<PAGE>

                                                                CONFORMED COPY



                                    $200,000,000

                                       364-DAY
                                   CREDIT AGREEMENT


                                     dated as of


                                     JULY 1, 1998



                                        among


                              THOMAS & BETTS CORPORATION


                                THE BANKS PARTY HERETO


                                         and


                      MORGAN GUARANTY TRUST COMPANY OF NEW YORK,
                                       AS AGENT

                                   ________________

                             J.P. MORGAN SECURITIES INC.
                                       ARRANGER

                          BANK OF AMERICA NATIONAL TRUST AND
                                 SAVINGS ASSOCIATION

                           WACHOVIA BANK OF GEORGIA, N.A.,
                                      CO-AGENTS

<PAGE>

                                  TABLE OF CONTENTS
<TABLE>
<CAPTION>
                                                                                 PAGE
                                                                                 ----
                                ARTICLE 1 DEFINITIONS
<S>           <C>                                                                 <C>
SECTION 1.01.  DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1
SECTION 1.02.  ACCOUNTING TERMS AND DETERMINATIONS . . . . . . . . . . . . . . . . 14
SECTION 1.03.  TYPES OF BORROWINGS . . . . . . . . . . . . . . . . . . . . . . . . 14

                                ARTICLE 2 THE CREDITS


SECTION 2.01.  COMMITMENTS TO LEND . . . . . . . . . . . . . . . . . . . . . . . . 15
SECTION 2.02.  NOTICE OF COMMITTED BORROWING . . . . . . . . . . . . . . . . . . . 15
SECTION 2.03.  MONEY MARKET BORROWINGS . . . . . . . . . . . . . . . . . . . . . . 16
SECTION 2.04.  NOTICE TO BANKS; FUNDING OF LOANS . . . . . . . . . . . . . . . . . 20
SECTION 2.05.  NOTES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
SECTION 2.06.  MATURITY OF LOANS . . . . . . . . . . . . . . . . . . . . . . . . . 21
SECTION 2.07.  INTEREST RATES. . . . . . . . . . . . . . . . . . . . . . . . . . . 21
SECTION 2.08.  METHOD OF ELECTING INTEREST RATES . . . . . . . . . . . . . . . . . 24
SECTION 2.09.  FACILITY FEES . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
SECTION 2.10.  TERMINATION OR REDUCTION OF COMMITMENTS . . . . . . . . . . . . . . 26
SECTION 2.11.  OPTIONAL PREPAYMENTS. . . . . . . . . . . . . . . . . . . . . . . . 27
SECTION 2.12.  GENERAL PROVISIONS AS TO PAYMENTS . . . . . . . . . . . . . . . . . 27
SECTION 2.13.  FUNDING LOSSES. . . . . . . . . . . . . . . . . . . . . . . . . . . 28
SECTION 2.14.  COMPUTATION OF INTEREST AND FEES. . . . . . . . . . . . . . . . . . 28
SECTION 2.15.  REGULATION D COMPENSATION . . . . . . . . . . . . . . . . . . . . . 29

                                ARTICLE 3 CONDITIONS


SECTION 3.01.  EFFECTIVENESS . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
SECTION 3.02.  BORROWINGS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30

                      ARTICLE 4 REPRESENTATIONS AND WARRANTIES


SECTION 4.01.  CORPORATE EXISTENCE AND POWER . . . . . . . . . . . . . . . . . . . 31
SECTION 4.02.  CORPORATE AND GOVERNMENTAL AUTHORIZATION; NO CONTRAVENTION. . . . . 31
SECTION 4.03.  BINDING EFFECT. . . . . . . . . . . . . . . . . . . . . . . . . . . 31

<PAGE>

<CAPTION>
<S>           <C>                                                                 <C>
SECTION 4.04.  FINANCIAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . 32
SECTION 4.05.  LITIGATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
SECTION 4.06.  COMPLIANCE WITH ERISA . . . . . . . . . . . . . . . . . . . . . . . 32
SECTION 4.07.  ENVIRONMENTAL MATTERS . . . . . . . . . . . . . . . . . . . . . . . 33
SECTION 4.08.  TAXES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
SECTION 4.09.  SUBSIDIARIES. . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
SECTION 4.10.  NO REGULATORY RESTRICTIONS ON BORROWING . . . . . . . . . . . . . . 33
SECTION 4.11.  FULL DISCLOSURE . . . . . . . . . . . . . . . . . . . . . . . . . . 34
SECTION 4.12.  YEAR 2000 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34

                                 ARTICLE 5 COVENANTS


SECTION 5.01.  INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
SECTION 5.02.  PAYMENT OF TAXES. . . . . . . . . . . . . . . . . . . . . . . . . . 36
SECTION 5.03.  MAINTENANCE OF PROPERTY; INSURANCE. . . . . . . . . . . . . . . . . 36
SECTION 5.04.  CONDUCT OF BUSINESS AND MAINTENANCE OF EXISTENCE. . . . . . . . . . 37
SECTION 5.05.  COMPLIANCE WITH LAWS. . . . . . . . . . . . . . . . . . . . . . . . 37
SECTION 5.06.  INSPECTION OF PROPERTY, BOOKS AND RECORDS . . . . . . . . . . . . . 37
SECTION 5.07.  OPERATING CASH FLOW RATIO . . . . . . . . . . . . . . . . . . . . . 38
SECTION 5.08.  DEBT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
SECTION 5.09.  NEGATIVE PLEDGE . . . . . . . . . . . . . . . . . . . . . . . . . . 38
SECTION 5.10.  CONSOLIDATIONS, MERGERS AND SALES OF ASSETS . . . . . . . . . . . . 39
SECTION 5.11.  USE OF PROCEEDS . . . . . . . . . . . . . . . . . . . . . . . . . . 39
SECTION 5.12.  TRANSACTIONS WITH AFFILIATES. . . . . . . . . . . . . . . . . . . . 39

                                 ARTICLE 6 DEFAULTS


SECTION 6.01.  EVENTS OF DEFAULT . . . . . . . . . . . . . . . . . . . . . . . . . 40
SECTION 6.02.  NOTICE OF DEFAULT . . . . . . . . . . . . . . . . . . . . . . . . . 42

                          ARTICLE 7 THE AGENT AND CO-AGENTS


SECTION 7.01.  APPOINTMENT AND AUTHORIZATION . . . . . . . . . . . . . . . . . . . 43
SECTION 7.02.  AGENT AND AFFILIATES. . . . . . . . . . . . . . . . . . . . . . . . 43
SECTION 7.03.  ACTION BY AGENT . . . . . . . . . . . . . . . . . . . . . . . . . . 43
SECTION 7.04.  CONSULTATION WITH EXPERTS . . . . . . . . . . . . . . . . . . . . . 43
SECTION 7.05.  LIABILITY OF AGENT. . . . . . . . . . . . . . . . . . . . . . . . . 43
SECTION 7.06.  INDEMNIFICATION . . . . . . . . . . . . . . . . . . . . . . . . . . 44
SECTION 7.07.  CREDIT DECISION . . . . . . . . . . . . . . . . . . . . . . . . . . 44
SECTION 7.08.  SUCCESSOR AGENT . . . . . . . . . . . . . . . . . . . . . . . . . . 44

<PAGE>

<CAPTION>
<S>           <C>                                                                 <C>
SECTION 7.09.  AGENT'S FEE . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
SECTION 7.10.  CO-AGENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45

                          ARTICLE 8 CHANGE IN CIRCUMSTANCES


SECTION 8.01.  BASIS FOR DETERMINING INTEREST RATE INADEQUATE OR UNFAIR. . . . . . 45
SECTION 8.02.  ILLEGALITY. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
SECTION 8.03.  INCREASED COST AND REDUCED RETURN . . . . . . . . . . . . . . . . . 46
SECTION 8.04.  TAXES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
SECTION 8.05.  BASE RATE LOANS SUBSTITUTED FOR AFFECTED FIXED RATE LOANS . . . . . 50
SECTION 8.06.  SUBSTITUTION OF BANK. . . . . . . . . . . . . . . . . . . . . . . . 51

                               ARTICLE 9 MISCELLANEOUS

SECTION 9.01.  NOTICES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51
SECTION 9.02.  NO WAIVERS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51
SECTION 9.03.  EXPENSES; INDEMNIFICATION . . . . . . . . . . . . . . . . . . . . . 51
SECTION 9.04.  SET-OFFS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52
SECTION 9.05.  AMENDMENTS AND WAIVERS. . . . . . . . . . . . . . . . . . . . . . . 53
SECTION 9.06.  SUCCESSORS; PARTICIPATIONS AND ASSIGNMENTS. . . . . . . . . . . . . 53
SECTION 9.07.  DESIGNATED LENDERS. . . . . . . . . . . . . . . . . . . . . . . . . 55
SECTION 9.08.  NO RELIANCE ON MARGIN STOCK . . . . . . . . . . . . . . . . . . . . 56
SECTION 9.09.  GOVERNING LAW; SUBMISSION TO JURISDICTION . . . . . . . . . . . . . 56
SECTION 9.10.  COUNTERPARTS; INTEGRATION; EFFECTIVENESS. . . . . . . . . . . . . . 56
SECTION 9.11.  CONFIDENTIALITY . . . . . . . . . . . . . . . . . . . . . . . . . . 57

</TABLE>

<PAGE>

<TABLE>
<CAPTION>

COMMITMENT SCHEDULE
PRICING SCHEDULE

<S>           <C>
EXHIBIT A -    Note
EXHIBIT B -    Money Market Quote Request
EXHIBIT C -    Invitation for Money Market Quotes
EXHIBIT D -    Money Market Quote
EXHIBIT E -    Opinion of Counsel for the Borrower
EXHIBIT F -    Opinion of Special Counsel for the Agent
EXHIBIT G -    Assignment and Assumption Agreement
EXHIBIT H -    Designation Agreement

</TABLE>

<PAGE>

     364-DAY CREDIT AGREEMENT dated as of July 1, 1998 among THOMAS & BETTS
CORPORATION, the BANKS party hereto and MORGAN GUARANTY TRUST COMPANY OF NEW
YORK, as Agent.

     The parties hereto agree as follows:



                                     ARTICLE 1
                                          
                                    DEFINITIONS

     SECTION 1.01.  DEFINITIONS.  The following terms, as used herein, have the
following meanings:

     "ABSOLUTE RATE AUCTION" means a solicitation of Money Market Quotes setting
forth Money Market Absolute Rates pursuant to Section 2.03.

     "ACQUISITION RELATED SPECIAL CHARGES" means charges to income related
specifically to acquisitions accounted for during the relevant period, including
such items as (i) transaction costs, including fees of investment bankers,
accounting fees, costs of appraisals, legal fees, loan syndication fees, debt
refinancing and extinguishment costs, printing, filing fees, environmental
assessment fees, change of control payments, hedging costs and due diligence
costs, (ii) changes to accruals of the acquired company for such reserves as
warranty, workers compensation, environmental, litigation, excess and obsolete
inventory, idle assets, sales returns and allowances, retirement plans, retiree
medical liability and the like and (iii) planned restructuring actions of the
acquired company for such items as plant or product line relocation, plant
closure, consolidation of manufacturing facilities with those of the Borrower or
another Subsidiary of Borrower, consolidation of sales and administrative
offices with those of the Borrower or another Subsidiary of the Borrower and the
like.  Other special charges not related to the acquisition shall be
specifically excluded from this definition, including costs and accruals for
restructuring or accrual charges of the Borrower for its operations other than
those related to the acquisition.

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

     "ADMINISTRATIVE QUESTIONNAIRE" means, with respect to each Bank, an
administrative questionnaire in the form prepared by the Agent, completed by
such Bank and returned to the Agent (with a copy to the Borrower).

<PAGE>

     "AFFILIATE" means (i) any Person that directly, or indirectly through one
or more intermediaries, controls the Borrower (a "CONTROLLING PERSON") or 
(ii) any Person (other than the Borrower or a Subsidiary) which is controlled 
by or is under common control with a Controlling Person.  As used herein, the 
term "CONTROL" means possession, directly or indirectly, of the power to 
direct or cause the direction of the management or policies of a Person, 
whether through the ownership of voting securities, by contract or otherwise.

     "AGENT" means Morgan Guaranty Trust Company of New York in its capacity 
as agent for the Banks hereunder, and its successors in such capacity.

     "APPLICABLE LENDING OFFICE" means, with respect to any Bank, (i) in the
case of its Domestic Loans, its Domestic Lending Office, (ii) in the case of its
Euro-Dollar Loans, its Euro-Dollar Lending Office and (iii) in the case of its
Money Market Loans, its Money Market Lending Office.

     "ASSESSMENT RATE" has the meaning set forth in Section 2.07(b).

     "ASSIGNEE" has the meaning set forth in Section 9.06(c).

     "BANK" means (i) each bank listed on the Commitment Schedule, (ii) each
Assignee which becomes a Bank pursuant to Section 9.06(c) and (iii) their
respective successors.

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

     "BASE RATE LOAN" means a Committed Loan which bears interest at the Base
Rate pursuant to the applicable Notice of Committed Borrowing or Notice of
Interest Rate Election or the provisions of Section 2.08(a) or Article 8.

     "BORROWER" means Thomas & Betts Corporation, a Tennessee corporation, and
its successors.

     "BORROWER'S 1997 FORM 10-K" means the Borrower's annual report on Form 10-K
for 1997, as filed with the SEC pursuant to the Exchange Act.

     "BORROWER'S LATEST FORM 10-Q" means the Borrower's quarterly report on Form
10-Q for the quarter ended April 5, 1998, as filed with the SEC pursuant to the
Exchange Act.

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


                                       2
<PAGE>

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

     "CD LOAN" means a Committed Loan which bears interest at a CD Rate pursuant
to the applicable Notice of Committed Borrowing or Notice of Interest Rate
Election.

     "CD MARGIN" means a rate per annum equal to 0.370%.

     "CD RATE" means a rate of interest determined pursuant to Section 2.07(b)
on the basis of an Adjusted CD Rate.

     "CD REFERENCE BANKS" means Bank of America National Trust and Savings
Association, Wachovia Bank of Georgia, N.A., and Morgan Guaranty Trust Company
of New York.

     "CO-AGENT" means each of Bank of America National Trust and Savings
Association and Wachovia Bank of Georgia, N.A., in its capacity as a Co-Agent in
respect of this Agreement.

     "COMMITMENT" means (i) with respect to each Bank listed on the Commitment
Schedule, the amount set forth opposite such Bank's name on the Commitment
Schedule and (ii) with respect to any Assignee or other Person which becomes a
Bank pursuant to Section 9.06(c), the amount of the transferor Bank's Commitment
assigned to it pursuant to Section 9.06(c), in each case as such amount may be
changed from time to time pursuant to Section 2.10 or 9.06(c); PROVIDED that, if
the context so requires, the term "COMMITMENT" means the obligation of a Bank to
extend credit up to such amount to the Borrower hereunder.

     "COMMITMENT SCHEDULE" means the Commitment Schedule attached hereto.

     "COMMITTED LOAN" means a loan made by a Bank pursuant to Section 2.01;
PROVIDED that, if any such loan or loans (or portions thereof) are combined or
subdivided pursuant to a Notice of Interest Rate Election, the term "Committed
Loan" shall refer to the combined principal amount resulting from such
combination or to each of the separate principal amounts resulting from such
subdivision, as the case may be.

     "CONSOLIDATED DEBT" means, at any date, the Debt of the Borrower and its
Consolidated Subsidiaries, determined on a consolidated basis as of such date.


                                       3
<PAGE>

     "CONSOLIDATED NET WORTH" means at any date the consolidated stockholders'
equity of the Borrower and its Consolidated Subsidiaries, determined as of such
date.

     "CONSOLIDATED OPERATING CASH FLOW" means, for any fiscal quarter, the sum
of the consolidated net income of the Borrower and its Consolidated Subsidiaries
for such fiscal quarter plus, to the extent deducted in determining such
consolidated net income for such fiscal quarter, depreciation and amortization;
PROVIDED that Consolidated Operating Cash Flow for any period shall be adjusted
to eliminate the effect of any Acquisition Related Special Charges during such
period.

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

     "CONSOLIDATED TOTAL CAPITAL" means at any date Consolidated Debt plus
Consolidated Net Worth, each determined as of such date.

     "CREDIT EXPOSURE" means, with respect to any Bank at any time, (i) the
amount of its Commitment (whether used or unused) at such time or (ii) if the
Commitments have terminated in their entirety, the aggregate outstanding
principal amount of its Loans at such time.

     "DEBT" of any Person means, at any date, without duplication, (i) all
obligations of such Person for borrowed money, (ii) all obligations of such
Person evidenced by bonds, debentures, notes or other similar instruments, 
(iii) all obligations of such Person to pay the deferred purchase price of 
property or services, except trade accounts payable arising in the ordinary 
course of business, (iv) all obligations of such Person as lessee which are 
capitalized in accordance with GAAP, (v) all Debt secured by a Lien on any 
asset of such Person, whether or not such Debt is otherwise an obligation of 
such Person, and (vi) all Debt of others Guaranteed by such Person; PROVIDED 
that in determining the amount of any item of Debt of such Person pursuant to 
this clause (vi), the amount of such Debt shall be equal to the lesser of 
(x) the amount of Debt of others that is Guaranteed and (y) the amount of 
such Guarantee.

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


                                       4
<PAGE>

     "DESIGNATED LENDER" means, with respect to any Designating Bank, an
Eligible Designee designated by it pursuant to Section 9.07(a) as a Designated
Lender for purposes of this Agreement.

     "DESIGNATING BANK" means, with respect to each Designated Lender, the Bank
that designated such Designated Lender pursuant to Section 9.07(a).

     "DOMESTIC BUSINESS DAY" means any day except a Saturday, Sunday or other
day on which commercial banks in New York City are authorized or required by law
to close.

     "DOMESTIC LENDING OFFICE" means, as to each Bank, its office located at its
address set forth in its Administrative Questionnaire (or identified in its
Administrative Questionnaire as its Domestic Lending Office) or such other
office as such Bank may hereafter designate as its Domestic Lending Office by
notice to the Borrower and the Agent; PROVIDED that any Bank may so designate
separate Domestic Lending Offices for its Base Rate Loans, on the one hand, and
its CD Loans, on the other hand, in which case all references herein to the
Domestic Lending Office of such Bank shall be deemed to refer to either or both
of such offices, as the context may require.

     "DOMESTIC LOANS" means CD Loans or Base Rate Loans or both.

     "DOMESTIC RESERVE PERCENTAGE" has the meaning set forth in Section 2.07(b).

     "EFFECTIVE DATE" means the date this Agreement becomes effective in
accordance with Section 3.01.

     "ELIGIBLE DESIGNEE" means a special purpose corporation that (i) is
organized under the laws of the United States or any state thereof, (ii) is
engaged in making, purchasing or otherwise investing in commercial loans in the
ordinary course of its business and (iii) issues (or the parent of which issues)
commercial paper rated at least A-1 or the equivalent thereof by S&P or P-1 or
the equivalent thereof by Moody's.

     "ENVIRONMENTAL LAWS" means any and all federal, state, local and foreign
statutes, laws, judicial decisions, regulations, ordinances, rules, judgments,
orders, decrees, injunctions, permits, concessions, grants, franchises,
licenses, agreements and other governmental restrictions relating to the
environment or the effect of the environment on human health or to emissions,
discharges or releases of pollutants, contaminants, Hazardous Substances or
wastes into the environment, including (without limitation) ambient air, surface
water, ground water or land, or otherwise


                                       5
<PAGE>

relating to the manufacture, processing, distribution, use, treatment, 
storage, disposal, transport or handling of pollutants, contaminants, 
Hazardous Substances or wastes or the clean-up or other remediation thereof.

     "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended, or any successor statute.

     "ERISA GROUP" means the Borrower, any Subsidiary and all members of a
controlled group of corporations and all trades or businesses (whether or not
incorporated) under common control which, together with the Borrower or any
Subsidiary, are treated as a single employer under Section 414 of the Internal
Revenue Code.

     "EURO-DOLLAR BUSINESS DAY" means any Domestic Business Day on which
commercial banks are open for international business (including dealings in
dollar deposits) in London.

     "EURO-DOLLAR LENDING OFFICE" means, as to each Bank, its office, branch or
affiliate located at its address set forth in its Administrative Questionnaire
(or identified in its Administrative Questionnaire as its Euro-Dollar Lending
Office) or such other office, branch or affiliate of such Bank as it may
hereafter designate as its Euro-Dollar Lending Office by notice to the Borrower
and the Agent.

     "EURO-DOLLAR LOAN" means a Committed Loan which bears interest at a 
Euro-Dollar Rate pursuant to the applicable Notice of Committed Borrowing or 
Notice of Interest Rate Election.

     "EURO-DOLLAR MARGIN" means a rate per annum equal to 0.245%.

     "EURO-DOLLAR RATE" means a rate of interest determined pursuant to Section
2.07(c) on the basis of a London Interbank Offered Rate.

     "EURO-DOLLAR REFERENCE BANKS" means the principal London offices of Bank of
America National Trust and Savings Association, Wachovia Bank of Georgia, N.A.
and Morgan Guaranty Trust Company of New York.

     "EURO-DOLLAR RESERVE PERCENTAGE" means, for any day, that percentage
(expressed as a decimal) which is in effect on such day, as prescribed by the
Board of Governors of the Federal Reserve System (or any successor) for
determining the maximum reserve requirement for a member bank of the Federal
Reserve System in New York City with deposits exceeding five billion dollars in
respect of "Eurocurrency liabilities" (or in respect of any other category of
liabilities which includes deposits by reference to which the interest rate on


                                       6
<PAGE>

Euro-Dollar Loans is determined or any category of extensions of credit or other
assets which includes loans by a non-United States office of any Bank to United
States residents).

     "EVENTS OF DEFAULT" has the meaning set forth in Section 6.01.

     "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended from
time to time.

     "FEDERAL FUNDS RATE" means, for any day, the rate per annum (rounded
upward, if necessary, to the nearest 1/100 of 1%) equal to the weighted average
of the rates on overnight Federal funds transactions with members of the Federal
Reserve System arranged by Federal funds brokers on such day, as published by
the Federal Reserve Bank of New York on the Domestic Business Day next
succeeding such day, PROVIDED that (i) if such day is not a Domestic Business
Day, the Federal Funds Rate for such day shall be such rate on such transactions
on the next preceding Domestic Business Day as so published on the next
succeeding Domestic Business Day and (ii) if no such rate is so published on
such next succeeding Domestic Business Day, the Federal Funds Rate for such day
shall be the average rate quoted to Morgan Guaranty Trust Company of New York on
such day on such transactions as determined by the Agent.

     "FIXED RATE LOANS" means CD Loans or Euro-Dollar Loans or Money Market
Loans (excluding Money Market LIBOR Loans bearing interest at the Base Rate
pursuant to Section 8.01) or any combination of the foregoing.

     "GAAP" means generally accepted accounting principles as in effect from
time to time, applied on a basis consistent (except for changes concurred in by
the Borrower's independent public accountants) with the most recent audited
consolidated financial statements of the Borrower and its Consolidated
Subsidiaries delivered to the Banks.

     "GROUP OF LOANS" means, at any time, a group of Loans consisting of (i) all
Committed Loans which are Base Rate Loans at such time, (ii) all Euro-Dollar
Loans having the same Interest Period at such time or (iii) all CD Loans having
the same Interest Period at such time, PROVIDED that, if a Committed Loan of any
particular Bank is converted to or made as a Base Rate Loan pursuant to Article
8, such Loan shall be included in the same Group or Groups of Loans from time to
time as it would have been in if it had not been so converted or made.

     "GUARANTEE" by any Person means any obligation, contingent or otherwise, of
such Person directly or indirectly guaranteeing any Debt of any other Person
and, without limiting the generality of the foregoing, any obligation,


                                       7
<PAGE>

direct or indirect, contingent or otherwise, of such Person (i) to purchase 
or pay (or advance or supply funds for the purchase or payment of) such Debt 
(whether arising by virtue of partnership arrangements, by virtue of an 
agreement to keep-well, to purchase assets, goods, securities or services, to 
take-or-pay, or to maintain financial statement conditions or otherwise), 
(ii) to reimburse a bank for amounts drawn under a letter of credit for the 
purpose of paying such Debt or (iii) entered into for the purpose of assuring 
in any other manner the holder of such Debt of the payment thereof or to 
protect such holder against loss in respect thereof (in whole or in part), 
PROVIDED that the term "Guarantee" shall not include endorsements for 
collection or deposit in the ordinary course of business.  The term 
"GUARANTEE" used as a verb has a corresponding meaning.

     "HAZARDOUS SUBSTANCES" means any toxic, radioactive, caustic or otherwise
hazardous substance, including petroleum, its derivatives and by-products and
other hydrocarbons, or any substance having any constituent elements displaying
any of the foregoing characteristics.

     "INDEMNITEE" has the meaning set forth in Section 9.03(b).

     "INTEREST PERIOD" means: (1) with respect to each Euro-Dollar Loan, the
period commencing on the date of borrowing specified in the applicable Notice of
Borrowing or on the date specified in an applicable Notice of Interest Rate
Election and ending (i) one, two, three or six months thereafter or (ii) if each
Bank shall have consented to the election by the Borrower of a longer period,
which consent may be withheld by any Bank in its sole discretion, such longer
period, in each case, as the Borrower may elect in such notice; PROVIDED that:

          (a)  any Interest Period which would otherwise end on a day which 
     is not a Euro-Dollar Business Day shall be extended to the next 
     succeeding Euro-Dollar Business Day unless such Euro-Dollar Business Day 
     falls in another calendar month, in which case such Interest Period 
     shall end on the next preceding Euro-Dollar Business Day;
          
          (b)  any Interest Period which begins on the last Euro-Dollar 
     Business Day of a calendar month (or on a day for which there is no 
     numerically corresponding day in the calendar month at the end of such 
     Interest Period) shall, subject to clause (c) below, end on the last 
     Euro-Dollar Business Day of a calendar month; and
     
          (c)  any Interest Period which would otherwise end after the Maturity
     Date shall end on the Maturity Date;


                                       8
<PAGE>

    (2)  with respect to each CD Loan, the period commencing on the date of 
borrowing specified in the applicable Notice of Borrowing or on the date 
specified in an applicable Notice of Interest Rate Election and ending (i) 
30, 60, 90 or 180 days thereafter or (ii) if each Bank shall have consented 
to the election by the Borrower of a longer period, which consent may be 
withheld by any Bank in its sole discretion, such longer period, in each 
case, as the Borrower may elect in such notice; PROVIDED that:

         (a)  any Interest Period which would otherwise end on a day which is 
     not a Euro-Dollar Business Day shall be extended to the next succeeding 
     Euro-Dollar Business Day; and

         (b)  any Interest Period which would otherwise end after the Maturity 
     shall end on the Maturity Date;
               
     (3)  with respect to each Money Market LIBOR Loan, the period commencing on
the date of borrowing specified in the applicable Notice of Borrowing and ending
such whole number of months thereafter as the Borrower may elect in accordance
with Section 2.03; PROVIDED that:

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

         (b)  any Interest Period which begins on the last Euro-Dollar 
     Business Day of a calendar month (or on a day for which there is no 
     numerically corresponding day in the calendar month at the end of such 
     Interest Period) shall, subject to clause (c) below, end on the last 
     Euro-Dollar Business Day of a calendar month; and

         (c)  any Interest Period which would otherwise end after the 
     Termination Date shall end on the Termination Date; and
               
    (4)  with respect to each Money Market Absolute Rate Loan, the period 
commencing on the date of borrowing specified in the applicable Notice of 
Borrowing and ending such number of days thereafter (but not less than 7 
days) as the Borrower may elect in accordance with Section 2.03; PROVIDED 
that:


                                       9
<PAGE>

         (a)  any Interest Period which would otherwise end on a day which is 
     not a Euro-Dollar Business Day shall be extended to the next succeeding 
     Euro-Dollar Business Day; and

         (b)  any Interest Period which would otherwise end after the 
     Termination Date shall end on the Termination Date.
               
     "INTERNAL REVENUE CODE" means the Internal Revenue Code of 1986, as
amended, or any successor statute.

     "INVESTMENT" means any investment in any Person, whether by means of share
purchase, capital contribution, loan, time deposit or otherwise (other than
demand deposits).

     "LIBOR AUCTION" means a solicitation of Money Market Quotes setting forth
Money Market Margins based on the London Interbank Offered Rate pursuant to
Section 2.03.

     "LIEN" means, with respect to any asset, any mortgage, lien, pledge,
charge, security interest or encumbrance of any kind in respect of such asset. 
For purposes hereof, the Borrower or any Subsidiary shall be deemed to own
subject to a Lien any asset which it has acquired or holds subject to the
interest of a vendor or lessor under any conditional sale agreement, capital
lease or other title retention agreement relating to such asset; PROVIDED that
any transaction (including, without limitation, any sale of accounts receivable)
which is treated as a sale of assets under GAAP shall be so treated hereunder
and any asset which is so sold shall not be deemed subject to a Lien.  It is
understood that a contractual grant of a right of set-off does not create a Lien
in the absence of an agreement to maintain a balance against which such right
may be exercised.

     "LOAN" means a Committed Loan or a Money Market Loan and "LOANS" means
Committed Loans or Money Market Loans or any combination of the foregoing.

     "LONDON INTERBANK OFFERED RATE" means, for any Interest Period, (i) the
rate for deposits in Dollars for a period of time comparable to such Interest
Period which appears on the Telerate Page 3750 as of 11:00 A.M. (London time)
two Euro-Dollar Business Days before the first day of such Interest Period or
(ii) if the rate set forth in (i) does not appear on the Telerate Page 3750, the
average (rounded upward, if necessary, to the next higher 1/16 of 1%) of the
respective rates per annum at which deposits in Dollars are offered to each of
the Reference Banks in the London interbank market at approximately 11:00 A.M.
(London 


                                       10


<PAGE>

time) two Euro-Dollar Business Days before the first day of such Interest 
Period in an amount approximately equal to the Reference Amount for a period 
of time comparable to such Interest Period.  As used in this definition, the 
term "REFERENCE AMOUNT" shall mean (a) for purposes of determining the rate 
applicable to a Euro-Dollar Loan, the principal amount of the Euro-Dollar 
Loan of such Reference Bank to which such rate is to apply and (b) for 
purposes of determining the rate applicable to a Money Market LIBOR Loan, the 
principal amount of the Money Market LIBOR Borrowing to which such rate is to 
apply.

     "MATERIAL ADVERSE EFFECT" means a material adverse effect on (i) the
business, financial position or results of operations of the Borrower and its
Consolidated Subsidiaries taken as a whole, (ii) the ability of the Borrower to
perform its obligations under this Agreement and the Notes, or (iii) the
validity or enforceability of this Agreement or any Note or the rights or
remedies of the Agent or the Banks hereunder and thereunder.

     "MATERIAL DEBT" means Debt (other than the Notes) of the Borrower and/or
one or more of its Significant Subsidiaries, arising in one or more related or
unrelated transactions, in an outstanding aggregate principal amount exceeding
$20,000,000.

     "MATERIAL PLAN" means, at any time, a Plan or Plans having aggregate
Unfunded Liabilities in excess of $20,000,000.

     "MATURITY DATE" means the first anniversary of the Termination Date or, if
such day is not a Euro-Dollar Business Day, then the next preceding Euro-Dollar
Business Day.

     "MONEY MARKET ABSOLUTE RATE" has the meaning set forth in Section 2.03(d).

     "MONEY MARKET ABSOLUTE RATE LOAN" means a loan made or to be made by a Bank
pursuant to an Absolute Rate Auction.

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


                                       11
<PAGE>

     "MONEY MARKET LIBOR LOAN" means a loan made or to be made by a Bank
pursuant to a LIBOR Auction (including any such loan bearing interest at the
Base Rate pursuant to Section 8.01).

     "MONEY MARKET LOAN" means a Money Market LIBOR Loan or a Money Market
Absolute Rate Loan.

     "MONEY MARKET MARGIN" has the meaning set forth in Section 2.03(d)(ii)(C).

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

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

     "MULTIEMPLOYER PLAN" means, at any time, an employee pension benefit plan
within the meaning of Section 4001(a)(3) of ERISA to which any member of the
ERISA Group is then making or accruing an obligation to make contributions or
has within the preceding five plan years made contributions, including for these
purposes any Person which ceased to be a member of the ERISA Group during such
five year period.

     "NOTES" means promissory notes of the Borrower, substantially in the form
of Exhibit A hereto, evidencing the Borrower's obligation to repay the Loans,
and "NOTE" means any one of such promissory notes issued hereunder.

     "NOTICE OF BORROWING" means a Notice of Committed Borrowing (as defined in
Section 2.02) or a Notice of Money Market Borrowing (as defined in 
Section 2.03(f)).

     "NOTICE OF INTEREST RATE ELECTION" has the meaning set forth in Section
2.08.

     "PARENT" means, with respect to any Bank, any Person controlling such Bank.

     "PARTICIPANT" has the meaning set forth in Section 9.06(b).

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

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


                                       12
<PAGE>

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

     "PRICING SCHEDULE" means the Pricing Schedule attached hereto.

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

     "PRIOR AGREEMENT" means the Credit Agreement dated as of March 29, 1995
among the Borrower, the banks listed on the signature pages thereof and Morgan
Guaranty Trust Company of New York, as agent for such banks, as amended to the
Effective Date.

     "QUARTERLY PAYMENT DATES" means each April 15, July 15, October 15 and
January 15.

     "REFERENCE BANKS" means the CD Reference Banks or the Euro-Dollar Reference
Banks, as the context may require, and "REFERENCE BANK" means any one of such
Reference Banks.

     "REGULATION U" means Regulation U of the Board of Governors of the Federal
Reserve System, as in effect from time to time.

     "REQUIRED BANKS" means, at any time, Banks having more than 50% in
aggregate amount of the Credit Exposures at such time.

     "REVOLVING CREDIT PERIOD" means the period from and including the Effective
Date to but not including the Termination Date.

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

     "SEC" means the Securities and Exchange Commission.


                                       13
<PAGE>

     "SIGNIFICANT SUBSIDIARY" means any Subsidiary which would constitute a
"SIGNIFICANT SUBSIDIARY" of the Borrower under Rule 1-02 of Regulation S-X
promulgated by the SEC.

     "SUBSIDIARY" means, as to any Person, any corporation or other entity of
which securities or other ownership interests having ordinary voting power to
elect a majority of the board of directors or other persons performing similar
functions are at the time directly or indirectly owned by such Person.  Unless
otherwise specified, "Subsidiary" means a Subsidiary of the Borrower.

     "TERMINATION DATE" means June 30, 1999, or, if such day is not a 
Euro-Dollar Business Day, the next preceding Euro-Dollar Business Day.

     "TOTAL BORROWED FUNDS" means, at any date, the aggregate principal amount
of Debt of the Borrower and its Consolidated Subsidiaries of the type referred
to in clauses (i), (ii) and (iv) of the definition thereof, determined on a
consolidated basis as of such date.

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

     "UNITED STATES" means the United States of America.

     SECTION 1.02.  ACCOUNTING TERMS AND DETERMINATIONS.  Unless otherwise
specified herein, all accounting terms used herein shall be interpreted, all
accounting determinations hereunder shall be made, and all financial statements
required to be delivered hereunder shall be prepared in accordance with GAAP;
PROVIDED that, if the Borrower notifies the Agent that the Borrower wishes to
amend any provision hereof to eliminate the effect of any change in GAAP (or if
the Agent notifies the Borrower that the Required Banks wish to amend any
provision hereof for such purpose), then such provision shall be applied on the
basis of GAAP in effect immediately before the relevant change in GAAP became
effective, until either such notice is withdrawn or such provision is amended in
a manner satisfactory to the Borrower and the Required Banks.


                                       14
<PAGE>


     SECTION 1.03.  TYPES OF BORROWINGS.  The term "BORROWING" denotes (i) the 
aggregation of Loans made or to be made to the Borrower by one or more Banks 
pursuant to Article 2 on the same day, all of which Loans are of the same 
type (subject to Article 8) and, except in the case of Base Rate Loans, have 
the same initial Interest Period or (ii) if the context so requires, the 
borrowing of such Loans.  Borrowings are classified for purposes hereof 
either (i) by reference to the pricing of Loans comprising such Borrowing 
(E.G., a "Euro-Dollar Borrowing" is a Borrowing comprised of Euro-Dollar 
Loans) or (ii) by reference to the provisions of Article 2 under which 
participation therein is determined (I.E., a "Committed Borrowing" is a 
Borrowing under Section 2.01 in which all Banks participate in proportion to 
their Commitments, while a "Money Market Borrowing" is a Borrowing under 
Section 2.03 in which one or more Banks participate on the basis of their 
bids).
     


                                     ARTICLE 2
                                          
                                    The Credits

     SECTION 2.01.  COMMITMENTS TO LEND.  Each Bank severally agrees, on the
terms and conditions set forth in this Agreement, to make loans to the Borrower
pursuant to this Section from time to time during the Revolving Credit Period;
PROVIDED that, immediately after each such loan is made, (i) the aggregate 
outstanding principal amount of such Bank's Committed Loans shall not exceed its
Commitment and (ii) the aggregate outstanding principal amount of all the Loans
shall not exceed the aggregate amount of the Commitments.  Each Borrowing under
this Section shall be in an aggregate principal amount of $10,000,000 or any
larger multiple of $1,000,000 (except that any such Borrowing may be in the
aggregate amount available within the limitations in the foregoing proviso) and
shall be made from the several Banks ratably in proportion to their respective
Commitments.  Within the foregoing limits, the Borrower may borrow under this
Section, prepay Loans to the extent permitted by Section 2.11 and reborrow at
any time during the Revolving Credit Period under this Section.

     SECTION 2.02.  NOTICE OF COMMITTED BORROWING.  The Borrower shall give the
Agent notice (a "NOTICE OF COMMITTED BORROWING") not later than 10:30 A.M. (New
York City time) on (x) the date of each Base Rate Borrowing, (y) the second
Domestic Business Day before each CD Borrowing and (z) the third Euro-Dollar
Business Day before each Euro-Dollar Borrowing, specifying:


                                       15
<PAGE>

          (a)  the date of such Borrowing, which shall be a Domestic Business 
     Day in the case of a Domestic Borrowing or a Euro-Dollar Business Day in 
     the case of a Euro-Dollar Borrowing;

          (b)  the aggregate amount of such Borrowing;

          (c)  whether the Loans comprising such Borrowing are to bear 
     interest initially at the Base Rate, a CD Rate or a Euro-Dollar Rate; and

          (d)  in the case of a CD Borrowing or a Euro-Dollar Borrowing, the 
     duration of the initial Interest Period applicable thereto, subject to 
     the provisions of the definition of Interest Period.
               
     SECTION 2.03.  MONEY MARKET BORROWINGS.  (a)  THE MONEY MARKET OPTION.  In
addition to Committed Borrowings pursuant to Section 2.01, the Borrower may, as
set forth in this Section, request the Banks to make offers to make Money Market
Loans to the Borrower from time to time during the Revolving Credit Period.  The
Banks may, but shall have no obligation to, make such offers and the Borrower
may, but shall have no obligation to, accept any such offers in the manner set
forth in this Section.

     (b)  MONEY MARKET QUOTE REQUEST.  When the Borrower wishes to request
offers to make Money Market Loans under this Section, it shall transmit to the
Agent by telex or facsimile a Money Market Quote Request substantially in the
form of Exhibit B hereto so as to be received not later than 10:30 A.M. (New
York City time) on (x) the fourth Euro-Dollar Business Day before the date of
Borrowing proposed therein, in the case of a LIBOR Auction or (y) the Domestic
Business Day next preceding the date of Borrowing proposed therein, in the case
of an Absolute Rate Auction (or, in either case, such other time or date as the
Borrower and the Agent shall have mutually agreed and shall have notified to the
Banks not later than the date of the Money Market Quote Request for the first
LIBOR Auction or Absolute Rate Auction for which such change is to be effective)
specifying:

          (i)  the proposed date of Borrowing, which shall be a Euro-Dollar 
     Business Day in the case of a LIBOR Auction or a Domestic Business Day 
     in the case of an Absolute Rate Auction,

          (ii)  the aggregate amount of such Borrowing, which shall be 
     $10,000,000 or a larger multiple of $1,000,000,
               

                                       16
<PAGE>

          (iii)  the duration of the Interest Period applicable thereto,
     subject to the provisions of the definition of Interest Period, and

          (iv)  whether the Money Market Quotes requested are to set forth a 
     Money Market Margin or a Money Market Absolute Rate.
               
The Borrower may request offers to make Money Market Loans for more than one
Interest Period in a single Money Market Quote Request.  No Money Market Quote
Request shall be given within five Euro-Dollar Business Days (or such other
number of days as the Borrower and the Agent may agree) of any other Money
Market Quote Request.

     (c)  INVITATION FOR MONEY MARKET QUOTES.  Promptly after receiving a Money
Market Quote Request, the Agent shall send to the Banks by telex or facsimile an
Invitation for Money Market Quotes substantially in the form of Exhibit C
hereto, which shall constitute an invitation by the Borrower to each Bank to
submit Money Market Quotes offering to make the Money Market Loans to which such
Money Market Quote Request relates in accordance with this Section.

     (d)  SUBMISSION AND CONTENTS OF MONEY MARKET QUOTES.  (i) Each Bank may
submit a Money Market Quote containing an offer or offers to make Money Market
Loans in response to any Invitation for Money Market Quotes.  Each Money Market
Quote must comply with the requirements of this Section 2.03(d) and must be
submitted to the Agent by telex or facsimile at its address specified in or
pursuant to Section 9.01 not later than (x) 4:00 P.M. (New York City time) on
the fourth Euro-Dollar Business Day before the proposed date of Borrowing, in
the case of a LIBOR Auction or (y) 9:30 A.M. (New York City time) on the
proposed date of Borrowing, in the case of an Absolute Rate Auction (or, in
either case, such other time or date as the Borrower and the Agent shall have
mutually agreed and shall have notified to the Banks not later than the date of
the Money Market Quote Request for the first LIBOR Auction or Absolute Rate
Auction for which such change is to be effective); PROVIDED that Money Market
Quotes submitted by the Agent (or any affiliate of the Agent) in the capacity of
a Bank may be submitted, and may only be submitted, if the Agent or such
affiliate notifies the Borrower of the terms of the offer or offers contained
therein not later than (x) one hour before the deadline for the other Banks, in
the case of a LIBOR Auction or (y) 15 minutes before the deadline for the other
Banks, in the case of an Absolute Rate Auction.  Subject to Articles 3 and 6,
any Money Market Quote so made shall not be revocable except with the written
consent of the Agent given on the instructions of the Borrower.


                                       17
<PAGE>

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

          (A)  the proposed date of Borrowing,

          (B)  the principal amount of the Money Market Loan for which each 
     such offer is being made, which principal amount (w) may be greater than 
     or less than the Commitment of the quoting Bank, (x) must be $5,000,000 
     or a larger multiple of $1,000,000, (y) may not exceed the principal 
     amount of Money Market Loans for which offers were requested and (z) may 
     be subject to an aggregate limitation as to the principal amount of 
     Money Market Loans for which offers being made by such quoting Bank may 
     be accepted,

          (C)  in the case of a LIBOR Auction, the margin above or below the 
     applicable London Interbank Offered Rate (the "MONEY MARKET MARGIN") 
     offered for each such Money Market Loan, expressed as a percentage 
     (specified to the nearest 1/10,000 of 1%) to be added to or subtracted 
     from such base rate,

          (D)  in the case of an Absolute Rate Auction, the rate of interest 
     per annum (specified to the nearest 1/10,000 of 1%) (the "MONEY MARKET 
     ABSOLUTE RATE") offered for each such Money Market Loan, and

          (E)  the identity of the quoting Bank.

A Money Market Quote may set forth up to five separate offers by the quoting
Bank with respect to each Interest Period specified in the related Invitation
for Money Market Quotes.

     (iii)  Any Money Market Quote shall be disregarded if it:
     
          (A)  is not substantially in conformity with Exhibit D hereto or 
          does not specify all of the information required by subsection 
          2.03(d)(ii) above;
     
          (B)  contains qualifying, conditional or similar language;
     
          (C)  proposes terms other than or in addition to those set forth in 
          the applicable Invitation for Money Market Quotes; or
               

                                       18
<PAGE>

          (D)  arrives after the time set forth in subsection 2.03(d)(i).
               
     (e)  NOTICE TO BORROWER.  The Agent shall promptly notify the Borrower of
the terms of (i) any Money Market Quote submitted by a Bank that is in
accordance with Section 2.03(d) and (ii) any Money Market Quote that amends,
modifies or is otherwise inconsistent with a previous Money Market Quote
submitted by such Bank with respect to the same Money Market Quote Request.  Any
such subsequent Money Market Quote shall be disregarded by the Agent unless such
subsequent Money Market Quote is submitted solely to correct a manifest error in
such former Money Market Quote.  The Agent's notice to the Borrower shall
specify (A) the aggregate principal amount of Money Market Loans for which
offers have been received for each Interest Period specified in the related
Money Market Quote Request, (B) the respective principal amounts and Money
Market Margins or Money Market Absolute Rates, as the case may be, so offered
and (C) if applicable, limitations on the aggregate principal amount of Money
Market Loans for which offers in any single Money Market Quote may be accepted.

     (f)  ACCEPTANCE AND NOTICE BY BORROWER.  Not later than 10:30 A.M. (New
York City time) on (x) the third Euro-Dollar Business Day before the proposed
date of Borrowing, in the case of a LIBOR Auction or (y) the proposed date of
Borrowing, in the case of an Absolute Rate Auction (or, in either case, such
other time or date as the Borrower and the Agent shall have mutually agreed and
shall have notified to the Banks not later than the date of the Money Market
Quote Request for the first LIBOR Auction or Absolute Rate Auction for which
such change is to be effective), the Borrower shall notify the Agent of its
acceptance or non-acceptance of the offers so notified to it pursuant to Section
2.03(e).  In the case of acceptance, such notice (a "NOTICE OF MONEY MARKET
BORROWING") shall specify the aggregate principal amount of offers for each
Interest Period that are accepted.  The Borrower may accept any Money Market
Quote in whole or in part; PROVIDED that:

          (i)    the aggregate principal amount of each Money Market Borrowing
     may not exceed the applicable amount set forth in the related Money Market
     Quote Request;
     
          (ii)   the principal amount of each Money Market Borrowing must be
     $10,000,000 or a larger multiple of $1,000,000;
     
          (iii)  acceptance of offers may only be made on the basis of
     ascending Money Market Margins or Money Market Absolute Rates, as the case
     may be;
     

                                       19
<PAGE>

          (iv)   the Borrower may not accept any offer that is described in
     subsection 2.03(d)(iii) or that otherwise fails to comply with the
     requirements of this Agreement; and
     
          (v)    immediately after such Money Market Borrowing is made, the
     aggregate outstanding principal amount of the Loans shall not exceed the
     aggregate amount of the Commitments.
     
     (g)  ALLOCATION BY AGENT.  If offers are made by two or more Banks with the
same Money Market Margins or Money Market Absolute Rates, as the case may be,
for a greater aggregate principal amount than the amount in respect of which
such offers are accepted for the related Interest Period, the principal amount
of Money Market Loans in respect of which such offers are accepted shall be
allocated by the Agent among such Banks as nearly as possible (in multiples of
$1,000,000, as the Agent may deem appropriate) in proportion to the aggregate
principal amounts of such offers.  Determinations by the Agent of the amounts of
Money Market Loans shall be conclusive in the absence of manifest error.

     SECTION 2.04.  NOTICE TO BANKS; FUNDING OF LOANS.  (a  Promptly after 
receiving a Notice of Borrowing, the Agent shall notify each Bank of the 
contents thereof and of such Bank's share (if any) of such Borrowing and such 
Notice of Borrowing shall not thereafter be revocable by the Borrower.

     (b)  Not later than 12:00 Noon (New York City time) on the date of each
Borrowing, each Bank participating therein shall make available its share of
such Borrowing, in Federal or other funds immediately available in New York
City, to the Agent at its address specified in or pursuant to Section 9.01. 
Unless the Agent determines that any applicable condition specified in Article 3
has not been satisfied, the Agent will make the funds so received from the Banks
available to the Borrower at the Agent's aforesaid address.

     (c)  Unless the Agent shall have received notice from a Bank before the
date of any Borrowing that such Bank will not make available to the Agent such
Bank's share of such Borrowing, the Agent may assume that such Bank has made
such share available to the Agent on the date of such Borrowing in accordance
with Section 2.04(b) and the Agent may, in reliance upon such assumption, make
available to the Borrower on such date a corresponding amount.  If and to the
extent that such Bank shall not have so made such share available to the Agent,
such Bank and the Borrower severally agree to repay to the Agent forthwith on
demand such corresponding amount together with interest thereon, for each day
from the date such amount is made available to the Borrower until the date such


                                  20

<PAGE>

amount is repaid to the Agent, at (i) if such amount is repaid by the 
Borrower, a rate per annum equal to the higher of the Federal Funds Rate and 
the interest rate applicable to such Borrowing pursuant to Section 2.07 and 
(ii) if such amount is repaid by such Bank, the Federal Funds Rate.  If such 
Bank shall repay to the Agent such corresponding amount, the Borrower shall 
not be required to repay such amount and the amount so repaid by such Bank 
shall constitute such Bank's Loan included in such Borrowing for purposes of 
this Agreement.
 
     SECTION 2.05.  NOTES.  (a)  The Borrower's obligation to repay the Loans 
of each Bank shall be evidenced by a single Note payable to the order of such 
Bank for the account of its Applicable Lending Office in an amount equal to 
the aggregate unpaid principal amount of such Bank's Loans.

     (b)  Each Bank may, by notice to the Borrower and the Agent, request 
that the Borrower's obligation to repay such Bank's Loans of a particular 
type be evidenced by a separate Note in an amount equal to the aggregate 
unpaid principal amount of such Loans.  Each such Note shall be in 
substantially the form of Exhibit A hereto with appropriate modifications to 
reflect the fact that it relates solely to Loans of the relevant type.  Each 
reference in this Agreement to the "Note" of such Bank shall be deemed to 
refer to and include any or all of such Notes, as the context may require.
                 
     (c)  Promptly after it receives each Bank's Note pursuant to Section 
3.01(a), the Agent shall forward such Note to such Bank.  Each Bank shall 
record the date, amount and type of each Loan made by it and the date and 
amount of each payment of principal made by the Borrower with respect 
thereto, and may, if such Bank so elects in connection with any transfer or 
enforcement of its Note, endorse on the schedule forming a part thereof 
appropriate notations to evidence the foregoing information with respect to 
each such Loan then outstanding; PROVIDED that a Bank's failure to make (or 
any error in making) any such recordation or endorsement shall not affect the 
Borrower's obligations hereunder or under the Notes.  Each Bank is hereby 
irrevocably authorized by the Borrower so to endorse its Note and to attach 
to and make a part of its Note a continuation of any such schedule as and 
when required.
 
     SECTION 2.06.  MATURITY OF LOANS.  (a)  Each Committed Loan shall mature, 
and the principal amount thereof shall be due and payable (together with 
interest accrued thereon), on the Maturity Date.
 
     (b)  Each Money Market Loan included in any Money Market Borrowing shall 
mature, and the principal amount thereof shall be due and payable (together 



                                  21
<PAGE>
      
with interest accrued thereon), on the last day of the Interest Period 
applicable to such Borrowing.
                 
     SECTION 2.07.  INTEREST RATES.  (a)  Each Base Rate Loan shall bear 
interest on the outstanding principal amount thereof, for each day from the 
date such Loan is made until it becomes due, at a rate per annum equal to the 
Base Rate for such day.  Such interest shall be payable quarterly in arrears 
on each Quarterly Payment Date.  Any overdue principal of or interest on any 
Base Rate Loan shall bear interest, payable on demand, for each day until 
paid at a rate per annum equal to the sum of 2% plus the Base Rate for such 
day.
 
     (b)  Each CD Loan shall bear interest on the outstanding principal 
amount thereof, for each day during each Interest Period applicable thereto, 
at a rate per annum equal to the sum of the CD Margin for such day plus the 
Adjusted CD Rate applicable to such Interest Period; PROVIDED that if any CD 
Loan shall, as a result of clause (2)(b) of the definition of Interest 
Period, have an Interest Period of less than 30 days, such CD Loan shall bear 
interest for each day during such Interest Period at the Base Rate for such 
day.  Such interest shall be payable for each Interest Period on the last day 
thereof and, if such Interest Period is longer than 90 days, at intervals of 
90 days after the first day thereof.  Any overdue principal of or interest on 
any CD Loan shall bear interest, payable on demand, for each day until paid 
at a rate per annum equal to the sum of 2% plus the higher of (i  the Base 
Rate for such day and (ii) the sum of the CD Margin for such day plus the 
Adjusted CD Rate applicable to such Loan on the day before such payment was 
due.
 
      The "ADJUSTED CD RATE" applicable to any Interest Period means a rate 
per annum determined pursuant to the following formula:

                                [CDBR]*
                       ACDR = ---------- +AR
                              [1.00-DRP]

                    ACDR  =    Adjusted CD Rate
                    CDBR  =    CD Base Rate
                    DRP   =    Domestic Reserve Percentage
                    AR    =    Assessment Rate
                     
* The amount in brackets being rounded upward, if necessary, to the next 
higher 1/100 of 1%
 
     The "CD BASE RATE" applicable to any Interest Period is the rate of 
interest determined by the Agent to be the average (rounded upward, if 
necessary, 

                                  22
<PAGE>

to the next higher 1/100 of 1%) of the prevailing rates per annum bid at 
10:00 A.M. (New York City time) (or as soon thereafter as practicable) on the 
first day of such Interest Period by two or more New York certificate of 
deposit dealers of recognized standing for the purchase at face value from 
each CD Reference Bank of its certificates of deposit in an amount comparable 
to the principal amount of the CD Loan of such CD Reference Bank to which 
such Interest Period applies and having a maturity comparable to such 
Interest Period.
 
      "DOMESTIC RESERVE PERCENTAGE" means for any day that percentage 
(expressed as a decimal) which is in effect on such day, as prescribed by the 
Board of Governors of the Federal Reserve System (or any successor) for 
determining the maximum reserve requirement (including without limitation any 
basic, supplemental or emergency reserves) for a member bank of the Federal 
Reserve System in New York City with deposits exceeding five billion dollars 
in respect of new non-personal time deposits in dollars in New York City 
having a maturity comparable to the related Interest Period and in an amount 
of $100,000 or more. The Adjusted CD Rate shall be adjusted automatically on 
and as of the effective date of any change in the Domestic Reserve Percentage.
 
      "ASSESSMENT RATE" means for any day the annual assessment rate in 
effect on such day which is payable by a member of the Bank Insurance Fund 
classified as adequately capitalized and within supervisory subgroup "A" (or 
a comparable successor assessment risk classification) within the meaning of 
12 C.F.R. Section 327.4(a) (or any successor provision) to the Federal 
Deposit Insurance Corporation (or any successor) for such Corporation's (or 
such successor's) insuring time deposits at offices of such institution in 
the United States.  The Adjusted CD Rate shall be adjusted automatically on 
and as of the effective date of any change in the Assessment Rate.
 
      (c)  Each Euro-Dollar Loan shall bear interest on the outstanding 
principal amount thereof, for each day during each Interest Period applicable 
thereto, at a rate per annum equal to the sum of the Euro-Dollar Margin for 
such day plus the London Interbank Offered Rate applicable to such Interest 
Period.  Such interest shall be payable for each Interest Period on the last 
day thereof and, if such Interest Period is longer than three months, at 
intervals of three months after the first day thereof.
 
      (d)  Any overdue principal of or interest on any Euro-Dollar Loan shall 
bear interest, payable on demand, for each day until paid at a rate per annum 
equal to the higher of (i) the sum of 2% plus the Euro-Dollar Margin for such 
day plus the London Interbank Offered Rate applicable to such Loan on the day 
before such payment was due and (ii) the sum of 2% plus the Euro-Dollar 
Margin for 
      
      
                                    23
<PAGE>
      
such day plus a rate per annum equal to the quotient obtained (rounded 
upward, if necessary, to the next higher 1/100 of 1%) by dividing (x) the 
average (rounded upward, if necessary, to the next higher 1/16 of 1%) of the 
respective rates per annum at which one day (or, if such amount due remains 
unpaid more than three Euro-Dollar Business Days, then for such other period 
of time not longer than three months as the Agent may select) deposits in 
dollars in an amount approximately equal to such overdue payment due to each 
of the Euro-Dollar Reference Banks are offered to such Euro-Dollar Reference 
Bank in the London interbank market for the applicable period determined as 
provided above by (y) 1.00 minus the Euro-Dollar Reserve Percentage (or, if 
the circumstances described in clause 8.01(a) or 8.01(b) shall exist, at a 
rate per annum equal to the sum of 2% plus the Base Rate for such day).   
 
      (e)  Subject to Section 8.01, each Money Market LIBOR Loan shall bear 
interest on the outstanding principal amount thereof, for the Interest Period 
applicable thereto, at a rate per annum equal to the sum of the London 
Interbank Offered Rate for such Interest Period (determined in accordance 
with Section 2.07(c) as if the related Money Market LIBOR Borrowing were a 
Committed Euro-Dollar Borrowing) plus (or minus) the Money Market Margin 
quoted by the Bank making such Loan.  Each Money Market Absolute Rate Loan 
shall bear interest on the outstanding principal amount thereof, for the 
Interest Period applicable thereto, at a rate per annum equal to the Money 
Market Absolute Rate quoted by the Bank making such Loan.  Such interest 
shall be payable for each Interest Period on the last day thereof and, if 
such Interest Period is longer than three months, at intervals of three 
months after the first day thereof.  Any overdue principal of or interest on 
any Money Market Loan shall bear interest, payable on demand, for each day 
until paid at a rate per annum equal to the sum of 2% plus the Base Rate for 
such day.
 
      (f)  The Agent shall determine each interest rate applicable to the 
Loans hereunder.  The Agent shall promptly notify the Borrower and the 
participating Banks of each rate of interest so determined, and its 
determination thereof shall be conclusive in the absence of manifest error.
 
      (g)  Each Reference Bank agrees to use its best efforts to furnish 
quotations to the Agent as contemplated by this Section.  If any Reference 
Bank does not furnish a timely quotation, the Agent shall determine the 
relevant interest rate on the basis of the quotation or quotations furnished 
by the remaining Reference Bank or Banks or, if none of such quotations is 
available on a timely basis, the provisions of Section 8.01 shall apply.
      
      

                                  24
<PAGE>
      
     SECTION 2.8.  METHOD OF ELECTING INTEREST RATES.  (a)  The Loans 
included in each Committed Borrowing shall bear interest initially at the 
type of rate specified by the Borrower in the applicable Notice of Committed 
Borrowing. Thereafter, the Borrower may from time to time elect to change or 
continue the type of interest rate borne by each Group of Loans (subject to 
Section 2.08(d) and the provisions of Article 8), as follows:

          (i)   if such Loans are Base Rate Loans, the Borrower may 
     elect to convert such Loans to CD Loans as of any Domestic 
     Business Day or to Euro-Dollar Loans as of any Euro-Dollar 
     Business Day;
     
          (ii)  if such Loans are CD Loans, the Borrower may elect 
     to convert such Loans to Base Rate Loans as of any Domestic 
     Business Day or convert such Loans to Euro-Dollar Loans as of 
     any Euro-Dollar Business Day or continue such Loans as CD 
     Loans for an additional Interest Period, subject to Section 
     2.13 if any such conversion is effective on any day other than 
     the last day of an Interest Period applicable to such Loans; 
     and
     
          (iii) if such Loans are Euro-Dollar Loans, the Borrower 
     may elect to convert such Loans to Base Rate Loans as of any 
     Domestic Business Day or convert such Loans to CD Loans as of 
     any Euro-Dollar Business Day or elect to continue such Loans 
     as Euro-Dollar Loans for an additional Interest Period, 
     subject to Section 2.13 if any such conversion is effective on 
     any day other than the last day of an Interest Period 
     applicable to such Loans.
          
Each such election shall be made by delivering a notice (a "NOTICE OF 
INTEREST RATE ELECTION") to the Agent not later than 10:30 A.M. (New York 
City time) on the third Euro-Dollar Business Day before the conversion or 
continuation selected in such notice is to be effective (unless the relevant 
Loans are to be converted from Domestic Loans of one type to Domestic Loans 
of the other type or are CD Loans to be continued as CD Loans for an 
additional Interest Period, in which case such notice shall be delivered to 
the Agent not later than 10:30 A.M. (New York City time) on the second 
Domestic Business Day before such conversion or continuation is to be 
effective).  A Notice of Interest Rate Election may, if it so specifies, 
apply to only a portion of the aggregate principal amount of the relevant 
Group of Loans; PROVIDED that (i) such portion is allocated ratably among the 
Loans comprising such Group and (ii) the portion to which such Notice 
applies, and the remaining portion to which it does not apply, are each at 
least $10,000,000 (unless such portion is comprised of Base Rate Loans).  If 
no such notice is timely received before the end of an Interest Period for 
any Group of CD 

                                   25
<PAGE>

Loans or Euro-Dollar Loans, the Borrower shall be deemed to have elected that 
such Group of Loans be converted to Base Rate Loans at the end of such 
Interest Period.

    (b)  Each Notice of Interest Rate Election shall specify:

          (i)   the Group of Loans (or portion thereof) to which such 
    notice applies;
          
          (ii)  the date on which the conversion or continuation 
    selected in such notice is to be effective, which shall comply with 
    the applicable clause of Section 2.08(a) above;
          
          (iii) if the Loans comprising such Group are to be converted, 
    the new type of Loans and, if the Loans resulting from such 
    conversion are to be CD Loans or Euro-Dollar Loans, the duration of 
    the next succeeding Interest Period applicable thereto; and
        
          (iv)  if such Loans are to be continued as CD Loans or 
    Euro-Dollar Loans for an additional Interest Period, the duration of 
    such additional Interest Period.
          
Each Interest Period specified in a Notice of Interest Rate Election shall 
comply with the provisions of the definition of Interest Period.

    (c)  Promptly after receiving a Notice of Interest Rate Election from the 
Borrower pursuant to Section 2.08(a) above, the Agent shall notify each Bank 
of the contents thereof and such notice shall not thereafter be revocable by 
the Borrower.

    (d)  The Borrower shall not be entitled to elect to convert any Committed 
Loans to, or continue any Committed Loans for an additional Interest Period 
as, CD Loans or Euro-Dollar Loans if (i) the aggregate principal amount of 
any Group of CD Loans or Euro-Dollar Loans created or continued as a result 
of such election would be less than $10,000,000 or (ii) a Default shall have 
occurred and be continuing when the Borrower delivers notice of such election 
to the Agent.

    (e)  If any Committed Loan is converted to a different type of Loan, the 
Borrower shall pay, on the date of such conversion, the interest accrued to 
such date on the principal amount being converted.


                                  26
<PAGE>

    (f)  A conversion or continuation pursuant to this Section 2.08  is 
not a Borrowing.

     SECTION 2.9.  FACILITY FEES.   The Borrower shall pay to the Agent, 
for the account of the Banks ratably in proportion to their Credit 
Exposures, a facility fee at the rate of 0.105% per annum.  Such 
facility fee shall accrue for each day from and including the Effective 
Date to but excluding the day on which the Credit Exposures are reduced 
to zero.  Fees accrued for the account of the Banks under this Section 
shall be payable quarterly in arrears on each Quarterly Payment Date and 
on the day on which the Commitments terminate in their entirety (and, if 
later, on the day on which the Credit Exposures are reduced to zero).

     SECTION 2.10.  TERMINATION OR REDUCTION OF COMMITMENTS.  (a) The 
Borrower may, upon at least three Domestic Business Days' notice to the 
Agent, (i) terminate the Commitments at any time, if no Loans are outstanding 
at such time, or (ii) ratably reduce from time to time by an aggregate amount 
of $10,000,000 or a larger multiple of $1,000,000, the aggregate amount of 
the Commitments in excess of the aggregate outstanding principal amount of 
the Loans.  Promptly after receiving a notice pursuant to this subsection, 
the Agent shall notify each Bank of the contents thereof.

     (b)  Unless previously terminated, the Commitments shall terminate in 
their entirety on the Termination Date.

      SECTION 2.11.  OPTIONAL PREPAYMENTS.  (a) Subject in the case of Fixed 
Rate Loans to Section 2.13, the Borrower may (i) upon at least one Domestic 
Business Day's notice to the Agent, prepay the Group of Base Rate Loans (or 
any Money Market Borrowing bearing interest at the Base Rate pursuant to 
Section 8.01) , (ii) upon at least two Domestic Business Days' notice to the 
Agent, prepay any Group of CD Loans or (iii) upon at least three Euro-Dollar 
Business Days' notice to the Agent, prepay any Group of Euro-Dollar Loans, in 
each case in whole at any time, or from time to time in part in amounts 
aggregating $10,000,000 or any larger multiple of $1,000,000, by paying the 
principal amount to be prepaid together with interest accrued thereon to the 
date of prepayment.  Each such optional prepayment shall be applied to prepay 
ratably the Loans of the several Banks included in such Group of Loans (or 
such Money Market Borrowing).

     (b)  Except as provided in Section 2.11(a) above, the Borrower may not 
prepay all or any portion of the principal amount of any Money Market Loan 
before the maturity thereof.


                                  27
<PAGE>

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

     SECTION 2.12.  GENERAL PROVISIONS AS TO PAYMENTS.  (a) The Borrower 
shall make each payment of principal of, and interest on, the Loans and of 
fees hereunder not later than 12:00 Noon (New York City time) on the date 
when due, in Federal or other funds immediately available in New York City, 
to the Agent at its address specified in or pursuant to Section 9.01.  The 
Agent will promptly distribute to each Bank its ratable share of each such 
payment received by the Agent for the account of the Banks.  Whenever any 
payment of principal of, or interest on, the Domestic Loans or any payment of 
fees shall be due on a day which is not a Domestic Business Day, the date for 
payment thereof shall be extended to the next succeeding Domestic Business 
Day.  Whenever any payment of principal of, or interest on, the Euro-Dollar 
Loans shall be due on a day which is not a Euro-Dollar Business Day, the date 
for payment thereof shall be extended to the next succeeding Euro-Dollar 
Business Day unless such Euro-Dollar Business Day falls in another calendar 
month, in which case the date for payment thereof shall be the next preceding 
Euro-Dollar Business Day.  Whenever any payment of principal of, or interest 
on, the Money Market Loans shall be due on a day which is not a Euro-Dollar 
Business Day, the date for payment thereof shall be extended to the next 
succeeding Euro-Dollar Business Day.  If the date for any payment of 
principal is extended by operation of law or otherwise, interest thereon 
shall be payable for such extended time.

     (b)  Unless the Borrower notifies the Agent before the date on which any 
payment is due to the Banks hereunder that the Borrower will not make such 
payment in full, the Agent may assume that the Borrower has made such payment 
in full to the Agent on such date and the Agent may, in reliance on such 
assumption, cause to be distributed to each Bank on such due date an amount 
equal to the amount then due such Bank.  If and to the extent that the 
Borrower shall not have so made such payment, each Bank shall repay to the 
Agent forthwith on demand such amount distributed to such Bank together with 
interest thereon, for each day from the date such amount is distributed to 
such Bank until the date such Bank repays such amount to the Agent, at the 
Federal Funds Rate.

     SECTION 2.13.  FUNDING LOSSES.  If the Borrower makes any payment of 
principal with respect to any Fixed Rate Loan or any Fixed Rate Loan is 
converted to a different type of Loan (whether such payment or conversion is 
pursuant to Article 2, 6 or 8 or otherwise) on any day other than the last 
day of an Interest Period applicable thereto, or the last day of an 
applicable period fixed 


                                  28
<PAGE>

pursuant to Section 2.07(d), or if the Borrower fails to borrow, prepay, 
convert or continue any Fixed Rate Loan after notice has been given to any 
Bank in accordance with Section 2.04(a), 2.08(c) or 2.11(c), the Borrower 
shall reimburse each Bank within 15 days after demand for any resulting loss 
or expense incurred by it (or by an existing or prospective Participant in 
the related Loan), including (without limitation) any loss incurred in 
obtaining, liquidating or employing deposits from third parties, but 
excluding loss of margin for the period after such payment or conversion or 
failure to borrow, prepay, convert or continue; PROVIDED that such Bank shall 
have delivered to the Borrower a certificate as to the amount of such loss or 
expense, which certificate shall be conclusive in the absence of clearly 
demonstrable error.

     SECTION 2.14.  COMPUTATION OF INTEREST AND FEES.  Interest based on the 
Prime Rate hereunder shall be computed on the basis of a year of 365 days (or 
366 days in a leap year) and paid for the actual number of days elapsed 
(including the first day but excluding the last day).  All other interest and 
fees shall be computed on the basis of a year of 360 days and paid for the 
actual number of days elapsed (including the first day but excluding the last 
day).

     SECTION 2.15.  REGULATION D COMPENSATION.   If and so long as a reserve 
requirement of the type described in the definition of "Euro-Dollar Reserve 
Percentage" is prescribed by the Board of Governors of the Federal Reserve 
System (or any successor), each Bank subject to such requirement may require 
the Borrower to pay, contemporaneously with each payment of interest on each 
of such Bank's Euro-Dollar Loans, additional interest on such Euro-Dollar 
Loan at a rate per annum determined by such Bank up to but not exceeding the 
excess of (i) (A) the applicable London Interbank Offered Rate divided by (B) 
one MINUS the Euro-Dollar Reserve Percentage over (ii) the applicable London 
Interbank Offered Rate. Any Bank wishing to require payment of such 
additional interest (x) shall so notify the Borrower and the Agent, in which 
case such additional interest on the Euro-Dollar Loans of such Bank shall be 
payable to such Bank at the place indicated in such notice with respect to 
each Interest Period commencing at least three Euro-Dollar Business Days 
after such Bank gives such notice and (y) shall notify the Borrower at least 
five Euro-Dollar Business Days before each date on which interest is payable 
on the Euro-Dollar Loans of the amount then due it under this Section.  It is 
understood that (x) no additional interest is payable under this Section in 
respect of Euro-Dollar Loans not paid when due and (y) amounts claimed by any 
Bank under this Section shall be based on an assumed level of reserves 
maintained by it which is consistent with such Bank's good faith estimate of 
the actual level at which the related reserves are required to be maintained 
by it over time.


                                  29
<PAGE>
                                       
                                ARTICLE 3
                                        
                               CONDITIONS

     Section 3.01.  EFFECTIVENESS.  This Agreement shall become effective on 
the date that each of the following conditions shall have been satisfied (or 
waived in accordance with Section 9.05):

     (a)  receipt by the Agent of counterparts hereof signed by each of the 
parties hereto (or, in the case of any party as to which an executed 
counterpart shall not have been received, receipt by the Agent in form 
satisfactory to it of telegraphic, telex or other written confirmation from 
such party of execution of a counterpart hereof by such party);

     (b)  receipt by the Agent for the account of each Bank of a duly 
executed Note dated on or before the Effective Date complying with the 
provisions of Section 2.05;

     (c)  receipt by the Agent of an opinion of Milbank, Tweed, Hadley & 
McCloy, special counsel for the Borrower, substantially in the form of 
Exhibit E-1 hereto, and of an opinion of Jerry Kronenberg, counsel for the 
Borrower, substantially in the form of Exhibit E-2 hereto;

     (d)  receipt by the Agent of an opinion of Davis Polk & Wardwell, 
special counsel for the Agent, substantially in the form of Exhibit F hereto;

     (e)  receipt by the Agent of all documents it may reasonably request 
relating to the existence of the Borrower, the corporate authority for and 
the validity of this Agreement and the Notes, and any other matters relevant 
hereto, all in form and substance reasonably satisfactory to the Agent; and

     (f)  receipt by the Agent of evidence satisfactory to it of the payment 
of all principal of and interest on loans outstanding under the Prior 
Agreement (other than any "MONEY MARKET LOANS" outstanding under the Prior 
Agreement and held by Banks party to this Agreement, which shall remain 
outstanding with the same terms as to amount, interest and maturity 
established pursuant to the Prior Agreement but which shall for purposes of 
this Agreement be deemed to be Money Market Loans made hereunder), together 
with facility fees thereunder accrued to the Effective Date and all other 
amounts payable thereunder;


                                  30

<PAGE>

PROVIDED that this Agreement shall not become effective or be binding on any
party hereto unless all of the foregoing conditions are satisfied not later than
July 10, 1998.  The Agent shall promptly notify the Borrower and the Banks of
the Effective Date, and such notice shall be conclusive and binding on all
parties hereto.  The Borrower and each of the Banks which is a party to the
Prior Agreement, comprising the "REQUIRED BANKS" as defined in the Prior
Agreement, hereby agree that the commitments of the banks under the Prior
Agreement shall terminate on and as of the Effective Date, without further
action by any party to the Prior Agreement.

     Section 3.02.  BORROWINGS.  The obligation of any Bank to make a Loan on 
the occasion of any Borrowing is subject to the satisfaction of the following 
conditions:

     (a)  receipt by the Agent of a Notice of Borrowing as required by Section
2.02 or 2.03, as the case may be;
               
     (b)  the fact that, immediately after such Borrowing, the aggregate 
outstanding principal amount of the Loans will not exceed the aggregate 
amount of the Commitments;

     (c)  the fact that, immediately before and after such Borrowing, no 
Default shall have occurred and be continuing; and

     (d)  the fact that the representations and warranties of the Borrower 
contained in this Agreement shall be true on and as of the date of such 
Borrowing. 

Each Borrowing hereunder shall be deemed to be a representation and warranty by
the Borrower on the date of such Borrowing as to the facts specified in 
clauses 3.02(b), 3.02(c) and 3.02(d) of this Section.
     


                                     ARTICLE 4
                                          
                           Representations and Warranties

     The Borrower represents and warrants that:

     SECTION 4.01.  CORPORATE EXISTENCE AND POWER.  The Borrower is a 
corporation duly incorporated, validly existing and in good standing under 
the laws of Tennessee, and has all corporate powers and all material 
governmental

                                      31
<PAGE>

licenses, authorizations, consents and approvals required to carry on its 
business as now conducted.

     SECTION 4.02.  CORPORATE AND GOVERNMENTAL AUTHORIZATION; NO CONTRAVENTION. 
The execution, delivery and performance by the Borrower of this Agreement and
the Notes are within the Borrower's corporate powers, have been duly authorized
by proper corporate action on the part of the Borrower, require no action by or
in respect of, or filing with, any governmental body, agency or official (other
than as may be required of any particular Bank) and do not contravene, or
constitute a default under, any provision of law or regulation applicable to the
Borrower or of the charter or by-laws of the Borrower, any instrument or
agreement evidencing or governing Debt of the Borrower or any of its Significant
Subsidiaries or of any other material agreement, judgment, injunction, order,
decree or other instrument binding upon the Borrower or result in the creation
or imposition of any Lien on any asset of the Borrower or any of its
Subsidiaries.

     SECTION 4.03.  BINDING EFFECT.  This Agreement constitutes a valid and
binding agreement of the Borrower and the Notes, when executed and delivered in
accordance with this Agreement, will constitute valid and binding obligations of
the Borrower except as enforceability may be limited by bankruptcy, insolvency,
or similar laws affecting the enforcement of creditors' rights generally and
subject to the availability of equitable remedies if equitable remedies are
sought.

     SECTION 4.04.  FINANCIAL INFORMATION.  

     (a)  The consolidated balance sheet of the Borrower and its Consolidated
Subsidiaries as of December 28, 1997 and the related consolidated statements of
earnings, cash flows and shareholders' equity for the fiscal year then ended,
reported on by KPMG Peat Marwick LLP, and set forth in the Borrower's 1997 Form
10-K, a copy of which has been made available to each of the Banks, fairly
present, in conformity with generally accepted accounting principles, the
consolidated financial position of the Borrower and its Consolidated
Subsidiaries as of such date and their consolidated results of operations and
cash flows for such fiscal year.

     (b)  The unaudited consolidated balance sheet of the Borrower and its
Consolidated Subsidiaries as of April 5, 1998 and the related unaudited
consolidated statements of earnings, cash flows and shareholders' equity for the
three months then ended, set forth in the Borrower's Latest Form 10-Q, a copy of
which has been made available to each of the Banks, fairly present, in
conformity with generally accepted accounting principles applied on a basis
consistent with 


                                       32
<PAGE>

the financial statements referred to in subsection 4.04(a) of this Section, 
the consolidated financial position of the Borrower and its Consolidated 
Subsidiaries as of such date and their consolidated results of operations and 
cash flows for such three month period (subject to normal year-end 
adjustments).

     (c)  Since April 5, 1998, there has been no material adverse change in the
business, financial position or results of operations of the Borrower and its
Consolidated Subsidiaries, considered as a whole.

     SECTION 4.05.  LITIGATION.  There is no action, suit or proceeding pending
against, or to the knowledge of the Borrower threatened against or affecting,
the Borrower or any of its Subsidiaries before any court or arbitrator or any
governmental body, agency or official which could reasonably be expected to 
materially adversely affect the business, consolidated financial position or
consolidated results of operations of the Borrower and its Consolidated
Subsidiaries or which in any manner draws into question the validity of this
Agreement or the Notes.

     SECTION 4.06.  COMPLIANCE WITH ERISA.  Each member of the ERISA Group has
fulfilled its obligations under the minimum funding standards of ERISA and the
Internal Revenue Code with respect to each Plan and is in compliance in all
material respects with the presently applicable provisions of ERISA and the
Internal Revenue Code with respect to each Plan.  No member of the ERISA Group
has (i) sought a waiver of the minimum funding standard under Section 412 of the
Internal Revenue Code in respect of any Plan, (ii) failed to make any
contribution or payment to any Plan or Multiemployer Plan or in respect of any
Benefit Arrangement, or made any amendment to any Plan or Benefit Arrangement,
which has resulted or could result in the imposition of a Lien or the posting of
a bond or other security under ERISA or the Internal Revenue Code or 
(iii) incurred any liability under Title IV of ERISA other than a liability 
to the PBGC for premiums under Section 4007 of ERISA within the preceding 
five years.

     SECTION 4.07.  ENVIRONMENTAL MATTERS.  In the ordinary course of its
business, the Borrower conducts an ongoing review of the effect of Environmental
Laws on the business, operations and properties of the Borrower and its
Significant Subsidiaries, in the course of which it identifies and evaluates
associated liabilities and costs.  On the basis of this review, the Borrower has
reasonably concluded that such associated liabilities and costs, including the
costs of compliance with Environmental Laws, are unlikely to have a material
adverse effect on the business, financial condition or results of operations of
the Borrower and its Consolidated Subsidiaries, considered as a whole.


                                       33
<PAGE>

     SECTION 4.08.  TAXES.  United States federal income tax returns of the
Borrower and its Consolidated Subsidiaries have been examined and closed through
the fiscal year ended January 3, 1992.  The Borrower and its Significant
Subsidiaries have filed all United States federal income tax returns and all
other material tax returns which are required to be filed by them and have paid
all material taxes due pursuant to such returns or pursuant to any material
assessment received by the Borrower or any Significant Subsidiary.  The charges,
accruals and reserves on the books of the Borrower and its Consolidated
Subsidiaries in respect of taxes or other governmental charges are, in the
opinion of the Borrower, adequate in all material respects.

     SECTION 4.09.  SUBSIDIARIES.  Each of the Borrower's Significant
Subsidiaries is a corporation duly incorporated, validly existing and in good
standing under the laws of its jurisdiction of incorporation, and has all
corporate powers and all material governmental licenses, authorizations,
consents and approvals required to carry on its business as now conducted.

     SECTION 4.10.  NO REGULATORY RESTRICTIONS ON BORROWING.  The Borrower is
not (i) an "investment company" within the meaning of the Investment Company Act
of 1940, as amended, (ii) a "holding company" or a "subsidiary company" of a
holding company within the meaning of the Public Utility Holding Company Act of
1935, as amended, or (iii) otherwise subject to any regulatory scheme which
restricts its ability to incur debt.

     SECTION 4.11.  FULL DISCLOSURE.  All information heretofore furnished by
the Borrower to the Agent or any Bank for purposes of or in connection with this
Agreement or any transaction contemplated hereby is, and all such information
hereafter furnished by the Borrower to the Agent or any Bank will be, when taken
together, true and accurate in all material respects on the date as of which
such information is stated or certified or in the case of projections, based
upon reasonable estimates. 

     SECTION 4.12.  YEAR 2000.  The measures taken by the Borrower and its
Subsidiaries to address the impact of the year 2000 on its computer systems and
related matters are described in the Borrower's periodic reports filed with the
Securities and Exchange Commission.  The Borrower has reasonably concluded that
the cost of such measures and of the reasonably foreseeable consequences of year
2000 will not have a material adverse effect on the business, financial
condition or results of operations of the Borrower and its Consolidated
Subsidiaries considered as a whole.
     

                                       34
<PAGE>

                                     ARTICLE 5
                                          
                                     Covenants

     The Borrower agrees that, so long as any Bank has any Commitment hereunder
or any amount payable under any Note remains unpaid:

     SECTION 5.01.  INFORMATION.  The Borrower will make available to each of 
the Banks:

     (a)  as soon as available and in any event within 100 days after the end of
each fiscal year of the Borrower, a consolidated balance sheet of the Borrower
and its Consolidated Subsidiaries as of the end of such fiscal year and the
related consolidated statements of earnings, cash flows and shareholders' equity
for such fiscal year, setting forth in each case in comparative form the figures
for the previous fiscal year, all reported on, in a manner acceptable to the
Securities and Exchange Commission, by KPMG Peat Marwick LLP or other
independent public accountants of nationally recognized standing;

     (b)  as soon as available and in any event within 55 days after the end of
each of the first three quarters of each fiscal year of the Borrower, a
consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as
of the end of such quarter and the related consolidated statements of earnings
and cash flows for such quarter and for the portion of the Borrower's fiscal
year ended at the end of such quarter, setting forth in each case in comparative
form the figures for the corresponding quarter and the corresponding portion of
the Borrower's previous fiscal year, all certified (subject to normal year-end
adjustments) as to fairness of presentation, generally accepted accounting
principles and consistency by the chief financial officer, the chief accounting
officer or the Treasurer of the Borrower;

     (c)  no later than 10 Domestic Business Days after the filing with the
Securities and Exchange Commission of each set of financial statements referred
to in clauses 5.01(a) and 5.01(b) above, a certificate of the chief financial
officer, the chief accounting officer or the Treasurer of the Borrower 
(i) setting forth in reasonable detail the calculations required to establish
whether the Borrower was in compliance with the requirements of Sections 5.07 to
5.08, inclusive, and Section 5.10 on the date of such financial statements and
(ii) stating whether any Default exists on the date of such certificate and, if
any Default then exists, setting forth the details thereof and the action which
the Borrower is taking or proposes to take with respect thereto;


                                      35
<PAGE>

     (d)  within five days after any officer of the Borrower obtains knowledge
of any Default, if such Default is then continuing, a certificate of the chief
financial officer, the chief accounting officer or the Treasurer of the Borrower
setting forth the details thereof and the action which the Borrower is taking or
proposes to take with respect thereto;

     (e)  promptly upon the mailing thereof to the shareholders of the Borrower
generally, copies of all financial statements, reports and proxy statements so
mailed;

     (f)  promptly upon the filing thereof, copies of all registration
statements (other than the exhibits thereto and any registration statements on
Form S-8 or its equivalent) and reports on Forms 10-K, 10-Q and 8-K (or their
equivalents) which the Borrower shall have filed with the Securities and
Exchange Commission;

     (g)  if and when any member of the ERISA Group (i) gives or is required to
give notice to the PBGC of any "REPORTABLE EVENT" (as defined in Section 4043 of
ERISA) with respect to any Plan which may reasonably be expected to constitute
grounds for a termination of such Plan under Title IV of ERISA, or knows that
the plan administrator of any Plan has given or is required to give notice of
any such reportable event, a copy of the notice of such reportable event given
or required to be given to the PBGC; (ii) receives notice of complete or partial
withdrawal liability under Title IV of ERISA or notice that any Multiemployer
Plan is in reorganization, is insolvent or has been terminated, a copy of such
notice; (iii) receives notice from the PBGC under Title IV of ERISA of an intent
to terminate, impose liability (other than for premiums under Section 4007 of
ERISA) in respect of, or appoint a trustee to administer any Plan, a copy of
such notice; (iv) applies for a waiver of the minimum funding standard under
Section 412 of the Internal Revenue Code, a copy of such application; (v) gives
notice of intent to terminate any Plan under Section 4041(c) of ERISA, a copy of
such notice and other information filed with the PBGC; (vi) gives notice of
withdrawal from any Plan pursuant to Section 4063 of ERISA, a copy of such
notice; or (vii) fails to make any payment or contribution to any Plan or
Multiemployer Plan or in respect of any Benefit Arrangement or makes any
amendment to any Plan or Benefit Arrangement which has resulted or could result
in the imposition of a Lien or the posting of a bond or other security, a
certificate of the chief financial officer, the chief accounting officer or the
Treasurer of the Borrower setting forth details as to such occurrence and
action, if any, which the Borrower or applicable member of the ERISA Group is
required or proposes to take;


                                      36
<PAGE>

     (h)  promptly upon obtaining knowledge of any change in the long-term debt
rating assigned to the Borrower by Moody's or S&P, notice of such change; and

     (i)  from time to time such additional information regarding the financial
position or business of the Borrower and its Subsidiaries as the Agent, at the
request of any Bank, may reasonably request.

Information required to be delivered pursuant to Sections 5.01(a), 5.01(b),
5.01(e) or 5.01(f) above shall be deemed to have been delivered on the date on
which such information has been posted on the Securities and Exchange Commission
website on the Internet.  

     SECTION 5.02.  PAYMENT OF TAXES.  The Borrower will pay and discharge, and
will cause each Significant Subsidiary to pay and discharge, at or before the
due date, all material taxes, assessments and governmental charges or levies
upon it or its property or assets, except where the same may be contested in
good faith by appropriate proceedings, and will maintain, and will cause each
Significant Subsidiary to maintain, in accordance with generally accepted
accounting principles, appropriate reserves for the accrual of any of the same.

     SECTION 5.03.  MAINTENANCE OF PROPERTY; INSURANCE.  (a)  The Borrower will
keep, and will cause each Significant Subsidiary to keep, all material property
useful and necessary in its business in good working order and condition,
ordinary wear and tear excepted.

     (b)  The Borrower will, and will cause each of its Significant Subsidiaries
to, maintain (either in the name of the Borrower or in such Subsidiary's own
name) with financially sound and responsible insurance companies, insurance on
all their respective properties in at least such amounts and against at least
such risks (and with such risk retention) as are usually insured against in the
same general area by companies of established repute engaged in the same or a
similar business; and will furnish to the Banks, upon request from the Agent,
information presented in reasonable detail as to the insurance so carried.
     
     SECTION 5.04.  CONDUCT OF BUSINESS AND MAINTENANCE OF EXISTENCE.  The 
Borrower will continue, and will cause each Significant Subsidiary to 
continue, to engage in business of the same general type as now conducted by 
the Borrower and its Subsidiaries, and will preserve, renew and keep in full 
force and effect, and will cause each Significant Subsidiary to preserve, 
renew and keep in full force and effect their respective corporate existence 
and their respective rights, privileges and franchises material to the normal 
conduct of business; PROVIDED that 

                                      37
<PAGE>

nothing in this Section 5.04 shall prohibit the sale, disposition, merger, 
consolidation or termination of the corporate existence of any Subsidiary if 
(i) the Borrower in good faith reasonably determines that such sale, 
disposition, merger, consolidation or termination is in the best interest of 
the Borrower AND (ii) such sale, disposition, merger, consolidation or 
termination is otherwise permitted under this Agreement.

     SECTION 5.05.  COMPLIANCE WITH LAWS.  The Borrower will comply, and cause
each Significant Subsidiary to comply, in all material respects with all
applicable laws, ordinances, rules, regulations, and requirements of
governmental authorities (including, without limitation, Environmental Laws and
ERISA and the rules and regulations thereunder) except where the necessity of
compliance therewith is contested in good faith or the failure to be in
compliance is not materially adverse to the business, financial condition or
results of operations of the Borrower and its Consolidated Subsidiaries,
considered as a whole.

     SECTION 5.06.  INSPECTION OF PROPERTY, BOOKS AND RECORDS.  The Borrower 
will keep, and will cause each Subsidiary to keep, proper books of record and 
account in which complete and correct entries shall be made of all dealings 
and transactions in relation to its business and activities; and will permit, 
and will cause each Subsidiary to permit, representatives of any Bank at such 
Bank's expense to visit and inspect any of their respective properties, to 
examine and make abstracts from any of their respective books and records and 
to discuss their respective affairs, finances and accounts with their 
respective officers, employees and independent public accountants, all at 
such reasonable times, upon reasonable prior notice as often as may 
reasonably be desired.

     SECTION 5.07.  OPERATING CASH FLOW RATIO.  At no date shall the ratio of 
(i) Consolidated Operating Cash Flow for the four most recent consecutive 
fiscal quarters of the Borrower ended on or most recently prior to such date 
to (ii) Total Borrowed Funds as of such date, be less than .2.

     SECTION 5.08.  DEBT.  Consolidated Debt will at no time exceed 55% of
Consolidated Total Capital.

     SECTION 5.09.  NEGATIVE PLEDGE.  Neither the Borrower nor any Subsidiary
will create, assume or suffer to exist any Lien on any asset now owned or
hereafter acquired by it, except:

          (a)  Liens existing on the date of this Agreement securing Debt 
     outstanding on the date of this Agreement in an aggregate principal 
     amount not exceeding $60,000,000;

                                      38
<PAGE>

          (b)  any Lien existing on any asset of any corporation at the time 
     such corporation becomes a Subsidiary and not created in contemplation 
     of such event;

           (c)  any Lien on any asset securing Debt incurred or assumed for 
     the purpose of financing all or any part of the cost of acquiring or 
     constructing such asset, PROVIDED that such Lien attaches to such asset 
     concurrently with or within 180 days after the acquisition or 
     construction thereof;

          (d)  any Lien on any asset of any corporation existing at the time 
     such corporation is merged or consolidated with or into the Borrower or 
     a Subsidiary and not created in contemplation of such event;

          (e)  any Lien existing on any asset prior to the acquisition 
     thereof by the Borrower or a Subsidiary and not created in contemplation 
     of such acquisition;

          (f)  any Lien arising out of the refinancing, extension, renewal or 
     refunding of any Debt secured by any Lien permitted by any of the 
     foregoing clauses of this Section, PROVIDED that such Debt is not 
     increased and is not secured by any additional assets;

          (g)  Liens arising in the ordinary course of its business which 
     (i) do not secure Debt and (ii) do not secure any single obligation (or
     class of obligations having a common cause) in an amount exceeding 
     $50,000,000; and

          (h)  Liens not otherwise permitted by the foregoing clauses of this 
     Section securing Debt in an aggregate principal amount at any time 
     outstanding not exceeding 10% of Consolidated Net Worth.
               
     SECTION 5.10.  CONSOLIDATIONS, MERGERS AND SALES OF ASSETS.  (a) The
Borrower will not (i) consolidate or merge with or into any other Person or 
(ii) sell, lease or otherwise transfer, directly or indirectly, all or any
substantial part of the assets of the Borrower and its Subsidiaries, taken as a
whole, to any other Person; PROVIDED that the Borrower may merge with another
Person if (1) either (x) the Borrower is the corporation surviving such merger
or (y) the Person (if other than the Borrower) formed by such consolidation or
into which the Borrower is merged or to which properties and assets of the
Borrower are transferred shall be a corporation organized and existing under the
laws of the United States or any State thereof or the District of Columbia and
shall expressly


                                      39
<PAGE>

assume (by an instrument reasonably satisfactory in form to the Required 
Banks, accompanied by such legal opinions with respect thereto as the 
Required Banks may reasonably request) the due and punctual payment of the 
principal of and interest on the Loans and of all other amounts payable by 
the Borrower hereunder, and the due and punctual performance and observance 
of all the terms, covenants, agreements and conditions of this Agreement to 
be performed or observed by the Borrower to the same extent as if such 
surviving or acquiring corporation had been the original issuer of the Notes 
and (2) immediately after giving effect to such transaction, no Default shall 
have occurred and be continuing.

     (b)   Neither the Borrower nor any Subsidiary will sell or otherwise
transfer any accounts receivable or other rights to receive income, except
pursuant to one or more accounts receivable purchase facilities provided that
the aggregate unreimbursed purchase price under all such facilities does not at
any time exceed $250,000,000.

     SECTION 5.11.  USE OF PROCEEDS.  The proceeds of the Loans made under this
Agreement will be used by the Borrower for the Borrower's general corporate
purposes.  None of such proceeds will be used, directly or indirectly, for the
purpose, whether immediate, incidental or ultimate, of buying or carrying any
"MARGIN STOCK" within the meaning of Regulation U.

     SECTION 5.12.  TRANSACTIONS WITH AFFILIATES.  The Borrower will not, and
will not permit any Subsidiary to, directly or indirectly, pay any funds to or
for the account of, make any investment (whether by acquisition of stock or
indebtedness, by loan, advance, transfer of property, guarantee or other
agreement to pay, purchase or service, directly or indirectly, any Debt, or
otherwise) in, lease, sell, transfer or otherwise dispose of any assets,
tangible or intangible, to, or participate in, or effect any transaction in
connection with any joint enterprise or other joint arrangement with, any
Affiliate; PROVIDED, HOWEVER, that the foregoing provisions of this Section
shall not prohibit (a) the Borrower from declaring or paying any lawful
dividend, (b) the Borrower or any Subsidiary from making sales to or purchases
from any Affiliate and, in connection therewith, extending credit or making
payments, or from making payments for services rendered by any Affiliate, if
such sales or purchases are made or such services are rendered in the ordinary
course of business and on terms and conditions at least as favorable to the
Borrower or such Subsidiary as the terms and conditions which would apply in a
similar transaction with a Person not an Affiliate, (c) the Borrower or any
Subsidiary from making payments of principal, interest and premium on any Debt
of the Borrower or such Subsidiary held by an Affiliate if the terms of such
Debt are substantially as favorable to the Borrower or such Subsidiary as the
terms which could have been obtained at the time of the creation of such Debt


                                      40


<PAGE>

from a lender which was not an Affiliate, (d) the Borrower or any Subsidiary
from participating in, or effecting any transaction in connection with, any
joint enterprise or other joint arrangement with any Affiliate if the Borrower
or such Subsidiary participates in the ordinary course of its business and on a
basis no less advantageous than the basis on which such Affiliate participates
and (e) the Borrower or any Subsidiary from making payments to their respective
directors and executive officers in the ordinary course of business.



                                     ARTICLE 6
                                          
                                     DEFAULTS

     SECTION 6.01.  EVENTS OF DEFAULT.  If one or more of the following events
("EVENTS OF DEFAULT") shall have occurred and be continuing:

     (a)  the Borrower shall fail to pay when due any principal of any Loan, or
shall fail to pay within five days of the due date thereof any interest on any
Loan, any fees or any other amount payable hereunder;

     (b)  the Borrower shall fail to observe or perform any covenant contained
in Sections 5.07 to 5.12, inclusive;

     (c)  the Borrower shall fail to observe or perform any covenant or
agreement contained in this Agreement (other than those covered by clause
6.01(a) or 6.01(b) above) for 30 days after written notice thereof has been
given to the Borrower by the Agent at the request of any Bank;

     (d)  any representation, warranty, certification or statement made by the
Borrower in this Agreement or in any certificate, financial statement or other
document delivered pursuant to this Agreement shall prove to have been incorrect
in any material respect when made (or deemed made);

     (e)  the Borrower or any Significant Subsidiary shall fail to make any
payment in respect of any Material Debt when due (including any applicable grace
period);

     (f)  any event or condition shall occur which results in the acceleration
of the maturity of any Material Debt or enables the holder of such Material Debt
or any Person acting on such holder's behalf to accelerate the maturity thereof;


                                      41
<PAGE>

     (g)  the Borrower or any Significant Subsidiary shall commence a voluntary
case or other proceeding seeking liquidation, reorganization or other relief
with respect to itself or its debts under any bankruptcy, insolvency or other
similar law now or hereafter in effect or seeking the appointment of a trustee,
receiver, liquidator, custodian or other similar official of it or any
substantial part of its property, or shall consent to any such relief or to the
appointment of or taking possession by any such official in an involuntary case
or other proceeding commenced against it, or shall make a general assignment for
the benefit of creditors, or shall fail generally to pay its debts as they
become due, or shall take any corporate action to authorize any of the
foregoing;

     (h)  an involuntary case or other proceeding shall be commenced against the
Borrower or any Significant Subsidiary seeking liquidation, reorganization or
other relief with respect to it or its debts under any bankruptcy, insolvency or
other similar law now or hereafter in effect or seeking the appointment of a
trustee, receiver, liquidator, custodian or other similar official of it or any
substantial part of its property, and such involuntary case or other proceeding
shall remain undismissed and unstayed for a period of 60 days; or an order for
relief shall be entered against the Borrower or any Significant Subsidiary under
the federal bankruptcy laws as now or hereafter in effect;

     (i)  any member of the ERISA Group shall fail to pay when due an amount or
amounts aggregating in excess of $20,000,000 which it shall have become liable
to pay under Title IV of ERISA; or notice of intent to terminate a Material Plan
shall be filed under Title IV of ERISA by any member of the ERISA Group, any
plan administrator or any combination of the foregoing; or the PBGC shall
institute proceedings under Title IV of ERISA to terminate, to impose liability
(other than for premiums under Section 4007 of ERISA) in respect of, or to cause
a trustee to be appointed to administer any Material Plan; or a condition shall
exist by reason of which the PBGC would be entitled to obtain a decree
adjudicating that any Material Plan must be terminated; or there shall occur a
complete or partial withdrawal from, or a default, within the meaning of Section
4219(c)(5) of ERISA, with respect to, one or more Multiemployer Plans which
could cause one or more members of the ERISA Group to incur a current payment
obligation in excess of $20,000,000;

     (j)  a judgment or order for the payment of money in excess of $20,000,000
shall be rendered against the Borrower or any Significant Subsidiary and such
judgment or order shall continue unsatisfied and unstayed for a period of 30
days; or


                                      42
<PAGE>

     (k)  any person or group of persons (within the meaning of Section 13 or 
14 of the Securities Exchange Act of 1934, as amended) shall have acquired 
beneficial ownership (within the meaning of Rule 13d-3 promulgated by the 
Securities and Exchange Commission under said Act) of 20% or more of the 
outstanding shares of common stock of the Borrower; or, during any period of 
twelve consecutive calendar months, individuals who were directors of the 
Borrower on the first day of such period shall cease to constitute a majority 
of the board of directors of the Borrower or who were recommended for 
election or elected to succeed such directors by a majority of such 
directors; then, and in every such event, the Agent shall (i) if requested by 
Banks having more than 50% in aggregate amount of the Commitments, by notice 
to the Borrower terminate the Commitments and they shall thereupon terminate, 
and (ii) if requested by Banks holding Notes evidencing more than 50% in 
aggregate principal amount of the Loans, by notice to the Borrower declare 
the Notes (together with accrued interest thereon) to be, and the Notes shall 
thereupon become, immediately due and payable without presentment, demand, 
protest or other notice of any kind, all of which are hereby waived by the 
Borrower; PROVIDED that in the case of any of the Events of Default specified 
in clause 6.01(g) or 6.01(h) above with respect to the Borrower, without any 
notice to the Borrower or any other act by the Agent or the Banks, the 
Commitments shall thereupon terminate and the Notes (together with accrued 
interest thereon) shall become immediately due and payable without 
presentment, demand, protest or other notice of any kind, all of which are 
hereby waived by the Borrower.

     SECTION 6.02.  NOTICE OF DEFAULT.  The Agent shall give notice to the
Borrower under Section 6.01(c) promptly upon being requested to do so by any
Bank and shall thereupon notify all the Banks thereof.  Failure of any Bank to
request or of the Agent to give such notice to the Borrower pursuant to this
Section shall not constitute a waiver of any failure of the Borrower to observe
or perform any of its covenants or agreements hereunder.
     


                                     ARTICLE 7
                                          
                              THE AGENT AND CO-AGENTS

     SECTION 7.01.  APPOINTMENT AND AUTHORIZATION.  Each Bank irrevocably
appoints and authorizes the Agent to take such action as agent on its behalf and
to exercise such powers under this Agreement as are delegated to the Agent by
the 


                                      43
<PAGE>

terms hereof or thereof, together with all such powers as are reasonably
incidental thereto.

     SECTION 7.02.  AGENT AND AFFILIATES.  Morgan Guaranty Trust Company of New
York shall have the same rights and powers under this Agreement as any other
Bank and may exercise or refrain from exercising the same as though it were not
the Agent, and Morgan Guaranty Trust Company of New York and its affiliates may
accept deposits from, lend money to and generally engage in any kind of business
with the Borrower or any Subsidiary or affiliate of the Borrower as if it were
not the Agent.

     SECTION 7.03.  ACTION BY AGENT.  The obligations of the Agent hereunder are
only those expressly set forth herein.  Without limiting the generality of the
foregoing, the Agent shall not be required to take any action with respect to
any Default, except as expressly provided in Article 6.

     SECTION 7.04.  CONSULTATION WITH EXPERTS.  The Agent may consult with legal
counsel (who may be counsel for the Borrower), independent public accountants
and other experts selected by it and shall not be liable for any action taken or
omitted to be taken by it in good faith in accordance with the advice of such
counsel, accountants or experts.

     SECTION 7.05.  LIABILITY OF AGENT.  None of the Agent, its affiliates and
their respective directors, officers, agents and employees shall be liable for
any action taken or not taken by it in connection herewith (i) with the consent
or at the request of the Required Banks (or such different number of Banks as
any provision hereof expressly requires for such consent or request) or (ii) in
the absence of its own gross negligence or willful misconduct.  None of the
Agent, its affiliates and their respective directors, officers, agents and
employees shall be responsible for or have any duty to ascertain, inquire into
or verify (i) any statement, warranty or representation made in connection with
this Agreement or any borrowing hereunder; (ii) the performance or observance of
any of the covenants or agreements of the Borrower; (iii) the satisfaction of
any condition specified in Article 3, except receipt of items required to be
delivered to the Agent; or (iv) the validity, effectiveness or genuineness of
this Agreement, the Notes or any other instrument or writing furnished in
connection herewith.  The Agent shall not incur any liability by acting in
reliance upon any notice, consent, certificate, statement or other writing
(which may be a bank wire, telex, facsimile or similar writing) believed by it
to be genuine or to be signed by the proper party or parties.  Without limiting
the generality of the foregoing, the use of the term "AGENT" in this Agreement
with reference to the Agent is not intended to connote any fiduciary or other
implied (or express) obligations arising under agency 


                                      44
<PAGE>

doctrine of any applicable law.  Instead, such term is used merely as a 
matter of market custom and is intended to create or reflect only an 
administrative relationship between independent contracting parties.

     SECTION 7.06.  INDEMNIFICATION.  The Banks shall, ratably in proportion to
their Credit Exposures, indemnify the Agent, its affiliates and their respective
directors, officers, agents and employees (to the extent not reimbursed by the
Borrower) against any cost, expense (including reasonable counsel fees and
disbursements), claim, demand, action, loss or liability (except such as result
from such indemnitees' gross negligence or willful misconduct) that such
indemnitees may suffer or incur in connection with this Agreement or any action
taken or omitted by such indemnitees hereunder.

     SECTION 7.07.  CREDIT DECISION.  Each Bank acknowledges that it has,
independently and without reliance on the Agent, any Co-Agent or any other Bank,
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 Bank
also acknowledges that it will, independently and without reliance on the Agent
or any other Bank, and based on such documents and information as it shall deem
appropriate at the time, continue to make its own credit decisions in taking or
not taking any action under this Agreement.

     SECTION 7.08.  SUCCESSOR AGENT.  The Agent may resign at any time by giving
notice thereof to the Banks and the Borrower.  Upon any such resignation, the
Required Banks shall have the right to appoint a successor Agent.  If no
successor Agent shall have been so appointed by the Required Banks, and shall
have accepted such appointment, within 30 days after the retiring Agent gives
notice of resignation, then the retiring Agent may, on behalf of the Banks,
appoint a successor Agent, which shall be a commercial bank organized or
licensed under the laws of the United States or of any State thereof and having
a combined capital and surplus of at least $500,000,000.  Upon the acceptance of
its appointment as Agent hereunder by a successor Agent, such successor Agent
shall thereupon succeed to and become vested with all the rights and duties of
the retiring Agent, and the retiring Agent shall be discharged from its duties
and obligations hereunder.  After any retiring Agent resigns as Agent hereunder,
the provisions of this Article shall inure to its benefit as to actions taken or
omitted to be taken by it while it was Agent.

     SECTION 7.09.  AGENT'S FEE.  The Borrower shall pay to the Agent for its 
own account fees in the amounts and at the times previously agreed upon by 
the Borrower and the Agent.

                                      45
<PAGE>

     SECTION 7.10.  CO-AGENTS.  Nothing in this Agreement shall impose any
liability or obligation whatsoever on any Co-Agent acting in such capacity.
     


                                     ARTICLE 8
                                          
                              CHANGE IN CIRCUMSTANCES

     SECTION 8.01.  BASIS FOR DETERMINING INTEREST RATE INADEQUATE OR UNFAIR . 
If on or before the first day of any Interest Period for any CD Loans, 
Euro-Dollar Loans or Money Market LIBOR Loan:

          (a)  the Agent is advised by the Reference Banks that deposits in 
     dollars in the applicable amounts are not being offered to the Reference 
     Banks in the relevant market for such Interest Period, or

          (b)  in the case of CD Loans or Euro-Dollar Loans, Banks having 
     more than 50% in aggregate amount of the Commitments advise the Agent 
     that the Adjusted CD Rate or the London Interbank Offered Rate, as the 
     case may be, as determined by the Agent will not adequately and fairly 
     reflect the cost to such Banks of funding their CD Loans or Euro-Dollar 
     Loans, as the case may be, for such Interest Period,
               
the Agent shall forthwith give notice thereof to the Borrower and the Banks,
whereupon until the Agent notifies the Borrower that the circumstances giving
rise to such suspension no longer exist, (i) the obligations of the Banks to
make CD Loans or Euro-Dollar Loans, as the case may be, or to continue or
convert outstanding Loans as or into CD Loans or Euro-Dollar Loans, as the case
may be, shall be suspended and (ii) each outstanding CD Loan or Euro-Dollar
Loan, as the case may be, shall be converted into a Base Rate Loan on the last
day of the then current Interest Period applicable thereto.  Unless the Borrower
notifies the Agent at least two Domestic Business Days before the date of any
affected Borrowing for which a Notice of Borrowing has previously been given
that it elects not to borrow on such date, (i) if such affected Borrowing is a
CD Borrowing or Euro-Dollar Borrowing, such Borrowing shall instead be made as a
Base Rate Borrowing and (ii) if such affected Borrowing is a Money Market LIBOR
Borrowing, the Money Market LIBOR Loans comprising such Borrowing shall bear
interest for each day from and including the first day to but excluding the last
day of the Interest Period applicable thereto at the Base Rate for such day.


                                      46
<PAGE>

     SECTION 8.02.  ILLEGALITY.  If, on or after the date hereof, the adoption 
of any applicable law, rule or regulation, or any change in any applicable 
law, rule or regulation, or any change in the interpretation or 
administration thereof by any governmental authority, central bank or 
comparable agency charged with the interpretation or administration thereof, 
or compliance by any Bank (or its Euro-Dollar Lending Office) with any 
request or directive (whether or not having the force of law) of any such 
authority, central bank or comparable agency, shall make it unlawful or 
impossible for any Bank (or its Euro-Dollar Lending Office) to make, maintain 
or fund its Euro-Dollar Loans and such Bank shall so notify the Agent, the 
Agent shall forthwith give notice thereof to the other Banks and the 
Borrower, whereupon until such Bank notifies the Borrower and the Agent that 
the circumstances giving rise to such suspension no longer exist, the 
obligation of such Bank to make Euro-Dollar Loans, or to convert outstanding 
Loans into Euro-Dollar Loans or continue outstanding Loans as Euro-Dollar 
Loans, shall be suspended.  Before giving any notice to the Agent pursuant to 
this Section, such Bank shall designate a different Euro-Dollar Lending 
Office if such designation will avoid the need for giving such notice and 
will not, in the judgment of such Bank, be otherwise disadvantageous to such 
Bank.  If such notice is given, each Euro-Dollar Loan of such Bank then 
outstanding shall be converted to a Base Rate Loan either (i) on the last day 
of the then current Interest Period applicable to such Euro-Dollar Loan if 
such Bank may lawfully continue to maintain and fund such Loan as a 
Euro-Dollar Loan to such day or (ii) immediately if such Bank shall determine 
that it may not lawfully continue to maintain and fund such Loan as a 
Euro-Dollar Loan to such day.  Interest and principal on any such Base Rate 
Loan shall be payable on the same dates as, and on a pro rata basis with, the 
interest and principal payable on the related Euro-Dollar Loans of the other 
Banks.

     SECTION 8.03.  INCREASED COST AND REDUCED RETURN.  (a) If on or after (x)
the date hereof, in the case of any Committed Loan or any obligation to make
Committed Loans or (y) the date of the related Money Market Quote, in the case
of any Money Market Loan, the adoption of any applicable law, rule or
regulation, or any change in any applicable law, rule or regulation, or any
change in the interpretation or administration thereof by any governmental
authority, central bank or comparable agency charged with the interpretation or
administration thereof, or compliance by any Bank (or its Applicable Lending
Office) with any request or directive (whether or not having the force of law)
of any such authority, central bank or comparable agency, shall impose, modify
or deem applicable any reserve (including, without limitation, any such
requirement imposed by the Board of Governors of the Federal Reserve System, but
excluding (i) with respect to any CD Loan any such requirement included in an
applicable Domestic Reserve Percentage and (ii) with respect to any Euro-Dollar
Loan any such 


                                      47
<PAGE>

requirement with respect to which such Bank is entitled to compensation 
during the relevant Interest Period under Section 2.15), special deposit, 
insurance assessment (excluding, with respect to any CD Loan, any such 
requirement reflected in an applicable Assessment Rate) or similar 
requirement against assets of, deposits with or for the account of, or credit 
extended by, any Bank (or its Applicable Lending Office) or shall impose on 
any Bank (or its Applicable Lending Office) or on the United States market 
for certificates of deposit or the London interbank market any other 
condition affecting its Fixed Rate Loans, its Note or its obligation to make 
Fixed Rate Loans and the result of any of the foregoing is to increase the 
cost to such Bank (or its Applicable Lending Office) of making or maintaining 
any Fixed Rate Loan, or to reduce the amount of any sum received or 
receivable by such Bank (or its Applicable Lending Office) under this 
Agreement or under its Note with respect thereto, by an amount deemed by such 
Bank to be material, then, within 15 days after demand by such Bank (with a 
copy to the Agent), the Borrower shall pay to such Bank such additional 
amount or amounts as will compensate such Bank for such increased cost or 
reduction.

     (b)  If any Bank shall have determined that, after the date hereof, the
adoption of any applicable law, rule or regulation regarding capital adequacy,
or any change in any such law, rule or regulation, or any change in the
interpretation or administration thereof by any governmental authority, central
bank or comparable agency charged with the interpretation or administration
thereof, or any request or directive regarding capital adequacy (whether or not
having the force of law) of any such authority, central bank or comparable
agency (including any determination by any such authority, central bank or
comparable agency that, for purposes of capital adequacy requirements, the
Commitments hereunder do not constitute commitments with an original maturity of
one year or less), has or would have the effect of reducing the rate of return
on capital of such Bank (or its Parent) as a consequence of such Bank's
obligations hereunder to a level below that which such Bank (or its Parent)
could have achieved but for such adoption, change, request or directive (taking
into consideration its policies with respect to capital adequacy) by an amount
deemed by such Bank to be material, then from time to time, within 15 days after
demand by such Bank (with a copy to the Agent), the Borrower shall pay to such
Bank such additional amount or amounts as will compensate such Bank (or its
Parent) for such reduction.

     (c)  Each Bank will promptly notify the Borrower and the Agent of any event
of which it has knowledge, occurring after the date hereof, which will entitle
such Bank to compensation pursuant to this Section and will designate a
different Applicable Lending Office if such designation will avoid the need for,
or reduce the amount of, such compensation and will not, in the judgment of such
Bank, be otherwise disadvantageous to it.  A certificate of any Bank claiming
compensation under this Section and setting forth the additional amount or


                                      48
<PAGE>

amounts to be paid to it hereunder shall be conclusive in the absence of clearly
demonstrable error.  In determining such amount, such Bank may use any
reasonable averaging and attribution methods.

     (d)  If any Bank fails to give the notice required by subsection 8.03(c)
above within 90 days after it obtains actual knowledge of any event entitling
such Bank to compensation pursuant to this Section 8.03, such Bank shall, with
respect to compensation payable pursuant to this Section 8.03 in respect of any
costs resulting from such event, only be entitled to payment under this Section
8.03 for costs incurred from and after the date 90 days prior to the date that
such Bank does give such notice.

     SECTION 8.04.  TAXES.  (a) For the purposes of this Section, the following
terms have the following meanings:

     "TAXES" means any and all present or future taxes, duties, levies, imposts,
deductions, charges or withholdings with respect to any payment by the Borrower
pursuant to this Agreement or under any Note, and all liabilities with respect
thereto, EXCLUDING (i) in the case of each Bank and the Agent, taxes imposed on
its net income, and franchise or similar taxes imposed on it, by a jurisdiction
under the laws of which it is organized or in which its principal executive
office is located or, in the case of a Bank, in which its Applicable Lending
Office is located and (ii) in the case of each Bank, any United States
withholding tax imposed on such payment, but not excluding any portion of such
tax that exceeds the United States withholding tax which would have been imposed
on such a payment to such Bank under the laws and treaties in effect when such
Bank first becomes a party to this Agreement.

     "OTHER TAXES" means any present or future stamp or documentary taxes and
any other excise or property taxes, or similar charges or levies, which arise
from any payment made pursuant to this Agreement or under any Note or from the
execution, delivery, registration or enforcement of, or otherwise with respect
to, this Agreement or any Note.

     (b)  All payments by the Borrower to or for the account of any Bank or the
Agent hereunder or under any Note shall be made without deduction for any Taxes
or Other Taxes; PROVIDED that, if the Borrower shall be required by law to
deduct any Taxes or Other Taxes from any such payment, (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)
such Bank or the Agent (as the case may be) receives an amount equal to the sum
it would have received had no such deductions been made, (ii) the Borrower shall
make such deductions, (iii) the Borrower shall pay the full amount deducted to
the relevant taxation authority or other authority in accordance with applicable
law and (iv)  the Borrower shall promptly furnish to the Agent, at its address
specified 


                                      49
<PAGE>

in or pursuant to Section 9.01, the original or a certified copy of a receipt 
evidencing payment thereof.     

     (c)  The Borrower agrees to indemnify each Bank and the Agent for the full
amount of Taxes and Other Taxes (including, without limitation, any Taxes or
Other Taxes imposed or asserted by any jurisdiction on amounts payable under
this Section) paid by such Bank or the Agent (as the case may be) and any
liability (including penalties, interest and expenses) arising therefrom or with
respect thereto.  This indemnification shall be paid within 15 days after such
Bank or the Agent (as the case may be) makes demand therefor.  Notwithstanding
this Section 8.04, if a Bank or the Agent receives any notice from the relevant
taxing authority asserting the imposition of any Taxes or Other Taxes or
otherwise becomes aware of any assertion or imposition of Taxes or Other Taxes
and fails to notify the Borrower promptly of such assertion or imposition, the
Borrower shall have no obligation to indemnify such Bank or the Agent for any
penalties, interest or expenses arising from such Taxes or Other Taxes incurred
during the period before such Bank or the Agent so notifies the Borrower and
after such Bank or the Agent receives notification from the relevant taxing
authority or becomes aware of such assertion or imposition. 

     (d)  Each Bank organized under the laws of a jurisdiction outside the
United States, before it signs and delivers this Agreement in the case of each
Bank listed on the signature pages hereof and before it becomes a Bank in the
case of each other Bank, and from time to time thereafter if requested in
writing by the Borrower (but only so long as such Bank remains lawfully able to
do so), shall provide each of the Borrower and the Agent with Internal Revenue
Service form 1001 or 4224, as appropriate, or any successor form prescribed by
the Internal Revenue Service, certifying that such Bank is entitled to benefits
under an income tax treaty to which the United States is a party which exempts
such Bank from United States withholding tax or reduces the rate of withholding
tax on payments of interest for the account of such Bank or certifying that the
income receivable by it pursuant to this Agreement is effectively connected with
the conduct of a trade or business in the United States.

     (e)  For any period with respect to which a Bank has failed to provide the
Borrower or the Agent with the appropriate form referred to in Section 8.04(d)
(unless such failure is due to a change in treaty, law or regulation occurring
after the date on which such form originally was required to be provided), such
Bank shall not be entitled to indemnification under Section 8.04(b) or 8.04(c)
with respect to Taxes imposed by the United States; PROVIDED that if a Bank,
that is otherwise exempt from or subject to a reduced rate of withholding tax,
becomes subject to Taxes because of its failure to deliver a form required
hereunder, the 


                                      50


<PAGE>

Borrower shall furnish such information and documents as such Bank shall 
reasonably request to assist such Bank to recover such Taxes.

     (f)  If the Borrower is required to pay additional amounts to or for the
account of any Bank pursuant to this Section as a result of a change in law or
treaty occurring after such Bank first became a party to this Agreement, then
such Bank will, at the Borrower's request, change the jurisdiction of its
Applicable Lending Office if, in the judgment of such Bank, such change (i) will
eliminate or reduce any such additional payment which may thereafter accrue and
(ii) is not otherwise disadvantageous to such Bank.

     SECTION 8.05.  BASE RATE LOANS SUBSTITUTED FOR AFFECTED FIXED RATE LOANS. 
If (i) the obligation of any Bank to make, or to continue or convert outstanding
Loans as or to, Euro-Dollar Loans has been suspended pursuant to Section 8.02 or
(ii) any Bank has demanded compensation under Section 8.03 or 8.04 with respect
to its CD Loans or Euro-Dollar Loans, and in any such case the Borrower shall,
by at least five Euro-Dollar Business Days' prior notice to such Bank through
the Agent, have elected that the provisions of this Section shall apply to such
Bank, then, unless and until such Bank notifies the Borrower that the
circumstances giving rise to such suspension or demand for compensation no
longer exist, all Loans which would otherwise be made by such Bank as (or
continued as or converted to) CD Loans or Euro-Dollar Loans, as the case may be,
shall instead be Base Rate Loans on which interest and principal shall be
payable contemporaneously with the related CD Loans or Euro-Dollar Loans of the
other Banks.  If such Bank notifies the Borrower that the circumstances giving
rise to such suspension or demand for compensation no longer exist, the
principal amount of each such Base Rate Loan shall be converted into a CD Loan
or Euro-Dollar Loan, as the case may be, on the first day of the next succeeding
Interest Period applicable to any related CD Loans or Euro-Dollar Loans of the
other Banks.

     SECTION 8.06.  SUBSTITUTION OF BANK.  If (i) the obligation of any Bank to
make Euro-Dollar Loans has been suspended pursuant to Section 8.02 or (ii) any
Bank has demanded compensation under Section 8.03 or 8.04, the Borrower shall
have the right, with the assistance of the Agent, to seek a mutually
satisfactory substitute bank or banks (which may be one or more of the Banks) to
purchase the Note and assume the Commitment of such Bank.
     


                                     ARTICLE 9


                                      51
<PAGE>
                                          
                                   MISCELLANEOUS

     SECTION 9.01.  NOTICES.  All notices, requests and other communications to
any party hereunder shall be in writing (including bank wire, telex, facsimile
or similar writing) and shall be given to such party:  (a) in the case of the
Borrower or the Agent, at its address, facsimile number or telex number set
forth on the signature pages hereof, (b) in the case of any Bank, at its
address, facsimile number or telex number set forth in its Administrative
Questionnaire or (c) in the case of any party, at such other address, facsimile
number or telex number as such party may hereafter specify for the purpose by
notice to the Agent and the Borrower.  Each such notice, request or other
communication shall be effective (i) if given by telex, when transmitted to the
telex number referred to in this Section and the appropriate answerback is
received, (ii) if given by facsimile, when transmitted to the facsimile number
referred to in this Section and confirmation of receipt is received, (iii) if
given by mail, 72 hours after such communication is deposited in the mails with
first class postage prepaid, addressed as aforesaid or (iv) if given by any
other means, when delivered at the address referred to in this Section; PROVIDED
that notices to the Agent under Article 2 or Article 8 shall not be effective
until received.

     SECTION 9.02.  NO WAIVERS.  No failure or delay by the Agent or any Bank in
exercising any right, power or privilege hereunder or under any Note shall
operate as a waiver thereof nor shall any single or partial exercise thereof
preclude any other or further exercise thereof or the exercise of any other
right, power or privilege.  The rights and remedies herein provided shall be
cumulative and not exclusive of any rights or remedies provided by law.

     SECTION 9.03.  EXPENSES; INDEMNIFICATION.  (a) The Borrower shall pay (i)
all reasonable out-of-pocket expenses of the Agent, including fees and
disbursements of special counsel for the Agent, in connection with the
preparation and administration of this Agreement, any waiver or consent
hereunder or any amendment hereof or any Default or alleged Default hereunder
and (ii) if an Event of Default occurs, all reasonable out-of-pocket expenses
incurred by the Agent and each Bank, including the fees and disbursements of
counsel, in connection with such Event of Default and collection, bankruptcy,
insolvency and other enforcement proceedings resulting therefrom.

     (b)  The Borrower agrees to indemnify the Agent and each Bank, their
respective affiliates and the respective directors, officers, agents and
employees of the foregoing (each an "INDEMNITEE") and hold each Indemnitee
harmless from and against any and all liabilities, losses, damages, costs and
expenses of any kind, including, without limitation, the reasonable fees and
disbursements of 


                                      52
<PAGE>

counsel, which may be incurred by such Indemnitee in connection with any 
investigative, administrative or judicial proceeding (whether or not such 
Indemnitee shall be designated a party thereto) brought or threatened 
relating to or arising out of this Agreement or any actual or proposed use of 
proceeds of Loans hereunder; PROVIDED that no Indemnitee shall have the right 
to be indemnified hereunder for such Indemnitee's own gross negligence or 
willful misconduct as determined by a court of competent jurisdiction.

     SECTION 9.04.  SET-OFFS.  (a) If (i) an Event of Default has occurred 
and is continuing and (ii) Banks holding more than 50% in aggregate unpaid 
principal amount of the Loans have requested the Agent to declare the Loans 
to be immediately due and payable pursuant to Section 6.01, or the Loans have 
become immediately due and payable without notice as provided in Section 
6.01, then each Bank is hereby authorized by the Borrower at any time and 
from time to time, to the extent permitted by applicable law, without notice 
to the Borrower (any such notice being expressly waived by the Borrower), to 
set off and apply all deposits (general or special, time or demand, 
provisional or final) at any time held and other indebtedness at any time 
owing by such Bank to or for the account of the Borrower against any 
obligations of the Borrower to such Bank now or hereafter existing under this 
Agreement, regardless of whether any such deposit or other obligation is then 
due and payable or is in the same currency or is booked or otherwise payable 
at the same office as the obligation against which it is set off and 
regardless of whether such Bank shall have made any demand for payment under 
this Agreement.  Each Bank agrees promptly to notify the Borrower after any 
such set-off and application made by such Bank; PROVIDED that any failure to 
give such notice shall not affect the validity of such setoff and 
application.  The rights of the Banks under this subsection are in addition 
to any other rights and remedies which the Banks may have.

     (b)  Each Bank agrees that if it shall, by exercising any right of set-off
or counterclaim or otherwise, receive payment of a proportion of the aggregate
amount of principal and interest then due with respect to the Loans held by it
which is greater than the proportion received by any other Bank in respect of
the aggregate amount of principal and interest then due with respect to the
Loans held by such other Bank, the Bank receiving such proportionately greater
payment shall purchase such participations in the Loans held by the other Banks,
and such other adjustments shall be made, as may be required so that all such
payments of principal and interest with respect to the Loans held by the Banks
shall be shared by the Banks pro rata; PROVIDED that nothing in this Section
shall impair the right of any Bank to exercise any right of set-off or
counterclaim it may have and to apply the amount subject to such exercise to the
payment of indebtedness of the Borrower other than its indebtedness in respect
of the Loans.  The Borrower 


                                      53
<PAGE>

agrees, to the fullest extent it may effectively do so under applicable law, 
that any holder of a participation in a Loan, whether or not acquired 
pursuant to the foregoing arrangements, may exercise rights of set-off or 
counterclaim and other rights with respect to such participation as fully as 
if such holder of a participation were a direct creditor of the Borrower in 
the amount of such participation.

     SECTION 9.05.  AMENDMENTS AND WAIVERS.  Any provision of this Agreement or
the Notes may be amended or waived if, but only if, such amendment or waiver is
in writing and is signed by the Borrower and the Required Banks (and, if the
rights or duties of the Agent are affected thereby, by the Agent); PROVIDED that
no such amendment or waiver shall: 

          (a)  unless signed by all the Banks, (i) increase or decrease the 
     Commitment of any Bank (except (x) as contemplated by Section 8.06 and 
     (y) for a ratable decrease in the Commitments of all the Banks) or 
     subject any Bank to any additional obligation, (ii) reduce the principal 
     of or rate of interest on any Loan or any fees hereunder, (iii) postpone 
     the date fixed for any payment of principal of or interest on any Loan 
     or any fees hereunder or for the termination of any Commitment or (iv) 
     change the percentage of the Commitments or of the aggregate unpaid 
     principal amount of the Loans, or the number of Banks, which shall be 
     required for the Banks or any of them to take any action under this 
     Section or any other provision of this Agreement; or 

          (b)  unless signed by a Designated Lender or its Designating Bank, 
     subject such Designated Lender to any additional obligation or affect 
     its rights hereunder (unless the rights of all the Banks hereunder are 
     similarly affected).
               
     SECTION 9.06.  SUCCESSORS; PARTICIPATIONS AND ASSIGNMENTS.  (a) The 
provisions of this Agreement shall be binding upon and inure to the benefit 
of the parties hereto and their respective successors and assigns, except 
that the Borrower may not assign or otherwise transfer any of its rights 
under this Agreement without the prior written consent of all the Banks.

     (b)  Any Bank may at any time grant to one or more banks or other 
institutions (each a "PARTICIPANT") participating interests in its Commitment 
or any or all of its Loans.  If a Bank grants any such participating interest 
to a Participant, whether or not upon notice to the Borrower and the Agent, 
such Bank shall remain responsible for the performance of its obligations 
hereunder, and the Borrower and the Agent shall continue to deal solely and 
directly with such Bank in connection with such Bank's rights and obligations 
under this Agreement. Any 

                                      54
<PAGE>

agreement pursuant to which any Bank may grant such a participating interest
shall provide that such Bank shall retain the sole right and responsibility to
enforce the obligations of the Borrower hereunder including, without limitation,
the right to approve any amendment, modification or waiver of any provision of
this Agreement; PROVIDED that such participation agreement may provide that such
Bank will not agree to any modification, amendment or waiver of this Agreement
described in clause (i), (ii) or (iii) of Section 9.05 without the consent of
the Participant.  An assignment or other transfer which is not permitted by
Section 9.06(c) or 9.06(d) below shall be given effect for purposes of this
Agreement only to the extent of a participating interest granted in accordance
with this subsection.

     (c)  Any Bank may at any time assign to one or more banks or other
institutions (each an "ASSIGNEE") all, or a proportionate part (equivalent to an
initial Commitment of not less than $5,000,000) of all, of its rights and
obligations under this Agreement and its Note, and such Assignee shall assume
such rights and obligations, pursuant to an Assignment and Assumption Agreement
substantially in the form of Exhibit G hereto signed by such Assignee and such
transferor Bank, with (and subject to) the subscribed consent of the Borrower
(which shall not be unreasonably withheld) and the Agent; PROVIDED that (i) if
an Assignee is an affiliate of such transferor Bank or was a Bank immediately
before such assignment, no such consent shall be required but notice of such
assignment shall be promptly provided to the Borrower and (ii) such assignment
may, but need not, include rights of the transferor Bank in respect of
outstanding Money Market Loans.  When such instrument has been signed and
delivered by the parties thereto and such Assignee has paid to such transferor
Bank the purchase price agreed between them, such Assignee shall be a Bank party
to this Agreement and shall have all the rights and obligations of a Bank with a
Commitment as set forth in such instrument of assumption, and the transferor
Bank shall be released from its obligations hereunder to a corresponding extent,
and no further consent or action by any party shall be required.  Upon the
consummation of any assignment pursuant to this subsection, the transferor Bank,
the Agent and the Borrower shall make appropriate arrangements so that, if
required, a new Note is issued to the Assignee.  In connection with any such
assignment, the transferor Bank shall pay to the Agent an administrative fee for
processing such assignment in the amount of $2,500.  If the Assignee is not
incorporated under the laws of the United States or a State thereof, it shall
deliver to the Borrower and the Agent certification as to exemption from
deduction or withholding of United States federal income taxes in accordance
with Section 8.04.


                                      55
<PAGE>

     (d)  Any Bank may at any time assign all or any portion of its rights under
this Agreement and its Note to a Federal Reserve Bank.  No such assignment shall
release the transferor Bank from its obligations hereunder.

     (e)  No Assignee, Participant or other transferee of any Bank's rights and
no Designated Lender designated by any Designating Bank shall be entitled to
receive any greater payment under Section 8.03 or 8.04 than such Bank or
Designating Bank would have been entitled to receive with respect to the rights
transferred, unless such transfer is made with the Borrower's prior written
consent or by reason of the provisions of Section 8.02, 8.03 or 8.04 requiring
such Bank to designate a different Applicable Lending Office under certain
circumstances.

     SECTION 9.07.  DESIGNATED LENDERS.  (a) Subject to the provisions of this
Section 9.07(a), any Bank may from time to time elect to designate an Eligible
Designee to provide all or a portion of the Loans to be made by such Bank
pursuant to this Agreement; PROVIDED that such designation shall not be
effective unless the Borrower and the Agent consent thereto.  When a Bank and
its Eligible Designee shall have signed an agreement substantially in the form
of Exhibit H hereto (a "DESIGNATION AGREEMENT") and the Borrower and the Agent
shall have signed their respective consents thereto, such Eligible Designee
shall become a Designated Lender for purposes of this Agreement.  The
Designating Bank shall thereafter have the right to permit such Designated
Lender to provide all or a portion of the Loans to be made by such Designating
Bank pursuant to Section 2.01 or 2.03, and the making of such Loans or portions
thereof shall satisfy the obligation of the Designating Bank to the same extent,
and as if, such Loans or portion thereof were made by the Designating Bank.  As
to any Loans or portion thereof made by it, each Designated Lender shall have
all the rights that a Bank making such Loans or portion thereof would have had
under this Agreement and otherwise; PROVIDED that (x) its voting rights under
this Agreement shall be exercised solely by the Designating Bank and (y) its
Designating Bank shall remain solely responsible to the other parties hereto for
the performance of its obligations under this Agreement, including its
obligations in respect of the Loans or portion thereof made by it. No additional
Note shall be required to evidence Loans or portions thereof made by a
Designated Lender; and the Designating Bank shall be deemed to hold its Note as
agent for its Designated Lender to the extent of the Loans or portion thereof
funded by such Designated Lender.  Each Designating Bank shall act as
administrative agent for its Designated Lender and give and receive notices and
other communications on its behalf.  Any payments for the account of any
Designated Lender shall be paid to its Designating Bank as administrative agent
for such Designated Lender and neither the Borrower nor the Agent shall be
responsible for any Designating Bank's application of such payments.  In
addition, any Designated Lender may (i) with notice to, but without 


                                      56
<PAGE>

the prior written consent of the Borrower or the Agent, assign all or 
portions of its interest in any Loans to its Designating Bank or to any 
financial institutions consented to by the Borrower and the Agent providing 
liquidity and/or credit facilities to or for the account of such Designated 
Lender to support the funding of Loans or portions thereof made by such 
Designated Lender and (ii) disclose any non-public information relating to 
its Loans or portions thereof to any rating agency, commercial paper dealer 
or provider of any guarantee, surety, credit or liquidity enhancement to such 
Designated Lender; PROVIDED that the recipient shall have agreed to comply 
with the provisions of Section 9.11 hereof.

     (b)  Each party to this Agreement agrees that it will not institute 
against, or join any other person in instituting against, any Designated 
Lender any bankruptcy, reorganization, arrangement, insolvency or liquidation 
proceeding or other proceeding under any federal or state bankruptcy or 
similar law, for one year and a day after all outstanding senior indebtedness 
of such Designated Lender is paid in full.  The Designating Bank for each 
Designated Lender agrees to indemnify, save, and hold harmless each other 
party hereto for any loss, cost, damage and expense arising out of its 
inability to institute any such proceeding against such Designated Lender.  
This Section 9.07(b) shall survive the termination of this Agreement.

     SECTION 9.08.  NO RELIANCE ON MARGIN STOCK.  Each of the Banks 
represents to the Agent and each of the other Banks that it in good faith is 
not relying upon any "margin stock" (as defined in Regulation U) as 
collateral in the extension or maintenance of the credit provided for in this 
Agreement.

     SECTION 9.09.  GOVERNING LAW; SUBMISSION TO JURISDICTION.  This 
Agreement and each Note shall be governed by and construed in accordance with 
the laws of the State of New York.  The Borrower hereby submits to the 
nonexclusive jurisdiction of the United States District Court for the 
Southern District of New York and of any New York State court sitting in New 
York City for purposes of all legal proceedings arising out of or relating to 
this Agreement or the transactions contemplated hereby. 

     SECTION 9.10.  COUNTERPARTS; INTEGRATION; EFFECTIVENESS.  This Agreement 
may be signed in any number of counterparts, each of which shall be an 
original, with the same effect as if the signatures thereto and hereto were 
upon the same instrument.  This Agreement constitutes the entire agreement 
and understanding among the parties hereto and supersedes any and all prior 
agreements and understandings, oral or written, relating to the subject 
matter hereof.  This Agreement shall become effective when the Agent has 
received, from each of the parties listed on the signature pages hereof, a 
counterpart hereof signed by such 

                                      57
<PAGE>

party or facsimile or other written confirmation satisfactory to the Agent 
confirming that such party has signed a counterpart hereof.

     SECTION 9.11.  CONFIDENTIALITY.  The Agent and each Bank agrees to keep 
any information delivered or made available by the Borrower pursuant to this 
Agreement confidential from anyone other than persons employed or retained by 
such Bank who are engaged in evaluating, approving, structuring or 
administering the credit facility contemplated hereby; PROVIDED that nothing 
herein shall prevent any Bank from disclosing such information (a) to any 
other Bank or to the Agent, (b) to any other Person if reasonably incidental 
to the administration of the credit facility contemplated hereby, (c) upon 
the order of any court or administrative agency, (d) upon the request or 
demand of any regulatory agency or authority, (e)  which had been publicly 
disclosed other than as a result of a disclosure by the Agent or any Bank 
prohibited by this Agreement, (f) in connection with any litigation to which 
the Agent, any Bank or its subsidiaries or Parent may be a party, (g) to the 
extent necessary in connection with the exercise of any remedy hereunder, 
(h) to such Bank's or Agent's legal counsel and independent auditors and 
(i) subject to provisions substantially similar to those contained in this 
Section, to any actual or proposed Participant or Assignee.


                                      58


<PAGE>

               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.

                              THOMAS & BETTS CORPORATION


                              By: /s/ Fred R. Jones
                                  ---------------------------------------------
                                 Title:  Vice President - Finance & Treasurer

                                 Address:    8155 T&B Boulevard
                                             Memphis, Tennessee  38125
                                 Facsimile number:  901-252-1354



                              MORGAN GUARANTY TRUST COMPANY OF NEW YORK, as
                                 Agent


                              By: /s/ John M. Mikolay
                                  ---------------------------------------------
                                 Title:  Vice President

                                 Address:    60 Wall Street
                                             New York, NY 10260
                                 Facsimile:  212-648-5014




                              BANK OF AMERICA NATIONAL TRUST
                              AND SAVINGS ASSOCIATION


                              By: /s/ Deirdre B. Doyle
                                  ---------------------------------------------
                                 Title:  Vice President


<PAGE>




                              WACHOVIA BANK, N.A.


                              By: /s/ Charles Dee O'Dell II
                                  ---------------------------------------------
                                 Title:  Senior Vice President



                              ABN AMRO BANK N.V.


                              By: /s/ Patrick Thom
                                  ---------------------------------------------
                                 Title:  Vice President



                              By: /s/ Robert Budnek
                                  ---------------------------------------------
                                 Title:  Vice President




                              THE BANK OF NOVA SCOTIA


                              By: /s/ A.S. Norsworthy
                                  ---------------------------------------------
                                 Title:  Senior Team Leader - 
                                          Loan Operations



                              CIBC INC.


                              By: /s/ Cyd Petre
                                  ---------------------------------------------
                                 Title:  Executive Director 
                                         CIBC Oppenheimer Corp., as Agent




<PAGE>




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


                              By: /s/ Hans-Josef Thiele
                                  ---------------------------------------------
                                 Title:  Director 



                              By: /s/ Belinda J. Wheeler
                                  ---------------------------------------------
                                 Title:  Vice President



                              FIRST UNION NATIONAL BANK


                              By: /s/ Andrew C. Tompkins
                                  ---------------------------------------------
                                 Title:  Vice President



                              SUNTRUST BANK, NASHVILLE, N.A.


                              By: /s/ Bryan W. Ford 
                                  ---------------------------------------------
                                 Title:  Vice President



                              THE NORTHERN TRUST COMPANY


                              By: /s/ Christina L. Jakuc 
                                  ---------------------------------------------
                                 Title:  Second Vice President



<PAGE>




                              BANCA NAZIONALE DEL LAVORO S.P.A.,
                                 NEW YORK BRANCH


                              By: /s/ Leonardo Valentini 
                                  ---------------------------------------------
                                 Title:  First Vice President



                              By: /s/ Miguel J. Medida 
                                  ---------------------------------------------
                                 Title:  Vice President



                              THE BANK OF NEW YORK


                              By: /s/ John V. Yancey 
                                  ---------------------------------------------
                                 Title:  Vice President



                              THE BANK OF TOKYO-MITSUBISHI, LTD.,          
                                 ATLANTA AGENCY


                              By: /s/ William L. Otott Jr. 
                                  ---------------------------------------------
                                 Title:  Vice President



                              FIRST AMERICAN NATIONAL BANK


<PAGE>


                              By: /s/ William R. Stutts 
                                  ---------------------------------------------
                                 Title:  Senior Vice President


<PAGE>


                              KBC BANK N.V.


                              By: /s/ Robert Snauffer 
                                  ---------------------------------------------
                                 Title:  Vice President



                              By: /s/ Marcel Claes 
                                  ---------------------------------------------
                                 Title:  Deputy General Manager 



                              THE SUMITOMO BANK, LTD.


                              By: /s/ Gary Franke 
                                  ---------------------------------------------
                                 Title:  Vice President & Manager



                              UNION PLANTERS NATIONAL BANK


                              By: /s/ Elizabeth Rouse 
                                  ---------------------------------------------
                                 Title:  Vice President


<PAGE>


     
                                 COMMITMENT SCHEDULE

<TABLE>
<CAPTION>

 BANK                                                  COMMITMENT
 <S>                                                   <C>
 Morgan Guaranty Trust Company of New York             $17,200,000

 Bank of America National Trust and Savings            $17,200,000
 Association

 Wachovia Bank, N.A.                                   $17,200,000

 ABN AMRO Bank N.V.                                    $13,200,000

 The Bank of Nova Scotia                               $13,200,000

 CIBC Inc.                                             $13,200,000

 Deutsche Bank AG, New York and/or Cayman Islands      $13,200,000
 Branch

 First Union National Bank                             $13,200,000

 SunTrust Bank, Nashville, N.A.                        $13,200,000

 The Northern Trust Company                            $13,200,000

 Banca Nazionale del Lavoro S.p.A, New York Branch     $  8,000,000

 The Bank of New York                                  $  8,000,000

 The Bank of Tokyo-Mitsubishi, Ltd., Atlanta Agency    $  8,000,000

 First American National Bank                          $  8,000,000

 KBC Bank N.V.                                         $  8,000,000

 The Sumitomo Bank, Ltd.                               $  8,000,000

 Union Planters National Bank                          $  8,000,000
                                                       --------------------
 TOTAL                                                 $200,000,000
</TABLE>

<PAGE>

                                                                     EXHIBIT A


                                         NOTE
                                                       New York, New York
                                                                   , 1998


     For value received, Thomas & Betts Corporation, a Tennessee corporation 
(the "BORROWER"), promises to pay to the order of ___________________________ 
(the "BANK"), for the account of its Applicable Lending Office, the unpaid 
principal amount of each Loan made by the Bank to the Borrower pursuant to 
the Credit Agreement referred to below on the maturity date provided for in 
the Credit Agreement.  The Borrower promises to pay interest on the unpaid 
principal amount of each such Loan on the dates and at the rate or rates 
provided for in the Credit Agreement.  All such payments of principal and 
interest shall be made in lawful money of the United States in Federal or 
other immediately available funds at the office of Morgan Guaranty Trust 
Company of New York, 60 Wall Street, New York, New York.

     All Loans made by the Bank, the respective types and maturities thereof and
all repayments of the principal thereof shall be recorded by the Bank and, if
the Bank so elects in connection with any transfer or enforcement hereof,
appropriate notations to evidence the foregoing information with respect to each
such Loan then outstanding may be endorsed by the Bank on the schedule attached
hereto, or on a continuation of such schedule attached to and made a part
hereof; PROVIDED that the failure of the Bank to make any such recordation or
endorsement shall not affect the obligations of the Borrower hereunder or under
the Credit Agreement to make a payment when due in respect of the Loans
evidenced hereby.

                                 A-1

<PAGE>

     This note is one of the Notes referred to in the 364-Day Credit Agreement
dated as of July 1, 1998 among the Borrower, the banks listed on the signature
pages thereof and Morgan Guaranty Trust Company of New York, as Agent (as the
same may be amended from time to time, the "CREDIT AGREEMENT").  Terms defined
in the Credit Agreement are used herein with the same meanings.  Reference is
made to the Credit Agreement for provisions for the prepayment hereof and the
acceleration of the maturity hereof.


                                   THOMAS & BETTS CORPORATION


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







                                  A-2

<PAGE>


                              Note (cont'd)

                    LOANS AND PAYMENTS OF PRINCIPAL

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                                     A-3


<PAGE>

EXHIBIT B


                     FORM OF MONEY MARKET QUOTE REQUEST

                                                 [Date]

To:  Morgan Guaranty Trust Company of New York
     (the "AGENT")

From:  Thomas & Betts Corporation

Re:  364-Day Credit Agreement (the "CREDIT AGREEMENT") dated as of July 1,
     1998 among the Borrower, the Banks listed on the signature pages
     thereof and the Agent          

     We hereby give notice pursuant to Section 2.03 of the Credit Agreement
that we request Money Market Quotes for the following proposed Money Market
Borrowing(s):

Date of Borrowing:  __________________







                             B-1

<PAGE>

     Principal Amount                 Interest Period(1)
     ----------------                 ------------------

     $
          
               Such Money Market Quotes should offer a Money Market [Margin]
     [Absolute Rate].  [The applicable base rate is the London Interbank Offered
     Rate.]
     
               Terms used herein have the meanings assigned to them in the 
     Credit Agreement.
     
                                                   THOMAS & BETTS CORPORATION
     
     
          
                                                   By:
                                                      ------------------------
                                                      Name:
                                                      Title:





----------
     (1)  Not less than one month (LIBOR Auction) or not less than 7 days 
     (Absolute Rate Auction), subject to the provisions of the definition 
     of Interest Period.  


                                     B-2


<PAGE>

      EXHIBIT C


                FORM OF INVITATION FOR MONEY MARKET QUOTES

To:    [Name of Bank]

Re:  Invitation for Money Market Quotes to Thomas & Betts Corporation
     (the "BORROWER")

     Pursuant to Section 2.03 of the 364-Day Credit Agreement dated as of 
July 1, 1998 among the Borrower, the Banks parties thereto and the 
undersigned, as Agent, we are pleased on behalf of the Borrower to invite you 
to submit Money Market Quotes to the Borrower for the following proposed 
Money Market Borrowing(s):

Date of Borrowing:  __________________


Principal Amount                 Interest Period

$         

     Such Money Market Quotes should offer a Money Market [Margin] [Absolute 
Rate]. [The applicable base rate is the London Interbank Offered Rate.]
     
     Please respond to this invitation by no later than [2:00 P.M.] [9:30 A.M.]
(New York City time) on [date].
     
                                      MORGAN GUARANTY TRUST COMPANY
                                      OF NEW YORK



                                      By:
                                         --------------------------
                                             Authorized Officer

     

                                 C-1

<PAGE>
     
EXHIBIT D



                    FORM OF MONEY MARKET QUOTE

To:       Morgan Guaranty Trust Company of New York, as Agent

Re:  Money Market Quote to Thomas & Betts Corporation (the "BORROWER")

     In response to your invitation on behalf of the Borrower dated
_____________, 19__, we hereby make the following Money Market Quote
on the following terms:

1.   Quoting Bank:  ________________________________

2.   Person to contact at Quoting Bank:
_____________________________

3.   Date of Borrowing: ____________________*

4.   We hereby offer to make Money Market Loan(s) in the following principal 
     amounts, for the following Interest Periods and at the following rates:

Principal      Interest       Money Market
Amount**       Period***      [Margin****] [Absolute Rate*****]

$

$    
[Provided, that the aggregate principal amount of Money Market Loans for which 
the above offers may be accepted shall not exceed $________.]**


__________
*         As specified in the related Invitation.
**        Principal amount bid for each Interest Period may not exceed principal
          amount requested.  Specify aggregate limitation if the sum of the 
          individual offers exceeds the amount the Bank is willing to lend.   
          Bids must be made for $5,000,000 or a larger multiple of $1,000,000.

              (notes continued on following page)




                                  D-1

<PAGE>


              We understand and agree that the offer(s) set forth above,
         subject to the satisfaction of the applicable conditions set
         forth in the 364-Day Credit Agreement dated as of July 1, 1998
         among the Borrower, the Banks listed on the signature pages 
         thereof and yourselves, as Agent, irrevocably obligates us to
         make the Money Market Loan(s) for which any offer(s) are 
         accepted, in whole or in part.

                                  Very truly yours,

                                  [NAME OF BANK]


Dated:                             By:
                                       ----------------------------------
                                              Authorized Officer
    
    
    
__________
    
***    Not less than one month or not less than 7 days, as specified in
       the related Invitation.  No more than five bids are permitted for
       each Interest Period.
    
****   Margin over or under the London Interbank Offered Rate determined
       for the applicable Interest Period.  Specify percentage (to the
       nearest 1/10,000 of 1%) and specify whether "PLUS" or "MINUS".
    
*****  Specify rate of interest per annum (to the nearest 1/10,000th of
       1%).


    
    
                                   D-2

<PAGE>

     
EXHIBIT E-1

 
                                OPINION OF
                    MILBANK, TWEED, HADLEY & MCCLOY
                        SPECIAL NEW YORK COUNSEL
                              FOR BORROWER


                                                     [Effective Date]

Each of the Banks party
to the Credit Agreement
referred to below

Morgan Guaranty Trust Company
of New York, as Agent
60 Wall Street
New York, New York

Ladies and Gentlemen:

     We have acted as special New York counsel to Thomas & Betts Corporation, 
a corporation organized under the laws of Tennessee (the "BORROWER"), in 
connection with the 364-Day Credit Agreement dated as of July 1, 1998 (the 
"CREDIT AGREEMENT") among the Borrower, the lenders named therein and Morgan 
Guaranty Trust Company of New York, as Agent (in such capacity, the "AGENT"), 
providing for loans to be made by said lenders to the Borrower in an 
aggregate principal amount at any time outstanding not exceeding 
$200,000,000. Terms defined in the Credit Agreement are used herein as 
defined therein.  This opinion is being delivered pursuant to Section 3.01(c) 
of the Credit Agreement.

     In rendering the opinions expressed below, we have examined the Credit 
Agreement and the Notes (collectively, the "CREDIT DOCUMENTS") and such 
corporate records of the Borrower and such other documents as we have deemed 
necessary as a basis for the opinions expressed below. In our examination, we 
have assumed the genuineness of all signatures, the authenticity of all 
documents submitted to us as originals and the conformity with authentic 
original documents of all documents submitted to us as copies.  When relevant 
facts were not independently established, we have relied upon representations 
made in or 

                                   E-1-1

<PAGE>


pursuant to the Credit Agreement or certificates of appropriate representatives 
of the Borrower.

     In rendering the opinions expressed below, we have assumed, with respect 
to the Credit Documents, that:

     (i)       such documents have been duly authorized by, have been 
               duly executed and delivered by, and (except, to the 
               extent provided below, as to the Borrower) constitute 
               legal, valid, binding and enforceable obligations of, 
               all of the parties to such documents;

     (ii)      all signatories to such documents have been duly 
               authorized; and

     (iii)     all of the parties to such documents are duly organized
               and validly existing and have the power and authority
               (corporate or other) to execute, deliver and perform 
               such documents.

     Based upon and subject to the foregoing and subject also to the comments 
and qualifications set forth below, and having considered such questions of 
law as we have deemed necessary as a basis for the opinions expressed below, 
we are of the opinion that each Credit Document constitutes a legal, valid 
and binding obligation of the Borrower, enforceable against the Borrower in 
accordance with its terms, except as may be limited by bankruptcy, 
insolvency, reorganization, moratorium or other similar laws relating to or 
affecting the rights of creditors generally and except as the enforceability 
of the Credit Documents is subject to the application of general principles 
of equity (regardless of whether considered in a proceeding in equity or at 
law), including, without limitation, (a) the possible unavailability of 
specific performance, injunctive relief or any other equitable remedy and (b) 
concepts of materiality, reasonableness, good faith and fair dealing.

     The foregoing opinions are subject to the following comments and 
qualifications:

    (A) The enforceability of Section 9.03(b) of the Credit Agreement may be 
limited by laws limiting the enforceability of provisions exculpating or 
exempting a party from, or requiring indemnification of a party for, its own 
action or inaction, to the extent such action or inaction involves gross 
negligence, recklessness or wilful or unlawful conduct.

    (B) The enforceability of provisions in the Credit Agreement to the 
effect that terms may not be waived or modified except in writing may be 
limited under certain circumstances.



                                 E-1-2

<PAGE>

    (C) We express no opinion as to the second sentence of Section 9.09 of 
the Credit Agreement, insofar as such sentence relates to the subject matter 
jurisdiction of the United States District Court for the Southern District of 
New York to adjudicate any controversy related to the Credit Documents.

    The foregoing opinions are limited to matters involving the Federal laws 
of the United States and the law of the State of New York, and we do not 
express any opinion as to the laws of any other jurisdiction.

    This opinion letter is, pursuant to Section 3.01(c) of the Credit 
Agreement, provided to you by us in our capacity as special New York counsel 
to the Borrower and may not be relied upon by any Person for any purpose 
other than in connection with the transactions contemplated by the Credit 
Agreement without, in each instance, our prior written consent.

                    Very truly yours,









                             E-1-3

<PAGE>

   EXHIBIT E-2


           [Letterhead of Thomas & Betts Corporation]


                                                [Effective Date]


Each of the Banks party
to the Credit Agreement
referred to below

Morgan Guaranty Trust Company
of New York, as Agent
60 Wall Street
New York, New York

Ladies and Gentlemen:

     I am Vice President - General Counsel and Secretary of Thomas & Betts 
Corporation, a corporation organized under the laws of Tennessee (the 
"BORROWER"), and I, or attorneys under my supervision, have acted as counsel 
to the Borrower in connection with the 364-Day Credit Agreement dated as of 
July 1, 1998 (the "CREDIT AGREEMENT") among the Borrower, the Banks party 
thereto and Morgan Guaranty Trust Company of New York, in its capacity as 
agent for said Banks (the "AGENT"), providing for, among other things, the 
making of loans by the Banks in an aggregate principal amount up to 
$200,000,000.  All capitalized terms used but not defined herein have the 
respective meanings given to such terms in the Credit Agreement.

     In rendering the opinions expressed below, we have examined such 
corporate records and documents as we have deemed necessary as a basis for 
the opinions expressed below.

     In our examination, we have assumed the genuineness of all signatures, the
authenticity of all documents submitted to us as originals and the conformity
with authentic original documents of all documents submitted to us as copies. 
When relevant facts were not independently established, we have relied upon
statements of governmental officials and upon representations made in or
pursuant to the Credit Agreement and the Notes and certificates of appropriate
representatives of the Borrower.


<PAGE>


          Based upon and subject to the foregoing and subject also to the
comments and qualifications set forth below, and having considered such
questions of law as we have deemed necessary as a basis for the opinions
expressed below, I am of the opinion that:

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

               2.  Each of the Credit Agreement and the Notes has been duly
          authorized, executed and delivered by the Borrower.  The execution,
          delivery and performance by the Borrower of each Credit Document are
          within the Borrower's corporate powers, (i) have been duly authorized
          by all necessary corporate action on the part of the Borrower, (ii)
          require no action by or in respect of, or filing with, any
          governmental body, agency or official (other than as may be required
          of any particular Bank) and (iii) do not contravene or constitute a
          default under (x) any provision of any law or regulation applicable to
          the Borrower, (y) the charter or by-laws of the Borrower or (z) any
          instrument or agreement evidencing or governing Material Debt of the
          Borrower or any of its Significant Subsidiaries known to me or any
          material agreement, judgment, injunction, order, decree or other
          instrument known to me to be binding upon the Borrower, or result in
          the creation or imposition of any Lien on any asset of the Borrower or
          any of its Significant Subsidiaries under any of the foregoing.

               3.  To the best of our knowledge, there is no action, suit or
          proceeding pending against, or threatened against or affecting, the
          Borrower or any of its Significant Subsidiaries before any court or
          arbitrator or any governmental body, agency or official, which could
          reasonably be expected to materially adversely affect the business,
          consolidated financial position or consolidated results of operations
          of the Borrower and its Consolidated Subsidiaries, considered as a
          whole or which in any manner draws into question the validity of the
          Credit Agreement and the Notes.

          The foregoing opinions are limited to matters involving the federal
laws of the United States and the laws of the State of Tennessee, and we do not
express any opinion as to the laws of any other jurisdiction.

          This opinion letter is provided to you pursuant to Section 3.01(c) of
the Credit Agreement, and may not be relied upon by any Person for any purpose


                                 E-2-2
<PAGE>


other than in connection with the transactions contemplated by the Credit
Agreement without, in each instance, my prior written consent.

                           Very truly yours,





                                 E-2-3
<PAGE>

      EXHIBIT F
      

                                 OPINION OF
                   DAVIS POLK & WARDWELL, SPECIAL COUNSEL
                               FOR THE AGENT

                                                  [Effective Date]


To the Banks and the Agent
Referred to Below
c/o Morgan Guaranty Trust Company
of New York, as Agent
60 Wall Street
New York, New York  10260

Dear Sirs:

          We have participated in the preparation of the 364-Day Credit
Agreement (the "CREDIT AGREEMENT") dated as of July 1, 1998 among Thomas & Betts
Corporation, a Tennessee corporation (the "BORROWER"), the banks listed on the
signature pages thereof (the "BANKS") and Morgan Guaranty Trust Company of New
York, as Agent (the "AGENT"), and have acted as special counsel for the Agent
for the purpose of rendering this opinion pursuant to Section 3.01(d) of the
Credit Agreement.  Terms defined in the Credit Agreement are used herein as
therein defined.

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

          Upon the basis of the foregoing, we are of the opinion that the Credit
Agreement constitutes a valid and binding agreement of the Borrower and the
Notes constitute valid and binding obligations of the Borrower, in each case
enforceable in accordance with its terms, except as the same may be limited by
bankruptcy, insolvency or similar laws affecting creditors' rights generally and
by general principles of equity.


                                 F-1
<PAGE>


          We are members of the Bar of the State of New York and the foregoing
opinion is limited to the laws of the State of New York and the federal laws of
the United States of America.  Insofar as the foregoing opinion involves matters
governed by the laws of Tennessee, we have relied, without independent
investigation, upon the opinion of Jerry Kronenberg, a copy of which has been
delivered to you.  In giving the foregoing opinion, we express no opinion as to
the effect (if any) of any law of any jurisdiction (except the State of New
York) in which any Bank is located which limits the rate of interest that such
Bank may charge or collect.

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

                              Very truly yours,


                                    F-2

<PAGE>

     EXHIBIT G
          
          
          ASSIGNMENT AND ASSUMPTION AGREEMENT
          
          
     AGREEMENT dated as of _________, 19__ among [ASSIGNOR] (the
"ASSIGNOR"), [ASSIGNEE] (the "ASSIGNEE") and THOMAS & BETTS CORPORATION (the
"BORROWER").

                              W I T N E S S E T H

     WHEREAS, this Assignment and Assumption Agreement (the "AGREEMENT")
relates to the 364-Day Credit Agreement dated as of July 1, 1998 among the
Borrower, the Assignor and the other Banks party thereto, as Banks, and Morgan
Guaranty Trust Company of New York, as Agent (the "CREDIT AGREEMENT");

     WHEREAS, as provided under the Credit Agreement, the Assignor has a
Commitment to make Loans to the Borrower in an aggregate principal amount at any
time outstanding not to exceed $__________;

     WHEREAS, Committed Loans made to the Borrower by the Assignor under
the Credit Agreement in the aggregate principal amount of $__________ are
outstanding at the date hereof; and

     WHEREAS, the Assignor proposes to assign to the Assignee all of the
rights of the Assignor under the Credit Agreement in respect of a portion of its
Commitment thereunder in an amount equal to $__________ (the "ASSIGNED AMOUNT"),
together with a corresponding portion of its outstanding Committed Loans, and
the Assignee proposes to accept assignment of such rights and assume the
corresponding obligations from the Assignor on such terms;

     NOW, THEREFORE, in consideration of the foregoing and the mutual
agreements contained herein, the parties hereto agree as follows:

     SECTION 1.  DEFINITIONS.  All capitalized terms not otherwise defined
herein shall have the respective meanings set forth in the Credit Agreement.

     SECTION 2.  ASSIGNMENT.  The Assignor hereby assigns and sells to the
Assignee all of the rights of the Assignor under the Credit Agreement to the
extent of the Assigned Amount, and the Assignee hereby accepts such assignment
from the Assignor and assumes all of the obligations of the Assignor under the

<PAGE>

Credit Agreement to the extent of the Assigned Amount, including the purchase
from the Assignor of the corresponding portion of the principal amount of the
Committed Loans made by the Assignor outstanding at the date hereof.  Upon the
execution and delivery hereof by the Assignor, the Assignee, the Borrower and
the Agent and the payment of the amounts specified in Section 3 required to be
paid on the date hereof (i) the Assignee shall, as of the date hereof, succeed
to the rights and be obligated to perform the obligations of a Bank under the
Credit Agreement with a Commitment in an amount equal to the Assigned Amount,
and (ii) the Commitment of the Assignor shall, as of the date hereof, be reduced
by a like amount and the Assignor released from its obligations under the Credit
Agreement to the extent such obligations have been assumed by the Assignee.  The
assignment provided for herein shall be without recourse to the Assignor.

     SECTION 3.  PAYMENTS.  As consideration for the assignment and sale
contemplated in Section 2 hereof, the Assignee shall pay to the Assignor on the
date hereof in Federal funds the amount heretofore agreed between them.(1) It is
understood that commitment and/or facility fees accrued to the date hereof are
for the account of the Assignor and such fees accruing from and including the
date hereof are for the account of the Assignee.  Each of the Assignor and the
Assignee hereby agrees that if it receives any amount under the Credit Agreement
which is for the account of the other party hereto, it shall receive the same
for the account of such other party to the extent of such other party's interest
therein and shall promptly pay the same to such other party.

     [SECTION 4.  CONSENT OF THE BORROWER.  This Agreement is conditioned
upon the consent of the Borrower pursuant to Section 9.06(c) of the Credit
Agreement.  The execution of this Agreement by the Borrower is evidence of this
consent.  Pursuant to Section 9.06(c) the Borrower agrees to execute and deliver
a Note payable to the order of the Assignee to evidence the assignment and
assumption provided for herein.]

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


                                     G-2
<PAGE>

     SECTION 5.  NON-RELIANCE ON ASSIGNOR.  The Assignor makes no
representation or warranty in connection with, and shall have no responsibility
with respect to, the solvency, financial condition, or statements of the
Borrower, or the validity and enforceability of the obligations of the Borrower
in respect of the Credit Agreement or any Note.  The Assignee acknowledges that
it has, independently and without reliance on the Assignor, and based on such
documents and information as it has deemed appropriate, made its own credit
analysis and decision to enter into this Agreement and will continue to be
responsible for making its own independent appraisal of the business, affairs
and financial condition of the Borrower.

     SECTION 6.  GOVERNING LAW.  This Agreement shall be governed by and
construed in accordance with the laws of the State of New York.

     SECTION 7.  COUNTERPARTS.  This Agreement may be signed in any number
of counterparts, each of which shall be an original, with the same effect as if
the signatures thereto and hereto were upon the same instrument.

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

                                  [ASSIGNOR]
                                  
                                  
                                  By:
                                     ------------------------------------------
                                     Name:
                                     Title:
                                  
                                  
                                  [ASSIGNEE]
                                  
                                  
                                  By:
                                     ------------------------------------------
                                     Name:
                                     Title:
                                  
                                  
                                  THOMAS & BETTS CORPORATION
                                  
                                  
                                  By:


                                     G-3
<PAGE>






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













                                     G-4
<PAGE>


                                                                       EXHIBIT H



                              DESIGNATION AGREEMENT

                        dated as of ________________, _____


     Reference is made to the 364-Day Credit Agreement dated as of July 1, 1998
(as amended from time to time, the "CREDIT AGREEMENT") among Thomas & Betts
Corporation, a Tennessee corporation (the "BORROWER"), the banks party thereto
(the "BANKS") and Morgan Guaranty Trust Company of New York, as Agent (the
"AGENT").  Terms defined in the Credit Agreement are used herein with the same
meaning.

     _________________ (the "DESIGNATOR") and ________________ (the "DESIGNEE")
agree as follows:

     1.   The Designator designates the Designee as its Designated Lender under
the Credit Agreement and the Designee accepts such designation.

     2.   The Designator makes no representations or warranties and assumes no
responsibility with respect to the financial condition of the Borrower or the
performance or observance by the Borrower of any of its obligations under the
Credit Agreement or any other instrument or document furnished pursuant thereto.

     3.   The Designee confirms that it is an Eligible Designee; appoints and
authorizes the Designator as its administrative agent and attorney-in-fact and
grants the Designator an irrevocable power of attorney to receive payments made
for the benefit of the Designee under the Credit Agreement and to deliver and
receive all communications and notices under the Credit Agreement, if any, that
the Designee is obligated to deliver or has the right to receive thereunder; and
acknowledges that the Designator retains the sole right and responsibility to
vote under the Credit Agreement, including, without limitation, the right to
approve any amendment or waiver of any provision of the Credit Agreement, and
agrees that the Designee shall be bound by all such votes, approvals, amendments
and waivers and all other agreements of the Designator pursuant to or in
connection with the Credit Agreement, all subject to Section 9.05(b) of the
Credit Agreement.

     4.   The Designee confirms that it has received a copy of the Credit
Agreement, together with copies of the most recent financial statements referred


                                     H-1
<PAGE>

to in Article 4 or delivered pursuant to Article 5 thereof and such other
documents and information as it has deemed appropriate to make its own credit
analysis and decision to enter into this Designation Agreement; agrees that it
will, independently and without reliance upon the Agent, the Designator or any
other Bank and based on such documents and information as it shall deem
appropriate at the time, continue to make its own credit decisions in taking or
not taking any action it may be permitted to take under the Credit Agreement.
The Designee acknowledges that it is subject to and bound by the confidentiality
provisions of the Credit Agreement (except as provided in Section 9.07(a)
thereof).

     5.   Following the execution of this Designation Agreement by the
Designator and the Designee and the consent hereto by the Borrower, it will be
delivered to the Agent for its consent. This Designation Agreement shall become
effective when the Agent consents hereto or on any later date specified on the
signature page hereof.

     6.   Upon the effectiveness hereof, (a) the Designee shall have the right
to make Loans or portions thereof as a Bank pursuant to Section 2.01 or 2.03 of
the Credit Agreement and the rights of a Bank related thereto and (b) the making
of any such Loans or portions thereof by the Designee shall satisfy the
obligations of the Designator under the Credit Agreement to the same extent, and
as if, such Loans or portions thereof were made by the Designator.

     7.   This Designation Agreement shall be governed by, and construed in
accordance with, the laws of the State of New York.

     IN WITNESS WHEREOF, the parties have caused this Designation Agreement to
be executed by their respective officers hereunto duly authorized, as of the
date first above written.

Effective Date (2):______ , ____

                                  [NAME OF DESIGNATOR]


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

-------------------
     (2)    This date should be no earlier than the date of the Agent's consent
hereto.


                                     H-2
<PAGE>


                                  [NAME OF DESIGNEE]


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

The undersigned consent to the foregoing designation.

                                  THOMAS & BETTS CORPORATION


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


                                  MORGAN GUARANTY TRUST COMPANY OF NEW YORK, as
                                    Agent


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


                                     H-3


<PAGE>

                          CROSS-REFERENCE TARGET LIST
                          ---------------------------

     NOTE: DUE TO THE NUMBER OF TARGETS SOME TARGET NAMES MAY NOT APPEAR IN THE
                            TARGET PULL-DOWN LIST.
    (This list is for the use of the wordprocessor only, is not a part of this
                       document and may be discarded.)
<TABLE>
<CAPTION>
ARTICLE/SECTION              TARGET NAME   ARTICLE/SECTION              TARGET NAME   
---------------              -----------   ---------------              -----------   
<S>               <C>                      <C>                 <C>                    
1 . . . . . . . . . . . . . . . .def.art   4.10. . . . . . . . . noreg.rest.sec.bor   
1.01. . . . . . . . . . . . . . .def.sec                                              
1.02. . . . . . . . . .acct.term.def.sec   5 . . . . . . . . . . . . . . .covenants   
1.03. . . . . . . . . . . . type.bor.sec   5.01(c) . . . . . . . . del.fin.statmnts  
                                           5.01(f) . . . . . . . . . copy.regis.bor  
2 . . . . . . . . . . . . . . . cred.art   5.09. . . . . . . . . . . . . . . neg.pl  
2.01. . . . . . . . . . .commit.lend.sec   5.09(g) . . . . . . . . l.ord.course.bor  
2.02(a) . . . . . . . . . . domestic.bor   ? . . . . . . . . . . . . . . l.cash.bor  
2.02(b) . . . . . . . . . .aggregate.bor   5.09(h) . . . . . . . . . l.not.perm.bor  
2.02(c) . . . . . . . .bear.interest.bor                                             
2.02(d) . . . . . . . . . . duration.bor   6 . . . . . . . . . . . . . . . defaults  
2.03. . . . . . . . . . mon.mark.bor.sec   6.01. . . . . . . . . . . events.default  
2.03(a) . . . . . . . . .mon.mark.option                                             
2.03(b) . . . . . . . mon.mark.quote.req   7 . . . . . . . . . . . . . . . .agt.art  
2.03(c) . . . . . . . . . invit.mon.mark   7.01. . . . . . . . . . appt.auth.sec.ag  
2.03(d) . . . . . . . . sub.cont.mon.mar   7.02. . . . . . . . . . agt.affil.sec.ag  
2.03(d)(i). . . . . . . . . . . . . .ebm   7.03. . . . . . . . . . . act.agt.sec.ag  
2.03(d)(ii) . . . . . . . . . . . . .emm   7.04. . . . . . . . . . .cons.exp.sec.ag  
2.03(d)(ii)(C). . . . . . . . . . . .lib   7.05. . . . . . . . . . .liab.agt.sec.ag  
2.03(d)(iii). . . . . . . . . . . . ammr   7.06. . . . . . . . . . . . indem.sec.ag  
2.03(e) . . . . . .terms.not.bor.mon.mar   7.07. . . . . . . . . . .cred.dec.sec.ag  
2.03(f) . . . . . . . . . .accep.not.bor   7.08. . . . . . . . . . . suc.agt.sec.ag  
2.03(g) . . . . . . . . . . .alloc.agent   7.09. . . . . . . . . . . agt.fee.sec.ag  
2.04. . . . . . . not.bank.fund.loan.art                                             
2.04(a) . . . . . . . .after.rec.not.bor   8 . . . . . . . . . . .change.circum.art  
2.04(b) . . . . . . . . . . not.later.12   8.01. . . . . . . . . . det.int.inad.sec  
2.04(c) . . . . . unaud.cons.descrip.bor   8.01(a) . . . . . . . . . . .ad.ref.bank  
2.06. . . . . . . . . . . matur.loan.sec   8.01(b) . . . . . . . . . . . . 50%.more  
2.06(a) . . . . . . . . . each.comm.loan   8.02. . . . . . . . . . . . .illegal.sec  
2.06(b) . . . . . . . .each.mon.mar.loan   8.03. . . . . . . . . . . .incr.cost.sec  
2.07. . . . . . . . . .interest.rate.sec   8.03(a) . . . . . . . . . . .on.aft.date  
2.07(a) . . . . . . . . . . ea.base.rate   8.03(b) . . . . . . . . . . . after.date  
2.07(b) . . . . . . . . . . . ea.cd.loan   8.03(c) . . . . . . . . . . .bank.prompt  
2.07(c) . . . . . . . . . . ea.euro.doll   8.04. . . . . . . . . . . . . .taxes.sec  
2.07(d) . . . . . . . . . . an.over.prin   8.04(a) . . . . . . . . . . . .foll.mean  
2.07(e) . . . . . . . . . .ea.libor.loan   8.04(b) . . . . . . . . . .acct.any.bank  
2.07(f) . . . . . . . . . . .applic.here   8.04(c) . . . . . . . . . . .ind.ea.bank  
2.07(g) . . . . . . . . . . .ea.ref.bank   8.04(d) . . . . . . . . . . juris.out.us  
2.08. . . . . . . . . .meth.elect.ir.sec   8.04(e) . . . . . . . . . fail.prov.form  
2.08(a) . . . . . . . . . .incl.comm.bor   8.04(f) . . . . . . . . . . .pay.add.amt  
2.08(b) . . . . . . . . . . not.ir.elect   8.05. . . . . . . . . . brl.sub.afrl.sec  
2.08(c) . . . . . . . . . . cont.thereof                                             
2.08(d) . . . . . . . . . .not.ent.elect   9 . . . . . . . . . . . . . . . misc.art  
2.08(e) . . . . . . . . . . if.conv.diff   9.01. . . . . . . . . . . . .notices.sec  
2.09. . . . . . . . . . . . . . fees.sec   9.01(a) . . . . . . . . . . .cas.bor.agt  
2.10. . . . . . . . . . . term.reduc.sec   9.01(b) . . . . . . . . . . . . cas.bank  
2.10(a) . . . . . . . .bor.three.dom.day   9.01(c) . . . . . . . . . . . .cas.party  
2.10(b) . . . . . . . . . .com.term.date   9.02. . . . . . . . . . . .no.waiver.sec  
2.11. . . . . . . . . . . opt.prepay.sec   9.03. . . . . . . . . . . .bor.pay.agent  
2.11(a) . . . . . . . . . . . . . firate   9.03(a) . . . . . . . . . . bor.pay.full  
2.11(b) . . . . . . . . . . .one.dom.day   9.03(b) . . . . . . . . . . . .bor.agree  
2.11(c) . . . . . . . . . bor.not.prepay   9.04. . . . . . . . . .share.set.off.sec  
2.12. . . . . . . . . . gen.prov.pay.sec   9.04(a) . . . . . . . . . . . .event.def  
2.12(a) . . . . . . . . . . .pay.prin.12   9.04(b) . . . . . . . . . . .bank.agrees  
2.12(b) . . . . . . . . . . ass.pay.full   9.05. . . . . . . . . amend.and.waiv.sec  
2.13. . . . . . . . . . .fund.losses.sec   9.05(a) . . . . . . . . . . signed.banks  
2.14. . . . . . . . . .comp.int.fees.sec   9.05(b) . . . . . . . .signed.desig.lend  
2.05. . . . . . . . . . . . . .notes.sec   9.06. . . . . . . . succ.part.assign.sec  
2.05(a) . . . . . . . . . . . .sing.note   9.06(a) . . . . . . . . . . . .prov.bind  
2.05(b) . . . . . . . . . . . . sep.note   9.06(b) . . . . . . . . . . . .part.intr  
2.05(c) . . . . . . . . . . note.to.bank   9.06(c) . . . . . . . . bank.assign.bank  
2.15. . . . . . . . . . . . . reg.d.comp   9.06(d) . . . . . . .bank.portion.rights  
? . . . . . . . . . .opt.increase.commit   9.06(e) . . . . . . . . . . .no.entitled  
                                           9.07. . . . . . . . . . . . . desig.lend  
3 . . . . . . . . . . . . . . conditions   9.07(a) . . . . . . . . . . .elect.desig  
3.01. . . . . . . . . . . .effectiveness   9.07(b) . . . . . . . . not.inst.against  
3.01(a) . . . . . . . . . . . . .rec.eff   9.08. . . . . . . . . . . no.rel.mar.stk  
                                           9.09. . . . . . . . . . . . .gov.law.sec  
4 . . . . . . . . . . . . . . .reps.wars   9.10. . . . . . . . . counter.effect.sec  
                                           9.11. . . . . . . . . . .confidentiality 
                                           ? . . . . . . . . . . . . .waiv.jury.sec 
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
ARTICLE/SECTION              TARGET NAME   ARTICLE/SECTION              TARGET NAME   
---------------              -----------   ---------------              -----------   
<S>               <C>                      <C>                 <C>                    



<CAPTION>
ARTICLE/SECTION              TARGET NAME   ARTICLE/SECTION              TARGET NAME   
---------------              -----------   ---------------              -----------   
<S>               <C>                      <C>                 <C>                    
</TABLE>


                                      H-2