EXHIBIT 10.d

===============================================================================

                                CREDIT AGREEMENT


                                   dated as of


                               September 16, 1996,


                                      among


                               Sunbeam Corporation


                     The Borrowing Subsidiaries Party Hereto


                            The Lenders Party Hereto


                                       and


                            The Chase Manhattan Bank,
                             as Administrative Agent




                        $500,000,000 REVOLVING CREDIT AND
                          COMPETITIVE ADVANCE FACILITY


===============================================================================

<PAGE>

                                TABLE OF CONTENTS


                                                                          PAGE

                                    ARTICLE I

                                   DEFINITIONS

SECTION 1.01.  Defined Terms.............................................     1
SECTION 1.02.  Classification of Loans and Borrowings....................    16
SECTION 1.03.  Terms Generally ..........................................    16


                                   ARTICLE II

                                   THE CREDITS

SECTION 2.01.  Commitments...............................................    17
SECTION 2.02.  Loans and Borrowings......................................    17
SECTION 2.03.  Requests for Revolving Borrowings.........................    18
SECTION 2.04.  Competitive Bid Procedure.................................    19
SECTION 2.05.  Funding of Borrowings.....................................    21
SECTION 2.06.  Interest Elections........................................    21
SECTION 2.07.  Termination and Reduction of Commitments..................    23
SECTION 2.08.  Repayment of Loans; Evidence of Debt......................    23
SECTION 2.09.  Prepayment of Loans.......................................    24
SECTION 2.10.  Fees......................................................    25
SECTION 2.11.  Interest..................................................    25
SECTION 2.12.  Alternate Rate of Interest................................    26
SECTION 2.13.  Increased Costs...........................................    27
SECTION 2.14.  Break Funding Payments....................................    28
SECTION 2.15.  Taxes.....................................................    28
SECTION 2.16.  Payments Generally; Pro Rata Treatment; Sharing of Set-offs   29
SECTION 2.17.  Mitigation Obligations; Replacement of Lenders............    30
SECTION 2.18   Borrowing Subsidiaries....................................    31


                                   ARTICLE III

                         REPRESENTATIONS AND WARRANTIES

SECTION 3.01.  Organization; Powers......................................    31
SECTION 3.02.  Authorization; Enforceability.............................    32
SECTION 3.03.  Governmental Approvals; No Conflicts......................    32
SECTION 3.04.  Financial Condition; No Material Adverse Change...........    32

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                                                                              2


SECTION 3.05.  Properties................................................    32
SECTION 3.06.  Litigation and Environmental Matters......................    33
SECTION 3.07.  Compliance with Laws and Agreements.......................    33
SECTION 3.08.  Certain Legal Matters.....................................    33
SECTION 3.09.  Taxes.....................................................    34
SECTION 3.10.  ERISA.....................................................    34
SECTION 3.11.  Disclosure................................................    34
SECTION 3.12.  Material Agreements.......................................    34


                                   ARTICLE IV

                                   CONDITIONS

SECTION 4.01.  Effective Date............................................    34
SECTION 4.02.  Each Credit Event.........................................    35
SECTION 4.03.  Initial Borrowing by Each Borrowing Subsidiary............    36


                                    ARTICLE V

                              AFFIRMATIVE COVENANTS

SECTION 5.01.  Financial Statements and Other Information................    37
SECTION 5.02.  Notices of Material Events................................    38
SECTION 5.03.  Existence; Conduct of Business............................    38
SECTION 5.04   Payment of Obligations....................................    38
SECTION 5.05.  Maintenance of Properties; Insurance......................    38
SECTION 5.06.  Books and Records; Inspection Rights......................    39
SECTION 5.07.  Compliance with Laws......................................    39
SECTION 5.08.  Use of Proceeds...........................................    39


                                   ARTICLE VI

                               NEGATIVE COVENANTS

SECTION 6.01.  Subsidiary Indebtedness...................................    39
SECTION 6.02.  Liens.....................................................    39
SECTION 6.03.  Fundamental Changes.......................................    40
SECTION 6.04.  Transactions with Affiliates..............................    41
SECTION 6.05.  Financial Covenants.......................................    41
SECTION 6.06.  Calculation of Amounts....................................    41

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                                                                              3


                                   ARTICLE VII

                       EVENTS OF DEFAULT................................     41


                                  ARTICLE VIII

                       THE ADMINISTRATIVE AGENT.........................     44


                                   ARTICLE IX

                       GUARANTEE........................................     46


                                    ARTICLE X

                                  MISCELLANEOUS

SECTION 10.01.  Notices...................................................   48
SECTION 10.02.  Waivers; Amendments.......................................   48
SECTION 10.03.  Expenses; Indemnity; Damage Waiver........................   49
SECTION 10.04.  Successors and Assigns....................................   50
SECTION 10.05.  Survival..................................................   52
SECTION 10.06.  Counterparts; Integration; Effectiveness..................   53
SECTION 10.07.  Severability..............................................   53
SECTION 10.08.  Right of Set-off..........................................   53
SECTION 10.09.  Governing Law; Jurisdiction; Consent to Service of Process   53
SECTION 10.10.  Waiver of Jury Trial......................................   54
SECTION 10.11.  Headings..................................................   54
SECTION 10.12.  Confidentiality...........................................   54
SECTION 10.13.  Interest Rate Limitation..................................   55
SECTION 10.14   Conversion of Currencies..................................   55

<PAGE>

                                                                              4

EXHIBITS

Exhibit A      Form of Assignment and Acceptance
Exhibit B      Form of Borrowing Subsidiary Agreement
Exhibit C      Form of Borrowing Subsidiary Termination
Exhibit D      Forms of Opinion
Exhibit E      Forms of Competitive Advance Notices


SCHEDULES

Schedule 2.01  Commitments
Schedule 3.06  Disclosed Matters
Schedule 3.12  Material Agreements
Schedule 6.01  Indebtedness
Schedule 6.02  Liens

<PAGE>

                             CREDIT AGREEMENT dated as of September 16, 1996 (as
                      the same may hereafter be amended, supplemented, restated
                      or otherwise modified from time to time, this
                      "Agreement"), among SUNBEAM CORPORATION (the "Company"),
                      the BORROWING SUBSIDIARIES (as defined herein), the
                      LENDERS (as defined herein), and THE CHASE MANHATTAN BANK,
                      as Administrative Agent.

               The Borrowers (such term and each other capitalized term used but
not otherwise defined herein having the meaning assigned to it in Article I)
have requested the Lenders to extend credit in order to enable them to borrow on
a revolving credit basis on and after the date hereof and at any time and from
time to time prior to the Maturity Date a principal amount not to exceed
$500,000,000. The proceeds of such borrowings are to be used for general
corporate purposes, including acquisitions. The Borrowers have also requested
the Lenders to provide a procedure pursuant to which the Lenders may be invited
to bid on an uncommitted basis on short-term borrowings by the Borrower. The
Lenders are willing to extend such credit to the Borrowers on the terms and
subject to the conditions herein set forth.

               The parties hereto agree as follows:


                                    ARTICLE I

                                   DEFINITIONS

               SECTION 1.01. DEFINED TERMS. As used in this Agreement, the
following terms have the meanings specified below:

               "ABR", when used in reference to any Loan or Borrowing, refers to
whether such Loan, or the Loans comprising such Borrowing, are bearing interest
at a rate determined by reference to the Alternate Base Rate.

               "ADJUSTED LIBO RATE" means, with respect to any LIBOR Borrowing
for any Interest Period, an interest rate per annum (rounded upwards, if
necessary, to the next 1/16 of 1%) equal to (a) the LIBO Rate for such Interest
Period multiplied by (b) the Statutory Reserve Rate.

               "ADMINISTRATIVE AGENT" means The Chase Manhattan Bank, a national
banking association, as administrative agent for the Lenders hereunder.

               "ADMINISTRATIVE QUESTIONNAIRE" means an Administrative
Questionnaire in a form supplied by the Administrative Agent.

               "AFFILIATE" means, when used with respect to a specified Person,
another Person that directly, or indirectly through one or more intermediaries,
Controls or is Controlled by or is under common Control with the Person
specified.

               "ALTERNATE BASE RATE" means, for any day, a rate per annum equal
to the greater of (a) the Prime Rate in effect on

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                                                                              2

such day, and (b) the Federal Funds Effective Rate in effect on such day plus
1/2 of 1%. Any change in the Alternate Base Rate due to a change in the Prime
Rate or the Federal Funds Effective Rate shall be effective from and including
the effective date of such change in the Prime Rate or the Federal Funds
Effective Rate, respectively.

               "ALTERNATIVE CURRENCY" shall mean at any time any of Belgian
Francs, French Francs, Deutsche Marks, Pounds Sterling, Japanese Yen and any
other currency (other than Dollars) that is readily available, freely traded and
convertible into Dollars in the London market and as to which a Dollar
Equivalent can be calculated.

               "APPLICABLE MARGIN" shall mean, with respect to any LIBOR
Revolving Loan, or with respect to the Facility Fees, as the case may be, the
applicable percentage set forth in the appropriate table below under the caption
"LIBOR Spread" or "Facility Fee Percentage", as the case may be, based upon (a)
the ratings by Moody's and S&P, respectively, applicable on such date to the
Index Debt, if at least one such rating agency shall have such a rating in
effect, or (b) if no such rating agency shall have such a rating in effect, the
ratio of Consolidated EBIT to Consolidated Interest Expense for the period of
four fiscal quarters ending with the most recent fiscal quarter for which
financial statements of the Company are required to have been delivered under
Section 5.01(a) or (b), whether or not financial statements in respect of any
subsequent period shall have been delivered:

===============================================================================

                     INDEX DEBT                         LIBOR      FACILITY FEE
                      RATINGS                           SPREAD      PERCENTAGE
-------------------------------------------------------------------------------
CATEGORY 1
    A1 or higher by Moody's                             .175%          .075%
    A+ or higher by S&P
-------------------------------------------------------------------------------
CATEGORY 2
    Lower than A1 and at least A3 by Moody's            .185%          .090%
    Lower than A+ and at least A- by S&P
-------------------------------------------------------------------------------
CATEGORY 3
    Baa1 by Moody's
    BBB+ by S&P                                         .200%          .100%
-------------------------------------------------------------------------------
CATEGORY 4
    Lower than Baa1 and at least Baa3 by Moody's
    Lower than BBB+ and at least BBB- by S&P            .275%          .150%
-------------------------------------------------------------------------------
CATEGORY 5
    Ba1 or lower by Moody's
    BB+ or lower by S&P                                 .500%          .250%
===============================================================================


===================================================================
   RATIO OF CONSOLIDATED EBIT TO         LIBOR        FACILITY FEE
   CONSOLIDATED INTEREST EXPENSE         SPREAD        PERCENTAGE
-------------------------------------------------------------------
CATEGORY 1
    Greater than or equal to 11 to 1     .175%           .075%
-------------------------------------------------------------------
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                                                                              3

CATEGORY 2
    Less than 11 and greater than or     .185%           .090%
    equal to 9 to 1
-------------------------------------------------------------------
CATEGORY 3
    Less than 9 and greater than or      .200%           .100%
    equal to 7 to 1
-------------------------------------------------------------------
CATEGORY 4
    Less than 7 and greater than or      .275%           .150%
    equal to 4 to 1
-------------------------------------------------------------------
CATEGORY 5
    Less than  4 to 1                    .500%           .250%
===================================================================

               For purposes of the foregoing, (i) if the ratings established or
deemed to have been established by Moody's and S&P for the Index Debt shall fall
within different Categories, the Applicable Margin shall be based on the higher
of the two ratings, PROVIDED that if one of the two ratings is two or more
Categories lower than the other of such ratings, the Applicable Margin shall be
based upon the Category next below that of the higher rating; (ii) if a rating
shall not be available from one rating agency, such rating agency shall be
deemed to have assigned a rating in Category 5; and (iii) if the ratings
established or deemed to have been established by Moody's and S&P for the Index
Debt shall be changed (other than as a result of a change in the rating system
of Moody's or S&P), such change shall be effective as of the date on which it is
first announced by the applicable rating agency. If the rating system of Moody's
or S&P shall change, the Borrowers and the Lenders shall negotiate in good faith
to amend this definition to reflect such changed rating system and, pending the
effectiveness of any such amendment, the Applicable Margin shall be determined
by reference to the ratings most recently in effect prior to such change (or, if
no such amendment shall have become effective within 90 days, by reference to
the ratios set forth in the immediately preceding table). Each change in the
Applicable Margin shall apply to LIBOR Revolving Loans outstanding and Facility
Fees accruing during the period commencing on the effective date of such change
and ending on the date immediately preceding the effective date of the next such
change.

               "APPLICABLE PERCENTAGE" means, with respect to any Lender, the
percentage of the total Commitments represented by such Lender's Commitment. If
the Commitments have terminated or expired, the Applicable Percentages shall be
determined based upon the Commitments most recently in effect, giving effect to
any assignments.

               "ASSESSMENT RATE" means, for any day, the annual assessment rate
in effect on such day that is payable by a member of the Bank Insurance Fund
classified as "well- capitalized" and within supervisory subgroup "B" (or a
comparable successor risk classification) within the meaning of 12 C.F.R. Part
327 (or any successor provision) to the Federal Deposit Insurance Corporation
(or any successor thereto) for insurance by such Corporation (or such successor)
of time deposits made in Dollars at the offices of such member in the United
States; PROVIDED that if, as a result of any change in any law, rule or
regulation, it is no longer possible to determine the Assessment Rate as
aforesaid, then the Assessment Rate shall be such annual rate as shall be

<PAGE>
                                                                              4

determined by the Administrative Agent to be representative of the cost to the
banks of such insurance.

               "ASSIGNMENT AND ACCEPTANCE" means an assignment and acceptance
entered into by a Lender and an assignee (with the consent of any party whose
consent is required by Section 10.04), and accepted by the Administrative Agent
and the Borrower, in the form of Exhibit A or any other form approved by the
Administrative Agent and the Borrower.

               "AVAILABILITY PERIOD" means the period from and including the
Effective Date to but excluding the earlier of the Maturity Date and the date of
termination of the Commitments.

               "BOARD" means the Board of Governors of the Federal Reserve
System of the United States of America.

               "BORROWER" means the Company or any Borrowing Subsidiary.

               "BORROWING" means (a) a group of Revolving Loans of the same Type
and, in the case of LIBOR Loans, as to which a single Interest Period is in
effect, or (b) a Competitive Loan or group of Competitive Loans of the same Type
made on the same date as to which a single Interest Period is in effect.

               "BORROWING REQUEST" means a request by a Borrower for a Revolving
Borrowing in accordance with Section 2.03.

               "BORROWING SUBSIDIARY" means any Wholly Owned Subsidiary of the
Company designated as a Borrowing Subsidiary by the Company pursuant to Section
2.18.

               "BORROWING SUBSIDIARY AGREEMENT" shall mean a Borrowing
Subsidiary Agreement substantially in the form of Exhibit B.

               "BORROWING SUBSIDIARY TERMINATION" shall mean a Borrowing
Subsidiary Termination substantially in the form of Exhibit C.

               "BORROWING SUBSIDIARY OBLIGATIONS" means the due and punctual
payment of (i) the principal of and interest on any loans made by the Lenders to
the Borrowing Subsidiaries pursuant to this Agreement, when and as due, whether
at maturity, by acceleration, upon one or more dates set for prepayment or
otherwise, and (ii) all other monetary obligations, including fees, costs,
expenses and indemnities (including, without limitation, the obligations
described in Section 2.15 of the Borrowing Subsidiaries to the Lenders under the
Agreement and the other Loan Documents).

               "BUSINESS DAY" means any day that is not a Saturday, Sunday or
other day on which commercial banks in New York City are authorized or required
by law to remain closed; PROVIDED that, when used in connection with a LIBOR
Loan, the term "BUSINESS DAY" shall also exclude any day on which banks are not
open for dealings in dollar deposits in the London interbank market.

<PAGE>
                                                                              5

               "CAPITAL LEASE OBLIGATIONS" of any Person means the obligations
of such Person to pay rent or other amounts under any lease of (or other
arrangement conveying the right to use) real or personal property, or a
combination thereof, which obligations are required to be classified and
accounted for as capital leases on a balance sheet of such Person under GAAP,
and the amount of such obligations shall be the capitalized amount thereof
determined in accordance with GAAP.

               A "CHANGE IN CONTROL" shall be deemed to have occurred if (a)
during any period of 25 consecutive calendar months, a majority of the Board of
Directors of the Company shall no longer be composed of individuals (i) who were
members of said Board on the first day of such period, (ii) whose election or
nomination to said Board was approved by individuals referred to in clause (i)
above constituting at the time of such election or nomination at least a
majority of said Board or (iii) whose election or nomination to said Board was
approved by individuals referred to in clauses (i) and (ii) above constituting
at the time of such election or nomination at least a majority of said Board; or
(b) any "person" (as such term is used in Sections 13(d) and 14(d) of the
Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT")), other than
the Steinhardt Group or the Funds Group (collectively, the "Groups"), or any
Persons who were, as of the date hereof, in control of either or both of the
Groups (the "GROUP CONTROL PERSONS") or any Person wholly owned, directly or
indirectly, by the Group Control Persons, shall be or become the "beneficial
owner" (as defined in Rules 13d-3 and 13d-5 of the Exchange Act, except that a
person shall be deemed to have "beneficial ownership" of all shares that any
such person has the right to acquire without condition, other than the passage
of time, whether such right is exercisable immediately or only after the passage
of time), directly or indirectly, of shares representing 30% or more of the
ordinary voting power of the capital stock of the Company (on a fully diluted
basis), unless the Groups and/or the Group Control Persons collectively own
shares representing a greater percentage of such voting power than the shares
owned by such person.

               "CHANGE IN LAW" means (a) the adoption of any law, rule or
regulation after the date of this Agreement, (b) any change in any law, rule or
regulation or in the interpretation or application thereof by any Governmental
Authority after the date of this Agreement or (c) compliance in good faith by
any Lender (or, for purposes of Section 2.13(b), by any lending office of such
Lender or by such Lender's holding company, if any) with any request, guideline
or directive (whether or not having the force of law) of any Governmental
Authority made or issued after the date of this Agreement.

               "CLASS", when used in reference to any Loan or Borrowing, refers
to whether such Loan, or the Loans comprising such Borrowing, are Revolving
Loans or Competitive Loans.

               "CODE" means the Internal Revenue Code of 1986, as amended from
time to time.

               "COMMITMENT" means, with respect to each Lender, the commitment
of such Lender to make Revolving Loans, expressed as an amount representing the
maximum aggregate amount of such Lender's Revolving Credit Exposure hereunder,
as such commitment may be (a) reduced from time to time pursuant to Section 2.07
and (b) reduced or increased from time to time pursuant to assignments by or to
such Lender pursuant to Section 10.04. The initial amount of each Lender's
Commitment is set forth on Schedule 2.01, or in the Assignment and Acceptance
pursuant to which such Lender shall have assumed its Commitment, as applicable.

<PAGE>

               "COMPETITIVE BID" means an offer by a Lender to make a
Competitive Loan in accordance with Section 2.04.

               "COMPETITIVE BID RATE" means, with respect to any Competitive
Bid, the Fixed Rate offered by the Lender making such Competitive Bid.

               "COMPETITIVE BID REQUEST" means a request by a Borrower for
Competitive Bids in accordance with Section 2.04.

               "COMPETITIVE LOAN" means a Loan made pursuant to Section 2.04.

               "COMPETITIVE LOAN EXPOSURE" means, with respect to any Lender at
any time, the sum of (a) the aggregate principal amount of the outstanding
Competitive Loans of such Lender denominated in Dollars and (b) the Dollar
Equivalent of the aggregate principal amount of the outstanding Competitive
Loans of such Lender denominated in an Alternative Currency.

               "CONSOLIDATED EBIT" means, for any period, the aggregate net
sales of the Company and its Subsidiaries for such period LESS, to the extent
not already deducted in determining net sales and without duplication, (i) cost
of goods sold, (ii) selling, administrative and general expense, and (iii)
depreciation, depletion and amortization expense, determined on a consolidated
basis in accordance with GAAP consistently applied but excluding the effect of
extraordinary and unusual items.

               "CONSOLIDATED INTEREST COVERAGE RATIO" means, as of the last day
of any fiscal quarter, for the four fiscal quarters then ended, the ratio of (a)
Consolidated EBIT to (b) Consolidated Interest Expense, in each case for such
period.

               "CONSOLIDATED INTEREST EXPENSE" means, for any period, the sum
for the Company and its Subsidiaries (determined on a consolidated basis without
duplication in accordance with GAAP), of (a) all interest in respect of
Indebtedness (including, without limitation, the interest component of any
payments in respect of Capital Lease Obligations) accrued or capitalized during
such period (whether or not actually paid during such period) PLUS (b) the net
amount payable (or MINUS the net amount receivable) under interest rate
protection agreements and other interest rate hedging arrangements during such
period (whether or not actually paid or received during such period).

               "CONSOLIDATED LEVERAGE RATIO" means, at any date, the ratio of
Consolidated Total Debt at such date to Consolidated Total Capital at such date;
provided, however, that on any date that is not the last day of a fiscal
quarter, Consolidated Total Capital shall be computed for purposes of
determining the Consolidated Leverage Ratio, without taking into account the
Company's earnings or losses for the current quarter.

               "CONSOLIDATED TOTAL CAPITAL" means, at any date, the sum of (a)
Consolidated Total Debt, and (b) the Consolidated Total Shareholders' Equity of
the Company, determined in accordance with GAAP consistently applied.

<PAGE>
                                                                              7

               "CONSOLIDATED TOTAL DEBT" means, at any date, all Indebtedness of
the Company and its Subsidiaries on such date, determined on a consolidated
basis in accordance with GAAP consistently applied.

               "CONSOLIDATED TOTAL SHAREHOLDERS' EQUITY" means, at any date, the
total shareholders' equity of the Company and its Subsidiaries on such date,
determined on a consolidated basis in accordance with GAAP consistently applied.

               "CONTROL" means the possession, directly or indirectly, of the
power to direct or cause the direction of the management or policies of a
Person, whether through the ability to exercise voting power, by contract or
otherwise. "CONTROLLING" and "CONTROLLED" have meanings correlative thereto.

               "CURRENCY" means Dollars or any Alternative Currency.

               "DEFAULT" means any event or condition which constitutes an Event
of Default or which upon notice, lapse of time or both would, unless cured or
waived, become an Event of Default.

               "DISCLOSED MATTERS" means the actions, suits and proceedings and
the environmental matters disclosed in Schedule 3.06.

               "DOLLARS" or "$" refers to lawful money of the United States of
America.

               "DOLLAR EQUIVALENT" means, with respect to any principal amount
of any Competitive Loan denominated in an Alternative Currency on any date of
determination, the equivalent in Dollars of such amount, determined by the
Administrative Agent using the Exchange Rate with respect to the applicable
Alternative Currency (i) for purposes of determining the Competitive Loan
Exposures pursuant to Section 2.04(a), at or about 11:00 a.m. London time on the
date two Business Days prior to the making of such Loan and (ii) for all other
purposes, at or about 11:00 a.m. London time on the last Business Day of the
month preceding such date of determination.

               "EFFECTIVE DATE" means the date on which the conditions specified
in Section 4.01 are satisfied (or waived in accordance with Section 10.02.)

               "ENVIRONMENTAL LAWS" means all laws, rules, regulations, codes,
ordinances, orders, decrees, judgments, injunctions, notices or binding
agreements issued, promulgated or entered into by any Governmental Authority,
relating to the environment, preservation or reclamation of natural resources,
the management, release or threatened release of any Hazardous Material.

               "ENVIRONMENTAL LIABILITY" means any liability, contingent or
otherwise (including any liability for damages, costs of environmental
remediation, fines, penalties or indemnities), of the Company or any Subsidiary
directly or indirectly resulting from or based upon (a) violation of any
Environmental Law, (b) the generation, use, handling, transportation, storage,
treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous
Materials, (d) the release or

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                                                                              8

threatened release of any Hazardous Materials into the environment or (e) any
contract, agreement or other consensual arrangement pursuant to which liability
is assumed or imposed with respect to any of the foregoing.

               "ERISA" means the Employee Retirement Income Security Act of
1974, as amended from time to time.

               "ERISA AFFILIATE" means any trade or business (whether or not
incorporated) that, together with the Company, is treated as a single employer
under Section 414(b) or (c) of the Code, or, solely for purposes of Section 302
of ERISA and Section 412 of the Code, is treated as a single employer under
Section 414 of the Code.

               "ERISA EVENT" means (a) any "reportable event", as defined in
Section 4043 of ERISA or the regulations issued thereunder (other than an event
for which the 30-day notice period is waived), with respect to a Plan; (b) the
existence with respect to any Plan of an "accumulated funding deficiency" (as
defined in Section 412 of the Code or Section 302 of ERISA), whether or not
waived; (c) the filing pursuant to Section 412(d) of the Code or Section 303(d)
of ERISA of an application for a waiver of the minimum funding standard with
respect to any Plan; (d) the incurrence by the Company or any of its ERISA
Affiliates of any liability under Title IV of ERISA with respect to the
termination of any Plan; (e) the receipt by the Company or any of its ERISA
Affiliates from the PBGC or a plan administrator of any notice relating to an
intention to terminate any Plan or Plans or to appoint a trustee to administer
any Plan; (f) the incurrence by the Company or any of its ERISA Affiliates of
any liability with respect to the withdrawal or partial withdrawal from any Plan
or Multiemployer Plan; or (g) the receipt by the Company or any of its ERISA
affiliates of any notice, or the receipt by any Multiemployer Plan from the
Company or any of its ERISA Affiliates of any notice concerning the imposition
of Withdrawal Liability or a determination that a Multiemployer Plan is, or is
expected to be, insolvent or in reorganization, within the meaning of Title IV
of ERISA.

               "EVENT OF DEFAULT" has the meaning assigned to such term in
Article VII.

               "EXCHANGE RATE" means, with respect to any Alternative Currency
on a particular date, the rate at which such Alternative Currency may be
exchanged into Dollars, as set forth on such date on the applicable Reuters
currency page with respect to such Alternative Currency. In the event that such
rate does not appear on the applicable Reuters currency page, the Exchange Rate
with respect to such Alternative Currency shall be determined by reference to
such other publicly available service for displaying exchange rates as may be
agreed upon by the Administrative Agent and the Company or, in the absence of
such agreement, such Exchange Rate shall instead be the Administrative Agent's
spot rate of exchange in the London interbank market or other market where the
Administrative Agent's foreign currency exchange operations in respect of such
Alternative Currency are then being conducted, at or about 11:00 A.M., local
time, at such date for the purchase of Dollars with such Alternative Currency
for delivery two Business Days later; PROVIDED, HOWEVER, that if at the time of
any such determination, for any reason, no such spot rate is being quoted, the
Administrative Agent may use any reasonable method it deems appropriate to
determine such rate, and such determination shall be conclusive absent manifest
error.

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                                                                              9

               "EXCLUDED TAXES" means, with respect to the Administrative Agent,
any Lender or any other recipient of any payment to be made by or on account of
any obligation of any Borrower hereunder, (a) income or franchise taxes imposed
on (or measured by) its net income by the jurisdiction under the laws of which
it is organized, or the jurisdiction in which its principal office is located
or, in the case of any Lender, in which its applicable lending office is
located, (b) any branch profits taxes imposed by the United States of America or
any similar tax imposed by any other jurisdiction in which any Borrower is
located and (c) in the case of a Foreign Lender (other than an assignee pursuant
to a request by any Borrower under Section 2.17(b)), any withholding tax that is
attributable to such Foreign Lender's failure or inability to comply with
Section 2.15(e), except to the extent that such Foreign Lender's assignor (if
any) was entitled, at the time of assignment, to receive additional amounts from
any Borrower with respect to such withholding tax pursuant to Section 2.15(a).

               "EXISTING CREDIT AGREEMENT" means the credit agreement dated as
of September 19, 1994, as amended on June 26, 1995, among the Company; each of
the lenders that are signatories thereto; The Chase Manhattan Bank, the First
National Bank of Boston, Bank of America Illinois and Nationsbank Florida, N.A.,
each in its capacity as an issuing bank for letters of credit; and The Chase
Manhattan Bank, as agent for the lenders thereto.

               "FEDERAL FUNDS EFFECTIVE RATE" means, for any day, the weighted
average (rounded upwards, if necessary, to the next 1/100 of 1%) 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 that is a Business Day, the average (rounded upwards, if
necessary, to the next 1/100 of 1%) of the quotations for the day for such
transactions received by the Administrative Agent from three Federal funds
brokers of recognized standing selected by it.

               "FINANCIAL OFFICER" means the chief financial officer, principal
accounting officer, treasurer or controller of the Company.

               "FIXED RATE" means, with respect to any Competitive Loan bearing
interest at a fixed rate, the fixed rate of interest per annum specified by the
Lender making such Competitive Loan in its related Competitive Bid.

               "FIXED RATE LOAN" means a Competitive Loan bearing interest at a
Fixed Rate.

               "FOREIGN LENDER" means any Lender that is organized under the
laws of a jurisdiction other than that in which the applicable Borrower is
located. For purposes hereof, the United States of America, each State thereof,
and the District of Columbia shall be deemed to constitute a single
jurisdiction.

               "FUNDS GROUP" means, collectively, Mutual Shares Fund, Mutual
Beacon Fund, Mutual Qualified Fund and Mutual Series Fund Inc.

               "GAAP" means generally accepted accounting principles in the
United States of America.

<PAGE>
                                                                             10

               "GOVERNMENTAL AUTHORITY" means the government of the United
States of America, any other nation or any political subdivision thereof,
whether state or local, and any agency, authority, instrumentality, regulatory
body, court, central bank or other entity exercising executive, legislative,
judicial, taxing, regulatory or administrative powers or functions of or
pertaining to government.

               "GUARANTEE" of or by any Person (the "GUARANTOR") means any
obligation, contingent or otherwise, of the guarantor guaranteeing any
Indebtedness or other obligation of any other Person (the "PRIMARY OBLIGOR") in
any manner, whether directly or indirectly, and including any obligation of the
guarantor, direct or indirect, (a) to purchase or pay (or advance or supply
funds for the purchase or payment of) such Indebtedness or other obligation or
to purchase (or to advance or supply funds for the purchase of) any security for
the payment thereof, (b) to purchase or lease property, securities or services
for the purpose of assuring the owner of such Indebtedness or other obligation
of the payment thereof or (c) to maintain working capital, equity capital or any
other financial statement condition or liquidity of the primary obligor so as to
enable the primary obligor to pay such Indebtedness or other obligation;
PROVIDED, that the term Guarantee shall not include (x) endorsements for
collection or deposit in the ordinary course of business or (y) those Guarantees
listed on Schedule 6.01 under the heading "Contingent Guarantees".

               "GUARANTOR" means the Company in its capacity as the guarantor
under Article IX hereof.

               "HAZARDOUS MATERIALS" means all explosive or radioactive
substances or wastes and all hazardous or toxic substances, wastes or other
pollutants, including petroleum or petroleum distillates, asbestos or
asbestos-containing materials, polychlorinated biphenyls, radon gas, infectious
or medical wastes and all other substances or wastes of any nature regulated
pursuant to any Environmental Law.

               "HEDGING AGREEMENT" means any interest rate protection agreement,
foreign currency exchange agreement, commodity price protection agreement or
other interest or currency exchange rate or commodity price hedging arrangement.

               "INDEBTEDNESS" of any Person means, without duplication, (a) all
obligations of such Person for borrowed money or with respect to deposits or
advances of any kind, (b) all obligations of such Person evidenced by bonds,
debentures, notes or similar instruments, (c) all obligations of such Person
upon which interest charges are customarily paid, (d) all obligations of such
Person under conditional sale or other title retention agreements relating to
property acquired by such Person, (e) all obligations of such Person in respect
of the deferred purchase price of property or services (excluding current
accounts payable incurred in the ordinary course of business), (f) all
Indebtedness of others secured by (or for which the holder of such Indebtedness
has an existing right, contingent or otherwise, to be secured by) any Lien on
property owned or acquired by such Person, whether or not the Indebtedness
secured thereby has been assumed, (g) all Guarantees by such Person of
Indebtedness of others, (h) all Capital Lease Obligations of such Person, and
(i) all obligations, contingent or otherwise, of such Person as an account party
in respect of letters of credit, letters of guaranty and bankers' acceptances.
The Indebtedness of any Person shall include the Indebtedness of any other
entity (including any

<PAGE>
                                                                             11

partnership in which such Person is a general partner) to the extent such Person
is liable therefor as a result of such Person's ownership interest in or other
relationship with such entity, except to the extent the terms of such
Indebtedness provide that such Person is not liable therefor.

               "INDEMNIFIED TAXES" means Taxes other than Excluded Taxes.

               "INDEX DEBT" means the senior unsecured, non-credit-enhanced
long-term debt of the Company.

               "INTEREST ELECTION REQUEST" means a request by a Borrower to
convert or continue a Revolving Borrowing in accordance with Section 2.06.

               "INTEREST PAYMENT DATE" means (a) with respect to any ABR Loan,
the last day of each March, June, September and December, (b) with respect to
any LIBOR Loan, the last day of the Interest Period applicable to the Borrowing
of which such Loan is a part and, in the case of a LIBOR Borrowing with an
Interest Period of more than three months' duration, each day prior to the last
day of such Interest Period that occurs at intervals of three months' duration
after the first day of such Interest Period, (c) with respect to any Fixed Rate
Loan, the last day of the Interest Period applicable to the Borrowing of which
such Loan is a part and, in the case of a Fixed Rate Borrowing with an Interest
Period of more than 90 days' duration (unless otherwise specified in the
applicable Competitive Bid Request), each day prior to the last day of such
Interest Period that occurs at intervals of 90 days' duration after the first
day of such Interest Period, and any other dates that are specified in the
applicable Competitive Bid Request as Interest Payment Dates with respect to
such Borrowing.

               "INTEREST PERIOD" means (a) with respect to any LIBOR Borrowing,
the period commencing on the date of such Borrowing and ending on the
numerically corresponding day in the calendar month that is one, two, three or
six months thereafter, as the applicable Borrower may elect, (b) with respect to
any Fixed Rate Borrowing, the period (which shall not be less than seven days
nor more than 180 days) commencing on the date of such Borrowing and ending on
the date specified in the applicable Competitive Bid Request; PROVIDED, that (i)
if any Interest Period would end on a day other than a Business Day, such
Interest Period shall be extended to the next succeeding Business Day unless, in
the case of a LIBOR Borrowing only, such next succeeding Business Day would fall
in the next calendar month, in which case such Interest Period shall end on the
next preceding Business Day and (ii) any Interest Period pertaining to a LIBOR
Borrowing that commences on the last Business Day of a calendar month (or on a
day for which there is no numerically corresponding day in the last calendar
month of such Interest Period) shall end on the last Business Day of the last
calendar month of such Interest Period. For purposes hereof, the date of a
Borrowing initially shall be the date on which such Borrowing is made and, in
the case of a Revolving Borrowing, thereafter shall be the effective date of the
most recent conversion or continuation of such Borrowing.

               "LENDERS" means the Persons listed on Schedule 2.01 and any other
Person that shall have become a party hereto pursuant to an Assignment and
Acceptance, other than any such Person that ceases to be a party hereto pursuant
to an Assignment and Acceptance.

<PAGE>
                                                                             12

               "LIBO RATE" means, with respect to any LIBOR Borrowing for any
Interest Period, the rate appearing on Page 3750 of the Telerate Service (or on
any successor or substitute page of such Service, or any successor to or
substitute for such Service, providing rate quotations comparable to those
currently provided on such page of such Service, as determined by the
Administrative Agent from time to time for purposes of providing quotations of
interest rates applicable to dollar deposits in the London interbank market) at
approximately 11:00 a.m., London time, two Business Days prior to the
commencement of such Interest Period, as the rate for dollar deposits with a
maturity comparable to such Interest Period. In the event that such rate is not
so available at such time for any reason, then the "LIBO RATE" with respect to
such LIBOR Borrowing for such Interest Period shall be the rate at which dollar
deposits of $5,000,000 and for a maturity comparable to such Interest Period are
offered to the principal London office of the Administrative Agent in
immediately available funds in the London interbank market at approximately
11:00 a.m., London time, two Business Days prior to the commencement of such
Interest Period.

               "LIBOR", when used in reference to any Loan or Borrowing, refers
to whether such Loan, or the Loans comprising such Borrowing, are bearing
interest at a rate determined by reference to the Adjusted LIBO Rate.

               "LIEN" means, with respect to any asset, (a) any mortgage, deed
of trust, lien, pledge, hypothecation, encumbrance, charge or security interest
in, on or of such asset, (b) the interest of a vendor or a lessor under any
conditional sale agreement, capital lease or title retention agreement (or any
financing lease having substantially the same economic effect as any of the
foregoing) relating to such asset and (c) in the case of securities, any
purchase option, call or similar right of a third party with respect to such
securities.

               "LOANS" means the loans made by the Lenders to the Borrowers
pursuant to this Agreement.

               "LOAN DOCUMENTS" means this Agreement, each Borrowing Subsidiary
Agreement, each Borrowing Subsidiary Termination and each promissory note held
by a Lender pursuant to Section 2.08(e).

               "MATERIAL ADVERSE EFFECT" means a material adverse effect on (a)
the business, assets, operations or condition, financial or otherwise, of the
Company and the Subsidiaries taken as a whole or (b) the ability of the
Borrowers to perform any of their obligations under this Agreement.

               "MATERIAL INDEBTEDNESS" means Indebtedness (other than the
Loans), or obligations in respect of one or more Hedging Agreements, of any one
or more of the Company and the Subsidiaries in an aggregate principal amount
exceeding $10,000,000. For purposes of determining Material Indebtedness, the
"principal amount" of the obligations of the Company or any Subsidiary in
respect of any Hedging Agreement at any time shall be the maximum aggregate
amount (after netting, to the extent that netting arrangements are enforceable
under applicable law) that the Company or such Subsidiary would be required to
pay if such Hedging Agreement were terminated at such time.

<PAGE>
                                                                             13

               "MATERIAL SUBSIDIARY" shall mean (a) any Borrowing Subsidiary,
(b) as of any date, any other Subsidiary that meets, or that would, had it then
been a Subsidiary, have met the definition of a "significant subsidiary"
contained as of the date hereof in Regulation S-X of the Securities and Exchange
Commission as of the last day of the fiscal year of the Company ending on, or
most recently ended prior to, such date; PROVIDED that for purposes of this
definition of "Material Subsidiary" all references in said Regulation S-X to "10
percent" shall be deemed to be references to "5 percent", (c) any other
Subsidiary of the Company from time to time designated by the Company as a
"Material Subsidiary" and (d) any Subsidiary that directly or indirectly owns
the common stock of a Material Subsidiary. Notwithstanding the foregoing, if the
combined assets of all Subsidiaries that are not Material Subsidiaries in
accordance with the preceding sentence equals or exceeds 15% of the consolidated
total assets of the Company and its Subsidiaries, then one or more of such non-
Material Subsidiaries designated by the Company (or, if the Company shall make
no designation, one or more of such subsidiaries in descending order based on
their respective contributions to consolidated total assets), shall be deemed
for all purposes to be Material Subsidiaries to the extent necessary to
eliminate such excess.

               "MATURITY DATE" means September 17, 2001.

               "MOODY'S" means Moody's Investors Service, Inc.

               "MULTIEMPLOYER PLAN" means a multiemployer plan as defined in
Section 4001(a)(3) of ERISA.

               "OTHER TAXES" means any and all present or future stamp or
documentary taxes or any other excise or property taxes, charges or similar
levies arising from any payment made hereunder or from the execution or delivery
of, or otherwise with respect to, this Agreement.

               "PBGC" means the Pension Benefit Guaranty Corporation referred to
and defined in ERISA.

               "PERMITTED ENCUMBRANCES" means:

               (a) Liens imposed by law for taxes that are not yet due or are
         being contested in compliance with Section 5.04;

               (b) carriers', warehousemen's, mechanics', materialmen's,
         repairmen's and other Liens imposed by law, arising in the ordinary
         course of business and securing obligations that are not overdue by
         more than 30 days, or contingent obligations, or obligations that are
         being contested in compliance with Section 5.04;

               (c) pledges and deposits made in the ordinary course of business
         in compliance with workers' compensation, unemployment insurance and
         other social security laws or regulations;

               (d) deposits to secure the performance of bids, trade contracts,
         leases, statutory obligations, surety and appeal bonds, performance
         bonds and other obligations of a like nature, in each case in the
         ordinary course of business; and

<PAGE>

                                                                             14
               (e) easements, zoning restrictions, rights-of-way and similar
         encumbrances on real property imposed by law or arising in the ordinary
         course of business that do not secure any monetary obligations and do
         not materially detract from the value of the affected property or
         interfere with the ordinary conduct of business of the Company or any
         Subsidiary;

PROVIDED that "Permitted Encumbrances" shall not include any Lien securing
Indebtedness.

               "PERSON" means any natural person, corporation, limited liability
company, trust, joint venture, association, company, partnership, Governmental
Authority or other entity.

               "PLAN" means any employee pension benefit plan (other than a
Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section
412 of the Code or Section 302 of ERISA, and in respect of which the Company or
any of its ERISA Affiliates is (or, if such plan were terminated, would under
Section 4069 of ERISA be deemed to be) an "employer" as defined in Section 3(5)
of ERISA.

               "PRIME RATE" means the rate of interest per annum publicly
announced from time to time by The Chase Manhattan Bank, as its prime rate in
effect at its principal office in New York City; each change in the Prime Rate
shall be effective from and including the date such change is publicly announced
as being effective.

               "REGISTER" has the meaning set forth in Section 10.04(c).

               "REQUIRED LENDERS" means, at any time, Lenders having Revolving
Credit Exposures and unused Commitments representing more than 50% of the sum of
the total Revolving Credit Exposures and unused Commitments at such time;
PROVIDED that, for purposes of declaring the Loans to be due and payable
pursuant to Article VII, and for all purposes after the Loans become due and
payable pursuant to Article VII or the Commitments expire or terminate, the
outstanding Competitive Loans shall be included in the Revolving Credit
Exposures in determining the Required Lenders.

               "REVOLVING CREDIT EXPOSURE" means, with respect to any Lender at
any time, the sum of the outstanding principal amount of such Lender's Revolving
Loans.

               "REVOLVING LOAN" means a Loan made pursuant to Section 2.01.

               "S&P" means Standard & Poor's Rating Services, a division of the
McGraw- Hill Companies, Inc.

               "STATUTORY RESERVE RATE" means a fraction (expressed as a
decimal), the numerator of which is the number one and the denominator of which
is the number one minus the aggregate of the maximum reserve percentages
(including any marginal, special, emergency or supplemental reserves) expressed
as a decimal established by the Board to which the Administrative Agent is
subject for eurocurrency funding (currently referred to as "Eurocurrency
Liabilities" in Regulation D of the Board). Such reserve percentages shall
include those imposed pursuant to such Regulation D. LIBOR Loans shall be deemed
to constitute a eurocurrency 

<PAGE>
                                                                             15

funding and to be subject to such reserve requirements without benefit of or
credit for proration, exemptions or offsets that may be available from time to
time to any Lender under such Regulation D or any comparable regulation. The
Statutory Reserve Rate shall be adjusted automatically on and as of the
effective date of any change in any reserve percentage.

               "STEINHARDT GROUP" means, collectively, I. P. Management Company,
Inc., Institutional Partners, L.P., Steinhardt Management Company, Inc., SP
International S.A., a subsidiary of Steinhardt Management Company, Inc., and
Steinhardt Partners, L.P.

               "SUBSIDIARY" means, with respect to any Person (the "PARENT") at
any date, any corporation, limited liability company, partnership, association
or other entity the accounts of which would be consolidated with those of the
parent in the parent's consolidated financial statements if such financial
statements were prepared in accordance with GAAP as of such date, as well as any
other corporation, limited liability company, partnership, association or other
entity of which securities or other ownership interests representing more than
50% of the equity or more than 50% of the ordinary voting power or, in the case
of a partnership, more than 50% of the general partnership interests are, as of
such date, owned, controlled or held.

               "SUBSIDIARY" means any subsidiary of the Company.

               "TAXES" means any and all present or future taxes, levies,
imposts, duties, deductions, charges or withholdings imposed by any Governmental
Authority.

               "TRANSACTIONS" means the execution, delivery and performance by
the Borrowers of this Agreement and the borrowing of Loans hereunder.

               "TYPE", when used in reference to any Loan or Borrowing, refers
to whether the rate of interest on such Loan, or on the Loans comprising such
Borrowing, is determined by reference to the Adjusted LIBO Rate, the Alternate
Base Rate or, in the case of a Competitive Loan or Borrowing, the Fixed Rate.

               "WHOLLY OWNED SUBSIDIARY" means any Subsidiary of which all of
the equity securities or other ownership interests (other than, in the case of a
corporation or other similar legal entity, directors' qualifying shares or
shares held by residents of the jurisdiction in which such corporation or other
similar legal entity is organized as required by the law of such jurisdiction)
are directly or indirectly owned or controlled by the Company or one or more
Wholly Owned Subsidiaries or by the Company and one or more Wholly Owned
Subsidiaries of the Company.

               "WITHDRAWAL LIABILITY" means liability to a Multiemployer Plan as
a result of a complete or partial withdrawal from such Multiemployer Plan, as
such terms are defined in Part I of Subtitle E of Title IV of ERISA.

               SECTION 1.02. CLASSIFICATION OF LOANS AND BORROWINGS. For
purposes of this Agreement, Loans may be classified and referred to by Class
(E.G., a "Revolving Loan") or by Type (E.G., a "LIBOR Loan") or by Class and
Type (E.G., a "LIBOR Revolving Loan"). Borrowings also may be classified and
referred to by Class (E.G., a "Revolving Borrowing") or by

<PAGE>

                                                                             16

Type (E.G., a "LIBOR Borrowing") or by Class and Type (E.G., a "LIBOR Revolving
Borrowing").

               SECTION 1.03. TERMS GENERALLY. The definitions of terms herein
shall apply equally to the singular and plural forms of the terms defined.
Whenever the context may require, any pronoun shall include the corresponding
masculine, feminine and neuter forms. The words "include", "includes" and
"including" shall be deemed to be followed by the phrase "without limitation".
The word "will" shall be construed to have the same meaning and effect as the
word "shall". Unless the context requires otherwise (a) any definition of or
reference to any agreement, instrument or other document herein shall be
construed as referring to such agreement, instrument or other document as from
time to time amended, supplemented or otherwise modified (subject to any
restrictions on such amendments, supplements or modifications set forth herein),
(b) any reference herein to any Person shall be construed to include such
Person's successors and assigns, (c) the words "herein", "hereof" and
"hereunder", and words of similar import, shall be construed to refer to this
Agreement in its entirety and not to any particular provision hereof, (d) all
references herein to Articles, Sections, Exhibits and Schedules shall be
construed to refer to Articles and Sections of, and Exhibits and Schedules to,
this Agreement and (e) the words "asset" and "property" shall be construed to
have the same meaning and effect and to refer to any and all tangible and
intangible assets and properties, including cash, securities, accounts and
contract rights. Except as otherwise expressly provided herein, all terms of an
accounting or financial nature shall be construed in accordance with GAAP, as in
effect from time to time; PROVIDED that, if the Company notifies the
Administrative Agent that the Company requests an amendment to any provision
hereof to eliminate the effect of any change in GAAP or in the application
thereof on the operation of such provision (or if the Administrative Agent
notifies the Company that the Required Lenders request an amendment to any
provision hereof for such purpose), regardless of whether any such notice is
given before or after such change in GAAP or in the application thereof
(provided such change in GAAP or in the application thereof occurs after the
date hereof), then such provision shall be interpreted on the basis of GAAP as
in effect and applied immediately before such change shall have become effective
until such notice shall have been withdrawn or such provision amended in
accordance herewith.


                                   ARTICLE II

                                   THE CREDITS

               SECTION 2.01. COMMITMENTS. Subject to the terms and conditions
set forth herein, each Lender agrees to make Revolving Loans to the Company from
time to time during the Availability Period in Dollars in an aggregate principal
amount that will not result in (a) such Lender's Revolving Credit Exposure
exceeding such Lender's Commitment or (b) the sum of the total Revolving Credit
Exposures plus the total Competitive Loan Exposures exceeding the total
Commitments. Within the foregoing limits and subject to the terms and conditions
set forth herein, the Company may borrow, prepay and reborrow Revolving Loans.

               SECTION 2.02. LOANS AND BORROWINGS. (a) Each Revolving Loan shall
be made as part of a Borrowing consisting of Revolving Loans made by the Lenders
ratably in accordance with their respective Commitments. Each Competitive Loan
shall be made in

<PAGE>
                                                                             17

accordance with the procedures set forth in Section 2.04. The failure of any
Lender to make any Loan required to be made by it shall not relieve any other
Lender of its obligations hereunder; PROVIDED that the Commitments and
Competitive Bids of the Lenders are several and no Lender shall be responsible
for any other Lender's failure to make Loans as required.

               (b) Subject to Section 2.12, (i) each Revolving Borrowing shall
be comprised entirely of ABR Loans or LIBOR Loans as the Company may request in
accordance herewith, and (ii) each Competitive Borrowing shall be comprised
entirely of Fixed Rate Loans as each Borrower may request in accordance
herewith. Each Lender at its option may make any LIBOR Loan by causing any
domestic or foreign branch or Affiliate of such Lender to make such Loan;
PROVIDED that any exercise of such option shall not affect the obligation of the
Borrower to repay such Loan in accordance with the terms of this Agreement.

               (c) At the commencement of each Interest Period for any LIBOR
Revolving Borrowing, such Borrowing shall be in an aggregate amount that is an
integral multiple of $1,000,000 and not less than $5,000,000. At the time that
each ABR Revolving Borrowing is made, such Borrowing shall be in an aggregate
amount that is an integral multiple of $1,000,000 and not less than $5,000,000;
PROVIDED that an ABR Revolving Borrowing may be in an aggregate amount that is
equal to the entire unused balance of the total Commitments. Each Competitive
Borrowing denominated in Dollars shall be in an aggregate amount that is an
integral multiple of $1,000,000 and not less than $5,000,000, and each
Competitive Borrowing denominated in an Alternative Currency shall be in an
aggregate principal amount that is not less than the Dollar Equivalent of
$5,000,000. Borrowings of more than one Type and Class may be outstanding at the
same time; PROVIDED that there shall not at any time be more than a total of ten
LIBOR Revolving Borrowings outstanding.

               (d) Notwithstanding any other provision of this Agreement, a
Borrower shall not be entitled to request, or elect to convert or continue, any
Borrowing if the Interest Period requested with respect thereto would end after
the Maturity Date.

               SECTION 2.03. REQUESTS FOR REVOLVING BORROWINGS. In order to
request a Revolving Borrowing, the Company (on its own behalf and on behalf of
any other Borrower) shall notify the Administrative Agent of such request by
telephone (a) in the case of a LIBOR Borrowing, not later than 12:00 noon, New
York City time, three Business Days before the date of the proposed Borrowing or
(b) in the case of an ABR Borrowing, not later than 12:00 noon, New York City
time, one Business Day before the date of the proposed Borrowing. Each such
telephonic Borrowing Request shall be irrevocable and shall be confirmed
promptly by hand delivery or telecopy to the Administrative Agent of a written
Borrowing Request in a form approved by the Administrative Agent and signed by
the Company. Each such telephonic and written Borrowing Request shall specify
the following information in compliance with Section 2.02:

               (i)  the aggregate amount of the requested Borrowing;

               (ii) the date of such Borrowing, which shall be a Business Day;

               (iii)whether such Borrowing is to be an ABR Borrowing or a LIBOR
                    Borrowing;

<PAGE>
                                                                             18

               (iv) in the case of a LIBOR Borrowing, the initial Interest
         Period to be applicable thereto, which shall be a period contemplated
         by the definition of the term "Interest Period"; and

               (v) the location and number of the Borrower's account to which
         funds are to be disbursed, which shall comply with the requirements of
         Section 2.05.

If no election as to the Type of Revolving Borrowing is specified, then the
requested Revolving Borrowing shall be an ABR Borrowing. If no Interest Period
is specified with respect to any requested LIBOR Revolving Borrowing, then the
Company shall be deemed to have selected an Interest Period of one month's
duration. Promptly following receipt of a Borrowing Request in accordance with
this Section, the Administrative Agent shall advise each Lender of the details
thereof and of the amount of such Lender's Loan to be made as part of the
requested Borrowing.

               SECTION 2.04. COMPETITIVE BID PROCEDURE. (a) Subject to the terms
and conditions set forth herein, from time to time during the Availability
Period the Company (on its own behalf and on behalf of any other Borrower) may
request Competitive Bids and the Company (on its own behalf and on behalf of any
other Borrower) may (but shall not have any obligation to) accept Competitive
Bids and borrow Competitive Loans; PROVIDED that the sum of the total Revolving
Credit Exposures plus the total Competitive Loan Exposures at any time shall not
exceed the total Commitments. In order to request Competitive Bids, the Company
shall notify the Administrative Agent of such request by telephone, not later
than 11:00 a.m., New York City time, one Business Day before the date of the
proposed Borrowing; PROVIDED that such Borrower may submit up to (but not more
than) three Competitive Bid Requests on the same day, but a Competitive Bid
Request shall not be made within five Business Days (or such lesser number of
days as the Administrative Agent may agree) after the date of any previous
Competitive Bid Request, unless any and all such previous Competitive Bid
Requests shall have been withdrawn or all Competitive Bids received in response
thereto rejected. Each such telephonic Competitive Bid Request shall be
confirmed promptly by hand delivery or telecopy to the Administrative Agent of a
written Competitive Bid Request in a form approved by the Administrative Agent
and signed by the Company. Each such telephonic and written Competitive Bid
Request shall specify the following information in compliance with Section 2.02:

               (i) the aggregate amount of the requested Borrowing;

               (ii) the Currency of the requested Borrowing;

               (iii) the date of such Borrowing, which shall be a Business Day;

               (iv) the Interest Period to be applicable to such Borrowing,
         which shall be a period contemplated by the definition of the term
         "Interest Period"; and

               (v) the location and number of the Borrower's account to which
         funds are to be disbursed, which shall comply with the requirements of
         Section 2.05.

<PAGE>

                                                                             19

If no election as to the Currency of Borrowing is specified in any Competitive
Bid Request, then the applicable Borrower shall be deemed to have requested a
Borrowing in Dollars. Promptly following receipt of a Competitive Bid Request in
accordance with this Section, the Administrative Agent shall notify the Lenders
of the details thereof by telecopy, inviting the Lenders to submit Competitive
Bids.

               (b) Each Lender may (but shall not have any obligation to) make
one or more Competitive Bids to such Borrower responsive to a Competitive Bid
Request. Each Competitive Bid by a Lender must be in a form approved by the
Administrative Agent and must be received by the Administrative Agent by
telecopy, not later than 10:00 a.m., New York City time, on the proposed date of
such Competitive Borrowing. Competitive Bids that do not conform substantially
to the form approved by the Administrative Agent may be rejected by the
Administrative Agent, and the Administrative Agent shall notify the applicable
Lender as promptly as practicable. Each Competitive Bid shall specify (i) the
principal amount of the Competitive Loan or Loans that the Lender is willing to
make (which, in the case of a Competitive Borrowing denominated in Dollars,
shall be a minimum of $5,000,000 and an integral multiple of $1,000,000 and, in
the case of a Competitive Borrowing denominated in an Alternative Currency,
shall be a minimum principal amount the Dollar Equivalent of which is equal to
$5,000,000, and which may equal the entire principal amount of the Competitive
Borrowing requested by such Borrower), (ii) the Competitive Bid Rate or Rates at
which the Lender is prepared to make such Loan or Loans (expressed as a
percentage rate per annum in the form of a decimal to no more than four decimal
places) and (iii) the Interest Period applicable to each such Loan and the last
day thereof.

               (c) The Administrative Agent shall promptly notify such Borrower
by telecopy of the Competitive Bid Rate and the principal amount specified in
each Competitive Bid and the identity of the Lender that shall have made such
Competitive Bid.

               (d) Subject only to the provisions of this paragraph (d), such
Borrower may accept or reject any Competitive Bid. Such Borrower shall notify
the Administrative Agent by telephone, confirmed by telecopy in a form approved
by the Administrative Agent, whether and to what extent it has decided to accept
or reject each Competitive Bid, not later than 11:00 a.m., New York City time,
on the proposed date of the Competitive Borrowing; PROVIDED, that (i) the
failure of such Borrower to give such notice shall be deemed to be a rejection
of each Competitive Bid, (ii) such Borrower shall not accept a Competitive Bid
made at a particular Competitive Bid Rate if such Borrower rejects a Competitive
Bid made at a lower Competitive Bid Rate, (iii) the aggregate amount of the
Competitive Bids accepted by such Borrower shall not exceed the aggregate amount
of the requested Competitive Borrowing specified in the related Competitive Bid
Request, (iv) to the extent necessary to comply with clause (iii) above, such
Borrower may accept Competitive Bids at the same Competitive Bid Rate in part,
which acceptance, in the case of multiple Competitive Bids at such Competitive
Bid Rate, shall be made pro rata in accordance with the amount of each such
Competitive Bid, and (v) except pursuant to clause (iv) above, no Competitive
Bid shall be accepted for a Competitive Loan unless such Competitive Loan is, in
the case of a Competitive Borrowing denominated in Dollars, in a minimum
principal amount of $5,000,000 and an integral multiple of $1,000,000 and, in
the case of a Competitive Borrowing denominated in an Alternative Currency, in a
minimum principal amount the Dollar Equivalent of which is $5,000,000; PROVIDED
FURTHER that if a Competitive Loan

<PAGE>

                                                                             20

must be in an amount less than $5,000,000 or an amount in an Alternative
Currency of which the Dollar Equivalent is $5,000,000 because of the provisions
of clause (iv) above, such Competitive Loan may be for a minimum of $1,000,000
or an amount in an Alternative Currency of which the Dollar Equivalent is
$1,000,000 or any integral multiple thereof, and in calculating the pro rata
allocation of acceptances of portions of multiple Competitive Bids at a
particular Competitive Bid Rate pursuant to clause (iv) the amounts shall be
rounded in a manner determined by such Borrower. A notice given by such Borrower
pursuant to this paragraph (d) shall be irrevocable.

               (e) The Administrative Agent shall promptly notify each bidding
Lender by telecopy whether or not its Competitive Bid has been accepted (and, if
so, the amount and Competitive Bid Rate so accepted), and each successful bidder
will thereupon become bound, subject to the terms and conditions hereof, to make
the Competitive Loan in respect of which its Competitive Bid has been accepted.

               (f) If the Administrative Agent shall elect to submit a
Competitive Bid in its capacity as a Lender, it shall submit such Competitive
Bid directly to such Borrower at least one quarter of an hour earlier than the
time by which the other Lenders are required to submit their Competitive Bids to
the Administrative Agent pursuant to paragraph (b) of this Section.

               SECTION 2.05. FUNDING OF BORROWINGS. (a) Each Lender shall make
each Loan to be made by it hereunder on the proposed date thereof by wire
transfer of immediately available funds in Dollars or in the applicable
Alternative Currency, as the case may be, to the account of the Administrative
Agent most recently designated by it for such purpose by notice to the Lenders,
by 12:00 noon, New York City time (or, in the case of any Competitive Loan with
respect to which the Borrower shall have requested funding in another
jurisdiction, to such account in such jurisdiction as the Administrative Agent
shall designate for such purpose by notice to the applicable Lenders, by 12:00
noon, local time). The Administrative Agent will make such Loans available to
the Borrower by promptly crediting the amounts so received, in like funds, to an
account of such Borrower maintained with the Administrative Agent in New York
City (or, in the case of any Competitive Loan with respect to which the Borrower
shall have requested funding in another jurisdiction, to such account in such
jurisdiction as the Borrower shall have designated in the applicable Competitive
Bid Request).

               (b) Unless the Administrative Agent shall have received notice
from a Lender prior to the proposed date of any Borrowing that such Lender will
not make available to the Administrative Agent such Lender's share of such
Borrowing, the Administrative Agent may assume that such Lender has made such
share available on such date in accordance with paragraph (a) of this Section
and may, in reliance upon such assumption, make available to such Borrower a
corresponding amount. In such event, if a Lender has not in fact made its share
of the applicable Borrowing available to the Administrative Agent, then the
applicable Lender and such Borrower severally agree to pay to the Administrative
Agent forthwith on demand such corresponding amount with interest thereon, for
each day from and including the date such amount is made available to such
Borrower to but excluding the date of payment to the Administrative Agent, at
(i) in the case of such Lender, the Federal Funds Effective Rate or (ii) in the
case of such Borrower, the interest rate on the applicable Borrowing. If such
Lender pays such amount to the Administrative Agent, then such amount shall
constitute such Lender's Loan included in such Borrowing.

<PAGE>
                                                                             21

               SECTION 2.06. INTEREST ELECTIONS. (a) Each Revolving Borrowing
initially shall be of the Type specified in the applicable Borrowing Request
and, in the case of a LIBOR Revolving Borrowing, shall have an initial Interest
Period as specified in such Borrowing Request. Thereafter, the applicable
Borrower may elect to convert such Borrowing to a different Type or to continue
such Borrowing and, in the case of a LIBOR Revolving Borrowing, may elect new
Interest Periods therefor, all as provided in this Section. The applicable
Borrower may elect different options with respect to different portions of the
affected Borrowing, in which case each such portion shall be allocated ratably
among the Lenders holding the Loans comprising such Borrowing, and the Loans
comprising each such portion shall be considered a separate Borrowing. This
Section shall not apply to Competitive Borrowings, which may not be converted or
continued.

               (b) In order to make an election pursuant to this Section, the
applicable Borrower shall notify the Administrative Agent of such election by
telephone by the time that a Borrowing Request would be required under Section
2.03 if the Borrower were requesting a Revolving Borrowing of the Type resulting
from such election to be made on the effective date of such election. Each such
telephonic Interest Election Request shall be irrevocable and shall be confirmed
promptly by hand delivery or telecopy to the Administrative Agent of a written
Interest Election Request in a form approved by the Administrative Agent and
signed by the applicable Borrower.

               (c) Each telephonic and written Interest Election Request shall
specify the following information in compliance with Section 2.02:

               (i) the Borrowing to which such Interest Election Request applies
         and, if different options are being elected with respect to different
         portions thereof, the portions thereof to be allocated to each
         resulting Borrowing (in which case the information to be specified
         pursuant to clauses (iii) and (iv) below shall be specified for each
         resulting Borrowing);

               (ii) the effective date of the election made pursuant to such
         Interest Election Request, which shall be a Business Day;

               (iii) whether the resulting Borrowing is to be an ABR Borrowing
         or a LIBOR Borrowing; and

               (iv) if the resulting Borrowing is a LIBOR Borrowing, the
         Interest Period to be applicable thereto after giving effect to such
         election, which shall be a period contemplated by the definition of the
         term "Interest Period".

If any such Interest Election Request requests a LIBOR Borrowing but does not
specify an Interest Period, then the Company shall be deemed to have selected an
Interest Period of one month's duration.

               (d) Promptly following receipt of an Interest Election Request,
the Administrative Agent shall advise each Lender of the details thereof and of
such Lender's portion of each resulting Borrowing.

<PAGE>
                                                                             22

               (e) If a Borrower fails to deliver a timely Interest Election
Request with respect to a LIBOR Revolving Borrowing prior to the end of the
Interest Period applicable thereto, then, unless such Borrowing is repaid as
provided herein, at the end of such Interest Period such Borrowing shall be
converted to an ABR Borrowing. Notwithstanding any contrary provision hereof, if
an Event of Default has occurred and is continuing and the Administrative Agent,
at the request of the Required Lenders, so notifies the Company, then, so long
as an Event of Default is continuing (i) no outstanding Revolving Borrowing may
be converted to or continued as a LIBOR Borrowing and (ii) unless repaid, each
LIBOR Revolving Borrowing shall be converted to an ABR Borrowing at the end of
the Interest Period applicable thereto.

               SECTION 2.07. TERMINATION AND REDUCTION OF COMMITMENTS. (a)
Unless previously terminated, the Commitments shall terminate on the Maturity
Date; PROVIDED that the Commitments shall terminate at 3:00 p.m., New York City
time, on October 15, 1996, if the Effective Date has not occurred prior to such
time.

               (b) Subject to Section 2.09(d), the Company may at any time
terminate, or from time to time reduce, the Commitments; PROVIDED that (i) each
reduction of the Commitments shall be in an amount that is an integral multiple
of $1,000,000 and not less than $5,000,000 and (ii) the Company shall not
terminate or reduce the Commitments if, after giving effect to any concurrent
prepayment of the Loans, the sum of the Revolving Credit Exposures plus the
Competitive Loan Exposures would exceed the total Commitments.

               (c) The Company shall notify the Administrative Agent of any
election to terminate or reduce the Commitments under paragraph (b) of this
Section at least three Business Days prior to the effective date of such
termination or reduction, specifying such election and the effective date
thereof. Promptly following receipt of any notice, the Administrative Agent
shall advise the Lenders of the contents thereof. Each notice delivered by the
Company pursuant to this Section shall be irrevocable; PROVIDED that a notice of
termination of the Commitments delivered by the Company may state that such
notice is conditioned upon the effectiveness of other credit facilities, in
which case such notice may be revoked by the Company (by notice to the
Administrative Agent on or prior to the specified effective date) if such
condition is not satisfied. Any termination or reduction of the Commitments
shall be permanent. Each reduction of the Commitments shall be made ratably
among the Lenders in accordance with their respective Commitments.

               SECTION 2.08. REPAYMENT OF LOANS; EVIDENCE OF DEBT. (a) Each
Borrower hereby unconditionally promises to pay (i) to the Administrative Agent
for the account of each Lender the then unpaid principal amount of each
Revolving Loan on the Maturity Date and (ii) to the Administrative Agent for the
account of each Lender the then unpaid principal amount of each Competitive Loan
on the last day of the Interest Period applicable to such Loan.

               (b) Each Lender shall maintain in accordance with its usual
practice an account or accounts evidencing the indebtedness of each Borrower to
such Lender resulting from each Loan made by such Lender, including the amounts
of principal and interest payable and paid to such Lender from time to time
hereunder.

<PAGE>
                                                                             23

               (c) The Administrative Agent shall maintain accounts in which it
shall record (i) the amount of each Loan made hereunder, the Class and Type
thereof and the Interest Period applicable thereto, (ii) the amount of any
principal or interest due and payable or to become due and payable from each
Borrower to each Lender hereunder and (iii) the amount of any sum received by
the Administrative Agent hereunder for the account of the Lenders and each
Lender's share thereof.

               (d) The entries made in the accounts maintained pursuant to
paragraphs (b) and (c) of this Section shall be PRIMA FACIE evidence of the
existence and amounts of the obligations recorded therein; PROVIDED that the
failure of any Lender or the Administrative Agent to maintain such accounts or
any error therein shall not in any manner affect the obligation of any Borrower
to repay the Loans in accordance with the terms of this Agreement.

               (e) Any Lender may request that Loans made by it be evidenced by
a promissory note for its Competitive Loans and a promissory note for its
Revolving Loans. In such event, the Borrower shall prepare, execute and deliver
to such Lender promissory notes payable to the order of such Lender (or, if
requested by such Lender, to such Lender and its registered assigns) and in a
form approved by the Administrative Agent and the Company. Thereafter, the Loans
evidenced by such promissory notes and interest thereon shall at all times
(including after assignment pursuant to Section 10.04) be represented by one or
more promissory notes in such form payable to the order of the payee named
therein (or, if such promissory note is a registered note, to such payee and its
registered assigns).

               SECTION 2.09. PREPAYMENT OF LOANS. (a) Subject to Section
2.09(d), the applicable Borrower shall have the right at any time and from time
to time to prepay any Borrowing, in whole or in part.

               (b) In the event of any termination of the Commitments, the
Borrowers shall prepay all outstanding Borrowings on the date of such
termination. In the event of any reduction of the Commitments, the Borrowers
shall prepay outstanding Borrowings to the extent, if any, necessary so that, on
the date of and after giving effect to such reduction, the sum of the Revolving
Credit Exposures and the Competitive Loan Exposures does not exceed the total
Commitments.

               (c) The applicable Borrower shall notify the Administrative Agent
by telephone (confirmed by telecopy) of any prepayment hereunder (i) in the case
of prepayment of a LIBOR Revolving Borrowing, not later than 11:00 a.m., New
York City time, three Business Days before the date of prepayment, or (ii) in
the case of prepayment of an ABR Revolving Borrowing, not later than 11:00 a.m.,
New York City time, one Business Day before the date of prepayment. Each such
notice shall be irrevocable and shall specify the prepayment date and the
principal amount of each Borrowing or portion thereof to be prepaid; PROVIDED
that, if a notice of prepayment is given in connection with a conditional notice
of termination of the Commitments as contemplated by Section 2.07, then such
notice of prepayment may be revoked if such notice of termination is revoked in
accordance with Section 2.07. Promptly following receipt of any such notice
relating to a Revolving Borrowing, the Administrative Agent shall advise the
Lenders of the contents thereof. Each partial prepayment of any Revolving
Borrowing shall be in an amount that would be permitted in the case of an
advance of a Revolving Borrowing of the same

<PAGE>
                                                                             24

Type as provided in Section 2.02. Each prepayment of a Revolving Borrowing shall
be applied ratably to the Loans included in the prepaid Borrowing. Prepayments
shall be accompanied by accrued interest to the extent required by Section 2.11.

               (d) Borrowers shall not have the right to prepay any Competitive
Loan without the prior consent of the Lender thereof and shall not terminate or
reduce the Commitments if such termination or reduction would require prepayment
of any Competitive Loan and such consent has not been obtained.

               SECTION 2.10. FEES. (a) The Company agrees to pay to the
Administrative Agent for the account of each Lender a facility fee, which shall
accrue at the rate equal to the Applicable Margin per annum in effect from time
to time, in such case on the daily amount of the Commitment of such Lender
(whether used or unused) during the period from and including the date of this
Agreement to but excluding the date on which such Commitment terminates;
PROVIDED that, if such Lender continues to have any Revolving Credit Exposure
after its Commitment terminates, then such facility fee shall continue to accrue
on the daily amount of such Lender's Revolving Credit Exposure from and
including the date on which its Commitment terminates to but excluding the date
on which such Lender ceases to have any Revolving Credit Exposure. Accrued
facility fees shall be payable in arrears on the last day of March, June,
September and December of each year and on the date on which the Commitments
terminate, commencing on the first such date to occur after the date hereof;
PROVIDED that any facility fees accruing after the date on which the Commitments
terminate shall be payable on demand. All facility fees shall be computed on the
basis of a year of 360 days and shall be payable for the actual number of days
elapsed (including the first day but excluding the last day).

               (b) Each Borrower agrees to pay to the Administrative Agent, for
its own account, fees payable in the amounts and at the times separately agreed
upon between such Borrower and the Administrative Agent.

               (c) All fees payable hereunder shall be paid on the dates due, in
immediately available funds, to the Administrative Agent for distribution, in
the case of facility fees, to the Lenders. Fees paid shall not be refundable
under any circumstances.

               SECTION 2.11. INTEREST. (a) The Loans comprising each ABR
Borrowing shall bear interest at a rate per annum equal to the Alternate Base
Rate.

               (b) The Loans comprising each LIBOR Borrowing shall bear interest
at a rate per annum equal to the Adjusted LIBO Rate for the Interest Period in
effect for such Borrowing plus the Applicable Margin in effect from time to
time.

               (c) Each Fixed Rate Loan shall bear interest at a rate per annum
equal to the Fixed Rate applicable to such Loan.

               (d) Notwithstanding the foregoing, if any principal of or
interest on any Loan or any fee or other amount payable by any Borrower
hereunder is not paid when due, whether at stated maturity, upon acceleration or
otherwise, such overdue amount shall bear interest, after as well as before
judgment, at a rate per annum equal to (i) in the case of overdue principal of
any 

<PAGE>
                                                                             25

Loan, the rate otherwise applicable to such Loan as provided above plus 2%
or (ii) in the case of any other amount, the rate applicable to ABR Loans as
provided above plus 2%.

               (e) Accrued interest on each Loan shall be payable in arrears on
each Interest Payment Date for such Loan; PROVIDED that (i) interest accrued
pursuant to paragraph (d) of this Section shall be payable on demand, (ii) in
the event of any repayment or prepayment of any Loan, accrued interest on the
principal amount repaid or prepaid shall be payable on the date of such
repayment or prepayment and (iii) in the event of any conversion of any LIBOR
Revolving Loan prior to the end of the current Interest Period therefor, accrued
interest on such Loan shall be payable on the effective date of such conversion.

               (f) All interest hereunder shall be computed on the basis of a
year of 360 days, except that interest computed by reference to the Alternate
Base Rate at times when the Alternate Base Rate is based on the Prime Rate shall
be computed on the basis of a year of 365 days (or 366 days in a leap year), and
in each case shall be payable for the actual number of days elapsed (including
the first day but excluding the last day). The applicable Alternate Base Rate,
Adjusted LIBO Rate or LIBO Rate shall be determined by the Administrative Agent,
and such determination shall be conclusive absent manifest error.

               SECTION 2.12. ALTERNATE RATE OF INTEREST. If prior to the
commencement of any Interest Period for a LIBOR Borrowing:

               (a) the Administrative Agent determines (which determination
         shall be conclusive absent manifest error) that adequate and reasonable
         means do not exist for ascertaining the Adjusted LIBO Rate for such
         Interest Period or that a Change in Law makes it unlawful for any one
         or more of the Lenders to make a LIBOR Loan; or

               (b) the Administrative Agent is advised by the Required Lenders
         that the Adjusted LIBO Rate for such Interest Period will not
         adequately and fairly reflect the cost to such Lenders (or Lender) of
         making or maintaining their Loans (or its Loan) comprising such
         Borrowing for such Interest Period;

then the Administrative Agent shall give notice thereof to the Company and the
Lenders by telephone or telecopy as promptly as practicable thereafter and,
until the Administrative Agent notifies the Company and the Lenders that the
circumstances giving rise to such notice no longer exist, (i) any Interest
Election Request that requests the conversion of any Revolving Borrowing to, or
continuation of any Revolving Borrowing as, a LIBOR Borrowing shall be
ineffective and (ii) if any Borrowing Request requests a LIBOR Revolving
Borrowing, such Borrowing shall be made as an ABR Borrowing; PROVIDED that if
the circumstances giving rise to such notice do not affect all the Lenders, then
requests by the Borrowers for LIBOR Competitive Borrowings may be made to
Lenders that are not affected thereby.

               SECTION 2.13.  INCREASED COSTS.  (a)  If any Change in Law shall:

               (i) impose, modify or deem applicable any reserve, special
         deposit or similar requirement against assets of, deposits with or for
         the account of, or credit extended by,

<PAGE>
                                                                             26

         any Lender (except any such reserve requirement reflected in the
         Adjusted LIBO Rate); or

             (ii) impose on any Lender or the London interbank market any other
        condition affecting this Agreement or LIBOR Loans or Fixed Rate Loans
        made by such Lender;

and the result of any of the foregoing shall be to increase the cost to such
Lender of making or maintaining any LIBOR Loan or Fixed Rate Loan or to reduce
the amount of any sum received or receivable by such Lender (whether of
principal, interest or otherwise) by an amount deemed by such Lender in good
faith to be material, then the applicable Borrower will pay to such Lender such
additional amount or amounts as will compensate such Lender for such additional
costs incurred or reduction suffered.

               (b) If any Lender determines that any Change in Law regarding
capital requirements has or would have the effect of reducing the rate of return
on such Lender's capital or on the capital of such Lender's holding company, if
any, as a consequence of this Agreement or the Loans made by such Lender, to a
level below that which such Lender or such Lender's holding company could have
achieved but for such Change in Law (taking into consideration such Lender's
policies and the policies of such Lender's holding company with respect to
capital adequacy) by an amount deemed by such Lender to be material, then from
time to time the Company will pay to such Lender such additional amount or
amounts as will compensate such Lender or such Lender's holding company for any
such reduction suffered.

               (c) A certificate of a Lender setting forth the amount or amounts
necessary to compensate such Lender or its holding company, as the case may be,
as specified in paragraph (a) or (b) of this Section and setting forth and
explaining in reasonable detail the manner in which such amount or amounts shall
have been determined shall be delivered to the applicable Borrower and shall be
prima facie evidence of such amount or amounts (it being agreed that no Borrower
shall have access in connection with this Section 2.13 to the internal records
of the Administrative Agent or any Lender underlying any such certificate). The
applicable Borrower shall pay such Lender the amount shown as due on any such
certificate within 10 days after receipt thereof.

               (d) Failure or delay on the part of any Lender to demand
compensation pursuant to this Section shall not constitute a waiver of such
Lender's right to demand such compensation; PROVIDED that the Borrowers shall
not be required to compensate a Lender pursuant to this Section for any
increased costs or reductions incurred more than 90 days prior to the date that
such Lender notifies such Borrower of the Change in Law giving rise to such
increased costs or reductions and of such Lender's intention to claim
compensation therefor; PROVIDED FURTHER that, if the Change in Law giving rise
to such increased costs or reductions is retroactive, then the 90-day period
referred to above shall be extended to include the period of retroactive effect
thereof.

               (e) Notwithstanding the foregoing provisions of this Section, a
Lender shall not be entitled to compensation pursuant to this Section in respect
of any Competitive Loan if the Change in Law that would otherwise entitle it to
such compensation shall have been publicly announced prior to submission of the
Competitive Bid pursuant to which such Loan was made.

<PAGE>
                                                                            27

               SECTION 2.14. BREAK FUNDING PAYMENTS. In the event of (a) the
payment of any principal of any LIBOR Loan or Fixed Rate Loan other than on the
last day of an Interest Period applicable thereto, (b) the conversion of any
LIBOR Loan other than on the last day of the Interest Period applicable thereto,
(c) the failure to borrow, convert, continue or prepay any Revolving Loan on the
date specified in any notice delivered pursuant hereto (regardless of whether
such notice is permitted to be revocable and is revoked in accordance herewith),
(d) the failure to borrow any Competitive Loan after accepting the Competitive
Bid to make such Loan, or (e) the assignment of any LIBOR Loan or Fixed Rate
Loan other than on the last day of the Interest Period applicable thereto as a
result of a request by any Borrower pursuant to Section 2.17, then, in any such
event, the applicable Borrower shall compensate each Lender for the loss, cost
and expense attributable to such event by payment to such Lender of an amount
determined by such Lender to be equal to the excess, if any, of (i) the amount
of interest that such Lender would pay for a deposit equal to the principal
amount of the applicable Loan for the period from the date of such payment,
conversion, failure or assignment to the last day of the then current Interest
Period for such Loan (or, in the case of a failure to borrow, convert or
continue, the duration of the Interest Period that would have resulted from such
borrowing, conversion or continuation) if the interest rate payable on such
deposit were equal to the Adjusted LIBO Rate in effect (or that would have been
in effect) for such Interest Period, over (ii) the amount of interest that such
Lender would earn on such principal amount for such period if such Lender were
to invest such principal amount for such period at the interest rate that would
be bid by such Lender (or an affiliate of such Lender) for dollar deposits at
other banks in the London interbank market at the commencement of such period. A
certificate of any Lender setting forth any amount or amounts that such Lender
is entitled to receive pursuant to this Section and setting forth and explaining
in reasonable detail the manner in which such amount or amounts shall have been
determined shall be delivered to the applicable Borrower and shall be prima
facie evidence of such amount or amounts (it being agreed that no Borrower shall
have access in connection with this Section 2.14 to the internal records of the
Administrative Agent or any Lender underlying any such certificate). Such
Borrower shall pay such Lender the amount shown as due on any such certificate
within 10 days after receipt thereof.

               SECTION 2.15. TAXES. (a) Any and all payments by or on account of
any obligation of any Borrower hereunder shall be made free and clear of and
without deduction for any Indemnified Taxes or Other Taxes; PROVIDED that if
such Borrower shall be required to deduct any Indemnified Taxes or Other Taxes
from such payments, then (i) the sum payable shall be increased as necessary so
that after making all required deductions (including deductions applicable to
additional sums payable under this Section) the Administrative Agent or Lender
(as the case may be) receives an amount equal to the sum it would have received
had no such deductions been made, (ii) such Borrower shall make such deductions
and (iii) such Borrower shall pay the full amount deducted to the relevant
Governmental Authority in accordance with applicable law.

               (b) In addition, the Borrowers shall pay any Other Taxes to the
relevant Governmental Authority in accordance with applicable law.

               (c) The Borrowers shall indemnify the Administrative Agent and
each Lender, within 10 days after written demand therefor, for the full amount
of any Indemnified Taxes or Other Taxes paid by the Administrative Agent or such
Lender, as the case may be, on or with

<PAGE>
                                                                             28

respect to any payment by or on account of any obligation of the Borrowers
hereunder (including Indemnified Taxes or Other Taxes imposed or asserted on or
attributable to amounts payable under this Section) and any liability (including
penalties, interest and reasonable expenses) arising therefrom or with respect
thereto, whether or not such Taxes or Other Taxes were correctly or legally
imposed or asserted by the relevant Governmental Authority. A certificate as to
the amount of such payment or liability and setting forth and explaining in
reasonable detail the manner in which such amount shall have been determined
delivered to a Borrower by a Lender, or by the Administrative Agent on its own
behalf or on behalf of a Lender, shall be prima facie evidence of such amount or
amounts (it being agreed that no Borrower shall have access in connection with
this Section 2.15 to the internal records of the Administrative Agent or any
Lender underlying any such certificate).

               (d) As soon as practicable after any payment of Indemnified Taxes
or Other Taxes by any Borrower to a Governmental Authority, such Borrower shall
deliver to the Administrative Agent the original or a certified copy of a
receipt issued by such Governmental Authority evidencing such payment, a copy of
the tax return reporting such payment or other evidence of such payment
reasonably satisfactory to the Administrative Agent.

               (e) Any Foreign Lender that is entitled to an exemption from or
reduction of withholding tax under the law of the jurisdiction in which a
Borrower is located, or any treaty to which such jurisdiction is a party, with
respect to payments under this Agreement shall deliver to such Borrower (with a
copy to the Administrative Agent), at the time or times prescribed by applicable
law, properly completed and executed forms prescribed by applicable law
(together with such other documentation or certification as such Borrower may
reasonably request) that will permit such Borrower to make such payments without
withholding or at a reduced rate.

               SECTION 2.16. PAYMENTS GENERALLY; PRO RATA TREATMENT; SHARING OF
SET-OFFS. (a) Each Borrower shall make each payment required to be made by it
hereunder (whether of principal, interest, fees or otherwise) prior to 12:00
noon, local time at the place of payment, on the date when due, in immediately
available funds. Each such payment shall be made to the Administrative Agent at
its offices at 270 Park Avenue, New York, New York (or, in the case of any
payment in respect of a Competitive Loan with respect to which the Borrower
shall have requested funding in another jurisdiction, to an account in such
jurisdiction designated by the Administrative Agent), without set-off or
counterclaim. Any amounts received after such time on any date may, in the
discretion of the Administrative Agent, be deemed to have been received on the
next succeeding Business Day for purposes of calculating interest thereon. The
Administrative Agent shall distribute any such payments received for the account
of any other Person to the appropriate recipient promptly following receipt
thereof. If any payment hereunder shall be due on a day that is not a Business
Day, the date for payment shall be extended to the next succeeding Business Day
and, in the case of any payment accruing interest, interest thereon shall be
payable for the period of such extension.

               (b) If at any time insufficient funds are received by and
available to the Administrative Agent to fully pay all amounts then due
hereunder, such funds shall be applied to the amounts then due hereunder in such
order and priority as the Administrative Agent may elect; PROVIDED that any
funds that the Administrative Agent elects to apply to principal, interest or
fees 

<PAGE>
                                                                             29

then due shall be applied ratably to all amounts of principal, interest or
fees (as the case may be) then due.

               (c) If any Lender shall, by exercising any right of set-off or
counterclaim or otherwise, obtain payment in respect of any principal of or
interest on any of its Revolving Loans resulting in such Lender receiving
payment of a greater proportion of the aggregate amount of its Revolving Loans
and accrued interest thereon than the proportion received by any other Lender,
then the Lender receiving such greater proportion shall purchase (for cash at
face value) participations in the Revolving Loans of other Lenders to the extent
necessary so that the benefit of all such payments shall be shared by the
Lenders ratably in accordance with the aggregate amount of principal of and
accrued interest on their respective Revolving Loans; PROVIDED that (i) if any
such participations are purchased and all or any portion of the payment giving
rise thereto is recovered, such participations shall be rescinded and the
purchase price restored to the extent of such recovery, without interest, and
(ii) the provisions of this paragraph shall not be construed to apply to any
payment made by the Borrower pursuant to and in accordance with the express
terms of this Agreement or any payment obtained by a Lender as consideration for
the assignment of or sale of a participation in any of its Loans to any assignee
or participant other than the Company or any Subsidiary or Affiliate thereof.
Each Borrower consents to the foregoing and agrees, to the extent it may
effectively do so under applicable law, that any Lender acquiring a
participation pursuant to the foregoing arrangements may exercise against such
Borrower rights of set-off and counterclaim with respect to such participation
as fully as if such Lender were a direct creditor of such Borrower in the amount
of such participation.

               SECTION 2.17. MITIGATION OBLIGATIONS; REPLACEMENT OF LENDERS. (a)
If any Lender requests compensation under Section 2.13, or if any Borrower is
required to pay any additional amount to any Lender or any Governmental
Authority for the account of any Lender pursuant to Section 2.15, then such
Lender shall use reasonable efforts to designate a different lending office for
funding or booking its Loans hereunder or to assign its rights and obligations
hereunder to another of its offices, branches or affiliates, if, in the judgment
of such Lender, such designation or assignment (i) would eliminate or reduce
amounts payable pursuant to Section 2.13 or 2.15, as the case may be, in the
future and (ii) would not subject such Lender to any unreimbursed cost or
expense that such Lender determines in good faith to be material and would not
otherwise be materially disadvantageous to such Lender in its good faith
judgment. Each Borrower hereby agrees to pay all reasonable costs and expenses
incurred by any Lender in connection with any such designation or assignment.

               (b) If any Lender requests compensation under Section 2.13, or if
any Borrower is required to pay any additional amount to any Lender or any
Governmental Authority for the account of any Lender pursuant to Section 2.15,
or if any Lender defaults in its obligation to fund Loans hereunder, then the
applicable Borrower may, at its sole expense and effort, upon notice to such
Lender and the Administrative Agent, require such Lender to assign and delegate,
without recourse (in accordance with and subject to the restrictions contained
in Section 10.04, except that the Borrower shall pay the processing and
recordation fee required by Section 10.04(b)(iv)), all its interests, rights and
obligations under this Agreement (other than any outstanding Competitive Loans
held by it) to an assignee that shall assume such obligations (which assignee
may be another Lender, if a Lender accepts such assignment); PROVIDED that (i)
such Lender shall have received payment of an amount equal to the outstanding
principal of its Loans (other than 

<PAGE>
                                                                             30

Competitive Loans) and accrued interest thereon, accrued fees and all other
amounts payable to it hereunder, from the assignee (to the extent of such
outstanding principal and accrued interest and fees) or such Borrower (in the
case of all other amounts) and (ii) in the case of any such assignment resulting
from a claim for compensation under Section 2.13 or payments required to be made
pursuant to Section 2.15, such assignment will result in a reduction in such
compensation or payments. A Lender shall not be required to make any such
assignment and delegation if, prior thereto, as a result of a waiver by such
Lender or otherwise, the circumstances entitling such Borrower to require such
assignment and delegation cease to apply.

               SECTION 2.18. BORROWING SUBSIDIARIES. The Company may designate
any Wholly Owned Subsidiary as a Borrowing Subsidiary, PROVIDED that there shall
not be more than ten Borrowing Subsidiaries at any one time. Upon the receipt by
the Agent of a Borrowing Subsidiary Agreement in the form of Exhibit B executed
by a Wholly Owned Subsidiary and the Company, such Wholly Owned Subsidiary shall
be a Borrowing Subsidiary and a party to this Agreement. A Wholly Owned
Subsidiary shall cease to be a Borrowing Subsidiary hereunder at such time as no
Loans shall be outstanding to such Subsidiary and such Subsidiary and the
Company shall have executed and delivered to the Administrative Agent a
Borrowing Subsidiary Termination in the form of Exhibit C.


                                   ARTICLE III

                         REPRESENTATIONS AND WARRANTIES

               The Company represents and warrants to the Lenders that:

               SECTION 3.01. ORGANIZATION; POWERS. Each of the Company and its
Material Subsidiaries is duly organized, validly existing and in good standing
under the laws of the jurisdiction of its organization, has all requisite power
and authority to carry on its business as now conducted and, except where the
failure to do so, individually or in the aggregate, could not reasonably be
expected to result in a Material Adverse Effect, is qualified to do business in,
and is in good standing in, every jurisdiction where such qualification is
required.

               SECTION 3.02. AUTHORIZATION; ENFORCEABILITY. The Transactions are
within each Borrower's corporate powers and have been duly authorized by all
necessary corporate and, if required, stockholder action. This Agreement (or a
Borrowing Subsidiary Agreement, in the case of any Borrowing Subsidiary) has
been duly executed and delivered by each Borrower and this Agreement constitutes
a legal, valid and binding obligation of each Borrower, enforceable in
accordance with its terms, subject to applicable bankruptcy, insolvency,
reorganization, moratorium or other laws affecting creditors' rights generally
and subject to general principles of equity, regardless of whether considered in
a proceeding in equity or at law.

               SECTION 3.03. GOVERNMENTAL APPROVALS; NO CONFLICTS. The
Transactions (a) do not require any consent or approval of, registration or
filing with, or any other action by, any Governmental Authority applicable to
the Company and its Material Subsidiaries, except such as have been obtained or
made and are in full force and effect, (b) will not violate any applicable law
or regulation or the charter, by-laws or other organizational documents of the

<PAGE>
                                                                             31

Company or any Material Subsidiary or any order of any Governmental Authority
applicable to the Company and its Material Subsidiaries, (c) will not violate or
result in a default under any indenture, agreement or other instrument binding
upon the Company or any Material Subsidiary or its assets, or give rise to a
right thereunder to require any payment to be made by the Company or any
Material Subsidiary, and (d) will not result in the creation or imposition of
any Lien on any asset of the Company or any Material Subsidiary.

               SECTION 3.04. FINANCIAL CONDITION; NO MATERIAL ADVERSE CHANGE.
(a) The Company has heretofore furnished to the Lenders its consolidated balance
sheet and statements of income, stockholders' equity and cash flows (i) as of
and for the fiscal year ended December 31, 1995 reported on by Arthur Andersen,
LLP, independent public accountants, and (ii) as of and for the fiscal quarter
and the portion of the fiscal year ended June 30, 1996, as included in the
Company's filing on form 10-Q with the Securities and Exchange Commission for
the fiscal quarter then ended and signed by its principal accounting officer.
Such financial statements present fairly, in all material respects, the
financial position and results of operations and cash flows of the Company and
its consolidated Subsidiaries as of such dates and for such periods in
accordance with GAAP, subject to year-end audit adjustments and the absence of
footnotes in the case of the statements referred to in clause (ii) above.

               (b) As of the date hereof, there has been no material adverse
change since June 30, 1996 in the business, assets, operations, prospects or
condition, financial or otherwise, of the Company and its Subsidiaries, taken as
a whole.

               SECTION 3.05. PROPERTIES. (a) Each of the Company and its
Material Subsidiaries has good title to, or valid leasehold interests in, all
its real and personal property material to its business, except for minor
defects in title that do not interfere with its ability to conduct its business
as currently conducted or to utilize such properties for their intended
purposes.

               (b) Each of the Company and the Material Subsidiaries owns, or is
licensed to use, all trademarks, tradenames, copyrights, patents and other
intellectual property material to its business, and the use thereof by the
Company and its Material Subsidiaries does not infringe upon the rights of any
other Person, except for any such infringements that, individually or in the
aggregate, could not reasonably be expected to result in a Material Adverse
Effect.

               SECTION 3.06. LITIGATION AND ENVIRONMENTAL MATTERS. (a) As of the
date hereof, there are not any actions, suits or proceedings by or before any
arbitrator or Governmental Authority now pending against or, to the knowledge of
the Company, threatened against or affecting the Company or any Subsidiary (i)
that could reasonably be expected, individually or in the aggregate, to result
in a Material Adverse Effect (other than the Disclosed Matters) or (ii) that
involve this Agreement or the Transactions.

               (b) Except for the Disclosed Matters and except with respect to
any other matters that, individually or in the aggregate, could not reasonably
be expected to have a Material Adverse Effect, as of the date hereof, neither
the Company nor any Subsidiary (i) has failed to comply with any Environmental
Law or to obtain, maintain or comply with any permit, license or other approval
required under any Environmental Law, (ii) has become subject to any

<PAGE>
                                                                             32

Environmental Liability, (iii) has received notice of any claim with respect to
any Environmental Liability or (iv) knows of any basis for any Environmental
Liability.

               (c) As of the date hereof, there has been no change in the status
of the Disclosed Matters that, individually or in the aggregate, has resulted
in, or materially increased the likelihood of, a Material Adverse Effect.

               SECTION 3.07. COMPLIANCE WITH LAWS AND AGREEMENTS. Each of the
Company and its Subsidiaries is in compliance with all laws, regulations and
orders of any Governmental Authority applicable to it or its property and all
indentures, agreements and other instruments binding upon it or its property,
except where the failure to do so, individually or in the aggregate, could not
reasonably be expected to result in a Material Adverse Effect. No Default has
occurred and is continuing.

               SECTION 3.08. CERTAIN LEGAL MATTERS. (a) Neither the Company nor
any Subsidiary is (i) an "investment company" as defined in, or subject to
regulation under, the Investment Company Act of 1940 or (ii) a "holding company"
as defined in, or subject to regulation under, the Public Utility Holding
Company Act of 1935.

               (b) Neither the Company nor any Subsidiary is engaged
principally, or as one of its important activities, in the business of extending
credit for the purpose of buying or carrying margin stock, within the meaning of
Regulation U of the Board. Margin stock will at all times constitute less than
25% of the assets (of the Borrower individually and of the Borrower and the
Subsidiaries on a consolidated basis) that are subject to the restrictions of
Section 6.02 and 6.03.

               SECTION 3.09. TAXES. Each of the Company and its Subsidiaries has
filed or caused to be filed, on a timely basis, all Tax returns and reports
required to have been filed and has paid or caused to be paid all Taxes required
to have been paid by it, except (a) Taxes that are being contested in good faith
by appropriate proceedings and for which the Company or such Subsidiary, as
applicable, has set aside on its books adequate reserves or (b) to the extent
that the failure to do so could not reasonably be expected to have a Material
Adverse Effect.

               SECTION 3.10. ERISA. As of the date hereof, each Plan, and, to
the knowledge of the Company, each Multiemployer Plan, is in compliance in all
material respects with, and has been administered in all material respects in
compliance with, the applicable provisions of ERISA, the Code and any other
Federal or State law, and no event or condition has occurred and is continuing
as to which the Company would be under an obligation to furnish notice to the
Administrative Agent and each Lender under Section 5.01(c) of this Agreement.

               SECTION 3.11. DISCLOSURE. As of the date hereof, the Company has
disclosed to the Lenders all agreements, instruments and corporate restrictions
to which it or any of its Subsidiaries is subject, that, individually or in the
aggregate, could reasonably be expected to have a Material Adverse Effect. None
of the reports, financial statements, certificates or other information
furnished by or on behalf of the Company to the Administrative Agent or any
Lender in connection with the negotiation of this Agreement or delivered
hereunder (as modified or supplemented by other information so furnished)
contains any material misstatement of fact or omits to state any material fact
necessary to make the statements therein, in the light of the

<PAGE>
                                                                             33

circumstances under which they were made, misleading; PROVIDED that, with
respect to projected financial information, the Company represents only that
such information was prepared in good faith based upon assumptions believed to
be reasonable at the time.

               SECTION 3.12. MATERIAL AGREEMENTS. Schedule 3.12 hereto is a
complete and correct list, as of the date hereof, of each material contract (as
defined in Regulation S-K of the Securities and Exchange Commission) of the
Company or any of its Subsidiaries.

                                   ARTICLE IV

                                   CONDITIONS

               SECTION 4.01. EFFECTIVE DATE. The obligations of the Lenders to
make Loans hereunder shall not become effective until the date on which each of
the following conditions is satisfied (or waived in accordance with Section
10.02):

               (a) The Administrative Agent (or its counsel) shall have received
         from each party hereto either (i) a counterpart of this Agreement
         properly executed by each such party or (ii) written evidence
         satisfactory to the Administrative Agent (which may include telecopy
         transmission of a signed signature page of this Agreement) that such
         party has properly executed a counterpart of this Agreement.

               (b) The Administrative Agent shall have received (i) a favorable
         written opinion of David C. Fannin, General Counsel of the Company,
         substantially in the form of Exhibit D-1 and (ii) a favorable written
         opinion of Skadden, Arps, Slate, Meagher & Flom, special counsel to the
         Company, substantially in the form of Exhibit D-2, each covering such
         other matters relating to this Agreement and the Transactions as the
         Required Lenders shall reasonably request. Such opinions shall be
         addressed to the Administrative Agent and the Lenders and shall be
         dated the Effective Date. The Company hereby requests such counsel to
         deliver such opinions.

               (c) The Administrative Agent shall have received such documents
         and certificates as the Administrative Agent or its counsel may
         reasonably request relating to the organization, existence and good
         standing of the Company, the authorization of the Transactions and any
         other legal matters relating to this Agreement or the Transactions, all
         in form and substance satisfactory to the Administrative Agent and its
         counsel.

               (d) The Administrative Agent shall have received a certificate,
         dated the Effective Date and signed by the President, a Vice President
         or a Financial Officer of the Company, confirming compliance with the
         conditions set forth in paragraphs (b) and (c) of Section 4.02.

               (e) The Administrative Agent shall have received all fees and
         other amounts due and payable on or prior to the Effective Date,
         including, to the extent invoiced, reimbursement or payment of all
         out-of-pocket expenses required to be reimbursed or paid by any
         Borrower hereunder.

<PAGE>
                                                                             34

               (f) The Existing Credit Agreement shall have been terminated and
        all amounts outstanding or owed to the lenders or the agent thereunder
        shall have been paid in full.

Notwithstanding the foregoing, the obligations of the Lenders to make Loans
hereunder shall not become effective unless each of the foregoing conditions is
satisfied (or waived) on or prior to October 15, 1996. The Administrative Agent
shall notify the Company and the Lenders of the Effective Date, and such notice
shall be conclusive and binding.

               SECTION 4.02. EACH CREDIT EVENT. The obligation of each Lender to
make a Loan on the occasion of any Borrowing is subject to the satisfaction of
the following conditions:

               (a) In the case of a Borrowing of Revolving Loans, the
         Administrative Agent shall have received a Borrowing Request for such
         Borrowing in accordance with Section 2.03; or, in the case of a
         Borrowing of Competitive Loans, the applicable Borrower shall have
         accepted the Competitive Bid or Bids in respect of such Loans in
         accordance with Section 2.04.

               (b) The representations and warranties of the Company set forth
         in this Agreement shall be true and correct on and as of the date of
         such Borrowing (unless any such representation and warranty speaks as
         of an earlier date, in which case such representation and warranty
         shall be true as of such earlier date).

               (c) At the time of and immediately after giving effect to such
         Borrowing no Default shall have occurred and be continuing.

Each Borrowing shall be deemed to constitute a representation and warranty by
the Company and the applicable Borrower on the date thereof as to the matters
specified in paragraphs (b) and (c) of this Section.

               SECTION 4.03. INITIAL BORROWING BY EACH BORROWING SUBSIDIARY. The
obligation of each Lender to make a Loan on the occasion of the first Borrowing
by each Borrowing Subsidiary is subject to the satisfaction of the following
conditions:

               (a) The Administrative Agent (or its counsel) shall have received
         a Borrowing Subsidiary Agreement properly executed by such Borrowing
         Subsidiary and the Company.

               (b) The Administrative Agent shall have received a favorable
         written opinion of counsel for the Company substantially in the form of
         Exhibits D-1 and D-2 (with appropriate additions in the case of a
         Borrowing Subsidiary organized in a jurisdiction outside the United
         States) and covering such other matters relating to such Borrowing
         Subsidiary, this Agreement and the Transactions as the Administrative
         Agent (or its counsel) may reasonably request;

               (c) The Administrative Agent shall have received such documents
        and certificates as the Administrative Agent or its counsel may
        reasonably request relating to the organization, existence and good
        standing of such Borrowing Subsidiary, the

<PAGE>
                                                                             35

        authorization of the Transactions and any other legal matters relating
        to this Agreement or the Transactions, all in form and substance
        satisfactory to the Administrative Agent and its counsel.


                                    ARTICLE V

                              AFFIRMATIVE COVENANTS

               Until the Commitments have expired or been terminated and the
principal of and interest on each Loan and all fees payable hereunder shall have
been paid in full, the Company covenants and agrees with the Lenders that:

               SECTION 5.01. FINANCIAL STATEMENTS AND OTHER INFORMATION. The
Company will furnish to the Administrative Agent and each Lender:

               (a) within 90 days after the end of each fiscal year of the
         Company, its audited consolidated balance sheet and related statements
         of operations, stockholders' equity and cash flows as of the end of and
         for such year, all reported on by Arthur Andersen, LLP or other
         independent public accountants of recognized national standing (without
         any qualification or exception as to the scope of such audit resulting
         from circumstances within the control of the Company) to the effect
         that such consolidated financial statements present fairly in all
         material respects the financial condition and results of operations of
         the Company and its consolidated Subsidiaries on a consolidated basis
         in accordance with GAAP consistently applied;

               (b) within 60 days after the end of each of the first three
         fiscal quarters of each fiscal year of the Company, its consolidated
         balance sheet and related statements of operations, stockholders'
         equity and cash flows as of the end of and for such fiscal quarter and
         the then elapsed portion of the fiscal year, all certified by one of
         its Financial Officers as presenting fairly in all material respects
         the financial condition and results of operations of the Company and
         its consolidated Subsidiaries on a consolidated basis in accordance
         with GAAP consistently applied, subject to normal year-end audit
         adjustments and the absence of footnotes, provided that, so long as the
         Company is subject to the reporting requirements of Section 12 of the
         Exchange Act, the Company can satisfy such obligation by delivering its
         report on form 10-Q containing such statements;

               (c) concurrently with any delivery of financial statements under
         clause (a) or (b) above, a certificate of a Financial Officer of the
         Company (i) certifying as to whether a Default has occurred and, if a
         Default has occurred, specifying the details thereof and any action
         taken or proposed to be taken with respect thereto and (ii) setting
         forth reasonably detailed calculations demonstrating compliance with
         Sections 6.01, 6.02 and 6.05;

               (d) promptly after the same become publicly available, copies of
         all periodic and other reports, proxy statements and other materials
         filed by the Company or any Subsidiary with the Securities and Exchange
         Commission, or any Governmental

<PAGE>

                                                                             36

        Authority succeeding to any or all of the functions of said Commission,
        or with any national securities exchange, or distributed by the Company
        to its shareholders generally, as the case may be; and

               (e) promptly following any request therefor, such other
         information regarding the operations, business affairs and financial
         condition of the Company or any Subsidiary, or compliance with the
         terms of this Agreement, as the Administrative Agent or any Lender may
         reasonably request.

               SECTION 5.02. NOTICES OF MATERIAL EVENTS. The Company will
furnish to the Administrative Agent and each Lender written notice of the
following promptly upon becoming aware thereof:

               (a) the occurrence of any Default;

               (b) the filing or commencement of any action, suit or proceeding
         by or before any arbitrator or Governmental Authority against or
         affecting the Company or any Affiliate thereof that could reasonably be
         expected to result in a Material Adverse Effect; and

               (c) the occurrence of any ERISA Event that, alone or together
         with any other ERISA Events that have occurred, could reasonably be
         expected to result in a Material Adverse Effect.

Each notice delivered under this Section shall be accompanied by a statement of
a Financial Officer or other executive officer of the Company setting forth the
details of the event or development requiring such notice and any action taken
or proposed to be taken with respect thereto.

               SECTION 5.03. EXISTENCE; CONDUCT OF BUSINESS. The Company will,
and will cause each Material Subsidiary to, do or cause to be done all things
necessary to preserve, renew and keep in full force and effect its legal
existence and the rights, licenses, permits, privileges and franchises material
to the conduct of its business; PROVIDED that the foregoing shall not prohibit
any merger, consolidation, liquidation or dissolution permitted under Section
6.03.

               SECTION 5.04. PAYMENT OF OBLIGATIONS. The Company will, and will
cause each Subsidiary to, pay its Taxes, that, if not paid, could result in a
Material Adverse Effect or a Lien upon any of its assets before the same shall
become delinquent or in default, except where (a) the validity or amount thereof
is being contested in good faith by appropriate proceedings, (b) the Company or
such Subsidiary has set aside on its books adequate reserves with respect
thereto in accordance with GAAP and (c) the failure to make payment pending such
contest could not reasonably be expected to result in a Material Adverse Effect.

               SECTION 5.05. MAINTENANCE OF PROPERTIES; INSURANCE. The Company
will, and will cause (a) each Material Subsidiary to keep and maintain all
property material to the conduct of its business in good working order and
condition, ordinary wear and tear excepted, and (b) each Subsidiary to maintain,
with financially sound and reputable insurance companies or

<PAGE>
                                                                             37

through programs of self-insurance (including levels of self-insured retention),
insurance in such amounts and against such risks, and in the case of
self-insurance, at such levels and in such amounts, as are customarily
maintained by companies engaged in the same or similar businesses operating in
the same or similar locations.

               SECTION 5.06. BOOKS AND RECORDS; INSPECTION RIGHTS. The Company
will, and will cause each Material Subsidiary to, keep proper books of record
and account in which full, true and correct entries are made of all dealings and
transactions in relation to its business and activities. The Company will, and
will cause each Subsidiary to, permit any representatives designated by the
Administrative Agent or any Lender, upon reasonable prior notice, to visit and
inspect its properties, to examine its books and records, and to discuss its
affairs, finances and condition with its officers and independent accountants,
all at such reasonable times and as often as reasonably requested.

               SECTION 5.07. COMPLIANCE WITH LAWS. The Company will, and will
cause each Subsidiary to, comply with all laws, regulations and orders of any
Governmental Authority applicable to it or its property, except where the
failure to do so, individually or in the aggregate, could not reasonably be
expected to result in a Material Adverse Effect.

               SECTION 5.08. USE OF PROCEEDS. The proceeds of the Loans will be
used only for the purposes set forth in the preamble to this Agreement. No part
of the proceeds of any Loan will be used, whether directly or indirectly, for
any purpose that entails a violation of any of the Regulations of the Board,
including Regulations G, U and X.


                                   ARTICLE VI

                               NEGATIVE COVENANTS

               Until the Commitments have expired or terminated and the
principal of and interest on each Loan and all fees payable hereunder have been
paid in full, the Company covenants and agrees with the Lenders that:

               SECTION 6.01. SUBSIDIARY INDEBTEDNESS. The Company will not
permit any Subsidiary to create, incur, assume or permit to exist any
Indebtedness, except:

               (a) Indebtedness outstanding on the date hereof and set forth on
         Schedule 6.01 hereto;

               (b) Indebtedness created hereunder;

               (c) Indebtedness owed to the Company or any other Subsidiary; and

               (d) other Indebtedness in an aggregate principal amount at any
         time outstanding not greater than 20% of Consolidated Total
         Shareholders' Equity.

<PAGE>
                                                                             38

               SECTION 6.02. LIENS. The Company will not, and will not permit
any Material Subsidiary to, create, incur, assume or permit to exist any Lien on
any property or asset now owned or hereafter acquired by it, or assign or sell
any income or revenues (including accounts receivable) or rights in respect of
any thereof, except:

               (a) Permitted Encumbrances;

               (b) any Lien on any property or asset of the Company or any
         Material Subsidiary existing on the date hereof and set forth in
         Schedule 6.02; PROVIDED that such Lien shall secure only those
         obligations which it secures on the date hereof and extensions,
         renewals and replacements thereof that do not increase the outstanding
         principal amount thereof;

               (c) any Lien existing on any property or asset prior to the
         acquisition thereof by the Company or any Material Subsidiary or
         existing on any property or asset of any Person that becomes a Material
         Subsidiary after the date hereof prior to the time such Person becomes
         a Material Subsidiary; PROVIDED that (i) such Lien is not created in
         contemplation of or in connection with such acquisition or such Person
         becoming a Material Subsidiary, as the case may be, (ii) such Lien
         shall not apply to any other property or assets of the Company or any
         Material Subsidiary and (iii) such Lien shall secure only those
         obligations which it secures on the date of such acquisition or the
         date such Person becomes a Material Subsidiary, as the case may be and
         extensions, renewals and replacements thereof that do not increase the
         outstanding principal amount thereof;

               (d) Sales of accounts receivable (i) in the ordinary course of
         business for collection purposes or as part of a sale of a subsidiary,
         division or other business unit permitted under Section 6.03 or (ii) in
         connection with the bankruptcy of the account obligor; and

               (e) additional Liens upon real and/or personal property created
         after the date hereof, provided that the aggregate Indebtedness secured
         thereby shall not exceed 20% of Consolidated Total Shareholders'
         Equity.

               SECTION 6.03. FUNDAMENTAL CHANGES. (a) The Company will not, and
will not permit any Material Subsidiary to, merge into or consolidate with any
other Person, or permit any other Person to merge into or consolidate with it,
or sell, transfer, lease or otherwise dispose of (in one transaction or in a
series of transactions) assets with a net book value at the time or times of
disposition (increased by the amount of any special charges allocable to such
assets) representing more than 25% of the total assets of the Company and its
Subsidiaries on a consolidated basis as of June 30, 1996, or all or
substantially all of the stock of any of its Subsidiaries (in each case, whether
now owned or hereafter acquired), or liquidate or dissolve, except that the
Company or any Subsidiary may sell, transfer, lease or otherwise dispose of (i)
obsolete or worn-out tools, equipment or other property no longer used or useful
in its business and (ii) any inventory or other property sold in the ordinary
course of business and on ordinary terms, and except that, if at the time
thereof and immediately after giving effect thereto no Default shall have
occurred and be continuing, (w) any Person may merge into the Company in a
transaction in which the Company is the surviving corporation, (x) any Person
may merge into any Subsidiary in a transaction in which the surviving entity is
a Subsidiary, (y) any Subsidiary may sell, transfer, lease or

<PAGE>
                                                                             39

otherwise dispose of its assets to the Company or to another Subsidiary and
(z) any Subsidiary other than a Borrowing Subsidiary may liquidate or dissolve
if the Company determines in good faith that such liquidation or dissolution is
in the best interests of the Company and is not materially disadvantageous to
the Lenders.

               (b) The Company will not, and will not permit any of its
Subsidiaries to, engage to any material extent in any business other than
businesses of the type conducted by the Company and its Subsidiaries on the date
of execution of this Agreement and businesses reasonably related thereto or to
the sale and distribution of consumer products.

               SECTION 6.04. TRANSACTIONS WITH AFFILIATES. The Company will not,
and will not permit any of its Subsidiaries to, sell, lease or otherwise
transfer any property or assets to, or purchase, lease or otherwise acquire any
property or assets from, or otherwise engage in any other transactions with, any
of its Affiliates, except (a) at prices and on terms and conditions not less
favorable to the Company or such Subsidiary than could be obtained on an
arm's-length basis from unrelated third parties and (b) transactions between or
among the Company and its Wholly Owned Subsidiaries not involving any other
Affiliate.

               SECTION 6.05. FINANCIAL COVENANTS. (a) The Consolidated Leverage
Ratio will not at any time exceed .60 to 1.0.

               (b) The Consolidated Interest Coverage Ratio for any period of
four consecutive fiscal quarters of the Company, commencing with the period
ending on September 29, 1996, will not be less than 2.0 to 1.0.

               SECTION 6.06. CALCULATION OF AMOUNTS. Compliance with the
covenants set forth in this Article VI will be determined excluding the effects
of any special charges, not to exceed $250,000,000, incurred in the quarter
during which the Effective Date occurs or any quarter thereafter ending on or
before September 28, 1997, including, without limitation, expenses for cost
realignment, consolidation of facilities, provisions for severance, writedowns
of long-term assets and capitalized costs, and increases in reserves for excess
or obsolete inventory, warranty costs and doubtful accounts receivable.

                                   ARTICLE VII

                                EVENTS OF DEFAULT

               If any of the following events ("EVENTS OF DEFAULT") shall occur:

               (a) any representation or warranty made or deemed made by or on
         behalf of the Company or any Subsidiary in or in connection with this
         Agreement, or in any report, certificate, financial statement or other
         document furnished pursuant to or in connection with this Agreement,
         shall prove to have been incorrect in any material respect when so made
         or deemed made;

<PAGE>
                                                                             40

               (b) any Borrower (i) shall fail to pay when and as the same shall
         become due and payable any principal of any Loan, or (ii) shall fail to
         pay within 5 days after the date the same shall become due and payable
         any interest on any Loan or any fee or any other amount payable under
         this Agreement, whether any such amount shall become payable at the due
         date thereof or at a date fixed for prepayment thereof or otherwise;

               (c) the Company shall fail to observe or perform any covenant,
         condition or agreement contained in Section 5.02(a), Section 5.03 (with
         respect to any Borrower's existence), Section 5.08 or in Article VI;

               (d) the Company shall fail to observe or perform any covenant,
         condition or agreement contained in this Agreement (other than those
         specified in clause (b) or (c) above) and such failure shall continue
         unremedied for a period of 30 days (or, if such failure is not curable
         within such initial 30 day period and the Company is diligently
         proceeding to cure such failure, 60 days) after notice thereof from the
         Administrative Agent or any Lender (through the Administrative Agent)
         to the Company;

               (e) the Company or any Subsidiary shall fail to make any payment
         (whether of principal or interest and regardless of amount) in respect
         of any Material Indebtedness, when and as the same shall become due and
         payable after giving effect to any applicable grace period;

               (f) any event or condition (other than a voluntary notice of
         prepayment or redemption) occurs that results in any Material
         Indebtedness becoming due prior to its scheduled maturity or that
         enables or permits the holder or holders of any Material Indebtedness
         or any trustee or agent on its or their behalf after giving effect to
         any applicable grace period to cause any Material Indebtedness to
         become due, or to require the prepayment, repurchase, redemption or
         defeasance thereof, prior to its scheduled maturity;

               (g) an involuntary proceeding shall be commenced or an
         involuntary petition shall be filed seeking (i) liquidation,
         reorganization or other relief in respect of the Company or any
         Material Subsidiary or its debts, or of a substantial part of the
         property or assets of the Company or a Material Subsidiary, under Title
         11 of the United States Code, as now constituted or hereafter amended,
         or any other Federal, state or foreign bankruptcy, insolvency,
         receivership or similar law or (ii) the appointment of a receiver,
         trustee, custodian, sequestrator, conservator or similar official for
         the Company or any Material Subsidiary or for a substantial part of the
         property or assets of the Company or any Material Subsidiary; and such
         proceeding or petition shall continue undismissed for 60 days or an
         order or decree approving or ordering any of the foregoing shall be
         entered;

               (h) the Company or any Material Subsidiary shall (i) voluntarily
         commence any proceeding or file any petition seeking liquidation,
         reorganization or other relief under Title 11 of the United States
         Code, as now constituted or hereafter amended, or any other Federal,
         state or foreign bankruptcy, insolvency, receivership or similar law,
         (ii) consent to the institution of, or fail to contest in a timely and
         appropriate manner, any proceeding or petition described in clause (g)
         above, (iii) apply for or consent to the appointment of a 

<PAGE>

                                                                              41

         receiver, trustee, custodian, sequestrator, conservator or similar
         official for the Company or any Material Subsidiary or for a
         substantial part of the property or assets of the Company or any
         Material Subsidiary, (iv) file an answer admitting the material
         allegations of a petition filed against it in any such proceeding, (v)
         make a general assignment for the benefit of creditors or (vi) take any
         action for the purpose of effecting any of the foregoing;

               (i) the Company or any Material Subsidiary shall become unable,
         admit in writing or fail generally to pay its debts as they become due;

               (j) one or more judgments for the payment of money in excess of
         $2,500,000 individually or $5,000,000 in the aggregate (exclusive of
         judgment amounts fully covered by insurance where the insurer has
         admitted liability in respect of such judgment) or in an aggregate
         amount in excess of $20,000,000 (regardless of insurance coverage)
         shall be rendered against the Company, any Material Subsidiary or any
         combination thereof and the same shall remain undischarged for a period
         of 30 consecutive days during which execution shall not be effectively
         stayed, or any action shall be legally taken by a judgment creditor to
         attach or levy upon any property or assets of the Company or any
         Material Subsidiary to enforce any such judgment;

               (k) an ERISA Event shall have occurred that, in the opinion of
         the Required Lenders, when taken together with all other ERISA Events
         that have occurred, could reasonably be expected to result in a
         Material Adverse Effect; or

               (l) a Change in Control shall occur;

               then, and in every such event (other than an event with respect
         to any Borrower described in clause (g) or (h) above), and at any time
         thereafter during the continuance of such event, the Administrative
         Agent may, and at the request of the Required Lenders shall, by notice
         to the Company, take either or both of the following actions, at the
         same or different times: (i) terminate the Commitments, and thereupon
         the Commitments shall terminate immediately, and (ii) declare the Loans
         then outstanding to be due and payable in whole (or in part, in which
         case any principal not so declared to be due and payable may thereafter
         be declared to be due and payable), and thereupon the principal of the
         Loans so declared to be due and payable, together with accrued interest
         thereon and all fees and other liabilities of each Borrower accrued
         hereunder, shall become due and payable immediately, without
         presentment, demand, protest or other notice of any kind, all of which
         are hereby waived by each Borrower; and in any event with respect to
         any Borrower described in clause (g) or (h) above, the Commitments
         shall automatically terminate and the principal of the Loans then
         outstanding, together with accrued interest thereon and all fees and
         other liabilities of each Borrower accrued hereunder, shall
         automatically become due and payable, without presentment, demand,
         protest or other notice of any kind, all of which are hereby waived by
         each Borrower.

<PAGE>

                                                                              42

                                  ARTICLE VIII

                            THE ADMINISTRATIVE AGENT

               Each of the Lenders hereby irrevocably appoints the
Administrative Agent as its agent and authorizes the Administrative Agent to
take such actions on its behalf and to exercise such powers as are delegated to
the Administrative Agent by the terms hereof, together with such actions and
powers as are reasonably incidental thereto.

               The bank serving as the Administrative Agent hereunder shall have
the same rights and powers in its capacity as a Lender as any other Lender and
may exercise the same as though it were not the Administrative Agent, and such
bank and its Affiliates may accept deposits from, lend money to and generally
engage in any kind of business with the Company or any Subsidiary or other
Affiliate thereof as if it were not the Administrative Agent hereunder.

               The Administrative Agent shall not have any duties or obligations
except those expressly set forth herein. Without limiting the generality of the
foregoing (a) the Administrative Agent shall not be subject to any fiduciary or
other implied duties, regardless of whether a Default has occurred and is
continuing, and (b) the Administrative Agent shall not have any duty to take any
discretionary action or exercise any discretionary powers permitted hereunder
unless requested to do so in writing by the Required Lenders. The Administrative
Agent shall not be liable for any action taken or not taken by it with the
consent or at the request of the Required Lenders or in the absence of its own
gross negligence or wilful misconduct. In addition, the Administrative Agent
shall not be responsible for or have any duty to ascertain or inquire into (i)
any statement, warranty or representation made in or in connection with this
Agreement, (ii) the contents of any certificate, report or other document
delivered hereunder or in connection herewith, (iii) the performance or
observance of any of the covenants, agreements or other terms or conditions set
forth herein, (iv) the validity, enforceability, effectiveness or genuineness of
this Agreement or any other agreement, instrument or document, or (v) the
satisfaction of any condition set forth in Article IV or elsewhere herein, other
than to confirm receipt of items expressly required to be delivered to the
Administrative Agent.

               The Administrative Agent shall be entitled to rely upon, and
shall not incur any liability for relying upon, any notice, request,
certificate, consent, statement, instrument, document or other writing believed
by it to be genuine and to have been signed or sent by the proper Person. The
Administrative Agent also may rely upon any statement made to it orally or by
telephone and believed by it to be made by the proper Person, and shall not
incur any liability for relying thereon. The Administrative Agent may consult
with legal counsel (who may be counsel for the Company), independent accountants
and other experts selected by it, and shall not be liable for any action taken
or not taken by it in accordance with the advice of any such counsel,
accountants or experts.

               The Administrative Agent may perform any and all its duties and
exercise its rights and powers by or through any one or more sub-agents
appointed by the Administrative Agent. The Administrative Agent and any such
sub-agent may perform any and all its duties and exercise its rights and powers
through Affiliates or its or its Affiliates' employees. The exculpatory
provisions of the preceding paragraphs shall apply to any such sub-agent, to the

<PAGE>
                                                                             43

Affiliates of the Administrative Agent and any such sub-agent and to the
directors, officers and employees of the Administrative Agent, any such
sub-agent and their respective Affiliates.

               Subject to the appointment and acceptance of a successor
Administrative Agent as provided below, the Administrative Agent may resign at
any time by notifying the Lenders and the Company. Upon any such resignation,
the Required Lenders shall have the right to appoint a successor who shall be
reasonably acceptable to the Company. If no successor shall have been so
appointed by the Required Lenders and shall have accepted such appointment
within 30 days after the retiring Administrative Agent gives notice of its
resignation, then the retiring Administrative Agent may, on behalf of the
Lenders, appoint a successor Administrative Agent which shall be a bank with an
office in New York, New York, having a combined capital and surplus of at least
$250,000,000 or an Affiliate of any such bank. Upon the acceptance of its
appointment as Administrative Agent hereunder by a successor, such successor
shall succeed to and become vested with all the rights, powers, privileges and
duties of the retiring Administrative Agent, and the retiring Administrative
Agent shall be discharged from its duties and obligations hereunder. After the
Administrative Agent's resignation hereunder, the provisions of this Article and
Section 10.03 shall continue in effect for its benefit in respect of any actions
taken or omitted to be taken by it while it was acting as Administrative Agent.

               Each Lender agrees (a) to reimburse the Administrative Agent, on
demand, in the amount of its pro rata share at the time reimbursement is sought
(based on its Commitment hereunder or, if the Commitments shall have expired or
terminated, based on its portion of the total Revolving Credit Exposures and
outstanding Competitive Loans) of any expenses incurred for the benefit of the
Lenders by the Administrative Agent, including reasonable counsel fees and
compensation of agents paid for services rendered on behalf of the Lenders, that
shall not have been reimbursed by the Borrowers and (b) to indemnify and hold
harmless the Administrative Agent and any of its directors, officers, employees
or agents, on demand, in the amount of such pro rata share, from and against any
and all liabilities, taxes, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses or disbursements of any kind or nature
whatsoever that may be imposed on, incurred by or asserted against it in its
capacity as the Administrative Agent or any of them in any way relating to or
arising out of this Agreement or any action taken or omitted by it or any of
them under this Agreement, to the extent the same shall not have been reimbursed
by the Borrowers, PROVIDED that no Lender shall be liable to the Administrative
Agent or any such other indemnified person for any portion of such liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements that are determined by a court of competent
jurisdiction by final and nonappealable judgment to have resulted from the gross
negligence or wilful misconduct of the Administrative Agent or any of its
directors, officers, employees or agents.

               Each Lender acknowledges that it has, independently and without
reliance upon the Administrative Agent or any other Lender and based on such
documents and information as it has deemed appropriate, made its own credit
analysis and decision to enter into this Agreement. Each Lender also
acknowledges 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 from time to time deem appropriate, continue to make its
own decisions in taking or not taking action under or based upon this Agreement,
any related agreement or any document furnished hereunder or thereunder.

<PAGE>
                                                                             44

                                   ARTICLE IX

                                    GUARANTEE

               In order to induce the Lenders to extend credit hereunder, the
Guarantor hereby unconditionally guarantees, as a primary obligor and not merely
as a surety, the Borrowing Subsidiary Obligations. The Guarantor further agrees
that the Borrowing Subsidiary Obligations may be extended or renewed, in whole
or in part, without notice to or further assent from it, and that it will remain
bound upon its Guarantee hereunder notwithstanding any such extension or renewal
of any Borrowing Subsidiary Obligation.

               The Guarantor waives presentment to, demand of payment from and
protest to any Borrowing Subsidiary of any of the Borrowing Subsidiary
Obligations, and also waives notice of acceptance of its obligations and notice
of protest for nonpayment. The obligations of the Guarantor hereunder shall not
be affected by (a) the failure of any Lender or the Administrative Agent to
assert any claim or demand or to enforce any right or remedy against any
Borrowing Subsidiary under the provisions of this Agreement or any of the other
Loan Documents or otherwise; (b) any rescission, waiver, amendment or
modification of any of the terms or provisions of this Agreement, any of the
other Loan Documents or any other agreement; or (c) the failure of any Lender to
exercise any right or remedy against any Borrowing Subsidiary.

               The Guarantor further agrees that its agreement hereunder
constitutes a promise of payment when due and not merely of collection, and
waives any right to require that any resort be had by any Lender to any balance
of any deposit account or credit on the books of any Lender or in favor of any
Borrowing Subsidiary or any other person.

               The obligations of the Guarantor hereunder shall not be subject
to any reduction, limitation, impairment or termination for any reason, and
shall not be subject to any defense or set-off, counterclaim, recoupment or
termination whatsoever, by reason of the invalidity, illegality or
unenforceability of the Borrowing Subsidiary Obligations, any impossibility in
the performance of the Borrowing Subsidiary Obligations or otherwise. Without
limiting the generality of the foregoing, the obligations of the Guarantor
hereunder shall not be discharged or impaired or otherwise affected by the
failure of the Administrative Agent or any Lender to assert any claim or demand
or to enforce any remedy under this Agreement or under any other Loan Document
or any other agreement, by any waiver or modification in respect of any thereof,
by any default, failure or delay, wilful or otherwise, in the performance of the
Borrowing Subsidiary Obligations, or by any other act or omission which may or
might in any manner or to any extent vary the risk of the Guarantor or otherwise
operate as a discharge of the Guarantor as a matter of law or equity.

               The Guarantor further agrees that its obligations hereunder shall
continue to be effective or be reinstated, as the case may be, if at any time
payment, or any part thereof, of principal of or interest on any Borrowing
Subsidiary Obligation is rescinded or must otherwise be restored by the
Administrative Agent or any Lender upon the bankruptcy or reorganization of any
Borrowing Subsidiary or otherwise.

<PAGE>
                                                                             45

               In furtherance of the foregoing and not in limitation of any
other right which the Administrative Agent or any Lender may have at law or in
equity against the Guarantor by virtue hereof, upon the failure of any Borrowing
Subsidiary to pay any Borrowing Subsidiary Obligation when and as the same shall
become due, whether at maturity, by acceleration, after notice of prepayment or
otherwise, the Guarantor hereby promises to and will, upon receipt of written
demand by the Administrative Agent, forthwith pay, or cause to be paid, in cash
the amount of such unpaid Borrowing Subsidiary Obligation. In the event that, by
reason of the bankruptcy of any Borrowing Subsidiary, (i) acceleration of Loans
made to such Borrowing Subsidiary is prevented and (ii) the Guarantor shall not
have prepaid the outstanding Loans and other amounts due hereunder owed by such
Borrowing Subsidiary, the Guarantor will forthwith purchase such Loans at a
price equal to the principal amount thereof plus accrued interest thereon and
any other amounts due hereunder with respect thereto. The Guarantor further
agrees that if payment in respect of any Borrowing Subsidiary Obligation shall
be due in a currency other than Dollars and/or at a place of payment other than
New York and if, by reason of any Change in Law, disruption of currency or
foreign exchange markets, war or civil disturbance or similar event, payment of
such Borrowing Subsidiary Obligation in such currency or such place of payment
shall be impossible or, in the judgment of any applicable Lender, not consistent
with the protection of its rights or interests, then, at the election of any
applicable Lender, the Guarantor shall make payment of such Borrowing Subsidiary
Obligation in Dollars (based upon the applicable Exchange Rate in effect on the
date of payment) and/or in New York, and shall indemnify such Lender against any
losses or expenses that it shall sustain as a result of such alternative
payment.

               Upon payment by the Guarantor of any Borrowing Subsidiary
Obligations, each Lender shall, in a reasonable manner, assign the amount of the
Borrowing Subsidiary Obligations owed to it and so paid by the Guarantor, such
assignment to be PRO TANTO to the extent to which the Borrowing Subsidiary
Obligations in question were discharged by the Guarantor, or make such
disposition thereof as the Guarantor shall direct (all without recourse to any
Lender and without any representation or warranty by any Lender).

               Upon payment by any Guarantor of any sums as provided above, all
rights of the Guarantor against any Borrowing Subsidiary arising as a result
thereof by way of right of subrogation or otherwise shall in all respects be
subordinated and junior in right of payment to the prior indefeasible payment in
full of all the Borrowing Subsidiary Obligations to the Lenders.


                                    ARTICLE X

                                  MISCELLANEOUS

               SECTION 10.01. NOTICES. Except in the case of notices and other
communications expressly permitted to be given by telephone, all notices and
other communications provided for herein shall be in writing and shall be
delivered by hand or reputable overnight courier service, mailed by certified or
registered mail or sent by telecopy, as follows:

<PAGE>
                                                                             46

               (a) if to a Borrower, to it at Sunbeam Corporation, 2100 New
         River Center, 200 East Las Olas Boulevard, Fort Lauderdale, FL 33301,
         Attention of Treasurer (Telecopy No. (954) 767-2027), with a copy to
         its General Counsel at the above address (Telecopy No. (954) 767-2191);

               (b) if to the Administrative Agent, to The Chase Manhattan Bank,
         Agent Bank Services Group, Four New York Plaza, New York, New York
         10081, Attention of Ms. Chris Gould (Telecopy No. (718) 242-6909), with
         a copy to The Chase Manhattan Bank, at 270 Park Avenue, New York, New
         York 10017, Attention of Mr. Robert Kallas (Telecopy No. (212)
         270-6041); and

               (c) if to a Lender, to it at its address (or telecopy number) set
         forth in its Administrative Questionnaire.

Any party hereto may change its address or telecopy number for notices and other
communications hereunder by notice to the other parties hereto. All notices and
other communications given to any party hereto in accordance with the provisions
of this Agreement shall be deemed to have been given on the date of receipt.

               SECTION 10.02. WAIVERS; AMENDMENTS. (a) No failure or delay by
the Administrative Agent or any Lender in exercising any right or power
hereunder shall operate as a waiver thereof, nor shall any single or partial
exercise of any such right or power, or any abandonment or discontinuance of
steps to enforce such a right or power, preclude any other or further exercise
thereof or the exercise of any other right or power. The rights and remedies of
the Administrative Agent and the Lenders hereunder are cumulative and are not
exclusive of any rights or remedies that they would otherwise have. No waiver of
any provision of this Agreement or consent to any departure by any Borrower
therefrom shall in any event be effective unless the same shall be permitted by
paragraph (b) below, and then such waiver or consent shall be effective only in
the specific instance and for the purpose for which given. Without limiting the
generality of the foregoing, the making of a Loan shall not be construed as a
waiver of any Default, regardless of whether the Administrative Agent or any
Lender may have had notice or knowledge of such Default at the time.

               (b) Neither this Agreement nor any provision hereof may be
waived, amended or modified except pursuant to an agreement or agreements in
writing entered into by the Company and the Required Lenders or by the Company
and the Administrative Agent with the consent of the Required Lenders; PROVIDED
that no such agreement shall (i) increase the Commitment of any Lender without
the written consent of such Lender, (ii) reduce the principal amount of any Loan
or reduce the rate of interest thereon, or reduce any fees payable hereunder,
without the written consent of each Lender affected thereby, (iii) postpone the
scheduled date of payment of the principal amount of any Loan or any interest
thereon, or any fees payable hereunder, or reduce the amount of, waive or excuse
any such payment, or postpone the scheduled date of expiration of any
Commitment, without the written consent of each Lender affected thereby, (iv)
change Section 2.16(b) or (c) in a manner that would alter the pro rata sharing
of payments required thereby, without the written consent of each Lender, (v)
release the obligations of the Guarantor under Article IX without the written
consent of each Lender or (vi) change any of the provisions of this Section or
the definition of "Required Lenders" or any other provision hereof specifying

<PAGE>
                                                                             47

the number or percentage of Lenders required to waive, amend or modify any
rights hereunder or make any determination or grant any consent hereunder,
without the written consent of each Lender; PROVIDED FURTHER that no such
agreement shall amend, modify or otherwise affect the rights or duties of the
Administrative Agent hereunder without the prior written consent of the
Administrative Agent.

               SECTION 10.03. EXPENSES; INDEMNITY; DAMAGE WAIVER. (a) The
Company agrees to pay (i) all reasonable out-of-pocket expenses incurred by the
Administrative Agent and its Affiliates, including the reasonable fees, charges
and disbursements of Cravath, Swaine & Moore, counsel for the Administrative
Agent, in connection with the syndication of the credit facilities provided for
herein, the preparation and administration of this Agreement or any amendments,
modifications or waivers of the provisions hereof (whether or not the
transactions contemplated hereby or thereby shall be consummated) and (ii) all
reasonable out-of-pocket expenses incurred by the Administrative Agent or any
Lender, including the reasonable fees, charges and disbursements of any counsel
for the Administrative Agent or any Lender, in connection with the enforcement
or protection of its rights in connection with this Agreement or the Loans
hereunder.

               (b) The Company agrees to indemnify the Administrative Agent and
each Lender, each Affiliate of any of the foregoing Persons and each of their
respective directors, officers, employees and agents (each such Person being
called an "INDEMNITEE") against, and to hold each Indemnitee harmless from, any
and all losses, claims, damages, liabilities and related expenses, including the
fees, charges and disbursements of any counsel for any Indemnitee, incurred by
or asserted against any Indemnitee arising out of, in connection with, or as a
result of (i) the execution or delivery of this Agreement or any agreement or
instrument contemplated hereby, the performance by the parties hereto of their
respective obligations hereunder or the consummation of the Transactions or any
other transactions contemplated hereby, (ii) any Loan or the use of the proceeds
therefrom, (iii) any actual or alleged presence or release of Hazardous
Materials on or from any property owned or operated by the Company or any of its
Subsidiaries, or any Environmental Liability related in any way to the Company
or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation,
investigation or proceeding relating to any of the foregoing, whether or not any
Indemnitee is a party thereto; PROVIDED that such indemnity shall not, as to any
Indemnitee, be available to the extent that such losses, claims, damages,
liabilities or related expenses resulted from the gross negligence or wilful
misconduct of such Indemnitee.

               (c) To the extent that the Borrower fails to pay any amount
required to be paid by it to the Administrative Agent under paragraph (a) or (b)
of this Section, each Lender severally agrees to pay to the Administrative Agent
such Lender's Applicable Percentage (determined as of the time that applicable
unreimbursed expense or indemnity payment is sought) of such unpaid amount;
PROVIDED that the unreimbursed expense or indemnified loss, claim, damage,
liability or related expense, as the case may be, was incurred by or asserted
against the Administrative Agent.

               (d) To the extent permitted by applicable law, each Borrower
agrees not to assert, and hereby waives, any claim against any Indemnitee, on
any theory of liability, for special, indirect, consequential or punitive
damages (as opposed to direct or actual damages) 

<PAGE>
                                                                             48

arising out of, in connection with, or as a result of, this Agreement or any
agreement or instrument contemplated hereby, the Transactions, any Loan or the
use of the proceeds thereof.

               (e) All amounts due under this Section shall be payable promptly
after written demand therefor.

               SECTION 10.04. SUCCESSORS AND ASSIGNS. (a) The provisions of this
Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns permitted hereby, except that no
Borrower may assign or otherwise transfer any of its rights or obligations
hereunder without the prior written consent of each Lender (and any attempted
assignment or transfer by a Borrower without such consent shall be null and
void). Nothing in this Agreement, expressed or implied, shall be construed to
confer upon any Person (other than the parties hereto and their respective
successors and assigns permitted hereby) any legal or equitable right, remedy or
claim under or by reason of this Agreement.

               (b) Any Lender may assign to one or more assignees all or a
portion of its rights and obligations under this Agreement (including all or a
portion of its Commitment and the Loans at the time owing to it); PROVIDED that
(i) except in the case of an assignment to a Lender or an Affiliate of a Lender,
each of the Company and the Administrative Agent must give their prior written
consent to such assignment, which consent, in the case of the Company, shall be
in the Company's sole and absolute discretion, (ii) except in the case of an
assignment to a Lender or an Affiliate of a Lender or an assignment of the
entire remaining amount of the assigning Lender's Commitment, the amount of the
Commitment of the assigning Lender subject to each such assignment (determined
as of the date the Assignment and Acceptance with respect to such assignment is
delivered to the Administrative Agent) shall not be less than $10,000,000, (iii)
each partial assignment shall be made as an assignment of a proportionate part
of all the assigning Lender's rights and obligations under this Agreement,
except that this clause shall not apply to rights in respect of outstanding
Competitive Loans, (iv) the parties to each such assignment shall execute and
deliver to the Administrative Agent an Assignment and Acceptance, together with
a processing and recordation fee of $3,000, and (v) the assignee, if it shall
not be a Lender, shall deliver to the Administrative Agent an Administrative
Questionnaire. Upon acceptance and recording pursuant to paragraph (d) of this
Section, from and after the effective date specified in each Assignment and
Acceptance, which effective date shall be at least five Business Days after the
execution thereof, the assignee thereunder shall be a party hereto and, to the
extent of the interest assigned by such Assignment and Acceptance, have the
rights and obligations of a Lender under this Agreement, and the assigning
Lender thereunder shall, to the extent of the interest assigned by such
Assignment and Acceptance, be released from its obligations under this Agreement
(and, in the case of an Assignment and Acceptance covering all of the assigning
Lender's rights and obligations under this Agreement, such Lender shall cease to
be a party hereto but shall continue to be entitled to the benefits of Sections
2.13, 2.14, 2.15 and 10.03). Any assignment or transfer by a Lender of rights or
obligations under this Agreement that does not comply with this paragraph (b)
shall be treated for the purposes of this Agreement as a sale by such Lender of
a participation in such rights and obligations in accordance with paragraph (e)
below.

               (c) The Administrative Agent, acting for this purpose as an agent
of the Borrowers, shall maintain at one of its offices in The City of New York a
copy of each

<PAGE>
                                                                             49

 Assignment and Acceptance delivered to it and a register for the
recordation of the names and addresses of the Lenders, and the Commitment of,
and principal amount of the Loans owing to, each Lender pursuant to the terms
hereof from time to time (the "REGISTER"). The entries in the Register shall be
conclusive, and the Borrowers, the Administrative Agent and the Lenders may
treat each Person whose name is recorded in the Register pursuant to the terms
hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding
notice to the contrary. The Register shall be available for inspection by the
Borrowers and any Lender, at any reasonable time and from time to time upon
reasonable prior notice.

               (d) Upon its receipt of a duly completed Assignment and
Acceptance executed by an assigning Lender and an assignee, the assignee's
completed Administrative Questionnaire (unless the assignee shall already be a
Lender hereunder), the processing and recordation fee referred to in paragraph
(b) above and any written consent to such assignment required by paragraph (b)
above, the Administrative Agent shall (i) accept such Assignment and Acceptance,
(ii) record the information contained therein in the Register and (iii) give
prompt notice thereof to the Lenders. No assignment shall be effective unless it
has been recorded in the Register as provided in this paragraph (d).

               (e) Any Lender may without the consent of the Borrowers or the
Administrative Agent sell participations to one or more banks or other entities
(a "PARTICIPANT") in all or a portion of its rights and obligations under this
Agreement (including all or a portion of its Commitment and the Loans owing to
it); PROVIDED that (i) such Lender shall give notice thereof to the
Administrative Agent and the Company, (ii) such Lender's obligations under this
Agreement shall remain unchanged, (iii) such Lender shall remain solely
responsible to the other parties hereto for the performance of such obligations
and (iv) the Borrowers, the Administrative Agent and the other Lenders shall
continue to deal solely and directly with such Lender in connection with such
Lender's rights and obligations under this Agreement. Any agreement or
instrument pursuant to which a Lender sells such a participation shall provide
that such Lender shall retain the sole right to enforce this Agreement and to
approve any amendment, modification or waiver of any provision of this
Agreement; PROVIDED that such agreement or instrument may provide that such
Lender will not, without the consent of the Participant, agree to any amendment,
modification or waiver described in the first proviso to Section 10.02(b) that
affects such Participant. Subject to paragraph (f) below, the Borrowers agree
that each Participant shall be entitled to the benefits of Sections 2.13, 2.14
and 2.15 to the same extent as if it were a Lender and had acquired its interest
by assignment pursuant to paragraph (b) of this Section.

               (f) A Participant shall not be entitled to receive any greater
payment under Section 2.13 or 2.15 than the applicable Lender would have been
entitled to receive with respect to the participation sold to such Participant,
unless the sale of the participation to such Participant is made with the
applicable Borrower's prior written consent. A Participant that would be a
Foreign Lender if it were a Lender shall not be entitled to the benefits of
Section 2.15 unless such Borrower is notified of the participation sold to such
Participant and such Participant agrees, for the benefit of such Borrower, to
comply with Section 2.15(e) as though it were a Lender.

               (g) Any Lender may at any time assign all or any portion of its
rights under this Agreement to a Federal Reserve Bank to secure extensions of
credit by such Federal Reserve Bank to such Lender; PROVIDED that no such
assignment shall release a Lender from any of its

<PAGE>
                                                                             50

obligations hereunder or substitute any such Federal Reserve Bank for such
Lender as a party hereto.

               SECTION 10.05. SURVIVAL. All covenants, agreements,
representations and warranties made by the Company and its Subsidiaries herein
and in the certificates or other instruments prepared or delivered in connection
with or pursuant to this Agreement shall be considered to have been relied upon
by the Lenders and shall survive the execution and delivery of this Agreement
and the making of any Loans, regardless of any investigation made by the Lenders
or on their behalf and notwithstanding that the Administrative Agent or any
Lender may have had notice or knowledge of any Default or incorrect
representation or warranty at the time any credit is extended hereunder, and
shall continue in full force and effect as long as the principal of or any
accrued interest on any Loan or any fee or any other amount payable under this
Agreement is outstanding and unpaid so long as the Commitments have not expired
or terminated. The provisions of Sections 2.13, 2.14, 2.15 and 10.03 and Article
VIII shall survive and remain in full force and effect regardless of the
consummation of the transactions contemplated hereby, the repayment of the
Loans, the expiration or termination of the Commitments or the termination of
this Agreement or any other provisions hereof.

               SECTION 10.06. COUNTERPARTS; INTEGRATION; EFFECTIVENESS. This
Agreement may be executed in counterparts (and by different parties hereto on
different counterparts), each of which shall constitute an original, but all of
which when taken together shall constitute a single contract. This Agreement and
any separate letter agreements with respect to fees payable to the
Administrative Agent constitute the entire contract among the parties relating
to the subject matter hereof and supersede any and all previous agreements and
understandings, oral or written, relating to the subject matter hereof. Except
as provided in Section 4.01, this Agreement shall become effective when it shall
have been executed by the Administrative Agent and when the Administrative Agent
shall have received counterparts hereof which, when taken together, bear the
signatures of each of the other parties hereto, and thereafter shall be binding
upon and inure to the benefit of the parties hereto and their respective
successors and assigns. Delivery of an executed counterpart of a signature page
of this Agreement by telecopy shall be effective as delivery of a manually
executed counterpart of this Agreement.

               SECTION 10.07. SEVERABILITY. Any provision of this Agreement held
to be invalid, illegal or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such invalidity, illegality or
unenforceability without affecting the validity, legality and enforceability of
the remaining provisions hereof; and the invalidity of a particular provision in
a particular jurisdiction shall not invalidate such provision in any other
jurisdiction.

               SECTION 10.08. RIGHT OF SET-OFF. If an Event of Default shall
have occurred and be continuing, each Lender is hereby authorized at any time
and from time to time, to the fullest extent permitted by law, to set off and
apply any and all deposits (general or special, time or demand, provisional or
final) at any time held and other indebtedness at any time owing by such Lender
to or for the credit or the account of any Borrower against any of and all the
obligations of such Borrower now or hereafter existing under this Agreement held
by such Lender, irrespective of whether or not such Lender shall have made any
demand under this Agreement and although such obligations may be unmatured. The
rights of each Lender under 

<PAGE>
                                                                             51

this Section are in addition to other rights and remedies (including other
rights of set-off) which such Lender may have.

               SECTION 10.09. GOVERNING LAW; JURISDICTION; CONSENT TO SERVICE OF
PROCESS. (a) THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED
BY THE LAWS OF THE STATE OF NEW YORK.

               (b) Each Borrower hereby irrevocably and unconditionally submits,
for itself and its property, to the nonexclusive jurisdiction of the Supreme
Court of the State of New York sitting in New York County and of the United
States District Court of the Southern District of New York, and any appellate
court from any thereof, in any action or proceeding arising out of or relating
to this Agreement, or for recognition or enforcement of any judgment, and each
of the parties hereto hereby irrevocably and unconditionally agrees that all
claims in respect of any such action or proceeding may be heard and determined
in such New York State or, to the extent permitted by law, in such Federal
court. Each of the parties hereto agrees that a final judgment in any such
action or proceeding shall be conclusive and may be enforced in other
jurisdictions by suit on the judgment or in any other manner provided by law.
Nothing in this Agreement shall affect any right that the Administrative Agent
or any Lender may otherwise have to bring any action or proceeding relating to
this Agreement against the Borrower or its properties in the courts of any
jurisdiction.

               (c) Each Borrower hereby irrevocably and unconditionally waives,
to the fullest extent it may legally and effectively do so, any objection which
it may now or hereafter have to the laying of venue of any suit, action or
proceeding arising out of or relating to this Agreement in any court referred to
in paragraph (b) of this Section. Each of the parties hereto hereby irrevocably
waives, to the fullest extent permitted by law, the defense of an inconvenient
forum to the maintenance of such action or proceeding in any such court.

               (d) Each party to this Agreement irrevocably consents to service
of process in the manner provided for notices in Section 10.01. Nothing in this
Agreement will affect the right of any party to this Agreement to serve process
in any other manner permitted by law.

               SECTION 10.10. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE
TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF
OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH
PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY
OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD
NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B)
ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER
INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND
CERTIFICATIONS IN THIS SECTION.

               SECTION 10.11. HEADINGS. Article and Section headings and the
Table of Contents used herein are for convenience of reference only, are not
part of this Agreement and shall not affect the construction of, or be taken
into consideration in interpreting, this Agreement.

<PAGE>
                                                                             52

               SECTION 10.12. CONFIDENTIALITY. Each of the Administrative Agent
and the Lenders agrees to maintain the confidentiality of the Information (as
defined below), except that Information may be disclosed (a) to its and its
Affiliates' directors, officers, employees and agents, including accountants,
legal counsel and other advisors (it being understood that the Persons to whom
such disclosure is made will be informed of the confidential nature of such
Information and instructed to keep such Information confidential), (b) to the
extent requested by any regulatory authority, (c) to the extent otherwise
required by applicable laws and regulations or by any subpoena or similar legal
process, (d) to any other party to this Agreement, (e) in connection with the
exercise of any remedies hereunder or any suit, action or proceeding relating to
this Agreement or the enforcement of rights hereunder, (f) subject to an
agreement containing provisions substantially the same as those of this Section,
to any assignee of or Participant in, or any prospective assignee of or
Participant in, any of its rights or obligations under this Agreement, (g) with
the consent of the Company or (h) to the extent such Information (i) becomes
publicly available other than as a result of a breach of this Section or (ii)
becomes available to the Administrative Agent or any Lender on a nonconfidential
basis from a source other than the Company. For the purposes of this Section,
"INFORMATION" means all information received from the Company relating to the
Company or its business, other than any such information that is available to
the Administrative Agent or any Lender on a nonconfidential basis prior to
disclosure by the Company; PROVIDED that, in the case of information received
from the Company after the date hereof, such information is clearly identified
at the time of delivery as confidential. Any Person required to maintain the
confidentiality of Information as provided in this Section shall be considered
to have complied with its obligation to do so if such Person has exercised the
same degree of care to maintain the confidentiality of such Information as such
Person would accord to its own confidential information.

               SECTION 10.13. INTEREST RATE LIMITATION. Notwithstanding anything
herein to the contrary, if at any time the interest rate applicable to any Loan,
together with all fees, charges and other amounts which are treated as interest
on such Loan under applicable law (collectively the "CHARGES"), shall exceed the
maximum lawful rate (the "MAXIMUM RATE") which may be contracted for, charged,
taken, received or reserved by the Lender holding such Loan in accordance with
applicable law, the rate of interest payable in respect of such Loan hereunder,
together with all Charges payable in respect thereof, shall be limited to the
Maximum Rate and, to the extent lawful, the interest and Charges that would have
been payable in respect of such Loan but were not payable as a result of the
operation of this Section shall be cumulated and the interest and Charges
payable to such Lender in respect of other Loans or periods shall be increased
(but not above the Maximum Rate therefor) until such cumulated amount, together
with interest thereon at the Federal Funds Effective Rate to the date of
repayment, shall have been received by such Lender.

               SECTION 10.14. CONVERSION OF CURRENCIES. (a) If, for the purpose
of obtaining judgment in any court, it is necessary to convert a sum owing
hereunder in one currency into another currency, each party hereto agrees, to
the fullest extent that it may effectively do so, that the rate of exchange used
shall be that at which in accordance with normal banking procedures in the
relevant jurisdiction the first currency could be purchased with such other
currency on the Business Day immediately preceding the day on which final
judgment is given.

<PAGE>
                                                                             53

               (b) The obligations of each Borrower in respect of any sum due to
any party hereto or any holder of the obligations owing hereunder (the
"APPLICABLE CREDITOR") shall, notwithstanding any judgment in a currency (the
"JUDGMENT CURRENCY") other than the currency in which such sum is stated to be
due hereunder (the "AGREEMENT CURRENCY"), be discharged only to the extent that,
on the Business Day following receipt by the Applicable Creditor of any sum
adjudged to be so due in the Judgment Currency, the Applicable Creditor may in
accordance with normal banking procedures in the relevant jurisdiction purchase
the Agreement Currency with the Judgment Currency; if the amount of the
Agreement Currency so purchased is less than the sum originally due to the
Applicable Creditor in the Agreement Currency, such Borrower agrees, as a
separate obligation and notwithstanding any such judgment, to indemnify the
Applicable Creditor against such loss. The obligations of the Borrowers
contained in this Section 10.14 shall survive the termination of this Agreement
and the payment of all other amounts owing hereunder.

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


                              SUNBEAM CORPORATION,

                                 by
                                    /s/ EDWIN T. DERECHO
                                    -------------------------
                                    Name:  Edwin T. Derecho
                                    Title:  Treasurer


                              THE CHASE MANHATTAN BANK,
                              individually and as Administrative Agent,

                                 by
                                    /s/ DEBORAH DAVEY
                                    ------------------------- 
                                    Name:  Deborah Davey
                                    Title: Attorney-in-fact

<PAGE>
                                                                             54
                              BANK OF AMERICA ILLINOIS,

                                 by
                                    /s/ LAURENS F. SCHAAD, JR.
                                    -------------------------
                                    Name: Laurens F. Schaad, Jr.
                                    Title: Vice President


                             THE BANK OF NEW YORK,

                                 by
                                    /s/ DAVID C. SIEGEL
                                    -------------------------
                                    Name: David C. Siegel
                                    Title: Assistant Vice President
 

                              THE BANK OF NOVA SCOTIA,

                                 by
                                    /s/ W. J. BROWN
                                    -------------------------
                                    Name: W. J. Brown
                                    Title: Vice President


                              NORTHERN TRUST COMPANY,

                                 by
                                    /s/ JOHN J. CONWAY
                                    -------------------------
                                    Name: John J. Conway
                                    Title: Vice President

<PAGE>

                                                                             55


                              PNC BANK, KENTUCKY, INC.,

                                 by
                                    /s/ TOBY B. RAU
                                    -------------------------
                                    Name: Toby B. Rau
                                    Title: Assistant Vice President


                               THE FUJI BANK LIMITED,

                                 by
                                    /s/ MASANOBU KOBAYASHI
                                    -------------------------
                                    Name: Masanobu Kobayashi
                                    Title: Vice President and Manager


                              CREDIT SUISSE,

                                 by
                                    /s/ GEOFFREY M. CRAIG
                                    -------------------------
                                    Name: Geoffrey M. Craig
                                    Title: Member of Senior Management


                                 by
                                    /s/ KRISTINN R. KRISTINSSON
                                    -------------------------
                                    Name: Kristinn R. Kristinsson
                                    Title: Associate


                              CREDIT LYONNAIS, NEW YORK BRANCH,

                                 by
                                    /s/ JACQUES-YVES MULLIEZ
                                    -------------------------
                                    Name: Jacques-Yves Mulliez
                                    Title: Senior Vice President
<PAGE>

                              NATIONSBANK,

                                 by
                                    /s/  ANDREW M. AIRHEART
                                    -------------------------
                                    Name:  Andrew M. Airheart
                                    Title:  Senior Vice President


                              THE FIRST NATIONAL BANK OF CHICAGO,

                                 by
                                    /s/  ROBERT H. WOLOHAN
                                    -------------------------
                                    Name:  Robert H. Wolohan
                                    Title:  Corporate Banking Officer


                              WACHOVIA BANK OF GEORGIA, N.A.,

                                 by
                                    /s/  PATRICK A. PHELAN
                                    -----------------------
                                    Name:  Patrick A. Phelan
                                    Title:  Assistant Vice President


                              FIRST UNION NATIONAL BANK OF FLORIDA,

                                 by /s/ JEFFREY E. NOBLE
                                    -------------------------
                                    Name:  Jeffrey E. Noble
                                    Title: Vice President

<PAGE>

                                                                             57
                              THE BANK OF TOKYO-MITSUBISHI
                              TRUST LTD.,

                                 by
                                    /s/ RANDY L. GLASS
                                    -------------------------
                                    Name:  Randy L. Glass
                                    Title: Vice President


                              SAKURA BANK, LIMITED,

                                 by
                                    /s/ HIROYASU IMANISHI
                                    -------------------------
                                    Name:  Hiroyasu Imanishi
                                    Title: Vice President and Senior
                                           Manager

<PAGE>
                                                                     EXHIBIT A


                                    [FORM OF]

                            ASSIGNMENT AND ACCEPTANCE

                                                     Dated:____________, 19___

        Reference is made to the $500,000,000 Competitive Advance and Revolving
Credit Facility Agreement dated as of September 16, 1996 (as it may hereafter be
amended, modified, extended or restated from time to time, the "Agreement"),
among Sunbeam Corporation (the "Company"), the Borrowing Subsidiaries party
thereto, the Lenders party thereto (the "Lenders") and The Chase Manhattan Bank,
as Administrative Agent for the Lenders. Terms defined in the Agreement are used
herein with the same meanings.

        1. The Assignor hereby sells and assigns, without recourse, to the
Assignee, and the Assignee hereby purchases and assumes, without recourse, from
the Assignor, effective as of the effective date of assignment set forth below
(the "Assignment Date"), the interests set forth on the reverse hereof (the
"Assigned Interest") in the Assignor's rights and obligations under the
Agreement, including, without limitation, the interests set forth on the reverse
hereof in the Commitment of the Assignor on the Assignment Date and the
Competitive Loans owing to the Assignor which are outstanding on the Assignment
Date, together with unpaid interest accrued on the assigned Loans to the
Assignment Date and the amount, if any, set forth on the reverse hereof of the
Fees accrued to the Assignment Date for the account of the Assignor. Each of the
Assignor and the Assignee hereby makes and agrees to be bound by all the
representations, warranties and agreements set forth in Section 10.04 of the
Agreement, a copy of which has been received by each such party. From and after
the Assignment Date, (i) the Assignee shall be a party to and be bound by the
provisions of the Agreement and, to the extent of the interests assigned by this
Assignment and Acceptance, have the rights and obligations of a Lender
thereunder and (ii) the Assignor shall, to the extent of the interests assigned
by this Assignment and Acceptance, relinquish its rights and be released from
its obligations under the Agreement.

        2. This Assignment and Acceptance is being delivered to the
Administrative Agent together with (i) if the Assignee is organized under the
laws of a jurisdiction outside the United States, the forms referenced in
Section 2.15(e) of the Agreement, duly completed and executed by such Assignee,
(ii) if the Assignee is not already a Lender under the Agreement, an
Administrative Questionnaire in a form supplied by the Administrative Agent and
(iii) a processing and recordation fee of $3,500.

        3.  This Assignment and Acceptance shall be governed by and
construed in accordance with the laws of the State of New York.

Date of Assignment: ____________________________________________________

Legal Name of Assignor: ________________________________________________

Legal Name of Assignee: ________________________________________________

Assignee's Address for Notices: ________________________________________

Assignee's Domestic Lending Office Address:_____________________________

________________________________________________________________________

<PAGE>
                                                                              2

Assignee's Eurocurrency Lending Office Address:_________________________

________________________________________________________________________

Effective Date of Assignment
(may not be fewer than 5 Business
Days after the Date of Assignment): ___________________________________


===============================================================================

                                                 Percentage Assigned of
                           Principal Amount      Facility/Commitment (set
                           Assigned (and         forth, to at least 8
                           identifying           decimals, as a percentage of
                           information as to     the Facility and the
                           individual            aggregate Commitments of all
FACILITY                   COMPETITIVE LOANS)    LENDERS THEREUNDER)
------------------------------------------------------------------------------
Standby Loans:             $__________           _________ %

------------------------------------------------------------------------------
Competitive Loans:         $__________           _________ %

------------------------------------------------------------------------------
Fees Assigned (if any):    $__________           _________ %
===============================================================================

The terms set forth and on the                 Accepted:
reverse side hereof are herby                  SUNBEAM CORPORATION,
agreed to:

________________________________,               by: ___________________________
as Assignor,                                        Name:
                                                    Title:
by: ____________________________
    Name:
    Title:

________________________________,
as Assignee,

by: ____________________________
    Name:
    Title:

<PAGE>
                                                                      EXHIBIT B


                                    [FORM OF]

                         BORROWING SUBSIDIARY AGREEMENT


The Chase Manhattan Bank, as Administrative Agent
Agent Bank Services Group
Grand Central Tower
140 East 45th Street
New York, NY 10017
Attention:  __________

with a copy to:
The Chase Manhattan Bank
270 Park Avenue
New York, NY 10017
Attention:  _____________

                                                                         [Date]

Ladies and Gentlemen:

        The undersigned, Sunbeam Corporation (the "Company"), refers to the
$500,000,000 Competitive Advance and Revolving Credit Facility Agreement dated
as of September 16, 1996 (as it may hereafter be amended, modified, extended or
restated from time to time, the "Agreement"), among the Company, the Borrowing
Subsidiaries party thereto, the Lenders party thereto and The Chase Manhattan
Bank, as Administrative Agent. Capitalized terms used and not otherwise defined
herein shall have the meanings assigned to such terms in the Agreement.

        The Company and _______________ (the "Designated Borrowing Subsidiary")
(i) confirm that the Designated Borrowing Subsidiary is a Wholly Owned
Subsidiary and (ii) make, on and as of the date hereof, the representations and
warranties as to the Designated Borrowing Subsidiary contained in Article III of
the Credit Agreement. The Designated Borrowing Subsidiary hereby agrees to be
bound in all respects by the terms of the Agreement, including without
limitation, Article IV thereof, and to perform all of the obligations of a
Borrowing Subsidiary thereunder. Each reference to a Borrowing Subsidiary in the
Agreement shall be deemed to include the Designated Borrowing Subsidiary.

        The Company hereby ratifies and confirms the provisions of Article IX of
the Agreement with respect to all Loans made by any Lender to the Designated
Borrowing Subsidiary.

        The address to which communications to the Designated Borrowing
Subsidiary under the Agreement should be directed
is:____________________________________________

___________________________________________________________

___________________________________________________________


        This instrument shall be construed in accordance with and governed by
the laws of the State of New York. Loan proceeds should be deposited as provided
in the Agreement.

        Upon the execution of this Borrowing Subsidiary Agreement by the Company
and the Designated Borrowing Subsidiary, and acceptance hereof by the
Administrative Agent, the Designated Borrowing Subsidiary shall become a
Borrowing Subsidiary under the Agreement as though it were an

<PAGE>
                                                                              2

original party thereto and shall be entitled to borrow under the Agreement upon
the satisfaction of the conditions precedent set forth in Section 4.02 of the
Agreement.

                             Very truly yours,

                             SUNBEAM CORPORATION,

                               by

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


                             [DESIGNATED BORROWING SUBSIDIARY],

                               by

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



Accepted as of the date first above written.

THE CHASE MANHATTAN BANK, as
Administrative Agent,


by

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

<PAGE>
                                                                      EXHIBIT C


                                    [FORM OF]

                        BORROWING SUBSIDIARY TERMINATION


The Chase Manhattan Bank, as Administrative Agent
Agent Bank Services Group
Grand Central Tower
140 East 45th Street
New York, NY 10017
Attention:  __________

with a copy to:
The Chase Manhattan Bank
270 Park Avenue
New York, NY 10017
Attention:  _____________

                                                                        [Date]

Ladies and Gentlemen:

        The undersigned, Sunbeam Corporation (the "Company"), refers to the
$500,000,000 Competitive Advance and Revolving Credit Facility Agreement dated
as of ______, 1996 (as it may hereafter be amended, modified, extended or
restated from time to time, the "Agreement"), among the Company, the Borrowing
Subsidiaries party thereto, the Lenders party thereto and The Chase Manhattan
Bank, as Administrative Agent. Capitalized terms used and not otherwise defined
herein shall have the meanings assigned to such terms in the Agreement.

         The Company hereby elects to terminate the status of (the "Terminated
Borrowing Subsidiary") as a Borrowing Subsidiary for purposes of the Agreement.
The Company represents and warrants that no Loans made to the Terminated
Borrowing Subsidiary are outstanding as of the date hereof and that all
principal and interest on all amounts payable by the Terminated Borrowing
Subsidiary pursuant to the Agreement have been paid in full on or prior to the
date hereof.


        This instrument shall be construed in accordance with and governed by
the laws of the State of New York.


                             Very truly yours,


                             SUNBEAM CORPORATION,


                               by

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

<PAGE>
                                                                    EXHIBIT D-1


                                    [FORM OF]

                   OPINION OF GENERAL COUNSEL FOR THE COMPANY

                                                               [Effective Date]

To the Lenders and the Administrative Agent
  Referred to Below
c/o The Chase Manhattan Bank, as Administrative Agent
270 Park Avenue
New York, New York 10017

Dear Sirs:

        I have acted as counsel for Sunbeam Corporation (the "Company") in
connection with the Credit Agreement (the "Credit Agreement") dated as of
September 16, 1996 among the Company, the Borrowing Subsidiaries party thereto,
the Lenders party thereto and The Chase Manhattan Bank, as Administrative Agent.
This opinion is being rendered to you pursuant to Section 4.01(b) of the Credit
Agreement. Terms defined in the Credit Agreement are used herein as therein
defined.

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

        Upon the basis of the foregoing, I am of the opinion that:

        1. The Company is a corporation duly incorporated, validly existing and
in good standing under the laws of Delaware, and has all corporate powers and
all material governmental licenses, authorizations, consents and approvals
required to carry on its business as now conducted.

        2. The execution, delivery and performance by the Company of the Credit
Agreement are within the Company's corporate powers, have been duly authorized
by all necessary corporate action, require no action by or in respect of, or
filing with, any governmental body, agency or official and do not contravene, or
constitute a default under, any provision of applicable law or regulation or of
the certificate of incorporation or by-laws of the Company or of any agreement,
judgment, injunction, order, decree or other instrument binding upon the Company
or result in the creation or imposition of any Lien on any asset of the Company
or any of its subsidiaries.

        3. The Credit Agreement constitutes a valid and binding agreement of the
Company enforceable in accordance with its terms except as the same may be
limited by bankruptcy, insolvency or similar laws affecting creditors' rights
generally and by general principles of equity.

        4. There is no action, suit or proceeding pending against, or to the
best of my knowledge threatened against or affecting, the Company or any of its
Subsidiaries before any court or arbitrator or any governmental body, agency or
official, in which there is a reasonable possibility of an adverse decision
which could materially adversely

<PAGE>

                                                                              2

affect the business, consolidated financial position or consolidated results of
operations of the Company and its Consolidated Subsidiaries, considered as a
whole or which in any manner draws into question the validity of the Credit
Agreement.

        5. Each of the Borrowing Subsidiaries that has been designated as such
as of the date hereof is a corporation validly existing and in good standing
under the laws of its jurisdiction of incorporation, and has all corporate
powers and all material governmental licenses, authorizations, consents and
approvals required to carry on its business as now conducted.


                                    Very truly yours,

<PAGE>
                                                                   EXHIBIT D-2
                                    [FORM OF]

                 OPINION OF SKADDEN, ARPS, SLATE, MEAGHER & FLOM
                        COUNSEL FOR SUNBEAM CORPORATION (1)


        1. The execution, delivery and performance by Sunbeam Corporation (the
"Company") of the Agreement and the borrowings thereunder (collectively, the
"Transactions") have been duly authorized by all requisite corporate action and
will not violate any provision of law, statute, rule or regulation (including
without limitation, the Margin Regulations).

        2. The Agreement has been duly executed and delivered by the Company and
constitutes a legal, valid and binding obligation of the Company enforceable
against it in accordance with its terms, subject as to the enforceability of
rights and remedies to any applicable bankruptcy, reorganization, insolvency,
moratorium or other similar laws of general application relating to or affecting
the enforcement of creditors' rights from time to time in effect.

        3. No action, consent or approval of, registration or filing with, or
any other action by, any government authority is or will be required in
connection with the Transactions, except such as have been made or obtained and
are in full force and effect.

        4. Neither the Company nor any of its subsidiaries is (a) an "investment
company" as defined in, or subject to regulation under, the Investment Company
Act of 1940 (the "1940 Act") or (b) a "holding company" as defined in, or
subject to regulation under, the Public Utility Holding Company Act of 1935.

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

           (1)Capitalized terms used but not otherwise defined herein shall have
         the meanings assigned to such terms in the $500,000,000 Competitive
         Advance and Revolving Credit Facility Agreement (the "Agreement") dated
         as of September 16, 1996, among Sunbeam Corporation, the Borrowing
         Subsidiaries party thereto, the Lenders party thereto, and The Chase
         Manhattan Bank, as Administrate Agent.

<PAGE>
                                                                   EXHIBIT E-1


                                    [FORM OF]

                             COMPETITIVE BID REQUEST


The Chase Manhattan Bank, as Administrative Agent
Agent Bank Services Group
Grand Central Tower
140 East 45th Street
New York, NY 10017
Attention:  __________

with a copy to:
The Chase Manhattan Bank
270 Park Avenue
New York, NY 10017
Attention:  _____________
                                                                         [Date]

Ladies and Gentlemen:

        The undersigned, Sunbeam Corporation (the "Company"), refers to the
$500,000,000 Competitive Advance and Revolving Credit Facility Agreement dated
as of September 16, 1996 (as it may hereafter be amended, modified, extended or
restated from time to time, the "Agreement"), among the Company, the Borrowing
Subsidiaries party thereto, the Lenders party thereto and The Chase Manhattan
Bank, as Administrative Agent. Capitalized terms used and not otherwise defined
herein shall have the meanings assigned to such terms in the Agreement.

        The Company hereby gives you notice pursuant to Section 2.04(a) of the
Agreement that it requests a Competitive Borrowing under the Agreement, and in
that connection sets forth below the terms on which such Competitive Borrowing
is requested to be made:

(A)  Date of Competitive Borrowing
     (which is a Business Day)       -------------------

(B)  Principal amount of
     Competitive Borrowing (1)       -------------------

(C)  Currency                        -------------------

(D)  Interest Period and the
     last day thereof (2)            -------------------

-------- 
(1) Not less than $5,000,000 (and in integral multiples of $1,000,000) in the
case of a Competitive Borrowing denominated in Dollars, and not less than the
Dollar Equivalent of $5,000,000 in the case of a Competitive Borrowing
denominated in an Alternative Currency, and not greater than the Total
Commitment then available.

(2) Which shall be subject to the definition of "Interest Period" and end not
later than the Maturity Date.

<PAGE>
                                                                              2

        Upon acceptance of any or all of the Loans offered by the Lenders in
response to this request, the Company shall be deemed to have represented and
warranted that the conditions to lending specified in Section 4.02(b) and (c) of
the Agreement have been satisfied. Any amounts borrowed shall be deposited in
The Chase Manhattan Bank account number [     ].

                                Very truly yours,

                                SUNBEAM CORPORATION,

                                   by

                                       --------------------------
                                       Name:
                                       Title: [Financial Officer]

<PAGE>
                                                                    EXHIBIT E-2

                                    [FORM OF]

                        NOTICE OF COMPETITIVE BID REQUEST


[Name of Lender]
[Address]

                                                                         [Date]

Attention:  [          ]

Ladies and Gentlemen:

        Reference is made to the $500,000,000 Competitive Advance and Revolving
Credit Facility Agreement dated as of September 16, 1996 (as it may hereafter be
amended, modified, extended or restated from time to time, the "Agreement"),
among Sunbeam Corporation (the "Company"), the Borrowing Subsidiaries party
thereto, the Lenders party thereto and The Chase Manhattan Bank, as
Administrative Agent. Capitalized terms used and not otherwise defined herein
shall have the meanings assigned to such terms in the Agreement.

        A Borrower made a Competitive Bid Request on ___________ , 19[ ],
pursuant to Section 2.04(a) of the Agreement, and in that connection you are
invited to submit a Competitive Bid by [Date]/[Time].(1) Your Competitive Bid
must comply with Section 2.04(b) of the Agreement and the terms set forth below
on which the Competitive Bid Request was made:

(A)  Date of Competitive Borrowing             -------------------


(B)  Principal amount of
     Competitive Borrowing                     -------------------


(C)  Currency                                  -------------------

(D)  Interest Period and the
     last day thereof                          -------------------


                                    Very truly yours,

                                    THE CHASE MANHATTAN BANK,
                                    as Administrative Agent,

                                      by
                                        ----------------------------
                                        Name:
                                        Title:

--------
(1) The Competitive Bid must be received by the Agent not later than 10:00 a.m.,
New York City time, on the Business Day of a proposed Competitive Borrowing.

<PAGE>

                                    [FORM OF]

                                 COMPETITIVE BID


The Chase Manhattan Bank, as Administrative Agent
Agent Bank Services Group
Grand Central Tower
140 East 45th Street
New York, NY 10017
Attention:  __________

with a copy to:
The Chase Manhattan Bank
270 Park Avenue
New York, NY 10017
Attention:  _____________

                                                                        [Date]

Ladies and Gentlemen:

        The undersigned, [Name of Lender], refers to the $500,000,000
Competitive Advance and Revolving Credit Facility Agreement dated as of
September 16, 1996 (as it may hereafter be amended, modified, extended or
restated from time to time, the "Agreement"), among Sunbeam Corporation (the
"Company"), the Borrowing Subsidiaries party thereto, the Lenders party thereto
and The Chase Manhattan Bank, as Administrative Agent. Capitalized terms used
and not otherwise defined herein shall have the meanings assigned to such terms
in the Agreement.

        The undersigned hereby makes a Competitive Bid pursuant to Section
2.04(b) of the Agreement, in response to the Competitive Bid Request made by the
Company on _____________ , 19[ ], and in that connection sets forth below the
terms on which such Competitive Bid is made:

(A)  Principal Amount1               -------------------

(B)  Competitive Bid Rate            -------------------

(C)  Interest Period and last
     day thereof                     -------------------


-------- 1/Not less than $5,000,000 and in integral multiples of $1,000,000 in
the case of a Competitive Borrowing denominated in Dollars, and not less than
the Dollar Equivalent of $5,000,000 in the case of a Competitive Borrowing
denominated in an Alternative Currency, and not greater than the requested
Competitive Borrowing. Multiple bids will be accepted by the Agent.

<PAGE>
                                                                              2

        The undersigned hereby confirms that it is prepared, subject to the
conditions set forth in the Agreement, to extend credit to the Borrower upon
acceptance by such Borrower of this bid in accordance with Section 2.04(d) of
the Agreement.


                                    Very truly yours,

                                    [NAME OF LENDER],

                                      by

                                         -------------------
                                         Name:
                                         Title:
<PAGE>

                                                                    EXHIBIT E-4


                                    [FORM OF]

                      COMPETITIVE BID ACCEPT/REJECT LETTER


                                                                        [Date]

The Chase Manhattan Bank, as Administrative Agent
Agent Bank Services Group
Grand Central Tower
140 East 45th Street
New York, NY 10017
Attention:  __________

with a copy to:
The Chase Manhattan Bank
270 Park Avenue
New York, NY 10017
Attention:  _____________


Ladies and Gentlemen:

        The undersigned, Sunbeam Corporation (the "Company"), refers to the
$500,000,000 Competitive Advance and Revolving Credit Facility Agreement dated
as of September 16, 1996 (as it may hereafter be amended, modified, extended or
restated from time to time, the "Agreement"), among the Company, the Borrowing
Subsidiaries party thereto, the Lenders party thereto and The Chase Manhattan
Bank, as Administrative Agent. Capitalized terms used and not otherwise defined
herein shall have the meanings assigned to such terms in the Agreement.

        In accordance with Section 2.04(c) of the Agreement, we have received a
summary of bids in connection with our Competitive Bid Request dated
______________ , 19[ ], and in accordance with Section 2.04(d) of the Agreement,
we hereby accept the following bids for maturity on [date]:


PRINCIPAL AMOUNT                    FIXED RATE                   LENDER

      $                             %
      $

We hereby reject the following bids:

PRINCIPAL AMOUNT                    FIXED RATE                   LENDER

      $                             %
      $

<PAGE>

                                                                             2

        The $ ___________ should be deposited in The Chase Manhattan Bank
account number [           ] on [date].


                                           Very truly yours,

                                            SUNBEAM CORPORATION,

                                              by
                                                 ------------------------
                                                 Name:
                                                 Title:


<PAGE>

                                                                  SCHEDULE 2.01

                         REVOLVING CREDIT FACILITY ALLOCATIONS

-------------------------------------------------------------------------------
                                      CONTACT PERSON             U.S. DOLLAR
                                      AND TELEPHONE              EQUIVALENT
  NAME AND ADDRESS OF LENDER        AND TELECOPY NUMBERS         COMMITMENT
-------------------------------------------------------------------------------
ADMINISTRATIVE AGENT
-------------------------------------------------------------------------------
THE CHASE MANHATTAN BANK             Chris Gould                 $60,000,000
270 Park Avenue
New York, NY 10017                   Tel. #(718) 242-7969
                                     Fax #(718) 242-6909
Domestic Lending Office:

As above

Eurocurrency Lending Office:

As above

-------------------------------------------------------------------------------
CO-AGENTS
-------------------------------------------------------------------------------
BANK OF AMERICA ILLINOIS             Joycelyn Gay                $35,000,000
231 South LaSalle
Chicago, IL 60697                    Tel. #(312) 828-3801
                                     Fax #(312) 974-9626
Domestic Lending Office:

231 South LaSalle
Chicago, IL 60697

Eurocurrency Lending Office:

231 South LaSalle
Chicago, IL 60697
-------------------------------------------------------------------------------

<PAGE>

                                                                              2

-------------------------------------------------------------------------------
                                      CONTACT PERSON              U.S. DOLLAR 
                                      AND TELEPHONE               EQUIVALENT  
  NAME AND ADDRESS OF LENDER        AND TELECOPY NUMBERS          COMMITMENT  
-------------------------------------------------------------------------------
THE BANK OF NEW YORK                David Siegel                  $35,000,000
One Wall Street
New York, NY 10286                  Tel. #(212) 635-1489
                                    Fax #(212) 635-6434
Domestic Lending Office:

101 Barclay Street
New York, NY 10007

Eurocurrency Lending Office:

101 Barclay Street
New York, NY 10007

-------------------------------------------------------------------------------
THE BANK OF NOVA SCOTIA             Cleve Bushey                 $35,000,000
600 Peachtree Street, N.E.
Suite 2700                          Tel. #(404) 877-1555
Atlanta, GA 30308                   Fax #(404) 888-8998

Domestic Lending Office:

600 Peachtree Street, N.E.
Suite 2700
Atlanta, GA 30308

Eurocurrency Lending Office:

600 Peachtree Street, N.E.
Suite 2700
Atlanta, GA 30308
-------------------------------------------------------------------------------

<PAGE>

                                                                             3

-------------------------------------------------------------------------------
                                      CONTACT PERSON             U.S. DOLLAR 
                                      AND TELEPHONE              EQUIVALENT  
  NAME AND ADDRESS OF LENDER        AND TELECOPY NUMBERS         COMMITMENT  
-------------------------------------------------------------------------------
CREDIT LYONNAIS, NEW YORK           Pascal Seris                 $35,000,000
  BRANCH
303 Peachtree Street, N.E.          Tel. #(404) 524-3700
Suite 4400                          Fax #(404) 584-5249
Atlanta, GA 30308

Domestic Lending Office:

1301 Avenue of the Americas
New York, NY 10019

Eurocurrency Lending Office:

1301 Avenue of the Americas
New York, NY 10019

-------------------------------------------------------------------------------
THE FIRST NATIONAL BANK OF          Yvette Thompkins             $35,000,000
  CHICAGO
One First National Plaza            Tel. #(312) 732-1395
Chicago, IL 60670                   Fax #(312) 732-4840

Domestic Lending Office:

One First National Plaza
10th Floor, Suite 0634
Chicago, IL 60670

Eurocurrency Lending Office:

One First National Plaza
10th Floor, Suite 0634
Chicago, IL 60670
-------------------------------------------------------------------------------

<PAGE>

                                                                              4

-------------------------------------------------------------------------------
                                      CONTACT PERSON             U.S. DOLLAR 
                                      AND TELEPHONE              EQUIVALENT  
  NAME AND ADDRESS OF LENDER        AND TLECOPY NUMBERS          COMMITMENT  
-------------------------------------------------------------------------------
FIRST UNION NATIONAL BANK OF        M. Walker Duvall             $35,000,000
  FLORIDA
200 East Broward Boulevard          Tel. #(954) 467-5392
9th Floor                           Fax # (954)467-4155
Fort Lauderdale, FL 33301

Domestic Lending Office:

200 East Broward Boulevard
9th Floor
Fort Lauderdale, FL 33301

Eurocurrency Lending Office:

200 East Broward Boulevard
9th Floor
Fort Lauderdale, FL 33301

-------------------------------------------------------------------------------
NATIONSBANK, N.A. (SOUTH)           Barbara Pollock              $35,000,000
100 Southeast 2nd Street
14th Floor                          Tel. #(704) 388-1112
Miami, FL 33131                     Fax #(704) 386-8694

Domestic Lending Office:

Independence Center
15th Floor
101 North Tryon Street
Charlotte, NC 28255

Eurocurrency Lending Office:

Independence Center
15th Floor
101 North Tryon Street
Charlotte, NC 28255
-------------------------------------------------------------------------------

<PAGE>

                                                                              5

-------------------------------------------------------------------------------
                                      CONTACT PERSON             U.S. DOLLAR 
                                      AND TELEPHONE              EQUIVALENT  
  NAME AND ADDRESS OF LENDER        AND TELECOPY NUMBERS         COMMITMENT  
-------------------------------------------------------------------------------
THE NORTHERN TRUST COMPANY          Linda Honda                  $35,000,000
50 South LaSalle Street
Chicago, IL 60675                   Tel. #(312) 444-3532
                                    Fax #(312) 630-1566
Domestic Lending Office:

50 South LaSalle Street
Chicago, IL 60675

Eurocurrency Lending Office:

50 South LaSalle Street
Chicago, IL 60675

-------------------------------------------------------------------------------
WACHOVIA BANK OF GEORGIA,           Margie Mote                  $35,000,000
  N.A.                              (Mail Code-GA3940)
191 Peachtree Street, N.E.
Atlanta, GA 30303                   Tel. #(404) 332-5319
                                    Fax #(404) 332-5016
Domestic Lending Office:

191 Peachtree Street, N.E.
Atlanta, GA 30303

Eurocurrency Lending Office:

191 Peachtree Street, N.E.
Atlanta, GA 30303

-------------------------------------------------------------------------------
PARTICIPANTS
-------------------------------------------------------------------------------

<PAGE>

                                                                              6

-------------------------------------------------------------------------------
                                      CONTACT PERSON             U.S. DOLLAR 
                                      AND TELEPHONE              EQUIVALENT  
  NAME AND ADDRESS OF LENDER        AND TELECOPY NUMBERS         COMMITMENT  
-------------------------------------------------------------------------------
BANK OF TOKYO--MITSUBISHI,          Sharon Durham                $25,000,000
  LTD.
Georgia-Pacific Center              Tel. #(404) 577-2960
Suite 4970                          Fax #(404) 577-1155
133 Peachtree Street, N.E.
Atlanta, GA 30303

Domestic Lending Office:

Georgia-Pacific Center
Suite 4970
133 Peachtree Street, N.E.
Atlanta, GA 30303

Eurocurrency Lending Office:

Georgia-Pacific Center
Suite 4970
133 Peachtree Street, N.E.
Atlanta, GA 30303

-------------------------------------------------------------------------------
CREDIT SUISSE                       Hazel Leslie                 $25,000,000
19 East 49th Street
New York, NY 10017                  Tel. #(212) 238-5218
                                    Fax #(212) 238 5246/47
Domestic Lending Office:
                                    with a copy of notifications
19 East 49th Street                       to:
New York, NY 10017
                                    Pamela Myers
Eurocurrency Lending Office:        Credit Suisse
                                    191 Peachtree Street, NE
19 East 49th Street                 Suite 3500
New York, NY 10017                  Atlanta, GA 30303-1757
-------------------------------------------------------------------------------

<PAGE>

                                                                              7

-------------------------------------------------------------------------------
                                      CONTACT PERSON             U.S. DOLLAR 
                                      AND TELEPHONE              EQUIVALENT  
  NAME AND ADDRESS OF LENDER        AND TELECOPY NUMBERS         COMMITMENT  
-------------------------------------------------------------------------------
THE FUJI BANK, LIMITED              Masanobu Kobayashi           $25,000,000
Two World Trade Center
New York, NY 10048                  Tel. #(212) 898-2080
                                    Fax #(212) 912-0516
Domestic Lending Office:

Two World Trade Center
New York, NY 10048

Eurocurrency Lending Office:

Two World Trade Center
New York, NY 10048

-------------------------------------------------------------------------------
PNC BANK, KENTUCKY, INC.             Karen Carter             $25,000,000
500 West Jefferson Street
Louisville, KY 40202                 Tel. #(502) 581-3248
                                     Fax #(502) 581-2302
Domestic Lending Office:

500 West Jefferson Street
Louisville, KY 40202

Eurocurrency Lending Office:

500 West Jefferson Street
Louisville, KY 40202
-------------------------------------------------------------------------------

<PAGE>

                                                                              8

-------------------------------------------------------------------------------
                                      CONTACT PERSON             U.S. DOLLAR 
                                      AND TELEPHONE              EQUIVALENT  
  NAME AND ADDRESS OF LENDER        AND TELECOPY NUMBERS         COMMITMENT  
-------------------------------------------------------------------------------
SAKURA BANK, LIMITED                Christy Joel                 $25,000,000
245 Peachtree Center Avenue
Suite #2703                         Tel. #(404) 521-3111
Atlanta, GA 30303                   Fax #(404) 521-1133

Domestic Lending Office:

245 Peachtree Center Avenue
Suite #2703
Atlanta, GA 30303

Eurocurrency Lending Office:

245 Peachtree Center Avenue
Suite #2703
Atlanta, GA 30303

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