<PAGE>   1

                                                                   EXHIBIT 10(P)

                                                        COMPOSITE CONFORMED COPY



                                 $2,000,000,000




                           364 - DAY CREDIT AGREEMENT

                                  dated as of

                               December 20, 1996

                and amended and restated as of October 20, 1997

                and amended and restated as of October 19, 1998


                                     among


                             The Gillette Company,

                            The Banks Listed Herein


                                      and


                   Morgan Guaranty Trust Company of New York,
                                    as Agent

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

                          J.P. Morgan Securities Inc.,
                                    Arranger






<PAGE>   2

                               TABLE OF CONTENTS

                                                                          Page
                                                                          ----

                      The parties hereto agree as follows:

                                   ARTICLE I

                                  DEFINITIONS

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

                                   ARTICLE II

                                  THE CREDITS

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

                                  ARTICLE III

                                   CONDITIONS

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

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



                                       i


<PAGE>   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
                                                                            

                                       ii


<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
                                                                            
                                                           
                                                           
                                      iii                  




<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
                 





                                       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).






<PAGE>   7

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

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

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

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

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

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

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

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

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

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

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

                  "Commitment Schedule" means the Commitment Schedule attached
hereto.




                                       2

<PAGE>   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, 1998, as filed with the
Securities and Exchange Commission pursuant to the Securities Exchange Act of
1934.

                  "Company's 1997 Form 10-K" means the Company's annual report
on Form 10-K for 1997, as filed with the Securities and Exchange Commission
pursuant to the Securities Exchange Act of 1934.

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

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

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

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

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





                                       3
<PAGE>   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,






                                       4
<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.





                                       5

<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.






                                       6
<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 11.03 (b).

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

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

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





                                       7
<PAGE>   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






                                       8

<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.





                                       9


<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 $50,000,000.

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

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

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

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

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

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

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

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



                                       10





<PAGE>   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 ll.06(b).

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

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

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

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



                                       11





<PAGE>   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 18, 1999, or, if such day is
not a Euro-Dollar Business Day, the next preceding Euro-Dollar Business Day.

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



                                       12




<PAGE>   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).





                                       13

<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.






                                       14

<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.




                                       15





<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 Mark et Quote so made shall
be irrevocable except with the written consent of the Agent given on the
instructions of the Borrower.

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

                  (A)      the proposed date of Borrowing,

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



                                       16





<PAGE>   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



                                       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



                                       18

<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




                                       19



<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



                                       20



<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:



                                       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



                                       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).



                                       23





<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.



                                       24



<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 EuroDollar Business Days' notice to the Agent, prepay any
EuroDollar Borrowing, in each case in whole at any time, or from time to time in
part in amounts aggregating $15,000,000 or any larger multiple of $1,000,000, by
paying the principal amount to be prepaid together with accrued interest thereon
to the date of prepayment. Each such optional prepayment shall be applied to
prepay ratably the Loans of the several Banks included in such Borrowing.

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

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



                                       25



<PAGE>   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



                                       26



<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



                                       27



<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



                                       28



<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.




                                       29




<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;




                                       3O



<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.





                                       31

<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,




                                       32


<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 1997 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, 1998 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



                                       33





<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, 1998,
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
1997 Form 10-K and the Company's Latest Form 10-Q, there is no action, suit,
investigation or proceeding pending against, or to the knowledge of the Company
threatened against or affecting, the Company or any of its Subsidiaries before
any court or arbitrator or any governmental body, agency or official in which
there is a reasonable possibility of an adverse decision which could materially
adversely affect the business, operations or financial condition of the Company
and its Consolidated Subsidiaries, taken as a whole, or which in any manner
draws into question the validity of this Agreement or the Notes.

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




                                       34


<PAGE>   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



                                       35



<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




                                       36



<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



                                       37



<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




                                       38



<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)



                                       39





<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,



                                       4O





<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



                                       41





<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



                                       42





<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



                                       43





<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





                                       44

<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



                                       45





<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





                                       46

<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




                                       47



<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





                                       48

<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 un der 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 Ban k, then, unless and until
such Bank notifies such Borrower that the circumstances giving rise to such
suspension or demand for compensation no longer exist:

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

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



                                       49



<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



                                       5O




<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






                                       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, out for the provisions
         of this paragraph, constitute a legal or equitable discharge of or
         defense to the Company's obligations hereunder.

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

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

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



                                       52



<PAGE>   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.



                                       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



                                       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





                                       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,




                                       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 ll.03(a) than such Bank would have been entitled to receive with respect
to the rights transferred, unless such transfer is made with the Company's prior
written consent or by reason of the provisions of Section 8.02 or 8.03 requiring
such Bank to designate a different Applicable Lending Office under certain
circumstances or at a time when the circumstances giving rise to such greater
payment did not exist.

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

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

                  SECTION 11.08. GOVERNING LAW; SUBMISSION TO JURISDICTION;
SERVICE OF PROCESS. This Agreement, each Election to Participate, each Election
to Terminate and each Note shall be governed by and construed in accordance with
the laws of the State of New York. Each Borrower hereby submits to the
nonexclusive jurisdiction of the United States District Court for the Southern
District of New York



                                       57



<PAGE>   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.




                                       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:                                 
                                                                             
                                                                             
                                                                             
                                                                             
                                   ABN AMRO BANK N.V.                        
                                                                             
                                                                             
                                                                             
                                   By                                        
                                      --------------------------------------- 
                                      Title:                                 
                                                                             
                                                                             
                                   By                                        
                                      --------------------------------------- 
                                      Title:                                 
                                                                             
                                                                             
                                                                             


                                       59



<PAGE>   65


                                   BANKBOSTON, N.A.



                                   By
                                      ----------------------------------------
                                      Title:                                  
                                                                              
                                                                              
                                                                              
                                   THE FIRST NATIONAL BANK OF CHICAGO         
                                                                              
                                                                              
                                                                              
                                   By                                         
                                      ----------------------------------------
                                      Title:                                  
                                                                              
                                                                              
                                                                              
                                                                              
                                   BANCA COMMERCIALE ITALIANA, NEW YORK BRANCH
                                                                              
                                                                              
                                                                              
                                   By                                         
                                      ----------------------------------------
                                      Title:                                  
                                                                              
                                                                              
                                                                              
                                   BANK OF AMERICA NATIONAL TRUST AND SAVINGS 
                                   ASSOCIATION                                
                                                                              
                                                                              
                                   By                                         
                                      ----------------------------------------
                                      Title:                                  
                                                                              
                                                                              
                                                                              
                                   THE CHASE MANHATTAN BANK                   
                                                                              
                                                                              
                                                                              
                                   By                                         
                                      ----------------------------------------
                                      Title:                                  
                                                                              
                                                                              
                                                                              
                                   CITIBANK, N.A.                             
                                                                              
                                                                              
                                                                              
                                   By                                         
                                      ----------------------------------------
                                      Title:                                  
                                                                              
                                                                              


                                       6O




<PAGE>   66

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


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


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



                                   MELLON BANK, N.A.


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



                                   ROYAL BANK OF CANADA


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



                                   BANCO SANTANDER


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



                                   THE BANK OF NOVA SCOTIA


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



                                   BANQUE PARIBAS


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


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




                                       61




<PAGE>   67

                                   FLEET NATIONAL BANK


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



                                   GENERALE BANK, NEW YORK BRANCH


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



                                   SOCIETE GENERALE


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



                                   STATE STREET BANK AND TRUST COMPANY


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



                                   WACHOVIA BANK OF GEORGIA, N.A.


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



                                   MORGAN GUARANTY TRUST COMPANY OF NEW YORK,
                                   as Agent


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




                                       62




<PAGE>   68

                              COMMITMENT SCHEDULE


<TABLE>
<CAPTION>
                  Bank                                                Commitment     
                  ----                                                ----------     
<S>                                                                 <C>  

Morgan Guaranty Trust Company of New York                           $220,000,000 
Credit Suisse First Boston                                           200,000,000  
ABN AMRO Bank N.V.                                                   160,000,000  
BankBoston, N.A.                                                     160,000,000  
The First National Bank of Chicago                                   160,000,000 
Banca Commerciale Italiana, New York Branch                          100,000,000  
Bank of America National Trust and Savings Association               100,000,000  
The Chase Manhattan Bank                                             100,000,000  
Citibank, N.A.                                                       100,000,000  
Deutsche Bank AG, New York and/or Cayman Islands Branches            100,000,000 
Mellon Bank, N.A.                                                    100,000,000  
Royal Bank of Canada                                                 100,000,000  
Banco Santander                                                       50,000,000  
The Bank of Nova Scotia                                               50,000,000  
Banque Paribas                                                        50,000,000  
Fleet National Bank                                                   50,000,000  
Genera!e Bank, New York Branch                                        50,000,000  
Societe Generale                                                      50,000,000  
State Street Bank and Trust Company                                   50,000,000  
Wachovia Bank of Georgia, N.A.                                        50,000,000     
                                                                  --------------               

          Total                                                   $2,000,000,000 
                                                                  ============== 
                                                                                 
                                                                  

</TABLE>









































<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 State s 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





<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.





                                       2



<PAGE>   71

                                 Note (cont'd)


                        LOANS AND PAYMENTS OF PRINCIPAL


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

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________





                                       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.






<PAGE>   73

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




                                        [NAME OF BORROWER]



                                        By
                                           ------------------------------------
                                           Title







                                       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






<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)







<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%).






<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:






<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





                                       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 ll.03(b) of the Credit Agreement to the extent the rights to
indemnification provided for therein are violative of any law, rule or
regulation (including any federal or state securities law, rule or regulation)
or public policy.

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

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





                                        Very truly yours,



                                        Joseph E. Mullaney




                                       3

<PAGE>   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 us ed herein as therein defined.

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

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

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






<PAGE>   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,






                                       2
<PAGE>   82



                                                                       EXHIBIT G

                        FORM OF ELECTION TO PARTICIPATE



                                                            , 19


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



Dear Sirs:

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

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



               [Tax disclosure pursuant to Section 9.04, if any]







<PAGE>   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:






                                       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]






<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:



                                       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






<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.




                                       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.






<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 i t receives any amount under the Credit
Agreement which is for the account of the other party hereto, it shall receive
the same for the account of such other party to the extent of such other party's
interest therein and shall promptly pay the same to such other party.

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






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




                                       2




<PAGE>   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.






                                       3

<PAGE>   91

                                        [ASSIGNEE]          


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



                                        [THE GILLETTE COMPANY]


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


                                        MORGAN GUARANTY TRUST COMPANY OF 
                                        NEW YORK


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




                                       4