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                                THIRD AMENDMENT

              THIRD AMENDMENT, dated as of February 5, 1997 (this
"Amendment"), to the Credit Agreement, dated as of June 29, 1994 (as amended
prior to the date hereof, the "Credit Agreement"), among Pneumo Abex
Aorporation (as successor by merger to Mafco Worldwide Corporation; the
"Company"), the financial institutions from time to time parties thereto (the
"Banks") and The Chase Manhattan Bank (as successor by merger to The Chase
Manhattan Bank, N.A.), as agent (in such capacity, the "Agent").

                                  WITNESSETH:

              WHEREAS, the Company, the Banks and the Agent are parties to the
Credit Agreement;

              WHEREAS, the Company has requested that the Banks and the Agent
amend the Credit Agreement as more fully set forth herein;

              WHEREAS, the Banks and the Agent are willing to consent to such
amendments only upon the terms, and subject to the conditions, set forth
herein;

              NOW, THEREFORE, in consideration of the premises and the mutual
covenants contained herein, the Company, the Banks and the Agent hereby agree
as follows:

              1. Definitions. All terms defined in the Credit Agreement shall
have such defined meanings when used herein unless otherwise defined herein.

              2. Amendment of Section 1.01 -- Definitions of Applicable Letter
of Credit Fee Rate and Applicable Margin. The definitions of "Applicable
Letter of Credit Fee Rate" and "Applicable Margin" set forth in Section 1.01
of the Credit Agreement is hereby amended and restated in their respective
entireties as follows:

              "Applicable Letter of Credit Fee Rate" shall mean 1%.

              "Applicable Margin" shall mean: (a) with respect to Revolving
Credit Loans that are Base Rate Loans, 0% and (b) with respect to Revolving
Credit Loans that are Eurodollar Loans, 1.0%, provided that the "Applicable
Margin" during any period when an Event of Default shall have occurred and be
continuing shall be (x) with respect to Revolving Credit Loans that are Base
Rate loans, 1-1/4% and (y) with respect to Revolving Credit Loans that are
Eurodollar Loans, 2-1/2%.

              3. Amendment of Section 2.03 -- Letters of Credit. Section 2.03
of the Credit Agreement is hereby amended by (a) changing the amount
"$15,000,000" which appears at the end of clause (ii) of the introductory
paragraph thereof to the amount


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"$12,500,000" and (b) deleting clause (i) of said paragraph (g) thereof in its
entirety, including the phase "and (ii)" at the end thereof.

              4. Amendment of Section 2.05 -- Commitment Fee. Section 2.05 of
the Credit Agreement is hereby amended by changing the percentage "1/2 of 1%"
in the first sentence thereof to the percentage "1/4 of 1%".

              5. Elimination of Borrowing Base and Excess Cash Flow Sweep.
Each of Section 2.10(a), 2.10(d), 8.01(g) and 8.01(i) is hereby deleted and
replaced with the reference "[INTENTIONALLY OMITTED]".

              6. Revolving Credit Commitments. The parties hereto hereby agree
that, on the Amendment Effective Date (as defined below), the Revolving Credit
Commitment of The Chase Manhattan Bank shall equal $12,500,000 and the
Revolving Credit Commitment of each other Bank (each, an "Exiting Bank") shall
equal $0.

              7. Representations and Warranties. The Company, as of the date
hereof and after giving effect to the amendments contained herein, hereby
confirms, reaffirms and restates the representations and warranties made in
Section 7 of the Credit Agreement and otherwise in the Credit Documents to
which it is a party; provided that each reference to the Credit Agreement
therein shall be deemed to be a reference to the Credit Agreement after giving
effect to this Amendment.

              8. Conditions to Effectiveness. This Amendment shall become
effective on and as of the date (the "Amendment Effective Date") that (a) the
Agent shall have received counterparts of this Amendment, duly executed by the
Company and the Banks and (b) the Company shall have repaid all Loans made by
the Exiting Banks, together with accrued interest thereon, accrued commitment
fees and any other amounts owing to the Exiting Banks under the Credit
Agreement. The amendments herein with respect to changes in the Applicable
Letter of Credit Fee Rate, the Applicable Margin and the commitment fee shall
be effective for the period commencing on the Amendment Effective Date.

              9. Reference to and Effect on the Credit Documents: Limited
Effect. On and after the Amendment Effective Date, each reference in the
Credit Agreement to "this Agreement", "hereunder", "hereof" or words of like
import referring to the Credit Agreement, and each reference in the other
Credit Documents to "the Credit Agreement", "thereunder", "thereof" or words
of like import referring to the Credit Agreement, shall mean and be a
reference to the Credit Agreement as modified hereby. The execution, delivery
and effectiveness of this Amendment shall not, except as expressly provided
herein, operate as a waiver of any right, power or remedy of any Bank or the
Agent under any of the Credit Documents, nor constitute a waiver or amendment
of any provisions of any of the Credit Documents. Except as expressly modified
herein, all of the provisions and covenants of the Credit Agreement and the


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other Credit Documents are and shall continue to remain in full force and
effect in accordance with the terms thereof and are hereby in all respects
ratified and confirmed.

              10. Exiting Banks. Each Exiting Bank is executing this Amendment
solely with the purpose of acknowledging that its rights and obligations in
respect of its Loans and Revolving Credit Commitment will terminate on the
Amendment Effective Date upon repayment in full of all amounts owing to it
under the Credit Agreement on the Amendment Effective Date. The modifications
effected by this Amendment are being provided by the Banks holding 100% of the
Revolving Credit Commitments after giving effect to the repayment of the Loans
and the termination of the Revolving Credit Commitments of the Exiting Banks
on the Amendment Effective Date.

              11. Counterparts. This Amendment may be executed by one or more
of the parties hereto in any number of separate counterparts (which may
include counterparts delivered by facsimile transmission) and all of said
counterparts taken together shall be deemed to constitute one and the same
instrument. Any executed counterpart delivered by facsimile transmission shall
be effective as for all purposes hereof.

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

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

                                       PNEUMO ABEX CORPORATION (as successor
                                       by merger to Mafco Worldwide
                                       Corporation)


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

                                       THE CHASE MANHATTAN BANK (as successor
                                       by merger to The Chase Manhattan Bank,
                                       N.A.), as Agent and as a Bank


                                       By: /s/ Neil R. Boylan
                                          -------------------------------------
                                             Name: Neil R. Boylan
                                             Title: Vice President
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                                       The Exiting Banks:

                                       THE FIRST NATIONAL BANK OF BOSTON

                                       By: /s/ Andrew A. Doherty
                                          -------------------------------------
                                             Name: Andrew A. Doherty
                                             Title: Vice President

                                       BANQUE FRANCAISE DU COMMERCE EXTERIEUR

                                       By: /s/ Peter Karl Harris
                                          -------------------------------------
                                             Name: Peter Karl Harris
                                             Title: Vice President

                                       By: /s/ William C. Maier
                                          -------------------------------------
                                             Name: William  C. Maier
                                             Title: VP-Group Manager