<PAGE>






                                 CHF 50,000,000
                      THIRD AMENDED AND RESTATED REVOLVING
                            CREDIT FACILITY AGREEMENT

                               DATED 31 JULY, 1997

                                     BETWEEN

                             PELIKAN PRODUKTIONS AG
                                       AND
                       PELIKAN HARDCOPY (INTERNATIONAL) AG

                                  AS BORROWERS

                                BARCLAYS BANK PLC

                                    AS AGENT

                           NATIONSBANK OF TEXAS, N.A.

                               AS COLLATERAL AGENT

                           NATIONSBANK OF TEXAS, N.A.

                             AS DOCUMENTATION AGENT


                                       AND


                                     OTHERS


<PAGE>

     THIS THIRD AMENDED AND RESTATED AGREEMENT is made the 31st day of July, 
1997 BETWEEN:

     (1)  PELIKAN PRODUKTIONS AG and PELIKAN HARDCOPY (INTERNATIONAL) AG
          (together the "BORROWERS" and individually a "BORROWER");

     (2)  BARCLAYS BANK PLC as agent (the "AGENT");

     (3)  NATIONSBANK OF TEXAS, N.A. as collateral agent (the "COLLATERAL
          AGENT", the Agent and the Collateral Agent being hereinafter referred
          to collectively as the "AGENTS");

     (4)  NATIONSBANK OF TEXAS, N.A. as documentation agent (the "DOCUMENTATION
          AGENT");

     (5)  BARCLAYS BANK PLC as fronting bank (the "FRONTING BANK");

     (6)  BARCLAYS BANK PLC as overdraft provider (the "OVERDRAFT PROVIDER"),
          and

     (7)  THE FINANCIAL INSTITUTIONS named in the First Schedule (the "BANKS").

     WHEREAS the parties hereto wish further to amend and restate the Amended 
and Restated Revolving Credit Facility dated 15th October, 1996 (as so 
amended, the "ORIGINAL AGREEMENT").

     NOW IT IS HEREBY AGREED that the Original Agreement is hereby further 
amended and restated as follows:

1.   INTERPRETATION

     1.1  In this Agreement:

          "ADVANCE" means, save as otherwise provided herein, an advance made or
     to be made by a Lender pursuant to the terms hereof;

          "AGENT'S SPOT RATE OF EXCHANGE" means the Agent's spot rate of
     exchange for the purchase of the relevant Optional Currency in the London
     foreign exchange market with Swiss francs on or about 11.00 a.m. on a
     particular day;

          "APPLICABLE MARGIN" means four percent (4%) per annum through June 30,
     1998, and five percent (5%) per annum thereafter;

          "AVAILABLE COMMITMENT" means. in relation to a Bank at any time and
     save as otherwise provided herein, its Commitment at such time LESS (i) its
     share of the Outstandings (other than any outstanding Short-Term Advance)
     at such time (and for the purposes of determining a Bank's share of
     Outstandings which comprise L/C Outstandings, such Bank's share shall be
     the amount that it may become obliged to pay to the Fronting Bank pursuant
     to Clause 8.6) and (ii) except for the purposes of Clause 25, its share of
     any Advance which it is obliged, or may become obliged, to make pursuant to
     Clause 6.5 in respect of (a) any outstanding Short-Term Advance at close of
     business on the day before the proposed Utilization Date and (b) any
     Short-Term Advance requested to be made no later than the specified time on
     such proposed Utilization Date;

<PAGE>

          "AVAILABLE FACILITY" means, at any time, the aggregate of the
     Available Commitments at such time adjusted, in the case of a proposed
     Utilization only. so as to take into account:

               (i)  any reduction in the Commitment of a Bank which will occur
          prior to the commencement of, or during, the Term relating to the


          proposed Utilization consequent upon a cancellation of the whole or
          any part of the Commitment of such Bank pursuant to the terms hereof;

              (ii)  the amounts of any Advances (other than any Short-Term
          Advances), and/or Letters of Credit which, pursuant to any other
          Utilization, any Bank or the Fronting Bank, as the case may be, are
          then obliged to make or, as the case may be, issue on or before the
          proposed Utilization Date relating to such proposed Utilization; and

             (iii)  the amounts of any Advances and/or Letters of Credit which
          were made or, as the case may be, issued by any Bank or the Fronting
          Bank, as the case may, be pursuant hereto and which are due to be
          repaid or, as the case may be, expire on or before the proposed
          Utilization Date relating to such Utilization;

          "BARCLAYS OVERDRAFT AGENT" means Barclays Bank (Schweiz) AG, a company
     incorporated in Switzerland;

          "BASLE PAPER" means the paper entitled International Convergence of
     Capital Measurement and Capital Standards dated July 1988 prepared by the
     Basle Committee on Banking Regulations and Supervisory Practices. as
     amended in November 1991;

          "BORROWER SECESSION MEMORANDUM" means a memorandum delivered to the
     Agent by the Borrowers pursuant to Clause 38 in the form set out in the
     Sixth Schedule;

          "CLOSING DATE" has the meaning given it in the Credit Agreement;

          "COLLATERAL DOCUMENTS" has the meaning given it in the Credit
     Agreement;

          "COMMITMENT" means, in relation to a Bank at any time and save as
     otherwise provided herein, the amount set opposite its name in the First
     Schedule;

          "COMMITMENT FEE" has the meaning given to it in Clause 25;

          "COMMITMENT FEE PERCENTAGE" has the meaning given to it in the Credit
     Agreement;

          "CREDIT AGREEMENT" means the Second Amended and Restated Credit
     Agreement of even date hereof between Nu-kote Holding, Inc. as guarantor,
     Nu-kote International, Inc. as borrower, Barclays Bank PLC as documentation
     agent, NationsBank of Texas, N.A. as administrative agent and collateral
     agent and others;

          "EVENT OF DEFAULT" means an "Event of Default" referred to in
     Section 5 of the Nu-kote Guarantees;

          "EXPIRY DATE" means, in relation to any Letter of Credit, the date on
     which the maximum aggregate liability thereunder is to be reduced to zero;

                                       -3-

<PAGE>

          "FACILITY" means the revolving cash advances and letter of credit
     facility granted to the Borrowers in this Agreement;

          "FACILITY OFFICE" means, in relation to any of the Agent, the Fronting
     Bank or the banks, the office identified with its signature below or such
     other office as it may from time to time select which is located in the
     same jurisdiction as the office identified with its signature below (or, in
     the case of a Transferee as the office identified in the Transfer
     Certificate pursuant to which it became a party hereto) or, such other
     office as may be agreed pursuant to Clause 17;

          "FINANCE DOCUMENTS" means this Agreement, the Nu-kote Guarantees, the
     Collateral Documents, the Security Documents, the Hedging Documents and any
     other document designated as such in writing by the Agent and the
     Borrowers;

          "GUARANTORS" means Nu-kote Holding, Inc., Nu-kote International, Inc.,
     International Communication Materials, Inc., Future Graphics, Inc., Nu-kote
     Imaging International, Inc. and Nu-kote Imperial, Ltd. and "GUARANTOR"
     means any one of them;

          "HEDGING DOCUMENTS" means any and all currency or interest rate swap
     and/or interest cap and/or other hedging agreements entered into, or to be
     entered into by a Borrower with a Bank in relation to the obligations of
     such Borrower hereunder;

          "INTELLECTUAL PROPERTY RIGHTS PLEDGE AGREEMENT" means the Intellectual
     Property Rights Pledge Agreement dated 24th February, 1995 between Pelikan
     Produktions AG and the Agent;

          "INVENTORY PLEDGE AGREEMENT" means the Inventory Pledge Agreement
     dated 24th February, 1995 between Pelikan Produktions AG and the Agent;

          "L/C OUTSTANDINGS" means, at any time, the amount that is the sum of
     (i) the maximum aggregate amount that is or at any time thereafter may
     become available for drawings under each Letter of Credit outstanding at
     such time and (ii) the aggregate amount of all drawings under each Letter
     of Credit honored by the Fronting Bank and not theretofore reimbursed by
     the Borrower hereunder;

          "LENDERS" means the Banks and the Overdraft Provider;

          "LETTER OF CREDIT" means a documentary or standby letter of credit
     issued or to be issued by the Fronting Bank pursuant to Clause 7 in each
     case, in such form as may be requested by a Borrower and which is
     acceptable to the Fronting Bank;

          "LIBOR" means, in relation to any Advance (other than a Short-Term
     Advance) or unpaid sum, the rate per annum determined by the Agent to be
     equal to the arithmetic mean (rounded upwards, if necessary, to four
     decimal places) of the rates (as notified to the Agent) at which each of
     the Reference Banks was offering to prime banks in the London Interbank
     Market deposits in the currency of the relevant Advance and for the
     specified period at or about 11:00 a.m. on the Quotation Date for such
     specified period and, for the purposes of this definition, "SPECIFIED
     PERIOD" means the Term of such Advance or, as the case may be, the relevant
     period in respect of which LIBOR fails to be determined in relation to such
     unpaid sum;

                                       -4-

<PAGE>

          "MANDATORY LIQUID ASSET COSTS RATE" means in relation to any Advance
     or unpaid sum denominated in sterling, the rate determined in accordance
     with the Seventh Schedule;

          "MORTGAGE TRANSFER AGREEMENT" means the Mortgage Transfer Agreement
     dated 24th February, 1995 between Pelikan Produktions AG and the Agent;

          "NU-KOTE GUARANTEES" means the guarantees dated 24th February, 1995
     given by the Guarantors in favor of the Agent for itself and on behalf of
     the Lenders;

          "OBLIGORS" means the Borrowers and the Guarantors and "OBLIGOR" means
     any one of them;

          "OPTIONAL CURRENCY" means dollars, deutschmarks and sterling;

          "ORIGINAL SWISS FRANC AMOUNT" means:

               (i)  the principal amount (in the case of an Advance), or the
          face value (in the case of a Letter of Credit), of a Utilization
          denominated in Swiss francs; or

              (ii)  the principal amount (in the case of an Advance), or the
          face value (in the case of a Letter of Credit), of a Utilization
          denominated in an Optional Currency, translated into Swiss francs on
          the basis of the Agent's Spot Rate of Exchange on the date of receipt
          by the Agent of the Utilization Request for that Utilization;

          "OUTSTANDINGS" means, at any time, the aggregate of:

               (i)  the principal amount of each outstanding Advance at such
          time; and

              (ii)  the L/C Outstandings at such time;

          "OVERDRAFT FACILITY TRANSFEREE" means a Lender to which the Overdraft
     Provider transfers all (but not part) of its rights and obligations
     hereunder as the Overdraft Provider in accordance with Clause 30.5;

          "OVERDRAFT PROVIDER" means:

               (i)  Barclays Bank PLC in its capacity as overdraft provider
          hereunder (and not, for the avoidance of doubt, Barclays Overdraft
          Agent through which Barclays Bank PLC acts in connection with
          Short-Term Advances) until the date, if any, that is 30 days after the
          date Barclays Bank PLC notifies the Borrowers that no more Short-Term
          Advances will be made by it; or

              (ii)  any other Lender that may, from time to time, be appointed
          to act as the overdraft provider hereunder in accordance with Clause
          30.5;

          "OVERDRAFT PROVIDER TRANSFER CERTIFICATE" means a certificate
     substantially in the form set out in the Eighth Schedule signed by the
     Overdraft Provider and the Overdraft Facility Transferee whereby:

               (i)  the Overdraft Provider seeks to procure the transfer to the
          Overdraft Facility Transferee of all (but not part) of the Overdraft
          Provider's rights and obligations hereunder upon and subject to the
          conditions set out in Clause 30.5; and

                                       -5-

<PAGE>
              (ii)  the Overdraft Facility Transferee undertakes to perform all
          (but not part) of the Overdraft Provider's obligations hereunder as a
          result of delivery of such certificate to the Borrowers and the Agent
          as is contemplated in Clause 30.5;

          "OVERDRAFT RATE" means on any day the rate per annum notified by
     Barclays Overdraft Agent (or if any other Lender is the Overdraft Provider,
     such Overdraft Provider) to the Agent and the relevant Borrower as being
     the rate per annum for or with effect from such day (including a margin of
     2% per annum);

          "OVERDRAFT REPAYMENT DATE" means, in relation to any Short-Term
     Advance, the earlier of (1) the date falling five business days after
     demand for repayment made to the relevant Borrower by the Overdraft
     Provider and (2) the Termination Date;

          "PELIKAN HARDCOPY INTERNATIONAL AG ASSIGNMENT AGREEMENT" means the
     Assignment Agreement dated 24th February, 1995 between Pelikan Hardcopy
     (International) AG and the Agent;

          "PELIKAN PRODUKTIONS AG ASSIGNMENT AGREEMENT" means the Assignment
     Agreement dated 24th February, 1995 between Pelikan Produktions AG and the
     Agent;

          "POTENTIAL EVENT OF DEFAULT" has the meaning given to it in the
     Nu-kote Guarantees;

          "PROPORTION" means, in relation to a Bank, the proportion borne by its
     Commitment to the Total Commitments (or, if the Total Commitments are then
     zero, by its Commitment to the Total Commitments immediately prior to their
     reduction to zero);

          "QUALIFYING LENDER" means a person recognized as a bank pursuant to
     Clause 232 of the Circular of the Swiss Federal Tax Authorities, dated 29
     October 1992, regarding the tax treatment of syndicated loans, debt
     certificate issues, promissory notes and subparticipations.  Provided that
     if that circular is amended or repealed, the Agent shall have power to
     amend this definition in a manner consistent with such amendment or repeal
     as soon as practically possible;

          "QUOTATION DATE" means, in relation to any period for which an
     interest rate is to be determined hereunder (other than a Short-Term
     Advance), the day on which quotations would ordinarily be given by prime
     banks in the London Interbank Market for deposits in the currency in
     relation to which such rate is to be determined for delivery on the first
     day of that period.  Provided that, if for any such period quotations would
     ordinarily be given on more than one date, the Quotation Date for that
     period shall be the last of those dates;

          "REFERENCE BANKS" means the principal London office of Barclays Bank
     PLC or the principal London offices of other bank or banks as may from time
     to time be agreed between the Borrowers and the Agent acting on the
     instructions of the Requisite Lenders;

          "REPAYMENT DATE" means, in relation to any Advance hereunder (other
     than a Short-Term Advance), the last day of the Term thereof;

          "REQUISITE LENDERS" has the meaning given to it in the Credit
     Agreement;

          "REQUESTED AMOUNT" means, in relation to any Utilization Request, the
     aggregate principal amount of the Advances or, as the case may be, face
     amount of the Letter of Credit therein requested;

                                       -6-

<PAGE>

          "SECURITY DOCUMENTS" means the Pelikan Produktions AG Assignment
     Agreement, the Pelikan Hardcopy International AG Assignment Agreement, the
     Intellectual Property Rights Pledge Agreement, the Inventory Pledge
     Agreement, the Mortgage Transfer Agreement and the Share Pledge Agreement;

          "SHARE PLEDGE AGREEMENT" means the Share Pledge Agreement dated 24th
     February, 1995 between Pelikan Produktions AG and the Agent;

          "SHORT-TERM ADVANCE" means any Advance denominated in Swiss francs
     made by the Overdraft Provider in that capacity pursuant to the terms
     hereof';

          "TERM" means, save as otherwise provided herein, in relation to any
     Advance hereunder (other than a Short-Term Advance), the period for which
     such Advance is borrowed (as specified in the Utilization Request relating
     thereto) and, in relation to any Letter of Credit, the period from the date
     on which such Letter of Credit is issued until its Expiry Date (as
     specified in the Utilization Request relating thereto);

          "TERMINATION DATE" means January 4, 1999, or such earlier date on
     which the Revolving Credit Commitments, under and as defined in the Credit
     Agreement, shall terminate;

          "TOTAL COMMITMENTS" means the aggregate for the time being of the
     Banks' Commitments;

          "TRANSFER CERTIFICATE" means a certificate substantially in the form
     set out in the Second Schedule signed by a Bank and a Transferee whereby:

               (i)  such Bank seeks to procure the transfer to such Transferee
          of all or a part of such Bank's rights and obligations hereunder upon
          and subject to the terms and conditions set out in Clause 30; and

              (ii)  such Transferee undertakes to perform the obligations it
          will assume as a result of delivery of such certificate to the
          Borrowers and the Agent as is contemplated in Clause 30;

          "TRANSFER DATE" means, in relation to any Transfer Certificate or
     Overdraft Provider Transfer Certificate, the date for the making of the
     transfer as specified in the schedule to such Transfer Certificate or
     Overdraft Provider Transfer Certificate (as the case may be);

          "TRANSFEREE" means a bank or other financial institution to which a
     Bank transfers all or part of such Bank's rights and obligations hereunder
     in accordance with Clause 30;

          "UK FACILITY" means the third amended and restated revolving credit,
     letter of credit and contract guarantee facility made available to Pelikan
     Scotland Limited by Barclays Bank PLC and NationsBank, N.A. of even date
     hereof;

          "UTILIZATION" means a utilization of the Facility hereunder;

          "UTILIZATION DATE" means the date of a Utilization, being the date on
     which the Advances in respect thereof are to be made or the Letter of
     Credit in respect thereof is to be issued; and

                                       -7-

<PAGE>

          "UTILIZATION REQUEST" means a notice given to the Agent pursuant to
     Clause 6.1 substantially in the form set out in the Fourth Schedule.

     1.2  Any reference in this Agreement to:

          an "AFFILIATE" of the Agent shall be construed as a reference to a
     subsidiary or holding company, or to a subsidiary of a holding company, of
     the Agent;

          the "AGENT", the "COLLATERAL AGENT" or any "LENDER" or any "OVERDRAFT
     PROVIDER" shall be construed so as to include its and any subsequent
     successors, Transferees, Overdraft Facility Transferees and permitted
     assigns in accordance with their respective interests;

          a "BUSINESS DAY" shall be construed as a reference to a day (other
     than a Saturday or Sunday) on which banks generally are open for business
     in London and Zurich and (but only in relation to a transaction involving
     an Optional Currency) the principal financial centre of the country of that
     Optional Currency;

          a "MONTH" is a reference to a period starting on one day in a calendar
     month and ending on the numerically corresponding day in the next
     succeeding calendar month save that, where any such period would otherwise
     end on a day which is not a business day, it shall end on the next
     succeeding business day, unless that day falls in the calendar month
     succeeding that in which it would otherwise have ended, in which case it
     shall end on the immediately preceding business day; provided that, if a
     period starts on the last business day in a calendar month or if there is
     no numerically corresponding day in the month in which that period ends,
     that period shall end on the last business day in that later month (and
     references to "MONTHS" shall be construed accordingly);

          "TAX" shall be construed so as to include any tax, levy, impost, duty
     or other charge of a similar nature (including, without limitation, any
     penalty or interest payable in connection with any failure to pay or any
     delay in paying any of the same); and

          "VAT" shall be construed as a reference to value added tax including
     any similar tax which may he imposed in place thereof from time to time.

     1.3  "CHF" and "SWISS FRANCS" denote the lawful currency of Switzerland, 
"US$" and "DOLLARS" denote the lawful currency of the United States of 
America, "DM" and "DEUTSCHMARKS" denote the lawful currency of the Federal 
Republic of Germany and "L" and "STERLING" denote the lawful currency of the 
United Kingdom.

     1.4  Save where the contrary is indicated, any reference in this 
Agreement to;

          (i)  this Agreement or any other agreement or document shall be
     construed as a reference to this Agreement or, as the case may be, such
     other agreement or document as the same may have been, or may front time to
     time be, amended, restated, varied, novated or supplemented; and

          (ii) a time of day shall be construed as a reference to London time.

     1.5  There are set out in the Fifth Schedule timetables of certain of 
the procedures provided for in this Agreement.  For the purpose of 
construction, any reference herein to a specified time shall be construed as 
a reference to the relevant time set forth in the relevant timetable.

                                       -8-

<PAGE>

2.   THE FACILITY

     2.1  The Lenders grant to the Borrowers, upon the terms and subject to 
the conditions hereof, a revolving cash advance and letter of credit facility 
in an aggregate Original Swiss Franc Amount of CHF 50,000,000.

     2.2  Subject to Clause 2.1 above, the aggregate amount of all 
Utilizations denominated in an Optional Currency outstanding at any time 
shall not:

          (i)  in the case of Utilizations denominated in dollars, exceed
     US$20,000,000;

         (ii)  in the case of Utilizations denominated in deutschmarks, exceed
     DM30,000,000; and

        (iii)  in the case of Utilizations denominated in sterling, exceed
     L15,000,000.

     2.3  Notwithstanding Clause 2.2 above, that part of the Facility 
comprising Letters of Credit is limited to an Original Swiss Franc Amount of 
CHF 12,000,000.

     2.4  That part of the Facility comprising Short-Term Advances will be 
provided by the Overdraft Provider and is limited to CHF 6,250,000.

3.   PURPOSE

     3.1  The Facility is intended to be used for general corporate purposes 
including. but not limited to:

          (i)  working capital;

         (ii)  capital and other expenditures and expenses; and

        (iii)  refinancing existing indebtedness and other indebtedness,
     including reimbursement to the Fronting Bank of any amounts drawn under any
     Letters of Credit;

     and, accordingly, each Borrower shall apply all amounts raised by it
     hereunder in or toward satisfaction of such purposes.

     3.2  Without prejudice to the obligations of the Borrowers under Clause 
3.1, the Agents and the Lenders shall not be obliged to concern themselves 
with the application of amounts raised by a Borrower hereunder.

     3.3  During the period while Barclays Bank PLC is the Overdraft 
Provider, Barclays Bank PLC shall cause Barclays Overdraft Agent to act as 
its agent in relation to Short-Term Advances made to the Borrower by Barclays 
Bank PLC as Overdraft Provider.

4.   CONDITIONS PRECEDENT

     (a)  Neither Borrower may utilize the Facility unless the Agent has 
confirmed to the Borrowers and the Lenders that it has received all of the 
documents listed in the Third Schedule and that each is, in form and 
substance, satisfactory to the Agent.

                                       -9-

<PAGE>

     (b)  By signing this Agreement, each of Pelikan Produktions AG and 
Pelikan Hardcopy (International) AG, in their capacities as pledgors and 
assignors under the Security Documents, acknowledge and agree that their 
obligations under the Security Documents remain fully applicable and extend 
to cover all of the obligations owed by each of them in their capacities as 
borrowers (and, in the case of Pelikan Produktions AG, as the Swiss 
Guarantor) under this Agreement.

5.   NATURE OF LENDERS' OBLIGATIONS

     5.1  The obligations of each Lender hereunder are several.

     5.2  The failure by a Lender to perform its obligations hereunder shall 
not affect the obligations of any other Lender or a Borrower towards any 
other party hereto nor shall any other party be liable for the failure by 
such Lender to perform its obligations hereunder.

6.   UTILIZATION OF THE FACILITY

     6.1  Save as otherwise provided herein.  Advances will be made by the 
Banks or, as the case may be, a Letter of Credit will be issued by the 
Fronting Bank or, as the case may be, Short-Term Advances will be made by the 
Overdraft Provider to a Borrower if:

          (i)  no later than the specified time in respect of the proposed
     Utilization, the Agent or, in the case of a Short-Term Advance, the
     Overdraft Provider, has received from the relevant Borrower a Utilization
     Request therefor;

         (ii)  the proposed Utilization Date in respect to such Utilization
     Request is a business day;

        (iii)  the Requested Amount is:

               (a)  in the case of a Utilization by means of Advances (other
          than Short-Term Advances), an amount which does not exceed the
          Available Facility at such time and which, if less than the Available
          Facility at such time;

                    (1)  if no other Advance (other than a Short-Term Advance)
               of less than an Original Swiss Amount of CHF 2,000,000 is
               outstanding at such time is:

                         (A)  if the currency is Swiss Francs, a minimum amount
                    of CHF 1,000,000 and in additional integral multiples of CHF
                    2,000,000; or

                         (B)  if the currency is an Optional Currency, a minimum
                    Original Swiss Franc Amount of CHF 1,000,000 (or an
                    approximate amount thereof) and in additional integral
                    multiples of an Original Swiss Franc Amount of CHF 2,000,000
                    (or as approximate amount thereof); or

                    (2)  if an Advance (other than a Short-Term Advance) of less
               than CHF 2,000,000 is outstanding at such time is:

                         (A)  if the currency is Swiss francs, a minimum amount
                    of CHF 2,500,000 and in additional integral multiples of CHF
                    1,000,000;
                                       -10-

<PAGE>
                    or

                         (B)  if the currency is an Optional Currency, a minimum
                    Original Swiss Franc Amount of CHF 2,500,000 (or an
                    approximate amount thereof) and in additional integral
                    multiples of an Original Swiss France Amount of CHF
                    1,000,000 (or an approximate amount thereof); or

               (b)  in the case of a Utilization by means of a Letter of Credit,
          an amount which does not exceed the Available Facility at such time
          and which when aggregated with the L/C Outstandings at the time of
          such Utilization does not exceed an Original Swiss Franc Amount of
          CHF 12,000,000; or

               (c)  in the case of a Utilization by means of Short-Term
          Advances, an amount which does not exceed the Available Facility at
          such time and which when aggregated with all other Short-Term Advances
          then outstanding, does not exceed CHF 6,250,000;

          (iv) in the case of a Utilization to be denominated in an Optional
     Currency, its principal amount (in the case of an Advance) or face value
     (in the case of a Letter of Credit), when aggregated with the aggregate
     principal amounts and/or face values, as the case may be, of all
     outstanding Utilizations denominated in the same Optional Currency, would
     not exceed the limits set out in Clause 2.2; and

          (v)  the Term requested by the relevant Borrower in such Utilization
     Request for any Advance (other than Short-Term Advances) will end on a
     business day which is or precedes the Termination Date and will be:

               (a)  in respect of any such Advance with a proposed Utilization
          Date falling during the period expiring on the earlier of the date
          that is two (2) months after the Closing Date, a period not exceeding
          14 days.

               (b)  in respect of any such Advance to which Clause 6.1(v)(a)
          does not apply, a period of one, three or six months;

               (c)  in respect of a Letter of Credit;

                    (1)  if denominated in Swiss Francs, any period of 18 months
               or less; or

                    (2)  if denominated in an Optional Currency, any period of
               twelve months or less;

               (d)  in respect of a Short-Term Advance, any period of one month
          or less; and

          (vi) the making of such Advance (other than a Short-Term Advance) will
     not result in there being more than 5 outstanding Advances (other than
     Short-Term Advances); and

          (vii)     in the case of a Utilization by means of a Short-Term
     Advance, there is an Overdraft Provider.

                                       -11-

<PAGE>

     6.2  If and whenever, on the occasion of a Utilization, the Banks are 
required to make Advances or the Fronting Bank is required to issue a Letter 
of Credit pursuant hereto, the aggregate principal amount of the Advances to 
be so made or, as the case may be, the face amount of the Letter of Credit to 
be so issued shall be allocated to, and apportioned among, the Banks rateably 
to their respective Available Commitments for such Utilization.  Provided 
that no amount shall be allocated to any Bank in respect of any Utilization 
if such Bank's Commitment will be cancelled pursuant to the terms hereof 
prior to or during the Term of the proposed Advances or, as the case may be, 
the Term of the proposed Letter of Credit.

     6.3  Each Bank shall, subject to the terms hereof, be obliged, through 
its Facility Office, to make an Advance on the proposed Utilization Date 
in a principal amount equal to the amount allocated to it pursuant to this 
Clause 6.

     6.4  The Agent shall not later than the specified time notify each Bank 
by telephone of the principal amount or, as the case may be, the amount 
allocated to it pursuant to this Clause 6, such notice to be promptly 
confirmed by the Agent by telex or telefax.

     6.5  The Overdraft Provider may at any time request by notice to a 
Borrower (through the Agent) which at such time has an outstanding Short-Term 
Advance made by such Overdraft Provider that the Banks make an Advance to 
such Borrower on a business day specified by the Overdraft Provider in such 
notice (such date falling no earlier than five business days after receipt of 
such notice) and upon receiving such notice such Borrower shall, unless such 
outstanding Short-Term Advance has been repaid within three business days of 
receipt of such notice, be deemed to have served a Utilization Request for an 
Advance to be made by the Banks in an amount equal to, and in the same 
currency as, such outstanding Short-Term Advance on such business date 
specified by the Overdraft Provider for a Term of one month whereupon, 
notwithstanding the provisions of Clause 6.1(iii) or (v) or the conditions to 
making an Advance contained in Clause 10 or any cancellation of the Available 
Facility following the making of such Short-Term Advance, the Banks shall 
make such Advance available to such Borrower rateably to their respective 
Available Commitments at such time (or immediately prior to any such 
cancellation) and interest on such Advance shall be determined in accordance 
with Clause 11.2 and the Agent is hereby authorized to pay the proceeds of 
such Advance to the Overdraft Provider on behalf of the relevant Borrower to 
be applied in discharge of such outstanding Short-Term Advance.

     6.6  For the avoidance of any doubt, since the definition of Commitment 
only applies to Banks and not the Overdraft Provider or the Fronting Bank, 
any Bank that is also an Overdraft Provider or Fronting Bank may be obliged 
to have Outstandings that, including its Advances as a Bank, its Short-Term 
Advances as Overdraft Provider and its L/C Outstandings as Fronting Bank, 
exceed the amount of its Commitment and any such Bank, in its capacity as 
Overdraft Provider and Fronting Bank, has the benefit of the Banks' 
obligations under Clauses 6.5 and 8.6 in respect of its Short-Term Advances 
and L/C Outstandings as Fronting Bank.

7.   ISSUE OF LETTERS OF CREDIT

     7.1  Each Utilization Request in respect of a Letter of Credit shall, in 
addition to the information required pursuant to Clause 6.1, specify the name 
and address of the recipient to which the relevant Letter of Credit should be 
delivered and shall have the proposed form of the Letter of Credit attached 
to it.

     7.2  Subject to the provisions hereof, the Fronting Bank shall issue a 
Letter of Credit in accordance with Clause 7.1 if:



                                     -12-

<PAGE>

        (i)    no Event of Default or Potential Event of Default has occurred
     which is continuing;

        (ii)   the representations and warranties set out in Section 3 of the
     Nu-kote Guarantees are true in all material respects on and as of such
     Utilization Date to the same extent as though made on and as of such
     Utilization Date, except to the extent that such representations and
     warranties specifically relate to an earlier date, in which case, such
     representations and warranties shall have been true and correct in all
     material respects as of such earlier date; and

        (iii)  the form of the Letter of Credit has been agreed between the
     relevant Borrower and the Fronting Bank by no later than the specified
     time.

8.   INDEMNITY (INCLUDING BANK INDEMNITY FOR SHORT-TERM ADVANCES)

     8.1  If, at any time, a demand for payment in the amount so demanded 
(being herein referred to as the "AMOUNT DEMANDED") is made under a Letter of 
Credit by the beneficiary thereof, the Agent shall notify the relevant 
Borrower of such demand and make demand of that Borrower for an amount equal 
to the Amount Demanded.

     8.2  A Borrower shall pay to the Agent an amount equal to the Amount 
Demanded following receipt by it of a demand made on it by the Agent under 
this Clause 8.  Such payment shall be made on the second business day 
following the business day on which such Borrower receives such demand from 
the Agent, or, in the event that the Borrower receives such demand after 9:00 
a.m. on such business day, on the third business day following.

     8.3  Each Borrower hereby irrevocably and unconditionally agrees to 
indemnify and keep indemnified the Fronting Bank against each and every sum 
paid or payable by the Fronting Bank under any Letter of Credit issued at its 
request and also undertakes to indemnify and hold harmless the Fronting Bank 
on demand from and against all actions, proceedings, liabilities, costs 
(including, without limitation, any costs incurred in funding any amount 
which falls due from the Fronting Bank under any Letter of Credit in 
connection with any such Letter of Credit as certified by the Fronting Bank 
to the relevant Borrower), claims, losses, damages and expenses which the 
Fronting Bank may at any time incur or sustain in connection with or arising 
out of any Letter of Credit issued at its request.  Provided that a Borrower 
shall not be obliged to pay any amount under this Clause 8.3 to the extent 
that such obligation has arisen as a result of (i) the fraud, gross 
negligence or wilful misconduct of the Fronting Bank or (ii) the failure by 
the Fronting Bank to use reasonable care to determine that the documents and 
certificates required to be delivered under any Letter of Credit have been 
delivered and that they comply on their face with the requirements of that 
Letter of Credit before making any payment thereunder.

     8.4  The Fronting Bank shall be entitled to make any payment under any 
Letter of Credit for which a demand has been made without any reference to or 
further authority from the Borrower at whose request such Letter of Credit 
was issued or any other investigation or enquiry, need not concern itself 
with the propriety of any demand made or purported to be made under and in 
the manner required by the terms of any such Letter of Credit and shall be 
entitled to assume that any person expressed in any Letter of Credit or in 
any notice served pursuant to any such Letter of Credit to be entitled to 
make demands is so entitled and that any individual purporting to sign any 
such demand or notice on behalf of such person is duly authorized to do so 
unless it has actual knowledge that such person is not so entitled or not so 
authorized; accordingly, it shall not (save as provided in this Clause 8) be 
a defense to any demand made of a Borrower, nor shall a Borrower's 
obligations 



                                     -13-

<PAGE>

hereunder be impaired by the fact (if it be the case), that the Fronting Bank 
was or might have been justified in refusing payment, in whole or in part, of 
the amounts so demanded.  Provided that the Fronting Bank shall use 
reasonable care to determine that the documents and certificates required to 
be delivered under any Letter of Credit have been delivered and that they 
comply on their face with the requirements of that Letter of Credit before 
making any payment thereunder.

     8.5  Save as otherwise provided in this Clause 8, the obligations of 
each Borrower to the Fronting Bank in connection with any such Letter of 
Credit shall not be discharged, lessened or impaired by any act, omission or 
circumstance whatsoever which, but for this provision, might operate to 
release or exonerate such Borrower from all or part of such obligations or in 
any other way discharge, lessen or impair the same.

     8.6  Each Bank hereby irrevocably and unconditionally agrees to 
indemnify and keep indemnified the Fronting Bank and the Overdraft Provider 
on demand and in its Proportion against each and every sum payable hereunder 
by either Borrower to the Fronting Bank and the Overdraft Provider in respect 
of a Letter of Credit or Short-Term Advance but which is not paid on the due 
date therefor.

9.   LETTER OF CREDIT COMMISSIONS AND FEES

     Each Borrower agrees to pay the following amounts with respect to each 
Letter of Credit issued by the Fronting Bank hereunder at its request;

          (i)    (a)  in respect of each documentary Letter of Credit with a 
     term (on issue thereof) of less than one year, a commission of 0.625% per 
     annum on the weighted average maximum amount available from time to time to
     be drawn under such Letter of Credit.  Such commission shall be paid to the
     Agent for the account of each Bank and for distribution by the Agent to
     each Bank in proportion to each Bank's allocation pursuant to Clause 6.2 in
     arrear on and to (but excluding) each 31st March, 30th June, 30th September
     and 31st December in each year during the term thereof and on the Expiry
     Date thereof, the first such payment to be made on  31st March, 1995 in
     respect of any documentary Letter of Credit issued prior to such date;

                 (b)  in respect of each documentary Letter of Credit with a 
          term (on issue thereof) of one year or more and each standby Letter of
          Credit, a commission equal to the product of (A) the weighted average
          Applicable Margin applicable to the Advances (other than Short-Term
          Advances) outstanding hereunder during the period of calculation
          multiplied by (B) the weighted average maximum amount available from
          time to time to be drawn during such period under such Letter of
          Credit.  Such commission shall be paid to the Agent for the account of
          each Bank and for distribution by the Agent to each Bank in proportion
          to each Bank's allocation pursuant to Clause 6.2 in arrear on and to
          (but excluding) each 31st March, 30th June, 30th September and
          31st December in each year during the term thereof and on the Expiry
          Date thereof, the first such payment to be made on 31st March, 1995;

          (ii)   a fronting fee, for the account of the Fronting Bank, of 0.20%
     per annum on the face amount of such Letter of Credit in arrear on and 
     to (but excluding) each 31st March, 30th June, 30th September and
     31st December in each year during the term thereof and on the Expiry Date
     thereof, the first such payment to be made on 31st March, 1995 in respect
     of any such Letter of Credit issued prior to such date; and

          (iii)  with respect to the issuance, any amendment and any transfer
     thereof and each drawing thereunder, in each case reasonable documentary
     and processing charges in 



                                     -14-

<PAGE>

     accordance with the Fronting Bank's standard schedule for such charges in 
     effect at the date of issue or the relevant amendment, transfer or drawing
     (as the case may be) of the relevant Letter of Credit.

10.  MAKING OF ADVANCES

     10.1 If any Bank or the Overdraft Provider has been requested to make any
Advance in accordance with the provisions hereof, and if on the proposed
Utilization Date relating to such an Advance;

          (i)  no Event of Default or Potential Event of Default has occurred
     which is continuing; and

          (ii) the representations and warranties set out in Section 3 of the
     Nu-kote Guarantees arc true in all material respects on and as of such
     Utilization Date to the same extent as though made on and as of such
     Utilization Date, except to the extent that such representations and
     warranties specifically relate to an earlier date, in which case, such
     representations and warranties shall have been true and correct in all
     material respects as of such earlier date;

then, on such Utilization Date, such Bank or the Overdraft Provider (as the 
case may be) shall save as otherwise provided herein, make such Advance 
(through its Facility Office in the case of such Bank and if Barclays Bank 
PLC is the Overdraft Provider, through Barclays Overdraft Agent in the case 
of Short-Term Advances) to the relevant Borrower in accordance with the 
provisions of Clause 22.  Advances made hereunder shall not be represented by 
notes or other instruments evidencing indebtedness.

     10.2 If, before 9.00 a.m. on the Utilization Date of an Advance to be
denominated in an Optional Currency, the Agent receives notice from a Lender
that;

          (i)  it is impracticable for the affected Lender to fund its
     participation in such Advance for its Term in that Optional Currency in the
     ordinary course of business in the London interbank market; or

          (ii) the use of the proposed Optional Currency might contravene any
     law or regulation relevant to the affected Lender;

then the Agent shall promptly notify the relevant Borrower and that Advance 
shall not be made.

     10.3 The Agent shall notify each relevant Party of any applicable 
Agent's Spot Rate of Exchange or Original Swiss Franc Amount as soon as 
practicable after it is ascertained.

11.  INTEREST

     11.1 On the last business day of each month and on the Repayment Date 
relating to each Advance (other than a Short-Term Advance) made to it the 
relevant Borrower shall pay accrued interest on that Advance.

     11.2 On the earlier of:

          (i)  the last business day of each month; and



                                     -15-

<PAGE>

          (ii)  the Overdraft Repayment Date, the relevant Borrower shall pay
     accrued interest on any Short Term Advance made to it.

     11.3 The rate of interest applicable to an Advance (other than a 
Short-Term Advance) made by a Bank during the Term of such Advance shall be 
the rate per annum determined by the Agent to be the sum of:

          (i)   LIBOR on the Quotation Date for such Advance;

          (ii)  the Applicable Margin; and

          (iii) (in the case of an Advance denominated in sterling) the 
     Mandatory Liquid Asset Costs Rate in respect thereof.

     11.4 The rate of interest applicable to a Short-Term Advance shall be 
the Overdraft Rate.

     11.5 The Agent shall promptly notify the Borrowers and the relevant 
Banks of each determination of an interest rate made by it pursuant to this 
Clause 11.

12.  REPAYMENT OF ADVANCES

     12.1 Each Borrower shall repay each Advance (other than a Short-Term 
Advance) made to it in full on the Repayment Date relating thereto.

     12.2 Each Borrower shall repay each Short-Term Advance made to it in 
full on or before the Overdraft Repayment Date.

     12.3 Neither Borrower shall repay all or any part of any Advance 
outstanding hereunder except at the times and in the manner expressly 
provided herein.

13.  CANCELLATION

     13.1 The Borrowers may, by giving to the Agent not less than three 
business days' prior notice to that effect, cancel the whole or any part 
(being a minimum amount of CHF 2,500,000 and in additional integral multiples 
of CHF 1,000,000) of the Available Facility.  Any such cancellation shall 
reduce the Commitment of each Bank rateably.

     13.2 Any notice of cancellation given by the Borrowers pursuant to 
Clause 13.1 shall be irrevocable and shall specify the date upon which such 
cancellation is to be made and the amount of such cancellation.

     13.3 If (i) a Borrower is required to make any additional payment to a 
Lender pursuant to Clauses 14 or 18.2 or (ii) any Lender claims 
indemnification under Clauses 15.1 or 15.2, the Borrowers may, within thirty 
days thereafter and by not less than fifteen days' prior notice to the Agent 
(which notice shall be irrevocable), cancel all or any part of such Lender's 
Commitment whereupon on the date specified in such notice its Commitment 
shall be reduced by the amount so cancelled.

     13.4 If the Borrowers give notice of cancellation pursuant to Clause 
13.3, they may at the same time as such notice expires repay each outstanding 
Advance (or, as the case may be, the relevant proportion thereof) of the 
relevant Lender together with accrued interest thereon and may procure that 
such Lender's liability under all outstanding Letters of Credit (or, as the 
case may be, the relevant proportion thereof) will be secured in a manner 
acceptable to such Lender, it being understood that in 



                                     -16-

<PAGE>

no event shall any Letter of Credit or the obligations of the Fronting Bank 
thereunder be cancelled, and security equal to, and in the same currency as, 
the maximum amount that can be drawn under each outstanding Letter of Credit 
issued by the Fronting Bank shall be acceptable to the Fronting Bank.

     13.5 If on or after July 31, 1997, Nu-kote International, Inc. gives 
notice in accordance with the Credit Agreement to cancel the whole or any 
part of a Bank's commitment under the Credit Agreement, the Borrowers shall, 
at the same time, give notice in accordance with Clause 13.1 to cancel the 
whole or a proportion equal to the proportion to be cancelled under the 
Credit Agreement, of such Bank's Commitment hereunder. If the Borrowers fail 
to give such a notice in accordance with Clause 13.1, the notice given in 
accordance with the Credit Agreement shall be deemed to be a notice under 
Clause 13, MUTATIS MUTANDIS. Requisite Lenders hereby waive compliance with 
this Section 13.5 with respect to reductions occurring on the Closing Date.

14.  TAXES

     14.1 All payments to be made by a Borrower to the Agent, any Lender or 
the Fronting Bank hereunder shall be made free and clear of and without 
deduction for or on account of tax unless such Borrower is required to make 
such a payment subject to the deduction or withholding of tax, in which case 
the relevant Borrower shall promptly upon becoming aware thereof notify the 
Agent thereof and the relevant Borrower shall pay to the relevant taxing or 
other governmental authority the full amount required to be deducted or 
withheld (including the full amount required to be deducted or withheld from 
any additional amount paid by such Borrower pursuant to the succeeding 
sentence) promptly upon becoming aware of the same.  If such deduction or 
withholding is required, the sum payable by the relevant Borrower in respect 
of which such deduction or withholding is required to be made shall be 
increased to the extent necessary to ensure that, after the making of the 
required deduction or withholding, the Agent, such Lender or, as the case may 
be, the Fronting Bank receives and retains (free from any liability in 
respect of any such deduction or withholding) a net sum equal to the sum 
which it would have received and so retained had no such deduction or 
withholding been made or required to be made provided that the relevant 
Borrower shall not be required to make any additional payment to any Lender 
pursuant to this Clause 14.1 if:

          (i)   the law, regulation or other administrative circular requiring
     such deduction or withholding was in existence on 24th February, 1995;

          (ii)  the requirement to deduct or withhold arises as a result of such
     Lender not being at the time it becomes a party to this Agreement or having
     ceased to be a Qualifying Lender;

          (iii) the requirement to deduct or withhold could have been avoided or
     reduced as a result of such Lender complying with any obligation it may
     have to provide documentation in accordance with Clause 17.1; or

          (iv)  the requirement to deduct or withhold would not have arisen but
     for a transfer or assignment or participation in breach of Clause 30.

     14.2 If a Lender shall become aware that it is eligible for a refund in 
respect of any taxes actually paid by a Borrower pursuant to Clause 14.1 
hereof, it shall promptly notify the relevant Borrower of the availability of 
such refund and shall, within 30 days after receipt of a request by the 
relevant Borrower, apply for such refund or shall furnish to the relevant 
Borrower such forms, duly completed, as will enable that Borrower to claim 
such refund on its own behalf.  The relevant Borrower shall reimburse such 
Lender for all costs reasonably incurred by it in applying for and seeking 
such refund.  If any Lender determines that it has received a refund in 
respect of any taxes paid by a 



                                     -17-

<PAGE>

Borrower pursuant to Clause 14.1 hereof, it shall repay such refund within 30 
days after receipt to the relevant Borrower to the extent of amounts not in 
excess of the amounts actually paid by such Borrower and not previously 
reimbursed in respect of the taxes giving rise to such refund net of all 
out-of-pocket expenses reasonably incurred by such Lender not previously 
reimbursed and without interest (other than interest received from the 
relevant taxing authority with respect to such refund).  The relevant 
Borrower, upon request of the relevant Lender, agrees to return to such 
Lender the amount paid to it by the applicable Lender with respect to such 
refund (plus applicable penalties, interest or other charges) in the event 
that such Lender is required to repay such refund.  In addition the Agent and 
each Lender shall reasonably cooperate with a Borrower, at that Borrower's 
expense, in contesting any taxes that such Borrower is required to bear 
pursuant to Clause 14.1 hereof and shall pay to such Borrower, on a net after 
tax basis, any refunds obtained as a result of such contest, together with 
any interest thereon, within 30 days of receipt. Nothing in this Clause 14.2 
shall interfere with the right of any person to arrange its tax affairs in 
whatever manner it thinks fit nor oblige any person to disclose any 
information relating to its tax affairs or any computations in respect 
thereof to any other person.

15.  INCREASED COSTS

     15.1 If, after 24th February, 1995 by reason of, (i) the introduction of 
or any change (including, without limitation, any change by way of imposition 
or increase of tax or reserve requirements) in or in the official 
interpretation of any law or regulation by the authority charged with the 
administration or interpretation thereof, or (ii) the compliance with any 
guideline or request from any central bank or other governmental authority or 
quasi-governmental authority exercising control over banks or financial 
institutions generally (whether or not having the force of law) but being a 
guideline or request with which banks are generally accustomed to comply;

          (i)   a Lender incurs a cost as a result of such Lender's having
     entered into and/or performing its obligations under this Agreement 
     and/or assuming or maintaining a commitment under this Agreement and/or
     participating in one or more Advances and/or one or more Letters of Credit
     hereunder;

          (ii)  there is an increase in the cost to a Lender of funding or
     maintaining its participation in (a) all or any of the advances comprised
     in a class of advances formed by or including the Advances made or to be
     made hereunder and/or (b) all or any of the letters of credit comprised in
     a class of letters of' credit formed by or including the Letters of Credit
     made or to be made hereunder; or

          (iii) a Lender becomes liable to make any payment on account of tax or
     otherwise (not being a tax imposed on or measured by the net income or
     capital of such Lender's Facility Office by the jurisdiction in which it is
     incorporated or in which it or its Facility Office is located or centrally
     managed or controlled) on or calculated by reference to the amount of such
     Lender's participation in the Advances made or to be made hereunder and/or
     any Letter of Credit issued or to be issued hereunder and/or to any sum
     received or receivable by it hereunder,

then the relevant Lender shall, through the Agent, notify Pelikan Produktions 
AG of such cost, such increased cost or, as the case may be, such liability 
within 30 days of becoming aware of the same, demanding indemnification in 
respect thereof and upon receipt of such notice and demand, Pelikan 
Produktions AG shall pay to the Agent for the account of that Lender, within 
five business days after receipt of such notice and demand, additional 
amounts sufficient to indemnify that Lender against such cost, such increased 
cost or such liability.  A certificate in reasonable detail as to the amount 
of such cost, increased cost or such liability submitted to the Borrowers and 
the Agent by that Lender, shall, 



                                     -18-

<PAGE>

except for manifest error, be final, conclusive and binding for all purposes.

     15.2 In the event that any Lender shall have reasonably determined that 
the adoption or implementation after 24th February, 1995 of any law, treaty, 
governmental (or quasi-governmental) rule, regulation, guideline or order 
regarding capital adequacy (other than (i) the terms, proposals and 
recommendations contained in the Basle Paper or (ii) any other rule, 
regulation, guideline or order regarding capital adequacy in effect on 24th 
February, 1995 affecting such Lender), including without limitation, a 
request or requirement (but being a request or requirement with which banks 
are generally accustomed to comply) which affects the manner in which a 
Lender is required to or does maintain capital resources having regard to 
such Lender's obligations hereunder and to amounts owing to it hereunder or 
any change therein or in the interpretation or application thereof or 
compliance by any Lender with any request or directive regarding capital 
adequacy (whether or not having the force of law and whether or not failure 
to comply therewith would be unlawful but if not having the force of law, 
being a request or directive with which banks are generally accustomed to 
comply and in any event excluding the terms, proposals and recommendations 
contained in the Basle Paper or any other rule, regulation, guideline or 
order regarding capital adequacy in effect on 24th February, 1995 affecting 
such Lender) from any central bank or governmental agency or body having 
jurisdiction, has the effect of increasing the amount of capital required to 
be maintained by such Lender and thereby reducing the rate of return on such 
Lender's overall capital as a consequence of such Lender's obligations 
hereunder to a level below that which such Lender would have achieved but for 
the occurrence of such circumstances, then the relevant Lender shall, through 
the Agent, notify Pelikan Produktions AG of such event within 30 days of 
becoming aware of the same demanding indemnification in respect thereof and 
including in such notification and demand a certificate stating (a) that one 
of the events described in this Clause 15.2 has occurred and describing in 
reasonable detail the nature of such event, (b) the amount of the reduction 
in the rate of return on such Lender's capital reasonably determined by such 
Lender to be allocable to the existence of such Lender's obligations 
hereunder and (c) setting forth in reasonable detail the manner of 
calculation of the reduction in the rate of return on such Lender's capital 
and such allocated amount thereof and Pelikan Produktions AG shall upon 
receipt of such notice and demand pay to the Agent, for the account of such 
Lender, additional amounts sufficient to compensate such Lender for such 
reduction.  A certificate as to the amount of such compensation, submitted to 
the Borrowers and the Agent by such Lender shall, in the absence of manifest 
error, be final, conclusive and binding for all purposes.  In determining 
such amount, a Lender may use any reasonable averaging and attribution 
method.  Nothing in this Clause 15.2 is intended to provide to the Borrowers 
the right to inspect the records, files or books of any Lender.

     15.3 Pelikan Produktions AG shall not be required to pay any amounts 
pursuant to Clauses 15.1 or 15.2;

          (i)   to the extent that such amounts are recovered under Clause 14,
     Clause 18 or any other sub-clause of Clause 15;

          (ii)  to the extent that such cost, increased cost or liability would
     not have arisen but for a transfer or assignment in breach of Clause 30;

          (iii) unless the relevant Lender has delivered a notice and demand in
     the manner required by Clause 15.1 or, as the case may be, Clause 15.2 and
     such certificates as are referred to in Clause 5.1 or, as the case may be,
     15.2; or

          (iv)  to the extent that such cost, increased cost or liability has
     already been compensated for by the application of the Mandatory Liquid
     Asset Costs Rate.



                                     -19-

<PAGE>

16.  ILLEGALITY

     If, at any time after 24th February, 1995 it is unlawful for a Lender to 
make, fund or allow to remain outstanding all or any of the Advances made or 
to be made by it hereunder then that Lender shall, promptly after becoming 
aware of the same, deliver to Pelikan Produktions AG through the Agent a 
certificate to that effect and, unless such illegality is avoided in 
accordance with Clause 17 or Clause 38 taking into account any grace period 
allowed by any such order, request or requirement:

          (i)  such Lender shall not thereafter he obliged to make any Advances
     and the amount of its Commitment shall be immediately reduced to zero; and

          (ii) if the Agent on behalf of such Lender so requires, Pelikan
     Produktions AG shall on such date as the Agent shall have specified;

               (a)  repay each outstanding Advance together with accrued
          interest thereon and all other amounts owing to such Lender; and/or

               (b)  procure that such Lender's obligations under any Letters of
          Credit will be secured in a manner acceptable to such Lender, it being
          understood that in no event shall any Letter of Credit or the
          obligations of the Fronting Bank thereunder be cancelled, and security
          in Swiss francs equal to the maximum amount that can be drawn under
          each Letter of Credit outstanding at such time shall be acceptable to
          the Fronting Bank.

17.  MITIGATION

     17.1 If, in respect of any Lender, circumstances arise which would or would
upon the giving of notice result in;

          (i)   the reduction of its Commitment to zero pursuant to 
     Clause 16(i);

          (ii)  an increase in the amount of any payment to be made to it or for
     its account pursuant to Clause 14 or Clause 18.2; or

          (iii) a claim for indemnification pursuant to Clause 15.1 or 15.2,

then, without in any way limiting, reducing or otherwise qualifying the 
rights of such Lender or the obligations of the Borrowers under any of the 
Clauses referred to in (i), (ii) or (iii) above such Lender shall promptly 
upon becoming aware of the same notify the Agent thereof and, in consultation 
with the Agent and the Borrowers to the extent that it can do so without 
prejudice to its own position, take such steps as it determines are available 
to it (acting reasonably) to mitigate the effects of such circumstances at 
the request and expense of Pelikan Produktions AG including (i) the transfer 
of its Facility Office; (ii) (subject to Clause 30) the transfer of its 
rights and obligations hereunder to another financial institution acceptable 
to the Borrowers and willing to participate in the Facility; and/or (iii) 
within 30 days of becoming aware of the same, the execution and delivery to 
the relevant authorities (and/or the Borrowers) of any documentation 
necessary to secure the benefit of any applicable double taxation treaty or 
any relevant domestic law which would operate to mitigate any of the 
circumstances referred to above.  Provided that such Lender shall be under no 
obligation to take any such action if, in the reasonable opinion of such 
Lender, to do so might have any adverse effect upon its business. operations 
or financial condition.



                                     -20-

<PAGE>

     17.2 The Borrowers hereby agree to pay all expenses reasonably incurred 
by any Lender in taking steps to mitigate the effects of circumstances giving 
rise to any of the matters referred to in Clause 17.1(i), (ii) and (iii) by 
transferring its Facility Office pursuant to Clause 17.1 to the extent that 
such expenses would not have occurred but for such transfer.

18.  MARKET DISRUPTION AND ALTERNATIVE INTEREST RATES

     18.1 If, in relation to any Utilization by way of Advances (other than a 
Short Term Advance), the Agent determines that at or about 11.00 a.m. on the 
Quotation Date for the Term in respect of such Advances none of the Reference 
Banks was offering to prime banks in the London Interbank Market deposits in 
the relevant currency for the proposed duration of such Term, then, 
notwithstanding such failure to offer deposits in that currency:

          (i)   the Agent shall notify the other parties hereto of such event;

          (ii)  such Advances shall, nevertheless, be made and the amount of
     interest payable in respect of any such Advance during its Term shall be
     determined in accordance with the following provisions of this Clause 18;
     and

          (iii) if the Agent so requires, within five days of such notification
     the Agent and the relevant Borrower shall enter into negotiations with a
     view to agreeing upon a substitute basis for determining the rates of
     interest which may be applicable to such Advances and Advances in the
     future and any such substitute basis that is agreed shall take effect in
     accordance with its terms and be binding on each party hereto.  Provided
     that the Agent may not agree any such substitute basis without the prior
     written consent of each Bank.

     18.2 If no substitute basis is agreed upon within 10 business days 
pursuant to Clause 18.1(iii) in respect of such Advances, any such Advance 
made by a Bank pursuant to Clause 18.1(ii) shall bear interest during its 
Term at the rate per annum equal to the sum of the Applicable Margin at such 
time, the Mandatory Liquid Assets Costs Rate (if applicable) and the cost to 
such Bank (as certified by it in good faith to the Agent with a copy to the 
Borrowers and expressed as a rate per annum) of funding such Advance from 
whatever sources it may reasonably select.

19.  ACCELERATION EVENT

     If one or more Events of Default shall have occurred then at any time 
thereafter and so long as the Event of Default in question is continuing 
unremedied or unwaived, the Agent (if so instructed by the Requisite Lenders) 
shall:

          (i)   cancel the Commitments whereupon the same shall be so cancelled
     and reduced to zero; and/or

          (ii)  declare any outstanding Advances to be immediately due and
     payable, whereupon the same shall become so due and payable, together with
     accrued interest thereon and all other sums due hereunder forthwith; and/or

          (iii) require each Borrower to provide security in respect of each
     Letter of Credit issued at its request in a manner acceptable to the
     Fronting Bank in the currency of each such Letter of Credit, it being
     understood that in no event shall any Letter of Credit or the obligations
     of the Fronting Bank thereunder be cancelled and security equal to, and in
     the same currency as, the maximum amount that can be drawn under each
     Letter of Credit outstanding at such time shall be acceptable to the
     Fronting Bank.



                                     -21-

<PAGE>

20.  DEFAULT INTEREST AND INDEMNITIES

     20.1 If any amount of principal, Commitment Fee, or interest due and 
payable by a Borrower hereunder is not paid on the due date therefor, a 
Borrower does not reimburse the Fronting Lender for any drawing under a 
Letter of Credit hereunder on the due date therefor, any fees (other than the 
Commitment Fee) and other amounts payable by a Borrower hereunder are not 
paid within ten days of the due date therefor, or if any sum due and payable 
by a Borrower under any judgment of any court in connection herewith is not 
paid in accordance with the requirements of such judgment, the period 
beginning on such due date or, as the case may be, the date required by such 
judgment and ending on the date upon which the obligation of the relevant 
Borrower to pay such sum (the balance thereof for the time being unpaid being 
herein referred to as an "UNPAID SUM") is discharged shall be divided into 
successive periods, each of which (other than the first) shall start on the 
last day of the preceding such period and the duration of each of which shall 
(except as otherwise provided in this Clause 20) be reasonably selected by 
the Agent.

     20.2 During each such period relating thereto as is mentioned in Clause 
20.1 an unpaid sum shall bear interest at the rate per annum which is the sum 
from time to time of two percent, the Applicable Margin at such time, the 
Mandatory Liquid Asset Costs Rate Formula (if applicable) and LIBOR on the 
Quotation Date therefor.  Provided that;

          (i)   if, for any such period, LIBOR cannot be determined, the rate 
     of interest applicable to such unpaid sum in respect of the Agent or any
     Lender shall be the sum from time to time of two percent, the Applicable
     Margin at such time, the Mandatory Liquid Asset Costs Rate Formula (if
     applicable) and the rate per annum notified to the Agent by such person (as
     certified by it in good faith to the relevant Borrower with a copy to the
     Agent) to be that which expresses as a percentage rate per annum the cost
     to such person of funding from whatever sources it may reasonably select
     its portion of such unpaid sum for such period; and

          (ii)  if such unpaid sum is all or part of an Advance which became due
     and payable on a day other than the last day of the Term thereof, the first
     such period applicable thereto shall be of a duration equal to the
     unexpired portion of that Term and the rate of interest applicable thereto
     from time to time during such period shall be that which exceeds by one
     percent the rate which would have been applicable to it had it not so
     fallen due.

     20.3 Any interest which shall have accrued under Clause 20.2 in respect 
of an unpaid sum shall be due and payable and shall be paid by the relevant 
Borrower at the end of the period by reference to which it is calculated.

     20.4 If any Lender or the Agent on its behalf receives or recovers all 
or any part of an Advance made by such Lender otherwise than on the last day 
of the Term thereof, the Borrower to whom such Advance was made shall pay to 
the Agent on demand for the account of such Lender an amount equal to the 
amount (if any) by which (i) the additional interest which would have been 
payable on the amount so received or recovered had it been received or 
recovered on the last day of the Term thereof exceeds (ii) the amount of 
interest which in the opinion of the Agent would have been payable to the 
Agent on the last day of the Term thereof in respect of a deposit in the 
currency of the amount so received or recovered equal to the amount so 
received or recovered placed by it with a prime bank in the London Interbank 
Market for a period starting on the third business day following the date of 
such receipt or recovery and ending on the last day of the Term thereof.

     20.5 Any unpaid sum shall (for the purposes of' this Clause 20 and 
Clause 15) be treated as an advance and accordingly in this Clause 20 and 
Clause 15 the term "Advance" includes any unpaid 



                                     -22-

<PAGE>

sum and "Term", in relation to an unpaid sum, includes each such period 
relating thereto as is mentioned in Clause 20.1.

     20.6 If any person receives an amount in respect of a Borrower's 
liability under the Finance Documents or if that liability is converted into 
a claim, proof, judgment or order in a currency other than the currency (the 
"CONTRACTUAL CURRENCY") in which the amount is expressed to be payable under 
the relevant Finance Document:

          (i)   that Borrower shall indemnify that person as an independent
     obligation against any loss or liability arising out of or as a result of
     the conversion;

          (ii)  if the amount received by that person, when converted into the
     contractual currency at a market rate in the usual course of its business,
     is less than the amount owed in the contractual currency, that Borrower
     shall forthwith on demand pay to that person an amount in the contractual
     currency equal to the deficit; and

          (iii) that Borrower shall pay to the person concerned on demand any
     exchange costs and taxes payable in connection with any such conversion.

Each Borrower waives any right it may have in any jurisdiction to pay any 
amount under the Finance Documents in a currency other than that in which it 
is expressed to be payable.

21.  CURRENCY OF ACCOUNT

     21.1 A repayment or prepayment of an Advance or a payment by a Borrower 
under Clause 8.2, is payable in the currency in which that Advance or 
relevant Amount Demanded, as the case may be, is denominated.

     21.2 Interest is payable in the currency in which the relevant amount in 
respect of which it is payable is denominated.

     21.3 Amounts payable in respect of costs, expenses, taxes and the like 
are payable in the currency in which they are incurred.

     21.4 Any other amount payable under this Agreement is, except as 
otherwise provided in this Agreement, payable in Swiss francs.

22.  PAYMENTS

     22.1 On each date on which this Agreement requires an amount to be paid 
by a Borrower or any of' the Lenders hereunder, the relevant Borrower or, as 
the case may be, such Lender shall make the same available in same day funds 
to the Agent or to its account at such office or bank as it may notify to the 
Borrower or Lender for this purpose.

     22.2 On each date on which this Agreement requires an amount to be paid 
by a Borrower or the Overdraft Provider in respect of any Short-Term 
Advances, the relevant Borrower or, as the case may be, the Overdraft 
Provider shall make the same available for value the same day by transfer to 
such account with such bank in Zurich as the Overdraft Provider or, as the 
case may be, such Borrower shall have specified for this purpose.

     22.3 Save as otherwise provided herein, each payment received by the 
Agent for the account of another person shall be made available by the Agent 
to such other person (in the case of a 



                                     -23-

<PAGE>

Bank, for the account of its Facility Office) for value the same day by 
transfer to such account of such person with such bank in the principal 
financial centre of the relevant currency as such person shall have 
previously notified to the Agent.

     22.4 All payments required to be made by a Borrower hereunder shall be 
calculated without reference to any set-off or counterclaim and shall be made 
free and clear of and without any deduction for or on account of any set-off 
or counterclaim.

     22.5 Where a sum is to be paid hereunder to the Agent for account of 
another person, the Agent shall not be obliged to make the same available to 
that other person until it has been able to establish to its satisfaction 
that it has actually received such sum, but if it does so and it proves to be 
the case that it had not actually received such sum, then the person to whom 
such sum was so made available shall on request refund the same to the Agent 
together with an amount sufficient to indemnify the Agent against any cost or 
loss it may have suffered or incurred by reason of its having paid out such 
sum prior to its having received such sum.

23.  SET-OFF AND NETTING OF PAYMENTS

     23.1 Each Borrower authorizes each Lender upon the occurrence of an 
Event of Default and consequent acceleration of the obligations of such 
Borrower hereunder pursuant to Clause 19 hereof to apply any credit balance 
to which such Borrower is entitled on any account of that Borrower with that 
Lender in satisfaction of any sum due and payable from such Borrower to such 
Lender hereunder but unpaid; for this purpose, each Lender is authorized to 
purchase with the moneys standing to the credit of any such account such 
other currencies as may be necessary to effect such application.  Such Lender 
shall notify the relevant Borrower of any such application.  No Lender shall 
be obliged to exercise any right given to it by this Clause 23.

     23.2 If, on any occasion, the Agent receives a payment for the account 
of a Borrower pursuant to Clause 22.1, the Agent may make available such 
payment to the relevant Borrower by application:

          (i)   first, in or towards payment the same day of any amount then 
     due from such Borrower hereunder to the person from whom the amount was 
     so received, and

          (ii)  secondly, in or towards payment the same day to the account 
     of such Borrower with such Lender in Zurich as such Borrower shall have
     previously notified to the Agent for this purpose.

24.  REDISTRIBUTION OF PAYMENTS

     24.1 Subject to Clause 24.2, if, at any time, the proportion which any 
Bank (a "Recovering Bank") has received or recovered (whether by payment, the 
exercise of a right of set-off or combination of accounts or otherwise) in 
respect of its portion of any payment (a "RELEVANT PAYMENT") to be made under 
this Agreement by either Borrower for account of such Recovering Bank and one 
or more other Banks is greater (the portion of such receipt or recovery 
giving rise to such excess proportion being herein called an "EXCESS AMOUNT") 
than the proportion thereof so received or recovered by the Bank or Banks so 
receiving or recovering the smallest proportion thereof, then:

          (i)   such Recovering Bank shall pay to the Agent an amount equal to
     such excess amount;

          (ii)  there shall thereupon fall due from the relevant Borrower to 
     such Recovering 



                                     -24-

<PAGE>

     Bank an amount equal to the amount paid out by such Recovering Bank 
     pursuant to paragraph (i) above, the amount so due being, for the
     purposes hereof, treated as if it were an unpaid part of such Recovering
     Bank's portion of such relevant payment; and

          (iii) the Agent shall treat the amount received by it from such
     Recovering Bank pursuant to paragraph (i) above as if such amount had been
     received by it from the relevant Borrower in respect of such relevant
     payment and shall pay the same to the persons entitled thereto (including
     such Recovering Bank) PRO RATA to their respective entitlements thereto.

     24.2 If any Bank shall commence any action or proceeding in any court to 
enforce its rights hereunder and, as a result thereof or in connection 
therewith, shall receive any excess amount (as defined in Clause 24.1), then 
such Bank shall not be required to share any portion of such excess amount 
with any Bank which has the legal right to, but does not, join in such action 
or proceeding or commence and diligently prosecute a separate action or 
proceeding to enforce its rights in another court.

25.  FEES
     
     Pelikan Produktions AG shall pay to the Agent for account of each Bank a 
Commitment Fee (the "COMMITMENT FEE") on the amount of such Bank's Available 
Commitment (less, if such Bank is also the Overdraft Provider, the Overdraft 
Provider's outstanding Short-Term Advances on such day) from day to day 
during the period beginning on 24th February, 1995 and ending on the 
Termination Date at the applicable Commitment Fee Percentage per annum and 
payable in arrears on and to (but excluding) each 31st March, 30th June, 30th 
September and 31st December falling during the term of this Agreement and on 
the Termination Date.  For this purpose, Utilizations are taken at their 
Original Swiss Franc Amount.

26.  COSTS AND EXPENSES

     26.1 Except as otherwise agreed in writing by the Agents and the 
Borrowers, whether or not the Closing Date shall occur, Pelikan Produktions 
AG shall, on demand of an Agent, reimburse such Agent to the extent not 
recovered under any other Loan Document (as defined in the Credit Agreements) 
or other Finance Documents, for:

          (i)   all reasonable costs of furnishing all opinions required
     hereunder by counsel for the Borrowers (including, without limitation, any
     opinions reasonably requested by such Agent as to any legal matters arising
     hereunder or under any Security Document) and of the Borrowers' compliance
     with all agreements and conditions contained herein or in any Finance
     Document on its part to be performed or complied with together with any VAT
     thereon;

         (ii)   the reasonable fees, expenses and disbursements of counsel to
     such Agent together with any VAT thereon properly incurred in connection
     with the negotiation, preparation, execution and administration of this
     Agreement and the Finance Documents, each Advance made, and each Letter of
     Credit issued, thereunder and any amendments and waivers thereto;

          (iii) all the actual costs and expenses of creating and perfecting any
     encumbrance in favor of the Lenders contemplated by the Finance Documents
     including filing and recording fees and expenses, stamp duty or similar
     taxes, reasonable fees and expenses of legal counsel for providing such
     legal opinions as such Agent may reasonably request in connection therewith
     and reasonable fees and expenses of legal counsel to such Agent;



                                     -25-

<PAGE>

          (iv)  all costs and expenses (including reasonable legal fees) 
     incurred by such Agent in connection with the preservation and enforcement
     of any of the rights of such Agent and the Lenders in connection with any 
     workout or collection of any of the obligations of the Borrowers under this
     Agreement and the Finance Documents or enforcement of this Agreement or the
     Finance Documents;

          (v)   all reasonable accountable out-of-pocket expenses (including
     travel and due diligence expenses) incurred by the Lenders in connection
     with the negotiation and closing of the Finance Documents; and

          (vi)  all other actual and reasonable out-of-pocket expenses incurred
     by the Agent in connection with the making of Advances and issuance of
     Letters of Credit hereunder.

     26.2 If Pelikan Produktions AG fails to perform any of their obligations 
under Clause 26.1, each Bank shall, in its Proportion, indemnify each Agent 
and Arranger against any loss incurred by it as a result of such failure and 
the Borrowers shall forthwith reimburse each Bank for any payment made by it 
pursuant to Clause 26.1.

     26.3 In addition to the provisions of Clause 26.1 and whether or not the 
Closing Date shall occur, Pelikan Produktions AG agrees to indemnify, pay and 
hold each Agent and each Lender, and their respective officers, directors, 
employees, agents, and affiliates (collectively called the "INDEMNITEES") 
harmless from and against, any and all other liabilities, obligations, 
losses, damages, penalties, actions, judgments, suits, claims, and 
out-of-pocket costs, expenses and disbursements of any kind or nature 
whatsoever including, without limitation, reasonable legal fees) in 
connection with any investigative, administrative or judicial proceeding 
commenced or threatened, whether or not such Indemnitee shall be designated a 
party thereto, that may be imposed on, incurred by, or asserted against that 
Indemnitee, in any manner relating to or arising out of this Agreement or any 
Security Document, or the use or intended use of the proceeds thereof or in 
any way relating to or resulting from the actions or assets of the Borrowers 
or any of their respective subsidiaries (the "INDEMNIFIED LIABILITIES"), 
provided that the Borrowers shall have no obligation under this Clause 26.3 
to any Indemnitee arising from the fraud, gross negligence, willful 
misconduct or willful breach of this Agreement or any Security Document by 
any party hereto and its related Indemnitees.

27.  THE AGENTS AND THE LENDERS

     27.1 Each Lender hereby appoints the Agent to act as its agent in 
connection with this Agreement and the Finance Documents and the Collateral 
Agent to act as its agent in connection with the Collateral Documents and 
authorizes each of the Agent and the Collateral Agent to exercise such 
rights, powers, authorities and discretions as are specifically delegated to 
the Agent by the terms hereof together with all such rights, powers, 
authorities and discretions as are reasonably incidental thereto.

     27.2 Each of the Agent and the Collateral Agent may:

          (i)  assume that:

               (a)  any representation made by any Obligor in connection with
          any Finance Document is true;

               (b)  no Event of Default has occurred;

               (c)  no Obligor is in breach of or default under its obligations
          under any Finance Document; and



                                     -26-

<PAGE>

                (d)  any right, power, authority or discretion vested in a
          Finance Document upon the Requisite Lenders, the Lenders or any other
          person or group of persons has not been exercised,

          unless it has, in its capacity as agent for the Lenders hereunder,
          received notice to the contrary from any other party hereto;

          (ii)  assume that the Facility Office of each Bank is that identified
     with its signature below (or, in the case of a Transferee, at the end of
     the Transfer Certificate to which it is a party as Transferee) until it has
     received from such Bank a notice designating some other office of such Bank
     to replace its Facility Office and act upon any such notice until the same
     is superseded by a further such notice;

          (iii) engage and pay for the advice or services of any lawyers,
     accountants, surveyors or other experts whose advice or services may to it
     seem necessary, expedient or desirable and rely upon any advice so
     obtained;

          (iv)  rely as to any matters of fact which might reasonably be 
     expected to be within the knowledge of the Borrowers upon a Certificate 
     signed by or on behalf of the Borrowers;

          (v)   rely upon any communication or document believed by it to be
     genuine;

          (vi)  refrain from exercising any right, power or discretion vested in
     it as Agent under any Finance Document unless and until instructed by the
     Requisite Lenders as to whether or not such right, power or discretion is
     to be exercised and, if it is to be exercised, as to the manner in which it
     should he exercised; and

          (vii) refrain from acting in accordance with any instructions of the
     Requisite Lenders to begin any legal action or proceeding arising out of or
     in connection with this Agreement or any other Finance Document until it
     shall have received such security as it may require (whether by way of
     payment in advance or otherwise) for all costs, claims, losses, expenses
     (including without limitation, legal fees) and liabilities together with
     any VAT thereon which it will or may expend or incur in complying with such
     instructions.

     27.3 Each of the Agent and the Collateral Agent shall:

          (i)   promptly inform each Lender of the contents of any notice or
     document received by it in its capacity as Agent or, as the case may be,
     Collateral Agent from an Obligor under a Finance Document;

          (ii)  promptly notify each Lender of the occurrence of any Event of
     Default or any default by an Obligor in the due performance of or
     compliance with its obligations under a Finance Document of which it has
     notice from any other party hereto;

          (iii) save as otherwise provided herein, act as agent hereunder in
     accordance with any instructions given to it by the Requisite Lenders,
     which instructions shall be binding on all of the Lenders; and

          (iv)  if so instructed by the Requisite Lenders, refrain from
     exercising any right, power or discretion vested in it as agent hereunder.



                                     -27-

<PAGE>

     27.4  Notwithstanding anything to the contrary expressed or implied 
herein, neither the Agent nor the Collateral Agent shall:

           (i)   be bound to enquire as to:

                 (a)  whether or not any representation made by an Obligor in
           connection with a Finance Document is true;

                 (b)  the occurrence or otherwise of any Event of Default;

                 (c)  the performance by each Obligor of its obligations under
           each Finance Document to which it is a party; or

                 (d)  any breach of or default by an Obligor of or under its
           obligations under any Finance Document.

           (ii)  be bound to account to any Lender for any sum or the profit
     element of any sum received by it for its own account;

           (iii) be bound to disclose to any other person any information 
     relating to the Borrower if such disclosure would or might in its opinion
     constitute a breach of any law or regulation or be otherwise actionable 
     at the suit of any person; or

           (iv)  be under any obligations other than those for which express
     provision is made herein.

     27.5  Each Lender shall, in its Proportion, from time to time on demand 
by the Agent or as the case may be, the Collateral Agent, indemnify the Agent 
or as the case may be, the Collateral Agent against any and all costs, 
claims, losses, expenses (including, without limitation, legal fees) and 
liabilities together with any VAT thereon which it may incur, otherwise than 
by reason of its own gross negligence or willful misconduct, in acting in its 
capacity as agent hereunder.

     27.6  The Agent and the Collateral Agent do not accept any responsibility 
for the accuracy and/or completeness of any information supplied by either 
Borrower in connection herewith or for the legality, validity, effectiveness, 
adequacy or enforceability of this Agreement or any other Finance Document 
and the Agent and the Collateral Agent shall not be under any liability as a 
result of taking or omitting to take any action in relation to this Agreement 
or any other Finance Document, save in the case of fraud, gross negligence or 
wilful misconduct.

     27.7  Each of the Lenders agrees that it will not assert or seek to 
assert against any director, officer or employee of the Agent or the 
Collateral Agent any claim it might have against any of them in respect of 
the matters referred to in Clause 27.6.

     27.8  The Agent and the Collateral Agent may accept deposits from, lend 
money to and generally engage in any kind of banking or other business with 
either Borrower.

     27.9  Each of the Agent and the Collateral Agent may resign its 
appointment hereunder at any time without assigning any reason therefor by 
giving not less than thirty days' prior written notice to that effect to each 
of the other parties hereto and by appointing any of its affiliates in its 
stead, such appointment to take effect from the date of resignation of the 
resigning agent.

     27.10 If a successor to the Agent or the Collateral Agent is 
appointed under the provisions of 



                                     -28-

<PAGE>

Clause 27.9, then (i) the retiring Agent shall he discharged from any further 
obligation hereunder but shall remain entitled to the benefit of the 
provisions of this Clause 27 and (ii) its successor and each of the other 
parties hereto shall have the same rights and obligations amongst themselves 
as they would have had if such successor had been a party hereto.

     27.11 It is understood and agreed by each Lender that it has itself 
been, and will continue to be, solely responsible for making its own 
independent appraisal of and investigations into the financial condition, 
creditworthiness, condition, affairs, status and nature of the Borrowers and, 
accordingly, each Lender warrants to the Agent and the Collateral Agent that 
it has not relied on and will not hereafter rely on the Agent and the 
Collateral Agent or any one of them:

           (i)  to check or enquire on its behalf into the adequacy, accuracy or
     completeness of any information provided by the Borrowers in connection
     with any Finance Document or the transactions therein contemplated (whether
     or not such information has been or is hereafter circulated to such Lender
     by the Agent and the Collateral Agent or any one of them); or

           (ii) to assess or keep under review on its behalf the financial
     condition, creditworthiness, condition, affairs, status or nature of either
     Borrower.

     27.12 In acting as agent and/or collateral agent for the Lenders, the 
agency division of each of the Agent and the Collateral Agent shall be 
treated as a separate entity from any other of its divisions or departments 
and, notwithstanding the foregoing provisions of this Clause 27, in the event 
that the Agent or the Collateral Agent should act for either Borrower in any 
capacity in relation to any other matter, any information given by the 
relevant Borrower to the Agent or the Collateral Agent in such other capacity 
may be treated as confidential by the Agent or the Collateral Agent.

28.  BENEFIT OF AGREEMENT

     This Agreement shall be binding upon and enure to the benefit of each 
party hereto and its or any subsequent successors, Transferees, Overdraft 
Facility Transferees and permitted assigns.

29.  ASSIGNMENTS AND TRANSFERS BY THE BORROWERS

     Neither Borrower shall be entitled to assign or transfer all or any of 
its rights, benefits and obligations hereunder.

30.  ASSIGNMENTS AND TRANSFERS BY BANKS, CHANGE OF OVERDRAFT PROVIDER

     30.1  Any Bank may, at any time, assign all or any of its rights and 
benefits hereunder, sell participations in, or transfer in accordance with 
Clause 30.3 (but not otherwise) all or any of its rights, benefits and 
obligations hereunder to any person provided that:

           (i)  no such assignment or transfer may be made;

                (a)  unless the Bank also transfers or assigns to the same 
           person a pro rata share of its rights, benefits and obligations 
           (if any) under the Credit Agreement and the UK Facility (unless such
           assignment or transfer is to an Eligible Assignee as defined in the 
           Credit Agreement with the prior written consent of the Agent, which 
           consent shall not be unreasonably withheld);

                (b)  without the prior written consent of the Fronting Bank, the
           Overdraft 



                                     -29-

<PAGE>

           Provider and the Agent, such consent not to be unreasonably withheld
           or delayed, and the prior written consent of the Borrowers if such 
           assignment or transfer is made to any person that is not an Eligible
           Assignee as defined in the Credit Agreement and no Event of Default 
           has occurred and is continuing, such consent not to be unreasonably
           withheld or delayed;

                (c)  if the result thereof would be that either Borrower would 
           be liable to pay an additional amount or amounts pursuant to 
           Clauses 14 or 15 which additional amount or amounts would not have 
           been payable had no such transfer or assignment occurred unless such
           Transferee or assignee agrees to waive its rights to receive such 
           additional amount or amounts and any rights under Clause 24 with 
           respect to such amounts; and

           (ii) no such participation may be made unless:

                (a)  the relevant Bank remains the lender of record hereunder 
           and the proposed participant does not become the lender of record
           hereunder;

                (b)  the relevant Bank's obligations hereunder shall remain
           unchanged and it shall remain solely responsible for the performance
           thereof;

                (c)  all parties hereto shall be entitled to deal solely with 
           the relevant Bank in connection with its Commitment and other rights
           and obligations of the relevant Bank under the Finance Documents;

                (d)  such Bank shall be solely responsible for any withholding
           taxes or filing or reporting requirements relating to such
           participation and shall hold harmless each Borrower and the Agent
           against the same;

                (e)  such participant shall represent and warrant that it does
           not engage in the same line of business as, or derive more than 10% 
           of its revenues in the same line of business as, either Borrower; and

                (f)  any such participant which is not an affiliate of the
           relevant Bank shall not be entitled to require the relevant Bank to
           take or omit to take any action under any Finance Document except
           action directly affecting the extension of the "Termination Date"
           hereunder or the reduction of the principal amount or the decrease in
           the rate of interest payable hereunder or any fees related thereto.

     30.2  If any Bank assigns all or any of its rights and benefits 
hereunder in accordance with Clause 30.1, then, unless and until the assignee 
has agreed with the Agent and the other Banks that it shall be under the same 
obligations towards each of them as it would have been under if it had been 
an original party hereto as a Bank, the Agent and the other Banks shall not 
be obliged to recognize such assignee as having the rights against each of 
them which it would have had if it had been such a party hereto.

     30.3  If any Bank wishes to transfer all or any of its rights, benefits 
and/or obligations hereunder as contemplated in Clause 30.1, then such 
transfer shall be effected by the delivery to the Borrowers and the Agent of 
a duly completed and duly executed Transfer Certificate in which event, on 
the later of the Transfer Date specified in such Transfer Certificate and the 
fifth business day after (or such earlier business day endorsed by the Agent 
on such Transfer Certificate falling on or after) the date of delivery of 
such Transfer Certificate to the Agent;



                                      -30-

<PAGE>

           (i)   to the extent that in such Transfer Certificate the Bank party
     thereto seeks to transfer its rights, benefits and obligations hereunder,
     the Borrowers and such Bank shall be released from further obligations
     towards one another hereunder and their respective rights against one
     another shall be cancelled (such rights, benefits and obligations being
     referred to in this Clause 30.3 as "discharged rights and obligations");

           (ii)  the Borrowers and the Transferee party thereto shall assume
     obligations towards one another and/or acquire rights against one another
     which differ from such discharged rights and obligations only insofar as
     the Borrowers and such Transferee have assumed and/or acquired the same in
     place of the Borrowers and such Bank;

           (iii) the Agent, such Transferee and the other Banks shall acquire 
     the same duties and benefits and assume the same obligations between 
     themselves as they would have acquired and assumed had such Transferee 
     been an original party hereto as a Bank with the rights, benefits and/or
     obligations acquired or assumed by it as a result of such transfer; and

           (iv)  to the extent that in such Transfer Certificate the Bank party
     thereto seeks to transfer its Commitment, the Transferee shall replace such
     Bank under the terms of any relevant Letter of Credit.

     30.4  On the date upon which a transfer takes effect pursuant to Clause
30.3, the Transferee in respect of such transfer shall pay to the Agent for its
own account a transfer fee of L500.

     30.5  Pelikan Produktions AG may, at any time and from time to time, upon
notice to the Agent, request that a different Lender specified by Pelikan
Produktions AG be appointed as the Overdraft Provider.  Promptly upon such other
Lender agreeing to such request and repayment of all outstanding Short-Term
Advances together with accrued interest thereon to the existing Overdraft
Provider, the existing Overdraft Provider shall transfer to such Lender all (but
not part) of its rights, benefits and obligations hereunder as the Overdraft
Provider.

     Any transfer contemplated by this Clause 30.5 shall be effected by the 
delivery to the Borrowers and the Agent of a duly completed and duly executed 
Overdraft Provider Transfer Certificate in which event, on the later of the 
Transfer Date specified in such certificate and the fifth business day after 
(or such earlier business day endorsed by the Agent on such certificate 
falling on or after) the date of delivery of such certificate to the Agent;

           (i)   the Borrowers and the Overdraft Provider shall be released from
     further obligations towards one another hereunder and their respective
     rights against one another shall be cancelled;

           (ii)  the Borrowers and the Overdraft Facility Transferee shall 
     acquire the same rights and benefits and assume the same obligations 
     towards one another as they would have acquired and assumed had 
     the Overdraft Facility Transferee been an original party hereto as the 
     Overdraft Provider; and

           (iii) the Agents, the Overdraft Facility Transferee and the other
     parties hereto shall acquire the same rights and benefits and assume the
     same obligations between themselves as they would have acquired and assumed
     had the Overdraft Facility Transferee been an original party hereto as the
     Overdraft Provider with the rights, benefits and/or obligations acquired or
     assumed by it as a result of such transfer.



                                      -31-
<PAGE>

31.  DISCLOSURE OF INFORMATION

     Each Lender shall take normal and reasonable precautions to maintain the 
confidentiality of all information obtained pursuant to the requirements of 
any Finance Document which has been identified as such by the Borrowers 
(including, without limitation, the reports delivered pursuant to the Third 
Schedule to the Original Agreement) but may, in any event, make disclosures 
reasonably required by any bona fide assignee, Transferee, Overdraft Facility 
Transferee or participant (or prospective assignee, Transferee or 
participant) in connection with the contemplated assignment or transfer of 
any of its rights and obligations thereunder provided that (a) such assignee, 
Transferee, Overdraft Facility Transferee, participant or person agrees to 
comply with the provisions of this Clause 31; (b) such prospective assignee, 
Transferee, Overdraft Facility Transferee or participant shall have executed 
a confidentiality agreement substantially in the form of the Exhibit; and (c) 
no Lender shall be obliged or required to return any written information or 
other materials furnished by the Borrowers in connection with any Finance 
Document.  Notwithstanding the foregoing, the Agents and/or any Lender shall 
be entitled to disclose any such information;

          (i)  if required to do so by an order of a court of competent
     jurisdiction whether in pursuance of any procedure for discovering
     documents or otherwise; or

         (ii)  if required by any law or regulation having the force of law; or

        (iii)  pursuant to any requirement or request of any fiscal, monetary,
     tax, governmental or other competent authority; or

         (iv)  to its auditors, legal or other professional advisors; or

          (v)  which is in the public domain,

and unless specifically prohibited by applicable law or court order, such 
Lender shall notify the Borrowers of any disclosure pursuant to paragraphs 
(i), (ii) and (iii).

32.  CALCULATIONS AND EVIDENCE OF DEBT

     32.1 Interest and Commitment Fee shall accrue from day to day and shall 
be calculated on the basis of a year of 360 days or (in the case of interest 
payable on an amount denominated in sterling) 365 days and the actual number 
of days elapsed.

     32.2 Letter of Credit commission in respect of any Letter of Credit, and 
any period of the Term thereof determined pursuant to Clause 9, shall be 
calculated on the basis of a year of 360 days or (in the case of a Letter of 
Credit denominated in sterling) 365 days and the actual number of days in 
such period (or, in any case where market practice differs, in accordance 
with market practice).

     32.3 If on any occasion a Reference Bank or Bank fails to supply the 
Agent with a quotation required of it under the foregoing provisions of this 
Agreement, the rate for which such quotation was required shall be determined 
from those quotations which are supplied to the Agent.

     32.4 Each Lender shall maintain in accordance with its usual practice 
accounts evidencing the amounts from time to time lent by and owing to it 
hereunder.

     32.5 The Agent shall maintain on its books a control account or accounts 
in which shall be recorded (i) the amount of any Advance made or arising 
hereunder (and the name of the Lender to 



                                       -32-

<PAGE>

which such sum relates) and the face amount of any Letter of Credit issued 
(and each Lender's share therein), (ii) the amount of all principal. interest 
and other sums due or to become due from either Borrower to any of the 
Lenders hereunder and each Lender's share therein and (iii) the amount of any 
sum received or recovered by the Agent hereunder and each Lender's share 
therein.

     32.6 In any legal action or proceedings arising out of or in connection 
with this Agreement, the entries made in the accounts maintained pursuant to 
Clauses 32.4 and 32.5 shall in the absence of manifest error be conclusive 
evidence of the existence and amounts of the obligations of the Borrowers 
therein recorded.

     32.7 A certificate of a Lender as to (i) the amount by which a sum 
payable to it hereunder is to be increased under Clause 14 or (ii) the amount 
for the time being required to indemnify it against any such cost, payment or 
liability as is mentioned in Clause 15 shall, in the absence of manifest 
error, be conclusive for the purposes of this Agreement.

     32.8 Each Lender hereby represents that as at 24th February, 1995 (i) 
its participation as a Lender hereunder and extension of credit in respect 
hereof will not require registration or qualification under any applicable 
securities laws nor is it illegal (as referred to in Clause 16), and (ii) it 
is a Qualifying Lender.  Barclays Bank PLC represents that as at the date 
hereof Barclays Overdraft Agent is a person recognized as a bank pursuant to 
Clause 232 of the Circular of Swiss Federal Tax Authorities, dated 29th 
October, 1992 regarding the tax treatment of syndicated loans, debt 
certificate issues, promissory notes and subparticipations.

33.  REMEDIES AND WAIVERS

     No failure to exercise, nor any delay in exercising, on the part of the 
Agent and the Lenders or any of them, any right or remedy hereunder shall 
operate as a waiver thereof, nor shall any single or partial exercise of any 
right or remedy prevent any further or other exercise thereof or the exercise 
of any other right or remedy.  The rights and remedies herein provided are 
cumulative and not exclusive of any rights or remedies provided by law.

34.  PARTIAL INVALIDITY

     If, at any time, any provision hereof is or becomes illegal, invalid or 
unenforceable in any respect under the law of any jurisdiction, neither the 
legality, validity or enforceability of the remaining provisions hereof nor 
the legality, validity or enforceability of such provision under the law of 
any other jurisdiction shall in any way be affected or impaired thereby.

35.  NOTICES

     35.1 Each communication to be made hereunder shall, unless otherwise 
stated, be made in writing by telex, telefax or letter.

     35.2 Any communication or document (unless made by telefax) to be made 
or delivered by one person to another pursuant to this Agreement shall 
(unless that other person has by fifteen days' written notice to the Agent 
specified another address) be made or delivered to that other person at the 
address identified with its signature below (or, in the case of a Transferee, 
at the end of the Transfer Certificate to which it is a party as Transferee, 
or in the case of an Overdraft Facility Transferee, at the end of the 
Overdraft Provider Transfer Certificate to which it is a party as the 
Overdraft Facility Transferee) and shall be deemed to have been made or 
delivered when despatched and the appropriate answerback received (in the 
case of any communication made by telex) or (in the case of any communication 
made by letter) when left at that address or (as the case may be) ten days 
after being 



                                      -33-

<PAGE>

deposited in the post postage prepaid in an envelope addressed to it at that 
address provided that any communication or document to be made or delivered 
to the Agent shall be effective only when received by the Agent and then only 
if the same is expressly marked for the attention of the department or 
officer identified with the Agent's signature below (or such other department 
or officer as the Agent shall from time to time specify for this purpose).

     35.3 Where any provision of this Agreement specifically contemplates 
telephone or telefax communication made by one person to another, such 
communication shall be made to that other person at the relevant telephone 
number specified by it from time to time for the purpose and shall be deemed 
to have been received when made (in the case of any communication by 
telephone) or when transmission has been completed (in the case of any 
telecommunication by telefax).  Each such telefax communication, if made to 
the Agent by a Borrower shall be signed by the person or persons authorized 
by that Borrower in the certificate delivered pursuant to the Third Schedule 
and shall be expressed to be for the attention of the department or officer 
whose name has been notified for the time being for that purpose by the Agent 
to the Borrowers,

     35.4 Each communication and document made or delivered by one party to 
another pursuant to this Agreement shall be in the English language or 
accompanied by a translation thereof into English certified (by an officer of 
the person making or delivering the same) as being a true and accurate 
translation thereof.

36.  COUNTERPARTS

     This Agreement may be executed in any number of counterparts and by 
different parties hereto on separate counterparts each of which, when 
executed and delivered, shall constitute an original, but all the 
counterparts shall together constitute but one and the same instrument.  
Faxes of signatures shall be binding and effective as originals.










                                      -34-

<PAGE>

37.  AMENDMENTS

     To the extent not otherwise expressly provided in any Finance Document, 
no amendment, modification, termination or waiver of any provision of any 
Finance Document or consent to any departure by a Borrower therefrom, shall 
in any event be effective without the written concurrence of the Requisite 
Lenders and the Borrowers; except that any amendment, modification, 
termination, or waiver that (i) changes the amount of the Commitments or the 
principal amount of the Advances or extends the scheduled maturity thereof or 
changes the currency of any payment hereunder; (ii) changes any Proportion or 
the definition of "Requisite Lenders"; (iii) extends the dates on which 
interest is or fees are payable hereunder, or the maximum duration of 
interest periods; or (iv) reduces any interest rates payable on the Advances 
or any fees (other than administrative fees) payable hereunder or under any 
other Finance Document, each shall be effective only if evidenced by a 
writing signed by or on behalf of all Lenders under this Agreement and the 
Borrowers; provided, however, that (A) the First Schedule and the Commitments 
and Proportions shall be amended from time to time to give effect to the 
Commitments and Proportions of each new Bank that becomes a party to this 
Agreement at the time such Bank becomes a Bank and (B) any amendment, 
modification or waiver that changes any administrative fees, or the times at 
which such fees are payable hereunder shall be effective only if evidenced by 
a writing signed by or on behalf of the Borrowers and each Lender affected 
thereby.  Any amendment, modification, termination or waiver of any of the 
conditions precedent to funding an Advance shall be effective only if 
evidenced by a writing signed by or on behalf of the Requisite Lenders and 
the Borrowers.  No amendment, modification, termination or waiver of any 
provision of the agency provisions of this Agreement shall be effective 
without the written concurrence of the Agents, the Requisite Lenders and the 
Borrowers.  No amendment, modification, termination or waiver of any Finance 
Document that releases any guarantor or releases any collateral under the 
Security Documents not otherwise permitted under the Credit Agreement or such 
Security Document shall be effective unless evidenced by a writing signed by 
or on behalf of Banks having 80% or more of the combined aggregate amount of 
the Commitments under this Agreement or, in the case of the Commitment under 
this Agreement that has been terminated, the Outstandings, if any, made 
hereunder.  The Agent may, but shall have no obligation to, with the 
concurrence of any Lender, execute amendments, modifications, waivers or 
consents on behalf of such Lender.  Any waiver or consent shall be effective 
only in the specific instance and for the specific purpose for which it was 
given.  No notice to or demand on either Borrower shall entitle such Borrower 
to any other or further notice or demand in similar or other circumstances.  
Any amendment, modification, termination, waiver or consent with respect to 
this Agreement effected in accordance with this Clause 37 shall be binding 
upon the Borrowers.

38.  BORROWER SECESSION

     In the event that any Borrower is required to make any additional 
payment to a Lender pursuant to Clauses 14 or 18.2 or any Lender claims 
indemnification under Clauses 15.1 or 15.2 or an event referred to in Clause 
16 occurs and such requirement, claim or consequence of such event would be 
avoided or mitigated by that Borrower ceasing to be a Borrower hereunder then 
subject to the Borrower being under no actual obligation or contingent 
payment obligation under or pursuant to any Finance Document, it may cease to 
be a Borrower hereunder with the prior written consent of the Agent and upon 
receipt by the Agent of a Borrower Secession Memorandum.



                                      -35-

<PAGE>

39.  GUARANTEE BY PELIKAN PRODUKTIONS AG

     39.1 As consideration for Banks and the Overdraft Provider agreeing to 
enter into this Agreement and extend the Commitments and Short-Term Advances, 
as applicable, hereunder, Pelikan Produktions AG hereby unconditionally and 
irrevocably guarantees the due and punctual payment when due of all 
Obligations of Pelikan Hardcopy (International) AG.  For purposes of this 
Clause 39: (i) Pelikan Produktions AG is referred to as the "Swiss Guarantor" 
and the obligations of Pelikan Produktions AG under this Clause 39.1 are 
referred to as this "Guarantee" and (ii) "Obligations" shall mean all 
obligations and liabilities of Pelikan Hardcopy (International) AG owed to 
Agents, Arrangers, the Fronting Bank, or Lenders (or any of them) under this 
Agreement or any of the other Finance Documents.

     39.2 The Swiss Guarantor waives presentation of, demand of, payment from 
and protest of any Obligation of Pelikan Hardcopy (International) AG and also 
waives notice of protest for non-payment.  The obligations of the Swiss 
Guarantor under the Guarantee shall not be affected by, and the Swiss 
Guarantor hereby waives its rights (to the extent permitted by applicable 
law) in connection with:

          (a)  the failure of any Agent, the Fronting Bank or any Lender to
     assert any claim or demand or to enforce any right or remedy against
     Pelikan Hardcopy (International) AG under the provisions of this Agreement
     or any other agreement or otherwise;

          (b)  any extension or renewal of any provision thereof;

          (c)  any increase in the amount of the Obligations;

          (d)  any rescission, waiver, amendment or modification of any of the
     terms or provisions of this Agreement (subject to Clause 37) or any
     instrument executed pursuant hereto;

          (e)  the release of any of the security held by any party for the
     Obligations of Borrowers;

          (f)  the failure of any Agent, the Fronting Bank or any Lender to
     exercise any right or remedy against any other guarantor of the
     Obligations;

          (g)  any Agent, the Fronting Bank or any Lender taking and holding
     security or collateral for the payment of this Guarantee, any other
     guarantees of the Obligations or other liabilities of Pelikan Hardcopy
     (International) AG and the Obligations guaranteed hereby, and exchanging,
     enforcing, waiving and releasing any such security or collateral;

          (h)  any Agent, the Fronting Bank or any Lender applying any such
     security or collateral and directing the order or manner of sale thereof as
     Collateral Agent and Agent in their discretion, may determine; or

          (i)  any Agent, the Fronting Bank or any Lender settling, releasing,
     compromising, collecting or otherwise liquidating the Obligations and any
     security or collateral therefor in any manner determined by the applicable
     Agent, the Fronting Bank or such Lender.

     The obligations of the Swiss Guarantor under this Guarantee shall not be 
subject to any reduction, limitation, impairment or termination for any 
reason, including, without limitation, any claim 



                                      -36-

<PAGE>

of waiver, release, surrender, alteration or compromise, and shall not be 
subject to any defense or set-off, counterclaim, recoupment or termination 
whatsoever by reason of the invalidity, illegality or unenforceability of the 
Obligations, discharge of Pelikan Hardcopy (International) AG from the 
Obligations in a bankruptcy or similar proceeding or otherwise.  Without 
limiting the generality of the foregoing, the obligations of the Swiss 
Guarantor under this Guarantee shall not be discharged or impaired or 
otherwise affected by the failure of any Agent, the Fronting Bank or any 
Lender to assert any claim or demand or to enforce any remedy under this 
Agreement or any other agreement, by any waiver or modification of any 
provision thereof, by any default, failure or delay, wilful or otherwise, in 
the performance of the Obligations, or by any other act or thing or omission 
or delay to do any other act or thing that may or might in any manner or to 
any extent vary the risk of the Swiss Guarantor or would otherwise operate as 
a discharge of the Swiss Guarantor as a matter of law or equity.

     Any Agent may, at its or their election, foreclose on any security held 
by them by one or more judicial or nonjudicial sales, or exercise any other 
right or remedy any Agent may have against Swiss Guarantor, Pelikan Hardcopy 
(International) AG or any security without affecting or impairing in any way 
the liability of the Swiss Guarantor hereunder except to the extent the 
Obligations have been paid.  The Swiss Guarantor waives any defense arising 
out of such election by an Agent, even though such election operates to 
impair or extinguish any right of reimbursement or subrogation or other right 
or remedy of the Swiss Guarantor against Pelikan Hardcopy (International) AG 
or any security, so long as such Agent has acted in a commercially reasonable 
manner.

     The Swiss Guarantor further agrees that this Guarantee shall continue to 
be effective or be reinstated, as the case may be, if at any time payment, or 
any part thereof, of principal of or interest on any of the Obligations is 
rescinded or must otherwise be restored by any Agent, the Fronting Bank or 
any Lender upon the bankruptcy or reorganization of Pelikan Hardcopy 
(International) AG or otherwise.

     The Swiss Guarantor further agrees, in furtherance of the foregoing and 
not in limitation of any other right that any Agent, the Fronting Bank or any 
Lender may have at law or in equity against the Swiss Guarantor by virtue 
hereof, upon the failure of Pelikan Hardcopy (International) AG to pay any of 
the Obligations when and as the same shall become due (whether by required 
prepayment, declaration, demand or otherwise), the Swiss Guarantor will 
forthwith pay, or cause to be paid, in cash, to an Agent an amount equal to 
the sum of the unpaid principal amount of such Obligations, accrued and 
unpaid interest on such Obligations and all other Obligations of Pelikan 
Hardcopy (International) AG to any Agent, the Fronting Bank or such Lender.

     So long as any of the Obligations shall remain outstanding hereunder, 
the Swiss Guarantor hereby irrevocably waives any right of subrogation, 
contribution, indemnity or otherwise against Pelikan Hardcopy (International) 
AG that may arise out of or be caused by this Guarantee, all rights and/or 
claims against Pelikan Hardcopy (International) AG which may arise against 
Pelikan Hardcopy (International) AG by reason of this Guarantee, any right to 
enforce any remedy that any Lenders now have or may hereafter have against 
Pelikan Hardcopy (International) AG and any benefit of, and any right to 
participate in, any security now or hereafter held by or on behalf of Lenders.

     Notwithstanding anything contained in this Clause 39.2 to the contrary, 
this Guarantee shall not be effective or in full force and effect until the 
Closing Date.



                                      -37-

<PAGE>

40.  LAW

     This Agreement shall be governed by, and shall be construed in 
accordance with, English law.

41.  JURISDICTION

     41.1 Each Borrower hereby irrevocably agrees for the benefit of each of 
the other parties hereto that the courts of England shall have jurisdiction 
to hear and determine any suit, action or proceeding, and to settle any 
disputes which may arise out of or in connection with this Agreement and, for 
such purposes irrevocably submits to the jurisdiction of such courts.

     41.2 Each Borrower irrevocably waives any objection which it might now 
or hereafter have to the courts referred to in Clause 41.1 being nominated as 
the forum to hear and determine any suit, action or proceeding, and to settle 
any disputes, which may arise out of or in connection with this Agreement and 
agrees not to claim that any such court is not a convenient or appropriate 
forum.

     41.3 Each Borrower agrees that the process by which any suit, action or 
proceeding is begun may be served on it by being delivered in connection with 
any suit, action or proceeding in England to Pelikan Scotland Limited at 
Newcastle Way, Orton, Southgate, Peterborough PE2 AUJ or otherwise its 
registered office for the time being.  If the appointment of the person 
mentioned in this Clause 41.3 ceases to be effective each Borrower shall 
immediately appoint a further person in England to accept service of process 
on its behalf in England and, failing such appointment within 15 days, the 
Agent shall be entitled to appoint such a person by notice to the Borrowers.  
Nothing contained herein shall affect the right to serve process in any other 
manner permitted by law.

     41.4 The submission to the jurisdiction of the courts referred to in 
Clause 41 shall not (and shall not be construed so as to) limit the right of 
any party to take proceedings against any other party in any other court of 
competent jurisdiction nor shall the taking of proceedings in any one or more 
jurisdictions preclude the taking of proceedings in any other jurisdiction 
(whether concurrently or not) if and to the extent permitted by applicable 
law.

42.  WAIVERS; RATIFICATIONS

     Borrowers each hereby expressly acknowledge and agree that, as of the 
Closing Date, save and except the Hedging Documents, neither of them has any 
setoffs, counterclaims, adjustments, recoupments, defenses, claims or actions 
of any character, whether contingent, non-contingent, liquidated, 
unliquidated, fixed, matured, unmatured, disputed, undisputed, legal, 
equitable, secured or unsecured, known or unknown, against any Bank, the 
Agent, the Documentation Agent, the Collateral Agent, the Fronting Bank, or 
the Overdraft Provider or any grounds or cause for reduction, modification or 
subordination of the obligations of Borrowers under this Agreement and/or any 
Security Document or any liens or security interests of any Bank, the Agent, 
the Documentation Agent, the Collateral Agent, the Fronting Bank, or the 
Overdraft Provider.  To the extent either Borrower possesses, as of the 
Closing Date, any such setoffs, counterclaims, adjustments, recoupments, 
claims, actions, grounds or causes, each Borrower hereby waives, and hereby 
releases each Bank, the Agent, the Documentation Agent, the Collateral Agent, 
the Fronting Bank, and the Overdraft Provider from, any and all of such 
setoffs, counterclaims, adjustments, recoupments, claims, actions, grounds 
and causes, such waiver and release being with full knowledge and 
understanding of the circumstances and effects of such waiver and release and 
after having consulted counsel with respect thereto. Borrowers hereby 
acknowledge that they are indebted to Banks with respect to Advances in the 
principal amount of CHF 49,750,000, including CHF 6,000,000 Short Term 
Advances, which are outstanding on the date hereof.  Borrowers hereby ratify 
and confirm their 



                                      -38-

<PAGE>

respective obligations under the Security Documents. This Agreement amends 
and restates the Original Agreement in its entirety.

     AS WITNESS the hands of the duly authorized representatives of the 
parties hereto the day and year first before written.










                                      -39-

<PAGE>
                                       
                              THE FIRST SCHEDULE

                                  THE BANKS
         BANK                                         COMMITMENT (CHF)

         Barclays Bank PLC                               7,000,000

         NationsBank N.A.                               16,525,000

         Commerzbank AG                                  5,000,000

         Deutsche Bank AG                                5,000,000

         The First National Bank of Chicago              5,000,000

         Societe Generale                                4,925,000

         ABN AMRO Bank N.V.                              3,275,000

         Credit Lyonnais, S.A.                           3,275,000










                                      -40-

<PAGE>
                                       
                              THE SECOND SCHEDULE

                          FORM OF TRANSFER CERTIFICATE

To       Barclays Bank PLC
         Pelikan Produktions AG
         Pelikan Hardcopy (International) AG

                              TRANSFER CERTIFICATE


relating to the third amended and restated agreement (the "FACILITY 
AGREEMENT") dated 31 July, 1997 whereby a revolving credit facility was made 
available to Pelikan Produktions AG and Pelikan Hardcopy (International) AG 
as borrowers by a group of banks on whose behalf Barclays Bank PLC acted as 
agent in connection therewith.

         1.      Terms defined in the Facility Agreement shall, subject to 
any contrary indication, have the same meanings herein.  The terms Bank and 
Transferee are defined in the schedule hereto.

         2.      The Bank (i) confirms that the details in the schedule 
hereto under the heading "BANK'S COMMITMENT" or "ADVANCE(S)" accurately 
summarizes its Commitment and/or, as the case may be, the Term and Repayment 
Date of one or more existing Advances made by it and (ii) requests the 
Transferee to accept and procure the transfer to the Transferee of the 
portion specified in the schedule hereto of, as the case may be, its 
Commitment and/or such Advance(s) by counter-signing and delivering this 
Transfer Certificate to the Agent at its address or the service of notices 
specified in the Facility Agreement.

         3.      The Transferee hereby requests the Agent to accept this 
Transfer Certificate as being delivered to the Agent pursuant to and for the 
purposes of Clause 30.3 of the Facility Agreement so as to take effect in 
accordance with the terms thereof on the Transfer Date or on such later date 
as may be determined in accordance with the terms thereof.

         4.      The Transferee confirms that it has received a copy of the 
Facility Agreement, together with such other information as it has required 
in connection with this transaction and that it has not relied and will not 
hereafter rely on the Bank to check or enquire on its behalf into the 
legality, validity, effectiveness, adequacy, accuracy or completeness of any 
such information and further agrees that it has not relied and will not rely 
on the Bank to assess or keep under review on its behalf the financial 
condition, creditworthiness. condition, affairs, status or nature of the 
Borrowers.

         5.      The Transferee hereby undertakes with the Borrowers. the 
Bank and each of the other parties to the Facility Agreement that it will 
perform in accordance with their terms all those obligations which by the 
terms of the Facility Agreement will be assumed by it after delivery of this 
Transfer Certificate to the Agent and satisfaction of the conditions (if any) 
subject to which this Transfer Certificate is expressed to take effect.  The 
Transferee hereby makes the representations made by each Bank in Clause 32.8 
of the Facility Agreement as though made on and as of the date hereof.

         6.      The Bank makes no representation or warranty and assumes no 
responsibility with respect to the legality, validity, effectiveness, 
adequacy or enforceability of the Facility Agreement or any document relating 
thereto and assumes no responsibility for the financial condition of the 
Borrowers or for the performance and observance by the Borrowers of any of 
their respective obligations under the Facility Agreement or my document 
relating thereto and any and all such conditions and warranties, whether 
express or implied by law or otherwise, are hereby excluded.



                                      -41-

<PAGE>

         7.      The Bank hereby gives notice that nothing herein or in the 
Facility Agreement (or any document relating thereto) shall oblige the Bank 
to (i) accept a re-transfer from the Transferee of the whole or any part of 
its rights, benefits and/or obligations under the Facility Agreement 
transferred pursuant hereto or (ii) support any losses directly or indirectly 
sustained or incurred by the Transferee for any reason whatsoever including, 
without limitation, the non-performance by the Borrowers or any other party 
to the Facility Agreement (or any document relating thereto) of its 
obligations under any such document.  The Transferee hereby acknowledges the 
absence of any such obligation as is referred to in (i) or (ii) above.

         8.      This Transfer Certificate and the rights and obligations of 
the parties hereunder shall be governed by and construed in accordance with 
English law.
                                       
                                 THE SCHEDULE

         1.      Bank:

         2.      Transferee:

         3.      Transfer Date:

         4.      Commitment:

                          Bank's Commitment         Portion Transferred

         5.      Advance(s):

                          Term and Repayment Date            Portion Transferred

                 [Transferor Bank]                 [Transferee Bank]

                 By:                               By:

                 Date:                             Date:
                                       
                      ADMINISTRATIVE DETAILS OF TRANSFEREE

                 Address:

                 Contact Name:

                 Account for Payments:

                 Telex:

                 Telefax:

                 Telephone:



                                      -42-
<PAGE>


                              THE THIRD SCHEDULE

                             CONDITIONS PRECEDENT

Each of the following:

         1.      A certificate of the secretary or a director of each 
Borrower certifying that the copy of its constitutive documents delivered to 
the Agent in connection with the Original Agreement (as amended, where 
applicable, by any variation thereof which has itself been delivered to the 
Agent and certified correct, complete and in full force and effect) remains 
correct, complete and in full force and effect.

         2.      A copy of a resolution of the Board of Directors of each 
Borrower;

                 (a)      approving the terms of this Agreement and all other 
         documents to be executed by such Borrower in connection herewith; and

                 (b)      authorizing a specified person or persons:

                          (i)     to execute this Agreement and all other 
         documents to be executed by it hereunder or thereunder in connection 
         herewith or therewith; and

                          (ii)    (unless previously so appointed and unchanged)
         to give all notices, requests, instructions, certificates and other 
         documents to the Agent in connection with each of the Finance Documents
         to which it is a party.

         3.      A certificate of a director of each Borrower certifying that 
the utilization of the Facility in full would not cause any borrowing or 
other limit binding on it to be exceeded.

         4.      A copy of the signature of each of the persons authorized by 
the resolutions referred to in paragraph 2(b) above.

         5.      A certificate of a director of each Borrower confirming that 
no Event of Default or Potential Event of Default will be in existence 
immediately after the transactions due to take place on the Closing Date (as 
defined in the Credit Agreement) have taken place.

         6.      A legal opinion relating to this Agreement from Allen & 
Overy, English legal advisers to the Agent, in form and substance 
satisfactory to the Agent.

         Each copy document delivered under this part of this schedule by a 
Borrower shall be certified by a director or the secretary of the relevant 
Borrower. as at the date hereof (or such other date as the Agent may agree), 
to be correct, complete and in full force and effect as at such date.

                                       -43-

<PAGE>

                               THE FOURTH SCHEDULE

                               UTILIZATION REQUEST

From:    Pelikan Produktions AG/Pelikan Hardcopy (International) AG

To:      [Barclays Bank PLC]/[Overdraft Provider]

Dated:

Dear Sirs,

         1.      We refer to the third amended and restated agreement (the 
"FACILITY AGREEMENT") dated 31 July, 1997 and made between Pelikan 
Produktions AG and Pelikan Hardcopy (International) AG as borrowers, Barclays 
Bank PLC as agent, NationsBank of Texas, N.A. as collateral and documentation 
agent, Barclays Bank PLC as fronting bank, Barclays Bank PLC as overdraft 
provider and the financial institutions named therein as banks.  Terms 
defined in the Facility Agreement shall have the same meaning in this notice.

         2.      We hereby give you notice that, pursuant to the Facility 
Agreement, we wish [the Banks/ Overdraft Provider to make Advances/the Fronting
Bank to issue a Letter of Credit] as follows:

                 (i)      Aggregate *[principal/face] amount:

                 (ii)     Utilization Date:

                 (iii)    *Term:

                 (iv)     Currency:

                 (v)      **[Repayment Date/Expiry Date]:

         3.      *[The proceeds of this Utilization should be credited to 
[insert account details]]/[The Letter of Credit should be issued in favor of 
[name of recipient] in the form attached and delivered to the recipient at 
[address of recipient]].

                                       Yours faithfully


                                       --------------------------------------
                                       for and on behalf of
         PELIKAN PRODUKTIONS AG/PELIKAN HARDCOPY (INTERNATIONAL) AG


-----------
*        Delete 15 Short-Term Advance
**       Delete as appropriate

                                       -44-

<PAGE>

                              THE FIFTH SCHEDULE

                                  TIMETABLES


        UTILIZATION BY MEANS OF ADVANCES OTHER THAN SHORT-TERM ADVANCES

"D"      =       Utilization Date
"D-x"    =       x business days prior to Utilization Date
"Bs"     =       Banks
"A"      =       Agent
"( )"    =       Clause number of Agreement

1.       Utilization Request to A (6. 1)           D-2      9.30 a.m.
2.       A to notify Bs of allocations by (6.4)    D-2      10.30 a.m.
3.       LIBOR fixing(l.1)                                  D-2     11.00 a.m.

                 UTILIZATION BY MEANS OF SHORT-TERM ADVANCES

"D"      =       Utilization Date
"Op"     =       Overdraft Provider
"( )"    =       Clause number of Agreement

Utilization Request to OP (6. 1)                   D        9.30 a.m.

                   UTILIZATION BY MEANS OF LETTERS OF CREDIT

"D"      =       Utilization Date
"D-x"    =       x business days prior to Utilization Date
"Bs"     =       Banks
"A"      =       Agent
"( )"    =       Clause number of Agreement

1.       Utilization Request to A (6. 1)    9.30 a.m.

2.       Bs to have agreed identity of recipient   D3       9:30 a.m.
         of Letter of Credit (7.2(iii))                     D3      3:00 p.m.

3.       where applicable, form of Letter
         of Credit to be agreed (7.2(iv))          D-3      3: 00 p.m.

4.       A to notify Bs of allocations (6.4)                D       10:00 a.m.

5.       Letter of Credit to be issued (7.2)                D       3:00 p. m.

                              THE SIXTH SCHEDULE

                     FORM OF BORROWER SECESSION MEMORANDUM

To:      Barclays Bank PLC
From:    Pelikan Produktions AG and
         Pelikan Hardcopy (International) AG


                                       -45-

<PAGE>


Dated:

Dear Sirs,

         1.      We refer to the third amended and restated agreement (the 
"FACILITY AGREEMENT") dated 31 July, 1997 and made between ourselves as 
borrowers, Barclays Bank PLC as agent, NationsBank of Texas, N.A. as 
collateral and documentation agent, the financial institutions defined 
therein as Banks and others.

         2.      Terms defined in the Facility Agreement shall bear the same 
meaning herein.

         3.      We hereby declare that [name of Borrower] is under no actual 
or contingent obligation under or pursuant to any Finance Document in its 
capacity as a Borrower.

         4.      Accordingly, pursuant to Clause 38 of the Facility Agreement 
and with effect from receipt of this notice, [name of relevant Borrower] 
shall cease to be a Borrower under the Facility Agreement.

                                       Yours faithfully,


                                       For and on behalf of
                                       Pelikan Produktions AG and
                                       Pelikan Hardcopy (international) AG


                                       -46-

<PAGE>

                             THE SEVENTH SCHEDULE

                   MANDATORY LIQUID ASSET COSTS RATE FORMULA

         The Mandatory Liquid Asset Costs Rate to compensate the Banks for 
the cost attributable to an Advance or other sum denominated in sterling for 
any period for which such cost is to be computed under this Agreement 
resulting from the imposition from time to time by the Bank of England (or 
other Governmental authorities or agencies) of a requirement to place 
non-interest-bearing deposits with the Bank of England, for the payment of 
Special Deposits and the maintenance of secured money with certain financial 
institutions (recognized for this purpose by the Bank of England) will be the 
rate determined by the Agent (rounded upwards, if necessary, to four decimal 
places) on the first day of the relevant period and for the duration of such 
period (but in respect of such a period of longer than three months, the 
average of the rates (rounded upwards as aforesaid) computed on a three 
monthly basis during such period) in accordance with the following formula:

         rate    =        XL + B(L-C) + S(L-D)
                          --------------------
                                100 - (X+s)
Where:

"X"      is the amount required to be maintained by Barclays Bank PLC on 
         non-interest-bearing balances with the Bank of England expressed as 
         a percentage of eligible liabilities fixed by the Bank of England 
         (or other Governmental authorities or agencies).  For the purpose of 
         this formula, this percentage will be expressed as a number.

"L"      is the average of the offered quotations by the Reference Banks for 
         sterling deposits for the period for which the formula is being 
         applied in the London Interbank Market at or about 11.00 a.m. on the 
         day of quotation, expressed as a number and not as a percentage rate 
         per annum.

"B"      is the average level of secured deposits expressed as a percentage 
         of eligible liabilities which Barclays Bank PLC is required by the 
         Bank of England to maintain with certain financial institutions 
         (recognized for this purpose by the Bank of England). For the 
         purpose of this formula this percentage will be expressed as a 
         number.

"C"      is the average of the rates at which certain financial institutions 
         (recognized for this purpose by the Bank of England) bid for 
         sterling deposits for the period for which the formula is being 
         applied from the Reference Banks at or about 11.00 a.m. on the day 
         of quotation, expressed as a number and not as a percentage rate per 
         annum.

"S"      is the amount of Special Deposits required to be maintained by 
         Barclays Bank PLC expressed as a percentage of eligible liabilities 
         fixed by the Bank of England (or other Governmental authorities or 
         agencies).  For the purposes of this formula this percentage will be 
         expressed as a number.

"D"      is the rate of interest paid by the Bank of England on Special 
         Deposits, expressed as a number and not as a percentage rate per 
         annum.

         In the  event of any change in circumstance (including the 
imposition of alternative or additional official requirements) which renders 
the above formula inapplicable the Agent shall notify the Borrower and the 
Banks in reasonable detail of the manner (including the basis and 
computation) in which the Mandatory Liquid Asset Costs Rate shall he 
determined thereafter and, if appropriate, 


                                       -47-

<PAGE>

substitute a new formula for that set out above.


                                       -48-

<PAGE>

                              THE EIGHTH SCHEDULE

                FORM OF OVERDRAFT PROVIDER TRANSFER CERTIFICATE


To:      Barclays Bank PLC, as Agent
         Pelikan Produktions AG
         Pelikan Hardcopy (International) AG


                    OVERDRAFT PROVIDER TRANSFER CERTIFICATE


relating to the third amended and restated agreement (the "FACILITY 
AGREEMENT") dated 31 July, 1997 whereby a revolving credit facility was made 
available to Pelikan Produktions AG and Pelikan Hardcopy (International) AG 
as borrowers by a group of banks on whose behalf Barclays Bank PLC acted as 
agent in connection therewith.

         1.      Terms defined in the Facility Agreement shall, subject to 
any contrary indication, have the same meanings herein.  The terms Overdraft 
Provider and Overdraft Facility Transferee are defined in the schedule hereto.

         2.      The Overdraft Provider requests the Overdraft Facility 
Transferee to accept and procure the transfer to the Overdraft Facility 
Transferee the obligation to make Short-Term Advances pursuant to the 
Facility Agreement by counter-signing and delivering this Overdraft Provider 
Transfer Certificate to the Agent at its address for the service of notices 
specified in the Facility Agreement.

         3.      The Overdraft Facility Transferee hereby requests the Agent 
to accept this Overdraft Provider Transfer Certificate as being delivered to 
the Agent pursuant to and for the purposes of Clause 30.5 of the Facility 
Agreement so as to take effect in accordance with the terms thereof on the 
Transfer Date or on such later date as may be determined in accordance with 
the terms thereof.

         4.      The Overdraft Facility Transferee confirms that it has 
received a copy of the Facility Agreement, together with such other 
information as it has required in connection with this transaction and that 
it has not relied and will not hereafter rely on the Overdraft Provider to 
check or enquire on its behalf into the legality, validity, effectiveness, 
adequacy, accuracy, or completeness of any such information and further 
agrees that it has not relied and will not rely on the Overdraft Provider to 
assess or keep under review on its behalf the financial conditions, 
creditworthiness, condition, affairs, status or nature of the Borrowers.

         5.      The Overdraft Facility Transferee hereby undertakes with the 
Borrowers, the Overdraft Provider and each of the other parties to the 
Facility Agreement that it will perform in accordance with their terms all 
the obligations of the Overdraft Provider under the Facility Agreement after 
delivery of this Overdraft Provider Transfer Certificate to the Agent and 
satisfaction of the conditions (if any) subject to which this Overdraft 
Provider Transfer Certificate is expressed to take effect.  The Overdraft 
Facility Transferee hereby makes the representations made by the Overdraft 
Provider in Clause 32.8 of the Facility Agreement as though made on and as of 
the date hereof.

         6.      The Overdraft Provider makes no representation or warranty 
and assumes no responsibility with respect to the legality, validity, 
effectiveness, adequacy or enforceability of the Facility Agreement or any 
document relating thereto and assumes no responsibility for the financial 
condition of the Borrowers or for the performance and observance by the 
Borrowers of any of their 


                                       -49-

<PAGE>

respective obligations under the Facility Agreement or any document relating 
thereto and any and all such conditions and warranties, whether express or 
implied by law or otherwise, are hereby excluded.

         7.      The Overdraft Provider hereby gives notice that nothing 
herein or in the Facility Agreement (or any document relating thereto) shall 
oblige the Overdraft provider to (i) accept a re-transfer from the Overdraft 
Facility Transferee of the whole or any part of its rights, benefits and/or 
obligations under the Facility Agreement transferred pursuant hereto or (ii) 
support any losses directly or indirectly sustained or incurred by the 
Overdraft Facility Transferee for any reason whatsoever including, without 
limitation, the non-performance by the Borrowers or any other party to the 
Facility Agreement (or any documents relating thereto) of its obligations 
under any such document.  The Overdraft Facility Transferee hereby 
acknowledges the absence of any such obligation as it referred to in (i) or 
(ii)) above.

         8.      This Overdraft Provider Transfer Certificate and the rights 
and obligations of the parties hereunder shall be governed by and construed 
in accordance with English law.

                                 THE SCHEDULE

         1.      Overdraft Provider:

         2.      Overdraft Facility Transferee:

         3.      Transfer Date:

[TRANSFEREE OVERDRAFT                                      [TRANSFEROR OVERDRAFT
PROVIDED]                                                  PROVIDER]

By:                                                        By:

Date:                                                      Date:


                           ADMINISTRATIVE DETAILS OF
                         OVERDRAFT FACILITY TRANSFEREE

Address:                                                    Telex:

Contact Name:                                               Telefax:

Account for Payments:                                       Telephone:


                                       -50-

<PAGE>

                                   SIGNATORIES


THE BORROWERS

PELIKAN PRODUKTIONS AG

By:                               
   --------------------------------
         HANS PAFFHAUSEN
         Title:                   
               --------------------

Address:         Forchstrasse 100
                 CH-8132 Egg
                 Switzerland

Fax:             (41-1) 9861 394


PELIKAN HARDCOPY (INTERNATIONAL) AG

By:                               
   --------------------------------
         HANS PAFFHAUSEN
         Title:                   
               --------------------


Address:         Forchstrasse 100
                 CH-8132 Egg
                 Switzerland

Fax:                 (41-1) 9861 394


                                       -51-

<PAGE>



THE AGENT

BARCLAYS BANK PLC

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

Notice Address:
Barclays Bank PLC
75 Wall Street, 12th Floor
New York, New York 10265
Attention:       Ronald E. Spitzer


THE FRONTING BANK

BARCLAYS BANK PLC

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

Notice Address:
Barclays Bank PLC
75 Wall Street, 12th Floor
New York, New York 10265
Attention:       Ronald E. Spitzer


THE OVERDRAFT PROVIDER

BARCLAYS BANK PLC

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

Notice Address:
Barclays Bank PLC
75 Wall Street, 12th Floor
New York, New York 10265
Attention:       Ronald E. Spitzer


                                       -52-

<PAGE>

THE COLLATERAL AGENT

NATIONSBANK OF TEXAS, N.A.

By:
   --------------------------------
         WILLIAM E. LIVINGSTONE, IV
         Senior Vice President

Address:         901 Main Street
                 66th Floor
                 Dallas, Texas 75202 
                 U.S.A.

Fax:             (214) 508 0604


THE DOCUMENTATION AGENT

NATIONSBANK OF TEXAS, N.A.

By:
   --------------------------------
         WILLIAM E. LIVINGSTONE, IV
         Senior Vice President

Address:         901 Main Street 
                 66th Floor 
                 Dallas, Texas 75202 
                 U.S.A.

Fax:             (214) 508 0604


                                       -53-

<PAGE>



THE BANKS

BARCLAYS BANK PLC

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

Notice Address:
Barclays Bank PLC
75 Wall Street, 12th Floor
New York, New York 10265
Attention:       Ronald E. Spitzer


                                       -54-

<PAGE>

NATIONSBANK, N.A.

By: 
    -------------------------------------
         WILLIAM E. LIVINGSTONE, IV
         Senior Vice President

Address:         901 Main Street
                 66th Floor 
                 Dallas, Texas 75202 
                 U.S.A.

Fax:             (214) 508 0604









                                              -55-
<PAGE>



THE FIRST NATIONAL BANK OF CHICAGO

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

Notice Address:
The First National Bank of Chicago
One First National Plaza, Mail Suite 0088
Chicago, Illinois 60670-0088
Attention:       Richard A. Peterson









                                           -56-
<PAGE>


COMMERZBANK AG

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

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

Address:         Atlanta Agency
                 Promenade Two, Suite 3500 
                 1230 Peachtree Street, N.E. 
                 Atlanta, Georgia 30309
                 Attn:    Harry P. Yergey

Fax:             (404) 888 6539








                                    -57-
<PAGE>


DEUTSCHE BANK AG LONDON

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

Notice Address:
Deutsche Bank, A.G., New York Branch
and/or Cayman Islands Branch
31 West 52nd Street, 24th Floor
New York, New York 10019
Attention:       Ralf Hoffmann









                                      -58-
<PAGE>

SOCIETE GENERALE

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

Address:         Trammell Crow Center
                 2001 Ross Avenue, Suite 4800 
                 Dallas, Texas 75201

Fax:             (214) 979 1104









                                          -59-
<PAGE>

ABN AMRO BANK, N.V.

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

Notice Address:
ABN AMRO Bank, N.V.
10 E. 53rd Street, 37th Floor
New York, New York 10022
Attention:       Ronald O. Drake









                                         -60-


<PAGE>

CREDIT LYONNAIS, S.A.

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

Notice Address:
Credit Lyonnais
1301 Avenue of the Americas, 18th Floor
New York, New York 10019
Attention:       Alan Sidrane









                                     -61-
<PAGE>

                              THE EXHIBIT
                 [FORM OF CONFIDENTIALITY AGREEMENT]


         The undersigned, ____________________, a prospective 
[assignee/Transferee/participant/Overdraft Facility Transferee] to that 
certain Third Amended and Restated Revolving Credit Facility Agreement dated 
as of 31 July, 1997 (such agreement, as so amended and restated and as it may 
be amended and restated, supplemented or otherwise modified from time to 
time, being the "Credit Agreement"; capitalized terms used herein without 
definition shall have the meanings assigned those terms in the Credit 
Agreement between Pelikan Produktions AG and Pelikan Hardcopy (International) 
AG as borrowers, Barclays Bank PLC, as agent, NationsBank of Texas, N.A., as 
collateral agent, NationsBank of Texas, N.A., as documentation agent, and the 
Lenders party thereto, ("Prospective [assignee/-Transferee/participant/
Overdraft Facility Transferee]"), hereby agrees as follows for the benefit 
of the Borrowers;

         Prospective [assignee/Transferee/participant/Overdraft Facility
Transferee] agrees that all financial statements, financial
projections, operating or other data, tax returns, reports and other
information, that have been or may be provided to (i) Prospective
[assignee/Transferee/participant/Overdraft Facility Transferee], (ii) the
employees and agents of Prospective [assignee/Transferee/participant/Overdraft 
Facility Transferee], and/or (iii) accountants, attorneys or other 
professionals retained by such parties whether delivered by either Borrower 
or otherwise shall be kept strictly confidential by such recipients, and 
shall be used solely in connection with its consideration of [an assignment/
a transfer/a participation/the appointment of a new Overdraft Provider] in 
respect of the Credit Agreement; PROVIDED, that Prospective [assignee/
Transferee/participant/Overdraft Facility Transferee] may, in any event,
disclose any such information:

         (i)     if required to do so by an order of a court of competent
                 jurisdiction whether in pursuance of any procedure for
                 discovering documents or otherwise; or

         (ii)    if required by any law or regulation having the force of law;
                 or

         (iii)   pursuant to any requirement or request of any fiscal. monetary,
                 tax, governmental or other competent authority; or

         (iv)    to its auditors, legal or other professional advisors; or

         (v)     which is in the public domain.

and unless specifically prohibited by applicable law or court order, the
prospective assignee/Transferee/or participant shall notify the Borrowers of 
any disclosure pursuant to paragraphs (i), (ii) and (iii).  In no event shall 
Prospective [assignee/Transferee/participant/Overdraft Facility Transferee] 
be obligated or required to return any materials furnished by either Borrower.

         This deed shall be governed by and construed and enforced in accordance
with, the laws of England.

         Prospective [assignee/Transferee/participant/Overdraft Facility
Transferee] hereby irrevocably agrees for the benefit of the Borrowers that 
the courts of England shall have jurisdiction to hear and determine any suit, 
action or proceeding, and to settle any disputes, which may arise out of or 
in connection with this deed and, for such purposes, irrevocably submits to 
the jurisdiction of such courts.



                                          -62-
<PAGE>

         
         Prospective[assignee/Transferee/participant/Overdraft Facility 
Transferee] hereby irrevocably waives any objection which it might now or 
hereafter have to the courts of England being nominated as the forum to hear 
and determine any suit, action or proceeding, and to settle any disputes, 
which may arise out of or in connection with this deed and agrees not to claim 
that any such court is not a convenient or appropriate forum.

         The submission to the jurisdiction of the courts of England shall 
not (and shall not be construed so as to) limit the right of either Borrower 
to take proceedings against Prospective [assignee/Transferee/participant/
Overdraft Facility Transferee] in any other court of competent jurisdiction 
nor shall the taking of proceedings in any one or more jurisdiction preclude 
the taking of proceedings in any other jurisdiction (whether concurrently or 
not) if and to the extent permitted by applicable law,

         IN WITNESS WHEREOF, this confidentiality agreement has been executed 
as a deed by the Prospective 
[assignee/Transferee/ participant/Overdraft Facility Transferee] delivered on 
the date specified below.

_____________________, 19__


EXECUTED AND DELIVERED AS A DEED
BY [INSERT NAME IN BLOCK CAPITALS OF
PROSPECTIVE ASSIGNEE/TRANSFEREE/
PARTICIPANT/OVERDRAFT FACILITY
TRANSFEREE]
         
                                    Name:                    
                                           -------------------------
                                    Title:                            
                                           -------------------------
                           
                                    Name:                    
                                           -------------------------
                                    Title:                            
                                           -------------------------
           
         
         
         
         
         
         
         
         

                                          -63-
<PAGE>


                                   TABLE OF CONTENTS
                       
                                                                        Page
                                                                        ----
         
1.    INTERPRETATION . . . . . . . . . . . . . . . . . . . . . . . . .    2

2.    THE FACILITY . . . . . . . . . . . . . . . . . . . . . . . . . .   10
      
3.    PURPOSE  . . . . . . . . . . . . . . . . . . . . . . . . . . . .   11

4.    CONDITIONS PRECEDENT . . . . . . . . . . . . . . . . . . . . . .   11
      
5.    NATURE OF LENDERS' OBLIGATIONS . . . . . . . . . . . . . . . . .   11


6.    UTILIZATION OF THE FACILITY  . . . . . . . . . . . . . . . . . .   12
      
7.    ISSUE OF LETTERS OF CREDIT . . . . . . . . . . . . . . . . . . .   15
      
8.    INDEMNITY (INCLUDING BANK INDEMNITY FOR SHORT-TERM ADVANCES) . .   15
      
9.    LETTER OF CREDIT COMMISSIONS AND FEES  . . . . . . . . . . . . .   16
      
10.   MAKING OF ADVANCES . . . . . . . . . . . . . . . . . . . . . . .   17

      
11.   INTEREST . . . . . . . . . . . . . . . . . . . . . . . . . . . .   18
      
12.   REPAYMENT OF ADVANCES  . . . . . . . . . . . . . . . . . . . . .   19
      
13.   CANCELLATION . . . . . . . . . . . . . . . . . . . . . . . . . .   19
      
14.   TAXES  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   20
      
15.   INCREASED COSTS  . . . . . . . . . . . . . . . . . . . . . . . .   21
      
16.   ILLEGALITY . . . . . . . . . . . . . . . . . . . . . . . . . . .   23

      
17.   MITIGATION . . . . . . . . . . . . . . . . . . . . . . . . . . .   24
      
18.   MARKET DISRUPTION AND ALTERNATIVE INTEREST RATES . . . . . . . .   24

      
19.   ACCELERATION EVENT . . . . . . . . . . . . . . . . . . . . . . .   25
                                                                              
20.   DEFAULT INTEREST AND INDEMNITIES . . . . . . . . . . . . . . . .   26
      
21.   CURRENCY OF ACCOUNT  . . . . . . . . . . . . . . . . . . . . . .   27

22.   PAYMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . .   28
      
23.   SET-OFF AND NETTING OF PAYMENTS  . . . . . . . . . . . . . . . .   28


                                               -i-

<PAGE>
                                       
                                TABLE OF CONTENTS
                                  (Continued)

24.   REDISTRIBUTION OF PAYMENTS . . . . . . . . . . . . . . . . . . .   29

25.   FEES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   30

26.   COSTS AND EXPENSES . . . . . . . . . . . . . . . . . . . . . . .   30
      
27.   THE AGENTS AND THE LENDERS . . . . . . . . . . . . . . . . . . .   31

28.   BENEFIT OF AGREEMENT . . . . . . . . . . . . . . . . . . . . . .   35
         
29.   ASSIGNMENTS AND TRANSFERS BY THE BORROWERS . . . . . . . . . . .   35
         
30.   ASSIGNMENTS AND TRANSFERS BY BANKS, CHANGE OF OVERDRAFT 
       PROVIDER  . . . . . . . . . . . . . . . . . . . . . . . . . . .   35
         
31.   DISCLOSURE OF INFORMATION  . . . . . . . . . . . . . . . . . . .   38 
         
32.   CALCULATIONS AND EVIDENCE OF DEBT  . . . . . . . . . . . . . . .   38

         
33.   REMEDIES AND WAIVERS . . . . . . . . . . . . . . . . . . . . . .   39
         
34.   PARTIAL INVALIDITY . . . . . . . . . . . . . . . . . . . . . . .   40 
         
35.   NOTICES  . . . . . . . . . . . . . . . . . . . . . . . . . . . .   41
         
36.   COUNTERPARTS . . . . . . . . . . . . . . . . . . . . . . . . . .   41
         
37.   AMENDMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . .   41
         
38.   BORROWER SECESSION . . . . . . . . . . . . . . . . . . . . . . .   42
         
39.   GUARANTEE BY PELIKAN PRODUKTIONS AG  . . . . . . . . . . . . . .   42
         
40.   LAW  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   44
         
41.   JURISDICTION . . . . . . . . . . . . . . . . . . . . . . . . . .   44

42.   WAIVERS; RATIFICATIONS . . . . . . . . . . . . . . . . . . . . .   45


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SCHEDULES


1.       The Banks
2.       Form of Transfer Certificates
3.       Conditions Precedent
4.       Utilization Request
5.       Timetables
6.       Form of Borrower Secession Memorandum
7.       Mandatory Liquid Asset Costs Rate Formula
8.       Form of Overdraft Provider Transfer Certificate

EXHIBIT

Form of Confidentiality Agreement








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