<PAGE>

                                                                Exhibit 10.27

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                                                                 EXECUTION COPY











                            PNEUMO ABEX CORPORATION
                      (D/B/A MAFCO WORLDWIDE CORPORATION)




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



                                CREDIT AGREEMENT

                         dated as of November 17, 1997


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


                             CHASE SECURITIES INC.,
                                  AS ARRANGER


                           THE CHASE MANHATTAN BANK,
                            AS ADMINISTRATIVE AGENT

                               BANKBOSTON, N.A.,
                             AS DOCUMENTATION AGENT








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<PAGE>

                               TABLE OF CONTENTS

                                                                           Page

SECTION 1.  DEFINITIONS....................................................  1
        1.1  Defined Terms.................................................  1
        1.2  Other Definitional Provisions................................. 20

SECTION 2.  AMOUNTS AND TERMS OF COMMITMENTS............................... 20
        2.1  Commitments................................................... 20
        2.2  Obligations of the Company.................................... 21
        2.3  Procedure for Borrowing Loans................................. 21
        2.4  Use of Proceeds of Loans...................................... 22

SECTION 3.  AMOUNT AND TERMS OF LETTERS OF CREDIT.......................... 22
        3.1  L/C Facility.................................................. 22
        3.2  Procedure for Issuance of Letters of Credit................... 23
        3.3  Fees, Commissions and Other Charges........................... 23
        3.4  L/C Participations............................................ 24
        3.5  Reimbursement Obligation of the Company....................... 25
        3.6  Obligations Absolute.......................................... 25
        3.7  Letter of Credit Payments..................................... 26
        3.8  Application................................................... 26
        3.9  Existing Letters of Credit.................................... 26

SECTION 4.  PROVISIONS RELATING TO THE LOANS; FEES AND PAYMENTS ........... 26
        4.1  Voluntary Termination or Reduction of Commitments.  .......... 26
        4.2  Optional Prepayments.......................................... 27
        4.3  Mandatory Prepayments.  ...................................... 27
        4.4  Interest Rate and Payment Dates............................... 28
        4.5  Conversion Options, Minimum Tranches and Maximum
              Interest Periods............................................. 28
        4.6  Inability to Determine Interest Rate.......................... 29
        4.7  Illegality.................................................... 30
        4.8  Requirements of Law; Changes of Law........................... 30
        4.9  Indemnity..................................................... 31
        4.10  Taxes........................................................ 32
        4.11  Commitment Fees; Other Fees.................................. 34
        4.12  Computation of Interest and Fees............................. 34
        4.13  Pro Rata Treatment and Payments.............................. 35
        4.14  Payments on Account of Loans and Fees........................ 37

SECTION 5.  REPRESENTATIONS AND WARRANTIES................................. 37
        5.1  Corporate Existence........................................... 37
        5.2  Corporate Power............................................... 37

                                              i
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                                                                           Page

        5.3   No Legal Bar to Loans........................................ 38
        5.4   No Material Litigation....................................... 38
        5.5   No Default................................................... 38
        5.6   Ownership of Properties; Liens............................... 39
        5.7   Taxes........................................................ 39
        5.8   ERISA........................................................ 39
        5.9   Financial Condition.......................................... 40
        5.10  No Change.................................................... 40
        5.11  Federal Regulations.......................................... 40
        5.12  Not an "Investment Company".................................. 40
        5.13  Intellectual Property........................................ 40
        5.14  Environmental Matters........................................ 41
        5.15  Models and Pro Forma Balance Sheet........................... 41
        5.16  Disclosure................................................... 42
        5.17  Solvency..................................................... 42
        5.18  Guarantees................................................... 42
        5.19  Matters Relating to Subsidiaries............................. 42
        5.20  Labor Matters................................................ 42
        5.21  Whitman Indemnity............................................ 43

SECTION 6.  CONDITIONS PRECEDENT........................................... 43
        6.1  Conditions to Initial Extensions of Credit.................... 43
        6.2  Conditions to Each Extension of Credit........................ 46

SECTION 7.  AFFIRMATIVE COVENANTS.......................................... 47
        7.1  Financial Statements.......................................... 47
        7.2  Certificates; Other Information............................... 48
        7.3  Payment of Obligations........................................ 49
        7.4  Conduct of Business and Maintenance of Existence.............. 49
        7.5  Maintenance of Property; Insurance............................ 49
        7.6  Inspection of Property; Books and Records; Discussions........ 50
        7.7  Notices....................................................... 50
        7.8  Maintenance of Corporate Identity............................. 51
        7.9  Environmental Laws............................................ 51
        7.10  Intellectual Property........................................ 52

SECTION 8.  NEGATIVE COVENANTS............................................. 53
        8.1  Financial Covenants........................................... 53
        8.2  Limitation on Liens........................................... 54
        8.3  Limitation on Contingent Obligations.......................... 56
        8.4  Limitation on Fundamental Changes............................. 56
        8.5  Limitation on Sale of Assets.................................. 57
        8.6  Limitation on Restricted Payments............................. 58
        8.7  Limitation on Investments, Loans and Advances................. 58

                                        ii

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                                                                           Page

        8.8  Sale and Leaseback............................................ 59
        8.9  Limitation on Transactions with Affiliates.................... 59
        8.10  Accounting Changes........................................... 59
        8.11  Indebtedness................................................. 60
        8.12  Limitation on Modifications of Tax Allocation Agreement...... 60
        8.13  Limitation on Negative Pledge Clauses........................ 60
        8.14  Limitation on Lines of Business.............................. 61
        8.15  Limitation on Restrictions on Subsidiary Distributions....... 61
        8.16  Limitation on Activities of Holdings......................... 61
        8.17  Limitation on Subsidiaries................................... 61

SECTION 9.  EVENTS OF DEFAULT.............................................. 62

SECTION 10.  THE ADMINISTRATIVE AGENT...................................... 64
        10.1  Appointment.................................................. 64
        10.2  Delegation of Duties......................................... 65
        10.3  Exculpatory Provisions....................................... 65
        10.4  Reliance by the Administrative Agent......................... 65
        10.5  Notice of Default............................................ 66
        10.6  Non-Reliance on the Administrative Agent and the Other
               Lenders..................................................... 66
        10.7  Indemnification.............................................. 67
        10.8  The Administrative Agent in Its Individual Capacity.......... 67
        10.9  Successor Administrative Agent............................... 68
        10.10  Issuing Lender as Issuer of Letters of Credit............... 68

SECTION 11.  MISCELLANEOUS................................................. 68
        11.1  Amendments and Waivers....................................... 68
        11.2  Notices...................................................... 70
        11.3  No Waiver; Cumulative Remedies............................... 71
        11.4  Survival of Representations and Warranties................... 71
        11.5  Payment of Expenses and Taxes................................ 71
        11.6  Successors and Assigns; Loan Participations.................. 72
        11.7  Adjustments; Set-off......................................... 75
        11.8  Severability................................................. 76
        11.9  Releases of Guarantee Obligations............................ 76
        11.10  Effectiveness; Counterparts................................. 76
        11.11  SUBMISSION TO JURISDICTION; WAIVERS......................... 76
        11.12  GOVERNING LAW............................................... 77


                                       iii

<PAGE>


SCHEDULES

Schedule 1.1(A)       Lenders; Addresses for Notices
Schedule 1.1(B)       Commitments
Schedule 3.9          Existing Letters of Credit
Schedule 5.19         Subsidiaries
Schedule 8.2(j)       Existing Liens
Schedule 8.9          Transactions with Affiliates
Schedule 8.11(b)      Existing Indebtedness


EXHIBITS

Exhibit A             Form of Note
Exhibit B-1           Form of Opinion of Paul, Weiss, Rifkind, Wharton &
                        Garrison
Exhibit B-2           Form of Opinion of General Counsel
Exhibit C             Form of Assignment and Acceptance
Exhibit D-1           Form of Holdings Guarantee
Exhibit D-2           Form of Subsidiaries Guarantee


                                   iv

<PAGE>


                                                                  Exhibit 10.27



            CREDIT AGREEMENT, dated as of November 17, 1997, among:

      PNEUMO ABEX CORPORATION, a Delaware corporation, d/b/a Mafco Worldwide
            Corporation (the "Company");

      the financial institutions from time to time parties hereto (the
            "Lenders");

      THE CHASE MANHATTAN BANK, a New York banking corporation, as
            administrative agent (in such capacity, the "Administrative Agent")
            for the Lenders;

      CHASE SECURITIES INC., as arranger;

      BANKBOSTON, N.A., a national banking association, as documentation agent
            (in such capacity, the "Documentation Agent") for the Lenders; and

      CHASE MANHATTAN BANK DELAWARE, as Designated Issuer (as defined below).


                             W I T N E S S E T H :

            WHEREAS, the Company has requested the Lenders to make revolving
extensions of credit to it on the terms and conditions set forth herein in an
aggregate principal amount outstanding at any time not to exceed $120,000,000
to finance the redemption (the "Note Redemption") of all of the Company's
outstanding 11-7/8% Senior Subordinated Notes due 2002 (the "Senior
Subordinated Notes"), and to finance the working capital needs of the Company
and its Subsidiaries and for other general corporate purposes; and

            WHEREAS, the Lenders are willing to make revolving credit
extensions to the Company, but only on and subject to the terms and conditions
hereof;

            NOW, THEREFORE in consideration of the premises and for other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Company, the Lenders and the Administrative Agent hereby
agree as follows:


            SECTION 1.  DEFINITIONS

           1.1  Defined Terms. As used in this Agreement, the following terms
shall have the following respective meanings (such definitions to be equally
applicable to the singular and plural forms thereof):

            "Adjusted Consolidated Net Income" shall mean Consolidated Net
      Income (plus any non-cash taxes to the extent deducted in the calculation
      thereof and without giving effect to any push down of purchase accounting
      adjustments from Holdings);

            "Adjustment Date" shall have the meaning assigned to such term in
      the definition of Pricing Grid;

<PAGE>

                                                                            2

            "Administrative Agent" shall have the meaning assigned to such
      term in the preamble hereto;

            "Affected Loan" shall have the meaning assigned to such term in
      subsection 0;

            "Affiliate" of any Person shall mean any other Person (other than a
      Subsidiary) which, directly or indirectly, is in control of, is
      controlled by, or is under common control with, the first Person. For
      purposes of this definition, a Person shall be deemed to be "controlled
      by" another Person if such other Person possesses, directly or
      indirectly, power either to (a) vote 10% or more of the securities having
      ordinary voting power for the election of directors of such first Person
      or (b) direct or cause the direction of the management and policies of
      such first Person whether by contract or otherwise;

            "Aggregate Commitment" shall mean $120,000,000, as such amount may
      be reduced from time to time pursuant to the terms of this Agreement;

            "Aggregate Outstanding Extensions of Credit" shall mean, at any
      time, the amount equal to the sum of (a) the aggregate principal amount
      of all Loans then outstanding and (b) the aggregate amount of all L/C
      Obligations then outstanding;

            "Agreement" shall mean this Credit Agreement, as the same may be
      amended, supplemented or otherwise modified from time to time;

            "Alternate Base Rate" for any day, shall mean a rate per annum
      (rounded upwards, if necessary, to the next 1/16 of 1%) equal to the
      greatest of (a) the Prime Rate in effect on such day, (b) the Base CD
      Rate in effect on such day plus 1% and (c) the Federal Funds Effective
      Rate in effect on such day plus 1/2 of 1%. If for any reason the
      Administrative Agent shall have determined (which determination shall be
      conclusive absent manifest error) that it is unable to ascertain the Base
      CD Rate or the Federal Funds Effective Rate, or both, for any reason,
      including the inability or failure of the Administrative Agent to obtain
      sufficient quotations in accordance with the terms thereof, the Alternate
      Base Rate shall be determined without regard to clause (b) or (c), or
      both, of the first sentence of this definition, as appropriate, until the
      circumstances giving rise to such inability no longer exist;

            "Alternate Base Rate Loans" shall mean Loans hereunder at such time
      as such Loans are made and/or being maintained at a rate of interest
      based upon the Alternate Base Rate;

            "Applicable Margin" shall mean 0.875% per annum; provided, that on
      and after the first Adjustment Date, occurring upon the delivery of the
      consolidated financial statements of the Company and the Subsidiaries for
      the fiscal period ended December 31, 1997, the Applicable Margin with
      respect to Loans, will be determined pursuant to the definition of
      Pricing Grid;


<PAGE>

                                                                           3

            "Application" shall mean an application, in such form as the
      Issuing Lender may specify from time to time, requesting the Issuing
      Lender to open a Letter of Credit;

            "Asset Sale" shall mean any Disposition of Property or series of
      related Dispositions of Property (excluding any such Disposition
      permitted by clause (a), (b), (c) or (d) of subsection 8.5);

            "Assignment and Acceptance" shall have the meaning assigned to
      such term in subsection 0;

            "Available Commitment" at any date, shall mean the amount equal to
      the difference between (a) the Aggregate Commitment at such date and (b)
      the Aggregate Outstanding Extensions of Credit at such date;

            "Bankruptcy Code" shall mean Title 11, United States Code, as
      amended from time to time;

            "Base CD Rate" shall mean the sum of (a) the product of (i) the
      Three-Month Secondary CD Rate and (ii) a fraction, the numerator of which
      is one and the denominator of which is one minus the C/D Reserve
      Percentage and (b) the C/D Assessment Rate;

            "Benefitted Lender" shall have the meaning assigned to such term
      in subsection 0;

            "Business Day" shall mean a day other than a Saturday, Sunday or
      other day on which commercial banks in New York, New York are authorized
      or required by law to close;

            "Capital Expenditures" for any period, shall mean all amounts
      (whether paid in cash or accrued as liabilities, including all
      obligations in respect of Capital Leases), that would in accordance with
      GAAP, be set forth as "capital expenditures" on the consolidated
      statement of cash flows of the Company and its consolidated Subsidiaries
      for such period;

            "Capital Lease" shall mean any lease of property (real, personal or
      mixed) which in accordance with GAAP is or should be capitalized on the
      lessee's balance sheet;

            "Capital Stock" shall mean any and all shares, interests,
      participations or other equivalents (however designated) of capital stock
      of a corporation, any and all equivalent ownership interests in a Person
      (other than a corporation) and any and all warrants, rights or options to
      purchase any of the foregoing.

            "Cash Equivalents" shall mean (a) securities with maturities of one
      year or less from the date of acquisition issued or fully guaranteed or
      insured by the United States Government or any agency thereof, (b)
      certificates of deposit and eurodollar time deposits with maturities of
      one year or less from the date of acquisition and overnight bank deposits
      of any Lender or of any commercial bank having capital and surplus in
      excess of $500,000,000, (c) repurchase obligations of any Lender or of
      any commercial bank satisfying the requirements of clause (b) of this
      definition having a term of not more than 

<PAGE>

                                                                           4


      30 days with respect to securities issued or fully guaranteed or insured
      by the United States Government, (d) commercial paper of a domestic
      issuer rated at least A-2 by Standard & Poor's Ratings Group or any
      successor ("S&P") or P-2 by Moody's Investors Service, Inc. or any
      successor, ("Moody's"), (e) securities with maturities of one year or
      less from the date of acquisition issued or fully guaranteed by any
      state, commonwealth or territory of the United States or by any political
      subdivision or taxing authority of any such state, commonwealth or
      territory or by any foreign government, the securities of which state,
      commonwealth, territory, political subdivision, taxing authority or
      foreign government (as the case may be) are rated at least A by S&P or A
      by Moody's, (f) securities with maturities of one year or less from the
      date of acquisition backed by standby letters of credit issued by any
      Lender or any commercial bank satisfying the requirements of clause (b)
      of this definition or (g) shares of money market mutual or similar funds
      sponsored by any registered broker dealer or mutual fund distributor;

            "C/D Assessment Rate" shall mean, for any day, the net annual
      assessment rate (rounded upward to the nearest 1/100th of 1%) determined
      by the Administrative Agent to be payable on such day to the Federal
      Deposit Insurance Corporation or any successor ("FDIC") for FDIC's
      insuring time deposits made in Dollars at offices of the Administrative
      Agent in the United States;

            "C/D Reserve Percentage" shall mean, for any day, that percentage
      (expressed as a decimal) which is in effect on such day, as prescribed by
      the Board of Governors of the Federal Reserve System (or any successor),
      for determining the maximum reserve requirement for a member bank of the
      Federal Reserve System in New York City with deposits exceeding one
      billion Dollars in respect of new non-personal time deposits in Dollars
      in New York City having a maturity of three months and in an amount of
      $100,000 or more;

            "Change of Control" shall have occurred if any "person" (as such
      term is used in Section 13(d) or 14(d) of the Exchange Act) other than
      (i) Ronald O. Perelman (or in the event of his incompetence or death, his
      estate, heirs, executor, administrator, committee or other personal
      representative (collectively, "heirs")) or (ii) any Person controlled,
      directly or indirectly, by Ronald O. Perelman or his heirs (any such
      other Person, an "Unrelated Person") or any Unrelated Persons acting as a
      "group" (as such term is defined in Section 13(d)(3) of the Exchange
      Act), together with any Affiliates thereof which are Unrelated Persons,
      (A) shall acquire "beneficial ownership" (as such term is defined in Rule
      13d-3 under the Exchange Act), directly or indirectly, of more than 35%
      of the total voting power of all classes of Voting Stock of the Company
      then outstanding or (B) shall have elected, or shall have caused to be
      elected, a sufficient number of its or their nominees to the board of
      directors of the Company such that the nominees so elected (whether new
      or continuing directors) shall constitute a majority of the board of
      directors of the Company;

            "Closing Date" shall have the meaning assigned to such term in
      subsection 0;

            "Code" shall mean the Internal Revenue Code of 1986, as amended
      from time to time;

<PAGE>
                                                                           5

            "Commercial Letter of Credit" shall have the meaning assigned to
      such term in subsection 3.1;

            "Commitment" of any Lender at any date shall mean the obligation of
      such Lender at such date to (a) make Loans to the Company or (b) issue or
      participate in Letters of Credit on behalf of the Company, in an
      aggregate principal amount at any one time outstanding not to exceed the
      amount set forth opposite such Lender's name under the caption
      "Commitment" on Schedule 1.1(B), as such amount may be reduced from time
      to time in accordance with the provisions hereof; collectively, as to all
      Lenders, the "Commitments";

            "Commitment Fee Rate" shall mean 1/4 of 1% per annum; provided that
      on and after the first Adjustment Date, occurring upon the delivery of
      the consolidated financial statements of the Company and the Subsidiaries
      for the fiscal period ended December 31, 1997, the Commitment Fee Rate
      will be determined pursuant to the definition of Pricing Grid;

            "Commitment Percentage" for any Lender at any time shall mean the
      percentage of the Aggregate Commitment then constituted by such Lender's
      Commitment;

            "Commitment Period" shall mean the period commencing on the
      Closing Date and ending on the Termination Date;

            "Commonly Controlled Entity" shall mean an entity, whether or not
      incorporated, which is under common control with the Company within the
      meaning of Section 4001 of ERISA or is part of a group which includes the
      Company and which is treated as a single employer under Section 414 of
      the Code;

            "Company" shall have the meaning assigned to such term in the
      preamble hereto;

            "Consolidated EBITDA" for any fiscal period of the Company shall
      mean the Consolidated Net Income or Consolidated Net Loss, as the case
      may be, for such fiscal period, (a) after restoring thereto amounts
      deducted for (i) extraordinary losses, (ii) depreciation and amortization
      (including write-offs or write-downs of amortizable and depreciable
      items), (iii) Consolidated Interest Expense, (iv) "provision for taxes"
      (or any like caption) on a consolidated statement of earnings of the
      Company and its Subsidiaries for such fiscal period and (v) any losses in
      respect of currency fluctuations and (b) after deducting therefrom (i)
      extraordinary gains (which extraordinary items of gain shall include,
      whether or not so includable in accordance with GAAP, any item of gain
      resulting from the sale, lease or other disposition of any principal
      property of the Company and its Subsidiaries taken as a whole or the
      Capital Stock of any material Subsidiary of the Company), (ii) the
      portion of net income of the Company and its Subsidiaries allocable to
      interests in unconsolidated Persons to the extent that cash dividends or
      distributions in respect of such portion of net income have not actually
      been received by the Company or any of its domestic Subsidiaries, (iii)
      the portion of any extraordinary loss actually paid in cash, but not
      including the amount of the premium paid by the Company in connection
      with the Note Redemption and (iv) any gains in respect of currency
      fluctuations; provided 

<PAGE>

                                                                           6

      any such restorations or deductions shall only be restored or deducted to
      the extent included in the determination of Consolidated Net Income or
      Consolidated Net Loss;

            "Consolidated Interest Expense" for any fiscal period of the
      Company shall mean the amount which, in conformity with GAAP, would be
      set forth opposite the caption "interest expense" (or any like caption)
      on a consolidated statement of earnings of the Company and its
      Subsidiaries for such fiscal period;

            "Consolidated Net Income" or "Consolidated Net Loss" for any fiscal
      period of the Company shall mean the amount which, in conformity with
      GAAP, would be set forth opposite the caption "net income" (or any like
      caption) or "net loss" (or any like caption), as the case may be, on a
      consolidated statement of earnings of the Company and its Subsidiaries
      for such fiscal period;

            "Contingent Obligation" as to any Person shall mean any obligation
      of such Person guaranteeing or in effect guaranteeing any Indebtedness,
      leases, dividends, letters of credit or other obligations ("primary
      obligations") of any other Person (the "primary obligor") in any manner,
      whether directly or indirectly, including, without limitation, any
      "keep-well" or "make-well" agreement, guarantee of return on equity or
      other obligation of such Person, whether or not contingent, (a) to
      purchase any such primary obligation or any property constituting direct
      or indirect security therefor, (b) to advance or supply funds (i) for the
      purchase or payment of any such primary obligation or (ii) to maintain
      working capital or equity capital of the primary obligor or otherwise to
      maintain the net worth or solvency of the primary obligor, (c) to
      purchase property, securities or services primarily for the purpose of
      assuring the obligee under any such primary obligation of the ability of
      the primary obligor to make payment of such primary obligation or (d)
      otherwise to assure or hold harmless the obligee under such primary
      obligation against loss in respect thereof;

            "Contractual Obligation" of any Person shall mean any provision of
      any material debt security or of any material preferred capital stock or
      other equity interest issued by such Person or of any material indenture,
      mortgage, agreement, instrument or undertaking to which such Person is a
      party or by which it or any of its material property is bound;

            "Credit Documents" shall mean this Agreement, the Notes, the
      Applications and the Guarantees, each, a "Credit Document";

            "Cross Default" of any Person shall mean (a) default in the payment
      of any amount when due (whether at maturity or by acceleration) on any of
      its Indebtedness (other than any such default in respect of the Loans,
      the Notes or the Reimbursement Obligations) or in the payment of any
      matured Contingent Obligation in respect of any Indebtedness of any other
      Person (except for any such payments on account of any such Indebtedness
      and Contingent Obligations in an aggregate principal amount at any one
      time outstanding of up to $2,000,000) or (b) default in the observance or
      performance of any other agreement or condition relating to any such
      Indebtedness (except for any such Indebtedness and Contingent Obligations
      in an aggregate principal amount at any one time outstanding of up to
      $2,000,000) or contained in any instrument or agreement evidencing,
      securing or relating thereto, or any other event shall occur or condition
      exist, the effect of which default or other event or condition is to
      cause, or to permit the holder or holders of such 

<PAGE>

                                                                           7

      Indebtedness (or a trustee or agent on behalf of such holder or holders)
      to cause, with the giving of notice if required, such Indebtedness
      (except for any such Indebtedness in an aggregate principal amount at any
      one time outstanding of up to $2,000,000) to become due or to be required
      to be redeemed or repurchased prior to its stated maturity;

            "Default" shall mean any of the events specified in Section 0,
      whether or not any requirement for the giving of notice, the lapse of
      time, or both, or any other condition, has been satisfied;

            "Designated Issuer":  Chase Manhattan Bank Delaware as designated
      issuer of Letters of Credit;

            "Disposition" shall mean with respect to any Property, any sale,
      lease, sale and leaseback, assignment, conveyance, transfer or other
      disposition thereof; and the terms "Dispose" and "Disposed of" shall have
      correlative meanings;

            "Documentation Agent" shall have the same meaning assigned to
      such term in the preamble hereto;

            "Dollars" and "$" shall mean dollars in lawful currency of the
      United States;

            "Domestic Subsidiary" shall mean each Subsidiary of the Company
      which is organized under the laws of a State within the United States;

            "Environmental Laws" shall mean any and all federal, foreign,
      state, local or municipal laws, rules, orders, regulations, statutes,
      ordinances, codes, decrees, requirements of any Governmental Authority,
      and any and all Requirements of Law regulating, relating to or imposing
      liability or standards of conduct concerning pollution or protection of
      human health or the environment, as now or may at any time hereafter be
      in effect;

            "ERISA" shall mean the Employee Retirement Income Security Act of
      1974, as amended from time to time;

            "Eurodollar Reserve Requirements" with respect to any Interest
      Period for any Eurodollar Loan shall mean the aggregate of the rates
      (expressed as a decimal) of reserve requirements current on the date two
      Working Days prior to the beginning of such Interest Period (including,
      without limitation, basic, supplemental, marginal and emergency reserves
      under any regulations of the Board of Governors of the Federal Reserve
      System or other governmental authority having jurisdiction with respect
      thereto), as now and from time to time hereafter in effect, dealing with
      reserve requirements prescribed for eurocurrency funding (currently
      referred to as "Eurocurrency liabilities" in Regulation D of such Board)
      required to be maintained by a member bank of such System;

            "Eurodollar Base Rate" with respect to each Eurodollar Loan of each
      Lender for each Interest Period shall mean the rate per annum equal to
      the rate at which the Administrative Agent is offered Dollar deposits two
      Working Days prior to the beginning of such Interest Period in the
      interbank eurodollar market where the foreign currency and 

<PAGE>

                                                                           8

      exchange operations or eurodollar funding operations of the
      Administrative Agent are customarily conducted at or about 11:00 A.M.
      (London time) for delivery on the first day of such Interest Period for
      the number of days contained therein and in an amount equal to a
      representative amount of such deposits;

            "Eurodollar Loan" shall mean each Loan hereunder at such time as it
      is made and/or being maintained at a rate of interest based upon the
      Eurodollar Rate;

            "Eurodollar Rate" with respect to each Eurodollar Loan for each
      Interest Period shall mean the rate per annum (rounded upwards to the
      nearest whole multiple of 1/100th of one percent) equal to the following:


                             Eurodollar Base Rate
                  ---------------------------------------
                  1.00 - Eurodollar Reserve Requirements;


            "EVD" shall mean Extraits Vegetaux et Derives, S.A., a company
      organized under the laws of France;

            "Event of Default" shall mean any of the events specified in
      Section 0, provided that any requirement for the giving of notice, the
      lapse of time, or both, or any other condition, has been satisfied;

            "Exchange Act" shall mean the Securities Exchange Act of 1934, as
      amended;

            "Existing Credit Agreement" shall mean the Credit Agreement, dated
      as of June 29, 1994, among the Company, the several financial
      institutions parties thereto and The Chase Manhattan Bank, as Agent as
      amended, supplemented or otherwise modified through the Closing Date;

            "Federal Funds Effective Rate" for any day, shall mean the weighted
      average of the rates on overnight federal funds transactions with members
      of the Federal Reserve System arranged by federal funds brokers, as
      published on the next succeeding Business Day by the Federal Reserve Bank
      of New York, or, if such rate is not so published for any day which is a
      Business Day, the average of the quotations for the day of such
      transactions received by the Administrative Agent from three federal
      funds brokers of recognized standing selected by it;

            "Foreign Subsidiary" shall mean any Subsidiary of the Company
      which is not a Domestic Subsidiary;

            "Fully Satisfied" shall mean, with respect to:

                  (a) the Payment Obligations as of any date, that, on or
            before such date, (i) the principal of and interest accrued to such
            date on such Payment Obligations shall have been paid in full in
            cash (other than the Undrawn L/C Obligations), (ii) all Undrawn L/C
            Obligations shall have been Fully Secured, (iii) all fees, expenses
            and other amounts then due and payable which constitute Payment
            Obligations 

<PAGE>
                                                                           9


            (other than the Undrawn L/C Obligations) shall have been paid in
            full in cash and (iv) the Commitments shall have expired or
            irrevocably been terminated; and

                  (b) the Obligations (as defined in the Guarantees) as of any
            date, that, on or before such date, (i) the Payment Obligations
            shall have been Fully Satisfied and (ii) all Rate Hedging
            Agreements with any of the Lenders or their Affiliates shall have
            been terminated or all obligations thereunder (other than for fees,
            expenses and indemnities) shall have been cash collateralized and
            all fees, expenses and indemnity payments then due and payable
            thereunder shall have been paid in full in cash;

            "Fully Secured" shall mean, with respect to any Undrawn L/C
      Obligations as of any date, that, on or before such date, such Undrawn
      L/C Obligations shall have been secured by the grant to the Issuing
      Lender by the Company of a first priority, perfected security interest
      in, and Lien on, (a) cash or Cash Equivalents in an amount at least equal
      to the excess, if any, of the amount of such Undrawn L/C Obligations over
      the amount of the Aggregate Commitment on such date or (b) other
      collateral security which is acceptable to the Issuing Lender and the
      Required Lenders;

            "GAAP" shall mean generally accepted accounting principles in the
      United States as in effect as of the date of, and used in, the
      preparation of the audited consolidated financial statements referred to
      in subsection 5.9, except that, with respect to the presentation of
      financial statements required to be furnished hereunder, GAAP shall mean
      generally accepted accounting principles in the United States as in
      effect from time to time;

            "Governmental Authority" shall mean any nation or government, any
      state or other political subdivision thereof and any entity exercising
      executive, legislative, judicial, regulatory or administrative functions
      of or pertaining to government (including, without limitation, any
      governmental department, commission, board, bureau, agency or
      instrumentality, or other court or arbitrator, in each case whether of
      the United States or foreign) and the National Association of Insurance
      Commissioners;

            "Guarantees" shall be the collective reference to the Holdings
      Guarantee, the Subsidiaries Guarantee and each other guarantee delivered
      to the Administrative Agent to support the Payment Obligations of the
      Company hereunder and under the Notes, as each of the same may be
      amended, supplemented or otherwise modified from time to time;
      individually, a "Guarantee";

            "Guarantors" shall be the collective reference to the guarantors
      parties to the Guarantees; individually, a "Guarantor";

            "Hazardous Materials" shall mean any hazardous materials, hazardous
      wastes, hazardous or toxic substances, defined or regulated as such in or
      under any Environmental Law, including without limitation asbestos,
      Petroleum Products and material exhibiting the characteristics of
      ignitability, corrosivity, reactivity or extraction procedure toxicity,
      as such terms are defined in connection with hazardous materials or
      hazardous wastes or hazardous or toxic substances in any Environmental
      Law;

<PAGE>
                                                                             10


            "Holdings" shall mean Flavors Holdings Inc., a Delaware
      corporation, the direct parent of the Company;

            "Holdings Guarantee" shall mean the Guarantee, to be executed and
      delivered by Holdings, substantially in the form of Exhibit D-1, as the
      same may be amended, supplemented or otherwise modified from time to
      time;

            "Indebtedness" of a Person shall mean (a) indebtedness of such
      Person for borrowed money whether short-term or long-term and whether
      secured or unsecured, (b) indebtedness of such Person for the deferred
      purchase price of services or property, which purchase price (i) is due
      twelve months or more from the date of incurrence of the obligation in
      respect thereof or (ii) customarily or actually is evidenced by a note or
      other written instrument (including, without limitation, any such
      indebtedness which is non-recourse to the credit of such Person but is
      secured by assets of such Person), (c) obligations of such Person under
      Capital Leases, (d) obligations of such Person arising under acceptance
      facilities, (e) the undrawn face amount of, and unpaid reimbursement
      obligations in respect of, all letters of credit issued for the account
      of such Person, (f) all obligations of such Person evidenced by bonds,
      debentures, notes or other similar instruments, (g) all obligations of
      such Person upon which interest charges are customarily paid, (h) all
      obligations of such Person under conditional sale or other title
      retention agreements relating to property purchased by such Person (even
      though the rights and remedies of the seller or lender under such
      agreement in the event of default are limited to repossession or sale of
      such property), (i) obligations of such Person to purchase, redeem,
      retire, defease or otherwise acquire for value any Capital Stock of such
      Person (with redeemable preferred capital stock being valued at the
      greater of its voluntary or involuntary liquidation preference plus
      accrued and unpaid dividends), (j) all executory obligations of such
      Person in respect of interest rate agreements and foreign exchange and
      other financial hedge contracts (including, without limitation, equity
      hedge contracts), (k) all Indebtedness of the types referred to in
      clauses (a) through (j) above for which such Person is obligated under a
      Contingent Obligation and (l) renewals, extensions, refundings,
      deferrals, restructurings, amendments and modifications of any such
      indebtedness, obligation or guarantee;

            "Indemnification Agreement" shall mean Section 12(b) of the Stock
      Purchase Agreement, dated as of April 28, 1988, among the Company and
      Whitman, as amended, supplemented or otherwise modified from time to
      time;

            "Indemnified Liabilities" shall have the meaning assigned to such
      term in subsection 0;

            "Insolvency" shall mean with respect to any Multiemployer Plan, the
      condition that such Plan is insolvent within the meaning of such term as
      used in Section 4245 of ERISA;

            "Insolvent" shall pertain to a condition of Insolvency;

            "Intellectual Property" shall have the meaning assigned to such
      term in subsection 0;

<PAGE>
                                                                             11


            "Interest Coverage Ratio" at the last day of any fiscal quarter,
      shall mean the ratio of (a) (i) Consolidated EBITDA for the period of
      four consecutive fiscal quarters ending on such date less (ii) Capital
      Expenditures for the period of four consecutive fiscal quarters ending on
      such date to (b) Consolidated Interest Expense for the period of four
      consecutive fiscal quarters ending on such date;

            "Interest Payment Date" shall mean (a) as to any Alternate Base
      Rate Loan, the last day of each March, June, September and December,
      commencing on the first of such days to occur after such Alternate Base
      Rate Loan is made or Eurodollar Loans are converted to Alternate Base
      Rate Loans, (b) as to any Eurodollar Loan with an Interest Period of
      three months or less, the last day of the Interest Period with respect
      thereto, (c) as to any Eurodollar Loan with an Interest Period of six
      months, the day which is three months after the first day of such
      Interest Period and the last day of such Interest Period and (d) in any
      event, the Termination Date;

            "Interest Period" shall mean, (a) initially, with respect to any
      Eurodollar Loan, the period commencing on the borrowing date or the
      initial date of conversion with respect to such Eurodollar Loan and
      ending one, two, three or six months thereafter as selected by the
      Company in a notice of borrowing or conversion, as the case may be, as
      provided herein and (b) thereafter, each period commencing on the last
      day of the immediately preceding Interest Period applicable to such
      Eurodollar Loan, as the case may be, and ending one, two, three or six
      months thereafter, in any such case as selected by the Company in
      accordance with the provisions of subsection 0; provided that all of the
      foregoing provisions relating to Interest Periods are subject to the
      following:

                  (x) if any Interest Period relating to a Eurodollar Loan
            would otherwise end on a day which is not a Working Day, such
            Interest Period shall be extended to the next succeeding Working
            Day, unless the result of such extension would be to carry such
            Interest Period into another calendar month, in which event such
            Interest Period shall end on the immediately preceding Working Day;

                  (y) the Company shall not select an Interest Period relating
            to any Eurodollar Loan which extends beyond the Termination Date
            and any Interest Period relating to any Eurodollar Loan that would
            otherwise extend beyond the Termination Date shall end on such
            date; and

                  (z) if any Interest Period relating to a Eurodollar Loan
            begins on the last Working Day of a calendar month (or on a day for
            which there is no numerically corresponding day in the calendar
            month at the end of such Interest Period), such Interest Period
            shall end on the last Working Day of a calendar month;

            "Issuing Lender" with respect to any Letter of Credit issued or
      requested to be issued, shall mean The Chase Manhattan Bank, the
      Designated Issuer or, subject to the consent of the Company (which
      consent shall not be unreasonably withheld or delayed), any other Lender
      designated by the Administrative Agent that agrees to serve in such
      capacity;


<PAGE>
                                                                             12


            "L/C Commitment" shall equal $35,000,000;

            "L/C Fee Payment Date" shall mean the last day of each March, June,
      September and December and, in any event, the Termination Date;

            "L/C Obligations" shall mean, at any time, an amount equal to the
      sum of (a) the aggregate amount of Undrawn L/C Obligations then
      outstanding and (b) the aggregate amount of then unreimbursed
      Reimbursement Obligations;

            "L/C Participants" shall be the collective reference to all the
      Lenders, other than the Issuing Lender (or, to the extent that the
      Issuing Lender is an affiliate of a Lender such Lender);

            "Lenders" shall have the meaning assigned to such term in the
      preamble hereto;

            "Letters of Credit" shall have the meaning assigned to such term
      in subsection 3.1;

            "Leverage Ratio" at the last day of any fiscal quarter, shall mean
      the ratio of (a) Total Debt (after giving effect to all prepayments made
      on such day) on such day to (b) Consolidated EBITDA for the period of
      four consecutive fiscal quarters ending on such day;

            "Lien" shall mean any mortgage, deed of trust, pledge,
      hypothecation, assignment, deposit arrangement, encumbrance, lien
      (statutory or other) or other security agreement or preferential
      arrangement of any kind or nature whatsoever (including, without
      limitation, (a) any conditional sale or other title retention agreement,
      (b) any financing lease having substantially the same economic effect as
      any of the foregoing, (c) the filing of any financing statement under the
      Uniform Commercial Code (other than any such financing statement filed
      for informational purposes only) or comparable law of any jurisdiction to
      evidence any of the foregoing and (d) in the case of securities, any
      purchase option, call or similar right of a third party with respect to
      such securities (other than, in the case of securities other than the
      Capital Stock of any Subsidiary of the Company, pursuant to normal
      settlement terms));

            "Loan" and "Loans" shall have the meanings assigned to such terms
      in subsection 2.1;

            "Loan Parties" shall mean the Company and the Guarantors;

            "Material Adverse Effect" shall mean a material adverse effect upon
      (a) the business, assets, operations, condition (financial or otherwise),
      performance, properties or prospects of Holdings and its Subsidiaries
      taken as a whole, (b) the ability of the Holdings and each of its
      Subsidiaries to perform its obligations under the Credit Documents or (c)
      the rights and remedies available to the Administrative Agent and/or the
      Lenders under any Credit Document;

<PAGE>
                                                                             13


            "Multiemployer Plan" shall mean a Plan (other than a welfare plan
      as defined in Section 3(1) of ERISA) which is a multiemployer plan as
      defined in Section 4001(a)(3) of ERISA;

            "Net Cash Proceeds" shall mean, in connection with any Asset Sale
      or any Recovery Event, the gross proceeds thereof in the form of cash and
      Cash Equivalents (including any such proceeds received by way of deferred
      payment of principal pursuant to a note or installment receivable or
      purchase price adjustment receivable or otherwise, but only as and when
      received) of such Asset Sale or Recovery Event, net of (i) attorneys'
      fees, accountants' fees, investment banking fees and other customary fees
      and expenses actually incurred in connection therewith, (ii) the amount
      of liabilities (other than intercompany liabilities or liabilities owing
      to any Affiliate of such Person), if any, which are required to be repaid
      at the time or as a result of any Asset Disposition or Recovery Event out
      of the proceeds thereof and (iii) taxes paid or reasonably estimated to
      be payable as a result thereof (after taking into account any available
      tax credits or deductions and any tax sharing arrangements); provided
      that the proceeds of a Recovery Event shall not be counted as gross
      proceeds for purposes of this definition of Net Cash Proceeds if, within
      180 days of the receipt by Holdings, the Company or any of its
      Subsidiaries of such proceeds, such recipient commences and thereafter
      diligently pursues the repair or replacement of the Property affected by
      such Recovery Event, except that any portion of such proceeds not applied
      or committed to be applied to such repair or replacement within 180 days
      of receipt of such proceeds shall be counted as gross proceeds for
      purposes of this definition at that time;

            "Note" shall have the meaning assigned to such term in subsection
      2.2(c);

            "Note Redemption" shall have the meaning assigned to such term in
      the recitals hereto;

            "Parent" shall have the meaning assigned to such term in
      subsection 0;

            "Participants" shall have the meaning assigned to such term in
      subsection 0;

            "Payment Obligations" shall mean (a) all principal, interest, fees,
      charges, expenses, attorneys' fees and disbursements, indemnities,
      reimbursement obligations and any other amounts payable by any Person
      under any Credit Document (including, without limitation, the L/C
      Obligations) and (b) any amount in respect of any of the foregoing that
      the Administrative Agent or any Lender, in its sole discretion, may elect
      to pay or advance under this Agreement on behalf of such Person after the
      occurrence and during the continuance of a Default or an Event of
      Default;

            "Payment Sharing Notice" shall mean a written notice from the
      Company or any Lender informing the Administrative Agent that an Event of
      Default has occurred and is continuing and directing the Administrative
      Agent to allocate payments thereafter received from the Company in
      accordance with the provisions of subsection 0;

            "PBGC" shall mean the Pension Benefit Guaranty Corporation
      established pursuant to Subtitle A of Title IV of ERISA;

<PAGE>
                                                                             14


            "Permitted Exceptions" shall have the meaning assigned to such
      term in subsection 8.2;

            "Person" shall mean an individual, a partnership, a corporation, a
      business trust, a joint stock company, a trust, an unincorporated
      association, a joint venture, a Governmental Authority or any other
      entity of whatever nature;

            "Petroleum Products" shall mean gasoline, diesel fuel, motor oil,
      waste or used oil, heating oil, kerosene and any other petroleum
      products, including crude oil or any fraction thereof;

            "Plan" shall mean at any particular time, any employee benefit plan
      which is covered by ERISA and in respect of which the Company or a
      Commonly Controlled Entity is (or, if such plan was terminated at such
      time, would under Section 4069 of ERISA be deemed to be) an "employer" as
      defined in Section 3(5) of ERISA;

            "Potential Withdrawal Liability" shall have the meaning assigned
      to such term in subsection 0;

            "Pricing Grid" shall mean the pricing grid set forth below:

       -----------------------------------------------------------------------
                      Leverage Ratio                Applicable   Commitment
                                                      Margin       Fee Rate
       -----------------------------------------------------------------------
           Greater than or equal to 3.00 to 1.0       1.000%       0.300%
       -----------------------------------------------------------------------
         Greater than or equal to 2.25 to 1.0 and     0.875%       0.250%
                  less than 3.00 to 1.0
       -----------------------------------------------------------------------
         Greater than or equal to 2.00 to 1.0 and     0.750%       0.250%
                  less than 2.25 to 1.0
       -----------------------------------------------------------------------
         Greater than or equal to 1.50 to 1.0 and     0.625%       0.200%
                  less than 2.00 to 1.0
       -----------------------------------------------------------------------
                  Less than 1.50 to 1.0               0.500%       0.200%
       =======================================================================

      Changes in the Applicable Margin with respect to Eurodollar Loans or in
      the Commitment Fee Rate resulting from changes in the Leverage Ratio
      shall become effective on the date (the "Adjustment Date") on which
      financial statements are delivered to the Lenders pursuant to subsections
      7.1(a) and (c) and shall remain in effect until the next change to be
      effected pursuant to this paragraph. If any such financial statements are
      not delivered within the time periods specified in subsections 7.1(a) and
      (c), then from the time such financial statements were due, until such
      financial statements are delivered, the Leverage Ratio as at the end of
      the fiscal period that would have been covered thereby shall for the
      purposes of this definition be deemed to be greater than 3.00 to 1.00. In
      addition, at all times while an Event of Default shall have occurred and
      be continuing, the Leverage Ratio shall for the purposes of this
      definition be deemed to be greater than 3.00 to 1.00. Each 
<PAGE>
                                                                             15

      determination of the Leverage Ratio pursuant to this definition shall be
      made with respect to the period of four consecutive fiscal quarters of
      the Company ending at the end of the period covered by the relevant
      financial statements.

            "Prime Rate" shall mean the rate of interest per annum publicly
      announced from time to time by the Administrative Agent as its prime rate
      in effect at its principal office in New York City (each change in the
      Prime Rate to be effective on the date such change is publicly
      announced);

            "Property" shall mean any right or interest in or to property of
      any kind whatsoever, whether real, personal or mixed and whether tangible
      or intangible, including, without limitation, Capital Stock;

            "Purchasing Lenders" shall have the meaning assigned to such term
      in subsection 0;

            "Rate Hedging Agreement" shall mean any (a) interest rate swap,
      option, cap, collar or insurance, (b) foreign exchange contract or (c)
      any other agreement or arrangement designed to provide protection against
      fluctuations in interest rates or currency exchange rates;

            "Real Property" shall have the meaning assigned to such term in
      subsection 0;

            "Recovery Event" shall mean any settlement of or payment in respect
      of any property or casualty insurance claim or any condemnation
      proceeding relating to any asset (other than inventory) of Holdings, the
      Company or any of its Subsidiaries;

            "Register" shall have the meaning assigned to such term in
      subsection 0);

            "Reimbursement Agreement" shall mean the reimbursement agreement,
      dated as of February 5, 1996 among the Company, Mafco Consolidated Group
      Inc. and The Chase Manhattan Bank (as successor to Chemical Bank), as
      amended, supplemented or otherwise modified prior to the Closing Date;

            "Reimbursement Obligation" shall mean the obligation of the Company
      to reimburse the Issuing Lender pursuant to subsection 3.5 for amounts
      drawn under Letters of Credit;

            "Reorganization" shall mean with respect to any Multiemployer Plan,
      the condition that such Plan is in reorganization within the meaning of
      such term as used in Section 4241 of ERISA;

            "Reportable Event" shall mean any of the events set forth in
      Section 4043(c) of ERISA, other than those events as to which the 30-day
      notice period is waived by regulation (except for any waiver under PBGC
      Reg. ss. 4043.25);

            "Required Lenders" at any date, shall mean the holders of at
      least a majority of the Aggregate Commitment on such date;


<PAGE>
                                                                             16


            "Requirement of Law" for any Person shall mean the Certificate of
      Incorporation and By-Laws or other organizational or governing documents
      of such Person, and any law, treaty, rule or regulation, or determination
      of an arbitrator or a court or other Governmental Authority, in each case
      applicable to or binding upon such Person or any of its material property
      or to which such Person or any of its material property is subject;

            "Responsible Officer" shall mean any officer at the level of Vice
      President or higher of the Company or, with respect to financial matters,
      the Chief Financial Officer, Chief Accounting Officer or
      Treasurer of the Company;

            "Restricted Payment" shall mean (a) any payment by the Company or
      any of its Subsidiaries of a dividend (other than a dividend payable
      solely in Capital Stock of the Company) on, or any payment on account of
      the purchase, redemption or retirement of, or any other distribution on,
      any shares of any class of Capital Stock of the Company (including any
      such payment or distribution in cash or in property or obligations of the
      Company or any of its Subsidiaries), (b) any loan or advance by the
      Company or any of its Subsidiaries to any Affiliate of the Company or (c)
      the payment by the Company or any of its Subsidiaries of any management
      or administrative fee to any Affiliate of the Company or of any salary,
      bonus or other form of compensation other than in the ordinary course of
      business to any Person who is a significant stockholder or executive
      officer of any Affiliate of the Company;

            "Senior Subordinated Notes" shall have the meaning assigned to
      such term in the recitals hereto;

            "Significant Trademark" shall mean any Trademark which is of such a
      nature that the Company or its Subsidiaries in accordance with its
      ordinary business practice then obtaining would file an application for
      trademark registration in the United States Patent and Trademark Office;

            "Single Employer Plan" shall mean any Plan (other than a
      Multiemployer Plan) which is covered by Title IV of ERISA;

            "Standby Letter of Credit" shall have the meaning assigned to
      such term in subsection 3.1;

            "Subsidiaries Guarantee" shall mean the Guarantee, to be executed
      and delivered by EVD Holdings Inc., a Delaware corporation and a direct
      Subsidiary of the Company, substantially in the form of Exhibit D-2 as
      the same shall be modified and supplemented and in effect from time to
      time;

            "Subsidiary" of any Person shall mean a corporation or other entity
      of which shares of Capital Stock or other ownership interests having
      ordinary voting power (other than Capital Stock or other ownership
      interests having such power only by reason of the happening of a
      contingency) to elect a majority of the directors of such corporation, or
      other Persons performing similar functions for such entity, are owned,
      directly or indirectly, by such Person; unless otherwise qualified, all
      references to a "Subsidiary" or to

<PAGE>
                                                                             17

      "Subsidiaries" in this Agreement shall refer to a Subsidiary or
      Subsidiaries of the Company and all references to a "wholly owned
      Subsidiary" in this Agreement shall refer to a Subsidiary or Subsidiaries
      of the Company of which the Company directly or indirectly owns all of
      the Capital Stock (other than directors' qualifying shares);

            "Taxable Lender" shall have the meaning assigned to such term in
      subsection 0;

            "Tax Allocation Agreement" shall mean the Tax Allocation Agreement
      entered into as of November 14, 1996 by and among Power Control
      Technologies Inc., a Delaware corporation, the Company, its Subsidiaries
      and any entities which become parties thereto pursuant to the terms
      thereof, as amended, supplemented or otherwise modified from time to
      time.

            "Taxes" shall have the meaning assigned to such term in
      subsection 0;

            "Termination Date" shall mean the earlier of (a) November 18, 2002,
      and (b) such earlier date upon which the Commitments shall terminate in
      accordance with the terms hereof;

            "Three-Month Secondary CD Rate" shall mean, for any day, the
      secondary market rate for three-month certificates of deposit reported as
      being in effect on such day (or, if such day shall not be a Business Day,
      the next preceding Business Day) by the Board of Governors of the Federal
      Reserve System (the "Board") through the public information telephone
      line of the Federal Reserve Bank of New York (which rate will, under the
      current practices of the Board, be published in Federal Reserve
      Statistical Release H.15(519) during the week following such day), or, if
      such rate shall not be so reported on such day or such next preceding
      Business Day, the average of the secondary market quotations for
      three-month certificates of deposit of major money center banks in New
      York City received at approximately 10:00 A.M., New York City time, on
      such day (or, if such day shall not be a Business Day, on the next
      preceding Business Day) by the Administrative Agent from three New York
      City negotiable certificate of deposit dealers of recognized standing
      selected by it;

            "Total Debt" at any time, shall mean the sum (without duplication)
      of (a) the aggregate principal amount of all outstanding Indebtedness of
      the Company and its Subsidiaries and (b) all outstanding Contingent
      Obligations of the Company and its Subsidiaries in respect of
      Indebtedness of Persons other than the Company or any of its
      Subsidiaries; provided, that Indebtedness of the type described in
      clauses (e) and (j) of the definition of the term Indebtedness shall not
      be included for the purpose of calculating Total Debt;

            "Trademark" means (a) all trademarks, trade names, corporate names,
      company names, business names, fictitious source of business identifiers
      of the Company and its Subsidiaries, and the goodwill associated
      therewith, existing as of the Closing Date or thereafter adopted or
      acquired, all registrations and recordings thereof, and all applications
      in connection therewith, whether in the United States Patent and
      Trademark Office or in any similar office or agency of the United States,
      any State thereof, or any political subdivision thereof, or otherwise,
      and (b) all renewals thereof;

<PAGE>
                                                                             18


            "Tranche" shall be the collective reference to Eurodollar Loans the
      Interest Periods with respect to all of which begin on the same date and
      end on the same later date (whether or not such Loans shall originally
      have been made on the same day);

            "Transaction Agreements" shall have the meaning assigned to such
      term in subsection 8.9.

            "Transferee" shall have the meaning assigned to such term in
      subsection 0;

            "Undrawn L/C Obligations" shall mean the portion, if any, of the
      Payment Obligations constituting the contingent obligation of the Company
      to reimburse the Issuing Lender in respect of the then undrawn and
      unexpired portions of the Letters of Credit issued by the Issuing Lender
      pursuant to subsection 3.1;

            "Unfunded Pension Amount" shall have the meaning assigned to such
      term in subsection 0;

            "Uniform Commercial Code" and "UCC" shall mean the Uniform
      Commercial Code as in effect from time to time in the State of New York;

            "Uniform Customs" shall mean the Uniform Customs and Practice for
      Documentary Credits (1993 Revision), International Chamber of Commerce
      Publication No. 500, as the same may be amended from time to time;

            "United States" the United States of America;

            "Voting Stock" shall mean, as to any Person, Capital Stock of such
      Person of the class or classes pursuant to which the holders thereof have
      the general voting power under ordinary circumstances to elect the board
      of directors, managers or trustees of such Person (irrespective of
      whether or not at the time Capital Stock of any other class or classes
      shall have or might have voting power by reason of the happening of any
      contingency);

            "Whitman" shall mean Whitman Corporation (f/k/a ICI Industries).

            "Working Day" shall mean any Business Day other than a Business Day
      on which commercial banks in London, England are authorized or required
      by law to close;

            Other Definitional Provisions. (a) All terms defined in this
Agreement shall have the defined meanings when used in any other Credit
Document or any certificate or other document made or delivered pursuant hereto
or thereto unless otherwise defined therein.

              As used herein, in the other Credit Documents and in any
certificate or other document made or delivered pursuant hereto or thereto,
accounting terms not defined in subsection 0, and accounting terms partly
defined in subsection 0 to the extent not defined, shall have the respective
meanings given to them under GAAP. To the extent that the definitions of

<PAGE>
                                                                             19


accounting terms herein are inconsistent with the meanings of such terms under
GAAP, the definitions contained herein shall control.

              The words "hereof", "herein" and "hereunder" and words of similar
import when used in this Agreement or any other Credit Document shall refer to
this Agreement or such other Credit Document, as the case may be, as a whole
and not to any particular provision of this Agreement or such other Credit
Document, as the case may be; and Section, subsection, Schedule and Exhibit
references contained in this Agreement are references to Sections, subsections,
Schedules and Exhibits in or to this Agreement, unless otherwise specified.


            SECTION 2.  AMOUNTS AND TERMS OF COMMITMENTS

        2.1  Commitments. Subject to the terms and conditions of this
Agreement, each Lender severally agrees to make loans in Dollars (individually,
a "Loan"; collectively, the "Loans") to the Company from time to time during
the period from the Closing Date to the Termination Date in an aggregate
principal amount at any one time outstanding not to exceed the amount equal to
the Commitment Percentage of such Lender times the Aggregate Commitment as of
such date, but in no event more than the amount which when added to such
Lender's Commitment Percentage of the L/C Obligations then outstanding does not
exceed the amount of such Lender's Commitment. During the period commencing on
the Closing Date and ending on the Termination Date, the Company may use the
Commitments by borrowing, repaying the Loans in whole or in part and
reborrowing, all in accordance with the terms and conditions hereof.

        2.2  Obligations of the Company. (a) The Company agrees that each Loan
made by each Lender pursuant hereto shall constitute the promise and obligation
of the Company to pay to the Administrative Agent, for the benefit of such
Lender, at the office of the Administrative Agent, 270 Park Avenue, New York,
New York 10017, in lawful money of the United States and in immediately
available funds the aggregate unpaid principal amount of all Loans made to the
Company by such Lender pursuant to subsection 0, which amounts shall be due and
payable (whether at maturity or by acceleration) as set forth in this Agreement
and, in any event, on the Termination Date.

            (b) The Company agrees that each Lender is authorized to record (i)
the date and amount of each Loan made to the Company by such Lender pursuant to
subsection 0, (ii) the date of each interest rate conversion pursuant to
subsection 0 and the principal amount subject thereto, (iii) the date and
amount of each payment or prepayment of principal of each Loan made by the
Company and (iv) in the case of each Eurodollar Loan, the interest rate and
Interest Period, in the books and records of such Lender and in such manner as
is reasonable and customary for such Lender and a certificate of an officer of
such Lender, setting forth in reasonable detail the information so recorded,
shall constitute prima facie evidence of the accuracy of the information so
recorded; provided that the failure to make any such recording shall not in any
way affect the Payment Obligations of the Company hereunder.

            (c) The Company agrees that, upon the request to the Administrative
Agent by any Lender at any time, such Lender's Loans shall be evidenced by a
promissory note of the Company, substantially in the form of Exhibit A with
appropriate insertions as to payor, date and principal amount (a "Note"),
payable to the order of such Lender and representing the obligation 

<PAGE>
                                                                             20


of the Company to pay a principal amount equal to the amount of the Commitment
of such Lender or, if less, the aggregate unpaid principal amount of all Loans
made by such Lender to the Company, with interest on the unpaid principal
amount thereof from time to time outstanding under such Note as prescribed in
subsection 0. Upon the request to the Administrative Agent by any Lender at any
time, the Company shall execute and deliver to such Lender two Notes, one of
which shall evidence the portion of such Lender's Loans to the Company
represented by Eurodollar Loans, and the other which shall evidence the portion
of such Lender's Loans to the Company represented by Alternate Base Rate Loans.

        2.3  Procedure for Borrowing Loans. (a) The Company may request a
borrowing from time to time under the Aggregate Commitment prior to the
Termination Date on any Business Day (if the Loans to be borrowed are Alternate
Base Rate Loans) or on any Working Day (if the Loans to be borrowed are
Eurodollar Loans) by giving irrevocable notice to the Administrative Agent,
specifying (i) the aggregate principal amount to be borrowed, (ii) the
requested borrowing date, (iii) whether the Loans to be borrowed are to be
Eurodollar Loans or Alternate Base Rate Loans or a combination thereof and, if
a combination, the respective aggregate amount of each type of borrowing and
(iv) if the Loans to be borrowed are Eurodollar Loans, the length of the
Interest Period or Interest Periods applicable thereto. Any such notice of
borrowing must be signed by a Responsible Officer of the Company and be
received by the Administrative Agent prior to 11:00 A.M., New York City time,
three Working Days prior to the requested borrowing date, in the case of
Eurodollar Loans, and one Business Day prior to the requested borrowing date,
in the case of Alternate Base Rate Loans. Each borrowing under the Commitments
shall be in an aggregate principal amount equal to the lesser of (x) $1,000,000
or a whole multiple of $100,000 in excess thereof or (y) the Available
Commitment. Upon receipt of any such notice, the Administrative Agent will
promptly notify each Lender thereof. Each Lender will make available to the
Administrative Agent at the office of the Administrative Agent specified in
subsection 11.2 (or at such other location as the Administrative Agent may
direct), by 1:00 P.M., New York City time, on the requested borrowing date, an
amount equal to the Commitment Percentage of such Lender times the aggregate
amount of Loans requested to be borrowed on such date, in funds immediately
available to the Administrative Agent. The proceeds of Loans received by the
Administrative Agent hereunder shall promptly be made available to the Company
by the Administrative Agent's crediting the account of the Company, at the
office of the Administrative Agent specified in subsection 11.2, with the
aggregate amount actually received by the Administrative Agent from the Lenders
and in like funds as received by the Administrative Agent.

            (b) The failure of any Lender to make the Loan to be made by it on
any requested borrowing date shall not relieve any other Lender of its
obligation hereunder to make its Loan on such borrowing date, but no Lender
shall be responsible for the failure of any other Lender to make the Loan to be
made by such other Lender on such borrowing date.

         2.4  Use of Proceeds of Loans. The proceeds of the Loans hereunder 
shall be used by the Company to finance the Note Redemption of all of the 
outstanding Senior Subordinated Notes and to finance the working capital and 
general corporate purposes of the Company and its Subsidiaries.


           SECTION 3.  AMOUNT AND TERMS OF LETTERS OF CREDIT

<PAGE>
                                                                             21


        3.1  L/C Facility. (a) Subject to the terms and conditions hereof, the
Issuing Lender, in reliance on the agreements of the other Lenders set forth in
subsections 3.4(a) and (b), agrees to issue any letter of credit ("Letters of
Credit") requested to be issued by it for the account of the Company on any
Business Day during the Commitment Period in such form as may be approved from
time to time by the Issuing Lender; provided that the Issuing Lender shall have
no obligation to issue any Letter of Credit if, after giving effect to such
issuance, (i) the L/C Obligations would exceed the L/C Commitment or (ii) the
aggregate amount of the Available Commitments would be less than zero. Each
Letter of Credit shall (i) be denominated in Dollars, (ii) be either (x) a
standby letter of credit issued to support obligations of the Company or any of
its Subsidiaries, contingent or otherwise, which are of a type for which Loans
would be available if the obligations were then due and payable (including,
without limitation, to support insurance and workmen's compensation
obligations) (a "Standby Letter of Credit"), or (y) a documentary letter of
credit in respect of the purchase of goods or services by the Company or any of
its Subsidiaries in the ordinary course of business (a "Commercial Letter of
Credit") and (iii) expire no later than the earlier of (x) one year from the
date of issue and (y) five Business Days prior to the Termination Date;
provided that any Letter of Credit with a one-year tenor may provide for the
renewal thereof for additional one-year periods (which shall in no event extend
beyond the date referred to in clause (y)); and provided, further, that the
Undrawn L/C Obligations in respect of each Letter of Credit which expires after
the last day of the Commitment Period shall be Fully Secured from and after
such day.

            (b) Each Letter of Credit shall be subject to the Uniform Customs
and, to the extent not inconsistent therewith, the laws of the State of New
York.

            (c) The Issuing Lender shall not at any time be obligated to issue
any Letter of Credit hereunder if such issuance would conflict with, or cause
the Issuing Lender or any L/C Participant to exceed any limits imposed by, any
applicable Requirement of Law.

        3.2  Procedure for Issuance of Letters of Credit. The Company shall
request the Issuing Lender to issue a Letter of Credit by delivering to the
Issuing Lender at its address for notices specified herein an Application
therefor, completed to the satisfaction of the Issuing Lender, and such other
certificates, documents and other papers and information as the Issuing Lender
may reasonably request. Upon receipt of any Application, the Issuing Lender
will process such Application and the certificates, documents and other papers
and information delivered to it in connection therewith in accordance with its
customary procedures and shall promptly issue the Letter of Credit requested
thereby (but in no event shall the Issuing Lender be required to issue any
Letter of Credit earlier than three Business Days after its receipt of the
Application therefor and all such other certificates, documents and other
papers and information relating thereto) by issuing the original of such Letter
of Credit to the beneficiary thereof or as otherwise may be agreed by the
Issuing Lender and the Company. The Issuing Lender shall (i) in the case of
each Standby Letter of Credit, notify each L/C Participant and the
Administrative Agent promptly following the request for and following the
issuance of the Standby Letter of Credit and furnish a copy of such Standby
Letter of Credit to the Company and to the Administrative Agent promptly
following the issuance thereof and (ii) in the case of Commercial Letters of
Credit, provide to each L/C Participant and the Administrative Agent, promptly
following the end of each calendar month during which it has issued Commercial
Letters of Credit, a monthly activity report of the Commercial Letters of
Credit issued by it during such month.

<PAGE>
                                                                             22


        3.3  Fees, Commissions and Other Charges. (a) The Company shall pay to
the Administrative Agent, for the account of the Issuing Lender and the L/C
Participants with respect to each Letter of Credit, a letter of credit
commission with respect to such Letter of Credit in an amount per annum equal
to (i) the Applicable Margin applicable to Eurodollar Loans on the date of
payment of such letter of credit commission (which fee shall be for the
accounts of the L/C Participants and the Issuing Lender to be shared ratably
among them in accordance with their respective Commitment Percentages) times
(ii) the undrawn face amount of such Letter of Credit. In addition, the Company
shall pay to the Administrative Agent for the account of the Issuing Lender for
its own account a fronting fee of 1/8 of 1% per annum, payable quarterly in
arrears on each L/C Fee Payment Date after the issuance date.

            (b) Letter of credit commissions which are payable pursuant to
clause (a) above shall be non-refundable and shall be payable to the
Administrative Agent in arrears on account of the period from the issuance date
with respect thereto through the day immediately preceding the next L/C Fee
Payment Date and on each succeeding L/C Fee Payment Date on account of the
period from such L/C Fee Payment Date through the day immediately preceding the
next L/C Fee Payment Date.

            (c) In addition to the foregoing fees and commissions, the Company
shall pay or reimburse the Issuing Lender directly (and not through the
Administrative Agent) in respect of each Letter of Credit for such normal and
customary costs and expenses as are incurred or charged by the Issuing Lender
in issuing, effecting payment under, amending or otherwise administering any
Letter of Credit issued by it.

            (d) The Administrative Agent shall pay to each L/C Participant and
the Issuing Lender all fees and commissions (including, without limitation, any
fees and commissions paid to the Administrative Agent for the account of each
L/C Participant and the Issuing Lender on the issuance date of any Letter of
Credit) received from time to time by the Administrative Agent for their
respective accounts pursuant to this subsection 3.3 within one day following
each L/C Fee Payment Date.

        3.4  L/C Participations. (a) The Issuing Lender with respect to each
Letter of Credit irrevocably agrees to grant and hereby grants to each L/C
Participant, and, to induce the Issuing Lender to issue Letters of Credit
hereunder, each L/C Participant irrevocably agrees to accept and purchase, and
hereby accepts and purchases, from the Issuing Lender, on the terms and
conditions hereinafter stated, for such L/C Participant's own account and risk
an undivided interest equal to such L/C Participant's Commitment Percentage in
the Issuing Lender's obligations and rights under each Letter of Credit issued
hereunder and the amount of each draft paid by the Issuing Lender thereunder.
Each L/C Participant unconditionally and irrevocably agrees with the Issuing
Lender that, if a draft is paid under any Letter of Credit issued by it for
which the Issuing Lender is not reimbursed in full by the Company in accordance
with the terms of this Agreement, such L/C Participant shall pay to the Issuing
Lender upon demand at the Issuing Lender's address for notices specified herein
an amount equal to such L/C Participant's Commitment Percentage of the amount
of such draft, or any part thereof, which is not so reimbursed.


<PAGE>
                                                                             23


            (b) If any amount required to be paid by any L/C Participant to the
Issuing Lender pursuant to subsection 3.4(a) in respect of any unreimbursed
portion of any payment made by the Issuing Lender under any Letter of Credit
issued by it is paid to the Issuing Lender within three Business Days after the
date such payment is due, such L/C Participant shall pay to the Issuing Lender
on demand an amount equal to the product of (i) such amount, times (ii) the
daily average Federal Funds Effective Rate, as quoted by the Issuing Lender,
during the period from and including the date such payment is required to the
date on which such payment is immediately available to the Issuing Lender,
times (iii) a fraction the numerator of which is the number of days that elapse
during such period and the denominator of which is 360. If any such amount
required to be paid by any L/C Participant pursuant to subsection 3.4(a) is not
made available to the Issuing Lender by such L/C Participant within three
Business Days after the date such payment is due, the Issuing Lender shall be
entitled to recover from such L/C Participant, on demand, such amount with
interest thereon calculated from such due date at the rate per annum applicable
to Alternate Base Rate Loans hereunder. A certificate of the Issuing Lender
submitted to any L/C Participant with respect to any amounts owing under this
subsection 3.4(b) shall be conclusive in the absence of manifest error.

            (c) Whenever, at any time after any Issuing Lender has made payment
under any Letter of Credit issued by it and has received from any L/C
Participant its pro rata share of such payment in accordance with subsection
3.4(a), the Issuing Lender receives any payment related to such Letter of
Credit (whether directly from the Company or otherwise, including proceeds of
collateral applied thereto by the Issuing Lender), or any payment of interest
on account thereof, the Issuing Lender promptly will distribute to such L/C
Participant its pro rata share thereof; provided, however, that in the event
that any such payment received by the Issuing Lender shall be required to be
returned by the Issuing Lender, such L/C Participant shall return to the
Issuing Lender the portion thereof previously distributed by the Issuing Lender
to it.

        3.5  Reimbursement Obligation of the Company. The Company agrees to
reimburse the Issuing Lender on each date on which the Issuing Lender notifies
the Company of the date and amount of a draft presented under any Letter of
Credit issued and paid by the Issuing Lender for the amount of (a) such draft
so paid and (b) any taxes, fees, charges or other costs or expenses incurred by
the Issuing Lender in connection with such payment. Each such payment shall be
made to the Issuing Lender at its address for notices specified herein in
lawful money of the United States and in immediately available funds. Interest
shall be payable on any and all amounts remaining unpaid by the Company under
this subsection 3.5 from the date such amounts become payable (whether at
stated maturity, by acceleration or otherwise) until payment in full at the
rate which would be payable on any outstanding Alternate Base Rate Loans which
were then overdue.

        3.6  Obligations Absolute. The Company's obligations under this Section
3 shall be absolute and unconditional under any and all circumstances and
irrespective of any set-off, counterclaim or defense to payment which the
Company may have or have had against the Issuing Lender or any beneficiary of a
Letter of Credit. The Company also agrees with the Issuing Lender that the
Issuing Lender shall not be responsible for, and the Company's Reimbursement
Obligations under subsection 3.5 shall not be affected by, among other things,
the validity or genuineness of documents or of any endorsements thereon, even
though such documents shall in fact prove to be invalid, fraudulent or forged,
or any dispute between or among the Company and any beneficiary of any Letter
of Credit or any other party to which such Letter of Credit may be 

<PAGE>
                                                                             24

transferred or any claims whatsoever of the Company against any beneficiary of
such Letter of Credit or any such transferee. The Issuing Lender shall not be
liable for any error, omission, interruption or delay in transmission, dispatch
or delivery of any message or advice, however transmitted, in connection with
any Letter of Credit issued by it, except for errors or omissions caused by the
Issuing Lender's gross negligence or willful misconduct. The Company agrees
that any action taken or omitted by the Issuing Lender under or in connection
with any Letter of Credit issued by the Issuing Lender or the related drafts or
documents, if done in the absence of gross negligence or willful misconduct and
in accordance with the standards of care specified in the Uniform Commercial
Code of the State of New York, shall be binding on the Company and shall not
result in any liability of the Issuing Lender to the Company.

        3.7  Letter of Credit Payments. If any draft shall be presented for
payment under any Letter of Credit, the Issuing Lender shall promptly notify
the Company of the date and amount thereof. The responsibility of the Issuing
Lender to the Company in connection with any draft presented for payment under
any Letter of Credit issued by it shall, in addition to any payment obligation
expressly provided for in such Letter of Credit, be limited to determining that
the documents (including each draft) delivered under such Letter of Credit in
connection with such presentment are in conformity with such Letter of Credit.

        3.8  Application. To the extent that any provision of any Application
related to any Letter of Credit is inconsistent with the provisions of this
Section 3, the provisions of this Section 3 shall apply.

        3.9  Existing Letters of Credit. Notwithstanding anything to the
contrary contained in this Agreement or any Guarantee, each of the letters of
credit described on Schedule 3.9 shall, from and after the Closing Date, be
deemed to have been issued on the Closing Date pursuant to subsection 3.1(a) of
this Agreement, with the Issuing Lender being deemed to be the Issuing Lender
in respect of such Letter of Credit hereunder and with each other Lender being
deemed to be an L/C Participant with respect to such Letter of Credit for
purposes of this Agreement and the Guarantees. The Company shall pay to the
Administrative Agent, for the accounts of the Issuing Lender and L/C
Participants, the fees and commissions described in subsection 3.3 with respect
to each such Letter of Credit.


            SECTION 4.  PROVISIONS RELATING TO THE LOANS; FEES
                          AND PAYMENTS

        4.1  Voluntary Termination or Reduction of Commitments. (a) The Company
shall have the right at any time, upon not less than five Business Days' notice
to the Administrative Agent, to terminate or, from time to time, reduce the
Aggregate Commitment, with any such voluntary reduction being in an amount
equal to the lesser of (i) $5,000,000 or a whole multiple of $1,000,000 in
excess thereof and (ii) the Aggregate Commitment then in effect. Any such
termination or reduction shall permanently terminate or reduce, as the case may
be, the Aggregate Commitment then in effect.

            (b) Any termination of the Aggregate Commitment pursuant to
subsection 0 shall be accompanied by prepayment in full (together with accrued
interest thereon to such date) by the 

<PAGE>
                                                                             25

Company of any Loans then outstanding and payment of any other amounts
necessary to cause the Payment Obligations with respect to the Loans and the
L/C Obligations to be Fully Satisfied.

            (c) Any reduction of the Aggregate Commitment pursuant to
subsection 0 or otherwise shall be accompanied by prepayment by the Company of
an amount equal to the excess, if any, of the Aggregate Outstanding Extensions
of Credit over the amount of the Aggregate Commitment after giving effect to
such reduction and each such reduction shall permanently reduce the Aggregate
Commitment then in effect.

            (d) Any prepayment required pursuant to this subsection 4.1 or
otherwise shall be applied, first, to the Loans then outstanding; second, to
the reimbursement of all outstanding Reimbursement Obligations; and, third, to
causing the then outstanding Undrawn L/C Obligations to be Fully Secured.

        4.2  Optional Prepayments. The Company may, at any time and from time
to time, prepay the Loans made to it then outstanding, in whole or in part,
without premium or penalty (other than amounts payable pursuant to subsection
0), upon at least three Working Days' irrevocable notice to the Administrative
Agent, in the case of Eurodollar Loans and one Business Day's irrevocable
notice to the Administrative Agent, in the case of Alternate Base Rate Loans,
specifying (a) the Loans to be prepaid, (b) the date and amount of such
prepayment and (c) whether the prepayment is of Eurodollar Loans or Alternate
Base Rate Loans or a combination thereof, and, if of a combination thereof, the
amount of prepayment allocable to each (and, with respect to such Eurodollar
Loans, each Tranche thereof). Upon receipt of any such notice, the
Administrative Agent will promptly notify each Lender thereof. If any such
notice is given, the Company will make the prepayment specified therein, and
such prepayment shall be due and payable on the date specified therein. Each
partial prepayment of the Loans pursuant to this subsection 0 shall be in an
amount equal to the lesser of (x) $1,000,000 or a whole multiple of $100,000 in
excess thereof and (y) the aggregate principal amount of the Loans then
outstanding to the Company.

        4.3  Mandatory Prepayments.

            (a) If, at any time and from time to time, the Aggregate
Outstanding Extensions of Credit exceed the Aggregate Commitment, the Company
shall immediately, first, repay the Loans and, second, make payments necessary
to cause Payment Obligations in respect of L/C Obligations to be Fully
Satisfied in an aggregate amount equal to such excess.

            (b) If on any date Holdings, the Company or any of its Subsidiaries
shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then such
Net Cash Proceeds shall be applied on such date toward the reduction of the
Commitments; provided, that, notwithstanding the foregoing, such Commitments
need not be permanently reduced pursuant to this subsection 4.3(b) until
Holdings, the Company or any of its Subsidiaries shall have received at least
$5,000,000 in Net Cash Proceeds in the aggregate, at which time, such
$5,000,000 in Net Cash Proceeds and all further Net Cash Proceeds from any
Asset Sales or Recovery Event shall be promptly applied to the permanent
reduction of the Commitments upon receipt.

            (c) If, as a result of the making of any payment required to be
made pursuant to this subsection 0, the Company would incur costs pursuant to
subsection 0, the Company may 

<PAGE>
                                                                             26


deposit the amount of such payment with the Administrative Agent, for the
benefit of the Lenders, in a cash collateral account, until the end of the
applicable Interest Period at which time such payment shall be made. The
Company hereby grants to the Administrative Agent, for the benefit of the
Lenders, a security interest in all amounts from time to time on deposit in
such cash collateral account and expressly waives all rights (which rights the
Company hereby acknowledges and agrees are vested exclusively in the
Administrative Agent) to exercise dominion or control over any such amounts.

        4.4  Interest Rate and Payment Dates. (a) The Eurodollar Loans shall
bear interest on the unpaid principal amount thereof for each day during each
Interest Period with respect thereto at a rate per annum equal to the
Eurodollar Rate for such day plus the Applicable Margin.

            (b) The Alternate Base Rate Loans shall bear interest on the unpaid
principal amount thereof at a rate per annum equal to the Alternate Base Rate.

            (c) If all or a portion of any amount owing hereunder shall not be
paid when due, then, for so long as such amount remains unpaid, (i) if the
overdue amount represents principal, all Loans shall bear interest at a rate
per annum which is 2% above the rate which would otherwise be applicable
pursuant to subsection 0 or (b), as the case may be, and (ii) if the overdue
amount represents overdue interest, fees or other amounts (other than the
amounts described in clause (i) of this paragraph (c)) due under the Credit
Documents, such overdue amount shall bear interest at a rate per annum equal to
the Alternate Base Rate plus 2%. During such time as any principal of or
interest on any Eurodollar Loans remains unpaid, such Eurodollar Loans shall be
converted to Alternate Base Rate Loans at the end of the respective Interest
Periods applicable thereto.

            (d) Interest on each Loan accrued to but not including each
Interest Payment Date applicable thereto shall be payable in arrears on such
Interest Payment Date; provided, however, that interest accruing on the
principal of or (to the extent permitted by applicable law) interest or any
other amount payable in connection with any Loan not paid when due (whether at
stated maturity, by acceleration or otherwise), shall be payable from time to
time upon demand of the Administrative Agent.

        4.5  Conversion Options, Minimum Tranches and Maximum Interest Periods. 
(a) The Company may elect from time to time to convert outstanding Loans from
Eurodollar Loans to Alternate Base Rate Loans by giving the Administrative
Agent at least one Business Day's prior irrevocable notice of such election.
The Company may elect from time to time and at any time to convert outstanding
Loans from Alternate Base Rate Loans to Eurodollar Loans by giving the
Administrative Agent at least three Working Days' irrevocable notice of such
election; provided that no Loans may be converted to Eurodollar Loans when any
Default or Event of Default has occurred and is continuing and the
Administrative Agent has or the Required Lenders have determined that such a
conversion is not appropriate. Upon receipt of such notice, the Administrative
Agent shall promptly notify each Lender. On the date on which such conversion
is being made, each Lender shall take such action as is necessary to effect
such conversion. All or any part of the outstanding Eurodollar Loans or
Alternate Base Rate Loans may be converted as provided herein.

<PAGE>
                                                                             27

            (b) Any Eurodollar Loans may be continued as such upon the
expiration of an Interest Period with respect thereto by the Company giving the
Administrative Agent at least three Working Days' irrevocable notice for
continuation thereof; provided that no Eurodollar Loan may be continued as such
when any Default or Event of Default has occurred and is continuing and the
Agent has or the Required Lenders have determined that such a conversion is not
appropriate, and, instead, such Eurodollar Loans shall be automatically
converted to an Alternate Base Rate Loan on the last day of the Interest Period
for which a Eurodollar Rate was determined by the Administrative Agent prior to
the Administrative Agent's obtaining knowledge of such Default or Event of
Default. The Administrative Agent shall notify the relevant Lenders promptly
that such automatic conversion shall occur.

            (c) In the event that a timely notice of conversion or continuation
with regard to Eurodollar Loans is not given in accordance with this subsection
0, then, unless the Administrative Agent shall have received timely notice in
accordance with subsection 0 that the Company elects to prepay such Eurodollar
Loans on the last day of such Interest Period, the Company shall be deemed
irrevocably to have requested that such Eurodollar Loans be converted into
Alternate Base Rate Loans on the last day of such Interest Period.

            (d) Any borrowing or continuation of Eurodollar Loans, or
conversion to or from Eurodollar Loans, or payments or prepayments of
Eurodollar Loans, shall be in such amounts and be made pursuant to such
elections so that, after giving effect thereto, (i) the aggregate principal
amount of each Tranche of Eurodollar Loans shall be $1,000,000 or a whole
multiple (to the extent possible) of $100,000 in excess thereof, (ii) the
aggregate principal amount of all Alternate Base Rate Loans shall be $1,000,000
or a whole multiple (to the extent possible) of $100,000 in excess thereof and
(iii) there shall not be more than six Tranches of Eurodollar Loans in the
aggregate at any one time outstanding.

          4.6  Inability to Determine Interest Rate. (a) In the event that the
Administrative Agent shall have determined (which determination, in the absence
of manifest error, shall be conclusive and binding upon the Company) that by
reason of circumstances affecting the relevant interbank eurocurrency market,
adequate and reasonable means do not exist for ascertaining the Eurodollar Rate
for any Interest Period with respect to (i) proposed Loans that the Company has
requested be made as Eurodollar Loans, (ii) a Eurodollar Loan that will result
from the requested conversion of all or part of the Alternate Base Rate Loans
into Eurodollar Loans or (iii) the continuation of a Eurodollar Loan as such
for an additional Interest Period (any such Loan described in clauses (i), (ii)
or (iii) of this subsection 0 being herein called an "Affected Loan"), the
Administrative Agent shall forthwith give telecopy or telephonic notice of such
determination, confirmed in writing, to the Company and the Lenders at least
two Business Days prior to the borrowing date for such Loan, the conversion
date for such Alternate Base Rate Loan or the last day of the Interest Period
applicable to such Loan, as the case may be. Unless the Company shall have
notified the Administrative Agent promptly upon receipt of such telecopy or
telephonic notice that it wishes to rescind or modify its request regarding
such Affected Loans, then any requested Eurodollar Loan shall be made as,
continued as, or converted into an Alternate Base Rate Loan, as the case may
be. Until any such notice has been withdrawn by the Administrative Agent, no
further Affected Loans shall be made.

            (b) In the event that the Required Lenders determine that the rate
quoted by the Administrative Agent does not accurately reflect the cost of
making or maintaining any Loans that 

<PAGE>
                                                                             28


the Company has requested be made or continued as or converted to Eurodollar
Loans the Administrative Agent shall forthwith give telecopy or telephonic
notice of such determination to the Company on or before the requested
borrowing, conversion or continuation date for such Loans or the next
succeeding Interest Period for such Loans. Unless the Company shall have
notified the Administrative Agent promptly after receipt of such telecopy or
telephonic notice that it wishes to rescind or modify its request regarding
such Loans, then any such Eurodollar Loans shall be made as or converted to
Alternate Base Rate Loans.

        4.7  Illegality. Notwithstanding any other provision herein, if any
change in law, rule, regulation, treaty or directive or in the interpretation
or application thereof, shall make it unlawful for any Lender to make or
maintain Eurodollar Loans as contemplated by this Agreement or to accept
deposits in order to make or maintain such Eurodollar Loans, (a) such Lender
shall promptly notify the Administrative Agent and the Company thereof, (b) the
agreements of such Lender hereunder to make or convert to Eurodollar Loans
shall be suspended forthwith and (c) such Lender's Loans then outstanding as
Eurodollar Loans, if any, shall automatically become Alternate Base Rate Loans
for the duration of the respective Interest Periods applicable thereto (or, if
permitted by applicable law, at the end of such Interest Periods). The Company
agrees promptly to pay to any Lender any additional amounts necessary to
compensate such Lender for any costs incurred by such Lender as a consequence
of the Company making any conversion in accordance with this subsection 0,
including, without limitation, any interest or fees payable by such Lender to
lenders of funds obtained by it in order to make or maintain its Eurodollar
Loans. A certificate as to any such costs payable pursuant to this subsection 0
submitted by an officer of any Lender, through the Administrative Agent, to the
Company shall be conclusive, in the absence of manifest error.

        4.8  Requirements of Law; Changes of Law. (a) In the event that the
adoption of or any change in law, rule, regulation, treaty or directive or in
the interpretation or application thereof, or compliance by any Lender with any
request or directive (whether or not having the force of law) issued after the
date hereof from any central bank or other Governmental Authority:

                  (i) imposes upon any Lender any tax of any kind whatsoever
      with respect to this Agreement, its Notes, any Letter of Credit, any
      Application or any Loan, or changes the basis of taxation of payments to
      such Lender of principal, commitment fee, interest or any other amount
      payable hereunder (except for (x) income and franchise taxes imposed on
      such Lender by the jurisdiction under the laws of which such Lender is
      organized or any political subdivision or taxing authority thereof or
      therein, or by any jurisdiction in which such Lender is located or any
      political subdivision or taxing authority thereof or therein, and (y)
      taxes imposed by way of deduction or withholding, which shall be
      exclusively governed by subsection 0);

                  (ii) imposes, modifies or holds applicable any reserve,
      special deposit, compulsory loan or similar requirement against any Loan
      made, or assets held by, or credit extended by, or deposits or other
      liabilities in or for the account of, or acquisition of funds by or for
      the account of, any office of such Lender, which is not otherwise
      included in the determination of the Eurodollar Rate hereunder; or

                  (iii)  imposes on such Lender any other condition;

<PAGE>
                                                                             29


and the result of any of the foregoing is to increase the cost to such Lender
of making, renewing, maintaining or participating in advances or extensions of
credit or issuing or participating in Letters of Credit or to reduce any amount
receivable by it in respect of its Eurodollar Loans, then, in any such case,
the Company shall promptly pay such Lender any additional amounts necessary to
compensate such Lender for such additional cost or reduced amount receivable as
reasonably determined by such Lender with respect to this Agreement (including,
without limitation, its participating interests in Letters of Credit), its
Notes or its Loans after taking into account any amounts paid or payable
pursuant to subsection 0. If a Lender becomes entitled to claim any additional
amounts pursuant to this subsection 0, it shall promptly notify the Company,
through the Administrative Agent, of the event by reason of which it has become
so entitled. A certificate as to any additional amounts payable pursuant to the
foregoing sentence submitted by an officer of a Lender, through the
Administrative Agent, to the Company shall be conclusive, in the absence of
manifest error.

            (b) In the event that any Lender shall have determined that the
adoption of any law, rule, regulation or guideline adopted pursuant to or
arising out of the International Convergence of Capital Measurement and Capital
Standards or of any Requirement of Law otherwise regarding capital adequacy, 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) issued after the date hereof
from any central bank or Governmental Authority, does or shall have the effect
of reducing the rate of return on such Lender's capital as a consequence of its
obligations hereunder to a level below that which such Lender could have
achieved but for such adoption, change or compliance (taking into consideration
such Lender's policies with respect to capital adequacy) by an amount which is
reasonably deemed by such Lender to be material, then from time to time,
promptly after submission by such Lender, through the Administrative Agent, to
the Company of a written request therefor, the Company shall promptly pay to
such Lender such additional amount or amounts as will compensate such Lender
for such reduction.

            (c) The agreements in this subsection 0 shall survive the
termination of this Agreement and payment of the Loans and the Notes and all
other amounts payable hereunder.

         4.9  Indemnity. The Company agrees to promptly pay and indemnify each
Lender for, and to hold such Lender harmless from, any loss or expense which
such Lender may sustain or incur in its reemployment of funds obtained in
connection with the making or maintaining of, or converting to, Eurodollar
Loans, as a consequence of (a) any default by the Company in borrowing such
Eurodollar Loans or in converting Alternate Base Rate Loans to Eurodollar Loans
after the Company has given a notice in respect thereof or (b) any failure by
the Company to prepay Eurodollar Loans after the Company has given notice in
respect thereof or (c) any payment, prepayment (whether optional or mandatory)
or conversion (whether optional or mandatory) of any Eurodollar Loan on a day
which is not the last day of an Interest Period with respect thereto. Without
limiting the effect of the foregoing, the Company agrees to pay to each Lender
an amount equal to the excess, if any, of (i) the amount of interest which
otherwise would have accrued on the principal amount paid, prepaid or not
borrowed for (A) the period from the date of such payment or prepayment to the
last day of the Interest Period applicable to such Eurodollar Loan or (B) in
the case of a failure to borrow or to convert, the Interest Period applicable
to such Eurodollar Loan, which would have commenced on the date specified for
such borrowing or conversion, at the applicable rate of interest for such
Eurodollar Loan provided for 

<PAGE>
                                                                             30


herein exclusive of any margin applicable thereto minus (ii) the interest
component of the amount such Lender would have bid in the London interbank
market in respect of such Loan if such Loan were to be made on the date of such
payment, prepayment, failure to borrow or failure to convert, as the case may
be. A certificate as to any additional amounts payable pursuant to this
subsection 0 submitted by an officer of a Lender, through the Administrative
Agent, to the Company shall be conclusive, absent manifest error. The
agreements in this subsection 0 shall survive termination of this Agreement and
payment of the Loans and the Notes and all other amounts payable hereunder.

         4.10  Taxes. (a) All payments made by the Company under this Agreement
shall be made free and clear of, and without reduction for or on account of,
any present or future income, stamp, documentary, property, excise or other
taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now
or hereafter imposed, levied, collected, withheld or assessed by any
Governmental Authority, excluding, in the case of the Administrative Agent and
each Lender, income and franchise taxes imposed on the Administrative Agent or
such Lender by the jurisdiction under the laws of which the Administrative
Agent or such Lender is organized or any political subdivision or taxing
authority thereof or therein, or by any jurisdiction in which such Lender is
located or any political subdivision or taxing authority thereof or therein
(such non-excluded taxes being called "Taxes"). If any Taxes are required to be
withheld from any amounts payable to the Administrative Agent or any Lender
hereunder or under the Notes, the amounts so payable to the Administrative
Agent or such Lender shall (without any obligation on the part of the Company
to pay such amounts ratably in accordance with the provisions of subsection 0)
be increased to the extent necessary to yield to the Administrative Agent or
such Lender (after payment of all Taxes) interest or any such other amounts
payable hereunder at the rates or in the amounts specified in this Agreement
and the Notes. Whenever any Taxes are payable by the Company, as promptly as
possible thereafter, the Company shall send to the Administrative Agent, for
its own account or for the account of such Lender, as the case may be, a
certified copy of an original official receipt or other evidence reasonably
satisfactory to the Administrative Agent showing payment thereof. If the
Company fails to pay any Taxes when due to the appropriate taxing authority or
fails to remit to the Administrative Agent the required receipts or other
required documentary evidence, the Company shall indemnify the Administrative
Agent and the Lenders for any incremental taxes, interest or penalties that may
become payable by the Administrative Agent or any Lender as a result of any
such failure. If any Taxes are paid by the Administrative Agent or any Lender
to any Governmental Authority, the Company shall indemnify the Administrative
Agent or such Lender, as the case may be (within 30 days after demand therefor
upon the Company), for any amounts so paid.

            (b) Except as the Company shall otherwise consent, each Lender
hereby severally (but not jointly) represents that, under applicable law and
treaties in effect on the date of this Agreement, no United States federal
taxes will be required to be withheld by the Administrative Agent or the
Company with respect to any payments to be made to such Lender in respect of
this Agreement. Each Lender which itself is not incorporated under the laws of
the United States or a state thereof or which is lending from an office that is
not incorporated under the laws of the United States or a state thereof agrees
severally (but not jointly) that, prior to the Closing Date, it will deliver to
the Company and the Administrative Agent two duly completed copies of either
United States Internal Revenue Service Form 1001 or 4224, or, in the case of a
Lender claiming exemption from U.S. federal withholding tax under Section
871(h) or 881(c) of the Code with respect to payments of "portfolio interest",
a Form W-8, or any subsequent versions thereof or successors thereto (and, if
such Lender delivers a Form W-8, a statement under the penalties of 

<PAGE>
                                                                             31


perjury that such Lender (i) is not a "bank" under Section 881(c)(3)(A) of the
Code, is not subject to regulatory or other legal requirements as a bank in any
jurisdiction, and has not been treated as a bank for purposes of any tax,
securities law or other filing or submission made to any Governmental
Authority, any application made to a rating agency or qualification for any
exemption from tax, securities law or other legal requirements, (ii) is not a
10-percent shareholder (within the meaning of Section 871(h)(3)(B) of the Code)
of the Company and (iii) is not a controlled foreign corporation related to the
Company (within the meaning of Section 864(d)(4) of the Code)), certifying in
each case that such Lender is entitled to receive all payments under this
Agreement and the Notes payable to it, without deduction or withholding of any
United States federal income taxes. Each Lender which delivers to the Company
and the Administrative Agent any form pursuant to the immediately preceding
sentence further undertakes to deliver to the Company and the Administrative
Agent two further completed copies of said form, or successor applicable form,
or other manner of certification, as the case may be, on or before the date
that any such form expires or becomes obsolete or after the occurrence of any
event requiring a change in the most recent form previously delivered by it to
the Company and the Administrative Agent, and such extensions or renewals
thereof as may reasonably be requested by the Company and the Administrative
Agent, certifying that such Lender is entitled to receive payments under this
Agreement without deduction or withholding of any United States federal income
taxes, unless in any such case any change in law, rule, regulation, treaty or
directive, or in the interpretation or application thereof, has occurred prior
to the date on which any such delivery would otherwise be required which
renders all such forms inapplicable or which would prevent such Lender from
duly completing and delivering any such form with respect to it and such Lender
advises the Company that it is not capable of receiving payments without any
deduction or withholding of United States federal income tax. Notwithstanding
any provision of subsection 0 to the contrary, the Company shall not have any
obligation to pay any amount to or for the account of any Lender on account of
any Taxes pursuant to subsection 0 (including, without limitation, the second
sentence thereof) to the extent that such amount results from (i) the failure
of any Lender to comply with its obligations pursuant to this subsection 0 (or,
in the case of any Transferee, pursuant to subsection 0) or (ii) any
representation or warranty made or deemed to be made by any Lender pursuant to
this subsection 0 (or, in the case of any Transferee pursuant to subsection 0)
proving to have been incorrect, false or misleading when so made or deemed to
be made.

            (c) Each Lender agrees to use reasonable efforts (including
reasonable efforts to change the office in which it is booking its Loans) to
avoid or to minimize any amounts which might otherwise be payable pursuant to
this subsection 0; provided, however, that such efforts shall not cause the
imposition on such Lender of any additional costs or legal or regulatory
burdens deemed by such Lender to be material or otherwise be deemed by such
Lender to be disadvantageous to it or contrary to its policies.

            (d) In the event that such reasonable efforts pursuant to
subsection 0 are insufficient to avoid all withholding taxes which would be
payable pursuant to this subsection 0, then such Lender (the "Taxable Lender")
shall use its best efforts to transfer to any other Lender (which is not
subject to such withholding taxes) its Loans and Commitment hereunder;
provided, however, that such transfer shall not be deemed by such Taxable
Lender, in its sole discretion, to be disadvantageous to it or contrary to its
policies. In the event that the Taxable Lender is unable, or otherwise is
unwilling, so to transfer its Loans and Commitment, the Company may designate
an alternate bank to purchase the Taxable Lender's Loans and Commitment and,
subject to the 

<PAGE>
                                                                             32


approval of the Administrative Agent (which approval shall not be unreasonably
withheld), the Taxable Lender shall transfer its Loans and Commitments to such
alternate bank and such alternate bank shall become a Lender hereunder.

            (e) The agreements in this subsection 0 shall survive the
termination of this Agreement and the payment of the Loans and Notes, and all
other amounts payable hereunder.

        4.11  Commitment Fees; Other Fees. (a) The Company agrees to pay to the
Administrative Agent, for the account of the Lenders, a commitment fee from and
including the Closing Date in the amount equal to the Commitment Fee Rate times
the average daily Available Commitment, in each case during the period for
which such fee is payable. Such commitment fee shall be payable in arrears on
the last day of each March, June, September and December and (iii) the
Termination Date.

            (b) The Company agrees to pay to Chase Securities Inc. and The
Chase Manhattan Bank, in each case for its own account the fees set forth in
the Fee Letter dated September 30, 1997 between the Company, Chase Securities
Inc. and The Chase Manhattan Bank on the dates and in the amounts set forth in
such Fee Letter.

        4.12  Computation of Interest and Fees. (a) Interest in respect of
Alternate Base Rate Loans bearing interest at a rate based upon the Prime Rate
shall be calculated on the basis of a 365 or 366-day year, as the case may be,
for the actual days elapsed. Interest in respect of Alternate Base Rate Loans
bearing interest at a rate based upon the Federal Funds Effective Rate, the
Base CD Rate and the Eurodollar Rate and commitment fees shall be calculated on
the basis of a 360-day year for the actual days elapsed. The Administrative
Agent will, as soon as practicable, notify the Company and the Lenders of each
determination of a Eurodollar Rate and of any change in the Alternate Base Rate
and the effective date thereof. Any change in the Alternate Base Rate due to a
change in the Prime Rate, the Three-Month Secondary CD Rate or the Federal
Funds Effective Rate shall be effective on the effective day of such change in
the Prime Rate, the Three-Month Secondary CD Rate or the Federal Funds
Effective Rate, respectively.

            (b) Except as set forth in subsection 0, each determination of an
interest rate by the Administrative Agent pursuant to any provision of this
Agreement shall be conclusive and binding on the Company and the Lenders, in
the absence of manifest error.

        4.13  Pro Rata Treatment and Payments.  (a)  Each borrowing by the
Company of Loans shall be made ratably by the Lenders in accordance with the
respective Commitment Percentages of the Lenders.

            (b) Whenever any payment received by the Administrative Agent under
this Agreement or any Note is insufficient to pay in full all amounts then due
and payable to the Administrative Agent and the Lenders under this Agreement
and the Notes:

                  (i) If the Administrative Agent has not received a Payment
      Sharing Notice (or if the Administrative Agent has received a Payment
      Sharing Notice but the Event of Default specified in such Payment Sharing
      Notice has been cured or waived pursuant to subsection 0), such payment
      shall be distributed by the Administrative Agent and applied

<PAGE>
                                                                             33


      by the Administrative Agent and the Lenders in the following order:
      first, to the payment of fees and expenses due and payable to the
      Administrative Agent under and in connection with this Agreement; second,
      to the payment of all expenses due and payable under subsection 0,
      ratably among the Lenders in accordance with the aggregate amount of such
      payments owed to each such Lender; third, to the payment of fees due and
      payable under subsections 0 and 0, and ratably among the Lenders in
      accordance with the Commitment Percentage of each Lender of the
      Commitment for which such payment is owed; fourth, to the payment of
      interest then due and payable on the Loans and under the Notes and in
      respect of the Reimbursement Obligations, ratably in accordance with the
      aggregate amount of interest owed to each such Lender; fifth, to the
      payment of the principal amount of the Loans and the Notes and the
      Reimbursement Obligations which is then due and payable and, in the case
      of payments under any guarantee, to the payment of any other obligations
      to any Lender (or Affiliate) not covered in first through fourth above
      ratably guaranteed under any such guarantee, ratably among the Lenders in
      accordance with the aggregate principal amount and, in the case of
      payments under any guarantee, the obligations secured or guaranteed
      thereby owed to each such Lender (or Affiliate); and sixth, to the
      payment of any other outstanding Payment Obligations, ratably among the
      Lenders in accordance with the aggregate amount owed to each Lender; and
      any balance remaining after payment in full of all Payment Obligations
      shall be returned to the Company; or

                  (ii) If the Administrative Agent has received a Payment
      Sharing Notice which remains in effect (or, if the Event of Default
      specified therein has been waived pursuant to subsection 0), all payments
      received by the Administrative Agent under this Agreement or any Note
      shall be distributed by the Administrative Agent and applied by the
      Administrative Agent and the Lenders in the following order: first, to
      the payment of all amounts described in clauses "first" through "third"
      of the foregoing clause (i), in the order set forth therein; second, to
      the payment of the interest accrued on all Loans and Notes regardless of
      whether any such amount is then due and payable, and the Reimbursement
      Obligations then due and owing ratably among the Lenders in accordance
      with the aggregate accrued interest owed to each such Lender; and third,
      to the payment of the principal amount of all Loans and Notes and in
      respect of the Reimbursement Obligations and, in the case of payments
      under any guarantee, to the payment of any other obligations to any
      Lender (or Affiliate) not covered in first and second above ratably
      guaranteed under any such guarantee, regardless of whether any such
      amount is then due and payable, ratably among the Lenders in accordance
      with the aggregate principal amount and, in the case of payments under
      any guarantee, the obligations guaranteed thereby owed to each such
      Lender (or Affiliate); and fourth, to the payment of any other Payment
      Obligations, ratably among the Lenders in accordance with the aggregate
      amount owed to each Lender; and any balance remaining after payment in
      full of all Payment Obligations shall be returned to the Company.

            (c) All payments (including prepayments) to be made by the Company
on account of principal, interest and fees shall be made without set-off or
counterclaim and shall be made to the Administrative Agent for the account of
the Lenders at the office of the Administrative Agent specified in subsection
11.2, or at such other location as the Administrative Agent may direct on or
prior to 1:00 P.M., New York City time, in lawful money of the United States
and in 

<PAGE>
                                                                             34


immediately available funds. The Administrative Agent shall distribute
such payments in accordance with the provisions of subsection 0 promptly upon
receipt in like funds as received.

            (d) If any payment hereunder (other than payments on Eurodollar
Loans) becomes due and payable on a day other than a Business Day, such payment
shall be extended to the next succeeding Business Day and, with respect to
payments of principal, interest thereon shall be payable at the then applicable
rate during such extension. If any payment hereunder on a Eurodollar Loan
becomes due and payable on a day other than a Working Day, the maturity thereof
shall be extended to the next succeeding Working Day unless the effect of such
extension would be to extend such payment into another calendar month, in which
event such payment shall be made on the immediately preceding Working Day.

            (e) Unless the Administrative Agent shall have been notified by
telephone, confirmed in writing, by any Lender prior to a borrowing date that
such Lender will not make the amount which would constitute its Commitment
Percentage of the borrowing to be made on such date available to the
Administrative Agent, on such borrowing date the Administrative Agent may
assume that such Lender has made such amount available to the Administrative
Agent and, in reliance upon such assumption, make available to the Company a
corresponding amount. If such amount is made available to the Administrative
Agent on a date after such borrowing date, such Lender shall pay to the
Administrative Agent on demand an amount equal to the product of (i) the daily
average Federal Funds Effective Rate during such period as determined by the
Administrative Agent times (ii) such amount times (iii) a fraction of which the
numerator is the number of days from and including such borrowing date to the
date on which such amount becomes immediately available to the Administrative
Agent and of which the denominator is 360. A certificate of the Administrative
Agent submitted to any Lender with respect to any amounts owing under this
paragraph (e) shall be conclusive, in the absence of manifest error. If such
amount is not in fact made available to the Administrative Agent by such Lender
within three Business Days after such borrowing date, the Administrative Agent
shall be entitled to recover such amount, with interest thereon at the rate per
annum then applicable to Alternate Base Rate Loans hereunder, within eight
Business Days after demand, from the Company.

        4.14  Payments on Account of Loans and Fees. All payments and 
prepayments hereunder shall be made in accordance with subsection 0(c).


            SECTION 5.  REPRESENTATIONS AND WARRANTIES

            In order to induce the Lenders and the Administrative Agent to
enter into this Agreement and to make the Loans hereunder, the Company hereby
represents and warrants to each of them that:

        5.1  Corporate Existence. Each of the Company and its Subsidiaries is
duly organized, validly existing and in good standing under the laws of the
jurisdiction of its incorporation, has the corporate power to own its assets
and to transact the business in which it is presently engaged, is duly
qualified as a foreign corporation and in good standing under the laws of each
jurisdiction where its ownership or lease of property or the conduct of its
business requires such qualification, except where all such failures to so
qualify and be in good standing would not, in the aggregate, be reasonably
likely to have a Material Adverse Effect and is in 

<PAGE>
                                                                             35


compliance with all Requirements of Law except to the extent that the failure
to comply therewith would not, in the aggregate be reasonably likely to have a
Material Adverse Effect.

       5.2  Corporate Power. (a) The Company has the corporate power, authority
and legal right to execute, deliver and perform this Agreement and the other
Credit Documents to which it is a party and to borrow hereunder. The Company
has taken as of the Closing Date all necessary corporate action to authorize
the borrowings on the terms and conditions of this Agreement and the other
Credit Documents. The Company has taken as of the Closing Date all necessary
corporate action to authorize the execution, delivery and performance of this
Agreement and the other Credit Documents to which it is a party.

            (b) No consent of any other Person (including, without limitation,
stockholders or creditors of the Company or any of its Subsidiaries), and no
consent, license, permit, approval or authorization of, exemption by, or
registration, filing or declaration with, any Governmental Authority is
required in connection with the execution, delivery, performance, validity or
enforceability of this Agreement, the Applications and the Notes and the
Guarantees other than (i) those which have been obtained or made and remain in
full force and effect and (ii) those which, in the aggregate, would not be
reasonably likely to have a Material Adverse Effect if not obtained or made.

            (c) This Agreement and the other Credit Documents to which it is a
party have been executed and delivered by a duly authorized officer of the
Company and constitute the legal, valid and binding obligations of the Company,
enforceable against it in accordance with their terms except as enforceability
may be limited by bankruptcy, insolvency, moratorium, reorganization or other
similar laws affecting creditors' rights generally and except as enforceability
may be limited by general principles of equity.

       5.3  No Legal Bar to Loans. The execution, delivery and performance by
the Company of this Agreement, the Applications and the Notes will not violate
any Contractual Obligation or material Requirement of Law to which the Company
or any of its Subsidiaries is a party, or by which the Company or any of its
Subsidiaries or any of their respective material properties or assets may be
bound, and will not result in the creation or imposition of any Lien on any of
their respective material properties or assets pursuant to the provisions of
any Contractual Obligation except pursuant to the Credit Documents.

       5.4  No Material Litigation. No litigation, suit, action, investigation,
inquiry or other proceeding is presently pending or, to the knowledge of the
Company, threatened against Holdings or any of its Subsidiaries or any of its
or their properties or assets, by or before any arbitrator or any Governmental
Authority and no preliminary or permanent injunction or order by a state or
federal court has been entered in connection with any Credit Document or any of
the transactions contemplated hereby or thereby, which in any of such cases
would be reasonably likely to have a Material Adverse Effect, and all
applicable waiting periods have expired without any action being taken or
threatened by any Governmental Authority which would restrain, prevent or
otherwise impose material adverse conditions on the transactions contemplated
hereby or which would be reasonably likely to have a Material Adverse Effect.

       5.5  No Default. Neither Holdings nor any of its Subsidiaries is in
default in the payment or performance of any obligations or in the performance
of any Contractual Obligation to 

<PAGE>
                                                                             36


which it is a party or by which it or any of its properties or assets may be
bound, except to the extent that such defaults, in the aggregate, would not be
reasonably likely to have a Material Adverse Effect. No Default hereunder has
occurred and is continuing. Neither Holdings nor any of its Subsidiaries is in
default under any order, award or decree of any court, arbitrator or
Governmental Authority binding upon or affecting it or by which any of its
material properties or assets is bound or affected, and no such order, award or
decree or any default thereunder would be reasonably likely to have a Material
Adverse Effect.

        5.6  Ownership of Properties; Liens. Except as is or would be permitted
pursuant to subsection 8.2, each of the Company and its Subsidiaries has good
and marketable title to all its owned real properties, subject to no Lien
(other than Permitted Exceptions), and has good title to all its personal
properties and assets, subject to no Lien (other than Permitted Exceptions).

        5.7  Taxes. Each of the Company and its Subsidiaries has timely filed or
caused to be timely filed all material tax returns (including, without
limitation, information returns) which to the knowledge of the Company or any
of its Subsidiaries are required to be filed, and has paid all taxes shown to
be due and payable on said returns or on any assessments made against them
(other than those being contested in good faith by appropriate proceedings for
which adequate reserves (in accordance with GAAP) have been provided on the
books of the Company or such Subsidiary, as the case may be), and no tax liens
have been filed (other than those relating to taxes which are not yet due and
payable or which are being contested as aforesaid). The Tax Allocation
Agreement is in full force and effect.

        5.8  ERISA. No Reportable Event has occurred during the immediately
preceding six-year period with respect to any Plan that resulted or would be
reasonably likely to result in any unpaid liability that would be reasonably
likely to have a Material Adverse Effect, and each Plan (other than any
Multiemployer Plan or any multiemployer health or welfare plan) has complied
and has been administered in all material respects with the applicable
provisions of ERISA and the Code. The amount by which the present value of all
accrued benefits under each Single Employer Plan maintained by the Company or
any of its Subsidiaries or any Commonly Controlled Entity (based on those
assumptions used to fund the Plans), as of the last annual valuation date
applicable thereto, exceeds the value of the assets of each such Plan allocable
to such benefits, in the aggregate for all such Plans as to which such present
value of benefits exceeds the value of its assets (the "Unfunded Pension
Amount"), is less than $5,000,000, when aggregated with the Potential
Withdrawal Liability. Neither the Company nor any of its Subsidiaries nor any
Commonly Controlled Entity has during the immediately preceding six-year period
had a complete or partial withdrawal from any Multiemployer Plan that resulted
or would be reasonably likely to result in any unpaid withdrawal liability
under Section 4201 of ERISA that would be reasonably likely to have a Material
Adverse Effect, and the withdrawal liability under Section 4201 of ERISA to
which the Company or any of its Subsidiaries or any Commonly Controlled Entity
would become subject under ERISA if the Company or any of its Subsidiaries or
any such Commonly Controlled Entity were to withdraw completely from all
Multiemployer Plans as of the most recent valuation date applicable thereto
(the "Potential Withdrawal Liability") is not in excess of $5,000,000, when
aggregated with the Unfunded Pension Amount. Neither the Company nor any of its
Subsidiaries nor any Commonly Controlled Entity has received notice that any
Multiemployer Plan is in Reorganization or Insolvent where such Reorganization
or Insolvency has resulted, or would be reasonably likely to result in an
unpaid liability that would be reasonably likely to have a Material Adverse
Effect nor, to the best knowledge of the Company or 

<PAGE>
                                                                             37


any of its Subsidiaries, is any such Reorganization or Insolvency reasonably
likely to occur. The obligations of the Company and each of its Subsidiaries
and each Commonly Controlled Entity for post retirement benefits to be provided
to their current and former employees under Plans which are welfare benefits
plans (as defined in Section 3(l) of ERISA) are not reasonably likely to have a
Material Adverse Effect, when aggregated with their obligations with respect to
the Unfunded Pension Amount and the Potential Withdrawal Liability.

        5.9  Financial Condition. The consolidated balance sheet of the
Company as of December 31, 1996 and the related consolidated statements of
earnings and stockholders' equity and cash flows for the fiscal year ended on
such date, certified by Ernst & Young LLP, present fairly the consolidated
financial position of the Company and its Subsidiaries as at such date, and the
consolidated results of their operations and cash flows for the fiscal year
then ended. The unaudited consolidated balance sheet of the Company as at June
30, 1997, and the related unaudited consolidated statements of earnings and
stockholders' equity and cash flows for the fiscal period ended on such date
present fairly the consolidated financial position of the Company and its
Subsidiaries as of such date, and the consolidated results of their operations
and cash flows for the fiscal period then ended (subject to normal year-end
audit adjustments and subject to the absence of footnotes). All such financial
statements, including the related schedules and notes thereto, have been
prepared in accordance with GAAP applied consistently throughout the periods
involved except as disclosed in the notes thereto. Neither the Company nor any
of its Subsidiaries has any material Contingent Obligation or any material
obligation, liability or commitment, direct or contingent (including, without
limitation, any liability for taxes or any material forward or long-term
commitment), which is not (a) reflected in the foregoing statements or in the
notes thereto or (b) permitted to be incurred under this Agreement.

        5.10  No Change. Since December 31, 1996, there has been no material
adverse change in the business, condition (financial or otherwise), operations,
performance, properties or prospects of either of (i) the Company or (ii) the
Company and its Subsidiaries taken as a whole.

        5.11  Federal Regulations. No part of the proceeds of any Loans will be
used for "purchasing" or "carrying" any "margin stock" in violation of
Regulations G, T, U and X of the Board of Governors of the Federal Reserve
System as now and from time to time hereafter in effect. If requested by any
Lender or the Administrative Agent at any time or from time to time, the
Company will furnish to the Administrative Agent and each Lender a statement to
the foregoing effect in conformity with the requirements of FR Form U-1 or G-3
referred to in said Regulations U and G, respectively.

        5.12  Not an "Investment Company". Neither the Company nor any of its
Subsidiaries is an "investment company," or a company "controlled" by an
"investment company", within the meaning of the Investment Company Act of 1940,
as amended. Neither the Company nor any of its Subsidiaries is subject to
regulation under any federal or state statute or regulation which limits its
ability to incur indebtedness.

        5.13  Intellectual Property. Each of the Company and its Subsidiaries
owns, or is licensed to use, all trademarks, tradenames, copyrights, patents,
technology, know-how and processes necessary for the conduct of its business as
currently conducted that are material to the business, condition (financial or
otherwise), operations, performance, properties or prospects of the Company and
its Subsidiaries taken as a whole (the "Intellectual Property"). No claim has

<PAGE>
                                                                             38


been asserted and is pending by any Person with respect to the use of any such
Intellectual Property, or challenging or questioning the validity or
effectiveness of any such Intellectual Property and the Company and its
Subsidiaries do not know of any valid basis for any such claim, nor does the
use of such Intellectual Property by the Company and its Subsidiaries infringe
on the rights of any Person, except to the extent of such claims and
infringements which would not (including, without limitation, any liability
arising therefrom), in the aggregate, be reasonably likely to have a Material
Adverse Effect.

        5.14  Environmental Matters. Except to the extent that the failure of
the representations and warranties set forth in this subsection 0 to be true
and correct would not be reasonably likely to have a Material Adverse Effect,
to the best knowledge of the Company and its Subsidiaries:

                  (i) each parcel of real property owned or leased by the
      Company or any of its Subsidiaries (the "Real Property") does not contain
      any Hazardous Materials in concentrations which violate any applicable
      Environmental Laws governing the use, storage, treatment, transportation,
      manufacture, refinement, handling, production or disposal of Hazardous
      Materials;

                  (ii) the Real Property is in compliance with all
      Environmental Laws, including, without limitation, all applicable
      federal, state and local standards and requirements regarding the
      generation, treatment, storage, handling, use or disposal of Hazardous
      Materials at the Real Property, and there is no Hazardous Materials
      contamination which could materially interfere with the continued
      operation of the Real Property or materially impair the fair saleable
      value thereof;

                  (iii) neither the Company nor any of its Subsidiaries has
      received any notice of violation or advisory action by any Governmental
      Authority regarding environmental control matters or permit compliance
      with regard to the Real Property, nor is the Company nor any Subsidiary
      aware that any Governmental Authority is contemplating delivering to the
      Company or any of its Subsidiaries any such notice;

                  (iv) Hazardous Materials have not been transferred from the
      Real Property to any other location in violation of any applicable
      Environmental Laws; and

                  (v) there are no governmental administrative actions or
      judicial proceedings pending or, threatened under any Environmental Laws
      to which the Company or any of its Subsidiaries is or will be named as a
      party with respect to the Real Property.

        5.15  Models and Pro Forma Balance Sheet. The financial models
(including projections for the period from the Closing Date through the
Termination Date) and the pro forma financial statements adjusted to give
effect to the Note Redemption and the financings contemplated hereby contained
in the confidential information memorandum delivered to the Lenders in October
1997 were prepared in good faith on the basis of the assumptions stated
therein, which assumptions (a) were reasonable in light of conditions existing
at the time of delivery of such models and pro forma financial statements and,
in all material respects, on the Closing Date, and (b) represented, at the time
of delivery and on the Closing Date, the Company's best estimate of future
financial performance.

<PAGE>
                                                                             39

        5.16  Disclosure. No information, schedule, exhibit or report or other
document furnished by the Company or any of its Subsidiaries to the
Administrative Agent or any Lender in connection with the negotiation of this
Agreement or pursuant to the terms of this Agreement, as such information,
schedule, exhibit or report or other document has been amended, supplemented or
superseded by any other information, schedule, exhibit or report or other
document later delivered to the same parties receiving such information,
schedule, exhibit or report or other document, contained any material
misstatement of fact or omitted to state a material fact or any fact necessary
to make the statements contained therein, in light of the circumstances when
made, not materially misleading; provided that in the case of information,
schedules, exhibits or reports or other documents made, delivered or prepared
by Persons other than the Company, its Subsidiaries and their agents, such
representation and warranty is subject to the qualification that it is true and
correct only to the knowledge of the Company and its Subsidiaries.

        5.17  Solvency. The aggregate value of all of the assets of the Company
and its Subsidiaries on a consolidated basis, at a fair valuation, exceeds the
total liabilities of the Company and its Subsidiaries on a consolidated basis
(including contingent, subordinated, unmatured and unliquidated liabilities).
Each of the Company and its Subsidiaries has the ability to pay its debts as
they mature and each of the Company and its Subsidiaries does not have
unreasonably small capital with which to conduct its business. For purposes of
this subsection 0, the "fair valuation" of such assets shall be determined on
the basis of that amount which may be realized within a reasonable time, in any
manner through realization of the value of or dispositions of such assets at
the regular market value, conceiving the latter as the amount which could be
obtained for the properties in questions within such period by a capable and
diligent business person from an interested buyer who is willing to purchase
under ordinary selling conditions.

        5.18  Guarantees. The provisions of each Guarantee are effective to
create a legal, valid, binding and enforceable guarantee of the obligations
described therein, except as enforceability may be limited by bankruptcy,
insolvency, reorganization, moratorium or similar laws affecting the
enforcement of creditors' rights generally and by general equitable principles.

        5.19  Matters Relating to Subsidiaries. The Company has no Subsidiaries
on the Closing Date, other than those set forth on Schedule 5.19. The Company
has notified the Administrative Agent in writing of each Subsidiary created or
acquired after the Closing Date and has complied with the provisions of
subsection 8.17 with respect to each such Subsidiary.

        5.20  Labor Matters. There are no strikes or other labor disputes 
against the company or any of its Subsidiaries pending or, to the knowledge of
the Company, threatened that (individually or in the aggregate) would be
reasonably likely to have a Material Adverse Effect. Hours worked by and
payment made to employees of the Company and its Subsidiaries have not been in
violation of the Fair Labor Standards Act or any other applicable Requirement
of Law dealing with such matters that (individually or in the aggregate) could
reasonably be expected to have a Material Adverse Effect. All payments due from
the Company or any of its Subsidiaries on account of employee health and
welfare insurance that (individually or in the aggregate) would be reasonably
likely to have a Material Adverse Effect if not paid, have been paid or accrued
as a liability on the books of the Company or the relevant Subsidiary.

<PAGE>
                                                                             40


        5.21  Whitman Indemnity. The Indemnification Agreement is in full force
and effect and constitutes a legal, valid and binding obligation of Whitman in
favor of the Company, enforceable in accordance with its terms.

           SECTION 6.  CONDITIONS PRECEDENT

        6.1  Conditions to Initial Extensions of Credit. The agreement of each
Lender to make the initial extensions of credit (regardless of whether such
extensions of credit are to be made in the form of Loans or Letters of Credit)
requested to be made by it shall be subject to the satisfaction or waiver by
such Lender of the following conditions precedent (the date on which said
conditions are satisfied or waived, being herein called the "Closing Date") on
or before November 17, 1997:

            (a)  Credit Agreement.  The Administrative Agent shall have
      received this Agreement duly executed and delivered by a duly
      authorized officer of the Company, each Lender and the Administrative
      Agent;

            (b) Notes. The Administrative Agent shall have received, for the
      account of each Lender which has so requested, a Note conforming to the
      requirements hereof and executed and delivered by a duly authorized
      officer of the Company;

            (c) Guarantees. The Administrative Agent shall have received each
      Guarantee (other than the Guarantees delivered pursuant to subsection
      8.17), duly executed and delivered by a duly authorized officer of the
      Guarantor or Guarantors parties thereto;

            (d) Lien Searches. The Administrative Agent shall have received the
      results of Lien searches, conducted by a search service reasonably
      satisfactory to the Administrative Agent, and the Administrative Agent
      shall be satisfied that no Liens are outstanding on the property or
      assets of the Company and its Domestic Subsidiaries, other than any such
      Liens (i) which are permitted pursuant to the terms of the Credit
      Documents or (ii) as to which the Administrative Agent has received
      documentation reasonably satisfactory to it evidencing the termination of
      such Liens;

            (e) Corporate Proceedings of Loan Parties. The Administrative Agent
      shall have received (a) certified copies of the Charter and by-laws of
      each Loan Party and (b) the resolutions, in form and substance reasonably
      satisfactory to the Administrative Agent, of the Board of Directors of
      each Loan Party, authorizing in each case the execution, delivery and
      performance of this Agreement, the Notes and the other Credit Documents
      to which such Loan Party is a party, in each case certified by the
      Secretary or an Assistant Secretary of such Loan Party as of the Closing
      Date and each such certificate shall state that the resolutions thereby
      certified have not been amended, modified, revoked or rescinded as of the
      date of such certificate;

            (f) Incumbency Certificates for Loan Parties. The Administrative
      Agent shall have received a certificate of the Secretary or an Assistant
      Secretary (or analogous officer) of each Loan Party dated the Closing
      Date, as to the incumbency and signature of the officers of such Loan
      Party executing each of this Agreement, the Notes and each other Credit
      Document to which such Loan Party is a party, and any certificate or
      other 

<PAGE>
                                                                             41


      documents to be delivered by it pursuant thereto, together with evidence
      of the incumbency of such Secretary or Assistant Secretary as the case
      may be;

            (g)  Certain Legal Opinions.  The Administrative Agent shall have
      received executed legal opinions of:

                  (i)  Paul, Weiss, Rifkind, Wharton & Garrison, as counsel
            to the Company, substantially in the form of Exhibit B-1; and

                  (ii) the General Counsel (or other person reasonably
            acceptable to the Administrative Agent) of the Company,
            substantially in the form of Exhibit B-2.

      Each of the foregoing legal opinions shall be accompanied by copies of
      the legal opinions, if any, upon which such counsel rely, and in each
      case shall contain such changes thereto as may be approved by, and as
      shall otherwise be in form and substance reasonably satisfactory to, the
      Administrative Agent and shall cover such other matters incident to the
      transactions contemplated by the Credit Documents as the Administrative
      Agent may reasonably require. Each of the counsel delivering the
      foregoing legal opinions is expressly instructed to deliver its opinion
      for the benefit of each of the Administrative Agent and each other holder
      of the Payment Obligations;

            (h) Existing Credit Agreement. The Company shall have given
      irrevocable notice pursuant to the terms of the Existing Credit
      Agreement, terminating in whole the loan commitments of the lenders
      thereunder. All principal and interest, if any, outstanding under, and
      all fees or other amounts then due under, the Existing Credit Agreement
      shall have been paid in full, or the payment thereof shall have been
      arranged in a manner reasonably acceptable to the Administrative Agent
      (and such payment in full shall be made within one Business Day following
      the Closing Date); and the Administrative Agent shall have received a
      certificate of the Company to the foregoing effect;

            (i) Termination of Existing Security Documents. The Administrative
      Agent shall have received evidence satisfactory to it that (i) all
      "Security Documents" (as defined in the Existing Credit Agreement) have
      been terminated and (ii) all collateral security delivered under such
      Security Documents has been released and returned;

            (j)  Reimbursement Agreement.  The Reimbursement Agreement and
      any agreements, instruments or other documents executed or outstanding
      in connection therewith shall have been terminated in all respects and
      any amounts thereunder shall have been paid in full;

            (k) Fees. The Administrative Agent shall have received, for the
      accounts of the Lenders and the Administrative Agent, all accrued fees
      and expenses owing hereunder or in connection herewith to the
      Administrative Agent and the Lenders (including, without limitation,
      accrued fees and disbursements of counsel to the Administrative Agent),
      to the extent that such fees and expenses have been presented for payment
      a reasonable time prior to the Closing Date;

<PAGE>
                                                                             42


            (l) Financial Statements. The Lenders shall have received (i)
      satisfactory audited consolidated financial statements of the Company for
      the two most recent fiscal years ended prior to the Closing Date as to
      which such financial statements are available and (ii) satisfactory
      unaudited interim consolidated financial statements of the Company
      certified by a senior officer of the Company for each fiscal month and
      quarterly period ended subsequent to the date of the latest financial
      statements delivered pursuant to clause (i) of this paragraph as to which
      such financial statements are available;

            (m) Legal Investment. The making of the Loans and other extensions
      of credit hereunder shall be permitted on the Closing Date as a legal
      investment by the laws, rules and regulations of the State of New York
      and by each jurisdiction to which the Lenders may be subject (without
      resort to any or any so-called "basket" provision of such laws, including
      without limitation Section 1405(8) of the New York Insurance Laws); and
      the Lenders shall have received such certificates or other evidence as
      they may reasonably request demonstrating the legality of such purchase
      under such laws, rules and regulations;

            (n)  Financial Models and Pro Forma Balance Sheet.  The
      Administrative Agent shall have received financial models and pro forma
      balance sheet referenced in subsection 5.15;

            (o) Consents and Approvals. The Administrative Agent shall have
      received true and correct copies (in each case, certified as to
      authenticity on such date by a duly authorized officer of the Company) of
      all documents and instruments necessary or reasonably advisable under any
      Requirement of Law or by Contractual Obligation of the Company or any of
      its Subsidiaries, in connection with the execution, delivery,
      performance, validity and enforceability of any Credit Document and the
      continuing operations of the Company and its Subsidiaries, other than any
      consents, authorizations and filings for which the failure to make or
      obtain would not be reasonably likely to have a Material Adverse Effect;
      such consents, authorizations and filings shall be reasonably
      satisfactory in form and substance to the Administrative Agent and shall
      be in full force and effect. The Administrative Agent shall have received
      a certificate of a Responsible Officer of the Company stating that such
      consents, licenses and approvals are in full force and effect;

            (p)  Redemption of Senior Subordinated Notes.  The Note
      Redemption of the Senior Subordinated Notes shall have been consummated
      concurrently with the initial funding of the Loans at a redemption
      price of 105.9375%;

            (q) No Litigation. No litigation, suit, action, investigation,
      inquiry or other proceeding by or before any arbitrator or any
      Governmental Authority shall be pending and no preliminary or permanent
      injunction or order by a state or federal court shall have been entered
      in connection with any Credit Document or any of the transactions
      contemplated hereby or thereby or otherwise which in any of such cases
      would be reasonably likely to have a material adverse effect on (a) the
      business, assets, operations, condition (financial or otherwise) or
      prospects of Holdings and its Subsidiaries taken as a whole, (b) their
      ability to perform their obligations under the Credit Documents or (c)
      the rights and remedies of the Lenders, and all applicable waiting
      periods shall have expired without any action being taken or threatened
      by any Governmental Authority which would 

<PAGE>
                                                                             43


      restrain, prevent or otherwise impose material adverse conditions on the
      transactions contemplated hereby;

            (r)  No New Information.  The Lenders shall not have become aware
      of any previously undisclosed information which would be reasonably
      likely to have a Material Adverse Effect;

            (s) No Defaults. There shall exist no event of default (or
      condition which would constitute an event of default with the giving of
      notice or the passage of time) under any Capital Stock, financing
      agreements, lease agreements or other contracts of Holdings or any of its
      Subsidiaries which event of default or condition, in the aggregate with
      all other then-existing events of default and conditions, would be
      reasonably likely to (i) have a Material Adverse Effect or (ii)
      materially adversely affect the ability of the Company to consummate the
      Note Redemption;

            (t)  Related Agreements.  The Administrative Agent shall have
      received true and correct copies of the Tax Allocation Agreement and
      the Transaction Agreements; and

            (u) Additional Matters. All corporate and other proceedings, and
      all documents, instruments and other legal matters in connection with the
      transactions contemplated by the Credit Documents shall be reasonably
      satisfactory in form and substance to the Administrative Agent and its
      counsel.

          6.2  Conditions to Each Extension of Credit. The agreement of each
Lender to make any Loan requested to be made by it on any date and the
agreement of the Issuing Lender to issue any Letter of Credit to be issued by
it on any date (including, without limitation, its initial extension of credit)
is subject to the satisfaction of the following conditions precedent:

            (a) Representations and Warranties. Each of the representations and
      warranties made by each party to each Credit Document in or pursuant to
      this Agreement or any other Credit Document, or contained in any
      certificate or financial statement furnished at any time under or in
      connection with this Agreement or any other Credit Document shall be true
      and correct in all material respects on and as of such date as if made on
      and as of such date, both before and after giving effect to such Loan,
      and to all other extensions of credit to be made on such date and the use
      of the proceeds thereof; and

            (b) No Default. No Event of Default and no Default shall have
      occurred and be continuing on such date or after giving effect to the
      extensions of credit requested to be made on such date.

Each borrowing by the Company or issuance of a Letter of Credit hereunder shall
constitute a representation and warranty by the Company, as of the date of such
borrowing or issuance, that the conditions contained in paragraphs (a) and (b)
of this subsection 0 have been satisfied.


            SECTION 7  AFFIRMATIVE COVENANTS

<PAGE>
                                                                             44


            The Company hereby agrees that, until the Payment Obligations have
been Fully Satisfied:

        7.1  Financial Statements.  The Company will furnish to each Lender,
through the Administrative Agent:

            (a) as soon as available, but in any event within 105 days after
      the end of each fiscal year of the Company, a copy of the audited
      consolidated balance sheet of the Company and its Subsidiaries as at the
      end of such year and the related consolidated statements of earnings and
      stockholders' equity and cash flows for such year, setting forth in each
      case in comparative form the figures for the previous year, certified
      without a "going concern" or like qualification or exception, or
      qualification arising out of the scope of the audit, by independent
      certified public accountants of nationally recognized standing not
      unacceptable to the Required Lenders;

            (b) as soon as available, but in any event within 105 days after
      the end of each fiscal year of the Company, a copy of the consolidating
      balance sheet of the Company and its Subsidiaries as at the end of such
      year and the related consolidating statements of earnings for such year,
      setting forth in each case in comparative form the figures for the
      previous year, certified by a Responsible Officer;

            (c) as soon as available, but in any event within 50 days after the
      end of each of the first three fiscal quarters in each fiscal year of the
      Company, a copy of the unaudited consolidated balance sheet of the
      Company and its Subsidiaries as at the end of each such quarter and the
      related unaudited consolidated statements of earnings and stockholders'
      equity and cash flows for such quarterly period and the portion of the
      fiscal year through such date, setting forth in each case in comparative
      form the figures for the previous year, certified by a Responsible
      Officer (subject to normal year-end audit adjustments); and

            (d) as soon as available, but in any event within 50 days after the
      end of the first three fiscal quarters in each fiscal year of the
      Company, a copy of the unaudited consolidating balance sheet of the
      Company and its Subsidiaries as at the end of each such quarter and the
      related unaudited consolidating statements of earnings for such quarterly
      period and the portion of the fiscal year through such date, setting
      forth in each case in comparative form the figures for the previous year,
      certified by a Responsible Officer (subject to normal year-end audit
      adjustments).

            All financial statements referred to in this subsection 0 shall be
prepared in reasonable detail and in accordance with GAAP applied consistently
throughout the periods reflected therein (except as approved by such
accountants or Responsible Officer, as the case may be, and disclosed therein).

<PAGE>
                                                                             45


        7.2  Certificates; Other Information.  The Company will furnish to
each Lender, through the Administrative Agent:

            (a) concurrently with the delivery of the financial statements
      referred to in subsection 0, a certificate of the independent certified
      public accountants certifying such financial statements stating that in
      making the examination necessary therefor no knowledge was obtained of
      any Default or Event of Default, except as specified in such certificate;

            (b) concurrently with the delivery of the financial statements
      referred to in subsections 0 through (d), a certificate of a Responsible
      Officer (i) stating that, to the best of such Responsible Officer's
      knowledge, the Company during such period has observed or performed in
      all material respects all of its covenants and other agreements, and
      satisfied in all material respects every condition, contained in the
      Credit Documents to be observed, performed or satisfied by it, and that
      such officer has obtained no knowledge of any Default or Event of
      Default, except as specified in such certificate, and (ii) showing in
      detail the calculations supporting such statement in respect of
      subsection 0;

            (c) within 60 days following the commencement of each fiscal year,
      the budget for the Company and its Subsidiaries for such fiscal year,
      showing each quarter separately;

            (d) promptly upon receipt thereof, copies of all audit reports
      submitted to the Company by independent public accountants in connection
      with each interim or special audit of the books of the Company or any of
      its Subsidiaries made by such accountants;

            (e) within five days after the same are sent, copies of all
      financial statements and reports which Holdings sends to its stockholders
      or holders of its publicly traded equity securities or Indebtedness
      pursuant to Section 13 or 15(d) of the Exchange Act, and within five days
      after the same are filed, copies of all financial statements and reports
      which the Company or Holdings may make to, or file with, the Securities
      and Exchange Commission; and

            (f) promptly, such additional documents and financial and other
      information with respect to Holdings and its Subsidiaries as the
      Administrative Agent or any Lender may from time to time reasonably
      request.

        7.3  Payment of Obligations. The Company will, and will cause each of
its Subsidiaries to, pay, discharge or otherwise satisfy at or before maturity
or before they become delinquent, as the case may be, all its Indebtedness and
other material obligations of whatever nature, except when the amount or
validity thereof is then being contested in good faith by appropriate
proceedings and reserves with respect thereto to the extent, if any, required
by GAAP have been provided on the books of the Company or such Subsidiary, as
the case may be. Notwithstanding anything to the contrary in the foregoing
sentence, the Company shall not be in default under this subsection 0 unless
the aggregate amount of non-contested Indebtedness or obligations which it and
its Subsidiaries have so failed to pay, discharge or satisfy before they become
delinquent and which remain delinquent at the time of determination is more
than $2,000,000 in the aggregate.

<PAGE>
                                                                             46


        7.4  Conduct of Business and Maintenance of Existence. Except as
permitted by this Agreement, the Company and its Subsidiaries will continue to
engage in business of the same general type as now conducted by the Company and
its Subsidiaries; and, except as permitted by this Agreement, the Company will,
and will cause each of its Subsidiaries to, preserve, renew and keep in full
force and effect its corporate existence and take all reasonable action to
maintain all rights, privileges and franchises necessary or desirable in the
normal conduct of its business, except as otherwise permitted pursuant to
subsections 0 and 0 and except that the Company and its Subsidiaries may fail
to maintain any such rights, privileges and franchises which in the Company's
business judgment are not necessary in the best interests of the Company to be
maintained, and comply with all Contractual Obligations and Requirements of Law
except to the extent that all failures to comply therewith would not in the
aggregate, be reasonably likely to have a Material Adverse Effect. The Company
and its Subsidiaries will not make any material change in its present method of
conducting business.

        7.5  Maintenance of Property; Insurance. The Company will, and will
cause each of its Subsidiaries to, (a) keep all property useful and necessary
in its business in good working order and condition, except where the failure
to do so would not, in the aggregate, be reasonably likely to have a Material
Adverse Effect and (b) maintain with financially sound and reputable insurance
companies insurance on such of its property and against such liabilities in at
least such amounts and against at least such risks as are customarily insured
against in the same general area by companies engaged in the same or a similar
business and furnish to the Administrative Agent, upon written request, and to
each Lender which makes a written request through the Administrative Agent,
reasonable information as to the insurance carried.

        7.6  Inspection of Property; Books and Records; Discussions. The 
Company will, and will cause each of its Subsidiaries to, (a) keep proper books
of accounts and records in which entries in conformity in all material respects
with all Requirements of Law shall be made of all dealings and transactions in
relation to its businesses and activities and which shall permit the
preparation of financial statements in conformity with GAAP and (b) permit
representatives of any Lender to visit and inspect such of its properties as
such Lender may request through the Administrative Agent and (during such visit
or inspection, or otherwise upon request through the Administrative Agent)
examine and make abstracts from such of its books and records as it may
reasonably request at any reasonable time and as often as may reasonably be
desired, and to discuss the business, condition (financial or otherwise),
performance, properties and prospects of the Company and its Subsidiaries with
officers and employees of the Company and its Subsidiaries and with its then
independent certified public accountants.

        7.7  Notices.  The Company will promptly give notice to each Lender,
through the Administrative Agent, and the Administrative Agent:

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

            (b) of any default or event of default by Holdings or any of its
      Subsidiaries under any Contractual Obligation of Holdings or any of its
      Subsidiaries or the institution of, or the occurrence of any material
      adverse change in the status or likely result of, any litigation,
      investigation or proceeding which may exist at any time between Holdings
      or any of its Subsidiaries and any Governmental Authority or any other
      Person which, in any of the foregoing cases, would be reasonably likely
      to have a Material Adverse Effect;

<PAGE>
                                                                             47


            (c) of (i) any violation or noncompliance by Holdings or any of its
      Subsidiaries or, to the best of its knowledge, any other Person of any
      Environmental Laws which would be reasonably likely to have a Material
      Adverse Effect or (ii) any liability or potential liability to Holdings
      or any of its Subsidiaries or, to the best of its knowledge, to any other
      Person under, any Environmental Laws which would be reasonably likely to
      have a Material Adverse Effect;

            (d) of any of the following events, as soon as possible, and in any
      event, within 30 days after the Company knows or has reason to know
      thereof:

                        (i)  the occurrence or expected occurrence of any
            Reportable Event with respect to any Plan; or

                        (ii) the institution of proceedings or the taking or
            expected taking of any other action by PBGC or the Company or any
            Commonly Controlled Entity to terminate, withdraw or partially
            withdraw from any Plan and with respect to a Multiemployer Plan,
            the Reorganization or Insolvency of such Plan;

      if such Reportable Event, termination, withdrawal or partial withdrawal
      (and, in the case of any Multiemployer Plan, its Reorganization or
      Insolvency) would be reasonably likely to result in liability to the
      Company and its Subsidiaries, in the aggregate, in excess of $5,000,000;
      and

            (e) of a material adverse change in the business, condition
      (financial or otherwise), operations, performance, properties or
      prospects of the Company and its Subsidiaries taken as a whole, or of any
      event which would be reasonably likely to have a Material Adverse Effect.

Each notice pursuant to this subsection 7.7 shall be accompanied by a statement
of a Responsible Officer of the Company setting forth details of the occurrence
referred to therein and stating what action the Company proposes to take with
respect thereto.

        7.8  Maintenance of Corporate Identity. The Company will operate its
businesses and those of its Subsidiaries, and maintain their records,
independently from any Person (a "Parent") which, directly or indirectly, is in
control (as defined in Rule 12b-2 under the Exchange Act) of the Company and
independently from any Subsidiary of such Parent other than the Company and its
Subsidiaries; and the Company will maintain bank accounts separate from the
bank accounts of each Parent of the Company and act solely in its own corporate
name and through its own authorized officers and agents.

        7.9  Environmental Laws.  The Company will, and will cause each of its
Subsidiaries to:

            (a) comply with and require compliance by all tenants and
      subtenants, if any, with all Environmental Laws and obtain and comply in
      all respects with and maintain, and require that all tenants and
      subtenants obtain and comply with and maintain, any and all licenses,
      approvals, registrations or permits required by Environmental Laws,
      except to 

<PAGE>
                                                                             48


      the extent that the failure to do so would not be reasonably likely to
      have a Material Adverse Effect;

            (b) conduct and complete all investigations, studies, sampling and
      testing, and all remedial, removal and other actions required under
      Environmental Laws and promptly comply in all respects with all lawful
      orders and directives of all Governmental Authorities respecting
      Environmental Laws, except (i) to the extent that the failure to perform
      any of the obligations contained in this clause (b) would not be
      reasonably likely to have a Material Adverse Effect or (ii) to the extent
      that such obligations are being contested in good faith by appropriate
      proceedings and the pendency of such proceedings would not be reasonably
      likely to have a Material Adverse Effect; and

            (c) defend, indemnify and hold harmless the Administrative Agent
      and the Lenders, and their respective employees, agents, officers and
      directors, from and against any claims, demands, penalties, fines,
      liabilities, settlements, damages, costs and expenses of whatever kind or
      nature, known or unknown, contingent or otherwise, arising out of, or in
      any way relating to the violation of or noncompliance with any
      Environmental Laws by the Company or any of its Subsidiaries, or any
      orders, requirements or demands of Governmental Authorities related
      thereto, including without limitation reasonable attorney and consultant
      fees, investigation and laboratory fees, court costs and litigation
      expenses, except to the extent that any of the foregoing arise out of the
      gross negligence or willful misconduct of the party seeking
      indemnification therefor. The agreements in this subsection 0 shall
      survive the payment of the Loans, the Notes, and all other amounts
      payable hereunder.

           7.10  Intellectual Property. (a) The Company will, to the extent
permitted by Title 15 of the United States Code, submit, and will cause each of
its Domestic Subsidiaries to submit, to the United States Patent and Trademark
Office for registration or recordation, as applicable:

             (i) a completed application for trademark registration, in such
      class or classes as is in conformity with its ordinary business practice
      then obtaining, of each Trademark acquired or adopted and used or
      intended to be used by it, with respect to any mark which, in the
      Company's reasonable judgment, is a Significant Trademark; and

            (ii) with respect to any interest acquired after the date hereof by
      the Company or any of its Subsidiaries in a Significant Trademark, any
      appropriate assignment to the Company or such Domestic Subsidiary of the
      interest acquired by it in the United States in such Significant
      Trademark, including, without limitation, all previously unrecorded
      assignments to the Company's or such Domestic Subsidiary's
      predecessors-in-interest of which the Company or any Domestic Subsidiary
      is or becomes aware.

The Company will, and will cause each of its Domestic Subsidiaries to, use its
respective best efforts to comply with all requirements of the Lanham Act and
the rules and regulations thereunder, as from time to time in effect, or other
applicable law necessary in order to validly register and maintain the
registration of any such Significant Trademark with the United States Patent
and Trademark Office, except as permitted pursuant to subsections 7.4, 8.4 and
8.5.

<PAGE>
                                                                             49


            (b) The Company will, to the extent permitted by Title 35 of the
United States Code, submit, and will cause each of its Domestic Subsidiaries to
submit, to the United States Patent and Trademark Office for issuance or
recordation, as applicable:

             (i) an application for letters patent for each patentable
      invention acquired by or invented by or for it which invention is of such
      a nature that the Company or its Subsidiaries in accordance with its
      ordinary business practice then obtaining would file an patent
      application in the United States Patent and Trademark Office with respect
      to it; and

            (ii) with respect to any interest acquired after the date hereof by
      the Company or any of its Subsidiaries in a material Patent, any
      appropriate assignment to the Company or such Domestic Subsidiary of the
      interest acquired by it in the United States in such Patent, including,
      without limitation, all previously unrecorded assignments to the
      Company's or such Domestic Subsidiary's predecessors-in-interest of which
      the Company or any Domestic Subsidiary is or becomes aware.

The Company will, and will cause each of its Domestic Subsidiaries to, use its
respective best efforts to comply with all requirements of the United States
Patent Act and the rules and regulations thereunder, as from time to time in
effect, or other applicable law necessary in order to validly obtain and
maintain any material Patent with the United States Patent and Trademark
Office, except as permitted pursuant to subsections 7.4, 8.4 and 8.5.

            (c) Notwithstanding anything to the contrary contained in this
subsection 7.10, the Company and its Subsidiaries shall have the right to
license their respective Patents and Trademarks to third parties on an arms'
length basis.

         SECTION 8.  NEGATIVE COVENANTS

            The Company hereby agrees that, until the Payment Obligations are
Fully Satisfied:

           8.1  Financial Covenants.  The Company will not:

            (a) Leverage. Permit the Leverage Ratio as of the last day of any
fiscal quarter set forth below to exceed the ratio set forth below opposite
such fiscal quarter:

<PAGE>
                                                                             50



             Fiscal Quarter                     Leverage Ratio
             --------------                     --------------
            December 31, 1997                    3.50 to 1.00
            March 31, 1998                       3.50 to 1.00
            June 30, 1998                        3.50 to 1.00
            September 30, 1998                   3.50 to 1.00
            December 31, 1998                    3.00 to 1.00
            March 31, 1999                       3.00 to 1.00
            June 30, 1999                        3.00 to 1.00
            September 30, 1999                   3.00 to 1.00
            Thereafter                           2.75 to 1.00

            (b) Interest Coverage. Permit the Interest Coverage Ratio as of the
last day of any fiscal quarter to be less than 3.00 to 1.00; provided that for
the purposes of determining the Interest Coverage Ratio for the fiscal quarters
of the Company ending December 31, 1997, March 31, 1998, June 30, 1998 and
September 30, 1998, Consolidated Interest Expense for the relevant period shall
equal the product of (I) Consolidated Interest Expense for the period (the
"Interim Period") between the Closing Date and such fiscal quarter end date,
and (II) a fraction the numerator of which is 365 and the denominator of which
is the number of days in such Interim Period.

        8.2  Limitation on Liens. The Company will not, and will not permit
any of its Subsidiaries to, create, incur, assume or suffer to exist any Lien
upon any of their properties, assets (including shares of Capital Stock) or
revenues, whether now owned or hereafter acquired, except for the following
(collectively, "Permitted Exceptions"):

            (a) Liens for taxes not yet due or which are being contested in
      good faith and by appropriate proceedings if adequate reserves with
      respect thereto are maintained on the books of the Company or any of its
      Subsidiaries, as the case may be, in accordance with GAAP;

            (b) carriers', warehousemen', mechanics', materialmen', repairmen'
      or other like Liens arising in the ordinary course of business which are
      not overdue for a period of more than 30 days or which are being
      contested in good faith and by appropriate proceedings;

            (c)  pledges or deposits in connection with workmen's
      compensation, unemployment insurance and other social security
      legislation;

            (d) deposits to secure the performance of bids, trade contracts
      (other than for borrowed money), government contracts, leases, statutory
      obligations, surety and appeal bonds, performance bonds and other
      obligations of a like nature incurred and statutory or contractual
      bankers' Liens on monies held in bank accounts in the ordinary course of
      business;

            (e) easements, rights-of-way, restrictions and other similar
      encumbrances incurred in the ordinary course of business which do not in
      any case materially detract from the 

<PAGE>
                                                                             51


      value of the property subject thereto or interfere with the ordinary
      conduct of the business of the Company or any of its Subsidiaries;

            (f) Liens in favor of the United States for amounts paid by the
      Company or any of its Subsidiaries as progress payments under government
      contracts entered into by them;

            (g) attachment, judgment or other similar Liens arising in
      connection with court or arbitration proceedings, provided that the same
      are discharged, or that execution or enforcement thereof is stayed
      pending appeal, within 30 days or (in the case of any execution or
      enforcement pending appeal) such lesser time during which such appeal may
      be taken;

            (h) Liens granted in the ordinary course of business of the Company
      or any of its Subsidiaries in favor of issuers of documentary or trade
      letters of credit for the account of the Company or such Subsidiary which
      support the purchase and/or importation of inventory of the Company and
      its Subsidiaries, which Liens secure the reimbursement obligations of the
      Company or such Subsidiary on account of such letters of credit; provided
      that each such Lien is limited to (i) the assets acquired or shipped with
      the support of such letter of credit and (ii) any assets of the Company
      or such Subsidiary which are in the care, custody or control of such
      issuer in the ordinary course of business;

            (i) possessory Liens in favor of brokers and dealers arising in
      connection with the acquisition or disposition of investments of the type
      permitted by subsection 8.7(a)(ii); provided that such Liens (i) attach
      only to such investments and (ii) secure only obligations incurred in the
      ordinary course and arising in connection with the acquisition or
      disposition of such investments and not any obligation in connection with
      margin financing;

            (j)  Liens set forth in Schedule 8.2(j);

            (k)  Liens on the assets of any Foreign Subsidiary securing
      obligations of such Foreign Subsidiary permitted hereunder;

            (l) Liens securing Indebtedness in an aggregate amount at any one
      time outstanding not in excess of $1,000,000 incurred to purchase or
      finance the purchase of real or personal property; provided that (i) such
      Liens shall be created substantially simultaneously with the purchase of
      such property, (ii) such Liens do not at any time encumber any property
      other than the property financed by such Indebtedness, (iii) the amount
      of Indebtedness is not increased and (iv) the principal amount of
      Indebtedness secured by any such Lien shall at no time exceed 100% of the
      purchase price of such property;

            (m) Liens on the property or assets of a corporation which becomes
      a Subsidiary after the date hereof securing Indebtedness of such
      Subsidiary or Contingent Obligations permitted by subsection 8.3(d),
      provided that (i) such Liens and Indebtedness or Contingent Obligations
      existed at the time such corporation became a Subsidiary and were not
      created in anticipation thereof, (ii) any such Lien is not spread to
      cover any other property or assets of such corporation after the time
      such corporation becomes a 

<PAGE>
                                                                             52


      Subsidiary, (iii) the amount of Indebtedness or Contingent Obligation
      secured thereby is not increased and (iv) immediately after giving effect
      to the incurrence of such Lien, no Default or Event of Default shall have
      occurred and be continuing; and

            (n) any extension, renewal or replacement of the foregoing;
      provided that the Liens permitted by this paragraph shall not extend to
      or cover any additional Indebtedness or Property (other than a
      substitution of like Property).

        8.3  Limitation on Contingent Obligations. The Company will not, and
will not permit any of its Subsidiaries to, agree to, or assume or incur, or
otherwise in any way be or become responsible or liable, directly or
indirectly, with respect to, any Contingent Obligation other than:

            (a)  the guarantees made by the Domestic Subsidiaries pursuant to
      the Subsidiaries Guarantee;

            (b) Contingent Obligations of any Subsidiary of the Company in the
      nature of a guarantee of Indebtedness or other obligations of the Company
      or any other wholly-owned Subsidiary of the Company (including, without
      limitation, any wholly-owned Subsidiary incurring such Contingent
      Obligations);

            (c) Contingent Obligations of the Company in the nature of
      guarantees of Indebtedness or other obligations of any of its
      wholly-owned Subsidiaries to the extent such Indebtedness or other
      obligations, as the case may be, is not prohibited by this Agreement; and

            (d) Contingent Obligations of a corporation which becomes a
      Subsidiary after the date hereof, provided that (i) such Contingent
      Obligations existed at the time such corporation became a Subsidiary and
      were not created in anticipation thereof and (ii) immediately after
      giving effect to the acquisition of such corporation no Default or Event
      of Default shall have occurred and be continuing.

        8.4  Limitation on Fundamental Changes. The Company will not, and will
not permit any of its Subsidiaries to, enter into any transaction in the nature
of merger or consolidation or amalgamation, or liquidate, wind up or dissolve
itself (or suffer any liquidation or dissolution), convey, sell, lease, assign,
transfer or otherwise dispose of, in one transaction or a series of related
transactions, all or a substantial part of the business or assets of the
Company, or enter into any such transaction or series of related transactions
with regard to a group of Subsidiaries which, if merged into a single
Subsidiary, would constitute a substantial part of the business or assets of
the Company, or acquire by purchase or otherwise all or substantially all the
business or assets of, or Capital Stock or other evidences of beneficial
ownership of, any Person, except that:

            (a) any Subsidiary of the Company (i) may be merged or consolidated
      with or into, or its assets liquidated and distributed to, the Company,
      provided that the Company shall be the continuing or surviving
      corporation or (ii) may be merged or consolidated with or into, or its
      assets liquidated and distributed to, any one or more wholly-owned
      Subsidiaries of the Company; provided that no Domestic Subsidiary may be
      merged or 

<PAGE>
                                                                             53


      consolidated with or into a Foreign Subsidiary unless a Domestic
      Subsidiary is the continuing or surviving entity and no Domestic
      Subsidiary may have its assets liquidated and distributed to any Foreign
      Subsidiary;

            (b) any Subsidiary of the Company may sell, lease, transfer or
      otherwise dispose of any or all of its assets (upon voluntary liquidation
      or otherwise) to the Company or a wholly-owned Subsidiary of the Company;
      provided that no Domestic Subsidiary may sell, lease transfer or
      otherwise dispose of any of its assets to any Foreign Subsidiary other
      than in the ordinary course of business; and

            (c)  the Company and its Subsidiaries may make acquisitions and
      purchases permitted by subsection 8.7.

        8.5  Limitation on Sale of Assets. The Company will not, and will not
permit any of its Subsidiaries to, sell, lease, assign, transfer or otherwise
dispose of any of its assets (including, without limitation, receivables and
leasehold interests), whether now owned or hereafter acquired, or, in the case
of any of the Subsidiaries of the Company, issue any shares of Capital Stock
(other than any director's qualifying shares), to any Person other than the
Company or any of its Subsidiaries, except:

            (a)  as permitted by subsections 8.2 or 8.4;

            (b) the sale or other disposition (including abandonment) of any
      property (including intellectual property rights) which has become
      uneconomic, obsolete or worn out and which is disposed of in the ordinary
      course of business;

            (c)  the sale of inventory in the ordinary course of business;

            (d) licensing agreements entered into with respect to Trademarks,
      Patents, trade secrets or know-how in the ordinary course of business;
      and

            (e) from the Closing Date sales and other dispositions of property
      not having a value together with all other sales and dispositions
      pursuant to this clause (e) in excess of the lesser of (i) 5% of the
      consolidated assets of the Company as of the last day of the most recent
      fiscal period for which financial statements have been delivered pursuant
      to subsection 7.1 and (ii) $5,000,000.

        8.6  Limitation on Restricted Payments. The Company will not, and will
not permit any of its Subsidiaries to, make any Restricted Payment, except that
the following Restricted Payments may be made:

            (i) Restricted Payments to Holdings in amounts equal to the amounts
      required for Holdings to pay franchise and similar taxes and other fees
      required to maintain its corporate existence;

            (ii) Restricted Payments necessary for Holdings, the Company and
      any of its Subsidiaries to pay federal, state and local taxes to the
      extent such taxes are attributable to the operations of the Company and
      its Subsidiaries;

<PAGE>
                                                                             54


            (iii) So long as no Default or Event of Default has occurred and is
      continuing at the time such Restricted Payment is made or would result
      therefrom, commencing with the 1998 fiscal year, Restricted Payments in
      an aggregate amount not to exceed an amount equal to 25% of Adjusted
      Consolidated Net Income for the prior fiscal year; and

            (iv) Dividend by the Company to Holdings of all of the issued and
      outstanding capital stock of Jensen-Kelly Corporation.

        8.7  Limitation on Investments, Loans and Advances. The Company will
not, and will not permit any of its Subsidiaries to, make or commit to make any
advance, loan, extension of credit or capital contribution to, or purchase any
Capital Stock, bonds, notes, debentures or other securities of, or make any
other investment in, any Person (other than the Company or any of its
Subsidiaries), except that:

            (a) investments by the Company and its Subsidiaries in (i)
      accounts, contract rights and chattel paper (as defined in the Uniform
      Commercial Code), put and call foreign exchange options and foreign
      exchange forwards and futures to the extent necessary to hedge foreign
      exchange exposures and notes receivable, arising or acquired in the
      ordinary course of business and in Rate Hedging Agreements and (ii) Cash
      Equivalents;

            (b)  investments by Foreign Subsidiaries in investments of a type
      similar to Cash Equivalents made outside of the United States;

            (c)  extensions of trade credit in the ordinary course of
      business;

            (d) the Company and its Subsidiaries may acquire and own
      investments (including debt obligations) received in connection with the
      bankruptcy or reorganization of suppliers and customers or in settlement
      of delinquent obligations of, and other disputes with, customers and
      suppliers arising out of the ordinary course of business; provided that
      the Company and its Subsidiaries have paid no new consideration (other
      than forgiveness of Indebtedness or other obligations) therefor;

            (e) advances to suppliers in the ordinary course of business in an
      amount not exceeding in the aggregate $1,000,000 at any time outstanding
      to any one supplier or an aggregate for the Company and its Subsidiaries
      of $2,000,000 at any time outstanding; provided that each such advance,
      is required to be repaid within 180 days of the making of such advance;

            (f) so long as no Default or Event of Default shall have occurred
      and be continuing, or would result therefrom (including, without
      limitation, compliance with subsection 8.14), other investments in
      Persons not to exceed $5,000,000 in the aggregate at any time (and such
      investments to be measured by their fair market value at the time of the
      investment); and

            (g) loans and advances to officers, directors and employees in the
      ordinary course of business not to exceed $1,000,000 in the aggregate at
      any time outstanding.

<PAGE>
                                                                             55



        8.8  Sale and Leaseback. The Company will not, and will not permit any
of its Subsidiaries to, enter into any arrangement with any Person whereby the
Company shall sell or transfer any property, real or personal, whether now
owned or hereafter acquired, and thereafter rent or lease such property.

        8.9  Limitation on Transactions with Affiliates. The Company will not,
and will not permit any of its Subsidiaries to, enter into any transaction
(including, without limitation, any purchase, sale, lease or exchange of
property or the rendering of any service) with any Affiliate of the Company
unless such transactions are not otherwise prohibited under this Agreement, are
in the ordinary course of business and are upon fair and reasonable terms no
less favorable to the Company or such Subsidiary, as the case may be, than it
would obtain in a comparable arm's length transaction with a Person not an
Affiliate; provided that nothing contained in this subsection shall be deemed
to prohibit any transaction described in or contemplated by the agreements (the
"Transaction Agreements") listed on Schedule 8.9 (as such agreements may be
amended, supplemented or otherwise modified from time to time with, to the
extent that such amendment, supplement or modification would be reasonably
likely to have a material adverse effect on the rights or interests of the
Administrative Agent or the Lenders, the consent of the Required Lenders).

        8.10  Accounting Changes. (a) The Company will not, and will not permit
any of its Subsidiaries to, make or permit to be made any change in accounting
policies affecting the presentation of financial statements or reporting
practices from those employed by it on the date hereof, unless (i) such changes
are required or permitted by GAAP, (ii) such changes are disclosed to the
Lenders through the Administrative Agent or otherwise and (iii) if requested by
the Administrative Agent, relevant prior financial statements are reconciled
(in form and detail satisfactory to the Administrative Agent) to show
comparative results and reconciliations.

            (b) Notwithstanding anything to the contrary contained herein,
compliance with the financial covenants contained in subsection 0 shall be
determined based upon GAAP as in effect on the date of this Agreement.

            (c) The Company will not permit its fiscal year to end on a date
other than December 31.

        8.11  Indebtedness.  The Company will not, and will not permit any of
its Subsidiaries to, create, incur or suffer to exist any Indebtedness except:

            (a)  Indebtedness to the Lenders hereunder and under the other
      Credit Documents;

            (b) Indebtedness outstanding on the date hereof and listed in
      Schedule 8.11(b), and other Indebtedness outstanding on the date hereof
      in an aggregate principal amount not to exceed $250,000;

            (c)  Indebtedness of (i) Subsidiaries to the Company or to other
      Subsidiaries and (ii) the Company to any of its Subsidiaries;

            (d)  Indebtedness of the Company and its Subsidiaries secured by
      Liens permitted by subsection 8.2(l) hereof;

<PAGE>
                                                                             56


            (e) Indebtedness of EVD in an aggregate principal amount not to
      exceed $3,500,000 at any time; provided that no such Indebtedness has a
      term in excess of one year;

            (f)  Indebtedness of Foreign Subsidiaries, other than EVD, in an
      aggregate principal amount not to exceed $250,000 at any time; and

            (g) obligations arising under Capital Leases in an aggregate
      principal amount not to exceed $500,000.

        8.12  Limitation on Modifications of Tax Allocation Agreement. The
Company will not and will not permit any of its Subsidiaries to modify or waive
any provision of the Tax Allocation Agreement to the extent such amendment,
modification or waiver would be reasonably likely to have a material adverse
effect on the interests of the Lenders hereunder and under the other Loan
Documents.

        8.13  Limitation on Negative Pledge Clauses. The Company will not, and
will not permit any of its Subsidiaries to, enter into with any Person any
agreement, other than this Agreement, which prohibits or limits the ability of
the Company or any of its Subsidiaries to create, incur, assume or suffer to
exist any Lien upon any of its property, assets or revenues, whether now owned
or hereafter acquired; provided that any of the Company and its Subsidiaries
may enter into any such agreement to the extent that such agreement is in
connection with a Lien permitted by subsection 8.2 or a sale of assets
permitted by section 8.5 and any such prohibitions or limitations apply only to
the Property encumbered by such Lien or subject to such sale.

        8.14  Limitation on Lines of Business. The Company will not, and will 
not permit any of its Subsidiaries to, principally engage in any business or
activity other than the business conducted by the Company and its Subsidiaries
on the Closing Date and businesses and activities reasonably related thereto.

        8.15  Limitation on Restrictions on Subsidiary Distributions. The 
Company will not, and will not permit any of its Subsidiaries to, enter into or
suffer to exist or become effective any consensual encumbrance or restriction
on the ability of any Subsidiary of the Company to (a) pay dividends or make
any other distributions in respect of any Capital Stock of such Subsidiary held
by, or pay any Indebtedness owed to, the Company or any other Subsidiary of the
Company, (b) make loans or advances to the Company or any other Subsidiary of
the Company or (c) transfer any of its assets to the Company or any other
Subsidiary of the Company, except for such encumbrances or restrictions
existing under or by reason of (i) any restrictions existing under the Credit
Documents, (ii) any restrictions with respect to a Subsidiary imposed pursuant
to an agreement which has been entered into in connection with the disposition
of all or substantially all of the Capital Stock or assets of such Subsidiary
or (iii) any restrictions with respect to the Company or any of its
Subsidiaries imposed pursuant to an agreement which has been entered into in
connection with a Lien permitted by subsection 8.2 or a sale of assets
permitted by subsection 8.5 and any such prohibitions or limitations apply only
to the Property encumbered by such Lien or subject to such sale.

<PAGE>
                                                                             57


        8.16  Limitation on Activities of Holdings. In the case of Holdings,
notwithstanding anything to the contrary in this Agreement or any other Credit
Document, (a) conduct, transact or otherwise engage in, or commit to conduct,
transact or otherwise engage in, any business or operations other than those
incidental to its ownership of the Capital Stock of the Company, (b) incur,
create, assume or suffer to exist any Indebtedness or other liabilities or
financial obligations, except (i) nonconsensual obligations imposed by
operation of law, (ii) pursuant to the Credit Documents to which it is a party
and (iii) obligations with respect to its Capital Stock, or (c) own, lease,
manage or otherwise operate any properties or assets (other than cash and Cash
Equivalents) other than the ownership of shares of Capital Stock of the
Company.

        8.17  Limitation on Subsidiaries. The Company will not, and will not
permit any of its Subsidiaries to, create, acquire or otherwise suffer to exist
any Domestic Subsidiary unless such Domestic Subsidiary is party to a guarantee
substantially in the form of the Subsidiaries Guarantee and the Administrative
Agent has received such legal opinions and other such documents, instruments
and agreements (including, without limitation, any board resolutions and
incumbency certificates) as the Administrative Agent reasonably may request to
evidence the enforceability of such guarantee.

                    SECTION 9. EVENTS OF DEFAULT

            Upon the occurrence and during the continuance of any of the
following events:

            (a) Payments. Failure by the Company to pay any principal of or
      interest on any Loan or Note or any Reimbursement Obligation when due in
      accordance with the terms thereof and hereof, or failure by the Company
      to pay any fee or other amount payable in connection with any Credit
      Document within five days after the date when due; or

            (b) Representations and Warranties. Any representation or warranty
      made or deemed made by the Company or any Guarantor in any Credit
      Document or which is contained in any certificate or financial statement
      furnished at any time under or in connection herewith or therewith shall
      prove to have been incorrect, false or misleading in any material respect
      on or as of the date when made or deemed to have been made; or

            (c)  Negative Covenants.  Default by the Company or any of its
      Subsidiaries in the observance or performance of any negative covenant
      or agreement contained in Section 0; or

            (d) Other Covenants. Default by the Company or any Subsidiary in
      the observance or performance of any other covenant or agreement
      contained or incorporated by reference in this Agreement other than as
      provided in clauses (a) through (c) above, and such default shall
      continue unremedied for a period of 30 days; or

            (e)  Cross Default.  Holdings or any of its Subsidiaries shall
      Cross Default; or

            (f) Commencement of Bankruptcy or Reorganization Proceeding. (i)
      Holdings or any of its Subsidiaries shall commence any case, proceeding
      or other action (A) under any existing or future law of any jurisdiction,
      domestic or foreign, relating to bankruptcy, insolvency, reorganization
      or relief of debtors, seeking to have an order for relief entered 

<PAGE>
                                                                             58


      with respect to it, or seeking to adjudicate it as bankrupt or insolvent,
      or seeking reorganization, arrangement, adjustment, wind-up, liquidation,
      dissolution, composition or other relief with respect to it or its debts,
      or (B) seeking appointment of a receiver, trustee, custodian or other
      similar official for it or for all or any substantial part of its assets;
      or, (ii) there shall be commenced against Holdings or any of its
      Subsidiaries any such case, proceeding or other action referred to in
      subsection (i) which results in the entry of an order for relief or any
      such adjudication or appointment remains undismissed, undischarged or
      unbonded for a period of 60 days, provided that the Company, for itself
      and on behalf of each of its Subsidiaries, hereby expressly authorizes
      the Administrative Agent and each Lender to appear in any court
      conducting any such case, proceeding or other action during said 60-day
      period to preserve, protect and defend their rights under the Credit
      Documents; or (iii) there shall be commenced against Holdings or any of
      its Subsidiaries any case, proceeding or other action seeking issuance of
      a warrant of attachment, execution, distraint or similar process against
      all or any substantial part of its assets which results in the entry of
      an order for any such relief which shall not have been vacated,
      discharged, or stayed or bonded pending appeal within 60 days from the
      entry thereof; or (iv) Holdings or any of its Subsidiaries shall take any
      action authorizing, or in furtherance of, or indicating its consent to,
      approval of, or acquiescence in, any of the acts set forth above in this
      paragraph (h); or (v) Holdings or any of its Subsidiaries shall generally
      not, or shall be unable to, or shall admit in writing its inability to,
      pay its debts as they become due; or

            (g) ERISA. (i) Any Person shall engage in any "prohibited
      transaction" (as defined in Section 406 of ERISA or Section 4975 of the
      Code) involving any Plan, (ii) any "accumulated funding deficiency" (as
      defined in Section 302 of ERISA), whether or not waived, shall exist with
      respect to any Plan, (iii) a Reportable Event shall occur with respect
      to, or proceedings shall commence to have a trustee appointed, or a
      trustee shall be appointed, to administer or to terminate, any Single
      Employer Plan, which Reportable Event or commencement of proceedings or
      appointment of a trustee is, in the reasonable opinion of the Required
      Lenders, likely to result in the termination of such Plan for purposes of
      Title IV of ERISA, (iv) any Single Employer Plan shall terminate for
      purposes of Title IV of ERISA, (v) the Company or any Commonly Controlled
      Entity of the Company shall, or in the reasonable opinion of the Required
      Lenders is likely to, incur any liability in connection with a withdrawal
      from, or the Insolvency or Reorganization of, a Multiemployer Plan or
      (vi) any other event or condition shall occur or exist, with respect to a
      Plan; provided that, in each case in clauses (i) through (vi) above, such
      event or condition, together with all other such events or conditions, if
      any, would be reasonably likely to have a Material Adverse Effect; or

            (h) Change of Control. At any time on or after the Closing Date,
      Holdings shall fail to own, beneficially and of record, and control all
      of the issued and outstanding capital stock of the Company; or any Change
      of Control shall occur; or

            (i) Material Judgments. (i) One or more judgments or decrees shall
      be entered against Holdings or any of its Subsidiaries involving in the
      aggregate a liability (not covered by insurance) of $2,000,000 or more or
      (ii) any non-monetary judgment or order shall be rendered against
      Holdings or any of its Subsidiaries that is reasonably likely to have a
      Material Adverse Effect, and in the case of either clause (i) or (ii),
      there shall be 

<PAGE>
                                                                             59


      any period of 30 consecutive days during which a stay of enforcement of
      such judgment or order, by reason of a pending appeal or otherwise, shall
      not be in effect unless such judgment or order shall have been vacated,
      satisfied, discharged or bonded pending appeal; or

            (j) Effectiveness of the Guarantees. On or after the Closing Date,
      (i) for any reason (other than any act on the part of the Administrative
      Agent or any Lender or by its terms) any Guarantee ceases to be or is not
      in full force or (ii) the Company or any Guarantor shall assert in
      writing that any Guarantee has ceased to be or is not in full force and
      effect;

then, and in any such event, (x) if such event is an Event of Default specified
in clause (i), (ii) or (iii) of paragraph (f) of this Section with respect to
the Company, automatically the Commitments shall immediately terminate and the
Loans hereunder (with accrued interest thereon) and all other amounts owing
under this Agreement (including, without limitation, all amounts of L/C
Obligations, whether or not the beneficiaries of the then outstanding Letters
of Credit shall have presented the documents required thereunder) and the other
Credit Documents shall immediately become due and payable, and (y) if such
event is any other Event of Default, either or both of the following actions
may be taken: (i) with the consent of the Required Lenders, the Administrative
Agent may, or upon the request of the Required Lenders, the Administrative
Agent shall, by notice to the Company, declare the Commitments to be terminated
forthwith, whereupon the Commitments shall immediately terminate; and/or (ii)
with the consent of the Required Lenders, the Administrative Agent may, or upon
the request of the Required Lenders, the Administrative Agent shall, by notice
to the Company, declare all or any part of the Loans (with accrued interest
thereon) and any other amounts owing under this Agreement and the other Credit
Documents to be due and payable forthwith, whereupon the same shall immediately
become due and payable.

            With respect to all Letters of Credit with respect to which
presentment for honor shall not have occurred at the time of an acceleration
pursuant to the preceding paragraph, the Company shall at such time deposit in
a cash collateral account opened by the Administrative Agent an amount equal to
the aggregate then undrawn and unexpired amount of such Letters of Credit.
Amounts held in such cash collateral account shall be applied by the
Administrative Agent to the payment of drafts drawn under such Letters of
Credit, and the unused portion thereof after all such Letters of Credit shall
have expired or been fully drawn upon, if any, shall be applied to repay other
obligations of the Company hereunder and under the Notes. After all such
Letters of Credit shall have expired or been fully drawn upon, all
Reimbursement Obligations shall have been satisfied and all other obligations
of the Company hereunder and under the Notes then due and payable shall have
been paid in full, the balance, if any, in such cash collateral account shall
be returned to the Company. The Company hereby grants to the Administrative
Agent, for the ratable benefit of the Lenders, as collateral security for the
payment in full of the Payment Obligations, a security interest in all amounts
from time to time held in the cash collateral account maintained pursuant to
this paragraph.

            Except as expressly provided above in this Section 0, presentment,
demand, protest and all other notices of any kind are hereby expressly waived
to the maximum extent permitted by applicable law.

<PAGE>
                                                                             60



                SECTION 10. THE ADMINISTRATIVE AGENT

        10.1  Appointment. Each Lender hereby irrevocably designates and 
appoints The Chase Manhattan Bank (and each successor thereto which is
appointed in accordance with the provisions of subsection 0) as the
Administrative Agent under the Credit Documents and hereby irrevocably
authorizes The Chase Manhattan Bank (and any such successors thereto), as the
Administrative Agent for such Lender, to take such action, in the
Administrative Agent's discretion, on such Lender's behalf under the provisions
of the Credit Documents and to exercise such powers and perform such duties as
are expressly delegated to the Administrative Agent by the terms of the Credit
Documents, together with such other powers as are reasonably incidental
thereto. The Chase Manhattan Bank hereby accepts its appointment as the
Administrative Agent and the authorization set forth above. Notwithstanding any
provision to the contrary in the Credit Documents, the Administrative Agent
shall not have any duties or responsibilities, except those expressly set forth
in the Credit Documents, nor any fiduciary relationship with any Lender, and no
implied covenants, functions, responsibilities, duties, obligations or
liabilities shall be read into the Credit Documents or otherwise exist against
the Administrative Agent in such capacity.

        10.2  Delegation of Duties. The Administrative Agent may execute any of
its duties under the Credit Documents by or through agents or attorneys-in-fact
and shall be entitled to advice of counsel concerning all matters pertaining to
such duties. The Administrative Agent shall not be responsible for the
negligence or misconduct of any agents or attorneys-in-fact selected by it with
reasonable care.

        10.3  Exculpatory Provisions. Neither the Administrative Agent nor any
of its officers, directors, employees, agents, attorneys-in-fact or affiliates
shall be (a) liable to any of the Lenders for any action lawfully taken or
omitted to be taken by it or such Person under or in connection with the Credit
Documents (except for its or such Person's own gross negligence or willful
misconduct) or (b) responsible in any manner to any of the Lenders for any
recitals, statements, representations or warranties made by the Company or any
officer thereof contained in the Credit Documents or in any certificate,
report, statement or other document referred to or provided for in, or received
by it under or in connection with, the Credit Documents or for the value,
validity, effectiveness, genuineness, enforceability or sufficiency of the
Credit Documents (other than with respect to its own due execution and delivery
thereof) or the perfection of any security interest contemplated thereby or for
any failure of any party thereto (other than the Administrative Agent in such
capacity) to perform its obligations thereunder. The Administrative Agent shall
not be under any obligation to any Lender to ascertain or to inquire as to the
observance or performance of any of the agreements contained in, or conditions
of, the Credit Documents, or to inspect the properties, books or records of any
party to any thereof.

        10.4  Reliance by the Administrative Agent. The Administrative Agent
shall be entitled to rely, and shall be fully protected in relying, upon any
writing, resolution, notice, consent, certificate, affidavit, letter,
cablegram, telegram, telecopy, telex or teletype message, statement, order or
other document or conversation believed by it to be genuine and correct and to
have been signed, sent or made by the proper Person or Persons and upon advice
and statements of legal counsel (including, without limitation, counsel to the
Company), independent accountants and other experts selected by the
Administrative Agent. The Administrative Agent may deem and treat the payee of
any Note or on account of any Loan as the owner thereof for all 

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                                                                             61


purposes unless a written notice of assignment, negotiation or transfer thereof
shall have been filed with the Administrative Agent (in its capacity as such).
The Administrative Agent shall be fully justified in failing or refusing to
take any action under any Credit Document unless it shall have received such
advice or concurrence of the Required Lenders as it deems appropriate or it
shall have been expressly indemnified to its satisfaction by the Lenders or, at
its option, the Required Lenders against any and all liability and expense
which may be incurred by it by reason of taking or continuing to take any such
action (except that no such indemnification need include any indemnification
for any liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses or disbursements resulting solely from the
gross negligence or willful misconduct of the Administrative Agent). Each of
the Administrative Agent and its officers, directors, employees, agents,
attorneys-in-fact or affiliates shall in all cases be fully protected in
acting, or in refraining from acting, under the Credit Documents upon advice of
counsel or in accordance with a request of the Required Lenders (except in
cases in which a greater number of Lenders is required, in which case the
Administrative Agent and its officers, directors, employees, agents,
attorneys-in-fact or affiliates shall in all cases be fully protected in
acting, or in refraining from acting, under the Credit Documents in accordance
with a request of such Lenders), and such request, and any action taken or
failure to act pursuant thereto, shall be binding upon all the Lenders and all
future holders of the Loans and the Notes.

        10.5  Notice of Default. The Administrative Agent shall not be deemed
to have knowledge or notice of the occurrence of any Default or Event of
Default unless, the Administrative Agent has received notice from a Lender or
the Company referring to this Agreement, describing such Default or Event of
Default and stating that such notice is a "notice of default." In the event
that the Administrative Agent receives any such notice, it shall promptly give
notice thereof to the Lenders. The Administrative Agent shall take such action
with respect to any Default or Event of Default as shall be reasonably directed
by the Required Lenders, provided that, unless and until the Administrative
Agent shall have received any such directions, it may (but shall not be
obligated to) take such action (other than any such action under clause (y) of
Section 0), or refrain from taking such action, with respect to such Default or
Event of Default as it shall deem advisable in the best interests of the
Lenders.

        10.6  Non-Reliance on the Administrative Agent and the Other Lenders.
Each Lender expressly acknowledges that neither the Administrative Agent nor 
any of its officers, directors, employees, agents, attorneys-in-fact or 
affiliates has made any representations or warranties to it and that no act by 
it hereinafter taken, including any review of the affairs of the Company or any
Subsidiary or any Affiliate of any of the foregoing, shall be deemed to 
constitute any representation or warranty by the Administrative Agent to any 
Lender. Each Lender represents to the Administrative Agent that it has or will,
independently and without reliance upon the Administrative Agent or any other
Lender, and based on such documents and information as it has deemed or will
deem appropriate, made and will make its own appraisal of and investigation
into the business, operations, property, financial and other condition and
creditworthiness of the Company and its Subsidiaries and Affiliates and made
and will make its own decision to make its Loans and enter into the Credit
Documents to which it is or will be a party. Each Lender also represents that
it will, independently and without reliance upon the Administrative Agent or
any other Lender, and based on such documents and information as it shall deem
appropriate at the time, continue to make its own credit analysis, appraisals
and decisions in taking or not taking action under the Credit Documents, and to
make such investigation as it deems necessary to inform itself as to the
business, operations, property, financial and other condition and

<PAGE>
                                                                             62


creditworthiness of the Company and its Subsidiaries and Affiliates. Each
Lender acknowledges that no action on the part of the Administrative Agent
shall relieve such Lender from performing its own credit analysis and making
its own determination prior to, and from time to time after, its entering into
this Agreement with respect to the nature of the transaction contemplated
hereby and assuming any risks or disadvantages to it that may arise out of any
such determination. Except for notices, reports and other documents expressly
required to be furnished to the Lenders, or obtained, by the Administrative
Agent, under the Credit Documents, the Administrative Agent in such capacity
shall have no duty or responsibility to provide any Lender with any credit or
other information concerning the business, operations, property, financial and
other condition or creditworthiness of the Company and its Subsidiaries and
Affiliates which may come into its possession or the possession of any of its
officers, directors, employees, agents, attorneys-in-fact or affiliates.

        10.7  Indemnification. The Lenders agree to indemnify the
Administrative Agent (in its capacity as such) and its officers, directors,
employees, agents, attorneys-in-fact or affiliates, to the extent not
reimbursed by the Company and without limiting the obligation of the Company to
do so, ratably according to the respective amounts of their pro rata shares of
the Aggregate Commitment in effect on the date upon which indemnity is sought,
from and against any and all liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses or disbursements of any
kind whatsoever (including, without limitation, legal fees and disbursements)
which may at any time (including, without limitation, at any time following the
payment of the Loans or the Notes) be imposed on, incurred by or asserted
against the Administrative Agent, in such capacity, in any way relating to or
arising out of the Credit Documents, or any documents contemplated by or
referred to therein or the transactions contemplated thereby or any action
taken or omitted by the Administrative Agent, in such respective capacities,
thereunder or in connection therewith, provided that no Lender shall be liable
for the payment of any portion of such liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or disbursements
resulting from the gross negligence or willful misconduct of the Administrative
Agent, in such capacity, or, in the case of a claim against the Administrative
Agent, in such capacity, arising from a lawsuit against the Administrative
Agent if such Lender was not given notice of said lawsuit and an opportunity to
participate in the defense thereof at its own expense. The agreements in this
subsection 0 shall survive the payment of the Loans, the Notes, and all other
amounts payable hereunder.

        10.8  The Administrative Agent in Its Individual Capacity. The
Administrative Agent and its Affiliates may make loans to, accept deposits from
and generally engage in any kind of business with the Company and any of their
Subsidiaries or Affiliates as though it were not the Administrative Agent. With
respect to its Loans and any Notes or other promissory note issued to it, the
Administrative Agent shall have the same rights and powers under this Agreement
as any Lender and may exercise the same as though it were not the
Administrative Agent, and the terms "Lender" and "Lenders" shall include the
Administrative Agent in its individual capacity.

        10.9  Successor Administrative Agent. The Administrative Agent may 
resign as the Administrative Agent upon 30 days' notice to the Lenders and the
Company. If it shall resign as Administrative Agent, then the Required Lenders
shall appoint from among the Lenders a successor Administrative Agent for the
Lenders, which successor Administrative Agent shall be approved by the Company,
such approval not to be unreasonably withheld (or, if the Required Lenders and
the Company are unable to select such successor Administrative Agent within
such 

<PAGE>
                                                                             63


30-day period, a successor Administrative Agent shall be selected by the
Administrative Agent), whereupon such successor agent shall succeed to the
rights, powers and duties of the resigning Administrative Agent under all of
the Credit Documents, and the term "Administrative Agent" shall mean such
successor Administrative Agent effective upon its appointment, and the former
Administrative Agent's rights, powers and duties as the Administrative Agent
shall be terminated, without any other or further act or deed on the part of
such former Administrative Agent or any of the parties to this Agreement or any
holders of the Loans or the Notes. After any retiring Administrative Agent's
resignation hereunder or as Administrative Agent, as the case may be, the
provisions of this Section 10 shall inure to its benefit as to any actions
taken or omitted to be taken by it while it was the Administrative Agent under
the Credit Documents.

            Issuing Lender as Issuer of Letters of Credit. Each Lender hereby
acknowledges and agrees that the provisions of this Section 11 shall apply to
the Issuing Lender, in its capacity as issuer of the Letters of Credit, in the
same manner as such provisions are expressly stated to apply to the
Administrative Agent.

            10.11 Documentation Agent. The Documentation Agent, in its capacity
as such, shall not have any duties or any responsibilities hereunder nor any
fiduciary relationship with any Lender, and no implied covenants, functions,
responsibilities, duties, obligations or liabilities shall be read into this
Agreement or otherwise against the Documentation Agent in its capacity as such.


            SECTION 11.  MISCELLANEOUS

        11.1  Amendments and Waivers. (a) Except as set forth in the next
succeeding sentence, the Administrative Agent, on the one hand and the Company
or the Guarantors, as the case may be, as party thereto, on the other hand, may
from time to time with the written consent of the Required Lenders enter into
written amendments, supplements or modifications for the purpose of adding,
deleting or modifying any provision of any Credit Document or changing in any
manner the rights, remedies, obligations and duties of the parties thereto, and
the Administrative Agent, on behalf of the Lenders, may, with the written
consent of the Required Lenders, execute and deliver a written instrument
waiving, on such terms and conditions as may be specified in such instrument,
any of the requirements applicable to the Company or Guarantors party to any
Credit Document, or any Default or Event of Default and its consequences. No
such waiver, amendment, supplement or modification shall:

                  (i) without the written consent of each Lender directly
      affected thereby, extend the final scheduled maturity of any of the Loans
      or the Notes or any scheduled installment thereof, or reduce the rate or
      extend the time of payment of interest thereon, or reduce the principal
      amount thereof, or change the amount or terms (including, without
      limitation, fees and commissions) of any Commitment, or consent to the
      assignment or transfer by the Company of any of its rights and
      obligations under this Agreement, or reduce the percentages specified in
      the definitions of "Required Lenders" in Section 0, or amend, modify or
      waive any provision of this subsection 11.1;

                  (ii) without the written consent of Lenders holding 100% of
      the Aggregate Commitment, take any action having the effect of releasing
      any of the material guarantee obligations provided for in a Guarantee,
      except as set forth therein or in Section 11.9;


<PAGE>
                                                                             64

                  (iii) without the prior written consent of the Issuing Lender
      amend, supplement or otherwise modify Section 3 or any provisions of or
      directly applicable to any Letter of Credit; or

                  (iv) without the written consent of the then Administrative
      Agent and Issuing Lender, amend, modify or waive any provision of Section
      0.

Any such waiver and any such amendment, supplement or modification shall apply
equally to each of the Lenders and shall be binding upon the Lenders and all
future holders of any of the Loans and the Notes. In the case of such waiver,
the parties to the Credit Documents, the Lenders and the Administrative Agent
shall be restored to their former positions and rights hereunder and under the
Notes, and any Default or any Event of Default waived shall, to the extent
provided in such waiver, be deemed to be cured and not continuing; but, no such
waiver shall extend to any subsequent or other Default or Event of Default, or
impair any right consequent thereon. The Administrative Agent shall, as soon as
practicable, furnish a copy of each such amendment, supplement, modification or
waiver to each Lender.

            (b) To the extent that the execution, delivery or performance of
any Credit Document constitutes a Default or an Event of Default under (and as
defined in) the Existing Credit Agreement, each Lender hereunder which is a
party to the Existing Credit Agreement hereby waives such Default or Event of
Default.

            (c) To the extent that the existence or performance of any Basic
Document (as defined in the Existing Credit Agreement) constitutes a Default or
an Event of Default hereunder, each Lender hereunder hereby waives such Default
or Event of Default; provided that the Existing Credit Agreement is terminated
in the manner and at the time contemplated by subsection 6.1(h) hereof.

            (d) Each Lender hereby agrees that any Security Document under (and
as defined in) the Existing Credit Agreement, and any financing statement or
similar filing on account thereof, which remains in effect after the date
hereof shall be deemed not to constitute a "Lien" for purposes of this
Agreement; provided that such Security Documents are terminated in the manner
and at the time contemplated by subsection 6.1(i) hereof and the Company shall
use best efforts to terminate or cause to be terminated such filings upon the
termination of the Existing Credit Agreement.

<PAGE>
                                                                             65


        11.2  Notices. All notices, consents, requests and demands to or upon
the respective parties hereto to be effective shall be in writing and, unless
otherwise expressly provided herein, shall be deemed to have been duly given or
made when delivered by hand, or three Business Days after being deposited in
the mail, certified mail, return receipt requested, postage prepaid, or, in the
case of telecopy notice, when sent, addressed as follows in the case of the
Company and the Administrative Agent, and as set forth in Schedule 1.1(A)
hereto in the case of each of the other parties hereto, or to such address or
other address as may be hereafter notified by any of the respective parties
hereto or any future holders of the Loans or the Notes:

         The Company:   Pneumo Abex Corporation
                        (d/b/a Mafco Worldwide Corporation)
                        Third Street and Jefferson Avenue
                        Camden, New Jersey 08104
                        Attention:  Senior Vice President - Finance
                        Telecopy: (609) 964-6029


         The Administrative
           Agent and Issuing
           Lender:      The Chase Manhattan Bank
                        270 Park Avenue
                        New York, New York 10017
                        Attention:  Neil Boylan
                        Telecopy: (212) 270-1129

           with a copy to:

                        The Chase Manhattan Bank Agency
                          Services Corporation
                        Chase Manhattan Plaza
                        New York, New York 10081
                        Attention: Sandra Miklave
                        Telecopy: (212) 552-5658

provided that any notice, request or demand to or upon the Administrative Agent
or the Issuing Lender pursuant to Sections 2, 3 and 4 shall not be effective
until received.

        11.3  No Waiver; Cumulative Remedies. No failure to exercise and no 
delay in exercising, on the part of the Administrative Agent or any Lender, any
right, remedy, power or privilege hereunder, shall operate as a waiver thereof;
nor shall any single or partial exercise of any right, remedy, power or
privilege hereunder preclude any other or further exercise thereof or the
exercise of any other right, remedy, power or privilege. The rights, remedies,
powers and privileges herein provided are cumulative and not exclusive of any
rights, remedies, powers and privileges provided by law.

        11.4  Survival of Representations and Warranties. All representations 
and warranties made hereunder and in any document, certificate or statement
delivered pursuant 

<PAGE>
                                                                             66


hereto or in connection herewith shall survive the execution and delivery of
this Agreement and the Notes.

        11.5  Payment of Expenses and Taxes. The Company agrees (a) to pay or
reimburse the Administrative Agent for all of its reasonable out-of-pocket
costs and expenses incurred in connection with the preparation, execution and
delivery of, and any amendment, supplement or modification to, any Credit
Document and any other documents prepared in connection herewith, and the
consummation of the transactions contemplated hereby and thereby (including,
without limitation, the fees and disbursements of counsel to the Administrative
Agent, but not including any fees and expenses of counsel to the Lenders), (b)
to pay or reimburse each Lender, the Issuing Lender and the Administrative
Agent for all its reasonable costs and expenses incurred in connection with the
enforcement or preservation of any rights under the Credit Documents and any
such other documents, including, without limitation, fees and disbursements of
counsel to the Administrative Agent, the Issuing Lender and to the Lenders, (c)
to pay, indemnify, and to hold each Lender, the Issuing Lender and the
Administrative Agent harmless from, any and all recording and filing fees and
any and all liabilities with respect to, or resulting from any delay in paying,
stamp, excise and other similar taxes, if any, which may be payable or
determined to be payable in connection with the execution and delivery of, or
consummation of any of the transactions contemplated by, or any amendment,
supplement or modification of, or any waiver or consent under or in respect of,
the Credit Documents and any such other documents, and (d) to pay, indemnify,
and hold each Lender, the Issuing Lender, the Administrative Agent, the
Documentation Agent and the officers, directors, employees and agents thereof,
harmless from and against any and all other liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or disbursements
of any kind or nature whatsoever with respect to the execution, delivery,
consummation, enforcement, performance and administration of the Credit
Documents and the use by the Company of the proceeds of the Loans and other
extensions of credit hereunder (all of the foregoing, collectively, the
"indemnified liabilities"), provided that the Company shall have no obligation
hereunder with respect to indemnified liabilities arising from (i) the gross
negligence or willful misconduct of any such Lender, the Issuing Lender or of
the Administrative Agent, (ii) legal proceedings commenced against any such
Lender, the Issuing Lender or against the Administrative Agent by any security
holder or creditor (other than the Company, its Subsidiaries and its
Affiliates) thereof arising out of and based upon rights afforded any such
security holder or creditor solely in its capacity as such, (iii) legal
proceedings commenced against any such Lender or the Issuing Lender by any
other Lender or by the Administrative Agent or (iv) amounts of the types
referred to in clauses (a) through (c) above except as provided therein. The
agreements in this subsection 0 shall survive repayment of the Loans and the
Notes and all other amounts payable hereunder.

        11.6  Successors and Assigns; Loan Participations. (a) This Agreement
shall be binding upon and inure to the benefit of the Company, the
Administrative Agent, the Lenders, all future holders of the Loans and the
Notes, and their respective successors and assigns, except that the Company may
not assign or transfer any of its rights or obligations under this Agreement
without the prior written consent of each Lender.

            (b) Any Lender may, in accordance with applicable law, at any time
sell to one or more banks or other entities ("Participants") participating
interests in any Loan owing to such Lender, any Note held by such Lender, any
Commitment of such Lender or any other interest of such Lender hereunder or
under any other Credit Document. In the event of any such sale by a 

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                                                                             67


Lender of participating interests to a Participant, such Lender's obligations
under this Agreement to the other parties to this Agreement shall remain
unchanged, such Lender shall remain solely responsible for the performance
thereof, such Lender shall remain the holder of any such Loan or Note for all
purposes under this Agreement and the Company and the Administrative Agent
shall continue to deal solely and directly with such Lender in connection with
such Lender's rights and obligations under this Agreement. The Company agrees
that if amounts outstanding under this Agreement and the Notes are due and
unpaid, or shall have been declared or shall have become due and payable upon
the occurrence of an Event of Default, each Participant shall be deemed to have
the right of setoff in respect of its participating interest in amounts owing
under this Agreement and any Note to the same extent as if the amount of its
participating interest were owing directly to it as a Lender under this
Agreement or any Note; provided, that such right of set-off shall be subject to
the obligation of such Participant to share with the Lenders, and the Lenders
agree to share with such Participant, as provided in subsection 0. The Company
also agrees that each Participant shall be entitled to the benefits of
subsections 0, 0 and 0 with respect to its participation in the Loans and
Commitments outstanding from time to time; provided, that no Participant shall
be entitled to receive any greater amount pursuant to such subsections than the
transferor Lender would have been entitled to receive in respect of the amount
of the participation transferred by such transferor Lender to such Participant
had no such transfer occurred. Notwithstanding anything to the contrary
contained herein, no Participant shall have any right to consent to any
amendment, supplement or other modification to this Agreement or the other
Credit Documents, other than any such amendment, supplement or other
modification which would (i) extend the final scheduled maturity of any of the
Loans or the Notes, (ii) reduce the rate or extend the time of payment of
interest thereon, or reduce the principal amount thereof, (iii) increase the
amount of such Participant's participating interest in the Loans or the Notes
or (iv) except in accordance with their terms, release any of the material
guarantee obligations provided for in any Guarantee.

            (c)  Any Lender may, in accordance with applicable law:

                  (i) at any time sell all or any part of its rights and
      obligations under this Agreement and any of the Loans or the Notes and
      any other Credit Document to any Lender or any Affiliate thereof; and

                  (ii) with the consent of the Company and the Administrative
      Agent (which consent shall not be unreasonably withheld) sell to one or
      more additional banks or financial institutions ("Purchasing Lenders")
      which are not Lenders or Affiliates thereof, all or any part of its
      rights and obligations under this Agreement and the Loans and the Notes
      and any other Credit Document, provided that, unless the Company and the
      Administrative Agent otherwise consent (which consent shall not be
      unreasonably withheld), each such sale pursuant to this clause (ii) shall
      be in an amount of $5,000,000 or more;

provided that, after giving effect to such sale, if the transferor Lender
retains any Commitment hereunder, such Commitment shall, unless the Company
otherwise consents (which consent shall not be unreasonably withheld), be not
less than $5,000,000. Any such sale pursuant to clause (ii) or (iii) shall be
made pursuant to an Assignment and Acceptance, substantially in the form of
Exhibit C (an "Assignment and Acceptance"), executed by the Administrative
Agent, such Purchasing Lender and such transferor Lender (and, in the case of
any such transfer which 

<PAGE>
                                                                             68


requires the Company's consent, by the Company), and delivered to the
Administrative Agent for its acceptance and recording in the Register (as
defined below). Upon such execution, delivery, acceptance and recording, from
and after the effective date set forth in such Assignment and Acceptance, (x)
the Assignee thereunder (and as defined therein) shall be a party hereto and,
to the extent provided in such Assignment and Acceptance, have the rights and
obligations of a Lender hereunder with Commitments as set forth therein, and
(y) the Assignor thereunder (and as defined therein) shall, to the extent of
the interest transferred, as reflected in such Assignment and Acceptance, be
released from its obligations under this Agreement and the other Credit
Documents (and, in the case of an Assignment and Acceptance covering all or the
remaining portion of an Assignor's rights and obligations under this Agreement
and the other Credit Documents, such Assignor shall cease to be a party
hereto). Such Assignment and Acceptance shall be deemed to amend this Agreement
to the extent, and only to the extent, necessary to reflect the addition of
such Assignee and the resulting adjustment of the relevant Commitment
Percentages arising from the purchase by such Assignee of all or a portion of
the rights and obligations of such Assignor under this Agreement and the Loans
and the Notes. On or prior to the effective date of such Assignment and
Acceptance, the Company (at its own expense and upon the request of such
Assignee or the Assignor) shall execute and deliver to the Administrative Agent
in exchange for any surrendered Note a new Note to the order of such Assignee
in an amount equal to the relevant Commitment assumed by it pursuant to such
Assignment and Acceptance and, if the Assignor has retained such a Commitment
hereunder (and has previously requested a Note evidencing its Loans
thereunder), a new Note to the order of the Assignor in an amount equal to the
relevant Commitment retained by it hereunder. Any such new Note shall be dated
the date of the original Note and shall otherwise be in the form of the Note
replaced thereby. Any Note surrendered by the Assignor shall be returned by the
Administrative Agent to the Company marked "canceled."

            (d) The Administrative Agent shall maintain at its address referred
to in subsection 11.2 a copy of each Assignment and Acceptance delivered to it
and a register (the "Register") for the recordation of the names and addresses
of the Lenders and the Commitments and Commitment Percentages of the Loans
owing to each Lender from time to time. The entries in the Register shall be
conclusive, in the absence of manifest error, and the Company, the
Administrative Agent and the Lenders may treat each Person whose name is
recorded in the Register as the owner of the Loan recorded therein for all
purposes of this Agreement. The Register shall be available for inspection by
the Company or any Lender at any reasonable time and from time to time upon
reasonable prior notice.

            (e) Upon its receipt of an Assignment and Acceptance executed by an
Assignor and an Assignee (and, in the case of any transfer which requires the
Company's consent, by the Company and the Administrative Agent), together with
payment to the Administrative Agent of a registration and processing fee of
$3,500 ($1,000 if the Purchasing Lender is then a Lender or an Affiliate
thereof), the Administrative Agent shall (i) promptly accept such Assignment
and Acceptance and (ii) on the effective date thereof record the information
contained therein in the Register and give notice of such acceptance and
recordation to the Lenders and the Company.

            (f) The Company authorizes each Lender to disclose to any
Participant or Assignee (each, a "Transferee") and any prospective Transferee
any and all financial information in such Lender's possession concerning
Holdings, the Company and its Subsidiaries which has been delivered to such
Lender by or on behalf of the Company pursuant to this Agreement or any 

<PAGE>
                                                                             69


other Credit Document, or which has been delivered to such Lender by or on
behalf of the Company in connection with such Lender's credit evaluation of the
Company, its Subsidiaries and its Affiliates prior to becoming a party to this
Agreement; provided that such Transferee or potential Transferee agrees to take
normal and reasonable precautions and exercise due care to maintain the
confidentiality of all information provided to it concerning the Company or any
of its Subsidiaries.

            (g) Unless the Company shall otherwise consent, if, pursuant to
this subsection 0, any interest in this Agreement or any Loan or Note is
transferred to any Transferee (which, for purposes of this subsection 0, shall
include an Affiliate of a Lender to which a sale is made pursuant to subsection
0) which is organized under the laws of any jurisdiction other than the United
States or any State thereof, the transferor Lender shall cause such Transferee,
concurrently with the effectiveness of such transfer, (i) to represent to the
transferor Lender (for the benefit of the transferor Lender, the Administrative
Agent, and the Company) that under applicable law and treaties at the time in
effect no taxes will be required to be withheld by the Administrative Agent,
the Company or the transferor Lender with respect to any payments to be made to
such Transferee in respect of the Loans under this Agreement, (ii) to furnish
to the transferor Lender (and, in the case of any Purchasing Lender registered
in the Register, the Administrative Agent and the Company) either United States
Internal Revenue Service Form 4224 or United States Internal Revenue Service
Form 1001 or any successor applicable form, as the case may be (wherein such
Transferee claims entitlement to complete exemption from United States federal
withholding tax on all interest payments hereunder) and (iii) to agree (for the
benefit of the transferor Lender, the Administrative Agent and the Company) to
be bound by the provisions of subsections 0, (c) and (d) as if such Transferee
were a Lender hereunder.

            (h) For avoidance of doubt, the parties to this Agreement
acknowledge that the provisions of this subsection 11.6 concerning assignments
of Loans and Notes relate only to absolute assignments and that such provisions
do not prohibit assignments creating security interests, including, without
limitation, any pledge or assignment by a Lender of any Loan or Note to any
Federal Reserve Bank in accordance with applicable law.

        11.7  Adjustments; Set-off. (a) If any Lender (a "Benefitted Lender")
shall at any time receive any payment of all or part of any of the Loans or
Reimbursement Obligations owing to it, or interest thereon, pursuant to a
guarantee or otherwise, or receive any collateral in respect thereof (whether
voluntarily or involuntarily, by set-off or otherwise), in a greater proportion
than any such payment to and collateral received by any other Lender, if any,
in respect of such other Lender's Loans or Reimbursement Obligations, as the
case may be, owing to it or interest thereon, such Benefitted Lender shall
purchase for cash from the other Lenders such portion of each such other
Lender's Loans or Reimbursement Obligations, as the case may be, owing to such
other Lender, or shall provide such other Lenders with the benefits of any such
collateral, or the proceeds thereof, as shall be necessary to cause such
Benefitted Lender to share the excess payment or benefits of such collateral or
proceeds ratably with each of the Lenders; provided, however, that if all or
any portion of such excess payment or benefits is thereafter recovered from
such Benefitted Lender, such purchase shall be rescinded, and the purchase
price and benefits returned, to the extent of such recovery, but without
interest. The Company agrees that each Lender so purchasing a portion of
another Lender's Loans or Reimbursement Obligations may exercise all rights of
payment (including, without limitation, rights of set-off) with respect to such
portion as fully as if such purchasing Lender were the direct holder of such
portion.

<PAGE>
                                                                             70


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

        11.8  Severability. Any provision of this Agreement which is prohibited
or unenforceable in any jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.

        11.9  Releases of Guarantee Obligations. Notwithstanding anything to 
the contrary contained herein or in any Guarantee, upon request of the Company,
the Administrative Agent shall (without any notice to or vote or consent of any
Lender) take action having the effect of releasing any guarantee obligations
provided for in any Guarantee to the extent necessary to permit the
consummation of any transactions not prohibited hereunder, by the relevant
Person in accordance with the provisions of this Agreement and the other Credit
Documents.

        11.10  Effectiveness; Counterparts. This Agreement shall become binding
upon the parties hereto when the Administrative Agent shall have received one
or more counterparts of this Agreement, executed by a duly authorized officer
of each party hereto or, in the case of any Lender, telex or telecopier
confirmation to the Administrative Agent that a duly authorized officer of such
Lender has executed a counterpart of this Agreement and that such counterpart
has been sent to the Administrative Agent. This Agreement may be executed by
one or more of the parties to this Agreement on any number of separate
counterparts and all of said counterparts taken together shall be deemed to
constitute one and the same instrument. A set of the copies of this Agreement
signed by all the parties shall be lodged with the Company and the
Administrative Agent.

        11.11  SUBMISSION TO JURISDICTION; WAIVERS.  

            (A)  THE COMPANY HEREBY IRREVOCABLY AND UNCONDITIONALLY:

<PAGE>
                                                                             71


                  (I) SUBMITS FOR ITSELF AND ITS PROPERTY IN ANY LEGAL ACTION
      OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENT TO
      WHICH IT IS A PARTY, OR FOR RECOGNITION AND ENFORCEMENT OF ANY JUDGMENT
      IN RESPECT THEREOF, TO THE NON-EXCLUSIVE GENERAL JURISDICTION OF THE
      COURTS OF THE STATE OF NEW YORK, THE COURTS OF THE UNITED STATES FOR THE
      SOUTHERN DISTRICT OF NEW YORK, AND APPELLATE COURTS FROM ANY THEREOF;

                  (II) CONSENTS THAT ANY SUCH ACTION OR PROCEEDING MAY BE
      BROUGHT IN SUCH COURTS AND WAIVES TRIAL BY JURY AND ANY OBJECTION THAT IT
      MAY NOW OR HEREAFTER HAVE TO THE VENUE OF ANY SUCH ACTION OR PROCEEDING
      IN ANY SUCH COURT OR THAT SUCH ACTION OR PROCEEDING WAS BROUGHT IN AN
      INCONVENIENT COURT AND AGREES NOT TO PLEAD OR CLAIM THE SAME;

                  (III) AGREES THAT SERVICE OF PROCESS IN ANY SUCH ACTION OR
      PROCEEDING MAY BE EFFECTED BY MAILING A COPY THEREOF BY REGISTERED OR
      CERTIFIED MAIL (OR ANY SUBSTANTIALLY SIMILAR FORM OF MAIL), POSTAGE
      PREPAID, TO IT AT ITS ADDRESS SET FORTH IN SUBSECTION 0 OR AT SUCH OTHER
      ADDRESS OF WHICH THE ADMINISTRATIVE AGENT SHALL HAVE BEEN NOTIFIED
      PURSUANT THERETO; AND

                  (IV) AGREES THAT NOTHING HEREIN SHALL AFFECT THE RIGHT TO
      EFFECT SERVICE OF PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR SHALL
      LIMIT THE RIGHT TO SUE IN ANY OTHER JURISDICTION.

            (B) EACH OF THE COMPANY, THE ADMINISTRATIVE AGENT, THE ISSUING
LENDER AND THE LENDERS HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY
JURY IN ANY LEGAL ACTION OR PROCEEDING REFERRED TO IN PARAGRAPH (A) ABOVE.

        11.12  GOVERNING LAW.  THIS AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF 
NEW YORK.

<PAGE>
                                                                             72



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

                                    PNEUMO ABEX CORPORATION


                                    By:/s/ Peter W. Grace
                                    -----------------------------   
                                    Title:  Senior Vice President


                                    THE CHASE MANHATTAN BANK, as
                                      Administrative Agent,
                                      as Issuing Lender


                                    By:/s/ Neil R. Boylan
                                    -----------------------------   
                                    Title:  Vice President


                                    CHASE MANHATTAN BANK DELAWARE,
                                      as Designated Issuer


                                    By:/s/  Michael P. Handago
                                    -----------------------------   
                                    Title:  Vice President


                                    BANKBOSTON, N.A.


                                    By: /s/ John K. Hood
                                    -----------------------------   
                                    Title:  Managing Director


                                    U.S. BANK NATIONAL ASSOCIATION


                                    By:  /s/ Elliot J. Jaffee
                                    -----------------------------   
                                    Title:  Vice President


                                    THE FUJI BANK, LIMITED, NEW YORK BRANCH


                                    By:  /s/ Teiji Teramoto
                                    -----------------------------   
                                    Title:  Vice President & Manager
<PAGE>
                                                                             73



                                    ROYAL BANK OF CANADA


                                    By:  /s/ Steven Yoon
                                    -----------------------------   
                                    Title:  Senior Manager


                                    CREDIT AGRICOLE INDOSUEZ


                                    By:  /s/ Craig Welch
                                    -----------------------------   
                                    Title:  First Vice President


                                    By:  /s/ Cheryl A. Solometo
                                    -----------------------------   
                                    Title:  Vice President


                                    NATIONAL WESTMINSTER BANK Plc


                                    By:  /s/ Andrew S. Weinberg
                                    -----------------------------   
                                    Title:  Senior Vice President


                                    BANQUE PARIBAS


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


                                    By:  /s/ Mary T. Finnegan
                                    -----------------------------   
                                    Title:  Director


                                    THE LONG-TERM CREDIT BANK OF JAPAN, LTD.,
                                    LOS ANGELES AGENCY


                                    By:  /s/ Teiji Sakata
                                    -----------------------------   
                                    Title:  Joint General Manager


<PAGE>
                                                                             74



                                    NATEXIS BANQUE BFCE


                                    By:  /s/ William Maier
                                    -----------------------------   
                                    Title:  Vice President

<PAGE>

 
                                                      Exhibit 10.27

                                                             Annex A