<PAGE>   1
                                                              EXHIBIT 10(p)

                                                       COMPOSITE CONFORMED COPY

                                 $1,000,000,000


                            364-DAY CREDIT AGREEMENT

                                   dated as of

                                December 20, 1996

                 and amended and restated as of October 20, 1997

                                      among

                              The Gillette Company,

                             The Banks Listed Herein

                                       and

                   Morgan Guaranty Trust Company of New York,
                                    as Agent

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

                          J.P. Morgan Securities Inc.,
                                    Arranger



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<PAGE>   2



                               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.


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<PAGE>   3



                                                                        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


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<PAGE>   4



                                                                        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

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<PAGE>   5



                                                                        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



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                                       iv


<PAGE>   6



                                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).



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     "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.


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<PAGE>   8



     "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 June 30, 1997, as filed with the Securities and
Exchange Commission pursuant to the Securities Exchange Act of 1934.

     "Company's 1996 Form 10-K" means the Company's annual report on Form 10-K
for 1996, 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


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<PAGE>   9



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,


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<PAGE>   10



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.


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<PAGE>   11



     "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.


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<PAGE>   12




     "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 ll.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


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<PAGE>   13



     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


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<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.

(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.


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<PAGE>   15



     "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 $S0,000,000.

     "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.


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<PAGE>   16



     "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.


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<PAGE>   17



     "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 October 19, 1998, 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


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<PAGE>   18



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).


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<PAGE>   19



                                   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.


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<PAGE>   20



     (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.


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<PAGE>   21



     (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


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<PAGE>   22



     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


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                                       17




<PAGE>   23



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


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<PAGE>   24



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


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<PAGE>   25



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


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<PAGE>   26



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 0.270%.

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


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                                       21




<PAGE>   27



                                  [ 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


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                                       22




<PAGE>   28



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 0.145%.

     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).


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<PAGE>   29



     (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 0.030% 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.


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<PAGE>   30



     (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.


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<PAGE>   31



     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


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<PAGE>   32



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


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<PAGE>   33



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>   34



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>   35



                                   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>   36



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>   37



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>   38



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, 1996 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 1996 incorporated by reference in the
Company's 1996 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 June 30, 1997 and the related unaudited
consolidated statements of income and cash flows for the six 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 consolidated results


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<PAGE>   39





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

     SECTION 4.05. NO MATERIAL ADVERSE CHANGE. Since June 30, 1997, 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 1996 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>   40



     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


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<PAGE>   41



     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>   42



     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>   43



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


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<PAGE>   44



     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>   45



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>   46



     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


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<PAGE>   47



     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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<PAGE>   48



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


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<PAGE>   49



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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<PAGE>   50



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


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<PAGE>   51



          (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


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<PAGE>   52



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


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<PAGE>   53



     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>   54



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-Doilar 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>   55



                                   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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                                       50






<PAGE>   56



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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                                       51




<PAGE>   57





     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.


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                                       52




<PAGE>   58



     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.


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                                       53




<PAGE>   59



     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


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                                       54




<PAGE>   60



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


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                                       55




<PAGE>   61



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,

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                                       56




<PAGE>   62



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


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                                       57




<PAGE>   63



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.


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                                       58




<PAGE>   64



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


                                     MORGAN GUARANTY TRUST COMPANY
                                     OF NEW YORK


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


                                     CREDIT SUISSE FIRST BOSTON


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

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


                                     BANKBOSTON, N.A.

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


                                     THE FIRST NATIONAL BANK OF CHICAGO

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

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                                       59




<PAGE>   65



                                     FLEET NATIONAL BANK

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


                                     ABN AMRO BANK N.V.

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

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


                                     BANK OF AMERICA NATIONAL TRUST AND
                                     SAVINGS ASSOCIATION

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


                                     THE BANK OF NOVA SCOTIA

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


                                     THE CHASE MANHATTAN BANK

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


                                     ROYAL BANK OF CANADA

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


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                                       60




<PAGE>   66



                                     BANCA COMMERCIALE ITALIANA,
                                     NEW YORK BRANCH

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


                                     BANK BRUSSELS LAMBERT, NEW YORK
                                     BRANCH

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

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


                                     THE BANK OF TOKYO-MITSUBISHI, LTD

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


                                     BANQUE PARIBAS

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

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


                                    CITIBANK, N.A.

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


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                                       61



<PAGE>   67



                                     DEUTSCHE BANK AG, NEW YORK AND/OR
                                     CAYMAN ISLANDS BRANCHES

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

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


                                     MELLON BANK, N.A.

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


                                     THE SANWA BANK, LIMITED

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


                                     WACHOVIA BANK OF GEORGIA, N.A.

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

 
                                     MORGAN GUARANTY TRUST COMPANY
                                     OF NEW YORK, as Agent

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


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                                       62




<PAGE>   68



                               COMMITMENT SCHEDULE
<TABLE>
<CAPTION>

             Bank                                             Commitment
             ----                                             ----------
<S>                                                         <C>           

  Morgan Guaranty Trust Company of New York                 $  122,000,000

  Credit Suisse First Boston                                $  100,000,000

  BankBoston, N.A.                                          $   80,000,000

  The First National Bank of Chicago                        $   80,000,000

  Fleet National Bank                                       $   80,000,000

  ABN AMRO Bank N.V.                                        $   50,000,000

  Bank of America National Trust and Savings                $   50,000,000
  Association

  The Bank of Nova Scotia                                   $   50,000,000

  The Chase Manhattan Bank                                  $   50,000,000

  Royal Bank of Canada                                      $   50,000,000

  Banca Commerciale Italiana, New York Branch               $   32,000,000

  Bank Brussels Lambert, New York Branch                    $   32,000,000

  The Bank of Tokyo-Mitsubishi, Ltd.                        $   32,000,000

  Banque Paribas                                            $   32,000,000

  Citibank, N.A.                                            $   32,000,000

  Deutsche Bank AG, New York and/or Cayman                  $   32,000,000
  Islands Branches

  Mellon Bank, N.A.                                         $   32,000,000

  The Sanwa Bank, Limited                                   $   32,000,000

  Wachovia Bank of Georgia, N.A.                            $   32,000,000
                                                            --------------
      Total                                                 $1,000,000,000
</TABLE>


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<PAGE>   69



                                                               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 The Gillette Company, the banks listed on
the signature pages thereof and Morgan Guaranty Trust Company of New York, as


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<PAGE>   70



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.


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                                        2




<PAGE>   71



                                  Note (cont'd)

                         LOANS AND PAYMENTS OF PRINCIPAL


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

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

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

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

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

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

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

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

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




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                                        3




<PAGE>   72



                                                                   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.


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<PAGE>   73



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

                                                     [NAME OF BORROWER]

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


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                                        2




<PAGE>   74



                                                             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


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<PAGE>   75



                                                              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)


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<PAGE>   76



     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%).


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<PAGE>   77



                                                                 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:


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<PAGE>   78



     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


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                                        2




<PAGE>   79



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


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                                       3


<PAGE>   80



                                                              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.


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<PAGE>   81



     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,


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                                        2




<PAGE>   82



                                                                 EXHIBIT G


                         FORM OF ELECTION TO PARTICIPATE


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]


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<PAGE>   83



     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:


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                                        2




<PAGE>   84



                                                                 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]


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<PAGE>   85



                                        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:


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                                        2




<PAGE>   86



                                                                    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


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<PAGE>   87



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.


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                                        2




<PAGE>   88



                                                                 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.


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<PAGE>   89



     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.


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<PAGE>   90



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.


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                                        3




<PAGE>   91


                                          [ASSIGNEE]


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


                                          [THE GILLETTE COMPANY]


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


                                          MORGAN GUARANTY TRUST COMPANY
                                          OF NEW YORK


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


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                                        4