowledge(s) receipt of your letter and the enclosed Offer
to Purchase, dated October 17, 1996, and the related Letter of Transmittal
(which together constitute the "Offer") in connection with the Offer by Thor
Industries, Inc., a Delaware corporation (the "Company"), to purchase up to
500,000 shares of its Common Stock, par value $0.10 per share (the "Shares" or
the "Common Stock"), to the Company at a price not greater than $26 nor less
than $24 per Share, upon the terms and subject to the conditions of the Offer.

The undersigned understands that the Company will, upon the terms and
subject to the conditions of the Offer, determine a single price per Share, not
greater than $26 nor less than $24 per Share, net to the seller in cash (the
"Purchase Price"), that it will pay for Shares properly tendered and not
withdrawn pursuant to the Offer, taking into account the number of Shares so
tendered and the prices specified by stockholders tendering Shares. The Company
will select the lowest Purchase Price that will allow it to buy 500,000 Shares
(or such lesser number of Shares as are properly tendered and not withdrawn) at
a price not greater than $26 nor less than $24 per Share pursuant to the Offer.
All Shares properly tendered at prices at or below the Purchase Price and not
withdrawn will be purchased at the Purchase Price, upon the terms and subject to
the conditions of the Offer, including the proration terms and odd lot tender
provisions described in the Offer to Purchase. The Company will return all other
Shares, including Shares tendered at prices greater than the Purchase Price and
Shares not purchased because of proration. See Section 1 of the Offer to
Purchase.

The undersigned hereby instruct(s) you to tender to the Company the number
of Shares indicated below held by you for the account of the undersigned, upon
the terms and subject to the conditions set forth in the Offer to Purchase and
the related Letter of Transmittal.

AGGREGATE NUMBER OF SHARES TO BE TENDERED BY YOU FOR THE ACCOUNT OF THE
UNDERSIGNED:*
___________________ Shares

- ------------------------

* Unless otherwise indicated, all of the Shares held for the account of the
undersigned will be tendered.

ODD LOTS

/ / By checking this box, the undersigned represents that the undersigned
owned beneficially as of October 16, 1996, and will continue to own
beneficially as of the Expiration Date, an aggregate of fewer than 100
Shares and is instructing the holder to tender all such Shares.

In addition, the undersigned is tendering Shares (check one box):

/ / at the Purchase Price (as defined below), as the same shall be determined
by the Company in accordance with the terms of the Offer (persons checking
this box need not indicate the price per Share below under "Price (in
Dollars) Per Share at which Shares are Being Tendered"); or

/ / at the price per Share indicated below under "Price (in Dollars) Per
Share at which Shares are Being Tendered."
<PAGE>
PRICE (IN DOLLARS) PER SHARE AT WHICH SHARES
ARE BEING TENDERED

IF SHARES ARE BEING TENDERED AT MORE THAN ONE PRICE, USE A
SEPARATE INSTRUCTION FORM FOR EACH PRICE SPECIFIED.

CHECK ONLY ONE BOX.
IF MORE THAN ONE BOX IS CHECKED, OR IF NO BOX IS CHECKED (EXCEPT
AS OTHERWISE PROVIDED HEREIN), THERE IS NO PROPER TENDER OF
SHARES.

SIGNATURE BOX

Signature(s) _____________________________________________________

Dated ______________________________________________________, 1996

Name(s) and Address(es) __________________________________________

_________________________________________________________________

_________________________________________________________________
(Please Print)

Area Code and Telephone Number ___________________________________

Taxpayer Identification or
Social Security Number ___________________________________________

<PAGE>
THOR INDUSTRIES, INC.
October 17, 1996

Dear Fellow Stockholders:

We are pleased to inform you that your Board of Directors has approved an
offer to purchase up to 500,000 shares of the Company's Common Stock,
representing approximately 5.8% of the outstanding Common Stock as of October
16, 1996. This offer provides stockholders with an opportunity to sell some or
all of their shares without the payment of any brokerage commissions or fees.

Under the terms of the offer, the price paid for your shares will be between
$24 and $26 per share. The offer is being made by means of a so-called "Dutch
Auction", which permits you to select the cash price within the specified range
at which you are willing to sell shares to the Company. The Company will
determine the lowest single purchase price within that range that will enable it
to buy 500,000 shares, assuming at least that many shares have been properly
tendered. The Company will then pay that price for all shares properly tendered
at or below that price, subject to possible proration. Any shares tendered by
you which the company does not purchase will be returned to you.

We believe that the purchase of shares is a good investment of the Company's
available capital. It is consistent with our long-term goal of increasing
stockholder value and we believe the purchase of undervalued shares should
result in improved returns on capital and higher earnings per share over the
long term.

The maximum aggregate cost of the share repurchase would be approximately
$13 million, which would be paid either from cash and cash equivalents,
available borrowings under the Company's existing bank agreement or some
combination thereof. The Company, as of October 16, 1996, had cash and cash
equivalents of approximately $4 million and available borrowings of
approximately $15.5 million under its line of credit agreement.

Stockholders who own fewer than 100 shares should note that the offer
represents an opportunity to sell their shares without having to pay commissions
or odd lot discounts.

Neither the Company nor its Board of Directors is making any recommendation
to stockholders as to whether to tender or refrain from tendering shares. Unless
extended by the Company, the offer will expire at 12:00 midnight, New York City
time, on Thursday, November 14, 1996.

The offer is explained in detail in the enclosed Offer to Purchase and
related Letter of Transmittal. We encourage you to read these materials
carefully before making any decision in respect to the offer. Should you have
any questions or need assistance in tendering your shares, please call D.F. King
& Co., Inc., the Information Agent, toll free at (800) 829-6551.

Wade F.B. Thompson
Chairman, President and Chief
Executive Officer

<PAGE>
THIS ANNOUNCEMENT IS NEITHER AN OFFER TO PURCHASE NOR A SOLICITATION OF AN
OFFER TO SELL SHARES (AS DEFINED HEREIN). THE OFFER IS MADE SOLELY BY THE OFFER
TO PURCHASE, DATED OCTOBER 17, 1996, AND THE RELATED LETTER OF TRANSMITTAL THAT
ARE BEING MAILED TO STOCKHOLDERS. CAPITALIZED TERMS NOT DEFINED IN THIS NOTICE
ARE DEFINED IN THE OFFER TO PURCHASE. WHILE THE OFFER IS BEING MADE TO ALL
STOCKHOLDERS OF THE COMPANY, TENDERS WILL NOT BE ACCEPTED FROM OR ON BEHALF OF
THE STOCKHOLDERS IN ANY JURISDICTION IN WHICH THE ACCEPTANCE THEREOF WOULD NOT
BE IN COMPLIANCE WITH THE LAWS OF SUCH JURISDICTION. IN THOSE JURISDICTIONS
WHOSE LAWS REQUIRE THAT THE OFFER BE MADE BY A LICENSED BROKER OR DEALER, THE
OFFER SHALL BE DEEMED TO BE MADE ON BEHALF OF THE COMPANY BY ONE OR MORE
REGISTERED BROKERS OR DEALERS LICENSED UNDER THE LAWS OF SUCH JURISDICTIONS.

NOTICE OF OFFER TO PURCHASE FOR CASH
BY
THOR INDUSTRIES, INC.
UP TO 500,000 SHARES OF ITS COMMON STOCK
AT A PURCHASE PRICE NOT GREATER THAN
$26 NOR LESS THAN $24 PER SHARE

Thor Industries, Inc., a Delaware corporation (the "Company"), invites its
stockholders to tender shares of its Common Stock, par value $0.10 per share
(the "Shares" or the "Common Stock"), to the Company at prices, net to the
seller in cash, not greater than $26 nor less than $24 per Share, as specified
by stockholders tendering Shares, upon the terms and subject to the conditions
set forth in the Offer to Purchase, dated October 17, 1996 (the "Offer to
Purchase"), and in the related Letter of Transmittal (which together constitute
the "Offer"). The information contained in the Offer to Purchase and the Letter
of Transmittal is incorporated by reference herein in its entirety.

THE OFFER IS NOT CONDITIONED UPON ANY MINIMUM NUMBER OF SHARES BEING
TENDERED. THE OFFER IS, HOWEVER, SUBJECT TO CERTAIN OTHER CONDITIONS SET FORTH
IN THE OFFER.

THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00
MIDNIGHT, NEW YORK CITY TIME, ON THURSDAY, NOVEMBER 14, 1996, UNLESS THE OFFER
IS EXTENDED.

NEITHER THE COMPANY NOR ITS BOARD OF DIRECTORS MAKES ANY RECOMMENDATION TO
STOCKHOLDERS AS TO WHETHER TO TENDER OR REFRAIN FROM TENDERING THEIR SHARES.
STOCKHOLDERS MUST MAKE THEIR OWN DECISION WHETHER TO TENDER SHARES AND, IF SO,
HOW MANY SHARES TO TENDER AND THE PRICE OR PRICES AT WHICH SHARES SHOULD BE
TENDERED.

The Company will, upon the terms and subject to the conditions of the Offer,
determine a single price per Share, not greater than $26 nor less than $24 per
Share, net to the seller in cash (the "Purchase Price"), that it will pay for
Shares properly tendered and not withdrawn pursuant to the Offer, taking into
account the number of Shares so tendered and the prices specified by
stockholders tendering Shares. The Company will select the lowest Purchase Price
that will allow it to buy 500,000 Shares (or such lesser number of Shares as are
properly tendered and not withdrawn) at a price not greater than $26 nor less
than $24 per Share pursuant to the Offer. All Shares properly tendered at a
price at or below the Purchase Price and not withdrawn will be purchased at the
Purchase Price, upon the terms and subject to the conditions of the Offer,
including the proration terms and odd lot tender provisions of the Offer. For
purposes of the Offer, the Company will be deemed to have accepted for payment,
subject to proration, Shares tendered at or below the Purchase Price and not
withdrawn if, as and when the Company gives oral or written notice to the
Depositary (Harris Trust and Savings Bank) of its acceptance of such Shares for
purchase pursuant to the Offer. Payment for Shares accepted for purchase
pursuant to the Offer will be made by depositing the aggregate Purchase Price
for such Shares with the Depositary, which will act as
<PAGE>
agent for the tendering stockholders for the purpose of receiving payment from
the Company and transmitting such payments to tendering stockholders.

Upon the terms and subject to the conditions of the Offer, in the event that
at the Expiration Date (as defined below) more than 500,000 Shares (or such
greater number of Shares as the Company elects to purchase) are properly
tendered and not withdrawn at or below the Purchase Price, the Company will
accept Shares for purchase in the following order of priority: (a) FIRST, all
Shares properly tendered prior to the Expiration Date (and not withdrawn) at or
below the Purchase Price by any Odd Lot Owner, who: (1) tenders all Shares
beneficially owned by such Odd Lot Owner at or below the Purchase Price (partial
tenders will not qualify for this preference); and (2) completes the section
entitled "Odd Lots" on the Letter of Transmittal and, if applicable, on the
Notice of Guaranteed Delivery; and (b) SECOND, after purchase of all of the
foregoing Shares, all other Shares properly tendered on or prior to the
Expiration Date (and not withdrawn) at or below the Purchase Price, on a pro
rata basis, if necessary (with adjustments to avoid purchases of fractional
Shares). The term "Expiration Date" means 12:00 midnight, New York City time, on
Thursday, November 14, 1996, unless and until the Company, in its sole
discretion, shall have extended the period of time during which the Offer will
remain open, in which event the term "Expiration Date" shall refer to the latest
time and date at which the Offer, as so extended by the Company, shall expire.

Each stockholder will be afforded the opportunity to designate in the Letter
of Transmittal the order of priority in which Shares owned by such stockholder
are to be purchased in the event less than all of the Shares tendered by such
stockholder are purchased as a result of proration.

The Company believes that the purchase of Shares is an attractive use of a
portion of the Company's available capital, including borrowings under the
Company's existing credit agreement, on behalf of its stockholders, and is
consistent with the Company's long-term goal of increasing stockholder value.

The Company expressly reserves the right, in its sole discretion, at any
time or from time to time, to extend the period of time during which the Offer
is open by giving oral or written notice of such extension to the Depositary,
followed by a public announcement thereof no later than 9:00 a.m., New York City
time, on the next business day after the previously scheduled Expiration Date.
There can be no assurance that the Company will exercise its right to extend the
Offer. During any such extension, all Shares previously tendered and not
withdrawn will remain subject to the Offer. Subject to certain conditions, the
Company also expressly reserves the right, in its sole discretion, to delay
payment for any Shares not theretofore paid for or to terminate the Offer and
not accept for payment any Shares not theretofore accepted for payment or, at
any time or from time to time, to amend the Offer in any respect, including
increasing or decreasing the number of Shares the Company may purchase or the
range of prices it may pay pursuant to the Offer.

Except as otherwise provided in the Offer, tenders of Shares pursuant to the
Offer will be irrevocable. Shares tendered pursuant to the Offer may be
withdrawn at any time prior to the Expiration Date and, unless theretofore
accepted for payment by the Company as provided in the Offer to Purchase, may
also be withdrawn after 12:00 midnight, New York City time, on Friday, December
13, 1996. For a withdrawal to be effective, a written, telegraphic or facsimile
transmission notice of withdrawal must be timely received by the Depositary at
one of its addresses as set forth on the back cover of the Offer to Purchase.
Any such notice of withdrawal must specify the name of the person who tendered
the Shares to be withdrawn, the number of Shares to be withdrawn and the name of
the registered holder, if different from that of the person who tendered such
Shares. If the certificates have been delivered or otherwise identified to the
Depositary, then, prior to the release of such certificates, the tendering
stockholder must submit the serial numbers shown on the particular certificates
evidencing the Shares to be withdrawn and the signature on the notice of
withdrawal must be guaranteed by an Eligible Institution, except in the case of
Shares tendered by an Eligible Institution. If Shares have been tendered
pursuant to the procedure for book-entry transfer set forth in the Offer to
Purchase, the notice of withdrawal must specify the name and the number of the
account at the applicable Book-Entry Transfer Facility to be credited with the
withdrawn Shares and otherwise comply with the procedures of such facility.

THE OFFER TO PURCHASE AND LETTER OF TRANSMITTAL CONTAIN IMPORTANT
INFORMATION THAT SHOULD BE READ BEFORE STOCKHOLDERS DECIDE WHETHER TO ACCEPT OR
REJECT THE OFFER AND, IF ACCEPTED, AT WHAT PRICE OR PRICES TO
<PAGE>
TENDER THEIR SHARES. THESE MATERIALS ARE BEING MAILED TO ALL RECORD OWNERS OF
SHARES AND ARE BEING FURNISHED TO BROKERS, BANKS AND SIMILAR PERSONS WHOSE
NAMES, OR THE NAMES OF WHOSE NOMINEES, APPEAR ON THE COMPANY'S STOCKHOLDER LIST
AS OF OCTOBER 16, 1996 (OR, IF APPLICABLE, WHO ARE LISTED AS PARTICIPANTS IN A
CLEARING AGENCY'S SECURITY POSITION LISTING) FOR TRANSMITTAL TO BENEFICIAL
OWNERS OF SHARES.

THE INFORMATION REQUIRED TO BE DISCLOSED BY RULE 13E-4(D)(1) OF THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, IS CONTAINED IN THE OFFER TO
PURCHASE AND IS INCORPORATED IN THIS NOTICE BY REFERENCE.

Copies of the Offer to Purchase and the Letter of Transmittal may be
obtained from the Information Agent at the address set forth below and will be
furnished promptly at the Company's expense. Questions or requests for
assistance may be directed to the Information Agent. Stockholders may also
contact their broker, dealer, commercial bank or trust company for assistance
concerning the Offer.

THE INFORMATION AGENT FOR THE OFFER IS:

D.F. KING & CO., INC.

77 WATER STREET
NEW YORK, NEW YORK 10005
BANKS AND BROKERS CALL COLLECT (212) 269-5550 (COLLECT)
ALL OTHERS CALL TOLL FREE (800) 829-6551

OCTOBER 17, 1996

<PAGE>
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9

GUIDELINES FOR DETERMINING THE PROPER IDENTIFICATION NUMBER TO GIVE THE
PAYER.--Social Security numbers have nine digits separated by two hyphens: i.e.,
000-00-0000. Employer identification numbers have nine digits separated by only
one hyphen: i.e., 00-0000000. The table below will help determine the number to
give the payer.
<TABLE>
<CAPTION>
- -------------------------------------------------------
<C> <S> <C> <C>
GIVE THE
FOR THIS TYPE OF ACCOUNT: SOCIAL SECURITY
NUMBER OF--

<CAPTION>
- -------------------------------------------------------

- -------------------------------------------------------
GIVE THE EMPLOYER
FOR THIS TYPE OF ACCOUNT: IDENTIFICATION
NUMBER OF--
- -------------------------------------------------------
</TABLE>

<TABLE>
<C> <S> <C> <C>
1. An individual's account The individual

2. Two or more individuals The actual owner of the
(joint account) account or, if combined
funds, any one of the
individuals(1)

3. Husband and wife The actual owner of the
(joint account) account or, if joint
funds, either person(1)

4. Custodian account of a minor The minor(2)
(Uniform Gift to Minors Act)

5. Adult and minor The adult or, if the
(joint account) minor is the only
contributor, the
minor(1)

6. Account in the name of guardian or The ward, minor, or
committee for a designated ward, incompetent person(3)
minor, or incompetent person

7. a. The usual revocable The grantor-trustee(1)
savings trust account
(grantor is also
trustee)

b. So-called trust account The actual owner(1)
that is not a legal or
valid trust under State
law

8. Sole proprietorship account The owner(4)

9. A valid trust, estate, or pension The legal entity (Do not
trust furnish the identifying
number of the personal
representative or
trustee unless the legal
entity itself is not
designated in the
account title.)(5)

10. Corporate account The corporation

11. Religious, charitable, or The organization
educational organization account

12. Partnership account held in the The partnership
name of the business

13. Association, club or other tax- The organization
exempt organization

14. A broker or registered nominee The broker or nominee

15. Account with the Department of The public entity
Agriculture in the name of a public
entity (such as a State or local
government, school district, or
prison) that receives agricultural
program payments
</TABLE>

<TABLE>
<C> <S> <C> <C>
- -------------------------------------------------------

- -------------------------------------------------------
</TABLE>

(1) List first and circle the name of the person whose number you furnish.

(2) Circle the minor's name and furnish the minor's social security number.

(3) Circle the ward's, minor's or incompetent person's name and furnish such
person's social security number.

(4) Show the name of the owner.

(5) List first and circle the name of the legal trust, estate or pension trust.

NOTE: If no name is circled when there is more than one name, the number will be
considered to that of the first name listed.
<PAGE>
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION

NUMBER ON SUBSTITUTE FORM W-9

PAGE 2

OBTAINING A NUMBER

If you don't have a taxpayer identification number or you don't know your
number, obtain Form SS-5, Application for A Social Security Number Card, or Form
SS-4, Application for Employer Identification Number, at the local office of the
Social Security Administration or the Internal Revenue Service and apply for a
number.

PAYEES EXEMPT FROM BACKUP WITHHOLDING

Payees specifically exempted from backup withholding on ALL payments include the
following:

- A corporation.

- A financial institution.

- An organization exempt from tax under section 501(a), or an individual
retirement plan.

- The United States or any agency or instrumentality thereof.

- A State, the District of Columbia, a possession of the United States, or any
subdivision or instrumentality thereof.

- A foreign government, a political subdivision of a foreign government, or any
agency or instrumentality thereof.

- An international organization or any agency or instrumentality thereof.

- A registered dealer in securities or commodities registered in the U.S. or a
possession of the U.S.

- A real estate investment trust.

- A common trust fund operated by a bank under section 584(a).

- An exempt charitable remainder trust, or a non-exempt trust described in
section 4947(a)(1).

- An entity registered at all times under the Investment Company Act of 1940.

- A foreign central bank of issue.

Payments of dividends and patronage dividends not generally subject to
backupwithholding includethe following:

- Payments to nonresident aliens subject to withholding under section 1441.

- Payments to partnerships not engaged in a trade or business in the U.S. and
which have at least one nonresident partner.

- Payments of patronage dividends where the amount renewed is not paid in
money.

- Payments made by certain foreign organizations.

- Payments made to a nominee.

Payments of interest not generally subject to backup withholding include the
following:

- Payments of interest on obligations issued by individuals. Note: You may be
subject to backup withholding if this interest is $600 or more and is paid
in the course of the payer's trade or business and you have not provided
your correct taxpayer identification number to the payer.

- Payments of tax-exempt interest (including exempt-interest dividends under
section 852).

- Payments described in section 6049(b)(5) to non-resident aliens.

- Payments on tax-free covenant bonds under section 1451.

- Payments made by certain foreign organizations.

- Payments made to a nominee.

Exempt payees described above should file Form W-9 to avoid possible erroneous
backup withholding. FILE THIS FORM WITH THE PAYER, FURNISH YOUR TAXPAYER
IDENTIFICATION NUMBER, WRITE EXEMPT ON THE FACE OF THE FORM, AND RETURN IT TO
THE PAYER. IF THE PAYMENTS ARE INTEREST, DIVIDENDS, OR PATRONAGE DIVIDENDS, ALSO
SIGN AND DATE THE FORM.

Certain payments, other than interest, dividends and patronage dividends,
that are not subject to information reporting are also not subject to backup
withholding. For details, see the regulations under sections 6041, 6041A(a),
6045 and 6050A.

PRIVACY ACT NOTICE.--Section 6109 requires most recipients of dividend,
interest, or other payments to give taxpayer identification numbers to payers
who must report the payments to IRS. IRS uses the numbers for identification
purposes. Payers must be given the numbers whether or not recipients are
required to file tax returns. Payers must generally withhold 31% of taxable
interest, dividend, and certain other payments to a payee who does not furnish a
taxpayer identification number to a payer. Certain penalties may also apply.

PENALTIES

(1) PENALTY FOR FAILURE TO FURNISH TAXPAYER IDENTIFICATION NUMBER.--If you fail
to furnish your taxpayer identification number to a payer, you are subject to a
penalty of $50 for each such failure which is due to reasonable cause and not to
willful neglect.

(2) CIVIL PENALTY FOR FALSE INFORMATION WITH RESPECT TO WITHHOLDING.--If you
make a false statement with no reasonable basis which results in no imposition
of backup withholding, you are subject to a penalty of $500.

(3) CRIMINAL PENALTY FOR FALSIFYING INFORMATION.--Falsifying certifications or
affirmations may subject you to criminal penalties including fines and/or
imprisonment.

FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL REVENUE
SERVICE.

<PAGE>
THOR
INDUSTRIES, INC.

PRESS RELEASE

October 17, 1996
Contact: Wade F.B. Thompson
or Peter B. Orthwein

THOR ANNOUNCES TENDER OFFER FOR UP TO 500,000 OF ITS SHARES.

Thor Industries, Inc. (NYSE: THO) announced today that it will start a
"Dutch Auction" tender offer for up to 500,000 shares of the Company's common
stock. The tender price range will be from $24 up to $26 per share, in cash,
net. The maximum cost of the offer would be $13 million and would be paid from
cash and cash equivalents, borrowings under its existing bank agreement, or some
combination thereof. As of October 16, 1996, the Company had cash and cash
equivalents of approximately $4 million, available borrowings under its line of
credit of approximately $15.5 million and no long term debt.

Under the terms of the Dutch Auction offer, Thor stockholders will be given
the opportunity to specify prices within the Company's stated price range at
which they are willing to tender their shares. Upon receipt of the tenders, Thor
will determine a single per share price for those stockholders who agreed to
sell at or below the Company selected purchase price. If more than 500,000
shares are tendered at or below the purchase price, there will be a proration.
The offer will not be contingent upon any minimum number of shares being
tendered. The Dutch Auction tender offer will be subject to various terms and
conditions, which are described more fully in the Offer to Purchase and Letter
of Transmittal, which will be distributed to stockholders next week.

On October 16, 1996, the closing price on the New York Stock Exchange of the
common stock was $24 1/2 and the Company had 8,646,808 shares of common stock
issued and outstanding.

"We believe that the purchase of Thor shares is a good investment of the
Company's capital. It is consistent with our long term goal of increasing
stockholder value and we believe that the purchase of undervalued shares should
result in improved returns on capital and higher earnings per share over the
long term," said Wade F.B. Thompson, Thor Chairman.

Harris Trust and Savings Bank will be the Depositary and D.F. King & Co.,
Inc. will serve as the Information Agent.

Thor is the second largest manufacturer of recreational vehicles and the
largest builder of small and mid size buses.

<PAGE>

EXHIBIT B-1

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

AMENDED AND RESTATED
REVOLVING CREDIT AGREEMENT
by and among
THOR INDUSTRIES, INC.,
AS BORROWER
with certain of its subsidiaries
as Guarantors
and
BANK ONE, SIDNEY, NA
and
HARRIS TRUST AND SAVINGS BANK,
BANKS
and
HARRIS TRUST AND SAVINGS BANK,
AS AGENT
as of December 4, 1992

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>

TABLE OF CONTENTS

SECTION 1. DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

Section 1.1. Defined Terms. . . . . . . . . . . . . . . . . . . . . . . . 1
Section 1.2. Interpretation . . . . . . . . . . . . . . . . . . . . . . . 9

SECTION 2. AMOUNT AND TERMS OF COMMITMENTS, REVOLVING CREDIT LOANS . . . . . . 9

Section 2.1. Commitments. . . . . . . . . . . . . . . . . . . . . . . . . 9
Section 2.2. Notes. . . . . . . . . . . . . . . . . . . . . . . . . . . .10
Section 2.3. Procedure for Borrowing. . . . . . . . . . . . . . . . . . .10
Section 2.4. Interest Rate and Payment Dates. . . . . . . . . . . . . . .11
Section 2.5. Computation of Interest and Fees . . . . . . . . . . . . . .11
Section 2.6. Increased Costs. . . . . . . . . . . . . . . . . . . . . . .12
Section 2.7. Illegality; Unavailability of Deposits . . . . . . . . . . .12
Section 2.8. Prepayments; Funding Indemnity . . . . . . . . . . . . . . 12
Section 2.9. Pro Rata Treatment and Payments. . . . . . . . . . . . . . .13
Section 2.10.Use of Proceeds. . . . . . . . . . . . . . . . . . . . . . .13

SECTION 3. REPRESENTATIONS AND WARRANTIES. . . . . . . . . . . . . . . . . . .13

Section 3.1. Financial Statements . . . . . . . . . . . . . . . . . . . .13
Section 3.2. Corporate Existence. . . . . . . . . . . . . . . . . . . . .13
Section 3.3. Corporate Power. . . . . . . . . . . . . . . . . . . . . . .14
Section 3.4. No Violation of Laws . . . . . . . . . . . . . . . . . . . .14
Section 3.5. No Material Litigation . . . . . . . . . . . . . . . . . . .14
Section 3.6. Federal Regulations. . . . . . . . . . . . . . . . . . . . .15
Section 3.7. Disclosure . . . . . . . . . . . . . . . . . . . . . . . . .15
Section 3.8. Subsidiary Information . . . . . . . . . . . . . . . . . . .15

SECTION 4. CONDITIONS PRECEDENT. . . . . . . . . . . . . . . . . . . . . . . .15

Section 4.1. Conditions to Initial Loans. . . . . . . . . . . . . . . . .15
Section 4.2. Conditions to All Loans. . . . . . . . . . . . . . . . . . .15

SECTION 5. AFFIRMATIVE COVENANTS . . . . . . . . . . . . . . . . . . . . . . .16

Section 5.1. Financial Statements . . . . . . . . . . . . . . . . . . . .16
Section 5.2. Notices. . . . . . . . . . . . . . . . . . . . . . . . . . .16
Section 5.3. Maintenance of Debt to Worth . . . . . . . . . . . . . . . .17
Section 5.4. New Guarantors . . . . . . . . . . . . . . . . . . . . . . .17

SECTION 6. NEGATIVE COVENANTS. . . . . . . . . . . . . . . . . . . . . . . . .17

Section 6.1. Limitation on Indebtedness . . . . . . . . . . . . . . . . .17
Section 6.2. Limitation on Liens. . . . . . . . . . . . . . . . . . . . .17

SECTION 7. EVENTS OF DEFAULT . . . . . . . . . . . . . . . . . . . . . . . . .17

SECTION 8. THE AGENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . .19

(i)
<PAGE>

Section 8.l. Appointment. . . . . . . . . . . . . . . . . . . . . . . . .19
Section 8.2. Delegation of Duties . . . . . . . . . . . . . . . . . . . .19
Section 8.3. Exculpatory Provisions . . . . . . . . . . . . . . . . . . .20
Section 8.4. Reliance by Agent. . . . . . . . . . . . . . . . . . . . . .20
Section 8.5. Notice of Default. . . . . . . . . . . . . . . . . . . . . .20
Section 8.6. Non-Reliance on Agent and Other Banks. . . . . . . . . . . .20
Section 8.7. Indemnification. . . . . . . . . . . . . . . . . . . . . . .21
Section 8.8. Agent in Its Individual Capacity . . . . . . . . . . . . . .21
Section 8.9. Successor Agent. . . . . . . . . . . . . . . . . . . . . . .21

SECTION 9. MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . . . .22

Section 9.1. Amendments and Waivers . . . . . . . . . . . . . . . . . . .22
Section 9.2. Notices. . . . . . . . . . . . . . . . . . . . . . . . . . .22
Section 9.3. No Waiver; Cumulative Remedies . . . . . . . . . . . . . . .22
Section 9.4. Survival of Representations and Warranties . . . . . . . . .23
Section 9.5. Legal Fees, Other Costs and Indemnification. . . . . . . . .23
Section 9.6. Successors and Assigns . . . . . . . . . . . . . . . . . . .23
Section 9.7. Adjustments; Set-off . . . . . . . . . . . . . . . . . . . .23
Section 9.8. Incorporation of Guaranty Provisions . . . . . . . . . . . .24
Section 9.9. Release of Certain Guaranties. . . . . . . . . . . . . . . .24
Section 9.10. Counterparts; Effective Date. . . . . . . . . . . . . . . .24
Section 9.11. Governing Law . . . . . . . . . . . . . . . . . . . . . . .25
Section 9.12. Headings. . . . . . . . . . . . . . . . . . . . . . . . . .25

(ii)
<PAGE>

REVOLVING CREDIT AGREEMENT

To each of the Banks' signatory hereto

Ladies and Gentlemen:

The undersigned, Thor Industries, Inc., a Delaware corporation (the
"Borrower"), refers to that certain Credit Agreement dated as of May 29, 1992,
as amended, currently in effect among the Borrower, the Borrower's Subsidiaries,
Bank One Sidney, N.A., as Agent, and the Banks party thereto (the "Original
Credit Agreement"). The Borrower hereby requests that certain amendments be made
to the Original Credit Agreement and for the sake of clarity and convenience
that the Original Credit Agreement be restated in its entirety as so amended.
Each of you is hereinafter referred to as a "Bank," all of you are hereinafter
referred to collectively as the "Banks," and Harris Trust and Savings Bank in
its capacity as agent for the Banks hereunder is hereinafter referred to as the
"Agent." This Amended and Restated Credit Agreement amends and replaces in its
entirety the Original Credit Agreement, and from the Effective Date all
references made to the Original Credit Agreement in any Loan Document or in any
other document shall, without more, be deemed to refer to this Amended and
Restated Credit Agreement. This Amended and Restated Credit Agreement shall
become effective as of December 4, 1992 (the "Effective Date"), and supersede
all provisions of the Original Credit Agreement as of such date, upon the
execution of this Agreement by each of the parties hereto and the fulfillment of
the conditions precedent contained in Section 4.1(a)-(c) hereof.

SECTION 1. DEFINITIONS

SECTION 1.1. DEFINED TERMS. In addition to the other terms defined herein,
as used in this Agreement:

AFFILIATE means any Person directly or indirectly controlling or controlled
by or under direct or indirect common control with another Person.

ANNUAL FINANCIALS means, as to any fiscal year:

(a) a consolidated balance sheet, income statement and statement of cash
flows (together with a statement of shareholders' equity if not contained in the
foregoing) of Borrower and its consolidated subsidiaries, each together with
supporting notes to the extent required by GAAP or accompanying the accountant's
certification described below, fairly presenting Borrower's and its consolidated
subsidiaries' financial condition at the close of and the results of operations
during such year, which statements shall be prepared in accordance with GAAP and
shall be audited and certified without qualification by Deloitte & Touche or
other independent certified public accountants of nationally recognized standing
reasonably acceptable to the Banks; and
<PAGE>

(b) the Officer's Certificate specified under section 5.1 hereof.

BORROWING means the total of Loans of a single type made by the Banks to
the Borrower on a single date and for a single Interest Period. Borrowings are
made ratably from each of the Banks according to their Commitment Percentage.

BUSINESS DAY means a day other than a Saturday, Sunday or other day on
which commercial banks are authorized or required to close in Sidney or
Columbus, Ohio, or Chicago, Illinois and, if the applicable Business Day relates
to the borrowing or payment of a Eurodollar Loan, on which banks are dealing in
United States Dollar deposits in the interbank market in London, England and
Nassau, Bahamas. Periods of days referred to in this Agreement shall be counted
in calendar days unless Business days are expressly prescribed.

COMMITMENT means a Bank's agreement to make Revolving Credit Loans to the
Borrower pursuant to subsection 2.1 hereof in the amount specified on Schedule I
hereof, and Commitments means the aggregate of each Bank's Commitment.

COMMITMENT PERCENTAGE of any Bank shall mean the percentage set opposite
such Bank's name on Schedule I hereto.

COMMITMENT PERIOD means the period from and including the date hereof to
the Termination Date.

CONSOLIDATED LIABILITIES at any date means the total of all accounts which
would be properly classified as liabilities in a consolidated balance sheet of
Borrower and its consolidated subsidiaries at such date prepared in accordance
with GAAP, including, but not limited to, deferred income taxes and capital
lease obligations.

CONSOLIDATED TANGIBLE NET WORTH at any date means the excess, if any, of the
total assets over the total amount of liabilities, deferred credits and minority
interests as the same would appear in a consolidated balance sheet of Borrower
and its consolidated subsidiaries at such date prepared in accordance with GAAP,
consistently applied, less the book value of (a) all intangible assets and (b)
all deferred charges. Both intangible assets and deferred charges are to be
determined in accordance with GAAP.

CONTINGENT OBLIGATION means, as to any Person, any reimbursement
obligations of such Person in respect of undrawn drafts drawn under letters of
credit and any obligation of such Person guaranteeing or in effect guaranteeing
any Indebtedness, leases, dividends or other obligations primarily to pay money
("PRIMARY OBLIGATIONS") of any other Person (the "PRIMARY OBLIGOR") in any
manner, whether directly or indirectly, including, without limitation, any
obligation of such Person, whether or not

2
<PAGE>

contingent, (a) to purchase any such primary obligation or any property
constituting direct or indirect security therefor, (b) to advance or supply
funds (i) for the purchase or payment of any such primary obligation or (ii) to
maintain working capital or equity capital of the primary obligor or otherwise
to maintain the net worth or solvency of the primary obligor, (c) to purchase
property, securities or services primarily for the purpose of assuring the
obligee under any such primary obligation of the ability of the primary obligor
to make payment of such primary obligation or (d) otherwise to assure or hold
harmless the obligee under such primary obligation against loss in respect
thereof; HOWEVER, the term Contingent Obligation shall not include endorsements
of instruments for deposit or collection in the ordinary course of business.

CONTRACTUAL OBLIGATION means, as to any Person, any provision of any
security issued by such Person or of any agreement, instrument or undertaking to
which such Person is a party or by which it or any of its property is bound.

DEALER REPURCHASE DEBT means as to any Person that Person's unsecured
ordinary course of business Contingent Obligation to purchase from a financier
the inventory of a dealer selling inventory of the referent Person's manufacture
or assembly and sale to the dealer on terms which include the Person's
acquisition simultaneously with its payment of clear, unencumbered ownership of
inventory which is new and saleable as new.

DEFAULT means any of the events specified in Section 7, whether or not any
requirement for the giving of notice, the lapse of time, or both, has been
satisfied.

EURODOLLAR LOAN means a Revolving Credit Loan bearing interest prior to
maturity at the rate specified in Section 2.4(b).

ERISA means the Employee Retirement Income Security Act of 1974, as amended
from time to time.

EVENT OF DEFAULT means any of the events specified in Section 7, provided
that any requirement for the giving of notice, the lapse of time, or both, has
been satisfied.

EXISTING INDEBTEDNESS with respect to any Person means Indebtedness of such
Person and its Subsidiaries outstanding as of the date of and reflected in the
July 31, 1992, consolidated financials of the Borrower and its consolidated
Subsidiaries.

FLOOR PLAN FINANCING means as to any Person the financing of motor vehicle
chassis to be part of Inventory, work in process, or otherwise held for work,
sale or lease in the ordinary course of business with respect to which the
referent Person's seller or third party financier retains a security interest in
the chassis

3
<PAGE>

sold, pending the referent Person's subsequent sale in ordinary course of
business.

GAAP means generally accepted accounting principles in the United States of
America as in effect at the time any determination is made or financial
statement is required hereunder as promulgated by the American Institute of
Certified Public Accountants, the Accounting Principles Board, the Financial
Accounting Standards Board or any other body existing from time to time which is
authorized to establish or interpret such principles applied on a consistent
basis throughout any applicable period.

GOVERNMENTAL AUTHORITY means any nation or government, any state or other
political subdivision thereof and any entity exercising executive legislative,
judicial, regulatory or administrative functions of or pertaining to government.

GUARANTY means a guaranty of the indebtedness evidenced by the Notes, this
Agreement or the other Loan Documents, and other indebtedness, executed
previously by the Subsidiaries of Borrower in connection with the closing of the
Original Credit Agreement and in the form of Exhibit B to the Original Credit
Agreement, and not released by Section 9.9 hereof, and any guaranty of such
indebtedness executed by any future Subsidiary of Borrower; GUARANTOR means each
Person executing a Guaranty.

HARRIS means Harris Trust and Savings Bank.

INDEBTEDNESS with respect to any Person means any indebtedness, whether or
not contingent, in respect of borrowed money or evidenced by bonds, notes,
debentures or similar instrument or letters of credit (or reimbursement
agreements in respect thereof) or representing the balance deferred and unpaid
of the purchase price of any property (including pursuant to capital leases),
except any such balance that constitutes an accrued expense or a trade payable,
if and to the extent any of the foregoing indebtedness would appear as a
liability upon a balance sheet of such Person prepared on a consolidated basis
in accordance with GAAP, and shall also include, to the extent not otherwise
included, any indebtedness of a third person of the type that would be included
in this definition which is secured by a Lien on the property or assets of or is
guaranteed by such Person.

INTEREST PERIOD means the period commencing on the date a Borrowing of
Eurodollar Loans is made and ending on the date 1, 2, or 3 months thereafter;
PROVIDED, HOWEVER,

(a) the Borrower may not select an Interest Period that extends
beyond the Termination Date;

(b) whenever the last day of any Interest Period would otherwise be a
day that is not a Business Day, the last day of

4
<PAGE>

such Interest Period shall be extended to the next succeeding Business Day,
provided that if such extension would cause the last day of such Interest
Period to occur in the following calendar month, the last day of such
Interest Period shall be the immediately preceding Business Day; and

(c) a month means a period starting on one day in a calendar month and
ending on the numerically corresponding day in the next calendar month;
PROVIDED, HOWEVER, that if there is no numerically corresponding day in the
month in which such an Interest Period is to end or if such an Interest
Period begins on the last Business Day of a calendar month, then such
Interest Period shall end on the last Business Day of the calendar month in
which such Interest Period is to end.

INVENTORY of any Person means all of such Person's now existing or
hereafter arising or acquired merchandise, inventory, goods, and other property
held for sale or lease or furnished or to be furnished under contracts of
service, including all raw materials, chassis, trailers, other vehicles, titled
or untitled, engines, air conditioners, plumbing, electronics, furniture and
furnishings, upholstery, flooring, brightwork, work in process, finished goods,
and materials and supplies of any kind, nature or description which are or might
be used in or in connection with such Person's business, and all returns,
repossessions, exchanges and proceeds thereof, wherever located.

LIBOR means the rate, adjusted for maximum regulatory reserve requirements,
at which deposits in U.S. Dollars in an amount and with a maturity corresponding
to the Interest Period for the relevant Eurodollar Loan are offered by the Agent
in the offshore interbank market as of approximately 11:00 a.m. (London time)
two Business Days before the making of such Eurodollar Loan.

LIEN means any mortgage, deed of trust, pledge, hypothecation, assignment,
deposit arrangement, charge, security interest, encumbrance, lien (statutory or
other), or any preference, priority or other security agreement or any
preferential arrangement of any kind or nature whatsoever (including any
conditional sale or other title retention agreement, any lease deemed under the
Uniform Commercial Code, or comparable law of any jurisdiction, to be intended
for security), and the authorized filing by or against a Person of any financing
statement as debtor under the Uniform Commercial Code (or comparable law of any
jurisdiction).

LOAN DOCUMENTS means this Agreement, the Notes, the Guaranties and all
documents delivered by the Borrower or any Guarantor in connection therewith.

MONTHLY FINANCIALS means, as to any fiscal month, each of a consolidated
and consolidating (i) balance sheet as of the last day of such month and (ii)
income statement for such month of Borrower

5
<PAGE>

and its consolidated subsidiaries and a consolidated statement of cash flows for
such month of Borrower and its consolidated subsidiaries, in each case (x)
unaudited and prepared in accordance with GAAP subject to year end adjustments
and the omission of footnotes and (y) certified in an Officer's Certificate.

OBLIGATIONS means all fees payable hereunder, all obligations of the
Borrower to pay principal or interest on the Revolving Credit Loans and all
other payment obligations of the Borrower or any Guarantor arising under or in
relation to any Loan Document.

OFFICER'S CERTIFICATE as to any Person means a written certificate signed
by the appropriate Responsible Officer(s) of such Person which (a) recites,
certifies and represents (i) the date of the certificate and that all
information given and statements made are as of that date, (ii) the exact
title(s) of such officer and the source of such officer's authority to execute
and deliver the certificate to Agent on behalf of such Person, (iii) that the
certificate is given in connection with this Agreement and constitutes a Loan
Document, (iv) that such officer is familiar with, and has access to, such
Person's business and financial affairs, (v) that such officer has examined the
information given or statements made, or both, in the certificate and certifies
that such information and statements are true and correct based upon such
officer's examination, and (vi) with respect to Subsidiaries that such officer
has examined this Agreement and, as required, the other Loan Documents and that
no Default has occurred during the period of time covered by such certificate;
(b) contains an acknowledgement by such officer that the Agent and Banks will
rely upon the certificate for purposes of making advances or extensions of
credit under this Agreement, acting upon any other request, giving or
withholding of any consent, exercising any right or privilege, or forebearing
from taking of any action, under the Loan Documents; (c) is, as to matters
listed below in subitems (d)(i) and (ii) given by the chief financial officer of
Borrower on behalf of each Borrower and its Subsidiaries in accordance with this
Agreement; and (d) shall further, in the case of:

(i) the Annual Financials, (A) state, with respect to the
consolidating financial statements described in paragraph (a) of the
definition of Annual Financials, that such financial statements are
accurate, complete and fairly present such Person's financial condition and
the results of operations; and (B) set forth, with respect to Borrower, the
calculations required to establish compliance by Borrower with Section 5.3
together with an exhibit attaching the financial statements from which such
calculations were made, and state that no event of default (or any event or
condition which, with the lapse of time, the giving of notice, or the
satisfaction of any other condition, or all of them, could become an event
of

6
<PAGE>

default) has occurred under any material Contractual Obligation during such
fiscal year of the Borrower; and

(ii) the Monthly Financials, (A) state that such financial statements
are accurate, complete and fairly present such Person's financial condition
and results of operations for such month (subject to year-end adjustments
and footnoted information required under GAAP) and (B) set forth, with
respect to Borrower, the calculations required to establish compliance by
Borrower with Section 5.3 together with an exhibit attaching the financial
statements from which such calculations were made, and state that no event
of default (or any event or condition which, with the lapse of time, the
giving of notice, or the satisfaction of any other condition, or all of
them, could become an event of default) has occurred under any material
Contractual Obligation during such fiscal year of the Borrower.

"OPERATING LEASE" at any date means any lease other than a lease which is
required to be capitalized in accordance with GAAP consistently applied,
provided such lease has, as of the date of determination, a remaining term of 12
months or more, or may at the option of the lessor or lessee be extended for a
term of 12 months or more.

PBGC means the Pension Benefit Guaranty Corporation established pursuant to
Subtitle A of Title IV of ERISA.

PERMITTED INDEBTEDNESS with respect to each of Borrower and Subsidiaries,
as applicable, means:

(a) Indebtedness to Agent and Banks under the Loan Documents;

(b) Existing Indebtedness (to the extent, if any, not covered by any other
clause of this definition);

(d) Dealer Repurchase Debt in ordinary course of business;

(e) Indebtedness to Harris in principal amount of $10,000,000 which is
fully secured to Harris by instruments evidencing obligations of a federal
authority of Canada and which are held by Harris' agent in Canada;

(f) Capital lease obligations or other Indebtedness of Borrower and
Subsidiaries incurred for the purchase of real or personal property or
businesses that do not exceed, as of any date outstanding, $1,000,000 in
the aggregate if on a basis of other than without recourse;

7
<PAGE>

(g) Indebtedness under Operating Leases for which total aggregate payments
by all of Borrower and each of its Subsidiaries during any 12-month period
do not exceed $2,500,000 in the aggregate;

(h) Indebtedness of a Borrower or a Subsidiary to Borrower or any other
Subsidiary;

(i) The obligations of a Borrower or Subsidiary under replevin or similar
type bonds obtained in the ordinary course of a Borrower's or Subsidiary's
respective business as presently conducted;

(j) The obligations of a Borrower or a Subsidiary under inventory and
merchandise repurchase agreements with their respective dealers and third
party creditors incurred in the ordinary course of a Borrower's or
Subsidiary's respective business as presently conducted; and

(k) Indebtedness which serves to refund or refinance Existing Indebtedness
(each of such Indebtedness being so incurred, "REFINANCING INDEBTEDNESS");
PROVIDED, that such Refinancing Indebtedness, (i) is subordinated to the
Obligations to at least the same extent as such Indebtedness begin refunded
or refinanced, (ii) bears an, interest rate per annum which does not exceed
the interest rate per annum then payable under such Indebtedness being
refunded or refinanced (calculated in accordance with any formula set forth
in the documents evidencing any such Indebtedness), (iii) has an aggregate
principal amount outstanding which does not exceed the then outstanding
aggregate amount of such Indebtedness being refunded or refinanced plus
customary transaction costs incurred in connection with such refinancing,
and (iv) has, at the time of such refunding or refinancing, a Weighted
Average Life to Maturity greater than the Weighted Average Life to Maturity
of such Indebtedness being refunded or refinanced.

PERMITTED LIENS means (a) Liens granted to Agent or any Bank; (b) Liens
expressly permitted by Agent (upon instruction of the Required Banks) in
writing; (c) Liens granted to warehousemen, mechanics, common carriers and
landlords for the payment of their services or the use of their property that
are not yet due and payable and arise in the ordinary course of business; (d) as
to Inventory, (i) the right granted under Section 2-702 of the UCC to a seller
of unpaid goods to reclaim those goods subject to the provisions set forth in
Section 2-702 of the UCC and (ii) Liens securing and to the extent of the Floor
Plan Financing described in clause (c) of the definition of Permitted
Indebtedness; (e) the security interest in items in favor of a collecting bank
under Section 4-208 of the UCC; (f) Liens securing Existing Indebtedness in
amounts and to the extent secured at the date hereof; (g) Liens securing the
Indebtedness enumerated in clauses (e), (f), (g) and

8
<PAGE>

(k) of the definition of Permitted Indebtedness; (h) Liens for taxes not yet due
and payable; and (i) liens of judgment creditors to the extent such Liens do not
secure obligations which exceed, as of any date, $1,000,000 in the aggregate or
enforcement thereof is stayed through bonds or insurance without obligations
which create a Default hereunder to the sole satisfaction of the Required Banks
exercised in good faith, and Liens for taxes due and payable, in each case only
if the validity or amount thereof is being contested in good faith by
appropriate and lawful proceedings, promptly initiated and diligently conducted
and as to which Borrower shall have set aside on its books reserves adequate
under GAAP.

PERSON means an individual, a partnership, a corporation, a business trust,
a joint stock company, a trust, an unincorporated association, a joint venture,
a Governmental Authority or any other entity of whatever nature.

PLAN means any pension plan which is covered by Title IV of ERISA and in
respect of which Borrower or a Commonly Controlled Entity is an "employer" as
defined in Section 3(5) of ERISA or an affiliate of an employer as defined in
Section 407(d)(7) of ERISA.

PRIME RATE means the rate of interest per annum announced by Harris Trust
and Savings Bank, from time to time as its prime commercial rate, with any
change thereto being effective as of the opening of business on the day of the
change (or the beginning of the day if not a Business Day), which Prime Rate is
not necessarily the best rate of interest offered by that bank.

PRIME RATE LOAN means a Revolving Credit Loan bearing interest prior to
maturity at the rate specified in Section 2.4(a).
Reportable Event means any of the events set forth in Section 4043(b) of ERISA
or the regulations thereunder.

REPORTABLE EVENT means any of the events set forth in Section 4043(b) of
ERISA or the regulations thereunder.

REQUIRED BANKS means, at a particular time, Banks which together hold at
least 66 2/3% of the aggregate unpaid principal amount of the Notes as at such
time, or, if no amounts are outstanding under the Notes as at such time, Banks
having not less than 66 2/3% of the aggregate amount of the Commitments as at
such time.

REQUIREMENT OF LAW means, as to any Person, the Certificate of
Incorporation and By-Laws or other organizational or governing documents of such
Person, and any law, treaty, rule or regulation, or determination of an
arbitrator or a court or other Governmental Authority, in each case applicable
to or binding upon such Person or any of its property or to which such Person or
any of its property is subject.

9
<PAGE>

RESPONSIBLE OFFICER means, as to Borrower and any Subsidiary of Borrower,
the Chairman, President or a Senior Vice President of Borrower and that
Subsidiary, respectively, and, with respect to financial matters, a Senior Vice
President or the Treasurer of Borrower and that Subsidiary, respectively.

REVOLVING CREDIT LOANS means the total of all advances by a Bank pursuant
to Section 2 of this Agreement and includes a Prime Rate Loan or Eurodollar
Loan, each of which is a "TYPE" of Loan hereunder.

SINGLE EMPLOYER PLAN means any Plan which is not a Multiemployer Plan.

SUBSIDIARY means, as to any Person, a corporation or other entity of which
more than fifty percent (50%) of the outstanding stock or comparable equity
interests having ordinary voting power (other than stock or such equity interest
having such power only by reason of the happening of a contingency) to elect a
majority of the board of directors or other managers of such corporation are at
the time owned, or the management of which is otherwise controlled, directly, or
indirectly through one or more intermediaries, or both, by such Person, and with
respect to Borrower shall include all Subsidiaries of Subsidiaries of Borrower.

TERMINATION DATE means November 30, 1993.

WEIGHTED AVERAGE LIFE to Maturity means, when applied to any Indebtedness
at any date, the number of years obtained by dividing (a) the then outstanding
principal amount of such Indebtedness into (b) the total of the product obtained
by multiplying (i) the amount of each then remaining installment, sinking fund,
serial maturity or other required payment of principal, including payment at
final maturity, in respect thereof, by (ii) the number of years (calculated to
the nearest one-twelfth) which will elapse between such date and the making of
such payment.

SECTION 1.2. INTERPRETATION. The foregoing definitions shall be equally
applicable to both the singular and plural forms of the terms defined. All
references to times of day in this Agreement shall be references to Chicago,
Illinois time unless otherwise specifically provided. Where the character or
amount of any asset or liability or item of income or expense is required to be
determined or any consolidation or other accounting computation is required to
be made for the purposes of this Agreement, the same shall be done in accordance
with GAAP, to the extent applicable, except where such principles are
inconsistent with the specific provisions of this Agreement.

SECTION 2. AMOUNT AND TERMS OF COMMITMENTS, REVOLVING CREDIT LOANS

SECTION 2.1. COMMITMENTS. Subject to the terms and conditions of this
Agreement, each Bank severally agrees to make Revolving

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Credit Loans to the Borrower from time to time during the Commitment Period in
an aggregate principal amount at any one time outstanding not to exceed the
amount set opposite such Bank's name in Schedule I hereto under the caption
"Commitment." As provided in Section 2.3 hereof, the Borrower may elect that
each Borrowing of Revolving Credit Loans be made available by means of either
Prime Rate Loans or Eurodollar Loans. During the Commitment Period and as long
as no Default or Event of Default exists the Borrower may use the Commitments by
borrowing, prepaying the Revolving Credit Loans in whole or in part, and
reborrowing, all in accordance with the terms and conditions hereof.

SECTION 2.2. NOTES. The Revolving Credit Loans made by each Bank pursuant
hereto shall be evidenced by a promissory note of the Borrower, in the form of
Exhibit A ("Note"), payable to the order of such Bank and evidencing the
obligation of the Borrower to pay the aggregate unpaid principal amount of all
Revolving Credit Loans made by such Bank, with interest thereon as prescribed in
Sections 2.5 and 2.6. Each Bank is hereby authorized to record the date and
amount of each Revolving Credit Loan made by that Bank, and the date and amount
of each payment or prepayment of principal thereof, at its option on a schedule
annexed to and constituting a part of its Note, or on a continuation thereof
which shall be attached thereto and made a part thereof, or on its separate
written or electronic records maintained in ordinary course of business, and any
such recordation shall constitute prima facie evidence of the accuracy of the
information so recorded; however, the failure of the Bank to make any such
recordations shall not affect the obligation of Borrower or any Guarantor to
repay outstanding principal, interest, or any other amount due hereunder or
under the Notes in accordance with the terms hereof and thereof. Each Note shall
(a) be dated as of the date hereof, (b) be stated to mature on the Termination
Date, and (c) bear interest for the period from the date hereof on the unpaid
principal amount thereof from time to time outstanding at the applicable
interest rate per annum determined as provided in Section 2.4 and 2.5. Interest
on each Note shall be payable as specified in Section 2.4.

SECTION 2.3. PROCEDURE FOR BORROWING. Borrower may borrow under the
Commitments during the Commitment Period on any Business Day, PROVIDED that
Borrower gives the Agent telephonic notice (which notice shall be irrevocable
once given and shall be promptly confirmed in writing) (i) by no later than
12:00 noon Chicago time at least one Business Day prior to the date of each
requested Borrowing of Prime Rate Loans and (ii) by no later than 10:00 a.m.
Chicago time on the date at least three Business Days prior to the date of each
requesting Borrowing of Eurodollar Loans. Each such notice from the Borrower
shall specify (A) the amount to be borrowed, (B) the type of Revolving Credit
Loans to comprise such Borrowing, (C) if such Borrowing is to be comprised of
Eurodollar Loans, the Interest Period selected by the Borrower to be applicable
thereto, and (D) the date of the requested Borrowing.

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Upon receipt of such notice from Borrower the Agent shall promptly notify each
Bank thereof. Subject to the satisfaction of the terms and conditions of this
Agreement, each Bank will make the amount of its Commitment Percentage of each
Borrowing available to the Agent located at 111 West Monroe Street, Chicago,
Illinois 60690, not later than 10:00 a.m. Chicago time, on the date requested by
said Borrower in funds immediately available to the Agent as the Agent may
direct. The proceeds of all such loans will then promptly be made available to
said Borrower by the Agent at the office of the Agent by crediting the Loan
Account of Borrower on the books of such office of the Agent with said aggregate
of the amount made available to the Agent by the Banks and in like funds as
received by the Agent.

Each Borrowing of Eurodollar Loans shall be in an amount not less than
$1,000,000, or any larger amount that is an integral multiple of $500,000.

SECTION 2.4. INTEREST RATE AND PAYMENT DATES.

(a) Each Prime Rate Loan made by a Bank shall bear interest on the unpaid
principal thereof from the date such Prime Rate Loan is made until maturity
(whether by acceleration or otherwise) at a rate per annum equal to the
Prime Rate in effect from time to time payable on the last Business Day of
each month.

(b) Each Eurodollar Loan made by a Bank shall bear interest on the unpaid
principal amount thereof from the date such Loan is made until maturity
(whether by acceleration or otherwise) at a rate per annum equal to the sum
of the LIBOR applicable to such Loan plus 1.50% per annum, payable on the
last day of its Interest Period and at maturity (whether by acceleration or
otherwise).

(c) If any payment of principal on any Revolving Credit Loan is not made
when due (whether by acceleration or otherwise), such Revolving Credit Loan
shall bear interest from the date such payment was due until paid in full,
payable on demand, at a rate per annum equal to:

(i) with respect to any Prime Rate Loan, the sum of 2% per annum
PLUS the Prime Rate from time to time in effect; and

(ii) with respect to any Eurodollar Loan, the sum of 3 1/2% per
annum PLUS the rate of interest in effect hereon at the time of such
default until the end of the Interest Period applicable thereto and,
thereafter, at a rate per annum equal to the sum of 2% per annum PLUS
the Prime Rate from time to time in effect.

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<PAGE>

(d) Each Prime Rate Loan shall mature and become due and payable on the
Termination Date. Each Eurodollar Loan shall mature and become due and
payable on the last day of the Interest Period applicable thereto or, if
earlier, on the Termination Date.

SECTION 2.5. COMPUTATION OF INTEREST AND FEES.

(a) All indebtedness and fees on the Revolving Credit Loans and interest in
respect hereof shall be calculated on the basis of a 360 day year for the actual
days elapsed.

(b) Each determination of an interest rate by the Agent pursuant to any
provision of this Agreement shall be conclusive and binding on the Borrower and
the Banks in the absence of manifest error. Agent shall give Borrower and the
Banks prompt notice of all changes in the Prime Rate.

SECTION 2.6. INCREASED COSTS. If any law or any governmental rule,
regulation, policy, guideline or directive (whether or not having the force of
law), or any change in any of the foregoing or in any interpretation thereof or
compliance by any Bank with such:

(i) subjects any Bank to any tax, duty, charge or withholding on or from
payments due from the Borrower (excluding taxation on the overall net
income of such Bank), or changes the basis of taxation of payments to any
Bank in respect of the Eurodollar Loans or other amounts due to such Bank
hereunder; or

(ii) imposes or increases or deems applicable any reserve, assessment,
insurance charge, special deposit or similar requirements against assets
of, deposits with or for the account of, or credit extended by, any Bank;
or

(iii) imposes any other condition the result of which is to increase the
cost to any Bank of making, funding or maintaining loans or reduces any
amount receivable by any Bank in connection with loans, or requires any
Bank to make any payment calculated by reference to any amount of loans
held or interest received by such Bank, by an amount deemed material by
such Bank.

then, within 15 days of written demand by such Bank, the Borrower shall pay such
Bank that portion of such increased expense incurred or reduction in any amount
received which such Bank determines is attributable to making, funding or
maintaining the Eurodollar Loans.

SECTION 2.7. ILLEGALITY; UNAVAILABILITY OF DEPOSITS. If any Bank determines
that making a Eurodollar Loan would violate any applicable law, rule,
regulation, or directive, whether or not having the force of law, or if any Bank
determines that deposits of

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<PAGE>

a type and maturity appropriate to match fund a requested Eurodollar Loan, as
applicable, are not available to such Bank for the requested Interest Period,
then such Bank shall give notice to the Borrower, whereupon, until such Bank
notifies the Borrower that the circumstances giving rise to such suspension no
longer exist, such Bank's obligation to make Eurodollar Loans shall be
suspended. The Borrower shall prepay on demand the outstanding principal amount
of any such affected Eurodollar Loans, together with all interest accrued
thereon and all other amounts then due and payable to such Bank under this
Agreement.

SECTION 2.8. PREPAYMENTS; FUNDING INDEMNITY. (a) The Borrower shall have
the privilege of prepaying Prime Rate Loans without premium or penalty and in
whole or in part at any time; PROVIDED, HOWEVER, that the Borrower shall have
given prior notice of such prepayment to the Agent no later than 10:30 a.m. on
the date of such prepayment. Such prepayment shall be made by the payment of the
principal amount to be prepaid and accrued interest thereon to the date fixed
for prepayment. No Eurodollar Loan may be voluntarily prepaid prior to its
express maturity date.

(b) In the event any Bank shall incur any loss, cost or expense
(including, without limitation, any loss of profit and any loss, cost or expense
incurred by reason of the liquidation or reemployment of deposits or other funds
acquired by such Bank to fund or maintain any Eurodollar Loan or the relending
or reinvesting of such deposits or amounts paid or prepaid) as a result of any
payment (whether voluntary or as a result of a demand hereunder) of a Eurodollar
Loan on a date other than the last day of the Interest Period applicable
thereto, then, upon such Bank's demand, the Borrower shall pay such Bank such
amounts as will reimburse such Bank for such loss, cost or expense.

SECTION 2.9. PRO RATA TREATMENT AND PAYMENTS. Each borrowing by Borrower
from the Banks, each payment by Borrower on account of the principal of and
interest on the Notes, each payment by Borrower of fees, and any reduction of
the Commitments of the Banks hereunder shall be made pro rata according to the
Commitment Percentages of the Banks. All payments (including prepayments) to be
made by Borrower on account of principal, interest and fees shall be made
without set-off or counterclaim and shall be made to the Agent on behalf of the
Banks, at the Agent's office located at 111 West Monroe Street, Chicago,
Illinois 60690, in each case in immediately available funds. The Agent shall
distribute such payments to the Banks promptly upon receipt in like funds as
received. Any such payments not received by the Agent prior to 12:00 noon
Chicago time and not distributed on the date of receipt shall be credited as
paid on the next succeeding Business Day. If any payment hereunder becomes due
and payable on a day other than a Business Day, the maturity thereof shall be
extended to the next succeeding Business Day and, with respect to payments of
principal,

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<PAGE>

interest thereon shall be payable at the then applicable rate during such
extension.

SECTION 2.10. USE OF PROCEEDS. The proceeds of the Revolving Credit Loans
made hereunder shall be used by the Borrower for lawful purposes in its
businesses.

SECTION 3. REPRESENTATIONS AND WARRANTIES

In order to induce the Banks to enter into this Agreement and to make the
Revolving Credit Loans herein provided for, the Borrower hereby covenants,
represents and warrants to the Agent and to each Bank, that:

SECTION 3.1. FINANCIAL STATEMENTS. Borrower has heretofore furnished to
each of the Banks the consolidated balance sheet of Borrower and its
Subsidiaries as of July 31, 1992, and the related consolidated statements of
operations, of stockholders' equity and of changes in financial position for the
fiscal year of Borrower then ended, certified by Deloitte & Touche, independent
public accountants. Such financial statements fairly present the financial
conditions of Borrower and its Subsidiaries as of the dates thereof and the
results of the operations of Borrower and its Subsidiaries for the periods then
ended, subject to year end adjustments and the omission of footnotes, and since
July 31, 1992, there has been no material adverse change in such conditions.

SECTION 3.2. CORPORATE EXISTENCE; COMPLIANCE WITH LAW. Borrower and each of
its Subsidiaries (a) is duly organized, validly existing and in good standing
under the laws of the jurisdiction of its incorporation, (b) has the corporate
power and authority to conduct the business in which it is currently engaged,
(c) is not required to be qualified as a foreign corporation under the laws of
any jurisdiction where, if it is not qualified, the failure to so qualify would
have a material adverse effect on the business of Borrower and its Subsidiaries
taken as a whole and (d) is in compliance with all Requirements of Law except to
the extent that the failure to comply therewith would not, in the aggregate,
have a material adverse effect on the business, operations, property or
financial or other condition of Borrower and its Subsidiaries taken as a whole
and would not materially adversely affect the ability of Borrower and its
Subsidiaries to perform their obligations under this Agreement, the Notes, and
the Loan Documents.

SECTION 3.3. CORPORATE POWER; AUTHORIZATION; ENFORCEABLE OBLIGATIONS.
Borrower and each Subsidiary of Borrower has the corporate power and authority
to make, deliver and perform the Loan Documents to which it is a party and to
borrow hereunder and has taken all corporate action necessary to be taken by it
to authorize the borrowings on the teens and conditions of this Agreement and
the Notes and to authorize the execution, delivery and performance

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<PAGE>

of this Agreement, the Notes and any other Loan Documents to which it is a
party. No consent, waiver or authorization of, or filing with, any Person
(including without limitation any Governmental Authority), is required to be
made or obtained by Borrower or any Subsidiary of Borrower in connection with
the borrowings hereunder or the execution, delivery, performance, validity or
enforceability of any Loan Document. Each Loan Document has been duly executed
and delivered on behalf of Borrower and each Subsidiary of Borrower and
constitutes a legal, valid and binding obligation of Borrower and each
Subsidiary of Borrower (to the extent a party thereto) enforceable against
Borrower and each Subsidiary of Borrower (to the extent a party thereto) in
accordance with its terms, and none of the foregoing violates any Requirement of
Law or Contractual Obligation of Borrower or any Subsidiary of Borrower and does
not and will not result in, or require, the creation or imposition of any Lien
on any of their properties or revenues pursuant to any Requirement of Law or
Contractual Obligation.

SECTION 3.4. NO VIOLATION OF LAWS. Borrower and each Subsidiary of Borrower
is and will remain in compliance with all Requirements of Law, including those
covering taxes (subject to contest as provided in the definition of Permitted
Liens) and environmental activities and hazardous substances, except to the
extent that all instances of noncompliance, in the aggregate, could not have a
material adverse effect upon Borrower and its Subsidiaries on a consolidated
basis.

SECTION 3.5. NO MATERIAL LITIGATION. No litigation, investigation or
proceeding of or before any arbitrator or Governmental Authority is pending or,
to the best knowledge of the Borrower and its Subsidiaries, threatened by or
against Borrower or any of its Subsidiaries or against any of their respective
properties or revenues (a) with respect to any of the Loan Documents, or any of
the transactions contemplated hereby or thereby or (b) which could reasonably be
expected to have a material adverse effect on the business, operations, property
or financial or other condition of Borrower and its Subsidiaries taken as a
whole.

SECTION 3.6. FEDERAL REGULATIONS. No part of the proceeds of any loans
hereunder will be used for "purchasing" or "carrying" "margin stock" as defined
in Regulation U of the Board of Governors of the Federal Reserve System or for
any purpose which violates, or which would be inconsistent with, the provisions
of the Regulations of such Board of Governors.

SECTION 3.7. DISCLOSURE. No representations or warranties made by Borrower
or any of its Subsidiaries in this Agreement, any other Loan Document, or any
other document furnished from time to time in connection herewith (as such other
documents may be supplemented from time to time) contains or will contain any
untrue statement of

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<PAGE>

a material fact or omits or will omit to state any material fact necessary to
make the statements herein or therein not misleading.

SECTION 3.8. SUBSIDIARY INFORMATION. Schedule 2 attached hereto contains
the name (including any other names used within the preceding five years),
principal place of business and all other places of business of Borrower and
each Subsidiary of Borrower. Each such Subsidiary is wholly owned by Borrower or
a Subsidiary of Borrower.

SECTION 4. CONDITIONS PRECEDENT

SECTION 4.1. CONDITIONS TO INITIAL LOANS. The obligation of each Bank to
make Revolving Credit Loans hereunder is subject to the satisfaction of the
following conditions precedent on or prior to the first Borrowing hereunder:

(a) NOTES. The Agent shall have received for the account of each Bank a
Note, each conforming to the requirements hereof and each duly executed and
delivered by a duly authorized officer of Borrower.

(b) CORPORATION PROCEEDINGS OF THE BORROWER. The Agent shall have
received, with a counterpart for each Bank, a copy of the resolutions of the
Board of Directors of Borrower authorizing the execution, delivery and
performance of the Loan Documents to which it is a party and the consummation of
the transactions contemplated hereby.

(c) CORPORATE PROCEEDINGS OF SUBSIDIARIES OF BORROWER. The Agent shall
have received, with a counterpart for each Bank, a copy of the resolutions of
the Board of Directors of each Subsidiary of Borrower authorizing the execution
of the Consent of Guarantors set forth at the end of this Agreement.

SECTION 4.2 CONDITIONS TO ALL LOANS. The obligation of each Bank to make
any loan hereunder, on any date, is subject to the satisfaction of the following
conditions precedent as of the Borrowing Date:

(a) REPRESENTATIONS AND WARRANTIES. The representations and warranties
made in Section 3 shall be true and correct in all material respects on and as
of the date of such loan as if made on and as of such date unless specifically
stated to relate to a specific earlier date.

(b) NO DEFAULT OR EVENT OF DEFAULT. No Default or Event of Default shall
have occurred and be continuing on such date or after giving effect to the loan
to be made on such date.

Each borrowing by the Borrower under this Agreement shall constitute a
representation and warranty by the Borrower as of the date of such borrowing
that the conditions contained in the

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foregoing paragraphs (a) and (b) of this Section 4.3 have been satisfied.

SECTION 5. AFFIRMATIVE COVENANTS

The Borrower hereby agrees that, from the date hereof and so long as any
Commitment remains in effect, any Note remains outstanding and unpaid or any
other Obligation is owing to any Bank or the Agent hereunder, the Borrower
shall:

SECTION 5.1. FINANCIAL STATEMENTS. Furnish to each Bank:

(a) as soon as available, but in any event within 90 days after the end of
each fiscal year of Borrower, a copy of the Annual Financials; and

(b) as soon as available, but in any event not later than 45 days after
the end of each fiscal month, (i) the Monthly Financials;

(c) concurrently with the delivery of the financial statements referred to
in sections 5.1(a) and (b), the appropriate Officer's Certificate;

(d) promptly upon receipt thereof, copies of all final reports submitted
to Borrower by independent certified public accountants in connection with each
annual, interim or special audit of the books of the Borrower or any of its
Subsidiaries made by such accountants, including, without limitation, any final
comment letter submitted by such accountants to management in connection with
their annual audit; and

(e) on reasonable notice to Borrower, such additional financial and other
information as any Bank may from time to time reasonably request, including,
without limitation, a monthly aging schedule of Borrower's and its Subsidiaries'
accounts payable and accounts receivable.

SECTION 5.2. NOTICES. Promptly give notice to the Agent and each Bank:

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

(b) of any (i) default or event of default under any Contractual
Obligation that would have a material adverse effect on Borrower or on Borrower
and its Subsidiaries taken as a whole or (ii) litigation, investigation or
proceeding which may exist at any time between Borrower or any of its
Subsidiaries and any Governmental Authority or other Person, which, if adversely
determined, would have a material adverse effect on the business, operations,
property or financial or other condition of Borrower or of Borrower and its
Subsidiaries taken as a whole;

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<PAGE>

(c) of a material adverse change in the business, operations, property or
financial or other condition of Borrower or any of its Subsidiaries.

Each notice pursuant to this section 5.2 shall be accompanied by a statement of
the chief executive officer or chief financial officer or other Responsible
Officer of Borrower setting forth details of the occurrence referred to therein
and stating what action Borrower proposes to take with respect thereto.

SECTION 5.3. MAINTENANCE OF DEBT TO WORTH. Maintain, as of the end of each
fiscal month and as of the end of each fiscal year, the ratio of Consolidated
Liabilities to Consolidated Tangible Net Worth not in excess of 2.0 to 1.0.

SECTION 5.4. NEW GUARANTORS. Promptly upon creating or acquiring any
Subsidiary cause such Subsidiary to become a Guarantor hereunder.

SECTION 6. NEGATIVE COVENANTS

Borrower hereby agrees that, from the date hereof and so long as any
Commitment remains in effect, any Note remains outstanding and unpaid or any
other Obligation is owing to any Bank or the Agent hereunder, Borrower shall
not, nor shall it permit any of its Subsidiaries to, directly or indirectly:

SECTION 6.1. LIMITATION ON INDEBTEDNESS. Create, incur, assume or suffer to
exist any Indebtedness except Permitted Indebtedness.

SECTION 6.2. LIMITATION ON LIENS. Create, incur, assume or suffer to exist
any Lien upon any of its property, assets or revenues, whether now owned or
hereafter acquired, except Permitted Liens.

SECTION 7. EVENTS OF DEFAULT

Upon the occurrence of any of the following events:

(1) Borrower or any Guarantor shall fail to pay any principal of any Note
when due or Borrower shall fail to pay any interest on any Note or any fee or
other amount (including without limitation reimbursement obligations) payable
hereunder, within five days after any such amount becomes due; or

(2) Borrower or any Subsidiary of Borrower (a) shall fail to deliver or
cause to be delivered the information, notices or other items specified in or
satisfy any of its covenants under Sections 5.1 or 5.2 within five days of the
date due hereunder or, as appropriate, request by the Agent seasonably and in
good faith, or (b) shall default in the observance or performance of any
covenant

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<PAGE>

or agreement contained in Section 5.3 or Section 6, which default remains
uncured for five days; or

(3) any representation or warranty made or deemed made by Borrower or any
Subsidiary of Borrower herein or in any other Loan Document or which is
contained in any certificate, document or financial or other statement or other
Loan Document furnished at any time under or in connection herewith or
therewith, shall prove to have been incorrect in any material respect on or as
of the date made or deemed made; or

(4) any representation or warranty or covenant made in section 3 (except
section 3.1) shall become incorrect in any material respect and remain incorrect
30 days after Borrower receives notice thereof; or

(5) either Borrower or any Subsidiary of Borrower (a) shall default in the
observance or performance of any covenant or agreement contained in section 5
hereof and not specified in paragraph (1) or (2) above or (b) shall default in
the observance or performance of any other covenant or agreement contained
herein, in each instance which default shall remain unremedied 30 days after
Borrower receives notice of such default; or

(6) Borrower or any of its Subsidiaries shall (a) default in any payment
of principal of or interest on any Indebtedness (other than the Notes), the
aggregate principal amount then outstanding of which exceeds $1,000,000 beyond
the period of grace, if any, provided in the instrument or agreement under which
such Indebtedness was created; or (b) default in the observance or performance
of any other agreement or condition relating to any such Indebtedness or
contained in any instrument or agreement evidencing, securing or relating
thereto, or any other event shall occur or condition exist, the effect of which
default or other event or condition is to cause, or to permit the holder or
holders of such Indebtedness (or a trustee or agent on behalf of such holder) to
cause, with the giving of notice if required, such Indebtedness to become due
prior to its stated maturity; or

(7) (a) Borrower or any Guarantor shall commence any case, proceeding or
other action (i) under the Bankruptcy Code or any existing or future law of any
jurisdiction, domestic or foreign, relating to bankruptcy, insolvency,
reorganization or relief of debtors, seeking to have an order for relief entered
with respect to it, or seeking to adjudicate it a bankrupt or insolvent, or
seeking reorganization, arrangement, adjustment, winding-up, liquidation,
dissolution, composition or other relief with respect to it or its debts, or
(ii) seeking appointment of a receiver, trustee, custodian or other similar
official for it or for all or any substantial part of its assets, or Borrower or
any Guarantor shall make a general assignment for the benefit of its creditors;
or (b) there shall be commenced against Borrower or any Guarantor

20
<PAGE>

any case, proceeding or other action of a nature referred to in clause (a) above
which (i) results in the entry of an order for relief or the appointment of any
such official or (ii) remains undismissed, undischarged or unbonded for a period
of 60 days; or (c) there shall be commenced against Borrower or any Guarantor
any case, proceeding or other action seeking issuance of a warrant of
attachment, execution, distraint or similar process against all or any
substantial part of its assets which results in the entry of an order for any
such relief which shall not have been vacated, discharged, or stayed or bonded
pending appeal within 60 days from the entry thereof; or (d) Borrower or any
Guarantor shall take any action in furtherance of, or indicating its consent to,
approval of, or acquiescence in, any of the acts set forth in clause (a), (b) or
(c) above; or (e) Borrower or any Guarantor shall generally not, or shall be
unable to, or shall admit in writing it inability to, pay its debts as they
become due; or

(8) any of the Guaranties shall cease for any reason to be in full force
and effect in accordance with its terms or any party thereto shall so assert in
writing;

then, and in any such event, (a) if such event is an Event of Default specified
in paragraph (7) above, automatically the Commitments, if still outstanding,
shall immediately terminate and the loans hereunder (with accrued interest
thereon) and all other amounts owing under this Agreement, the Notes and the
Loan Documents shall immediately become due and payable, and (b) if such event
is any other Event of Default, either or both of the following actions may be
taken: (i) the Agent may, with the consent of the Required Banks, or upon the
request of the Required Banks, the Agent shall, by notice to the Borrower,
declare the Commitments to be terminated forthwith, whereupon the Commitments
shall immediately terminate; and (ii) the Agent may, with the consent of the
Required Banks, or upon the request of the Required Banks, the Agent shall, by
notice of default to the Borrower, declare the loans hereunder (with accrued
interest thereon) and all other amounts owing under this Agreement and the Notes
or the other Loan Documents to be due and payable forthwith, in which case other
than as expressly provided above in this section, presentment, demand, protest
and all other notices of any kind are hereby expressly waived.

SECTION 8. THE AGENT

SECTION 8.1. APPOINTMENT. Each Bank hereby designates and appoints Harris
Trust and Savings Bank as the Agent of such Bank under each Loan Document and
each Bank hereby authorizes Harris Trust and Savings Bank, as the Agent for such
Bank, to take such action on its behalf under the provisions of this Agreement,
the Notes and each Loan Document and to exercise such powers and perform such
duties as are expressly delegated to the Agent by the terms of this Agreement,
each Loan Document and the Notes, together

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<PAGE>

with such other powers (including without limitation the power to make
disbursements to protect the rights of the Banks) as are reasonably incidental
thereto. Notwithstanding any provision to the contrary elsewhere in any Loan
Document, the Agent shall not have any duties or responsibilities, except those
expressly set forth herein, or any fiduciary relationship with any Bank and no
implied covenants, functions, responsibilities, duties, obligations or
liabilities shall be read into any Loan Document, or otherwise exist against the
Agent.

SECTION 8.2. DELEGATION OF DUTIES. The Agent may execute any of its duties
under the Loan Documents by or through agents or attorneys-in-fact and shall be
entitled to advice of counsel concerning all matters pertaining to such duties.
The Agent shall not be responsible for the negligence or misconduct of any
agents or attorneys-in-fact selected by it with reasonable care.

SECTION 8.3. EXCULPATORY PROVISIONS. Neither the Agent nor any of its
officers, directors, employees, agents, attorneys-in-fact or affiliates shall be
(i) liable for any action lawfully taken or omitted to be taken by it or such
Person under or in connection with any Loan Document (except for its or such
Person's own gross negligence or willful misconduct), or (ii) responsible in any
manner to any of the Banks for any recitals, statements, representations or
warranties made by Borrower or any of its Subsidiaries or any officer thereof or
in any certificate, report, statement referred to or provided for in, or
received by the Agent under or in connection with, any Loan Document, or for the
value, validity, effectiveness, genuineness, enforceability or sufficiency of
this Agreement, the Notes or any other Loan Document or for any failure of
Borrower or any of its Subsidiaries to perform their obligations under any Loan
Document. The Agent shall not be under any obligation to any Bank to ascertain
or to inquire as to the observance or performance of any of the agreements
contained in, or conditions of, any Loan Document or to inspect the properties,
books or records of Borrower or any of its Subsidiaries.

SECTION 8.4. RELIANCE BY AGENT. The Agent shall be entitled to rely, and
shall be fully protected in relying, upon any document or conversation believed
by it to be genuine and correct and to have been signed, sent or made by the
proper Person or Persons and upon advice and statements of legal counsel
(including, without limitation, counsel to the Borrower), independent
accountants and other experts selected by the Agent. The Agent may deem and
treat the payee of any Note as the owner thereof for all purposes unless a
written notice of assignment, negotiation or transfer thereof shall have been
filed with the Agent. The Agent shall be fully justified in failing or refusing
to take any action under any Loan Document unless it shall first receive such
advice or concurrence of the Required Banks as it deems appropriate or it shall
first be indemnified to its satisfaction by the Banks against any and all
liability and expense which may be incurred by it by reason of

22
<PAGE>

taking or continuing to take any such action. The Agent shall in all cases be
fully protected in acting, or in refraining from acting, under any Loan Document
in accordance with a request of the Required Banks, and such request and any
action taken or failure to act pursuant thereto shall be binding upon all the
Banks and all future holders of the Notes.

SECTION 8.5. NOTICE OF DEFAULT. The Agent shall not be deemed to have
knowledge or notice of the occurrence of any Default or Event of Default
hereunder unless the Agent has received notice from a Bank or the Borrower
referring to this Agreement, describing such Default or Event of Default and
stating that such notices is a "notice of default." In the event that the Agent
receives such a notice, the Agent shall give notice thereof to the Banks. The
Agent shall take such action with respect to such Default or Event of Default as
shall be reasonably directed by the Required Banks; however, unless and until
the Agent shall have received such directions, the Agent may (but shall not be
obligated to) take such action, or refrain from taking such action, with respect
to such Default or Event of Default as it shall deem advisable in the best
interests of the Banks.

SECTION 8.6. NON-RELIANCE ON AGENT AND OTHER BANKS. Each Bank expressly
acknowledges that neither the.Agent nor any of its officers, directors,
employees, agents, attorneys-in-fact or affiliates has made any representations
or warranties to it and that no act by the Agent hereafter taken, including any
review of the affairs of the Borrower or any of its Subsidiaries, shall be
deemed to constitute any representation or warranty by the Agent to any Bank.
Each Bank represents to the Agent that it has, independently and without
reliance upon the Agent or any other Bank, and based on such documents and
information as it has deemed appropriate, made its own appraisal of and
investigation into the business, operations, property, financial and other
condition and creditworthiness of the Borrower and its Subsidiaries and made its
own decision to make its loans hereunder and enter into this Agreement and the
agreements contemplated hereby. Each Bank also represents that it will,
independently and without reliance upon the Agent or any other Bank, and based
on such documents and information as it shall deem appropriate at the time,
continue to make its own credit analysis, appraisals and decisions in taking or
not taking action under this Agreement and the agreements contemplated hereby,
and to make such investigation as it deems necessary to inform itself as to the
business, operations, property, financial and other condition and
creditworthiness of Borrower and its Subsidiaries. Except for notices, reports
and other documents expressly required to be furnished to the Banks by the Agent
hereunder, the Agent shall not have any duty or responsibility to provide any
Bank with any credit or other information concerning the business, operations,
property, financial and other condition or creditworthiness of the Borrower and
its Subsidiaries which may come into the possession of the

23
<PAGE>

Agent or any of its officers, directors, employees, agents, attorneys-in-fact or
affiliates.

SECTION 8.7. INDEMNIFICATION. The Banks agree to indemnify the Agent in its
capacity as such (to the extent not reimbursed by Borrower and its Subsidiaries
and without limiting the obligation of Borrower and its Subsidiaries to do so),
ratably according to their respective Commitment Percentages, from and against
any and all liabilities, obligations. losses, damages, penalties, actions,
judgments, suits, costs, expenses or disbursements of any kind whatsoever which
may at any time (including without limitation at any time following the payment
of the Notes) be imposed on, incurred by or asserted against the Agent in any
way relating to or arising out of any Loan Documents or the transactions
contemplated thereby or any action taken or omitted by the Agent under or in
connection with any of the foregoing; however no Bank shall be liable for the
payment of any portion of such liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses or disbursements resulting
solely from the Agent's gross negligence or willful misconduct. The agreements
in this section 8 shall survive the payment of the Notes and all other amounts
payable hereunder.

SECTION 8.8. AGENT IN ITS INDIVIDUAL CAPACITY. The Agent and its affiliates
may make loans to, accept deposits from and generally engage in any kind of
business with Borrower and its Subsidiaries as though the Agent were not the
Agent hereunder. With respect to loans made or renewed by it and any Note issued
to it, the Agent shall have the same duties, rights and powers under this
Agreement as any Bank and may exercise the same as thought it were not the
Agent, and the terms "Bank" and "Banks" shall include the Agent in its
individual capacity.

SECTION 8.9. SUCCESSOR AGENT. The Agent may resign as Agent upon 30 days'
notice to the Banks and to the Borrower. If the Agent shall give such notice
under this Agreement, then the Required Banks during such 30 day period shall
appoint from among the Banks a successor agent for the Banks which successor
agent shall be approved by the Borrower (and if the Required Banks and the
Borrower cannot agree on a successor agent, the Agent at the end of such 30 day
period shall appoint such successor agent from among the Banks), whereupon such
successor agent shall succeed to the rights, powers and duties of the Agent, and
the term "Agent" shall mean such successor agent effective upon its appointment,
and the former Agent's rights, powers and duties as Agent shall be terminated,
without any other or further act or deed on the part of such former Agent or any
of the parties to this Agreement or any holders of the Notes. After any retiring
Agent's resignation hereunder as Agent, the provisions of this Section 8 shall
inure to its benefit as to any actions taken or omitted to be taken by it while
it was Agent under this Agreement.

24
<PAGE>

SECTION 9. MISCELLANEOUS

SECTION 9.1. AMENDMENTS AND WAIVERS. No provision of any Loan Document may
be amended, otherwise modified or waived except in a writing signed by the
Borrower and each Bank or, in the case of a waiver, by the party or parties
bound thereby.

SECTION 9.2. NOTICES. All notices, requests and demands to or upon the
respective parties hereto to be effective shall be in writing or by telecopy or
telex and, unless otherwise expressly provided herein, shall be deemed to have
been duly given or made when delivered by hand, or when deposited in the mail,
certified or registered mail, postage prepaid or, in the case of telex notice,
when sent, answerback received, addressed as follows in the case the Borrower
and the Agent, and as set forth below the signature lines in the case of the
Banks' parties hereto, or to such address or other address as may be hereafter
notified by the respective parties hereto and any future holders of the Notes:

The Borrower or
any Guarantor: Thor Industries, Inc.
419 West Pike Street
Jackson Center, Ohio 45334
Attn: Walter L. Bennett

The Agent: Harris Trust and Savings Bank
111 West Monroe Street
Chicago, Illinois 60690
Attn: Lori L. Reilly

provided that any notice, request or demand to or upon the Agent shall not be
effective until received.

SECTION 9.3. NO WAIVER; CUMULATIVE REMEDIES. No failure to exercise and no
delay in exercising, on the part of the Agent or any Bank, any right, remedy,
power or privilege hereunder shall operate as a waiver thereof; nor shall any
single or partial exercise of any right, remedy, power or privilege hereunder
preclude any other or further exercise thereof or the exercise of any other
right, remedy, power or privilege. The rights, remedies, powers and privileges
herein provided are cumulative and not exclusive of any rights, remedies, powers
and privileges provided by law.

SECTION 9.4. SURVIVAL OF REPRESENTATIONS AND WARRANTIES. All
representations and warranties made hereunder and in any document, certificate
or statement delivered pursuant hereto or in connection herewith shall survive
the execution and delivery of this Agreement and the Notes.

SECTION 9.5. LEGAL FEES. OTHER COSTS AND INDEMNIFICATION. The Borrower
agrees to pay the reasonable fees and disbursements of

25
<PAGE>

Messrs. Chapman and Cutler, counsel to the Agent, in connection with the
preparation and execution of the Loan Documents, and any amendment, waiver or
consent related thereto, whether or not the transactions contemplated herein are
consummated. The Borrower further agrees to indemnify each Bank, the Agent, and
any security trustee and their respective directors, officers and employees,
against all losses, claims, damages, penalties, judgments, liabilities and
expenses (including, without limitation, all expenses of litigation or
preparation therefor, whether or not the indemnified Person is a party thereto)
which any of them may pay or incur arising out of or relating to any Loan
Document or any of the transactions contemplated thereby or the direct or
indirect application or proposed application of the proceeds of any Revolving
Credit Loan, other than those which arise from the gross negligence or willful
misconduct of the party claiming indemnification. The Borrower, upon demand by
the Agent or a Bank at any time, shall reimburse the Agent or Bank for any legal
or other expenses incurred in connection with investigating or defending against
any of the foregoing except if the same is directly due to the gross negligence
or willful misconduct of the party to be indemnified.

SECTION 9.6. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon
and inure to the benefit of the Borrower, the Banks, the Agent, all future
holders of the Notes and their respective successors and assigns, except that
the Borrower may not assign or transfer any of its rights or obligations under
this Agreement without the prior written consent of each Bank.

SECTION 9.7. ADJUSTMENTS; SET-OFF.

(a) If any Bank (a "BENEFITED BANK") shall at any time receive any payment
of all or part of its loans, or interest thereon, or receive any payment of all
or part of its loans, or interest thereon, or receive any collateral in respect
thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or
proceedings of the nature referred to in clause (7) of section 7, or otherwise)
in a greater proportion than any such payment to and collateral received by any
other Bank in respect of such other Bank's loans, or interest thereon, such
benefited Bank shall purchase for cash from each such other Bank such portion of
each such other Bank's loan. or shall provide each such other Bank with the
benefits of any such collateral, or the proceeds thereof, as shall be necessary
to cause such benefited Bank to share the excess payment or benefits of such
collateral or proceeds ratably with each such other Bank; HOWEVER, if all or any
portion of such excess payment or benefits is thereafter recovered from such
benefited Bank, such purchase shall be rescinded, and the purchase price and
benefits returned, to the extent of such recovery but without interest (unless
the benefited Bank is required to pay interest on such excess payments or
benefits to the Person recovering such payment or benefit). The Borrower agrees
that each

26
<PAGE>

Bank so purchasing a portion of another Bank's loan may exercise all rights of
payment (including, without limitation, rights of set-off) with respect to such
portion as fully as if such Bank were the direct holder of such portion.

(b) In addition to any rights and remedies of the Banks provided by law,
upon the occurrence of an Event of Default and acceleration of the obligations
owing in connection with this Agreement each Bank shall have the right, without
prior notice to the Borrower, any such notice being expressly waived by Borrower
to the extent permitted by applicable law, to set off and apply against any
indebtedness, whether matured or unmatured, of Borrower or any Subsidiary of
Borrower to such Bank, any amount held by or owing from such Bank to or for the
credit or the account of Borrower or any Subsidiary of Borrower at, or at any
time after, the happening of any of the above mentioned events, and the
aforesaid right of set-off may be exercised by such Bank against Borrower or any
Subsidiary of Borrower or against any trustee in bankruptcy, debtor in
possession, assignee for the benefit of creditors, receiver, custodian or
execution, judgment or attachment creditor of Borrower or any Subsidiary of
Borrower, or against anyone else claiming through or against Borrower or any
Subsidiary of Borrower or such trustee in bankruptcy, debtor in possession,
assignee for the benefit of creditors, receiver, custodian or execution,
judgment or attachment creditor, notwithstanding the fact that such right of
setoff shall not have been exercised by such Bank prior to the making, filing or
issuance of, or service upon such Bank, or of notice of, any such petition,
assignment for the benefit of creditors; appointment or application for the
appointment of a receiver; or issuance of execution, subpoena, order or warrant.
Each Bank agrees promptly to notify Borrower and the Agent after any such set
off and application made by such Bank, provided that the failure to give such
notice shall not affect the validity of such set off and application.

SECTION 9.8. INCORPORATION OF GUARANTY PROVISIONS. Without limiting any
more general incorporation of any Loan Documents, the provisions of paragraphs
6, 8 and 9 (together with the definitions of any defined terms used in those
paragraphs) of the Guaranties are incorporated herein, substituting herein the
words "Borrower" and "this Agreement," respectively, for the words "the
undersigned" and "this Guaranty" therein.

SECTION 9.9. RELEASE OF CERTAIN GUARANTIES. The Banks hereby release
Henschen Corp., Haul-Away, Inc., Airstream Venture Corporation, Thor Investment
Company, and Thor Tech, Inc. from their obligations under their respective
Guaranties and agrees they need not be Guarantors.

SECTION 9.10. COUNTERPARTS; EFFECTIVE DATE. This Agreement may be executed
by one or more of the parties to this Agreement on any number of separate
counterparts and all of said counterparts taken

27
<PAGE>

together shall be deemed to constitute one and the same instrument. A set of the
copies of this Agreement signed by all the parties shall be lodged only with the
Borrower and the Agent.

SECTION 9.11. GOVERNING LAW. This Agreement, the Notes and the rights and
obligations of the parties under this Agreement, the Notes, and the other Loan
Documents (other than the Guaranties which by their terms are governed by the
laws of the State of Ohio) shall be governed by, and construed and interpreted
in accordance with, the local laws of the State of Illinois, except and only to
the extent precluded by other laws of mandatory application.

SECTION 9.12. HEADINGS. The headings of the Sections and subsections of
this Agreement are inserted for convenience only and shall not be deemed to
constitute a part hereof.

AS A SPECIFICALLY BARGAINED INDUCEMENT FOR BANKS TO ENTER INTO THIS
AGREEMENT AND EXTEND CREDIT TO BORROWER, EACH OF BORROWER, GUARANTORS AND BANKS
WAIVE TRIAL BY JURY WITH RESPECT TO ANY ACTION, CLAIM, SUIT OR PROCEEDING IN
RESPECT OF OR ARISING OUT OF THIS AGREEMENT AND THE CONDUCT OF THE RELATIONSHIP
BETWEEN BANKS, BORROWER AND GUARANTORS.

Upon your acceptance hereof in the manner hereinafter set forth, this
Agreement shall be a contract between us for the purposes hereinabove set forth.

THOR INDUSTRIES, INC.

By:
-------------------------------------

Title:

Accepted and Agreed to as of the day and year last above written.

HARRIS TRUST AND SAVINGS BANK, in its
individual capacity as a Bank and as
Agent

By:
-------------------------------------

Title:
Address: 111 West Monroe
Chicago, IL 60690

28
<PAGE>

BANK ONE, SIDNEY, NA

By:
-------------------------------------

Title:
Address: 134 East Poplar Street
Sidney, Ohio 45365

29
<PAGE>

CONSENT OF GUARANTORS

The undersigned, each a Person executing and delivering a Guaranty (as
defined in the hereinafter defined Agreement) to the Agent under the Original
Credit Agreement, each jointly and severally hereby acknowledges prior notice
of, consents to and approves the foregoing Amended and Restated Revolving Credit
Agreement among Thor Industries, Inc., Harris Trust and Savings Bank, Bank One,
Sidney, NA, and Harris Trust and Savings Bank, as Agent (the "Agreement"),
agrees that its Guaranty shall continue in full force and effect and further
agrees that the liabilities and indebtedness created or evidenced by the
foregoing Agreement and the other Loan Documents defined therein shall be a part
of the "Obligations" as defined in the Guaranties, constitutes a Financing and
Security Agreement under the terms of its Guaranty, and further agrees and
acknowledges this consent is not required under the terms of its Guaranty and
that the execution hereof shall not be construed to require the undersigned's
consent to any future amendment, modification, or waiver of any term of the
Agreement except as otherwise provided in said Guaranty. While each Guaranty was
originally delivered in duplicate originals to Bank One, Sidney, N.A., as Agent
under the Original Credit Agreement, for delivery to each Bank, each Guarantor
acknowledges that each Guaranty runs in favor of each Bank under the Credit
Agreement and is enforceable by each Bank individually or both Banks acting
jointly.

AIRSTREAM, INC. CITAIR, INC.

By: By:
---------------------------- --------------------------------

Title: Title:
------------------------- -----------------------------

THOR INDUSTRIES OF PENNSYLVANIA EBC, INC.,
D/B/A ELDORADO BUS

By: By:
---------------------------- --------------------------------

Title: Title:
------------------------- -----------------------------

DUTCHMEN MANUFACTURING, INC. THOR INDUSTRIES WEST, INC.

By: By:
---------------------------- --------------------------------

Title: Title:
------------------------- -----------------------------

30
<PAGE>

NCC ACQUISITION, INC., FOUR WINDS INTERNATIONAL
D/B/A ELDORADO NATIONAL CORPORATION (formerly known as Thor
Acquisition Corp.)

By: By:
---------------------------- --------------------------------

Title: Title:
------------------------- -----------------------------

31
<PAGE>

SCHEDULE 1
COMMITMENT OF THE BANKS

Commitment/%

Bank One, Sidney, NA $10,000,000/50%

Harris Trust and Savings Bank $10,000,000/50%

TOTALS $20,000,000/100%

32
<PAGE>

SCHEDULE 2
THOR INDUSTRIES, INC.
CORPORATE STRUCTURE

NAME(S) OWNERSHIP PLACE OF BUSINESS
- ------- --------- -----------------

Thor Industries, Inc.- Parent Corporation 419 West Pike St.
Delaware corporation Jackson Center, OH 45334

NAME OF SUBSIDIARY WHOLLY OWNED SUBSIDIARIES ADDRESS
- ------------------ ------------------------- -------

Airstream, Inc. Wholly owned subsidiary of 419 West Pike Street
Nevada corporation Thor Industries, Inc. Jackson Center, OH 45334

Henschen Corp. Ohio Wholly owned subsidiary of 419 West Pike Street
corporation Airstream, Inc. Jackson Center, OH 45334

Haul-Away, Inc. Ohio Wholly owned subsidiary of 419 West Pike St.
corporation Airstream. Inc. Jackson Center, OH 45334

Airstream Venture Wholly owned subsidiary of 419 West Pike St.
corporation Airstream, Inc. Jackson Center, OH 45334
Delaware corporation

*Thor Industries Wholly owned subsidiary of Road #3, Box 38,
Pennsylvania corp. Thor Industries, Inc. Pennsylvania, Inc.
N. Creamery
Middleburg, PA 17842

Citair, Inc. Wholly owned subsidiary of 56 N. Creamery Road
Pennsylvania corp. Thor Industries, Inc. Middleburg, PA 17842

DIVISION:
General Coach - Hensall, Ontario P.O. Box 10, 73 Mill St.
Hensall, Ontario
Canada NOM lX0

General Coach - Oliver, British Columbia P.O. Box 700
Ninth St., East
Oliver, B.C.
Canada VOH IT0

Dutchmen Wholly owned subsidiary of 305 Steury Avenue Inc.
Manufacturing, Thor Industries, Inc. Goshen, IN 46526
Delaware corporation

EBC, Inc., Edlorado Wholly owned subsidiary of 304 Avenue B, Box 6260
Bus Kansas Thor Industries, Inc.
corporation

- ----------

* Formerly (before 06/28/89) Middleburg, Inc.

33
<PAGE>

NAME(S) OWNERSHIP PLACE OF BUSINESS
- ------- --------- -----------------

NCC Acquisition, Wholly owned subsidiary of 13900 Sycamore Way
Inc. Thor Industries, Inc. Chino, CA 91710
dba/ElDorado
National
California
corporation

Thor Industries Wholly owned subsidiary of 7450 Zinfandel
West, California Thor Industries, Inc. Ontario, CA 19761
corporation

Thor Investment Wholly owned subsidiary of Delaware Trust
Company Delaware Thor Industries, Inc. Building 2nd Fl.
corporation 900 Market St.
Wilmington, DE 89101-6018

Thor Tech, Inc. Wholly owned subsidiary of Suite 800
Nevada corporation Thor Industries, Inc. 300 S. Fourth St.
Las Vegas, NV 89101-6018

Four Winds Wholly owned subsidiary of 701 County Road
International Thor Industries, Inc. P.O. Box 1486
Corporation Elkhart, IN 46515-1486
(formerly
known as Thor
Acquisition
corporation Delaware
Corp.)

34
<PAGE>

EXHIBIT A

NOTE
December 4, 1992

FOR VALUE RECEIVED, the undersigned, Thor Industries, Inc., a Delaware
corporation (the "Borrower"), promises to pay to the order of _______________
the "Bank") on the Termination Date of the hereinafter defined Credit Agreement
at the principal office of Harris Trust and Savings Bank in Chicago, Illinois,
in immediately available funds, the principal sum of ________________ Dollars
($_____________) or, if less, the aggregate unpaid principal amount of all
Revolving Credit Loans made by the Bank to the Borrower under its Commitment
pursuant to the Credit Agreement and with each Revolving Credit Loan to mature
and become payable on the Termination Date, or, if earlier, in the case of
Eurodollar Loans on the last day of the Interest Period applicable thereto, but
in no event later than the Termination Date, together with interest on the
principal amount of each Revolving Credit Loan from time to time outstanding
hereunder at the rates, and payable in the manner and on the dates, specified in
the Credit Agreement.

The Bank shall record on its books and records or on a schedule attached to
this Note, which is a part hereof, each Loan made by it to the Borrower pursuant
to its Commitment, together with all payments of principal and interest and the
principal balances from time to time outstanding hereon, whether the Revolving
Credit Loan is a Prime Rate Loan or a Eurodollar Loan and in the case of a
Eurodollar Loan the interest rate and Interest Period applicable thereto,
provided that prior to the transfer of this Note all such amounts shall be
recorded on a schedule attached to this Note. The records thereof, whether shown
on such books and records or on the schedule to this Note, shall be PRIMA FACIE
evidence of the same, provided, however, that the failure of the Bank to record
any of the foregoing or any error if any such records shall not limit or
otherwise affect the obligation of the Borrower to repay all Loans made to it
pursuant to the Credit Agreement together with accrued interest thereon.

This Note is one of the Notes referred to in the Amended and Restated
Credit Agreement dated as of December 4, 1992 between the Borrower, Harris Trust
and Savings Bank, as Agent, and others (the "CREDIT AGREEMENT"), and this Note
and the holder hereof are entitled to all the benefits provided for thereby or
referred to therein, to which Credit Agreement reference is hereby made for a
statement thereof. All defined terms used in this Note, except terms otherwise
defined herein, shall have the same meaning as in the Credit Agreement. This
Note shall be governed by and construed in accordance with the internal laws of
the State of Illinois.

Prepayments may be made hereon and this Note may be declared due prior to
the expressed maturity hereof, all in the events, on

35
<PAGE>

the terms and in the manner as provided for in the Credit Agreement.

The Borrower hereby waives demand, presentment, protest or notice of any
kind hereunder.

THOR INDUSTRIES, INC.

By:
------------------------------

Its:
-----------------------------

36
<PAGE>

CONSENT OF GUARANTORS

AIRSTREAM, INC. CITAIR, INC.

By: By:
---------------------------- --------------------------------

Title: Title:
------------------------- -----------------------------

THOR INDUSTRIES OF PENNSYLVANIA EBC, INC.,
D/B/A ELDORADO BUS

By: By:
---------------------------- --------------------------------

Title: Title:
------------------------- -----------------------------

DUTCHMEN MANUFACTURING, INC. THOR INDUSTRIES WEST, INC.

By: By:
---------------------------- --------------------------------

Title: Title:
------------------------- -----------------------------

37
<PAGE>

NCC ACQUISITION, INC., FOUR WINDS INTERNATIONAL D/B/A ELDORADO
NATIONAL (formerly known as Thor
CORPORATION Acquisition Corp.)

By: By:
---------------------------- --------------------------------

Title: Title:
------------------------- -----------------------------

38
<PAGE>

EXHIBIT A

NOTE
$10,000,000 December 4, 1992

FOR VALUE RECEIVED, the undersigned, Thor Industries, Inc., a Delaware
corporation (the "BORROWER"), promises to pay to the order of Harris Trust and
Savings Bank (the "Bank") on the Termination Date of the hereinafter defined
Credit Agreement at the principal office of Harris Trust and Savings Bank in
Chicago, Illinois, in immediately available funds, the principal sum of Ten
Million Dollars ($10,000,000) or, if less, the aggregate unpaid principal amount
of all Revolving Credit Loans made by the Bank to the Borrower under its
Commitment pursuant to the Credit Agreement and with each Revolving Credit Loan
to mature and become payable on the Termination Date, or, if earlier, in the
case of Eurodollar Loans on the last day of the Interest Period applicable
thereto, but in no event later than the Termination Date, together with interest
on the principal amount of each Revolving Credit Loan from time to time
outstanding hereunder at the rates, and payable in the manner and on the dates,
specified in the Credit Agreement.

Prepayments may be made hereon and this Note may be declared due prior to
the expressed maturity hereof, all in the events, on

39
<PAGE>

the terms and in the manner as provided for in the Credit Agreement.

The Borrower hereby waives demand, presentment, protest or notice of any
kind hereunder.
THOR INDUSTRIES, INC

By:
--------------------------------

Its:
-------------------------------

<PAGE>

EXHIBIT B-2

THOR INDUSTRIES, INC.
FIRST AMENDMENT TO AMENDED AND
RESTATED REVOLVING CREDIT AGREEMENT

Harris Trust and Savings Bank
Chicago, Illinois

Gentlemen:

Reference is hereby made to that certain Amended and Restated Revolving
Credit Agreement dated as of December 4, 1992 (the "Credit Agreement") and
currently in effect between the undersigned, Thor Industries, Inc., a Delaware
corporation (the "Borrower"), with certain of its subsidiaries as Guarantors,
Bank One, Sidney, NA as a Bank and Harris Trust, in its individual capacity as a
Bank and as Agent. All capitalized terms used herein without definition shall
have the same meaning as such terms have in the Credit Agreement.

The Company has requested that the Banks make a certain amendment to the
Credit Agreement which the Banks are willing to do under the terms and
conditions hereof.

1. AMENDMENT.

Upon your acceptance hereof in the space provided for that purpose below,
the Credit Agreement shall be and hereby is amended as follows:

Section 2.3 (i) of the Credit Agreement shall be deleted in its entirety
and as so amended shall read as follows:

"(i) by no later than 10:30 am Chicago time on the date of each requested
Borrowing of Prime Rate Loans and"

2. REPRESENTATIONS.

In order to induce the Bank to execute and deliver this Amendment, the
Borrower hereby represents to the Bank that as of the date hereof and as of the
time that this Amendment becomes effective, each of the representations and
warranties set forth in Section 3 of the Credit Agreement are and shall be and
remain true and correct.

3. MISCELLANEOUS.

1
<PAGE>

Agreement itself, the Notes or any communication issued or made pursuant to or
with respect to the Credit Agreement, any reference in any of such to the Credit
Agreement being sufficient to refer to the Credit Agreement as amended hereby.

Dated as of January _______, 1992.

THOR INDUSTRIES, INC.

By:
--------------------------------
Its:
-------------------------------

Accepted and agreed to as of the date last above written.

HARRIS TRUST AND SAVINGS BANK,
in its individual capacity as a
Bank and as Agent

By:
--------------------------------

Its:
-------------------------------

BANK ONE, SIDNEY, NA

By:
--------------------------------

Its:
-------------------------------

<PAGE>

EXHIBIT B-3

THOR INDUSTRIES, INC.
SECOND AMENDMENT TO AMENDED AND
RESTATED REVOLVING CREDIT AGREEMENT

Harris Trust and Savings Bank
Chicago, Illinois

Gentlemen:

Reference is hereby made to that certain Amended and Restated Revolving
Credit Agreement dated as of December 4, 1992, as amended by that certain First
Amendment to Amended and Restated Revolving Credit Agreement dated as of January
27, 1993 (the "Credit Agreement") and currently in effect between the
undersigned, Thor Industries, Inc., a Delaware corporation (the "Borrower"),
with certain of its subsidiaries as Guarantors, Bank One, Sidney, NA as a Bank
and Harris Trust and Savings Bank, in its individual capacity as a Bank and as
Agent. All capitalized terms used herein without definition shall have the same
meaning as such terms have in the Credit Agreement.

The Company has requested that the Banks make a certain amendment to the
Credit Agreement which the Banks are willing to do under the terms and
conditions hereof.

1. AMENDMENT.

Upon your acceptance hereof in the space provided for that purpose below,
the Credit Agreement shall be and hereby is amended as follows:

(a) The definition of "Termination Date" appearing in Section 1 shall be
deleted in its entirety and there is substituted therefor the following:

"Termination Date" means November 30, 1994."

2. CONDITIONS PRECEDENT.

The effectiveness of this Amendment is subject to the satisfaction of all
of the following conditions precedent:

(a) The Borrower and the Banks shall have executed and delivered to the
Agent this Amendment.

(b) Legal matters incident to the execution and delivery of this Amendment
shall be satisfactory to the Banks and their counsel.

1
<PAGE>

3. REPRESENTATIONS:

In order to induce the Banks to execute and deliver this Amendment, the
Borrower hereby represents to the Banks that as of the date hereof and as of the
time that this Amendment becomes effective, each of the representations and
warranties set forth in Section 3 of the Credit Agreement are and shall be and
remain true and correct (except that the representations contained in
Section 3.1 shall be deemed to refer to the most recent financial statements of
the Borrower and its Subsidiaries delivered to the Banks and the Borrower is in
full compliance with all of the terms and conditions of the Credit Agreement
after giving effect to this Amendment and no Event of Default shall have
occurred and be continuing or shall result after giving effect to this
Amendment.

4. MISCELLANEOUS.

(a) Except as specifically amended herein, the Credit Agreement shall
continue in full force and effect in accordance with its original terms.
Reference to this specific Amendment need not be made in any note, document,
letter, certificate, the Credit Agreement itself, the Notes or any communication
issued or made pursuant to or with respect to the Credit Agreement, any
reference in any of such to the Credit Agreement being sufficient to refer to
the Credit Agreement as amended hereby.

(b) This Amendment may be executed in any number of counterparts, and by
the different parties on different counterparts, all of which taken together
shall constitute one and the same agreement. Any of the parties hereto may
execute this Amendment by signing any such counterpart and each of such
counterparts shall for all purposes be deemed to be an original. This Amendment
shall be governed by the internal laws of the State of Illinois.

Dated as of November 23, 1993.

THOR INDUSTRIES, INC.

By:
--------------------------------

Its:
-------------------------------

2
<PAGE>

Accepted and agreed to as of the date last above written.

HARRIS TRUST AND SAVINGS BANK,
in its individual capacity as a
Bank and as Agent

By:
--------------------------------

Its:
-------------------------------

BANK ONE, SIDNEY, NA

By:
--------------------------------

Its:
-------------------------------

3
<PAGE>

CONSENT OF GUARANTORS

The undersigned, each a Person executing and delivering a Guaranty (as
defined in the hereinafter defined Agreement) to the Agent under the Original
Credit Agreement, each jointly and severally hereby acknowledges prior notice
of, consents to and approves the foregoing Second Amendment to Amended and
Restated Revolving Credit Agreement among Thor Industries, Inc. Harris Trust and
Savings Bank, Bank One, Sidney, N. A., and Harris Trust and Savings Bank, as
Agent (the "Agreement"), agrees that its Guaranty shall continue in full force
and effect and further agrees that the liabilities and indebtedness created or
evidenced by the foregoing Credit Agreement and the other Loan Documents defined
therein shall be a part of the "Obligations" as defined in the Guaranties, and
further agrees and acknowledges this consent is not required under the terms of
its Guaranty and that the execution hereof shall not be construed to require the
undersigned's consent to any future amendment, modification, or waiver of any
terms of the Agreement except as otherwise provided in said Guaranty. While
each Guaranty was originally delivered in duplicate originals to Bank One,
Sidney, N.A., as Agent under the Original Credit Agreement, for delivery to each
Bank, each Guarantor acknowledges that each Guaranty runs in favor of each Bank
under the Credit Agreement and is enforceable by each Bank individually or both
Banks acting jointly.

AIRSTREAM, INC. CITAIR, INC.

By: By:
---------------------------- --------------------------------

Title: Title:
------------------------- -----------------------------

THOR INDUSTRIES OF
PENNSYLVANIA, INC. EBC, INC. D/B/A ELDORADO BUS

By: By:
---------------------------- --------------------------------

Title: Title:
------------------------- -----------------------------

DUTCHMEN MANUFACTURING, INC. THOR INDUSTRIES WEST, INC.

By: By:
---------------------------- --------------------------------

Title: Title:
------------------------- -----------------------------

4
<PAGE>

NCC ACQUISITION, INC. FOUR WINDS INTERNATIONAL
D/B/A ELDORADO NATIONAL CORPORATION (formerly known as
Thor Acquisition Corp.)

By: By:
---------------------------- --------------------------------

Title: Title:
------------------------- -----------------------------

<PAGE>
EXHIBIT B-4

THOR INDUSTRIES, INC.
THIRD AMENDMENT TO AMENDED AND
RESTATED REVOLVING CREDIT AGREEMENT

Harris Trust and Savings Bank
Chicago, Illinois

Gentlemen:

Reference is hereby made to that certain Amended and Restated Revolving
Credit Agreement dated as of December 4, 1992, as amended by that certain First
Amendment to Amended and Restated Revolving Credit Agreement dated as of January
27, 1993, and as further amended by that certain Second Amendment to Amended and
Restated Revolving Credit Agreement dated as of November 23, 1993 (the "CREDIT
AGREEMENT") and currently in effect between the undersigned, Thor Industries,
Inc., a Delaware corporation (the "BORROWER"), with certain of its subsidiaries
as Guarantors, Bank One, Sidney, NA as a Bank and Harris Trust and Savings Bank,
in its individual capacity as a Bank and as Agent. All capitalized terms used
herein without definition shall have the same meaning as such terms have in the
Credit Agreement.

The Company has requested that the Banks make a certain amendment to the
Credit Agreement which the Banks are willing to do under the terms and
conditions hereof.

1. AMENDMENT.

Upon your acceptance hereof in the space provided for that purpose below,
the Credit Agreement shall be and hereby is amended as follows:

(a) The definition of "Termination Date" appearing in Section 1 of the
Credit Agreement shall be deleted in its entirety and there is substituted
therefor the following:

"'Termination Date' means November 30, 1995".

(b) Section 2.4(b) of the Credit Agreement shall be amended by striking
the percentage "1.50%" appearing therein and substituting therefor the
percentage "1.25%".

2. CONDITIONS PRECEDENT.

The effectiveness of this Amendment is subject to the satisfaction of all
of the following conditions precedent:

(a) The Borrower and the Banks shall have executed and delivered to the
Agent this Amendment.

1
<PAGE>

(b) Legal matters incident to the execution and delivery of this Amendment
shall be satisfactory to the Banks and their counsel.

3. REPRESENTATIONS.

4. MISCELLANEOUS.

Dated as of November 25, 1994.

THOR INDUSTRIES, INC.

By:
--------------------------------

Its:
-------------------------------

2
<PAGE>

Accepted and agreed to as of the date last above written.

HARRIS TRUST AND SAVINGS BANK,
in its individual capacity as a
Bank and as Agent

By:
--------------------------------

Its:
-------------------------------

BANK ONE, SIDNEY, NA

By:
--------------------------------

Its:
-------------------------------

3
<PAGE>

CONSENT OF GUARANTORS

The undersigned, each a Person executing and delivering a Guaranty (as defined
in the hereinafter defined Agreement) to the Agent under the Original Credit
Agreement, each jointly and severally hereby acknowledges prior notice of,
consents to and approves the foregoing Third Amendment to Amended and Restated
Revolving Credit Agreement among Thor Industries, Inc., Harris Trust and Savings
Bank, Bank One, Sidney, N. A., and Harris Trust and Savings Bank, as Agent (the
"Agreement"), agrees that its Guaranty shall continue in full force and effect
and further agrees that the liabilities and indebtedness created or evidenced by
the foregoing Credit Agreement and the other Loan Documents defined therein
shall be a part of the "Obligations" as defined in the Guaranties, and further
agrees and acknowledges this consent is not required under the terms of its
Guaranty and that the execution hereof shall not be construed to require the
undersigned's consent to any future amendment, modification, or waiver of any
terms of the Agreement except as otherwise provided in said Guaranty. While each
Guaranty was originally delivered in duplicate originals to Bank One, Sidney,
N.A., as Agent under the Original Credit Agreement, for delivery to each Bank,
each Guarantor acknowledges that each Guaranty runs in favor of each Bank under
the Credit Agreement and is enforceable by each Bank individually or both Banks
acting jointly.

AIRSTREAM, INC. CITAIR, INC.

By: By:
---------------------------- --------------------------------

Title: Title:
------------------------- -----------------------------

THOR INDUSTRIES OF
PENNSYLVANIA, INC. EBC, INC. D/B/A ELDORADO BUS

By: By:
---------------------------- --------------------------------

Title: Title:
------------------------- -----------------------------

DUTCHMEN MANUFACTURING, INC. THOR INDUSTRIES WEST, INC.

By: By:
---------------------------- --------------------------------

Title: Title:
------------------------- -----------------------------

4
<PAGE>

NCC ACQUISITION, INC. FOUR WINDS INTERNATIONAL
D/B/A ELDORADO NATIONAL CORPORATION (formerly known as
Thor Acquisition Corp.)

By: By:
---------------------------- --------------------------------

Title: Title:
------------------------- -----------------------------

GENERAL COACH AMERICA, INC. ELECTRA R.V. MANUFACTURING, INC.

By: By:
---------------------------- --------------------------------

Title: Title:
------------------------- -----------------------------

<PAGE>
EXHIBIT B-5

ASSIGNMENT AND ACCEPTANCE

Dated August 25, 1995

Reference is made to the Amended and Restated Revolving Credit Agreement
dated as of December 4, 1992 (as amended, the "CREDIT AGREEMENT") among Thor
Industries, Inc., a Delaware corporation, Bank One, Sidney NA, Harris Trust and
Savings Bank, Banks (as defined in the Credit Agreement) and Harris Trust and
Savings Bank, as Agent for the Banks (the "Agent"). Terms defined in the Credit
Agreement are used herein with the same meaning.

Bank One, Sidney, NA (the "Assignor") and Bank One, Columbus, NA (the
"Assignee") agree as follows:

1. The Assignor hereby sells and assigns to the Assignee, and the
Assignee hereby purchases and assumes from the Assignor, a 100% interest in and
to all of the Assignor's rights and obligations under the Credit Agreement as of
the Effective Date (as defined below), including, without limitation, such
percentage interest in the Assignor's Commitment as in effect on the Effective
Date and the Revolving Credit Loans, if any, owing to the Assignor on the
Effective Date.

2. The Assignor (i) represents and warrants that as of the date hereof
its Commitment is $10,000,000; (ii) represents and warrants that it is the legal
owner of the interest being assigned by it hereunder; (iii) makes no
representation or warranty and assumes no responsibility with respect to any
statements, warranties or representations made in or in connection with the
Credit Agreement or the execution, legality, validity, enforceability,
genuineness, sufficiency or value of the Credit Agreement or any other
instrument or document furnished pursuant thereto; and (iv) makes no
representation or warranty and assumes no responsibility with respect to the
financial condition of the Borrower or the performance or observance by the
Borrower of any of its obligations under the Credit Agreement or any other
instrument or document furnished pursuant thereto.

3. The Assignee (i) confirms that it has received a copy of the Credit
Agreement, together with copies of the financial statements referred to in
Section 5.1 thereof and such other documents and information as it has deemed
appropriate to make its own credit analysis and decision to enter into this
Assignment and Acceptance; (ii) agrees that it will, independently and without
reliance upon the Agent, the Assignor or any other Bank and based on such
documents and information as it shall deem appropriate at the time, continue to
make its own credit decisions in taking or not taking action under the Credit
Agreement; (iii) appoints and authorizes the Agent to take such action as Agent
on its behalf and to exercise such powers under the Credit Agreement as are
delegated

1
<PAGE>

to the Agent by the terms thereof, together with such powers as are reasonably
incidental thereto; (iv) agrees that it will perform in accordance with their
terms all of the obligations which by the terms of the Credit Agreement are
required to be performed by it as a Bank; and (v) specifies as its Lending
Office (and address for notices) the office set forth beneath its name on the
signature pages hereof.

4. As consideration for the assignment and sale contemplated in Section 1
hereof, the Assignee shall pay to the Assignor on the date hereof in Federal
funds an amount as agreed to between Assignor and Assignee. It is understood
that facility fees accrued to the date hereof with respect to the interest
assigned hereby are for the account of the Assignor and such fees accruing from
and including the date hereof are for the account of the Assignee. Each of the
Assignor and the Assignee hereby agrees that if it receives any amount under the
Credit Agreement which is for the account of the other party hereto, it shall
receive the same for the account of such other party to the extent of such other
party's interest therein and shall promptly pay the same to such other party.

5. The effective date for this Assignment and Acceptance shall be August
25, 1995 (the "EFFECTIVE DATE"). Following the execution of this Assignment and
Acceptance, it will be delivered to the Agent for acceptance and recording by
the Agent.

6. Upon such acceptance and recording, as of the Effective Date, (i) the
Assignee shall be a party to the Credit Agreement and, to the extent provided in
this Assignment and Acceptance, have the rights and obligations of a Bank
thereunder and (ii) the Assignor shall, to the extent provided in this
Assignment and Acceptance, relinquish its rights and be released from its
obligations under the Credit Agreement.

7. Upon such acceptance and recording, from and after the Effective Date,
the Agent shall make all payments under the Credit Agreement in respect of the
interest assigned hereby (including, without limitation, all payments of
principal, interest and commitment fees with respect thereto) to the Assignee.
The Assignor and Assignee shall make all appropriate adjustments in payments
under the Credit Agreement for periods prior to the Effective Date directly
between themselves.

8. In accordance with Section 2.2 of the Credit Agreement, the Assignor
and the Assignee request and direct that the Agent prepare and cause the
Borrower to execute and deliver to the Assignee a Note payable to the Assignee.

2
<PAGE>

9. This Assignment and Acceptance shall be governed by, and construed in
accordance with, the laws of the State of Ohio.

BANK ONE SIDNEY, NA

By:
--------------------------------

Its:
-------------------------------

BANK ONE, COLUMBUS, NA

By:
--------------------------------

Its:
-------------------------------

Address: 100 East Broad Street
7th Floor
Columbus, OH 43271-0209
Attn: Large Corporate

Accepted and consented this
25th day of August, 1995

THOR INDUSTRIES, INC.

By:
---------------------------

Title:
------------------------

Accepted and consented to by the Agent
this 25th day of August, 1995

HARRIS TRUST AND SAVINGS BANK

By:
---------------------------

Title: Vice President

<PAGE>

EXHIBIT B-6

NOTE

$12,500,000 August 31, 1995

FOR VALUE RECEIVED, the undersigned, Thor Industries, Inc., a Delaware
corporation (the "BORROWER"), promises to pay to the order of Harris Trust and
Savings Bank (the "BANK") on the Termination Date of the hereinafter defined
Credit Agreement at the principal office of Harris Trust and Savings Bank in
Chicago, Illinois, in immediately available funds, the principal sum of Twelve
Million Five Hundred Thousand Dollars ($12,500,000) or, if less, the aggregate
unpaid principal amount of all Revolving Credit Loans made by the Bank to the
Borrower under its Commitment pursuant to the Credit Agreement and with each
Revolving Credit Loan to mature and become payable on the Termination Date, or,
if earlier, in the case of Eurodollar Loans on the last day of the Interest
Period applicable thereto, but in no event later than the Termination Date,
together with interest on the principal amount of each Revolving Credit Loan
from time to time outstanding hereunder at the rates, and payable in the manner
and on the dates, specified in the Credit Agreement.

This Note is one of the Notes referred to in the Amended and Restated
Credit Agreement dated as of December 4, 1992 between the Borrower, Harris Trust
and Savings Bank, as Agent, and others (as amended, the "CREDIT AGREEMENT"), and
this Note and the holder hereof are entitled to all the benefits provided for
thereby or referred to therein, to which Credit Agreement reference is hereby
made for a statement thereof. All defined terms used in this Note, except terms
otherwise deemed herein, shall have the same meaning as in the Credit Agreement.
This Note shall be governed by and construed in accordance with the internal
laws of the State of Illinois.

1
<PAGE>

Prepayments may be made hereon and this Note may be declared due prior to
the expressed maturity hereof, all in the events, on the terms and in the manner
as provided for in the Credit Agreement.

The Borrower hereby waives demand, presentment, protest or notice of any
kind hereunder.

THOR INDUSTRIES, INC.

By:
--------------------------------

Its:
-------------------------------

<PAGE>
EXHIBIT B-7

NOTE

$12,500,000 August 31, 1995

FOR VALUE RECEIVED, the undersigned, Thor Industries, Inc., a Delaware
corporation (the "BORROWER"), promises to pay to the order of Bank One,
Columbus, NA (the "BANK") on the Termination Date of the hereinafter defined
Credit Agreement at the principal office of Harris Trust and Savings Bank in
Chicago, Illinois, in immediately available funds, the principal sum of Twelve
Million Five Hundred Thousand Dollars ($12,500,000) or, if less, the aggregate
unpaid principal amount of all Revolving Credit Loans made by the Bank to the
Borrower under its Commitment pursuant to the Credit Agreement and with each
Revolving Credit Loan to mature and become payable on the Termination Date, or,
if earlier, in the case of Eurodollar Loans on the last day of the Interest
Period applicable thereto, but in no event later than the Termination Date,
together with interest on the principal amount of each Revolving Credit Loan
from time to time outstanding hereunder at the rates, and payable in the manner
and on the dates, specified in the Credit Agreement.

This Note is one of the Notes referred to in the Amended and Restated
Credit Agreement dated as of December 4, 1992 between the Borrower, Harris Trust
and Savings Bank, as Agent, and others (as amended, the "CREDIT AGREEMENT"), and
this Note and the holder hereof are entitled to all the benefits provided for
thereby or referred to therein, to which Credit Agreement reference is hereby
made for a statement thereof. All defined terms used in this Note, except terms
otherwise defined herein, shall have the same meaning as in the Credit
Agreement. This Note shall be governed by and construed in accordance with the
internal laws of the State of Illinois.

Prepayments may be made hereon and this Note may be declared due prior to
the expressed maturity hereof, all in the events, on

1
<PAGE>

the terms and in the manner as provided for in the Credit Agreement.

The Borrower hereby waives demand, presentment, protest or notice of any
kind hereunder.

THOR INDUSTRIES, INC.

By:
--------------------------------

Its:
-------------------------------

2
<PAGE>

CONSENT OF GUARANTORS

The undersigned, each a Person executing and delivering a Guaranty (as
defined in the hereinafter defined Agreement) to the Agent under the Original
Credit Agreement, each jointly and severally hereby acknowledges prior notice
of, consents to and approves the foregoing Fourth Amendment to Amended and
Restated Revolving Credit Agreement among Thor Industries, Inc., Harris Trust
and Savings Bank, Bank One, Columbus, NA, and Harris Trust and Savings Bank, as
Agent (the "AGREEMENT"), agrees that its Guaranty shall continue in full force
and effect and further agrees that the liabilities and indebtedness created or
evidenced by the foregoing Amendment including the increase in the Commitments
of the Banks shall be a part of the "OBLIGATIONS" as defined in the Guaranties,
constitutes a Financing and Security Agreement under the terms of its Guaranty,
and further agrees and acknowledges this consent is not required under the terms
of its Guaranty and that the execution hereof shall not be construed to require
the undersigned's consent to any future amendment, modification, or waiver of
any term of the Agreement except as otherwise provided in said Guaranty.

AIRSTREAM, INC. CITAIR, INC.

By: By:
---------------------------- --------------------------------

Title: Title:
------------------------- -----------------------------

THOR INDUSTRIES OF
PENNSYLVANIA EBC, INC. D/B/A ELDORADO BUS

By: By:
---------------------------- --------------------------------

Title: Title:
------------------------- -----------------------------

DUTCHMEN MANUFACTURING, INC. THOR INDUSTRIES WEST, INC.

By: By:
---------------------------- --------------------------------

Title: Title:
------------------------- -----------------------------

NCC ACQUISITION, INC. FOUR WINDS INTERNATIONAL
D/B/A ELDORADO NATIONAL CORPORATION (formerly known as
Thor Acquisition Corp.)

By: By:
---------------------------- --------------------------------

Title: Title:
------------------------- -----------------------------

3
<PAGE>

Dated as of August 31, 1995.

THOR INDUSTRIES, INC.

By:
--------------------------------

Its:
-------------------------------

HARRIS TRUST AND SAVINGS BANK,
in its individual capacity as a
Bank and as Agent

By:
--------------------------------

Its:
-------------------------------

BANK ONE, COLUMBUS, NA

By:
--------------------------------

Its:
-------------------------------

<PAGE>

EXHIBIT B-8

FOURTH AMENDMENT TO AMENDED
AND RESTATED REVOLVING CREDIT AGREEMENT

This Fourth Amendment to Amended and Restated Revolving Credit Agreement
dated as of August 31, 1995 among Thor Industries, Inc. (the "BORROWER"), the
Banks party hereto, and Harris Trust and Savings Bank, as Agent.

WHEREAS, the Borrower, the Banks party thereto and Harris Trust and Savings
Bank, as Agent, have previously entered into that certain Amended and Restated
Revolving Credit Agreement dated as of December 4, 1992 (as amended through and
including the Third amendment thereto dated as of November 25, 1994, the "CREDIT
AGREEMENT");

WHEREAS, the Borrower has requested that the Banks increase the Commitments
under the Credit Agreement from $20,000,000 to $25,000,000;

WHEREAS, The Borrower has requested that certain other amendments be made
to the Credit Agreement; and

NOW,THEREFORE,FOR VALUE RECEIVED, and for good and valuable consideration
the receipt of which is hereby acknowledged, the parties hereto agree that the
Credit Agreement is hereby amended as follows:

1. Section 2.4(a) of the Credit Agreement is hereby amended in its
entirety and as so amended shall read as follows:

(a) Each Prime Rate Loan made by a Bank shall bear interest on the
unpaid principal thereof from the date such Prime Rate Loan is made
until maturity (whether by acceleration or otherwise) at a rate per
annum equal to the Prime Rate in effect minus 0.30% per annum payable
on the last Business Day of each March, June, September and December.

2. Section 2.4(b) of the Credit Agreement is hereby amended by deleting
the phrase "1.25% PER ANNUM" appearing in the fourth line thereof and inserting
in its place the phrase "0.875% PER ANNUM."

3. Section 2.5(a) is hereby amended in its entirety and as so amended
shall read as follows:

(a) Interest on Prime Rate Loans shall be calculated on the basis of
a year of 365 or 366 days, as the case may be. and actual days
elapsed. Interest on Eurodollar Loans and any fees payable hereunder
shall be calculated on the basis of a 360 day year for the actual days
elapsed.

1
<PAGE>

4. Schedule 1 to the Credit Agreement is hereby deleted and inserted in
its place is Schedule 1 attached to this Amendment.

5. This Amendment will become effective upon satisfaction of the
following conditions precedent:

(a) The Borrower, each Guarantor, the Banks and the Agent shall have
executed and delivered this Amendment;

(b) The Agent shall have received a duly executed and delivered Note for
each Bank in the amount of its Commitment; and

(c) The Agent shall have received copies (executed or certified, as may be
appropriate) of all legal documents or proceedings taken in connection with
the execution and delivery of this Amendment to the extent any Bank may
request.

Upon satisfaction of the foregoing conditions (i) the amendments in paragraphs 1
and 2 hereof shall be deemed effective as of August 1, 1995, and (ii) the
amendments in paragraphs 3 and 4 hereof shall become effective on September 1,
1995.

In order to induce the Banks to execute and deliver this Amendment, the
Borrower each hereby represents and warrants to the Banks that as of the date
hereof each of the representations and warranties made by it in Section 3 of the
Credit Agreement are true and correct in all material respects and the Borrower
is in full compliance with all of the terms and conditions of the Credit
Agreement and no Default or Event of Default has occurred and is continuing
thereunder or shall result after giving effect to this Amendment.

Except as specifically amended herein, the Credit Agreement shall continue
in full force and effect in accordance with its original terms. Reference to
this specific Amendment need not be made in any note, document, letter,
certificate, the Credit Agreement itself, the Notes, or any communication issued
or made pursuant to or with respect to the Credit Agreement, any reference in
any of such items to the Credit Agreement being sufficient to refer to the
Credit Agreement as amended hereby. All capitalized terms used herein and not
defined herein shall have the same meaning herein as in the Credit Agreement.

This Amendment may be executed in any number of counterparts, and by the
different parties on different counterpart signature pages, all of which taken
together shall constitute one and the same agreement. Any of the parties hereto
may execute this Amendment by signing any such counterpart and each of such
counterparts shall for all purposes be deemed to be an original. This Amendment
shall be governed by the internal laws of the State of Illinois.

2
<PAGE>

Dated as of August 31, 1995.

THOR INDUSTRIES, INC.

By:
--------------------------------

Its:
-------------------------------

HARRIS TRUST AND SAVINGS BANK,
in its individual capacity as
a Bank and as Agent

By:
--------------------------------

Its:
-------------------------------

BANK ONE, COLUMBUS, NA

By:
--------------------------------

Its:
-------------------------------

3
<PAGE>

CONSENT OF GUARANTORS

The undersigned, each a Person executing and delivering a Guaranty (as
defined in the hereinafter defined Agreement) to the Agent under the Original
Credit Agreement, each jointly and severally hereby acknowledges prior notice
of, consents to and approves the foregoing Fourth Amendment to Amended and
Restated Revolving Credit Agreement among Thor Industries, Inc., Harris Trust
and Savings Bank, Bank One, Columbus, NA, and Harris Trust and Savings Bank, as
Agent (the "AGREEMENT"), agrees that its Guaranty shall continue in full force
and effect and further agrees that the liabilities and indebtedness created or
evidenced by the foregoing Amendment including the increase in the Commitments
of the Banks shall be a part of the "OBLIGATIONS" as defined in the Guaranties,
constitutes a Financing and Security Agreement under the terms of its Guaranty,
and further agrees and acknowledges this consent is not required under the terms
of its Guaranty and that the execution hereof shall not be construed to require
the undersigned's consent to any future amendment, modification, or waiver of
any term of the Agreement except as otherwise provided in said Guaranty.

AIRSTREAM, INC. CITAIR, INC.

By: By:
---------------------------- --------------------------------

Title: Title:
------------------------- -----------------------------

THOR INDUSTRIES OF PENNSYLVANIA EBC, INC.,
D/B/A ELDORADO BUS

By: By:
---------------------------- --------------------------------

Title: Title:
------------------------- -----------------------------

DUTCHMEN MANUFACTURING, INC. THOR INDUSTRIES WEST, INC.

By: By:
---------------------------- --------------------------------

Title: Title:
------------------------- -----------------------------

4
<PAGE>

NCC ACQUISITION, INC., FOUR WINDS INTERNATIONAL
D/B/A ELDORADO NATIONAL (formerly known as THOR
Acquisition Corp.)

By: By:
---------------------------- --------------------------------

Title: Title:
------------------------- -----------------------------

5
<PAGE>

SCHEDULE 1

COMMITMENT OF THE BANKS

Commitment/%

Bank One, Columbus, NA $12,500,000/50%

Harris Trust and Savings Bank $12,500,000/50%

TOTALS $25,000,000/100%

<PAGE>
EXHIBIT B-9

FIFTH AMENDMENT TO AMENDED
AND RESTATED REVOLVING CREDIT AGREEMENT

Harris Trust and Savings Bank
111 West Monroe Street
Chicago, Illinois

Gentlemen:

The undersigned, Thor Industries, Inc., a Delaware corporation (the
"BORROWER") refers to the Credit Agreement dated as of December 4, 1992 (as
amended through and including the Fourth Amendment thereto dated as of August
31, 1995, the "CREDIT AGREEMENT") and currently in effect between the Borrower,
the Banks party hereto, and Harris Trust and Savings Bank, as Agent. All
capitalized terms used herein without definition shall have the same meanings as
they have in the Credit Agreement. The Borrower hereby applies to the Banks for
certain modifications to the Credit Agreement and the Borrower's borrowing
arrangements with the Banks.

Accordingly, upon the Banks' acceptance hereof in the space provided for
that purpose below, this letter shall serve as an agreement between the Borrower
and the Banks amending the Credit Agreement as follows:

1. The definition of "Termination Date" appearing in Section 1 shall be
deleted in its entirety and shall be and hereby is amended as follows:

"TERMINATION DATE" means November 29, 1996.

2. The definition of "Prime Rate" appearing in Section 1 shall be deleted
in its entirety.

3. The definition of "Domestic Rate" shall be added in Section 1 and
shall read as follows:

"DOMESTIC RATE" means, for any day, the greater of (i) the rate of
interest announced by the Agent from time to time as its prime
commercial rate, as in effect on such day; or (ii) the sum of (x) the
rate determined by the Agent to be the average (rounded upwards, if
necessary, to the next higher 1/100 of 1%) of the rates per annum
quoted to the Agent at approximately 10:00 a.m. (Chicago time) (or as
soon thereafter as is practicable) on such day (or, if such day is not
a Business Day, on the immediately preceding Business Day) by two or
more Federal funds brokers selected by the Agent for the sale to the
Agent at face value of Federal funds in an amount equal or comparable
to the principal amount owed to the

1
<PAGE>

Agent for which such rate is being determined, PLUS (Y) 1/2 of 1% (.5%).

4. The definition of "Prime Rate Loan" appearing in Section 1 shall be
deleted in its entirety .

5. The definition of "Domestic Rate Loan" shall be added in Section 1 and
shall read as follows:

"DOMESTIC RATE LOAN" means a Revolving Credit Loan bearing interest prior
to maturity at the rate specified in Section 2.4(a).

6. All references in the Credit Agreement to "Prime Rate" shall be
deleted and "Domestic Rate" substituted in lieu thereof.

7. All references in the Credit Agreement to "Prime Rate Loan" shall be
deleted and "Domestic Rate Loan" substituted in lieu thereof.

8. Section 2.4(a) of the Credit Agreement is hereby amended in its
entirety and so amended shall read as follows:

(a) Each Domestic Rate Loan made by a Bank shall bear interest on the
unpaid principal thereof from the date such Domestic Rate Loan is made
until maturity (whether by acceleration or otherwise) at a rate per
annum equal to the Domestic Rate in effect minus 2.00% per annum
payable on the last Business Day of each March, June, September and
December.

9. In order to induce the Banks to execute and deliver this Fifth
Amendment, the Borrower hereby represents to the Banks that as of the date
hereof and as of the time that this Fifth Amendment becomes effective, each of
the representations and warranties set forth in Section 3 of the Credit
Agreement are and shall be and remain true and correct (except that the
representations contained in Section 3 shall be deemed to refer to the most
recent financial statements of the Borrower delivered to the Banks) and the
Borrower is in full compliance with all of the terms and conditions of the
Credit Agreement and no Event of Default as defined in the Credit Agreement as
amended hereby nor any Potential Event of Default as so defined, shall have
occurred and be continuing.

10. This Fifth Amendment shall not become effective unless and until all
of the following conditions have been satisfied:

(a) The Agent shall have received copies executed or certified (as
may be appropriate) of all legal documents or proceedings taken in
connection with the execution and delivery of this Amendment to the
extent any Bank may request.

2
<PAGE>

(b) All legal matters incident to the execution and delivery hereof
and of the other instruments and transactions contemplated hereby
shall be satisfactory to the Agent and its counsel.

11. This Fifth Amendment may be executed in any number of counterparts and
by different parties hereto on separate counterparts, each of which when so
executed shall be an original but all of which to constitute one and the same
instrument. Except as specifically amended and modified hereby, all of the terms
and conditions of the Credit Agreement shall stand and remain unchanged and in
full force and effect. No reference to this Fifth Amendment need be made in any
note, instrument or other document making reference to the Credit Agreement, any
reference to the Credit Agreement in any of such to be deemed to be a reference
to the Credit Agreement as amended hereby. All capitalized terms used herein
without definition shall have the same meanings herein as they have in the
Credit Agreement. The Borrower agrees to pay all out-of-pocket costs and
expenses incurred by the Banks in connection with the preparation, execution and
delivery of this Fifth Amendment and the documents and transactions contemplated
hereby, including the fees and expenses of Messrs. Chapman and Cutler with
respect to the foregoing. This instrument shall be construed and governed by and
in accordance with the laws of the State of Illinois.

Dated as of November 3O, 1995.

THOR INDUSTRIES, INC.

By:
--------------------------------
Its:
-------------------------------

Accepted and agreed to as of the date and year last above written.

HARRIS TRUST AND SAVINGS BANK,
in its individual capacity as Bank and as Agent

By:
--------------------------------
Its Vice President

BANK ONE, COLUMBUS, NA

By:
--------------------------------
Its:
-------------------------------

<PAGE>

EXHIBIT B-10

SIXTH AMENDMENT TO AMENDED
AND RESTATED REVOLVING CREDIT AGREEMENT

This Sixth Amendment to Amended and Restated Revolving Credit
Agreement dated as of October 17, 1996 among Thor Industries, Inc. (the
"Borrower"), the Banks party hereto, and Harris Trust and Savings Bank, as
Agent.

WHEREAS, the Borrower, the Banks party thereto and Harris Trust and
Savings Bank, as Agent, have previously entered into that certain Amended and
Restated Revolving Credit Agreement dated as of December 4, 1992 (as amended
through and including the Fifth Amendment thereto dated as of November 30, 1995,
the "Credit Agreement");

WHEREAS, the Borrower has requested that the Banks temporarily provide
the Borrower with an additional $5,000,000 in Revolving Credit Loans under the
Credit Agreement;

NOW, THEREFORE, FOR VALUE RECEIVED, and for good and valuable
consideration the receipt of which is hereby acknowledged, the parties hereto
agree that the Credit Agreement is hereby amended as follows;

10. Section 1.1 of the Credit Agreement is hereby amended by adding
the following definitions thereto:

"BASE COMMITMENT means a Bank's agreement to make Revolving Credit
Loans to the Borrower pursuant to subsection 2.1 hereof in the amount specified
on Schedule 1 hereto under the caption "Base Commitment", and Base Commitments
means the aggregate of each Bank's Base Commitment.

BASE COMMITMENT PERIOD means the period from and including the date
hereof to the Termination Date.

EXCESS COMMITMENT means a Bank's agreement to make Revolving Credit
Loans to the Borrower pursuant to subsection 2.1 hereof in the amount specified
on Schedule 1 hereto under the caption "Excess Commitment", and Excess
Commitments means the aggregate of each Bank's Excess Commitment.

EXCESS COMMITMENT PERIOD means the period from and including October
17, 1996 to but not including November 17, 1996.

11. The definitions of BORROWING, COMMITMENT, COMMITMENT PERCENTAGE
and COMMITMENT PERIOD are hereby amended in their entirety and as so amended
shall read as follows:

"BORROWING means the total of Revolving Credit Loans of a single type
under a specified Commitment made by the Banks to the

1
<PAGE>

Borrower on a single date and for a single Interest Period. Borrowings are made
ratably from each of the Banks according to each Bank's Commitment Percentage
for the type of Commitment under which such Borrowing is made.

COMMITMENTS means the total of all Base Commitments and Excess
Commitments hereunder, each of which is a "type" of Commitment hereunder.

COMMITMENT PERCENTAGE of any Bank for any type of Commitment shall
mean the percentage set opposite such Bank's name on Schedule 1 hereto under the
caption for such Commitment.

COMMITMENT PERIOD means, unless otherwise indicated, the period from
and including the date hereof to the Termination Date."

12. Subsection (a) of the definition of Interest Period appearing in
Section 1.1 of the Credit Agreement is hereby amended in its entirety and as so
amended shall read as follows:

"(a) the Borrower may not select an Interest Period for any
Borrowing under the Base Commitments that extends beyond the
Termination Date, or for any Borrowing under the Excess
Commitments that extends beyond November 17, 1996;"

13. Section 2.1 of the Credit Agreement is hereby amended in its
entirety and as so amended shall read as follows:

"Section 2.1. COMMITMENTS. Subject to the terms and
conditions of this Agreement, each Bank severally agrees to
make Revolving Credit Loans to the Borrower from time to
time (a) during the Base Commitment Period in an aggregate
principal amount at any one time outstanding not to exceed
the amount set opposite such Bank's name in Schedule 1
hereto under the caption "Base Commitment", and (b) during
the Excess Commitment Period in an aggregate principal
amount at any one time outstanding not to exceed the sum of
(x) the amount set opposite such Bank's name in Schedule 1
hereto under the caption "Base Commitment" and (y) the amount
set opposite such Bank's name in Schedule 1 hereto under the
caption "Excess Commitment". As provided in Section 2.3
hereof, the Borrower may elect that each Borrowing of Revolving
Credit Loans be made available by means of either Domestic
Rate Loans or Eurodollar Loans. During the relevant Commitment
Period and as long as no Default or Event of Default exists the
Borrower may use the relevant Commitments by borrowing,
prepaying the

<PAGE>

Revolving Credit Loans in whole or in part, and reborrowing, all
in accordance with the terms and conditions hereto; PROVIDED,
HOWEVER, that all Borrowings shall first reduce available under
the Base Commitments until all amounts available under the Base
Commitments are fully borrowed, and shall then reduce
availability under the Excess Commitments."

14. Section 2.3 of the Credit Agreement is here by amended by (i)
deleting the phrase "Borrower may borrow under the Commitment during the
Commitment Period on any Business Day" appearing in the first and second lines
thereof and substituting therefor the phrase "Borrower may borrow under either
type of Commitment during the Commitment Period for such type of Commitment on
any Business Day"; and (ii) by deleting the phrase "its Commitment Percentage"
appearing in the thirteenth and fourteenth lines thereof and substituting
therefor the phrase "its relevant Commitment Percentage".

15. Section 2.4 of the Credit Agreement shall be amended by adding
the following sentence to the end thereof:

"Notwithstanding anything in the foregoing to the contrary,
each Domestic Rate Loan or Eurodollar Loan under the Excess
Commitments shall mature and become due and payable on
November 17, 1996."

16. Section 2.9 of the Credit Agreement is hereby amended in its
entirety and as so amended shall read as follows:

"SECTION 2.9. PRO RATA TREATMENT AND PAYMENTS. Each
Borrowing by Borrower under any type of Commitment from the
Banks, each payment by Borrower on account of the principal
of and interest on the Notes, each payment by Borrower of
fees, and any reduction of either type of Commitment of the
Banks hereunder shall be made pro rata according to the
Commitment Percentages of the Banks applicable to such type
of Commitment. All payments (including prepayments) to be
made by Borrower on account of principal, interest and fees
shall be made without set-off or counterclaim and shall be
made to the Agent on behalf of the Banks, at the Agent's
office located at 111 West Monroe Street, Chicago, Illinois
60690, in each case in immediately available funds. The
Agent shall distribute such payments to the Banks promptly
upon

<PAGE>

receipt in like funds as received. Any such payments not
received by the Agent prior to 12:00 noon Chicago time and not
distributed on the date of receipt shall be credited as paid on
the next succeeding Business Day. If any payment hereunder
becomes due and payable on a day other than a Business Day, the
maturity thereof shall be extended to the next succeeding
Business Day and, with respect to payments of principal, interest
thereon shall be payable at the then applicable rate during such
extension. All payments (including prepayments made by the
Borrower hereunder) shall be applied first to reduce Borrowings
under the Excess Commitments until paid in full, and then to
reduce Borrowings under the Base Commitments."

17. Schedule 1 to the Credit Agreement is hereby deleted and inserted
in its place is Schedule 1 attached to this Amendment.

18. This Amendment will become effective upon satisfaction of the
following conditions precedent:

(a) The Borrower, each Guarantor, the Banks and the Agent shall have
executed and delivered this Amendment; and

(b) The Agent shall have received a duly executed and delivered Note
for each Bank in each amount of its Commitment.

(c) The Agent shall have received copies (executed or certified, as
may be appropriate) of all legal documents or proceedings taken in connection
with the execution and delivery of this Amendment to the extent any Bank may
request.

In order to induce the Banks to execute and deliver this Amendment,
the Borrower each hereby represents and warrants to the Banks that as of the
date hereof each of the representations and warranties made by it in Section 3
of the Credit Agreement are true and correct in all material respects and the
Borrower is in full compliance with all of the terms and conditions of the
Credit Agreement and no Default or Event of Default has occurred and is
continuing thereunder or shall result after giving effect to this Amendment.

Except as specifically amended herein, the Credit Agreement shall
continue in full force and effect in accordance with its original terms.
Reference to this specific Amendment need not be made in any note, document,
letter, certificate, the Credit Agreement itself, the Notes, or any
communication issued or made pursuant to or with respect to the Credit
Agreement, any reference in any of such items to the Credit Agreement being
sufficient to

<PAGE>

refer to the Credit Agreement as amended hereby. All capitalized terms used
herein and not defined herein shall have the same meaning herein as in the
Credit Agreement.

This Amendment may be executed in any number of counterparts, and by
the different parties on different counterpart signature pages, all of which
taken together shall constitute one and the same agreement. Any of the parties
hereto may execute this Amendment by signing any such counterpart and each of
such counterparts shall for all purposes be deemed to be an original. This
Amendment shall be governed by the internal laws of the State of Illinois.

Dated as of October 17, 1996.

THOR INDUSTRIES, INC.

By:
----------------------------------
Title:
-------------------------------

HARRIS TRUST AND SAVINGS BANK,
in its individual capacity as
a Bank and as Agent

By:
----------------------------------
Title: Vice President

BANK ONE, COLUMBUS, NA

By:
----------------------------------

Title:
-------------------------------

<PAGE>

CONSENT OF GUARANTORS

The undersigned, each a Person executing and delivery a Guaranty (as
defined in hereinafter defined Agreement) to the Agent under the Original Credit
Agreement, each jointly and severally hereby acknowledges prior notice of,
consents to and approves the foregoing Fourth Amendment to Amended and Restated
Revolving Credit Agreement among Thor Industries, Inc., Harris Trust and Savings
Bank, Bank One, Columbus, NA, and Harris Trust and Savings Bank, as Agent (the
"AGREEMENT"), agrees that its Guaranty shall continue in full force and effect
and further agrees that the liabilities and indebtedness created or evidenced by
agreement foregoing Amendment including the increase in the Commitments of the
Banks shall be a part of the "OBLIGATIONS" as defined in the Guaranties,
constitutes a Financing and Security Agreement under the terms of its Guaranty,
and further agrees and acknowledges this consent is not required under the terms
of its Guaranty and that the execution hereof shall not be construed to require
the undersigned's consent to any future amendment, modification, or waiver of
any term of the Agreement except as otherwise provided in said Guaranty.

AIRSTREAM, INC. CITAIR, INC.

By: By:
---------------------------- --------------------------------

Title: Title:
------------------------- -----------------------------

THOR INDUSTRIES OF PENNSYLVANIA EBC, INC.,
D/B/A ELDORADO BUS

By: By:
---------------------------- --------------------------------

Title: Title:
------------------------- -----------------------------

DUTCHMEN MANUFACTURING, INC. THOR INDUSTRIES WEST, INC.

By: By:
---------------------------- --------------------------------

Title: Title:
------------------------- -----------------------------

NCC ACQUISITION, INC. FOUR WINDS INTERNATIONAL CORPORATION
D/B/A ELDORADO NATIONAL (formerly known as THOR
Acquisition Corp.)

By: By:
---------------------------- --------------------------------

Title: Title:
------------------------- -----------------------------

<PAGE>

SCHEDULE 1
COMMITMENTS OF THE BANKS

Base Commitment/%

Bank One, Columbus, NA $12,500,000/50%

Harris Trust and Savings Bank $12,500,000/50%

TOTALS $25,000,000/100%

Excess Commitment/%

Bank One, Columbus, NA $2,000,000/40%

Harris Trust and Savings Bank $3,000,000/60%

TOTALS $5,000,000/100%

<PAGE>

NOTE

$2,000,000 October 17, 1996

FOR VALUE RECEIVED, the undersigned, Thor Industries, Inc., a Delaware
corporation (the "BORROWER"), promises to pay to the order of Bank One,
Columbus, NA (the "BANK") on the Termination Date of the hereinafter defined
Credit Agreement at the "principal office of Harris Trust and Savings Bank in
Chicago, Illinois, in immediately available funds, the principal sum of Two
Million Dollars ($2,000,000) or, if less, the aggregate
unpaid principal amount of all Revolving Credit Loans made by the Bank to the
Borrower under its Excess Commitment pursuant to the Credit Agreement and with
each Revolving Credit Loan to mature and become payable on November 17, 1996,
or, if earlier, in the case of Eurodollar Loans on the last day of the Interest
Period applicable thereto, but in no event later than November 17, 1996,
together with interest on the principal amount of each Revolving Credit Loan
from time to time outstanding hereunder at the rates, and payable in the manner
and on the dates, specified in the Credit Agreement.

The Bank shall record on its books and records or on a schedule
attached to this Note, which his a part hereof, each Loan made by it to the
Borrower pursuant to its Excess Commitment, together with all payments of
principal and interest and the principal balances from time to time outstanding
hereon, whether the Revolving Credit Loan is a Domestic Rate Loan or a
Eurodollar Loan and in the case of a Eurodollar Loan the interest rate and
Interest Period applicable thereto, provided that prior to the transfer of
this Note all such amounts shall be recorded on a schedule attached to this
Note. The records thereof, whether shown on such books and records or on the
schedule to this Note, shall be PRIMA FACIE evidence of the same, provided,
however, that the failure of the Bank to record any of the foregoing or any
error if any such records shall not limit or otherwise affect the obligation
of the Borrower to repay all Loans made to it pursuant to the Credit Agreement
together with accrued interest thereon.

This Note is one of the Notes referred to in the Amended and Restated
Credit Agreement dated as of December 4, 1992 between the Borrower, Harris Trust
and Savings Bank, as Agent, and others (as amended, the "CREDIT AGREEMENT"), and
this Note and the holder hereof are entitled to all the benefits provided for
thereby or referred to therein, to which Credit Agreement reference is hereby
made for a statement thereof. All defined terms used in this Note, except terms
otherwise defined herein, shall have the same meaning as in the Credit
Agreement. This Note shall be governed by and construed in accordance with the
internal laws of the State of Illinois.

<PAGE>

Prepayments may be made hereon and this Note may be declared due prior
to the expressed maturity hereof, all in the events, on the terms and in the
manner as provided for in the Credit Agreement.

The Borrower hereby waives demand, presentment, protest or notice of
any kind hereunder.

THOR INDUSTRIES, INC.

By:
--------------------------------

Its:
-------------------------------

<PAGE>

NOTE

$3,000,000 October 17, 1996

FOR VALUE RECEIVED, the undersigned, Thor Industries, Inc., a Delaware
corporation (the "BORROWER"), promises to pay to the order of Bank One,
Columbus, NA (the "BANK") on the Termination Date of the hereinafter defined
Credit Agreement at the "principal office of Harris Trust and Savings Bank in
Chicago, Illinois, in immediately available funds, the principal sum of Three
Million Dollars ($3,000,000) or, if less, the aggregate
unpaid principal amount of all Revolving Credit Loans made by the Bank to the
Borrower under its Excess Commitment pursuant to the Credit Agreement and with
each Revolving Credit Loan to mature and become payable on November 17, 1996,
or, if earlier, in the case of Eurodollar Loans on the last day of the Interest
Period applicable thereto, but in no event later than November 17, 1996,
together with interest on the principal amount of each Revolving Credit Loan
from time to time outstanding hereunder at the rates, and payable in the manner
and on the dates, specified in the Credit Agreement.

The Bank shall record on its books and records or on a schedule
attached to this Note, which his a part hereof, each Loan made by it to the
Borrower pursuant to its Excess Commitment, together with all payments of
principal and interest and the principal balances from time to time outstanding
hereon, whether the Revolving Credit Loan is a Domestic Rate Loan or a
Eurodollar Loan and in the case of a Eurodollar Loan the interest rate and
Interest Period applicable thereto, provided that prior to the transfer of this
Note all such amounts shall be recorded on a schedule attached to this Note.
The records thereof, whether shown on such books and records or on the schedule
to this Note, shall be PRIMA FACIE evidence of the same, provided, however,
that the failure of the Bank to record any of the foregoing or any error if
any such records shall not limit or otherwise affect the obligation of the
Borrower to repay all Loans made to it pursuant to the Credit Agreement
together with accrued interest thereon.

This Note is one of the Notes referred to in the Amended and Restated
Credit Agreement dated as of December 4, 1992 between the Borrower, Harris Trust
and Savings Bank, as Agent, and others (as amended, the "CREDIT AGREEMENT"), and
this Note and the holder hereof are entitled to all the benefits provided for
thereby or referred to therein, to which Credit Agreement reference is hereby
made for a statement thereof. All defined terms used in this Note, except terms
otherwise defined herein, shall have the same meaning as in the Credit
Agreement. This Note shall be governed by and construed in accordance with the
internal laws of the State of Illinois.

<PAGE>

Prepayments may be made hereon and this Note may be declared due prior
to the expressed maturity hereof, all in the events, on the terms and in the
manner as provided for in the Credit Agreement.

The Borrower hereby waives demand, presentment, protest or notice of
any kind hereunder.

THOR INDUSTRIES, INC.

By:
--------------------------------

Its:
-------------------------------