FIRST AMENDMENT TO THE CREDIT AGREEMENT


     FIRST  AMENDMENT TO THE CREDIT  AGREEMENT  (the  "Amendment"),  dated as of
October 11, 2001, among AEARO CORPORATION,  a Delaware corporation ("Holdings"),
AEARO  COMPANY I, a  Delaware  corporation  (the "US  Borrower"),  AEARO  CANADA
LIMITED,  an Ontario  corporation (the "Canadian  Borrower"),  AEARO LIMITED,  a
limited  liability company formed under the laws of England (the "UK Borrower"),
the Banks party  hereto and BANKERS  TRUST  COMPANY,  as  Administrative  Agent.
Unless otherwise  defined herein,  capitalized  terms used herein and defined in
the Credit Agreement referred below are used are herein defined.


                              W I T N E S S E T H :
                              - - - - - - - - - -



     WHEREAS, Holdings, the US Borrower, the Canadian Borrower, the UK Borrower,
the Banks and the Administrative Agent are parties to a Credit Agreement,  dated
as of July 11, 1995 and amended  and  restated as of July 13, 2001 (as  amended,
modified or  supplemented  to, but not including,  the date hereof,  the "Credit
Agreement");

     WHEREAS, the parties hereto wish to provide for certain amendments, waivers
and consents to the Credit Agreement as herein provided; and

     WHEREAS, subject to the terms and conditions of this Amendment, the parties
hereto wish to agree as follows:

A.       Amendments

     1. Section  1.01(a) of the Credit  Agreement is hereby amended by inserting
the following new clause (F) at the end thereof.


     "(F) Subject to and upon the terms and  conditions  set forth herein,  each
Bank with an Additional A-1 Term Loan Commitment severally agrees to make at any
time and from time to time  from the  First  Amendment  Effective  Date to,  and
including,   the  Additional  A-1  Term  Loan  Commitment  Termination  Date  an
additional  A-1 Term Loan or A-1 Term Loans to the US  Borrower,  which such A-1
Term Loans shall (i) be made and  maintained  in Dollars,  (ii) at the option of
the US Borrower, be incurred and maintained as, and/or converted into, Base Rate
Loans or one or more Borrowings of Eurodollar Loans having such Interest Periods
as are selected by the US Borrower pursuant to Section 1.09 and Section 1.17(b),
and (iii) not exceed for any Bank, in initial aggregate  principal amount,  that
amount which equals the Additional A-1 Term Loan  Commitment of such Bank at the
time of incurrence  thereof  (before giving effect to any reductions  thereto on
such date pursuant to Section  3.03(b)).  Once repaid,  A-1 Term Loans  incurred
hereunder may not be reborrowed."

                                     <PAGE>

     2.  Section 1 of the Credit  Agreement is hereby  amended by inserting  the
following new Section 1.17 at the end thereof:


     "1.17 Additional Term Loan Commitments.  (a) So long as no Default or Event
of Default then exists or would result therefrom, the US Borrower shall have the
right to request on one or more occasions from the period on and after the First
Amendment  Effective  Date to,  and  including,  the  Additional  A-1 Term  Loan
Commitment  Termination  Date that one or more Banks  (and/or  one or more other
Persons which will become Banks as provided  below) provide  Additional A-1 Term
Loan  Commitments  and,  subject to the terms and  conditions  contained in this
Agreement and the relevant Additional A-1 Term Loan Commitment  Agreement,  make
A-1 Term  Loans on any  Additional  A-1 Term Loan  Borrowing  Date  pursuant  to
Section 1.01(a)(F),  it being understood and agreed,  however,  that (i) no Bank
shall be obligated to provide an Additional A-1 Term Loan Commitment as a result
of any request by the US Borrower, and until such time, if any, as (x) such Bank
has  agreed  in its sole  discretion  to  provide  an  Additional  A-1 Term Loan
Commitment and executed and delivered to the Administrative  Agent an Additional
A-1 Term Loan  Commitment  Agreement  as provided in clause (b) of this  Section
1.17 and (y) the other  conditions set forth in Section  1.17(b) shall have been
satisfied,  such Bank shall not be obligated to fund any A-1 Term Loans pursuant
to  an  Additional  A-1  Term  Loan  Commitment,  (ii)  any  Bank  (or,  in  the
circumstances  contemplated  by clause (vi) below,  any other  Person which will
qualify as an Eligible  Transferee)  may so provide an Additional  A-1 Term Loan
Commitment  without  the  consent of any other  Bank,  (iii) each  provision  of
Additional  A-1 Term Loan  Commitments  pursuant to this Section 1.17 on a given
date shall be in a minimum  aggregate  amount (for all Banks  (including  in the
circumstances  contemplated by clause (vi) below,  Eligible Transferees who will
become  Banks))  of at  least  $1,000,000,  (iv)  the  aggregate  amount  of all
Additional A-1 Term Loan Commitments  permitted to be provided  pursuant to this
Section 1.17 shall not exceed $5,000,000, (v) other than the Additional A-1 Term
Loan Scheduled Repayments in respect of the Additional A-1 Term Loan Commitments
which shall be as set forth in Section  4.02(b)(F)  of this  Agreement,  the A-1
Term Loans made pursuant to the Additional A-1 Term Loan Commitment  shall be on
the same terms and conditions  set forth in this Credit  Agreement and the other
Credit  Documents  pertaining to A-1 Term Loans,  (vi) if, after the US Borrower
has requested the then existing Banks (other than  Defaulting  Banks) to provide
Additional  A-1 Term  Loan  Commitments  pursuant  to this  Section  1.17 the US
Borrower has not received  Additional A-1 Term Loan  Commitments in an aggregate
amount equal to that amount of Additional A-1 Term Loan Commitments which the US
Borrower  desires to obtain pursuant to such request (as set forth in the notice
provided by the US Borrower as provided  below),  then the US Borrower may, with
the consent of the Administrative Agent (which consent shall not be unreasonably
withheld or delayed),  request Additional A-1 Term Loan Commitments from Persons
which would  qualify as Eligible  Transferees  hereunder in an aggregate  amount
equal to such  deficiency on terms  (including  Fees to be paid to such Eligible
Transferee)  which are no more  favorable  to such  Eligible  Transferee  in any
respect  than the  terms  offered  to the then  existing  Lenders  and (vii) the
proceeds  of all A-1 Term  Loans  made  pursuant  to  Additional  A-1 Term  Loan
Commitments shall be used to repurchase,  redeem or otherwise retire outstanding
Senior Subordinated Notes in
                                     <PAGE>

accordance with Section  8.11(i)(z) and to pay the fees and expenses incurred in
connection therewith.

     (b) At the time of any  provision of Additional  A-1 Term Loan  Commitments
pursuant to this Section 1.17, (i) the US Borrower, the Administrative Agent and
each such Bank or other Eligible  Transferee  (each an "Additional A-1 Term Loan
Bank")  which agrees to provide an  Additional  A-1 Term Loan  Commitment  shall
execute  and deliver to the  Administrative  Agent an  Additional  A-1 Term Loan
Commitment  Agreement  substantially  in the form of  Exhibit  O  (appropriately
completed),  with the  effectiveness  of such  Additional  A-1 Term Loan  Bank's
Additional A-1 Term Loan  Commitment  (the  "Additional A-1 Term Loan Commitment
Date") to occur  upon  delivery  of such  Additional  A-1 Term  Loan  Commitment
Agreement  to the  Administrative  Agent  and  the  satisfaction  of  the  other
conditions  in  this  Section  1.17(b)  to the  reasonable  satisfaction  of the
Administrative  Agent, (ii) the  Administrative  Agent shall receive from the US
Borrower  (or,  to the extent  agreed to by the US Borrower  and the  respective
Additional  A-1 Term Loan Bank,  from such  respective  Additional A-1 Term Loan
Bank) the payment of a non-refundable fee of $3,500 for each Eligible Transferee
which becomes a Bank pursuant to this Section  1.17,  (iii) the US Borrower,  in
coordination  with  the  Administrative  Agent,  shall  ensure  that  each  Bank
participate in each Borrowing of A-1 Term Loans pro rata (after giving effect to
any increase in A-1 Term Loans  pursuant to this  Section  1.17) and with the US
Borrower  being  obligated  to pay the  respective  Banks  the costs of the type
referenced to in Section 1.11 in connection  with any such  Borrowing;  provided
that  notwithstanding the above, the Borrowing of A-1 Term Loans pursuant to any
Additional A-1 Term Loan  Commitment on each  Additional A-1 Term Loan Borrowing
Date may have an initial Interest Period commencing on such date (or on the date
that is three  Business  Days  thereafter  in the  event  such A-1 Term  Loan is
initially  made as a Base Rate Loan) and ending on December  31,  2001,  and any
Bank that has made such A-1 Term Loans as Eurodollar  Loans shall be entitled to
receive  an  effective  interest  rate on such A-1 Term Loans as is equal to the
Euro  Rate  as in  effect  three  Business  Days  prior  to the  incurrence  (or
conversion) of such A-1 Term Loans plus the then Applicable  Margin for such A-1
Term Loans,  (iv) the US Borrower  shall deliver to the  Administrative  Agent a
certificate of its chief financial  officer  demonstrating in reasonable  detail
that the A-1 Term Loans to be incurred  pursuant to an Additional  A-1 Term Loan
Commitment  may be incurred in accordance  with,  and not violate any provisions
of,  the Senior  Subordinated  Note  Indenture,  and (v) the US  Borrower  shall
deliver  to the  Administrative  Agent  an  opinion  or  opinions,  in form  and
substance reasonably  satisfactory to the Administrative  Agent, from counsel to
the US Borrower  reasonably  satisfactory to the Administrative  Agent and dated
such date,  covering  such of the matters  set forth in the  opinions of counsel
delivered to the Administrative Agent on the Restatement Effective Date pursuant
to Section  5.04 as may be  reasonably  requested by the  Administrative  Agent,
including,  without limitation,  that any A-1 Term Loans incurred pursuant to an
Additional  A-1 Term Loan  Commitment  will not  violate any  provisions  of the
Senior  Subordinated Note Indenture and will constitute "Senior Debt" as defined
in the  Senior  Subordinated  Note  Indenture,  and such  other  matters  as the
Administrative  Agent may reasonably  request.  The  Administrative  Agent shall
promptly  notify each Bank as to the  effectiveness  of each Additional A-1 Term
Loan  Commitment  Agreement,  and (i) at such  time  Schedule  I shall be deemed
modified to reflect the
                                     <PAGE>

Additional A-1 Term Loan  Commitments of such  Additional A-1 Term Loan Bank and
(ii) upon surrender of any old A-1 Term Loans by the  respective  Additional A-1
Term  Loan  Bank (or,  if lost,  a  standard  lost  note  indemnity  in form and
substance reasonably  satisfactory to the US Borrower),  to the extent requested
by any Additional A-1 Term Loan Bank, a new A-1 Term Note will be issued, at the
US  Borrower's  expense,  to  such  Additional  A-1  Term  Loan  Bank,  to be in
conformity   with  the   requirements   of  Section   1.05   (with   appropriate
modifications) to the extent needed to reflect the revised A-1 Term Loan of such
Bank.

     3.  Section  3.03(b)  of the  Credit  Agreement  is hereby  amended  by (i)
inserting the reference  "(A)"  immediately  after the reference "(b)" appearing
therein and inserting the following new paragraph  immediately  after  subclause
(b):

     "(B) Notwithstanding  anything to the contrary in Section 3.03(a) or in the
foregoing  clause  (A),  Additional  A-1  Term  Loan  Commitments  (i)  shall be
permanently  reduced on each  Additional  A-1 Term Loan  Borrowing  Date  (after
giving  effect to the  incurrence of A-1 Term Loans  pursuant to Additional  A-1
Term Loan  Commitments  on each such date) in an amount  equal to the  aggregate
principal  amount of A-1 Term  Loans  incurred  on each such date and (ii) shall
terminate  in its  entirety (to the extent not  theretofore  terminated)  on the
Additional A-1 Term Loan Commitment Termination Date.

     4.  Section  4.02(b)(A)  of the  Credit  Agreement  is  hereby  amended  by
inserting the phrase "on the Restatement  Effective Date"  immediately  prior to
the phrase "multiplied by the percentage set forth below" appearing therein.

     5.  Section  4.02 of the  Credit  Agreement  is hereby  further  amended by
inserting the following new Section  4.02(b)(F)  immediately  following  Section
4.02(b)(E):

     "(b) (F) In addition  to any other  mandatory  repayments  pursuant to this
Section 4.02,  the US Borrower shall be required to repay on each date set forth
below a portion of the  principal  amount of A-1 Term Loans made pursuant to any
Additional A-1 Term Loan Commitments,  to the extent then outstanding,  equal to
the  aggregate  principal  amount  of such A-1  Term  Loans  outstanding  on the
Additional  A-1  Term  Loan  Commitment   Termination  Date  multiplied  by  the
percentage set forth below opposite such date (each such repayment,  as the same
may be reduced as provided in Sections  4.01 and 4.02, an  "Additional  A-1 Term
Loan Scheduled Repayment"):

                 A-1 Term Loan Scheduled Repayment Date             Percentage
                 --------------------------------------             ----------
                 December 31, 2001                                    4.16%

                 March 31, 2002                                       2.08%
                 June 30, 2002                                        2.08%
                 September 30, 2002                                   2.08%
                 December 31, 2002                                    3.12%
                                     <PAGE>

                 March 31, 2003                                       3.12%
                 June 30, 2003                                        3.12%
                 September 30, 2003                                   3.12%
                 December 31, 2003                                    4.16%

                 March 31, 2004                                       4.16%
                 June 30, 2004                                        4.16%
                 September 30, 2004                                   4.16%
                 December 31, 2004                                    4.70%
                 Term Loan Maturity Date                             55.78%"

     6.  Section  6.08(a)  of the  Credit  Agreement  is hereby  amended  by (i)
inserting  the phrase ", (ii) for  permitted  repurchases,  either  directly  or
indirectly,   of  the  Senior   Subordinated   Notes"   immediately   after  the
parenthetical  "(to the extent not continued  hereunder)"  and (ii) deleting the
reference to "(ii)"  appearing  therein and inserting  the reference  "(iii)" in
lieu thereof.

     7. Section  8.05(x) of the Credit  Agreement is hereby amended by inserting
the  Section  reference " or 8.11(i)"  immediately  after the Section  reference
"8.02" appearing therein.

     8.  Section  8.11(i)  of the  Credit  Agreement  is hereby  amended  by (i)
deleting the word "and" appearing  immediately before the clause (y) thereof and
inserting a "," in lieu thereof, and (ii) inserting the following new clause (z)
immediately following subclause (B) thereof:


         "and (z) for the period from the First Amendment Effective Date to, and
         including, the date which is 45 Business Days after the First Amendment
         Effective Date, repurchase, redeem or otherwise retire at par value or
         below par value outstanding Senior Subordinated Notes in an aggregate
         principal amount not to exceed $10,000,000," so long as (A) the first
         $5,000,000 of proceeds used for such repurchase, redemption or
         retirement of the Senior Subordinated Notes is provided from cash and
         Cash Equivalents of the US Borrower and (B) the remaining proceeds are
         provided from either (I) cash and Cash Equivalents of the US Borrower
         or (II) the incurrence of the A-1 Term Loans; it being understood and
         agreed that (C) the proceeds from the incurrence of Revolving Loans
         shall not be used for the repurchase, redemption or retirement of the
         Senior Subordinated Notes pursuant to this clause (z) and (D) any
         Senior Subordinated Notes repurchased, redeemed or retired pursuant to
         clause (y) and (z) above may not be reissued."

     9. The definition of the term "Excess Cash Flow" contained in Section 10 of
the Credit Agreement is hereby amended by inserting the phrase ", A-1 Term Loans
incurred pursuant to Additional A-1 Term Loan Commitments" immediately after the
phrase "other than Revolving  Loans"  appearing in the  parenthetical  in clause
(iii)(A) thereof.

     10. The  definition of the term  "Minimum  Borrowing  Amount"  contained in
Section 10 of the Credit  Agreement  is hereby  amended by  deleting  clause (i)
appearing therein and inserting the following in lieu thereof:

                                     <PAGE>

               "(i)(A)  prior to December  31,  2001,  with  respect to A-1 Term
          Loans incurred  pursuant to any  Additional A-1 Term Loan  Commitments
          that are Dollar  denominated,  $1,000,000  and (B) with respect to all
          other A-1 Term Loans that are Dollar denominated, $5,000,000,"

     11.  The  definitions  of the terms A-1 Term  Loan  Commitment,"  "Required
Banks," and  "Scheduled  Repayments"  in Section 10 of the Credit  Agreement are
hereby amended to read in their entirety as follows:

               "A-1  Term  Loan  Commitment"  shall  mean  the sum of,  (i) with
          respect to each Bank,  the amount set forth  opposite such Bank's name
          on  Schedule  I  directly  below the  column  entitled  "A-1 Term Loan
          Commitment", and (ii) the Additional A-1 Term Loan Commitment, in each
          case as the same may be reduced or terminated pursuant to Section 3.03
          and/or 9.

               "Required Banks" shall mean Non-Defaulting Banks the sum of whose
          outstanding  Term  Loans  (or,  with  respect  to A-1 Term  Loans made
          pursuant  to an  Additional  A-1  Term  Loan  Commitment  prior to the
          Additional A-1 Term Loan Commitment  Termination  Date, the Additional
          A-1 Term Loan  Commitments)  and Revolving Loan  Commitments (or after
          the Total Revolving Loan Commitment has been  terminated,  outstanding
          Revolving  Loans and Revolving  Percentages of  outstanding  Letter of
          Credit Outstandings) constitute greater than 50% of the sum of (i) the
          total  outstanding Term Loans (or, with respect to A-1 Term Loans made
          pursuant  to an  Additional  A-1  Term  Loan  Commitment  prior to the
          Additional A-1 Term Loan Commitment  Termination  Date, the Additional
          A-1 Term Loan Commitments) of Non-Defaulting  Banks and (ii) the Total
          Revolving   Loan   Commitment   less  the  aggregate   Revolving  Loan
          Commitments of Defaulting  Banks (or,  after the Total  Revolving Loan
          Commitment has been terminated,  the total outstanding Revolving Loans
          of Non-Defaulting Banks and the aggregate Revolving Percentages of all
          Non-Defaulting  Banks of the  Letter  of Credit  Outstandings  at such
          time). For purposes of determining the Required Banks at any time, the
          principal amount of each Term Loan denominated in a Alternate Currency
          shall be deemed to be the Dollar Equivalent of the principal amount of
          such Term Loan at such time.

               "Scheduled  Repayments"  shall mean each A-1 Term Loan  Scheduled
          Repayment, each Additional A-1 Term Loan Scheduled Repayment, each A-2
          Term Loan Scheduled Repayment, each A-3 Term Loan Scheduled Repayment,
          each A-4  Term  Loan  Scheduled  Repayment  and  each  A-5  Term  Loan
          Scheduled Repayment.

     12.  Section  10 of the Credit  Agreement  is hereby  amended by  inserting
therein the following new defined terms in the appropriate alphabetical order:

               "Additional  A-1 Term Loan Bank" shall have the meaning  provided
          in Section 1.17(b).

               "Additional A-1 Term Loan Borrowing Date" shall mean the date the
          US Borrower incurs A-1 Term Loans pursuant to Additional A-1 Term Loan
          Commitments.
                                     <PAGE>

               "Additional A-1 Term Loan Commitment"  shall mean, for each Bank,
          any  commitment  to A-1 Term Loans  provided by such Bank  pursuant to
          Section  1.17,  in  such  amount  as  agreed  to by  such  Bank in the
          respective Additional A-1 Term Loan Commitment Agreement.

               "Additional  A-1 Term Loan Commitment  Agreement"  shall mean and
          include each Additional Term Loan Commitment  Agreement  substantially
          in the form of Exhibit O attached  hereto  executed in accordance with
          Section 1.17 hereof.

               "Additional A-1 Term Loan Commitment Date" shall have the meaning
          provided in Section 1.17(b).

               "Additional A-1 Term Loan Commitment Termination Date" shall mean
          December 31, 2001.

               "Additional  A-1 Term Loan  Scheduled  Repayment"  shall have the
          meaning provided in Section 4.02(b)(F).

               "Additional  A-1 Term Loan Scheduled  Repayment  Date" shall have
          the meaning provided in Section 4.02(b)(F).

               "First  Amendment to the Credit  Agreement"  shall mean the First
          Amendment to this Agreement, dated as of October 11, 2001.

               "First  Amendment  Effective Date" shall mean the First Amendment
          Effective Date as defined in the First Amendment to this Agreement.

     13. The Credit  Agreement  is hereby  further  amended by  inserting  a new
Exhibit O thereto in the form of Exhibit O attached hereto.

B.       Miscellaneous Provisions

     1. In order to induce  the  Banks to enter  into  this  Amendment,  each of
Holdings  and  each  Borrower  hereby  represents  and  warrants  that  (i)  the
representations  and warranties made by it contained in the Credit Agreement are
true and  correct  in all  material  respects  on and as of the First  Amendment
Effective Date (as defined  below)  (except with respect to any  representations
and warranties  limited by their terms to a specific  date,  which shall be true
and correct in all material  respects as of such specific date),  and (ii) there
exists no Default or Event of Default  under the Credit  Agreement  on the First
Amendment Effective Date, in each case after giving effect to this Amendment.

     2. The US Borrower hereby covenants and agrees to deliver to the Collateral
Agent within 30 days  following the  incurrence of A-1 Term Loans pursuant to an
Additional  A-1  Term  Loan  Commitment,  (x)  fully  executed  counterparts  of
amendments (the "Mortgage  Amendments"),  in form and substance  satisfactory to
the  Collateral  Agent,  to each of the  Mortgages,  together with evidence that
counterparts of each of the Mortgage Amendments have been delivered to the title
company  insuring the Lien on the  Mortgages  for recording in all places to the
extent  necessary  or  desirable,  in  the  judgment  of the  Collateral  Agent,
effectively to
                                     <PAGE>

maintain a valid and enforceable  first priority  mortgage lien on the Mortgaged
Properties  in favor of the  Collateral  Agent for the  benefit  of the  Secured
Creditors and (y) either  endorsements to the existing  mortgage policies or new
mortgage  policies  assuring the Collateral  Agent that each Mortgage is a valid
and  enforceable  first  priority  mortgage  lien  on the  respective  Mortgaged
Properties,  free and clear of all defects  and  encumbrances  except  Permitted
Encumbrances.

     3. All parties hereto hereby  acknowledge  and agree that all extensions of
credit (including,  without limitation,  all A-1 Term Loans incurred pursuant to
Additional A-1 Term Loan Commitments and all amounts owing with respect thereto)
pursuant to the Credit  Agreement,  as amended by this Amendment and as same may
be amended,  modified or supplemented from time to time in the future,  shall be
entitled to the benefits of all Guaranties and Security  Documents  executed and
delivered  pursuant  to the Credit  Agreement,  and to the benefit of all Credit
Documents.

     4. The US  Borrower  hereby  agrees  to pay each  Bank  which  delivers  an
executed   copy  of  this   Amendment   (by  hard  copy  or  facsimile)  to  the
Administrative  Agent by no later than 12:00  (Noon)  (New York time) on October
17, 2001,  a fee (the "Work Fee") in an amount  equal to $2,000,  which Work Fee
shall be due and payable on the third  Business Day  following the date on which
the Required Banks shall have executed and delivered this First Amendment.

     5. This  Amendment  is limited as  specified  and shall not  constitute  an
amendment,  modification,  acceptance or waiver of any other Credit Agreement or
any other Credit Document.

     6. THIS AMENDMENT AND THE RIGHTS AND  OBLIGATIONS OF THE PARTIES  HEREUNDER
SHALL BE  CONSTRUED IN  ACCORDANCE  WITH AND GOVERNED BY THE LAW OF THE STATE OF
NEW YORK.

     7. This Amendment shall become  effective on the date (the "First Amendment
Effective Date") when Holdings,  each Borrower and the Required Banks shall have
signed a counterpart  hereof  (whether the same or different  counterparts)  and
shall  have  delivered  (including  by  way  of  telecopier)  the  same  to  the
Administrative Agent.

     8. From and after the First Amendment Effective Date, all references in the
Credit  Agreement  and in the  other  Credit  Documents  shall be  deemed  to be
referenced to the Credit Agreement as modified hereby.


                                      * * *

                                     <PAGE>

         IN WITNESS WHEREOF, the undersigned have caused this Amendment to be
duly executed and delivered as of the date first above written.

                         AEARO CORPORATION

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


                         AEARO COMPANY I

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


                         AEARO CANADA LIMITED

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


                         AEARO LIMITED

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


                         CABOT SAFETY INTERMEDIATE CORPORATION

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



                         CSC FSC, INC.

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



                         BANKERS TRUST COMPANY,
                             Individually and as Administrative Agent

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


                         NAME OF LENDER:

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