<PAGE>   1



                                                                   EXHIBIT 10(O)


                                                                CONFORMED COPIES


                   $1,100,000,000 MULTI-YEAR CREDIT AGREEMENT

                                      and

                     $400,000,000 364-DAY CREDIT AGREEMENT

                                  dated as of

                                December 20, 1996

                                      among

                              The Gillette Company,

                             The Banks Listed Herein

                                       and

                   Morgan Guaranty Trust Company of New York,
                                    as Agent


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


                          J.P. Morgan Securities, Inc.
                                    Arranger


<PAGE>   2


                                                                  CONFORMED COPY



                                 $1,100,000,000



                          MULTI-YEAR CREDIT AGREEMENT

                                  dated as of

                               December 20, 1996

                                     among

                             The Gillette Company,

                            The Banks Listed Herein

                                      and

                   Morgan Guaranty Trust Company of New York,
                                    as Agent


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


                          J.P. Morgan Securities Inc.,
                                    Arranger



<PAGE>   3

                               TABLE OF CONTENTS*

                                                                            Page

                      The parties hereto agree as follows:

                                    ARTICLE I

                                   DEFINITIONS

SECTION 1.01.       Definitions ......................................       1
SECTION 1.02.       Accounting Terms and Determinations ..............      13
SECTION 1.03.       Types of Borrowings ..............................      13

                                   ARTICLE II

                                  THE CREDITS


SECTION 2.01.       Commitments to Lend ..............................      14
SECTION 2.02.       Notice of Committed Borrowing ....................      14
SECTION 2.03.       Money Market Borrowings ..........................      14
SECTION 2.04.       Notice to Banks; Funding of Loans ................      19
SECTION 2.05.       Notes ............................................      20
SECTION 2.06.       Maturity of Loans ................................      20
SECTION 2.07.       Interest Rates ...................................      21
SECTION 2.08.       Facility Fee .....................................      24
SECTION 2.09.       Termination or Reduction of Commitments ..........      25
SECTION 2.10.       Scheduled Termination of Commitments .............      25
SECTION 2.11.       Optional Prepayments .............................      25
SECTION 2.12.       General Provisions as to Payments ................      26
SECTION 2.13.       Funding Losses ...................................      26
SECTION 2.14.       Computation of Interest and Fees .................      27
SECTION 2.15.       Judgment Currency ................................      27
SECTION 2.16.       Foreign Withholding Taxes and Other Costs ........      28
SECTION 2.17.       Regulation D Compensation ........................      28
SECTION 2.18.       Withholding Tax Exemption ........................      29

                                   ARTICLE III

                                   CONDITIONS


SECTION 3.01.       Effectiveness ....................................      30
SECTION 3.02.       Borrowings .......................................      31



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

     * The Table of Contents is not a part of this Agreement.


                                       i

<PAGE>   4

                                                                           Page
                                                                           ----

SECTION 3.03.    First Borrowing by Each Eligible Subsidiary .........      32

                                   ARTICLE IV

                 REPRESENTATIONS AND WARRANTIES OF THE COMPANY

SECTION 4.01.       Corporate Existence and Power ....................      32
SECTION 4.02.       Corporate and Governmental Authorization;
                    Contravention ....................................      33
SECTION 4.03.       Binding Effect ...................................      33
SECTION 4.04.       Financial Information ............................      33
SECTION 4.05.       No Material Adverse Change .......................      34
SECTION 4.06.       Compliance with ERISA ............................      34
SECTION 4.07.       Litigation .......................................      34
SECTION 4.08.       Taxes ............................................      34
SECTION 4.09.       Full Disclosure ..................................      35


                                   ARTICLE V

                                   COVENANTS

SECTION 5.01.       Information ......................................      35
SECTION 5.02.       Maintenance of Property; Insurance ...............      37
SECTION 5.03.       Conduct of Business and Maintenance of
                    Existence ........................................      38
SECTION 5.04.       Compliance with Laws .............................      38
SECTION 5.05.       Earnings to Interest Expense Ratio ...............      38
SECTION 5.06.       Negative Pledge ..................................      38
SECTION 5.07.       Consolidations, Mergers and Sales of Assets ......      39
SECTION 5.08.       Material Subsidiary Cash Flow ....................      40
SECTION 5.09.       Use of Proceeds ..................................      40


                                   ARTICLE VI

                                    DEFAULTS

SECTION 6.01.       Events of Default ................................      40
SECTION 6.02.       Notice of Default ................................      43


                                  ARTICLE VII

                                   THE AGENT

SECTION 7.01.       Appointment and Authorization ....................      43
SECTION 7.02.       Agent and Affiliates .............................      43
SECTION 7.03.       Action by Agent ..................................      43
SECTION 7.04.       Consultation with Experts ........................      43
SECTION 7.05.       Liability of Agent ...............................      44


                                       ii


<PAGE>   5
                                                                           Paqe
                                                                           ----


SECTION 7.06.       Indemnification ..................................      44
SECTION 7.07.       Credit Decision ..................................      44
SECTION 7.08.       Successor Agent ..................................      45
SECTION 7.09.       Agent's Fee ......................................      45

                                  ARTICLE VIII

                            CHANGE IN CIRCUMSTANCES

SECTION 8.01.       Basis for Determining Interest Rate
                    Inadequate or Unfair .............................      45
SECTION 8.02.       Illegality .......................................      46
SECTION 8.03.       Increased Cost and Reduced Return ................      47
SECTION 8.04.       Base Rate Loans Substituted for Affected
                    Fixed Rate Loans .................................      49

                                   ARTICLE IX

                         REPRESENTATIONS AND WARRANTIES
                            OF ELIGIBLE SUBSIDIARIES


SECTION 9.01.       Corporate Existence and Power ....................      50
SECTION 9.02.       Corporate and Governmental Authorization;
                    Contravention ....................................      50
SECTION 9.03.       Binding Effect ...................................      50
SECTION 9.04.       Taxes ............................................      50

                                   ARTICLE X

                                    GUARANTY


SECTION 10.01.      The Guaranty .....................................      51
SECTION 10.02.      Guaranty Unconditional ...........................      51
SECTION 10.03.      Discharge Only Upon Payment In Full;
                    Reinstatement In Certain Circumstances ...........      52
SECTION 10.04.      Waiver by the Company ............................      52
SECTION 10.05.      No Subrogation ...................................      52
SECTION 10.06.      Stay of Acceleration .............................      52


                                   ARTICLE XI

                                 MISCELLANEOUS

SECTION 11.01.      Notices ..........................................      53
SECTION 11.02.      No Waivers .......................................      53
SECTION 11.03.      Expenses; Indemnification ........................      53
SECTION 11.04.      Sharing of Set-Offs ..............................      54
SECTION 11.05.      Amendments and Waivers ...........................      55


                                      iii


<PAGE>   6
                                                                           Paqe
                                                                           ----

SECTION 11.06.      Successors and Assigns .............................    55
SECTION 11.07.      Collateral .........................................    57
SECTION 11.08.      Governing Law; Submission to Jurisdiction;
                    Service of Process .................................    57
SECTION 11.09.      Counterparts; Integration ..........................    58
SECTION 11.10.      WAIVER OF JURY TRIAL ...............................    58

Commitment Schedule

Pricing Schedule

Exhibit A -     Note

Exhibit B -     Money Market Quote Request

Exhibit C -     Invitation for Money Market Quotes

Exhibit D -     Money Market Quote

Exhibit E -     Opinion of Counsel for the Company

Exhibit F -     Opinion of Special Counsel for the Agent

Exhibit G -     Form of Election to Participate

Exhibit H -     Form of Election to Terminate

Exhibit I -     Opinion of Counsel for the Borrower (Borrowings by Eligible
                Subsidiaries)

Exhibit J -     Assignment and Assumption Agreement


                                       iv

<PAGE>   7

                                CREDIT AGREEMENT

          AGREEMENT dated as of December 20, 1996 among THE GILLETTE COMPANY,
the BANKS listed on the signature pages hereof and MORGAN GUARANTY TRUST COMPANY
OF NEW YORK, as Agent.

          The parties hereto agree as follows:

                                   ARTICLE I
                                  DEFINITIONS

          SECTION 1.01.  DEFINITIONS. The following terms, as used herein, have
the following meanings:

          "Absolute Rate Auction" means a solicitation of Money Market Quotes
setting forth Money Market Absolute Rates pursuant to Section 2.03.

          "Adjusted CD Rate" has the meaning set forth in Section 2.07(b) .

          "Administrative Questionnaire" means, with respect to each Bank, an
administrative questionnaire in the form prepared by the Agent and submitted to
the Agent duly completed by such Bank.

          "Agent" means Morgan Guaranty Trust Company of New York in its
capacity as agent for the Banks hereunder, and its successors in such capacity.

          "Applicable Lending Office" means, with respect to any Bank, (i) in
the case of its Domestic Loans, its Domestic Lending Office, (ii) in the case of
its Euro-Dollar Loans, its Euro-Dollar Lending Office and (iii) in the case of
its Money Market Loans, its Money Market Lending Office.

          "Assessment Rate" has the meaning set forth in Section 2.07(b).

          "Assignee" has the meaning set forth in Section 11.06(c).



<PAGE>   8
          "Bank" means each bank listed on the signature pages hereof, each
Assignee which becomes a Bank pursuant to Section 11.06(c), and their respective
successors.

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

          "Base Rate Loan" means a Committed Loan to be made by a Bank as a Base
Rate Loan in accordance with the applicable Notice of Committed Borrowing or
pursuant to Article VIII.

          "Benefit Arrangement" means at any time an employee benefit plan
within the meaning of Section 3(3) of ERISA which is not a Plan or a
Multiemployer Plan and which is maintained or otherwise contributed to by any
member of the ERISA Group and not excepted by Section 4(b) of ERISA.

          "Borrower" means the Company or any Eligible Subsidiary, as the
context may require, and their respective successors, and "Borrowers" means all
of the foregoing.

          "Borrowing" has the meaning set forth in Section 1.03.

          "CD Base Rate" has the meaning set forth in Section 2.07(b).

          "CD Loan" means a Committed Loan to be made by a Bank as a CD Loan in
accordance with the applicable Notice of Committed Borrowing.

          "CD Margin" has the meaning set forth in Section 2.07(b).

          "CD Reference Banks" means The First National Bank of Boston, The
First National Bank of Chicago and Morgan Guaranty Trust Company of New York.

          "Commitment" means (i) with respect to each Bank listed on the
Commitment Schedule, the amount set forth opposite the name of such Bank on the
Commitment Schedule and (ii) with respect to any Assignee, the amount of the
transferor Bank's Commitment assigned to it pursuant to Section 11.06(c), in
each case as such amount may be changed from time to time pursuant to Section
2.09 or 11.06(c).

          "Commitment Schedule" means the Commitment Schedule attached hereto.


                                       2
<PAGE>   9
          "Committed Loan" means a loan made by a Bank pursuant to Section 2.01.

          "Company" means The Gillette Company, a Delaware corporation, and its
successors.

          "Company's Latest Form 10-Q" means the Company's quarterly report on
Form 10-Q for the quarter ended September 30, 1996, as filed with the Securities
and Exchange Commission pursuant to the Securities Exchange Act of 1934.

          "Company's 1995 Form 10-K" means the Company's annual report on Form
10-K for 1995, as filed with the Securities and Exchange Commission pursuant to
the Securities Exchange Act of 1934.

          "Consolidated Assets" means at any date the consolidated assets of the
Company and its Consolidated Subsidiaries determined as of such date.

          "Consolidated Earnings Before Interest and Taxes" means, for any
fiscal period, the sum of (i) Consolidated Net Income plus (ii) Gross Interest
Expense plus (iii) to the extent deducted in determining Consolidated Net
Income, provision for taxes on income, all determined on a consolidated basis
for the Company and its Consolidated Subsidiaries for such fiscal period.

          "Consolidated Net Income" means, for any fiscal period, the net income
(before preferred and common stock dividends) of the Company and its
Consolidated Subsidiaries, determined on a consolidated basis for such fiscal
period.

          "Consolidated Subsidiary" means at any date any Subsidiary or other
entity the accounts of which would be consolidated with those of the Company in
its consolidated financial statements if such statements were prepared as of
such date.

          "Debt" of any Person means at any date, without duplication, (i) all
obligations of such Person for borrowed money, (ii) all obligations of such
Person evidenced by bonds, debentures, notes or other similar instruments, (iii)
all obligations of such Person to pay the deferred purchase price of property
or services, except trade accounts payable arising in the ordinary course of
business, (iv) all obligations of such Person as lessee which are capitalized in
accordance with generally accepted accounting principles, (v) all Debt of others
secured by a Lien on any asset of such Person, whether or not such Debt is
otherwise an


                                       3

<PAGE>   10
obligation of such Person, and (vi) all Debt of others Guaranteed by such
Person.

          "Default" means any condition or event which constitutes an Event of
Default or which with the giving of notice or lapse of time or both would,
unless cured or waived, become an Event of Default.

          "Derivatives Obligations" of any Person means all obligations of such
Person in respect of any rate swap transaction, basis swap, forward rate
transaction, commodity swap, commodity option, equity or equity index swap,
equity or equity index option, bond option, interest rate option, foreign
exchange transaction, cap transaction, floor transaction, collar transaction,
currency swap transaction, cross-currency rate swap transaction, currency option
or any other similar transaction (including any option with respect to any of
the foregoing transactions) or any combination of the foregoing transactions,
excluding any amounts which the Borrower is entitled to set-off against its
obligations under applicable law.

          "Dollars" and the sign "$" mean lawful money of the United States of
America.

          "Domestic Business Day" means any day except a Saturday, Sunday or
other day on which commercial banks in New York City or Boston, Massachusetts
are authorized by law to close.

          "Domestic Lending Office" means, as to each Bank, its office located
at its address set forth in its Administrative Questionnaire (or identified in
its Administrative Questionnaire as its Domestic Lending Office) or such other
office as such Bank may hereafter designate as its Domestic Lending Office by
notice to the Company and the Agent; PROVIDED that any Bank may so designate
separate Domestic Lending Offices for its Base Rate Loans, on the one hand, and
its CD Loans, on the other hand, in which case all references herein to the
Domestic Lending Office of such Bank shall be deemed to refer to either or both
of such offices, as the context may require.

          "Domestic Loans" means CD Loans or Base Rate Loans or both.

          "Domestic Reserve Percentage" has the meaning set forth in
Section 2.07(b).

          "Duracell Credit Facility" means the Second Amended and Restated
Credit Agreement dated as of March 29,


                                       4
<PAGE>   11
1991, as amended, among Duracell International Inc., Duracell Inc., the
financial institutions listed on the signature pages thereof and The First
National Bank of Chicago, as agent.

          "Effective Date" means the date this Agreement becomes effective in
accordance with Section 3.01.

          "Election to Participate" means an Election to Participate
substantially in the form of Exhibit G hereto.

          "Election to Terminate" means an Election to Terminate substantially
in the form of Exhibit H hereto.

          "Eligible Subsidiary" means any Substantially-Owned Consolidated
Subsidiary of the Company as to which an Election to Participate shall have been
delivered to the Agent and as to which an Election to Terminate shall not have
been delivered to the Agent. Each such Election to Participate and Election to
Terminate shall be duly executed on behalf of such Substantially-Owned
Consolidated Subsidiary and the Company in such number of copies as the Agent
may request. The delivery of an Election to Terminate shall not affect any
obligation of an Eligible Subsidiary theretofore incurred. The Agent shall
promptly give notice to the Banks of the receipt of any Election to Participate
or Election to Terminate.

          "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended, or any successor statute.

          "ERISA Group" means the Company, any Subsidiary and all members of a
controlled group of corporations and all trades or businesses (whether or not
incorporated) under common control which, together with the Company or any
Subsidiary, are treated as a single employer under Section 414 of the Internal
Revenue Code.

          "Euro-Dollar Business Day" means any Domestic Business Day on which
commercial banks are open for international business (including dealings in
Dollar deposits) in London.

          "Euro-Dollar Lending Office" means, as to each Bank, its office,
branch or affiliate located at its address set forth in its Administrative
Questionnaire (or identified in its Administrative Questionnaire as its
Euro-Dollar Lending Office) or such other office, branch or affiliate of such
Bank as it may hereafter designate as its Euro-Dollar Lending Office by notice
to the Company and the Agent.


                                       5

<PAGE>   12

          "Euro-Dollar Loan" means a Committed Loan to be made by a Bank as a
Euro-Dollar Loan in accordance with the applicable Notice of Committed
Borrowing.

          "Euro-Dollar Margin" has the meaning set forth in Section 2.07(c).

          "Euro-Dollar Reference Banks" means the principal London offices of
The First National Bank of Boston, Credit Suisse and Morgan Guaranty Trust
Company of New York.

          "Euro-Dollar Reserve Percentage" means for any day that percentage
(expressed as a decimal) which is in effect on such day, as prescribed by the
Board of Governors of the Federal Reserve System (or any successor) for
determining the maximum reserve requirement for a member bank of the Federal
Reserve System in New York City with deposits exceeding five billion dollars in
respect of "Eurocurrency liabilities" (or in respect of any other category of
liabilities which includes deposits by reference to which the interest rate on
Euro-Dollar Loans is determined or any category of extensions of credit or other
assets which includes loans by a non-United States office of any Bank to United
States residents).

          "Event of Default" has the meaning set forth in Section 6.01.

          "Existing Credit Agreement" means the Multi-Year Credit Agreement
dated as of April 30, 1996, among the Company, the bank parties thereto and
Morgan Guaranty Trust Company of New York, as agent, as amended to the Effective
Date.

          "Federal Funds Rate" means, for any day, the rate per annum (rounded
upward, if necessary, to the nearest 1/100th of 1%) equal to the weighted
average of the rates on overnight Federal funds transactions with members of the
Federal Reserve System arranged by Federal funds brokers on such day, as
published by the Federal Reserve Bank of New York on the Domestic Business Day
next succeeding such day, PROVIDED that (i) if such day is not a Domestic
Business Day, the Federal Funds Rate for such day shall be such rate on such
transactions on the next preceding Domestic Business Day as so published on the
next succeeding Domestic Business Day, and (ii) if no such rate is so published
on such next succeeding Domestic Business Day, the Federal Funds Rate for such
day shall be the average rate quoted to Morgan Guaranty Trust Company of New
York on such day on such transactions as determined by the Agent.


                                       6
<PAGE>   13

          "Fixed Rate Loans" means CD Loans or Euro-Dollar Loans or Money Market
Loans (excluding Money Market LIBOR Loans bearing interest at the Base Rate
pursuant to Section 8.01(ii)) or any combination of the foregoing.

          "Gross Interest Expense" means, for any fiscal period, the
consolidated interest expense of the Company and its Consolidated Subsidiaries
for such period (calculated without deducting or otherwise netting consolidated
interest income of the Company and its Consolidated Subsidiaries).

          "Guarantee" by any Person means any obligation, contingent or
otherwise, of such Person directly or indirectly guaranteeing any Debt of any
other Person and, without limiting the generality of the foregoing, any
obligation, direct or indirect, contingent or otherwise, of such Person (i) to
purchase or pay (or advance or supply funds for the purchase or payment of) such
Debt (whether arising by virtue of partnership arrangements, by agreement to
keep-well, to purchase assets, goods, securities or services, to take-or-pay, or
to maintain financial statement conditions, by "comfort letter" or other similar
undertaking of support or otherwise) or (ii) entered into for the purpose of
assuring in any other manner the holder of such Debt of the payment thereof or
to protect such holder against loss in respect thereof (in whole or in part),
PROVIDED that the term Guarantee shall not include endorsements for collection
or deposit in the ordinary course of business. The term "Guarantee" used as a
verb has a corresponding meaning.

          "Indemnitee" has the meaning set forth in Section 11.03 (b) .

          "Interest Period" means: (1) with respect to each Euro-Dollar
Borrowing, the period commencing on the date of such Borrowing and ending one,
two, three or six months thereafter, as the Borrower may elect in the applicable
Notice of Borrowing; PROVIDED that:

          (a) any Interest Period which would otherwise end on a day which is
     not a Euro-Dollar Business Day shall, subject to clause (c) below, be
     extended to the next succeeding Euro-Dollar Business Day unless such
     Euro-Dollar Business Day falls in another calendar month, in which case
     such Interest Period shall end on the next preceding Euro-Dollar Business
     Day;

          (b) any Interest Period which begins on the last Euro-Dollar Business
     Day of a calendar month (or on a day for which there is no numerically
     corresponding day


                                       7
<PAGE>   14

     in the calendar month at the end of such Interest Period) shall, subject to
     clause (c) below, end on the last Euro-Dollar Business Day of a calendar
     month; and

          (c) any Interest Period which would otherwise end after the
     Termination Date shall end on the Termination Date.

(2) with respect to each CD Borrowing, the period commencing on the date of such
Borrowing and ending 30, 60, 90, or 180 days thereafter, as the Borrower may
elect in the applicable Notice of Borrowing; PROVIDED that:

          (a) any Interest Period which would otherwise end on a day which is
     not a Euro-Dollar Business Day shall, subject to clause (b) below, be
     extended to the next succeeding Euro-Dollar Business Day; and

          (b) any Interest Period which would otherwise end after the
     Termination Date shall end on the Termination Date.

(3) with respect to each Base Rate Borrowing, the period commencing on the date
of such Borrowing and ending 30 days thereafter; PROVIDED that:

          (a) any Interest Period which would otherwise end on a day which is
     not a Euro-Dollar Business Day shall, subject to clause (b) below, be
     extended to the next succeeding Euro-Dollar Business Day; and

          (b) any Interest Period which would otherwise end after the
     Termination Date shall end on the Termination Date.

(4) with respect to each Money Market LIBOR Borrowing, the period commencing on
the date of such Borrowing and ending such whole number of months thereafter as
the Borrower may elect in accordance with Section 2.03; PROVIDED that:

          (a) any Interest Period which would otherwise end on a day which is
     not a Euro-Dollar Business Day shall, subject to clause (c) below, be
     extended to the next succeeding Euro-Dollar Business Day unless such
     Euro-Dollar Business Day falls in another calendar month, in which case
     such Interest Period shall end on the next preceding Euro-Dollar Business
     Day;

          (b) any Interest Period which begins on the last Euro-Dollar Business
     Day of a calendar month (or on a day for which there is no numerically
     corresponding day


                                       8
<PAGE>   15

     in the calendar month at the end of such Interest Period) shall, subject to
     clause (c) below, end on the last Euro-Dollar Business Day of a calendar
     month; and

          (c) any Interest Period which would otherwise end after the
     Termination Date shall end on the Termination Date.

(5) with respect to each Money Market Absolute Rate Borrowing, the period
commencing on the date of such Borrowing and ending such number of days
thereafter (but not less than 15 days) as the Borrower may elect in accordance
with Section 2.03; PROVIDED that:

          (a) any Interest Period which would otherwise end on a day which is
     not a Euro-Dollar Business Day shall, subject to clause (b) below, be
     extended to the next succeeding Euro-Dollar Business Day; and

          (b) any Interest Period which would otherwise end after the
     Termination Date shall end on the Termination Date.

          "Internal Revenue Code" means the Internal Revenue Code of 1986, as
amended, or any successor statute.

          "LIBOR Auction" means a solicitation of Money Market Quotes setting
forth Money Market Margins based on the London Interbank Offered Rate pursuant
to Section 2.03.

          "Lien" means, with respect to any asset, any mortgage, lien, pledge,
charge, security interest or encumbrance of any kind in respect of such asset.
For the purposes of this Agreement, the Company or any Subsidiary shall be
deemed to own subject to a Lien any asset which it has acquired or holds subject
to the interest of a vendor or lessor under any conditional sale agreement,
capital lease or other title retention agreement relating to such asset.

          "Loan" means a Domestic Loan or a Euro-Dollar Loan or a Money Market
Loan and "Loans" means Domestic Loans or Euro-Dollar Loans or Money Market Loans
or any combination of the foregoing.

          "London Interbank Offered Rate" has the meaning set forth in Section
2.07(c).

          "Material Debt" means Debt (other than the Notes) of the Company
and/or one or more of its Subsidiaries, arising in one or more related or
unrelated transactions, in an aggregate principal amount exceeding $50,000,000.


                                       9

<PAGE>   16
          "Material Financial Obligations" means a principal amount of Debt
and/or payment obligations in respect of Derivatives Obligations of the Company
and/or one or more of its Subsidiaries, arising in one or more related or
unrelated transactions, exceeding in the aggregate $50,000,000.

          "Material Plan" means at any time a Plan or Plans having aggregate
Unfunded Liabilities in excess of $50,000,000.

          "Material Subsidiary" means any Subsidiary which either (A) is an
Eligible Subsidiary or (B) has consolidated assets, together with its
Subsidiaries, exceeding 5% of Consolidated Assets at the date of determination
of its status hereunder.

          "Money Market Absolute Rate" has the meaning set forth in
Section 2.03(d).

          "Money Market Absolute Rate Loan" means a loan to be made by a Bank
pursuant to an Absolute Rate Auction.

          "Money Market Lending Office"  means, as to each Bank, its Domestic
Lending Office or such other office, branch or affiliate of such Bank as it may
hereafter designate as its Money Market Lending Office by notice to the Company
and the Agent; PROVIDED that any Bank may from time to time by notice to the
Company and the Agent designate separate Money Market Lending Offices for its
Money Market LIBOR Loans, on the one hand, and its Money Market Absolute Rate
Loans, on the other hand, in which case all references herein to the Money
Market Lending Office of such Bank shall be deemed to refer to either or both of
such offices, as the context may require.

          "Money Market LIBOR Loan" means a loan to be made by a Bank pursuant
to a LIBOR Auction (including such a loan bearing interest at the Base Rate
pursuant to Section 8.01(ii)).

          "Money Market Loan" means a Money Market LIBOR Loan or a Money Market
Absolute Rate Loan.

          "Money Market Margin" has the meaning set forth in Section 2.03(d).

          "Money Market Quote" means an offer by a Bank to make a Money Market
Loan in accordance with Section 2.03.


                                       10

<PAGE>   17
          "Multiemployer Plan" means at any time an employee pension benefit
plan within the meaning of Section 4001(a) (3) of ERISA to which any member of
the ERISA Group is then making or accruing an obligation to make contributions
or has within the preceding five plan years made contributions, including for
these purposes any Person which ceased to be a member of the ERISA Group during
such five year period.

          "Notes" means promissory notes of a Borrower, substantially in the
form of Exhibit A hereto, evidencing the obligation of such Borrower to repay
the Loans made to it, and "Note" means any one of such promissory notes issued
hereunder.

          "Notice of Borrowing" means a Notice of Committed Borrowing (as
defined in Section 2.02) or a Notice of Money Market Borrowing (as defined in
Section 2.03(f)) .

          "Parent" means, with respect to any Bank, any Person controlling such
Bank.

          "Participant" has the meaning set forth in Section 11.06(b).

          "PBGC" means the Pension Benefit Guaranty Corporation or any entity
succeeding to any or all of its functions under ERISA.

          "Person" means an individual, a corporation, a partnership, an
association, a trust or any other entity or organization, including a government
or political subdivision or an agency or instrumentality thereof.

          "Plan" means at any time an employee pension benefit plan (other than
a Multiemployer Plan) which is covered by Title IV of ERISA or subject to the
minimum funding standards under Section 412 of the Internal Revenue Code and
either (i) is maintained, or contributed to, by any member of the ERISA Group
for employees of any member of the ERISA Group or (ii) has at any time within
the preceding five years been maintained, or contributed to, by any Person which
was at such time a member of the ERISA Group for employees of any Person which
was at such time a member of the ERISA Group.

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


                                       11

<PAGE>   18

          "Prime Rate" means the rate of interest publicly announced by Morgan
Guaranty Trust Company of New York in New York City from time to time as its
Prime Rate.

          "Reference Banks" means the CD Reference Banks or the Euro-Dollar
Reference Banks, as the context may require, and "Reference Bank" means any one
of such Reference Banks.

          "Refunding Borrowing" means a Committed Borrowing which, after
application of the proceeds thereof, results in no net increase in the
outstanding principal amount of Committed Loans made by any Bank to any
Borrower.

          "Regulation U" means Regulation U of the Board of Governors of the
Federal Reserve System, as in effect from time to time.

          "Required Banks" means at any time Banks having at least 66 2/3% of
the aggregate amount of the Commitments or, if the Commitments shall have been
terminated, holding Notes evidencing at least 66 2/3% of the aggregate unpaid
principal amount of the Loans.

          "Revolving Credit Period" means the period from and including the
Effective Date to but excluding the Termination Date.

          "Subsidiary" means, as to any Person, any corporation or other entity
of which securities or other ownership interests having ordinary voting power to
elect a majority of the board of directors or other persons performing similar
functions are at the time directly or indirectly owned by such Person; unless
otherwise specified, "Subsidiary" means a Subsidiary of the Company.

          "Substantially-Owned Consolidated Subsidiary" means any Consolidated
Subsidiary not less than 90% of the outstanding shares of each class of capital
stock or other ownership interests of which are at the time directly or
indirectly owned by the Company.

          "Termination Date" means December 20, 2001, or, if such day is not a
Euro-Dollar Business Day, the next preceding Euro-Dollar Business Day.

          "Unfunded Liabilities" means, with respect to any Plan at any time,
the amount (if any) by which (i) the value of all benefit liabilities under such
Plan, determined on a plan termination basis using the assumptions prescribed by
the PBGC for purposes of Section 4044 of ERISA, exceeds (ii) the fair market
value of all Plan assets allocable to such


                                       12

<PAGE>   19

liabilities under Title IV Of ERISA (excluding any accrued but unpaid
contributions), all determined as of the then most recent valuation date for
such Plan, but only to the extent that such excess represents a potential
liability of a member of the ERISA Group to the PBGC or any other Person under
Title IV of ERISA.

          "United States" means the United States of America, including the
States and the District of Columbia, but excluding its territories and
possessions.

          SECTION 1.02.  ACCOUNTING TERMS AND DETERMINATIONS. Unless otherwise
specified herein, all accounting terms used herein shall be interpreted, all
accounting determinations hereunder shall be made, and all financial statements
required to be delivered hereunder shall be prepared in accordance with
generally accepted accounting principles as in effect from time to time, applied
on a basis consistent (except for changes concurred in by the Company's
independent public accountants) with the most recent audited consolidated
financial statements of the Company and its Consolidated Subsidiaries delivered
to the Banks; PROVIDED that, if the Company notifies the Agent that the Company
wishes to amend any covenant in Article V to eliminate the effect of any change
in generally accepted accounting principles on the operation of such covenant
(or if the Agent notifies the Company that the Required Banks wish to amend
Article V for such purpose), then the Company's compliance with such covenant
shall be determined on the basis of generally accepted accounting principles in
effect immediately before the relevant change in generally accepted accounting
principles became effective, until either such notice is withdrawn or such
covenant is amended in a manner satisfactory to the Company and the Required
Banks.

          SECTION 1.03.  TYPES OF BORROWINGS. The term "Borrowing" denotes the
aggregation of Loans of one or more Banks to be made to a single Borrower
pursuant to Article II on a single date and for a single Interest Period.
Borrowings are classified for purposes of this Agreement either by reference to
the pricing of Loans comprising such Borrowing (e.g., a "Euro-Dollar Borrowing"
is a Borrowing comprised of Euro-Dollar Loans) or by reference to the provisions
of Article II under which participation therein is determined (i.e., a
"Committed Borrowing" is a Borrowing under Section 2.01 in which all Banks
participate in proportion to their Commitments, while a "Money Market Borrowing"
is a Borrowing under Section 2.03 in which the Bank participants are determined
on the basis of their bids in accordance therewith).



                                       13

<PAGE>   20
                                   ARTICLE II

                                  THE CREDITS

          SECTION 2.01.  COMMITMENTS TO LEND. During the Revolving Credit Period
each Bank severally agrees, on the terms and conditions set forth in this
Agreement, to make loans to the Company or any Eligible Subsidiary pursuant to
this Section from time to time in amounts such that the aggregate principal
amount of Committed Loans by such Bank at any one time outstanding to all
Borrowers shall not exceed the amount of its Commitment. Each Borrowing under 
this Section shall be in an aggregate principal amount of $15,000,000 or any
larger multiple of $1,000,000 (except that any such Borrowing may be in the
aggregate amount available in accordance with Section 3.02(b)) and shall be made
from the several Banks ratably in proportion to their respective Commitments.
Within the foregoing limits, a Borrower may borrow under this Section, repay or,
to the extent permitted by Section 2.11, prepay Loans and reborrow at any time
during the Revolving Credit Period under this Section.

          SECTION 2.02.  NOTICE OF COMMITTED BORROWING. The Borrower shall give
the Agent notice (a "Notice of Committed Borrowing") not later than 11:00 A.M.
(New York City time) on (x) the date of each Base Rate Borrowing, (y) the
Domestic Business Day before each CD Borrowing and (z) the third Euro-Dollar
Business Day before each Euro-Dollar Borrowing, specifying:

          (a) the date of such Borrowing, which shall be a Domestic Business Day
     in the case of a Domestic Borrowing or a Euro-Dollar Business Day in the
     case of a Euro-Dollar Borrowing,

          (b) the aggregate amount of such Borrowing,

          (c) whether the Loans comprising such Borrowing are to be CD Loans,
     Base Rate Loans or Euro-Dollar Loans, and

          (d) in the case of a Fixed Rate Borrowing, the duration of the
     Interest Period applicable thereto, subject to the provisions of the
     definition of Interest Period.

     SECTION 2.03.  Money Market Borrowinqs.
                    -----------------------


                                       14


<PAGE>   21
          (a) THE MONEY MARKET OPTION. In addition to Committed Borrowings
pursuant to Section 2.01, any Borrower may, as set forth in this Section,
request the Banks during the Revolving Credit Period to make offers to make
Money Market Loans to such Borrower. The Banks may, but shall have no obligation
to, make such offers and the Borrower may, but shall have no obligation to,
accept any such offers in the manner set forth in this Section.

          (b) MONEY MARKET QUOTE REQUEST. When a Borrower wishes to request
offers to make Money Market Loans under this Section, it shall transmit to the
Agent by telex or facsimile transmission a Money Market Quote Request
substantially in the form of Exhibit B hereto so as to be received no later than
10:30 A.M. (New York City time) on (x) the fifth Euro-Dollar Business Day prior
to the date of Borrowing proposed therein, in the case of a LIBOR Auction or (y)
the Domestic Business Day next preceding the date of Borrowing proposed therein,
in the case of an Absolute Rate Auction (or, in either case, such other time or
date as the Company and the Agent shall have mutually agreed and the Agent shall
have notified to the Banks not later than the date of the Money Market Quote
Request for the first LIBOR Auction or Absolute Rate Auction for which such
change is to be effective) specifying:

          (i)   the proposed date of Borrowing, which shall be a Euro-Dollar
     Business Day in the case of a LIBOR Auction or a Domestic Business Day in
     the case of an Absolute Rate Auction,

          (ii)  the aggregate amount of such Borrowing, which shall be 
     $15,000,000 or a larger multiple of $1,000,000,

          (iii) the duration of the Interest Period applicable thereto, subject
     to the provisions of the definition of Interest Period, and

          (iv)  whether the Money Market Quotes requested are to set forth a
     Money Market Margin or a Money Market Absolute Rate.

The Borrower may request offers to make Money Market Loans for more than one
Interest Period in a single Money Market Quote Request. No Money Market Quote
Request shall be given within five Euro-Dollar Business Days (or such other
number of days as the Company and the Agent may agree) of any other Money Market
Quote Request.


                                       15

<PAGE>   22
          (c) INVITATION FOR MONEY MARKET QUOTES. Promptly upon receipt of a
Money Market Quote Request, the Agent shall send to the Banks by telex or
facsimile transmission an Invitation for Money Market Quotes substantially in
the form of Exhibit C hereto, which shall constitute an invitation by the
Borrower to each Bank to submit Money Market Quotes offering to make the Money
Market Loans to which such Money Market Quote Request relates in accordance with
this Section.

          (d) SUBMISSION AND CONTENTS OF MONEY MARKET QUOTES. (i) Each Bank may
submit a Money Market Quote containing an offer or offers to make Money Market
Loans in response to any Invitation for Money Market Quotes. Each Money Market
Quote must comply with the requirements of this subsection (d) and must be
submitted to the Agent by telex or facsimile transmission at its offices
referred to in or pursuant to Section 11.01 not later than (x) 2:00 P.M. (New
York City time) on the fourth Euro-Dollar Business Day prior to the proposed
date of Borrowing, in the case of a LIBOR Auction or (y) 9:30 A.M. (New York
City time) on the proposed date of Borrowing, in the case of an Absolute Rate
Auction (or, in either case, such other time or date as the Company and the
Agent shall have mutually agreed and the Agent shall have notified to the Banks
not later than the date of the Money Market Quote Request for the first LIBOR
Auction or Absolute Rate Auction for which such change is to be effective);
PROVIDED that Money Market Quotes submitted by the Agent (or any affiliate of
the Agent) in the capacity of a Bank may be submitted, and may only be
submitted, if the Agent or such affiliate notifies the Borrower of the terms of
the offer or offers contained therein not later than (x) one hour prior to the
deadline for the other Banks, in the case of a LIBOR Auction or (y) 15 minutes
prior to the deadline for the other Banks, in the case of an Absolute Rate
Auction. Subject to Articles III and VI, any Money Market Quote so made shall be
irrevocable except with the written consent of the Agent given on the
instructions of the Borrower.

          (ii) Each Money Market Quote shall be in substantially the form of
Exhibit D hereto and shall in any case specify:

          (A) the proposed date of Borrowing,

          (B) the principal amount of the Money Market Loan for which each such
     offer is being made, which principal amount (w) may be greater than or less
     than the Commitment of the quoting Bank, (x) must be $5,000,000 or a larger
     multiple of $1,000,000 (y) may


                                       16

<PAGE>   23
     not exceed the principal amount of Money Market Loans for which offers were
     requested and (z) may be subject to an aggregate limitation as to the
     principal amount of Money Market Loans for which offers being made by such
     quoting Bank may be accepted,

          (C) in the case of a LIBOR Auction, the margin above or below the
     applicable London Interbank Offered Rate (the "Money Market Margin")
     offered for each such Money Market Loan, expressed as a percentage
     (specified to the nearest 1/10,000th of 1%) to be added to or subtracted
     from such base rate,

          (D) in the case of an Absolute Rate Auction, the rate of interest per
     annum (specified to the nearest 1/10,000th of 1%) (the "Money Market
     Absolute Rate") offered for each such Money Market Loan, and

          (E) the identity of the quoting Bank.

A Money Market Quote may set forth up to five separate offers by the quoting
Bank with respect to each Interest Period specified in the related Invitation
for Money Market Quotes.

          (iii) Any Money Market Quote shall be disregarded if it:

          (A) is not substantially in conformity with Exhibit D hereto or does
     not specify all of the information required by subsection (d) (ii);

          (B) contains qualifying, conditional or similar language;

          (C) proposes terms other than or in addition to those set forth in the
     applicable Invitation for Money Market Quotes; or

          (D) arrives after the time set forth in subsection (d) (i).

          (e) NOTICE TO BORROWER. The Agent shall promptly notify the Borrower
of the terms (x) of any Money Market Quote submitted by a Bank that is in
accordance with subsection (d) and (y) of any Money Market Quote that amends,
modifies or is otherwise inconsistent with a previous Money Market Quote
submitted by such Bank with respect to the same Money Market Quote Request. Any
such subsequent Money Market Quote shall be disregarded by the Agent unless such
subsequent Money Market Quote is submitted


                                       17

<PAGE>   24

solely to correct a manifest error in such former Money Market Quote. The
Agent's notice to the Borrower shall specify (A) the aggregate principal amount
of Money Market Loans for which offers have been received for each Interest
Period specified in the related Money Market Quote Request, (B) the respective
principal amounts and Money Market Margins or Money Market Absolute Rates, as
the case may be, so offered and (C) if applicable, limitations on the aggregate
principal amount of Money Market Loans for which offers in any single Money
Market Quote may be accepted.

          (f) ACCEPTANCE AND NOTICE BY BORROWER. Not later than 10:30 A.M. (New
York City time) on (x) the third Euro-Dollar Business Day prior to the proposed
date of Borrowing, in the case of a LIBOR Auction or (y) the proposed date of
Borrowing, in the case of an Absolute Rate Auction (or, in either case, such
other time or date as the Company and the Agent shall have mutually agreed and
the Agent shall have notified to the Banks not later than the date of the Money
Market Quote Request for the first LIBOR Auction or Absolute Rate Auction for
which such change is to be effective), the Borrower shall notify the Agent of
its acceptance or non-acceptance of the offers so notified to it pursuant to
subsection (e). In the case of acceptance, such notice (a "Notice of Money
Market Borrowing") shall specify the aggregate principal amount of offers for
each Interest Period that are accepted. The Borrower may accept any Money Market
Quote in whole or in part; PROVIDED that:

               (i)   the aggregate principal amount of each Money Market
          Borrowing may not exceed the applicable amount set forth in the
          related Money Market Quote Request,

               (ii)  the principal amount of each Money Market Borrowing must be
          $15,000,000 or a larger multiple of $1,000,000,

               (iii) acceptance of offers may only be made on the basis of
          ascending Money Market Margins or Money Market Absolute Rates, as the
          case may be, and

               (iv)  the Borrower may not accept any offer that is described in
          subsection (d) (iii) or that otherwise fails to comply with the
          requirements of this Agreement.

          (g) ALLOCATION BY AGENT. If offers are made by two or more Banks with
the same Money Market Margins or Money Market Absolute Rates, as the case may
be, for a greater aggregate principal amount than the amount in respect of which
such offers are accepted for the related


                                       18


<PAGE>   25

Interest Period, the principal amount of Money Market Loans in respect of which
such offers are accepted shall be allocated by the Agent among such Banks as
nearly as possible (in multiples of $1,000,000, as the Agent may deem
appropriate) in proportion to the aggregate principal amounts of such offers.
Determinations by the Agent of the amounts of Money Market Loans shall be
conclusive in the absence of manifest error.

          SECTION 2.04.  Notice to Banks; Funding of Loans.
                         ---------------------------------

          (a) Upon receipt of a Notice of Borrowing, the Agent shall promptly
notify each Bank of the contents thereof and of such Bank's share (if any) of
such Borrowing and such Notice of Borrowing shall not thereafter be revocable by
the Borrower.

          (b) Not later than 12:00 Noon (New York City time) on the date of each
Borrowing, each Bank participating therein shall (except as provided in
subsection (c) of this Section) make available its share of such Borrowing, in
Federal or other funds immediately available in New York City, to the Agent at
its address referred to in Section 11.01. Unless the Agent determines that any
applicable condition specified in Article III has not been satisfied, the Agent
will make the funds so received from the Banks available to the Borrower at the
Agent's aforesaid address.

          (c) If any Bank makes a new Loan hereunder to a Borrower on a day on
which such Borrower is to repay all or any part of an outstanding Loan from such
Bank, such Bank shall apply the proceeds of its new Loan to make such repayment
and only an amount equal to the difference (if any) between the amount being
borrowed by such Borrower and the amount being repaid shall be made available by
such Bank to the Agent as provided in subsection (b), or remitted by such
Borrower to the Agent as provided in Section 2.12, as the case may be.

          (d) Unless the Agent shall have received notice from a Bank prior to
the date of any Borrowing that such Bank will not make available to the Agent
such Bank's share of such Borrowing, the Agent may assume that such Bank has
made such share available to the Agent on the date of such Borrowing in
accordance with subsections (b) and (c) of this Section 2.04 and the Agent may,
in reliance upon such assumption, make available to the Borrower on such date a
corresponding amount. If and to the extent that such Bank shall not have so made
such share available to the Agent, such Bank and the Borrower severally agree to
repay to the Agent forthwith on demand such corresponding amount together


                                       19


<PAGE>   26


with interest thereon, for each day from the date such amount is made available
to the Borrower until the date such amount is repaid to the Agent, at (i) in the
case of the Borrower, a rate per annum equal to the higher of the Federal Funds
Rate and the interest rate applicable thereto pursuant to Section 2.07 and (ii)
in the case of such Bank, the Federal Funds Rate. If such Bank shall repay to
the Agent such corresponding amount, such amount so repaid shall constitute such
Bank's Loan included in such Borrowing for purposes of this Agreement.

              SECTION 2.05.  NOTES. (a) The Loans of each Bank to each Borrower
shall be evidenced by a single Note of such Borrower payable to the order of
such Bank for the account of its Applicable Lending Office in an amount equal to
the aggregate unpaid principal amount of such Bank's Loans to such Borrower.

          (b) Each Bank may, by notice to a Borrower and the Agent, request that
its Loans of a particular type to such Borrower be evidenced by a separate Note
of such Borrower in an amount equal to the aggregate unpaid principal amount of
such Loans. Each such Note shall be in substantially the form of Exhibit A
hereto with appropriate modifications to reflect the fact that it evidences
solely Loans of the relevant type. Each reference in this Agreement to a "Note"
or the "Notes" of such Bank shall be deemed to refer to and include any or all
of such Notes, as the context may require.

          (c) Upon receipt of each Bank's Note pursuant to Section 3.01(b) 
or 3.03(a), the Agent shall forward such Note to such Bank. Each Bank shall
record the date, amount, type and maturity of each Loan made by it to each
Borrower and the date and amount of each payment of principal made with respect
thereto, and may, if such Bank so elects in connection with any transfer or
enforcement of its Note of any Borrower, endorse on the schedule forming a part
thereof appropriate notations to evidence the foregoing information with respect
to each such Loan to such Borrower then outstanding; PROVIDED that the failure
of any Bank to make any such recordation or endorsement shall not affect the
obligations of any Borrower hereunder or under the Notes. Each Bank is hereby
irrevocably authorized by each Borrower so to endorse its Notes and to attach to
and make a part of any Note a continuation of any such schedule as and when
required.

          SECTION 2.06.  MATURITY OF LOANS. Each Loan included in any Borrowing
shall mature, and the principal


                                       20

<PAGE>   27


amount thereof shall be due and payable, on the last day of the Interest Period
applicable to such Borrowing.

          SECTION 2.07.  INTEREST RATES. (a) Each Base Rate Loan shall bear 
interest on the outstanding principal amount thereof, for each day from the date
such Loan is made until it becomes due, at a rate per annum equal to the Base
Rate for such day. Such interest shall be payable for each Interest Period on
the last day thereof. Any overdue principal of or interest on any Base Rate Loan
shall bear interest, payable on demand, for each day until paid at a rate per
annum equal to the sum of 1% plus the rate otherwise applicable to Base Rate
Loans for such day.

          (b) Each CD Loan shall bear interest on the outstanding principal 
amount thereof, for each day during the Interest Period applicable thereto, at a
rate per annum equal to the sum of the CD Margin for such day plus the Adjusted
CD Rate applicable to such Interest Period; PROVIDED that if any CD Loan shall,
as a result of clause (2)(b) of the definition of Interest Period, have an
Interest Period of less than 30 days, such CD Loan shall bear interest during
such Interest Period at the rate applicable to Base Rate Loans during such
period. Such interest shall be payable for each Interest Period on the last day
thereof and, if such Interest Period is longer than 90 days, at intervals of 90
days after the first day thereof. Any overdue principal of or interest on any CD
Loan shall bear interest, payable on demand, for each day until paid at a rate
per annum equal to the sum of 1% plus the higher of (i) the sum of the CD Margin
for such day plus the Adjusted CD Rate applicable to the Interest Period for
such Loan and (ii) the rate applicable to Base Rate Loans for such day.

          "CD Margin" means a rate per annum determined in accordance with the 
Pricing Schedule.

          The "Adjusted CD Rate" applicable to any Interest Period means a rate
per annum determined pursuant to the following formula:


                                       21

<PAGE>   28

                     [ CDBR       ] *   
          ACDR     = [ ---------- ]   + AR 
                     [ 1.00 - DRP ]    

          ACDR     = Adjusted CD Rate             
          CDBR     = CD Base Rate                 
           DRP     = Domestic Reserve Percentage  
            AR     = Assessment Rate              
                                        
------------------
* The amount in brackets being rounded upward, if necessary, to the next higher
1/100 of 1%

          The "CD Base Rate" applicable to any Interest Period is the rate of
interest determined by the Agent to be the average (rounded upward, if
necessary, to the next higher 1/100 of 1%) of the prevailing rates per annum bid
at 10:00 A.M. (New York City time) (or as soon thereafter as practicable) on the
first day of such Interest Period by two or more New York certificate of deposit
dealers of recognized standing for the purchase at face value from each CD
Reference Bank of its certificates of deposit in an amount comparable to the
principal amount of the CD Loan of such CD Reference Bank to which such Interest
Period applies and having a maturity comparable to such Interest Period.

          "Domestic Reserve Percentage" means for any day that percentage 
(expressed as a decimal) which is in effect on such day, as prescribed by the
Board of Governors of the Federal Reserve System (or any successor) for
determining the maximum reserve requirement (including without limitation any
basic, supplemental or emergency reserves) for a member bank of the Federal
Reserve System in New York City with deposits exceeding five billion dollars in
respect of new non-personal time deposits in dollars in New York City having a
maturity comparable to the related Interest Period and in an amount of $100,000
or more. The Adjusted CD Rate shall be adjusted automatically on and as of the
effective date of any change in the Domestic Reserve Percentage.

          "Assessment Rate" means for any day the annual assessment rate in 
effect on such day which is payable by a member of the Bank Insurance Fund
classified as adequately capitalized and within supervisory subgroup "A" (or a
comparable successor assessment risk classification) within the meaning of 12
C.F.R. ss. 327.4(a) (or any successor provision) to the Federal Deposit
Insurance Corporation (or any successor) for such Corporation's (or such
successor's) insuring time deposits at offices of such institution in the


                                       22

<PAGE>   29


United States. The Adjusted CD Rate shall be adjusted automatically on and as of
the effective date of any change in the Assessment Rate.

          (c) Each Euro-Dollar Loan shall bear interest on the outstanding 
principal amount thereof, for each day during the Interest Period applicable
thereto, at a rate per annum equal to the sum of the Euro-Dollar Margin for such
day plus the London Interbank Offered Rate applicable to such Interest Period.
Such interest shall be payable for each Interest Period on the last day thereof
and, if such Interest Period is longer than three months, at intervals of three
months after the first day thereof.

          "Euro-Dollar Margin" means a rate per annum determined in accordance 
with the Pricing Schedule.

          The "London Interbank Offered Rate" applicable to any Interest Period
means the average (rounded upward, if necessary, to the next higher 1/16 of 1%)
of the respective rates per annum at which deposits in dollars are offered to
each of the Euro-Dollar Reference Banks in the London interbank market at
approximately 11:00 A.M. (London time) two Euro-Dollar Business Days before the
first day of such Interest Period in an amount approximately equal to the
principal amount of the Euro-Dollar Loan of such Euro-Dollar Reference Bank to
which such Interest Period is to apply and for a period of time comparable to
such Interest Period.

          (d) Any overdue principal of or interest on any Euro-Dollar Loan shall
bear interest, payable on demand, for each day until paid at a rate per annum
equal to the higher of (i) the sum of 1% plus the Euro-Dollar Margin for such
day plus the London Interbank Offered Rate applicable to the Interest Period for
such Loan and (ii) the sum of 1% plus the Euro-Dollar Margin for such day plus
the quotient obtained (rounded upward, if necessary, to the next higher 1/100 of
1%) by dividing (x) the average (rounded upward, if necessary, to the next
higher 1/16 of 1%) of the respective rates per annum at which one day (or, if
such amount due remains unpaid more than three Euro-Dollar Business Days, then
for such other period of time not longer than six months as the Agent may
select) deposits in dollars in an amount approximately equal to such overdue
payment due to each of the Euro-Dollar Reference Banks are offered to such
Euro-Dollar Reference Bank in the London interbank market for the applicable
period determined as provided above by (y) 1.00 minus the Euro-Dollar Reserve
Percentage (or, if the circumstances described in clause (a) or (b) of Section
8.01 shall exist, at a rate per annum equal to the sum of 1% plus the rate
applicable to Base Rate Loans for such day).


                                       23

<PAGE>   30


          (e) Subject to Section 8.01(ii), each Money Market LIBOR Loan shall 
bear interest on the outstanding principal amount thereof, for the Interest
Period applicable thereto, at a rate per annum equal to the sum of the London
Interbank Offered Rate for such Interest Period (determined in accordance with
Section 2.07(c) as if the related Money Market LIBOR Borrowing were a Committed
Euro-Dollar Borrowing) plus (or minus) the Money Market Margin quoted by the
Bank making such Loan in accordance with Section 2.03. Each Money Market
Absolute Rate Loan shall bear interest on the outstanding principal amount
thereof, for the Interest Period applicable thereto, at a rate per annum equal
to the Money Market Absolute Rate quoted by the Bank making such Loan in
accordance with Section 2.03. Such interest shall be payable for each Interest
Period on the last day thereof and, if such Interest Period is longer than three
months, at intervals of three months after the first day thereof. Any overdue
principal of or interest on any Money Market Loan shall bear interest, payable
on demand, for each day until paid at a rate per annum equal to the sum of 1%
plus the Base Rate for such day.

          (f) The Agent shall determine each interest rate applicable to the 
Loans hereunder. The Agent shall give prompt notice to the Borrower and the
participating Banks of each rate of interest so determined, and its
determination thereof shall be conclusive in the absence of manifest error.

          (g) Each Reference Bank agrees to use its best efforts to furnish
quotations to the Agent as contemplated by this Section. If any Reference Bank
does not furnish a timely quotation, the Agent shall determine the relevant
interest rate on the basis of the quotation or quotations furnished by the
remaining Reference Bank or Banks or, if none of such quotations is available on
a timely basis, the provisions of Section 8.01 shall apply.

          SECTION 2.08.  FACILITY FEE. (a) The Company shall pay to the Agent 
for the account of the Banks ratably, a facility fee at the Facility Fee Rate
(determined daily in accordance with the Pricing Schedule). Such facility fee
shall accrue (i) from and including the Effective Date to but excluding the
Termination Date (or earlier date of termination of the Commitments in their
entirety), on the daily aggregate amount of the Commitments (whether used or
unused) and (ii) from and including the Termination Date or such earlier date of
termination to but excluding the date the Loans shall be repaid in their
entirety, on the daily aggregate outstanding principal amount of the Loans.


                                       24

<PAGE>   31


          (b) Payments. Accrued facility fees under this Section shall be 
payable quarterly on each March 31, June 30, September 30 and December 31,
beginning with March 31, 1997, and upon the date of termination of the
Commitments in their entirety (and, if later, the date the Loans shall be repaid
in their entirety).

          SECTION 2.09.  TERMINATION OR REDUCTION OF COMMITMENTS. The Company 
may, upon at least three Domestic Business Days' notice to the Agent, (i)
terminate the Commitments at any time, if no Loans are outstanding at such time
or (ii) ratably reduce from time to time by an aggregate amount of $25,000,000
or any larger multiple thereof, the aggregate amount of the Commitments in
excess of the aggregate outstanding principal amount of the Loans. Promptly
after receiving a notice pursuant to this subsection, the Agent shall notify
each Bank of the contents thereof.

          SECTION 2.10.  SCHEDULED TERMINATION OF COMMITMENTS. The Commitments
shall terminate on the Termination Date and any Loans then outstanding (together
with accrued interest thereon) shall be due and payable on such date.

          SECTION 2.11.  OPTIONAL PREDAYMENTS. (a) Subject in the case of Fixed
Rate Loans to Section 2.13, the Borrower may, upon at least one Domestic
Business Day's notice to the Agent, prepay any Domestic Borrowing (or any Money
Market Borrowing bearing interest at the Base Rate pursuant to Section 8.01(ii))
or upon at least three Euro-Dollar Business Days' notice to the Agent, prepay
any Euro-Dollar Borrowing, in each case in whole at any time, or from time to
time in part in amounts aggregating $15,000,000 or any larger multiple of
$1,000,000, by paying the principal amount to be prepaid together with accrued
interest thereon to the date of prepayment. Each such optional prepayment shall
be applied to prepay ratably the Loans of the several Banks included in such
Borrowing.

          (b) Except as provided in subsection (a) above, the Borrower may not 
prepay all or any portion of the principal amount of any Money Market Loan prior
to the maturity thereof.

          (c) Upon receipt of a notice of prepayment pursuant to this Section,
the Agent shall promptly notify each Bank of the contents thereof and of such
Bank's ratable share (if any) of such prepayment and such notice shall not
thereafter be revocable by the Borrower.


                                       25

<PAGE>   32


          SECTION 2.12.  GENERAL PROVISIONS AS TO PAYMENTS. (a) The Borrowers 
shall make each payment of principal of, and interest on, the Loans and of fees
hereunder, not later than 12:00 Noon (New York City time) on the date when due,
in Dollars in Federal or other funds immediately available in New York City, to
the Agent at its address referred to in Section 11.01. The Agent will promptly
distribute to each Bank its ratable share of each such payment received by the
Agent for the account of the Banks. Whenever any payment of principal of, or
interest on, the Domestic Loans or of fees shall be due on a day which is not a
Domestic Business Day, the date for payment thereof shall be extended to the
next succeeding Domestic Business Day. Whenever any payment of principal of, or
interest on, the Euro-Dollar Loans shall be due on a day which is not a
Euro-Dollar Business Day, the date for payment thereof shall be extended to the
next succeeding Euro-Dollar Business Day unless such Euro-Dollar Business Day
falls in another calendar month, in which case the date for payment thereof
shall be the next preceding Euro-Dollar Business Day. Whenever any payment of
principal of, or interest on, the Money Market Loans shall be due on a day which
is not a Euro-Dollar Business Day, the date for payment thereof shall be
extended to the next succeeding Euro-Dollar Business Day. If the date for any
payment of principal is extended by operation of law or otherwise, interest
thereon shall be payable for such extended time.

          (b) Unless the Agent shall have received notice from a Borrower prior
to the date on which any payment is due from such Borrower to the Banks
hereunder that such Borrower will not make such payment in full, the Agent may
assume that such Borrower has made such payment in full to the Agent on such
date and the Agent may, in reliance upon such assumption, cause to be
distributed to each Bank on such due date an amount equal to the amount then due
such Bank. If and to the extent that such Borrower shall not have so made such
payment, each Bank shall repay to the Agent forthwith on demand such amount
distributed to such Bank together with interest thereon, for each day from the
date such amount is distributed to such Bank until the date such Bank repays
such amount to the Agent, at the Federal Funds Rate.

          SECTION 2.13.  FUNDING LOSSES. If a Borrower makes any payment of 
principal with respect to any Fixed Rate Loan (pursuant to Article VI or VIII or
otherwise) on any day other than the last day of the Interest Period applicable
thereto, or the last day of an applicable period fixed pursuant to Section
2.07(d), or if a Borrower fails to borrow or prepay any Fixed Rate Loans after
notice has been given to any Bank in accordance with Section 2.04(a) or


                                       26

<PAGE>   33


2.11(c), such Borrower shall reimburse each Bank on demand for any resulting
loss or expense incurred by it (or by an existing or prospective Participant in
the related Loan), including (without limitation) any loss incurred in
obtaining, liquidating or employing deposits from third parties, but excluding
loss of margin for the period after any such payment or failure to borrow or
prepay, PROVIDED that such Bank shall have delivered to such Borrower a
certificate as to the amount of such loss or expense, which certificate shall be
conclusive in the absence of manifest error.

          SECTION 2.14.  COMPUTATION OF INTEREST AND FEES. Interest based on the
Prime Rate hereunder shall be computed on the basis of a year of 365 days (or
366 days in a leap year) and paid for the actual number of days elapsed
(including the first day but excluding the last day). All other interest and all
facility fees shall be computed on the basis of a year of 360 days and paid for
the actual number of days elapsed (including the first day but excluding the
last day).

          SECTION 2.15.  JUDGMENT CURRENCY. If for the purpose of obtaining
judgment in any court it is necessary to convert a sum due from any Borrower
hereunder or under any of the Notes in Dollars into another currency, the
parties hereto agree, to the fullest extent that they may effectively do so,
that the rate of exchange used shall be that at which in accordance with normal
banking procedures the Agent could purchase Dollars with such other currency at
the Agent's New York office on the Domestic Business Day preceding that on which
final judgment is given. The obligations of each Borrower in respect of any sum
due to any Bank or the Agent hereunder or under any Note shall, notwithstanding
any judgment in a currency other than Dollars, be discharged only to the extent
that on the Domestic Business Day following receipt by such Bank or the Agent
(as the case may be) of any sum adjudged to be so due in such other currency
such Bank or the Agent (as the case may be) may in accordance with normal
banking procedures purchase Dollars with such other currency; if the amount of
Dollars so purchased is less than the sum originally due to such Bank or the
Agent, as the case may be, in Dollars, each Borrower agrees, to the fullest
extent that it may effectively do so, as a separate obligation and
notwithstanding any such judgment, to indemnify such Bank or the Agent, as the
case may be, against such loss, and if the amount of Dollars so purchased
exceeds (a) the sum originally due to any Bank or the Agent, as the case may be,
and (b) any amounts shared with other Banks as a result of allocations of such
excess as a disproportionate payment to


                                       27

<PAGE>   34


such Bank under Section 11.04, such Bank or the Agent, as the case may be,
agrees to remit such excess to the appropriate Borrower.

          SECTION 2.16.  FOREIGN WITHHOLDING TAXES AND OTHER COSTS. (a) All 
payments by an Eligible Subsidiary of principal of and interest on its Notes and
of all other amounts payable under this Agreement are payable without deduction
for or on account of any present or future taxes, duties or other charges levied
or imposed by the government of any jurisdiction outside the United States or by
any political subdivision or taxing authority thereof or therein through
withholding or deduction with respect to any such payments. If any such taxes,
duties or other charges are so levied or imposed, such Eligible Subsidiary will
pay additional interest or will make additional payments in such amounts so that
every net payment of principal of and interest on its Notes and of all other
amounts payable by it under this Agreement, after withholding or deduction for
or on account of any such present or future taxes, duties or other charges, will
not be less than the amount provided for herein. Such Eligible Subsidiary shall
furnish promptly to the Agent official receipts evidencing such withholding or
deduction.

          (b) If the cost to any Bank of making or maintaining any Loan to an
Eligible Subsidiary is increased, or the amount of any sum received or
receivable by any Bank (or its Applicable Lending Office) is reduced by an
amount deemed by such Bank to be material, by reason of the fact that such
Eligible Subsidiary is incorporated in, or conducts business in, a jurisdiction
outside the United States the Borrower shall indemnify such Bank for such
increased costs or reduction within 15 days after demand by such Bank (with a
copy to the Agent and the Company). A certificate of such Bank claiming
compensation under this subsection (b) and setting forth the additional amount
or amounts to be paid to it hereunder shall be conclusive in the absence of
manifest error.

          (c) Each Bank will promptly notify the Company and the Agent of any 
event of which it has knowledge that will entitle such Bank to additional
interest or payments pursuant to subsection (b) and will designate a different
Applicable Lending Office, if, in the judgment of such Bank, such designation
will avoid the need for, or reduce the amount of, such compensation and will not
be otherwise disadvantageous to such Bank.

          SECTION 2.17.  REGULATION D COMPENSATION. Each Bank may require any 
Borrower to pay, contemporaneously with


                                       28

<PAGE>   35


each payment of interest on the Euro-Dollar Loans to such Borrower, additional
interest on the related Euro-Dollar Loan to such Borrower of such Bank at a rate
per annum determined by such Bank up to but not exceeding the excess of (i) (A)
the applicable London Interbank Offered Rate divided by (B) one MINUS the
Euro-Dollar Reserve Percentage over (ii) the applicable London Interbank Offered
Rate. Any Bank wishing to require payment of such additional interest (x) shall
so notify such Borrower and the Agent, in which case such additional interest on
the Euro-Dollar Loans to such Borrower of such Bank shall be payable to such
Bank at the place indicated in such notice with respect to each Interest Period
commencing at least three Euro-Dollar Business Days after the giving of such
notice, and (y) shall notify such Borrower at least five Euro-Dollar Business
Days prior to each date on which interest is payable on the Euro-Dollar Loans to
such Borrower of the amount then due it under this Section.

          SECTION 2.18.  WITHHOLDING TAX EXEMPTION. At least five Domestic 
Business Days prior to the first date on which interest or fees are payable
hereunder for the account of any Bank, each Bank that is not incorporated under
the laws of the United States or a state thereof agrees that it will deliver to
each of the Company and the Agent two duly completed copies of United States
Internal Revenue Service Form 1001 or 4224, certifying in either case that such
Bank is entitled to receive payments from the Company under this Agreement and
the Notes without deduction or withholding of any United States federal income
taxes. Each Bank which so delivers a Form 1001 or 4224 further undertakes to
deliver to each of the Company and the Agent two additional copies of such form
(or a successor form) on or before the date that such form expires or becomes
obsolete or after the occurrence of any event requiring a change in the most
recent form so delivered by it, and such amendments thereto or extensions or
renewals thereof as may be reasonably requested by the Company or the Agent, in
each case certifying that such Bank is entitled to receive payments from the
Company under this Agreement and the Notes without deduction or withholding of
any United States federal income taxes, unless an event (including without
limitation any change in treaty, law or regulation) has occurred prior to the
date on which any such delivery would otherwise be required which renders all
such forms inapplicable or which would prevent such Bank from duly completing
and delivering any such form with respect to it and such Bank advises the
Company and the Agent that it is not capable of receiving such payments without
any deduction or withholding of United States federal income tax.


                                       29

<PAGE>   36


                                  ARTICLE III

                                   CONDITIONS

          SECTION 3.01.  EFFECTIVENESS. This Agreement shall become effective 
on the date that each of the following conditions shall have been satisfied (or
waived in accordance with Section 11.05):

          (a) receipt by the Agent of counterparts hereof signed by each of the
     parties hereto (or, in the case of any party as to which an executed
     counterpart shall not have been received, receipt by the Agent in form
     satisfactory to it of telegraphic, telex, facsimile transmission or other
     written confirmation from such party of execution of a counterpart hereof
     by such party);

          (b) receipt by the Agent for the account of each Bank of a duly
     executed Note of the Company dated on or before the Effective Date
     complying with the provisions of Section 2.05;

          (c) receipt by the Agent of an opinion of the General Counsel of the
     Company (or other counsel for the Company reasonably satisfactory to the
     Agent), substantially in the form of Exhibit E hereto and covering such
     additional matters relating to the transactions contemplated hereby as the
     Required Banks may reasonably request;

          (d) receipt by the Agent of an opinion of Davis Polk & Wardwell,
     special counsel for the Agent, substantially in the form of Exhibit F
     hereto and covering such additional matters relating to the transactions
     contemplated hereby as the Required Banks may reasonably request;

          (e) receipt by the Agent of all documents it may reasonably request
     relating to the existence of the Company, the corporate authority for and
     the validity of this Agreement and the Notes, and any other matters
     relevant hereto, all in form and substance satisfactory to the Agent; and

          (f) receipt by the Agent of evidence satisfactory to it of the payment
     of all principal and interest on any loans outstanding under, and of all
     other amounts payable under, the Existing Credit Agreement;


                                       30

<PAGE>   37


PROVIDED that this Agreement shall not become effective or be binding on any
party hereto unless all of the foregoing conditions are satisfied no later than
January 31, 1997. The Agent shall promptly notify the Company and the Banks of
the Effective Date, and such notice shall be conclusive and binding on all
parties hereto. The Banks that are parties to the Existing Credit Agreement,
comprising the "Required Banks" as defined therein, and the Company agree to
eliminate the requirement under Section 2.09 of the Existing Credit Agreement
that notice of optional termination of the commitments thereunder be given three
Domestic Business Days in advance, and further agree that the commitments under
the Existing Credit Agreement shall terminate in their entirety simultaneously
with and subject to the effectiveness of this Agreement and that the Company
shall be obligated to pay the accrued facility fees thereunder to but excluding
the date of such effectiveness. The Company shall, within 30 days after the
Effective Date, cause the commitments under the Duracell Credit Facility to be
terminated in their entirety and all principal, interest and other amounts
payable thereunder to be repaid in full.

          SECTION 3.02.  BORROWINGS. The obligation of any Bank to make a Loan 
on the occasion of any Borrowing is subject to the satisfaction of the following
conditions:

          (a) receipt by the Agent of a Notice of Borrowing as required by
     Section 2.02 or 2.03, as the case may be;

          (b) the fact that, immediately after such Borrowing, the aggregate
     outstanding principal amount of the Loans will not exceed the aggregate
     amount of the Commitments less the aggregate principal amount committed or
     outstanding (without duplication) under the Duracell Credit Facility;

          (c) the fact that, immediately before and after such Borrowing, no
     Default shall have occurred and be continuing; and

          (d) the fact that the representations and warranties of the Company
     and the Borrower (if other than the Company) contained in this Agreement
     (except, in the case of a Refunding Borrowing, the representations and
     warranties set forth in Sections 4.05 and 4.07 as to any matter which has
     theretofore been disclosed in writing by the Company to the Banks) shall be
     true in all material respects on and as of the date of such Borrowing.


                                       31

<PAGE>   38


Each Borrowing hereunder shall be deemed to be a representation and warranty by
the Company and the Borrower (if other than the Company) on the date of such
Borrowing as to the facts specified in clauses (b), (c) and (d) of this Section.

          SECTION 3.03.  FIRST BORROWING BY EACH ELIGIBLE SUBSIDIARY. The 
obligation of each Bank to make a Loan on the occasion of the first Borrowing by
each Eligible Subsidiary is subject to the satisfaction of the following further
conditions:

          (a) receipt by the Agent for the account of each Bank of a duly
     executed Note of such Eligible Subsidiary, dated on or before the date of
     such Borrowing complying with the provisions of Section 2.05;

          (b) receipt by the Agent of an opinion of counsel for such Eligible
     Subsidiary acceptable to the Agent, substantially in the form of Exhibit I
     hereto and covering such additional matters relating to the transactions
     contemplated hereby as the Required Banks may reasonably request; and

          (c) receipt by the Agent of all documents which it may reasonably
     request relating to the existence of such Eligible Subsidiary, the
     corporate authority for and the validity of the Election to Participate of
     such Eligible Subsidiary, this Agreement and the Notes of such Eligible
     Subsidiary, and any other matters relevant thereto, all in form and
     substance satisfactory to the Agent.

The documents referred to in this Section 3.03 shall be delivered to the Agent
by an Eligible Subsidiary no later than the date of the first Borrowing by such
Eligible Subsidiary.

                                   ARTICLE IV

                 REPRESENTATIONS AND WARRANTIES OF THE COMPANY

          The Company represents and warrants that:

          SECTION 4.01.  CORPORATE EXISTENCE AND POWER. The Company is a 
corporation duly incorporated, validly existing and in good standing under the
laws of Delaware, and has all corporate powers and all material governmental
licenses,


                                       32

<PAGE>   39


authorizations, consents and approvals required to carry on its business as now
conducted.

          SECTION 4.02.  CORPORATE AND GOVERNMENTAL AUTHORIZATION; 
CONTRAVENTION. The execution, delivery and performance by the Company of this
Agreement and its Notes are within the Company's corporate powers, have been
duly authorized by all necessary corporate action, require no action by or in
respect of, or filing with, any governmental body, agency or official and do not
contravene, or constitute a default under, any provision of applicable law or
regulation or of the certificate of incorporation or by-laws of the Company or
of any agreement, judgment, injunction, order, decree or other instrument
binding upon the Company or result in the creation or imposition of any Lien on
any asset of the Company or any of its Subsidiaries.

          SECTION 4.03.  BINDING EFFECT. This Agreement constitutes a valid and
binding agreement of the Company and its Notes, when executed and delivered in
accordance with this Agreement, will constitute valid and binding obligations of
the Company, in each case enforceable in accordance with their respective terms
except as the same may be limited by bankruptcy, insolvency or similar laws
affecting creditors' rights generally and by general principles of equity.

          SECTION 4.04.  FINANCIAL INFORMATION. (a) The consolidated balance 
sheet of the Company and its Consolidated Subsidiaries as of December 31, 1995
and the related consolidated statements of income and cash flows for the fiscal
year then ended, reported on by KPMG Peat Marwick LLP and set forth in the
Company's Annual Report to Shareholders for 1995 incorporated by reference in
the Company's 1995 Form 10-K, a copy of which has been delivered to each of the
Banks, fairly present, in conformity with generally accepted accounting
principles, the consolidated financial position of the Company and its
Consolidated Subsidiaries as of such date and their consolidated results of
operations and cash flows for such fiscal year.

          (b) The unaudited consolidated balance sheet of the Company and its
Consolidated Subsidiaries as of September 30, 1996 and the related unaudited
consolidated statements of income and cash flows for the nine months then ended,
set forth in the Company's Latest Form 10-Q, a copy of which has been delivered
to each of the Banks, fairly present, on a basis consistent with the financial
statements referred to in subsection (a) of this Section, the consolidated
financial position of the Company and its Consolidated Subsidiaries as of such
date and their


                                       33
<PAGE>   40


consolidated results of operations and cash flows for such nine-month period
(subject to normal year-end adjustments).

          SECTION 4.05.  NO MATERIAL ADVERSE CHANGE. Since September 30, 1996,
there has been no material adverse change in the business, operations or
financial condition of the Company and its Consolidated Subsidiaries, considered
as a whole.

          SECTION 4.06.  COMPLIANCE WITH ERISA. Each member of the ERISA Group 
has fulfilled its obligations under the minimum funding standards of ERISA and
the Internal Revenue Code with respect to each Plan and is in compliance in all
material respects with the presently applicable provisions of ERISA and the
Internal Revenue Code with respect to each Plan. No member of the ERISA Group
has (i) sought a waiver of the minimum funding standard under Section 412 of the
Internal Revenue Code in respect of any Plan, (ii) failed to make any
contribution or payment to any Plan or Multiemployer Plan or in respect of any
Benefit Arrangement, or made any amendment to any Plan or Benefit Arrangement,
if such failure or amendment has resulted, or there is a reasonable possibility
that it could result, in the imposition of a Lien or the posting of a bond or
other security under ERISA or the Internal Revenue Code or (iii) incurred any
liability under Title IV of ERISA other than a liability to the PBGC for
premiums under Section 4007 of ERISA.

          SECTION 4.07.  LITIGATION. Except as disclosed in the Company's 1995
Form 10-K and the Company's Latest Form 10-Q, there is no action, suit,
investigation or proceeding pending against, or to the knowledge of the Company
threatened against or affecting, the Company or any of its Subsidiaries before
any court or arbitrator or any governmental body, agency or official in which
there is a reasonable possibility of an adverse decision which could materially
adversely affect the business, operations or financial condition of the Company
and its Consolidated Subsidiaries, taken as a whole, or which in any manner
draws into question the validity of this Agreement or the Notes.

          SECTION 4.08.  TAXES. The Company has filed (or has obtained 
extensions of the time by which it is required to file) all United States
federal income tax returns and all other material tax returns required to be
filed by it and has paid all taxes shown due on the returns so filed as well as
all other material taxes, assessments and governmental charges which have become
due, except such taxes, if any, as are being contested in good faith and as to
which adequate reserves have been provided.


                                       34

<PAGE>   41


          SECTION 4.09.  FULL DISCLOSURE. All information heretofore furnished
by the Company to the Agent or any Bank for purposes of or in connection with
this Agreement or any transaction contemplated hereby is, and all such
information hereafter furnished by the Company to the Agent or any Bank will be,
true and accurate in all material respects on the date as of which such
information is stated or certified. The Company has disclosed to the Banks in
writing any and all facts which materially and adversely affect or may affect
(to the extent the Company can now reasonably foresee), the business, operations
or financial condition of the Company and its Consolidated Subsidiaries, taken
as a whole, or the ability of the Company to perform its obligations under this
Agreement.

                                   ARTICLE V

                                   COVENANTS

          The Company agrees that, so long as any Bank has any Commitment 
hereunder or any amount payable under any Note remains unpaid:

          SECTION 5.01.  INFORMATION. The Company will deliver to each of the 
Banks:

          (a) as soon as available and in any event within 90 days after the end
     of each fiscal year of the Company, a consolidated balance sheet of the
     Company and its Consolidated Subsidiaries as of the end of such fiscal year
     and the related consolidated statements of income and cash flows for such
     fiscal year, setting forth in each case in comparative form the figures for
     the-previous fiscal year, all reported on in a manner acceptable to the
     Securities and Exchange Commission by KPMG Peat Marwick LLP or other
     independent public accountants of nationally recognized standing;

          (b) as soon as available and in any event within 45 days after the end
     of each of the first three quarters of each fiscal year of the Company, (i)
     a consolidated balance sheet of the Company and its Consolidated
     Subsidiaries as of the end of such quarter, (ii) the related consolidated
     statements of income for such quarter and for the portion of the Company's
     fiscal year ended at the end of such quarter and (iii) the related
     consolidated statement of cash flows for the portion of the Company's
     fiscal year ended at the end of such quarter, setting forth in



                                       35

<PAGE>   42


     cases (ii) and (iii) in comparative form the figures for the corresponding
     quarter and the corresponding portion of the Company's previous fiscal
     year, all certified (subject to normal year-end adjustments) as to fairness
     of presentation, generally accepted accounting principles and consistency
     by the chief financial officer or the principal accounting officer of the
     Company;

          (c) simultaneously with the delivery of each set of financial
     statements referred to in clauses (a) and (b) above, a certificate of the
     chief financial officer or the principal accounting officer of the Company
     (i) setting forth in reasonable detail the calculations required to
     establish whether the Company was in compliance with the requirements of
     Section 5.05 on the date of such financial statements and (ii) stating
     whether there exists on the date of such certificate any Default and, if
     any Default then exists, setting forth the details thereof and the action
     which the Company is taking or proposes to take with respect thereto;

          (d) simultaneously with the delivery of each set of financial
     statements referred to in clause (a) above, a statement of the firm of
     independent public accountants which reported on such statements (i)
     stating whether anything has come to their attention to cause them to
     believe that there existed on the date of such statements any Default and
     (ii) confirming the calculations set forth in the officer's certificate
     delivered simultaneously therewith pursuant to clause (c) above;

          (e) forthwith upon the occurrence of any Default, a certificate of the
     chief financial officer or the principal accounting officer of the Company
     setting forth the details thereof and the action which the Company is
     taking or proposes to take with respect thereto;

          (f) promptly upon the mailing thereof to the shareholders of the
     Company generally, copies of all financial statements, reports and proxy
     statements so mailed;

          (g) promptly upon the filing thereof, copies of all registration
     statements (other than the exhibits thereto and any registration statements
     on Form S-8 or its equivalent) and annual, quarterly or monthly



                                       36

<PAGE>   43


     reports which the Company shall have filed with the Securities and Exchange
     Commission;

          (h) if and when any member of the ERISA Group (i) gives or is required
     to give notice to the PBGC of any "reportable event" (as defined in Section
     4043 of ERISA) with respect to any Plan which might reasonably constitute
     grounds for a termination of such Plan under Title IV of ERISA, or knows
     that the plan administrator of any Plan has given or is required to give
     notice of any such reportable event, a copy of the notice of such
     reportable event given or required to be given to the PBGC; (ii) receives
     notice of complete or partial withdrawal liability under Title IV of ERISA
     or notice that any Multiemployer Plan is in reorganization, is insolvent or
     has been terminated, a copy of such notice; (iii) receives notice from the
     PBGC under Title IV of ERISA of an intent to terminate, impose liability
     (other than for premiums under Section 4007 of ERISA) in respect of, or
     appoint a trustee to administer any Plan, a copy of such notice; or (iv)
     fails to make any payment or contribution to any Plan or Multiemployer Plan
     or in respect of any Benefit Arrangement or makes any amendment to any Plan
     or Benefit Arrangement, if such failure or amendment has resulted, or there
     is a reasonable possibility that it could result, in the imposition of a
     Lien or the posting of a bond or other security under ERISA or the Internal
     Revenue Code, a certificate of the chief financial officer, the principal
     accounting officer or the treasurer of the Company setting forth details as
     to such occurrence and action, if any, which the Company or applicable
     member of the ERISA Group is required or proposes to take;

          (i) promptly upon any change in the rating by Standard & Poor's
     Ratings Services or Moody's Investors Service, inc. of the Company's
     outstanding public senior unsecured long-term debt securities or the
     Company's outstanding commercial paper, a notice reporting such change and
     stating the date on which such change was announced by the relevant rating
     agency; and

          (j) from time to time such additional information regarding the
     business, operations or financial condition of the Company and its
     Subsidiaries as the Agent, at the request of any Bank, may reasonably
     request.

          SECTION 5.02.  MAINTENANCE OF PROPERTY; INSURANCE. The Company will 
keep, and will cause each Subsidiary to


                                       37

<PAGE>   44


keep, all property useful and necessary in its business in good working order
and condition, ordinary wear and tear excepted; will maintain, and will cause
each Subsidiary to maintain (either in the name of the Company or in such
Subsidiary's own name) with financially sound and reputable insurance companies,
insurance on all their property in at least such amounts and against at least
such risks as are usually insured against in the same general area by companies
of established repute engaged in the same or a similar business; and will
furnish to the Banks, upon written request from.the Agent, such information as
may be reasonably requested as to the insurance carried.

          SECTION 5.03.  CONDUCT OF BUSINESS AND MAINTENANCE OF EXISTENCE. The 
Company will preserve, renew and keep in full force and effect its corporate
existence and its rights, privileges and franchises necessary or desirable in
the normal conduct of business.

          SECTION 5.04.  COMPLIANCE WITH LAWS. The Company will comply, and 
cause each Subsidiary to comply, in all material respects with all applicable
laws, ordinances, rules, regulations, and requirements of governmental
authorities (including, without limitation, ERISA and the rules and regulations
thereunder) except where the necessity of compliance therewith is contested in
good faith by appropriate proceedings.

          SECTION 5.05.  EARNINGS TO INTEREST EXPENSE RATIO. At the end of each
fiscal quarter of the Company, the ratio of (x) Consolidated Earnings Before
Interest and Taxes for the four fiscal quarters then ended to (y) Gross Interest
Expense for the four fiscal quarters then ended will not be less than 6.50:1.

          SECTION 5.06.  NEGATIVE PLEDGE. Neither the Company nor any Subsidiary
will create, assume or suffer to exist any Lien on any asset now owned or
hereafter acquired by it, except:

          (a) Liens existing on the date hereof securing Debt outstanding on the
     date hereof in an aggregate principal amount not exceeding $25,000,000;

          (b) any Lien existing on any asset of any corporation at the time such
     corporation becomes a Subsidiary and not created in contemplation of such
     event;

          (c) any Lien on any asset securing Debt incurred or assumed for the
     purpose of financing all or any part


                                       38
<PAGE>   45


     of the cost of acquiring such asset, PROVIDED that such Lien attaches to
     such asset concurrently with or within 90 days after the acquisition
     thereof;

          (d) any Lien on any asset of any corporation existing at the time such
     corporation is merged or consolidated with or into the Company or a
     Subsidiary and not created in contemplation of such event;

          (e) any Lien existing on any asset prior to the acquisition thereof by
     the Company or a Subsidiary and not created in contemplation of such
     acquisition;

          (f) any Lien arising out of the refinancing, extension, renewal or
     refunding of any Debt secured by any Lien permitted by any of the foregoing
     clauses of this Section, PROVIDED that such Debt is not increased and is
     not secured by any additional assets;

          (g) any Lien arising pursuant to any order of attachment, distraint or
     similar legal process arising in connection with court proceedings so long
     as the execution or other enforcement thereof is effectively stayed and the
     claims secured thereby are being contested in good faith by appropriate
     proceedings;

          (h) Liens incidental to the conduct of its business or the ownership
     of its assets which (i) do not secure Debt or Derivatives Obligations and
     (ii) do not in the aggregate materially detract from the value of its
     assets or materially impair the use thereof in the operation of its
     business;

          (i) Liens on cash and cash equivalents securing Derivatives
     Obligations, PROVIDED that the aggregate amount of cash and cash
     equivalents subject to such Liens may at no time exceed $25,000,000; and

          (j) Liens not otherwise permitted by the foregoing clauses of this
     Section securing Debt in an aggregate principal amount at any time
     outstanding not to exceed 5% of Consolidated Assets.

          SECTION 5.07.  CONSOLIDATIONS, MERGERS AND SALES OF ASSETS. The 
Company will not (i) consolidate or merge with or into any other Person or (ii)
sell, lease or otherwise transfer, directly or indirectly, all or substantially
all of the assets of the Company and its Subsidiaries, taken as a whole, to any
other Person; PROVIDED that the Company may merge with a Subsidiary if (A) the
Company is the corporation surviving such merger and (B)


                                       39

<PAGE>   46


immediately after giving effect to such merger, no Default shall have occurred
and be continuing.

          SECTION 5.08.  MATERIAL SUBSIDIARY CASH FLOW. The Company will not, 
and will not permit any Material Subsidiary to, enter into any arrangement which
restricts the ability of any Material Subsidiary, directly or indirectly, to
make funds available to the Company, whether by way of dividend or other
distribution, advance or otherwise.

          SECTION 5.09.  USE OF PROCEEDS. The proceeds of Loans hereunder will 
be used by the Borrowers for their general corporate purposes, including without
limitation, any purchase, redemption, retirement or acquisition of outstanding
shares of capital stock of the Company ("Stock Repurchases"). Except for
permitted Stock Repurchases referred to in the immediately preceding sentence,
none of such proceeds will be used, directly or indirectly, for the purpose,
whether immediate, incidental or ultimate, of purchasing or carrying any "margin
stock" within the meaning of Regulation U.

                                   ARTICLE VI

                                    DEFAULTS

          SECTION 6.01.  EVENTS OF DEFAULT. If one or more of the following 
events ("Events of Default") shall have occurred and be continuing:

          (a) any principal of any Loan shall not be paid when due, or any
     interest, any fees or any other amount payable hereunder shall not be paid
     within five days of the due date thereof;

          (b) the Company shall fail to observe or perform any covenant
     contained in Sections 5.05 to 5.09, inclusive;

          (c) any Borrower shall fail to observe or perform any covenant or
     agreement contained in this Agreement (other than those covered by clause
     (a) or (b) above) for 30 days after written notice thereof has been given
     to the Company by the Agent at the request of any Bank;

          (d) any representation, warranty, certification or statement made or
     deemed to have been made by any Borrower in this Agreement or in any
     certificate,


                                       40

<PAGE>   47


     financial statement or other document delivered pursuant to this Agreement
     shall prove to have been incorrect in any material respect when made (or
     deemed made);

          (e) the Company or any Subsidiary shall fail to make any payment in
     respect of any Material Debt or any Material Financial Obligations when due
     or within any applicable grace period;

          (f) any event or condition shall occur which results in the
     acceleration of the maturity of any Material Debt or enables (or, with the
     giving of notice or lapse of time or both, would enable) the holder of such
     Debt or any Person acting on such holder's behalf to accelerate the
     maturity thereof;

          (g) the Company or any Material Subsidiary shall commence a voluntary
     case or other proceeding seeking liquidation, reorganization or other
     relief with respect to itself or its debts under any bankruptcy, insolvency
     or other similar law now or hereafter in effect or seeking the appointment
     of a trustee, receiver, liquidator, custodian or other similar official of
     it or any substantial part of its property, or shall consent to any such
     relief or to the appointment of or taking possession by any such official
     in an involuntary case or other proceeding commenced against it, or shall
     make a general assignment for the benefit of creditors, or shall fail
     generally to pay its debts as they become due, or shall take any corporate
     action to authorize any of the foregoing;

          (h) an involuntary case or other proceeding shall be commenced against
     the Company or any Material Subsidiary seeking liquidation, reorganization
     or other relief with respect to it or its debts under any bankruptcy,
     insolvency or other similar law now or hereafter in effect or seeking the
     appointment of a trustee, receiver, liquidator, custodian or other similar
     official of it or any substantial part of its property, and such
     involuntary case or other proceeding shall remain undismissed and unstayed
     for a period of 60 days; or an order for relief shall be entered against
     the Company or any Material Subsidiary under the federal bankruptcy laws as
     now or hereafter in effect;

          (i) any member of the ERISA Group shall fail to pay when due
     (including any approved extensions) an


                                       41

<PAGE>   48


     amount or amounts aggregating in excess of $50,000,000 which it shall have
     become liable to pay under Title IV of ERISA; or notice of intent to
     terminate a Material Plan shall be filed under Title IV of ERISA by any
     member of the ERISA Group, any plan administrator or any combination of the
     foregoing; or the PBGC shall institute proceedings under Title IV of ERISA
     to terminate, impose liability (other than for premiums under Section 4007
     of ERISA) in respect of, or to cause a trustee to be appointed to
     administer any Material Plan; or a condition shall exist by reason of which
     the PBGC would be entitled to obtain a decree adjudicating that any
     Material Plan must be terminated; or there shall occur a complete or
     partial withdrawal from, or a default, within the meaning of Section
     4219(c) (5) of ERISA, with respect to, one or more Multiemployer Plans
     which could cause one or more members of the ERISA Group to incur a current
     payment obligation in excess of $50,000,000;

          (j) a judgment or order for the payment of money in excess of
     $50,000,000 shall be rendered against the Company or any Material
     Subsidiary and such judgment or order shall continue unsatisfied and
     unstayed for a period of 30 days; or

          (k) any Person or two or more Persons acting in concert shall have
     acquired beneficial ownership (within the meaning of Rule 13d-3 of the
     Securities and Exchange Commission under the Securities Exchange Act of
     1934) of 30% or more of the outstanding shares of voting stock of the
     Company; or, during any two-year period, the individuals who were serving
     on the board of directors of the Company at the beginning of such period or
     who were nominated for election or elected to such board during such period
     with the affirmative vote of at least two-thirds of such individuals still
     in office cease to constitute a majority of such board;

then, and in every such event, the Agent shall (i) if requested by Banks having
more than 50% in aggregate amount of the Commitments, by notice to the Company
terminate the Commitments and they shall thereupon terminate, and (ii) if
requested by Banks holding Notes evidencing more than 50% in aggregate principal
amount of the Loans, by notice to the Company declare the Notes (together with
accrued interest thereon and all accrued fees and other amounts payable by any
Borrower hereunder) to be, and the Notes shall thereupon become, immediately due
and payable without presentment, demand, protest or other notice of any kind,
all of which are hereby waived by each Borrower; PROVIDED that in the



                                       42

<PAGE>   49


case of any of the Events of Default specified in clause (g) or (h) above with
respect to any Borrower, without any notice to any Borrower or any other act by
the Agent or the Banks, the Commitments shall thereupon terminate and the Notes
(together with accrued interest thereon and all accrued fees and other amounts
payable by any Borrower hereunder) shall become immediately due and payable
without presentment, demand, protest or other notice of any kind, all of which
are hereby waived by each Borrower.

          SECTION 6.02.  NOTICE OF DEFAULT. The Agent shall give notice to the 
Company under Section 6.01(c) promptly upon being requested to do so by any Bank
and shall thereupon notify all the Banks thereof.


                                  ARTICLE VII

                                   THE AGENT

          SECTION 7.01.  APPOINTMENT AND AUTHORIZATION. Each Bank irrevocably 
appoints and authorizes the Agent to take such action as agent on its behalf and
to exercise such powers under this Agreement and the Notes as are delegated to
the Agent by the terms hereof or thereof, together with all such powers as are
reasonably incidental thereto.

          SECTION 7.02.  AGENT AND AFFILIATES. Morgan Guaranty Trust Company of
New York shall have the same rights and powers under this Agreement as any other
Bank and may exercise or refrain from exercising the same as though it were not
the Agent, and Morgan Guaranty Trust Company of New York and its affiliates may
accept deposits from, lend money to, and generally engage in any kind of
business with any Borrower or any Subsidiary or affiliate of any Borrower as if
it were not the Agent hereunder.

          SECTION 7.03.  ACTION BY AGENT. The obligations of the Agent hereunder
are only those expressly set forth herein. Without limiting the generality of
the foregoing, the Agent shall not be required to take any action with respect
to any Default, except as expressly provided in Article VI.

          SECTION 7.04.  CONSULTATION WITH EXPERTS. The Agent may consult with
legal counsel (who may be counsel for any Borrower), independent public
accountants and other experts selected by it and shall not be liable for any
action taken or omitted to be taken by it in good faith in


                                       43

<PAGE>   50


accordance with the advice of such counsel, accountants or experts.

          SECTION 7.05.  LIABILITY OF AGENT. Neither the Agent nor any of its
affiliates nor any of their respective directors, officers, agents or employees
shall be liable for any action taken or not taken by it in connection herewith
(i) with the consent or at the request of the Required Banks (or when expressly
required hereby, all the Banks) or (ii) in the absence of its own gross
negligence or willful misconduct. Neither the Agent nor any of its affiliates
nor any of their respective directors, officers, agents or employees shall be
responsible for or have any duty to ascertain, inquire into or verify (i) any
statement, warranty or representation made in connection with this Agreement or
any borrowing hereunder; (ii) the performance or observance of any of the
covenants or agreements of any Borrower; (iii) the satisfaction of any condition
specified in Article III, except receipt of items required to be delivered to
the Agent; or (iv) the validity, effectiveness or genuineness of this Agreement,
the Notes or any other instrument or writing furnished in connection herewith.
The Agent shall not incur any liability by acting in reliance upon any notice,
consent, certificate, statement, or other writing (which may be a bank wire,
telex, facsimile transmission or similar writing) believed by it to be genuine
or to be signed by the proper party or parties. Without limiting the generality
of the foregoing, the use of the term "agent" in this Agreement with reference
to the Agent is not intended to connote any fiduciary or other implied (or
express) obligations arising under agency doctrine of any applicable law.
Instead, such term is used merely as a matter of market custom and is intended
to create or reflect only an administrative relationship between independent
contracting parties.

          SECTION 7.06.  INDEMNIFICATION. Each Bank shall, ratably in accordance
with its Commitment, indemnify the Agent, its affiliates and their respective
directors, officers, agents and employees (to the extent not reimbursed by the
Borrowers) against any cost, expense (including counsel fees and disbursements),
claim, demand, action, loss or liability (except such as result from such
indemnitees' gross negligence or willful misconduct) that such indemnitees may
suffer or incur in connection with its role as Agent hereunder or any action
taken or omitted by such indemnitees in connection therewith.

          SECTION 7.07.  CREDIT DECISION. Each Bank acknowledges that it has,
independently and without reliance upon the Agent or any other Bank, and based
on such


                                       44
<PAGE>   51


documents and information as it has deemed appropriate, made its own credit
analysis and decision to enter into this Agreement. Each Bank also acknowledges
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 decisions in taking or not taking
any action under this Agreement.

          SECTION 7.08.  SUCCESSOR AGENT. The Agent may resign at any time by 
giving notice thereof to the Banks and the Company. Upon any such resignation,
the Required Banks shall have the right to appoint a successor Agent. If no
successor Agent shall have been so appointed by the Required Banks, and shall
have accepted such appointment, within 30 days after the retiring Agent gives
notice of resignation, then the retiring Agent may, on behalf of the Banks,
appoint a successor Agent, which shall be a commercial bank organized or
licensed under the laws of the United States or of any State thereof and having
a combined capital and surplus of at least $500,000,000. Upon the acceptance of
its appointment as Agent hereunder by a successor Agent, such successor Agent
shall thereupon succeed to and become vested with all the rights and duties of
the retiring Agent, and the retiring Agent shall be discharged from its duties
and obligations hereunder. After any retiring Agent's resignation hereunder as
Agent, the provisions of this Article shall inure to its benefit as to any
actions taken or omitted to be taken by it while it was Agent.

          SECTION 7.09.  AGENT'S FEE. The Company shall pay to the Agent for 
its own account fees in the amounts and at the times previously agreed upon
between the.Company and the Agent.

                                  ARTICLE VIII

                            CHANGE IN CIRCUMSTANCES

          SECTION 8.01.  BASIS FOR DETERMINING INTEREST RATE INADEQUATE OR 
UNFAIR. If on or prior to the first day of any Interest Period for any Fixed
Rate Borrowing:

          (a) the Agent is advised by the Reference Banks that deposits in
     dollars (in the applicable amounts) are not being offered to the Reference
     Banks in the relevant market for such Interest Period, or


                                       45

<PAGE>   52


          (b) in the case of a Committed Borrowing, Banks having 50% or more of
     the aggregate amount of the Commitments advise the Agent that the Adjusted
     CD Rate or the London Interbank Offered Rate, as the case may be, as
     determined by the Agent will not adequately and fairly reflect the cost to
     such Banks of funding their CD Loans or Euro-Dollar Loans, as the case may
     be, for such Interest Period,

the Agent shall forthwith give notice thereof to the Borrowers and the Banks,
whereupon until the Agent notifies the Borrowers that the circumstances giving
rise to such suspension no longer exist, the obligations of the Banks to make CD
Loans or Euro-Dollar Loans, as the case may be, shall be suspended. Unless a
Borrower notifies the Agent at least one Domestic Business Day before the date
of any Fixed Rate Borrowing for which a Notice of Borrowing has previously been
given that it elects not to borrow on such date, (i) if such Fixed Rate
Borrowing is a Committed Borrowing, such Borrowing shall instead be made as a
Base Rate Borrowing and (ii) if such Fixed Rate Borrowing is a Money Market
LIBOR Borrowing, the Money Market LIBOR Loans comprising such Borrowing shall
bear interest for each day from and including the first day to but excluding the
last day of the Interest Period applicable thereto at the Base Rate for such
day.

          SECTION 8.02.  ILLEGALITY. If, on or after the date hereof, the 
adoption of any applicable law, rule or regulation, or any change in any
applicable law, rule or regulation, or any change in the interpretation or
administration thereof by any governmental authority, central bank or comparable
agency charged with the interpretation or administration thereof, or compliance
by any Bank (or its Euro-Dollar Lending Office) with any request or directive
(whether or not having the force of law) of any such authority, central bank or
comparable agency shall make it unlawful or impossible for any Bank (or its
Euro-Dollar Lending Office) to make, maintain or fund its Euro-Dollar Loans to
any Borrower and such Bank shall so notify the Agent, the Agent shall forthwith
give notice thereof to the other Banks and such Borrower, whereupon until such
Bank notifies such Borrower and the Agent that the circumstances giving rise to
such suspension no longer exist, the obligation of such Bank to make Euro-Dollar
Loans to such Borrower shall be suspended. Before giving any notice to the Agent
pursuant to this Section, such Bank shall designate a different Euro-Dollar
Lending Office if such designation will avoid the need for giving such notice
and will not, in the judgment of such Bank, be otherwise disadvantageous to such
Bank. If such Bank shall determine


                                       46

<PAGE>   53


that it may not lawfully continue to maintain and fund any of its outstanding
Euro-Dollar Loans to such Borrower to maturity and shall so specify in such
notice, such Borrower shall immediately prepay in full the then outstanding
principal amount of each such Euro-Dollar Loan, together with accrued interest
thereon. Concurrently with prepaying each such Euro-Dollar Loan, such Borrower
shall borrow a Base Rate Loan in an equal principal amount from such Bank (on
which interest and principal shall be payable contemporaneously with the related
Euro-Dollar Loans of the other Banks), and such Bank shall make such a Base Rate
Loan.

          SECTION 8.03.  INCREASED COST AND REDUCED RETURN. (a) If on or after 
(x) the date hereof, in the case of any Committed Loan or any obligation to make
Committed Loans or (y) the date of the related Money Market Quote, in the case
of any Money Market Loan, the adoption of any applicable law, rule or
regulation, or any change in any applicable law, rule or regulation, or any
change in the interpretation or administration thereof by any governmental
authority, central bank or comparable agency charged with the interpretation or
administration thereof, or compliance by any Bank (or its Applicable Lending
Office) with any request or directive (whether or not having the force of law)
of any such authority, central bank or comparable agency:

          (i) shall subject any Bank (or its Applicable Lending Office) to any
     tax, duty or other charge with respect to its Fixed Rate Loans, its Notes
     or its obligation to make Fixed Rate Loans, or shall change the basis of
     taxation of payments to any Bank (or its Lending Office) of the principal
     of or interest on its Fixed Rate Loans or any other amounts due under this
     Agreement in respect of its Fixed Rate Loans or its obligation to make
     Fixed Rate Loans (except for changes in the rate of tax on the overall net
     income of such Bank or its Applicable Lending Office imposed by the
     jurisdiction in which such Bank's principal executive office or Applicable
     Lending Office is located); or

          (ii) shall impose, modify or deem applicable any reserve (including,
     without limitation, any such requirement imposed by the Board of Governors
     of the Federal Reserve System, but excluding (i) with respect to any CD
     Loan any such requirement included in an applicable Domestic Reserve
     Percentage and (ii) with respect to any Euro-Dollar Loan any such
     requirement with respect


                                       47

<PAGE>   54


     to which such Bank is entitled to compensation during the relevant Interest
     Period under Section 2.17), special deposit, insurance assessment
     (excluding, with respect to any CD Loan, any such requirement reflected in
     an applicable Assessment Rate) or similar requirement against assets of,
     deposits with or for the account of, or credit extended by, any Bank (or
     its Applicable Lending Office) or shall impose on any Bank (or its
     Applicable Lending Office) or on the United States market for certificates
     of deposit or the London interbank market any other condition affecting its
     Fixed Rate Loans, its Notes or its obligation to make Fixed Rate Loans;

and the result of any of the foregoing is to increase the cost to such Bank (or
its Applicable Lending Office) of making or maintaining any Fixed Rate Loan, or
to reduce the amount of any sum received or receivable by such Bank (or its
Applicable Lending Office) under this Agreement or under its Note with respect
thereto, by an amount deemed by such Bank to be material, then, within 15 days
after demand by such Bank (with a copy to the Agent), the Company shall pay to
such Bank such additional amount or amounts as will compensate such Bank for
such increased cost or reduction.

          (b) If any Bank shall have determined that, on or after the date 
hereof, the adoption of any applicable law, rule or regulation regarding capital
adequacy, or any change in any such law, rule or regulation, or any change in
the interpretation or administration thereof by any governmental authority,
central bank or comparable agency charged with the interpretation or
administration thereof, or any request or directive regarding capital adequacy
(whether or not having the force of law) of any such authority, central bank or
comparable agency, has or would have the effect of reducing the rate of return
on capital of such Bank (or its Parent) as a consequence of such Bank's
obligations hereunder to a level below that which such Bank (or its Parent)
could have achieved but for such adoption, change, request or directive (taking
into consideration its policies with respect to capital adequacy) by an amount
deemed by such Bank to be material, then from time to time, within 15 days after
demand by such Bank (with a copy to the Agent), the Company shall pay to such
Bank such additional amount or amounts as will compensate such Bank (or its
Parent) for such reduction.

          (c) Each Bank will promptly notify the Company and the Agent of any 
event of which it has knowledge, occurring on or after the date hereof, which
will entitle


                                       48

<PAGE>   55


such Bank to compensation pursuant to this Section and will designate a
different Applicable Lending Office if such designation will avoid the need for,
or reduce the amount of, such compensation and will not, in the judgment of such
Bank, be otherwise disadvantageous to such Bank. A certificate of any Bank
claiming compensation under this Section and setting forth the additional amount
or amounts to be paid to it hereunder shall be conclusive in the absence of
manifest error. In determining such amount, such Bank may use any reasonable
averaging and attribution methods.

          SECTION 8.04.  BASE RATE LOANS SUBSTITUTED FOR AFFECTED FIXED RATE 
LOANS. If (i) the obligation of any Bank to make Euro-Dollar Loans to any
Borrower has been suspended pursuant to Section 8.02 or (ii) any Bank has
demanded compensation under Section 8.03(a) with respect to its CD Loans or
Euro-Dollar Loans and a Borrower shall, by at least three Euro-Dollar Business
Days' prior notice to such Bank through the Agent, have elected that the
provisions of this Section shall apply to such Bank, then, unless and until such
Bank notifies such Borrower that the circumstances giving rise to such
suspension or demand for compensation no longer exist:

          (a) all Loans to such Borrower which would otherwise be made by such
     Bank as CD Loans or Euro-Dollar Loans, as the case may be, shall be made
     instead as Base Rate Loans (on which interest and principal shall be
     payable contemporaneously with the related Fixed Rate Loans of the other
     Banks), and

          (b) after each of its CD Loans or Euro-Dollar Loans, as the case may
     be, to such Borrower has been repaid, all payments of principal which would
     otherwise be applied to repay such Fixed Rate Loans shall be applied to
     repay its Base Rate Loans to such Borrower instead.

                                   ARTICLE IX

                         REPRESENTATIONS AND WARRANTIES
                            OF ELIGIBLE SUBSIDIARIES

          Each Eligible Subsidiary shall be deemed by the execution and 
delivery of its Election to Participate to have represented and warranted as of
the date thereof that:


                                       49

<PAGE>   56


          SECTION 9.01.  CORPORATE EXISTENCE AND POWER. It is a corporation duly
incorporated, validly existing and in good standing under the laws of its
jurisdiction of incorporation and has all corporate powers and all material
governmental licenses, authorizations, consents and approvals required to carry
on its business as then conducted.

          SECTION 9.02.  CORPORATE AND GOVERNMENTAL AUTHORIZATION; 
CONTRAVENTION. The execution and delivery by it of its Election to Participate
and its Notes, and the performance by it of this Agreement and its Notes, are
within its corporate powers, have been duly authorized by all necessary
corporate action, require no action by or in respect of, or filing with, any
governmental body, agency or official and do not contravene, or constitute a
default under, any provision of applicable law or regulation or of its
certificate of incorporation or by-laws or of any agreement, judgment,
injunction, order, decree or other instrument binding upon the Company or such
Eligible Subsidiary or result in the creation or imposition of any Lien on any
asset of the Company or any of its Subsidiaries.

          SECTION 9.03.  BINDING EFFECT. This Agreement constitutes a valid and
binding agreement of such Eligible Subsidiary and its Notes, when executed and
delivered in accordance with this Agreement, will constitute valid and binding
obligations of such Eligible Subsidiary, in each case enforceable in accordance
with their respective terms except as the same may be limited by bankruptcy,
insolvency or similar laws affecting creditors' rights generally and by general
principles of equity.

          SECTION 9.04.  TAXES. Except as disclosed to the Banks in writing 
prior to the delivery of such Election to Participate, there is no income, stamp
or other tax of any country, or any taxing authority thereof or therein, imposed
by or in the nature of withholding or otherwise, which is imposed on any payment
to be made by such Eligible Subsidiary pursuant hereto or on its Notes, or is
imposed on or by virtue of the execution, delivery or enforcement of its
Election to Participate, this Agreement or its Notes.


                                       50

<PAGE>   57


                                   ARTICLE X

                                    GUARANTY

          SECTION 10.01.  THE GUARANTY. The Company hereby unconditionally 
guarantees the full and punctual payment (whether at stated maturity, upon
acceleration or otherwise) of the principal of and interest on each Note issued
by any Eligible Subsidiary pursuant to this Agreement, and the full and punctual
payment of all other amounts payable by any Eligible Subsidiary under this
Agreement. Upon failure by any Eligible Subsidiary to pay punctually any such
amount, the Company shall forthwith on demand pay the amount not so paid at the
place and in the manner specified in this Agreement.

          SECTION 10.02.  GUARANTY UNCONDITIONAL. The obligations of the Company
hereunder shall be unconditional and absolute and, without limiting the
generality of the foregoing, shall not be released, discharged or otherwise
affected by:

          (i) any extension, renewal, settlement, compromise, waiver or release
     in respect of any obligation of any Eligible Subsidiary under this
     Agreement or any Note, by operation of law or otherwise;

          (ii) any modification or amendment of or supplement to this Agreement
     or any Note;

          (iii) any release, impairment, non-perfection or invalidity of any
     direct or indirect security for any obligation of any Eligible Subsidiary
     under this Agreement or any Note;

          (iv) any change in the corporate existence, structure or ownership of
     any Eligible Subsidiary, or any insolvency, bankruptcy, reorganization or
     other similar proceeding affecting any Eligible Subsidiary or its assets,
     or any resultant release or discharge of the obligations of any Eligible
     Subsidiary hereunder or under any Note;

          (v) the existence of any claim, set-off or other rights which the
     Company may have at any time against any Eligible Subsidiary, the Agent,
     any Bank or any other Person, whether in connection herewith or any
     unrelated transactions, PROVIDED that nothing herein


                                       51

<PAGE>   58


     shall prevent the assertion of any such claim by separate suit or
     compulsory counterclaim;

          (vi) any invalidity or unenforceability relating to or against any
     Eligible Subsidiary for any reason of this Agreement or any Note, or any
     provision of applicable law or regulation purporting to prohibit the
     payment by any Eligible Subsidiary of the principal of or interest on any
     Note or any other amount payable by it under this Agreement; or

          (vii) any other act or omission to act or delay of any kind by any
     Eligible Subsidiary, the Agent, any Bank or any other Person or any other
     circumstance whatsoever which might, but for the provisions of this
     paragraph, constitute a legal or equitable discharge of or defense to the
     Company's obligations hereunder.

          SECTION 10.03.  DISCHARGE ONLY UPON PAYMENT IN FULL; REINSTATEMENT IN
CERTAIN CIRCUMSTANCES. The Company's obligations hereunder shall remain in full
force and effect until the Commitments shall have terminated and the principal
of and interest on the Notes and all other amounts payable by the Company and
each Eligible Subsidiary under this Agreement shall have been paid in full. If
at any time any payment of any principal of or interest on any Note or any other
amount payable by any Eligible Subsidiary under this Agreement is rescinded or
must be otherwise restored or returned upon the insolvency, bankruptcy or
reorganization of any Eligible Subsidiary or otherwise, the Company's
obligations hereunder with respect to such payment shall be reinstated at such
time as though such payment had been due but not made at such time.

          SECTION 10.04.  WAIVER BY THE COMPANY. The Company irrevocably waives
acceptance hereof, presentment; demand, protest and any notice not provided for
herein, as well as any requirement that at any time any action be taken by any
Person against any Eligible Subsidiary or any other Person.

          SECTION 10.05.  NO SUBROGATION. If the Company makes any payment under
this Article X in respect of any obligation of an Eligible Subsidiary, the
Company shall not be subrogated to the rights of the holder of such obligation
against such Eligible Subsidiary with respect to such payment.

          SECTION 10.06.  STAY OF ACCELERATION. In the event that acceleration 
of the time for payment of any amount payable by any Eligible Subsidiary under
this


                                       52

<PAGE>   59


Agreement or the Notes is stayed upon the insolvency, bankruptcy or
reorganization of such Eligible Subsidiary, all such amounts otherwise subject
to acceleration under the terms of this Agreement shall nonetheless be payable
by the Company hereunder forthwith on demand by the Agent made at the request of
the Required Banks.

                                   ARTICLE XI

                                 MISCELLANEOUS

          SECTION 11.01.  NOTICES. All notices, requests and other 
communications to any party hereunder shall be in writing (including bank wire,
telex, facsimile transmission or similar writing) and shall be given to such
party: (x) in the case of any Borrower or the Agent, at its address, facsimile
number or telex number set forth on the signature pages hereof (or, in the case
of an Eligible Subsidiary, its Election to Participate), (y) in the case of any
Bank, at its address, facsimile number or telex number set forth in its
Administrative Questionnaire or (z) in the case of any party, such other
address, facsimile number or telex number as such party may hereafter specify
for the purpose by notice to the Agent and the Company. Each such notice,
request or other communication shall be effective (i) if given by telex, when
such telex is transmitted to the telex number specified in this Section and the
appropriate answerback is received, (ii) if given by facsimile transmission,
when transmitted to the facsimile number specified in this Section and
confirmation of receipt is received, (iii) if given by mail, 72 hours after such
communication is deposited in the mails with first class postage prepaid,
addressed as aforesaid or (iv) if given by any other means, when delivered at
the address specified in this Section; PROVIDED that notices to the Agent under
Article II or Article VIII shall not be effective until received.

          SECTION 11.02.  NO WAIVERS. No failure or delay by the Agent or any 
Bank in exercising any right, power or privilege hereunder or under any Note
shall operate as a waiver thereof nor shall any single or partial exercise
thereof preclude any other or further exercise thereof or the exercise of any
other right, power or privilege. The rights and remedies herein provided shall
be cumulative and not exclusive of any rights or remedies provided by law.

          SECTION 11.03.  EXPENSES; INDEMNIFICATION. (a) The Company shall pay 
(i) all out-of-pocket expenses of the


                                       53

<PAGE>   60


Agent, including reasonable fees and disbursements of special counsel for the
Agent, in connection with the preparation of this Agreement, any waiver or
consent hereunder or any amendment hereof or any Default or alleged Default
hereunder and (ii) if an Event of Default occurs, all out-of-pocket expenses
incurred by the Agent or any Bank, including (without duplication) the
reasonable fees and disbursements of outside counsel and the allocated cost of
inside counsel, in connection with such Event of Default and collection,
bankruptcy, insolvency and other enforcement proceedings resulting therefrom.
The Company shall indemnify each Bank against any transfer taxes, documentary
taxes, assessments or charges made by any governmental authority by reason of
the execution and delivery of this Agreement, any Election to Participate or
Election to Terminate or any Note.

          (b) The Company agrees to indemnify the Agent and each Bank, their
respective affiliates and the respective directors, officers, agents and
employees of the foregoing (each an "Indemnitee") and hold each Indemnitee
harmless from and against any and all liabilities, losses, damages, costs and
expenses of any kind, including, without limitation, the reasonable fees and
disbursements of counsel, which may be incurred by such Indemnitee in connection
with any investigative, administrative or judicial proceeding (whether or not
such Indemnitee shall be designated a party thereto) brought or threatened
relating to or arising out of this Agreement or any actual or proposed use of
proceeds of Loans hereunder; provided that no Indemnitee shall have the right to
be indemnified hereunder for such Indemnitee's own gross negligence or willful
misconduct as determined by a court of competent jurisdiction.

          SECTION 11.04.  SHARING OF SET-OFFS. Each Bank agrees that if it 
shall, by exercising any right of set-off or counterclaim or otherwise, receive
payment of a proportion of the aggregate amount of principal and interest due
with respect to the Note of any Borrower held by it which is greater than the
proportion received by any other Bank in respect of the aggregate amount of
principal and interest due with respect to the Note of such Borrower held by
such other Bank, the Bank receiving such proportionately greater payment shall
purchase such participations in the Notes of such Borrower held by the other
Banks, and such other adjustments shall be made, as may be required so that all
such payments of principal and interest with respect to the Notes of such
Borrower held by the Banks shall be shared by the Banks pro rata; PROVIDED that
nothing in this Section shall impair the right of any Bank to exercise any right
of


                                       54

<PAGE>   61


set-off or counterclaim it may have and to apply the amount subject to such
exercise to the payment of indebtedness of a Borrower other than its
indebtedness hereunder. Each Borrower agrees, to the fullest extent it may
effectively do so under applicable law, that any holder of a participation in a
Note, whether or not acquired pursuant to the foregoing arrangements, may
exercise rights of set-off or counterclaim and other rights with respect to such
participation as fully as if such holder of a participation were a direct
creditor of such Borrower in the amount of such participation.

          SECTION 11.05.  AMENDMENTS AND WAIVERS. Any provision of this 
Agreement or the Notes may be amended or waived if, but only if, such amendment
or waiver is in writing and is signed by the Company and the Required Banks
(and, if the rights or duties of the Agent are affected thereby, by the Agent);
PROVIDED that no such amendment or waiver shall, unless signed by all the Banks,
(i) increase or decrease the Commitment of any Bank (except for a ratable
decrease in the Commitments of all Banks) or subject any Bank to any additional
obligation, (ii) reduce the principal of or rate of interest on any Loan or any
fees hereunder, (iii) postpone the date fixed for any payment of principal of or
interest on any Loan or any fees hereunder or for termination of any Commitment,
(iv) change the percentage of the Commitments or of the aggregate unpaid
principal amount of the Notes, or the number of Banks, which shall be required
for the Banks or any of them to take any action under this Section or any other
provision of this Agreement or (v) change the provisions of Article X; PROVIDED
FURTHER that no such amendment, waiver or modification shall, unless signed by
an Eligible Subsidiary, (w) subject such Eligible Subsidiary to any additional
obligation, (x) increase the principal of or rate of interest on any outstanding
Loan of such Eligible Subsidiary, (y) accelerate the stated maturity of any
outstanding Loan of such Eligible Subsidiary or (z) change this PROVISO.

          SECTION 11.06.  SUCCESSORS AND ASSIGNS. (a) The provisions of this 
Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns, except that no Borrower may assign
or otherwise transfer any of its rights under this Agreement without the prior
written consent of all Banks.

          (b) Any Bank may at any time grant to one or more banks or other
institutions (each a "Participant") participating interests in its Commitment or
any or all of its Loans. In the event of any such grant by a Bank of a
participating interest to a Participant, whether or not upon notice to the
Borrowers and the Agent, such Bank shall


                                       55

<PAGE>   62


remain responsible for the performance of its obligations hereunder, and the
Borrowers and the Agent shall continue to deal solely and directly with such
Bank in connection with such Bank's rights and obligations under this Agreement.
Any agreement pursuant to which any Bank may grant such a participating interest
shall provide that such Bank shall retain the sole right and responsibility to
enforce the obligations of the Borrowers hereunder including, without
limitation, the right to approve any amendment, modification or waiver of any
provision of this Agreement; PROVIDED that such participation agreement may
provide that such Bank will not agree to any modification, amendment or waiver
of this Agreement described in clause (i), (ii) or (iii) of Section 11.05
without the consent of the Participant. The Borrowers agree that each
Participant shall, to the extent provided in its participation agreement, be
entitled to the benefits of Article VIII with respect to its participating
interest. An assignment or other transfer which is not permitted by subsection
(c) or (d) below shall be given effect for purposes of this Agreement only to
the extent of a participating interest granted in accordance with this
subsection (b).

          (c) Any Bank may at any time assign to one or more banks or other
institutions (each an "Assignee") all, or a proportionate part (equivalent to an
initial Commitment of not less than $5,000,000) of all, of its rights and
obligations under this Agreement and the Notes, and such Assignee shall assume
such rights and obligations, pursuant to an Assignment and Assumption Agreement
in substantially the form of Exhibit J hereto executed by such Assignee and such
transferor Bank, with (and subject to) the subscribed consent of the Company and
the Agent; PROVIDED that if an Assignee is an affiliate of such transferor Bank
or was a Bank immediately prior to such assignment, no such consent shall be
required, but the Assignee and the transferor Bank shall provide prompt notice
of such assignment, together with information concerning addresses and related
information with respect to the Assignee, to the Agent; and PROVIDED FURTHER
that such assignment may, but need not, include rights of the transferor Bank in
respect of outstanding Money Market Loans. Upon execution and delivery of such
instrument and payment by such Assignee to such transferor Bank of an amount
equal to the purchase price agreed between such transferor Bank and such
Assignee, such Assignee shall be a Bank party to this Agreement and shall have
all the rights and obligations of a Bank with a Commitment as set forth in such
instrument of assumption, and the transferor Bank shall be released from its
obligations hereunder to a corresponding extent, and no further consent or
action by any party shall be required.


                                       56

<PAGE>   63


Upon the consummation of any assignment pursuant to this subsection (c), the
transferor Bank, the Agent and the Borrowers shall make appropriate arrangements
so that, if required, new Notes are issued to the Assignee. In connection with
any such assignment, the transferor Bank shall pay to the Agent an
administrative fee for processing such assignment in the amount of $2,500. If
the Assignee is not incorporated under the laws of the United States or a state
thereof, it shall deliver to the Company and the Agent certification as to
exemption from deduction or withholding of any United States federal income
taxes in accordance with Section 2.18.

          (d) Any Bank may at any time assign all or any portion of it's rights
under this Agreement and its Notes to a Federal Reserve Bank. No such assignment
shall release the transferor Bank from its obligations hereunder.

          (e) No Assignee, Participant or other transferee of any Bank's rights
shall be entitled to receive any greater payment under Section 8.03 or 11.03(a)
than such Bank would have been entitled to receive with respect to the rights
transferred, unless such transfer is made with the Company's prior written
consent or by reason of the provisions of Section 8.02 or 8.03 requiring such
Bank to designate a different Applicable Lending Office under certain
circumstances or at a time when the circumstances giving rise to such greater
payment did not exist.

          (f) If any Reference Bank transfers its Notes to an unaffiliated
institution, the Agent shall, in consultation with the Company and with the
consent of the Required Banks, appoint another Bank to act as a Reference Bank
hereunder.

          SECTION 11.07.  COLLATERAL. Each of the Banks represents to the Agent
and each of the other Banks that it in good faith is not relying upon any
"margin stock" (as defined in Regulation U) as collateral in the extension or
maintenance of the credit provided for in this Agreement.

          SECTION 11.08.  GOVERNING LAW; SUBMISSION TO JURISDICTION; SERVICE OF
PROCESS. This Agreement, each Election to Participate, each Election to
Terminate and each Note shall be governed by and construed in accordance with
the laws of the State of New York. Each Borrower hereby submits to the
nonexclusive jurisdiction of the United States District Court for the Southern
District of New York and of any New York State court sitting in New York City
for purposes of all legal proceedings arising out of or relating to this
Agreement or the transactions contemplated hereby.


                                       57

<PAGE>   64

Each Borrower irrevocably waives, to the fullest extent permitted by law, any
objection which it may now or hereafter have to the laying of the venue of any
such proceeding brought in such a court and any claim that any such proceeding
brought in such a court has been brought in an inconvenient forum. Each Borrower
hereby appoints CT Corporation System its authorized agent to accept and
acknowledge service of any and all processes which may be served in any suit,
action or proceeding of the nature referred to in this Section 11.08 and
consents to process being served in any such suit, action or proceeding upon CT
Corporation System in any manner or by the mailing of a copy thereof by
registered or certified mail, postage prepaid, return receipt requested, to such
Borrower's address referred to in Section 11.01; and (d) agrees that such
service (i) shall be deemed in every respect effective service of process upon
it in any such suit, action or proceeding and (ii) shall, to the fullest extent
permitted by law, be taken and held to be valid personal service upon and
personal delivery to it. A copy of any summons or complaint served on an
Eligible Subsidiary pursuant to the foregoing shall be sent to the Company by
registered or certified mail. Each Eligible Subsidiary represents and warrants
that CT Corporation System has agreed in writing to accept such appointment and
that true copies of such acceptance will be furnished to the Agent prior to or
concurrently with delivery of such Eligible Subsidiary's Election to
Participate. Nothing in this Section 11.08 shall affect the right of any Bank to
serve process in any manner permitted by law or limit the right of any Bank to
bring proceedings against the Company or any Eligible Subsidiary in the courts
of any jurisdiction or jurisdictions.

          SECTION 11.09.  COUNTERPARTS; INTEGRATION. This Agreement may be 
signed in any number of counterparts, each of which shall be an original, with
the same effect as if the signatures thereto and hereto were upon the same
instrument. This Agreement constitutes the entire agreement and understanding
among the parties hereto and supersedes any and all prior agreements and
understandings, oral or written, relating to the subject matter hereof.

          SECTION 11.10.  WAIVER OF JURY TRIAL. EACH OF THE BORROWERS, THE AGENT
AND THE BANKS HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN
ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE
TRANSACTIONS CONTEMPLATED HEREBY.


                                       58

<PAGE>   65


          IN WITNESS WHEREOF, the parties hereto have caused this Agreement to 
be duly executed by their respective authorized officers as of the day and year
first above written.

                                        THE GILLETTE COMPANY




                                        By /s/ Lloyd B. Swaim
                                           -------------------------------------
                                           Title: Vice President and
                                                  Treasurer




                                        MORGAN GUARANTY TRUST COMPANY
                                           OF NEW YORK




                                        By /s/ Sandra J.S. Kurek
                                           -------------------------------------
                                           Title: Associate


                                       59

<PAGE>   66


                                        CREDIT SUISSE



                                        By /s/ Lynn Allegaert
                                           -------------------------------------
                                           Title: Member of
                                                  Senior Management



     
                                        By /s/ David W. Kratovil
                                           -------------------------------------
                                           Title: Member of
                                                  Senior Management




                                        THE FIRST NATIONAL BANK OF BOSTON


                                        By /s/ Jack M. Harcourt
                                           -------------------------------------
                                           Title: Authorized Officer



                                        THE FIRST NATIONAL BANK OF CHICAGO


                                        By /s/ S. Thomas Knoff
                                           -------------------------------------
                                           Title: Authorized Agent



                                        FLEET NATIONAL BANK


                                        By /s/ Roger C. Boucher
                                           -------------------------------------
                                           Title: Vice President



                                        ABN AMRO BANK N.V. NEW YORK
                                        BRANCH

                                        By /s/ Frances Logan
                                           -------------------------------------
                                           Title: Vice President



                                        By /s/ John M. Kinney
                                           -------------------------------------
                                           Title: Assistant Vice President



                                       60

<PAGE>   67



                                        BANK OF AMERICA ILLINOIS              
                                        
                                      
                                        By /s/ John W. Pocalyko               
                                           -------------------------------------
                                           Title: Vice President          

                                                                              
                                        THE BANK OF NOVA SCOTIA               

                                                                              
                                        By /s/ Terry M. Pitcher               
                                           -------------------------------------
                                           Title: Authorized Signatory    

                                                                              
                                        THE CHASE MANHATTAN BANK              

                                                                              
                                        By /s/ Peter C. Eckstein              
                                           -------------------------------------
                                           Title: Vice President             

                                                                              
                                        ROYAL BANK OF CANADA                  

                                                                              
                                        By /s/ Sheryl L. Greenberg            
                                           -------------------------------------
                                           Title: Manager                    


                                        BANCA COMMERCIALE ITALIANA,           
                                        NEW YORK BRANCH                       
                                                                              

                                        By /s/ John Michalisin                
                                           -------------------------------------
                                           Title: Vice President          

                                                                              
                                        By /s/ Charles Dougherty              
                                           -------------------------------------
                                           Title: Vice President             
                                                                              
  
                                        BANK BRUSSELS LAMBERT, NEW YORK    
                                        BRANCH                                
                                                                              

                                        By /s/ John Kippax     
                                           -------------------------------------
                                           Title: Vice President          
                                                  
                            
                                        By /s/ Dominick H.J. Vangaever         
                                           -------------------------------------
                                           Title: Senior Vice President 
                                                  Credit                

                                        
                                       61

<PAGE>   68



                                        THE BANK OF TOKYO-MITSUBISHI, LTD     

                                                                              
                                        By /s/ Michael J. Cronin              
                                           -------------------------------------
                                           Title: Attorney-in-fact            

                                                                              
                                        BANQUE PARIBAS                        
                                                                              

                                        By /s/ John J. McCormick, III         
                                           -------------------------------------
                                           Title: Vice President              

                                                                              
                                        By /s/ Duane P. Helkowski             
                                           -------------------------------------
                                           Title: Assistant Vice President    
                                                                              

                                        CITIBANK, N.A.                        
                                                                              

                                        By /s/ Robert M. Spence               
                                           -------------------------------------
                                           Title: Managing Director (AIF)     

                                                                              
                                        DEUTSCHE BANK AG, NEW YORK AND/OR      
                                        CAYMAN ISLANDS BRANCHES               
                                                         
                         
                                        By /s/ Stephan A. Wiedemann           
                                           -------------------------------------
                                           Title: Vice President              

                                                                              
                                        By /s/ Thomas A. Foley                
                                           -------------------------------------
                                           Title: Assistant Vice President    
                                                                              

                                        MELLON BANK, N.A.                      
                                                     
                             
                                        By /s/ R. Jane Westrich               
                                           -------------------------------------
                                           Title: Vice President              


                                       62
<PAGE>   69



                                        THE SANWA BANK, LIMITED              
                                                                             

                                        By /s/ Yutaka Higashino             
                                           -------------------------------------
                                           Title: Senior Vice President         
                                           
                                  
                                        WACHOVIA BANK OF GEORGIA, N.A.    
                                                                  
           
                                        By /s/ Terence A. Snellings          
                                           -------------------------------------
                                           Title: Senior Vice President  
                                                                             

                                        MORGAN GUARANTY TRUST COMPANY        
                                          OF NEW YORK, as Agent              
                                           
                                  
                                        By /s/ Sandra J.S. Kurek            
                                           -------------------------------------
                                           Title: Associate                     


                                       63
<PAGE>   70

<TABLE>

                              COMMITMENT SCHEDULE
<CAPTION>

     Bank                                                     Commitment 
     ----                                                     ---------- 
                                                                  
<S>                                                         <C>              
Morgan Guaranty Trust Company of New York                   $  134,200,000   

Credit Suisse                                               $  110,000,000  
                                                                          
The First National Bank of Boston                           $   88 000,000  
                                                                          
The First National Bank of Chicago                          $   88 000,000  
                                                                          
Fleet National Bank                                         $   88 000,000  
                                                                          
ABN AMRO Bank N.V. New York Branch                          $   55 000,000  
                                                                          
Bank of America Illinois                                    $   55 000,000  
                                                                          
The Bank of Nova Scotia                                     $   55 000,000  
                                                                          
The Chase Manhattan Bank                                    $   55 000,000  
                                                                          
Royal Bank of Canada                                        $   55,000,000  
                                                                          
Banca Commerciale Iraliana, New York Branch                 $   35,200,000  
                                                                          
Bank Brussels Lambert, New York Branch                      $   35,200,000  
                                                                          
The Bank of Tokyo-Mitsubishi, Ltd                           $   35,200,000  
                                                            
Banque Paribas                                              $   35,200,000 
                                                                         
Citibank, N.A.                                              $   35,200,000 
                                                                         
Deutsche Bank AG, New York and/or                           
   Cayman Islands Branches                                  $   35,200,000

Mellon Bank, N.A.                                           $   35,200,000  
                                                                          
The Sanwa Bank, Limited                                     $   35,200,000  
                                                                          
Wachovia Bank of Georgia, N.A.                              $   35,200,000  
                                                            --------------  
                                                                         
     Total                                                  $1,100,000,000
                                                            
</TABLE>


<PAGE>   71


                                PRICING SCHEDULE
<TABLE>

          The "Euro-Dollar Margin", "CD Margin" and "Facility Fee Rate" for any
day are the respective per annum percentages set forth below in the applicable
row under the column corresponding to the Status that exists on such day:
<CAPTION>

====================================================================================================
                         Level           Level            Level             Level           Level
Status                     I               II              III               IV               V
----------------------------------------------------------------------------------------------------
<S>                      <C>             <C>              <C>               <C>             <C>
Facility Fee
Rate                     0.055%          0.070%           0.080%            0.090%          0.1375%
----------------------------------------------------------------------------------------------------
Euro-Dollar
Margin
                         0.120%          0.130%           0.170%            0.185%          0.2625%
----------------------------------------------------------------------------------------------------
CD Margin                0.245%          0.255%           0.295%            0.310%          0.3875%
====================================================================================================
</TABLE>

          For purposes of this Schedule, the following terms have the following
meanings:

          "Level I Status" exists at any date if, at such date, the Company's
long-term debt is rated AA- or higher by S&P or Aa3 OR higher by Moody's.

          "Level II Status" exists at any date if, at such date, (i) the 
Company's long-term debt is rated A OR higher by S&P or A2 or higher by Moody's
and (ii) Level I Status does not exist.

          "Level III Status" exists at any date if, at such date, (i) the 
Company's long-term debt is rated A- OR higher by S&P or A3 or higher by Moody's
and (ii) neither Level I Status nor Level II Status exists.

          "Level IV Status" exists at any date if, at such date, (i) the 
Company's long-term debt is rated BBB+ OR higher by S&P or Baal or higher by
Moody's and (ii) none of Level I Status, Level II Status and Level III Status
exists.


<PAGE>   72


          "Level V Status" exists at any date if, at such date, no other Status
exists.

          "Moody's" means Moody's Investors Service, Inc.

          "S&P" means Standard & Poor's Ratings Services

          "Status" refers to the determination of which of Level I Status, 
Level II Status, Level III Status, Level IV Status or Level V Status exists at
any date.

The credit ratings to be utilized for purposes of this Schedule are those
assigned to the senior unsecured long-term debt securities of the Company
without third-party credit enhancement, and any rating assigned to any other
debt security of the Company shall be disregarded. The rating in effect at any
date is that in effect at the close of business on such date.


                                       2


<PAGE>   73


                                                                      EXHIBIT A

                                      NOTE

                                                             New York, New York
                                                                         , 19

          For value received, [name of Borrower], a [jurisdiction of 
incorporation] corporation (the "Borrower"), promises to pay to the order of
(the "Bank"), for the account of its Applicable Lending Office, the unpaid
principal amount of each Loan made by the Bank to the Borrower pursuant to the
Credit Agreement referred to below on the last day of the Interest Period
relating to such Loan. The Borrower promises to pay interest on the unpaid
principal amount of each such Loan on the dates and at the rate or rates
provided for in the Credit Agreement. All such payments of principal and
interest shall be made in lawful money of the United States in Federal or other
immediately available funds at the office of Morgan Guaranty Trust Company of
New York, 60 Wall Street, New York, New York.

          All Loans made by the Bank, the respective types and maturities 
thereof and all repayments of the principal thereof shall be recorded by the
Bank and, if the Bank so elects in connection with any transfer or enforcement
hereof, appropriate notations to evidence the foregoing information with respect
to each such Loan then outstanding may be endorsed by the Bank on the schedule
attached hereto, or on a continuation of such schedule attached to and made a
part hereof; PROVIDED that the failure of the Bank to make any such recordation
or endorsement shall not affect the obligations of the Borrower hereunder or
under the Credit Agreement.

          This note is one of the Notes referred to in the Multi-Year Credit
Agreement dated as of December 20, 1996


<PAGE>   74


among The Gillette Company, the banks listed on the signature pages thereof and
Morgan Guaranty Trust Company of New York, as Agent (as the same may be amended
from time to time, the "Credit Agreement"). Terms defined in the Credit
Agreement are used herein with the same meanings. Reference is made to the
Credit Agreement for provisions for the prepayment hereof and the acceleration
of the maturity hereof.

          The Gillette Company has, pursuant to the provisions of the Credit
Agreement, unconditionally guaranteed the payment in full of the principal of
and interest on this note.*

                                             [NAME OF BORROWER]




                                             By
                                               --------------------------------
                                               Title:






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

     * To be deleted in case of Notes executed and delivered by the Company.


                                       2

<PAGE>   75


                                 Note (cont'd)

                        LOANS AND PAYMENTS OF PRINCIPAL

--------------------------------------------------------------------------------
                                      Amount of                               
          Amount of      Type of      Principal       Maturity       Notation
Date      Loan           Loan         Repaid          Date           Made By 
--------------------------------------------------------------------------------

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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



                                       3
<PAGE>   76


                                                                      EXHIBIT B


                       Form of Money Market Quote Request
                       ----------------------------------



                                             [Date]

To:           Morgan Guaranty Trust Company of New York 
           (the "Agent")                                 

From:         [Name of Borrower]

Re:           Multi-Year Credit Agreement (the "Credit Agreement") dated 
              as of December 20, 1996 among The Gillette Company, the    
              Banks listed on the signature pages thereof and the Agent  
              

     We hereby give notice pursuant to Section 2.03 of the Credit Agreement that
we request Money Market Quotes for the following proposed Money Market
Borrowing(s):

Date of Borrowing: _____________________


Principal Amount*             Interest Period**                Maturity Date
-----------------             -----------------                -------------

$


     Such Money Market Quotes should offer a Money Market [Margin] [Absolute
Rate]. [The applicable base rate is the London Interbank Offered Rate.]

     *Amount must be $15,000,000 or a larger multiple of $1,000,000.

     **Not less than one month (LIBOR Auction) or not less than 15 days
(Absolute Rate Auction), subject to the provisions of the definition of Interest
Period.


<PAGE>   77


     Terms used herein have the meanings assigned to them in the Credit
Agreement.

                                             [NAME OF BORROWER]




                                             By _____________________
                                                Title:



                                       2
<PAGE>   78


                                                                       EXHIBIT C


                   Form of Invitation for Money Market Quotes
                   ------------------------------------------

To:           [Name of Bank]
 
Re:           Invitation for Money Market Quotes to [Name 
              of Borrower] (the "Borrower")               
              

     Pursuant to Section 2.03 of the Multi-Year Credit Agreement dated as of
December 20, 1996 among The Gillette Company, the Banks parties thereto and the
undersigned, as Agent, we are pleased on behalf of the Borrower to invite you to
submit Money Market Quotes to the Borrower for the following proposed Money
Market Borrowing(s):


Date of Borrowing: ___________________


Principal Amount               Interest Period                Maturity Date
----------------               ---------------                -------------

$
 

     Such Money Market Quotes should offer a Money Market [Margin] [Absolute
Rate]. [The applicable base rate is the London Interbank Offered Rate.]

     Please respond to this invitation by no later than [2:00 P.M.] [9:30 A.M.]
(New York City time) on [date].



                                             MORGAN GUARANTY TRUST COMPANY
                                                OF NEW YORK



                                             By
                                               -------------------------------
                                               Authorized Officer


<PAGE>   79


                                                                      EXHIBIT D



                           Form of Money Market Quote
                           --------------------------

To:             Morgan Guaranty Trust Company of New York, 
           as Agent                                        

Re:             Money Market Quote to [Name of Borrower]
                (the "Borrower")                        
                

     In response to your invitation on behalf of the Borrower dated _____, 19 ,
we hereby make the following Money Market Quote on the following terms:

1.   Quoting Bank: ____________________________

2.   Person to contact at Quoting Bank:


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

3.   Date of Borrowing: ________________________*

4.   We hereby offer to make Money Market Loan(s) in the following principal
     amounts, for the following Interest Periods and at the following rates:


Principal              Interest               Money Market                    
Amount**               Period***              [Margin****] [Absolute Rate*****]
--------               ---------              ---------------------------------
                                              
$

$


     [Provided, that the aggregate principal amount of Money Market Loans for
     which the above offers may be accepted shall not exceed $_____.]**
-----------
* As specified in the related Invitation.
** Principal amount bid for each Interest Period may not exceed principal
amount requested. Specify aggregate limitation if the sum of the individual
offers exceeds the

     (notes continued on following page)


<PAGE>   80


     We understand and agree that the offer(s) set forth above, subject to the
satisfaction of the applicable conditions set forth in the Multi-Year Credit
Agreement dated as of December 20, 1996 among The Gillette Company, the Banks
listed on the signature pages thereof and yourselves, as Agent, irrevocably
obligates us to make the Money Market Loan(s) for which any offer(s) are
accepted, in whole or in part.


                                             Very truly yours,

                                             [NAME OF BANK]



Dated: __________________________             By: _____________________________
                                                  Authorized Officer
















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

amount the Bank is willing to lend. Bids must be made for $5,000,000 or a larger
multiple of $1,000,000.

  *** Not less than one month or not less than 15 days, as specified in the
related Invitation. No more than five bids are permitted for each Interest
Period.

 **** Margin over or under the London Interbank Offered Rate determined for the
applicable Interest Period. Specify percentage (to the nearest 1/10,000 of 1%)
and specify whether "PLUS" or "MINUS". 

***** Specify rate of interest per annum (to the nearest 1/10,000th of 1%).


                                       2

<PAGE>   81


                                                                      EXHIBIT E

                                   OPINION OF
                            COUNSEL FOR THE COMPANY
                            -----------------------

                                                               [Effective Date]



To the Banks and the Agent
  Referred to Below
c/o Morgan Guaranty Trust Company
  of New York, as Agent
60 Wall Street
New York, New York 10260

Dear Sirs:


          I am Vice Chairman of the Board of The Gillette Company (the
"Company"), and I am rendering this opinion pursuant to Section 3.01(c) of the
Multi-Year Credit Agreement dated as of December 20, 1996 among the Company, the
banks parties thereto and Morgan Guaranty Trust Company of New York, as Agent
(the "Credit Agreement"). Terms defined in the Credit Agreement are used herein
as therein defined.

          I have examined or caused to be examined by counsel retained by or on
the staff of the Company, among other things, originals or copies, certified or
otherwise identified to my satisfaction, of such documents, corporate records,
certificates of public officials and other instruments and have conducted or
have had conducted such other investigations of fact and law as I have deemed
necessary or advisable for purposes of this opinion.

          I am admitted to practice in the State of Ohio and the Commonwealth of
Massachusetts. No opinion is expressed herein with respect to or as to the
effect of any laws other than the laws of the Commonwealth of Massachusetts, the
federal laws of the United States of America and the General Corporation Law of
the State of Delaware.

          Upon the basis of the foregoing, I am of the opinion that:


<PAGE>   82


          1. The Company is a corporation duly incorporated, validly existing 
and in Good standing under the laws of Delaware and has all corporate powers and
all material governmental licenses, authorizations, consents and approvals
required to carry on its business as now conducted.

          2. The execution, delivery and performance by the Company of the 
Credit Agreement and the Notes issued by it are within the Company's corporate
powers, have been duly authorized by all necessary corporate action, require no
action by or in respect of, or filing with, any Governmental body, agency or
official and do not contravene, or constitute a default under, any provision of
applicable law or regulation or of the certificate of incorporation or by-laws
of the Company or of any agreement, judgment, injunction, order, decree or other
instrument binding upon the Company and known to me or, to the best of my
knowledge, result in the creation or imposition of any Lien on any asset of the
Company or any of its Subsidiaries.

          3. The provision in Section 11.08 of the Credit Agreement that the 
Credit Agreement and each Note shall be construed in accordance with and
Governed by the law of the State of New York is a valid choice of law provision
under Massachusetts law and should be respected by a court sitting in
Massachusetts.

          4. If a court sitting in Massachusetts were to apply Massachusetts 
law as the law Governing the Credit Agreement and the Notes, the Credit
Agreement would constitute a valid and binding agreement of the Company and the
Notes issued by it would constitute valid and binding obligations of the
Company, in each case enforceable in accordance with their respective terms.

          5. Except as disclosed in the Company's 1995 Form 10-K and the 
Company's Latest Form 10-Q, there is no action, suit or proceeding pending
against, or to the best of my knowledge threatened against or affecting, the
Company or any of its Subsidiaries before any court or arbitrator or any
Governmental body, agency or official, in which there is a reasonable
possibility of an adverse decision which could materially adversely affect the
business, operations or financial condition of the Company and its Consolidated
Subsidiaries, considered as a whole, or which in any manner draws into question
the validity of the Credit Agreement or the Notes.

          My opinion in paragraph 4 above as to the enforceability of the Credit
Agreement and the Notes issued


                                       2
<PAGE>   83


by the Company is subject to bankruptcy, insolvency, reorganization, moratorium
or similar laws affecting the enforceability of creditors' rights in general,
usury laws and the general principles of equity (regardless of whether such
enforceability is considered in a proceeding in equity or at law). With respect
to the foregoing, I express no opinion, however, as to the enforceability of
Section 11.03(b) of the Credit Agreement to the extent the rights to
indemnification provided for therein are violative of any law, rule or
regulation (including any federal or state securities law, rule or regulation)
or public policy.

          To the extent that the obligations of the Company may be dependent 
upon such matters, I assume for purposes of this opinion that each Bank is duly
incorporated, validly existing and in good standing under the laws of its
jurisdiction of incorporation; and that the Credit Agreement has been duly
authorized, executed and delivered by the Banks and constitutes the legal, valid
and binding obligation of the Banks, enforceable against the Banks in accordance
with its terms. I do not express any opinion as to the effect of the compliance
by any of the Banks with any state or federal laws or as to the regulatory
status or nature of the business of any of the Banks.

          This opinion is rendered solely to you in connection with the above 
matter. This opinion may not be relied upon by you for any other purpose or
relied upon by any other person without my prior written consent.

                                             Very truly yours,



                                             Joseph E. Mullaney



                                       3
<PAGE>   84


                                                                      EXHIBIT F


                                   OPINION OF
                     DAVIS POLK & WARDWELL, SPECIAL COUNSEL
                                  FOR THE AGENT
                     --------------------------------------


                                                               [Effective Date]

To the Banks and the Agent
  Referred to Below
c/o Morgan Guaranty Trust Company
  of New York, as Agent
60 Wall Street
New York, New York 10260

Dear Sirs:

          We have participated in the preparation of the Multi-Year Credit 
Agreement (the "Credit Agreement") dated as of December 20, 1996 among The
Gillette Company, a Delaware corporation (the "Company"), the banks parties
thereto (the "Banks") and Morgan Guaranty Trust Company of New York, as Agent
(the "Agent"), and have acted as special counsel for the Agent for the purpose
of rendering this opinion pursuant to Section 3.01(d) of the Credit Agreement.
Terms defined in the Credit Agreement are used herein as therein defined.

          We have examined originals or copies, certified or otherwise 
identified to our satisfaction, of such documents, corporate records,
certificates of public officials and other instruments and have conducted such
other investigations of fact and law as we have deemed necessary or advisable
for purposes of this opinion.

          Upon the basis of the foregoing, we are of the opinion that:

          1. The execution, delivery and performance by the Company of the 
Credit Agreement and its Notes are within the Company's corporate powers and
have been duly authorized by all necessary corporate action.


<PAGE>   85


          2. The Credit Agreement constitutes a valid and binding agreement of
the Company and each Note issued by it constitutes a valid and binding
obligation of the Company, in each case enforceable in accordance with its
terms, except as the same may be limited by bankruptcy, insolvency or similar
laws affecting creditors' rights generally and by general principles of equity.

          We are members of the Bar of the State of New York and the foregoing
opinion is limited to the laws of the State of New York, the federal laws of the
United States of America and the General Corporation Law of the State of
Delaware. In giving the foregoing opinion, we express no opinion as to the
effect (if any) of any law of any jurisdiction (except the State of New York)
in which any Bank is located which limits the rate of interest that such Bank
may charge or collect.

          This opinion is rendered solely to you in connection with the above 
matter. This opinion may not be relied upon by you for any other purpose or
relied upon by any other person without our prior written consent.

                                             Very truly yours,


                                       2

<PAGE>   86


                                                                      EXHIBIT G


                        FORM OF ELECTION TO PARTICIPATE




                                                   , 19

MORGAN GUARANTY TRUST COMPANY
   OF NEW YORK, as Agent for
   the Banks named in the Multi-
   Year Credit Agreement dated as of December 20, 1996 
   among The Gillette Company, 
   such Banks and such Agent (as amended 
   from time to time, the "Credit Agreement")

Dear Sirs:

          Reference is made to the Credit Agreement described above. Terms not
defined herein which are defined in the Credit Agreement shall have for the
purposes hereof the meaning provided therein.

          The undersigned, [name of Eligible Subsidiary], a [jurisdiction of
incorporation] corporation, hereby elects to be an Eligible Subsidiary for
purposes of the Credit Agreement, effective from the date hereof until an
Election to Terminate shall have been delivered on behalf of the undersigned in
accordance with the Credit Agreement. The undersigned confirms that the
representations and warranties set forth in Article IX of the Credit Agreement
are true and correct &s to the undersigned as of the date hereof, and the
undersigned hereby agrees to perform all the obligations of an Eligible
Subsidiary under, and to be bound in all respects by the terms of, the Credit
Agreement, including without limitation Sections 11.08 and 11.10 thereof, as if
the undersigned were a signatory party thereto.

          [Tax disclosure pursuant to Section 9.04, if any]


<PAGE>   87


          The address to which all notices to the undersigned Eligible 
Subsidiary under the Credit Agreement should be directed is:         . This
instrument shall be construed in accordance with and governed by the laws of
the State of New York.

                                             Very truly yours,

                                             [NAME OF ELIGIBLE SUBSIDIARY]



                                             By _______________________________
                                                   Title:



          The undersigned hereby confirms that [name of Eligible Subsidiary] is
an Eligible Subsidiary for purposes of the Credit Agreement described above.



                                             THE GILLETTE COMPANY



                                             By _______________________________
                                                   Title:



          Receipt of the above Election to Participate is hereby acknowledged 
on and as of the date set forth above.



                                             MORGAN GUARANTY TRUST COMPANY
                                                OF NEW YORK, as Agent



                                             By _______________________________
                                                   Title:


<PAGE>   88


                                                                      EXHIBIT H

                         FORM OF ELECTION TO TERMINATE



                                                 , 19

MORGAN GUARANTY TRUST COMPANY
   OF NEW YORK; as Agent for
   the Banks named in the Multi-Year Credit
   Agreement dated as of
   December 20, 1996 among The Gillette 
   Company, such Banks and such Agent 
   (as amended from time to time, 
   the "Credit Agreement")

Dear Sirs:

          Reference is made to the Credit Agreement described above. Terms not
defined herein which are defined in the Credit Agreement shall have for the
purposes hereof the meaning provided therein.

          The undersigned, [name of Eligible Subsidiary], a [jurisdiction of
incorporation] corporation, hereby elects to terminate its status as an Eligible
Subsidiary for purposes of the Credit Agreement, effective as of the date
hereof. The undersigned hereby represents and warrants that all principal and
interest on all Notes of the undersigned and all other amounts payable by the
undersigned pursuant to the Credit Agreement have been paid in full on or prior
to the date hereof. Notwithstanding the foregoing, this Election to Terminate
shall not affect any obligation of the undersigned under the Credit Agreement or
under any Note heretofore incurred.

          This instrument shall be construed in accordance with and governed by
the laws of the State of New York.


                                                  Very truly yours,


                                                  [NAME OF ELIGIBLE SUBSIDIARY]

<PAGE>   89


                                                  By __________________________
                                                         Title:



          The undersigned hereby confirms that the status of [name of Eligible
Subsidiary] as an Eligible Subsidiary for purposes of the Credit Agreement
described above is terminated as of the date hereof.


                                                  THE GILLETTE COMPANY



                                                  By __________________________
                                                         Title:



          Receipt of the above Election to Terminate is hereby acknowledged on 
and as of the date set forth above.


                                                  MORGAN GUARANTY TRUST COMPANY
                                                     OF NEW YORK, as Agent



                                                  By __________________________
                                                         Title:



                                       2

<PAGE>   90


                                                                      EXHIBIT I



                                   OPINION OF
                            COUNSEL FOR THE BORROWER
                     (BORROWINGS BY ELIGIBLE SUBSIDIARIES)


                                                                        [date]
To the Banks and the Agent
  Referred to Below
c/o Morgan Guaranty Trust Company
  of New York, as Agent
60 Wall Street
New York, New York 10260


Dear Sirs:

          I am counsel to [name of Eligible Subsidiary, jurisdiction of
incorporation] (the "Borrower") and give this opinion pursuant to Section
3.03(b) of the Multi-Year Credit Agreement (as amended to the date hereof, the
"Credit Agreement") dated as of December 20, 1996 among The Gillette Company
(the "Company"), the banks parties thereto and Morgan Guaranty Trust Company of
New York, as Agent. Terms defined in the Credit Agreement are used herein as
therein defined.

          I have examined originals or copies, certified or otherwise identified
to my satisfaction, of such documents, corporate records, certificates of public
officials and other instruments and have conducted such other investigations of
fact and law as I have deemed necessary or advisable for purposes of this
opinion.

          Upon the basis of the foregoing, I am of the opinion that:

          1. The Borrower is a corporation validly existing and in good standing
under the laws of [jurisdiction of incorporation] and is a Substantially-Owned
Consolidated Subsidiary of the Company.

          2. The execution and delivery by the Borrower of its Election to
Participate and its Notes and the performance by the Borrower of the Credit
Agreement and its




<PAGE>   91


Notes are within the Borrower's corporate powers, have been duly authorized by
all necessary corporate action, require no action by or in respect of, or filing
with, any governmental body, agency or official and do not contravene, or
constitute a default under, any provision of applicable law or regulation or of
the certificate of incorporation or by-laws of the Borrower or of any agreement,
judgment, injunction, order, decree or other instrument binding upon the
Borrower.

          3. The execution and delivery by the Borrower of its Election to
Participate and its Notes and the performance by the Borrower of the Credit
Agreement and its Notes do not contravene, or constitute a default under, any
provision of any agreement, judgment, injunction, order, decree or other
instrument binding upon the Company or any of its Subsidiaries and known to me
or, to the best of my knowledge, result in the creation or imposition of any
Lien on any asset of the Company or any of its Subsidiaries.*

          4. The Credit Agreement constitutes a valid and binding agreement of
the Borrower and its Notes constitute valid and binding obligations of the
Borrower, in each case enforceable in accordance with their respective terms,
except as the same may be limited by bankruptcy, insolvency or similar laws
affecting creditors' rights generally and by general principles of equity.

                                              Very truly yours,


--------------------------
     * The opinion in this paragraph may be given by Counsel for the Company.


                                       2

<PAGE>   92


                                                                      EXHIBIT J

                      ASSIGNMENT AND ASSUMPTION AGREEMENT

          AGREEMENT dated as of __________ , 19__ among [ASSIGNOR] (the
"Assignor"), [ASSIGNEE] (the "Assignee"), THE GILLETTE COMPANY (the "Company")
and MORGAN GUARANTY TRUST COMPANY OF NEW YORK, as Agent (the "Agent").

                               W I T N E S S E T H
                               - - - - - - - - - -

          WHEREAS, this Assignment and Assumption Agreement (the "Agreement")
relates to the Multi-Year Credit Agreement dated as of December 20, 1996 among
the Company, the Assignor and the other Banks party thereto, as Banks, and the
Agent (as amended and in effect on the date hereof, the "Credit Agreement");

          WHEREAS, as provided under the Credit Agreement, the Assignor has a
Commitment to make Loans in an aggregate principal amount at any time
outstanding not to exceed $__________ ;

          WHEREAS, Committed Loans made by the Assignor under the Credit
Agreement in the aggregate principal amount of $__________ are outstanding at
the date hereof; and

          WHEREAS, the Assignor proposes to assign to the Assignee all of the
rights of the Assignor under the Credit Agreement in respect of [a portion of]
its Commitment thereunder in an amount equal to $__________ (the "Assigned
Amount"), together with [a corresponding portion of] its outstanding Committed
Loans, and the Assignee proposes to accept assignment of such rights and assume
the corresponding obligations from the Assignor on such terms;

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

          SECTION 1. DEFINITIONS. All capitalized terms not otherwise defined
herein shall have the respective meanings set forth in the Credit Agreement.



<PAGE>   93


          SECTION 2. ASSIGNMENT. The Assignor hereby assigns and sells to the
Assignee all of the rights of the Assignor under the Credit Agreement to the
extent of the Assigned Amount, and the Assignee hereby accepts such assignment
from the Assignor and assumes all of the obligations of the Assignor under the
Credit Agreement to the extent of the Assigned Amount, including the purchase
from the Assignor of the corresponding portion of the principal amount of the
Committed Loans made by the Assignor outstanding at the date hereof. Upon the
execution and delivery hereof by the Assignor, the Assignee, the Company and the
Agent and the payment of the amounts specified in Section 3 required to be paid
on the date hereof (i) the Assignee shall, as of the date hereof, succeed to the
rights and be obligated to perform the obligations of a Bank under the Credit
Agreement with a Commitment in an amount equal to the Assigned Amount, and (ii)
the Commitment of the Assignor shall, as of the date hereof, be reduced by a
like amount and the Assignor released from its obligations under the Credit
Agreement to the extent such obligations have been assumed by the Assignee. The
assignment provided for herein shall be without recourse to the Assignor.

          SECTION 3. PAYMENTS. As consideration for the assignment and sale
contemplated in Section 2 hereof, the Assignee shall pay to the Assignor on the
date hereof in Federal funds the amount heretofore agreed between them.* It is
understood that commitment and/or facility fees accrued to the date hereof 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

          [SECTION 4. CONSENT OF THE COMPANY AND THE AGENT. This Agreement is
conditioned upon the consent of the Company and the Agent pursuant to Section
11.06(c) of the Credit Agreement. The execution of this Agreement by the


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

        * Amount should combine principal together with accrued interest and
breakage compensation, if any, to be paid by the Assignee, net of any portion of
any upfront fee to be paid by the Assignor to the Assignee. It may be preferable
in an appropriate case to specify these amounts generically or by formula rather
than as a fixed sum.

                                       2

<PAGE>   94


Company and the Agent is evidence of this consent. Pursuant to Section 11.06(c)
the Borrower agrees to execute and deliver a Note [and to cause each Eligible
Subsidiary to execute and deliver a Note] payable to the order of the Assignee
to evidence the assignment and assumption provided for herein.]*

          SECTION 5. NON-RELIANCE ON ASSIGNOR. The Assignor makes no
representation or warranty in connection with, and shall have no responsibility
with respect to, the solvency, financial condition, or statements of any
Borrower, or the validity and enforceability of the obligations of any Borrower
in respect of the Credit Agreement or any Note. The Assignee acknowledges that
it has, independently and without reliance on the Assignor, and based on such
documents and information as it has deemed appropriate, made its own credit
analysis and decision to enter into this Agreement and will continue to be
responsible for making its own independent appraisal of the business, affairs
and financial condition of the Borrowers.

          SECTION 6. GOVERNING LAW. This Agreement shall be governed by and
construed in accordance with the laws of the State of New York.

          SECTION 7. COUNTERPARTS. This Agreement may be signed in any number of
counterparts, each of which shall be an original, with the same effect as if the
signatures thereto and hereto were upon the same instrument.

          IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed and delivered by their duly authorized officers as of the date first
above written.


                                                  [ASSIGNOR]


                                                  By
                                                     ---------------------
                                                     Title:

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

        * Consent is required if the Assignee is not an affiliate of the
Assignor and was not a Bank immediately prior to the assignment.


                                        3


<PAGE>   95


                                                  [ASSIGNEE]

                                                  By
                                                      ---------------------
                                                      Title:

                                                  [THE GILLETTE COMPANY]

                                                  By
                                                      ---------------------
                                                      Title:

                                                  MORGAN GUARANTY TRUST COMPANY
                                                    OF NEW YORK

                                                  By
                                                      ---------------------
                                                      Title:



                                       4
<PAGE>   96
                                                                  CONFORMED COPY







                                  $400,000,000



                            364-DAY CREDIT AGREEMENT

                                  dated as of

                               December 20, 1996

                                     among

                             The Gillette Company,

                            The Banks Listed Herein

                                      and

                   Morgan Guaranty Trust Company of New York,
                                    as Agent


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

                          J.P. Morgan Securities Inc.,
                                    Arranger


<PAGE>   97


                               TABLE OF CONTENTS*

                                                                         Page

               The parties hereto agree as follows:


                                   ARTICLE I

                                  DEFINITIONS

SECTION 1.01.  Definitions .............................................    1
SECTION 1.02.  Accounting Terms and Determinations .....................   13
SECTION 1.03.  Types of Borrowings .....................................   13

                                   ARTICLE II

                                  THE CREDITS

SECTION 2 01.  Commitments to Lend .....................................   14
SECTION 2 02.  Notice of Committed Borrowing ...........................   14
SECTION 2 03.  Money Market Borrowings .................................   14
SECTION 2 04.  Notice to Banks; Funding of Loans .......................   19
SECTION 2 05.  Notes ...................................................   20
SECTION 2 06.  Maturity of Loans .......................................   20
SECTION 2 07.  Interest Rates ..........................................   21
SECTION 2 08.  Facility Fee ............................................   24
SECTION 2 09.  Termination or Reduction of Commitments .................   25
SECTION 2 10.  Scheduled Termination of Commitments ....................   25
SECTION 2 11.  Optional Prepayments ....................................   25
SECTION 2 12.  General Provisions as to Payments .......................   26
SECTION 2 13.  Funding Losses ..........................................   26
SECTION 2.14.  Computation of Interest and Fees ........................   27
SECTION 2.15.  Judgment Currency .......................................   27
SECTION 2.16.  Foreign Withholding Taxes and Other Costs................   28
SECTION 2.17.  Regulation D Compensation ...............................   28
SECTION 2.18.  Withholding Tax Exemption ...............................   29

                                  ARTICLE III

                                   CONDITIONS

SECTION 3.01.  Effectiveness ...........................................   30
SECTION 3.02.  Borrowings ..............................................   31

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

     *The Table of Contents is not a part of this Agreement.


                                       i




<PAGE>   98


                                                                         Page
                                                                         ----


SECTION 3.03.  First Borrowing by Each Eligible Subsidiary .............   32

                                   ARTICLE IV

                 REPRESENTATIONS AND WARRANTIES OF THE COMPANY

SECTION 4.01.  Corporate Existence and Power ...........................   32
SECTION 4.02.  Corporate and Governmental Authorization;
               Contravention ...........................................   33
SECTION 4.03.  Binding Effect ..........................................   33
SECTION 4 04.  Financial Information ...................................   33
SECTION 4 05.  No Material Adverse Change ..............................   34
SECTION 4 06.  Compliance with ERISA ...................................   34
SECTION 4 07.  Litigation ..............................................   34
SECTION 4 08.  Taxes ...................................................   34
SECTION 4 09.  Full Disclosure .........................................   35

                                   ARTICLE V

                                   COVENANTS

SECTION 5.01.  Information .............................................   35
SECTION 5.02.  Maintenance of Property; Insurance ......................   37
SECTION 5.03.  Conduct of Business and Maintenance of
               Existence ...............................................   38
SECTION 5 04.  Compliance with Laws ....................................   38
SECTION 5 05.  Earnings to Interest Expense Ratio ......................   38
SECTION 5 06.  Negative Pledge .........................................   38
SECTION 5 07.  Consolidations, Mergers and Sales of Assets .............   39
SECTION 5 08.  Material Subsidiary Cash Flow ...........................   40
SECTION 5 09.  Use of Proceeds .........................................   40

                                   ARTICLE VI

                                    DEFAULTS

SECTION 6.01.  Events of Default .......................................   40
SECTION 6.02.  Notice of Default .......................................   43

                                  ARTICLE VII

                                   THE AGENT

SECTION 7.01.  Appointment and Authorization ...........................   43
SECTION 7.02.  Agent and Affiliates ....................................   43
SECTION 7.03.  Action by Agent .........................................   43
SECTION 7.04.  Consultation with Experts ...............................   43
SECTION 7.05.  Liability of Agent ......................................   44



                                       ii



<PAGE>   99

                                                                         Page
                                                                         ----


SECTION 7.06.  Indemnification .........................................   44
SECTION 7.07.  Credit Decision .........................................   44
SECTION 7.08.  Successor Agent .........................................   45
SECTION 7.09.  Agent's Fee .............................................   45

                                  ARTICLE VIII

                            CHANGE IN CIRCUMSTANCES

SECTION 8.01.  Basis for Determining Interest Rate
               Inadequate or Unfair ....................................   45
SECTION 8.02.  Illegality ..............................................   46
SECTION 8.03.  Increased Cost and Reduced Return .......................   47
SECTION 8.04.  Base Rate Loans Substituted for Affected
               Fixed Rate Loans ........................................   49

                                   ARTICLE IX

                         REPRESENTATIONS AND WARRANTIES
                            OF ELIGIBLE SUBSIDIARIES


SECTION 9.01.  Corporate Existence and Power ...........................   50
SECTION 9.02.  Corporate and Governmental Authorization;
               Contravention ...........................................   50
SECTION 9.03.  Binding Effect ..........................................   50
SECTION 9.04.  Taxes ...................................................   50

                                   ARTICLE X

                                    GUARANTY

SECTION 10.01. The Guaranty ............................................   51
SECTION 10.02. Guaranty Unconditional ..................................   51
SECTION 10.03. Discharge Only Upon Payment In Full;
               Reinstatement In Certain Circumstances ..................   52
SECTION 10.04. Waiver by the Company ...................................   52
SECTION 10.05. No Subrogation ..........................................   52
SECTION 10.06. Stay of Acceleration ....................................   53

                                   ARTICLE XI

                                 MISCELLANEOUS

SECTION 11.01. Notices .................................................   53
SECTION 11.02. No Waivers ..............................................   53
SECTION 11.03. Expenses; Indemnification ...............................   54
SECTION 11.04. Sharing of Set-Offs .....................................   54
SECTION 11.05. Amendments and Waivers ..................................   55



                                      iii


<PAGE>   100


                                                                         Page
                                                                         ----


SECTION 11.06. Successors and Assigns ..................................   55
SECTION 11.07. Collateral ..............................................   57
SECTION 11.08. Governing Law; Submission to Jurisdiction;
               Service of Process ......................................   57
SECTION 11.09. Counterparts; Integration ...............................   58
SECTION 11.10. WAIVER OF JURY TRIAL ....................................   58

Commitment Schedule

Exhibit A -    Note

Exhibit B -    Money Market Quote Request

Exhibit C -    Invitation for Money Market Quotes

Exhibit D -    Money Market Quote

Exhibit E -    Opinion of Counsel for the Company

Exhibit F -    Opinion of Special Counsel for the Agent

Exhibit G -    Form of Election to Participate

Exhibit H -    Form of Election to Terminate

Exhibit I -    Opinion of Counsel for the Borrower
               (Borrowings by Eligible Subsidiaries)

Exhibit J -    Assignment and Assumption Agreement



                                       iv



<PAGE>   101


                                CREDIT AGREEMENT



          AGREEMENT dated as of December 20, 1996 among THE GILLETTE COMPANY,
the BANKS listed on the signature pages hereof and MORGAN GUARANTY TRUST COMPANY
OF NEW YORK, as Agent.

          The parties hereto agree as follows:

                                   ARTICLE I

                                  DEFINITIONS

          SECTION 1.01. DEFINITIONS. The following terms, as used herein, have
the following meanings:

          "Absolute Rate Auction" means a solicitation of Money Market Quotes
setting forth Money Market Absolute Rates pursuant to Section 2.03.

          "Adjusted CD Rate" has the meaning set forth in Section 2.07(b).

          "Administrative Questionnaire" means, with respect to each Bank, an
administrative questionnaire in the form prepared by the Agent and submitted to
the Agent duly completed by such Bank.

          "Agent" means Morgan Guaranty Trust Company of New York in its
capacity as agent for the Banks hereunder, and its successors in such capacity.

          "Applicable Lending Office" means, with respect to any Bank, (i) in
the case of its Domestic Loans, its Domestic Lending Office, (ii) in the case of
its Euro-Dollar Loans, its Euro-Dollar Lending Office and (iii) in the case of
its Money Market Loans, its Money Market Lending Office.

          "Assessment Rate" has the meaning set forth in Section 2.07(b).

          "Assignee" has the meaning set forth in Section 11.06(c).





<PAGE>   102


          "Bank" means each bank listed on the signature pages hereof, each
Assignee which becomes a Bank pursuant to Section 11.06(c), and their respective
successors.

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

          "Base Rate Loan" means a Committed Loan to be made by a Bank as a Base
Rate Loan in accordance with the applicable Notice of Committed Borrowing or
pursuant to Article VIII.

          "Benefit Arrangement" means at any time an employee benefit plan
within the meaning of Section 3(3) of ERISA which is not a Plan or a
Multiemployer Plan and which is maintained or otherwise contributed to by any
member of the ERISA Group and not excepted by Section 4(b) of ERISA.

          "Borrower" means the Company or any Eligible Subsidiary, as the
context may require, and their respective successors, and "Borrowers" means all
of the foregoing.

          "Borrowing" has the meaning set forth in Section 1.03.

          "CD Base Rate" has the meaning set forth in Section 2.07(b).

          "CD Loan" means a Committed Loan to be made by a Bank as a CD Loan in
accordance with the applicable Notice of Committed Borrowing.

          "CD Margin" has the meaning set forth in Section 2.07(b).

          "CD Reference Banks" means The First National Bank of Boston, The
First National Bank of Chicago and Morgan Guaranty Trust Company of New York.

          "Commitment" means (i) with respect to each Bank" listed on the
Commitment Schedule, the amount set forth opposite the name of such Bank on the
Commitment Schedule and (ii) with respect to any Assignee, the amount of the
transferor Bank's Commitment assigned to it pursuant to Section 11.06(c), in
each case as such amount may be changed from time to time pursuant to Section
2.09 or 11.06(c).

          "Commitment Schedule" means the Commitment Schedule attached hereto.



                                       2



<PAGE>   103


          "Committed Loan" means a loan made by a Bank pursuant to Section 2.01.

          "Company" means The Gillette Company, a Delaware corporation, and its
successors.

          "Company's Latest Form 10-Q" means the Company's quarterly report on
Form 10-Q for the quarter ended September 30, 1996, as filed with the Securities
and Exchange Commission pursuant to the Securities Exchange Act of 1934.

          "Company's 1995 Form 10-K" means the Company's annual report on Form
10-K for 1995, as filed with the Securities and Exchange Commission pursuant to
the Securities Exchange Act of 1934.

          "Consolidated Assets" means at any date the consolidated assets of the
Company and its Consolidated Subsidiaries determined as of such date.

          "Consolidated Earnings Before Interest and Taxes" means, for any
fiscal period, the sum of (i) Consolidated Net Income plus (ii) Gross Interest
Expense plus (iii) to the extent deducted in determining Consolidated Net
Income, provision for taxes on income, all determined on a consolidated basis
for the Company and its Consolidated Subsidiaries for such fiscal period.

          "Consolidated Net Income" means, for any fiscal period, the net income
(before preferred and common stock dividends) of the Company and its
Consolidated Subsidiaries, determined on a consolidated basis for such fiscal
period.

          "Consolidated Subsidiary" means at any date any Subsidiary or other
entity the accounts of which would be consolidated with those of the Company in
its consolidated financial statements if such statements were prepared as of
such date.

          "Debt" of any Person means at any date, without duplication, (i) all
obligations of such Person for borrowed money, (ii) all obligations of such
Person evidenced by bonds, debentures, notes or other similar instruments, (iii)
all obligations of such Person to pay the deferred purchase price of property or
services, except trade accounts payable arising in the ordinary course of
business, (iv) all obligations of such Person as lessee which are capitalized in
accordance with generally accepted accounting principles, (v) all Debt of others
secured by a Lien on any asset of such Person, whether or not such Debt is
otherwise an



                                       3

<PAGE>   104


obligation of such Person, and (vi) all Debt of others Guaranteed by such
Person.

          "Default" means any condition or event which constitutes an Event of
Default or which with the giving of notice or lapse of time or both would,
unless cured or waived, become an Event of Default.

          "Derivatives Obligations" of any Person means all obligations of such
Person in respect of any rate swap transaction, basis swap, forward rate
transaction, commodity swap, commodity option, equity or equity index swap,
equity or equity index option, bond option, interest rate option, foreign
exchange transaction, cap transaction, floor transaction, collar transaction,
currency swap transaction, cross-currency rate swap transaction, currency option
or any other similar transaction (including any option with respect to any of
the foregoing transactions) or any combination of the foregoing.transactions,
excluding any amounts which the Borrower is entitled to set-off against its
obligations under applicable law.

          "Dollars" and the sign "$" mean lawful money of the United States of
America.

          "Domestic Business Day" means any day except a Saturday, Sunday or
other day on which commercial banks in New York City or Boston, Massachusetts
are authorized by law to close.

          "Domestic Lending Office" means, as to each Bank, its office located
at its address set forth in its Administrative Questionnaire (or identified in
its Administrative Questionnaire as its Domestic Lending Office) or such other
office as such Bank may hereafter designate as its Domestic Lending Office by
notice to the Company and the Agent; PROVIDED that any Bank may so designate
separate Domestic Lending Offices for its Base Rate Loans, on the one hand, and
its CD Loans, on the other hand, in which case all references herein to the
Domestic Lending Office of such Bank shall be deemed to refer to either or both
of such offices, as the context may require.

          "Domestic Loans" means CD Loans or Base Rate Loans or both.

          "Domestic Reserve Percentage" has the meaning set forth in Section
2.07(b).

          "Duracell Credit Facility" means the Second Amended and Restated
Credit Agreement dated as of March 29,



                                       4

<PAGE>   105


1991, as amended, among Duracell International Inc., Duracell Inc., the
financial institutions listed on the signature pages thereof and The First
National Bank of Chicago, as agent.

          "Effective Date" means the date this Agreement becomes effective in
accordance with Section 3.01.

          "Election to Participate" means an Election to Participate
substantially in the form of Exhibit G hereto.

          "Election to Terminate" means an Election to Terminate substantially
in the form of Exhibit H hereto.

          "Eligible Subsidiary" means any Substantially- Owned Consolidated
Subsidiary of the Company as to which an Election to Participate shall have been
delivered to the Agent and as to which an Election to Terminate shall not have
been delivered to the Agent. Each such Election to Participate and Election to
Terminate shall be duly executed on behalf of such Substantially-Owned
Consolidated Subsidiary and the Company in such number of copies as the Agent
may request. The delivery of an Election to Terminate shall not affect any
obligation of an Eligible Subsidiary theretofore incurred. The Agent shall
promptly give notice to the Banks of the receipt of any Election to Participate
or Election to Terminate.

          "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended, or any successor statute.

          "ERISA Group" means the Company, any Subsidiary and all members of a
controlled group of corporations and all trades or businesses (whether or not
incorporated) under common control which, together with the Company or any
Subsidiary, are treated as a single employer under Section 414 of the Internal
Revenue Code.

          "Euro-Dollar Business Day" means any Domestic Business Day on which
commercial banks are open for international business (including dealings in
Dollar deposits) in London.

          "Euro-Dollar Lending Office" means, as to each Bank, its office,
branch or affiliate located at its address set forth in its Administrative
Questionnaire (or identified in its Administrative Questionnaire as its
Euro-Dollar Lending Office) or such other office, branch or affiliate of such
Bank as it may hereafter designate as its Euro-Dollar Lending Office by notice
to the Company and the Agent



                                       5



<PAGE>   106


          "Euro-Dollar Loan" means a Committed Loan to be made by a Bank as a
Euro-Dollar Loan in accordance with the applicable Notice of Committed
Borrowing.

          "Euro-Dollar Margin" has the meaning set forth in Section 2.07(c).

          "Euro-Dollar Reference Banks" means the principal London offices of
The First National Bank of Boston, Credit Suisse and Morgan Guaranty Trust
Company of New York.

          "Euro-Dollar Reserve Percentage" means for any day that percentage
(expressed as a decimal) which is in effect on such day, as prescribed by the
Board of Governors of the Federal Reserve System (or any successor) for
determining the maximum reserve requirement for a member bank of the Federal
Reserve System in New York City with deposits exceeding five billion dollars in
respect of "Eurocurrency liabilities" (or in respect of any other category of
liabilities which includes deposits by reference to which the interest rate on
Euro-Dollar Loans is determined or any category of extensions of credit or other
assets which includes loans by a non-United States office of any Bank to United
States residents).

          "Event of Default" has the meaning set forth in Section 6.01.

          "Existing 364-Day Credit Agreement" means the 364-Day Credit
Agreement dated as of April 30, 1996, among the Company, the bank parties
thereto and Morgan Guaranty Trust Company of New York, as agent, as amended to
the Effective Date.

          "Federal Funds Rate" means, for any day, the rate per annum (rounded
upward, if necessary, to the nearest 1/100th of 1%) equal to the weighted
average of the rates on overnight Federal funds transactions with members of the
Federal Reserve System arranged by Federal funds brokers on such day, as
published by the Federal Reserve Bank of New York on the Domestic Business Day
next succeeding such day, PROVIDED that (i) if such day is not a Domestic
Business Day, the Federal Funds Rate for such day shall be such rate on such
transactions on the next preceding Domestic Business Day as so published on the
next succeeding Domestic Business Day, and (ii) if no such rate is so published
on such next succeeding Domestic Business Day, the Federal Funds Rate for such
day shall be the average rate quoted to Morgan Guaranty Trust Company of New
York on such day on such transactions as determined by the Agent.



                                       6



<PAGE>   107


          "Fixed Rate Loans" means CD Loans or Euro-Dollar Loans or Money Market
Loans (excluding Money Market LIBOR Loans bearing interest at the Base Rate
pursuant to Section 8.01(ii)) or any combination of the foregoing.

          "Gross Interest Expense" means, for any fiscal period, the
consolidated interest expense of the Company and its Consolidated Subsidiaries
for such period (calculated without deducting or otherwise netting consolidated
interest income of the Company and its Consolidated Subsidiaries).

          "Guarantee" by any Person means any obligation, contingent or
otherwise, of such Person directly or indirectly guaranteeing any Debt of any
other Person and, without limiting the generality of the foregoing, any
obligation, direct or indirect, contingent or otherwise, of such Person (i) to
purchase or pay (or advance or supply funds for the purchase or payment of) such
Debt (whether arising by virtue of partnership arrangements, by agreement to
keep-well, to purchase assets, goods, securities or services, to take-or-pay, or
to maintain financial statement conditions, by "comfort letter" or other similar
undertaking of support or otherwise) or (ii) entered into for the purpose of
assuring in any other manner the holder of such Debt of the payment thereof or
to protect such holder against loss in respect thereof (in whole or in part),
PROVIDED that the term Guarantee shall not include endorsements for collection
or deposit in the ordinary course of business. The term "Guarantee" used as a
verb has a corresponding meaning.

          "Indemnitee" has the meaning set forth in Section 11.03(b).

          "Interest Period" means: (1) with respect to each Euro-Dollar
Borrowing, the period commencing on the date of such Borrowing and ending one,
two, three or six months thereafter, as the Borrower may elect in the applicable
Notice of Borrowing; PROVIDED that:

          (a) any Interest Period which would otherwise end on a day which is
     not a Euro-Dollar Business Day shall, subject to clause (c) below, be
     extended to the next succeeding Euro-Dollar Business Day unless such
     Euro-Dollar Business Day falls in another calendar month, in which case
     such Interest Period shall end on the next preceding Euro-Dollar Business
     Day;

          (b) any Interest Period which begins on the last Euro-Dollar Business
     Day of a calendar month (or on a day for which there is no numerically
     corresponding day



                                       7

<PAGE>   108


     in the calendar month at the end of such Interest Period) shall, subject to
     clause (c) below, end on the last Euro-Dollar Business Day of a calendar
     month; and

          (c) any Interest Period which would otherwise end after the
     Termination Date shall end on the Termination Date.

(2) with respect to each CD Borrowing, the period commencing on the date of such
Borrowing and ending 30, 60, 90, or 180 days thereafter, as the Borrower may
elect in the applicable Notice of Borrowing; PROVIDED that:

          (a) any Interest Period which would otherwise end on a day which is
     not a Euro-Dollar Business Day shall, subject to clause (b) below, be
     extended to the next succeeding Euro-Dollar Business Day; and

          (b) any Interest Period which would otherwise end after the
     Termination Date shall end on the Termination Date.

(3) with respect to each Base Rate Borrowing, the period commencing on the date
of such Borrowing and ending 30 days thereafter; PROVIDED that:

          (a) any Interest Period which would otherwise end on a day which is
     not a Euro-Dollar Business Day shall, subject to clause (b) below, be
     extended to the next succeeding Euro-Dollar Business Day; and

          (b) any Interest Period which would otherwise end after the
     Termination Date shall end on the Termination Date.

(4) with respect to each Money Market LIBOR Borrowing, the period commencing on
the date of such Borrowing and ending such whole number of months thereafter as
the Borrower may elect in accordance with Section 2.03; PROVIDED that:

          (a) any Interest Period which would otherwise end on a day which is
     not a Euro-Dollar Business Day shall, subject to clause (c) below, be
     extended to the next succeeding Euro-Dollar Business Day unless such
     Euro-Dollar Business Day falls in another calendar month, in which case
     such Interest Period shall end on the next preceding Euro-Dollar Business
     Day;

          (b) any Interest Period which begins on the last Euro-Dollar Business
     Day of a calendar month (or on a day for which there is no numerically
     corresponding day



                                       8

<PAGE>   109


     in the calendar month at the end of such Interest Period) shall, subject to
     clause (c) below, end on the last Euro-Dollar Business Day of a calendar
     month; and

          (c) any Interest Period which would otherwise end after the
     Termination Date shall end on the Termination Date.

(5) with respect to each Money Market Absolute Rate Borrowing, the period
commencing on the date of such Borrowing and ending such number of days
thereafter (but not less than 15 days) as the Borrower may elect in accordance
with Section 2.03; PROVIDED that:

          (a) any Interest Period which would otherwise end on a day which is
     not a Euro-Dollar Business Day shall, subject to clause (b) below, be
     extended to the next succeeding Euro-Dollar Business Day; and

          (b) any Interest Period which would otherwise end after the
     Termination Date shall end on the Termination Date.

          "Internal Revenue Code" means the Internal Revenue Code of 1986, as
amended, or any successor statute.

          "LIBOR Auction" means a solicitation of Money Market Quotes setting
forth Money Market Margins based on the London Interbank Offered Rate pursuant
to Section 2.03.

          "Lien" means, with respect to any asset, any mortgage, lien, pledge,
charge, security interest or encumbrance of any kind in respect of such asset.
For the purposes of this Agreement, the Company or any Subsidiary shall be
deemed to own subject to a Lien any asset which it has acquired or holds subject
to the interest of a vendor or lessor under any conditional sale agreement,
capital lease or other title retention agreement relating to such asset.

          "Loan" means a Domestic Loan or a Euro-Dollar Loan or a Money Market
Loan and "Loans" means Domestic Loans or Euro-Dollar Loans or Money Market Loans
or any combination of the foregoing.

          "London Interbank Offered Rate" has the meaning set forth in Section
2.07(c).

          "Material Debt" means Debt (other than the Notes) of the Company
and/or one or more of its Subsidiaries, arising in one or more related or
unrelated transactions, in an aggregate principal amount exceeding $50,000,000.



                                       9

<PAGE>   110


          "Material Financial Obligations" means a principal amount of Debt
and/or payment obligations in respect of Derivatives Obligations of the Company
and/or one or more of its Subsidiaries, arising in one or more related or
unrelated transactions, exceeding in the aggregate $50,000,000.

          "Material Plan" means at any time a Plan or Plans having aggregate
Unfunded Liabilities in excess of $50,000,000.

          "Material Subsidiary" means any Subsidiary which either (A) is an
Eligible Subsidiary or (B) has consolidated assets, together with its
Subsidiaries, exceeding 5% of Consolidated Assets at the date of determination
of its status hereunder.

          "Money Market Absolute Rate" has the meaning set forth in Section
2.03(d).

          "Money Market Absolute Rate Loan" means a loan to be made by a Bank
pursuant to an Absolute Rate Auction.

          "Money Market Lending Office" means, as to each Bank, its Domestic
Lending Office or such other office, branch or affiliate of such Bank as it may
hereafter designate as its Money Market Lending Office by notice to the Company
and the Agent; PROVIDED that any Bank may from time to time by notice to the
Company and the Agent designate separate Money Market Lending Offices for its
Money Market LIBOR Loans, on the one hand, and its Money Market Absolute Rate
Loans, on the other hand, in which case all references herein to the Money
Market Lending Office of such Bank shall be deemed to refer to either or both of
such offices, as the context may require.

          "Money Market LIBOR Loan" means a loan to be made by a Bank pursuant
to a LIBOR Auction (including such a loan bearing interest at the Base Rate
pursuant to Section 8.01(ii)).

          "Money Market Loan" means a Money Market LIBOR Loan or a Money Market
Absolute Rate Loan.

          "Money Market Margin" has the meaning set forth in Section 2.03(d).

          "Money Market Quote" means an offer by a Bank to make a Money Market
Loan in accordance with Section 2.03.



                                       10



<PAGE>   111


          "Multiemployer Plan" means at any time an employee pension benefit
plan within the meaning of Section 4001(a)(3) of ERISA to which any member of
the ERISA Group is then making or accruing an obligation to make contributions
or has within the preceding five plan years made contributions, including for
these purposes any Person which ceased to be a member of the ERISA Group during
such five year period.

          "Notes" means promissory notes of a Borrower, substantially in the
form of Exhibit A hereto, evidencing the obligation of such Borrower to repay
the Loans made to it, and "Note" means any one of such promissory notes issued
hereunder.

          "Notice of Borrowing" means a Notice of Committed Borrowing (as
defined in Section 2.02) or a Notice of Money Market Borrowing (as defined in
Section 2.03(f)).

          "Parent" means, with respect to any Bank, any Person controlling such
Bank.

          "Participant" has the meaning set forth in Section 11.06(b).

          "PBGC" means the Pension Benefit Guaranty Corporation or any entity
succeeding to any or all of its functions under ERISA.

          "Person" means an individual, a corporation, a partnership, an
association, a trust or any other entity or organization, including a government
or political subdivision or an agency or instrumentality thereof.

          "Plan" means at any time an employee pension benefit plan (other than
a Multiemployer Plan) which is covered by Title IV of ERISA or subject to the
minimum funding standards under Section 412 of the Internal Revenue Code and
either (i) is maintained, or contributed to, by any member of the ERISA Group
for employees of any member of the ERISA Group or (ii) has at any time within
the preceding five years been maintained, or contributed to, by any Person which
was at such time a member of the ERISA Group for employees of any Person which
was at such time a member of the ERISA Group.

          "Prime Rate" means the rate of interest publicly announced by Morgan
Guaranty Trust Company of New York in New York City from time to time as its
Prime Rate.



                                       11



<PAGE>   112


          "Reference Banks" means the CD Reference Banks or the Euro-Dollar
Reference Banks, as the context may require, and "Reference Bank" means any one
of such Reference Banks.

          "Refunding Borrowing" means a Committed Borrowing which, after
application of the proceeds thereof, results in no net increase in the
outstanding principal amount of Committed Loans made by any Bank to any
Borrower.

          "Regulation U" means Regulation U of the Board of Governors of the
Federal Reserve System, as in effect from time to time.

          "Required Banks" means at any time Banks having at least 66 2/3% of
the aggregate amount of the Commitments or, if the Commitments shall have been
terminated, holding Notes evidencing at least 66 2/3% of the aggregate unpaid
principal amount of the Loans.

          "Revolving Credit Period" means the period from and including the
Effective Date to but excluding the Termination Date.

          "Subsidiary" means, as to any Person, any corporation or other entity
of which securities or other ownership interests having ordinary voting power to
elect a majority of the board of directors or other persons performing similar
functions are at the time directly or indirectly owned by such Person; unless
otherwise specified, "Subsidiary" means a Subsidiary of the Company.

          "Substantially-Owned Consolidated Subsidiary" means any Consolidated
Subsidiary not less than 90% of the outstanding shares of each class of capital
stock or other ownership interests of which are at the time directly or
indirectly owned by the Company.

          "Termination Date" means December 19, 1997, or, if such day is not a
Euro-Dollar Business Day, the next preceding Euro-Dollar Business Day.

          "Unfunded Liabilities" means, with respect to any Plan at any time,
the amount (if any) by which (i) the value of all benefit liabilities under such
Plan, determined on a plan termination basis using the assumptions prescribed by
the PBGC for purposes of Section 4044 of ERISA, exceeds (ii) the fair market
value of all Plan assets allocable to such liabilities under Title IV of ERISA
(excluding any accrued but unpaid contributions), all determined as of the then
most recent valuation date for such Plan, but only to the extent that such
excess represents a potential liability of



                                       12



<PAGE>   113


a member of the ERISA Group to the PBGC or any other Person under Title IV of
ERISA.

          "United States" means the United States of America, including the
States and the District of Columbia, but excluding its territories and
possessions.

          SECTION 1.02. ACCOUNTING TERMS AND DETERMINATIONS. Unless otherwise
specified herein, all accounting terms used herein shall be interpreted, all
accounting determinations hereunder shall be made, and all financial statements
required to be delivered hereunder shall be prepared in accordance with
generally accepted accounting principles as in effect from time to time, applied
on a basis consistent (except for changes concurred in by the Company's
independent public accountants) with the most recent audited consolidated
financial statements of the Company and its Consolidated Subsidiaries delivered
to the Banks; PROVIDED that, if the Company notifies the Agent that the Company
wishes to amend any covenant in Article V to eliminate the effect of any change
in generally accepted accounting principles on the operation of such covenant
(or if the Agent notifies the Company that the Required Banks wish to amend
Article V for such purpose), then the Company's compliance with such covenant
shall be determined on the basis of generally accepted accounting principles in
effect immediately before the relevant change in generally accepted accounting
principles became effective, until either such notice is withdrawn or such
covenant is amended in a manner satisfactory to the Company and the Required
Banks.

          SECTION 1.03. TYPES OF BORROWINGS. The term "Borrowing" denotes the
aggregation of Loans of one or more Banks to be made to a single Borrower
pursuant to Article II on a single date and for a single Interest Period.
Borrowings are classified for purposes of this Agreement either by reference to
the pricing of Loans comprising such Borrowing (E.G., a "Euro-Dollar Borrowing"
is a Borrowing comprised of Euro-Dollar Loans) or by reference to the provisions
of Article II under which participation therein is determined (I.E., a
"Committed Borrowing" is a Borrowing under Section 2.01 in which all Banks
participate in proportion to their Commitments, while a "Money Market Borrowing"
is a Borrowing under Section 2.03 in which the Bank participants are determined
on the basis of their bids in accordance therewith).



                                       13

<PAGE>   114


                                   ARTICLE II

                                  THE CREDITS

          SECTION 2.01. COMMITMENTS TO LEND. During the Revolving Credit Period
each Bank severally agrees, on the terms and conditions set forth in this
Agreement, to make loans to the Company or any Eligible Subsidiary pursuant to
this Section from time to time in amounts such that the aggregate principal
amount of Committed Loans by such Bank at any one time outstanding to all
Borrowers shall not exceed the amount of its Commitment. Each Borrowing under
this Section shall be in an aggregate principal amount of $15,000,000 or any
larger multiple of $1,000,000 (except that any such Borrowing may be in the
aggregate amount available in accordance with Section 3.02(b)) and shall be made
from the several Banks ratably in proportion to their respective Commitments.
Within the foregoing limits, a Borrower may borrow under this Section, repay or,
to the extent permitted by Section 2.11, prepay Loans and reborrow at any time
during the Revolving Credit Period under this Section.

          SECTION 2.02. NOTICE OF COMMITTED BORROWING. The Borrower shall give
the Agent notice (a "Notice of Committed Borrowing") not later than 11:00 A.M.
(New York City time) on (x) the date of each Base Rate Borrowing, (y) the
Domestic Business Day before each CD Borrowing and (z) the third Euro-Dollar
Business Day before each Euro-Dollar Borrowing, specifying:

          (a)  the date of such Borrowing, which shall be a Domestic Business 
          Day in the case of a Domestic Borrowing or a Euro-Dollar Business Day
          in the case of a Euro-Dollar Borrowing,

          (b)  the aggregate amount of such Borrowing,

          (c)  whether the Loans comprising such Borrowing are to be CD Loans, 
     Base Rate Loans or Euro-Dollar Loans, and

          (d)  in the case of a Fixed Rate Borrowing, the duration of the
     Interest Period applicable thereto, subject to the provisions of the
     definition of Interest Period.

          SECTION 2.03. MONEY MARKET BORROWINGS.



                                       14



<PAGE>   115


          (a)  THE MONEY MARKET OPTION. In addition to Committed Borrowings
pursuant to Section 2.01, any Borrower may, as set forth in this Section,
request the Banks during the Revolving Credit Period to make offers to make
Money Market Loans to such Borrower. The Banks may, but shall have no obligation
to, make such offers and the Borrower may, but shall have no obligation to,
accept any such offers in the manner set forth in this Section.

          (b)  MONEY MARKET QUOTE REQUEST. When a Borrower wishes to request
offers to make Money Market Loans under this Section, it shall transmit to the
Agent by telex or facsimile transmission a Money Market Quote Request
substantially in the form of Exhibit B hereto so as to be received no later than
10:30 A.M. (New York City time) on (x) the fifth Euro-Dollar Business Day prior
to the date of Borrowing proposed therein, in the case of a LIBOR Auction or (y)
the Domestic Business Day next preceding the date of Borrowing proposed therein,
in the case of an Absolute Rate Auction (or, in either case, such other time or
date as the Company and the Agent shall have mutually agreed and the Agent shall
have notified to the Banks not later than the date of the Money Market Quote
Request for the first LIBOR Auction or Absolute Rate Auction for which such
change is to be effective) specifying:

          (i)  the proposed date of Borrowing, which shall be a Euro-Dollar
     Business Day in the case of a LIBOR Auction or a Domestic Business Day in
     the case of an Absolute Rate Auction,

         (ii)  the aggregate amount of such Borrowing, which shall be 
     $15,000,000 or a larger multiple of $1,000,000,

        (iii)  the duration of the Interest Period applicable thereto, subject 
     to the provisions of the definition of Interest Period, and

         (iv)  whether the Money Market Quotes requested are to set forth a 
     Money Market Margin or a Money Market Absolute Rate.

The Borrower may request offers to make Money Market Loans for more than one
Interest Period in a single Money Market Quote Request. No Money Market Quote
Request shall be given within five Euro-Dollar Business Days (or such other
number of days as the Company and the Agent may agree) of any other Money Market
Quote Request.



                                       15



<PAGE>   116


          (c)  INVITATION FOR MONEY MARKET QUOTES. Promptly upon receipt of a
Money Market Quote Request, the Agent shall send to the Banks by telex or
facsimile transmission an Invitation for Money Market Quotes substantially in
the form of Exhibit C hereto, which shall constitute an invitation by the
Borrower to each Bank to submit Money Market Quotes offering to make the Money
Market Loans to which such Money Market Quote Request relates in accordance with
this Section.

          (d)  SUBMISSION AND CONTENTS OF MONEY MARKET QUOTES. (i) Each Bank may
submit a Money Market Quote containing an offer or offers to make Money Market
Loans in response to any Invitation for Money Market Quotes. Each Money Market
Quote must comply with the requirements of this subsection (d) and must be
submitted to the Agent by telex or facsimile transmission at its offices
referred to in or pursuant to Section 11.01 not later than (x) 2:00 P.M. (New
York City time) on the fourth Euro-Dollar Business Day prior to the proposed
date of Borrowing, in the case of a LIBOR Auction or (y) 9:30 A.M. (New York
City time) on the proposed date of Borrowing, in the case of an Absolute Rate
Auction (or, in either case, such other time or date as the Company and the
Agent shall have mutually agreed and the Agent shall have notified to the Banks
not later than the date of the Money Market Quote Request for the first LIBOR
Auction or Absolute Rate Auction for which such change is to be effective);
PROVIDED that Money Market Quotes submitted by the Agent (or any affiliate of
the Agent) in the capacity of a Bank may be submitted, and may only be
submitted, if the Agent or such affiliate notifies the Borrower of the terms of
the offer or offers contained therein not later than (x) one hour prior to the
deadline for the other Banks, in the case of a LIBOR Auction or (y) 15 minutes
prior to the deadline for the other Banks, in the case of an Absolute Rate
Auction. Subject to Articles III and VI, any Money Market Quote' so made shall
be irrevocable except with the written consent of the Agent given on the
instructions of the Borrower.

          (ii) Each Money Market Quote shall be in substantially the form of
Exhibit D hereto and shall in any case specify:

          (A)  the proposed date of Borrowing,

          (B)  the principal amount of the Money Market Loan for which each such
     offer is being made, which principal amount (w) may be greater than or less
     than the Commitment of the quoting Bank, (x) must be $5,000,000 or a larger
     multiple of $1,000,000 (y) may



                                       16

<PAGE>   117


     not exceed the principal amount of Money Market Loans for which offers were
     requested and (z) may be subject to an aggregate limitation as to the
     principal amount of Money Market Loans for which offers being made by such
     quoting Bank may be accepted,

          (C)  in the case of a LIBOR Auction, the margin above or below the
     applicable London Interbank Offered Rate (the "Money Market Margin")
     offered for each such Money Market Loan, expressed as a percentage
     (specified to the nearest 1/10,000th of 1%) to be added to or subtracted
     from such base rate,

          (D)  in the case of an Absolute Rate Auction, the rate of interest per
     annum (specified to the nearest 1/10,000th of 1%) (the "Money Market
     Absolute Rate") offered for each such Money Market Loan, and

          (E)  the identity of the quoting Bank.

A Money Market Quote may set forth up to five separate offers by the quoting
Bank with respect to each Interest Period specified in the related Invitation
for Money Market Quotes.

          (iii) Any Money Market Quote shall be disregarded if it:

          (A)  is not substantially in conformity with Exhibit D hereto or does
     not specify all of the information required by subsection (d) (ii);

          (B)  contains qualifying, conditional or similar language;

          (C)  proposes terms other than or in addition to those set forth in
     the applicable Invitation for Money Market Quotes; or

          (D)  arrives after the time set forth in subsection (d) (i).

          (e)  NOTICE TO BORROWER. The Agent shall promptly notify the Borrower
of the terms (x) of any Money Market Quote submitted by a Bank that is in
accordance with subsection (d) and (y) of any Money Market Quote that amends,
modifies or is otherwise inconsistent with a previous Money Market Quote
submitted by such Bank with respect to the same Money Market Quote Request. Any
such subsequent Money Market Quote shall be disregarded by the Agent unless such
subsequent Money Market Quote is submitted



                                       17



<PAGE>   118


solely to correct a manifest error in such former Money Market Quote. The
Agent's notice to the Borrower shall specify (A) the aggregate principal amount
of Money Market Loans for which offers have been received for each Interest
Period specified in the related Money Market Quote Request, (B) the respective
principal amounts and Money Market Margins or Money Market Absolute Rates, as
the case may be, so offered and (C) if applicable, limitations on the aggregate
principal amount of Money Market Loans for which offers in any single Money
Market Quote may be accepted.

          (f)  ACCEPTANCE AND NOTICE BY BORROWER. Not later than 10:30 A.M. (New
York City time) on (x) the third Euro-Dollar Business Day prior to the proposed
date of Borrowing, in the case of a LIBOR Auction or (y) the proposed date of
Borrowing, in the case of an Absolute Rate Auction (or, in either case, such
other time or date as the Company and the Agent shall have mutually agreed and
the Agent shall have notified to the Banks not later than the date of the Money
Market Quote Request for the first LIBOR Auction or Absolute Rate Auction for
which such change is to be effective), the Borrower shall notify the Agent of
its acceptance or non-acceptance of the offers so notified to it pursuant to
subsection (e). In the case of acceptance, such notice (a "Notice of Money
Market Borrowing") shall specify the aggregate principal amount of offers for
each Interest Period that are accepted. The Borrower may accept any Money Market
Quote in whole or in part; PROVIDED that:

          (i)  the aggregate principal amount of each Money Market Borrowing may
     not exceed the applicable amount set forth in the related Money Market 
     Quote Request,

         (ii)  the principal amount of each Money Market Borrowing must be 
     $15,000,000 or a larger multiple of $1,000,000,

        (iii)  acceptance of offers may only be made on 'the basis of ascending
     Money Market Margins or Money Market Absolute Rates, as the case may be, 
     and

         (iv)  the Borrower may not accept any offer that is described in
     subsection (d) (iii) or that otherwise fails to comply with the 
     requirements of this Agreement.

          (g)  ALLOCATION BY AGENT. If offers are made by two or more Banks with
the same Money Market Margins or Money Market Absolute Rates, as the case may
be, for a greater aggregate principal amount than the amount in respect of which
such offers are accepted for the related



                                       18


<PAGE>   119


Interest Period, the principal amount of Money Market Loans in respect of which
such offers are accepted shall be allocated by the Agent among such Banks as
nearly as possible (in multiples of $1,000,000, as the Agent may deem
appropriate) in proportion to the aggregate principal amounts of such offers.
Determinations by the Agent of the amounts of Money Market Loans shall be
conclusive in the absence of manifest error.

          SECTION 2.04. NOTICE TO BANKS; FUNDING OF LOANS.

          (a)  Upon receipt of a Notice of Borrowing, the Agent shall promptly
notify each Bank of the contents thereof and of such Bank's share (if any) of
such Borrowing and such Notice of Borrowing shall not thereafter be revocable by
the Borrower.

          (b)  Not later than 12:00 Noon (New York City time) on the date of 
each Borrowing, each Bank participating therein shall (except as provided in
subsection (c) of this Section) make available its share of such Borrowing, in
Federal or other funds immediately available in New York City, to the Agent at
its address referred to in Section 11.01. Unless the Agent determines that any
applicable condition specified in Article III has not been satisfied, the Agent
will make the funds so received from the Banks available to the Borrower at the
Agent's aforesaid address.

          (c)  If any Bank makes a new Loan hereunder to a Borrower on a day on
which such Borrower is to repay all or any part of an outstanding Loan from such
Bank, such Bank shall apply the proceeds of its new Loan to make such repayment
and only an amount equal to the difference (if any) between the amount being
borrowed by such Borrower and the amount being repaid shall be made available by
such Bank to the Agent as provided in subsection (b), or remitted by such
Borrower to the Agent as provided in Section 2.12, as the case may be.

          (d)  Unless the Agent shall have received notice from a Bank prior to
the date of any Borrowing that such Bank will not make available to the Agent
such Bank's share of such Borrowing, the Agent may assume that such Bank has
made such share available to the Agent on the date of such Borrowing in
accordance with subsections (b) and (c) of this Section 2.04 and the Agent may,
in reliance upon such assumption, make available to the Borrower on such date a
corresponding amount. If and to the extent that such Bank shall not have so made
such share available to the Agent, such Bank and the Borrower severally agree to
repay to the Agent forthwith on demand such corresponding amount together


                                       19

<PAGE>   120


with interest thereon, for each day from the date such amount is made available
to the Borrower until the date such amount is repaid to the Agent, at (i) in the
case of the Borrower, a rate per annum equal to the higher of the Federal Funds
Rate and the interest rate applicable thereto pursuant to Section 2.07 and (ii)
in the case of such Bank, the Federal Funds Rate. If such Bank shall repay to
the Agent such corresponding amount, such amount so repaid shall constitute such
Bank's Loan included in such Borrowing for purposes of this Agreement.

          SECTION 2.05. NOTES. (a) The Loans of each Bank to each Borrower shall
be evidenced by a single Note of such Borrower payable to the order of such Bank
for the account of its Applicable Lending Office in an amount equal to the
aggregate unpaid principal amount of such Bank's Loans to such Borrower.

          (b)  Each Bank may, by notice to a Borrower and the Agent, request 
that its Loans of a particular type to such Borrower be evidenced by a separate
Note of such Borrower in an amount equal to the aggregate unpaid principal
amount of such Loans. Each such Note shall be in substantially the form of
Exhibit A hereto with appropriate modifications to reflect the fact that it
evidences solely Loans of the relevant type. Each reference in this Agreement to
a "Note" or the "Notes" of such Bank shall be deemed to refer to and include any
or all of such Notes, as the context may require.

          (c)  Upon receipt of each Bank's Note pursuant to Section 3.01(b) or
3.03(a), the Agent shall forward such Note to such Bank. Each Bank shall record
the date, amount, type and maturity of each Loan made by it to each Borrower and
the date and amount of each payment of principal made with respect thereto, and
may, if such Bank so elects in connection with any transfer or enforcement of
its Note of any Borrower, endorse on the schedule forming a part thereof
appropriate notations to evidence the foregoing information with respect to each
such Loan to such Borrower then outstanding; PROVIDED that the failure of any
Bank to make any such recordation or endorsement shall not affect the
obligations of any Borrower hereunder or under the Notes. Each Bank is hereby
irrevocably authorized by each Borrower so to endorse its Notes and to attach to
and make a part of any Note a continuation of any such schedule as and when
required.

          SECTION 2.06. MATURITY OF LOANS. Each Loan included in any Borrowing
shall mature, and the principal



                                       20



<PAGE>   121


amount thereof shall be due and payable, on the last day of the Interest Period
applicable to such Borrowing.

          SECTION 2.07. INTEREST RATES. (a) Each Base Rate Loan shall bear
interest on the outstanding principal amount thereof, for each day from the date
such Loan is made until it becomes due, at a rate per annum equal to the Base
Rate for such day. Such interest shall be payable for each Interest Period on
the last day thereof. Any overdue principal of or interest on any Base Rate Loan
shall bear interest, payable on demand, for each day until paid at a rate per
annum equal to the sum of 1% plus the rate otherwise applicable to Base Rate
Loans for such day.

          (b)  Each CD Loan shall bear interest on the outstanding principal
amount thereof, for each day during the Interest Period applicable thereto, at a
rate per annum equal to the sum of the CD Margin for such day plus the Adjusted
CD Rate applicable to such Interest Period; PROVIDED that if any CD Loan shall,
as a result of clause (2)(b) of the definition of Interest Period, have an
Interest Period of less than 30 days, such CD Loan shall bear interest during
such Interest Period at the rate applicable to Base Rate Loans during such
period. Such interest shall be payable for each Interest Period on the last day
thereof and, if such Interest Period is longer than 90 days, at intervals of 90
days after the first day thereof. Any overdue principal of or interest on any CD
Loan shall bear interest, payable on demand, for each day until paid at a rate
per annum equal to the sum of 1% plus the higher of (i) the sum of the CD Margin
for such day plus the Adjusted CD Rate applicable to the Interest Period for
such Loan and (ii) the rate applicable to Base Rate Loans for such day.

          "CD Margin" means a rate per annum equal to 0.265%.

          The "Adjusted CD Rate" applicable to any Interest Period means a rate
per annum determined pursuant to the following formula:



                                       21



<PAGE>   122


          ACDR  =   [ CDBR       ] *
                    [ ---------- ]    +AR
                    [ 1.00 - DRP ]

          ACDR  =   Adjusted CD Rate
          CDBR  =   CD Base Rate
           DRP  =   Domestic Reserve Percentage
            AR  =   Assessment Rate


___________
*  The amount in brackets being rounded upward, if necessary, to the next higher
1/100 of 1%

          The "CD Base Rate" applicable to any Interest Period is the rate of
interest determined by the Agent to be the average (rounded upward, if
necessary, to the next higher 1/100 of 1%) of the prevailing rates per annum bid
at 10:00 A.M. (New York City time) (or as soon thereafter as practicable) on the
first day of such Interest Period by two or more New York certificate of deposit
dealers of recognized standing for the purchase at face value from each CD
Reference Bank of its certificates of deposit in an amount comparable to the
principal amount of the CD Loan of such CD Reference Bank to which such Interest
Period applies and having a maturity comparable to such Interest Period.

          "Domestic Reserve Percentage" means for any day that percentage
(expressed as a decimal) which is in effect on such day, as prescribed by the
Board of Governors of the Federal Reserve System (or any successor) for
determining the maximum reserve requirement (including without limitation any
basic, supplemental or emergency reserves) for a member bank of the Federal
Reserve System in New York City with deposits exceeding five billion dollars in
respect of new non-personal time deposits in dollars in New York City having a
maturity comparable to the related Interest Period and in an amount of $100,000
or more. The Adjusted CD Rate shall be adjusted automatically on and as of the
effective date of any change in the Domestic Reserve Percentage.

          "Assessment Rate" means for any day the annual assessment rate in
effect on such day which is payable by a member of the Bank Insurance Fund
classified as adequately capitalized and within supervisory subgroup "A" (or a
comparable successor assessment risk classification) within the meaning of 12
C.F.R. ss. 327.4(a) (or any successor provision) to the Federal Deposit
Insurance Corporation (or any successor) for such Corporation's (or such
successor's) insuring time deposits at offices of such institution in the



                                       22



<PAGE>   123


United States. The Adjusted CD Rate shall be adjusted automatically on and as of
the effective date of any change in the Assessment Rate.

          (c)  Each Euro-Dollar Loan shall bear interest on the outstanding
principal amount thereof, for each day during the Interest Period applicable
thereto, at a rate per annum equal to the sum of the Euro-Dollar Margin for such
day plus the London Interbank Offered Rate applicable to such Interest Period.
Such interest shall be payable for each Interest Period on the last day thereof
and, if such Interest Period is longer than three months, at intervals of three
months after the first day thereof.

          "Euro-Dollar Margin" means a rate per annum equal to 0.140%.

          The "London Interbank Offered Rate" applicable to any Interest Period
means the average (rounded upward, if necessary, to the next higher 1/16 of 1%)
of the respective rates per annum at which deposits in dollars are offered to
each of the Euro-Dollar Reference Banks in the London interbank market at
approximately 11:00 A.M. (London time) two Euro-Dollar Business Days before the
first day of such Interest Period in an amount approximately equal to the
principal amount of the Euro-Dollar Loan of such Euro-Dollar Reference Bank to
which such Interest Period is to apply and for a period of time comparable to
such Interest Period.

          (d)  Any overdue principal of or interest on any Euro-Dollar Loan 
shall bear interest, payable on demand, for each day until paid at a rate per
annum equal to the higher of (i) the sum of 1% plus the Euro-Dollar Margin for
such day plus the London Interbank Offered Rate applicable to the Interest
Period for such Loan and (ii) the sum of 1% plus the Euro-Dollar Margin for such
day plus the quotient obtained (rounded upward, if necessary, to the next higher
1/100 of 1%) by dividing (x) the average (rounded upward, if necessary, to the
next higher 1/16 of 1%) of the respective rates per annum at which one day (or,
if such amount due remains unpaid more than three Euro-Dollar Business Days,
then for such other period of time not longer than six months as the Agent may
select) deposits in dollars in an amount approximately equal to such overdue
payment due to each of the Euro-Dollar Reference Banks are offered to such
Euro-Dollar Reference Bank in the London interbank market for the applicable
period determined as provided above by (y) 1.00 minus the Euro-Dollar Reserve
Percentage (or, if the circumstances described in clause (a) or (b) of Section
8.01 shall exist, at a rate per annum equal to the sum of 1% plus the rate
applicable to Base Rate Loans for such day).



                                       23



<PAGE>   124


          (e)  Subject to Section 8.01(ii), each Money Market LIBOR Loan shall
bear interest on the outstanding principal amount thereof, for the Interest
Period applicable thereto, at a rate per annum equal to the sum of the London
Interbank Offered Rate for such Interest Period (determined in accordance with
Section 2.07(c) as if the related Money Market LIBOR Borrowing were a Committed
Euro-Dollar Borrowing) plus (or minus) the Money Market Margin quoted by the
Bank making such Loan in accordance with Section 2.03. Each Money Market
Absolute Rate Loan shall bear interest on the outstanding principal amount
thereof, for the Interest Period applicable thereto, at a rate per annum equal
to the Money Market Absolute Rate quoted by the Bank making such Loan in
accordance with Section 2.03. Such interest shall be payable for each Interest
Period on the last day thereof and, if such Interest Period is longer than three
months, at intervals of three months after the first day thereof. Any overdue
principal of or interest on any Money Market Loan shall bear interest, payable
on demand, for each day until paid at a rate per annum equal to the sum of 1%
plus the Base Rate for such day.

          (f)  The Agent shall determine each interest rate applicable to the
Loans hereunder. The Agent shall give prompt notice to the Borrower and the
participating Banks of each rate of interest so determined, and its
determination thereof shall be conclusive in the absence of manifest error.

          (g)  Each Reference Bank agrees to use its best efforts to furnish
quotations to the Agent as contemplated by this Section. If any Reference Bank
does not furnish a timely quotation, the Agent shall determine the relevant
interest rate on the basis of the quotation or quotations furnished by the
remaining Reference Bank or Banks or, if none of such quotations is available on
a timely basis, the provisions of Section 8.01 shall apply.

          SECTION 2.08. FACILITY FEE. (a) The Company shall pay to the Agent for
the account of the Banks ratably, a facility fee at the rate of 0.035% per
annum. Such facility fee shall accrue (i) from and including the Effective Date
to but excluding the Termination Date (or earlier date of termination of the
Commitments in their entirety), on the daily aggregate amount of the Commitments
(whether used or unused) and (ii) from and including the Termination Date or
such earlier date of termination to but excluding the date the Loans shall be
repaid in their entirety, on the daily aggregate outstanding principal amount of
the Loans.



                                       24



<PAGE>   125


          (b)  PAYMENTS. Accrued facility fees under this Section shall be
payable quarterly on each March 31, June 30, September 30 and December 31,
beginning with March 31, 1997, and upon the date of termination of the
Commitments in their entirety (and, if later, the date the Loans shall be repaid
in their entirety).

          SECTION 2.09. TERMINATION OR REDUCTION OF COMMITMENTS. The Company
may, upon at least three Domestic Business Days' notice to the Agent, (i)
terminate the Commitments at any time, if no Loans are outstanding at such time
or (ii) ratably reduce from time to time by an aggregate amount of $25,000,000
or any larger multiple thereof, the aggregate amount of the Commitments in
excess of the aggregate outstanding principal amount of the Loans. Promptly
after receiving a notice pursuant to this subsection, the Agent shall notify
each Bank of the contents thereof.

          SECTION 2.10. SCHEDULED TERMINATION OF COMMITMENTS. The Commitments
shall terminate on the Termination Date and any Loans then outstanding (together
with accrued interest thereon) shall be due and payable on such date.

          SECTION 2.11. OPTIONAL PREPAYMENTS. (a) Subject in the case of Fixed
Rate Loans to Section 2.13, the Borrower may, upon at least one Domestic
Business Day's notice to the Agent, prepay any Domestic Borrowing (or any Money
Market Borrowing bearing interest at the Base Rate pursuant to Section 8.01(ii))
or upon at least three Euro-Dollar Business Days' notice to the Agent, prepay
any Euro-Dollar Borrowing, in each case in whole at any time, or from time to
time in part in amounts aggregating $15,000,000 or any larger multiple of
$1,000,000, by paying the principal amount to be prepaid together with accrued
interest thereon to the date of prepayment. Each such optional prepayment shall
be applied to prepay ratably the Loans of the several Banks included in such
Borrowing.

          (b)  Except as provided in subsection (a) above, the Borrower may not
prepay all or any portion of the principal amount of any Money Market Loan prior
to the maturity thereof.

          (c)  Upon receipt of a notice of prepayment pursuant to this Section,
the Agent shall promptly notify each Bank of the contents thereof and of such
Bank's ratable share (if any) of such prepayment and such notice shall not
thereafter be revocable by the Borrower.



                                       25



<PAGE>   126


          SECTION 2.12. GENERAL PROVISIONS AS TO PAYMENTS. (a)  The Borrowers
shall make each payment of principal of, and interest on, the Loans and of fees
hereunder, not later than 12:00 Noon (New York City time) on the date when due,
in Dollars in Federal or other funds immediately available in New York City, to
the Agent at its address referred to in Section 11.01. The Agent will promptly
distribute to each Bank its ratable share of each such payment received by the
Agent for the account of the Banks. Whenever any payment of principal of, or
interest on, the Domestic Loans or of fees shall be due on a day which is not a
Domestic Business Day, the date for payment thereof shall be extended to the
next succeeding Domestic Business Day. Whenever any payment of principal of, or
interest on, the Euro-Dollar Loans shall be due on a day which is not a
Euro-Dollar Business Day, the date for payment thereof shall be extended to the
next succeeding Euro-Dollar Business Day unless such Euro-Dollar Business Day
falls in another calendar month, in which case the date for payment thereof
shall be the next preceding Euro-Dollar Business Day. Whenever any payment of
principal of, or interest on, the Money Market Loans shall be due on a day which
is not a Euro-Dollar Business. Day, the date for payment thereof shall be
extended to the next succeeding Euro-Dollar Business Day. If the date for any
payment of principal is extended by operation of law or otherwise, interest
thereon shall be payable for such extended time.

          (b)  Unless the Agent shall have received notice from a Borrower prior
to the date on which any payment is due from such Borrower to the Banks
hereunder that such Borrower will not make such payment in full, the Agent may
assume that such Borrower has made such payment in full to the Agent on such
date and the Agent may, in reliance upon such assumption, cause to be
distributed to each Bank on such due date an amount equal to the amount then due
such Bank. If and to the extent that such Borrower shall not have so made such
payment, each Bank shall repay to the Agent forthwith on demand such amount
distributed to such Bank together with interest thereon, for each day from the
date such amount is distributed to such Bank until the date such Bank repays
such amount to the Agent, at the Federal Funds Rate.

          SECTION 2.13. FUNDING LOSSES. If a Borrower makes any payment of
principal with respect to any Fixed Rate Loan (pursuant to Article VI or VIII or
otherwise) on any day other than the last day of the Interest Period applicable
thereto, or the last day of an applicable period fixed pursuant to Section
2.07(d), or if a Borrower fails to borrow or prepay any Fixed Rate Loans after
notice has been given to any Bank in accordance with Section 2.04(a) or



                                       26




<PAGE>   127


2.11(c), such Borrower shall reimburse each Bank on demand for any resulting
loss or expense incurred by it (or by an existing or prospective Participant in
the related Loan), including (without limitation) any loss incurred in
obtaining, liquidating or employing deposits from third parties, but excluding
loss of margin for the period after any such payment or failure to borrow or
prepay, PROVIDED that such Bank shall have delivered to such Borrower a
certificate as to the amount of such loss or expense, which certificate shall be
conclusive in the absence of manifest error.

          SECTION 2.14. COMPUTATION OF INTEREST AND FEES. Interest based on the
Prime Rate hereunder shall be computed on the basis of a year of 365 days (or
366 days in a leap year) and paid for the actual number of days elapsed
(including the first day but excluding the last day). All other interest and all
facility fees shall be computed on the basis of a year of 360 days and paid for
the actual number of days elapsed (including the first day but excluding the
last day).

          SECTION 2.15. JUDGMENT CURRENCY. If for the purpose of obtaining
judgment in any court it is necessary to convert a sum due from any Borrower
hereunder or under any of the Notes in Dollars into another currency, the
parties hereto agree, to the fullest extent that they may effectively do so,
that the rate of exchange used shall be that at which in accordance with normal
banking procedures the Agent could purchase Dollars with such other currency at
the Agent's New York office on the Domestic Business Day preceding that on which
final judgment is given. The obligations of each Borrower in respect of any sum
due to any Bank or the Agent hereunder or under any Note shall, notwithstanding
any judgment in a currency other than Dollars, be discharged only to the extent
that on the Domestic Business pay following receipt by such Bank or the Agent
(as the case may be) of any sum adjudged to be so due in such other currency
such Bank or the Agent (as the case may be) may in accordance with normal
banking procedures purchase Dollars with such other currency; if the amount of
Dollars so purchased is less than the sum originally due to such Bank or the
Agent, as the case may be, in Dollars, each Borrower agrees, to the fullest
extent that it may effectively do so, as a separate obligation and
notwithstanding any such judgment, to indemnify such Bank or the Agent, as the
case may be, against such loss, and if the amount of Dollars so purchased
exceeds (a) the sum originally due to any Bank or the Agent, as the case may be,
and (b) any amounts shared with other Banks as a result of allocations of such
excess as a disproportionate payment to



                                       27



<PAGE>   128


such Bank under Section 11.04, such Bank or the Agent, as the case may be,
agrees to remit such excess to the appropriate Borrower.

          SECTION 2.16. FOREIGN WITHHOLDING TAXES AND OTHER COSTS. (a)  All
payments by an Eligible Subsidiary of principal of and interest on its Notes and
of all other amounts payable under this Agreement are payable without deduction
for or on account of any present or future taxes, duties or other charges levied
or imposed by the government of any jurisdiction outside the United States or by
any political subdivision or taxing authority thereof or therein through
withholding or deduction with respect to any such payments. If any such taxes,
duties or other charges are so levied or imposed, such Eligible Subsidiary will
pay additional interest or will make additional payments in such amounts so that
every net payment of principal of and interest on its Notes and of all other
amounts payable by it under this Agreement, after withholding or deduction for
or on account of any such present or future taxes, duties or other charges, will
not be less than the amount provided for herein. Such Eligible Subsidiary shall
furnish promptly to the Agent official receipts evidencing such withholding or
deduction.

          (b)  If the cost to any Bank of making or maintaining any Loan to an
Eligible Subsidiary is increased, or the amount of any sum received or
receivable by any Bank (or its Applicable Lending Office) is reduced by an
amount deemed by such Bank to be material, by reason of the fact that such
Eligible Subsidiary is incorporated in, or conducts business in, a jurisdiction
outside the United States the Borrower shall indemnify such Bank for such
increased costs or reduction within 15 days after demand by such Bank (with a
copy to the Agent and the Company). A certificate of such Bank claiming
compensation under this subsection (b) and setting forth the additional amount
or amounts to be paid to it hereunder shall be conclusive in the absence of
manifest error.

          (c)  Each Bank will promptly notify the Company and the Agent of any
event of which it has knowledge that will entitle such Bank to additional
interest or payments pursuant to subsection (b) and will designate a different
Applicable Lending Office, if, in the judgment of such Bank, such designation
will avoid the need for, or reduce the amount of, such compensation and will not
be otherwise disadvantageous to such Bank.

          SECTION 2.17. REGULATION D COMPENSATION. Each Bank may require any
Borrower to pay, contemporaneously with



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<PAGE>   129


each payment of interest on the Euro-Dollar Loans to such Borrower, additional
interest on the related Euro-Dollar Loan to such Borrower of such Bank at a rate
per annum determined by such Bank up to but not exceeding the excess of (i) (A)
the applicable London Interbank Offered Rate divided by (B) one MINUS the
Euro-Dollar Reserve Percentage over (ii) the applicable London Interbank Offered
Rate. Any Bank wishing to require payment of such additional interest (x) shall
so notify such Borrower and the Agent, in which case such additional interest on
the Euro-Dollar Loans to such Borrower of such Bank shall be payable to such
Bank at the place indicated in such notice with respect to each Interest Period
commencing at least three Euro-Dollar Business Days after the giving of such
notice, and (y) shall notify such Borrower at least five Euro-Dollar Business
Days prior to each date on which interest is payable on the Euro-Dollar Loans
to such Borrower of the amount then due it under this Section.

          SECTION 2.18. WITHHOLDING TAX EXEMPTION. At least five Domestic
Business Days prior to the first date on which interest or fees are payable
hereunder for the account of any Bank, each Bank that is not incorporated under
the laws of the United States or a state thereof agrees that it will deliver to
each of the Company and the Agent two duly completed copies of United States
Internal Revenue Service Form 1001 or 4224, certifying in either case that such
Bank is entitled to receive payments from the Company under this Agreement and
the Notes without deduction or withholding of any United States federal income
taxes. Each Bank which so delivers a Form 1001 or 4224 further undertakes to
deliver to each of the Company and the Agent two additional copies of such form
(or a successor form) on or before the date that such form expires or becomes
obsolete or after the occurrence of any event requiring a change in the most
recent form so delivered by it, and such amendments thereto or extensions or
renewals thereof as may be reasonably requested by the Company or the Agent, in
each case certifying that such Bank is entitled to receive payments from the
Company under this Agreement and the Notes without deduction or withholding of
any United States federal income taxes, unless an event (including without
limitation any change in treaty, law or regulation) has occurred prior to the
date on which any such delivery would otherwise be required which renders all
such forms inapplicable or which would prevent such Bank from duly completing
and delivering any such form with respect to it and such Bank advises the
Company and the Agent that it is not capable of receiving such payments without
any deduction or withholding of United States federal income tax.



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<PAGE>   130


                                  ARTICLE III

                                   CONDITIONS


          SECTION 3.01. EFFECTIVENESS. This Agreement shall become effective on
the date that each of the following conditions shall have been satisfied (or
waived in accordance with Section 11.05):

          (a)  receipt by the Agent of counterparts hereof signed by each of the
     parties hereto (or, in the case of any party as to which an executed
     counterpart shall not have been received, receipt by the Agent in form
     satisfactory to it of telegraphic, telex, facsimile transmission or other
     written confirmation from such party of execution of a counterpart hereof
     by such party);

          (b)  receipt by the Agent for the account of each Bank of a duly
     executed Note of the Company dated on or before the Effective Date
     complying with the provisions of Section 2.05;

          (c)  receipt by the Agent of an opinion of the General Counsel of the
     Company (or other counsel for the Company reasonably satisfactory to the
     Agent), substantially in the form of Exhibit E hereto and covering such
     additional matters relating to the transactions contemplated hereby as the
     Required Banks may reasonably request;

          (d)  receipt by the Agent of an opinion of Davis Polk & Wardwell,
     special counsel for the Agent, substantially in the form of Exhibit F
     hereto and covering such additional matters relating to the transactions
     contemplated hereby as the Required Banks may reasonably request;

          (e)  receipt by the Agent of all documents it may reasonably request
     relating to the existence of the Company, the corporate authority for and
     the validity of this Agreement and the Notes, and any other matters
     relevant hereto, all in form and substance satisfactory to the Agent; and

          (f)  receipt by the Agent of evidence satisfactory to it of the 
     payment of all principal and interest on any loans outstanding under, and
     of all other amounts payable under, the Existing 364-Day Credit Agreement;



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<PAGE>   131


     PROVIDED that this Agreement shall not become effective or be binding on
     any party hereto unless all of the foregoing conditions are satisfied no
     later than January 31, 1997. The Agent shall promptly notify the Company
     and the Banks of the Effective Date, and such notice shall be conclusive
     and binding on all parties hereto. The Banks that are parties to the
     Existing 364-Day Credit Agreement, comprising the "Required Banks" as
     defined therein, and the Company agree to eliminate the requirement under
     Section 2.09 of the Existing 364-Day Credit Agreement that notice of
     optional termination of the commitments thereunder be given three Domestic
     Business Days in advance, and further agree that the commitments under the
     Existing 364-Day Credit Agreement shall terminate in their entirety
     simultaneously with and subject to the effectiveness of this Agreement and
     that the Company shall be obligated to pay the accrued facility fees
     thereunder to but excluding the date of such effectiveness. The Company
     shall, within 30 days after the Effective Date, cause the commitments under
     the Duracell Credit Facility to be terminated in their entirety and all
     principal, interest and other amounts payable thereunder to be repaid in
     full.

          SECTION 3.02. BORROWINGS. The obligation of any Bank to make a Loan on
the occasion of any Borrowing is subject to the satisfaction of the following
conditions:

          (a)  receipt by the Agent of a Notice of Borrowing as required by
     Section 2.02 or 2.03, as the case may be;

          (b)  the fact that, immediately after such Borrowing, the aggregate
     outstanding principal amount of the Loans will not exceed the aggregate
     amount of the Commitments less the aggregate principal amount committed or
     outstanding (without duplication) under the Duracell Credit Facility;

          (c)  the fact that, immediately before and after such Borrowing, no 
     Default shall have occurred and be continuing; and

          (d)  the fact that the representations and warranties of the Company
     and the Borrower (if other than the Company) contained in this Agreement
     (except, in the case of a Refunding Borrowing, the representations and
     warranties set forth in Sections 4.05 and 4.07 as to any matter which has
     theretofore been disclosed in writing by the Company to the Banks) shall be
     true in all material respects on and as of the date of such Borrowing.



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<PAGE>   132


Each Borrowing hereunder shall be deemed to be a representation and warranty by
the Company and the Borrower (if other than the Company) on the date of such
Borrowing as to the facts specified in clauses (b), (c) and (d) of this Section.

          SECTION 3.03. FIRST BORROWING BY EACH ELIGIBLE SUBSIDIARY. The
obligation of each Bank to make a Loan on the occasion of the first Borrowing by
each Eligible Subsidiary is subject to the satisfaction of the following further
conditions:

          (a)  receipt by the Agent for the account of each Bank of a duly
     executed Note of such Eligible Subsidiary, dated on or before the date of
     such Borrowing complying with the provisions of Section 2.05;

          (b)  receipt by the Agent of an opinion of counsel for such Eligible
     Subsidiary acceptable to the Agent, substantially in the form of Exhibit I
     hereto and covering such additional matters relating to the transactions
     contemplated hereby as the Required Banks may reasonably request; and

          (c)  receipt by the Agent of all documents which it may reasonably
     request relating to the existence of such Eligible Subsidiary, the
     corporate authority for and the validity of the Election to Participate of
     such Eligible Subsidiary, this Agreement and the Notes of such Eligible
     Subsidiary, and any other matters relevant thereto, all in form and
     substance satisfactory to the Agent.

The documents referred to in this Section 3.03 shall be delivered to the Agent
by an Eligible Subsidiary no later than the date of the first Borrowing by such
Eligible Subsidiary.

                                   ARTICLE IV

                 REPRESENTATIONS AND WARRANTIES OF THE COMPANY

          The Company represents and warrants that:

          SECTION 4.01. CORPORATE EXISTENCE AND POWER. The Company is a
corporation duly incorporated, validly existing and in good standing under the
laws of Delaware, and has all corporate powers and all material governmental
licenses,



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<PAGE>   133


authorizations, consents and approvals required to carry on its business as now
conducted.

          SECTION 4.02. CORPORATE AND GOVERNMENTAL AUTHORIZATION; CONTRAVENTION.
The execution, delivery and performance by the Company of this Agreement and its
Notes are within the Company's corporate powers, have been duly authorized by
all necessary corporate action, require no action by or in respect of, or filing
with, any governmental body, agency or official and do not contravene, or
constitute a default under, any provision of applicable law or regulation or of
the certificate of incorporation or by-laws of the Company or of any agreement,
judgment, injunction, order, decree or other instrument binding upon the Company
or result in the creation or imposition of any Lien on any asset of the Company
or any of its Subsidiaries.

          SECTION 4.03. BINDING EFFECT. This Agreement constitutes a valid and
binding agreement of the Company and its Notes, when executed and delivered in
accordance with this Agreement, will constitute valid and binding obligations of
the Company, in each case enforceable in accordance with their respective terms
except as the same may be limited by bankruptcy, insolvency or similar laws
affecting creditors' rights generally and by general principles of equity.

          SECTION 4.04. FINANCIAL INFORMATION. (a)  The consolidated balance
sheet of the Company and its Consolidated Subsidiaries as of December 31, 1995
and the related consolidated statements of income and cash flows for the fiscal
year then ended, reported on by KPMG Peat Marwick LLP and set forth in the
Company's Annual Report to Shareholders for 1995 incorporated by reference in
the Company's 1995 Form 10-K, a copy of which has been delivered to each of the
Banks, fairly present, in conformity with generally accepted accounting
principles, the consolidated financial position of the Company and its
Consolidated Subsidiaries as of such date and their consolidated results of
operations and cash flows for such fiscal year.

          (b)  The unaudited consolidated balance sheet of the Company and its
Consolidated Subsidiaries as of September 30, 1996 and the related unaudited
consolidated statements of income and cash flows for the nine months then ended,
set forth in the Company's Latest Form 10-Q, a copy of which has been delivered
to each of the Banks, fairly present, on a basis consistent with the financial
statements referred to in subsection (a) of this Section, the consolidated
financial position of the Company and its Consolidated Subsidiaries as of such
date and their



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<PAGE>   134


consolidated results of operations and cash flows for such nine-month period
(subject to normal year-end adjustments).

          SECTION 4.05. NO MATERIAL ADVERSE CHANGE. Since September 30, 1996,
there has been no material adverse change in the business, operations or
financial condition of the Company and its Consolidated Subsidiaries, considered
as a whole.

          SECTION 4.06. COMPLIANCE WITH ERISA. Each member of the ERISA Group
has fulfilled its obligations under the minimum funding standards of ERISA and
the Internal Revenue Code with respect to each Plan and is in compliance in all
material respects with the presently applicable provisions of ERISA and the
Internal Revenue Code with respect to each Plan. No member of the ERISA Group
has (i) sought a waiver of the minimum funding standard under Section 412 of the
Internal Revenue Code in respect of any Plan, (ii) failed to make any
contribution or payment to any Plan or Multiemployer Plan or in respect of any
Benefit Arrangement, or made any amendment to any Plan or Benefit Arrangement,
if such failure or amendment has resulted, or there is a reasonable possibility
that it could result, in the imposition of a Lien or the posting of a bond or
other security under ERISA or the Internal Revenue Code or (iii) incurred any
liability under Title IV of ERISA other than a liability to the PBGC for
premiums under Section 4007 of ERISA.

          SECTION 4.07. LITIGATION. Except as disclosed in the Company's 1995
Form 10-K and the Company's Latest Form 10-Q, there is no action, suit,
investigation or proceeding pending against, or to the knowledge of the Company
threatened against or affecting, the Company or any of its Subsidiaries before
any court or arbitrator or any governmental body, agency or official in which
there is a reasonable possibility of an adverse decision which could materially
adversely affect the business, operations or financial condition of the Company
and its Consolidated Subsidiaries, taken as a whole, or which in any manner
draws into question the validity of this Agreement or the Notes.

          SECTION 4.08. TAXES. The Company has filed (or has obtained extensions
of the time by which it is required to file) all United States federal income
tax returns and all other material tax returns required to be filed by it and
has paid all taxes shown due on the returns so filed as well as all other
material taxes, assessments and governmental charges which have become due,
except such taxes, if any, as are being contested in good faith and as to which
adequate reserves have been provided.



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<PAGE>   135


          SECTION 4.09. FULL DISCLOSURE. All information heretofore furnished by
the Company to the Agent or any Bank for purposes of or in connection with this
Agreement or any transaction contemplated hereby is, and all such information
hereafter furnished by the Company to the Agent or any Bank will be, true and
accurate in all material respects on the date as of which such information is
stated or certified. The Company has disclosed to the Banks in writing any and
all facts which materially and adversely affect or may affect (to the extent the
Company can now reasonably foresee), the business, operations or financial
condition of the Company and its Consolidated Subsidiaries, taken as a whole, or
the ability of the Company to perform its obligations under this Agreement.

                                   ARTICLE V

                                   COVENANTS

          The Company agrees that, so long as any Bank has any Commitment
hereunder or any amount payable under any Note remains unpaid:

          SECTION 5.01. INFORMATION. The Company will deliver to each of the
Banks:

          (a)  as soon as available and in any event within 90 days after the 
     end of each fiscal year of the Company, a consolidated balance sheet of the
     Company and its Consolidated Subsidiaries as of the end of such fiscal year
     and the related consolidated statements of income and cash flows for such
     fiscal year, setting forth in each case in comparative form the figures for
     the previous fiscal year, all reported on in a manner acceptable(degree) to
     the Securities and Exchange Commission by KPMG Peat Marwick LLP or other
     independent public accountants of nationally recognized standing;

          (b)  as soon as available and in any event within 45 days after the 
     end of each of the first three quarters of each fiscal year of the Company,
     (i) a consolidated balance sheet of the Company and its Consolidated
     Subsidiaries as of the end of such quarter, (ii) the related consolidated
     statements of income for such quarter and for the portion of the Company's
     fiscal year ended at the end of such quarter and (iii) the related
     consolidated statement of cash flows for the portion of the Company's
     fiscal year ended at the end of such quarter, setting forth in



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<PAGE>   136


     cases (ii) and (iii) in comparative form the figures for the corresponding
     quarter and the corresponding portion of the Company's previous fiscal
     year, all certified (subject to normal year-end adjustments) as to fairness
     of presentation, generally accepted accounting principles and consistency
     by the chief financial officer or the principal accounting officer of the
     Company;

          (c)  simultaneously with the delivery of each set of financial 
     statements referred to in clauses (a) and (b) above, a certificate of the
     chief financial officer or the principal accounting officer of the Company
     (i) setting forth in reasonable detail the calculations required to
     establish whether the Company was in compliance with the requirements of
     Section 5.05 on the date of such financial statements and (ii) stating
     whether there exists on the date of such certificate any Default and, if
     any Default then exists, setting forth the details thereof and the action
     which the Company is taking or proposes to take with respect thereto;

          (d)  simultaneously with the delivery of each set of financial
     statements referred to in clause (a) above, a statement of the firm of
     independent public accountants which reported on such statements (i)
     stating whether anything has come to their attention to cause them to
     believe that there existed on the date of such statements any Default and
     (ii) confirming the calculations set forth in the officer's certificate
     delivered simultaneously therewith pursuant to clause (c) above;

          (e)  forthwith upon the occurrence of any Default, a certificate of 
     the chief financial officer or the principal accounting officer of the
     Company setting forth the details thereof and the action which the Company
     is taking or proposes to take with respect thereto;

          (f)  promptly upon the mailing thereof to the shareholders of the
     Company generally, copies of all financial statements, reports and proxy
     statements so mailed;

          (g)  promptly upon the filing thereof, copies of all registration
     statements (other than the exhibits thereto and any registration statements
     on Form S-8 or its equivalent) and annual, quarterly or monthly



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<PAGE>   137


     reports which the Company shall have filed with the Securities and Exchange
     Commission;

          (h)  if and when any member of the ERISA Group (i) gives or is 
     required to give notice to the PBGC of any "reportable event" (as defined
     in Section 4043 of ERISA) with respect to any Plan which might reasonably
     constitute grounds for a termination of such Plan under Title IV of ERISA,
     or knows that the plan administrator of any Plan has given or is required
     to give notice of any such reportable event, a copy of the notice of such
     reportable event given or required to be given to the PBGC; (ii) receives
     notice of complete or partial withdrawal liability under Title IV of ERISA
     or notice that any Multiemployer Plan is in reorganization, is insolvent or
     has been terminated, a copy of such notice; (iii) receives notice from the
     PBGC under Title IV of ERISA of an intent to terminate, impose liability
     (other than for premiums under Section 4007 of ERISA) in respect of, or
     appoint a trustee to administer any Plan, a copy of such notice; or (iv)
     fails to make any payment or contribution to any Plan or Multiemployer Plan
     or in respect of any Benefit Arrangement or makes any amendment to any Plan
     or Benefit Arrangement, if such failure or amendment has resulted, or there
     is a reasonable possibility that it could result, in the imposition of a
     Lien or the posting of a bond or other security under ERISA or the Internal
     Revenue Code, a certificate of the chief financial officer, the principal
     accounting officer or the treasurer of the Company setting forth details as
     to such occurrence and action, if any, which the Company or applicable
     member of the ERISA Group is required or proposes to take;

          (i)  promptly upon any change in the rating by Standard & Poor's
     Ratings Services or Moody's Investors Service, Inc. of the Company's
     outstanding public senior unsecured long-term debt securities or the
     Company's outstanding commercial paper, a notice reporting such change and
     stating the date on which such change was announced by the relevant rating
     agency; and

          (j)  from time to time such additional information regarding the
     business, operations or financial condition of the Company and its
     Subsidiaries as the Agent, at the request of any Bank, may reasonably
     request.

          SECTION 5.02. MAINTENANCE OF PROPERTY; INSURANCE. The Company will
keep, and will cause each Subsidiary to



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<PAGE>   138


keep, all property useful and necessary in its business in good working order
and condition, ordinary wear and tear excepted; will maintain, and will cause
each Subsidiary to maintain (either in the name of the Company or in such
Subsidiary's own name) with financially sound and reputable insurance companies,
insurance on all their property in at least such amounts and against at least
such risks as are usually insured against in the same general area by companies
of established repute engaged in the same or a similar business; and will
furnish to the Banks, upon written request from the Agent, such information as
may be reasonably requested as to the insurance carried.

          SECTION 5.03. CONDUCT OF BUSINESS AND MAINTENANCE OF EXISTENCE. The
Company will preserve, renew and keep in full force and effect its corporate
existence and its rights, privileges and franchises necessary or desirable in
the normal conduct of business.

          SECTION 5.04. COMPLIANCE WITH LAWS. The Company will comply, and cause
each Subsidiary to comply, in all material respects with all applicable laws,
ordinances, rules, regulations, and requirements of governmental authorities
(including, without limitation, ERISA and the rules and regulations thereunder)
except where the necessity of compliance therewith is contested in good faith by
appropriate proceedings.

          SECTION 5.05. EARNINGS TO INTEREST EXPENSE RATIO. At the end of each
fiscal quarter of the Company, the ratio of (x) Consolidated Earnings Before
Interest and Taxes for the four fiscal quarters then ended to (y) Gross Interest
Expense for the four fiscal quarters then ended will not be less than 6.50:1.

          SECTION 5.06. NEGATIVE PLEDGE. Neither the Company nor any Subsidiary
will create, assume or suffer to exist any Lien on any asset now owned or
hereafter acquired by it, except:

          (a)  Liens existing on the date hereof securing Debt outstanding on 
     the date hereof in an aggregate principal amount not exceeding $25,000,000;

          (b)  any Lien existing on any asset of any corporation at the time 
     such corporation becomes a Subsidiary and not created in contemplation of
     such event;

          (c)  any Lien on any asset securing Debt incurred or assumed for the 
     purpose of financing all or any part



                                       38



<PAGE>   139


     of the cost of acquiring such asset, PROVIDED that such Lien attaches to
     such asset concurrently with or within 90 days after the acquisition
     thereof;

          (d)  any Lien on any asset of any corporation existing at the time 
     such corporation is merged or consolidated with or into the Company or a
     Subsidiary and not created in contemplation of such event;

          (e)  any Lien existing on any asset prior to the acquisition thereof 
     by the Company or a Subsidiary and not created in contemplation of such
     acquisition;

          (f)  any Lien arising out of the refinancing, extension, renewal or
     refunding of any Debt secured by any Lien permitted by any of the foregoing
     clauses of this Section, PROVIDED that such Debt is not increased and is
     not secured by any additional assets;

          (g)  any Lien arising pursuant to any order of attachment, distraint 
     or similar legal process arising in connection with court proceedings so
     long as the execution or other enforcement thereof is effectively stayed
     and the claims secured thereby are being contested in good faith by
     appropriate proceedings;

          (h)  Liens incidental to the conduct of its business or the ownership
     of its assets which (i) do not secure Debt or Derivatives Obligations and
     (ii) do not in the aggregate materially detract from the value of its
     assets or materially impair the use thereof in the operation of its
     business;

          (i)  Liens on cash and cash equivalents securing Derivatives
     Obligations, provided that the aggregate amount of cash and cash
     equivalents subject to such Liens-may at no time exceed $25,000,000; and

          (j)  Liens not otherwise permitted by the foregoing clauses of this
     Section securing Debt in an aggregate principal amount at any time
     outstanding not to exceed 5% of Consolidated Assets.

          SECTION 5.07. CONSOLIDATIONS, MERGERS AND SALES OF ASSETS. The Company
will not (i) consolidate or merge with or into any other Person or (ii) sell,
lease or otherwise transfer, directly or indirectly, all or substantially all of
the assets of the Company and its Subsidiaries, taken as a whole, to any other
Person; PROVIDED that the Company may merge with a Subsidiary if (A) the Company
is the corporation surviving such merger and (B)



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<PAGE>   140


immediately after giving effect to such merger, no Default shall have occurred
and be continuing.

          SECTION 5.08. MATERIAL SUBSIDIARY CASH FLOW. The Company will not, and
will not permit any Material Subsidiary to, enter into any arrangement which
restricts the ability of any Material Subsidiary, directly or indirectly, to
make funds available to the Company, whether by way of dividend or other
distribution, advance or otherwise.

          SECTION 5.09. USE OF PROCEEDS. The proceeds of Loans hereunder will be
used by the Borrowers for their general corporate purposes, including without
limitation, any purchase, redemption, retirement or acquisition of outstanding
shares of capital stock of the Company ("Stock Repurchases"). Except for
permitted Stock Repurchases referred to in the immediately preceding sentence,
none of such proceeds will be used, directly or indirectly, for the purpose,
whether immediate, incidental or ultimate, of purchasing or carrying any "margin
stock" within the meaning of Regulation U.

                                   ARTICLE VI

                                    DEFAULTS

          SECTION 6.01. EVENTS OF DEFAULT. If one or more of the following
events ("Events of Default") shall have occurred and be continuing:

          (a)  any principal of any Loan shall not be paid when due, or any
     interest, any fees or any other amount payable hereunder shall not be paid
     within five days of the due date thereof;

          (b)  the Company shall fail to observe or perform any covenant 
     contained in Sections 5.05 to 5.09, inclusive;

          (c)  any Borrower shall fail to observe or perform any covenant or
     agreement contained in this Agreement (other than those covered by clause
     (a) or (b) above) for 30 days after written notice thereof has been given
     to the Company by the Agent at the request of any Bank;

          (d)  any representation, warranty, certification or statement made or
     deemed to have been made by any Borrower in this Agreement or in any
     certificate,



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<PAGE>   141


     financial statement or other document delivered pursuant to this Agreement
     shall prove to have been incorrect in any material respect when made (or
     deemed made);

          (e)  the Company or any Subsidiary shall fail to make any payment in
     respect of any Material Debt or any Material Financial Obligations when due
     or within any applicable grace period;

          (f)  any event or condition shall occur which results in the
     acceleration of the maturity of any Material Debt or enables (or, with the
     giving of notice or lapse of time or both, would enable) the holder of such
     Debt or any Person acting on such holder's behalf to accelerate the
     maturity thereof;

          (g)  the Company or any Material Subsidiary shall commence a voluntary
     case or other proceeding seeking liquidation, reorganization or other
     relief with respect to itself or its debts under any bankruptcy, insolvency
     or other similar law now or hereafter in effect or seeking the appointment
     of a trustee, receiver, liquidator, custodian or other similar official of
     it or any substantial part of its property, or shall consent to any such
     relief or to the appointment of or taking possession by any such official
     in an involuntary case or other proceeding commenced against it, or shall
     make a general assignment for the benefit of creditors, or shall fail
     generally to pay its debts as they become due, or shall take any corporate
     action to authorize any of the foregoing;

          (h)  an involuntary case or other proceeding shall be commenced 
     against the Company or any Material Subsidiary seeking liquidation,
     reorganization or other relief with respect to it or its debts under any
     bankruptcy, insolvency or other similar law now or hereafter in effect or
     seeking the appointment of a trustee, receiver, liquidator, custodian or
     other similar official of it or any substantial part of its property, and
     such involuntary case or other proceeding shall remain undismissed and
     unstayed for a period of 60 days; or an order for relief shall be entered
     against the Company or any Material Subsidiary under the federal bankruptcy
     laws as now or hereafter in effect;

          (i)  any member of the ERISA Group shall fail to pay when due 
     (including any approved extensions) an



                                       41

<PAGE>   142


     amount or amounts aggregating in excess of $50,000,000 which it shall have
     become liable to pay under Title IV of ERISA; or notice of intent to
     terminate a Material Plan shall be filed under Title IV of ERISA by any
     member of the ERISA Group, any plan administrator or any combination of the
     foregoing; or the PBGC shall institute proceedings under Title IV of ERISA
     to terminate, impose liability (other than for premiums under Section 4007
     of ERISA) in respect of, or to cause a trustee to be appointed to
     administer any Material Plan; or a condition shall exist by reason of which
     the PBGC would be entitled to obtain a decree adjudicating that any
     Material Plan must be terminated; or there shall occur a complete or
     partial withdrawal from, or a default, within the meaning of Section
     4219(c) (5) of ERISA, with respect to, one or more Multiemployer Plans
     which could cause one or more members of the ERISA Group to incur a current
     payment obligation in excess of $50,000,000;

          (j)  a judgment or order for the payment of money in excess of
     $50,000,000 shall be rendered against the Company or any Material
     Subsidiary and such judgment or order shall continue unsatisfied and
     unstayed for a period of 30 days; or

          (k)  any Person or two or more Persons acting in concert shall have
     acquired beneficial ownership (within the meaning of Rule 13d-3 of the
     Securities and Exchange Commission under the Securities Exchange Act of
     1934) of 30% or more of the outstanding shares of voting stock of the
     Company; or, during any two-year period, the individuals who were serving
     on the board of directors of the Company at the beginning of such period or
     who were nominated for election or elected to such board during such period
     with the affirmative vote of at least two-thirds of such individuals still
     in office cease to constitute a majority of such board;

then, and in every such event, the Agent shall (i) if requested by Banks having
more than 50% in aggregate amount of the Commitments, by notice to the Company
terminate the Commitments and they shall thereupon terminate, and (ii) if
requested by Banks holding Notes evidencing more than 50% in aggregate principal
amount of the Loans, by notice to the Company declare the Notes (together with
accrued interest thereon and all accrued fees and other amounts payable by any
Borrower hereunder) to be, and the Notes shall thereupon become, immediately due
and payable without presentment, demand, protest or other notice of any kind,
all of which are hereby waived by each Borrower; provided that in the



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case of any of the Events of Default specified in clause or (h) above with
respect to any Borrower, without any notice to any Borrower or any other act by
the Agent or the Banks, the Commitments shall thereupon terminate and the Notes
(together with accrued interest thereon and all accrued fees and other amounts
payable by any Borrower hereunder) shall become immediately due and payable
without presentment, demand, protest or other notice of any kind, all of which
are hereby waived by each Borrower.

          SECTION 6.02. NOTICE OF DEFAULT. The Agent shall Give notice to the
Company under Section 6.01(c) promptly upon being requested to do so by any Bank
and shall thereupon notify all the Banks thereof.

                                  ARTICLE VII

                                   THE AGENT

          SECTION 7.01. APPOINTMENT AND AUTHORIZATION. Each Bank irrevocably
appoints and authorizes the Agent to take such action as agent on its behalf and
to exercise such powers under this Agreement and the Notes as are delegated to
the Agent by the terms hereof or thereof, together with all such powers as are
reasonably incidental thereto.

          SECTION 7.02. AGENT AND AFFILIATES. Morgan Guaranty Trust Company of
New York shall have the same rights and powers under this Agreement as any other
Bank and may exercise or refrain from exercising the same as though it were not
the Agent, and Morgan Guaranty Trust Company of New York and its affiliates may
accept deposits from, lend money to, and generally engage in any kind of
business with any Borrower or any Subsidiary or affiliate of any Borrower as if
it were not the Agent hereunder.

          SECTION 7.03. ACTION BY AGENT. The obligations of the Agent hereunder
are only those expressly set forth herein. Without limiting the generality of
the foregoing, the Agent shall not be required to take any action with respect
to any Default, except as expressly provided in Article VI.

          SECTION 7.04. CONSULTATION WITH EXPERTS. The Agent may consult with
legal counsel (who may be counsel for any Borrower), independent public
accountants and other experts selected by it and shall not be liable for any
action taken or omitted to be taken by it in Good faith in



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accordance with the advice of such counsel, accountants or experts.

          SECTION 7.05. LIABILITY OF AGENT. Neither the Agent nor any of its
affiliates nor any of their respective directors, officers, agents or employees
shall be liable for any action taken or not taken by it in connection herewith
(i) with the consent or at the request of the Required Banks (or when expressly
required hereby, all the Banks) or (ii) in the absence of its own gross
negligence or willful misconduct. Neither the Agent nor any of its affiliates
nor any of their respective directors, officers, agents or employees shall be
responsible for or have any duty to ascertain, inquire into or verify (i) any
statement, warranty or representation made in connection with this Agreement or
any borrowing hereunder; (ii) the performance or observance of any of the
covenants or agreements of any Borrower; (iii) the satisfaction of any condition
specified in Article III, except receipt of items required to be delivered to
the Agent; or (iv) the validity, effectiveness or Genuineness of this Agreement,
the Notes or any other instrument or writing furnished in connection herewith.
The Agent shall not incur any liability by acting in reliance upon any notice,
consent, certificate, statement, or other writing (which may be a bank wire,
telex, facsimile transmission or similar writing) believed by it to be genuine
or to be signed by the proper party or parties. Without limiting the generality
of the foregoing, the use of the term "agent" in this Agreement with reference
to the Agent is not intended to connote any fiduciary or other implied (or
express) obligations arising under agency doctrine of any applicable law.
Instead, such term is used merely as a matter of market custom and is intended
to create or reflect only an administrative relationship between independent
contracting parties.

          SECTION 7.06. INDEMNIFICATION. Each Bank shall, ratably in accordance
with its Commitment, indemnify the Agent, its affiliates and their respective
directors, officers, agents and employees (to the extent not reimbursed by the
Borrowers) against any cost, expense (including counsel fees and disbursements),
claim, demand, action, loss or liability (except such as result from such
indemnitees' gross negligence or willful misconduct) that such indemnitees may
suffer or incur in connection with its role as Agent hereunder or any action
taken or omitted by such indemnitees in connection therewith.

          SECTION 7.07. CREDIT DECISION. Each Bank acknowledges that it has,
independently and without reliance upon the Agent or any other Bank, and based
on such



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documents and information as it has deemed appropriate, made its own credit
analysis and decision to enter into this Agreement. Each Bank also acknowledges
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 decisions in taking or not taking
any action under this Agreement.

          SECTION 7.08. SUCCESSOR AGENT. The Agent may resign at any time by
giving notice thereof to the Banks and the Company. Upon any such resignation,
the Required Banks shall have the right to appoint a successor Agent. If no
successor Agent shall have been so appointed by the Required Banks, and shall
have accepted such appointment, within 30 days after the retiring Agent gives
notice of resignation, then the retiring Agent may, on behalf of the Banks,
appoint a successor Agent, which shall be a commercial bank organized or
licensed under the laws of the United States or of any State thereof and having
a combined capital and surplus of at least $500,000,000. Upon the acceptance of
its appointment as Agent hereunder by a successor Agent, such successor Agent
shall thereupon succeed to and become vested with all the rights and duties of
the retiring Agent, and the retiring Agent shall be discharged from its duties
and obligations hereunder. After any retiring Agent's resignation hereunder as
Agent, the provisions of this Article shall inure to its benefit as to any
actions taken or omitted to be taken by it while it was Agent.

          SECTION 7.09. AGENT'S FEE. The Company shall pay to the Agent for its
own account fees in the amounts and at the times previously agreed upon between
the Company and the Agent.


                                  ARTICLE VIII

                            CHANGE IN CIRCUMSTANCES


          SECTION 8.01. BASIS FOR DETERMINING INTEREST RATE INADEQUATE OR
UNFAIR. If on or prior to the first day of any Interest Period for any Fixed
Rate Borrowing:

          (a) the Agent is advised by the Reference Banks that deposits in
     dollars (in the applicable amounts) are not being offered to the Reference
     Banks in the relevant market for such Interest Period, or



                                       45



<PAGE>   146


          (b) in the case of a Committed Borrowing, Banks having 50% or more of
     the aggregate amount of the Commitments advise the Agent that the Adjusted
     CD Rate or the London Interbank Offered Rate, as the case may be, as
     determined by the Agent will not adequately and fairly reflect the cost to
     such Banks of funding their CD Loans or Euro-Dollar Loans, as the case may
     be, for such Interest Period,

the Agent shall forthwith give notice thereof to the Borrowers and the Banks,
whereupon until the Agent notifies the Borrowers that the circumstances giving
rise to such suspension no longer exist, the obligations of the Banks to make CD
Loans or Euro-Dollar Loans, as the case may be, shall be suspended. Unless a
Borrower notifies the Agent at least one Domestic Business Day before the date
of any Fixed Rate Borrowing for which a Notice of Borrowing has previously been
given that it elects not to borrow on such date, (i) if such Fixed Rate
Borrowing is a Committed Borrowing, such Borrowing shall instead be made as a
Base Rate Borrowing and (ii) if such Fixed Rate Borrowing is a Money Market
LIBOR Borrowing, the Money Market LIBOR Loans comprising such Borrowing shall
bear interest for each day from and including the first day to but excluding the
last day of the Interest Period applicable thereto at the Base Rate for such
day.

          SECTION 8.02. ILLEGALITY. If, on or after the date hereof, the
adoption of any applicable law, rule or regulation, or any change in any
applicable law, rule or regulation, or any change in the interpretation or
administration thereof by any governmental authority, central bank or comparable
agency charged with the interpretation or administration thereof, or compliance
by any Bank (or its Euro-Dollar Lending Office) with any request or directive
(whether or not having the force of law) of any such authority, central bank or
comparable agency shall make it unlawful or impossible for any Bank (or its
Euro-Dollar Lending Office) to make, maintain or fund its Euro-Dollar Loans to
any Borrower and such Bank shall so notify the Agent, the Agent shall forthwith
give notice thereof to the other Banks and such Borrower, whereupon until such
Bank notifies such Borrower and the Agent that the circumstances giving rise to
such suspension no longer exist, the obligation of such Bank to make Euro-Dollar
Loans to such Borrower shall be suspended. Before giving any notice to the Agent
pursuant to this Section, such Bank shall designate a different Euro-Dollar
Lending Office if such designation will avoid the need for giving such notice
and will not, in the judgment of such Bank, be otherwise disadvantageous to such
Bank. If such Bank shall determine


                                       46


<PAGE>   147


that it may not lawfully continue to maintain and fund any of its outstanding
Euro-Dollar Loans to such Borrower to maturity and shall so specify in such
notice, such Borrower shall immediately prepay in full the then outstanding
principal amount of each such Euro-Dollar Loan, together with accrued interest
thereon. Concurrently with prepaying each such Euro-Dollar Loan, such Borrower
shall borrow a Base Rate Loan in an equal principal amount from such Bank (on
which interest and principal shall be payable contemporaneously with the related
Euro-Dollar Loans of the other Banks), and such Bank shall make such a Base Rate
Loan.

          SECTION 8.03. INCREASED COST AND REDUCED RETURN. (a) If on or after
(x) the date hereof, in the case of any Committed Loan or any obligation to make
Committed Loans or (y) the date of the related Money Market Quote, in the case
of any Money Market Loan, the adoption of any applicable law, rule or
regulation, or any change in any applicable law, rule or regulation, or any
change in the interpretation or administration thereof by any governmental
authority, central bank or comparable agency charged with the interpretation or
administration thereof, or compliance by any Bank (or its Applicable Lending
Office) with any request or directive (whether or not having the force of law)
of any such authority, central bank or comparable agency:

          (i) shall subject any Bank (or its Applicable Lending Office) to any
     tax, duty or other charge with respect to its Fixed Rate Loans, its Notes
     or its obligation to make Fixed Rate Loans, or shall change the basis of
     taxation of payments to any Bank (or its Lending Office) of the principal
     of or interest on its Fixed Rate Loans or any other amounts due under this
     Agreement in respect of its Fixed Rate Loans or its obligation to make
     Fixed Rate Loans (except for changes in the rate of tax on the overall net
     income of such Bank or its Applicable Lending Office imposed by the
     jurisdiction in which such Bank's principal executive office or Applicable
     Lending Office is located); or

          (ii) shall impose, modify or deem applicable any reserve (including,
     without limitation, any such requirement imposed by the Board of Governors
     of the Federal Reserve System, but excluding (i) with respect to any CD
     Loan any such requirement included in an applicable Domestic Reserve
     Percentage and (ii) with respect to any Euro-Dollar Loan any such
     requirement with respect


                                       47


<PAGE>   148


     to which such Bank is entitled to compensation during the relevant Interest
     Period under Section 2.17), special deposit, insurance assessment
     (excluding, with respect to any CD Loan, any such requirement reflected in
     an applicable Assessment Rate) or similar requirement against assets of,
     deposits with or for the account of, or credit extended by, any Bank (or
     its Applicable Lending Office) or shall impose on any Bank (or its
     Applicable Lending Office) or on the United States market for certificates
     of deposit or the London interbank market any other condition affecting its
     Fixed Rate Loans, its Notes or its obligation to make Fixed Rate Loans;

and the result of any of the foregoing is to increase the cost to such Bank (or
its Applicable Lending Office) of making or maintaining any Fixed Rate Loan, or
to reduce the amount of any sum received or receivable by such Bank (or its
Applicable Lending Office) under this Agreement or under its Note with respect
thereto, by an amount deemed by such Bank to be material, then, within 15 days
after demand by such Bank (with a copy to the Agent), the Company shall pay to
such Bank such additional amount or amounts as will compensate such Bank for
such increased cost or reduction.

          (b) If any Bank shall have determined that, on or after the date
hereof, the adoption of any applicable law, rule or regulation regarding capital
adequacy, or any change in any such law, rule or regulation, or any change in
the interpretation or administration thereof by any governmental authority,
central bank or comparable agency charged with the interpretation or
administration thereof, or any request or directive regarding capital adequacy
(whether or not having the force of law) of any such authority, central bank or
comparable agency (including any determination by any such authority, central
bank or comparable agency that, for purposes of capital adequacy requirements,
the Commitments hereunder do not constitute commitments with an original
maturity of one year or less, which shall be deemed to be a change in the
interpretation and administration of such requirements), has or would have the
effect of reducing the rate of return on capital of such Bank (or its Parent) as
a consequence of such Bank's obligations hereunder to a level below that which
such Bank (or its Parent) could have achieved but for such adoption, change,
request or directive (taking into consideration its policies with respect to
capital adequacy) by an amount deemed by such Bank to be material, then from
time to time, within 15 days after demand by such Bank (with a copy to the
Agent), the Company shall pay to such Bank such additional amount or amounts as


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<PAGE>   149

will compensate such Bank (or its Parent) for such reduction.

          (c)  Each Bank will promptly notify the Company and the Agent of any
event of which it has knowledge, occurring on or after the date hereof, which
will entitle such Bank to compensation pursuant to this Section and will
designate a different Applicable Lending Office if such designation will avoid
the need for, or reduce the amount of, such compensation and will not, in the
judgment of such Bank, be otherwise disadvantageous to such Bank. A certificate
of any Bank claiming compensation under this Section and setting forth the
additional amount or amounts to be paid to it hereunder shall be conclusive in
the absence of manifest error. In determining such amount, such Bank may use any
reasonable averaging and attribution methods.

          SECTION 8.04. BASE RATE LOANS SUBSTITUTED FOR AFFECTED FIXED RATE
LOANS. If (i) the obligation of any Bank to make Euro-Dollar Loans to any
Borrower has been suspended pursuant to Section 8.02 or (ii) any Bank has
demanded compensation under Section 8.03(a) with respect to its CD Loans or
Euro-Dollar Loans and a Borrower shall, by at least three Euro-Dollar Business
Days' prior notice to such Bank through the Agent, have elected that the
provisions of this Section shall apply to such Bank, then, unless and until such
Bank notifies such Borrower that the circumstances giving rise to such
suspension or demand for compensation no longer exist:

          (a)  all Loans to such Borrower which would otherwise be made by such
     Bank as CD Loans or Euro-Dollar Loans, as the case may be, shall be made
     instead as Base Rate Loans (on which interest and principal shall be
     payable contemporaneously with the related Fixed Rate Loans of the other
     Banks), and

          (b)  after each of its CD Loans or Euro-Dollar Loans, as the case may
     be, to such Borrower has been repaid, all payments of principal which would
     otherwise be applied to repay such Fixed Rate Loans shall be applied to
     repay its Base Rate Loans to such Borrower instead.





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<PAGE>   150






                                   ARTICLE IX

                         REPRESENTATIONS AND WARRANTIES
                            OF ELIGIBLE SUBSIDIARIES

        Each Eligible Subsidiary shall be deemed by the execution and delivery
of its Election to Participate to have represented and warranted as of the date
thereof that:

        SECTION 9.01. CORPORATE EXISTENCE AND POWER. It is a corporation duly
incorporated, validly existing and in good standing under the laws of its
jurisdiction of incorporation and has all corporate powers and all material
governmental licenses, authorizations, consents and approvals required to carry
on its business as then conducted.

        SECTION 9.02. CORPORATE AND GOVERNMENTAL AUTHORIZATION; CONTRAVENTION.
The execution and delivery by it of its Election to Participate and its Notes,
and the performance by it of this Agreement and its Notes, are within its
corporate powers, have been duly authorized by all necessary corporate action,
require no action by or in respect of, or filing with, any governmental body,
agency or official and do not contravene, or constitute a default under, any
provision of applicable law or regulation or of its certificate of incorporation
or by-laws or of any agreement, judgment, injunction, order, decree or other
instrument binding upon the Company or such Eligible Subsidiary or result in the
creation or imposition of any Lien on any asset of the Company or any of its
Subsidiaries.

        SECTION 9.03. BINDING EFFECT. This Agreement constitutes a valid and
binding agreement of such Eligible Subsidiary and its Notes, when executed and
delivered in accordance with this Agreement, will constitute valid and binding
obligations of such Eligible Subsidiary, in each case enforceable in accordance
with their respective terms except as the same may be limited by bankruptcy,
insolvency or similar laws affecting creditors' rights generally and by general
principles of equity.

        SECTION 9.04. TAXES. Except as disclosed to the Banks in writing prior
to the delivery of such Election to Participate, there is no income, stamp or
other tax of any country, or any taxing authority thereof or therein, imposed by
or in the nature of withholding or otherwise, which is imposed on any payment to
be made by such Eligible Subsidiary pursuant hereto or on its Notes, or is
imposed on






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<PAGE>   151

or by virtue of the execution, delivery or enforcement of its Election to
Participate, this Agreement or its Notes.


                                   ARTICLE X

                                    GUARANTY

        SECTION 10.01. THE GUARANTY. The Company hereby unconditionally
guarantees the full and punctual payment (whether at stated maturity, upon
acceleration or otherwise) of the principal of and interest on each Note issued
by any Eligible Subsidiary pursuant to this Agreement, and the full and punctual
payment of all other amounts payable by any Eligible Subsidiary under this
Agreement. Upon failure by any Eligible Subsidiary to pay punctually any such
amount, the Company shall forthwith on demand pay the amount not so paid at the
place and in the manner specified in this Agreement.

        SECTION 10.02. GUARANTY UNCONDITIONAL. The obligations of the Company
hereunder shall be unconditional and absolute and, without limiting the
generality of the foregoing, shall not be released, discharged or otherwise
affected by:

            (i)   any extension, renewal, settlement, compromise, waiver or
      release in respect of any obligation of any Eligible Subsidiary under this
      Agreement or any Note, by operation of law or otherwise;

            (ii)  any modification or amendment of or supplement to this
      Agreement or any Note;

            (iii) any release, impairment, non-perfection or invalidity of any
      direct or indirect security for any obligation of any Eligible Subsidiary
      under this Agreement or any Note;

            (iv)  any change in the corporate existence, structure or ownership
      of any Eligible Subsidiary, or any insolvency, bankruptcy, reorganization
      or other similar proceeding affecting any Eligible Subsidiary or its
      assets, or any resultant release or discharge of the obligations of any
      Eligible Subsidiary hereunder or under any Note;

            (v)   the existence of any claim, set-off or other rights which the
      Company may have at any time against





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<PAGE>   152


      any Eligible Subsidiary, the Agent, any Bank or any other Person, whether
      in connection herewith or any unrelated transactions, PROVIDED that
      nothing herein shall prevent the assertion of any such claim by separate
      suit or compulsory counterclaim;

            (vi)  any invalidity or unenforceability relating to or against any
      Eligible Subsidiary for any reason of this Agreement or any Note, or any
      provision of applicable law or regulation purporting to prohibit the
      payment by any Eligible Subsidiary of the principal of or interest on any
      Note or any other amount payable by it under this Agreement; or

            (vii) any other act or omission to act or delay of any kind by any
      Eligible Subsidiary, the Agent, any Bank or any other Person or any other
      circumstance whatsoever which might, but for the provisions of this
      paragraph, constitute a legal or equitable discharge of or defense to the
      Company's obligations hereunder.

            SECTION 10.03. DISCHARGE ONLY UPON PAYMENT IN FULL; REINSTATEMENT IN
CERTAIN CIRCUMSTANCES. The Company's obligations hereunder shall remain in full
force and effect until the Commitments shall have terminated and the principal
of and interest on the Notes and all other amounts payable by the Company and
each Eligible Subsidiary under this Agreement shall have been paid in full. If
at any time any payment of any principal of or interest on any Note or any other
amount payable by any Eligible Subsidiary under this Agreement is rescinded or
must be otherwise restored or returned upon the insolvency, bankruptcy or
reorganization of any Eligible Subsidiary or otherwise, the Company's
obligations hereunder with respect to such payment shall be reinstated at such
time as though such payment had been due but not made at such time.

            SECTION 10.04. WAIVER BY THE COMPANY. The Company irrevocably waives
acceptance hereof, presentment, demand, protest and any notice not PROVIDED for
herein, as well as any requirement that at any time any action be taken by any
Person against any Eligible Subsidiary or any other Person.

            SECTION 10.05. NO SUBROGATION. If the Company makes any payment
under this Article X in respect of any obligation of an Eligible Subsidiary, the
Company shall not be subrogated to the rights of the holder of such obligation
against such Eligible Subsidiary with respect to such payment.




                                       52
<PAGE>   153

            SECTION 10.06. STAY OF ACCELERATION. In the event that acceleration
of the time for payment of any amount payable by any Eligible Subsidiary under
this Agreement or the Notes is stayed upon the insolvency, bankruptcy or
reorganization of such Eligible Subsidiary, all such amounts otherwise subject
to acceleration under the terms of this Agreement shall nonetheless be payable
by the .Company hereunder forthwith on demand by the Agent made at the request
of the Required Banks.

                                   ARTICLE XI

                                 MISCELLANEOUS

            SECTION 11.01. NOTICES. All notices, requests and other
communications to any party hereunder shall be in writing (including bank wire,
telex, facsimile transmission or similar writing) and shall be given to such
party: (x) in the case of any Borrower or the Agent, at its address, facsimile
number or telex number set forth on the signature pages hereof (or, in the case
of an Eligible Subsidiary, its Election to Participate), (y) in the case of any
Bank, at its address, facsimile number or telex number set forth in its
Administrative Questionnaire or (z) in the case of any party, such other
address, facsimile number or telex number as such party may hereafter specify
for the purpose by notice to the Agent and the Company. Each such notice,
request or other communication shall be effective (i) if given by telex, when
such telex is transmitted to the telex number specified in this Section and the
appropriate answerback is received, (ii) if given by facsimile transmission,
when transmitted to the facsimile number specified in this Section and
confirmation of receipt is received, (iii) if given by mail, 72 hours after such
communication is deposited in the mails with first class postage prepaid,
addressed as aforesaid or (iv) if given by any other means, when delivered at
the address specified in this Section; PROVIDED that notices to the Agent under
Article II or Article VIII shall not be effective until received.

            SECTION 11.02. NO WAIVERS. No failure or delay by the Agent or any
Bank in exercising any right, power or. privilege hereunder or under any Note
shall operate as a waiver thereof nor shall any single or partial exercise
thereof preclude any other or further exercise thereof or the exercise of any
other right, power or privilege. The rights and remedies herein PROVIDED shall
be cumulative and not exclusive of any rights or remedies provided by law.







                                       53
<PAGE>   154

            SECTION 11.03. EXPENSES; INDEMNIFICATION. (a) The Company shall pay
(i) all out-of-pocket expenses of the Agent, including reasonable fees and
disbursements of special counsel for the Agent, in connection with the
preparation of this Agreement, any waiver or consent hereunder or any amendment
hereof or any Default or alleged Default hereunder and (ii) if an Event of
Default occurs, all out-of-pocket expenses incurred by the Agent or any Bank,
including (without duplication) the reasonable fees and disbursements of outside
counsel and the allocated cost of inside counsel, in connection with such Event
of Default and collection, bankruptcy, insolvency and other enforcement
proceedings resulting therefrom. The Company shall indemnify each Bank against
any transfer taxes, documentary taxes, assessments or charges made by any
governmental authority by reason of the execution and delivery of this
Agreement, any Election to Participate or Election to Terminate or any Note.

            (b) The Company agrees to indemnify the Agent and each Bank, their
respective affiliates and the respective directors, officers, agents and
employees of the foregoing (each an "Indemnitee") and hold each Indemnitee
harmless from and against any and all liabilities, losses, damages, costs and
expenses of any kind, including, without limitation, the reasonable fees and
disbursements of counsel, which may be incurred by such Indemnitee in connection
with any investigative, administrative or judicial proceeding (whether or not
such Indemnitee shall be designated a party thereto) brought or threatened
relating to or arising out of this Agreement or any actual or proposed use of
proceeds of Loans hereunder; PROVIDED that no Indemnitee shall have the right to
be indemnified hereunder for such Indemnitee's own gross negligence or willful
misconduct as determined by a court of competent jurisdiction.

            SECTION 11.04. SHARING OF SET-OFFS. Each Bank agrees that if it
shall, by exercising any right of set-off or counterclaim or otherwise, receive
payment of a proportion of the aggregate amount of principal and interest due
with respect to the Note of any Borrower held by it which is greater than the
proportion received by any other Bank in respect of the aggregate amount of
principal and interest due with respect to the Note of such Borrower held by
such other Bank, the Bank receiving such proportionately greater payment shall
purchase such participations in the Notes of such Borrower held by the other
Banks, and such other adjustments shall be made, as may be required so that all
such payments of principal and interest with respect to





                                       54

<PAGE>   155



the Notes of such Borrower held by the Banks shall be shared by the Banks pro
rata; PROVIDED that nothing in this Section shall impair the right of any Bank
to exercise any right of set-off or counterclaim it may have and to apply the
amount subject to such exercise to the payment of indebtedness of a Borrower
other than its indebtedness hereunder. Each Borrower agrees, to the fullest
extent it may effectively do so under applicable law, that any holder of a
participation in a Note, whether or not acquired pursuant to the foregoing
arrangements, may exercise rights of set-off or counterclaim and other rights
with respect to such participation as fully as if such holder of a participation
were a direct creditor of such Borrower in the amount of such participation.

            SECTION 11.05. AMENDMENTS AND WAIVERS. Any provision of this
Agreement or the Notes may be amended or waived if, but only if, such amendment
or waiver is in writing and is signed by the Company and the Required Banks
(and, if the rights or duties of the Agent are affected thereby, by the Agent);
PROVIDED that no such amendment or waiver shall, unless signed by all the Banks,
(i) increase or decrease the Commitment of any Bank (except for a ratable
decrease in the Commitments of all Banks) or subject any Bank to any additional
obligation, (ii) reduce the principal of or rate of interest on any Loan or any
fees hereunder, (iii) postpone the date fixed for any payment of principal of or
interest on any Loan or any fees hereunder or for termination of any Commitment,
(iv) change the percentage of the Commitments or of the aggregate unpaid
principal amount of the Notes, or the number of Banks, which shall be required
for the Banks or any of them to take any action under this Section or any other
provision of this Agreement or (v) change the provisions of Article X; PROVIDED
FURTHER that no such amendment, waiver or modification shall, unless signed by
an Eligible Subsidiary, (w) subject such Eligible Subsidiary to any additional
obligation, (x) increase the principal of or rate of interest on any
outstanding Loan of such Eligible Subsidiary, (y) accelerate the stated maturity
of any outstanding Loan of such Eligible Subsidiary or (z) change this Proviso.

            SECTION 11.06. SUCCESSORS AND ASSIGNS. (a) The provisions of this
Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns, except that no Borrower may assign
or otherwise transfer any of its rights under this Agreement without the prior
written consent of all Banks.

            (b) Any Bank may at any time grant to one or more banks or other
institutions (each a "Participant") participating interests in its Commitment or
any or all of





                                      55
<PAGE>   156

its Loans. In the event of any such grant by a Bank of a participating interest
to a Participant, whether or not upon notice to the Borrowers and the Agent,
such Bank shall remain responsible for the performance of its obligations
hereunder, and the Borrowers and the Agent shall continue to deal solely and
directly with such Bank in connection with such Bank's rights and obligations
under this Agreement. Any agreement pursuant to which any Bank may grant such a
participating interest shall provide that such Bank shall retain the sole right
and responsibility to enforce the obligations of the Borrowers hereunder
including, without limitation, the right to approve any amendment, modification
or waiver of any provision of this Agreement; PROVIDED that such participation
agreement may provide that such Bank will not agree to any modification,
amendment or waiver of this Agreement described in clause (i), (ii) or (iii) of
Section 11.05 without the consent of the Participant. The Borrowers agree that
each Participant shall, to the extent provided in its participation agreement,
be entitled to the benefits of Article VIII with respect to its participating
interest. An assignment or other transfer which is not permitted by subsection
(c) or (d) below shall be given effect for purposes of this Agreement only to
the extent of a participating interest granted in accordance with this
subsection (b).

            (c) Any Bank may at any time assign to one or more banks or other
institutions (each an "Assignee") all, or a proportionate part (equivalent to an
initial Commitment of not less than $5,000,000) of all, of its rights and
obligations under this Agreement and the Notes, and such Assignee shall assume
such rights and obligations, pursuant to an Assignment and Assumption Agreement
in substantially the form of Exhibit J hereto executed by such Assignee and such
transferor Bank, with (and subject to) the subscribed consent of the Company and
the Agent; PROVIDED that if an Assignee is an affiliate of such transferor Bank
or was a Bank immediately prior to such assignment, no such consent shall be
required, but the Assignee and the transferor Bank shall provide prompt notice
of such assignment, together with information concerning addresses and related
information with respect to the Assignee, to the Agent; and PROVIDED FURTHER
that such assignment may, but need not, include rights of the transferor Bank in
respect of outstanding Money Market Loans. Upon execution and delivery of such
instrument and payment by such Assignee to such transferor Bank of an amount
equal to the purchase price agreed between such transferor Bank and such
Assignee, such Assignee shall be a Bank party to this Agreement and shall have
all the rights and obligations of a Bank with a Commitment as set forth in such
instrument of assumption,



                                       56
<PAGE>   157





and the transferor Bank shall be released from its obligations hereunder to a
corresponding extent, and no further consent or action by any party shall be
required. Upon the consummation of any assignment pursuant to this subsection
(c), the transferor Bank, the Agent and the Borrowers shall make appropriate
arrangements so that, if required, new Notes are issued to the Assignee. In
connection with any such assignment, the transferor Bank shall pay to the Agent
an administrative fee for processing such assignment in the amount of $2,500. If
the Assignee is not incorporated under the laws of the United States or a state
thereof, it shall deliver to the Company and the Agent certification as to
exemption from deduction or withholding of any United States federal income
taxes in accordance with Section 2.18.

            (d) Any Bank may at any time assign all or any portion of its rights
under this Agreement and its Notes to a Federal Reserve Bank. No such assignment
shall release the transferor Bank from its obligations hereunder.

            (e) No Assignee, Participant or other transferee of any Bank's
rights shall be entitled to receive any greater payment under Section 8.03 or
11.03(a) than such Bank would have been entitled to receive with respect to the
rights transferred, unless such transfer is made with the Company's prior
written consent or by reason of the provisions of Section 8.02 or 8.03 requiring
such Bank to designate a different Applicable Lending Office under certain
circumstances or at a time when the circumstances giving rise to such greater
payment did not exist.

            (f) If any Reference Bank transfers its Notes to an unaffiliated
institution, the Agent shall, in consultation with the Company and with the
consent of the Required Banks, appoint another Bank to act as a Reference Bank
hereunder.

            SECTION 11.07. COLLATERAL. Each of the Banks represents to the Agent
and each of the other Banks that it in good faith is not relying upon any
"margin stock" (as defined in Regulation U) as collateral in the extension or
maintenance of the credit provided for in this Agreement.

            SECTION 11.08. GOVERNING LAW; SUBMISSION TO JURISDICTION; SERVICE OF
PROCESS. This Agreement, each Election to Participate, each Election to
Terminate and each Note shall be governed by and construed in accordance with
the laws of the State of New York. Each Borrower hereby submits to the
nonexclusive jurisdiction of the United States District Court for the Southern
District of New York





                                       57
<PAGE>   158

and of any New York State court sitting in New York City for purposes of all
legal proceedings arising out of or relating to this Agreement or the
transactions contemplated hereby. Each Borrower irrevocably waives, to the
fullest extent permitted by law, any objection which it may now or hereafter
have to the laying of the venue of any such proceeding brought in such a court
and any claim that any such proceeding brought in such a court has been brought
in an inconvenient forum. Each Borrower hereby appoints CT Corporation System
its authorized agent to accept and acknowledge service of any and all processes
which may be served in any suit, action or proceeding of the nature referred to
in this Section 11.08 and consents to process being served in any such suit,
action or proceeding upon CT Corporation System in any manner or by the mailing
of a copy thereof by registered or certified mail, postage prepaid, return
receipt requested, to such Borrower's address referred to in Section 11.01; and
(d) agrees that such service (i) shall be deemed in every respect effective
service of process upon it in any such suit, action or proceeding and (ii)
shall, to the fullest extent permitted by law, be taken and held to be valid
personal service upon and personal delivery to it. A copy of any summons or
complaint served on an Eligible Subsidiary pursuant to the foregoing shall be
sent to the Company by registered or certified mail. Each Eligible Subsidiary
represents and warrants that CT Corporation System has agreed in writing to
accept such appointment and that true copies of such acceptance will be
furnished to the Agent prior to or concurrently with delivery of such Eligible
Subsidiary's Election to Participate. Nothing in this Section 11.08 shall affect
the right of any Bank to serve process in any manner permitted by law or limit
the right of any Bank to bring proceedings against the Company or any Eligible
Subsidiary in the courts of any jurisdiction or jurisdictions.

            SECTION 11.09. COUNTERPARTS; INTEGRATION. This Agreement may be
signed in any number of counterparts, each of which shall be an original, with
the same effect as if the signatures thereto and hereto were upon the same
instrument. This Agreement constitutes the entire agreement and understanding
among the parties hereto and supersedes any and all prior agreements and
understandings, oral or written, relating to the subject matter hereof.

            SECTION 11.10. WAIVER OF JURY TRIAL. EACH OF THE BORROWERS, THE
AGENT AND THE BANKS HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY
IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE
TRANSACTIONS CONTEMPLATED HEREBY.




                                       58
<PAGE>   159

            IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed by their respective authorized officers as of the day and year
first above written.


                                        THE GILLETTE COMPANY

                                        By /s/ Lloyd B. Swaim
                                           ------------------------------------
                                           Title: Vice President and Treasurer




                                        MORGAN GUARANTY TRUST COMPANY
                                           OF NEW YORK


                                        By /s/ Sandra J.S. Kurek
                                           ------------------------------------
                                           Title: Associate









                                       59
<PAGE>   160





                                        CREDIT SUISSE


                                        By /s/ Lynn Allegaert
                                           ------------------------------------
                                           Title: Member of Senior Management

                                        By  /s/ David W. Kratovil
                                           ------------------------------------
                                           Title: Member of Senior Management


                                        THE FIRST NATIONAL BANK OF BOSTON

                                        By /s/ Jack M. Harcourt
                                           ------------------------------------
                                           Title: Authorized Officer


                                        THE FIRST NATIONAL BANK OF CHICAGO

                                        By /s/ S. Thomas Knoff
                                           ------------------------------------
                                           Title: Authorized Agent


                                        FLEET NATIONAL BANK

                                        By /s/ Roger C. Boucher
                                           ------------------------------------
                                           Title: Vice President


                                        ABN AMRO BANK N.V. NEW YORK BRANCH

                                        By /s/ Frances Logan
                                           ------------------------------------
                                           Title: Vice President

                                        By /s/ John M. Kinney
                                           ------------------------------------
                                           Title: Assistant Vice President







                                       60
<PAGE>   161




                                        BANK OF AMERICA ILLINOIS

                                        By /s/ John W. Pocalyko
                                           ------------------------------------
                                           Title: Vice President


                                        THE BANK OF NOVA SCOTIA

                                        By /s/ Terry M. Pitcher
                                           ------------------------------------
                                           Title: Authorized Signatory


                                        THE CHASE MANHATTAN BANK

                                        By /s/ Peter C. Eckstein
                                           ------------------------------------
                                           Title: Vice President


                                        ROYAL BANK OF CANADA

                                        By /s/ Sheryl L. Greenberg
                                           ------------------------------------
                                           Title: Manager


                                        BANCA COMMERCIALE ITALIANA,
                                        NEW YORK BRANCH

                                        By /s/ John Michalisin
                                           ------------------------------------
                                           Title: Vice President

                                        By /s/ Charles Dougherty
                                           ------------------------------------
                                           Title: Vice President


                                        BANK BRUSSELS LAMBERT, NEW YORK BRANCH

                                        By /s/ John Kippax
                                           ------------------------------------
                                           Title: Vice President

                                        By  /s/ Dominick H.J. Vangaever
                                           ------------------------------------
                                           Title: Senior Vice President Credit









                                       61
<PAGE>   162

                                        THE BANK OF TOKYO-MITSUBISHI, LTD


                                        By /s/ Michael J. Cronin
                                           ------------------------------------
                                           Title: Attorney-in-fact



                                        BANQUE PARIBAS

                                        By /s/ John J. McCormick, III
                                           ------------------------------------
                                           Title: Vice President

                                        By /s/ Duane P. Helkowski
                                           ------------------------------------
                                           Title: Assistant Vice President



                                        CITIBANK, N.A.


                                        By /s/ Robert M. Spence
                                           ------------------------------------
                                           Title: Managing Director (AIF)



                                        DEUTSCHE BANK AG, NEW YORK AND/OR
                                        CAYMAN ISLANDS BRANCHES


                                        By /s/ Stephan A. Wiedemann
                                           ------------------------------------
                                           Title: Vice President

                                        By /s/ Thomas A. Foley
                                           ------------------------------------
                                           Title: Assistant Vice President



                                        MELLON BANK, N.A.

                                        By /s/ R. Jane Westrich
                                           ------------------------------------
                                           Title: Vice President






                                       62

<PAGE>   163


                                        THE SANWA BANK, LIMITED


                                        By /s/ Yutaka Higashino
                                           ------------------------------------
                                          Title: Senior Vice President



                                        WACHOVIA BANK OF GEORGIA, N.A.


                                        By /s/ Terence A. Snellings
                                           ------------------------------------
                                           Title: Senior Vice President



                                        MORGAN GUARANTY TRUST COMPANY
                                          OF NEW YORK, as Agent


                                        By /s/ Sandra J.S. Kurek
                                           ------------------------------------
                                           Title: Associate





                                       63
<PAGE>   164

<TABLE>
                               COMMITMENT SCHEDULE

<CAPTION>
     Bank                                                     Commitment
     ----                                                     ----------
<S>                                                         <C>         
Morgan Guaranty Trust Company of New York                   $ 48,800,000

Credit Suisse                                               $ 40,000,000

The First National Bank of Boston                           $ 32 000 000

The First National Bank of Chicago                          $ 32 000 000

Fleet National Bank                                         $ B2 000 000

ABN AMRO Bank N.V. New York Branch                          $ 20 000 000

Bank of America Illinois                                    $ 20 000 000

The Bank of Nova Scotia                                     $ 20,000,000

The Chase Manhattan Bank                                    $ 20,000,000

Royal Bank of Canada                                        $ 20,000,000

Banca Commerciale Italiana, New York Branch                 $ 12,800 000

Bank Brussels Lambert, New York Branch                      $ 12,800,000

The Bank of Tokyo-Mitsubishi, Ltd                           $ 12,800,000

Banque Paribas                                              $ 12,800,000

Citibank, N.A.                                              $ 12,800,000

Deutsche Bank AG, New York and/or                           $ 12,800,000
   Cayman Islands Branches

Mellon Bank, N.A.                                           $ 12,800,000

The Sanwa Bank, Limited                                     $ 12,800,000

Wachovia Bank of Georgia, N.A.                              $ 12,800,000
                                                            ------------
     Total                                                  $400,000,000

</TABLE>


















<PAGE>   165

                                                                       EXHIBIT A

                                      NOTE

                                                              New York, New York
                                                                         , 19

            For value received, [name of Borrower], a [jurisdiction of
incorporation] corporation (the "Borrower"), promises to pay to the order of
(the "Bank"), for the account of its Applicable Lending Office, the unpaid
principal amount of each Loan made by the Bank to the Borrower pursuant to the
Credit Agreement referred to below on the last day of the Interest Period
relating to such Loan. The Borrower promises to pay interest on the unpaid
principal amount of each such Loan on the dates and at the rate or rates
provided for in the Credit Agreement. All such payments of principal and
interest shall be made in lawful money of the United States in Federal or other
immediately available funds at the office of Morgan Guaranty Trust Company of
New York, 60 Wall Street, New York, New York.

            All Loans made by the Bank, the respective types and maturities
thereof and all repayments of the principal thereof shall be recorded by the
Bank and, if the Bank so elects in connection with any transfer or enforcement
hereof, appropriate notations to evidence the foregoing information with respect
to each such Loan then outstanding may be endorsed by the Bank on the schedule
attached hereto, or on a continuation of such schedule attached to and made a
part hereof; PROVIDED that the failure of the Bank to make any such recordation
or endorsement shall not affect the obligations of the Borrower hereunder or
under the Credit Agreement.

            This note is one of the Notes referred to in the 364-Day Credit
Agreement dated as of December 20, 1996 among






<PAGE>   166

The Gillette Company, the banks listed on the signature pages thereof and Morgan
Guaranty Trust Company of New York, as Agent (as the same may be amended from
time to time, the "Credit Agreement"). Terms defined in the Credit Agreement are
used herein with the same meanings. Reference is made to the Credit Agreement
for provisions for the prepayment hereof and the acceleration of the maturity
hereof.

            The Gillette Company has, pursuant to the provisions of the Credit
Agreement, unconditionally guaranteed the payment in full of the principal of
and interest on this note.*


                                            [NAME OF BORROWER]


                                             By
                                                ------------------------------- 
                                                  Title:




----------

      * To be deleted in case of Notes executed and delivered by the Company.





                                       2
<PAGE>   167

                                 Note (cont'd)

                        LOANS AND PAYMENTS OF PRINCIPAL

--------------------------------------------------------------------------------
                                    Amount of
          Amount of     Type of     Principal      Maturity            Notation
Date        Loan          Loan       Repaid         Date               Made By
--------------------------------------------------------------------------------

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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






                                       3
<PAGE>   168

                                                                     EXHIBIT B

                       Form of Money Market Quote Request
                       ----------------------------------



                                                  [Date]




To:          Morgan Guaranty Trust Company of New York (the "Agent")

From:       [Name of Borrower]

Re:         364-Day Credit Agreement (the "Credit Agreement") dated as of
            December 20, 1996 among The Gillette Company, the Banks listed on
            the signature pages thereof and the Agent
            
 
            We hereby give notice pursuant to Section 2.03 of the Credit
Agreement that we request Money Market Quotes for the following proposed Money
Market Borrowing(s):

Date of Borrowing:
                   -------------------------

Principal Amount*              Interest Period**              Maturity Date
-----------------              -----------------              -------------

$



      Such Money Market Quotes should offer a Money Market [Margin] [Absolute
Rate]. [The applicable base rate is the London Interbank Offered Rate.]




----------

     * Amount must be $15,000,000 or a larger multiple of $1,000,000.

     ** Not less than one month (LIBOR Auction) or not less than 15 days
(Absolute Rate Auction), subject to the provisions of the definition of Interest
Period.





<PAGE>   169

          Terms used herein have the meanings assigned to them in the Credit
Agreement.



                                             [NAME OF BORROWER]
                                            

                                             By
                                                ------------------------------
                                                Title











                                       2
<PAGE>   170

                                                                      EXHIBIT C


                   Form of Invitation for Money Market Quotes
                   ------------------------------------------




To:       [Name of Bank]

Re:       Invitation for Money Market Quotes to [Name of Borrower] (the
          "Borrower")


          Pursuant to Section 2.03 of the 364-Day Credit Agreement dated as of
December 20, 1996 among The Gillette Company, the Banks parties thereto and the
undersigned, as Agent, we are pleased on behalf of the Borrower to invite you to
submit Money Market Quotes to the Borrower for the following proposed Money
Market Borrowing(s):




Date of Borrowing:
                   -------------------------

Principal Amount*              Interest Period**              Maturity Date
-----------------              -----------------              -------------

$




      Such Money Market Quotes should offer a Money Market [Margin] [Absolute
Rate]. [The applicable base rate is the London Interbank Offered Rate.]

     Please respond to this invitation by no later than [2:00 P.M.] [9:30 A.M.]
(New York City time) on [date].



                                        MORGAN GUARANTY TRUST COMPANY
                                           OF NEW YORK

                                        By
                                          -------------------------------------
                                          Authorized Officer






<PAGE>   171

                                                                      EXHIBIT D

                           Form of Money Market Quote
                           --------------------------



To:      Morgan Guaranty Trust Company of New York, as Agent 


Re:      Money Market Quote to [Name of Borrower] (the "Borrower")


         In response to your invitation on behalf of the Borrower 
dated ________________, 19__, we hereby make the following Money Market Quote 
on the following terms:

1.   Quoting Bank: _______________________________________________
                   
2.   Person to contact at Quoting Bank:___________________________

3.   Date of Borrowing:___________________________________________*

4.   We hereby offer to make Money Market Loan(s) in the following principal
     amounts, for the following Interest Periods and at the following rates:


Principal      Interest         Money Market
 Amount**      Period***              [Margin****] [Absolute Rate*****]
---------      ---------              ---------------------------------

$

$

         

[Provided, that the aggregate principal amount of Money Market Loans for which
the above offers may be accepted shall not exceed $____________ .]**

----------

*    As specified in the related Invitation.
**   Principal amount bid for each Interest Period may not exceed principal
amount requested. Specify aggregate limitation if the sum of the individual
offers exceeds the

     (notes continued on following page)






<PAGE>   172

          We understand and agree that the offer(s) set forth above, subject to
the satisfaction of the applicable conditions set forth in the 364-Day Credit
Agreement dated as of December 20, 1996 among The Gillette Company, the Banks
listed on the signature pages thereof and yourselves, as Agent, irrevocably
obligates us to make the Money Market Loan(s) for which any offer(s) are
accepted, in whole or in part.



                                             Very truly yours,


                                             [NAME OF BANK]

Dated:                                       By:
      ------------------------------             ------------------------------
                                                 Authorized Officer






















----------

amount the Bank is willing to lend. Bids must be made for $5,000,000 or a larger
multiple of $1,000,000. 

*** Not less than one month or not less than 15 days, as specified in the
related Invitation. No more than five bids are permitted for each Interest
Period.

**** Margin over or under the London Interbank Offered Rate determined for the
applicable Interest Period. Specify percentage (to the nearest 1/10,000 of 1%)
and specify whether "PLUS" or "MINUS".

***** Specify rate of interest per annum (to the nearest 1/10,000th of 1%).





                                       2
<PAGE>   173

by the Company is subject to bankruptcy, insolvency, reorganization, moratorium
or similar laws affecting the enforceability of creditors' rights in general,
usury laws and the general principles of equity (regardless of whether such
enforceability is considered in a proceeding in equity or at law). With respect
to the foregoing, I express no opinion, however, as to the enforceability of
Section 11.03(b) of the Credit Agreement to the extent the rights to
indemnification provided for therein are violative of any law, rule or
regulation (including any federal or State securities law, rule or regulation)
or public policy.

          To the extent that the obligations of the Company may be dependent
upon such matters, I assume for purposes of this opinion that each Bank is duly
incorporated, validly existing and in good standing under the laws of its
jurisdiction of incorporation; and that the Credit Agreement has been duly
authorized, executed and delivered by the Banks and constitutes the legal, valid
and binding obligation of the Banks, enforceable against the Banks in accordance
with its terms. I do not express any opinion as to the effect of the compliance
by any of the Banks with any state or federal laws or as to the regulatory
status or nature of the business of any of the Banks.

          This opinion is rendered solely to you in connection with the above
matter. This opinion may not be relied upon by you for any other purpose or
relied upon by any other person without my prior written consent.



                                             Very truly yours,


                                             Joseph E. Mullaney





                                       3
<PAGE>   174

                                                                      EXHIBIT E

                                   OPINION OF
                            COUNSEL FOR THE COMPANY
                            -----------------------


                                                               [Effective Date]


To the Banks and the Agent
  Referred to Below
c/o Morgan Guaranty Trust Company
  of New York, as Agent
60 Wall Street
New York, New York 10260


Dear Sirs:

          I am Vice Chairman of the Board of The Gillette Company (the
"Company"), and I am rendering this opinion pursuant to Section 3.01(c) of the
364-Day Credit Agreement dated as of December 20, 1996 among the Company, the
banks parties thereto and Morgan Guaranty Trust Company of New York, as Agent
(the "Credit Agreement"). Terms defined in the Credit Agreement are used herein
as therein defined.

          I have examined or caused to be examined by counsel retained by or on
the staff of the Company, among other things, originals or copies, certified or
otherwise identified to my satisfaction, of such documents, corporate records,
certificates of public officials and other instruments and have conducted or
have had conducted such other investigations of fact and law as I have deemed
necessary or advisable for purposes of this opinion.

          I am admitted to practice in the State of Ohio and the Commonwealth of
Massachusetts. No opinion is expressed herein with respect to or as to the
effect of any laws other than the laws of the Commonwealth of Massachusetts, the
federal laws of the United States of America and the General Corporation Law of
the State of Delaware.

          Upon the basis of the foregoing, I am of the opinion that:








<PAGE>   175

     1.   The Company is a corporation duly incorporated, validly existing and
in good standing under the laws of Delaware and has all corporate powers and all
material governmental licenses, authorizations, consents and approvals required
to carry on its business as now conducted.

     2.   The execution, delivery and performance by the Company of the Credit
Agreement and the Notes issued by it are within the Company's corporate powers,
have been duly authorized by all necessary corporate action, require no action
by or in respect of, or filing with, any governmental body, agency or official
and do not contravene, or constitute a default under, any provision of
applicable law or regulation or of the certificate of incorporation or by-laws
of the Company or of any agreement, judgment, injunction, order, decree or other
instrument binding upon the Company and known to me or, to the best of my
knowledge, result in the creation or imposition of any Lien on any asset of the
Company or any of its Subsidiaries.

     3.   The provision in Section 11.08 of the Credit Agreement that the Credit
Agreement and each Note shall be construed in accordance with and governed by
the law of the State of New York is a valid choice of law provision under
Massachusetts law and should be respected by a court sitting in Massachusetts.

     4.   If a court sitting in Massachusetts were to apply Massachusetts law as
the law governing the Credit Agreement and the Notes, the Credit Agreement would
constitute a valid and binding agreement of the Company and the Notes issued by
it would constitute valid and binding obligations of the Company, in each case
enforceable in accordance with their respective terms.

     5.   Except as disclosed in the Company's 1995 Form 10-K and the Company's
Latest Form 10-Q, there is no action, suit or proceeding pending against, or to
the best of my knowledge threatened against or affecting, the Company or any of
its Subsidiaries before any court or arbitrator or any governmental body, agency
or official, in which there is a reasonable possibility of an adverse decision
which could materially adversely affect the business, operations or financial
condition of the Company and its Consolidated Subsidiaries, considered as a
whole, or which in any manner draws into question the validity of the Credit
Agreement or the Notes.

          My opinion in paragraph 4 above as to the enforceability of the Credit
Agreement and the Notes issued







                                       2
<PAGE>   176

                                                                       EXHIBIT F

                                   OPINION OF
                     DAVIS POLK & WARDWELL, SPECIAL COUNSEL
                                  FOR THE AGENT
                     --------------------------------------
                  

                                                                [Effective Date]

To the Banks and the Agent
  Referred to Below
c/o Morgan Guaranty Trust Company
  of New York, as Agent
60 Wall Street
New York, New York 10260


Dear Sirs:

          We have participated in the preparation of the 364-Day Credit
Agreement (the "Credit Agreement") dated as of December 20, 1996 among The
Gillette Company, a Delaware corporation (the "Company"), the banks parties
thereto (the "Banks") and Morgan Guaranty Trust Company of New York, as Agent
(the "Agent"), and have acted as special counsel for the Agent for the purpose
of rendering this opinion pursuant to Section 3.01(d) of the Credit Agreement.
Terms defined in the Credit Agreement are used herein as therein defined.

          We have examined originals or copies, certified or otherwise
identified to our satisfaction, of such documents, corporate records,
certificates of public officials and other instruments and have conducted such
other investigations of fact and law as we have deemed necessary or advisable
for purposes of this opinion.

          Upon the basis of the foregoing, we are of the opinion that:

          1.   The execution, delivery and performance by the Company of the
Credit Agreement and its Notes are within the Company's corporate powers and
have been duly authorized by all necessary corporate action.






<PAGE>   177

          2.   The Credit Agreement constitutes a valid and binding agreement of
the Company and each Note issued by it constitutes a valid and binding
obligation of the Company, in each case enforceable in accordance with its
terms, except as the same may be limited by bankruptcy, insolvency or similar
laws affecting creditors' rights generally and by general principles of equity.

          We are members of the Bar of the State of New York and the foregoing
opinion is limited to the laws of the State of New York, the federal laws of the
United States of America and the General Corporation Law of the State of
Delaware. In giving the foregoing opinion, we express no opinion as to the
effect (if any) of any law of any jurisdiction (except the State of New York) in
which any Bank is located which limits the rate of interest that such Bank may
charge or collect.

          This opinion is rendered solely to you in connection with the above
matter. This opinion may not be relied upon by you for any other purpose or
relied upon by any other person without our prior written consent.



                                             Very truly yours,






                                       2
<PAGE>   178





                                                                       EXHIBIT G

                        FORM OF ELECTION TO PARTICIPATE

                                                  , 19



MORGAN GUARANTY TRUST COMPANY
   OF NEW YORK, as Agent for
   the Banks named in the 364-Day
   Credit Agreement dated as of December 20, 1996 
   among The Gillette Company,
   such Banks and such Agent (as amended 
   from time to time, the "Credit Agreement")



Dear Sirs:

          Reference is made to the Credit Agreement described above. Terms not
defined herein which are defined in the Credit Agreement shall have for the
purposes hereof the meaning provided therein.

          The undersigned, [name of Eligible Subsidiary], a [jurisdiction of
incorporation] corporation, hereby elects to be an Eligible Subsidiary for
purposes of the Credit Agreement, effective from the date hereof until an
Election to Terminate shall have been delivered on behalf of the undersigned in
accordance with the Credit Agreement. The undersigned confirms that the
representations and warranties set forth in Article IX of the Credit Agreement
are true and correct as to the undersigned as of the date hereof, and the
undersigned hereby agrees to perform all the obligations of an Eligible
Subsidiary under, and to be bound in all respects by the terms of, the Credit
Agreement, including without limitation Sections 11.08 and 11.10 thereof, as if
the undersigned were a signatory party thereto.


          [Tax disclosure pursuant to Section 9.04, if any]






<PAGE>   179

          The address to which all notices to the undersigned Eligible
Subsidiary under the Credit Agreement should be directed is:       . This
instrument shall be construed in accordance with and governed by the laws of
the State of New York.



                                        Very truly yours,

                                        [NAME OF ELIGIBLE SUBSIDIARY]

                                        By
                                           ------------------------------------
                                           Title:

          The undersigned hereby confirms that [name of Eligible Subsidiary] is
an Eligible Subsidiary for purposes of the Credit Agreement described above.



                                        THE GILLETTE COMPANY

                                        By
                                           ------------------------------------
                                           Title:

          Receipt of the above Election to Participate is hereby acknowledged on
and as of the date set forth above.


                                        MORGAN GUARANTY TRUST COMPANY
                                           OF NEW YORK, as Agent

                                        By
                                           ------------------------------------
                                           Title:






                                       2
<PAGE>   180





Company and the Agent is evidence of this consent. Pursuant to Section 11.06(c)
the Borrower agrees to execute and deliver a Note [and to cause each Eligible
Subsidiary to execute and deliver a Note] payable to the order of the Assignee
to evidence the assignment and assumption provided for herein.]*

          SECTION 5. NON-RELIANCE ON ASSIGNOR. The Assignor makes no
representation or warranty in connection with, and shall have no responsibility
with respect to, the solvency, financial condition, or statements of any
Borrower, or the validity and enforceability of the obligations of any Borrower
in respect of the Credit Agreement or any Note. The Assignee acknowledges that
it has, independently and without reliance on the Assignor, and based on such
documents and information as it has deemed appropriate, made its own credit
analysis and decision to enter into this Agreement and will continue to be
responsible for making its own independent appraisal of the business, affairs
and financial condition of the Borrowers.

          SECTION 6. GOVERNING LAW. This Agreement shall be governed by and
construed in accordance with the laws of the State of New York.

          SECTION 7. COUNTERPARTS. This Agreement may be signed in any number of
counterparts, each of which shall be an original, with the same effect as if the
signatures thereto and hereto were upon the same instrument.

          IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed and delivered by their duly authorized officers as of the date first
above written.


                                             [ASSIGNOR]

                                             By
                                               --------------------------------
                                                Title:

---------
    * Consent is required if the Assignee is not an affiliate of the Assignor 
and was not a Bank immediately prior to the assignment.




                                       3
<PAGE>   181



                                        [ASSIGNEE]

                                        By
                                           -----------------------------------
                                           Title:



                                        [THE GILLETTE COMPANY]


                                        By
                                           -----------------------------------
                                           Title:



                                        MORGAN GUARANTY TRUST COMPANY
                                           OF NEW YORK


                                        By
                                           -----------------------------------
                                           Title:







                                       4
<PAGE>   182





                                                                       EXHIBIT H

                         FORM OF ELECTION TO TERMINATE



                                                  , 19



MORGAN GUARANTY TRUST COMPANY
   OF NEW YORK, as Agent for
   the Banks named in the 364-Day Credit
   Agreement dated as of
   December 20, 1996 among The Gillette 
   Company, such Banks and such Agent 
   (as amended from time to time, the 
   "Credit Agreement")




Dear Sirs:


          Reference is made to the Credit Agreement described above. Terms not
defined herein which are defined in the Credit Agreement shall have for the
purposes hereof the meaning provided therein.

          The undersigned, [name of Eligible Subsidiary], a [jurisdiction of
incorporation] corporation, hereby elects to terminate its status as an Eligible
Subsidiary for purposes of the Credit Agreement, effective as of the date
hereof. The undersigned hereby represents and warrants that all principal and
interest on all Notes of the undersigned and all other amounts payable by the
undersigned pursuant to the Credit Agreement have been paid in full on or prior
to the date hereof. Notwithstanding the foregoing, this Election to Terminate
shall not affect any obligation of the undersigned under the Credit Agreement or
under any Note heretofore incurred.

          This instrument shall be construed in accordance with and governed by
the laws of the State of New York.



                                        Very truly yours,


                                         [NAME OF ELIGIBLE SUBSIDIARY]






<PAGE>   183



                                        By.
                                           -----------------------------------
                                           Title:


          The undersigned hereby confirms that the status of [name of Eligible
Subsidiary] as an Eligible Subsidiary for purposes of the Credit Agreement
described above is terminated as of the date hereof.


                                        THE GILLETTE cOMPANY


                                        By.
                                           -----------------------------------
                                           Title:


          Receipt of the above Election to Terminate is hereby acknowledged on
and as of the date set forth above.



                                        MORGAN GUARANTY TRUST COMPANY
                                           OF NEW YORK, as Agent


                                        By.
                                           -----------------------------------
                                           Title:







                                       2
<PAGE>   184

                                                                       EXHIBIT I

                                   OPINION OF
                            COUNSEL FOR THE BORROWER
                     (BORROWINGS BY ELIGIBLE SUBSIDIARIES)

                                                              [date]


To the Banks and the Agent
  Referred to Below
c/o Morgan Guaranty Trust Company
  of New York, as Agent
60 Wall Street
New York, New York 10260


Dear Sirs:

          I am counsel to [name of Eligible Subsidiary, jurisdiction of
incorporation] (the "Borrower") and give this opinion pursuant to Section
3.03(b) of the 364-Day Credit Agreement (as amended to the date hereof, the
"Credit Agreement") dated as of December 20, 1996 among The Gillette Company
(the "Company"), the banks parties thereto and Morgan Guaranty Trust Company of
New York, as Agent. Terms defined in the Credit Agreement are used herein as
therein defined.

          I have examined originals or copies, certified or otherwise identified
to my satisfaction, of such documents, corporate records, certificates of public
officials and other instruments and have conducted such other investigations of
fact and law.as I have deemed necessary or advisable for purposes of this
opinion.

          Upon the basis of the foregoing, I am of the opinion that:

          1.   The Borrower is a corporation validly existing and in good
standing under the laws of [jurisdiction of incorporation] and is a
Substantially-Owned Consolidated Subsidiary of the Company.

          2.   The execution and delivery by the Borrower of its Election to
Participate and its Notes and the performance by the Borrower of the Credit
Agreement and its






<PAGE>   185

Notes are within the Borrower's corporate powers, have been duly authorized by
all necessary corporate action, require no action by or in respect of, or filing
with, any governmental body, agency or official and do not contravene, or
constitute a default under, any provision of applicable law or regulation or of
the certificate of incorporation or by-laws of the Borrower or of any agreement,
judgment, injunction, order, decree or other instrument binding upon the
Borrower.

          3.   The execution and delivery by the Borrower of its Election to
Participate and its Notes and the performance by the Borrower of the Credit
Agreement and its Notes do not contravene, or constitute a default under, any
provision of any agreement, judgment, injunction, order, decree or other
instrument binding upon the Company or any of its Subsidiaries and known to me
or, to the best of my knowledge, result in the creation or imposition of any
Lien on any asset of the Company or any of its Subsidiaries.*

          4.   The Credit Agreement constitutes a valid and binding agreement of
the Borrower and its Notes constitute valid and binding obligations of the
Borrower, in each case enforceable in accordance with their respective terms,
except as the same may be limited by bankruptcy, insolvency or similar laws
affecting creditors' rights generally and by general principles of equity.



                                        Very truly yours,




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

     * The opinion in this paragraph may be given by Counsel for the Company.





                                       2
<PAGE>   186





                                                                       EXHIBIT J

                      ASSIGNMENT AND ASSUMPTION AGREEMENT


          AGREEMENT dated as of___________ , 19___ among [ASSIGNOR] (the
     "Assignor"), [ASSIGNEE] (the "Assignee"), THE GILLETTE COMPANY (the
     "Company") and MORGAN GUARANTY TRUST COMPANY OF NEW YORK, as Agent (the
     "Agent").


                               W I T N E S S E T H
                               - - - - - - - - - -

               WHEREAS, this Assignment and Assumption Agreement (the
"Agreement") relates to the 364-Day Credit Agreement dated as of December 20,
1996 among the Company, the Assignor and the other Banks party thereto, as
Banks, and the Agent (as amended and in effect on the date hereof, the "Credit
Agreement");

               WHEREAS, as provided under the Credit Agreement, the Assignor has
a Commitment to make Loans in an aggregate principal amount at any time
outstanding not to exceed $______________ ;

               WHEREAS, Committed Loans made by the Assignor under the Credit
Agreement in the aggregate principal amount of $______________ are outstanding
at the date hereof; and

               WHEREAS, the Assignor proposes to assign to the Assignee all of
the rights of the Assignor under the Credit Agreement in respect of [a portion
of] its Commitment thereunder in an amount equal to $____________ (the "Assigned
Amount"), together with [a corresponding portion of] its outstanding Committed
Loans, and the Assignee proposes to accept assignment of such rights and assume
the corresponding obligations from the Assignor on such terms;

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

               SECTION 1. DEFINITIONS. All capitalized terms not otherwise
defined herein shall have the respective meanings set forth in the Credit
Agreement.






<PAGE>   187

               SECTION 2. ASSIGNMENT. The Assignor hereby assigns and sells to
the Assignee all of the rights of the Assignor under the Credit Agreement to the
extent of the Assigned Amount, and the Assignee hereby accepts such assignment
from the Assignor and assumes all of the obligations of the Assignor under the
Credit Agreement to the extent of the Assigned Amount, including the purchase
from the Assignor of the corresponding portion of the principal amount of the
Committed Loans made by the Assignor outstanding at the date hereof. Upon the
execution and delivery hereof by the Assignor, the Assignee, the Company and the
Agent and the payment of the amounts specified in Section 3 required to be paid
on the date hereof (i) the Assignee shall, as of the date hereof, succeed to the
rights and be obligated to perform the obligations of a Bank under the Credit
Agreement with a Commitment in an amount equal to the Assigned Amount, and (ii)
the Commitment of the Assignor shall, as of the date hereof, be reduced by a
like amount and the Assignor released from its obligations under the Credit
Agreement to the extent such obligations have been assumed by the Assignee. The
assignment provided for herein shall be without recourse to the Assignor.

               SECTION 3. PAYMENTS. As consideration for the assignment and sale
contemplated in Section 2 hereof, the Assignee shall pay to the Assignor on the
date hereof in Federal funds the amount heretofore agreed between them.* It is
understood that commitment and/or facility fees accrued to the date hereof 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.

               [SECTION 4. CONSENT OF THE COMPANY AND THE AGENT. This Agreement
is conditioned upon the consent of the Company and the Agent pursuant to Section
11.06(c) of the Credit Agreement. The execution of this Agreement by the


----------

     * Amount should combine principal together with accrued interest and
breakage compensation, if any, to be paid by the Assignee, net of any portion of
any upfront fee to be paid by the Assignor to the Assignee. It may be preferable
in an appropriate case to specify these amounts generically or by formula rather
than as a fixed sum.






                                       2