<PAGE>

                                [CONFORMED COPY]




                                 $1,000,000,000


                          CREDIT AND GUARANTY AGREEMENT


                                   dated as of


                                  May 29, 1996


                                      among


                             ARAMARK SERVICES, INC.,


                                   as Borrower


                               ARAMARK CORPORATION


                               as Parent Guarantor


                             THE BANKS LISTED HEREIN


                                       and


                                  CHEMICAL BANK


                                       and


                   MORGAN GUARANTY TRUST COMPANY OF NEW YORK,


                                    as Agents




<PAGE>




                               TABLE OF CONTENTS*



                                                                            Page
                                                                            ----

                                   ARTICLE I

                                   DEFINITIONS

         SECTION 1.01.  Definitions..........................................  1
         SECTION 1.02.  Accounting Terms and Determinations.................. 16
         SECTION 1.03.  Types of Borrowings.................................. 17


                                   ARTICLE II

                                    THE LOANS

         SECTION 2.01.  Commitments to Lend.................................. 17
         SECTION 2.02.  Notice of Committed Borrowings....................... 18
         SECTION 2.03.  Money Market Borrowings.............................. 19
         SECTION 2.04.  Swingline Advances................................... 21
         SECTION 2.05.  Notice to Banks; Funding of Loans.................... 22
         SECTION 2.06.  Maturity of Loans.................................... 23
         SECTION 2.07.  Notes................................................ 23
         SECTION 2.08.  Interest............................................. 24
         SECTION 2.09.  Facility Fees........................................ 30
         SECTION 2.10.  Reduction of Commitments............................. 30
         SECTION 2.11.  Mandatory Termination of Commitments................. 32
         SECTION 2.12.  Optional Prepayments................................. 32
         SECTION 2.13.  Payments............................................. 32
         SECTION 2.14.  Funding Losses....................................... 33
         SECTION 2.15.  Withholding Tax Exemption............................ 34


                                   ARTICLE III

                                   CONDITIONS

         SECTION 3.01.  Effectiveness........................................ 34
         SECTION 3.02.  Conditions to Borrowing.............................. 36
         SECTION 3.03.  Representation by Borrower........................... 37
         SECTION 3.04.  Transitional Provisions.............................. 37


--------
*The Table of Contents is not a part of this Agreement.


                                        i

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                                                                            Page
                                                                            ----

                                   ARTICLE IV

                         REPRESENTATIONS AND WARRANTIES

         SECTION 4.01.  Corporate Existence and Power........................ 38
         SECTION 4.02.  Corporate and Governmental Authori-
                          zation; No Contravention........................... 38
         SECTION 4.03.  Binding Effect....................................... 39
         SECTION 4.04.  Financial Information................................ 39
         SECTION 4.05.  Litigation........................................... 39
         SECTION 4.06.  Compliance with ERISA................................ 40
         SECTION 4.07.  Environmental Matters................................ 40
         SECTION 4.08.  Taxes................................................ 40
         SECTION 4.09.  Compliance with Laws................................. 41
         SECTION 4.10.  Not an Investment Company............................ 41
         SECTION 4.11.  Full Disclosure...................................... 41


                                    ARTICLE V

                                    COVENANTS

         SECTION 5.01.  Information.......................................... 41
         SECTION 5.02.  Payment of Obligations............................... 44
         SECTION 5.03.  Maintenance of Property; Insurance................... 44
         SECTION 5.04.  Conduct of Business and Maintenance
                          of Existence....................................... 45
         SECTION 5.05.  Inspection of Property, Books and
                          Records............................................ 45
         SECTION 5.06.  Maintenance of Stock of Borrower..................... 46
         SECTION 5.07.  Negative Pledge...................................... 46
         SECTION 5.08.  Consolidations, Mergers and Sales of
                          Assets............................................. 47
         SECTION 5.09.  Fixed Charge Coverage................................ 47
         SECTION 5.10.  Debt Coverage........................................ 47
         SECTION 5.11.  Minimum Consolidated Net Worth....................... 48
         SECTION 5.12.  Transactions with Affiliates......................... 48
         SECTION 5.13.  Use of Proceeds...................................... 48
         SECTION 5.14.  Restricted Payments.................................. 48

                                   ARTICLE VI

                                    DEFAULTS

         SECTION 6.01.  Events of Default.................................... 49
         SECTION 6.02.  Notice of Default.................................... 52





                                       ii

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                                                                            Page
                                                                            ----

                                   ARTICLE VII

                                   THE AGENTS

         SECTION 7.01.  Appointment and Authorization........................ 52
         SECTION 7.02.  Agents and Affiliates................................ 52
         SECTION 7.03.  Action by Agents..................................... 53
         SECTION 7.04.  Consultation with Experts............................ 53
         SECTION 7.05.  Liability of Agents.................................. 53
         SECTION 7.06.  Indemnification...................................... 53
         SECTION 7.07.  Credit Decision...................................... 54
         SECTION 7.08.  Agency Fees.......................................... 54
         SECTION 7.09.  Successor Agents..................................... 54


                                  ARTICLE VIII

                            CHANGES IN CIRCUMSTANCES
                           AFFECTING FIXED RATE LOANS

         SECTION 8.01.  Basis for Determining Interest Rate
                          Inadequate or Unfair............................... 54
         SECTION 8.02.  Illegality........................................... 55
         SECTION 8.03.  Increased Cost....................................... 56
         SECTION 8.04.  Base Rate Loans Substituted for
                          Affected Fixed Rate Loans.......................... 58


                                   ARTICLE IX

                                    GUARANTEE

         SECTION 9.01.  The Guarantee........................................ 59
         SECTION 9.02.  Guarantee Unconditional.............................. 59
         SECTION 9.03.  Discharge Only Upon Payment in Full;
                          Reinstatement in Certain
                          Circumstances...................................... 60
         SECTION 9.04.  Waiver............................................... 60
         SECTION 9.05.  Subrogation and Contribution......................... 61
         SECTION 9.06.  Stay of Acceleration................................. 61


                                    ARTICLE X

                              JUDICIAL PROCEEDINGS

         SECTION 10.01.  Consent to Jurisdiction............................. 61
         SECTION 10.02.  Enforcement of Judgments............................ 61
         SECTION 10.03.  Service of Process.................................. 62
         SECTION 10.04.  No Limitation on Service or Suit.................... 62


                                       iii

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                                                                            Page
                                                                            ----


                                   ARTICLE XI

                                  MISCELLANEOUS

         SECTION 11.01.  Notices............................................. 62
         SECTION 11.02.  No Waiver........................................... 63
         SECTION 11.03.  Expenses; Documentary Taxes;
                           Indemnification for Litigation.................... 63
         SECTION 11.04.  Amendments and Waivers.............................. 63
         SECTION 11.05.  Sharing of Set-Offs................................. 64
         SECTION 11.06.  New York Law........................................ 65
         SECTION 11.07.  Successors and Assigns.............................. 65
         SECTION 11.08.  Collateral.......................................... 66
         SECTION 11.09.  Counterparts........................................ 66
         SECTION 11.10.  WAIVER OF JURY TRIAL................................ 67



                                       iv

<PAGE>




Exhibit A - Note

Exhibit B - Opinion of Counsel of the
                        Borrower and the Parent Guarantor

Exhibit C - Opinion of Special Counsel for the Agents

Exhibit D - Subsidiary Guaranty Agreement

Exhibit E - Management Equity Note

Exhibit F - Invitation for Money Market Quotes

Exhibit G - Money Market Quote





                                        v

<PAGE>





                          CREDIT AND GUARANTY AGREEMENT



                  AGREEMENT dated as of May 29, 1996 (the "Agreement") among
ARAMARK SERVICES, INC., a Delaware corporation (the "Borrower"), ARAMARK
CORPORATION, a Delaware corporation (the "Parent Guarantor"), the BANKS party
hereto and CHEMICAL BANK and MORGAN GUARANTY TRUST COMPANY OF NEW YORK, as
Agents.



                                    ARTICLE I

                                   DEFINITIONS


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

                  "Adjusted CD Rate" has the meaning set forth in Section
2.08(c).

                  "Administrative Agent" means Chemical Bank, in its capacity as
administrative agent for the Banks hereunder, and its successors in such
capacity.

                  "Administrative Questionnaire" means, with respect to each
Bank, an administrative questionnaire in the form requested by the
Administrative Agent that is submitted to the Administrative Agent (with a copy
to the other Agent and the Borrower) duly completed by such Bank.

                  "Affiliate" means any Person (other than the Parent Guarantor
or a Subsidiary) which controls, is controlled by or is under common control
with the Parent Guarantor. As used herein, the term "control" means possession,
directly or indirectly, of the power to direct or cause the direction of the
management or policies of a Person, whether through the ownership of voting
securities, by contract or otherwise.

                  "Agents" means Chemical Bank and Morgan Guaranty Trust Company
of New York, in their respective capacities as agents for the Banks hereunder,
including, in the case of the Administrative Agent, its administrative
capacities hereunder.


                  "Assessment Rate" has the meaning set forth in Section
2.08(c).




<PAGE>



                  "Bank" means each bank listed on the signature pages hereof as
having a Commitment, and (subject to Section 11.07) its successors and assigns,
and "Banks" means all of the foregoing.

                  "Base Overdue Interest Rate" has the meaning set
forth in Section 2.08(b).

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

                  "Base Rate Loan" means a Committed Loan made or to be made by
a Bank as a Base Rate Loan in accordance with the applicable Notice of Committed
Borrowing or pursuant to Article VIII.

                  "Benefit Arrangement" means at any time an employee benefit
plan within the meaning of Section 3(3) of ERISA which is not a Plan or a
Multiemployer Plan and which is maintained or otherwise contributed to by any
member of the ERISA Group.

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

                  "Capital Lease" means a lease that would be capitalized on a
balance sheet of the lessee prepared in accordance with generally accepted
accounting principles.

                  "CD Base Rate" has the meaning set forth in Section 2.08(c).

                  "CD Loan" means a Committed Loan made or to be made by a Bank
as a CD Loan in accordance with the applicable Notice of Committed Borrowing.

                  "CD Reference Banks" means Morgan Guaranty Trust
Company of New York, Chemical Bank and CoreStates Bank, N.A.

                  "Chemical Bank" means Chemical Bank and its successors.

                  "Code" means the Internal Revenue Code of 1986, as amended, or
any successor statute.

                  "Commitment" means, with respect to each Bank, the amount set
forth opposite the name of such Bank on the signature pages hereof (or, in the
case of an Assignee, the portion of the transferor Bank's Commitment assigned to
such Assignee pursuant to Section 11.07), in each case, as such amount may be
reduced from time to time pursuant to Section


                                        2

<PAGE>



2.10 or changed as a result of an assignment pursuant to Section 11.07.

                  "Committed Loan" means a loan made or to be made by a Bank
pursuant to Section 2.01.

                  "Common Stock" means the Common Stock, par value $.01 per
share, of the Parent Guarantor.

                  "Consolidated Cash Flow Available for Fixed Charges" means for
any period EBITDA for such period, plus the excess (if any) of (x) the aggregate
amounts deducted in determining Consolidated Net Income for such period in
respect of rental expense over (y) the aggregate amounts included in determining
such Consolidated Net Income in respect of rental income (excluding any portion
of such rental expense or rental income in respect of leases having a term of
one year or less or in respect of Capital Leases).

                  "Consolidated Fixed Charges" means for any period (the
"Applicable Period") the sum of, without duplication, (i) the Consolidated
Interest Charges accrued in the Applicable Period, (ii) the excess (if any) of
(x) the aggregate amounts deducted in determining Consolidated Net Income for
the Applicable Period in respect of rental expense over (y) the aggregate
amounts included in determining such Consolidated Net Income in respect of
rental income (excluding any portion of such rental expense or rental income in
respect of leases having a term of one year or less or in respect of Capital
Leases) and (iii) the aggregate amount of dividends accrued in the Applicable
Period in respect of Series Preferred Stock.

                  "Consolidated Interest Charges" means for any period the
aggregate interest expense (net of interest income) of the Parent Guarantor and
its Consolidated Subsidiaries for such period including, without limitation, (i)
the portion of any obligation under Capital Leases allocable to interest expense
in accordance with generally accepted accounting principles, and (ii) the
portion of any debt discount or premium arising at issuance of such debt that
shall be amortized in such period.

                  "Consolidated Net Income" means for any period the
consolidated net income of the Parent Guarantor and its Consolidated
Subsidiaries for such period.

                  "Consolidated Net Worth" means at any date (the "Date of
Determination") without duplication (i) the consolidated shareholders' equity
(exclusive of the cumulative foreign currency translation adjustment as
determined in accordance with generally accepted accounting principles) of the
Parent Guarantor and its Consolidated Subsidiaries as of


                                        3

<PAGE>



the Date of Determination plus (ii) the principal amount of all Management
Equity Notes outstanding on the Date of Determination. For purposes of this
definition, consolidated shareholders' equity includes Common Stock subject to
potential repurchase pursuant to the Stockholders' Agreement, as reflected in
the consolidated financial statements of the Parent Guarantor and its
Consolidated Subsidiaries.

                  "Consolidated Subsidiary" means, at any date with respect to
any Person, any Subsidiary or other entity the accounts of which would be
consolidated with those of such Person in the consolidated financial statements
of such Person as of such date.

                  "Consolidated Tangible Assets" means at any date the
consolidated assets of the Parent Guarantor and its Consolidated Subsidiaries
determined as of such date less their consolidated goodwill, all determined as
of such date.

                  "Contingent Liability" means any quantifiable obligation or
liability which is of a type required to be disclosed as a contingent liability
in the consolidated financial statements of the Parent Guarantor and its
Consolidated Subsidiaries in accordance with generally accepted accounting
principles; provided that Guarantees constitute Debt and not Contingent
Liabilities.

                  "Credit" means any Loan or Swingline Advance.

                  "Debt" of any Person means, without duplication, (i) all
obligations of such Person for borrowed money, (ii) all obligations of such
Person evidenced by bonds, debentures, notes or other similar instruments, (iii)
all obligations of such Person to pay the deferred purchase price of property or
services, except trade accounts payable arising in the ordinary course of
business, (iv) all obligations of such Person as lessee under Capital Leases,
(v) all obligations of such Person to purchase securities which arise out of or
in connection with the sale of the same or substantially similar securities,
(vi) all noncontingent obligations (and, for purposes of Section 5.07, all
contingent obligations) of such Person to reimburse any other Person for amounts
which have been drawn under a letter of credit or similar instrument, (vii) all
Debt of others secured by a Lien on any asset of such Person, whether or not
such Debt is assumed by such Person (such Debt to have a principal amount, for
purposes of determinations under this Agreement, not exceeding the net
unencumbered carrying value of such asset under generally accepted accounting
principles), and (viii) all Debt of others Guaranteed by such Person (such Debt
to have a principal amount, for purposes of determinations under this Agreement,


                                        4

<PAGE>



not exceeding the portion of such Debt Guaranteed by such Person).

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

                  "Derivatives Obligations" of any Person means all obligations
of such Person in respect of any rate swap transaction, basis swap, forward rate
transaction, commodity swap, commodity option, equity or equity index swap,
equity or equity index option, bond option, interest rate option, foreign
exchange transaction, cap transaction, floor transaction, collar transaction,
currency swap transaction, cross-currency rate swap transaction, currency option
or any other similar transaction (including any option with respect to any of
the foregoing transactions) or any combination of the foregoing transactions.

                  "Disposition" means the sale, assignment, transfer or other
disposition by any Person of any asset or assets in a transaction or series of
related transactions.

                  "Domestic Business Day" means any day except a Saturday,
Sunday or other day on which commercial banks in New York City (or, when used
with reference to any Swingline Advance, in the city in which the lending Bank
is located) are authorized or required by law to close.

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

                  "Domestic Loan" means a CD Loan or a Base Rate Loan.

                  "Domestic Reserve Percentage" has the meaning set forth in
Section 2.08(c).

                  "EBITDA" means for any period Consolidated Net Income for such
period, excluding therefrom any extraordinary items of gain or loss, plus the
aggregate amounts deducted in determining Consolidated Net Income for such
period in respect


                                        5

<PAGE>



of (i) income taxes, (ii) Consolidated Interest Charges and (iii) depreciation,
amortization and other similar non-cash charges. If the period for which EBITDA
is calculated includes a date on which the Parent Guarantor or any of its
Consolidated Subsidiaries made a Major Asset Acquisition or Major Asset Sale,
then EBITDA for such period shall be calculated on a pro forma basis as if such
acquisition or sale had occurred on the first day thereof.

                  "Effective Date" means the date this Agreement becomes
effective in accordance with Section 3.01.

                  "Environmental Laws" means any and all federal, state, local
and foreign statutes, laws, judicial decisions, regulations, ordinances, rules,
judgments, orders, decrees, plans, injunctions, permits, concessions, grants,
franchises, licenses, agreements and other governmental restrictions relating to
the environment, the effect of the environment on human health or to emissions,
discharges or releases of pollutants, contaminants, Hazardous Substances or
wastes into the environment including, without limitation, ambient air, surface
water, ground water, or land, or otherwise relating to the manufacture,
processing, distribution, use, treatment, storage, disposal, transport or
handling of pollutants, contaminants, Hazardous Substances or wastes or the
clean-up or other remediation thereof.

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

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

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

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



                                        6

<PAGE>



                  "Euro-Dollar Loan" means a Committed Loan made or to be made
as a Euro-Dollar Loan pursuant to the applicable Notice of Committed Borrowing.

                  "Euro-Dollar Overdue Interest Rate" means a rate of interest
determined pursuant to Section 2.08(f).

                  "Euro-Dollar Reference Banks" means the principal
London offices of Morgan Guaranty Trust Company of New York,
Chemical Bank and CoreStates Bank, N.A.

                  "Euro-Dollar Reserve Percentage" means for any day that
percentage (expressed as a decimal) which is in effect on such day, as
prescribed by the Board of Governors of the Federal Reserve System (or any
successor), for determining the maximum reserve requirement for a member bank of
the Federal Reserve System in New York City with deposits exceeding five billion
dollars in respect of "Eurocurrency liabilities" (or in respect of any other
category of liabilities which includes deposits by reference to which the
interest rate on Euro-Dollar Loans is determined or any category of extensions
of credit or other assets which includes loans by a non-United States office of
any Bank to United States residents).

                  "Events of Default" has the meaning set forth in Section 6.01.

                  "Excess Contingent Liabilities" means at any time all
Contingent Liabilities of the Parent Guarantor and its Subsidiaries other than:

                  (a) surety or fidelity bonds or letters of credit issued on
         behalf of the Parent Guarantor or any of its Subsidiaries issued in the
         normal course of business of the Parent Guarantor or such Subsidiary,
         as the case may be; and

                  (b) other Contingent Liabilities in an aggregate amount not
         exceeding $100,000,000.

                  "Excess Secured Debt" means secured Debt other than Debt
secured by Liens permitted pursuant to clauses (a) through (g) of Section 5.07.

                  "Existing Credit Agreement" means the Amended and Restated
Credit and Guaranty Agreement dated as of March 12, 1993 among the Borrower
(formerly named ARA Services, Inc.), the Parent Guarantor (formerly named The
ARA Group, Inc.), the banks party thereto and Chemical Bank and Morgan Guaranty
Trust Company of New York, as agents, as in effect immediately prior to the
effectiveness of this Agreement.



                                        7

<PAGE>



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

                  "Financing Documents" means this Agreement, the Notes and the
Subsidiary Guaranty Agreement.

                  "Fixed Rate Loans" means CD Loans or Euro-Dollar Loans or
Money Market Loans or any combination of the foregoing.

                  "Guarantee" by any Person means any obligation, contingent or
otherwise, of such Person directly or indirectly guaranteeing any Debt of any
other Person and, without limiting the generality of the foregoing, any
obligation, direct or indirect, contingent or otherwise, of such Person (i) to
purchase or pay (or advance or supply funds for the purchase or payment of) such
Debt (whether arising by virtue of partnership arrangements, by agreement to
keep-well, to purchase assets, goods, securities or services, to take-or-pay, or
to maintain financial statement conditions or otherwise) or (ii) entered into
for the purpose of assuring in any other manner the obligee of such Debt of the
payment thereof or to protect such obligee against loss in respect thereof (in
whole or in part), provided that the term Guarantee shall not include
endorsements for collection or deposit in the ordinary course of business. The
term "Guarantee" used as a verb has a corresponding meaning.

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

                  "Interest Period" means:

                  (1)  with respect to each Euro-Dollar Borrowing, the
         period commencing on the date of such Euro-Dollar


                                        8

<PAGE>



         Borrowing and ending one, two, three or six months thereafter, or
         (subject to paragraph (e) of Section 2.08) 12 months thereafter, as the
         Borrower may elect in the applicable Notice of Borrowing; provided
         that:

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

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

                           (c)  any Interest Period which would otherwise
                  end after the Termination Date shall end on the
                  Termination Date;

                  (2) with respect to each CD Borrowing, the period commencing
         on the date of such Borrowing and ending 30, 60, 90 or 180 days
         thereafter, as the Borrower may elect in the applicable Notice of
         Borrowing; provided that:

                           (a) any Interest Period (other than an Interest
                  Period determined pursuant to clause (b) below) which would
                  otherwise end on a day which is not a Euro-Dollar Business Day
                  shall be extended to the next succeeding Euro-Dollar Business
                  Day; and

                           (b)  any Interest Period which would otherwise
                  end after the Termination Date shall end on the
                  Termination Date;

                  (3) with respect to each Base Rate Borrowing, the period
         commencing on the date of such Borrowing and ending on the next
         succeeding Quarterly Date; provided that:

                           (a) any Interest Period (other than an Interest
                  Period determined pursuant to clause (b) below) which would
                  otherwise end on a day which is not a Euro-Dollar Business Day
                  shall be extended to the next succeeding Euro-Dollar Business
                  Day; and



                                        9

<PAGE>



                           (b)  any Interest Period which would otherwise
                  end after the Termination Date shall end on the
                  Termination Date;

                  (4) with respect to each Money Market Borrowing, the period
         commencing on the date of such Borrowing and ending such number of days
         thereafter (but not less than 7 nor more than 270 days) as the Borrower
         may elect in accordance with Section 2.03; provided that:

                           (a) any Interest Period (other than an Interest
                  Period determined pursuant to clause (b) below) which would
                  otherwise end on a day which is not a Euro-Dollar Business Day
                  shall be extended to the next succeeding Euro-Dollar Business
                  Day; and

                           (b)  any Interest Period which would otherwise
                  end after the Termination Date shall end on the
                  Termination Date; and

                  (5) with respect to each Swingline Advance, the period
         commencing on the date of such Swingline Advance and ending on the
         applicable Swingline Maturity Date.

                  "Interest Rate Agreement" means an agreement under the
International Swap and Derivatives Association, Inc. Master Agreement (or any
predecessor or successor agreement), or any other interest rate swap agreement
or similar agreement between the Borrower and one or more of the Banks or any
affiliates of the Banks.

                  "Interest Rate Indebtedness" means the obligations of the
Borrower to the Banks or any of them in respect of the Interest Rate Agreements.

                  "Lending Office" means, as to any Bank, its Domestic Lending
Office, its Euro-Dollar Lending Office or its Money Market Lending Office, as
the context may require.

                  "Leverage Ratio" means on any date (the "Date of
Determination") the ratio of (A) EBITDA for the four most recent fiscal quarters
of the Parent Guarantor ended on or prior to the Date of Determination to (B)
Total Borrowed Funds as of the last day of the most recent fiscal quarter of the
Parent Guarantor ended on or prior to the Date of Determination.

                  "Lien" means, with respect to any asset, any mortgage, lien,
pledge, charge, security interest or encumbrance of any kind in respect of such
asset. For the purpose of this Agreement, the Parent Guarantor or any of its
Subsidiaries shall be deemed to own subject to a Lien any


                                       10

<PAGE>



asset that it has acquired or holds subject to the interest of a vendor or
lessor under any conditional sale agreement or other title retention agreement
relating to such asset or any Capital Lease.

                  "Loan" means a Domestic Loan or a Euro-Dollar or a Money
Market Loan, and "Loans" means Domestic Loans or Euro-Dollar Loans or Money
Market Loans or any combination of the foregoing.

                  "London Interbank Offered Rate" has the meaning set
forth in Section 2.08(d).

                  "Major Asset Acquisition" means any acquisition for cash or
other consideration by the Parent Guarantor or any of its Subsidiaries, or any
series of such acquisitions of (a) any asset, (b) any group of related assets or
(c) any shares of capital stock or any other ownership interest in any Person;
provided that in the case of any such acquisition, or such series of
acquisitions, the aggregate of all consideration (including cash and the fair
market value (as certified by a Principal Officer of the Parent Guarantor) of
all other consideration paid by the Parent Guarantor or any of its Subsidiaries)
for or in respect of such acquisition, or such series of acquisitions, exceeds
$25,000,000; and provided further that no such acquisition or series of
acquisitions from the Parent Guarantor or any Subsidiary of the Parent Guarantor
shall constitute a Major Asset Acquisition.

                  "Major Asset Sale" means any Disposition by the Parent
Guarantor or any of its Subsidiaries of a Single Asset; provided that in the
case of any such Disposition the aggregate of all cash and the fair market value
(as certified by a Principal Officer of the Parent Guarantor) of all property
received by the Parent Guarantor or any of its Subsidiaries from or in respect
of such Disposition exceeds $25,000,000; and provided further that (i) no such
Disposition by any Wholly Owned Subsidiary of the Parent Guarantor to any other
Wholly Owned Subsidiary of the Parent Guarantor shall constitute a Major Asset
Sale and (ii) no Sale and Leaseback Transaction shall constitute a Major Asset
Sale.

                  "Management Equity Note" means a subordinated promissory note
of the Parent Guarantor carrying an interest rate no higher than the market
interest rate payable in respect of debt with comparable terms issued by
comparable issuers, substantially in the form of Exhibit E hereto, issued to
management or former management (including directors) of the Parent Guarantor in
exchange for shares of Common Stock pursuant to the Stockholders' Agreement or
in exchange for Series Preferred Stock.



                                       11

<PAGE>



                  "Margin Stock" means "margin stock" as such term is defined in
Regulation U of the Board of Governors of the Federal Reserve System, as the
same may be amended, supplemented or modified from time to time.

                  "Material Financial Obligations" means a principal or face
amount of Debt and/or payment or collateralization obligations in respect of
Derivatives Obligations of the Borrower and/or one or more of its Subsidiaries,
arising in one or more related or unrelated transactions, exceeding in the
aggregate $25,000,000.

                  "Money Market Auction" means a solicitation of Money
Market Quotes setting forth Money Market Rates pursuant to
Section 2.03.

                  "Money Market Lending Office" means, as to each Bank, its
Domestic Lending Office or such other office, branch or affiliate of such Bank
as it may hereafter designate as its Money Market Lending Office by notice to
the Borrower and the Administrative Agent.

                  "Money Market Loan" means a loan made or to be made by a Bank
pursuant to a Money Market Auction.

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

                  "Money Market Rate" has the meaning set forth in
Section 2.03(c).

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

                  "Notes" means promissory notes of the Borrower, substantially
in the form of Exhibit A hereto, evidencing the obligation of the Borrower to
repay the Loans and the Swingline Advances, and "Note" means any one of such
promissory notes issued hereunder.

                  "Notice of Borrowing" means a Notice of Committed
Borrowing or a Notice of Money Market Borrowing.

                  "Notice of Committed Borrowing" has the meaning set
forth in Section 2.02(a).



                                       12

<PAGE>



                  "Notice of Money Market Borrowing" has the meaning
set forth in Section 2.03(d).

                  "Obligors" means the Borrower, the Parent Guarantor and each
Subsidiary from time to time party to the Subsidiary Guaranty Agreement.

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

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

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

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

                  "Prime Rate" means the rate of interest publicly announced
from time to time by Chemical Bank at its main offices in New York City as its
prime rate.

                  "Principal Officer" means the chief executive officer, chief
operating officer, chief financial officer, chief accounting officer, any
executive vice president, treasurer or general counsel of the Parent Guarantor
or the Borrower.

                  "Qualification" means, with respect to any report of
independent public accountants covering financial statements of a Person, (a) an
explanatory paragraph with respect to the continued existence of such Person, as
contemplated by Statement on Auditing Standards No. 59, or (b) a qualification
to such report (such as an "except for" statement therein) (i) resulting from a
limitation on the scope of audit of such financial statements or the underlying
data, (ii) resulting from a change in accounting principles to which such
independent public accountants take exception or (iii) which could be eliminated
by changes in financial statements or


                                       13

<PAGE>



notes thereto covered by such report (such as, by the creation of or increase in
a reserve or a decrease in the carrying value of assets) and which if so
eliminated by the making of any such change and after giving effect thereto
would occasion a Default, provided that neither of the following shall
constitute a Qualification: (x) an explanatory paragraph relating to a change in
accounting principles to which such independent public accountants take no
exception or (y) an explanatory paragraph relating to the outcome or disposition
of any uncertainty, including but not limited to threatened litigation, pending
litigation being contested in good faith, pending or threatened claims or other
contingencies, the impact of which litigation, claims, contingencies or
uncertainties cannot be determined with sufficient certainty to permit
quantification in such financial statements.

                  "Quarterly Date" means each March 31, June 30, September 30
and December 31.

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

                  "Refunding Borrowing" means a Borrowing which, after
application of the proceeds thereof, results in no net increase in the
outstanding principal amount of Committed Loans made by any Bank.

                  "Regulation U" has the meaning set forth in Section 5.13.

                  "Required Banks" means at any time Banks having at least 51%
of the aggregate amount of the Commitments or, if the Commitments shall have
been terminated, holding Notes evidencing at least 51% of the aggregate unpaid
principal amount of the Loans.

                  "Revolving Credit Period" means the period from the Effective
Date to but not including the Termination Date.

                  "Sale and Leaseback Transaction" means any arrangement with
any Person providing for the leasing by the Parent Guarantor or any Subsidiary
of any property that, or of any property similar to and used for substantially
the same purposes as any other property that, has been or is to be sold,
assigned, transferred or otherwise disposed of by the Parent Guarantor or any of
its Subsidiaries to such Person with the intention of entering into such a
lease.

                  "Series Preferred Stock" means any series of Series Preferred
Stock issued by the Parent Guarantor from time to time.


                                       14

<PAGE>




                  "Single Asset" means, in the case of any Disposition by the
Parent Guarantor or any of its Subsidiaries, (a) any asset, (b) any group of
assets used in connection with the same line of business of the Parent Guarantor
or such Subsidiary prior to such sale, assignment, transfer or other disposition
or (c) any shares of capital stock or any other ownership interest in any
Person.

                  "Stockholders' Agreement" means the Amended and Restated
Stockholders' Agreement dated as of December 14, 1994 among the Parent Guarantor
and the investors listed therein, as the same may be amended from time to time.

                  "Subsidiary" means, with respect to any Person, any
corporation or other entity of which securities or other ownership interests
having ordinary voting power to elect a majority of the board of directors or
other persons performing similar functions are at the time directly or
indirectly owned by such Person. As used herein, the term "Subsidiary" shall be
deemed to refer to a Subsidiary of the Parent Guarantor unless otherwise
specified.

                  "Subsidiary Guaranty Agreement" means the Subsidiary Guaranty
Agreement dated as of the date hereof among the Borrower, the Parent Guarantor
and certain Subsidiaries, in the form of Exhibit D hereto.

                  "Swingline Advance" means an advance made by a Bank to the
Borrower pursuant to a solicitation of offers therefor in accordance with
Section 2.04.

                  "Swingline Maturity Date" has the meaning set forth
in Section 2.06.

                  "Termination Date" means June 30, 2001, or if such date is not
a Euro-Dollar Business Day, the next succeeding Euro-Dollar Business Day unless
such succeeding Euro-Dollar Business Day falls in another calendar month, in
which case the Termination Date shall be the next preceding Euro-Dollar
Business Day.

                  "Total Borrowed Funds" means at any date the sum of (i) all
Debt of the Parent Guarantor and its Consolidated Subsidiaries that would be
required to be reflected on or referred to in a consolidated balance sheet of
the Parent Guarantor and its Consolidated Subsidiaries at such date (including
without limitation all Capital Leases of and, except as set forth below, all
Debt Guaranteed by the Parent Guarantor and its Consolidated Subsidiaries but
excluding (x) Debt Guaranteed by the Parent Guarantor and its Consolidated
Subsidiaries outstanding on May 29, 1996 in an aggregate principal amount not
exceeding $10,000,000 and (y) the


                                       15

<PAGE>



Management Equity Notes) and (ii) Excess Contingent Liabilities.

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

                  "Wholly Owned Domestic Material Subsidiary" means, with
respect to any Person, a Wholly Owned Subsidiary that (i) is organized under the
laws of the United States, any state thereof or any political subdivision
thereof or therein and (ii) whose total assets (or in the case of any Subsidiary
which itself has Subsidiaries, the consolidated total assets of such Subsidiary
and its Consolidated Subsidiaries) are at least 5% of the consolidated total
assets of the Parent Guarantor and its Consolidated Subsidiaries, as shown by
the financial statements then most recently delivered pursuant to Section 5.01
provided that if the Parent Guarantor determines in good faith that a Subsidiary
does not have consolidated assets of at least 5% of the consolidated total
assets of the Parent Guarantor and its Consolidated Subsidiaries as at any
fiscal year-end, such determination shall be conclusive for purposes of this
Agreement and the Subsidiary Guaranty Agreement for a period of 270 days
following such fiscal year-end.

                  "Wholly Owned Subsidiary" means, with respect to any Person,
any Subsidiary all of the shares of capital stock or other ownership interests
of which (except directors' qualifying shares) are at the time directly or
indirectly owned by such Person.

                  SECTION 1.02. Accounting Terms and Determinations. Unless
otherwise specified herein, all accounting terms used herein shall be
interpreted, all accounting determinations hereunder shall be made, and all
financial statements required to be delivered hereunder shall be prepared in
accordance with generally accepted accounting principles applied on a basis
consistent with the audited consolidated financial statements of the Parent
Guarantor and its Consolidated Subsidiaries for the fiscal year ended September
29, 1995 referred to in paragraph (a) of Section 4.04 (except for changes to
which independent public accountants for the Parent Guarantor take


                                       16

<PAGE>



no exception) provided that, if the Borrower notifies the Agents that the
Borrower wishes to amend any covenant in Article V to eliminate the effect of
any change in generally accepted accounting principles on the operation of such
covenant (or if the Agents notify the Borrower that the Required Banks wish to
amend Article V for such purpose), then the Borrower's compliance with such
covenant shall be determined on the basis of generally accepted accounting
principles in effect immediately before the relevant change in generally
accepted accounting principles became effective, until either such notice is
withdrawn or such covenant is amended in a manner satisfactory to the Parent
Guarantor, the Borrower and the Required Banks.

                  SECTION 1.03. Types of Borrowings. The term "Borrowing"
denotes the aggregation of Loans of one or more Banks to be made to the Borrower
pursuant to Article II on a single date and for a single Interest Period.
Borrowings are classified for purposes of this Agreement either by reference to
the pricing of Loans comprising such Borrowing (e.g., a "Euro-Dollar Borrowing"
is a Borrowing comprised of EuroDollar Loans) or by reference to the provisions
of Article II under which participation therein is determined (i.e., a
"Committed Borrowing" is a Borrowing under Section 2.01 in which all Banks
participate in proportion to their Commitments, while a "Money Market Borrowing"
is a Borrowing under Section 2.03 in which the Bank participants are determined
on the basis of their bids in accordance therewith).


                                   ARTICLE II

                                    THE LOANS


                  SECTION 2.01. Commitments to Lend. During the Revolving Credit
Period each Bank severally agrees, on the terms and conditions set forth in this
Agreement, to make loans to the Borrower pursuant to this Section from time to
time in amounts such that the aggregate principal amount of Committed Loans by
such Bank at any one time outstanding shall not exceed the amount of such Bank's
Commitment. Each Borrowing under this Section shall be in an aggregate principal
amount of $5,000,000 or any larger multiple of $5,000,000 (except that any such
Borrowing may be in the aggregate amount available in accordance with Section
3.02(b)) and shall be made from the several Banks ratably in proportion to their
respective Commitments. Within the foregoing limits, the Borrower may borrow
under this Section, repay or, to the extent permitted by Section 2.12, prepay
Loans and reborrow at any time during the Revolving Credit Period pursuant to
this Section.


                                       17

<PAGE>




                  SECTION 2.02. Notice of Committed Borrowings. (a) The Borrower
shall give the Administrative Agent at least two Domestic Business Days' notice
(or, in the case of a Base Rate Borrowing on a date for which the Borrower has
requested quotes pursuant to a Money Market Auction but not accepted quotes in
the full amount for which requested, notice not later than 11:00 A.M. (New York
City time) on the date of such Borrowing) (a "Notice of Committed Borrowing") of
its intention to make a Domestic Borrowing and at least three Euro-Dollar
Business Days' notice (five Euro-Dollar Business Days' notice, in the case of a
Euro-Dollar Borrowing with respect to which a 12-month Interest Period is
requested) of its intention to make a Euro-Dollar Borrowing, in each case in
writing (or by telephone confirmed in writing not later than the close of
business on the next succeeding Domestic Business Day or Euro-Dollar Business
Day, as applicable) specifying:

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

             (ii)  the aggregate amount of such Borrowing,

            (iii)  whether the Loans comprising such Borrowing are
         to be CD Loans, Base Rate Loans or Euro-Dollar Loans, and

             (iv) in the case of a Fixed Rate Borrowing, the duration of the
         Interest Period applicable thereto, subject to the provisions of the
         definition of Interest Period.

                  (b) The provisions of subsection (a) above notwithstanding, if
the Borrower shall not have given a Notice of Committed Borrowing not later than
two Domestic Business Days prior to the last day of the Interest Period
applicable to an outstanding Committed Borrowing consisting of Base Rate Loans,
then, unless the Borrower shall have notified the Administrative Agent not later
than two Domestic Business Days prior to the last day of such Interest Period
that it elects not to borrow on such date, the Administrative Agent shall be
deemed to have received a Notice of Committed Borrowing specifying (i) that the
date of the proposed Borrowing shall be the last day of the Interest Period
applicable to such outstanding Borrowing, (ii) that the aggregate amount of the
proposed Borrowing shall be the amount of such outstanding Borrowing (reduced to
the extent necessary to reflect any reduction of the Commitments on or prior to
the date of the proposed Borrowing), and (iii) that the Loans comprising the
proposed Borrowing are to be Base Rate Loans.



                                       18

<PAGE>



                  (c) No more than eight Euro-Dollar Borrowings and eight CD
Borrowings shall be outstanding at any one time and no more than four
Euro-Dollar Borrowings or CD Borrowings at any one time outstanding shall have
one-month or 30-day Interest Periods.

                  SECTION 2.03.  Money Market Borrowings.

                  (a) The Money Market Option. In addition to Committed
Borrowings pursuant to Section 2.01, the Borrower may, as set forth in this
Section, request the Banks during the Revolving Credit Period to make offers to
make Money Market Loans to the Borrower. The Banks may, but shall have no
obligation to, make such offers and the Borrower may, but shall have no
obligation to, accept any such offers in the manner set forth in this Section
2.03.

                  (b) Money Market Quote Request. When the Borrower wishes to
request offers to make Money Market Loans under this Section 2.03, it shall
transmit an Invitation for Money Market Quotes substantially in the form of
Exhibit F hereto to each of the Banks by telex or facsimile transmission so as
to be received no later than 10:00 A.M. (New York City time) on the Domestic
Business Day next preceding the date of Borrowing proposed therein specifying:

                  (i)  the proposed date of Borrowing, which shall be
         a Domestic Business Day,

                  (ii) the aggregate amount of such Borrowing, which shall be
         $5,000,000 or a larger multiple of $1,000,000, and

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

The Borrower may request offers to make Money Market Loans for up to six
different Interest Periods in a single Invitation for Money Market Quotes. No
Invitation for Money Market Quotes shall be given within three Domestic Business
Days of any other Invitation for Money Market Quotes.

                  (c) Submission and Contents of Money Market Quotes. (i) Each
Bank may submit a Money Market Quote containing an offer or offers to make Money
Market Loans in response to any Invitation for Money Market Quotes. Each Money
Market Quote must comply with the requirements of this subsection (c) and must
be submitted to the Borrower by telex or facsimile transmission at its offices
specified in or pursuant to Section 11.01 not later than 10:00 A.M. (New York
City time) on the proposed date of Borrowing. Subject to Articles III


                                       19

<PAGE>



and VI, any Money Market Quote so made shall be irrevocable except with the
written consent of the Borrower.

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

                  (A)  the proposed date of Borrowing,

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

                  (C) the rate of interest per annum (specified to the nearest
         1/10,000th of 1%) (the "Money Market Rate") offered for each such Money
         Market Loan, and

                  (D) the identity of the quoting Bank.

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

            (iii)  Any Money Market Quote shall be disregarded if it:

                  (A) is not substantially in conformity with Exhibit G hereto
         or does not specify all of the information required by subsection
         (c)(ii);

                  (B)  except as provided in subsection (c)(ii)(B)(z),
         contains qualifying, conditional or similar language;

                  (C) proposes terms other than or in addition to those set
         forth in the applicable Invitation for Money Market Quotes; or

                  (D) arrives after the time set forth in subsection (c)(i).

                  (d) Acceptance and Notice by Borrower. Not later than 11:00
A.M. (New York City time) on the proposed date of Borrowing, the Borrower shall
notify the Administrative Agent of its acceptance or non-acceptance of the
offers so notified to it pursuant to subsection (c). In the case of acceptance,


                                       20

<PAGE>



such notice (a "Notice of Money Market Borrowing") shall specify the aggregate
principal amount of offers for each Interest Period that are accepted. The
Borrower may accept any Money Market Quote in whole or in part; provided that:

                  (i) the aggregate principal amount of each Money Market
         Borrowing may not exceed the applicable amount set forth in the related
         Invitation for Money Market Quotes,

                  (ii) the principal amount of each Money Market Borrowing must
         be $5,000,000 or a larger multiple of $1,000,000,

                  (iii) acceptance of offers may only be made on the basis of
         ascending Money Market Rates and without regard to any Money Market
         Quote submitted by a Bank that amends, modifies or is otherwise
         inconsistent with a previous Money Market Quote submitted by such Bank
         in response to the same Invitation for Money Market Quotes, unless such
         subsequent Money Market Quote is submitted solely to correct a manifest
         error in such former Money Market Quote,

                  (iv) the Borrower may not accept any offer that is described
         in subsection (c)(iii) or that otherwise fails to comply with the
         requirements of this Agreement, and

                  (v) the absence of timely acceptance by the Borrower in
         accordance with this subsection (d) shall constitute rejection of all
         related Money Market Quotes.

                  (e) Allocation Among Banks. If offers are made by two or more
Banks with the same Money Market Rates, for a greater aggregate principal amount
than the amount in respect of which such offers are accepted for the related
Interest Period, the principal amount of Money Market Loans in respect of which
such offers are accepted shall be allocated by the Borrower among such Banks as
nearly as possible (in multiples of $1,000,000) in proportion to the aggregate
principal amounts of such offers. Such determinations of the amounts of Money
Market Loans shall be conclusive in the absence of manifest error.

                  SECTION 2.04.  Swingline Advances.

                  (a) The Borrower may at any time during the Revolving Credit
Period request any or all of the Banks to offer to make Swingline Advances under
this Section. No such Bank shall have any obligation to make such an offer, and
the Borrower shall have no obligation to request or accept any such offer.



                                       21

<PAGE>



                  (b)  The Borrower may not request or accept any
offer to make a Swingline Advance:

                  (i)  the final maturity date of which is more than
         270 days after the date of such Swingline Advance; or

                  (ii) the principal amount of which, when added to the
         aggregate principal amount of all Credits then outstanding, exceeds the
         aggregate Commitments at such time.

                  (c) The Borrower shall promptly notify the Administrative
Agent, upon receipt of a request therefor from the Administrative Agent during
normal business hours, of the aggregate principal amount of Swingline Advances
then outstanding.

                  SECTION 2.05.  Notice to Banks; Funding of Loans.

                  (a) Upon receipt of a Notice of Borrowing, the Administrative
Agent shall promptly notify (by telex, cable, facsimile transmission, telephone
or other means of telecommunications) each Bank participating therein of the
contents thereof and of such Bank's share of such Borrowing, and such Notice of
Borrowing shall not thereafter be revocable by the Borrower.

                  (b) Not later than 12:00 Noon (New York City time) on the date
of each Borrowing, each Bank participating therein shall, except as provided in
subsection (c) of this Section 2.05, make available its share of such Borrowing,
in Federal or other funds immediately available in New York City, to the
Administrative Agent at its address specified in or pursuant to Section 11.01.
Unless the Administrative Agent determines that any applicable condition
specified in Article III has not been satisfied, the Administrative Agent will
make the funds so received from the Banks available to the Borrower on such date
at the Administrative Agent's aforesaid address.

                  (c) If pursuant to any provision of this Agreement any Bank
makes a new Committed Loan hereunder to the Borrower on a day on which the
Borrower is to repay all or any part of an outstanding Committed Loan from such
Bank, such Bank shall apply the proceeds of such new Committed Loan to make such
repayment and only an amount equal to the difference (if any) between the amount
being borrowed and the amount being repaid shall be made available by such Bank
to the Administrative Agent, or remitted by the Borrower to the Administrative
Agent, as the case may be.

                  (d) Unless the Administrative Agent shall have received notice
from a Bank prior to the date of any Borrowing


                                       22

<PAGE>



that such Bank will not make available to the Administrative Agent such Bank's
share of such Borrowing, the Administrative Agent may assume that such Bank has
made such share available to the Administrative Agent on the date of such
Borrowing in accordance with subsections (b) and (c) of this Section 2.05 and
the Administrative Agent may, in reliance upon such assumption, make available
to the Borrower on such date a corresponding amount. If and to the extent that
such Bank shall not have so made such share available to the Administrative
Agent, such Bank and the Borrower severally agree to repay to the Administrative
Agent forthwith on demand (or within one Domestic Business Day, in the case of
the Borrower) such corresponding amount together with interest thereon, for each
day from the date such amount is made available to the Borrower until the date
such amount is repaid to the Administrative Agent, at (i) in the case of the
Borrower, a rate per annum equal to the higher of the Federal Funds Rate and the
interest rate applicable thereto pursuant to Section 2.08 and (ii) in the case
of such Bank, the Federal Funds Rate. If such Bank shall repay to the
Administrative Agent such corresponding amount, such amount so repaid shall
constitute such Bank's Loan included in such Borrowing for purposes of this
Agreement.

                  SECTION 2.06. Maturity of Loans. Each Committed Loan and each
Money Market Loan shall mature, and the principal amount thereof shall be due
and payable, on the last day of the Interest Period applicable thereto. Each
Swingline Advance made by a Bank shall mature, and the principal amount thereof
shall be due and payable, on the maturity date specified in the applicable offer
made pursuant to Section 2.04 (the "Swingline Maturity Date").

                  SECTION 2.07. Notes. (a) The Credits of each Bank shall be
evidenced by a single Note payable to the order of such Bank for the account of
its Lending Office in an amount equal to the aggregate unpaid principal amount
of such Bank's Credits.

                  (b) Each Bank may, by notice to the Borrower and the
Administrative Agent, request that its Credits of a particular type be evidenced
by a separate Note in an amount equal to the aggregate unpaid principal amount
of such Credits. Each such Note shall be in substantially the form of Exhibit A
hereto with appropriate modifications to reflect the fact that it evidences
solely Credits of the relevant type. Each reference in this Agreement to the
"Note" of such Bank shall be deemed to refer to and include any or all of such
Notes, as the context may require.

                  (c)  Upon receipt of each Bank's Note pursuant to
Section 3.01, the Administrative Agent shall deliver, by hand


                                       23

<PAGE>



or overnight courier, such Note to such Bank. Each Bank shall record the date,
amount, type and maturity of each Credit to be evidenced by its Note and the
date and amount of each payment of principal made by the Borrower with respect
thereto and may, if a Bank so elects in connection with any transfer or
enforcement of its Note, and is hereby irrevocably authorized by the Borrower
to, endorse on the schedules forming a part thereof appropriate notations to
evidence such information and attach to and make a part of any Note a
continuation of any such schedule as and when required. Notwithstanding the
foregoing provisions of this paragraph (c), neither the obligations of the
Borrower and the Parent Guarantor hereunder nor the rights of any Bank shall be
affected by the failure of any Bank to appropriately record such information on
any Note.

                  SECTION 2.08. Interest. (a) Subject to paragraph (b) of this
Section 2.08, each Base Rate Loan shall bear interest on the unpaid principal
amount thereof from time to time outstanding at a rate per annum equal to the
Base Rate. Such interest rate shall be adjusted automatically on and as of the
effective date of any change in the Base Rate. Such interest shall be payable
with respect to each Base Rate Loan on the last day of the related Interest
Period.

                  (b) Any overdue principal of or interest on any Base Rate Loan
shall bear interest, payable on demand, for each day from the date payment
thereof was due to but excluding the date of actual payment, at a rate per annum
equal to the sum of 1-1/2% plus the Base Rate for such day (the "Base Overdue
Interest Rate").

                  (c) Each CD Loan shall bear interest on the outstanding
principal amount thereof, for each day during the Interest Period applicable
thereto, at a rate per annum equal to the sum of the CD Margin for such day plus
the Adjusted CD Rate applicable to such Interest Period; provided that (i) such
interest rates shall be adjusted automatically on and as of the effective date
of any change in the Domestic Reserve Percentage, the Assessment Rate or the CD
Margin and (ii) if any CD Loan shall, as a result of clause (2)(b) of the
definition of Interest Period, have an Interest Period of less than 30 days,
such CD Loan shall bear interest during such Interest Period at the rate
applicable to Base Rate Loans during such period. Such interest shall be payable
for each Interest Period on the last day thereof and, if such Interest Period is
longer than 90 days, 90 days after the first day thereof. Any overdue principal
of or interest on any CD Loan shall bear interest, payable on demand, for each
day until paid at a rate per annum equal to the higher of (i) the sum of 1-1/2%
plus the sum of the Adjusted CD Rate applicable to the


                                       24

<PAGE>



Interest Period for such Loan plus the CD Margin for such day and (ii) the Base
Overdue Interest Rate for such day.

                  "CD Margin" means a rate per annum determined in accordance
with the table set forth below paragraph (g) of this Section 2.08.

                  The "Adjusted CD Rate" applicable to any Interest Period means
a rate per annum determined pursuant to the following formula:


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

                  ACDR  =  Adjusted CD Rate
                  CDBR  =  CD Base Rate
                   DRP  =  Domestic Reserve Percentage
                    AR  =  Assessment Rate

         ----------
         *  The amount in brackets being rounded upward, if
         necessary, to the next higher 1/100 of 1%

                  The "CD Base Rate" applicable to any Interest Period is the
rate of interest determined by the Administrative Agent to be the average
(rounded upward, if necessary, to the next higher 1/100 of 1%) of the prevailing
rates per annum bid at 10:00 A.M. (New York City time) (or as soon thereafter as
practicable) on the first day of such Interest Period by two or more New York
certificate of deposit dealers of recognized standing for the purchase at face
value from each CD Reference Bank of its certificates of deposit in an amount
comparable to the principal amount of the CD Loan of such CD Reference Bank to
which such Interest Period applies and having a maturity comparable to such
Interest Period.

                  "Domestic Reserve Percentage" means for any day that
percentage (expressed as a decimal) which is in effect on such day, as
prescribed by the Board of Governors of the Federal Reserve System (or any
successor) for determining the maximum reserve requirement (including without
limitation any basic, supplemental or emergency reserves) for a member bank of
the Federal Reserve System in New York City with deposits exceeding five billion
dollars in respect of new non-personal time deposits in dollars in New York City
having a maturity comparable to the related Interest Period and in an amount of
$100,000 or more.

                  "Assessment Rate" means for any day the annual assessment rate
in effect on such day which is payable by a



                                       25

<PAGE>



member of the Bank Insurance Fund classified as adequately capitalized and
within supervisory subgroup "A" (or a comparable successor assessment risk
classification) within the meaning of 12 C.F.R. Section 327.4(a) (or any
successor provision) to the Federal Deposit Insurance Corporation (or any
successor) for such Corporation's (or such successor's) insuring time deposits
at offices of such institution in the United States.

                  (d) Subject to paragraph (f) of this Section 2.08, each
Euro-Dollar Loan shall bear interest on the unpaid principal amount thereof, for
each day during the Interest Period applicable thereto, at an interest rate per
annum equal to the sum of the Euro-Dollar Margin for such day plus the Adjusted
Euro-Dollar Rate applicable to such Interest Period. Such interest rate shall be
adjusted automatically on and as of the effective date of any change in the
Euro-Dollar Reserve Percentage or the Euro-Dollar Margin. Interest on each
Euro-Dollar Loan shall be payable on the last day of the related Interest Period
and, if such Interest Period is longer than three months, at intervals of three
months after the first day thereof.

                  "Euro-Dollar Margin" means a rate per annum determined in
accordance with the table set forth below paragraph (g) of this Section 2.08.

                  The "Adjusted Euro-Dollar Rate" applicable to any Interest
Period means a rate per annum equal to the quotient obtained (rounded upward, if
necessary, to the next higher 1/100 of 1%) by dividing (i) the applicable London
Interbank Offered Rate by (ii) 1.00 minus the Euro-Dollar Reserve Percentage.

                  The "London Interbank Offered Rate" applicable to any Interest
Period means the average (rounded upward, if necessary, to the next higher 1/16
of 1%) of the respective rates per annum at which deposits in dollars are
offered to each of the Euro-Dollar Reference Banks in the London interbank
market at approximately 11:00 A.M. (London time) two Euro-Dollar Business Days
before the first day of such Interest Period in an amount approximately equal to
the principal amount of the largest Euro-Dollar Loan to which such Interest
Period is to apply and for a period of time comparable to such Interest Period.

                  (e) If requested to do so by the Borrower through the
Administrative Agent at least five Euro-Dollar Business Days before the
beginning of any Interest Period applicable to a Euro-Dollar Borrowing, each
Bank participating therein will advise the Administrative Agent before noon (New
York City time) on the third Euro-Dollar Business Day preceding the


                                       26

<PAGE>



beginning of such Interest Period as to whether, if the Borrower selects a
duration of 12 months for such Interest Period, such Bank expects that deposits
in dollars with a term corresponding to such Interest Period will be available
to it on the first day of such Interest Period in the amount required to fund
its Euro-Dollar Loan to which such Interest Period would apply. Unless Banks
having more than 34% of the aggregate principal amount of the Commitments
respond by such time to the effect that they expect such deposits not to be
available to them, the Borrower shall be entitled to select a duration of 12
months for such Interest Period.

                  (f) Any overdue principal of or interest on any Euro-Dollar
Loan shall bear interest, payable on demand, for each day from and including the
date payment thereof was due to but excluding the date of actual payment, at a
rate per annum equal to the sum of 1-1/2% plus the Euro-Dollar Margin for such
day plus the quotient obtained (rounded upward, if necessary to the next higher
1/100 of 1%) by dividing (i) the average (rounded upward, if necessary, to the
next higher 1/16 of 1%) of the respective rates per annum at which one-day (or,
if such amount due remains unpaid more than three Euro-Dollar Business Days,
then for such other period of time not longer than six months as the
Administrative Agent may elect) deposits in dollars in an amount approximately
equal to the largest such overdue payment due to any Bank are offered to each
Euro-Dollar Reference Bank in the London interbank market for the applicable
period determined as provided above by (ii) 1.00 minus the Euro-Dollar Reserve
Percentage (or, if the circumstances described in clause (a) or (b) of Section
8.01 shall exist, at a rate per annum equal to the Base Overdue Interest Rate
for such day).

                  (g) The "Euro-Dollar Margin", "CD Margin" and "Facility Fee
Rate" shall be for any day the respective percentages indicated in the table set
forth below in the applicable row under the column corresponding to the Status
that applies on such day.

<TABLE>
<CAPTION>
===================================================================================================================================
                             Level           Level            Level            Level         Level            Level          Level
         Status                I              II               III              IV             V                VI            VII
-----------------------------------------------------------------------------------------------------------------------------------
<S>                          <C>             <C>              <C>             <C>             <C>            <C>           <C>   
Euro-Dollar                  0.15%           0.20%            0.25%           0.33%           0.40%          0.50%         0.625%
Margin
-----------------------------------------------------------------------------------------------------------------------------------
CD Margin                    0.25%           0.30%            0.35%           0.43%           0.50%          0.60%         0.725%
-----------------------------------------------------------------------------------------------------------------------------------
Facility Fee                 0.10%           0.10%            0.12%           0.17%           0.225%         0.25%         0.375%
Rate
===================================================================================================================================
</TABLE>

                  For purposes of this Section 2.08(g), the following terms have
the following meanings (in addition to terms defined in Section 1.01):


                                       27

<PAGE>




                  "Level I Status" applies at any date if, at such date, either
(x) the Borrower's long-term debt is rated A- or higher by S&P or A3 or higher
by Moody's or (y) the Reference Ratio is equal to or greater than .55 to 1.0.

                  "Level II Status" applies at any date if, at such date, (i)
either (x) the Borrower's long-term debt is rated BBB+ or higher by S&P or Baa1
or higher by Moody's or (y) the Reference Ratio is equal to or greater than .50
to 1.0 and (ii) Level I Status does not apply.

                  "Level III Status" applies at any date if, at such date, (i)
either (x) the Borrower's long-term debt is rated BBB or higher by S&P or Baa2
or higher by Moody's or (y) the Reference Ratio is equal to or greater than .45
to 1.0 and (ii) neither Level I Status nor Level II Status applies.

                  "Level IV Status" applies at any date if, at such date, (i)
either (x) the Borrower's long-term debt is rated BBB- or higher by S&P or Baa3
or higher by Moody's or (y) the Reference Ratio is equal to or greater than .40
to 1.0 and (ii) none of Level I Status, Level II Status and Level III Status
applies.

                  "Level V Status" applies at any date if, at such date, (i)
either (x) the Borrower's long-term debt is rated BB+ or higher by S&P or Ba1 or
higher by Moody's or (y) the Reference Ratio is equal to or greater than .35 to
1.0 and (ii) none of Level I Status, Level II Status, Level III Status and Level
IV Status applies.

                  "Level VI Status" applies at any date if, at such date, (i)
either (x) the Borrower's long-term debt is rated BB or higher by S&P or Ba2 or
higher by Moody's or (y) the Reference Ratio is equal to or greater than .32 to
1.0 and (ii) none of Level I Status, Level II Status, Level III Status, Level IV
Status and Level V Status applies.

                  "Level VII Status" applies at any date if, at such date, no
other Status applies.

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

                  "Reference Ratio" means for any day during any fiscal quarter
of the Parent Guarantor (the "Current Quarter"), the Leverage Ratio as of the
last day of the most recent fiscal quarter of the Parent Guarantor ended 80 days
or more before the first day of the Current Quarter. The Parent Guarantor shall,
prior to the first day of each fiscal quarter of the Parent Guarantor during
which Status (if determined solely on the basis of the Reference Ratio) would
differ from the Status (if so determined) during the next preceding fiscal


                                       28

<PAGE>



quarter of the Parent Guarantor, deliver to the Administrative Agent a
certificate of the Parent Guarantor signed by its chief financial officer, its
Treasurer or its chief accounting officer setting forth in reasonable detail the
calculation of the Reference Ratio.

                  "S&P" means Standard & Poor's Ratings Services.

                  "Status" refers to the determination of which of Level I
Status through Level VII Status applies at any date.

                  The credit ratings to be utilized for purposes of the above
schedule are those assigned to the senior unsecured long-term debt securities of
the Borrower without third-party credit enhancement, and any rating assigned to
any other debt security of the Borrower shall be disregarded. The rating in
effect at any date is that in effect at the close of business on such date.

                  (h) Each Money Market Loan and each Swingline Advance made by
a Bank shall bear interest on the outstanding principal amount thereof, for the
Interest Period applicable thereto, at a rate per annum equal to the Money
Market Rate quoted by the Bank making such Loan in accordance with Section 2.03
or the fixed interest rate quoted by the Bank making such Swingline Advance in
accordance with Section 2.04, as the case may be. Such interest shall be payable
for each Interest Period on the last day thereof. Any overdue principal of or
interest on any Money Market Loan or Swingline Advance shall bear interest,
payable on demand, for each day until paid at a rate per annum equal to the sum
of 2% plus the Prime Rate for such day.

                  (i) The Administrative Agent shall determine each rate of
interest applicable to the Loans. The Administrative Agent shall give prompt
notice thereof to the Borrower and the affected Banks by telephone, facsimile
transmission, telex or cable. The Administrative Agent's good faith
determination of each such rate of interest shall be conclusive in the absence
of manifest error.

                  (j) Each Reference Bank agrees to use its best efforts to
furnish quotations to the Administrative Agent as contemplated hereby. If any
Reference Bank does not furnish a timely quotation, the Administrative Agent
shall determine the relevant interest rate on the basis of the quotation or
quotations furnished by the remaining Reference Bank or Banks or, if none of
such quotations is available on a timely basis, the provisions of Section 8.01
shall apply.

                  (k) Interest based on the Prime Rate shall be computed on the
basis of a year of 365 days (or 366 days in a


                                       29

<PAGE>



leap year) and paid for the actual number of days elapsed (including the first
day but excluding the last day). All other interest shall be computed on the
basis of a year of 360 days and paid for the actual number of days elapsed,
calculated as to each Interest Period or period fixed pursuant to paragraph (f)
of this Section 2.08 from and including the first day thereof to but excluding
the last day thereof.

                  SECTION 2.09. Facility Fees. (a) The Borrower shall pay to the
Administrative Agent for the account of the Banks a facility fee at the Facility
Fee Rate (determined daily in accordance with the schedule set forth below
paragraph (g) of Section 2.08) accrued (i) from and including the Effective Date
to but excluding the Termination Date (or earlier date of termination of the
Commitments in their entirety) on the daily average aggregate amount of the
Commitments (whether used or unused) and (ii) from and including the Termination
Date or such earlier date of termination to but excluding the date the Loans
shall be repaid in their entirety, on the daily aggregate outstanding principal
amount of the Loans; provided that no such fee shall accrue with respect to the
portion, if any, of the aggregate Commitments utilized in the form of Base Rate
Loans during any fiscal quarter of the Parent Guarantor if the Reference Ratio
is more than 0.45 to 1 for such fiscal quarter.

                  (b) Accrued facility fees under this Section shall be computed
on the basis of a year of 360 days and paid for the actual number of days
elapsed. Such facility fees shall be paid quarterly in arrears on each March 31,
June 30, September 30 and December 31 and on the Termination Date (and, if
later, such later date of repayment).

                  (c) Upon receipt of any amount representing fees paid pursuant
to this Section 2.09, the Administrative Agent shall pay such amount to the
Banks in proportion to their respective Commitments.

                  SECTION 2.10. Reduction of Commitments. (a) The Borrower at
its option may at any time and from time to time upon at least three Domestic
Business Days' notice to the Administrative Agent terminate in their entirety or
reduce, in an aggregate amount of $10,000,000 or any larger multiple of
$5,000,000, the unused Commitments (any such reduction to be applied ratably to
the respective Commitments of all Banks). For this purpose, the Commitments
shall be deemed unused at any time to the extent (and only to the extent) that
the Borrower could at such time borrow Committed Loans without causing the
Credits to exceed the aggregate Commitments at such time. Upon any termination
or reduction of the Commitments pursuant to this subsection (a) or subsection
(b) below, the Administrative Agent shall promptly notify each Bank of


                                       30

<PAGE>



such termination or reduction. Each reduction of the Commitments pursuant to
this subsection (a) shall be permanent.

                  (b) In addition, the Commitments shall be reduced upon the
incurrence by the Parent Guarantor or any of its Subsidiaries of Excess Secured
Debt (other than Excess Secured Debt arising out of the refinancing, extension,
renewal or refunding of other Excess Secured Debt, except to the extent, and
only to the extent, that the outstanding principal amount of such other Excess
Secured Debt is increased), in an amount equal to the cash proceeds of such
Excess Secured Debt, net of the reasonable expenses of the Parent Guarantor or
such Subsidiary in connection with such incurrence.

                  (c) The reduction required by subsection (b) of this Section
2.10 shall be effective on the date of receipt by the Parent Guarantor or any of
its Subsidiaries of the amounts described therein; provided that, in the event
such amounts shall aggregate less than $10,000,000, such reduction shall be
effective forthwith upon receipt by the Parent Guarantor or any of its
Subsidiaries of proceeds which, together with all other amounts described in
subsection (b) above not previously applied pursuant to subsection (b) of this
Section 2.10, aggregate $10,000,000 or more. The Borrower shall give the
Administrative Agent at least four Euro-Dollar Business Days' notice of each
reduction in the Commitments pursuant to subsection (b) of this Section 2.10 and
a certificate of a Principal Officer of the Parent Guarantor, setting forth the
information, in form and substance satisfactory to the Administrative Agent,
necessary to determine the amount of each such reduction.

                  (d) Each reduction of the Commitments pursuant to subsection
(b) of this Section 2.10 shall be applied ratably to the respective Commitments
of the Banks. In addition, each reduction of the Commitments pursuant to
subsection (b) of this Section 2.10 shall be permanent.

                  (e) On each date on which a reduction required by subsection
(b) becomes effective, the Borrower shall repay or prepay such principal amount
of the outstanding Credits, if any, as may be necessary so that after such
payment or prepayment, (i) the unpaid principal amount of the Credits does not
exceed the aggregate Commitments after giving effect to such reduction of the
Commitments and (ii) the unpaid principal amount of the Committed Loans of each
Bank does not exceed the amount of the Commitment of such Bank as then reduced.
The particular Borrowings to be repaid shall be as designated by the Borrower in
the related Notice or Notices of Borrowing; provided that if there shall have
been a mandatory reduction of the Commitments pursuant to subsection (b) of


                                       31

<PAGE>



this Section 2.10 at a time such that, and with the result that, this subsection
(e) would otherwise require payment of principal of Fixed Rate Loans or portions
thereof prior to the last day of the related Interest Period, such payment shall
be deferred to such last day unless the Required Banks otherwise elect by notice
to the Borrower through the Administrative Agent (and the facility fee provided
for in Section 2.09(a) shall continue to accrue on the amount of such deferred
payment until such payment is made). Each repayment or prepayment pursuant to
this subsection (e) shall be made together with accrued interest to the date of
payment or prepayment, and shall be applied ratably to payment of the Credits of
the several Banks in the related Borrowing.

                  SECTION 2.11. Mandatory Termination of Commitments. The
Commitments shall terminate on the Termination Date, and any Loans then
outstanding (together with accrued interest thereon) shall be due and payable on
such date.

                  SECTION 2.12. Optional Prepayments. (a) The Borrower may (i)
upon at least one Domestic Business Day's notice to the Administrative Agent,
prepay any Base Rate Borrowing without premium or penalty, (ii) upon three
Domestic Business Days' notice to the Administrative Agent, subject to Section
2.14, prepay any CD Borrowing and (iii) upon at least three Euro-Dollar Business
Days' notice to the Administrative Agent subject to Section 2.14, prepay any
Euro-Dollar Borrowing, in each case in whole at any time or from time to time in
part in an aggregate amount equal to $5,000,000 or any larger multiple of
$5,000,000, by paying the principal amount being prepaid together with interest
accrued thereon to the date of prepayment. Each such prepayment shall be applied
ratably to the Loans of the Banks included in the applicable Borrowing.

                  (b) Subject to Section 2.14, Money Market Loans and Swingline
Advances shall be prepayable as may be mutually agreed by the Borrower and the
Bank making any such Money Market Loan or Swingline Advance.

                  (c) Upon receipt of a notice of prepayment pursuant to this
Section, the Administrative Agent shall promptly notify each affected Bank of
the contents thereof and of such Bank's ratable share of such prepayment and
such notice shall not thereafter be revocable by the Borrower.

                  SECTION 2.13. Payments. (a) All payments of principal of, and
interest on, the Loans and of fees and other amounts payable hereunder shall be
made not later than 12:00 Noon (New York City time) on the date when due, in
Federal or other funds immediately available in New York City to the
Administrative Agent at its office at 52 Broadway, New York,


                                       32

<PAGE>



New York. The Administrative Agent will promptly distribute to each Bank in like
funds its ratable share of each such payment received by the Administrative
Agent for the account of the Banks.

                  (b) Whenever any payment of principal of, or interest on, any
Domestic Loans or any Swingline Advances or of facility fees hereunder shall be
due on a day which is not a Domestic Business Day, the date for payment thereof
shall be extended to the next succeeding Domestic Business Day. Whenever any
payment of principal of, or interest on, any Euro-Dollar Loans shall be due on a
day which is not a Euro-Dollar Business Day, the date for payment thereof shall
be extended to the next succeeding Euro-Dollar Business Day, unless such day
falls in another calendar month, in which case such payment shall be due on the
next preceding Euro-Dollar Business Day. Whenever any payment of principal of,
or interest on, any Money Market Loans shall be due on a day which is not a
Euro-Dollar Business Day, the date for payment thereof shall be extended to the
next succeeding Euro-Dollar Business Day. If the date for any payment of
principal is extended by operation of law or otherwise, interest thereon shall
be payable for such extended time.

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

                  SECTION 2.14. Funding Losses. If the Borrower makes any
payment of principal with respect to any Fixed Rate Loan or Swingline Advance
(pursuant to Article II, VI, VIII or otherwise) on any day other than the last
day of the Interest Period applicable thereto, or the last day of an applicable
period fixed pursuant to Section 2.08(f), or if the Borrower fails to borrow or
prepay any Fixed Rate Loan after notice has been given to any Bank in accordance
with Section 2.05(a) or 2.12(c), the Borrower shall reimburse each Bank on
demand for any resulting loss or expense incurred by such Bank (or by any
existing or prospective participant in the related Credit), including (without
limitation) any loss incurred in obtaining,


                                       33

<PAGE>



liquidating or employing deposits from third parties, but excluding loss of
margin for the period after any such payment or failure to borrow or prepay,
provided that such Bank shall have delivered to the Borrower a certificate as to
the amount of such loss or expense, which certificate shall be conclusive in the
absence of manifest error.

                  SECTION 2.15. Withholding Tax Exemption. At least five
Domestic Business Days prior to the first date on which interest or facility
fees are payable hereunder for the account of any Bank, each Bank that is not
incorporated under the laws of the United States of America or a state thereof
agrees that it will deliver to each of the Borrower and the Administrative Agent
two duly completed copies of United States Internal Revenue Service Form 1001 or
4224, certifying in either case that such Bank is entitled to receive payments
under the Financing Documents without deduction or withholding of any United
States federal income taxes. Each Bank which so delivers a Form 1001 or 4224
further undertakes to deliver to each of the Borrower and the Administrative
Agent two additional copies of such form (or a successor form) on or before the
date that such form expires or becomes obsolete or after the occurrence of any
event requiring a change in the most recent form so delivered by it, and such
amendments thereto or extensions or renewals thereof as may be reasonably
requested by the Borrower or the Administrative Agent, in each case certifying
that such Bank is entitled to receive payments under the Financing Documents
without deduction or withholding of any United States federal income taxes,
unless an event (including without limitation any change in treaty, law or
regulation) has occurred prior to the date on which any such delivery would
otherwise be required which renders all such forms inapplicable or which would
prevent such Bank from duly completing and delivering any such form with respect
to it and such Bank advises the Borrower and the Administrative Agent that it is
not capable of receiving payments without any deduction or withholding of United
States federal income tax.


                                   ARTICLE III

                                   CONDITIONS


                  SECTION 3.01. Effectiveness. This Agreement shall become
effective on the date that each of the following conditions shall have been
satisfied (or waived in accordance with Section 11.04):

                  (a) receipt by the Administrative Agent of counterparts hereof
         signed by each of the parties hereto (or, in the case of any party as
         to which an executed


                                       34

<PAGE>



         counterpart shall not have been received, receipt by the Administrative
         Agent in form satisfactory to it of telegraphic, telex or other written
         confirmation from such party of execution of a counterpart hereof by
         such party);

                  (b) receipt by the Administrative Agent for the account of
         each Bank of a duly executed Note dated on or before the Effective Date
         complying with the provisions of Section 2.07;

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

                  (d) receipt by the Agents of evidence satisfactory to them of
         the payment of all principal and interest on any "Loans" (as therein
         defined) outstanding under, and of all other amounts payable under, the
         Existing Credit Agreement (excluding amounts payable with respect to
         the Money Market Loans and Swingline Advances specified in Section
         3.04(b));

                  (e) receipt by the Agents of a certificate of a Principal
         Officer of each of the Parent Guarantor and the Borrower that, upon the
         Effective Date, no Default shall have occurred and be continuing and
         that each of the representations and warranties made by the Obligors in
         or pursuant to the Financing Documents are true and correct in all
         material respects;

                  (f) receipt by the Agents of an opinion of the General Counsel
         or Associate General Counsel of the Borrower and the Parent Guarantor,
         substantially in the form of Exhibit B hereto and covering such
         additional matters relating to the transactions contemplated hereby as
         the Required Banks may reasonably request;

                  (g) receipt by the Agents of an opinion of Davis Polk &
         Wardwell, special counsel for the Agents, substantially in the form of
         Exhibit C hereto and covering such additional matters relating to the
         transactions contemplated hereby as the Required Banks may reasonably
         request; and

                  (h)  receipt by the Agents of all documents they may
         reasonably request relating to the existence of the


                                       35

<PAGE>



         Borrower and the Parent Guarantor, the corporate authority for and the
         validity and enforceability of the Financing Documents, and any other
         matters relevant hereto, all in form and substance satisfactory to the
         Agents;

provided that this Agreement shall not become effective or be binding on any
party hereto unless all of the foregoing conditions are satisfied not later than
June 28, 1996. The Administrative Agent shall promptly notify the Borrower and
the Banks of the Effective Date, and such notice shall be conclusive and binding
on all parties hereto. The Banks that are parties to the Existing Credit
Agreement, comprising the "Required Banks" as defined therein, and the Borrower
and the Parent Guarantor agree to eliminate the requirement under Section
2.10(a) of the Existing Credit Agreement that notice of optional termination of
the commitments thereunder be given three Domestic Business Days in advance, and
further agree that the commitments under the Existing Credit Agreement shall
terminate in their entirety simultaneously with and subject to the effectiveness
of this Agreement and that the Borrower shall be obligated to pay the accrued
facility fees thereunder to but excluding the date of such effectiveness.

                  SECTION 3.02. Conditions to Borrowing. The obligation of each
Bank to make a Loan on the occasion of each Borrowing is subject to the
satisfaction of such of the following conditions as shall not have been
expressly waived in writing by Banks having 51% or more in aggregate principal
amount of the Loans to be included in such Borrowing:

                  (a) receipt (or deemed receipt) by the Administrative Agent
         of a Notice of Borrowing as required by Section 2.02 or 2.03, as the
         case may be;

                  (b) the fact that, immediately after such Borrowing, the
         aggregate outstanding principal amount of Loans will not exceed an
         amount equal to (A) the aggregate amount of the Commitments at such
         time less (B) the aggregate outstanding principal amount of Swingline
         Advances at such time;

                  (c) the fact that, immediately after such Borrowing: (i) in
         the case of a Refunding Borrowing, no Event of Default and no Default
         under Section 6.01(a) or (b) shall have occurred and be continuing and
         (ii) in the case of any other Borrowing, no Default shall have occurred
         and be continuing;

                  (d) the fact that each of the representations and warranties
         made by the Obligors in or pursuant to the Financing Documents (other
         than, in the case of a


                                       36

<PAGE>



         Refunding Borrowing, the representations and warranties set forth in
         Sections 4.04(c), 4.05, 4.06, 4.07 and 4.08 of this Agreement), shall
         be true and correct in all material respects on and as of the date of
         such Borrowing; and

                  (e) the fact that such Borrowing will not violate any
         provision of law or regulation applicable to any Bank (including,
         without limiting the generality of the foregoing, Regulations U and X
         of the Board of Governors of the Federal Reserve System) as then in
         effect.

                  SECTION 3.03. Representation by Borrower. Each Borrowing under
this Agreement shall be deemed to be a representation and warranty by the
Borrower on the date of such Borrowing as to the facts specified in subsections
(b), (c) and (d) of Section 3.02.

                  SECTION 3.04. Transitional Provisions. (a) Upon the Effective
Date, any outstanding Money Market Loans or Swingline Advances of any bank party
to the Existing Credit Agreement that is not a Bank hereunder (a "Non-Continuing
Bank") shall become due, and the Borrower shall on the Effective Date repay any
such outstanding Money Market Loans or Swingline Advances made by such
Non-Continuing Banks. If any repayment of Money Market Loans or Swingline
Advances under the Existing Credit Agreement is made pursuant to this subsection
(a), the Borrower agrees that it will reimburse each Non-Continuing Bank for any
funding losses incurred in connection therewith pursuant to Section 2.13 of the
Existing Credit Agreement.

                  (b) Each Money Market Loan or Swingline Advance outstanding
under the Existing Credit Agreement and made on or prior to the Effective Date
by any bank that is both a party to the Existing Credit Agreement and a Bank
hereunder shall (i) mature on the last day of the then current Interest Period
applicable thereto under the Existing Credit Agreement, (ii) bear interest at
the interest rate applicable thereto under the Existing Credit Agreement, (iii)
be deemed made pursuant to this Agreement and (iv) be deemed no longer
outstanding under the Existing Credit Agreement.





                                       37

<PAGE>



                                   ARTICLE IV

                         REPRESENTATIONS AND WARRANTIES


                  The Parent Guarantor and the Borrower jointly and severally
represent and warrant to each Agent and each Bank that:

                  SECTION 4.01. Corporate Existence and Power. Each of the
Parent Guarantor, the Borrower and each Subsidiary of either is a corporation
duly incorporated, validly existing and in good standing under the laws of its
jurisdiction of incorporation and has all corporate powers and all material
governmental licenses, authorizations, consents and approvals required to carry
on its business as now conducted (except, in the case of such Subsidiaries, to
the extent that failure to comply with the foregoing statements could not, in
the aggregate, affect the business, financial position, results of operations or
prospects of the Parent Guarantor and its Consolidated Subsidiaries in a manner
material and adverse to the creditworthiness of the Borrower and the other
Obligors, considered as a whole), and each of the Parent Guarantor, the Borrower
and each Subsidiary of either is duly qualified as a foreign corporation,
licensed and in good standing in each jurisdiction where qualification or
licensing is required by the nature of its business or the character and
location of its property, business or customers and in which the failure so to
qualify or be licensed, as the case may be, in the aggregate, could affect the
business, financial position, results of operations or prospects of the Parent
Guarantor and its Consolidated Subsidiaries in a manner material and adverse to
the creditworthiness of the Borrower and the other Obligors, considered as a
whole.

                  SECTION 4.02. Corporate and Governmental Authorization; No
Contravention. The execution and delivery by each Obligor of each of the
Financing Documents to which it is a party and the performance by such Obligor
of its obligations thereunder are within the corporate power of such Obligor,
have been duly authorized by all necessary corporate action, require no action
by or in respect of, or filing with, any governmental body, agency or official
and do not contravene, or constitute a default under, any provision of
applicable law or regulation or of the charter or by-laws of such Obligor or of
any agreement or instrument relating to Debt of the Parent Guarantor or any
Subsidiary or any other agreement, judgment, injunction, order, decree or other
instrument binding upon such Obligor material to the business of the Parent
Guarantor and its Consolidated Subsidiaries, considered as a whole, or result in
the creation or imposition of any Lien on any asset of the Parent Guarantor or
any Subsidiary.


                                       38

<PAGE>




                  SECTION 4.03. Binding Effect. This Agreement constitutes a
valid and binding agreement of each of the Parent Guarantor and the Borrower and
the other Financing Documents, when executed and delivered in accordance with
this Agreement, will constitute valid and binding obligations of each Obligor
that is a party thereto, in each case enforceable in accordance with its terms.

                  SECTION 4.04. Financial Information. (a) The consolidated
balance sheet of the Parent Guarantor and its Consolidated Subsidiaries as of
September 29, 1995 and the related consolidated statements of income and cash
flows for the fiscal year then ended, reported on by Arthur Andersen LLP, a copy
of which has been delivered to each of the Banks, fairly present, in conformity
with generally accepted accounting principles, the consolidated financial
position of the Parent Guarantor and its Consolidated Subsidiaries as of such
date and their consolidated results of operations and cash flows for such fiscal
year.

                  (b) The unaudited consolidated balance sheet of the Parent
Guarantor and its Consolidated Subsidiaries as of March 29, 1996 and the related
unaudited consolidated statements of income and cash flows for the six months
then ended, set forth in the Parent Guarantor's quarterly report for the fiscal
quarter ended March 29, 1996 as filed with the Securities and Exchange
Commission on Form 10-Q, a copy of which has been delivered to each of the
Banks, fairly present, in conformity with generally accepted accounting
principles applied on a basis consistent with the financial statements referred
to in subsection (a) of this Section, the consolidated financial position of the
Parent Guarantor and its Consolidated Subsidiaries as of such date and their
consolidated results of operations and cash flows for such six-month period
(subject to normal year-end adjustments).

                  (c) Since March 29, 1996, there has been no change in the
business, financial position or results of operations of the Parent Guarantor
and its Consolidated Subsidiaries which materially and adversely affects the
credit-worthiness of the Borrower and the other Obligors, considered as a whole.

                  SECTION 4.05. Litigation. There is no action, suit or
proceeding pending against, or to the knowledge of a Principal Officer
threatened against, the Parent Guarantor, the Borrower or any Subsidiary of
either before any court or arbitrator or any governmental body, agency or
official in which there is a reasonable likelihood of an adverse decision which
would affect the business, financial position or results of operations of the
Parent Guarantor and its Consolidated Subsidiaries in a manner material and
adverse to the credit-worthiness of the Borrower and the other Obligors,
considered


                                       39

<PAGE>



as a whole, or which in any manner questions the validity or enforceability of
any Financing Document.

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

                  SECTION 4.07. Environmental Matters. The Parent Guarantor has
reasonably concluded that the liabilities and costs associated with the effect
of Environmental Laws on the business, operations and properties of the Parent
Guarantor and its Subsidiaries, including the costs of compliance with
Environmental Laws, are unlikely to affect the business, financial condition,
results of operations or prospects of the Parent Guarantor and its Consolidated
Subsidiaries in a manner material and adverse to the creditworthiness of the
Borrower and the other Obligors, considered as a whole.

                  SECTION 4.08. Taxes. United States Federal income tax returns
of the Borrower and its Subsidiaries have been examined and closed through the
fiscal year ended on September 29, 1989. The Parent Guarantor, the Borrower and
each Subsidiary of either have filed all United States Federal income tax
returns and all other material tax returns that are required to be filed by them
and have paid all taxes due pursuant to such returns or pursuant to any
assessment received by any of them, except for any such taxes being diligently
contested in good faith and by appropriate proceedings. Adequate reserves have
been provided on the books of the Parent Guarantor and its Subsidiaries in
respect of all taxes or other governmental charges in accordance with generally
accepted accounting principles, and no tax liabilities in excess of the amount
so provided are, in the good faith determination of the Parent Guarantor,
anticipated that could affect the business, financial position, results of
operations or prospects of the Parent Guarantor and its Consolidated
Subsidiaries in a manner material and adverse to the creditworthiness of the
Borrower and the other Obligors, considered as a whole.


                                       40

<PAGE>




                  SECTION 4.09. Compliance with Laws. The Parent Guarantor, the
Borrower and each Subsidiary of either are, in the good faith determination of
the Parent Guarantor, in compliance with all applicable laws, rules and
regulations (including, without limitation, Environmental Laws and ERISA and the
rules and regulations thereunder), other than such laws, rules or regulations
(i) the validity or applicability of which the Parent Guarantor, the Borrower or
such Subsidiary is contesting in good faith or (ii) the failure to comply with
which cannot reasonably be expected to affect the business, financial position,
results of operations or prospects of the Parent Guarantor and its Consolidated
Subsidiaries in a manner material and adverse to the creditworthiness of the
Borrower and the other Obligors, considered as a whole.

                  SECTION 4.10. Not an Investment Company. None of the Obligors
is an "investment company" within the meaning of the Investment Company Act of
1940, as amended.

                  SECTION 4.11. Full Disclosure. All information heretofore
furnished by the Parent Guarantor or the Borrower to the Agents or any Bank for
purposes of this Agreement or any transaction contemplated hereby was, in the
good faith opinion of the Parent Guarantor at the time such information was
furnished, true and accurate in all material respects on the date as of which
such information was furnished, and such information as may have been modified
or superseded by any subsequently furnished information is true and accurate in
all material respects.


                                    ARTICLE V

                                    COVENANTS


                  The Parent Guarantor and the Borrower jointly and severally
agree that, so long as any Bank has any Commitment hereunder or any amount
payable under any Note remains unpaid:

                  SECTION 5.01.  Information.  The Parent Guarantor
will deliver to each of the Banks:

                  (a) within 90 days after the end of each fiscal year of the
         Parent Guarantor, consolidated balance sheets of the Borrower and its
         Consolidated Subsidiaries and of the Parent Guarantor and its
         Consolidated Subsidiaries as of the end of such fiscal year, and the
         related consolidated statements of income and cash flows for such
         fiscal year, setting forth in each case in comparative form the figures
         for the previous fiscal year, all in reasonable detail and, in the case
         of such balance sheet


                                       41

<PAGE>



         and related consolidated statements of income and cash flows of the
         Parent Guarantor and its Consolidated Subsidiaries, accompanied by an
         opinion thereon by Arthur Andersen LLP or other independent public
         accountants of nationally recognized standing, which opinion (x) shall
         state that such financial statements present fairly the consolidated
         financial position of the companies being reported upon as of the date
         of such financial statements and the consolidated results of their
         operations and cash flows for the period covered by such financial
         statements in conformity with generally accepted accounting principles
         and that the audit of such accountants in connection with such
         financial statements has been conducted in accordance with generally
         accepted auditing standards and (y) shall not contain any
         Qualification;

                  (b) within 60 days after the end of each of the first three
         quarters of each fiscal year of the Parent Guarantor, consolidated
         balance sheets of the Borrower and its Consolidated Subsidiaries and of
         the Parent Guarantor and its Consolidated Subsidiaries, and the related
         consolidated statements of income for such quarter and for the portion
         of the fiscal year ended at the end of such quarter and cash flows for
         the portion of the fiscal year ended at the end of such quarter,
         setting forth in each case in comparative form the figures for the
         corresponding quarter and the corresponding portion of the previous
         fiscal year, if any, all prepared in accordance with Rule 10-01 of
         Regulation S-X of the General Rules and Regulations under the
         Securities Act of 1933, or any successor rule that sets forth the
         manner in which interim financial statements shall be prepared, and
         certified (subject to normal year-end audit adjustments) as to fairness
         of presentation and consistency by the chief financial officer or the
         chief accounting officer of the Borrower and the Parent Guarantor,
         respectively;

                  (c) simultaneously with the delivery of each set of financial
         statements referred to in paragraphs (a) and (b) of this Section 5.01,
         a certificate of the chief financial officer, Treasurer or chief
         accounting officer of the Parent Guarantor (i) setting forth in
         reasonable detail such calculations as are required to establish
         whether the Parent Guarantor was in compliance with the requirements of
         Sections 5.07 through 5.14, inclusive, on the date of such financial
         statements, (ii) stating whether there exists on the date of such
         certificate any Default and, if any Default then exists, setting forth
         the details thereof and the action that the Parent Guarantor is taking
         or proposes to take with respect thereto and (iii) stating whether,
         since the date of the most recent financial statements previously
         delivered


                                       42

<PAGE>



         pursuant to paragraph (a) or (b) of this Section 5.01, there has been a
         change in the generally accepted accounting principles applied in
         preparing the financial statements then being delivered from those
         applied in preparing the most recent financial statements and, in the
         case of the Parent Guarantor, audited financial statements so delivered
         which is material to the financial statements then being delivered;

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

                  (e) promptly upon the receipt of a request therefor from the
         Administrative Agent at the request of any Bank, copies of all
         financial statements, reports and proxy statements that the Parent
         Guarantor shall have mailed to its shareholders;

                  (f) promptly upon the filing thereof, copies of all
         registration statements (other than the exhibits thereto and any
         registration statements on Form S-8 or its equivalent) and annual,
         quarterly or monthly reports that the Parent Guarantor or any of its
         Consolidated Subsidiaries shall have filed with the Securities and
         Exchange Commission;

                  (g) excluding any event which has not resulted and will not
         result in a potential liability of a member of the ERISA Group under
         Title IV of ERISA in an amount in excess of $10,000,000, if and when
         any member of the ERISA Group (i) gives or is required to give notice
         to the PBGC of any "reportable event" (as defined in Section 4043 of
         ERISA) with respect to any Plan which could reasonably lead to a
         termination of such Plan under Title IV of ERISA, or knows that the
         plan administrator of any Plan has given or is required to give notice
         of any such reportable event, a copy of the notice of such reportable
         event given or required to be given to the PBGC; (ii) receives notice
         of complete or partial withdrawal liability under Title IV of ERISA in
         an amount greater than $10,000,000 or notice that any Multiemployer
         Plan is in reorganization, is insolvent or has been terminated, a copy
         of such notice; (iii) receives notice from the PBGC under Title IV of
         ERISA of an intent to terminate, impose liability (other than for
         premiums under Section 4007 of ERISA) in respect of, or appoint a
         trustee to administer, any Plan, a copy of such notice; (iv) applies
         for a


                                       43

<PAGE>



         waiver of the minimum funding standard under Section 412 of the Code, a
         copy of such application; (v) gives notice of intent to terminate any
         Plan under Section 4041(c) of ERISA, a copy of such notice and other
         information filed with the PBGC; (vi) gives notice of withdrawal from
         any Plan pursuant to Section 4063 of ERISA, a copy of such notice; or
         (vii) fails to make any required payment or contribution to any Plan or
         Multiemployer Plan or in respect of any Benefit Arrangement or makes
         any amendment to any Plan or Benefit Arrangement which has resulted or
         could result in the imposition of a Lien or the posting of a bond or
         other security, a certificate of the chief financial officer or the
         chief accounting officer of the Borrower setting forth details as to
         such occurrence and action, if any, which the Borrower or applicable
         member of the ERISA Group is required or proposes to take; and

                  (h) from time to time such additional information regarding
         the financial position, results of operations, business or prospects of
         the Parent Guarantor or any of its Subsidiaries as the Administrative
         Agent, at the request of any Bank, may reasonably request.

                  SECTION 5.02. Payment of Obligations. The Parent Guarantor
will, and will cause each of its Subsidiaries to, pay and discharge, as the same
shall become due and payable, (i) all material claims or demands of materialmen,
mechanics, carriers, warehousemen, landlords and other like Persons which, in
any such case, if unpaid, might by law give rise to a Lien upon any of its
property or assets, and (ii) all material taxes, assessments and governmental
charges or levies upon it or its property or assets, except where any of the
items in clause (i) or (ii) above may be contested in good faith by appropriate
proceedings, and the Parent Guarantor or such Subsidiary, as the case may be,
shall have set aside on its books, in accordance with generally accepted
accounting principles, appropriate reserves for the accrual of any such items.

                  SECTION 5.03. Maintenance of Property; Insurance. The Parent
Guarantor will keep, and will cause each of its Subsidiaries to keep, all
material property useful and necessary in its business in good working order and
condition in accordance with generally accepted industry standards applicable to
the line of business in which such property is used; will maintain and will
cause each of its Subsidiaries to maintain (either in the name of the Parent
Guarantor or in such Subsidiary's own name) with insurance companies which the
Parent Guarantor reasonably believes, at the time the relevant coverage is
placed or renewed, are financially sound and responsible, insurance on all their
respective properties in at least such amounts and against at least such risks
(and


                                       44

<PAGE>



with such risk retentions) as are usually insured against in the same general
area by companies of established repute engaged in the same or a similar
business; and will furnish to the Banks, upon written request from the
Administrative Agent, information presented in reasonable detail as to the
insurance so carried. Notwithstanding the foregoing, the Parent Guarantor may,
in lieu of maintaining the insurance required by the preceding sentence,
self-insure, or cause any of its Subsidiaries to self-insure, with respect to
the properties and risks referred to in the preceding sentence to the extent
that such self-insurance is customary among companies of established repute
engaged in the line of business in which such properties are used or to which
such risks pertain.

                  SECTION 5.04. Conduct of Business and Maintenance of
Existence. Subject to Section 5.08, the Parent Guarantor will continue, and will
cause each of its Subsidiaries to continue, to engage in business of the same
general type as now conducted by the Parent Guarantor and its Subsidiaries, and
will preserve, renew and keep in full force and effect, and will cause each of
its Subsidiaries to preserve, renew and keep in full force and effect, their
respective corporate existences and their respective rights, privileges and
franchises necessary or desirable in the normal conduct of business; provided
that, subject to Section 5.08, nothing in this Section 5.04 shall prohibit the
termination of the corporate existence of any Subsidiary (other than the
Borrower) if the Parent Guarantor in good faith determines that such termination
is in the best interest of the Parent Guarantor and is not adverse to the
interests of the Banks; provided further that nothing in this Section 5.04 shall
prohibit the termination of the corporate existence of the Borrower or the
Parent Guarantor, if such termination is the result of the merger of the
Borrower with the Parent Guarantor pursuant to Section 5.08 hereof.

                  SECTION 5.05. Inspection of Property, Books and Records. The
Parent Guarantor will keep, and will cause each of its Subsidiaries to keep,
proper books of record and account in which full, true and correct entries in
conformity with generally accepted accounting principles shall be made of all
dealings and transactions in relation to its business and activities. The Parent
Guarantor, upon reasonable request by any Bank to the Treasurer of the Parent
Guarantor, will permit, and will cause each of its Subsidiaries to permit,
representatives of any Bank to visit and inspect any of their respective
properties, to examine and make abstracts from any of their respective books and
records and to discuss their respective affairs, finances and accounts with
their respective officers, employees and independent public accountants, all at
such reasonable times and as often as may reasonably be desired.


                                       45

<PAGE>




                  SECTION 5.06. Maintenance of Stock of Borrower. The Parent
Guarantor will at all times maintain ownership of 100% of the outstanding shares
of each class of capital stock of the Borrower, unless the Borrower and the
Parent Guarantor shall have merged in accordance with Section 5.08.

                  SECTION 5.07. Negative Pledge. The Parent Guarantor will not,
and will not permit any of its Subsidiaries to, create, assume or suffer to
exist any Lien on any asset now owned or hereafter acquired by the Parent
Guarantor or any such Subsidiary, except:

                  (a) Liens existing on the date of this Agreement securing Debt
         outstanding on the date of this Agreement in an aggregate principal
         amount not exceeding $10,000,000;

                  (b) any Lien existing on any asset prior to the acquisition
         thereof by the Parent Guarantor or such Subsidiary and not created in
         contemplation of such acquisition;

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

                  (d) any Lien arising out of the refinancing, extension,
         renewal or refunding of any Debt secured by any Lien permitted by any
         of the foregoing subsections of this Section 5.07, provided that the
         outstanding principal amount of such Debt is not increased and is not
         secured by any additional assets;

                  (e) any Liens arising in the ordinary course of business of
         the Parent Guarantor or any of its Subsidiaries which (i) do not secure
         Debt or Derivatives Obligations and (ii) do not in the aggregate
         materially detract from the value of the assets of the Parent Guarantor
         and its Consolidated Subsidiaries, considered as a whole, or impair the
         use thereof in the operation of the business of the Parent Guarantor
         and its Consolidated Subsidiaries, considered as a whole; provided that
         any Lien on any asset of the Parent Guarantor or any of its
         Subsidiaries arising in connection with a judgment in excess of
         $25,000,000 (reduced, for purposes of this proviso, by any amount in
         respect thereof that is acknowledged by a reputable insurer as being
         payable under any valid and enforceable insurance policy issued by such
         insurer), whether or not such judgment is being contested or execution
         thereof has been stayed, shall be deemed not arising in the ordinary
         course of business of the Parent Guarantor or such Subsidiary;


                                       46

<PAGE>




                  (f) Liens on cash and cash equivalents securing Derivatives
         Obligations, provided that the aggregate amount of cash and cash
         equivalents subject to such Liens may at no time exceed $25,000,000;

                  (g) any Lien not otherwise permitted by the foregoing
         provisions of this Section 5.07 securing Debt (or Derivative
         Obligations, as measured by the amount of the pledged collateral in
         excess of that permitted under (f)) in an aggregate principal amount
         not to exceed an amount equal to 10% of Consolidated Tangible Assets
         (excluding any such Lien securing any individual obligation in an
         amount not in excess of $5,000,000); and

                  (h) subject to Section 2.10(b), any Lien on any asset or
         assets of the Parent Guarantor or any of its Subsidiaries securing
         Excess Secured Debt.

                  SECTION 5.08. Consolidations, Mergers and Sales of Assets. (a)
Neither the Parent Guarantor nor the Borrower shall consolidate or merge with or
into any Person, except that (i) the Parent Guarantor and the Borrower may merge
with any Person (other than each other) if the Parent Guarantor or the Borrower
is the surviving corporation and if, immediately after such merger (and giving
effect thereto), no Default shall have occurred and be continuing, and (ii) the
Parent Guarantor and the Borrower may merge with each other, if (x) immediately
after such merger (and giving effect thereto), no Default shall have occurred
and be continuing and (y) the surviving corporation, whether it be the Parent
Guarantor or the Borrower, shall have signed an instrument of assumption in form
and substance satisfactory to the Required Banks immediately prior to such
merger.

                  (b) The Parent Guarantor will not, and will not permit any of
its Subsidiaries to, sell, lease or otherwise transfer or dispose of to any
Person all or any substantial part of the assets of the Parent Guarantor and its
Subsidiaries, taken as a whole.

                  SECTION 5.09. Fixed Charge Coverage. As of the last day of
each fiscal quarter of the Parent Guarantor, the ratio of Consolidated Cash Flow
Available for Fixed Charges to Consolidated Fixed Charges, in each case for the
four fiscal quarters ending on such day, shall not be less than 2.0 to 1.0.

                  SECTION 5.10. Debt Coverage. As of the last day of each fiscal
quarter of the Parent Guarantor, the Leverage Ratio at such day shall not be
less than 0.3 to 1.0.



                                       47

<PAGE>



                  SECTION 5.11. Minimum Consolidated Net Worth. Consolidated Net
Worth shall (i) at no date before September 27, 1996 be less than $165,000,000
and (ii) at no date on or after September 27, 1996 be less than $200,000,000
plus an amount equal to 50% of Consolidated Net Income for each fiscal year of
the Parent Guarantor ending after September 27, 1996 but prior to the date of
determination for which Consolidated Net Income is positive (but with no
deduction on account of negative Consolidated Net Income for any fiscal year of
the Parent Guarantor).

                  SECTION 5.12. Transactions with Affiliates. The Parent
Guarantor will not, and will not permit any of its Subsidiaries to, directly or
indirectly, engage in any material transaction with an Affiliate unless the
terms of such transaction are determined on an arm's-length basis and are
substantially as favorable to the Parent Guarantor or such Subsidiary as the
terms which could have been obtained from a Person which was not an Affiliate.

                  SECTION 5.13. Use of Proceeds. The proceeds of Credits
hereunder will be used for general corporate purposes. None of such proceeds
will be used in violation of any applicable law or regulation, including without
limitation Regulation G, T, U or X of the Board of Governors of the Federal
Reserve System, as each is in effect from time to time. After giving effect to
the making of each Loan and application of the proceeds thereof, Margin Stock
that was Margin Stock at the time it was acquired by the Parent Guarantor or any
Subsidiary will not exceed 10% of the value of the total assets (as determined
in good faith by the board of directors of the Parent Guarantor) of the Parent
Guarantor and its Consolidated Subsidiaries, taken as a whole.

                  SECTION 5.14. Restricted Payments. The Parent Guarantor will
not repurchase shares of its capital stock pursuant to Section 5 of the
Stockholders' Agreement (Put of Shares upon Death, Complete Disability or Normal
Retirement) unless the aggregate cash amount paid with respect to such
repurchase of shares, together with the aggregate cash amount paid in respect of
all prior repurchases of shares pursuant to Section 5 of the Stockholders'
Agreement made after May 29, 1996, shall not exceed an amount equal to 5% of
Consolidated Net Worth, as reflected in the most recent balance sheet of the
Parent Guarantor and its Consolidated Subsidiaries referred to in Section
4.04(a) or delivered prior to such repurchase pursuant to Section 5.01.




                                       48

<PAGE>



                                   ARTICLE VI

                                    DEFAULTS


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

                  (a) the Borrower shall fail to pay when due any principal of
         any Note; or

                  (b) the Borrower shall fail to pay any interest on any Note or
         any fees or any other amount payable hereunder for a period of three
         Domestic Business Days after the same shall become due; or

                  (c) any Obligor shall fail to observe or perform any covenant
         contained in Sections 5.06 to 5.14, inclu- sive; or

                  (d) any Obligor shall fail to observe or perform any of its
         covenants or agreements contained in the Financing Documents (other
         than those covered by paragraph (a), (b) or (c) above) for 30 days
         after notice thereof has been given to the Parent Guarantor or the
         Borrower by the Administrative Agent at the request of any Bank; or

                  (e) any representation, warranty, certification or statement
         made or deemed made by any Obligor in any Financing Document or in any
         certificate, financial statement or other document delivered pursuant
         thereto shall prove to have been incorrect in any material respect when
         made or deemed made; or

                  (f) the Parent Guarantor or any of its Subsidiaries shall fail
         to make any payment in respect of any Material Financial Obligations
         when due or within any applicable grace period; or

                  (g) any event or condition shall occur that results in the
         acceleration of the maturity of Debt of the Parent Guarantor or any of
         its Subsidiaries aggregating in excess of $25,000,000, or enables (or,
         with the giving of notice or lapse of time or both, would enable) the
         holder or holders of such Debt or any Person acting on behalf of such
         holder or holders to accelerate the maturity thereof (it being
         understood that the prepayment by the Borrower of (x) its Senior Note
         (the "Senior Note") payable to Metropolitan Life Insurance Company (the
         "Holder") or (y) any successor note (a "Successor Note") issued by the


                                       49

<PAGE>



         Borrower to the Holder in connection with the refinancing of the Debt
         evidenced by the Senior Note (provided that the principal amount of any
         Successor Note is not more than $150,000,000 and that such Successor
         Note is substantially in the form of the Senior Note in all material
         respects other than principal amount, amortization, maturity and
         interest rate), by reason of the refusal by the Holder to consent to a
         proposed written waiver or amendment of this Agreement insofar as the
         provisions hereof are incorporated by reference in the Senior Note or
         the Successor Note, as the case may be, shall not constitute an event
         or condition subject to this paragraph (g)); or

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

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

                  (j) any member of the ERISA Group shall fail to pay when due
         an amount or amounts aggregating in excess of $25,000,000 which it
         shall have become liable to pay under Title IV of ERISA (other than any
         such liability which is being contested in good faith by appropriate
         proceedings and is not secured by any Lien); or notice of intent to
         terminate a Plan or Plans having aggregate Unfunded Liabilities in
         excess of $25,000,000 (a


                                       50

<PAGE>



         "Material Plan") shall be filed under Title IV of ERISA by any member
         of the ERISA Group, any plan administrator or any combination of the
         foregoing; or the PBGC shall institute proceedings under Title IV of
         ERISA to terminate, to impose liability (other than for premiums under
         Section 4007 of ERISA) in respect of, or to cause a trustee to be
         appointed to administer, any Material Plan; or a condition shall exist
         by reason of which the PBGC would be entitled to obtain a decree
         adjudicating that any Material Plan must be terminated; or there shall
         occur a complete or partial withdrawal from, or a default, within the
         meaning of Section 4219(c)(5) of ERISA, with respect to, one or more
         Multiemployer Plans which could cause one or more members of the ERISA
         Group to incur a current annual payment obligation in excess of
         $25,000,000 or an aggregate payment obligation in excess of
         $25,000,000; or

                  (k) a judgment or order for the payment of money in excess of
         $15,000,000 (reduced, for purposes of this paragraph (k), by any amount
         in respect thereof that is acknowledged by a reputable insurer as being
         payable under any valid and enforceable insurance policy issued by such
         insurer) shall be rendered against the Parent Guarantor or any of its
         Subsidiaries and such judgment or order shall continue unsatisfied and
         unstayed for a period of 30 days; or

                  (l) any Wholly Owned Domestic Material Subsidiary shall not
         have entered into the Subsidiary Guaranty Agreement within 30 days
         after the later of the date hereof or the date on which such Wholly
         Owned Domestic Material Subsidiary shall have become a Wholly Owned
         Domestic Material Subsidiary; provided that the foregoing provision of
         this paragraph (l) shall not apply to any Wholly Owned Domestic
         Material Subsidiary if such Wholly Owned Domestic Material Subsidiary
         is a Subsidiary of an Obligor (other than the Parent Guarantor or the
         Borrower); or

                  (m) more than 30 percent (40 percent, in the case of voting
         securities held by a Plan) in voting power of the voting securities of
         the Parent Guarantor shall be held (i) by any Person or (ii) by any two
         or more Persons (other than parties to the Stockholders' Agreement) who
         "act as a partnership, limited partnership, syndicate or other group
         for the purpose of acquiring, holding, or disposing of securities" of
         the Parent Guarantor, as the case may be, within the meaning of Section
         13(d)(3) of the Securities Exchange Act of 1934;



                                       51

<PAGE>



then, and in every such event, the Administrative Agent shall (i) if requested
by Banks having more than 50 percent in aggregate amount of the Commitments, by
notice to the Borrower terminate the Commitments, and the Commitments shall
thereupon terminate, and (ii) if requested by the Banks holding Notes evidencing
more than 50 percent in aggregate principal amount of the Loans, by notice to
the Borrower declare the Notes (together with accrued interest thereon) and all
other amounts payable by the Borrower hereunder to be, and such Notes (together
with accrued interest thereon) and amounts shall thereupon become, immediately
due and payable without presentment, demand, protest or other notice of any
kind, all of which are hereby waived by the Borrower, provided that in the case
of any of the Events of Default specified in paragraph (h) or (i) of this
Section 6.01 with respect to the Parent Guarantor or the Borrower, without any
notice to any Obligor or any other act by any Agent or any Bank, the Commitments
shall thereupon terminate and the Notes (together with accrued interest thereon)
and all other amounts payable by the Borrower hereunder shall become immediately
due and payable without presentment, demand, protest or other notice of any
kind, all of which are hereby waived by the Borrower.

                  SECTION 6.02. Notice of Default. The Administrative Agent
shall give notice to the Parent Guarantor and the Borrower under Section 6.01(d)
promptly upon being requested to do so by any Bank and shall thereupon notify
all the Banks thereof.


                                   ARTICLE VII

                                   THE AGENTS


                  SECTION 7.01. Appointment and Authorization. Each Bank
irrevocably appoints and authorizes each Agent to take such action as agent on
such Bank's behalf and to exercise such powers under the Financing Documents as
are delegated to such Agent by the terms thereof, together with all such powers
as are reasonably incidental thereto.

                  SECTION 7.02. Agents and Affiliates. Each of Chemical Bank and
Morgan Guaranty Trust Company of New York shall have the same rights and powers
under this Agreement as any other Bank and may exercise or refrain from
exercising the same as though it were not an Agent, and each of Chemical Bank
and Morgan Guaranty Trust Company of New York and its affiliates may accept
deposits from, lend money to, and generally engage in any kind of business with
the Parent Guarantor or any Subsidiary or Affiliate of the Parent Guarantor as
if it were not an Agent.


                                       52

<PAGE>




                  SECTION 7.03. Action by Agents. The obligations of each Agent
under the Financing Documents are only those expressly set forth therein with
respect to it. Without limiting the generality of the foregoing, neither Agent
shall be required to take any action with respect to any Default, except as
expressly provided in Article VI.

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

                  SECTION 7.05. Liability of Agents. Neither any Agent nor any
of its affiliates nor any of their respective directors, officers, agents or
employees shall be liable for any action taken or not taken by such Agent or
affiliate or any such director, officer, agent or employee in connection
herewith (i) with the consent or at the request of the Required Banks or (ii) in
the absence of the gross negligence or willful misconduct of such Agent,
affiliate, director, officer, agent or employee. Neither any Agent nor any of
its directors, officers, agents or employees shall be responsible for or have
any duty to ascertain, inquire into or verify (i) any statement, warranty or
representation made in connection with any Financing Document or any borrowing
hereunder; (ii) the performance or observance of any of the covenants or
agreements of any Obligor under any Financing Document; (iii) the satisfaction
of any condition specified in Article III except, in the case of the
Administrative Agent, receipt of items required to be delivered to the
Administrative Agent; or (iv) the validity, effectiveness or genuineness of any
Financing Document or any other instrument or writing furnished in connection
therewith. Neither Agent shall incur any liability by acting in reliance upon
any notice, consent, certificate, statement, or other writing (which may be a
bank wire, telex, facsimile or similar writing) believed by it to be genuine or
to be signed by the proper party or parties.

                  SECTION 7.06. Indemnification. The Banks shall, ratably in
accordance with their respective Commitments, indemnify each Agent (to the
extent not reimbursed by any Obligor) against any cost, expense (including
counsel fees and disbursements), claim, demand, action, loss or liability
(except such as result from such Agent's gross negligence or willful misconduct)
that such Agent may suffer or incur in connection with the Financing Documents
or any action taken or omitted by such Agent thereunder.



                                       53

<PAGE>



                  SECTION 7.07. Credit Decision. Each Bank acknowledges that it
has, independently and without reliance upon either Agent or any other Bank, and
based on such documents and information as it has deemed appropriate, made its
own credit analysis and decision to enter into this Agreement and any other
Financing Document to which it is a party. Each Bank also acknowledges that it
will, independently and without reliance upon either Agent or any other Bank,
and based on such documents and information as it shall deem appropriate at the
time, continue to make its own credit decisions in taking or not taking any
action under the Financing Documents.

                  SECTION 7.08. Agency Fees. The Borrower shall pay fees to the
Agents in the amounts and on the dates agreed to prior to the date hereof by the
Borrower and the Agents.

                  SECTION 7.09. Successor Agents. Either Agent may resign at any
time by giving notice thereof to the Banks and the Obligors. Upon any such
resignation, the Required Banks shall have the right to appoint a successor
Agent. If no successor Agent shall have been so appointed by the Required Banks,
and shall have accepted such appointment, within 30 days after the retiring
Agent gives notice of resignation, then the retiring Agent may, on behalf of the
Banks, appoint a successor Agent, which shall be a commercial bank organized or
licensed under the laws of the United States of America or of any State thereof
and having a combined capital and surplus of at least $500,000,000. Upon the
acceptance of its appointment as Agent hereunder by a successor Agent, such
successor Agent shall thereupon succeed to and become vested with all the rights
and duties of the retiring Agent, and the retiring Agent shall be discharged
from its duties and obligations hereunder. After any retiring Agent's
resignation hereunder as Agent, the provisions of this Article shall inure to
its benefit as to any actions taken or omitted to be taken by it while it was
Agent.


                                  ARTICLE VIII

                            CHANGES IN CIRCUMSTANCES
                           AFFECTING FIXED RATE LOANS


                  SECTION 8.01.  Basis for Determining Interest Rate
Inadequate or Unfair.  If on or prior to the first day of any
Interest Period for any Fixed Rate Borrowing:

                  (a) the Administrative Agent is advised by the Reference Banks
         that deposits in dollars (in the appli-


                                       54

<PAGE>



         cable amounts) are not being offered to the Reference Banks in the
         relevant market for such Interest Period, or

                  (b) in the case of a Committed Borrowing, Banks having at
         least a majority of the aggregate amount of the related Commitments
         advise the Administrative Agent that the Adjusted CD Rate or the
         Adjusted Euro-Dollar Rate, as the case may be, as determined by the
         Administrative Agent will not adequately and fairly reflect the cost to
         such Banks of maintaining or funding their respective CD Loans or
         Euro-Dollar Loans, as the case may be, for such Interest Period,

the Administrative Agent shall forthwith give notice thereof to the Borrower
(specifying in reasonable detail, in the case of an event referred to in clause
(b) above, the information relating thereto received by the Administrative Agent
from the Banks) and the Banks, whereupon until the Administrative Agent notifies
the Borrower that the circumstances giving rise to such suspension no longer
exist (which it shall promptly do when it determines that such circumstances
have ceased to exist or, in the case of clause (b) of this Section 8.01, when
the Administrative Agent is so notified by Banks having at least a majority of
the related Commitments, as specified above), the obligations of the Banks to
make CD Loans or Euro-Dollar Loans, as the case may be, shall be suspended.
Unless the Borrower notifies the Administrative Agent at least two Domestic
Business Days before the date of any Fixed Rate Borrowing for which a Notice of
Borrowing has previously been given that it elects not to borrow on such date,
if such Fixed Rate Borrowing is a Committed Borrowing, such Borrowing shall
instead be made as a Base Rate Borrowing.

                  SECTION 8.02. Illegality. If, on or after the date hereof, the
adoption of any applicable law, rule or regulation, or any change in any
applicable law, rule or regulation, or any change in the interpretation or
administration thereof by any governmental authority, central bank or comparable
agency charged with the interpretation or administration thereof, or compliance
by any Bank (or its Euro-Dollar Lending Office) with any request or directive
(whether or not having the force of law) of any such authority, central bank or
comparable agency shall make it unlawful or impossible for any Bank (or its
Euro-Dollar Lending Office) to make, maintain or fund any of its Euro-Dollar
Loans and such Bank shall so notify the Administrative Agent, the Administrative
Agent shall forthwith give notice thereof to the other Banks and the Borrower,
whereupon until such Bank notifies the Borrower and the Administrative Agent
that the circumstances giving rise to such suspension no longer exist, the
obligation of such Bank to make Euro-Dollar Loans shall be suspended. Before
giving any notice to the Administrative Agent pursuant to this


                                       55

<PAGE>



Section 8.02, such Bank shall designate a different Euro-Dollar Lending Office
if such designation will avoid the need for giving such notice and will not, in
the judgment of such Bank, be otherwise disadvantageous to such Bank. If such
Bank shall determine that it may not lawfully continue to maintain and fund any
of its outstanding Euro-Dollar Loans to maturity and shall so specify in such
notice, the Borrower shall immediately prepay in full the then outstanding
principal amount of each such Euro-Dollar Loan, together with accrued interest
thereon. Concurrently with prepaying each such Euro-Dollar Loan, the Borrower
shall borrow a Base Rate Loan in equal principal amount from such Bank (on which
interest and principal shall be payable contemporaneously with the related
Euro-Dollar Loans of the other Banks), and such Bank shall make such a Base Rate
Loan.

                  SECTION 8.03. Increased Cost. (a) If on or after (x) the date
hereof, in the case of any Committed Loan or any obligation to make Committed
Loans, or (y) the date of the related Money Market Quote, in the case of any
Money Market Loan, the adoption of any applicable law, rule or regulation, or
any change in any applicable law, rule or regulation, or any change in the
interpretation or administration thereof by any governmental authority, central
bank or comparable agency charged with the interpretation or administration
thereof, or compliance by any Bank (or its Lending Office) with any request or
directive (whether or not having the force of law) of any such authority,
central bank or comparable agency:

                   (A) shall subject any Bank (or its Lending Office) to any
         tax, duty or other charge with respect to its Fixed Rate Loans, its
         Notes or its obligation to make Fixed Rate Loans, or shall change the
         basis of taxation of payments to any Bank (or its Lending Office) of
         the principal of or interest on its Fixed Rate Loans or any other
         amounts due under this Agreement in respect of its Fixed Rate Loans or
         its obligation to make Fixed Rate Loans (except for changes in the rate
         of tax on the overall net income of such Bank or its Lending Office
         imposed by the jurisdiction in which such Bank's principal executive
         office or Lending Office is located); or

                  (B) shall impose, modify or deem applicable any reserve,
         special deposit, insurance assessment or similar requirement
         (including, without limitation, any such requirement imposed by the
         Board of Governors of the Federal Reserve System, but excluding (A)
         with respect to any CD Loan any such requirement included in an
         applicable Domestic Reserve Percentage or Assessment Rate and (B) with
         respect to any Euro-Dollar Loan any such requirement included in an
         applicable Euro-Dollar Reserve


                                       56

<PAGE>



         Percentage) against assets of, deposits with or for the account of, or
         credit extended by, any Bank's Lending Office or shall impose on any
         Bank (or its Lending Office) or on the United States market for
         certificates of deposit or the London interbank market any other
         condition affecting its Fixed Rate Loans, its Note or its obligation to
         make Fixed Rate Loans;

and the result of any of the foregoing is to increase the cost to such Bank (or
its Lending Office) of making or maintaining any Fixed Rate Loan, or to reduce
the amount of any sum received or receivable by such Bank (or its Lending
Office) under this Agreement or under its Note with respect thereto, by an
amount deemed by such Bank to be material, then, within 15 days after demand by
such Bank (with a copy to the Administrative Agent), the Borrower shall pay to
or for the account of such Bank such additional amount or amounts as will
compensate such Bank for such increased cost or reduction with respect to its
Fixed Rate Loans.

                  (b) If any Bank shall have determined that, after the date
hereof, the adoption of any applicable law, rule or regulation regarding capital
adequacy of general applicability, or any change in any such law, rule or
regulation, or any change in the interpretation or administration thereof by any
governmental authority, central bank or comparable agency charged with the
interpretation or administration thereof, or compliance by any Bank (or its
Lending Office) with any request or directive regarding capital adequacy of
general applicability (whether or not having the force of law) of any such
authority, central bank or comparable agency, has or would have the effect of
reducing the rate of return on the capital of such Bank (or its Parent) as a
consequence of an undrawn Commitment hereunder to a level below that which such
Bank (or its Parent) could have achieved but for such adoption, change or
compliance (taking into consideration its policies with respect to capital
adequacy) by an amount deemed by such Bank to be material, then from time to
time, within 15 days after demand by such Bank (with a copy to the
Administrative Agent), the Borrower shall pay to such Bank such additional
amount or amounts as will compensate such Bank (or its Parent) for such
reduction. The Borrower shall not be obligated to compensate any Bank pursuant
to this subsection (b) for reduced return accruing prior to the date which is 30
days before such Bank requests compensation; provided that if any law, rule or
regulation, or interpretation or administration thereof, or any request or
directive giving rise to reduced returns has retroactive effect, such Bank shall
be entitled to claim compensation hereunder for the period commencing on such
date of retroactive effect through the date of adoption or change or
promulgation thereof without regard to the foregoing limitation. If any Bank has
demanded


                                       57

<PAGE>



compensation under this subsection (b), the Borrower shall have the right, with
the assistance of the Administrative Agent, to seek a mutually satisfactory
substitute bank or banks (which may be one or more of the Banks) to purchase the
Note and assume the Commitment of such Bank.

                  (c) Each Bank will promptly notify the Borrower and the
Administrative Agent of any event of which it has knowledge, occurring after the
date hereof, that will entitle such Bank to compensation pursuant to this
Section 8.03 and will designate a different Lending Office if such designation
will avoid the need for, or reduce the amount of, such compensation and will
not, in the judgment of such Bank, be otherwise disadvantageous to such Bank. A
certificate of any Bank claiming compensation under this Section 8.03 and
setting forth the additional amount or amounts to be paid to it hereunder shall
be conclusive in the absence of manifest error. In determining such amount, such
Bank may use any reasonable averaging and attribution methods.

                  SECTION 8.04. Base Rate Loans Substituted for Affected Fixed
Rate Loans. If (i) the obligation of any Bank to make Euro-Dollar Loans has been
suspended pursuant to Section 8.02 or (ii) any Bank has demanded compensation
under Section 8.03(a) and the Borrower shall by at least five Euro-Dollar
Business Days' prior notice to such Bank through the Administrative Agent have
elected that the provisions of this Section shall apply to such Bank, then,
unless and until such Bank notifies the Borrower that the circumstances giving
rise to such suspension or demand for compensation no longer apply:

                  (a) all Loans which would otherwise be made by such Bank as CD
         Loans or Euro-Dollar Loans, as the case may be, shall be made instead
         as Base Rate Loans (on which interest and principal shall be payable
         contemporaneously with the related Fixed Rate Loans of the other
         Banks), and

                  (b) after each of its CD Loans or Euro-Dollar Loans, as the
         case may be, has been repaid, all payments of principal that would
         otherwise be applied to repay such Fixed Rate Loans shall be applied to
         repay its Base Rate Loans instead.





                                       58

<PAGE>



                                   ARTICLE IX

                                    GUARANTEE


                  SECTION 9.01. The Guarantee. The Parent Guarantor hereby
unconditionally and irrevocably guarantees to the Banks, and to each of them,
the due and punctual payment of all present and future indebtedness evidenced by
or arising out of this Agreement, the Notes and any Interest Rate Agreements,
including, but not limited to, the due and punctual payment of principal of and
interest on the Notes and the due and punctual payment of all other sums now or
hereafter owed by the Borrower under this Agreement and the Notes as and when
the same shall become due and payable, whether at maturity, by declaration or
otherwise, according to the terms hereof and thereof and the due and punctual
payment of any Interest Rate Indebtedness. In case of failure by the Borrower
punctually to pay the indebtedness guaranteed hereby, the Parent Guarantor
hereby unconditionally agrees to cause such payment to be made punctually as and
when the same shall become due and payable, whether at maturity or by
declaration or otherwise, and as if such payment were made by the Borrower.

                  SECTION 9.02. Guarantee Unconditional. The obligations of the
Parent Guarantor under this Article IX shall be unconditional and absolute and,
without limiting the generality of the foregoing, shall not be released,
discharged or otherwise affected by:

                  (a) any extension, renewal, settlement, compromise, waiver or
         release in respect of any obligation of any other Obligor under any
         Financing Document or any Interest Rate Agreement by operation of law
         or otherwise;

                  (b) any modification or amendment of or supplement to any
         Financing Document or any Interest Rate Agreement;

                  (c) any modification, amendment, waiver, release,
         non-perfection or invalidity of any direct or indirect security, or of
         any guarantee or other liability of any third party, for any obligation
         of any other Obligor under any Financing Document or any Interest Rate
         Agreement;

                  (d) any change in the corporate existence, structure or
         ownership of any other Obligor, or any insolvency, bankruptcy,
         reorganization or other similar proceeding affecting any other Obligor
         or its assets or any resulting release or discharge of any obligation
         of


                                       59

<PAGE>



         any other Obligor contained in any Financing Document or
         any Interest Rate Agreement;

                  (e) the existence of any claim, set-off or other rights which
         the Parent Guarantor may have at any time against any other Obligor,
         any Agent, any Bank or any other Person, whether or not arising in
         connection with any Financing Document or any Interest Rate Agreement,
         provided that nothing herein shall prevent the assertion of any such
         claim by separate suit or compulsory counterclaim;

                  (f) any invalidity or unenforceability relating to or against
         any other Obligor for any reason of any Financing Document or any
         Interest Rate Agreement, or any provision of applicable law or
         regulation purporting to prohibit the payment by any other Obligor of
         the principal of or interest on any Note or any other amount payable by
         it under any Financing Document or any Interest Rate Agreement; or

                  (g) any other act or omission to act or delay of any kind by
         any other Obligor, any Agent, any Bank or any other Person or any other
         circumstance whatsoever that might, but for the provisions of this
         paragraph, constitute a legal or equitable discharge of the obligations
         of the Parent Guarantor under this Article IX.

                  SECTION 9.03. Discharge Only Upon Payment in Full;
Reinstatement in Certain Circumstances. The Parent Guarantor's obligations under
this Article IX shall remain in full force and effect until the Commitments are
terminated and the principal of and interest on the Notes and all other amounts
payable by the Borrower under this Agreement shall have been paid in full. If at
any time any payment of the principal of or interest on any Note or any other
amount payable by the Borrower under this Agreement is rescinded or must be
otherwise restored or returned upon the insolvency, bankruptcy or reorganization
of the Borrower or any Subsidiary Guarantor or otherwise, the Parent Guarantor's
obligations under this Article IX with respect to such payment shall be
reinstated at such time as though such payment had become due but had not been
made at such time.

                  SECTION 9.04. Waiver. The Parent Guarantor irrevocably waives
acceptance hereof, presentment, demand, protest and any notice not provided for
herein, as well as any requirement that at any time any action be taken by any
Person against any other Obligor or any other Person.




                                       60

<PAGE>



                  SECTION 9.05. Subrogation and Contribution. The Parent
Guarantor irrevocably waives any and all rights to which it may be entitled, by
operation of law or otherwise, upon making any payment hereunder (i) to be
subrogated to the rights of the payee against the Borrower with respect to such
payment or otherwise to be reimbursed, indemnified or exonerated by the Borrower
in respect thereof or (ii) to receive any payment, in the nature of contribution
or for any other reason, from any other Obligor with respect to such payment.

                  SECTION 9.06. Stay of Acceleration. If acceleration of the
time for payment of any amount payable by the Borrower under this Agreement or
the Notes is stayed upon the insolvency, bankruptcy or reorganization of the
Borrower, all such amounts otherwise subject to acceleration under the terms of
this Agreement shall nonetheless be payable by the Parent Guarantor hereunder
forthwith on demand by the Administrative Agent made at the request of the
requisite number of Banks specified in Section 6.01.


                                    ARTICLE X

                              JUDICIAL PROCEEDINGS


                  SECTION 10.01. Consent to Jurisdiction. Each Obligor hereby
irrevocably submits to the non-exclusive jurisdiction of the United States
District Court for the Southern District of New York and of any New York State
court sitting in the City of New York over any suit, action or proceeding
arising out of or relating to any Financing Document. To the fullest extent it
may effectively do so under applicable law, each Obligor irrevocably waives and
agrees not to assert, by way of motion, as a defense or otherwise, any claim
that it is not subject to the jurisdiction of any such court, any objection that
it may now or hereafter have to the laying of the venue of any such suit, action
or proceeding brought in any such court and any claim that any such suit, action
or proceeding brought in any such court has been brought in an inconvenient
forum.

                  SECTION 10.02. Enforcement of Judgments. Each Obligor agrees,
to the fullest extent it may effectively do so under applicable law, that a
judgment in any suit, action or proceeding of the nature referred to in Section
10.01 brought in any such court shall be conclusive and binding upon such
Obligor and may be enforced in the courts of the United States of America or the
State of New York (or any other courts to the jurisdiction of which such Obligor
is or may be subject) by a suit upon such judgment.


                                       61

<PAGE>




                  SECTION 10.03. Service of Process. Each Obligor consents to
process being served in any suit, action or proceeding of the nature referred to
in Section 10.01 by mailing a copy thereof by registered or certified air mail,
postage prepaid, return receipt requested, to the address of such Obligor
specified in or designated pursuant to Section 11.01. Each Obligor agrees that
such service (i) shall be deemed in every respect effective service of process
upon such Obligor in any such suit, action or proceeding and (ii) shall, to the
fullest extent permitted by law, be taken and held to be valid personal service
upon and personal delivery to such Obligor.

                  SECTION 10.04. No Limitation on Service or Suit. Nothing in
this Article X shall affect the right of the Administrative Agent or any Bank to
serve process in any manner permitted by law, or limit any right that the
Administrative Agent or any Bank may have to bring proceedings against any
Obligor in the courts of any jurisdiction or to enforce in any lawful manner a
judgment obtained in one jurisdiction in any other jurisdiction.


                                   ARTICLE XI

                                  MISCELLANEOUS


                  SECTION 11.01. Notices. Unless otherwise specified herein, all
notices, requests and other communications to any party hereunder shall be in
writing (including bank wire, telex, facsimile transmission or similar writing)
and shall be given to such party (x) in the case of the Parent Guarantor, the
Borrower or either Agent, at its address or telex or facsimile number set forth
on the signature pages hereof, (y) in the case of any Bank, at its address or
telex or facsimile number set forth in its Administrative Questionnaire, or (z)
in the case of any party hereto, at such other address or telex or facsimile
number as such party may hereafter specify for the purpose by notice to the
Agents and the Parent Guarantor. Each such notice, request or other
communication shall be effective (i) if given by telex, when such telex is
transmitted to the telex number specified in this Section 11.01 and the
appropriate answerback is received, (ii) if given by facsimile transmission,
when transmitted to the facsimile number specified in this Section and
confirmation of receipt is received, (iii) if given by mail, five days after
such communication is deposited in the mails with first class postage prepaid,
addressed as aforesaid, or (iv) if given by any other means, when delivered at
the address specified in this Section 11.01, provided that notices to the


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Administrative Agent under Article II or VIII shall not be effective until
received.

                  SECTION 11.02. No Waiver. No failure or delay by any Agent or
any Bank in exercising any right, power or privilege under any Financing
Document shall operate as a waiver thereof nor shall any single or partial
exercise thereof preclude any other or further exercise thereof or the exercise
of any other right, power or privilege. The rights and remedies provided in the
Financing Documents shall be cumulative and not exclusive of any rights or
remedies provided by law.

                  SECTION 11.03. Expenses; Documentary Taxes; Indemnification
for Litigation. (a) The Borrower shall pay (i) all out-of-pocket expenses of
each Agent, including fees and disbursements of the law firm acting as special
counsel for the Banks and the Agents and such local counsel as may be retained
by the Administrative Agent on behalf of the Banks and the Agents, in connection
with the preparation and administration of the Financing Documents, any waiver
or amendment of any provision thereof, or any Default or alleged Default
hereunder, and (ii) if any Event of Default occurs, all out-of-pocket expenses
incurred by any Agent or any Bank, including fees and disbursements of counsel,
in connection with such Event of Default and collection, bankruptcy, insolvency
and other enforcement proceedings resulting therefrom. The Borrower agrees to
indemnify each Bank from and hold it harmless against any transfer taxes,
documentary taxes, or other similar assessments or charges made by any
governmental authority by reason of the execution and delivery of the Financing
Documents.

                  (b) The Parent Guarantor and the Borrower agree jointly and
severally to indemnify each Bank and hold each Bank harmless from and against
any and all liabilities, losses, damages, costs and expenses of any kind
(including, without limitation, the reasonable fees and disbursements of counsel
for any Bank in connection with any investigative, administrative or judicial
proceeding, whether or not such Bank shall be designated a party thereto) which
may be incurred by any Bank (or by any Agent in connection with its actions as
Agent hereunder), relating to or arising out of the Financing Documents or any
actual or proposed use of the proceeds of the Credits hereunder, provided that
no Bank shall have the right to be indemnified hereunder for its own gross
negligence or willful misconduct as determined by a court of competent
jurisdiction.

                  SECTION 11.04. Amendments and Waivers. Any provision of this
Agreement or the Notes may be amended or waived if, and only if, such amendment
or waiver is in writing and is


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<PAGE>



signed by the Parent Guarantor, the Borrower and the Required Banks (and, if the
rights or duties of either Agent are affected thereby, by such Agent), provided
that no such amendment or waiver shall, unless signed by all the Banks, (i)
increase or decrease the amount of any Commitment (except for a ratable decrease
in the Commitments of all Banks) or subject any Bank to any additional
obligation, (ii) reduce the principal of or rate of interest on any Loan or any
fees payable hereunder, (iii) postpone the date fixed for any payment of
principal of or interest on any Loan or any fees payable hereunder, or (iv)
change the percentage of the Commitments or of the aggregate unpaid principal
amount of the Notes, or the number of Banks, which shall be required for the
Banks or any of them to take any action under this Section 11.04 or any other
provision of this Agreement or any other Financing Document; and provided
further that an amendment or waiver of the payment obligations of the Borrower
with respect to any Swingline Advance shall be effective if, and only if, signed
by the Borrower and the Bank making such Swingline Advance.

                  In the event that (i) a Bank shall have granted a
participation pursuant to Section 11.07(b); (ii) by virtue of the participation
arrangement, such Bank is required to obtain the consent of its participant to a
proposed amendment to this Agreement or its Note; (iii) such participant's
consent is not forthcoming; (iv) such Bank and the other Banks are otherwise
prepared to agree to such proposed amendment; and (v) such Bank shall have so
certified to the Administrative Agent, then, in order to effect and in
conjunction with such amendment, the Borrower may terminate the Commitment of
such Bank and, on a date otherwise permitted hereunder, prepay the outstanding
Credits of such Bank in their entirety, provided that the Borrower shall have
procured a substitute Bank (which may be such Bank) contemporaneously to assume
the Commitment of such Bank and to fund, for the balance of the respective
Interest Periods applicable thereto, the Loans prepaid pursuant to this
paragraph.

                  SECTION 11.05. Sharing of Set-Offs. Each Bank agrees that if
it shall, by exercising any right of set-off or counterclaim or otherwise,
receive payment of a proportion of the aggregate amount of principal and
interest due with respect to its Credits which is greater than the proportion
received by any other Bank in respect of the aggregate amount of principal and
interest due with respect to the Credits of such other Bank, the Bank receiving
such proportionately greater payment shall purchase such participations in the
Credits of the other Banks, and such other adjustments shall be made, as may be
required so that all such payments of principal and interest with respect to the
Credits of the Banks shall be shared by the Banks pro rata. The Borrower and


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<PAGE>



the Parent Guarantor agree, to the fullest extent they may effectively do so
under applicable law, that any holder of a participation in a Note, whether or
not acquired pursuant to the foregoing arrangements, may exercise rights of
set-off or counterclaim and other rights with respect to such participation as
fully as if such holder of a participation were a direct creditor of the
Borrower or the Parent Guarantor, as the case may be, in the amount of such
participation. Each Bank further agrees that if it shall, by exercising any
right of set-off or counterclaim or otherwise, receive payment of a proportion
of the aggregate amount of facility fees due with respect to its Commitments
which is greater than the proportion received by any other Bank in respect of
the aggregate amount of facility fees due with respect to the Commitments of
such other Bank, adjustments shall be made as may be required so that all such
payments of facility fees with respect to the Commitments of the Banks shall be
shared by the Banks pro rata.

                  SECTION 11.06. New York Law. This Agreement and each Note
shall be construed in accordance with and governed by the law of the State of
New York.

                  SECTION 11.07. Successors and Assigns. (a) All of the
provisions of this Agreement shall be binding upon and inure to the benefit of
the parties hereto and their respective successors and assigns, except that
neither the Parent Guarantor nor the Borrower may assign or transfer any of its
rights or obligations under this Agreement without the consent of all Banks.

                  (b) No Bank may assign (other than (x) to Persons affiliated
with such Bank or (y) by granting participations) such Bank's rights or
obligations hereunder without the Borrower's consent, which shall not be
unreasonably withheld, and no Bank may grant participations (other than to
Persons affiliated with such Bank) with respect to amounts exceeding 80% of such
Bank's Commitment; provided that nothing herein shall be deemed to prohibit (i)
the granting of participations by any Bank in its rights with respect to any
particular Credit or Credits or (ii) the assignment or pledge by any Bank of its
Notes and its rights hereunder with respect thereto to any Federal Reserve Bank.
Any agreement pursuant to which any Bank may grant a participation shall provide
that such Bank shall retain the sole right and responsibility to enforce the
obligations of the Borrower relating to any Credit or Credits including, without
limitation, the right to approve any amendment, modification or waiver of any
provision of this Agreement; provided that (i) any such participation agreement
with respect to any or all of a Bank's Credit or Credits may provide that such
Bank will not agree to any proposed modification, amendment or waiver of this
Agreement without


                                                      65

<PAGE>



the consent of the participant which would reduce the principal of or rate of
interest on such Credit or Credits or postpone the date fixed for any payment of
principal of or interest on such Credit or Credits and (ii) any such
participation agreement with respect to a portion of a Bank's Commitment may
provide that such Bank will not agree to any modification, amendment or waiver
described in clause (i), (ii) or (iii) of the first sentence of Section 11.04
without the consent of the participant; provided further that any such
participation agreement described in the preceding clause (ii) shall further
provide that such Bank may agree to any proposed modification, amendment or
waiver referred to in such clause (ii) without the consent of such participant
if such participant fails to provide such Bank voting instructions with respect
to such proposal within 30 days after such participant's receipt of such
proposal and such Bank's request for such voting instructions. Any Bank that has
granted or grants a participation with respect to a portion of its Commitment
shall notify the Borrower as to the amount of its Commitment subject to such
participation and the identity of the participant. Each of the Agents and the
Borrower may, for all purposes of this Agreement, treat any Bank as the holder
of any Note drawn to its order until written notice of an assignment in
accordance with this Section 11.07(b) is received by it.

                  (c) No assignee of any Bank's rights or obligations shall be
entitled to receive any greater payment under Section 8.03 than such Bank would
have been entitled to receive with respect to the rights assigned, unless such
assignment (or change in Lending Office) is made with the Borrower's prior
written consent or by reason of the provisions of Section 8.02 or 8.03 requiring
such Bank to designate a different Lending Office under certain circumstances or
at a time when the circumstances giving rise to such greater payment did not
exist.

                  SECTION 11.08. Collateral. Each Bank (the "Representing Bank")
represents to each Agent and each other Bank that the Representing Bank in good
faith is not relying upon any Margin Stock as collateral in the extension or
maintenance of the credit provided for in the Financing Documents.

                  SECTION 11.09. Counterparts. This Agreement may be signed in
any number of counterparts, each of which shall be an original, and all of which
taken together shall constitute a single agreement, with the same effect as if
the signatures thereto and hereto were upon the same instrument.




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<PAGE>



                  SECTION 11.10. WAIVER OF JURY TRIAL. EACH OF THE OBLIGORS, THE
AGENTS AND THE BANKS HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY
JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THE FINANCING
DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED THEREBY.





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<PAGE>



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


                        ARAMARK SERVICES, INC.



                        By /s/ Melvin M. Mahoney
                           -----------------------------
                           Title: Treasurer

                        ARAMARK Tower
                        1101 Market Street
                        Philadelphia, Pennsylvania 19107
                        Facsimile number: (215) 238-3284
                                          (215) 238-3282



                        ARAMARK CORPORATION



                        By /s/ Melvin M. Mahoney
                           -----------------------------
                           Title: Treasurer

                        ARAMARK Tower
                        1101 Market Street
                        Philadelphia, Pennsylvania 19107
                        Facsimile number: (215) 238-3284
                                          (215) 238-3282




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<PAGE>



Commitments


$75,000,000                                    CHEMICAL BANK



                                               By /s/ Karen M. Sharf
                                                  --------------------------
                                                  Title: Vice President


$75,000,000                                    MORGAN GUARANTY TRUST COMPANY
                                                 OF NEW YORK



                                               By /s/ Penelope J.B. Cox
                                                  --------------------------
                                                  Title: Vice President


$60,000,000                                    BANK OF AMERICA ILLINOIS



                                               By /s/ Sandra S. Ober
                                                  --------------------------
                                                  Title: Vice President


$60,000,000                                    THE BANK OF NEW YORK



                                               By /s/ Peter H. Abdill
                                                  --------------------------
                                                  Title: Vice President




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<PAGE>




$60,000,000                                 NATIONSBANK, N.A.



                                            By /s/ Rajesh Sood
                                               --------------------------
                                               Title: Vice President


$50,000,000                                 CORESTATES BANK, N.A.



                                            By /s/ Donna J. Emhart
                                               --------------------------
                                               Title: Assistant Vice President


$50,000,000                                 CREDIT LYONNAIS NEW YORK BRANCH



                                            By /s/ Mary E. Collier
                                               --------------------------
                                               Title: Vice President



$50,000,000                                 FIRST UNION NATIONAL BANK



                                            By /s/ Patrrick A. McGovern
                                               --------------------------
                                               Title: Senior Vice President


$50,000,000                                 PNC BANK, NATIONAL ASSOCIATION



                                            By /s/ Daniel K. Fitzpatrick
                                               --------------------------
                                               Title: Vice President




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<PAGE>



$35,000,000                                LTCB TRUST COMPANY



                                           By /s/ Noboru Kubota
                                              --------------------------
                                              Title: Senior Vice President


$35,000,000                                THE NIPPON CREDIT BANK, LTD.,
                                             NEW YORK BRANCH



                                           By /s/ Nancy Acevedo
                                              --------------------------
                                              Title: Assistant Vice President


$35,000,000                                THE SAKURA BANK, LIMITED
                                             NEW YORK BRANCH



                                           By /s/ Masahiro Nakajo
                                              --------------------------
                                              Title: Senior Vice President
                                                     & Manager

$30,000,000                                COMERICA BANK



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


$30,000,000                                MELLON BANK, N.A.



                                           By /s/ Martin J. Randal
                                              --------------------------
                                              Title: Banking Officer
 



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<PAGE>



$30,000,000                                 WACHOVIA BANK OF GEORGIA, N.A.



                                            By /s/ Adam J. Ogburn
                                               --------------------------
                                               Title: Vice President


$25,000,000                                 BANK OF HAWAII



                                            By /s/ Alison Sierens
                                               --------------------------
                                               Title: Assistant Vice President


$25,000,000                                 BHF BANK AG
                                               NEW YORK BRANCH AND/OR
                                               CAYMAN ISLANDS BRANCH



                                            By /s/ Perry Forman
                                               --------------------------
                                               Title: Vice President



                                            By /s/ Linda Pace
                                               --------------------------
                                               Title: Assistant Vice President


$25,000,000                                 CIBC INC.



                                            By /s/ Christopher P. Kleczkowski
                                               --------------------------
                                                  Title: Agent for CIBC, Inc.




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<PAGE>



$25,000,000                                 DEUTSCHE BANK AG
                                               NEW YORK AND/OR
                                               CAYMAN ISLANDS BRANCH



                                             By /s/ Hans-Josef Thiele
                                                --------------------------
                                                Title: Vice President



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


$25,000,000                                  THE FIRST NATIONAL BANK OF BOSTON



                                             By /s/ Maura C. Wadlinger
                                                --------------------------
                                                Title: Vice President


$25,000,000                                  FLEET NATIONAL BANK



                                             By /s/ Richard W. Billings, Jr.
                                                --------------------------
                                                Title: Senior Vice President


$25,000,000                                  THE FUJI BANK, LIMITED
                                               NEW YORK BRANCH



                                             By /s/ Teiji Teramoto
                                                --------------------------
                                                Title: Vice President & Manager




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<PAGE>



$25,000,000                                  KREDIETBANK N.V.



                                             By /s/ Armen Karozichian
                                                --------------------------
                                                Title: Vice President



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


$ 25,000,000                                 NATIONAL WESTMINSTER BANK Plc
                                               NEW YORK BRANCH



                                             By /s/ Jordan R. Fragiacomo
                                                --------------------------
                                                Title: Vice President


                                             NATIONAL WESTMINSTER BANK Plc
                                               NASSAU BRANCH



                                             By /s/ Jordan R. Fragiacomo
                                                --------------------------
                                                Title: Vice President


$25,000,000                                  COOPERATIEVE CENTRALE RAIFFEISEN-
                                                BOERENLEENBANK B.A., "RABOBANK
                                                NEDERLAND", NEW YORK BRANCH



                                             By /s/ Joanna M. Solowski
                                                --------------------------
                                                Title: Vice President



                                             By /s/ W. Jeffrey Vollack
                                                --------------------------
                                                Title: Vice President, Manager
 

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<PAGE>



$25,000,000                                  THE SUMITOMO BANK, LIMITED



                                             By /s/ Y. Kawamura
                                                --------------------------
                                                Title: Joint General Manager

-----------------
Total Commitments

$1,000,000,000
==============

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<PAGE>





                                             CHEMICAL BANK, as Agent



                                             By /s/ Karen M. Sharf
                                                --------------------------
                                                Title: Vice President
                                                  270 Park Avenue
                                                  New York, New York 10017
                                                  Telex: 129100
                                                  Facsimile: (212) 270-7138


                                             MORGAN GUARANTY TRUST COMPANY
                                               OF NEW YORK, as Agent



                                             By /s/ Penelope J.B. Cox
                                                --------------------------
                                                Title: Vice President
                                                  60 Wall Street
                                                  New York, New York 10260
                                                  Telex: 177615
                                                  Facsimile: (212) 648-5018


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