<PAGE> 1

EXHIBIT 10



          REVOLVING CREDIT, COMPETITIVE ADVANCE AND MULTICURRENCY FACILITY
AGREEMENT, dated as of June 16, 1997, among FEDERAL-MOGUL CORPORATION, a
Michigan corporation (the "Company"), each FOREIGN SUBSIDIARY BORROWER (as
hereinafter defined) (together with the Company, the "Borrowers"), the 
Co-Agents named on the signature pages hereof (the "Co-Agents"), the several
banks and other financial institutions from time to time parties hereto (the
"Lenders") and THE CHASE MANHATTAN BANK, a New York banking corporation (as
hereinafter defined, the "Administrative Agent"), as administrative agent for
the Lenders hereunder.


                           W I T N E S S E T H :


          WHEREAS, the Company is party to the Revolving Credit and
Competitive Advance Facility Agreement, dated as of June 30, 1994, as amended
(the "Existing Domestic Credit Agreement") with the several banks and other
financial institutions party thereto, the Co-Agents named therein and The
Chase Manhattan Bank (f/k/a Chemical Bank), as the administrative agent; 

          WHEREAS, the Company and certain of its Subsidiaries are parties to
the Credit Agreement, dated as of September 14, 1994, as amended (the
"Existing Multicurrency Credit Agreement") with the several banks and other
financial institutions party thereto and Union Bank of Switzerland, as agent;
and

          WHEREAS, the Company has requested the Lenders to establish the
credit facility provided for herein (the "Facility") to refinance the Existing
Domestic Credit Agreement and the Existing Multicurrency Credit Agreement, to
pay the fees incurred by the Borrowers in connection with this Agreement and
for other general corporate purposes of the Borrowers and their Subsidiaries,
including investments and acquisitions to the extent permitted hereunder;

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


          SECTION 1. DEFINITIONS

          1.1  Defined Terms.  As used in this Agreement, the following terms
shall have the following meanings:

          "Accumulated Funding Deficiency":  any accumulated funding
deficiency  within the meaning of Section 412 of the Code or Section 302
of ERISA.

          "Adjusted Aggregate Committed Outstandings":  with respect to each
Lender, the Aggregate Committed Outstandings of such Lender, plus the amount
of any participating interests purchased by such Lender pursuant to subsection
14.8, minus the amount of any participating interests sold by such Lender
pursuant to subsection 14.8.

          "Administrative Agent":  Chase, together with its affiliates, as
arranger of the Commitments and as administrative agent for the Lenders under
this Agreement or any successor thereto appointed pursuant to subsection 13.9.



<PAGE> 2

          "Affiliate":  of any Person, shall mean any Person that, directly
or indirectly, controls or is controlled by or is under common control with
such Person.  For the purposes of this definition, "control" (including, with
correlative meanings, the terms "controlled by" and "under common control
with"), as used with respect to any Person, shall mean the possession,
directly or indirectly, of the power to direct or cause the direction of the
management and policies of such Person, whether through the ownership of
voting securities or by contract or otherwise.

          "Aggregate Available Multicurrency Commitments":  as at any date of
determination with respect to all Multicurrency Lenders, an amount in U.S.
Dollars equal to the Available Multicurrency Commitments of all Multicurrency
Lenders on such date.

          "Aggregate Available Revolving Credit Commitments":  as at any date
of determination with respect to all Lenders, an amount in U.S. Dollars equal
to the Available Revolving Credit Commitments of all Lenders on such date.

          "Aggregate Committed Outstandings":  as at any date of
determination with respect to any Lender, an amount in U.S. Dollars equal to
the sum of (a) the Aggregate Revolving Credit Outstandings of such Lender on
such date, (b) the U.S. Dollar Equivalent of the Aggregate Multicurrency
Outstandings of such Lender on such date and (c)
the U.S. Dollar Equivalent of the Aggregate Local Currency Outstandings of
such Lender on such date.

          "Aggregate Local Currency Outstandings": as at any date of
determination with respect to any Lender, an amount in the applicable Local
Currencies equal to the aggregate unpaid principal amount of such Lender's
Local Currency Loans.

          "Aggregate Multicurrency Outstandings":  as at any date of
determination with respect to any Lender, an amount in the applicable
Available Foreign Currencies equal to the aggregate unpaid principal amount of
such Lender's Multicurrency Loans.

          "Aggregate Revolving Credit Commitments":  the aggregate amount of
the Revolving Credit Commitments of all of the Lenders.

          "Aggregate Revolving Credit Outstandings":  as at any date of
determination with respect to any Lender, the aggregate unpaid principal
amount of such Lender's Revolving Credit Loans on such date.

          "Aggregate Total Outstandings":  as at any date of determination
with respect to any Lender, an amount in U.S. Dollars equal to the sum of (a)
the Aggregate Revolving Credit Outstandings of such Lender on such date, (b)
the aggregate unpaid principal amount of such Lender's CAF Advances on such
date, (c) the U.S. Dollar Equivalent of the Aggregate Multicurrency
Outstandings of such Lender on such date and (d)
the U.S. Dollar Equivalent of the Aggregate Local Currency Outstandings of
such Lender on such date.

          "Agreement":  this Revolving Credit, Competitive Advance and
Multicurrency Facility Agreement, as the same may be amended, supplemented or
otherwise modified from time to time.

          "Agreement Currency":  as defined in subsection 14.18(b).

          "Applicable Margin":  for each day and each Multicurrency Loan or
Eurodollar Loan, the rate per annum set forth below opposite the applicable
S&P Bond Rating and Moody's Bond Rating:




<PAGE> 3
          Bond Rating                            Applicable
          (S&P/Moody's)               Level         Margin

          BBB-/Baa3 or higher          I            .3000%
          BB+/Ba1                      II           .4250%
          BB/Ba2                       III          .5000%
          BB-/Ba3 or lower             IV           .6250%

provided that if the ratings of such rating agencies do not fall within
the same Level, the Applicable Margin applicable to such day will be (a)
if the lower rating is one Level lower than the higher rating, the rate
opposite such lower Level, and (b) if the lower rating is two or more Levels
lower than the higher rating, the rate opposite the next higher Level from
such lower Level, provided, further, that in the event a rating is not
available from either rating agency, such rating agency will be deemed to 
have assigned its lowest rating.

          "Assignee":  as defined in subsection 14.6(c).

          "Available Foreign Currencies":  Deutsche Marks, Pounds Sterling,
French Francs, Italian Lira, Australian Dollars and any other available and
freely-convertible non-U.S. Dollar currency selected by the Company and
approved by the Administrative Agent and the Majority Multicurrency Lenders.

          "Available Multicurrency Commitment":  as at any date of
determination with respect to any Multicurrency Lender (after giving effect to
the making and payment of any Revolving Credit Loans required on such date
pursuant to subsection 2.5), an amount in U.S. Dollars equal to the lesser of
(a) the excess, if any, of (i) such Multicurrency
Lender's Multicurrency Commitment in effect on such date over (ii) the U.S.
Dollar Equivalent of the Aggregate Multicurrency Outstandings of such
Multicurrency Lender on such date and (b) the excess, if any, of (i) the
amount of such Lender's Revolving Credit Commitment in effect on such date
over (ii) the Aggregate Committed Outstandings of such Lender on such date.

          "Available Revolving Credit Commitment":  as at any date of
determination with respect to any Lender (after giving effect to the making
and payment of any Revolving Credit Loans required on such date pursuant to
subsection 2.5), an amount in U.S. Dollars equal to the excess, if any, of (a)
the amount of such Lender's Revolving Credit Commitment in effect on such date
over (b) the Aggregate Committed Outstandings of such Lender on such date.

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

          "Base Rate Loans":  Revolving Credit Loans the rate of interest
applicable to which is based upon the Base Rate.

          "Benefitted Lender":  as defined in subsection 14.7.

          "Board":  the Board of Governors of the Federal Reserve System (or
any successor thereto).

          "Borrowers":  as defined in the preamble hereto.

<PAGE> 4   

          "Borrowing Date":  any Business Day specified in a notice pursuant
to subsection 2.3, 3.2 or 4.3 as a date on which a Borrower requests the
Lenders to make Loans hereunder or, with respect to Local Currency Loans, the
date on which a Local Currency Borrower requests Local Currency Lenders to
make Local Currency Loans to such Local Currency Borrower pursuant to the
Local Currency Facility to which such Local Currency Borrower and Local
Currency Lenders are parties.

          "Business":  as defined in subsection 7.16.

          "Business Day":  (a) when such term is used in respect of a day on
which a Loan denominated in an Available Foreign Currency or Local Currency is
to be made, a payment is to be made in respect of such Loan, an Exchange Rate
is to be set in respect of such Available Foreign Currency or Local Currency
or any other dealing in such Available Foreign Currency or Local Currency is
to be carried out pursuant to this Agreement, such term shall mean a London
Banking Day which is also a day on which banks are open for general banking
business in the city which is the principal financial center of the country of
issuance of such Available Foreign Currency or Local Currency, (b) when such
term is used to describe a day on which a borrowing, payment or interest rate
determination is to be made in respect of a Eurodollar Loan or a LIBO Rate CAF
Advance, such day shall be a London Banking Day and (c) when such term is used
in any context in this Agreement (including as described in the foregoing
clauses (a) and (b)), such term shall mean a day which, in addition
to complying with any applicable requirements set forth in the foregoing
clause (a) and (b), is a day other than a Saturday, Sunday or other day on
which commercial banks in New York City are authorized or required by law to
close.

          "CAF Advance":  each CAF Advance made pursuant to subsection 3.1.

          "CAF Advance Availability Period":  the period from and including
the Closing Date until the date which is 14 days prior to the Revolving Credit
Termination Date.

          "CAF Advance Confirmation":  each confirmation by the Company of
its acceptance of CAF Advance Offers, which confirmation shall be
substantially in the form of Exhibit D and shall be delivered to the
Administrative Agent by facsimile transmission.

          "CAF Advance Interest Payment Date":  as to each CAF Advance, each
interest payment date specified by the Company for such CAF Advance in the
related CAF Advance Request.

          "CAF Advance Maturity Date":  as to any CAF Advance, the date
specified by the Company pursuant to subsection 3.2(a) in its related CAF
Advance Request.

          "CAF Advance Note":  as defined in subsection 3.3(g). 

          "CAF Advance Offer":  each offer by a Lender to make CAF Advances
pursuant to a CAF Advance Request, which offer shall contain the information
specified in Exhibit C and shall be delivered to the Administrative Agent by
telephone, immediately confirmed by facsimile transmission.

          "CAF Advance Request":  each request by the Company for Lenders to
submit bids to make CAF Advances, which request shall contain the information
in respect of such requested CAF Advances specified in Exhibit B and shall be
delivered to the Administrative Agent in writing, by facsimile transmission,
or by telephone, immediately confirmed by facsimile transmission.

          "Capital Expenditures":  all expenditures of the Company and its
Subsidiaries on a consolidated basis for any fixed assets or improvements, or
for replacements, substitutions or additions thereto, which have a useful life

<PAGE> 5

of more than one year, including, but not limited to, the direct or indirect
acquisition of such assets by way of increased product or service charges,
offset items or otherwise, including all expenditures under capital leases,
all determined in accordance with GAAP.

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

          "Cash Flow Coverage":  for any period, the ratio of (a) EBITDA less
Capital Expenditures, divided by (b) (i) Interest Expenses plus (ii) dividends
paid on any class of the Company's Capital Stock, in each case determined for
such period.

          "Change of Control":  (a) any "person" or "group" within the
meaning of Sections 13(d) and 14(d)(2) of the Securities Exchange Act of
1934, as amended, shall become the "beneficial owner" (as defined in Rule 
13d-3 under the Securities Exchange Act of 1934, as amended) of more than 50%
of the then outstanding voting stock of the Company other than in a
transaction having the approval of the board of directors of the Company at
least a majority of which members are Continuing Directors or (b) Continuing
Directors shall cease to constitute at least a majority of the directors
constituting the board of directors of the Company.

          "Chase":  The Chase Manhattan Bank, a New York banking corporation.

          "Closing Date":  the date on which the conditions precedent set
forth in subsection 8.1 are satisfied.

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

          "Commitments":  the collective reference to the Revolving Credit
Commitments and the Multicurrency Commitments.

          "Committed Outstandings Percentage":   on any date with respect to
any Lender, the percentage which the Adjusted Aggregate Committed Outstandings
of such Lender constitutes of the Adjusted Aggregate Committed Outstandings of
all Lenders.

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

          "Company":  as defined in the preamble hereto.

          "Company Guaranty:  the guarantee contained in Section 11.

          "Consolidated Net Worth":  at any date, shareholders equity
(including, but not limited to, Capital Stock, additional paid-in capital and
retained earnings after deducting treasury stock and unearned compensation) of
the Company and its Subsidiaries on a consolidated basis as at such date
determined in accordance with GAAP; provided, that Consolidated Net Worth
shall not reflect any additions or deductions resulting from foreign currency
translation gains or losses.

          "Continuing Directors":  the collective reference to (a) all
members of the board of directors of the Company who have held office
continually since the date hereof, and (b) all members of the board of
directors of the Company who were elected as directors after the date hereof
and whose nomination for election by the Company's shareholders was approved
by a vote of at least 50% of the Continuing Directors.

<PAGE> 6

          "Contractual Obligation":  as to any Person, any provision of any
security issued by such Person or of any agreement, instrument or other
undertaking to which such Person is a party or by which it or any of its
property is bound.

          "Conversion Date":  any date on which either (a) an Event of
Default under Section 12(f) has occurred or (b) the Commitments shall have
been terminated and/or the Loans shall have been declared immediately due and
payable pursuant to Section 12.

          "Conversion Sharing Percentage":  on any date with respect to any
Lender and any Loans of such Lender outstanding in any currency other than
U.S. Dollars, the percentage of such Loans such that, after giving effect to
the conversion of such Loans to U.S. Dollars and the purchase and sale by such
Lender of participating interests as contemplated by subsection 14.8, the
Committed Outstandings Percentage of such Lender will equal such Lender's
Revolving Credit Commitment Percentage on such date (calculated immediately
prior to giving effect to any termination or expiration of the Revolving
Credit Commitments on the Conversion Date).
     
          "Converted Loans:  as defined in subsection 14.8(a).

          "Debt Ratio":  as of the last day of any fiscal quarter, the ratio
of (i) Total Debt to (ii) EBITDA for the four consecutive fiscal quarters
ended on such date provided that EBITDA for the four consecutive fiscal
quarters ending on September 30, 1997 shall be determined by multiplying
EBITDA for the period commencing January 1, 1997 and ending as of the end of
such fiscal period by 4/3.

          "Default":  any of the events specified in Section 12 whether or
not any requirement for the giving of notice, the lapse of time, or both, or
any other condition has been satisfied.

          "Dollars", "U.S. Dollars" and "$":  dollars in lawful currency of
the United States of America.

          "Domestic Reference Lenders":  Chase, Bank of America National
Trust and Savings Association and The Bank of New York.

          "EBITDA":  for any period, the sum of (a) the consolidated net
income (or loss) of the Company and its Subsidiaries for such period before
deduction of income and franchise taxes and depreciation, determined in
conformity with GAAP, but excluding the income of any Person (other than
Subsidiaries of the Company) in which the Company or any of its Subsidiaries
has an ownership interest, until such income has been received by the Company
or a Subsidiary in a cash distribution, plus (b) any Interest Expenses
reported during such period, plus (c) amortization of Intangible Assets
deducted in determining net income for such period.

          "Environmental Laws":  any and all foreign, Federal, state, local
or municipal, laws, rules, orders, regulations, statutes, ordinances, codes,
decrees, requirements of any Governmental Authority or other Requirements of
Law (including common law) regulating, relating to or imposing liability or
standards of conduct concerning protection of human health or the environment,
as now or may at any time hereafter be in effect.

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

          "Eurocurrency Base Rate":  (a) with respect to each Interest Period
pertaining to a Multicurrency Loan denominated in any currency other than
Pounds Sterling, the rate per annum determined by the Administrative Agent to
be the offered rate for deposits in such currency with a term comparable to
such Interest Period that appears on the applicable Telerate Page at
approximately 11:00 A.M., London time, two Business Days prior to the

<PAGE> 7

beginning of such Interest Period; provided, however, that if at any time for
any reason such offered rate for any such currency does not appear on a
Telerate Page, "Eurocurrency Base Rate" shall mean, with respect to each day
during each Interest Period pertaining to a Multicurrency Loan denominated in
such currency, the rate per annum equal to the average (rounded upward to the
nearest 1/16th of 1%) of the respective rates notified to the Administrative
Agent by each of the Multicurrency Reference Lenders as the rate at which such
Multicurrency Reference Lender is offered deposits in such currency at or
about 11:00 A.M., London time, two Business Days prior to the beginning of
such Interest Period in the London interbank market for delivery on the first
day of such Interest Period for the number of days comprised therein; and (b)
with respect to each day during each Interest Period pertaining to a
Multicurrency Loan denominated in Pounds Sterling, the rate per annum equal to
the average (rounded upward to the nearest 1/16th of 1%) of the respective
rates notified to the Administrative Agent by each of the Multicurrency
Reference Lenders as the rate at which such Multicurrency Reference Lender is
offered deposits in Pounds Sterling at or about 11:00 A.M., London time, two
Business Days prior to the beginning of such Interest Period in the Paris
interbank market for delivery on the first day of such Interest Period for the
number of days comprised therein.

          "Eurocurrency Rate":  with respect to each day during each Interest
Period pertaining to a Multicurrency Loan, a rate per annum determined for
such day in accordance with the following formula (rounded upward to the
nearest 1/100th of 1%):

                       Eurocurrency Base Rate          
             1.00 - Eurocurrency Reserve Requirements
 
          "Eurocurrency Reserve Requirements":  for any day as applied to a
Eurodollar Loan or a Multicurrency Loan, the aggregate (without duplication)
of the rates (expressed as a decimal fraction) of reserve requirements in
effect on such day (including, without limitation, basic, supplemental,
marginal and emergency reserves) under any regulations of the Board of
Governors of the Federal Reserve System or other Governmental Authority having
jurisdiction with respect thereto dealing with reserve requirements prescribed
for eurocurrency funding (currently referred to as "Eurocurrency Liabilities"
in Regulation D of such Board) maintained by a member bank of such System.

          "Eurodollar Base Rate":  with respect to each day during each
Interest Period pertaining to a Eurodollar Loan, the rate per annum equal to
the average (rounded upward to the nearest 1/16th of 1%) of the respective
rates notified to the Administrative Agent by each of the Domestic Reference
Lenders as the rate at which such Domestic Reference Lender is offered Dollar
deposits at or about 11:00 A.M., London time, two Business Days prior to the
beginning of such Interest Period in the London interbank market for delivery
on the first day of such Interest Period for the number of days comprised
therein.

          "Eurodollar Loans":  Revolving Credit Loans the rate of interest
applicable to which is based upon the Eurodollar Rate.

             "Eurodollar Rate":  with respect to each day during each Interest
Period pertaining to a Eurodollar Loan, a rate per annum determined for such
day in accordance with the following formula (rounded upward to the
nearest 1/100th of 1%):

                       Eurodollar Base Rate
             1.00 - Eurocurrency Reserve Requirements
          
          "Event of Default":  any of the events specified in Section 12,
provided that all requirements for the giving of notice, the lapse of time, or
both, or any other condition, have been satisfied.

<PAGE> 8

          "Exchange Rate":  with respect to any non-U.S. Dollar currency on
any date, the rate at which such currency may be exchanged into U.S. Dollars,
as set forth on such date on the relevant Reuters currency page at or about
11:00 A.M., London time, on such date.  In the event that such rate does not
appear on any Reuters currency page, the "Exchange Rate" with respect to such
non-U.S. Dollar currency shall be determined by reference to such other
publicly available service for displaying exchange rates as may be agreed upon
by the Administrative Agent and the Company or, in the absence of such
agreement, such "Exchange Rate" shall instead be the Administrative Agent's
spot rate of exchange in the interbank market where its foreign currency
exchange operations in respect of such non-U.S. Dollar currency are then being
conducted, at or about 10:00 A.M., local time, on such date for the purchase
of U.S. Dollars with such non-U.S. Dollar currency, for delivery two Business
Days later; provided, that if at the time of any such determination, no such
spot rate can reasonably be quoted, the Administrative Agent may use any
reasonable method as it deems applicable to determine such rate, and such
determination shall be conclusive absent manifest error.

          "Existing Domestic Credit Agreement":  as defined in the recitals
hereto.

          "Existing Multicurrency Credit Agreement":  as defined in the
second recital hereto.

          "Existing Plan":  any Plan existing on the date of this Agreement
without giving effect to any amendment thereof made after the date of this
Agreement.

          "Facility":  as defined in the third recital hereto.

          "Federal Funds Effective Rate":  for any day, the weighted average
of the rates per annum on overnight federal funds transactions with members of
the Federal Reserve System arranged by federal funds brokers, as published on
the next succeeding Business Day by the Federal Reserve Bank of New York, or,
if such rate is not so published for any day which is a Business Day, the
average of the quotations for the day of such transactions received by the
Administrative Agent from three federal funds brokers of recognized standing
selected by it, in each case rounded up to the nearest 1/100th of 1%.

          "Fixed Rate CAF Advance":  any CAF Advance made pursuant to a Fixed
Rate CAF Advance Request.

          "Fixed Rate CAF Advance Request":  any CAF Advance Request
requesting the Lenders to offer to make CAF Advances at a fixed rate (as
opposed to a rate composed of the LIBO Rate plus (or minus) a margin).

          "Foreign Subsidiary Borrower":  each Subsidiary of the Company
organized under the laws of a jurisdiction outside the United States listed as
a Foreign Subsidiary Borrower in Schedule II as amended from time to time in
accordance with subsection 14.1(b).

          "Foreign Subsidiary Opinion":  with respect to any Foreign
Subsidiary Borrower, a legal opinion of counsel to such Foreign Subsidiary
Borrower addressed to the Administrative Agent and the Lenders concluding that
such Foreign Subsidiary Borrower and the Loan Documents to which it is a party
substantially comply with the matters listed on Exhibit I, with such
assumptions, qualifications and deviations therefrom as the Administrative
Agent shall approve (such approval not to be unreasonably withheld).

          "Funded Debt":  all Indebtedness of the Company and its
Subsidiaries on a consolidated basis maturing one year or more after
incurrence thereof or matures within one year from the date on which it was
created, but is renewable or extendible under terms such that under GAAP such
Indebtedness would be treated as long-term indebtedness.

<PAGE> 9

          "Funding Commitment Percentage":  as at any date of determination
(after giving effect to the making and payment of any Loans made on such
date pursuant to subsection 2.5), with respect to any Lender, that percentage
which the Available Revolving Credit Commitment of such Lender then
constitutes of the Aggregate Available Revolving Credit Commitments.

          "GAAP":  generally accepted accounting principles in the United
States of America in effect from time to time; provided, that if at any time
after the Closing Date there shall occur any change in respect of such
generally accepted accounting principles from those used in the preparation of
the audited financial statements referred to in subsection 7.1 in a manner
which would have a material effect on any matter which is material to Section
10, the Company and the Administrative Agent will, within five Business Days
of a notice from the Administrative Agent or the Company, as the case may be,
to that effect, commence, and continue in good faith, negotiations with a view
towards making appropriate amendments to the provisions hereof acceptable to
the Required Lenders, to reflect as nearly as possible the effect of the
provisions of Section 10 as in effect on the date hereof.

          "Governmental Authority":  any nation or government, any state, or
other political subdivision thereof and any entity exercising executive,
legislative, judicial, regulatory or administrative functions of or pertaining
to government.

          "Guaranty":  any guaranty by any Person of Indebtedness or other
obligations of any other Person that is not a consolidated subsidiary of
such Person or any assurance with respect to the financial condition of any
other Person that is not a consolidated subsidiary of such Person (including,
without limitation, any purchase or repurchase agreement, any indemnity or any
keep-well, take-or-pay, through-put or other arrangement having the effect of
assuring or holding harmless any third Person against loss with respect to any
Indebtedness or other obligation of such other Person) except endorsements of
negotiable instruments for collection in the ordinary course of business.

          "Indebtedness":  with respect to any Person, (a) all indebtedness
of such Person which in accordance with GAAP would be shown as a liability on
the balance sheet of such Person and (b) obligations under leases which, in
accordance with GAAP, are to be recorded as capital leases; provided, however,
that the term "Indebtedness" shall not include short-term obligations payable
to suppliers incurred in the ordinary course of business or indebtedness
incurred by a special purpose, wholly-owned Subsidiary of the Company that
purchases accounts receivable from the Company and its other Subsidiaries to
the extent that such indebtedness is nonrecourse to the Company and each such
other Subsidiary and is not required under GAAP to be reflected on the
consolidated balance sheet of the Company. 

          "Insolvency":  with respect to any Multiemployer Plan, the
condition that such Plan is insolvent within the meaning of Section 4245
of ERISA.

          "Insolvent":  pertaining to a condition of Insolvency.

          "Intangible Assets":  assets having no physical existence and that,
in conformity with GAAP, should be classified as intangible assets, including,
without limitation, patents, patent rights, trademarks, trade names,
copyrights, franchises, licenses, customer lists, organizational expenses and
goodwill.

          "Intellectual Property":  as defined in subsection 7.9.

          "Interest Expenses":  with respect to any period, the aggregate of
all interest expense reported by the Company and its Subsidiaries in
accordance with GAAP during such period.  As used in this definition, the term
"interest" shall include, without limitation, all interest, fees and costs

<PAGE> 10

payable with respect to the obligations under this Agreement (other than fees
and costs which may be capitalized as transaction costs in accordance with
GAAP), any discount in respect of sales of accounts receivable and/or related
contract rights and the interest portion of capitalized lease payments during
such period, all as determined in accordance with GAAP.

          "Interest Payment Date":  (a) as to any Base Rate Loan, the last
day of each March, June, September and December to occur while such Loan
is outstanding, (b) as to any Eurodollar Loan or Multicurrency Loan having an
Interest Period of three months or less, the last day of such Interest Period
and (c) as to any Eurodollar Loan or Multicurrency Loan having an Interest
Period longer than three months, (i) each day which is three months, or a
whole multiple thereof, after the first day of such Interest Period and (ii)
the last day of such Interest Period.

          "Interest Period":  with respect to any Eurodollar Loan or
Multicurrency Loan:

          (a)  initially, the period commencing on the borrowing or
conversion date, as the case may be, with respect to such Eurodollar Loan or
Multicurrency Loan and ending one, two, three, or six or (if available) twelve
months thereafter, as selected by the relevant Borrower in its notice of
borrowing or notice of conversion, as the case may be, given with respect
thereto; and

          (b)  thereafter, each period commencing on the last day of the next
preceding Interest Period applicable to such Eurodollar Loan or Multicurrency
Loan and ending one, two, three, six or (if applicable) twelve months
thereafter, as selected by the relevant Borrower by irrevocable notice to the
Administrative Agent not less than three Business Days prior to the last day
of the then current Interest Period with respect thereto;

     provided that, all of the foregoing provisions relating to Interest
Periods are subject to the following:

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

                    (ii)  any Interest Period applicable to a Eurodollar
Loan or Multicurrency Loan that would otherwise extend beyond the Revolving
Credit Termination Date shall end on the Revolving Credit Termination Date;

                    (iii) any Interest Period pertaining to a Eurodollar
Loan or Multicurrency Loan that begins on the last 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 end on the last
Business Day of a calendar month;

                    (iv)  any Interest Period pertaining to a Multicurrency
Loan denominated in an Available Foreign Currency being replaced by the
currency of the European Monetary Union that would otherwise extend beyond the
date on which such replacement becomes effective shall end on such date; and

                    (v)   each Borrower shall select Interest Periods so as
not to require a payment or prepayment of any Eurodollar Loan or Multicurrency
Loan during an Interest Period for such Eurodollar Loan or Multicurrency Loan.

          "Joinder Agreement":  the Joinder Agreement to be entered into by
each Foreign Subsidiary Borrower subsequent to the date hereof pursuant to
subsection 14.1(b)(i), substantially in the form of Exhibit E hereto.

<PAGE> 11
          "Judgment Currency":  as defined in subsection 14.18(b).

          "Lenders":  as defined in the preamble hereto. 

          "LIBO Rate":  in respect of any LIBO Rate CAF Advance, the London
interbank offered rate for deposits in Dollars for the period commencing
on the date of such CAF Advance and ending on the CAF Advance Maturity Date
with respect thereto which appears on Telerate Page 3750 as of 11:00 A.M.,
London time, two Business Days prior to the beginning of such period.

          "LIBO Rate CAF Advance":  any CAF Advance made pursuant to a LIBO
Rate CAF Advance Request.

          "LIBO Rate CAF Advance Request":  any CAF Advance Request
requesting the Lenders to offer to make CAF Advances at an interest rate
equal to the LIBO Rate plus (or minus) a margin.

          "Lien":  (i)  any judgment lien or execution, attachment, levy,
distraint or similar legal process and (ii) any mortgage, pledge,
hypothecation, assignment, lien, charge, encumbrance or other security
interest of any kind or nature whatsoever (including, without limitation, the
interest of the lessor under any capital lease and the interest of the seller
under any conditional sale or other title retention agreement), which secures
or purports to secure any Indebtedness or other indebtedness or obligations.

          "Loan Documents":  this Agreement, any Notes and any document or
instrument evidencing or governing any Local Currency Facility.

          "Loans":  the collective reference to the Revolving Credit Loans,
the CAF Advances, the Multicurrency Loans and the Local Currency Loans.

          "Loans to be Converted":  as defined in subsection 14.8(a).

          "Local Currency":  any available and freely convertible non-U.S.
Dollar currency selected by a Local Currency Borrower and approved by the
Administrative Agent.

          "Local Currency Borrower":  each Subsidiary of the Company
organized under the laws of a jurisdiction outside the United States that the
Company designates as a "Local Currency Borrower" in a Local Currency Facility
Addendum.

          "Local Currency Facility": any Qualified Credit Facility that the
Company designates as a "Local Currency Facility" pursuant to a Local Currency
Facility Addendum.

          "Local Currency Facility Addendum": a Local Currency Facility
Addendum received by the Administrative Agent, substantially in the form
of Exhibit J, and conforming to the requirements of Section 5.

          "Local Currency Facility Agent": with respect to each Local
Currency Facility, the Local Currency Lender acting as agent for the Local
Currency Lenders parties thereto (and, in the case of any Local Currency
Facility to which only one Lender is a party, such Lender).

          "Local Currency Facility Maximum Borrowing Amount": as defined in
subsection 5.1(b).

          "Local Currency Lender": any Lender (or, if applicable, any
affiliate, branch or agency thereof) party to a Local Currency Facility.

          "Local Currency Lender Maximum Borrowing Amount": as defined in
subsection 5.1(b).

          "Local Currency Loan": any loan made pursuant to a Local Currency
Facility.

<PAGE> 12

          "London Banking Day":  any day on which banks in London are open
for general banking business, including dealings in foreign currency and
exchange.

          "Majority Multicurrency Lenders":  at any time, Multicurrency
Lenders the Multicurrency Commitment Percentages of which aggregate at least
51%.

          "Material Adverse Effect":  a material adverse effect on (a) the
business, operations, property, condition (financial or otherwise) or
prospects of the Company and its Subsidiaries taken as a whole, (b) the
ability of any Borrower to perform its obligations under this Agreement or any
of the Notes or any of the other Loan Documents to which it is a party or (c)
the validity or enforceability of this Agreement or any of the Notes or any of
the other Loan Documents or the rights or remedies of the Administrative Agent
or the Lenders hereunder or thereunder.

          "Material Environmental Amount":  an amount payable by the Company
(net of the proceeds of any applicable insurance and amount reasonably
expected to be paid by Persons that are not Affiliates of the Company and that
are jointly liable with the Company in respect of such amount) and/or its
Subsidiaries in excess of $20,000,000 in any year or $100,000,000 in the
aggregate for remedial costs, compliance costs, compensatory damages, punitive
damages, fines, penalties or any combination thereof.

          "Materials of Environmental Concern":  any gasoline or petroleum
(including crude oil or any fraction thereof) or petroleum products or any
hazardous or toxic substances, materials or wastes, defined or regulated as
such in or under any Environmental Law, including, without limitation,
asbestos, polychlorinated biphenyls and urea-formaldehyde insulation.

          "Minority Interest":  the minority interest of Persons other than
the Company and its Subsidiaries in the Company's Subsidiaries as shown from
time to time in the most recent consolidated balance sheet of the Company and
its Subsidiaries.

          "Moody's Bond Rating":  for any day, the rating of the Company's
senior long-term unsecured debt by (i) Moody's Investor Service, Inc.
("Moody's") in effect at 11:00 A.M., New York City time, on such day or (ii)
(if Moody's shall cease to publish such a rating in respect of the Company)
either of Duff & Phelps Credit Rating Co. or Fitch Investors Service LLP, as
determined by the Company.

          "Multicurrency Commitment":  as to any Multicurrency Lender at any
time, its obligation to make Multicurrency Loans to the Borrowers in an
aggregate amount in Dollars or in Available Foreign Currencies of which the
U.S. Dollar Equivalent does not exceed at any time outstanding the amount set
forth opposite such Multicurrency Lender's name in Schedule I under the
heading "Multicurrency Commitment", as such amount may be reduced
from time to time as provided in subsection 4.4 and the other applicable
provisions hereof.

          "Multicurrency Commitment Percentage":  as to any Multicurrency
Lender at any time, the percentage which such Multicurrency Lender's
Multicurrency Commitment then constitutes of the aggregate Multicurrency
Commitments (or, if the Multicurrency Commitments have terminated or expired,
the percentage which (a) the U.S. Dollar Equivalent of the Aggregate
Multicurrency Outstandings of such Multicurrency Lender at such time
constitutes of (b) the U.S. Dollar Equivalent of the Aggregate Multicurrency
Outstandings of all Multicurrency Lenders at such time).

          "Multicurrency Lender":  each Lender having an amount greater than
zero set forth opposite such Lender's name in Schedule I under the heading
"Multicurrency Commitment"; provided that any Lender may cause an affiliate of
such Lender to become a party to this Agreement as a Multicurrency Lender,

<PAGE> 13

whereupon such affiliate shall, on behalf of such Lender, fulfill such
Lender's obligations and enjoy such Lender's rights, as a Multicurrency
Lender, and the term "Multicurrency Lender" shall, when the context requires,
be deemed to refer to such affiliate.

          "Multicurrency Loans":  as defined in subsection 4.1.  

          "Multicurrency Reference Lenders":  Chase, Bank of America National
Trust and Savings Association and The Bank of New York.

          "Multiemployer Plan":  a Plan which is a multiemployer plan as
defined in Section 4001(a)(3) of ERISA or any successor statute.

          "Non-Excluded Taxes":  as defined in subsection 6.11(a).

          "Non-Multicurrency Lender":  each Lender which is not a
Multicurrency Lender.

          "Notes":  the collective reference to the Revolving Credit Notes
and the CAF Advance Notes.

          "Notice of Local Currency Outstandings": with respect to each Local
Currency Facility Agreement, a notice from the relevant Local Currency
Facility Agent containing the information, delivered to the Person, in the
manner and by the time, specified for a Notice of Local Currency Outstandings
in Schedule V.

          "Obligations":  collectively, the unpaid principal of and interest
on the Loans and all other obligations and liabilities of (a) each Foreign
Subsidiary Borrower under this Agreement and the other Loan Documents and (b)
each Local Currency Borrower under any Local Currency Facility to which it is
a party and under this Agreement and the other Loan Documents (including,
without limitation, interest accruing at the then applicable rate provided in
this Agreement or any other applicable Loan Document after the maturity of the
Loans and interest accruing at the then applicable rate provided in this
Agreement or any other applicable Loan Document after the filing of any
petition in bankruptcy, or the commencement of any insolvency, reorganization
or like proceeding, relating to the Company, any Foreign Subsidiary Borrower
or any Local Currency Borrower, as the case may be, whether or not a claim for
post-filing or post-petition interest is allowed in such proceeding), whether
direct or indirect, absolute or contingent, due or to become due, or now
existing or hereafter incurred, which may arise under, out of, or in
connection with, this Agreement, the Notes, the other Loan Documents or any
other document made, delivered or given in connection therewith, in each case
whether on account of principal, interest, reimbursement obligations, fees,
indemnities, costs, expenses or otherwise (including, without limitation, all
fees and disbursements of counsel to the Administrative Agent or to the
Lenders that are required to be paid by any Borrower or Local Currency
Borrower pursuant to the terms of this Agreement or any other Loan Document). 

          "Participants":  as defined in subsection 14.6(b).

          "PBGC":  the Pension Benefit Guaranty Corporation established
pursuant to Subtitle A of Title IV of ERISA or any successor corporation.

          "Person":  an individual, partnership, corporation, business trust,
joint stock company, trust, unincorporated association, joint venture,
Governmental Authority or other entity of whatever nature.

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

<PAGE> 14

          "Prime Rate":  the rate of interest per annum publicly announced
from time to time by Chase as its prime rate in effect at its principal office
in New York City (each change in the Prime Rate to be effective on the date
such change is publicly announced).  The Prime Rate is not intended to be the
lowest rate of interest charged by Chase in connection with extensions of
credit to debtors.

          "Prohibited Transaction":  any "prohibited transaction" as defined
in Section 406 of ERISA or Section 4975 of the Code.

          "Properties":  as defined in subsection 7.16(a).

          "Qualified Credit Facility": a credit facility (a) providing for
one or more Local Currency Lenders to make loans denominated in a Local
Currency to a Local Currency Borrower, (b) providing for such loans to bear
interest at a rate or rates determined by the Company and such Local Currency
Lender or Local Currency Lenders and (c) otherwise conforming to the
requirements of Section 5.

          "Reference Lenders":  the collective reference to the Domestic
Reference Lenders and the Multicurrency Reference Lenders.

          "Register":  as defined in subsection 14.6(d).

          "Regulation U":  Regulation U of the Board as in effect from time
to time.

          "Reorganization":  with respect to any Multiemployer Plan, the
condition that such plan is in reorganization within the meaning of Section
4241 of ERISA.

          "Replacement Lender":  a bank or financial institution (other than
a Subsidiary of the Company) acceptable to the Administrative Agent and the
Company.

          "Reportable Event":  any of the events set forth in Section 4043(b)
of ERISA or the regulations thereunder.

          "Requested Local Currency Loans": as defined in subsection 2.5(b).

          "Requested Multicurrency Loans":  as defined in subsection 2.5(a).

          "Required Lenders":  (a) at any time prior to the termination of
the Revolving Credit Commitments, Lenders, the Revolving Credit Commitment
Percentages of which aggregate at least 51%; and (b) at any time after the
termination of the Revolving Credit Commitments, Lenders whose Aggregate Total
Outstandings aggregate at least 51% of the Aggregate Total Outstandings of all
Lenders; provided that for purposes of this definition the Aggregate Total
Outstandings of each Lender shall be adjusted up or down so as to give effect
to any participations purchased or sold pursuant to subsection 14.8.

          "Requirement of Law":  as to any Person, the certificate of
incorporation and by-laws or other organizational or governing documents
of such Person, and any law, treaty, rule or regulation or determination of an
arbitrator or a court or other Governmental Authority, in each case applicable
to or binding upon such Person or any of its property or to which such Person
or any of its property is subject.

          "Responsible Officer":  (i) as to the Company, the chief executive
officer, the president, the chief financial officer, the treasurer, any
assistant treasurer or the controller of the Company and (ii) as to any other
Borrower, those of its officers or representatives whose signatures and
incumbency shall have been certified to the Administrative Agent and the
Lenders pursuant to subsection 8.1(c) or 8.2(e).

<PAGE> 15

          "Revolving Credit Commitment":  as to any Lender at any time, its
obligation to make Revolving Credit Loans to the Company in an aggregate
amount not to exceed at any time outstanding the U.S. Dollar amount set forth
opposite such Lender's name in Schedule I under the heading "Revolving Credit
Commitment", as such amount may be reduced from time to time pursuant to
subsection 2.4 and the other applicable provisions hereof.

          "Revolving Credit Commitment Percentage":  as to any Lender at any
time, the percentage which such Lender's Revolving Credit Commitment then
constitutes of the aggregate Revolving Credit Commitments of all Lenders (or,
if the Revolving Credit Commitments have terminated or expired, the percentage
which (a) the Aggregate Revolving Credit Outstandings of such Lender at such
time then constitutes of (b) the Aggregate Revolving Credit Outstandings of
all Lenders at such time).

          "Revolving Credit Commitment Period":  the period from and
including the Closing Date to but not including the Revolving Credit
Termination Date, or such earlier date on which the Revolving Credit Loans
shall terminate as provided herein.

          "Revolving Credit Loan":  as defined in subsection 2.1.

          "Revolving Credit Note":  as defined in subsection 2.2(e).

          "Revolving Credit Termination Date":  the date which is five years
after the Closing Date. 

          "Single Employer Plan":  any Plan which is covered by Title IV of
ERISA, but which is not a Multiemployer Plan.

          "S&P Bond Rating":  for any day, the rating of the Company's senior
long-term unsecured debt by (i) Standard & Poor's Ratings Service ("S&P") in
effect at 11:00 A.M., New York City time, on such day or (ii) (if S&P shall
cease to publish such a rating in respect of the Company) either of Duff &
Phelps Credit Rating Co. or Fitch Investors Service LLP, as determined by the
Company.

          "Subsidiary":  at any particular time, any Person which could be
included as a consolidated subsidiary of the Company in the financial
statements prepared and filed with the Company's annual reports on Form 10-K
under the Securities Exchange Act of 1934, as amended, if such financial
statements were prepared at, and as of, such time.  Unless otherwise
qualified, all references to a "Subsidiary" or to "Subsidiaries" in this
Agreement shall refer to a Subsidiary or Subsidiaries of the Company.

          "Total Debt":  all Indebtedness of the Company and its
Subsidiaries, determined on a consolidated basis.

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

          "Transferee":  as defined in subsection 14.6(f).

          "Type":  as to any Revolving Credit Loan, its nature as a Base Rate
Loan or a Eurodollar Loan.

          "U.S. Dollar Equivalent":  with respect to an amount denominated in
any currency other than U.S. Dollars, the equivalent in U.S. Dollars of such
amount determined at the Exchange Rate on the date of determination of such
equivalent.  In making any determination of the U.S. Dollar Equivalent for
purposes of calculating the amount of Loans to be borrowed from the respective
Lenders on any Borrowing Date, the Administrative Agent shall use the relevant
Exchange Rate in effect on the date on which the interest rate for such Loans

<PAGE> 16

is determined pursuant to the provisions of this Agreement and the other Loan
Documents.

          1.2  Other Definitional Provisions.  (a)  Unless otherwise specified
therein, all terms defined in this Agreement shall have the defined meanings
when used in the Notes, the other Loan Documents or any certificate or other
document made or delivered pursuant hereto.

          (b)  As used herein and in the Notes and any other Loan Document,
and any certificate or other document made or delivered pursuant hereto or
thereto, accounting terms relating to the Company and its Subsidiaries not
defined in subsection 1.1 and accounting terms partly defined in subsection
1.1, to the extent not defined, shall have the respective meanings given to
them under GAAP.

          (c)  The words "hereof", "herein" and "hereunder" and words of
similar import when used in this Agreement shall refer to this Agreement as a
whole and not to any particular provision of this Agreement, and Section,
subsection, Schedule and Exhibit references are to this Agreement unless
otherwise specified.

          (d)  The meanings given to terms defined herein shall be equally
applicable to both the singular and plural forms of such terms.


          SECTION 2.  AMOUNT AND TERMS OF REVOLVING CREDIT
                      COMMITMENTS

          2.1  Revolving Credit Commitments.  (a)  Subject to the terms and
conditions hereof, each Lender severally agrees to make revolving credit loans
(each, a "Revolving Credit Loan") in U.S. Dollars to the Company from time to
time during the Revolving Credit Commitment Period so long as after giving
effect thereto and to any concurrent repayment or prepayment of Loans (i) the
Available Revolving Credit Commitment of each Lender is greater than or equal
to zero and (ii) the Aggregate Total Outstandings of all Lenders do not exceed
the Aggregate Revolving Credit Commitments.  During the Revolving Credit
Commitment Period the Company may use the Revolving Credit Commitments by
borrowing, prepaying the Revolving Credit Loans in whole or in part, and
reborrowing, all in accordance with the terms and conditions hereof.

          (b)  The Revolving Credit Loans may from time to time be (i)
Eurodollar Loans, (ii) Base Rate Loans or (iii) a combination thereof, as
determined by the Company and notified to the Administrative Agent in
accordance with subsections 2.3 and 6.2, provided that no Revolving Credit
Loan shall be made as a Eurodollar Loan after the day that is one month prior
to the Revolving Credit Termination Date.

          2.2  Repayment of Revolving Credit Loans; Evidence of Debt.  (a) 
The Company hereby unconditionally promises to pay to the Administrative Agent
for the account of each Lender the then unpaid principal amount of each
Revolving Credit Loan of such Lender on the Revolving Credit Termination Date
and on such other dates and in such other amounts as may be required from time
to time pursuant to this Agreement.  The Company hereby further agrees to pay
interest on the unpaid principal amount of the Revolving Credit Loans from
time to time outstanding until payment thereof in full at the rates per annum,
and on the dates, set forth in subsection 6.1.

          (b)  Each Lender shall maintain in accordance with its usual
practice an account or accounts evidencing indebtedness of the Company to such
Lender resulting from each Revolving Credit Loan of such Lender from time to
time, including the amounts of principal and interest payable thereon and paid
to such Lender from time to time under this Agreement.

          (c)  The Administrative Agent shall maintain the Register pursuant
to subsection 14.6(d), and a subaccount therein for each Lender, in which

<PAGE> 17

Register and subaccounts shall be recorded (i) the amount of each Revolving
Credit Loan made hereunder, the Type thereof and each Interest Period
applicable thereto, (ii) the amount of any principal or interest due and
payable or to become due and payable from the Company to each Lender hereunder
in respect of the Revolving Credit Loans and (iii) both the amount of any sum
received by the Administrative Agent hereunder from the Company in respect of
the Revolving Credit Loans and each Lender's share thereof.

          (d)  The entries made in the Register and the accounts of each
Lender maintained pursuant to subsection 2.2(b) shall, to the extent permitted
by applicable law, be prima facie evidence of the existence and amounts of the
obligations of the Company therein recorded; provided, however, that the
failure of any Lender or the Administrative Agent to maintain the Register or
any such account, or any error therein, shall not in any manner affect the
obligation of the Company to repay (with applicable interest) the Revolving
Credit Loans made to the Company by such Lender in accordance with the terms
of this Agreement.

          (e)  The Company agrees that, upon the request to the Administrative
Agent by any Lender, the Company will execute and deliver to such Lender a
promissory note of the Company evidencing the Revolving Credit Loans of such
Lender, substantially in the form of Exhibit A-1 with appropriate insertions
as to date and principal amount (each, a "Revolving Credit Note"); provided,
that the delivery of such Revolving Credit Notes shall not be a condition
precedent to the Closing Date. 

         
          2.3  Procedure for Revolving Credit Borrowing.  The Company may
borrow under the Revolving Credit Commitments during the Revolving Credit
Commitment Period on any Business Day, provided that the Company shall give
the Administrative Agent irrevocable notice (which notice must be received by
the Administrative Agent prior to 10:00 A.M., New York City time, (a) three
Business Days prior to the requested Borrowing Date, if all or any part of the
requested Revolving Credit Loans are to be initially Eurodollar Loans, or (b)
on the requested Borrowing Date, otherwise), specifying in each case (i) the
amount to be borrowed, (ii) the requested Borrowing Date, (iii) whether the
borrowing is to be of Eurodollar Loans, Base Rate Loans or a combination
thereof and (iv) if the borrowing is to be entirely or partly of Eurodollar
Loans, the amount of such Type of Loan and the length of the initial Interest
Periods therefor.  Each borrowing under the Revolving Credit Commitments
(other than a borrowing under subsection 2.5) shall be in an amount equal to
(A) in the case of Base Rate Loans, $1,000,000 or a whole multiple of
$1,000,000 in excess thereof (or, if the then Aggregate Available Revolving
Credit Commitments are less than $1,000,000, such lesser amount) and (B) in
the case of Eurodollar Loans, $10,000,000 or a whole multiple of $1,000,000 in
excess thereof.  Upon receipt of any such notice from the Company, the
Administrative Agent shall promptly notify each Lender thereof.  Not later
than 11:00 A.M., New York City time, on each requested Borrowing Date each
Lender shall make an amount equal to its Funding Commitment Percentage of the
principal amount of the Revolving Credit Loans requested to be made on such
Borrowing Date available to the Administrative Agent at its New York office
specified in subsection 14.2 in U.S. Dollars and in immediately available
funds.  Except as otherwise provided in subsection 2.5, the Administrative
Agent shall on such date credit the account of the Company on the books of
such office with the aggregate of the amounts made available to the
Administrative Agent by the Lenders and in like funds as received by the
Administrative Agent.

          2.4  Termination or Reduction of Revolving Credit Commitments.  The
Company shall have the right, upon not less than three Business Days' notice
to the Administrative Agent, to terminate the Revolving Credit Commitments or,
from time to time, to reduce the amount of the Revolving Credit Commitments;
provided that no such termination or reduction shall be permitted if, after
giving effect thereto and to any prepayments of the Loans made on the
effective date thereof, either (a) the Aggregate Available Revolving Credit

<PAGE> 18

Commitments would not be greater than or equal to zero or (b) the Available
Revolving Credit Commitments of any Lender would not be greater than or equal
to zero.  Any such reduction shall be in an amount equal to $10,000,000 or a
whole multiple of $1,000,000 in excess thereof and shall reduce permanently
the Revolving Credit Commitments then in effect.

          2.5  Borrowings of Revolving Credit Loans and Refunding of Loans. 
(a)  If on any Borrowing Date on which a Borrower has requested the
Multicurrency Lenders to make Multicurrency Loans (the "Requested
Multicurrency Loans"), (i) the aggregate principal amount of the Requested
Multicurrency Loans exceeds the Aggregate Available Multicurrency Commitments
on such Borrowing Date (before giving effect to the making and payment of any
Loans required to be made pursuant to this subsection 2.5 on such Borrowing
Date) and (ii) the U.S. Dollar Equivalent of the amount of such excess is less
than or equal to the aggregate Available Revolving Credit Commitments of all
Non-Multicurrency Lenders (before giving effect to the making and payment of
any Loans pursuant to this subsection 2.5 on such Borrowing Date), each 
Non-Multicurrency Lender shall make a Revolving Credit Loan to the Company 
on such Borrowing Date, and the proceeds of such Revolving Credit Loans shall
be simultaneously applied to repay outstanding Revolving Credit Loans and/or
Local Currency Loans of the Multicurrency Lenders (as directed by the
Company), in each case in amounts such that, after giving effect to (1) such
borrowings and repayments and (2) the borrowing from the Multicurrency Lenders
of the Requested Multicurrency Loans, the Committed Outstandings Percentage of
each Lender will equal (as nearly as possible) its Revolving Credit Commitment
Percentage.  To effect such borrowings and repayments, (x) not later than
11:00 A.M., New York City time, on such Borrowing Date, the proceeds of such
Revolving Credit Loans shall be made available by each Non-Multicurrency
Lender to the Administrative Agent at its office specified in subsection 14.2
in U.S. Dollars and in immediately available funds and the Administrative
Agent shall apply the proceeds of such Revolving Credit Loans toward repayment
of outstanding Revolving Credit Loans and/or Local Currency Loans of the
Multicurrency Lenders (as directed by the Company) and (y) concurrently with
the repayment of such Loans on such Borrowing Date, (I) the Multicurrency
Lenders shall, in accordance with the applicable provisions hereof, make the
Requested Multicurrency Loans in an aggregate amount equal to the amount so
requested by such Borrower (but not in any event greater than the Aggregate
Available Multicurrency Commitments after giving effect to the making of such
repayment of any Loans on such Borrowing Date) and (II) the relevant Borrower
or Local Currency Borrower shall pay to the Administrative Agent for the
account of the Lenders whose Loans to such Borrower or Local Currency Borrower
are repaid on such Borrowing Date pursuant to this subsection 2.5 all interest
accrued on the amounts repaid to the date of repayment, together with any
amounts payable pursuant to subsection 6.12 in connection with such repayment.

          (b)  If on any Borrowing Date on which a Local Currency Borrower has
requested Local Currency Lenders to make Local Currency Loans (the "Requested
Local Currency Loans") under a Local Currency Facility to which such Local
Currency Borrower and Local Currency Lenders are parties (i) the aggregate
principal amount of the Requested Local Currency Loans exceeds the aggregate
available amount of the commitments of such Local Currency Lenders under such
Local Currency Facility on such Borrowing Date (before giving effect to the
making and payment of any Revolving Credit Loans required to be made pursuant
to this subsection 2.5 on such Borrowing Date), (ii) after giving effect to
the Requested Local Currency Loans, the U.S. Dollar Equivalent of the
aggregate outstanding principal amount of Local Currency Loans of such Local
Currency Borrower will be less than or equal to the aggregate commitments of
such Local Currency Lenders under such Local Currency Facility and (iii) the
U.S. Dollar Equivalent of the amount of the excess described in clause (i)
above is less than or equal to the Aggregate Available Revolving Credit
Commitments of all Lenders other than such Local Currency Lenders (before
giving effect to the making and payment of any Revolving Credit Loans pursuant
to this subsection 2.5 on such Borrowing Date), each such other Lender shall
make a Revolving Credit Loan to the Company, on such Borrowing Date, and the
proceeds of such Revolving Credit Loans shall be simultaneously applied to

<PAGE> 19

repay outstanding Revolving Credit Loans, Multicurrency Loans and/or Local
Currency Loans of such Local Currency Lenders (as directed by the Company) in
each case in amounts such that, after giving effect to (1) such borrowings and
repayments and (2) the borrowing from such Local Currency Lenders of the
Requested Local Currency Loans, the Committed Outstandings Percentage of each
Lender will equal (as nearly as possible) its Revolving Credit Commitment
Percentage.  To effect such borrowings and repayments, (x) not later than
12:00 Noon, New York City time, on such Borrowing Date, the proceeds of such
Revolving Credit Loans shall be made available by each such other Lender to
the Administrative Agent at its office specified in subsection 14.2 in U.S.
Dollars and in immediately available funds and the Administrative Agent shall
apply the proceeds of such Revolving Credit Loans toward the repayment of
outstanding Revolving Credit Loans, Multicurrency Loans and/or Local Currency
Loans of such Local Currency Lenders (as directed by the Company) and (y)
concurrently with the repayment of such Loans on such Borrowing Date, (I) such
Local Currency Lenders shall, in accordance with the applicable provisions
hereof, make the Requested Local Currency Loans in an aggregate amount equal
to the amount so requested by such Local Currency Borrower and (II) the
relevant Borrower or Local Currency Borrower shall pay to the Administrative
Agent for the account of the Lenders whose Loans to such Borrower or Local
Currency Borrower are repaid on such Borrowing Date pursuant to this
subsection 2.5 all interest accrued on the amounts repaid to the date of
repayment, together with any amounts payable pursuant to subsection 6.12 in
connection with such repayment.

          (c)  If any borrowing of Revolving Credit Loans is required pursuant
to this subsection 2.5, the Company shall notify the Administrative Agent in
the manner provided for Revolving Credit Loans in subsection 2.3, except that
the minimum borrowing amounts set forth in subsection 2.3 shall not be
applicable to the extent that such minimum borrowing amounts exceed the
amounts of Revolving Credit Loans required to be made pursuant to this
subsection 2.5.


          SECTION 3.  AMOUNT AND TERMS OF CAF ADVANCES

          3.1  CAF Advances.  Subject to the terms and conditions of this
Agreement, the Company may borrow CAF Advances in U.S. Dollars from time to
time on any Business Day during the CAF Advance Availability Period.  CAF
Advances may be borrowed in amounts such that the Aggregate Total Outstandings
of all the Lenders at any time shall not exceed the Aggregate Revolving Credit
Commitments at such time.  Within the limits and on the conditions hereinafter
set forth with respect to CAF Advances, the Company from time to time may
borrow, repay and reborrow CAF Advances.

          3.2  Procedure for CAF Advance Borrowing.  (a)  The Company shall
request CAF Advances by delivering a CAF Advance Request to the Administrative
Agent, not later than 12:00 Noon, New York City time, four Business Days prior
to the proposed Borrowing Date (in the case of a LIBO Rate CAF Advance
Request), and not later than 10:00 A.M., New York City time one Business Day
prior to the proposed Borrowing Date (in the case of a Fixed Rate CAF Advance
Request).  Each CAF Advance Request in respect of any Borrowing Date may
solicit bids for CAF Advances on such Borrowing Date in an aggregate principal
amount of $10,000,000 or an integral multiple of $1,000,000 in excess thereof
and having not more than three alternative CAF Advance Maturity Dates.  The
CAF Advance Maturity Date for each CAF Advance shall be the date set forth
therefor in the relevant CAF Advance Request, which date shall be (i) not less
than 14 days nor more than 360 days after the Borrowing Date therefor, in the
case of a Fixed Rate CAF Advance, (ii) one, two, three or six months after the
Borrowing Date therefor, in the case of a LIBO CAF Advance and (iii) not later
than the Revolving Credit Termination Date, in the case of any CAF Advance. 
The Administrative Agent shall notify each Lender promptly by facsimile
transmission of the contents of each CAF Advance Request received by the
Administrative Agent. 

<PAGE> 20

          (b)  In the case of a LIBO Rate CAF Advance Request, upon receipt of
notice from the Administrative Agent of the contents of such CAF Advance
Request, each Lender may elect, in its sole discretion, to offer irrevocably
to make one or more CAF Advances at the applicable LIBO Rate plus (or minus) a
margin determined by such Lender in its sole discretion for each such CAF
Advance.  Any such irrevocable offer shall be made by delivering a CAF Advance
Offer to the Administrative Agent, before 10:30 A.M., New York City time, on
the day that is three Business Days before the proposed Borrowing Date,
setting forth:

               (i)  the maximum amount of CAF Advances for each CAF Advance
Maturity Date and the aggregate maximum amount of CAF Advances for all CAF
Advance Maturity Dates which such Lender would be willing to make (which
amounts may, subject to subsection 3.1, exceed such Lender's Revolving Credit
Commitment); and 

               (ii) the margin above or below the applicable LIBO Rate
at which such Lender is willing to make each such CAF Advance.

The Administrative Agent shall advise the Company before 11:00 A.M., New York
City time, on the date which is three Business Days before the proposed
Borrowing Date of the contents of each such CAF Advance Offer received by it. 
If the Administrative Agent, in its capacity as a Lender, shall elect, in its
sole discretion, to make any such CAF Advance Offer, it shall advise the
Company of the contents of its CAF Advance Offer before 10:15 A.M., New York
City time, on the date which is three Business Days before the proposed
Borrowing Date.

          (c)  In the case of a Fixed Rate CAF Advance Request, upon receipt
of notice from the Administrative Agent of the contents of such CAF Advance
Request, each Lender may elect, in its sole discretion, to offer irrevocably
to make one or more CAF Advances at a rate of interest determined by such
Lender in its sole discretion for each such CAF Advance.  Any such irrevocable
offer shall be made by delivering a CAF Advance Offer to the Administrative
Agent before 9:30 A.M., New York City time, on the proposed Borrowing Date,
setting forth:

               (i)  the maximum amount of CAF Advances for each CAF Advance
Maturity Date, and the aggregate maximum amount for all CAF Advance Maturity
Dates, which such Lender would be willing to make (which amounts may, subject
to subsection 3.1, exceed such Lender's Revolving Credit Commitment); and

               (ii) the rate of interest at which such Lender is willing
to make each such CAF Advance.

The Administrative Agent shall advise the Company before 10:00 A.M., New York
City time, on the proposed Borrowing Date of the contents of each such CAF
Advance Offer received by it.  If the Administrative Agent, in its capacity as
a Lender, shall elect, in its sole discretion, to make any such CAF Advance
Offer, it shall advise the Company of the contents of its CAF Advance Offer
before 9:15 A.M., New York City time, on the proposed Borrowing Date.

          (d)  Before 11:30 A.M., New York City time, three Business Days
before the proposed Borrowing Date (in the case of CAF Advances requested by a
LIBO Rate CAF Advance Request) and before 10:30 A.M., New York City time, on
the proposed Borrowing Date (in the case of CAF Advances requested by a Fixed
Rate CAF Advance Request), the Company, in its absolute discretion, shall:

               (i)  cancel such CAF Advance Request by giving the
Administrative Agent telephone notice to that effect, or

               (ii) by giving telephone notice to the Administrative
Agent (immediately confirmed by delivery to the Administrative Agent of a CAF
Advance Confirmation by facsimile transmission) (A) subject to the
provisions of subsection 3.2(e), accept one or more of the offers made by any

<PAGE> 21

Lender or Lenders pursuant to subsection 3.2(b) or subsection 3.2(c), as the
case may be, and (B) reject any remaining offers made by Lenders pursuant to
subsection 3.2(b) or subsection 3.2(c), as the case may be.

          (e)  The Company's acceptance of CAF Advances in response to any CAF
Advance Offers shall be subject to the following limitations:

               (i)  the amount of CAF Advances accepted for each CAF Advance
Maturity Date specified by any Lender in its CAF Advance Offer shall not
exceed the maximum amount for such CAF Advance Maturity Date specified in such
CAF Advance Offer;

               (ii)  the aggregate amount of CAF Advances accepted for
all CAF Advance Maturity Dates specified by any Lender in its CAF Advance
Offer shall not exceed the aggregate maximum amount specified in
such CAF Advance Offer for all such CAF Advance Maturity Dates;

               (iii)  the Company may not accept offers for CAF Advances
for any CAF Advance Maturity Date in an aggregate principal amount in excess
of the maximum principal amount requested in the related CAF Advance Request;
and 

               (iv)  if the Company accepts any of such offers, it must
accept offers based solely upon pricing for each relevant CAF Advance Maturity
Date and upon no other criteria whatsoever, and if two or more Lenders submit
offers for any CAF Advance Maturity Date at identical pricing and the Company
accepts any of such offers but does not wish to (or, by reason of the
limitations set forth in subsection 3.1, cannot) borrow the total amount
offered by such Lenders with such identical pricing, the Company shall accept
offers from all of such Lenders in amounts allocated among them pro rata
according to the amounts offered by such Lenders (with appropriate rounding,
in the sole discretion of the Company, to assure that each accepted CAF
Advance is an integral multiple of $1,000,000); provided that if the number of
Lenders that submit offers for any CAF Advance Maturity Date at identical
pricing is such that, after the Company accepts such offers pro rata in
accordance with the foregoing provisions of this paragraph, the CAF Advance to
be made by any such Lender would be less than $5,000,000 principal amount, the
number of such Lenders shall be reduced by the Administrative Agent by lot
until the CAF Advances to be made by each such remaining Lender would be in a
principal amount of $5,000,000 or an integral multiple of $1,000,000 in excess
thereof.

          (f)  If the Company notifies the Administrative Agent that a CAF
Advance Request is cancelled pursuant to subsection 3.2(d)(i), the
Administrative Agent shall give prompt telephone notice thereof to the
Lenders.

          (g)  If the Borrower accepts pursuant to subsection 3.2(d)(ii) one
or more of the offers made by any Lender or Lenders, the Administrative Agent
promptly shall notify each Lender which has made such an offer of (i) the
aggregate amount of such CAF Advances to be made on such Borrowing Date for
each CAF Advance Maturity Date and (ii) the acceptance or rejection of any
offers to make such CAF Advances made by such Lender.  Before 12:00 Noon, New
York City time, on the Borrowing Date specified in the applicable CAF Advance
Request, each Lender whose CAF Advance Offer has been accepted shall make
available to the Administrative Agent at its New York office set forth in
subsection 14.2 the amount of CAF Advances to be made by such Lender, in
immediately available funds.  The Administrative Agent will make such funds
available to the Company as soon as practicable on such date at such office of
the Administrative Agent.  As soon as practicable after each Borrowing Date,
the Administrative Agent shall notify each Lender of the aggregate amount of
CAF Advances advanced on such Borrowing Date and the respective CAF Advance
Maturity Dates thereof.

<PAGE> 22

          3.3  CAF Advance Payments; Evidence of Debt.   The Company
unconditionally promises to pay to the Administrative Agent, for the account
of each Lender which has made a CAF Advance, on the applicable CAF Advance
Maturity Date the then unpaid principal amount of such CAF Advance.  The
Company shall not have the right to prepay any principal amount of any CAF
Advance without the consent of the Lender to which such CAF Advance is owed.

          (b)  The Company unconditionally promises to pay interest on the
unpaid principal amount of each CAF Advance from the Borrowing Date to
applicable CAF Advance Maturity Date at the rate of interest specified in the
CAF Advance Offer accepted by the Borrower in connection with such CAF Advance
(calculated on the basis of a 360-day year for actual days elapsed), payable
on each applicable CAF Advance Interest Payment Date.

          (c)  If any principal of, or interest on, any CAF Advance shall not
be paid when due (whether at the stated maturity, by acceleration or
otherwise), such CAF Advance shall, without limiting any rights of any Lender
under this Agreement, bear interest from the date on which such payment was
due at a rate per annum which is 2% above the rate which would otherwise be
applicable to such CAF Advance until the stated CAF Advance Maturity Date of
such CAF Advance, and for each day thereafter at a rate per annum which is 2%
above the Base Rate, in each case until paid in full (as well after as before
judgment).  Interest accruing pursuant to this paragraph (c) shall be payable
from time to time on demand.

          (d)  Each Lender shall maintain in accordance with its usual
practice appropriate records evidencing indebtedness of the Company to such
Lender resulting from each CAF Advance of such Lender from time to time,
including the amounts of principal and interest payable and paid to such
Lender from time to time in respect of such CAF Advance.

          (e)  The Administrative Agent shall maintain the Register pursuant
to subsection 14.6(d), and a record therein for each Lender, in which shall be
recorded (i) the amount of each CAF Advance made by such Lender, the CAF
Advance Maturity Date thereof, the interest rate applicable thereto and each
CAF Advance Interest Payment Date applicable thereto, and (ii) the amount of
any sum received by the Administrative Agent hereunder from the Company on
account of such CAF Advance.

          (f)  The entries made in the Register and the records of each Lender
maintained pursuant to this subsection 3.3 shall, to the extent permitted by
applicable law, be prima facie evidence of the existence and amounts of the
obligations of the Company therein recorded; provided, however, that the
failure of any Lender or the Administrative Agent to maintain the Register or
any such record, or any error therein, shall not in any manner affect the
obligation of the Company to repay (with applicable interest) the CAF Advances
made by such Lender in accordance with the terms of this Agreement.

          (g)  The Company agrees that, upon the request to the Administrative
Agent by any Lender, the Company will execute and deliver to such Lender a
promissory note of the Company evidencing the CAF Advances of such Lender,
substantially in the form of Exhibit A-2 with appropriate insertions as to
date and principal amount (each, a "CAF Advance Note"); provided, that the
delivery of such CAF Advance Notes shall not be a condition precedent to the
Closing Date.

          3.4  Certain Restrictions.  A CAF Advance Request may request offers
for CAF Advances to be made on not more than one Borrowing Date and to mature
on not more than three CAF Advance Maturity Dates.  No CAF Advance Request may
be submitted earlier than three Business Days after submission of any other
CAF Advance Request.


<PAGE> 23


          SECTION 4.  AMOUNT AND TERMS OF MULTICURRENCY
                      COMMITMENT 

          4.1  Multicurrency Commitments.  Subject to the terms and conditions
hereof, each Multicurrency Lender severally agrees to make revolving credit
loans (each, a "Multicurrency Loan") in U.S. Dollars or any Available Foreign
Currency to any Borrower from time to time during the Revolving Credit
Commitment Period so long as after giving effect thereto and to any concurrent
repayment or prepayment of Loans (a) the Available Multicurrency Commitment of
each Multicurrency Lender is greater than or equal to zero, (b) the aggregate
outstanding principal amount of Multicurrency Loans does not exceed an amount
of which the U.S. Dollar Equivalent is $120,000,000 and (c) the Aggregate
Total Outstandings of all Lenders do not exceed the Aggregate Revolving Credit
Commitments.  During the Revolving Credit Commitment Period, any Borrower may
use the Multicurrency Commitments by borrowing, repaying the Multicurrency
Loans in whole or in part, and reborrowing, all in accordance with the terms
and conditions hereof.  

          4.2  Repayment of Multicurrency Loans; Evidence of Debt.  (a)  Each
Borrower hereby unconditionally promises to pay to the Administrative Agent
for the account of each Multicurrency Lender the then unpaid principal amount
of each Multicurrency Loan of such Multicurrency Lender to such Borrower on
the Revolving Credit Termination Date and on such other date(s) and in such
other amounts as may be required from time to time pursuant to this Agreement.

Each Borrower hereby further agrees to pay interest on the unpaid principal
amount of the Multicurrency Loans advanced to it and from time to time
outstanding until payment thereof in full at the rates per annum, and on the
dates, set forth in subsection 6.1.

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

          (c)  The Administrative Agent shall maintain the Register pursuant
to subsection 14.6(d), and a subaccount therein for each Multicurrency Lender,
in which shall be recorded (i) the amount of each Multicurrency Loan made
hereunder, (ii) the amount of any principal or interest due and payable or to
become due and payable from each Borrower to each Multicurrency Lender
hereunder in respect of the Multicurrency Loans and (iii) both the amount of
any sum received by the Administrative Agent hereunder from each Borrower in
respect of the Multicurrency Loans and each Multicurrency Lender's share
thereof.

          (d)  The entries made in the Register and the accounts of each
Multicurrency Lender maintained pursuant to subsection 4.2(b) shall, to the
extent permitted by applicable law, be prima facie evidence of the existence
and amounts of the obligations of each Borrower therein recorded; provided,
however, that the failure of any Multicurrency Lender or the Administrative
Agent to maintain the Register or any such account, or any error therein,
shall not in any manner affect the obligation of such Borrower to repay (with
applicable interest) the Multicurrency Loans made to such Borrower by such
Multicurrency Lender in accordance with the terms of this Agreement.

          4.3  Procedure for Multicurrency Borrowing.  Any Borrower may
request the Multicurrency Lenders to make Multicurrency Loans during the
Revolving Credit Commitment Period on any Business Day provided that such
Borrower shall give the Administrative Agent irrevocable notice (which notice
must be received by the Administrative Agent prior to 10:00 A.M., London time,
three Business Days prior to the requested Borrowing Date), specifying in each
case (i) the amount and currency to be borrowed, (ii) the requested Borrowing
Date and (iii) the length of the initial Interest Period therefor.  Each

<PAGE> 24

borrowing under the Multicurrency Commitments shall be in an amount in U.S.
Dollars equal to, or an amount in an Available Foreign Currency of which the
U.S. Dollar Equivalent is equal to, at least $5,000,000 (or, if the then
Aggregate Available Multicurrency Commitments are less than $5,000,000, such
lesser amount).  Upon receipt of any such notice from any Borrower, the
Administrative Agent shall promptly notify each Multicurrency Lender thereof. 
Not later than 12:00 P.M. Noon, London time, on the requested Borrowing Date,
each Multicurrency Lender shall make an amount equal to its Multicurrency
Commitment Percentage of the principal amount of Multicurrency Loans requested
to be made on such Borrowing Date available to the Administrative Agent at the
Administrative Agent's funding office for the applicable currency specified by
the Administrative Agent from time to time by notice to the Multicurrency
Lenders and in immediately available funds.  The amounts made available by
each Multicurrency Lender will then be made available to the relevant Borrower
at the funding office for the relevant Available Foreign Currency specified
from time to time by the Administrative Agent by notice to the Multicurrency
Lenders and in like funds as received by the Administrative Agent. 

          4.4  Termination or Reduction of Multicurrency Commitments.  The
Company shall have the right, upon not less than three Business Days' notice
to the Administrative Agent, to terminate the Multicurrency Commitments or,
from time to time, to reduce the amount of the Multicurrency Commitments;
provided that no such termination or reduction shall be permitted  if, after
giving effect thereto and to any prepayments of the Loans made on the
effective date thereof, the Available Multicurrency Commitment of any
Multicurrency Lender would be less than zero.  Any such reduction shall be in
an amount equal to $5,000,000 or a whole multiple of $1,000,000 in excess
thereof and shall reduce permanently the Multicurrency Commitments then in
effect.


          SECTION 5.  LOCAL CURRENCY FACILITIES

          5.1  Terms of Local Currency Facilities.  (a)  Subject to the
provisions of this Section 5, the Company may in its discretion from time to
time designate any Subsidiary of the Company organized under the laws of any
jurisdiction outside the United States as a "Local Currency Borrower" and any
Qualified Credit Facility to which such Local Currency Borrower and any one or
more Lenders (or its affiliates, agencies or branches) is a party as a "Local
Currency Facility", with the consent of each such Lender in its sole
discretion, by delivering a Local Currency Facility Addendum to the
Administrative Agent and the Lenders (through the Administrative Agent)
executed by the Company, each such Local Currency Borrower and each such
Lender, provided, that on the effective date of such designation no Event of
Default shall have occurred and be continuing.  Concurrently with the delivery
of a Local Currency Facility Addendum, the Company or the relevant Local
Currency Borrower shall furnish to the Administrative Agent copies of all
documentation executed and delivered by such Local Currency Borrower in
connection therewith, together with, if applicable, an English translation
thereof.  Except as otherwise provided in this Section 5 or in the definition
of "Qualified Credit Facility" in subsection 1.1, the terms and conditions of
each Local Currency Facility shall be determined by mutual agreement of the
relevant Local Currency Borrower(s) and Local Currency Lender(s).  The
documentation governing each Local Currency Facility shall (i) contain an
express acknowledgement that such Local Currency Facility shall be subject to
the provisions of this Section 5 and (ii) if more than one Lender is a party
thereto, designate a Local Currency Facility Agent for such Local Currency
Facility.  Each of the Company and, by agreeing to any Local Currency Facility
designation as contemplated hereby, each relevant Local Currency Lender (if
any) party thereto which is an affiliate, branch or agency of a Lender,
acknowledges and agrees that each reference in this Agreement to any Lender
shall, to the extent applicable, be deemed to be a reference to such Local
Currency Lender.  In the event of any inconsistency between the terms of this
Agreement and the terms of any Local Currency Facility, the terms of this
Agreement shall prevail.


<PAGE> 25

          (b)  The documentation governing each Local Currency Facility shall
set forth (i) the maximum amount (expressed in U.S. Dollars) available to be
borrowed from all Local Currency Lenders under such Local Currency Facility
(as the same may be reduced from time to time, a "Local Currency Facility
Maximum Borrowing Amount") and (ii) with respect to each Local Currency Lender
party to such Local Currency Facility, the maximum amount (expressed in U.S.
Dollars) available to be borrowed from such Local Currency Lender thereunder
(as the same may be reduced from time to time, a "Local Currency Lender
Maximum Borrowing Amount").

          (c)  Except as otherwise required by applicable law, in no event
shall the Local Currency Lenders party to a Local Currency Facility have the
right to accelerate the Local Currency Loans outstanding thereunder, or to
terminate their commitments (if any) to make such Local Currency Loans prior
to the earlier of the stated termination date in respect thereof or the
Revolving Credit Termination Date, except, in each case, in connection with an
acceleration of the Loans or a termination of the Commitments pursuant to
Section 12 hereof, provided, that nothing in this paragraph (c) shall be
deemed to require any Local Currency Lender to make a Local Currency Loan if
the applicable conditions precedent to the making of such Local Currency Loan
set forth in the documentation governing the relevant Local Currency Facility
have not been satisfied.  No Local Currency Loan may be made under a Local
Currency Facility if (i) after giving effect thereto, the conditions precedent
in subsection 8.2 hereof would not be satisfied or (ii) after giving effect to
the making of such Local Currency Loan and the simultaneous application of the
proceeds thereof, the Aggregate Total Outstandings of all Lenders at any time
exceed the Aggregate Revolving Credit Commitments.

          (d)  The relevant Local Currency Borrower shall furnish to the
Administrative Agent copies of any amendment, supplement or other modification
(including any change in commitment amounts or in the Local Currency Lenders
participating in any Local Currency Facility) to the terms of any Local
Currency Facility promptly after the effectiveness thereof (together with, if
applicable, an English translation thereof).  If any such amendment,
supplement or other modification to a Local Currency Facility shall (i) add a
Local Currency Lender as a Local Currency Lender thereunder or (ii) change the
Local Currency Facility Maximum Borrowing Amount or any Local Currency Lender
Maximum Borrowing Amount with respect thereto, the Company shall promptly
furnish an appropriately revised Local Currency Facility Addendum, executed by
the Company, the relevant Local Currency Borrower and the affected Local
Currency Lenders (or any agent acting on their behalf), to the Administrative
Agent and the Lenders (through the Administrative Agent).

          (e)  The Company may terminate its designation of a facility as a
Local Currency Facility, with the consent of each Local Currency Lender party
thereto in its sole discretion, by written notice to the Administrative Agent,
which notice shall be executed by the Company, the relevant Local Currency
Borrower and each Local Currency Lender party to such Local Currency Facility
(or any agent acting on their behalf).  Once notice of such termination is
received by the Administrative Agent, such Local Currency Facility and the
loans and other obligations outstanding thereunder shall immediately cease to
be subject to the terms of this Agreement.

          5.2  Reporting of Local Currency Outstandings.  (a)  On the date of
the making of any Local Currency Loan having a maturity of 30 or more days to
a Local Currency Borrower and on the last Business Day of each month on which
a Local Currency Borrower has any outstanding Local Currency Loans, the Local
Currency Facility Agent for such Local Currency Borrower shall deliver to the
Administrative Agent a Notice of Local Currency Outstandings.  The
Administrative Agent will, at the request of any Local Currency Facility
Agent, advise such Local Currency Facility Agent of the Exchange Rate used by
the Administrative Agent in calculating the U.S. Dollar Equivalent of Local
Currency Loans under the related Local Currency Facility on any date.



<PAGE> 26

          (b)  For purposes of any calculation under this Agreement in which
the amount of the Aggregate Local Currency Outstandings of any Lender is a
component, the Administrative Agent shall make such calculation on the basis
of the Notices of Local Currency Outstandings received by it at least two
Business Days prior to the date of such calculation.


          SECTION 6.  GENERAL PROVISIONS APPLICABLE TO THE LOANS  

          6.1  Interest Rates and Payment Dates.  (a)  Each Eurodollar Loan
shall bear interest for each day during each Interest Period with respect
thereto at a rate per annum equal to the Eurodollar Rate determined for such
Interest Period plus the Applicable Margin in effect for such day.

          (b)  Each Base Rate Loan shall bear interest for each day that it is
outstanding at a rate per annum equal to the Base Rate for such day.

          (c)  Each Multicurrency Loan shall bear interest for each day during
each Interest Period with respect thereto at a rate per annum equal to the
applicable Eurocurrency Rate determined for such Interest Period plus the
Applicable Margin in effect for such day.

          (d)  Each CAF Advance shall bear interest at the rate specified in
the CAF Advance Offer accepted by the Borrower in connection with such CAF
Advance, on terms set forth in subsection 3.3(b).       

          (e)  If all or a portion of (i) the principal amount of any Loan,
(ii) any interest payable thereon or (iii) any fee or other amount payable
hereunder shall not be paid when due (whether at the stated maturity, by
acceleration or otherwise), such overdue amount shall bear interest at a rate
per annum equal to the rate that would otherwise be applicable thereto
pursuant to the foregoing provisions of this subsection plus 2% or, if higher,
in the case of amounts required to be paid in U.S. Dollars, the rate described
in paragraph (b) of this subsection plus 2%.

          (f)  Interest shall be payable in arrears on each Interest Payment
Date, provided that interest accruing pursuant to paragraph (e) of this
subsection shall be payable from time to time on demand.

          6.2  Conversion and Continuation Options.  (a)  The Company may
elect from time to time to convert outstanding Eurodollar Loans (in whole or
in part) to Base Rate Loans by giving the Administrative Agent at least two
Business Days' prior irrevocable notice of such election, provided that any
such conversion of Eurodollar Loans may only be made on the last day of an
Interest Period with respect thereto.  The Company may elect from time to time
to convert outstanding Base Rate Loans (in whole or in part) to Eurodollar
Loans by giving the Administrative Agent at least three Business Days' prior
irrevocable notice of such election.  Any such notice of conversion to
Eurodollar Loans shall specify the length of the initial Interest Period or
Interest Periods therefor.  Upon receipt of any such notice the Administrative
Agent shall promptly notify each Lender thereof.  All or any part of
outstanding Eurodollar Loans and Base Rate Loans may be converted as provided
herein, provided that (i) no Base Rate Loan may be converted into a Eurodollar
Loan when any Default or Event of Default has occurred and is continuing and
the Administrative Agent or the Required Lenders have determined that such
conversion is not appropriate, (ii) any such conversion may only be made if,
after giving effect thereto, subsection 6.3 shall not have been violated and
(iii) no Base Rate Loan may be converted into a Eurodollar Loan after the date
that is one month prior to the Revolving Credit Termination Date.

          (b)  Any Eurodollar Loans may be continued as such upon the
expiration of the then current Interest Period with respect thereto by the
Company giving notice to the Administrative Agent of the length of the next
Interest Period to be applicable to such Loans in accordance with the
applicable provisions of the term "Interest Period" set forth in subsection

<PAGE> 27

1.1, provided that no Eurodollar Loan may be continued as such (i) when any
Default or Event of Default has occurred and is continuing and the
Administrative Agent or the Required Lenders have determined that such
continuation is not appropriate, (ii) if, after giving effect thereto,
subsection 6.3 would be contravened or (iii) after the date that is one month
prior to the Revolving Credit Termination Date, and provided, further, that if
the Company shall fail to give such notice or if such continuation is not
permitted pursuant to the preceding proviso such Eurodollar Loans shall be
automatically converted to Base Rate Loans on the last day of such then
expiring Interest Period.

          (c)  Any Multicurrency Loans may be continued as such upon the
expiration of the then current Interest Period with respect thereto by the
relevant Borrower giving the Administrative Agent at least two Business Days'
prior irrevocable notice of such election, provided, that if the relevant
Borrower shall fail to give such notice or if any Default or Event of Default
has occurred and is continuing and the Administrative Agent or the Required
Lenders have determined that such continuation would not be appropriate, such
Multicurrency Loans shall automatically be continued for an Interest Period of
one month.

          6.3  Minimum Amounts of Tranches.  All borrowings, conversions and
continuations of Revolving Credit Loans and Multicurrency Loans hereunder and
all selections of Interest Periods hereunder shall be in such amounts and be
made pursuant to such elections so that, immediately after giving effect
thereto, (a) the aggregate principal amount of the Eurodollar Loans comprising
each Tranche shall be equal to $10,000,000 or a whole multiple of $1,000,000
in excess thereof, (b) the aggregate principal amount of the Multicurrency
Loans comprising each Tranche shall be in an amount which is, or of which the
U.S. Dollar Equivalent is, at least $5,000,000 and (c) there shall not be more
than twelve Tranches at any one time outstanding.  

          6.4  Optional and Mandatory Prepayments.  (a)  The Company may at
any time and from time to time prepay Revolving Credit Loans, in whole or in
part, upon at least three Business Days' irrevocable notice to the
Administrative Agent (in the case of Eurodollar Loans) and at least same-day
irrevocable notice to the Administrative Agent (in the case of Base Rate
Loans), specifying the date and amount of prepayment and whether the
prepayment is of Eurodollar Loans, Base Rate Loans or a combination thereof,
and, if a combination thereof, the amount allocable to each.  Upon the receipt
of any such notice the Administrative Agent shall promptly notify each Lender
thereof.  If any such notice is given, the amount specified in such notice
shall be due and payable on the date specified therein, together with any
amounts payable pursuant to subsection 6.12.  Partial prepayments of the
Revolving Credit Loans shall be in an aggregate principal amount of
$10,000,000 or a whole multiple of $1,000,000 in excess thereof.

          (b)  The Borrowers may at any time and from time to time prepay,
without premium or penalty, the Multicurrency Loans, in whole or in part, upon
at least three Business Days' irrevocable notice to the Administrative Agent
specifying the date and amount of prepayment.  Upon the receipt of any such
notice, the Administrative Agent shall promptly notify each Multicurrency
Lender thereof.  If any such notice is given, the amount specified in such
notice shall be due and payable on the date specified therein.  Partial
prepayments of Multicurrency Loans shall be in an aggregate principal amount
of which the U.S. Dollar Equivalent is at least $5,000,000.

          (c) (i)  If, at any time during the Revolving Credit Commitment
Period, for any reason the Aggregate Total Outstandings of all Lenders exceed
the Aggregate Revolving Credit Commitments then in effect, (A) the Company
shall, without notice or demand, immediately prepay the Revolving Credit Loans
and/or (B) the Borrowers shall, without notice or demand, immediately prepay
the Multicurrency Loans such that the sum of (I) the aggregate principal
amount of the Revolving Credit Loans so prepaid and (II) the U.S. Dollar

<PAGE> 28

Equivalent of the aggregate principal amount of the Multicurrency Loans so
prepaid, equals or exceeds the amount of such excess.

              (ii) If, at any time during the Revolving Credit
Commitment Period, for any reason either (A) the Aggregate Total Outstandings
of all Multicurrency Lenders exceed the aggregate Revolving Credit Commitments
of the Multicurrency Lenders or (B) the Aggregate Multicurrency Outstandings
exceed the aggregate Multicurrency Commitments, (I) the Company shall, without
notice or demand, immediately prepay the Revolving Credit Loans and/or, as
applicable, (II) the Borrowers shall, without notice or demand, immediately
prepay Multicurrency Loans in amounts such that the sum of (x) the aggregate
principal amount of the Revolving Credit Loans so prepaid and (y) the U.S.
Dollar Equivalent of the Multicurrency Loans so prepaid, equals or exceeds the
amount of such excess.

          (d)  Each prepayment of Loans pursuant to this subsection 6.4 shall
be accompanied by accrued and unpaid interest on the amount prepaid to the
date of prepayment and any amounts payable under subsection 6.12 in connection
with such prepayment.

          (e)  Notwithstanding the foregoing, mandatory prepayments of
Revolving Credit Loans or Multicurrency Loans that would otherwise be required
pursuant to this subsection 6.4 solely as a result of fluctuations in Exchange
Rates from time to time shall only be required to be made pursuant to this
subsection 6.4 on the last Business Day of each month on the basis of the
Exchange Rate in effect on such Business Day. 

          (f)  Prepayments of the Loans pursuant to this subsection 6.4 shall
be applied as follows:  (i) in the case of prepayments made by the Company,
first, to prepay Base Rate Loans then outstanding and second, to prepay
Eurodollar Loans then outstanding and (ii) in case of prepayments made by a
Borrower, to prepay Multicurrency Loans borrowed by such Borrower.

          6.5  Facility Fees; Other Fees.  (a)  The Company agrees to pay to
the Administrative Agent for the account of each Lender, a facility fee for
the period from and including the Closing Date to but excluding the Revolving
Credit Termination Date (or such earlier date on which the Revolving Credit
Commitments shall terminate as provided herein), computed at a variable rate
on the average daily amount of the Revolving Credit Commitment of such Lender
during the period for which payment is made, which rate will vary according to
the S&P Bond Rating and the Moody's Bond Rating as follows:

          Bond Rating                         Facility
          (S&P/Moody's)        Level          Fee Rate 

          BBB-/Baa3 or higher  I              .1500%       
          BB+/Ba1              II             .2000%        
          BB/Ba2               III            .2500%        
          BB-/Ba3 or lower     IV             .3750%;       

provided that if the ratings of such rating agencies do not fall within the
same Level, the rate applicable to such day will be (i) if the lower rating is
one Level lower than the higher rating, the rate opposite such lower Level,
and (ii) if the lower rating is two or more Levels lower than the higher
rating, the rate opposite the next higher Level from such lower Level,
provided, further, that in the event a rating is not available from either
rating agency, such rating agency will be deemed to have assigned its lowest
rating.  Such facility fees shall be payable quarterly in arrears on the last
day of each March, June, September and December and on the Revolving Credit
Termination Date or such earlier date on which the Revolving Credit
Commitments shall terminate as provided herein, commencing on the first of
such dates to occur after the date hereof.



<PAGE> 29

          (b)  The Company shall pay (without duplication of any other fee
payable under this subsection 6.5) to Chase, for its accounts, all fees
separately agreed to by the Company and Chase. 

          (c)  The Company shall (without duplication of any other fee payable
under this subsection 6.5) pay to the Administrative Agent all fees separately
agreed to by the Company and the Administrative Agent.

          6.6  Computation of Interest and Fees.  (a)  Interest based on the
Eurodollar Rate, the Eurocurrency Rate or (when it is based on the Federal
Funds Effective Rate) the Base Rate shall be calculated on the basis of a 
360-day year for the actual days elapsed; and facility fees and interest (other
than as specified above) shall be calculated on the basis of a 365- (or 366-,
as the case may be) day year for the actual days elapsed.  The Administrative
Agent shall as soon as practicable notify the Company and the Lenders of each
determination of a Eurodollar Rate or a Eurocurrency Rate.  Any change in the
interest rate on a Loan resulting from a change in the Base Rate or a change
in the Prime Rate shall become effective as of the opening of business on the
day on which such change becomes effective provided that such change becomes
effective prior to 5:00 p.m., New York City time, on such day.  The
Administrative Agent shall as soon as practicable notify the Company and the
Lenders of the effective date and the amount of each such change in the Base
Rate.

          (b)  Each determination of an interest rate by the Administrative
Agent pursuant to any provision of this Agreement shall be conclusive and
binding on the Borrowers and the Lenders in the absence of manifest error. 
The Administrative Agent shall, at the request of a Borrower or any Lender,
deliver to such Borrower or such Lender a statement showing in reasonable
detail the quotations and calculations used by the Administrative Agent in
determining any interest rate pursuant to subsection 6.1(a) or (c).

          (c) (i) If any Domestic Reference Lender shall for any reason no
longer have a Revolving Credit Commitment or any Revolving Credit Loans, such
Domestic Reference Lender shall thereupon cease to be a Domestic Reference
Lender, and if, as a result, there shall only be one Domestic Reference Lender
remaining, the Administrative Agent (after consultation with the Company and
the Lenders) shall, by notice to the Company and the Lenders, designate
another Lender as a Domestic Reference Lender so that there shall at all times
be at least two Domestic Reference Lenders.

           (ii) If any Multicurrency Reference Lender shall for any reason no
longer have a Multicurrency Commitment or any Multicurrency Loans, such
Multicurrency Reference Lender shall thereupon cease to be a Multicurrency
Reference Lender, and if, as a result, there shall only be one Multicurrency
Reference Lender remaining, the Administrative Agent (after consultation with
the Company and the Lenders) shall, by notice to the Company and the Lenders,
designate another Multicurrency Lender as a Multicurrency Reference Lender so
that there shall at all times be at least two Multicurrency Reference Lenders.

          (d)  Each Reference Lender shall use its best efforts to furnish
quotations of rates to the Administrative Agent as contemplated hereby.  If
any of the Reference Lenders shall be unable or shall otherwise fail to supply
such rates to the Administrative Agent upon its request, the rate of interest
shall, subject to the provisions of subsection 6.7, be determined on the basis
of the quotations of the remaining Reference Lenders or Reference Lender, as
applicable.

          6.7  Inability to Determine Interest Rate.  If prior to the first
day of any Interest Period:

          (a)  the Administrative Agent shall have determined (which
determination shall be conclusive and binding upon the Borrowers) that, by
reason of circumstances affecting the relevant market generally, adequate and
reasonable means do not exist for ascertaining the Eurodollar Rate or the

<PAGE> 30

Eurocurrency Rate with respect to the currency in which a Loan or a requested
Loan is denominated (the "Affected Currency"), as the case may be, for such
Interest Period, or

          (b)  the Administrative Agent has received notice from the Required
Lenders or the Majority Multicurrency Lenders, as the case may be, that the
Eurodollar Rate or Eurocurrency Rate, as the case may be, determined or to be
determined with respect to the Affected Currency for such Interest Period will
not adequately and fairly reflect the cost to such Lenders (as certified by
such Lenders) of making or maintaining their Eurodollar Loans or Multicurrency
Loans, as the case may be, during such Interest Period, the Administrative
Agent shall give telecopy or telephonic notice thereof to the Company and the
Lenders as soon as practicable thereafter.  If such notice is given (i)
any Eurodollar Loans or Multicurrency Loans, as the case may be, requested to
be made on the first day of such Interest Period shall be made as
Base Rate Loans in U.S. Dollars, (ii) any Revolving Credit Loans that were to
have been converted on the first day of such Interest Period to or continued
as Eurodollar Loans shall be converted to or continued as Base Rate Loans,
(iii) any outstanding Eurodollar Loans shall be converted on the first day of
such Interest Period to Base Rate Loans and (iv) any Multicurrency Loans to
which such Interest Period relates shall be repaid on the first day of such
Interest Period.  Until such notice has been withdrawn by the Administrative
Agent, no further Eurodollar Loans or Multicurrency Loans shall be made or
continued as such, nor shall the Company have the right to convert Base Rate
Loans to Eurodollar Loans, as the case may be, provided that Loans may
continue to be made, converted or continued, as the case may be, in U.S.
Dollars or Available Foreign Currencies other than the Affected Currency.

     (c)  In the event that the Administrative Agent shall have determined
(which determination shall be conclusive and binding upon the Company) that by
reason of circumstances affecting the interbank eurodollar market, adequate
and reasonable means do not exist for ascertaining the LIBO Rate with respect
to a proposed CAF Advance to be made pursuant to a LIBO Rate CAF Advance
Request, the Administrative Agent shall forthwith give notice of such
determination to the Company and the affected Lenders at least two Business
Days prior to the proposed Borrowing Date, and such CAF Advances shall not be
made as LIBO Rate CAF Advances on such Borrowing Date.  Until any such notice
has been withdrawn by the Administrative Agent, no further LIBO Rate CAF
Advance Requests shall be submitted by the Company.

          6.8  Pro Rata Treatment and Payments.  (a) (i)  Except as provided
in subsection 2.5, each borrowing of Revolving Credit Loans by the Company
from the Lenders hereunder shall be made pro rata according to the Funding
Commitment Percentages of the Lenders in effect on the date of such borrowing.

Each payment by the Company on account of any facility fee hereunder shall be
allocated by the Administrative Agent among the Lenders in accordance with the
respective amounts which such Lenders are entitled to receive pursuant to
subsection 6.5(a).  Any reduction of the Revolving Credit Commitments of the
Lenders shall be allocated by the Administrative Agent among the Lenders pro
rata according to the Revolving Credit Commitment Percentages of the Lenders. 
Except as provided in subsection 2.5, each payment (other than any optional
prepayment) by the Company on account of principal of the Revolving Credit
Loans or the CAF Advances shall be allocated by the Administrative Agent pro
rata according to the respective principal amounts thereof then due and owing
to each Lender.  Each optional prepayment by the Company on account of
principal of or interest on the Revolving Credit Loans shall be allocated by
the Administrative Agent pro rata according to the respective outstanding
principal amounts thereof.  All payments (including prepayments) to be made by
the Company hereunder in respect of amounts denominated in Dollars, whether on
account of principal, interest, fees or otherwise, shall be made without set-off
or counterclaim and shall be made prior to 12:00 Noon, New York City time,
on the due date thereof to the Administrative Agent, for the account of the
Lenders, at the Administrative Agent's office specified in subsection 14.2, in


<PAGE> 31

Dollars and in immediately available funds.  The Administrative Agent shall
distribute such payments to the Lenders entitled to receive the same promptly
upon receipt in like funds as received.  

               (ii)  Each borrowing of Multicurrency Loans by any Borrower
shall be made, and any reduction of the Multicurrency Commitments shall be
allocated by the Administrative Agent, pro rata according to the Multicurrency
Commitment Percentages of the Multicurrency Lenders in effect on the date of
such Loans or reductions.  Each payment (including each prepayment) by a
Borrower on account of principal of and interest on Multicurrency Loans shall
be allocated by the Administrative Agent pro rata according to the respective
principal amounts of the Multicurrency Loans then due and owing by such
Borrower to each Multicurrency Lender.  All payments (including prepayments)
to be made by a Borrower on account of Multicurrency Loans hereunder, whether
on account of principal, interest, fees or otherwise, shall be made without
set-off or counterclaim and shall be made prior to 12:00 P.M. Noon, London
time, on the due date thereof to the Administrative Agent, for the account of
the Multicurrency Lenders, at the payment office for the currency of such
Multicurrency Loans specified from time to time by the Administrative Agent by
notice to the Multicurrency Lenders, in the currency of such Multicurrency
Loans and in immediately available funds.  The Administrative Agent shall
distribute such payments to the Multicurrency Lenders entitled to receive the
same promptly upon receipt in like funds as received.

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

          (b)  Unless the Administrative Agent shall have been notified in
writing by any Lender prior to a Borrowing Date that such Lender will not make
the amount that would constitute its share of such borrowing available to the
Administrative Agent, the Administrative Agent may assume that such Lender is
making such amount available to the Administrative Agent, and the
Administrative Agent may, in reliance upon such assumption, make available to
the applicable Borrower a corresponding amount.  If such amount is not made
available to the Administrative Agent by the required time on the Borrowing
Date therefor, such Lender shall pay to the Administrative Agent, on demand,
such amount with interest thereon at a rate per annum equal to (i) the daily
average Federal Funds Effective Rate (in the case of a borrowing of Revolving
Credit Loans or CAF Advances) and (ii) the Administrative Agent's reasonable
estimate of its average daily cost of funds (in the case of a borrowing of
Multicurrency Loans), in each case for the period until such Lender makes such
amount immediately available to the Administrative Agent.  A certificate of
the Administrative Agent submitted to any Lender with respect to any amounts
owing under this subsection shall be conclusive in the absence of manifest
error.  If such Lender's share of such borrowing is not made available to the
Administrative Agent by such Lender within three Business Days of such
Borrowing Date, the applicable Borrower shall repay such Lender's share of
such borrowing (together with interest thereon from the date such amount was
made available to such Borrower (i) at the rate per annum applicable to Base
Rate Loans hereunder (in the case of a borrowing of Revolving Credit Loans or
CAF Advances) or (ii) the Administrative Agent's reasonable estimate of its
average daily cost of funds plus the Applicable Margin applicable to
Multicurrency Loans (in the case of a borrowing of Multicurrency Loans)) to


<PAGE> 32

the Administrative Agent not later than three Business Days after receipt of
written notice from the Administrative Agent specifying such Lender's share of
such borrowing that was not made available to the Administrative Agent.

          6.9  Illegality.  Notwithstanding any other provision herein, if the
adoption of or any change in any Requirement of Law or in the interpretation
or application thereof shall make it unlawful for any Lender to make or
maintain Eurodollar Loans or Multicurrency Loans, as the case may be, as
contemplated by this Agreement, (a) such Lender shall immediately notify the
Company and the Agent, (b) the commitment of such Lender hereunder to make
Eurodollar Loans or Multicurrency Loans, as the case may be, continue
Eurodollar Loans or Multicurrency Loans, as the case may be,  as such and
convert Base Rate Loans to Eurodollar Loans shall forthwith be suspended until
such time as it shall no longer be unlawful for such Lender to make or
maintain the affected Loans, (c) as applicable, such Lender's Loans then
outstanding as Eurodollar Loans, if any, shall be converted automatically to
Base Rate Loans on the respective last days of the then current Interest
Periods with respect to such Eurodollar Loans or within such earlier period as
may be required by law and (d) as applicable, such Lender's Multicurrency
Loans shall be prepaid on the last day of the then current Interest Period
with respect thereto.  If any such conversion of a Eurodollar Loan or a
Multicurrency Loan, as the case may be, occurs on a day which is not the last
day of the then current Interest Period with respect thereto, the Company
shall pay to such Lender such amounts, if any, as may be required pursuant to
subsection 6.12.

          6.10  Requirements of Law.  (a)  If the adoption of or any change in
any Requirement of Law or in the interpretation or application thereof or
compliance by any Lender with any request or directive (whether or not having
the force of law) from any central bank or other Governmental Authority, made
subsequent to the date hereof:

               (i)   shall subject such Lender to any tax of any kind
whatsoever with respect to this Agreement, any Note, any Eurodollar Loan
made by it or any Multicurrency Loan made by it or its obligation to make any
Eurodollar Loan or Multicurrency Loan or change the basis of taxation of
payments to such Lender in respect thereof (except for taxes covered by
subsection 6.11 and changes in rate of tax on the overall net income of such
Lender);
               (ii)  shall impose, modify or hold applicable any reserve,
special deposit, compulsory loan or similar requirement against assets held
by, deposits or other liabilities in or for the account of, advances, loans or
other extensions of credit by, or any other acquisition of funds by, any
office of such Lender which is not otherwise included in the determination of
the Eurodollar Rate or the Eurocurrency Rate hereunder, including, without
limitation, the imposition of any reserves with respect to Eurocurrency
Liabilities under Regulation D of the Board; or

               (iii) shall impose on such Lender any other condition; 

and the result of any of the foregoing is to increase the cost to such Lender,
by an amount which such Lender deems to be material, of making, converting
into, continuing or maintaining Eurodollar Loans or Multicurrency Loans or to
reduce any amount receivable hereunder in respect thereof, then, in any such
case, the applicable Borrower shall promptly pay such Lender, upon its demand,
any additional amount or amounts as will compensate such Lender for such
increased cost or reduced amount receivable.  If any Lender becomes entitled
to claim any additional amounts pursuant to this subsection, it shall promptly
notify the Company (with a copy to the Administrative Agent) of the event by
reason of which it becomes so entitled.  A certificate as to any additional
amounts payable pursuant to this subsection submitted by such Lender to the
Company (with a copy to the Administrative Agent) shall be conclusive in the
absence of manifest error.  This covenant shall survive the termination of
this Agreement and the payment of the Loans and all other amounts payable
hereunder.

<PAGE> 33

          (b)  If any Lender shall have determined that the adoption of or any
change in any Requirement of Law regarding capital adequacy or in the
interpretation or application thereof or compliance by such Lender or any
corporation controlling such Lender with any request or directive regarding
capital adequacy (whether or not having the force of law) from any
Governmental Authority made subsequent to the date hereof shall have the
effect of reducing the rate of return on such Lender's or such corporation's
capital as a consequence of its obligations hereunder to a level below that
which such Lender or such corporation could have achieved but for such
adoption, change or compliance (taking into consideration such Lender's or
such corporation's policies with respect to capital adequacy) by an amount
deemed by such Lender to be material, then from time to time, after submission
by such Lender to the Company (with a copy to the Administrative Agent) of a
prompt written request therefor, the Company shall promptly pay to such Lender
such additional amount or amounts as will compensate such Lender for such
reduction.

          (c)  No Lender shall be entitled to compensation under this
subsection 6.10 for any costs incurred or reductions suffered with respect to
any date that it has such costs unless it shall have notified the Company that
it will demand compensation for such costs or reductions under paragraph (a)
or (b) above, not more than 120 days after the later of (i) such date and (ii)
the date on which it shall have become aware of such costs or reductions;
provided that the foregoing shall in no way operate in derogation of the
undertaking contained in the penultimate sentence of this paragraph (c). 
Notwithstanding any other provision of this subsection 6.10, no Lender shall
demand compensation for any increased cost or reduction referred to above if
it shall not at the time be the general policy or practice of such Lender to
demand such compensation in similar circumstances under comparable provisions
of other credit agreements.  In the event that any Lender determines that any
event or circumstances that will lead to a claim under this subsection 6.10
has occurred or will occur, such Lender will use its best efforts to so notify
the Company; provided, that any failure to provide such notice shall in no way
impair the rights of any Lender to demand and receive compensation under this
subsection 6.10, but without prejudice to any claims of the Company for
compensation for actual damages sustained as a result of any failure to
observe this undertaking.  The agreements of this subsection shall survive the
termination of this Agreement and the payment of the Loans and all other
amounts payable hereunder.

          6.11  Taxes.  (a)  All payments of principal and interest made by
the Borrowers under this Agreement and any Note shall be made free and clear
of, and without deduction or withholding for or on account of, any present or
future income, stamp or other taxes, levies, imposts, duties, charges, fees,
deductions or withholdings, now or hereafter imposed, levied, collected,
withheld or assessed by any Governmental Authority, excluding income taxes and
franchise taxes (imposed in lieu of income taxes) imposed on the
Administrative Agent or any Lender as a result of a present or former
connection between the Administrative Agent or such Lender and the
jurisdiction of the Governmental Authority imposing such tax or any political
subdivision or taxing authority thereof or therein (other than any such
connection arising solely from the Administrative Agent or such Lender having
executed, delivered or performed its obligations or received a payment under,
or enforced, this Agreement, any Note or any other Loan Document).  If any
such non-excluded taxes, levies, imposts, duties, charges, fees, deductions or
withholdings ("Non-Excluded Taxes") are required to be withheld from any
amounts payable to the Administrative Agent or any Lender hereunder or under
any Note, the amounts so payable to the Administrative Agent or such Lender
shall be increased to the extent necessary to yield to the Administrative
Agent or such Lender (after payment of all Non-Excluded Taxes) interest or any
such other amounts payable hereunder at the rates and in the amounts specified
in this Agreement, provided, however, that (i) the Company shall not be
required to increase any such amounts payable to any Lender that is not
organized under the laws of the United States of America or a state thereof if

<PAGE> 34

such Lender fails to comply with the requirements of paragraph (b) of this
subsection, and (ii) a Foreign Subsidiary Borrower shall not be required to
increase any such amounts payable to any Lender if such Lender fails to comply
with the requirements of paragraph (c) of this subsection.  Whenever any 
Non-Excluded Taxes are payable by a Borrower, as promptly as possible 
thereafter such Borrower shall send to the Administrative Agent for its own
account or for the account of such Lender, as the case may be, a certified 
copy of an original official receipt received by such Borrower showing payment
thereof.  If a Borrower fails to pay any Non-Excluded Taxes when due to the 
appropriate taxing authority or fails to remit to the Administrative Agent
the required receipts or other required documentary evidence, such Borrower 
shall indemnify the Administrative Agent and the Lenders for any incremental
taxes, interest or penalties that may become payable by the Administrative 
Agent or any Lender as a result of any such failure.  The agreements in this
subsection shall survive the termination of this Agreement and the payment of
the Loans and all other amounts payable hereunder.

          (b)  Each Lender that is not incorporated or organized under the
laws of the United States of America or a state thereof shall:

               (i)   at least five Business Days before the date of the
initial payment to be made by the Company under this Agreement to such Lender,
deliver to the Company and the Administrative Agent (A) two duly
completed copies of United States Internal Revenue Service Form 1001 or 4224,
or successor applicable form, as the case may be, certifying that it is
entitled to receive payments under this Agreement without deduction or
withholding of any United States federal income taxes and (B) an Internal
Revenue Service Form W-8 or W-9, or successor applicable form, as the case may
be, certifying that it is entitled to an exemption from United States backup
withholding tax;

               (ii)  deliver to the Company and the Administrative Agent
two further copies of any such form or certification at least five Business
Days before the date that any such form or certification expires or becomes
obsolete and after the occurrence of any event requiring a change in the most
recent form previously delivered by it to
the Administrative Agent and the Company; 

               (iii) obtain such extensions of time for filing and complete
such forms or certifications as may reasonably be requested by the Company or
the Administrative Agent; and 

               (iv)  file amendments to such forms as and when required; 

and each Lender (or Transferee) that is incorporated or organized under the
laws of the United States of America or a State thereof shall provide two
properly completed and duly executed copies of Form W-9, or successor
applicable form, at the times specified for delivery of forms under paragraph
(b)(i) of this subsection, in each case unless an event (including, without
limitation, any change in treaty, law or regulation) has occurred after the
date such Person becomes a Lender hereunder which renders all such forms
inapplicable or which would prevent such Lender from duly completing and
delivering any such form with respect to it and such Lender so advises the
Company and the Administrative Agent; provided, however, that the Company may
rely upon such forms provided to the Company for all periods prior to the
occurrence of such event.  Each Person that shall become a Lender or a
Participant pursuant to subsection 14.6 shall, upon the effectiveness of the
related transfer, be required to provide all of the forms, certifications and
statements required pursuant to this subsection, provided that in the case of
such Participant, the obligations of such Participant pursuant to this
subsection 6.11(b) shall be determined as if such Participant were a Lender,
except that such Participant shall furnish all such required forms,
certifications and statements to the Lender from which the related
participation shall have been purchased.

<PAGE> 35

          (c)  Each Lender that is not incorporated or organized under the
laws of the jurisdiction under which a Foreign Subsidiary Borrower is
incorporated or organized shall, upon request by such Foreign Subsidiary
Borrower, within a reasonable period of time after such request, deliver to
such Foreign Subsidiary Borrower or the applicable governmental or taxing
authority, as the case may be, any form or certificate required in order that
any payment by such Foreign Subsidiary Borrower under this Agreement or any
Notes to such Lender may be made free and clear of, and without deduction or
withholding for or on account of any Non-Excluded Tax (or to allow any such
deduction or withholding to be at a reduced rate) imposed on such payment
under the laws of the jurisdiction under which such Foreign Subsidiary
Borrower is incorporated or organized, provided that such Lender is legally
entitled to complete, execute and deliver such form or certificate and such
completion, execution or submission would not materially prejudice the legal
position of such Lender.

          (d)  No Lender shall be entitled to payment under this subsection
6.11 unless it shall have notified the applicable Borrower that it will demand
such payment not more than 120 days after the date on which it shall become
aware that it was entitled to such payment  provided that such notice
requirement shall in no way operate in derogation of the undertaking contained
in the second following sentence of this subsection 6.11(d).  Notwithstanding
any other provision of this subsection 6.11, no Lender shall demand any
payment under this subsection 6.11 if it shall not at the time be the general
policy or practice of such Lender to demand such compensation in similar
circumstances under comparable provisions of other credit agreements.  In the
event that any Lender determines that any event or circumstance that will lead
to a claim by it under this subsection 6.11 has occurred or will occur, such
Lender will use its best efforts to so notify the Company provided that any
failure to provide such notice shall in no way impair the rights of any Lender
to demand and receive compensation under this subsection 6.11, but without
prejudice to any claims of the Company for failure to observe this
undertaking. 

          6.12  Indemnity.  Each Borrower agrees to indemnify each Lender and
to hold each Lender harmless from any loss or expense which such Lender may
sustain or incur as a consequence of (a) default by such Borrower in payment
when due of the principal amount of or interest on any Eurodollar Loan or
Multicurrency Loan or LIBO Rate CAF Advance, (b) default by such Borrower in
making a borrowing of, conversion into or continuation of Eurodollar Loans or
Multicurrency Loans or LIBO Rate CAF Advance after such Borrower has given a
notice requesting the same in accordance with the provisions of this
Agreement, (c) default by such Borrower in making any prepayment after such
Borrower has given a notice thereof in accordance with the provisions of this
Agreement or (d) the making by such Borrower of a prepayment of Eurodollar
Loans or Multicurrency Loans on a day which is not the last day of an Interest
Period with respect thereto, including, without limitation, in each case, any
such loss or expense arising from the reemployment of funds obtained by it or
from fees payable to terminate the deposits from which such funds were
obtained.  Such indemnification may include an amount equal to the excess, if
any, of (i) the amount of interest which would have accrued on the amount so
prepaid, or not so borrowed, converted or continued, for the period from the
date of such prepayment or of such failure to borrow, convert or continue to
the last day of such Interest Period (or, in the case of a failure to borrow,
convert or continue, the Interest Period that would have commenced on the date
of such failure) in each case at the applicable rate of interest for such
Loans provided for herein (excluding, however, the Applicable Margin included
therein, if any) over (ii) the amount of interest (as reasonably determined by
such Lender) which would have accrued to such Lender on such amount by placing
such amount on deposit for a comparable period with leading banks in the
interbank eurodollar market.  All payments required to be made by any Borrower
to any Lender under this subsection 6.12 shall be made no later than 30 days
after receipt by such Borrower of a written notice from such Lender setting
forth in reasonable detail the basis upon which such Lender is entitled to

<PAGE> 36

receive such payments.  This covenant shall survive the termination of this
Agreement and the payment of the Loans and all other amounts payable
hereunder.  

          6.13  Use of Proceeds.  The proceeds of the Loans shall be used (a)
to refinance the Existing Domestic Credit Agreement and the Existing
Multicurrency Credit Agreement, (b) to pay fees and expenses incurred by the
Borrowers in connection with this Agreement and (c) for working capital and
other general corporate purposes of the Borrowers and their Subsidiaries,
including investments and acquisitions.

          6.14  Change of Lending Office; Replacement of Lenders. (a) Each
Lender agrees that if it makes any demand for payment under subsection 6.10 or
6.11, or if any adoption or change of the type described in subsection 6.9
shall occur with respect to it, it shall use reasonable efforts (consistent
with its internal policy and legal and regulatory restrictions and so long as
such efforts would not be disadvantageous to it, as determined in its sole
discretion) to designate a different lending office if the making of such a
designation would reduce or obviate the need for the Borrowers to make
payments under subsection 6.10 or 6.11, or would eliminate or reduce the
effect of any adoption or change described in subsection 6.9.

          (b)  If at any time Lender makes any demand for payment under
subsection 6.10 or 6.11 as a result of any condition described in any such
subsection, then the Borrowers may, if such condition continues to exist after
such Lender shall have used reasonable efforts pursuant to paragraph (a) of
this subsection 6.14 and on 10 Business Days' prior written notice to the
Administrative Agent and such Lender, replace such Lender by causing such
Lender to (and such Lender shall) assign pursuant to subsection 14.6(c) all of
its rights and obligations under this Agreement to another Lender or other
bank or financial institution selected by the Company and acceptable to the
Administrative Agent for a purchase price equal to the outstanding principal
amount of all Loans, accrued interest, fees and other amounts owing to such
Lender; provided that (i) the Borrowers shall have no right to replace the
Administrative Agent, (ii) neither the Administrative Agent nor any Lender
shall have any obligation to the Borrowers to find a replacement Lender or
other bank or financial institution, (iii) such replacement must take place no
later than 180 days after such Lender shall have made any such demand for
payment, (iv) in no event shall any Lender hereby replaced be required to pay
or surrender to such replacement Lender or other bank or financial institution
any of the fees received by such Lender pursuant to this Agreement, (v) the
Borrowers shall pay such amounts demanded under subsection 6.10 or 6.11 to
such Lender, together with any amounts as may be required pursuant to
subsection 6.12, prior to such Lender being replaced and the payment of such
amounts shall be a condition to the replacement of such Lender and (vi) such
Lender shall not be required to pay any fees required by subsection 14.6(e) in
connection with such replacement, which fees shall be paid by the Company.    


          SECTION 7.  REPRESENTATIONS AND WARRANTIES

          Each of the Company and the Foreign Subsidiary Borrowers (insofar as
the representations and warranties set forth below relate respectively to such
Foreign Subsidiary Borrower) represents and warrants to the Administrative
Agent and each Lender that:

          7.1  Financial Condition.  The consolidated balance sheets of the
Company and its consolidated Subsidiaries as at December 31, 1995 and December
31, 1996, respectively, and the related consolidated statements of earnings,
cash flows and shareholders' equity for the fiscal years ended on such dates,
reported on by Ernst & Young LLP, copies of which have heretofore been
furnished to each Lender, are complete and correct in all material respects
and present fairly the consolidated financial condition of the Company and its
consolidated Subsidiaries as at such dates, and the consolidated results of
their operations and their consolidated cash flows for the fiscal years then
ended.  The unaudited consolidated balance sheet of the Company and its

<PAGE> 37

consolidated Subsidiaries as at March 31, 1997 and the related unaudited
consolidated statements of earnings and of cash flows for the three-month
period ended on such date, certified by a Responsible Officer, copies of which
have heretofore been furnished to each Lender, are complete and correct and
present fairly the consolidated financial condition of the Company and its
consolidated Subsidiaries as at such date, and the consolidated results of
their operations and their consolidated cash flows for the three-month period
then ended (subject to normal year-end audit adjustments).  All such financial
statements, including the related schedules and notes thereto, have been
prepared in accordance with GAAP applied consistently throughout the periods
involved (except as approved by such accountants or Responsible Officer, as
the case may be, and as disclosed therein).  Neither the Company nor any of
its consolidated Subsidiaries (taken as a whole) had, at the date of the most
recent balance sheet referred to above, any material Guaranty, contingent
liability or liability for taxes, or any long-term lease or unusual forward or
long-term commitment, including, without limitation, any interest rate or
foreign currency swap or exchange transaction, which is not reflected in the
foregoing statements or in the notes thereto.  During the period from December
31, 1996 to and including the date hereof there has been no sale, transfer or
other disposition by the Company or any of its consolidated Subsidiaries of
any material part of its business or property and no purchase or other
acquisition of any business or property (including any capital stock of any
other Person) material in relation to the consolidated financial condition of
the Company and its consolidated Subsidiaries at December 31, 1996, other than
any such sale, transfer or other disposition that would have been permitted by
this Agreement if this Agreement had been in effect at all times during such
period.

          7.2  No Change.  Since December 31, 1996, there has been no
development or event which has had or could reasonably be expected to have a
Material Adverse Effect, except as disclosed in the Company's Annual Report on
Form 10-K for fiscal year 1996.

          7.3  Corporate Existence; Compliance with Law.  Each of the Company
and its Subsidiaries (a) is duly organized, validly existing and in good
standing under the laws of the jurisdiction of its organization except to the
extent that, with respect to those Subsidiaries that are not Borrowers
hereunder, the lack of such organization, existence or good standing could
not, in the aggregate, reasonably be expected to have a Material Adverse
Effect, (b) has the corporate or other power and authority, and the legal
right, to own and operate its property, to lease the property it operates as
lessee and to conduct the business in which it is currently engaged except to
the extent that, with respect to those Subsidiaries that are not Borrowers
hereunder, the lack of such power, authority or legal right could not, in the
aggregate, reasonably be expected to have a Material Adverse Effect, (c) is
duly qualified as a foreign corporation or other entity and in good standing
under the laws of each jurisdiction where its ownership, lease or operation of
property or the conduct of its business requires such qualification except to
the extent that the failure to qualify or be in good standing could not, in
the aggregate, reasonably be expected to have a Material Adverse Effect and
(d) is in compliance with all Requirements of Law except to the extent that
the failure to comply therewith could not, in the aggregate, reasonably be
expected to have a Material Adverse Effect.

          7.4  Corporate Power; Authorization; Enforceable Obligations.  Each
Borrower has the corporate or other power and authority, and the legal right,
to execute, deliver and perform the Loan Documents to which it is a party and
to borrow hereunder and has taken all necessary corporate or other action to
authorize the borrowings on the terms and conditions of this Agreement and the
Notes to which it is a party and to authorize the execution, delivery and
performance of the Loan Documents to which it is a party.  No consent or
authorization of, filing with, notice to or other act by or in respect of, any
Governmental Authority or any other Person is required with respect to the
Company or any of its Subsidiaries in connection with the borrowings hereunder
or, with the execution, delivery, performance, validity or enforceability of

<PAGE> 38

the Loan Documents to which it is a party except for consents which have been
obtained and are in full force and effect.  This Agreement has been, and each
other Loan Document has been or when executed pursuant hereto will be, duly
executed and delivered on behalf of each of the applicable Borrowers.  This
Agreement and each other Loan Document to which a Borrower is a party
constitutes a legal, valid and binding obligation of such Person enforceable
against such Person in accordance with its terms, except as enforceability may
be limited by applicable bankruptcy, insolvency, reorganization, moratorium or
similar laws affecting the enforcement of creditors' rights generally and by
general equitable principles (whether enforcement is sought by proceedings in
equity or at law) and by an implied covenant of good faith and fair dealing.

          7.5  No Legal Bar.  The execution, delivery and performance of the
Loan Documents, the borrowings hereunder and the use of the proceeds thereof
will not violate any Requirement of Law or Contractual Obligation of the
Company or of any of its Subsidiaries and will not result in, or require, the
creation or imposition of any Lien on any of its or their respective
properties or revenues pursuant to any such Requirement of Law or Contractual
Obligation.

          7.6  No Material Litigation.  No litigation, investigation or
proceeding of or before any arbitrator or Governmental Authority is pending
or, to the knowledge of the Company, threatened by or against the Company or
any of its Subsidiaries or against any of its or their respective properties
or revenues (a) with respect to any of the Loan Documents or any of the
transactions contemplated hereby, or (b) which could reasonably be expected to
have a Material Adverse Effect.

          7.7  No Default.  Neither the Company nor any of its Subsidiaries is
in default under or with respect to any of its Contractual Obligations in any
respect which could reasonably be expected to have a Material Adverse Effect. 
No Default or Event of Default has occurred and is continuing.

          7.8  Ownership of Property; Liens.  Each of the Company and its
Subsidiaries has good record and marketable title in fee simple to, or a valid
leasehold interest in, all its material real property, and good title to, or a
valid leasehold interest in, all its other material property, and none of such
property is subject to any Lien except as permitted by subsection 10.4.

          7.9  Intellectual Property.  Each of the Company its Subsidiaries
owns, or is licensed to use, all trademarks, tradenames, copyrights,
technology, know-how and processes necessary for the conduct of its business
as currently conducted except for those the failure to own or license which
could not reasonably be expected to have a Material Adverse Effect (the
"Intellectual Property").  No claim has been asserted and is pending by any
Person challenging or questioning the use of any such Intellectual Property or
the validity or effectiveness of any such Intellectual Property, nor does the
Company know of any valid basis for any such claim which, in the aggregate,
could reasonably be expected to have a Material Adverse Effect.  The use of
such Intellectual Property by the Company and its Subsidiaries does not
infringe on the rights of any Person, except for such claims and infringements
that, in the aggregate, could not reasonably be expected to have a Material
Adverse Effect.

          7.10  No Burdensome Restrictions.  No Requirement of Law or
Contractual Obligation of the Company or any of its Subsidiaries could
reasonably be expected to have a Material Adverse Effect.

          7.11  Taxes.  Each of the Company and its Subsidiaries has filed or
caused to be filed all U.S. tax returns and all other material tax returns
which, to the knowledge of the Borrowers, are required to be filed and has
paid all taxes shown to be due and payable on said returns or on any
assessments made against it or any of its property and all other taxes, fees
or other charges imposed on it or any of its property by any Governmental
Authority (other than any (i) with respect to which the failure to pay, in the

<PAGE> 39

aggregate, would not reasonably be expected to have a Material Adverse Effect
or (ii) the amount or validity of which is currently being contested in good
faith by appropriate proceedings and with respect to which reserves in
conformity with GAAP have been provided on the books of the Company or its
Subsidiaries, as the case may be); no tax Lien has been filed, and, to the
knowledge of the Company, no claim is being asserted, with respect to any such
tax, fee or other charge.

          7.12  Federal Regulations.  No part of the proceeds of any Loans
will be used for "purchasing" or "carrying" any "margin stock" within the
respective meanings of each of the quoted terms under Regulation U of the
Board of Governors of the United States Federal Reserve System as now and from
time to time hereafter in effect or for any purpose which violates the
provisions of the Regulations of such Board of Governors (including but not
limited to the provisions of Regulation U and Regulation X) or any similar
rule of any other Governmental Authority.  If any Borrower is requested by any
Lender or the Administrative Agent, such Borrower will furnish to the
Administrative Agent and each Lender a statement to the foregoing effect in
conformity with the requirements of FR Form U-1 referred to in said Regulation
U.

          7.13  ERISA.  Neither a Reportable Event nor an Accumulated Funding
Deficiency has occurred during the five-year period prior to the date on which
this representation is made or deemed made with respect to any Plan, and each
Plan has complied in all material respects with the applicable provisions of
ERISA and the Code.  No termination of a Single Employer Plan has occurred,
and no Lien in favor of PBGC or a Plan has arisen, during such five-year
period.  The present value of all accrued benefits under each Single Employer
Plan (based on those assumptions used to fund such Plans) did not, as of the
last annual valuation date prior to the date on which this representation is
made or deemed made, exceed the value of the assets of such Plan allocable to
such accrued benefits by an amount which could reasonably be expected to have
a Material Adverse Effect, either individually or in the aggregate with all
other Single Employer Plans under which such accrued benefits exceed such
assets.  Neither the Company nor any Commonly Controlled Entity has had a
complete or partial withdrawal from any Multiemployer Plan during the 
five-year period prior to the date on which this representation is made or
deemed made which could, in the aggregate with other such withdrawals during
such period, reasonably be expected to have a Material Adverse Effect, and 
neither the Company nor any Commonly Controlled Entity would become subject
to any liability under ERISA if the Company or any such Commonly Controlled
Entity were to withdraw completely from all Multiemployer Plans as of the
valuation date most closely preceding the date on which this representation
is made or deemed made.  No such Multiemployer Plan is in Reorganization or
is Insolvent.

          7.14  Investment Company Act; Other Regulations.  No Borrower is an
"investment company", or a company "controlled" by an "investment company",
within the meaning of the Investment Company Act of 1940, as amended.  No
Borrower is subject to any law or regulation which limits its ability to incur
Indebtedness.

          7.15  Subsidiaries.  As of the date hereof, neither the Company nor
any other Borrower has any Subsidiary except those Subsidiaries identified on
Schedule II to this Agreement.

          7.16  Environmental Matters.  (a)  The facilities and properties
owned, leased or operated by the Company and/or any of its Subsidiaries (the
"Properties") do not contain, and have not previously contained, any Materials
of Environmental Concern in amounts or concentrations which (i) constitute or
constituted a violation of, or (ii) could reasonably be expected to give rise
to liability under, any Environmental Law except in either case insofar as
such violation or liability, or any aggregation thereof, is not reasonably
likely to result in the payment of a Material Environmental Amount. 



<PAGE> 40

          (b)  The Properties and all operations at the Properties are in
compliance, and have in the last five years been in compliance, in all
material respects with all applicable Environmental Laws, and there is no
contamination at, under or about the Properties or violation of any
Environmental Law with respect to the Properties or the business operated by
the Company or any of its Subsidiaries (the "Business") which could materially
interfere with the continued operation of the Properties or materially impair
the aggregate fair saleable value of the Properties.

          (c)  Neither the Company nor any of its Subsidiaries has received
any notice of violation, alleged violation, non-compliance, liability or
potential liability regarding environmental matters or compliance with
Environmental Laws with regard to any of the Properties or the Business, nor
does the Company or any of its Subsidiaries have knowledge or reason to
believe that any such notice will be received or is being threatened except
insofar as such notice or threatened notice, or any aggregation thereof, does
not involve a matter or matters that is or are reasonably likely to result in
the payment of a Material Environmental Amount.

          (d)  Materials of Environmental Concern have not been transported or
disposed of from the Properties in violation of, or in a manner or to a
location which could reasonably be expected to give rise to liability under,
any Environmental Law, nor have any Materials of Environmental Concern been
generated, treated, stored or disposed of at, on or under any of the
Properties in violation of, or in a manner that could reasonably be expected
to give rise to liability on the part of the Company or any Subsidiary under,
any applicable Environmental Law except insofar as any such violation or
liability referred to in this paragraph, or any aggregation thereof, is not
reasonably likely to result in the payment of a Material Environmental Amount.

          (e)  No judicial proceeding or governmental or administrative action
is pending or, to the knowledge of the Company, threatened, under any
Environmental Law to which the Company or any Subsidiary is or will be named
as a party with respect to the Properties or the Business, nor are there any
consent decrees or other decrees, consent orders, administrative orders or
other orders, or other administrative or judicial requirements outstanding
under any Environmental Law with respect to the Properties or the Business
except insofar as such proceeding, action, decree, order or other requirement,
or any aggregation thereof, is not reasonably likely to result in the payment
of a Material Environmental Amount.

          (f)  There has been no release or threat of release of Materials of
Environmental Concern at or from the Properties, or arising from or related to
the operations of the Company or any Subsidiary in connection with the
Properties or otherwise in connection with the Business, in violation of or in
amounts or in a manner that could reasonably give rise to liability under
Environmental Laws except insofar as any such violation or liability referred
to in this paragraph, or any aggregation thereof, is not reasonably likely to
result in the payment of a Material Environmental Amount.

          7.17  Accuracy and Completeness of Information.  All information
heretofore furnished by each Borrower to the Lenders for purposes of or in
connection with this Agreement does not, and all such information hereafter
furnished by such Borrower to any Lender for purposes of this Agreement will
not, contain any untrue statement of a material fact or omit to state a
material fact necessary in order to make the statements made or to be made, in
the light of the circumstances under which they were or will be made, not
misleading.  Prior to the date hereof, each Borrower has disclosed to the
Lenders in writing any and all facts which materially and adversely affect (to
the extent such Borrower can as of the date hereof reasonably foresee), the
business, operations or financial condition of the Company and its
Subsidiaries, taken as a whole, or the ability of such Borrower to perform its
obligations under the Loan Documents.  It is understood that no representation
or warranty is made concerning the forecasts, estimates, pro forma
information, projections and statements as to anticipated future performance

<PAGE> 41

or conditions, and the assumptions on which they were based, contained in any
such information, reports, financial statements, exhibits or schedules, except
that as of the date such forecasts, estimates, pro forma information,
projections and statements were generated, (a) such forecasts, estimates, pro
forma information, projections and statements were based on the good faith
assumptions of the management of the Company and (b) such assumptions were
believed by such management to be reasonable.

          7.18  Other Unsecured Indebtedness.  The obligations of each of the
Borrowers under this Agreement and the Notes and the other Loan Documents rank
at least pari passu in right of payment with all other unsecured and
unsubordinated Indebtedness of such Borrowers.

          7.19  Foreign Subsidiary Borrowers.  (a)  Each Foreign Subsidiary
Borrower will be a direct or indirect, wholly-owned Subsidiary of the Company
(excluding director qualifying shares) (or, with the consent of the Majority
Multicurrency Lenders, which consent shall not be unreasonably withheld, a
direct or indirect, majority-owned Subsidiary of the Company); and

          (b)  Each Foreign Subsidiary Borrower will have, upon becoming a
party hereto, full right and authority to enter into this Agreement and each
other Loan Document to which it is a party, and to perform all of its
obligations under this and each other Loan Document to which it is a party;
all of the foregoing actions will have been, prior to any request for Loans by
such Borrower, duly authorized by all necessary action on the part of such
Borrower; and when such Foreign Subsidiary Borrower becomes a party hereto,
this Agreement and each other Loan Document to which it is a party will
constitute valid and binding obligations of such Borrower enforceable in
accordance with their respective terms except as such terms may be limited by
the application of bankruptcy, moratorium, insolvency and similar laws
affecting the rights of creditors generally and by equitable principles
affecting the availability of specific performance and other remedies.


          SECTION 8.  CONDITIONS PRECEDENT

          8.1  Conditions to Initial Loans.  The obligation of each Lender to
make its initial Loans hereunder is subject to the satisfaction of the
following conditions precedent:

          (a)  Loan Documents.  The Administrative Agent shall have received
this Agreement, executed and delivered by a duly authorized officer (or a duly
authorized representative) of the Company and each Foreign Subsidiary Borrower
that is a party hereto on the Closing Date, with a counterpart or copy for
each Lender. 

          (b)  Corporate Proceedings.  The Administrative Agent shall have
received, with a counterpart or copy for each Lender, a copy of
the resolutions, in form and substance satisfactory to the Administrative
Agent, of the Board of Directors of the Company and each other Borrower that
is a party hereto on the Closing Date, authorizing (i) the execution, delivery
and performance by it of this Agreement and the Loan Documents to which it is
a party and (ii) the borrowings by it contemplated hereunder, certified by the
Secretary or an Assistant Secretary of the Company or such other Borrower, as
the case may be, as of the Closing Date, which certificate shall be in form
and substance satisfactory to the Administrative Agent and shall state that
the resolutions thereby certified have not been amended, modified, revoked or
rescinded.

          (c)  Incumbency Certificate.  The Administrative Agent shall have
received, with a counterpart or copy for each Lender, a certificate of the
Company, dated the Closing Date, as to the incumbency and signature of the
officers or representatives of each Borrower executing any Loan Document on
the Closing Date, satisfactory in form and substance to the Administrative
Agent, executed by any of the Chief Executive Officer, the President, the

<PAGE> 42

Chief Financial Officer, the Treasurer or the Controller of the Company and
the Secretary or any Assistant Secretary (or a duly authorized representative,
if such representative is also a duly authorized officer of the Company or
otherwise authorized by the Company) of the Company.

          (d)  Corporate Documents.  The Administrative Agent shall have
received, with a counterpart or copy for each Lender, true and complete copies
of the certificate of incorporation and by-laws of the Company and each other
Borrower that is a party hereto on the Closing Date, certified as of the
Closing Date as complete and correct copies thereof by the Secretary or an
Assistant Secretary or a duly authorized representative of the Company or such
other Borrower, as the case may be.

          (e)  Fees.  The Administrative Agent shall have received the fees
to be received on the Closing Date in connection with this Agreement.

          (f)  Legal Opinions.  The Administrative Agent shall have received,
with a counterpart for each Lender, the executed legal opinion of Diane L.
Kaye, general counsel of the Company, given upon the express instructions of
the Company, substantially in the form of Exhibit H.

          (g)  Existing Credit Agreements.  All loans, accrued interest and
other fees and any other amounts owing to the respective lenders and agents
under each of the Existing Domestic Credit Agreement and Existing
Multicurrency Credit Agreement shall have been paid in full, and the
commitments to make loans thereunder shall have been cancelled.

          8.2  Conditions to Each Loan.  The agreement of each Lender to make
any Loan requested to be made by it on any date (including, without
limitation, its initial Loan) is subject to the satisfaction of the following
conditions precedent:

          (a)  Representations and Warranties.  Each of the representations
and warranties made by the Company and other Borrowers in or pursuant to
the Loan Documents shall be true and correct in all material respects on and
as of such date as if made on and as of such date.

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

          (c)  Foreign Subsidiary Opinion.  If such Loan is the initial Loan
to a Foreign Subsidiary Borrower, the Administrative Agent shall have received
a Foreign Subsidiary Opinion in respect of such Foreign Subsidiary Borrower.

          (d)  Corporate Proceedings.  If such Loan is the initial Loan to a
Foreign Subsidiary Borrower, the Administrative Agent shall have received,
with a counterpart for each Lender, if applicable, a copy of the resolutions,
in form and substance satisfactory to the Administrative Agent, of the Board
of Directors of such Borrower authorizing (i) the execution, delivery and
performance by it of this Agreement and the Loan Documents to which it is a
party and (ii) the borrowings by it contemplated hereunder, certified by the
Secretary or an Assistant Secretary of such Borrower as of the date on which
such Loan is requested to be made, which certificate shall be in form and
substance satisfactory to the Administrative Agent and shall state that the
resolutions thereby certified have not been amended, modified, revoked or
rescinded.

          (e)  Incumbency Certificate.  If such Loan is the initial Loan to a
Foreign Subsidiary Borrower, the Administrative Agent shall have received,
with a counterpart for each Lender, a certificate of such Borrower, dated the
date on which such Loan is requested to be made, as to the incumbency and
signature of the officers or representatives of such Borrower executing any
Loan Document, satisfactory in form and substance to the Administrative Agent,
executed by any Responsible Officer such Borrower and the Secretary or any

<PAGE> 43

Assistant Secretary (or a duly authorized representative, if such
representative is also a duty authorized officer of such Borrower or otherwise
authorized by such Borrower).

          (f)  Corporate Documents.  If such Loan is the initial Loan to a
Foreign Subsidiary Borrower, the Administrative Agent shall have received,
with a counterpart for each Lender, true and complete copies of the organic
documents of such Borrower, certified as of the date on which such Loan is
required to be made as complete and correct copies thereof by the Secretary or
an Assistant Secretary or a duly authorized representative of such Borrower.

          (g)  Additional Matters.  All corporate and other proceedings, and
all documents, instruments and other legal matters in connection with the
transactions contemplated by this Agreement and the other Loan Documents shall
be satisfactory in form and substance to the Administrative Agent, and the
Administrative Agent shall have received such other documents and legal
opinions in respect of any aspect or consequence of the transactions
contemplated hereby or thereby as it shall reasonably request.

Each borrowing by a Borrower hereunder shall constitute a representation and
warranty by the Company and such Borrower as of the date of such Loan that the
conditions contained in this subsection 8.2 have been satisfied.


          SECTION 9.  AFFIRMATIVE COVENANTS

          The Company and, to the extent related thereto, each Foreign
Subsidiary Borrower, hereby covenant and agree that so long as the Commitments
remain in effect, any Note remains outstanding and unpaid or any other amount
is owing to any Lender or the Administrative Agent hereunder:

          9.1  Financial Statements.  The Company will furnish to each Lender:

          (a)  as soon as available, but in any event within 120 days after
the end of each fiscal year of the Company, a copy of the consolidated balance
sheet of the Company and its Subsidiaries as at the end of such year and the
related consolidated statements of income and cash flows for such year,
setting forth in each case in comparative form the figures for the previous
year, certified without qualification or exception by independent public
accountants of nationally recognized standing selected by the Company, it
being understood and agreed that the delivery of the Company's Annual Report
on Form 10-K for such fiscal year signed by a Responsible Officer will satisfy
the requirement set forth in this clause; and

          (b)  as soon as available, but in any event within 60 days after
the end of each of the first three quarterly periods of each fiscal year
of the Company, a copy of the unaudited consolidated condensed balance sheet
of the Company and its Subsidiaries as at the end of each such quarter and the
related unaudited consolidated condensed statements of income and cash flows
of the Company and its Subsidiaries for the portion of the fiscal year through
such date, setting forth in each case in comparative form such figures for the
previous year, certified by a Responsible Officer, it being understood and
agreed that the delivery of the Company's Quarterly Report on Form 10-Q for
the relevant fiscal quarter signed by a Responsible Officer will satisfy the
requirement set forth in this clause;

all such financial statements to be complete and correct in all material
respects and prepared in reasonable detail and in accordance with GAAP applied
consistently throughout the periods reflected therein (except for such changes
in accounting principles as may be approved by such Responsible Officer and
concurred in by the Company's independent public accountants and disclosed
therein).


<PAGE> 44

          9.2  Certificates; Other Information.  The Company will furnish to
each Lender:

          (a)  concurrently with each delivery of the financial statements
referred to in subsections 9.1(a) and (b), a certificate of a Responsible
Officer in the form of Exhibit F (i) stating that such officer has no
knowledge of any Default or Event of Default except as specified in such
certificate and (ii) showing in reasonable detail the calculations supporting
such statement in respect of subsections 10.1, 10.2 and 10.3;

          (b)  on or prior to February 28 of each year, a copy of the
projections by the Company of the operating budget and cash flow budget of the
Company and its Subsidiaries for the succeeding fiscal year, such
projections to be accompanied by a certificate of a Responsible Officer to the
effect that such projections have been prepared on a reasonable basis and in
good faith, it being understood that no representation or warranty shall be
deemed to be made concerning the projections and budgets and the assumptions
on which they were based, except that as of the date on which such projections
and budgets were generated, (a) they were based on the good faith assumptions
of the management of the Company and (b) such assumptions were believed by
such management to be reasonable;

          (c)  promptly after the same are sent, copies of all financial
statements and reports which the Company sends to its common or preferred
stockholders as a class, and promptly after the same are filed, copies of all
regular, periodic and special reports which the Company may file with the
Securities and Exchange Commission or any successor or analogous Governmental
Authority;

          (d)  if requested by the Administrative Agent or by any Lender
through the Administrative Agent, promptly after the same is furnished to
PBGC, copies of all information furnished by the Company, any Subsidiary or
any Commonly Controlled Entity to PBGC, except, in each case, information
furnished as to ordinary operational aspects of the business of the Company or
any Subsidiary and not relating to any deviation by the Company or any
Subsidiary from rules and regulations of PBGC; and

          (e)  promptly, such additional financial and other information as
any Lender may from time to time reasonably request.

          9.3  Accrual of Liabilities; Payment of Obligations.  The Company
will maintain, and cause each of its Subsidiaries to maintain, in accordance
with GAAP, appropriate reserves for the accrual of taxes and all other
obligations, liabilities and claims and pay, discharge or otherwise satisfy,
and cause each of its Subsidiaries to pay, discharge or otherwise satisfy, at
or before their maturity or before they become delinquent, as the case may be,
all obligations except (a) where the same are being contested in good faith by
appropriate proceedings diligently pursued or (b) where the failure so to pay,
discharge or otherwise satisfy obligations would not, in the aggregate,
reasonably be expected to have a Material Adverse Effect.

          9.4  Maintenance of Corporate Existence; Maintenance of Properties. 
The Company will (a) maintain its corporate existence, rights and franchises
necessary to continue its business and the corporate existence, rights and
franchises necessary to continue the business of each of its Subsidiaries,
provided that the foregoing shall not be a limitation (i) on the right of the
Company to discontinue any operations if in the opinion of the Company such
discontinuance is in the best interest of the Company and would not materially
affect the ability of the Company to pay its debts as they become due, (ii) on
asset sales permitted under subsection 10.8 and (iii) on the right of any
Subsidiary of the Company to merge with or be liquidated into the Company or
another Subsidiary of the Company if a Default does not then exist and would
not result therefrom; and (b) maintain, and cause each Subsidiary to maintain,
the properties which are used or useful in its respective operations in good
working order and condition.

<PAGE> 45

            Insurance.  The Company will maintain, and cause each of its
Subsidiaries to maintain, insurance with financially sound and reputable
companies in such form and upon such terms and in such amounts and against
such risks (including liability for bodily injury and property damage) and
subject to such deductibles or retentions as in the reasonable opinion of the
Company is available on commercially reasonable terms and will provide sound
and reasonable protection for the Company's or such Subsidiary's assets and
operations.  At the Administrative Agent's request, the Company will furnish
to the Administrative Agent (with copies for each Lender) certificates of
insurance or other evidence that such insurance is being maintained.

          9.6  Notices.  The Company will (a) promptly give notice in writing
to the Administrative Agent (which shall promptly notify each Lender) of the
occurrence of any Default or Event of Default under this Agreement, or of the
commencement of (i) any material litigation or proceedings affecting the
Company or any Subsidiary or (ii) any dispute between the Company or any
Subsidiary and any Governmental Authority or any other party if such
litigation, proceedings or dispute could reasonably be expected to result in a
Material Adverse Effect; and (b) as soon as possible and in any event within
45 days after the Company knows or has reason to know that any Reportable
Event (other than a Reportable Event not subject to the provision for 30-day
notice to PBGC pursuant to the regulations issued under ERISA) has occurred
with respect to any Single Employer Plan or that PBGC or any Borrower or any
Commonly Controlled Entity has instituted or will institute proceedings under
Title IV of ERISA to terminate any Single Employer Plan, deliver to the
Administrative Agent (which shall promptly notify each Lender) a certificate
of a Responsible Officer of the Company setting forth details as to such
Reportable Event and the action that the Company proposes to take with respect
thereto, together with a copy of any notice of such Reportable Event that may
be required to be filed with PBGC, or any notice delivered by PBGC evidencing
its intent to institute such proceedings or any notice to PBGC that such Plan
is to be terminated, as the case may be.  For all purposes of clause (b) of
this subsection 9.6, the Company shall be deemed to have all knowledge or
knowledge of all facts attributable to the administrator of a Single Employer
Plan.

          9.7  Compliance with Contractual Obligations and Laws.  The Company
will, and will cause each of its Subsidiaries to, comply with all provisions
of any Contractual Obligation, applicable law, rule, regulation, order, writ,
judgment, injunction, decree, award or ordinance to which it is subject,
except to the extent that the failure to comply therewith could not, in the
aggregate, reasonably be expected to have a Material Adverse Effect.

          9.8  Access to Books and Inspection.  The Company shall keep proper
books of record and account in which full, true and correct entries in
conformity with GAAP and all Requirements of Law shall be made of all dealings
and transactions in relation to its business and activities; and give the
Administrative Agent and any reasonable number of representatives of the
Lenders access, at the Company's principal office, upon reasonable notice
during normal business hours to, and permit any such representatives to
examine, copy or make excerpts from, any and all books, records and documents
in the possession of the Company relating to its affairs and the affairs of
the Subsidiaries, and to inspect any of the properties of the Company or the
Subsidiaries.  Notwithstanding any provision in this subsection, the Company
(i) shall be given a reasonable opportunity upon reasonable notice to have an
officer or officers of the Company accompany any such representative during
any such visit, and (ii) shall not be responsible for any expenses incurred by
any such representative.

          9.9  Use of Proceeds.  The Borrowers shall use the proceeds of the
Loans for working capital, acquisitions, refinancing of Indebtedness and other
general corporate purposes consistent with the terms of this Agreement.


<PAGE> 46

          9.10  Environmental Laws.  The Company will, and will cause each
Subsidiary to, (a) comply with, and ensure compliance by all tenants and
subtenants, if any, with, all applicable Environmental Laws and obtain and
comply in all material respects with and maintain, and ensure that all tenants
and subtenants obtain and comply in all material respects with and maintain,
any and all licenses, approvals, notifications, registrations or permits
required by applicable Environmental Laws except to the extent that the
failure to do so, or any aggregation thereof, is not reasonably likely to
result in the payment of a Material Environmental Amount, (b) conduct and
complete all investigations, studies, sampling and testing, and all remedial,
removal and other actions required under Environmental Laws and promptly
comply in all material respects with all lawful orders and directives of all
Governmental Authorities regarding Environmental Laws except to the extent
that the same are being contested in good faith by appropriate proceedings and
the pendency of such proceedings is not reasonably likely to result in the
payment of a Material Environmental Amount and (c) defend, indemnify and hold
harmless the Administrative Agent and the Lenders, and their respective
employees, agents, officers and directors, from and against any and all
claims, demands, penalties, fines, liabilities, settlements, damages, costs
and expenses of whatever kind or nature known or unknown, contingent or
otherwise, arising out of, or in any way relating to the violation of,
noncompliance with or liability under, any Environmental Law applicable to the
operations of the Company, any of its Subsidiaries or the Properties, or any
orders, requirements or demands of Governmental Authorities related thereto,
including, without limitation, investigation and laboratory fees, response
costs, court costs, litigation expenses and reasonable attorneys' and
consultants' fees, except to the extent that any of the foregoing arise out of
the gross negligence or willful misconduct of the party seeking
indemnification therefor.  The agreements in clause (c) of this subsection
shall survive repayment of the Notes and all other amounts payable hereunder.


          SECTION 10. NEGATIVE COVENANTS

          The Company hereby covenants and agrees that so long as the
Commitments remain in effect, any Loan remains outstanding and unpaid or any
other amount is owing to any Lender or the Administrative Agent hereunder:

          10.1  Cash Flow Coverage.  The Company will not permit the Cash Flow
Coverage to be less than (i) a ratio of 1.25 to 1.00 for (x) the fiscal
quarter ended September 30, 1997 or (y) the two consecutive fiscal quarters
ended December 31, 1997 or (ii) a ratio of 1.50 to 1.00 for (x) the three
consecutive fiscal quarters ended on March 31, 1998 or (y) any period of four
fiscal quarters ended on or after June 30, 1998.

          10.2  Debt Ratio.  The Company will not permit the Debt Ratio at the
last day of any fiscal quarter set forth below to be greater than the ratio
set forth below for such fiscal quarter:

          Fiscal Quarter Ending          Debt Ratio

          September 30, 1997             3.75 to 1.00
          December 31, 1997              3.75 to 1.00
          March 31, 1998 and thereafter  3.50 to 1.00

          10.3  Maintenance of Net Worth.  The Company will not permit
Consolidated Net Worth at any time to be less than $300,000,000.

          10.4  Limitation on Liens.  The Company will not, nor will it permit
any of its Subsidiaries to, create, assume or incur or suffer to be created,
assumed or incurred or to exist any Lien on any of its properties or assets,
whether now owned or hereafter acquired, provided, however, that the foregoing
restriction shall not apply to the following:



<PAGE> 47

          (a)  Liens existing on the Closing Date and described on Schedule
III;

          (b)  Liens on property or assets of any corporation existing at the
time such corporation becomes a Subsidiary;

          (c)  Liens in favor of the Company or any wholly-owned Subsidiary;

          (d)  Liens in favor of any Governmental Authority to secure
progress, advance or other payments pursuant to any contract or provision of
any statute;

          (e)  Liens (including, without limitation, the interest of the
lessor under any capital lease) on property or assets existing at the time of
the acquisition thereof (including acquisition through merger or
consolidation) or to secure the payment of all or any part of the purchase
price or construction cost thereof or to secure any Indebtedness incurred
prior to, at the time of, or within six months after, the acquisition or
completion of such property or assets for the purpose of financing all or any
part of the purchase price or construction cost thereof;

          (f)  any extension, renewal or replacement (or successive
extensions, renewals or replacements), as a whole or in part, of any Lien
referred to in the foregoing clauses (a) through (e), inclusive; provided that
(i) no such extension, renewal or replacement shall result
in an increase in the liabilities secured thereby and (ii) such extension,
renewal or replacement Lien shall be limited to all or a part of the same
property that secured the Lien so extended, renewed or replaced (plus
additions, accessions, replacements and improvements to such property);

          (g)  Liens for taxes not yet due or which are being contested in
good faith and by appropriate proceedings diligently pursued if adequate
reserves with respect thereto are maintained on the books of the Company or
such Subsidiary, as the case may be, in accordance with GAAP or in the case of
a Subsidiary located outside the United States, general accounting principles
in effect from time to time in their respective jurisdictions of
incorporation;

          (h)  carriers', warehousemen's, mechanics', landlords',
materialmen's, repairmen's or other like Liens arising in the ordinary course
of business (A) which are not overdue for a period of more than 60 days or (B)
which are being contested in good faith and by appropriate proceedings
diligently pursued if adequate reserves with respect thereto are maintained on
the books of the Company or such Subsidiary, as the case may be, in accordance
with GAAP;

          (i)  easements, rights-of-way, zoning and similar restrictions and
other similar encumbrances or title defects incurred in the ordinary course of
business which, in the aggregate, are not greater than $5,000,000 (to the
extent the dollar values of such encumbrances are calculable) and which do not
in any case materially detract from the value of the property subject thereto
or interfere with the ordinary conduct of the business of the Company or its
Subsidiaries;

          (j)  any attachment or judgment lien, unless the judgment it
secures shall not, within 30 days after the entry thereof, have been
discharged or execution thereof stayed pending appeal, or shall not have
been discharged within 30 days after the expiration of any such stay;

          (k)  pledges or deposits in connection with workers' compensation,
unemployment insurance and other social legislation and deposits securing
liability to insurance carriers under insurance or self-insurance
arrangements;



<PAGE> 48

          (l)  deposits to secure the performance of bids, trade contracts
(other than for borrowed money), leases, statutory obligations, surety
and appeal bonds, performance bonds and other obligations of a like nature
incurred in the ordinary course of business;

          (m)  liens ratably securing the obligations of the Borrowers to the
Lenders hereunder or under the Notes; 

          (n)  other Liens incidental to the conduct of the Company's or any
Subsidiary's business or the ownership of its property and assets that were
incurred in connection with the borrowing of money or the obtaining
of advances or credit or capital leases; provided, however, that the
indebtedness secured thereby does not exceed in the aggregate for the Company
and all Subsidiaries of the Company an amount equal to $30,000,000; and
provided, further, that at no time shall the Indebtedness secured by the Liens
permitted under this subsection 10.4(n) plus all other Indebtedness of the
Company's Subsidiaries be equal to or greater than 40 percent (40%) of
Consolidated Net Worth (determined as of the end of the most recent fiscal
quarter of the Company); and 

          (o)  Liens granted by a special-purpose, wholly-owned Subsidiary of
the Company that purchases accounts receivable from the Company and its
Subsidiaries to the extent such Liens are granted on such accounts receivable
to secure the payment of indebtedness of such wholly-owned Subsidiary.

          10.5  Subsidiary Indebtedness.  The Company will not permit any
Subsidiary to create, incur or suffer to exist any Indebtedness, except
Indebtedness incurred by the Borrowers hereunder and Indebtedness of the
Company's Subsidiaries which, together with the secured Indebtedness allowed
under subsection 10.4(n), shall not exceed forty percent (40%) of Consolidated
Net Worth (determined as of the end of the most recent fiscal quarter of the
Company).

          10.6  Limitation on Mergers.  The Company will not, nor will it
permit any of its Subsidiaries to, merge or consolidate with or into any other
corporation except that any Subsidiary may merge or consolidate (i) with or
into the Company (provided that the Company shall be the continuing or
surviving corporation), (ii) with or into any one or more wholly-owned
Subsidiaries or (iii) with or into any Person to be acquired pursuant to
subsection 10.12.

          10.7  Multiemployer Plans.  The Company will not, as of any date,
permit any liability to occur to which the Company or any Commonly Controlled
Entity would become subject under ERISA if the Company or any such Commonly
Controlled Entity were to withdraw completely from all Multiemployer Plans as
of the valuation date most closely preceding such date.

          10.8  Asset Sales.  The Company will not, nor will it permit any
Subsidiary to, lease, sell or otherwise dispose of all or any portion of its
property, assets or business to any Person except for (a) sales of assets in
the ordinary course of business, (b) sales of accounts receivable or related
contract rights and (c) any other sales of assets, other than the assets set
forth on Schedule 10.8, having a book value which, when added to the book
value of all other assets sold pursuant to this clause (c) since the date of
this Agreement, does not exceed 10% of the Company's Consolidated Net Worth as
of the last day of the fiscal quarter ended immediately prior to the date of
such sale.

          10.9  Limitation on More Restrictive Covenants.  The Company shall
not enter into any new debt agreement that would contain, nor enter into any
amendment, supplement or other modification to any indenture, instrument or
other agreement concerning the Funded Debt or any refinancing thereof, if such
indenture, instrument or other agreement at the time entered into or after
giving effect to any such amendment, supplement or other modification thereto,
would contain (a) any covenant or event of default that is more restrictive on

<PAGE> 49

any Borrower than those set forth in this Agreement, (b) with respect to the
Company, any covenant with respect to financial performance the scope of which
is materially different from the covenants respecting such matters set forth
in subsections 10.1, 10.2 or 10.3, (c) any covenant which would prohibit the
granting of liens on its assets by any Borrower or its Subsidiaries in favor
of the Lenders.

          10.10  Subsidiary Guaranties.  The Company will not, and will not
allow any Subsidiary to, make or suffer to exist any Guaranty except (a) any
Guaranty existing on the Closing Date listed on Schedule IV attached hereto,
including, but not limited to, that certain Guaranty dated as of June 30, 1995
by the Company in favor of Bank of America National Trust and Savings
Association, as "Agent" thereunder, and the "Lenders" (as defined therein) and
any replacement in whole or in part of any Guaranty listed on Schedule IV in
connection with any extension, refinancing or refunding of the Indebtedness
guarantied thereby and (b) Guaranties with respect to Indebtedness or other
obligations not exceeding $2,000,000 in the aggregate at any one time.

          10.11  Affiliates.  The Company, will not, nor will it permit any of
its Subsidiaries to, enter into any transaction (including, without
limitation, the purchase or sale of any property or service) with, or make any
payment or transfer to, any Affiliate except in the ordinary course of
business and pursuant to the reasonable requirements of the Company's or such
Subsidiary's business and upon fair and reasonable terms no less favorable to
the Company or such Subsidiary than the Company or such Subsidiary would
obtain in a comparable arms-length transaction.

          10.12  Acquisitions.  The Company will not, nor will it permit any
of its Subsidiaries to, acquire, in a single transaction or in a series of
related transactions, all or substantially all of the equity interests in, or
assets of, any other Person, or all or substantially all of the assets
constituting a division or business segment of any other Person, except that
the Company or any of its Subsidiaries may make any such acquisition if:

          (a)  after giving effect thereto, no Default or Event of Default
shall be in existence; and

          (b)  if such acquisition is the acquisition of equity interests of
any Person, such acquisition is approved by the board of directors or
analogous governing body of such Person.


          SECTION 11.  GUARANTEE

          11.1  Guarantee.  (a)  The Company hereby unconditionally and
irrevocably guarantees to the Administrative Agent, for the ratable benefit of
the Administrative Agent and the Lenders and their respective successors,
indorsees, transferees and assigns, the prompt and complete payment and
performance by the Foreign Subsidiary Borrowers and the Local Currency
Borrowers when due (whether at the stated maturity, by acceleration or
otherwise) of the Obligations.  

          (b)  The Company further agrees to pay any and all expenses
(including, without limitation, all reasonable fees and disbursements of
counsel) which may be paid or incurred by the Administrative Agent, or any
Lender in enforcing, or obtaining advice of counsel in respect of, any rights
with respect to, or collecting, any or all of the Obligations and/or enforcing
any rights with respect to, or collecting against, the Company under this
Section.  This Section shall remain in full force and effect until the
Obligations are paid in full and the Commitments are terminated,
notwithstanding that from time to time prior thereto the Borrowers and the
Local Currency Borrower may be free from any Obligations.



<PAGE> 50
          (c)  No payment or payments made by any Borrower or Local Currency
Borrower or any other Person or received or collected by the Administrative
Agent or any Lender from any Borrower or Local Currency Borrower or any other
Person by virtue of any action or proceeding or any set-off or appropriation
or application, at any time or from time to time, in reduction of or in
payment of the Obligations shall be deemed to modify, reduce, release or
otherwise affect the liability of the Company hereunder which shall,
notwithstanding any such payment or payments, remain liable hereunder for the
Obligations until the Obligations are paid in full and the Commitments are
terminated.

          (d)  The Company agrees that whenever, at any time, or from time to
time, it shall make any payment to the Administrative Agent or any Lender on
account of its liability under this Section, it will notify the Administrative
Agent and such Lender in writing that such payment is made under this Section
for such purpose.

          11.2  Right of Set-off.  The Administrative Agent and each Lender is
hereby irrevocably authorized at any time and from time to time without notice
to the Company, any such notice being expressly waived by the Company, to set
off and appropriate and apply any and all deposits (general or special, time
or demand, provisional or final), in any currency, and any other credits,
indebtedness or claims, in any currency, in each case whether direct or
indirect, absolute or contingent, matured or unmatured, at any time held or
owing by the Administrative Agent or such Lender (or any Affiliate of such
Lender) to or for the credit or the account of the Company, or any part
thereof in such amounts as the Administrative Agent or such Lender may elect,
against or on account of the obligations and liabilities of the Company to the
Administrative Agent or such Lender hereunder which are then due and payable
and claims of every nature and description of the Administrative Agent or such
Lender against the Company, in any currency, whether arising hereunder, under
any other Loan Document or otherwise in connection therewith, as the
Administrative Agent or such Lender may elect, whether or not the
Administrative Agent or such Lender has made any demand for payment.  The
Administrative Agent and each Lender shall notify the Company promptly of any
such set-off and the application made by the Administrative Agent or such
Lender, as the case may be, of the proceeds thereof; provided that the failure
to give such notice shall not affect the validity of such set-off and
application.  The rights of the Administrative Agent and each Lender under
this subsection are in addition to other rights and remedies (including,
without limitation, other rights of set-off) which the Administrative Agent or
such Lender may have.

          11.3  No Subrogation.  Notwithstanding any payment or payments made
by the Company hereunder, or any set-off or application of funds of the
Company by the Administrative Agent or any Lender, the Company shall not be
entitled to be subrogated to any of the rights of the Administrative Agent or
any Lender against the Foreign Subsidiary Borrowers or Local Currency
Borrowers or against any collateral security or guarantee or right of offset
held by the Administrative Agent or any Lender for the payment of the
Obligations, nor shall the Company seek or be entitled to seek any
contribution or reimbursement from such Borrowers in respect of payments made
by the Company hereunder, until all amounts owing to the Administrative Agent
and the Lenders by such Borrowers on account of the Obligations are paid in
full and the Commitments are terminated.  If any amount shall be paid to the
Company on account of such subrogation rights at any time when all of the
Obligations shall not have been paid in full, such amount shall be held by the
Company in trust for the Administrative Agent and the Lenders, segregated from
other funds of the Company, and shall, forthwith upon receipt by the Company,
be turned over to the Administrative Agent in the exact form received by the
Company (duly indorsed by the Company to the Administrative Agent, if
required), to be applied against the Obligations, whether matured or
unmatured, in such order as Administrative Agent may determine.  The
provisions of this subsection shall survive the termination of this Agreement
and the payment in full of the Obligations and the termination of the
Commitments.

<PAGE> 51

          11.4  Amendments, etc. with respect to the Obligations; Waiver of
Rights.  The Company shall remain obligated hereunder notwithstanding that,
without any reservation of rights against the Company, and without notice to
or further assent by the Company, any demand for payment of any of the
Obligations made by the Administrative Agent or any Lender may be rescinded by
the Administrative Agent or such Lender, and any of the Obligations continued,
and the Obligations, or the liability of any other party upon or for any part
thereof, or any collateral security or guarantee therefor or right of offset
with respect thereto, may, from time to time, in whole or in part, be renewed,
extended, amended, modified, accelerated, compromised, waived, surrendered or
released by the Administrative Agent or any Lender, and any Loan Documents and
any other documents executed and delivered in connection therewith may be
amended, modified, supplemented or terminated, in whole or in part, in
accordance with the provisions thereof as the Administrative Agent (or the
requisite Lenders, as the case may be) may deem advisable from time to time,
and any collateral security, guarantee or right of offset at any time held by
the Administrative Agent or any Lender for the payment of the Obligations may
be sold, exchanged, waived, surrendered or released.  None of the
Administrative Agent or any Lender shall have any obligation to protect,
secure, perfect or insure any Lien at any time held by it as security for the
Obligations or for this Agreement or any property subject thereto.  When
making any demand hereunder against the Company, the Administrative Agent or
any Lender may, but shall be under no obligation to, make a similar demand on
any Borrower or any other guarantor, and any failure by the Administrative
Agent or any Lender to make any such demand or to collect any payments from
any Foreign Subsidiary Borrower or Local Currency Borrower or any such other
guarantor or any release of any Foreign Subsidiary Borrower or Local Currency
Borrower or such other guarantor shall not relieve the Company of its
obligations or liabilities hereunder, and shall not impair or affect the
rights and remedies, express or implied, or as a matter of law, of the
Administrative Agent or any Lender against the Company.  For the purposes
hereof "demand" shall include the commencement and continuance of any legal
proceedings.

          11.5  Guarantee Absolute and Unconditional.  The Company waives any
and all notice of the creation, renewal, extension or accrual of any of the
Obligations and notice of or proof of reliance by the Administrative Agent or
any Lender upon this Agreement or acceptance of this Agreement; the
Obligations, and any of them, shall conclusively be deemed to have been
created, contracted or incurred, or renewed, extended, amended or waived, in
reliance upon this Agreement; and all dealings between the Foreign Subsidiary
Borrower and the Local Currency Borrowers and the Company, on the one hand,
and the Administrative Agent and the Lenders, on the other, shall likewise be
conclusively presumed to have been had or consummated in reliance upon this
Agreement.  The Company waives diligence, presentment, protest, demand for
payment and notice of default or nonpayment to or upon the Foreign Subsidiary
Borrowers and the Local Currency Borrowers and the Company with respect to the
Obligations.  This Section 11 shall be construed as a continuing, absolute and
unconditional guarantee of payment without regard to (a) the validity,
regularity or enforceability of this Agreement, any other Loan Document, any
of the Obligations or any other collateral security therefor or guarantee or
right of offset with respect thereto at any time or from time to time held by
the Administrative Agent or any Lender, (b) any defense, set-off or
counterclaim (other than a defense of payment or performance) which may at any
time be available to or be asserted by the Foreign Subsidiary Borrowers or the
Local Currency Borrowers against the Administrative Agent or any Lender, or
(c) any other circumstance whatsoever (with or without notice to or knowledge
of the Foreign Subsidiary Borrowers or the Local Currency Borrowers or the
Company) which constitutes, or might be construed to constitute, an equitable
or legal discharge of the Foreign Subsidiary Borrowers or the Local Currency
Borrowers for the Obligations, or of the Company under this Section 11, in
bankruptcy or in any other instance.  When pursuing its rights and remedies
hereunder against the Company, the Administrative Agent and any Lender may,
but shall be under no obligation to, pursue such rights and remedies as it may
have against the Foreign Subsidiary Borrowers or the Local Currency Borrowers

<PAGE> 52

or any other Person or against any collateral security or guarantee for the
Obligations or any right of offset with respect thereto, and any failure by
the Administrative Agent or any Lender to pursue such other rights or remedies
or to collect any payments from the Foreign Subsidiary Borrowers or the Local
Currency Borrowers or any such other Person or to realize upon any such
collateral security or guarantee or to exercise any such right of offset, or
any release of the Foreign Subsidiary Borrowers or the Local Currency
Borrowers or any such other Person or of any such collateral security,
guarantee or right of offset, shall not relieve the Company of any liability
hereunder, and shall not impair or affect the rights and remedies, whether
express, implied or available as a matter of law, of the Administrative Agent
or any Lender against the Company.  This Section 11 shall remain in full force
and effect and be binding in accordance with and to the extent of its terms
upon the Company and its successors and assigns, and shall inure to the
benefit of the Administrative Agent and the Lenders, and their respective
successors, indorsees, transferees and assigns, until all the Obligations and
the obligations of the Company under this Agreement shall have been satisfied
by payment in full and the Commitments shall be terminated, notwithstanding
that from time to time during the term of this Agreement the Foreign
Subsidiary Borrowers or the Local Currency Borrowers may be free from any
Obligations.

          11.6  Reinstatement.  This Section 11 shall continue to be
effective, or be reinstated, as the case may be, if at any time payment, or
any part thereof, of any of the Obligations is rescinded or must otherwise be
restored or returned by the Administrative Agent or any Lender upon the
insolvency, bankruptcy, dissolution, liquidation or reorganization of any
Foreign Subsidiary Borrower or the Local Currency Borrower or upon or as a
result of the appointment of a receiver, intervenor or conservator of, or
trustee or similar officer for, any Foreign Subsidiary Borrower or the Local
Currency Borrower or any substantial part of its property, or otherwise, all
as though such payments had not been made.

          11.7  Payments.  The Company hereby agrees that all payments
required to be made by it hereunder will be made to the Administrative Agent
without set-off or counterclaim in accordance with the terms of the
Obligations, including, without limitation, in the currency in which payment
is due.


          SECTION 12.  EVENTS OF DEFAULT

          If any of the following events shall occur and be continuing:

          (a)  Any Borrower shall fail to pay any principal of any Loan made
to it when due in accordance with the terms hereof; or any Borrower shall fail
to pay any interest, or any other amount payable by it hereunder, within five
days after any such interest or other amount becomes due in accordance with
the terms hereof; or

          (b)  Any representation or warranty made or deemed made by any
Borrower herein or which is contained in any certificate, document or
financial or other statement furnished at any time under or in connection with
this Agreement shall prove to have been incorrect in any material respect on
or as of the date made or deemed made; or

          (c)  Any Borrower shall default in the observance or performance of
any agreement contained in subsections 9.4(a) or 9.6 or Section 10; or

          (d)  Any Borrower shall default in the observance or performance of
any other agreement contained in this Agreement (other than as provided in
paragraphs (a) through (c) of this Section), and such default shall continue
unremedied for a period of 30 days after receipt by such Borrower of notice of
such default from the Administrative Agent or any Lender; or

<PAGE> 53

          (e)  The Company or any of its Subsidiaries shall (i) default in
any payment or payments of principal or interest in an aggregate amount for
the Company and its Subsidiaries of more than $10,000,000 (or its equivalent
in another currency) at any one time on any Indebtedness (other than the
Loans) or in the payment of any Guaranty (other than the Company Guaranty),
beyond the period of grace (not to exceed 30 days), if any, provided in the
instrument or agreement under which such Indebtedness or Guaranty was created;
or (ii) default in the observance or performance of any other agreement or
condition relating to any Indebtedness (other than the Loans) the principal
amount of which exceeds $10,000,000 in the aggregate for the Company and its
Subsidiaries or any Guaranty (other than the Company Guaranty)
guaranteeing\Indebtedness the principal amount of which exceeds $10,000,000 in
the aggregate for the Company and its Subsidiaries or contained in any
instrument or agreement evidencing, securing or relating to any such
Indebtedness or Guaranty, beyond any applicable period of grace (not to exceed
30 days), or any other event shall occur or condition exist, the effect of
which default or other event or condition is to cause, or to permit the holder
or holders of such Indebtedness or beneficiary or beneficiaries of such
Guaranty (or a trustee or agent on behalf of such holder or holders or
beneficiary or beneficiaries) to cause, with the giving of notice if required,
such Indebtedness to become due prior to its stated maturity or such Guaranty
to become payable; or

          (f) (i) Any Borrower or any of its Subsidiaries shall commence any
case, proceeding or other action (A) under any existing or future law of
any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency,
reorganization or relief of debtors, seeking to have an order for relief
entered with respect to it, or seeking to adjudicate it a bankrupt or
insolvent, or seeking reorganization, arrangement, adjustment, winding-up,
liquidation, dissolution, composition or other relief with respect to it or
its debts, or (B) seeking appointment of a receiver, trustee, custodian,
conservator or other similar official for it or for all or any substantial
part of its assets, or any Borrower or any of its Subsidiaries shall make a
general assignment for the benefit of its creditors; or (ii) there shall be
commenced against any Borrower or any of its Subsidiaries any case, proceeding
or other action of a nature referred to in clause (i) above which (A) results
in the entry of an order for relief or any such adjudication or appointment or
(B) remains undismissed, undischarged or unbonded for a period of 60 days; or
(iii) there shall be commenced against any Borrower or any of its material
Subsidiaries any case, proceeding or other action seeking issuance of a
warrant of attachment, execution, distraint or similar process against all or
any substantial part of its assets which results in the entry of an order for
any such relief which shall not have been vacated, discharged, or stayed or
bonded pending appeal within 60 days from the entry thereof; or (iv) any
Borrower or any of its Subsidiaries shall take any action in furtherance of,
or indicating its consent to, approval of, or acquiescence in, any of the acts
set forth in clause (i), (ii), or (iii) above; or (v) any Borrower or any of
its Subsidiaries shall generally not, or shall be unable to, or shall admit in
writing its inability to, pay its debts as they become due; or

          (g) (i)  Any Person shall engage in any Prohibited Transaction
involving any Plan, (ii) any Accumulated Funding Deficiency, whether or not
waived, shall exist with respect to any Plan or any Lien in favor of
the PBGC or a Plan shall arise on the assets of any Borrower or any Commonly
Controlled Entity, (iii) a Reportable Event shall occur with respect to, or
proceedings shall commence to have a trustee appointed, or a trustee shall be
appointed, to administer or to terminate, any Single Employer Plan, which
Reportable Event or commencement of proceedings or appointment of a trustee
is, in the reasonable opinion of the Required Lenders, likely to result in the
termination of such Plan for purposes of Title IV of ERISA, (iv) any Single
Employer Plan shall terminate for purposes of Title IV of ERISA, (v) any
Borrower or any Commonly Controlled Entity shall, or in the reasonable opinion
of the Required Lenders is likely to, incur any liability in connection with a
withdrawal from, or the Insolvency or Reorganization of, a Multiemployer Plan
or (vi) any other event or condition shall occur or exist with respect to a

<PAGE> 54

Plan; and in each case in clauses (i) through (vi) above, such event or
condition, together with all other such events or conditions, if any, could
reasonably be expected to have a Material Adverse Effect; or

          (h)  One or more judgments or decrees shall be entered against the
Company or any of its Subsidiaries involving in the aggregate a liability (not
paid or fully covered by insurance as to which the insurance carrier has
admitted liability) of $20,000,000 or more, and all such judgments or decrees
shall not have been vacated, discharged, stayed or bonded pending appeal
within 30 days from the entry thereof; or

          (i)  The validity or enforceability of this Agreement or any of the
other documents required to be delivered in connection herewith shall be
challenged by the Company or any of its Subsidiaries or shall fail to remain
in full force and effect for any reason other than in accordance with its
express terms; or
     
          (j)  A Change of Control shall occur;

then, and in any such event, (A) if such event is an Event of Default
specified in clause (i) or (ii) of paragraph (f) above with respect to the
Company, automatically the Commitments shall immediately terminate and the
Loans hereunder (with accrued interest thereon) and all other amounts owing
under this Agreement and the Notes shall immediately become due and payable,
and (B) if such event is any other Event of Default, either or both of the
following actions may be taken:  (i) with the consent of the Required Lenders,
the Administrative Agent may, or upon the request of the Required Lenders, the
Administrative Agent shall, by notice to the Company declare the Commitments
to be terminated forthwith, whereupon the Commitments shall immediately
terminate; and (ii) with the consent of the Required Lenders, the
Administrative Agent may, or upon the request of the Required Lenders, the
Administrative Agent shall, by notice to the Company, declare the Loans
hereunder (with accrued interest thereon) and all other amounts owing under
this Agreement and the Notes to be due and payable forthwith, whereupon the
same shall immediately become due and payable.  Except as expressly provided
above in this Section, presentment, demand, protest and all other notices of
any kind are hereby expressly waived.


          SECTION 13.  THE ADMINISTRATIVE AGENT; THE CO-AGENTS

          13.1  Appointment.  Each Lender hereby irrevocably designates and
appoints Chase as the Administrative Agent of such Lender under this Agreement
and the other Loan Documents, and each Lender irrevocably authorizes Chase to
act as the Administrative Agent of such Lender, to take such action on its
behalf under the provisions of this Agreement and the other Loan Documents and
to exercise such powers and perform such duties as are expressly delegated to
the Administrative Agent by the terms of this Agreement and the other Loan
Documents, together with such other powers as are reasonably incidental
thereto.  Notwithstanding any provision to the contrary elsewhere in this
Agreement, the Administrative Agent shall not have any duties or
responsibilities, except those expressly set forth herein, or any fiduciary
relationship with any Lender, and no implied covenants, functions,
responsibilities, duties, obligations or liabilities shall be read into this
Agreement or any other Loan Document or otherwise exist against the
Administrative Agent.  

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



<PAGE> 55

          13.3  Exculpatory Provisions.  Neither the Administrative Agent nor
any of its respective officers, directors, employees, agents,
attorneys-in-fact or affiliates shall be (i) liable for any action lawfully
taken or omitted to be taken by it or such Person under or in connection with
this Agreement or any other Loan Document (except for its or such Person's
gross negligence or willful misconduct) or (ii) responsible in any manner to
any of the Lenders for any recitals, statements, representations or warranties
made by any Borrower or any officer thereof contained in this Agreement or any
other Loan Document or in any certificate, report, statement or other document
referred to or provided for in, or received by the Administrative Agent under
or in connection with, this Agreement or any other Loan Document or for the
value, validity, effectiveness, genuineness, enforceability or sufficiency of
this Agreement or any other Loan Document or for any failure of a Borrower to
perform its obligations hereunder or thereunder.  The Administrative Agent
shall not be under any obligation to any Lender to ascertain or to inquire as
to the observance or performance of any of the agreements contained in, or
conditions of, this Agreement or any other Loan Document or to inspect the
properties, books or records of the Borrowers.

          13.4  Reliance by Administrative Agent.  The Administrative Agent
shall be entitled to rely, and shall be fully protected in relying, upon any
Note, writing, resolution, notice, consent, certificate, affidavit, letter,
telecopy, telex or teletype message, statement, order or other document or
conversation believed by it to be genuine and correct and to have been signed,
sent or made by the proper Person or Persons and upon advice and statements of
legal counsel (including, without limitation, counsel to the Borrowers or any
of them), independent accountants and other experts selected by the
Administrative Agent.  The Administrative Agent may deem and treat the payee
of any Note as the owner thereof for all purposes unless a written notice of
assignment or transfer thereof shall have been filed with the Administrative
Agent.  The Administrative Agent shall be fully justified in failing or
refusing to take any action under this Agreement or any other Loan Document
unless it shall first receive such advice or concurrence of the Required
Lenders as it deems appropriate or it shall first be indemnified to its
satisfaction by the Lenders against any and all liability and expense which
may be incurred by it by reason of taking or continuing to take any such
action.  The Administrative Agent shall in all cases be fully protected in
acting, or in refraining from acting, under this Agreement and the other Loan
Documents in accordance with a request of the Required Lenders, and such
request and any action taken or failure to act pursuant thereto shall be
binding upon all the Lenders and all future holders of the Loans.

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

          13.6  Non-Reliance on Administrative Agent and Other Lenders.  Each
Lender expressly acknowledges that neither the Administrative Agent nor any of
its officers, directors, employees, agents, attorneys-in-fact or affiliates
has made any representations or warranties to it and that no act by the
Administrative Agent hereafter taken, including any review of the affairs of
any Borrower, shall be deemed to constitute any representation or warranty by
the Administrative Agent to any Lender.  Each Lender represents to the
Administrative Agent that it has, independently and without reliance upon the

<PAGE> 56

Administrative Agent or any other Lender, and based on such documents and
information as it has deemed appropriate, made its own appraisal of and
investigation into the business, operations, property, financial and other
condition and creditworthiness of the Borrowers and made its own decision to
make its Loans hereunder and enter into this Agreement.  Each Lender also
represents that it will, independently and without reliance upon the
Administrative Agent or any other Lender, and based on such documents and
information as it shall deem appropriate at the time, continue to make its own
credit analysis, appraisals and decisions in taking or not taking action under
this Agreement and the other Loan Documents, and to make such investigation as
it deems necessary to inform itself as to the business, operations, property,
financial and other condition and creditworthiness of the Borrowers.  Except
for notices, reports and other documents expressly required to be furnished to
the Lenders by an Administrative Agent hereunder, the Administrative Agent
shall not have any duty or responsibility to provide any Lender with any
credit or other information concerning the business, operations, property,
condition (financial or otherwise), prospects or creditworthiness of the
Borrowers which may come into the possession of the Administrative Agent or
any of its respective officers, directors, employees, agents,
attorneys-in-fact or affiliates.

          13.7  Indemnification.  Each Lender agrees to indemnify the
Administrative Agent in its capacity as such (to the extent not reimbursed by
the Borrowers and without limiting the obligation of the Borrowers to do so),
ratably according to its Revolving Credit Commitment Percentage in effect on
the date on which indemnification is sought from and against any and all
liabilities, obligations, losses, damages, penalties, actions, judgments,
suits, costs, expenses or disbursements of any kind whatsoever which may at
any time (including, without limitation, at any time following the payment of
the Loans) be imposed on, incurred by or asserted against the Administrative
Agent in any way relating to or arising out of this Agreement, any of the
other Loan Documents or any documents contemplated by or referred to herein or
therein or the transactions contemplated hereby or thereby or any action taken
or omitted by the Administrative Agent under or in connection with any of the
foregoing; provided that no Lender shall be liable for the payment of any
portion of such liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses or disbursements resulting from the gross
negligence or willful misconduct of the Administrative Agent.  The agreements
in this subsection shall survive the payment of the Loans and all other
amounts payable hereunder.

          13.8  Administrative Agent in its Individual Capacity.  The
Administrative Agent and its affiliates may make loans to, accept deposits
from and generally engage in any kind of business with the Borrowers as though
the Administrative Agent was not the Administrative Agent hereunder and under
the other Loan Documents.  With respect to the Loans made or renewed by the
Administrative Agent, and any Note issued to it, the Administrative Agent
shall have the same rights and powers under this Agreement and the other Loan
Documents as any Lender and may exercise the same as though it were not the
Administrative Agent, and the terms "Lender" and "Lenders" shall include the
Administrative Agent in its individual capacity.

          13.9  Successor Administrative Agent.  The Administrative Agent may
resign as Administrative Agent upon 30 days' notice to the Lenders.  If the
Administrative Agent shall resign as Administrative Agent under this Agreement
and the other Loan Documents, then the Required Lenders shall appoint from
among the Lenders a successor administrative agent for the Lenders, which
successor administrative agent shall be approved by the Company (such approval
not to be unreasonably withheld), whereupon such successor administrative
agent shall succeed to the rights, powers and duties of the resigning
Administrative Agent, and the term "Administrative Agent" shall mean such
successor administrative agent effective upon such appointment and approval,
and the former Administrative Agent's rights, powers and duties as the
Administrative Agent shall be terminated, without any other or further act or
deed on the part of such former Administrative Agent or any of the parties to

<PAGE> 57

this Agreement or any holders of the Loans.  After any resigning
Administrative Agent's resignation as the Administrative Agent the provisions
of this Section shall inure to its benefit as to any actions taken or omitted
to be taken by it while it was the Administrative Agent under this Agreement
and the other Loan Documents.

          13.10  The Co-Agents.  Each Lender and each Co-Agent acknowledges
that the Co-Agents, in such capacities, shall have no duties or
responsibilities, and shall incur no liabilities, under this Agreement or the
other Loan Documents in their respective capacities as such.


          SECTION 14.  MISCELLANEOUS

          14.1  Amendments and Waivers.  (a)  Neither this Agreement or any
other Loan Document, nor any terms hereof or thereof may be amended,
supplemented, waived or modified except in accordance with the provisions of
this subsection 14.1.  The Required Lenders may, or, with the written consent
of the Required Lenders, the Administrative Agent may, from time to time, (i)
enter into with the Borrowers written amendments, supplements or modifications
hereto and to the other Loan Documents for the purpose of adding any
provisions to this Agreement or the other Loan Documents or changing in any
manner the rights or obligations of the Lenders or of the Borrowers hereunder
or thereunder or (ii) waive at the Borrowers' request, on such terms and
conditions as the Required Lenders or the Administrative Agent, as the case
may be, may specify in such instrument, any of the requirements of this
Agreement or the other Loan Documents or any Default or Event of Default and
its consequences; provided, however, that no such waiver and no such
amendment, supplement or modification shall:

               (A)  reduce the amount or extend the scheduled date of
maturity of any Loan or any scheduled installment thereof, or reduce the
stated rate of any interest or fee payable hereunder or extend the scheduled
date of any payment thereof or increase the amount or extend the expiration
date of any Lender's Multicurrency Commitment or Revolving Credit Commitment,
in each case without the consent of each Lender affected thereby; or

               (B)  amend, supplement, modify or waive any provision of
Section 11 or this subsection 14.1 or reduce the percentages specified in the
definition of "Required Lenders" or "Majority Multicurrency Lenders" or
consent to the assignment or transfer by any Borrower of any of its rights and
obligations under this Agreement and the other Loan Documents or release the
Company from its obligations under the Company Guaranty, in each case without
the consent of all the Lenders.

Any such waiver and any amendment, supplement or modification pursuant to this
subsection 14.1 shall apply to each of the Lenders and shall be binding upon
the Borrowers, the Lenders, the Administrative Agent, and all future holders
of the Loans.  In the case of any waiver, the Borrowers, the Lenders and the
Administrative Agent shall be restored to their former positions and rights
hereunder and under the other Loan Documents, and any Default or Event of
Default waived shall be deemed to be cured and not continuing; but no such
waiver shall extend to any subsequent or other Default or Event of Default, or
impair any right consequent thereon.  

          (b)  In addition to amendments effected pursuant to the foregoing
paragraph (a), Schedule II may be amended as follows:

               (i)  Schedule II will be amended to add Subsidiaries of the
Company as additional Foreign Subsidiary Borrowers upon (A) execution and
delivery by the Company, any such Foreign Subsidiary Borrower and the
Administrative Agent, of a Joinder Agreement providing for any such Subsidiary
to become a Foreign Subsidiary Borrower, and (B) delivery to the
Administrative Agent of (I) a Foreign Subsidiary Opinion in respect of such
additional Foreign Subsidiary Borrower and the documents required pursuant to

<PAGE> 58

subsections 8.2(d), (e) and (f) and (II) such other documents with respect
thereto as the Administrative Agent shall reasonably request.  

               (ii) Schedule II will be amended to remove any Subsidiary as
a Foreign Subsidiary Borrower upon (A) written notice by the Company to the
Administrative Agent to such effect and (B) repayment in full of all
outstanding Loans of such Foreign Subsidiary Borrower. 

          (c)  The Administrative Agent shall give prompt notice to each
Lender of any amendment effected pursuant to subsection 14.1(b).

          (d)  Notwithstanding the provisions of this subsection 14.1, any
Local Currency Facility may be amended, supplemented or otherwise modified in
accordance with its terms so long as after giving effect thereto either (i)
such Local Currency Facility ceases to be a "Local Currency Facility" and the
Company so notifies the Administrative Agent or (ii) the Local Currency
Facility continues to meet the requirements of a Local Currency Facility set
forth herein.

          14.2  Notices.  All notices, requests and demands to or upon the
respective parties hereto to be effective shall be in writing (including by
facsimile transmission) and, unless otherwise expressly provided herein, shall
be deemed to have been duly given or made when delivered by hand, or three
days after being deposited in the mail, postage prepaid (or, if later, the
first Business Day after being so deposited), or, in the case of telecopy
notice, when received (or if received on a day that is not a Business Day or
if received after 5:00 p.m. local time at the place of reception on a Business
Day, on the next succeeding Business Day), addressed as follows in the case of
the Borrowers and the Administrative Agent, and as set forth in Schedule I in
the case of the other parties hereto, or to such other address as may be
hereafter notified by the respective parties hereto and any future holders of
the Notes:

          The Company:       Federal-Mogul Corporation
                             World Headquarters
                             26555 Northwestern Highway
                             Southfield, Michigan  48034                      
                             Attention:  Sandra W. Galac 
                             Telephone:  810-354-2653
                             Telecopy:   810-354-8103
          The Foreign
Subsidiary Borrowers:        c/o Federal-Mogul Corporation
                             World Headquarters
                             26555 Northwestern Highway
                             Southfield, Michigan  48034
                             Attention:  Sandra W. Galac
                             Telephone:  810-354-2653 
                             Telecopy:   810-354-8103
                             
The Administrative Agent 
     (New York Office):      The Chase Manhattan Bank
                             One Chase Manhattan Plaza
                             8th Floor
                             New York, New York  10081
                             Attention:  James Tabois
                             Telephone:  212-552-7952
                             Telecopy:   212-552-5650
         
The Administrative Agent 
       (London Office):     Chase Manhattan International Ltd.
                            9 Thomas Moore Street
                            London, E1 (YT)
                            Attention:  Steven Hurford
                            Telephone:  011-44-171-777-2347
                            Telecopy:   011-44-171-777-2367          

<PAGE> 59
               
provided that any notice, request or demand to or upon (i) the Administrative
Agent or the Lenders pursuant to subsection 2.3, 2.5, 3.2, 4.3, 6.2, 6.4, 6.7
or 6.11, shall not be effective until received.  All notices to the
Administrative Agent in respect of Multicurrency Loans shall be delivered to
the Administrative Agent's London Office specified above.

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

          14.4  Survival of Representations and Warranties.  All
representations and warranties made hereunder and in any certificate delivered
pursuant hereto shall survive the execution and delivery of this Agreement and
the Notes and the making of the Loans hereunder.

          14.5  Payment of Expenses and Taxes.  The Company agrees (a) to pay
or reimburse the Administrative Agent for all of its reasonable out-of-pocket
costs and expenses incurred in connection with the development, preparation,
execution and delivery of, and any amendment, supplement or modification to,
this Agreement and the other Loan Documents and any other documents prepared
in connection herewith or therewith, and the consummation and administration
of the transactions contemplated hereby, including, without limitation, the
reasonable fees and disbursements of counsel (and any special or local counsel
retained by such counsel to assist it) to the Administrative Agent, (b) to pay
or reimburse each Lender and the Administrative Agent for all its costs and
expenses incurred in connection with the enforcement or preservation of any
rights under this Agreement, the other Loan Documents and any such other
documents, (c) to pay, indemnify, and hold each Lender and the Administrative
Agent harmless from, any and all recording and filing fees and any and all
liabilities with respect to, or resulting from any delay in paying, stamp,
excise and other similar taxes, if any, which may be payable or determined to
be payable in connection with the execution and delivery of, or consummation
or administration of any of the transactions contemplated by, or any
amendment, supplement or modification of, or any waiver or consent under or in
respect of, this Agreement, the other Loan Documents and any such other
documents, and (d) to pay, indemnify, and hold each Lender and the
Administrative Agent (and their respective directors, officers, employees,
agents, affiliates and successors) harmless from and against any and all other
liabilities, obligations, losses, damages, penalties, actions, judgments,
suits, costs, expenses or disbursements of any kind or nature whatsoever with
respect to the execution, delivery, enforcement, performance and
administration of this Agreement, the other Loan Documents and any such other
documents (regardless of whether the Administrative Agent or any Lender is a
party to the litigation or other proceeding giving rise thereto), (all the
foregoing in this clause (d), collectively, the "indemnified liabilities"),
provided, that the Company shall have no obligation hereunder to the
Administrative Agent or any Lender with respect to (i) indemnified liabilities
arising from the gross negligence or willful misconduct of the party seeking
indemnification or (ii) expenses incurred by the Administrative Agent or any
Lender in connection with the assignment of Loans to an assignee (except
pursuant to subsection 6.14(b)(vi)) or the sale of any Loan to a Participant. 
The agreements in this subsection shall survive repayment of the Loans and all
other amounts payable hereunder.

          14.6  Successors and Assigns; Participations and Assignments.  (a) 
This Agreement shall be binding upon and inure to the benefit of the
Borrowers, the Lenders, the Administrative Agent, all future holders of the
Loans and their respective successors and assigns, except that no Borrower may


<PAGE> 60

assign or transfer any of its rights or obligations under this Agreement
without the prior written consent of each Lender.

          (b)  Any Lender may, in the ordinary course of its commercial
banking business and in accordance with applicable law, at any time sell to
one or more banks or other entities ("Participants") participating interests
in any Loan owing to such Lender, any Commitment of such Lender or any other
interest of such Lender hereunder and under the other Loan Documents.  In the
event of any such sale by a Lender of a participating interest to a
Participant, such Lender's obligations under this Agreement to the other
parties to this Agreement shall remain unchanged, such Lender shall remain
solely responsible for the performance thereof, such Lender shall remain the
holder of any such Loan for all purposes under this Agreement and the other
Loan Documents, and the Borrowers and the Administrative Agent shall continue
to deal solely and directly with such Lender in connection with such Lender's
rights and obligations under this Agreement and the other Loan Documents.  No
Lender shall be entitled to create in favor of any Participant, in the
participation agreement pursuant to which the Participant's participating
interest shall be created or otherwise, any right to vote on, consent to or
approve any matter relating to this Agreement or any other Loan Document
except for those specified in clauses (A) and (B) of the proviso to subsection
14.1(a).  Each Borrower agrees that if amounts outstanding under this
Agreement are due or unpaid, or shall have been declared or shall have become
due and payable upon the occurrence of an Event of Default, each Participant
shall be deemed to have the right of setoff in respect of its participating
interest in amounts owing under this Agreement to the same extent as if the
amount of its participating interest were owing directly to it as a Lender
under this Agreement; provided that, in purchasing such participating
interest, such Participant shall be deemed to have agreed to share with the
Lenders the proceeds thereof as provided in subsection 14.7(a) as fully as if
it were a Lender hereunder.  Each Borrower agrees that each Participant shall
be entitled to the benefits of subsections 6.9, 6.10, 6.11 and 6.12 with
respect to its participation in the Commitments and the Loans outstanding from
time to time hereunder as if it was a Lender; provided that, in the case of
subsection 6.11. such Participant shall have complied with the requirements of
said subsection and provided, further, that no Participant shall be entitled
to receive any greater amount pursuant to any such subsection than the
transferor Lender would have been entitled to receive in respect of the amount
of the participation transferred by such transferor Lender to such Participant
had no such transfer occurred.

          (c)  Any Lender may, in the ordinary course of its commercial
banking business and in accordance with applicable law, at any time and from
time to time assign to any Lender or any Affiliate thereof or, with the prior
written consent of the Administrative Agent (such consent not to be
unreasonably withheld) and, prior to the occurrence and continuance of an
Event of Default, the Company (such consent not to be unreasonably withheld),
to an additional bank or financial institution (an "Assignee") all or any part
of its rights and obligations under this Agreement and the other Loan
Documents including, without limitation, its Commitments and Loans, pursuant
to an Assignment and Acceptance, substantially in the form of Exhibit G,
executed by such Assignee, such assigning Lender (and, in the case of an
Assignee that is not then a Lender or an Affiliate thereof, by the Company and
the Administrative Agent) and delivered to the Administrative Agent for their
acceptance and recording in the Register; provided that (i) if any Lender
assigns a part of its rights and obligations in respect of Revolving Credit
Loans and/or Revolving Credit Commitment under this Agreement to an Assignee,
such Lender shall assign proportionate interests in its respective Revolving
Credit Loans and Revolving Credit Commitment and other related rights and
obligations hereunder to such Assignee, (ii) if any Lender assigns a part of
its rights and obligations under this Agreement in respect of its Revolving
Credit Loans and/or Revolving Credit Commitments to an Assignee, such Lender
shall assign proportionate interests in its Multicurrency Loans and
Multicurrency Commitments, (iii) in the case of any such assignment to an
additional bank or financial institution, the aggregate amount of any

<PAGE> 61

Revolving Credit Commitment (or, if the Revolving Credit Commitments have
terminated or expired, the aggregate principal amount of any Revolving Credit
Loans) being assigned shall not be less than $10,000,000 (or (x) if less, the
then outstanding amount of such Commitments and/or Loans or (y) such lesser
amount as may be agreed by the Borrowers and the Administrative Agent).  Upon
such execution, delivery, acceptance and recording, from and after the
effective date determined pursuant to such Assignment and Acceptance, (I) the
Assignee thereunder shall be a party hereto and, to the extent provided in
such Assignment and Acceptance, have the rights and obligations of a Lender
hereunder with Commitments and rights in respect of Loans as set forth
therein, and (II) the assigning Lender thereunder shall be released from its
obligations under this Agreement to the extent that such obligations shall
have been expressly assumed by the Assignee pursuant to such Assignment and
Acceptance (and, in the case of an Assignment and Acceptance covering all or
the remaining portion of an assigning Lender's rights and obligations under
this Agreement, such assigning Lender shall cease to be a party hereto). 

          (d)  The Administrative Agent, on behalf of the Borrowers, shall
maintain at its address referred to in subsection 14.2 a copy of each
Assignment and Acceptance delivered to it and a register (the "Register") for
the recordation of the names and addresses of the Lenders and the Commitments
of, and principal amounts of the Loans owing to, each Lender from time to
time.  The entries in the Register shall constitute prima facie evidence of
the information recorded therein, and the Borrowers, the Administrative Agent
and the Lenders may (and, in the case of any Loan or other obligation
hereunder not evidenced by a Note, shall) treat each Person whose name is
recorded in the Register as the owner of a Loan or other obligation hereunder
as the owner thereof for all purposes of this Agreement and the other Loan
Documents, notwithstanding any notice to the contrary.  Any assignment of any
Loan or other obligation hereunder not evidenced by a Note shall be effective
only upon appropriate entries with respect thereto being made in the Register.

The Register shall be available for inspection by the Borrowers or any Lender
at any reasonable time and from time to time upon reasonable prior notice.

          (e)  Upon its receipt of an Assignment and Acceptance executed by an
assigning Lender and an Assignee (and, in the case of an Assignee that is not
then a Lender or an Affiliate thereof, executed by the Company on behalf of
the Borrowers and the Administrative Agent), together with payment to the
Administrative Agent by the Lender or the Assignee of a registration and
processing fee of $2,500, the Administrative Agent shall (i) promptly accept
such Assignment and Acceptance and (ii) on the effective date determined
pursuant thereto record the information contained therein in the Register and
give prompt notice of such acceptance and recordation to the Lenders and the
Borrowers.  

          (f)  Each Borrower authorizes each Lender to disclose to any
Participant or Assignee (each, a "Transferee") and any prospective Transferee
any and all financial information in such Lender's possession concerning such
Borrower and its Affiliates which has been delivered to such Lender by or on
behalf of such Borrower pursuant to this Agreement or which has been delivered
to such Lender by or on behalf of such Borrower in connection with such
Lender's credit evaluation of such Borrower and its Affiliates prior to
becoming a party to this Agreement.

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

          (h)  If, pursuant to this subsection, any interest in this Agreement
or any Loan is transferred to any Transferee (which is not a Lender) which is
organized under the laws of any jurisdiction other than the United States or

<PAGE> 62

any state thereof, the transferor Lender shall cause such Transferee,
concurrently with the effectiveness of such transfer, to agree (for the
benefit of the transferor Lender, the Administrative Agent and the Company) to
provide the transferor Lender (and, in the case of any Transferee registered
in the Register, the Administrative Agent and the Company) the tax forms and
other documents required to be delivered pursuant to subsection 6.11(b) and to
comply from time to time with all applicable U.S. laws and regulations with
regard to such withholding tax exemption.

          (i)  If, pursuant to this subsection, any interest in this Agreement
or any Loan is transferred to any Transferee, the transferor Lender shall
cause such Transferee, concurrently with the effectiveness of such transfer,
to agree (for the benefit of the transferor Lender, the Administrative Agent
and the Foreign Subsidiary Borrowers) to provide the transferor Lender, the
Administrative Agent and the Foreign Subsidiary Borrowers the tax forms and
other documents required to be delivered pursuant to subsection 6.11(c) and to
comply from time to time with all applicable laws and regulations with regard
to such withholding tax exemption.

          14.7  Adjustments; Set-Off.  (a)  If any Lender (a "Benefitted
Lender") shall at any time receive any payment of all or part of its Loans
then due and owing to it by any Borrower, or interest thereon, or receive any
collateral in respect thereof (whether voluntarily or involuntarily, by
set-off, pursuant to events or proceedings of the nature referred to in
Section 12(f), or otherwise), in a greater proportion than any such payment to
or collateral received by any other Lender, if any, in respect of such other
Lender's Loans then due and owing to it by such Borrower, or interest thereon,
such Benefitted Lender shall purchase for cash from the other Lenders a
participating interest in such portion of each such other Lender's Loans owing
to it by such Borrower, or shall provide such other Lenders with the benefits
of any such collateral, or the proceeds thereof, as shall be necessary to
cause such Benefitted Lender to share the excess payment or benefits of such
collateral or proceeds ratably with each of the Lenders; provided, however,
that if all or any portion of such excess payment or benefits is thereafter
recovered from such benefitted Lender, such purchase shall be rescinded, and
the purchase price and benefits returned, to the extent of such recovery, but
without interest.

          (b)  In addition to any rights and remedies of the Lenders provided
by law, each Lender shall have the right, without prior notice to any
Borrower, any such notice being expressly waived by the Borrowers to the
extent permitted by applicable law, upon any amount becoming due and payable
hereunder (whether at the stated maturity thereof, by acceleration or
otherwise) to set-off and appropriate and apply against such amount any and
all deposits (general or special, time or demand, provisional or final), in
any currency, and any other credits, indebtedness or claims, in any currency,
in each case whether direct or indirect, absolute or contingent, matured or
unmatured, at any time held or owing by such Lender or any branch, agency or
Affiliate thereof to or for the credit or the account of any Borrower.  Each
Lender agrees promptly to notify the Borrowers and the Administrative Agent
after any such set-off and application made by such Lender, provided that the
failure to give such notice shall not affect the validity of such set-off and
application.

          14.8  Loan Conversion/Participations.  (a) (i) On any Conversion
Date, to the extent not otherwise prohibited by a Requirement of Law or
otherwise, all Loans outstanding in any currency other than U.S. Dollars
("Loans to be Converted") shall be converted into U.S. Dollars (calculated on
the basis of the relevant Exchange Rates as of the Business Day immediately
preceding the Conversion Date) ("Converted Loans") and (ii) on the Conversion
Date (with respect to Loans described in the foregoing clause (i)) (A) each
Lender severally, unconditionally and irrevocably agrees that it shall
purchase in U.S. Dollars a participating interest in such Converted Loans in
an amount equal to its Conversion Sharing Percentage of the outstanding
principal amount of the Converted Loans and (B) to the extent necessary to

<PAGE> 63

cause the Committed Outstandings Percentage of each Lender to equal its
Revolving Credit Commitment Percentage (calculated immediately prior to the
termination or expiration of the Revolving Credit Loans), each Lender
severally, unconditionally and irrevocably agrees that it shall purchase or
sell a participating interest in Revolving Credit Loans then outstanding. 
Each Lender will immediately transfer to the Administrative Agent, in
immediately available funds, the amounts of its participation(s), and the
proceeds of such participation(s) shall be distributed by the Administrative
Agent to each Lender from which a participating interest is being purchased in
the amount(s) provided for in the preceding sentence.  All Converted Loans
shall bear interest at the rate which would otherwise be applicable to Base
Rate Loans.

          (b)  If, for any reason, the Loans to be Converted may not be
converted into U.S. Dollars in the manner contemplated by paragraph (a) of
this subsection 14.8, (i) effective on such Conversion Date, each Lender
severally, unconditionally and irrevocably agrees that it shall purchase a
participating interest in such Loans to be Converted, in an amount equal to
its Conversion Sharing Percentage of such Loans to be Converted, and (ii) each
Lender shall purchase or sell participating interests as provided in paragraph
(a)(ii)(B) of this subsection 14.8.  Each Lender will immediately transfer to
the appropriate Administrative Agent, in immediately available funds, the
amount(s) of its participation(s), and the proceeds of such participation(s)
shall be distributed by the Administrative Agent to each relevant Lender in
the amount(s) provided for in the preceding sentence.

          (c)  To the extent any Non-Excluded Taxes are required to be
withheld from any amounts payable by a Lender to another Lender in connection
with its participating interest in any Converted Loan, each Borrower, with
respect to the relevant Loans made to it, and the Company with respect to
Local Currency Loans, shall be required to pay increased amounts to the Lender
receiving such payments to the same extent they would be required under
subsection 6.11 if such Borrower were making payments directly to such Lender.

          (d)  At any time after the actions contemplated by paragraphs (a) or
(b) of this subsection 14.8 have been taken, upon the notice of any Lender to
the Borrowers the following shall occur:  (i) the Company (through the
guarantee contained in Section 11) shall automatically be deemed to have
assumed the Converted Loans in which such Lender holds a participation, and
(ii) such Loans shall be assigned by the relevant Lender holding such Loans or
obligations to the Lender who gave the notice requesting such assumption by
the Company.

          14.9  Counterparts.  This Agreement may be executed by one or more
of the parties to this Agreement on any number of separate counterparts
(including by facsimile transmission), and all of said counterparts taken
together shall be deemed to constitute one and the same instrument.  A set of
the copies of this Agreement signed by all the parties shall be delivered to
the Borrowers and the Administrative Agent.

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

          14.11  Integration.  This Agreement and the other Loan Documents
represent the agreement of the Borrowers, the Administrative Agent and the
Lenders with respect to the subject matter hereof, and there are no promises,
undertakings, representations or warranties by the Borrowers, the
Administrative Agent or any Lender relative to the subject matter hereof not
expressly set forth or referred to herein or in the other Loan Documents.



<PAGE> 64

          14.12  GOVERNING LAW.  THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS
OF THE PARTIES UNDER THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.  

          14.13  Submission To Jurisdiction; Waivers.  1.  The Company and
each Foreign Subsidiary Borrower hereby irrevocably and unconditionally:

               (i)   submits for itself and its property in any legal action
or proceeding relating to this Agreement and the other Loan Documents to which
it is a party, or for recognition and enforcement of any judgment in respect
thereof, to the non-exclusive general jurisdiction of the Courts of the State
of New York, the courts of the United States of America for the Southern
District of New York, and appellate courts from any thereof;

               (ii)  consents that any such action or proceeding may be
brought in such courts and waives any objection that it may now or hereafter
have to the venue of any such action or proceeding in any such
court or that such action or proceeding was brought in an inconvenient court
and agrees not to plead or claim the same;

               (iii) agrees that service of process in any such action or
proceeding may be effected by mailing a copy thereof by registered or
certified mail (or any substantially similar form of mail), postage prepaid,
to the Company or such Foreign Subsidiary Borrower, as the case
may be, at the address specified in subsection 14.2, or at such other address
of which the Administrative Agent shall have been notified pursuant thereto;

               (iv)  agrees that nothing herein shall affect the right to
effect service of process in any other manner permitted by law or shall limit
the right to sue in any other jurisdiction; and

               (v)   waives, to the maximum extent not prohibited by law,
any right it may have to claim or recover in any legal action or proceeding
referred to in this subsection any special, exemplary, punitive or
consequential damages.

          (b)  Each Foreign Subsidiary Borrower hereby irrevocably appoints
the Company as its agent for service of process in any proceeding referred to
in subsection 14.13(a) and agrees that service of process in any such
proceeding may be made by mailing or delivering a copy thereof to it care of
Company at its address for notices set forth in subsection 14.2.

          14.14  Acknowledgements.  Each Borrower hereby acknowledges that:

          (a)  it has been advised by counsel in the negotiation, execution
and delivery of this Agreement and the other Loan Documents;

          (b)  none of the Administrative Agent or any Lender has any
fiduciary relationship with or duty to such Borrower arising out of or in
connection with this Agreement or any of the other Loan Documents, and the
relationship between the Administrative Agents and the Lenders, on the one
hand, and the Borrowers, on the other hand, in connection herewith or
therewith is solely that of debtor and creditor; and

          (c)  no joint venture is created hereby or by the other Loan
Documents or otherwise exists by virtue of the transactions contemplated
hereby among the Lenders or among the Borrowers and the Lenders.

          14.15  WAIVERS OF JURY TRIAL.  THE BORROWERS, THE ADMINISTRATIVE
AGENT AND THE LENDERS HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY
JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER
LOAN DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.


<PAGE> 65

          14.16  Power of Attorney.  Each Foreign Subsidiary Borrower hereby
grants to the Company an irrevocable power of attorney to act as its 
attorney-in-fact with regard to matters relating to this Agreement and each
other Loan Document, including, without limitation, execution and delivery of
any amendments, supplements, waivers or other modifications hereto or thereto,
receipt of any notices hereunder or thereunder and receipt of service of
process in connection herewith or therewith.  Each Foreign Subsidiary Borrower
hereby explicitly acknowledges that each of the Administrative Agent and each
Lender has executed and delivered this Agreement and each other Loan Document
to which it is a party, and has performed its obligations under this Agreement
and each other Loan Document to which it is a party, in reliance upon the
irrevocable grant of such power of attorney pursuant to this subsection.  The
power of attorney granted by each Foreign Subsidiary Borrower hereunder is
coupled with an interest.

          14.17  Existing Credit Agreements.  The Existing Domestic Credit
Agreement and the Existing Multicurrency Credit Agreement (collectively, the
"Existing Credit Agreements") shall terminate as of the Closing Date.  The
Required Lenders (as each such term is defined in the Existing Credit
Agreements) hereby consent to the termination of the Existing Credit
Agreements as provided herein and hereby waive any notice requirements of the
Existing Credit Agreements relating to prepayment or termination of
commitments to occur on the Closing Date as provided herein.

          14.18  Judgment.  (a)  If for the purpose of obtaining judgment in
any court it is necessary to convert a sum due hereunder in one currency into
another currency, the parties hereto agree, to the fullest extent that they
may effectively do so, that the rate of exchange used shall be that at which
in accordance with normal banking procedures the Administrative Agent could
purchase the first currency with such other currency in the city in which it
normally conducts its foreign exchange operation for the first currency on the
Business Day preceding the day on which final judgment is given.

          (b)  The obligation of each Borrower in respect of any sum due from
it to any Lender hereunder shall, notwithstanding any judgment in a currency
(the "Judgment Currency") other than that in which such sum is denominated in
accordance with the applicable provisions of this Agreement (the "Agreement
Currency"), be discharged only to the extent that on the Business Day
following receipt by such Lender of any sum adjudged to be so due in the
Judgment Currency such Lender may in accordance with normal banking procedures
purchase the Agreement Currency with the Judgment Currency; if the amount of
Agreement Currency so purchased is less than the sum originally due to such
Lender in the Agreement Currency, such Borrower agrees notwithstanding any
such judgment to indemnify such Lender against such loss, and if the amount of
the Agreement Currency so purchased exceeds the sum originally due to any
Lender, such Lender agrees to remit to such Borrower such excess.

          14.19  Confidentiality.  Each Lender agrees to keep confidential any
written information (a) provided to it by or on behalf of the Company or any
of its Subsidiaries pursuant to or in connection with this Agreement or (b)
obtained by such Lender based on a review of the books and records of the
Company or any of its Subsidiaries; provided that nothing herein shall prevent
any Lender from disclosing any such information (i) to the Administrative
Agent or any other Lender, (ii) to any Transferee or prospective Transferee
which agrees to comply with the provisions of this subsection, (iii) to its
employees, directors, agents, attorneys, accountants and other professional
advisors, (iv) upon the request or demand of any Governmental Authority having
jurisdiction over such Lender or as shall be required pursuant to any
Requirement of Law, (v) in response to any order of any court or other
Governmental Authority or as may otherwise be required pursuant to any
Requirement of Law, (vi) in connection with any litigation to which such
Lender is a party, (vii) which has been publicly disclosed other than in
breach of this Agreement, or (viii) to the extent reasonably necessary, in
connection with the exercise of any remedy hereunder.

<PAGE> 66

          14.20  Unification of Certain Currencies.  If the "Euro" (or some
other similar unit of account) becomes a currency in its own right in
connection with European monetary union contemplated by the Maastricht Treaty,
then each of the Borrowers, the Lenders and the Administrative Agent agrees to
negotiate in good faith an amendment to this Agreement satisfactory in form
and substance to the Borrowers, the Lenders and the Administrative Agent to
account therefor.