CONFORMED COPY
  
  
  
  
  
  
  
  
  
  
                         $150,000,000
  
  
                       CREDIT AGREEMENT
  
  
                         dated as of
  
  
                        April 1, 1997
  
  
                            among
  
  
                         Blount, Inc.
  
  
                  Blount International, Inc.
                               
                                
                   The Banks Listed Herein
                               
                               
                                and
  
  
          Morgan Guaranty Trust Company of New York,
                           as Agent
   
    <PAGE>
                          ARTICLE I
  
                         DEFINITIONS
  
     SECTION 1.01.  Definitions. . . . . . . . . . . . . .  1
     SECTION 1.02.  Accounting Terms and
                      Determinations . . . . . . . . . . . 13
  
                          ARTICLE II
  
                         THE CREDITS
  
     SECTION 2.01.  Commitments to Lend. . . . . . . . . . 14
     SECTION 2.02.  Method of Borrowing. . . . . . . . . . 14
     SECTION 2.03.  Notes. . . . . . . . . . . . . . . . . 16
     SECTION 2.04.  Maturity of Loans. . . . . . . . . . . 16
     SECTION 2.05.  Interest Rates . . . . . . . . . . . . 16
     SECTION 2.06.  Facility Fees. . . . . . . . . . . . . 20
     SECTION 2.07.  Optional Termination or Reduction
                      of Commitments . . . . . . . . . . . 20
     SECTION 2.08.  Scheduled Termination of
                      Commitments. . . . . . . . . . . . . 20
     SECTION 2.09.  Optional Prepayments . . . . . . . . . 20
     SECTION 2.10.  General Provisions as to Payments. . . 21
     SECTION 2.11.  Funding Losses . . . . . . . . . . . . 22
     SECTION 2.12.  Computation of Interest and Fees . . . 22
     SECTION 2.13.  Regulation D Compensation. . . . . . . 22
     SECTION 2.14.  Method of Electing Interest Rates. . . 23
     SECTION 2.15.  Maximum Interest Rate. . . . . . . . . 25
  
                         ARTICLE III
  
                          CONDITIONS
  
     SECTION 3.01.  Effectiveness. . . . . . . . . . . . . 25
     SECTION 3.02.  Borrowings . . . . . . . . . . . . . . 27
  
  
                          ARTICLE IV
  
                REPRESENTATIONS AND WARRANTIES
     SECTION 4.01.  Corporate Existence and Power. . . . . 27
     SECTION 4.02.  Corporate and Governmental
                      Authorization; No Contravention. . . 28
     SECTION 4.03.  Binding Effect . . . . . . . . . . . . 28
     SECTION 4.04.  Financial Information. . . . . . . . . 28
     SECTION 4.05.  Litigation . . . . . . . . . . . . . . 29
     SECTION 4.06.  Compliance with ERISA. . . . . . . . . 29
     SECTION 4.07.  Environmental Matters. . . . . . . . . 29
     SECTION 4.08.  Taxes. . . . . . . . . . . . . . . . . 30
     SECTION 4.09.  Subsidiaries . . . . . . . . . . . . . 30
     SECTION 4.10.  Not an Investment Company. . . . . . . 30
     SECTION 4.11.  Full Disclosure. . . . . . . . . . . . 30
  
  
                          ARTICLE V
  
                          COVENANTS
     SECTION 5.01.  Information. . . . . . . . . . . . . . 31
     SECTION 5.02.  Payment of Obligations . . . . . . . . 33
     SECTION 5.03.  Maintenance of Property; Insurance . . 34
     SECTION 5.04.  Conduct of Business and
                      Maintenance of Existence . . . . . . 34
     SECTION 5.05.  Compliance with Laws . . . . . . . . . 35
     SECTION 5.06.  Inspection of Property, Books and
                      Records. . . . . . . . . . . . . . . 35
     SECTION 5.07.  Leverage Ratio . . . . . . . . . . . . 35
                    SECTION 5.08.  Negative Pledge . . . . 36
     SECTION 5.09.  Limitation on Subsidiary Debt. . . . . 37
     SECTION 5.10.  Fixed Charge Coverage Ratio. . . . . . 37
     SECTION 5.11.  Consolidations, Mergers and Sales
                      of Assets. . . . . . . . . . . . . . 37
     SECTION 5.12.  Use of Proceeds. . . . . . . . . . . . 38
     SECTION 5.13.  Transactions with Affiliates . . . . . 38
  
  
                          ARTICLE VI
  
                           DEFAULTS
     SECTION 6.01.  Events of Default. . . . . . . . . . . 38
     SECTION 6.02.  Notice of Default. . . . . . . . . . . 41
  
                         ARTICLE VII
  
                          THE AGENT
  
     SECTION 7.01.  Appointment and Authorization. . . . . 41
     SECTION 7.02.  Agent and Affiliates . . . . . . . . . 41
     SECTION 7.03.  Action by Agent. . . . . . . . . . . . 42
     SECTION 7.04.  Consultation with Experts. . . . . . . 42
     SECTION 7.05.  Liability of Agent . . . . . . . . . . 42
     SECTION 7.06.  Indemnification. . . . . . . . . . . . 42
     SECTION 7.07.  Credit Decision. . . . . . . . . . . . 43
     SECTION 7.08.  Successor Agent. . . . . . . . . . . . 43
     SECTION 7.09.  Agent's Fee. . . . . . . . . . . . . . 43
  
                         ARTICLE VIII
  
                   CHANGE IN CIRCUMSTANCES
  
     SECTION 8.01.  Basis for Determining Interest
                      Rate Inadequate or Unfair. . . . . . 44
     SECTION 8.02.  Illegality . . . . . . . . . . . . . . 44
     SECTION 8.03.  Increased Cost and Reduced Return. . . 45
     SECTION 8.04.  Taxes. . . . . . . . . . . . . . . . . 46
     SECTION 8.05.  Base Rate Loans Substituted for
                      Affected Fixed Rate Loans. . . . . . 48
     SECTION 8.06.  Substitution of Bank.. . . . . . . . . 49
  
  
                          ARTICLE IX
  
                           GUARANTY
     SECTION 9.01.  The Guaranty . . . . . . . . . . . . . 49
     SECTION 9.02.  Guaranty Unconditional . . . . . . . . 49
     SECTION 9.03.  Discharge Only Upon Payment In
                      Full; Reinstatement In Certain
                      Circumstances. . . . . . . . . . . . 50
     SECTION 9.04.  Waiver by the Guarantor. . . . . . . . 51
     SECTION 9.05.  Subrogation. . . . . . . . . . . . . . 51
     SECTION 9.06.  Stay of Acceleration . . . . . . . . . 51
  
                          ARTICLE X
  
                        MISCELLANEOUS
     SECTION 10.01.  Notices . . . . . . . . . . . . . . . 51
     SECTION 10.02.  No Waivers. . . . . . . . . . . . . . 52
     SECTION 10.03.  Expenses; Indemnification . . . . . . 52
     SECTION 10.04.  Sharing of Set-Offs . . . . . . . . . 52
     SECTION 10.05.  Amendments and Waivers. . . . . . . . 53
     SECTION 10.06.  Successors and Assigns. . . . . . . . 53
     SECTION 10.07.  Collateral. . . . . . . . . . . . . . 55
     SECTION 10.08.  Governing Law; Submission to
                      Jurisdiction . . . . . . . . . . . . 55
     SECTION 10.09.  Counterparts; Integration . . . . . . 56
  
  
  
  
       PRICING SCHEDULE A
       PRICING SCHEDULE B
  
       EXHIBIT A -    NOTE
       EXHIBIT B -    OPINION OF COUNSEL FOR THE
                      BORROWER AND THE GUARANTOR
       EXHIBIT C -    OPINION OF DAVIS POLK & WARDWELL
                      SPECIAL COUNSEL FOR THE AGENT
       EXHIBIT D -    ASSIGNMENT AND ASSUMPTION AGREEMENT
                               
    <PAGE>
  
  
                       CREDIT AGREEMENT
  
  
  
  
            AGREEMENT dated as of April 1, 1997 among BLOUNT,
  INC., BLOUNT INTERNATIONAL, INC., the BANKS listed on the
  signature pages hereof and MORGAN GUARANTY TRUST COMPANY OF
  NEW YORK, as Agent. 
  
            The parties hereto agree as follows:
  
  
                          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 2.05(b).
  
            "Affiliate" means any Person (other than a
  Subsidiary) directly or indirectly controlling or controlled
  by or under direct or indirect common control with the
  Guarantor.  For the purposes of this definition, "control"
  when used with respect to any specified Person means the
  power to direct the management and policies of such Person,
  directly or indirectly, whether through the ownership of
  voting securities, by contract or otherwise; and the terms
  "controlling" and "controlled" have meanings correlative to
  the foregoing.
  
            "Administrative Questionnaire" means, with respect
  to each Bank, an administrative questionnaire in the form
  prepared by the Agent and submitted to the Agent (with a
  copy to the Borrower) duly completed by such Bank. 
  
            "Agent" means Morgan Guaranty Trust Company of New
  York in its capacity as agent for the Banks hereunder, and
  its successors in such capacity. 
  
            "Allowed Sales of Receivables" means sales of
  accounts receivable or interests therein permitted under
  Section 5.08(g).
  
            "Applicable Lending Office" means, with respect to
  any Bank, (i) in the case of its Domestic Loans, its
  Domestic Lending Office and (ii) in the case of its
  Euro-Dollar Loans, its Euro-Dollar Lending Office. 
  
            "Assessment Rate" has the meaning set forth in
  Section 2.05(b). 
  
            "Assignee" has the meaning set forth in Section
  10.06(c). 
  
            "Bank" means each bank listed on the signature
  pages hereof, each Assignee which becomes a Bank pursuant to
  Section 10.06(c), and their respective successors. 
  
            "Base Rate" means, for any day, a rate per annum
  equal to the higher of (i) the Prime Rate for such day and
  (ii) the sum of 1/2 of 1% plus the Federal Funds Rate for
  such day. 
  
            "Base Rate Loan" means a Loan which bears interest
  at the Base Rate pursuant to the applicable Notice of
  Borrowing or Notice of Interest Rate Election or the
  provisions of Section 2.05(a) or 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. 
  
            "Blount Family" means Winton M. Blount, his direct
  descendants and his spouse, taken as a single Person. 
  
            "Borrower" means Blount, Inc., a Delaware
  corporation, and its successors. 
  
            "Borrower's Form 10-K" means the Borrower's
  transition report on Form 10-K for the ten months ended
  December 31, 1996, as filed with the Securities and Exchange
  Commission pursuant to the Securities Exchange Act of 1934. 
  
            "Borrowing" means a borrowing hereunder consisting
  of Loans made to the Borrower at the same time by the Banks
  pursuant to Article II.  A Borrowing is a "Domestic
  Borrowing" if such Loans are Domestic Loans or a
  "Euro-Dollar Borrowing" if such Loans are Euro-Dollar Loans. 
  A Domestic Borrowing is a "CD Borrowing" if such Domestic
  Loans are CD Loans or a "Base Rate Borrowing" if such
  Domestic Loans are Base Rate Loans. 
  
            "CD Base Rate" has the meaning set forth in
  Section 2.05(b). 
  
            "CD Loan" means a Loan which bears interest at a
  CD Rate pursuant to the applicable Notice of Borrowing or
  Notice of Interest Rate Election. 
  
            "CD Rate" means a rate of interest determined
  pursuant to Section 2.05(b) on the basis of an Adjusted CD
  Rate.  
  
            "CD Reference Banks" means Bank of America
  National Trust and Savings Association, NationsBank, N.A.
  (South) and Morgan Guaranty Trust Company of New York. 
  
            "Commitment" means, with respect to each Bank, the
  amount set forth opposite the name of such Bank on the
  signature pages hereof, as such amount may be reduced from
  time to time pursuant to Sections 2.07 or 10.06(c) or
  increased from time to time pursuant to Section 10.06(c);
  and "Commitments" means, as of any date, the aggregate of
  all such amounts on such date. 
  
            "Consolidated Capital Expenditures" means, for any
  period, the additions to property, plant and equipment of
  the Guarantor and its Consolidated Subsidiaries for such
  period, as the same are or would be set forth in a
  consolidated statement of cash flows of the Guarantor and
  its Consolidated Subsidiaries for such period.
            
            "Consolidated Debt" means at any date the Debt of
  the Guarantor and its Consolidated Subsidiaries, determined
  on a consolidated basis as of such date. 
  
            "Consolidated EBITDA" means, for any period,
  Consolidated Net Income for such period plus, to the extent
  deducted in determining Consolidated Net Income for such
  period, the aggregate amount of Consolidated Interest
  Expense, income tax expense, depreciation, amortization and
  other non-cash gains or losses including such gains or
  losses from discontinued operations.
  
            "Consolidated Interest Expense" means, for any
  period, the interest expense of the Guarantor and its
  Consolidated Subsidiaries, determined on a consolidated
  basis for such period.
  
            "Consolidated Net Income" means, for any period,
  the consolidated net income of the Guarantor and its
  Consolidated Subsidiaries during such period, before
  extraordinary gains (or losses) and the cumulative effect of
  accounting changes during such period.
  
            "Consolidated Net Worth" means at any date the
  consolidated stockholders' equity of the Guarantor and its
  Consolidated Subsidiaries determined as of such date.
            
            "Consolidated Operating Cash Flow" means, for a
  period, the sum of (i) Consolidated Net Income for such
  period plus (ii) to the extent deducted in determining
  Consolidated Net Income for such period, depreciation,
  amortization and other non-cash gains or losses including
  such gains or losses from discontinued operations plus (iii)
  to the extent reflected in Consolidated Net Income for such
  period, any increase (or minus any decrease) during such
  period in deferred income taxes of the Guarantor and its
  Consolidated Subsidiaries, taken as a whole.
  
            "Consolidated Rental Expense" means, for any
  period, the aggregate rental expense (net of sub-lease
  income) of the Guarantor and its Consolidated Subsidiaries,
  determined on a consolidated basis for such period.
            
            "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 such Person's consolidated financial statements if
  such statements were prepared as of such date; unless
  otherwise specified, Consolidated Subsidiary means a
  Consolidated Subsidiary of the Guarantor (which may be the
  Borrower or a Subsidiary of the Borrower). 
  
            "Debt" of any Person means at any date, without
  duplication, (i) all obligations of such Person for borrowed
  money, (ii) all obligations of such Person evidenced by
  bonds, debentures, notes or other similar instruments, (iii)
  all obligations of such Person to pay the deferred purchase
  price of property or services, except trade accounts payable
  arising in the ordinary course of business, (iv) all
  obligations of such Person as lessee that are capitalized in
  accordance with generally accepted accounting principles,
  (v) all Debt of others secured by a Lien on any asset of
  such Person, whether or not such Debt is assumed by such
  Person, (vi) all Debt of others Guaranteed by such Person
  and (vii) all contingent or non-contingent obligations of
  such Person to reimburse any bank or other Person in respect
  of amounts paid or payable (currently or in the future, on a
  contingent or non-contingent basis) under a letter of credit
  or similar instrument; provided that Debt shall not be
  deemed to include (A) letters of credit or letters of
  guaranty or keepwells on comfort letters with respect to
  bids, payment or performance in connection with contracts
  for construction or related work entered into in the
  ordinary course of business of such Person, (B) contingent
  liabilities up to a maximum of $20,000,000 relating to the
  specialty steel operations previously owned by the Borrower
  or (C) letters of credit and notes payable in an aggregate
  amount (without duplication) at any time not to exceed
  $30,000,000 with respect to insurance so long as all related
  liabilities required by generally accepted accounting
  principles to have been accrued by the Guarantor or a
  Consolidated Subsidiary have at the time been accrued as
  liabilities.  Except as provided in Section 5.09, Debt shall
  be deemed to include an amount in respect of accounts
  receivable or interests therein sold by such Person equal to
  the greater of (1) the amount of any recourse obligation on
  account of uncollectibility of such accounts receivable or
  interests and (2) an amount equal to the unrecovered
  purchase price paid by the purchaser of such accounts
  receivable or interests.  
  
            "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
  payment 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.
  
            "Domestic Business Day" means any day except a
  Saturday, Sunday or other day on which commercial banks in
  New York City or, with respect to any Borrowing pursuant to
  Section 2.02(a)(z), Chicago, Illinois are authorized by law
  to close. 
  
            "Domestic Lending Office" means, as to each Bank,
  its office located at its address set forth in its
  Administrative Questionnaire (or identified in its
  Administrative Questionnaire as its Domestic Lending Office)
  or such other office as such Bank may hereafter designate as
  its Domestic Lending Office by notice to the Borrower and
  the Agent; provided that any Bank may so designate separate
  Domestic Lending Offices for its Base Rate Loans, on the one
  hand, and its CD Loans, on the other hand, in which case all
  references herein to the Domestic Lending Office of such
  Bank shall be deemed to refer to either or both of such
  offices, as the context may require. 
  
            "Domestic Loans"  means CD Loans or Base Rate
  Loans or both. 
  
            "Domestic Reserve Percentage" has the meaning set
  forth in Section 2.05(b). 
  
            "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,
  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 Guarantor, the Borrower,
  any Subsidiary and all members of a controlled group of
  corporations and all trades or businesses (whether or not
  incorporated) under common control which, together with the
  Guarantor, the Borrower or any Subsidiary, are treated as a
  single employer under Section 414(b) or (c) of the Internal
  Revenue Code. 
  
            "Euro-Dollar Business Day" means any Domestic
  Business Day on which commercial banks are open for
  international business (including dealings in dollar
  deposits) in London. 
  
            "Euro-Dollar Lending Office" means, as to each
  Bank, its office, branch or affiliate located at its address
  set forth in its Administrative Questionnaire (or identified
  in its Administrative Questionnaire as its Euro-Dollar
  Lending Office) or such other office, branch or affiliate of
  such Bank as it may hereafter designate as its Euro-Dollar
  Lending Office by notice to the Borrower and the Agent. 
  
            "Euro-Dollar Loan" means a Loan which bears
  interest at a Euro-Dollar Rate pursuant to the applicable
  Notice of Borrowing or Notice of Interest Rate Election.
  
            "Euro-Dollar Rate" means a rate of interest
  determined pursuant to Section 2.05(c) on the basis of a
  London Interbank Offered Rate.
  
            "Euro-Dollar Reference Banks" means the principal
  London offices of Bank of America National Trust and Savings
  Association, NationsBank, N.A. (South) and Morgan Guaranty
  Trust Company of New York. 
  
            "Euro-Dollar Reserve Percentage" has the meaning
  set forth in Section 2.13. 
  
            "Event of Default" has the meaning set forth in
  Section 6.01. 
  
            "Existing Credit Agreement" means the Credit
  Agreement dated as of December 22, 1994 among the Borrower,
  the banks parties thereto and Morgan Guaranty Trust Company
  of New York, as agent, as amended to the Effective Date.
  
            "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 Morgan Guaranty
  Trust Company of New York on such day on such transactions
  as determined by the Agent. 
  
            "Fixed Charge Coverage Ratio" means, at any date,
  the ratio of (i) the sum of (A) Consolidated EBITDA plus (B)
  Consolidated Rental Expense minus (C) Consolidated Capital
  Expenditures for the period of four consecutive fiscal
  quarters then ended to (ii) the sum of Consolidated Interest
  Expense and Consolidated Rental Expense for such period.
  
            "Fixed Rate Borrowing" means a CD Borrowing or a
  Euro-Dollar Borrowing. 
  
            "Fixed Rate Loans" means CD Loans or Euro-Dollar
  Loans or both. 
  
            "Group of Loans" means, at any time, a group of
  Loans consisting of (i) all Loans which are Base Rate Loans
  at such time, (ii) all Euro-Dollar Loans having the same
  Interest Period at such time or (iii) all CD Loans having
  the same Interest Period at such time, provided that, if a
  Loan of any particular Bank is converted to or made as a
  Base Rate Loan pursuant to Article VIII, such Loan shall be
  included in the same Group or Groups of Loans from time to
  time as it would have been in if it had not been so
  converted or made.
  
            "Guarantee" by any Person means any obligation,
  contingent or otherwise, of such Person directly or
  indirectly guaranteeing any Debt of any other Person and,
  without limiting the generality of the foregoing, any
  obligation, 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 holder of such
  Debt of the payment thereof or to protect such holder
  against loss in respect thereof (in whole or in part),
  provided that the term Guarantee shall not include
  endorsements for collection or deposit in the ordinary
  course of business.  The term "Guarantee" used as a verb has
  a corresponding meaning.  For purposes of any provision of
  this Agreement which requires quantification of an amount of
  Debt of the Guarantor and/or one or more of its
  Subsidiaries, Debt which is Guaranteed by the Guarantor or
  any Subsidiary together with all Guarantees of such Debt by
  the Guarantor and its Subsidiaries shall be counted as a
  single obligation.
  
            "Guarantor" means Blount International, Inc., a
  Delaware corporation and its successors. 
  
            "Guarantor's Form 10-K" means the Guarantor's
  transition report on Form 10-K for the ten months ended
  December 31, 1996, as filed with the Securities and Exchange
  Commission pursuant to the Securities Exchange Act of 1934. 
            
            "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.
  
            "Indemnitee" has the meaning set forth in Section
  10.03(b). 
  
            "Interest Period" means:  (1) with respect to each
  Euro-Dollar Loan, the period commencing on the date of
  borrowing specified in the applicable Notice of Borrowing or
  on the date specified in an applicable Notice of Interest
  Rate Election and ending one, two, three or six months
  thereafter (or such other period of time as may at the time
  be mutually agreed by the Borrower and the Banks), as the
  Borrower may elect in such notice; provided that:
  
            (a)  an Interest Period of twelve months may be
         elected by the Borrower without the agreement of the
         Banks if such election is made in respect of the
         Borrower's first Borrowing under this Agreement and if
         such first Borrowing occurs not later than May 31,
         1997;
  
            (b)  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 Euro-Dollar Business Day falls in
         another calendar month, in which case such Interest
         Period shall end on the next preceding Euro-Dollar
         Business Day;
  
            (c)  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 end on the last Euro-Dollar Business Day
         of such calendar month; and
  
            (d)  any Interest Period that would otherwise end
         after the Termination Date shall end on the Termination
         Date. 
  
  (2)  with respect to each CD Loan, the period commencing on
  the date of borrowing specified in the applicable Notice of
  Borrowing or on the date specified in an applicable Notice
  of Interest Rate Election and ending 30, 60, 90 or 180 days
  thereafter (or such other period of time as may at the time
  be mutually agreed by the Borrower and the Banks), as the
  Borrower may elect in such notice; 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; and
  
            (b)  any Interest Period that would otherwise end
         after the Termination Date shall end on the Termination
         Date.
  
            "Internal Revenue Code" means the Internal Revenue
  Code of 1986, as amended, or any successor statute. 
  
            "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
  purposes of this Agreement, the Guarantor, the Borrower or
  any Subsidiary shall be deemed to own subject to a Lien any
  asset that it has acquired or holds subject to the interest
  of a vendor or lessor under any conditional sale agreement,
  capital lease or other title retention agreement relating to
  such asset. 
  
            "Loan" means a Domestic Loan or a Euro-Dollar Loan
  and "Loans" means Domestic Loans or Euro-Dollar Loans or
  both; provided that, if any such loan or loans (or portions
  thereof) are combined or subdivided pursuant to a Notice of
  Interest Rate Election, the term Loan shall refer to the
  combined principal amount resulting from such combination or
  to each of the separate principal amounts resulting from
  such subdivision, as the case may be.
  
            "London Interbank Offered Rate" has the meaning
  set forth in Section 2.05(c). 
  
            "Material Commitment" means an outstanding
  commitment by a financial institution or a syndicate of
  financial institutions to provide financial accommodations
  to the Guarantor and/or the Borrower and/or one or more
  Subsidiaries, arising in one or more related or unrelated
  transactions, in an amount exceeding in the aggregate
  $5,000,000.
  
            "Material Financial Obligations" means a principal
  or face amount of Debt and/or (in the case of Section
  6.01(e)) payment obligations in respect of, or (in the case
  of Section 6.01(f)) marked-to-market value of, Derivatives
  Obligations of the Guarantor and/or the Borrower and/or one
  or more Subsidiaries, arising in one or more related or
  unrelated transactions, exceeding in the aggregate
  $5,000,000.
  
            "Material Plan" means at any time a Plan or Plans
  having aggregate Unfunded Liabilities in excess of
  $5,000,000. 
  
            "Material Subsidiary" means any Subsidiary which
  is a "significant subsidiary" as defined under Regulation S-
  X of the Securities Act of 1933, as amended, as in effect on
  the date hereof. 
  
            "Moody's" means Moody's Investor Service, Inc.
  
            "Multiemployer Plan" means at any time an employee
  pension benefit plan within the meaning of Section
  4001(a)(3) of ERISA to which any member of the ERISA Group
  is then making or accruing an obligation to make
  contributions or has within the preceding five plan years
  made contributions, including for these purposes any Person
  which ceased to be a member of the ERISA Group during such
  five year period but only with respect to the period during
  which such Person was a member of the ERISA Group.
  
            "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
  "Note" means any one of such promissory notes issued
  hereunder. 
  
            "Notice of Interest Rate Election" has the meaning
  set forth in Section 2.14.
  
            "Notice of Borrowing" has the meaning set forth in
  Section 2.02. 
  
            "Parent" means, with respect to any Bank, any
  Person controlling such Bank. 
  
            "Participant" has the meaning set forth in Section
  10.06(b). 
  
            "PBGC" means the Pension Benefit Guaranty
  Corporation or any entity succeeding to any or all of its
  functions under ERISA. 
  
            "Person" means an individual, a corporation, a
  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 IV of ERISA or subject to the minimum
  funding standards under Section 412 of the Internal Revenue
  Code and either (i) is maintained, or contributed to, by any
  member of the ERISA Group for employees of any member of the
  ERISA Group or (ii) where Section 4069(a) of ERISA would be
  applicable, has at any time within the preceding five years
  been maintained, or contributed to, by any Person which was
  at such time a member of the ERISA Group for employees of
  any Person which was at such time a member of the ERISA
  Group. 
  
            "Pricing Schedule" means (i) Pricing Schedule A
  attached hereto, unless and until the Borrower shall have
  elected, by not less than five Domestic Business Days'
  notice to the Banks, that Pricing Schedule B attached hereto
  be the Pricing Schedule and (ii) on and after the effective
  date of such notice, Pricing Schedule B attached hereto. 
  Such election, if made, shall be irrevocable; provided that
  if, subsequent to such election, the Borrower's senior
  unsecured long-term debt is rated by neither Moody's nor
  S&P, the Borrower may revoke such election; and provided
  further that if, subject subsequent to such revocation of
  such election, the Borrower's senior unsecured long-term
  debt is again rated by Moody's and/or S&P, the Borrower may
  again make the irrevocable election specified in clause (ii)
  above.
  
            "Prime Rate" means the rate of interest publicly
  announced by Morgan Guaranty Trust Company of New York in
  New York City from time to time as its Prime Rate. 
  
            "Quarterly Payment Dates" means each April 10,
  July 10, October 10 and January 10 (or if any such day is
  not a Domestic Business Day, the next succeeding Domestic
  Business Day).
  
            "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 that,
  after application of the proceeds thereof, results in no net
  increase in the outstanding principal amount of Loans made
  by any Bank. 
  
            "Regulation U" means Regulation U of the Board of
  Governors of the Federal Reserve System, as in effect from
  time to time. 
  
            "Required Banks" means at any time Banks having at
  least 66 2/3% of the aggregate amount of the Commitments or,
  if the Commitments shall have been terminated, holding Notes
  evidencing at least 66 2/3% of the aggregate unpaid
  principal amount of the Loans. 
  
            "Revolving Credit Period" means the period from
  and including the Effective Date to but not including the
  Termination Date.
  
            "S&P" means Standard & Poor's Ratings Services. 
  
            "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; unless otherwise specified,
  Subsidiary means a Subsidiary of the Guarantor (which may be
  the Borrower or a Subsidiary of the Borrower). 
  
            "Termination Date" means April 1, 2002 (or if such
  date is not a Euro-Dollar Business Day, the next preceding
  Euro-Dollar Business Day). 
  
            "Unfunded Liabilities" means, with respect to any
  Plan at any time, the amount (if any) by which (i) the
  present 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 Consolidated Subsidiary" means any
  Consolidated 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 the Guarantor. 
  
            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 as in effect from time to time,
  applied on a basis consistent (except for changes concurred
  in by the Guarantor's independent public accountants) with
  the most recent audited consolidated financial statements of
  the Guarantor and its Consolidated Subsidiaries delivered to
  the Banks; provided that, if the Borrower notifies the Agent
  that the Borrower wishes to amend any covenant in Article V
  to eliminate a material variation in the operation of such
  covenant by virtue of a change in generally accepted
  accounting principles (or if the Agent notifies the Borrower
  that the Required Banks wish to amend Article V for such
  purpose), then 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
  Guarantor, the Borrower and the Required Banks.
  
  
  
                          ARTICLE II
  
                         THE CREDITS
  
            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 lend to
  the Borrower from time to time amounts not to exceed in the
  aggregate at any one time outstanding the amount of its
  Commitment.  Each Borrowing under this Section shall be in
  an aggregate principal amount of $5,000,000 or any larger
  multiple of $1,000,000 (except that any such Borrowing may
  be in the aggregate amount of the unused Commitments) 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 2.09, prepay Loans and
  reborrow at any time during the Revolving Credit Period
  under this Section.
  
            SECTION 2.02.  Method of Borrowing.  (a) The
  Borrower shall give the Agent notice (a "Notice of
  Borrowing") not later than 10:00 A.M. (New York City time)
  at least two Domestic Business Days before each CD
  Borrowing, (y) at least three Euro-Dollar Business Days
  before each Euro-Dollar Borrowing and (z) on the day of each
  Base Rate Borrowing, specifying:
  
            (i)  the date of such Borrowing, which shall be a
         Domestic Business Day in the case of a Domestic
         Borrowing or a Euro-Dollar Business Day in the case of
         a Euro-Dollar Borrowing,
  
           (ii)  the aggregate amount of such Borrowing,
  
          (iii)  whether the Loans comprising such Borrowing
         are to bear interest initially at the Base Rate, a CD
         Rate or a Euro-Dollar Rate, and
  
           (iv)  in the case of a Fixed Rate Borrowing, the
         duration of the initial Interest Period applicable
         thereto, subject to the provisions of the definition of
         Interest Period.
  
            (b)  Upon receipt of a Notice of Borrowing, the
  Agent shall promptly notify each Bank of the contents
  thereof and of such Bank's ratable share of such Borrowing
  and, except as provided in Section 8.01, such Notice of
  Borrowing shall not thereafter be revocable by the Borrower. 
  Notwithstanding the foregoing, no more than eight Fixed Rate
  Borrowings shall be outstanding at any one time, and any
  Borrowing that would exceed such limitation shall be made as
  a Base Rate Borrowing.  
  
            (c)  Not later than 1:00 P.M. (New York City time)
  on the date of each Borrowing, each Bank shall make
  available its share of such Borrowing, in Federal or other
  funds immediately available in New York City, to the Agent
  at its address referred to in Section 10.01.  Unless the
  Agent determines that any applicable condition specified in
  Article III has not been satisfied, the Agent will make the
  funds so received from the Banks available to the Borrower
  at the Agent's aforesaid address. 
  
            (d)  Unless the Agent shall have received notice
  from a Bank prior to the date of any Borrowing that such
  Bank will not make available to the Agent such Bank's share
  of such Borrowing, the Agent may assume that such Bank has
  made such share available to the Agent on the date of such
  Borrowing in accordance with subsection (c) of this Section
  2.02 and the Agent may, in reliance upon such assumption,
  make available to the Borrower on such date a corresponding
  amount.  If and to the extent that such Bank shall not have
  so made such share available to the Agent, such Bank and the
  Borrower severally agree to repay to the Agent forthwith on
  demand such corresponding amount together with interest
  thereon, for each day from the date such amount is made
  available to the Borrower until the date such amount is
  repaid to the 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
  2.05 and (ii) in the case of such Bank, the Federal Funds
  Rate.  If such Bank shall repay to the Agent such
  corresponding amount, such amount so repaid shall constitute
  such Bank's Loan included in such Borrowing for purposes of
  this Agreement.  Nothing in this subsection (d) shall
  relieve any Bank of responsibility for any default in
  performance of its obligations hereunder, which may include
  responsibility to reimburse the Borrower for incremental
  interest costs incurred by it as a consequence of such
  default.
  
            SECTION 2.03.  Notes.  (a)  The Loans of each Bank
  shall be evidenced by a single Note payable to the order of
  such Bank for the account of its Applicable Lending Office
  in an amount equal to the aggregate unpaid principal amount
  of such Bank's Loans. 
  
            (b)  Each Bank may, by notice to the Borrower and
  the Agent, request that its Loans of a particular type be
  evidenced by a separate Note in an amount equal to the
  aggregate unpaid principal amount of such Loans.  Each such
  Note shall be in substantially the form of Exhibit A hereto
  with appropriate modifications to reflect the fact that it
  evidences solely Loans of the relevant type.   Each
  reference in this Agreement to the "Note" of such Bank shall
  be deemed to refer to and include any or all of such Notes,
  as the context may require. 
  
            (c)  Upon receipt of each Bank's Note pursuant to
  Section 3.01(b), the Agent shall forward such Note to such
  Bank.  Each Bank shall record the date, amount and type of
  each Loan made by it and the date and amount of each payment
  of principal made by the Borrower with respect thereto, and
  may, if such Bank so elects in connection with any transfer
  or enforcement of its Note, endorse on the schedule forming
  a part thereof appropriate notations to evidence the
  foregoing information with respect to each such Loan then
  outstanding; provided that the failure of any Bank to make
  any such recordation or endorsement shall not affect the
  obligations of the Borrower hereunder or under the Notes.  
  Each Bank is hereby irrevocably authorized by the Borrower
  so to endorse its Note and to attach to and make a part of
  its Note a continuation of any such schedule as and when
  required. 
  
            SECTION 2.04.  Maturity of Loans.  Each Loan shall
  mature, and the principal amount thereof shall be due and
  payable (together with interest accrued thereon), on the
  Termination Date.
  
            SECTION 2.05.  Interest Rates.  (a)  Each Base
  Rate Loan shall bear interest on the outstanding principal
  amount thereof, for each day from the date such Loan is made
  until it becomes due, at a rate per annum equal to the Base
  Rate for such day.   Such interest shall be payable at
  maturity, quarterly in arrears on each Quarterly Payment
  Date prior to maturity and, with respect to the principal
  amount of any Base Rate Loan converted to a CD Loan or a
  Euro-Dollar Loan, on the date such amount is so converted.
  Any overdue principal of or interest on any Base Rate Loan
  shall bear interest, payable on demand, for each day until
  paid at a rate per annum equal to the sum of 2% plus the
  rate otherwise applicable to Base Rate Loans for such day. 
  
            (b)  Each CD Loan shall bear interest on the
  outstanding principal amount thereof, for each day during
  each Interest Period applicable thereto, at a rate per annum
  equal to the sum of the CD Margin for such day plus the
  Adjusted CD Rate for such Interest Period; provided that if
  any CD Loan shall, as a result of clause (2)(b) of the
  definition of Interest Period, have an Interest Period of
  less than 30 days, such CD Loan shall bear interest 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, at intervals of
  90 days after the first day thereof.   Any overdue principal
  of or interest on any CD Loan shall bear interest, payable
  on demand, for each day until paid at a rate per annum equal
  to the sum of 2% plus the higher of (i) the sum of the CD
  Margin for such day plus the Adjusted CD Rate applicable to
  such Loan on the day before such payment was due and (ii)
  the rate applicable to Base Rate Loans for such day. 
  
            "CD Margin" means a rate per annum determined in
  accordance with the Pricing Schedule.
  
            The "Adjusted CD Rate" applicable to any Interest
  Period means a rate per annum determined pursuant to the
  following formula:
  
  
                    [ CDBR       ]*
           ACDR   = [ ---------- ]  + AR
                    [ 1.00 - DRP ]
  
           ACDR   =  Adjusted CD Rate
           CDBR   =  CD Base Rate
            DRP   =  Domestic Reserve Percentage
             AR   =  Assessment Rate
  
       __________
       *  The amount in brackets being rounded upward, if
       necessary, to the next higher 1/100 of 1%
  
            The "CD Base Rate" applicable to any Interest
  Period is the rate of interest determined by the Agent to be
  the average (rounded upward, if necessary, to the next
  higher 1/100 of 1%) of the prevailing rates per annum bid at
  10:00 A.M. (New York City time) (or as soon thereafter as
  practicable) on the first day of such Interest Period by two
  or more New York certificate of deposit dealers of
  recognized standing for the purchase at face value from each
  CD Reference Bank of its certificates of deposit in an
  amount comparable to the principal amount of the CD Loan of
  such CD Reference Bank to which such Interest Period applies
  and having a maturity comparable to such Interest Period. 
  
            "Domestic Reserve Percentage" means for any day
  that percentage (expressed as a decimal) which is in effect
  on such day, as prescribed by the Board of Governors of the
  Federal Reserve System (or any successor) for determining
  the maximum reserve requirement (including without
  limitation any basic, supplemental or emergency reserves)
  for a member bank of the Federal Reserve System in New York
  City with deposits exceeding five billion dollars in respect
  of new non-personal time deposits in dollars in New York
  City having a maturity comparable to the related Interest
  Period and in an amount of $100,000 or more.  The Adjusted
  CD Rate shall be adjusted automatically on and as of the
  effective date of any change in the Domestic Reserve
  Percentage. 
  
            "Assessment Rate" means for any day the annual
  assessment rate in effect on such day which is payable by a
  member of the Bank Insurance Fund classified as adequately
  capitalized and within supervisory subgroup "A" (or a
  comparable successor assessment risk classification) within
  the meaning of 12 C.F.R. Section 327.4(a) (or any successor
  provision) to the Federal Deposit Insurance Corporation (or
  any successor) for such Corporation's (or such successor's)
  insuring time deposits at offices of such institution in the
  United States.  The Adjusted CD Rate shall be adjusted
  automatically on and as of the effective date of any change
  in the Assessment Rate.
  
            (c)  Each Euro-Dollar Loan shall bear interest on
  the outstanding principal amount thereof, for each day
  during each Interest Period applicable thereto, at a rate
  per annum equal to the sum of the Euro-Dollar Margin for
  such day plus the London Interbank Offered Rate applicable
  to such Interest Period.  Such interest shall be payable for
  each Interest Period on the last day thereof and, if such
  Interest Period is longer than three months, at intervals of
  three months after the first day thereof. 
  
            "Euro-Dollar Margin" means a rate per annum
  determined in accordance with the Pricing Schedule.
  
            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 Euro-Dollar Loan of such Euro-Dollar
  Reference Bank to which such Interest Period is to apply and
  for a period of time comparable to such Interest Period. 
  
            (d)  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 2% plus the higher of (i) the sum
  of the Euro-Dollar Margin for such day plus the London
  Interbank Offered Rate applicable to such Loan on the day
  before such payment was due and (ii) the Euro-Dollar Margin
  for such day plus the quotient obtained (rounded upward, if
  necessary, to the next higher 1/100 of 1%) by dividing (x)
  the average (rounded upward, if necessary, to the next
  higher 1/16 of 1%) of the respective rates per annum at
  which one day (or, if such amount due remains unpaid more
  than three Euro-Dollar Business Days, then for such other
  period of time not longer than three months as the Agent may
  select) deposits in dollars in an amount approximately equal
  to such overdue payment due to each of the Euro-Dollar
  Reference Banks are offered to such Euro-Dollar Reference
  Bank in the London interbank market for the applicable
  period determined as provided above by (y) 1.00 minus the
  Euro-Dollar Reserve Percentage (or, if the circumstances
  described in clause (a) or (b) of Section 8.01 shall exist,
  at a rate per annum equal to the sum of 2% plus the rate
  applicable to Base Rate Loans for such day). 
  
            (e)  The Agent shall determine each interest rate
  applicable to the Loans hereunder.  The Agent shall give
  prompt notice to the Borrower and the Banks of each rate of
  interest so determined, and its determination thereof shall
  be conclusive in the absence of manifest error. 
  
            (f)  Each Reference Bank which is a Bank agrees
  and each Bank whose affiliate is a Reference Bank agrees to
  cause such affiliate to use its best efforts to furnish
  quotations to the Agent as contemplated hereby.  If any
  Reference Bank does not furnish a timely quotation, the
  Agent shall determine the relevant interest rate on the
  basis of the quotation or quotations furnished by the
  remaining Reference Bank or Banks or, if none of such
  quotations is available on a timely basis, the provisions of
  Section 8.01 shall apply. 
  
            SECTION 2.06.  Facility Fees.  (a)  The Borrower
  shall pay to the Agent for the account of the Banks ratably
  a facility fee at the Facility Fee Rate (determined daily in
  accordance with the Pricing Schedule).  Such facility fee
  shall accrue (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 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.
  
            (b)  Accrued fees under subsection (a) shall be
  payable quarterly in arrears on each Quarterly Payment Date
  during the Revolving Credit Period and on the Termination
  Date.
  
            SECTION 2.07.  Optional Termination or Reduction
  of Commitments.  During the Revolving Credit Period, the
  Borrower may, upon at least three Domestic Business Days'
  notice to the Agent, (i) terminate the Commitments at any
  time, if no Loans are outstanding at such time or (ii)
  ratably reduce from time to time by an aggregate amount of
  $5,000,000 or any larger multiple of $1,000,000 thereof, the
  aggregate amount of the Commitments in excess of the
  aggregate outstanding principal amount of the Loans.  If the
  Commitments are terminated in their entirety, all accrued
  facility fees shall be payable on the effective date of such
  termination. 
  
            SECTION 2.08.  Scheduled 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 2.09.  Optional Prepayments.  (a)  Subject
  in the case of Fixed Rate Loans to Section 2.11, the
  Borrower may, upon at least one Domestic Business Day's
  notice to the Agent prepay any Group of Domestic Loans or
  upon at least three Euro-Dollar Business Days' notice to the
  Agent, prepay any Group of Euro-Dollar Loans in each case in
  whole at any time, or from time to time in part in amounts
  aggregating $5,000,000 or any larger multiple of $1,000,000,
  by paying the principal amount to be prepaid together with
  accrued interest thereon to the date of prepayment.  Each
  such optional prepayment shall be applied to prepay ratably
  the Loans of the several Banks included in such Group of
  Loans. 
  
             (b)  Upon receipt of a notice of prepayment
  pursuant to this Section, the Agent shall promptly notify
  each 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 2.10.  General Provisions as to Payments. 
  (a)  The Borrower shall make each payment of principal of,
  and interest on, the Loans and of fees hereunder, not later
  than 11:00 A.M. (New York City time) on the date when due,
  in Federal or other funds immediately available in New York
  City, to the Agent at its address referred to in Section
  10.01.   The Agent will promptly distribute to each Bank its
  ratable share of each such payment received by the Agent for
  the account of the Banks.   Whenever any payment of
  principal of, or interest on, the Domestic Loans or of fees
  shall be due on a day that is not a Domestic Business Day,
  the date for payment thereof shall be extended to the next
  succeeding Domestic Business Day.   Whenever any payment of
  principal of, or interest on, the Euro-Dollar Loans shall be
  due on a day that is not a Euro-Dollar Business Day, the
  date for payment thereof shall be extended to the next
  succeeding Euro-Dollar Business Day unless such Euro-Dollar
  Business Day falls in another calendar month, in which case
  the date for payment thereof shall be the next preceding
  Euro-Dollar Business Day.   If the date for any payment of
  principal is extended by operation of law or otherwise,
  interest thereon shall be payable for such extended time. 
  
            (b)  Unless the 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 Agent may assume that the Borrower
  has made such payment in full to the Agent on such date and
  the 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 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 2.11.  Funding Losses.   If the Borrower
  makes any payment of principal with respect to any Fixed
  Rate Loan or any Fixed Rate Loan is converted to a different
  type of Loan (pursuant to Article VI or VIII or otherwise)
  on any day other than the last day of an Interest Period
  applicable thereto, or the end of an applicable period fixed
  pursuant to Section 2.05(d) or if the Borrower fails to
  borrow, prepay, convert or continue any Fixed Rate Loans
  after notice has been given to any Bank in accordance with
  Section 2.02, 2.09 or 2.15, the Borrower shall reimburse
  each Bank within 15 days after demand for any resulting loss
  or expense incurred by it (or by an existing or prospective
  Participant in the related Loan), including (without
  limitation) any loss incurred in obtaining, liquidating or
  employing deposits from third parties, but excluding loss of
  margin for the period after any such payment or conversion
  or failure to borrow, prepay, convert or continue, provided
  that such Bank shall have delivered to the Borrower a
  certificate as to the amount of such loss or expense, which
  certificate shall be conclusive in the absence of manifest
  error. 
  
            SECTION 2.12.  Computation of Interest and Fees. 
  Interest based on the Prime Rate hereunder shall be computed
  on the basis of a year of 365 days (or 366 days in a leap
  year) and paid for the actual number of days elapsed
  (including the first day but excluding the last day).  All
  other interest and facility fees shall be computed on the
  basis of a year of 360 days and paid for the actual number
  of days elapsed (including the first day but excluding the
  last day). 
  
            SECTION 2.13.  Regulation D Compensation.  Each
  Bank may require the Borrower to pay, contemporaneously with
  each payment of interest on the Euro-Dollar Loans,
  additional interest on the related Euro-Dollar Loan of such
  Bank at a rate per annum determined by such Bank up to but
  not exceeding the excess of (i) (A) the applicable London
  Interbank Offered Rate divided by (B) one minus the Euro-
  Dollar Reserve Percentage over (ii) the applicable London
  Interbank Offered Rate.  Any Bank wishing to require payment
  of such additional interest (x) shall so notify the Borrower
  and the Agent, in which case such additional interest on the
  Euro-Dollar Loans of such Bank shall be payable to such Bank
  at the place indicated in such notice with respect to each
  Interest Period commencing at least three Euro-Dollar
  Business Days after the giving of such notice, and (y) shall
  notify the Borrower at least five Euro-Dollar Business Days
  prior to each date on which interest is payable on the Euro-
  Dollar Loans of the amount then due it under this Section.
  
            "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).  
  
            SECTION 2.14.  Method of Electing Interest Rates.
  (a)  The Loans included in each Borrowing shall bear
  interest initially at the type of rate specified by the
  Borrower in the applicable Notice of Borrowing.  Thereafter,
  the Borrower may from time to time elect to change or
  continue the type of interest rate borne by each Group of
  Loans (subject to subsection (d) of this Section and the
  provisions of Article VIII), as follows:
  
            (i) if such Loans are Base Rate Loans, the
         Borrower may elect to convert such Loans to CD Loans as
         of any Domestic Business Day or to Euro-Dollar Loans as
         of any Euro-Dollar Business Day;
  
            (ii) if such Loans are CD Loans, the Borrower may
         elect to convert such Loans to Base Rate Loans or
         Euro-Dollar Loans or elect to continue such Loans as CD
         Loans for an additional Interest Period, subject to
         Section 2.11 if any such conversion is effective on any
         day other than the last day of an Interest Period
         applicable to such Loans; and
  
            (iii) if such Loans are Euro-Dollar Loans, the
         Borrower may elect to convert such Loans to Base Rate
         Loans or CD Loans or elect to continue such Loans as
         Euro-Dollar Loans for an additional Interest Period,
         subject to Section 2.11 if any such conversion is
         effective on any day other than the last day of an
         Interest Period applicable to such Loans.
  
  Each such election shall be made by delivering a notice (a
  "Notice of Interest Rate Election") to the Agent not later
  than 10:30 A.M. (New York City time) on the third
  Euro-Dollar Business Day before the conversion or
  continuation selected in such notice is to be effective
  (unless the relevant Loans are to be converted from Domestic
  Loans of one type to Domestic Loans of the other type or are
  CD Loans to be continued as CD Loans for an additional
  Interest Period, in which case such notice shall be
  delivered to the Agent not later than 10:30 A.M. (New York
  City time) on the second Domestic Business Day before such
  conversion or continuation is to be effective).  A Notice of
  Interest Rate Election may, if it so specifies, apply to
  only a portion of the aggregate principal amount of the
  relevant Group of Loans; provided that (i) such portion is
  allocated ratably among the Loans comprising such Group and
  (ii) the portion to which such Notice applies, and the
  remaining portion to which it does not apply, are each at
  least $5,000,000 (unless, in either case, such portion is
  comprised of Base Rate Loans).  If no such notice is timely
  received before the end of an Interest Period for any Group
  of CD Loans or Euro-Dollar Loans, the Borrower shall be
  deemed to have elected that such Group of Loans be converted
  to Base Rate Loans at the end of such Interest Period.
  
             (b)  Each Notice of Interest Rate Election shall
  specify:
  
            (i) the Group of Loans (or portion thereof) to
         which such notice applies;
  
           (ii) the date on which the conversion or
         continuation selected in such notice is to be
         effective, which shall comply with the applicable
         clause of subsection (a) above;
  
          (iii) if the Loans comprising such Group are to be
         converted, the new type of Loans and, if the Loans
         resulting from such conversion are to be CD Loans or
         Euro-Dollar Loans, the duration of the next succeeding
         Interest Period applicable thereto; and
  
           (iv) if such Loans are to be continued as CD Loans
         or Euro-Dollar Loans for an additional Interest Period,
         the duration of such additional Interest Period.
  
  Each Interest Period specified in a Notice of Interest Rate
  Election shall comply with the provisions of the definition
  of Interest Period.
  
             (c)  Promptly after receiving a Notice of
  Interest Rate Election from the Borrower pursuant to
  subsection (a) above, the Agent shall notify each Bank of
  the contents thereof and such notice shall not thereafter be
  revocable by the Borrower.
  
             (d)  The Borrower shall not be entitled to elect
  to convert any Loans to, or continue any Loans for an
  additional Interest Period as, CD Loans or Euro-Dollar Loans
  if (i) the aggregate principal amounts of any Group of CD
  Loans or Euro-Dollar Loans created or continued as a result
  of such election would be less than $5,000,000 or (ii) a
  Default shall have occurred and be continuing when the
  Borrower delivers notice of such election to the Agent.  
  
            SECTION 2.15.  Maximum Interest Rate.  (a) 
  Nothing contained in this Agreement or the Notes shall
  require the Borrower to pay interest at a rate exceeding the
  maximum rate permitted by applicable law. 
  
            (b)  If the amount of interest payable for the
  account of any Bank on any interest payment date in respect
  of the immediately preceding interest computation period,
  computed pursuant to Section 2.05, would exceed the maximum
  amount permitted by applicable law to be charged by such
  Bank, the amount of interest payable for its account on such
  interest payment date shall be automatically reduced to such
  maximum permissible amount. 
  
            (c)  If the amount of interest payable for the
  account of any Bank in respect of any interest computation
  period is reduced pursuant to clause (b) of this Section and
  the amount of interest payable for its account in respect of
  any subsequent interest computation period, computed
  pursuant to Section 2.05, would be less than the maximum
  amount permitted by applicable law to be charged by such
  Bank, then the amount of interest payable for its account in
  respect of such subsequent interest computation period shall
  be automatically increased to such maximum permissible
  amount; provided that at no time shall the aggregate amount
  by which interest paid for the account of any Bank has been
  increased pursuant to this clause (c) exceed the aggregate
  amount by which interest paid for its account has
  theretofore been reduced pursuant to clause (b) of this
  Section. 
  
                         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 10.05):
  
            (a)  receipt by the Agent of counterparts hereof
         signed by each of the parties hereto (or, in the case
         of any party as to which an executed counterpart shall
         not have been received, receipt by the Agent in form
         satisfactory to it of telegraphic, telex or other
         written confirmation from such party of execution of a
         counterpart hereof by such party);
  
            (b)  receipt by the Agent for the account of each
         Bank of a duly executed Note dated on or before the
         Effective Date complying with the provisions of Section
         2.03;
  
            (c)  receipt by the Agent of an opinion of the
         Senior Vice President and General Counsel of the
         Borrower, 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;
  
            (d)  receipt by the Agent of an opinion of Davis
         Polk & Wardwell, special counsel for the Agent,
         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;
  
            (e)  receipt by the Agent of evidence satisfactory
         to it of the payment of all principal of and interest
         on any loans outstanding under, and of all other
         amounts payable under, the Existing Credit Agreement;
         and 
  
            (f)  receipt by the Agent of all documents it may
         reasonably request relating to the existence of the
         Guarantor and the Borrower, the corporate authority for
         and the validity of this Agreement and the Notes, and
         any other matters relevant hereto, all in form and
         substance satisfactory to the Agent;
  
  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 April 30, 1997. The
  Agent shall promptly notify the Guarantor, the Borrower and
  the Banks of the Effective Date, and such notice shall be
  conclusive and binding upon all parties hereto.  The Banks
  that are parties to the Existing Credit Agreement,
  comprising the "Required Banks" as defined therein, and the
  Borrower agree to waive notice of the termination of the
  commitments under such agreement, and that the commitments
  thereunder shall terminate in their entirety simultaneously
  with and subject to the effectiveness of this Agreement and
  that the Borrower shall be obligated to pay on the Effective
  Date accrued facility fees under the Existing Credit
  Agreement to but excluding the Effective Date.
  
            SECTION 3.02.  Borrowings.   The obligation of any
  Bank to make a Loan on the occasion of any Borrowing is
  subject to the satisfaction of the following conditions:
  
            (a)  receipt by the Agent of a Notice of Borrowing
         as required by Section 2.02;
  
            (b)  the fact that, immediately after such
         Borrowing, the aggregate outstanding principal amount
         of the Loans will not exceed the aggregate amount of
         the Commitments;
  
            (c)  the fact that, immediately before and after
         such Borrowing, no Default shall have occurred and be
         continuing; and
  
            (d)  the fact that the representations and
         warranties of the Guarantor and the Borrower contained
         in this Agreement (except, in the case of a Refunding
         Borrowing, the representations and warranties set forth
         in Sections 4.04(c) and 4.05 as to any matter which has
         theretofore been disclosed in writing by the Borrower
         to the Banks) shall be true on and as of the date of
         such Borrowing. 
  
  Each Borrowing hereunder shall be deemed to be a
  representation and warranty by the Borrower on the date of
  such Borrowing as to the facts specified in clauses (b), (c)
  and (d) of this Section. 
  
  
  
                          ARTICLE IV
  
                REPRESENTATIONS AND WARRANTIES
  
  
            The Guarantor and the Borrower jointly and
  severally represent and warrant that:
  
            SECTION 4.01.  Corporate Existence and Power. 
  Each of the Guarantor and the Borrower is a corporation duly
  incorporated, validly existing and in good standing under
  the laws of Delaware, and has all corporate powers and all
  material governmental licenses, authorizations, consents and
  approvals required to carry on its business as now
  conducted. 
  
            SECTION 4.02.  Corporate and Governmental
  Authorization; No Contravention.  The execution, delivery
  and performance by each of the Guarantor and the Borrower of
  this Agreement and the Notes are within its corporate
  powers, have been duly authorized by all necessary corporate
  action, require no action by or in respect of, or filing
  with, any governmental body, agency or official and do not
  contravene, or constitute a default under, any provision of
  applicable law or regulation or of its certificate of
  incorporation or by-laws or of any agreement, judgment,
  injunction, order, decree or other instrument binding upon
  the Guarantor, the Borrower or any Material Subsidiary or
  result in the creation or imposition of any Lien on any
  asset of the Guarantor, the Borrower or any Material
  Subsidiary. 
  
            SECTION 4.03.  Binding Effect.  This Agreement
  constitutes a valid and binding agreement of each of the
  Guarantor and the Borrower and each Note, when executed and
  delivered in accordance with this Agreement, will constitute
  a valid and binding obligation of the Borrower, in each case
  enforceable in accordance with its terms.
  
            SECTION 4.04.  Financial Information. 
  
            (a)  The consolidated balance sheet of the
  Guarantor and its Consolidated Subsidiaries as of December
  31, 1996 and the related consolidated statements of income,
  cash flows and changes in stockholders' equity for the
  fiscal period then ended, reported on by Coopers & Lybrand
  L.L.P. and set forth in the Guarantor's Form 10-K, 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
  Guarantor and its Consolidated Subsidiaries as of such date
  and their consolidated results of operations and cash flows
  for such fiscal period. 
  
            (b)  The consolidated balance sheet of the
  Borrower and its Consolidated Subsidiaries as of December
  31, 1996 and the related consolidated statements of income,
  cash flows and changes in stockholder's equity for the
  fiscal period then ended, reported on by Coopers & Lybrand
  L.L.P. and set forth in the Borrower's Form 10-K, 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
  Borrower and its Consolidated Subsidiaries as of such date
  and their consolidated results of operations and cash flows
  for such fiscal period. 
  
            (c)  Since December 31, 1996 there has been no
  material adverse change in the business, financial position,
  results of operations or prospects of the Guarantor and its
  Consolidated Subsidiaries, considered as a whole, or in the
  business, financial position, results of operations or
  prospects of the Borrower and its Consolidated Subsidiaries,
  considered as a whole. 
  
            SECTION 4.05.  Litigation.  Except as disclosed in
  the footnotes to the financial statements delivered to each
  of the Banks as described in Section 4.04 or as subsequently
  delivered pursuant to Section 5.01, there is no action, suit
  or proceeding pending against, or to the knowledge of the
  Guarantor or the Borrower threatened against or affecting,
  the Guarantor, the Borrower or any Subsidiary before any
  court or arbitrator or any governmental body, agency or
  official in which there is a reasonable likelihood of an
  adverse decision that could materially adversely affect the
  business, consolidated financial position or consolidated
  results of operations of the Guarantor and its Consolidated
  Subsidiaries, considered as a whole, or the business,
  consolidated financial position or consolidated results of
  operations of the Borrower and its Consolidated
  Subsidiaries, considered as a whole, or which in any manner
  draws into question the validity of this Agreement or the
  Notes. 
  
            SECTION 4.06.  Compliance with ERISA.  Each member
  of the ERISA Group has fulfilled its obligations under the
  minimum funding standards of ERISA and the Internal Revenue
  Code with respect to each Plan and is in compliance in all
  material respects with the presently applicable provisions
  of ERISA and the Internal Revenue Code with respect to each
  Plan.  No member of the ERISA Group has (i) sought a waiver
  of the minimum funding standard under Section 412 of the
  Internal Revenue Code in respect of any Plan, (ii) failed to
  make any contribution or payment to any Plan or
  Multiemployer Plan or in respect of any Benefit Arrangement,
  or made any amendment to any Plan or Benefit Arrangement,
  that has resulted or could result in the imposition of a
  Lien or the posting of a bond or other security under ERISA
  or the Internal Revenue Code or (iii) incurred any liability
  under Title IV of ERISA other than a liability to the PBGC
  for premiums under Section 4007 of ERISA. 
  
            SECTION 4.07.  Environmental Matters.   In the
  ordinary course of their business, the Guarantor and its
  Subsidiaries conduct an ongoing review of the effect of
  Environmental Laws on their business, operations and
  properties in the course of which they identify and evaluate
  associated liabilities and costs (including, without
  limitation, any capital or operating expenditures required
  for clean-up or closure of properties presently or
  previously owned, any capital or operating expenditures
  required to achieve or maintain compliance with
  environmental protection standards imposed by law or as a
  condition of any license, permit or contract, any related
  constraints on operating activities, including any periodic
  or permanent shutdown of any facility or reduction in the
  level of or change in the nature of operations conducted
  thereat, any costs or liabilities in connection with off-
  site disposal of wastes or Hazardous Substances, and any
  actual or potential liabilities to third parties, including
  employees, and any related costs and expenses).  On the
  basis of this review, each of the Guarantor and the Borrower
  has reasonably concluded that such associated liabilities
  and costs, including the costs of compliance with
  Environmental Laws, are unlikely to have a material adverse
  effect on its creditworthiness.
  
            SECTION 4.08.  Taxes.  United States Federal
  consolidated income tax returns of the Borrower and its
  Subsidiaries have been examined and closed through the
  fiscal year ended February  28, 1990.  The Guarantor, the
  Borrower and their Subsidiaries have filed all United States
  Federal income tax returns and all other material tax
  returns which are required to be filed by them and have paid
  all taxes due pursuant to such returns or pursuant to any
  assessment received by the Guarantor, the Borrower or any
  Subsidiary.  The charges, accruals and reserves on the books
  of the Guarantor, the Borrower and their Subsidiaries in
  respect of taxes or other governmental charges are, in the
  opinion of the Guarantor and the Borrower, adequate. 
  
            SECTION 4.09.  Subsidiaries.  Each of the
  corporate Material Subsidiaries is a corporation duly
  incorporated, validly existing and in good standing under
  the laws of its jurisdiction of incorporation, and has all
  corporate powers and all material governmental licenses,
  authorizations, consents and approvals required to carry on
  its business as now conducted. 
  
            SECTION 4.10.  Not an Investment Company.  Neither
  the Borrower nor the Guarantor 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 Guarantor or the Borrower to the
  Agent or any Bank for purposes of or in connection with this
  Agreement or any transaction contemplated hereby is, and all
  such information hereafter furnished by the Guarantor or the
  Borrower to the Agent or any Bank will be, true and accurate
  in all material respects on the date as of which such
  information is stated or certified.  The Guarantor and the
  Borrower have disclosed to the Banks in writing any and all
  facts that materially and adversely affect or may affect (to
  the extent the Guarantor or the Borrower can now reasonably
  foresee), the business, operations or financial condition of
  the Guarantor and its Consolidated Subsidiaries, taken as a
  whole, the business, operations or financial condition of
  the Borrower and its Consolidated Subsidiaries, taken as a
  whole, or the ability of the Guarantor or the Borrower to
  perform its obligations under this Agreement. 
  
  
                          ARTICLE V
  
                          COVENANTS
  
            The Guarantor and the Borrower jointly and
  severally agree that, as long as any Bank has any Commitment
  hereunder or any amount payable under any Note remains
  unpaid:
  
            SECTION 5.01.  Information.   The Guarantor will
  deliver to each of the Banks:
  
            (a)  as soon as available and in any event within
         95 days after the end of each fiscal year of the
         Guarantor, a consolidated balance sheet of the
         Guarantor and its Consolidated Subsidiaries as of the
         end of such fiscal year and the related consolidated
         statements of income, cash flows and changes in
         stockholders' equity for such fiscal year, setting
         forth in each case in comparative form the
         figures for the previous fiscal year, all reported on
         in a manner acceptable to the Securities and Exchange
         Commission by Coopers & Lybrand L.L.P. or other
         independent public accountants of nationally recognized
         standing; provided that for the fiscal period ended
         December 31, 1996, such financial statements shall
         include only the period from March 1, 1996 to December
         31 1996;
  
            (b)  as soon as available and in any event within
         50 days after the end of each of the first three
         quarters of each fiscal year of the Guarantor, a
         consolidated balance sheet of the Guarantor and its
         Consolidated Subsidiaries as of the end of such quarter
         and the related consolidated statement of income for
         such quarter and the related consolidated statements of
         income and cash flows for the portion of the
         Guarantor's fiscal year ended at the end of such
         quarter, setting forth in comparative form in the case
         of such statements of income and cash flows the figures
         for the corresponding quarter and the corresponding
         portion of the Guarantor's previous fiscal year, all
         certified (subject to normal year-end adjustments) as
         to fairness of presentation, generally accepted
         accounting principles and, subject to Section 1.02,
         consistency by the chief financial officer of the
         Guarantor;
  
            (c)  simultaneously with the delivery of each set
         of financial statements referred to in clauses (a) and
         (b) above, a certificate of the chief financial officer
         of the Guarantor (i) setting forth in reasonable detail
         the calculations required to establish (x) whether the
         Guarantor was in compliance with the requirements of
         Sections 5.07 to 5.11, inclusive, on the date of such
         financial statements and (y) for so long as Pricing
         Schedule A is the Pricing Schedule, the Applicable Cash
         Flow Ratio (as such term is defined in Pricing Schedule
         A) derived from such financial statements and (ii)
         stating whether any Default exists on the date of such
         certificate and, if any Default then exists, setting
         forth the details thereof and the action which the
         Guarantor is taking or proposes to take with respect
         thereto;
  
            (d)  simultaneously with the delivery of each set
         of financial statements referred to in clause (a)
         above, a statement of the firm of independent public
         accountants which reported on such statements whether
         anything has come to their attention to cause them to
         believe that any Default existed on the date of such
         statements;
       
            (e)  within five days after any officer of the
         Guarantor or the Borrower obtains knowledge of any
         Default, if such Default is then continuing, a
         certificate of the chief financial officer or the chief
         accounting officer of the Guarantor setting forth the
         details thereof and the action which the Guarantor is
         taking or proposes to take with respect thereto;  
            
            (f)  promptly upon the mailing thereof to the
         shareholders of the Guarantor generally, copies of all
         financial statements, reports and proxy statements so
         mailed;
  
            (g)  promptly upon the filing thereof, copies of
         all registration statements (other than the exhibits
         thereto and any registration statements on Form S-8 or
         its equivalent) and reports on Forms 10-K, 10-Q and 8-K
         (or their equivalents) which the Guarantor or any
         Subsidiary shall have filed with the Securities and
         Exchange Commission;
  
            (h)  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 might constitute
         grounds for a termination of such Plan under Title IV
         of ERISA, or knows that the plan administrator of any
         Plan has given or is required to give notice of any
         such reportable event, a copy of the notice of such
         reportable event given or required to be given to the
         PBGC; (ii) receives notice of complete or partial
         withdrawal liability under Title IV of ERISA or notice
         that any Multiemployer Plan is in reorganization, is
         insolvent or has been terminated, a copy of such
         notice; (iii) receives notice from the PBGC under Title
         IV of ERISA of an intent to terminate, impose liability
         (other than for premiums under Section 4007 of ERISA)
         in respect of, or appoint a trustee to administer any
         Plan, a copy of such notice; (iv) applies for a waiver
         of the minimum funding standard under Section 412 of
         the Internal Revenue Code, a copy of such application;
         (v) gives notice of intent to terminate any Plan under
         Section 4041(c) of ERISA, a copy of such notice and
         other information filed with the PBGC; (vi) gives
         notice of withdrawal from any Plan pursuant to Section
         4063 of ERISA, a copy of such notice; or (vii) fails to
         make any payment or contribution to any Plan or
         Multiemployer Plan or in respect of any Benefit
         Arrangement or makes any amendment to any Plan or
         Benefit Arrangement which has resulted or could result
         in the imposition of a Lien or the posting of a bond or
         other security, a certificate of the chief financial
         officer or the chief accounting officer of the
         Guarantor setting forth details as to such occurrence
         and action, if any, which the Guarantor or applicable
         member of the ERISA Group is required or proposes to
         take; and
  
            (i)  from time to time such additional
         information regarding the financial position or
         business of the Guarantor and its Subsidiaries as the
         Agent, at the request of any Bank, may reasonably
         request.
            
            SECTION 5.02.  Payment of Obligations.   The
  Guarantor and the Borrower will pay and discharge, and will
  cause each Material Subsidiary to pay and discharge, at or
  before maturity, all their respective material obligations
  and liabilities, including, without limitation, tax
  liabilities, except where the same may be contested in good
  faith by appropriate proceedings, and will maintain, in
  accordance with generally accepted accounting principles,
  appropriate reserves for the accrual of any of the same. 
  
            SECTION 5.03.  Maintenance of Property; Insurance. 
  (a)  The Guarantor and the Borrower will keep, and will
  cause each Material Subsidiary to keep, all property useful
  and necessary in its business in good working order and
  condition, ordinary wear and tear excepted. 
  
            (b)  The Guarantor and the Borrower will maintain
  and will cause each of its Subsidiaries to maintain (either
  in the name of the Guarantor or the Borrower or in such
  Subsidiary's own name) with financially sound and
  responsible insurance companies, insurance on all their
  respective properties in at least such amounts and against
  at least such risks (and with such risk retention) as are
  usually insured against by companies of established repute
  engaged in the same or a similar business; and will furnish
  to the Banks, upon request from the Agent, information
  presented in reasonable detail as to the insurance so
  carried.   The Guarantor and the Borrower will deliver to
  the Banks (i) on or before the date of the first Borrowing
  hereunder, a certificate dated such date showing the amount
  of coverage as of such date, (ii) within five days of
  receipt of notice from any insurer a copy of any notice of
  cancellation or material change in coverage from that
  existing on the date of this Agreement and (iii) forthwith,
  notice of any cancellation or nonrenewal of coverage by the
  Guarantor or the Borrower, provided that such notice shall
  not be required if the Guarantor or the Borrower shall have
  obtained replacement coverage with financially sound and
  responsible insurance companies and there is no gap in
  coverage.
  
            SECTION 5.04.  Conduct of Business and Maintenance
  of Existence.   The Guarantor and the Borrower will
  continue, and will cause each Material Subsidiary to
  continue, to engage in business of the same general type as
  now conducted by the Guarantor, the Borrower and the
  Material Subsidiaries, and will preserve, renew and keep in
  full force and effect, and will cause each Material
  Subsidiary to preserve, renew and keep in full force and
  effect their respective corporate existence and their
  respective rights, privileges and franchises necessary or
  desirable in the normal conduct of business; provided that
  nothing in this Section 5.04 shall prohibit (i) the merger
  of a Material Subsidiary into the Borrower or the merger or
  consolidation of a Material Subsidiary with or into another
  Person if the corporation surviving such consolidation or
  merger is a Material Subsidiary of the Borrower and if, in
  each case, after giving effect thereto, no Default shall
  have occurred and be continuing, (ii) the termination of the
  corporate existence of any Material Subsidiary or the
  disposition, sale or other transfer of the assets or capital
  stock of any Material Subsidiary if the Borrower in good
  faith determines that such transaction is in the best
  interest of the Borrower and is not materially
  disadvantageous to the Banks or (iii) the merger of the
  Guarantor and the Borrower, provided that the survivor of
  such merger, if not the Borrower, shall assume the
  Borrower's obligations under this Agreement and the Notes
  pursuant to an instrument in form satisfactory to the Agent. 
  
            SECTION 5.05.  Compliance with Laws.   The
  Guarantor and the Borrower will comply, and cause each
  Material Subsidiary to comply, in all material respects with
  all applicable laws, ordinances, rules, regulations, and
  requirements of governmental authorities (including, without
  limitation, Environmental Laws and ERISA and the rules and
  regulations thereunder) except where the necessity of
  compliance therewith is contested in good faith by
  appropriate proceedings. 
  
            SECTION 5.06.  Inspection of Property, Books and
  Records.  The Guarantor and the Borrower will keep, and will
  cause each Subsidiary to keep, proper books of record and
  account in which entries which are full, true and correct in
  all material respects shall be made of all dealings and
  transactions in relation to its business and activities; and
  will permit, and will cause each Subsidiary to permit,
  representatives of any Bank at such Bank's expense to visit
  and inspect any of their respective properties, to examine
  and make abstracts from any of their respective books and
  records and to discuss their respective affairs, finances
  and accounts with their respective officers, employees and
  independent public accountants, all at such reasonable times
  and as often as may reasonably be desired. 
  
            SECTION 5.07.  Leverage Ratio.  At no time during
  any period set forth below will the ratio of (i)
  Consolidated Debt to (ii) the sum of Consolidated Debt plus
  Consolidated Net Worth exceed the ratio set forth below
  opposite such period:
  
            Period                        Ratio
  
       Effective Date - 12/30/98          .50:1
  
       12/31/98 - 12/30/99                .475:1
  
       12/31/99 - Termination Date        .45:1
  
  For purposes of this Section any preferred stock of a
  Consolidated Subsidiary held by a Person other than the
  Guarantor or a Wholly-Owned Consolidated Subsidiary shall be
  included, at the higher of its voluntary or involuntary
  liquidation value, in "Consolidated Debt". 
       
            SECTION 5.08.  Negative Pledge.  Neither the
  Guarantor nor the Borrower nor any Subsidiary will create,
  assume or suffer to exist any Lien on any asset now owned or
  hereafter acquired by it, except:
  
            (a)  Liens existing on the date of this Agreement
         securing Debt outstanding on the date of this Agreement
         in an aggregate principal amount not exceeding
         $6,000,000;
  
            (b)  any Lien existing on any asset of any
         corporation at the time such corporation becomes a
         Subsidiary and not created in contemplation of such
         event;
  
            (c)  any Lien on any asset securing Debt incurred
         or assumed for the purpose of financing all or any part
         of the cost of acquiring such asset, provided that such
         Lien attaches to such asset concurrently with or within
         90 days after the acquisition thereof;
  
            (d)  any Lien on any asset of any corporation
         existing at the time such corporation is merged or
         consolidated with or into the Guarantor, the Borrower
         or a Subsidiary and not created in contemplation of
         such event;
  
            (e)  any Lien existing on any asset prior to the
         acquisition thereof by the Guarantor, the Borrower or a
         Subsidiary and not created in contemplation of such
         acquisition;
  
            (f)  any Lien arising out of the refinancing,
         extension, renewal or refunding of any Debt secured by
         any Lien permitted by any of the foregoing clauses of
         this Section, provided that such Debt is not increased
         and is not secured by any additional assets; 
  
            (g)  Liens arising out of (i) sales of accounts
         receivable or interests therein made by the Guarantor
         or a Subsidiary or (ii) the incurrence of Debt by the
         Guarantor or a Subsidiary secured by accounts
         receivable or interests therein; provided that at no
         time shall the sum of the aggregate net unrecovered
         purchase price paid by purchasers of accounts
         receivable or interests therein sold pursuant to clause
         (i) plus the aggregate outstanding principal amount of
         Debt secured pursuant to clause (ii) exceed
         $50,000,000; 
  
            (h)  Liens incidental to the conduct of its
         business or the ownership of its assets which (i) do
         not secure Debt or Derivatives Obligations, (ii) do not
         secure any obligation in an amount exceeding
         $20,000,000 and (iii) do not in the aggregate
         materially detract from the value of its assets or
         materially impair the use thereof in the operation of
         its business; and 
  
            (i)  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 $5,000,000.  
  
            SECTION 5.09.  Limitation on Subsidiary Debt. 
  Neither the Guarantor nor the Borrower will permit any
  Subsidiary (other than the Borrower) to become or to be
  liable in respect of any Debt, other than (i) Debt of a
  corporation existing at the time such corporation becomes a
  Subsidiary and not created in contemplation of such event
  and (ii) other Debt of Subsidiaries (other than the
  Borrower) in an aggregate principal amount at any time
  outstanding not exceeding $35,000,000; provided that for
  purposes of this Section 5.09, Allowed Sales of Receivables
  shall not be deemed to give rise to Debt. 
  
            SECTION 5.10.  Fixed Charge Coverage Ratio.  As of
  the last day of each fiscal quarter of the Guarantor the
  Fixed Charge Coverage Ratio will not be less than 4.0 to 1.
  
            SECTION 5.11.  Consolidations, Mergers and Sales
  of Assets.  Except as provided in Section 5.04 above,
  neither the Guarantor nor the Borrower will (i) consolidate
  or merge with or into any other Person or (ii) sell, lease
  or otherwise transfer, directly or indirectly, all or any
  substantial part of the assets of the Guarantor and its
  subsidiaries, taken as a whole, or the assets of the
  Borrower and its Subsidiaries, taken as a whole, to any
  other Person; provided that this clause (ii) shall not apply
  to Allowed Sales of Receivables. 
  
            SECTION 5.12.  Use of Proceeds.  The proceeds of
  the Loans made under this Agreement will be used by the
  Borrower for its general corporate purposes.  None of such
  proceeds will be used in violation of Regulation G, T, U or
  X of the Board of Governors of the Federal Reserve System.  
  
            SECTION 5.13.  Transactions with Affiliates.  The
  Guarantor will not, and will not permit any of its
  Subsidiaries to, directly or indirectly, pay any funds to or
  for the account of, make any investment (whether by
  acquisition of stock or indebtedness, by loan, advance,
  transfer of property, guarantee or other agreement to pay,
  purchase or service, directly or indirectly, any Debt, or
  otherwise) in, lease, sell, transfer or otherwise dispose of
  any assets, tangible or intangible, to, or participate in,
  or effect, any transaction with, any Affiliate except on an
  arms-length basis on terms no less favorable to the
  Guarantor or such Subsidiary than could have been obtained
  from a third party who was not an Affiliate; provided that
  this Section will not apply to the compensation of officers
  and directors in the ordinary course of business. 
  
  
  
                          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 Loan, or shall fail to pay within
         three Domestic Business Days following the due date
         thereof any interest on any Loan or any fees or any
         other amount payable hereunder;
  
            (b)  the Guarantor or the Borrower shall fail to
         observe or perform any covenant contained in Sections
         5.07 to 5.13, inclusive;
  
            (c)  the Guarantor or the Borrower shall fail to
         observe or perform any covenant or agreement contained
         in this Agreement (other than those covered by clause
         (a) or (b) above) for 15 Domestic Business Days after
         written notice thereof has been given to the Borrower
         by the Agent at the request of any Bank;
  
            (d)  any representation, warranty, certification
         or statement made by the Guarantor or the Borrower in
         this Agreement or in any certificate, financial
         statement or other document delivered pursuant to this
         Agreement shall prove to have been incorrect in any
         material respect when made (or deemed made);
  
            (e)  the Guarantor, the Borrower or any Subsidiary
         shall fail to make any payment in respect of any
         Material Financial Obligation when due or, if later,
         within any applicable grace period; 
  
            (f)  (i) any event or condition shall occur which
         results in the acceleration of the maturity, or
         requires the early redemption or prepayment, of any
         Material Financial Obligation or any event or condition
         shall occur which enables (or, which the giving of
         notice or lapse of time or both, would enable) the
         holder of any Material Financial Obligation or any
         Person acting on such holder's behalf to accelerate the
         maturity, or require the early redemption or
         prepayment, of such Material Financial Obligation or
         (ii) any event or condition constituting a default or
         event of default under the agreement, instrument or
         other document relating thereto shall occur which
         results in the termination of any Material Commitment
         or any such event or condition shall occur and be
         continuing which enables (or with the giving of notice
         or lapse of time or both, would enable) the provider of
         any Material Commitment or any Person acting on such
         provider's behalf to require the early termination of
         such Material Commitment (it is understood that a
         mandatory prepayment of industrial revenue bonds by
         reason of the fact that the Borrower did not expend the
         full amount of proceeds thereof for permitted purposes
         does not give rise to an Event of Default under this
         clause (f));
  
            (g)  the Guarantor, the Borrower or any Material
         Subsidiary shall commence a voluntary case or other
         proceeding seeking liquidation, reorganization or other
         relief with respect to itself or its debts under any
         bankruptcy, insolvency or other similar law now or
         hereafter in effect or seeking the appointment of a
         trustee, receiver, liquidator, custodian or other
         similar official of it or any substantial part of its
         property, or shall consent to any such relief or to the
         appointment of or taking possession by any such
         official in an involuntary case or other proceeding
         commenced against it, or shall make a general
         assignment for the benefit of creditors, or shall fail
         generally to pay its debts as they become due, or shall
         take any corporate action to authorize any of the
         foregoing;
  
            (h)  an involuntary case or other proceeding shall
         be commenced against the Guarantor, the Borrower or any
         Material 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 Guarantor, the Borrower or any Material
         Subsidiary under the federal bankruptcy laws as now or
         hereafter in effect;
  
            (i)  any member of the ERISA Group shall fail to
         pay when due an amount or amounts aggregating in excess
         of $5,000,000 which it shall have become liable to pay
         under Title IV of ERISA; or notice of intent to
         terminate a Material Plan shall be filed under Title IV
         of ERISA by any member of the ERISA Group, any plan
         administrator or any combination of the foregoing; or
         the PBGC shall institute proceedings under Title IV of
         ERISA to terminate, to impose liability (other than for
         premiums under Section 4007 of ERISA) in respect of, or
         to cause a trustee to be appointed to administer any
         Material Plan; or a condition shall exist by reason of
         which the PBGC would be entitled to obtain a decree
         adjudicating that any Material Plan must be terminated;
         or there shall occur a complete or partial withdrawal
         from, or a default, within the meaning of Section
         4219(c)(5) of ERISA, with respect to, one or more
         Multiemployer Plans which could cause one or more
         members of the ERISA Group to incur a current payment
         obligation in excess of $5,000,000;
  
            (j)  a judgment or order against the Guarantor,
         the Borrower or any Subsidiary for the payment of money
         in excess of $5,000,000 shall be rendered and such
         judgment or order shall continue unsatisfied and
         unstayed for a period of 30 days; or
  
            (k)  the Blount Family shall at any time cease to
         be the beneficial owner (as defined in Rule 13d-3 under
         the Securities Exchange Act of 1934) of capital stock
         of the Guarantor having the right to elect at least a
         majority of the directors of the Guarantor; or the
         Guarantor shall cease to own, directly or indirectly,
         all capital stock of the Borrower having ordinary
         voting power for the election of directors of the
         Borrower; 
  
  then, and in every such event, the Agent shall (i) if
  requested by Banks having more than 50% in aggregate amount
  of the Commitments, by notice to the Borrower terminate the
  Commitments and they shall thereupon terminate, and (ii) if
  requested by Banks holding Notes evidencing more than 50% in
  aggregate principal amount of the Loans, by notice to the
  Borrower declare the Notes (together with accrued interest
  thereon) to be, and the Notes shall thereupon become,
  immediately due and payable without presentment, demand,
  protest or other notice of any kind, all of which are hereby
  waived by the Guarantor and the Borrower; provided that in
  the case of any of the Events of Default specified in clause
  (g) or (h) above with respect to the Guarantor or the
  Borrower, without any notice to the Guarantor or the
  Borrower or any other act by the Agent or the Banks, the
  Commitments shall thereupon terminate and the Notes
  (together with accrued interest thereon) shall become
  immediately due and payable without presentment, demand,
  protest or other notice of any kind, all of which are hereby
  waived by the Guarantor and the Borrower. 
  
            SECTION 6.02.  Notice of Default.  The Agent shall
  give notice to the Borrower under Section 6.01(c) promptly
  upon being requested to do so by any Bank and shall
  thereupon notify all the Banks thereof. 
  
  
                         ARTICLE VII
  
                          THE AGENT
  
            SECTION 7.01.  Appointment and Authorization. 
  Each Bank irrevocably appoints and authorizes the Agent to
  take such action as agent on its behalf and to exercise such
  powers under this Agreement and the Notes as are delegated
  to the Agent by the terms hereof or thereof, together with
  all such powers as are reasonably incidental thereto. 
  
            SECTION 7.02.  Agent and Affiliates.  Morgan
  Guaranty Trust Company of New York shall have the same
  rights and powers under this Agreement as any other Bank and
  may exercise or refrain from exercising the same as though
  it were not the Agent, and Morgan Guaranty Trust Company of
  New York and its affiliates may accept deposits from, lend
  money to, and generally engage in any kind of business with
  the Guarantor, the Borrower or any Subsidiary or affiliate
  of the Guarantor or the Borrower as if it were not the Agent
  hereunder. 
  
            SECTION 7.03.  Action by Agent.  The obligations
  of the Agent hereunder are only those expressly set forth
  herein.   Without limiting the generality of the foregoing,
  the Agent shall not be required to take any action with
  respect to any Default, except as expressly provided in
  Article VI. 
  
            SECTION 7.04.  Consultation with Experts.  The
  Agent may consult with legal counsel (who may be counsel for
  the Borrower), independent public accountants and other
  experts selected by it and shall not be liable for any
  action taken or omitted to be taken by it in good faith in
  accordance with the advice of such counsel, accountants or
  experts. 
  
            SECTION 7.05.  Liability of Agent.  Neither the
  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 it in connection herewith
  (i) with the consent or at the request of the Required Banks
  or (ii) in the absence of its own gross negligence or
  willful misconduct.  Neither the Agent nor any of its
  affiliates nor any of their respective 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 this
  Agreement or any borrowing hereunder; (ii) the performance
  or observance of any of the covenants or agreements of the
  Guarantor or Borrower; (iii) the satisfaction of any
  condition specified in Article III, except receipt of items
  required to be delivered to the Agent; or (iv) the validity,
  effectiveness or genuineness of this Agreement, the Notes or
  any other instrument or writing furnished in connection
  herewith.  The Agent shall not incur any liability by acting
  in reliance upon any notice, consent, certificate,
  statement, or other writing (which may be a bank wire,
  telex, facsimile transmission or similar writing) believed
  by it to be genuine or to be signed by the proper party or
  parties. 
  
            SECTION 7.06.  Indemnification.  Each Bank shall,
  ratably in accordance with its Commitment, indemnify the
  Agent, its affiliates and their respective directors,
  officers, agents and employees (to the extent not reimbursed
  by the Borrower) against any cost, expense (including
  counsel fees and disbursements), claim, demand, action, loss
  or liability (except such as result from such indemnitees'
  gross negligence or willful misconduct) that such
  indemnitees may suffer or incur in connection with this
  Agreement or any action taken or omitted by such indemnitees
  hereunder. 
  
            SECTION 7.07.  Credit Decision.  Each Bank
  acknowledges that it has, independently and without reliance
  upon the Agent or any other Bank, and based on such
  documents and information as it has deemed appropriate, made
  its own credit analysis and decision to enter into this
  Agreement.  Each Bank also acknowledges that it will,
  independently and without reliance upon the Agent or any
  other Bank, and based on such documents and information as
  it shall deem appropriate at the time, continue to make its
  own credit decisions in taking or not taking any action
  under this Agreement. 
  
            SECTION 7.08.  Successor Agent.  The Agent may
  resign at any time by giving notice thereof to the Banks,
  the Guarantor and the Borrower.  Upon any such resignation,
  the Required Banks shall have the right to appoint a
  successor Agent with (and subject to) the Borrower's
  approval.  If no successor Agent shall have been so
  appointed, 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 $50,000,000. 
  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. 
  
            SECTION 7.09.  Agent's Fee.  The Borrower shall
  pay to the Agent for its own account fees in the amounts and
  at the times previously agreed upon between the Borrower and
  the Agent. 
  
    <PAGE>
                         ARTICLE VIII
  
                   CHANGE IN CIRCUMSTANCES
  
            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 CD Loan or Euro-Dollar Loan:
  
  
            (a)  the Agent is advised by the Reference Banks
         that deposits in dollars (in the applicable amounts)
         are not being offered to the Reference Banks in the
         relevant market for such Interest Period, or
  
            (b)  Banks holding 50% or more of the aggregate
         amount of the affected Loans advise the Agent that the
         Adjusted CD Rate or the London Interbank Offered Rate,
         as the case may be, as determined by the Agent will not
         adequately and fairly reflect the cost to such Banks of
         funding their CD Loans or Euro-Dollar Loans, as the
         case may be, for such Interest Period,
  
  the Agent shall forthwith give notice thereof to the
  Borrower and the Banks, whereupon until the Agent notifies
  the Borrower that the circumstances giving rise to such
  suspension no longer exist, (i) the obligations of the Banks
  to make CD Loans or Euro-Dollar Loans, as the case may be,
  or to continue or convert outstanding Loans as or into CD
  Loans or Euro-Dollar Loans, as the case may be, shall be
  suspended and (ii) each outstanding CD Loan or Euro-Dollar
  Loan, as the case may be, shall be converted into a Base
  Rate Loan on the last day of the then current Interest
  Period applicable thereto.  Unless the Borrower notifies the
  Agent at least two Domestic Business Days before the date of
  any Fixed Rate Borrowing for which a Notice of Borrowing has
  previously been given that it elects not to borrow on such
  date, such Borrowing shall instead be made as a Base Rate
  Borrowing. 
  
            SECTION 8.02.  Illegality.  If, on or after the
  date of this Agreement, the adoption of any applicable law,
  rule or regulation, or any change in any applicable law,
  rule or regulation, or any change in the interpretation or
  administration thereof by any governmental authority,
  central bank or comparable agency charged with the
  interpretation or administration thereof, or compliance by
  any Bank (or its Euro-Dollar Lending Office) with any
  request or directive (whether or not having the force of
  law) of any such authority, central bank or comparable
  agency shall make it unlawful or impossible for any Bank (or
  its Euro-Dollar Lending Office) to make, maintain or fund
  its Euro-Dollar Loans and such Bank shall so notify the
  Agent, the Agent shall forthwith give notice thereof to the
  other Banks and the Borrower, whereupon until such Bank
  notifies the Borrower and the Agent that the circumstances
  giving rise to such suspension no longer exist, the
  obligation of such Bank to make Euro-Dollar Loans or to
  continue or convert outstanding Loans as or into Euro-Dollar
  Loans, shall be suspended.   Before giving any notice to the
  Agent pursuant to this Section, such Bank shall designate a
  different Euro-Dollar Lending Office if such designation
  will avoid the need for giving such notice and will not, in
  the judgment of such Bank, be otherwise disadvantageous to
  such Bank.  If such notice is given, each Euro-Dollar Loan
  of such Bank then outstanding shall be converted to a Base
  Rate Loan either (a) on the last day of the then current
  Interest Period applicable to such Euro-Dollar Loan if such
  Bank may lawfully continue to maintain and fund such Loan as
  a Euro-Dollar Loan to such day or (b) immediately if such
  Bank shall determine that it may not lawfully continue to
  maintain and fund such Loan as a Euro-Dollar Loan to such
  day. 
  
            SECTION 8.03.  Increased Cost and Reduced Return. 
  (a)  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 Applicable Lending Office) with any
  request or directive (whether or not having the force of
  law) of any such authority, central bank or comparable
  agency shall impose, modify or deem applicable any reserve
  (including, without limitation, any such requirement imposed
  by the Board of Governors of the Federal Reserve System, but
  excluding (i) with respect to any CD Loan any such
  requirement included in an applicable Domestic Reserve
  Percentage and (ii) with respect to any Euro-Dollar Loan any
  such requirement with respect to which such Bank is entitled
  to compensation during the relevant Interest Period under
  Section 2.13), special deposit, insurance assessment
  (excluding, with respect to any CD Loan, any such
  requirement reflected in an applicable Assessment Rate) or
  similar requirement against assets of, deposits with or for
  the account of, or credit extended by, any Bank (or its
  Applicable Lending Office) or shall impose on any Bank (or
  its Applicable Lending Office) or on the United States
  market for certificates of deposit or the London interbank
  market any other condition affecting its Fixed Rate Loans,
  its Note or its obligation to make Fixed Rate Loans and the
  result of any of the foregoing is to increase the cost to
  such Bank (or its Applicable Lending Office) of making or
  maintaining any Fixed Rate Loan, or to reduce the amount of
  any sum received or receivable by such Bank (or its
  Applicable Lending Office) under this Agreement or under its
  Note with respect thereto, by an amount deemed by such Bank
  to be material, then, within 15 days after demand by such
  Bank (with a copy to the Agent), the Borrower shall pay to
  such Bank such additional amount or amounts as will
  compensate such Bank for such increased cost or reduction. 
  
            (b)  If any Bank shall have determined that, after
  the date hereof, the adoption of any applicable law, rule or
  regulation regarding capital adequacy, or any change in any
  such law, rule or regulation, or any change in the
  interpretation or administration thereof by any governmental
  authority, central bank or comparable agency charged with
  the interpretation or administration thereof, or any request
  or directive regarding capital adequacy (whether or not
  having the force of law) of any such authority, central bank
  or comparable agency, has or would have the effect of
  reducing the rate of return on capital of such Bank (or its
  Parent) as a consequence of such Bank's obligations
  hereunder to a level below that which such Bank (or its
  Parent) could have achieved but for such adoption, change,
  request or directive (taking into consideration its policies
  with respect to capital adequacy) by an amount deemed by
  such Bank to be material, then from time to time, within 15
  days after demand by such Bank (with a copy to the Agent),
  the Borrower shall pay to such Bank such additional amount
  or amounts as will compensate such Bank (or its Parent) for
  such reduction. 
  
            (c)  Each Bank will promptly notify the Borrower
  and the Agent of any event of which it has knowledge,
  occurring after the date hereof, which will entitle such
  Bank to compensation pursuant to this Section and will
  designate a different Applicable Lending Office if such
  designation will avoid the need for, or reduce the amount
  of, such compensation and will not, in the judgment of such
  Bank, be otherwise disadvantageous to such Bank.  A
  certificate of any Bank claiming compensation under this
  Section 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.  Taxes.  (a)  For purposes of this
  Section 8.04, the following terms have the following
  meanings:
  
            "Taxes" means any and all present or future taxes,
  duties, levies, imposts, deductions, charges or withholdings
  with respect to any payment by the Borrower pursuant to this
  Agreement or under any Note, and all liabilities with
  respect thereto, excluding (i) in the case of each Bank and
  the Agent, taxes imposed on its income, and franchise or
  similar taxes imposed on it, by a jurisdiction under the
  laws of which such Bank or the Agent (as the case may be) is
  organized or in which its principal executive office is
  located or, in the case of each Bank, in which its
  Applicable Lending Office is located and (ii) in the case of
  each Bank, any United States withholding tax imposed on such
  payments but only to the extent that such Bank is subject to
  United States withholding tax at the time such Bank first
  becomes a party to this Agreement.
  
            "Other Taxes" means any present or future stamp or
  documentary taxes and any other excise or property taxes, or
  similar charges or levies, which arise from any payment made
  pursuant to this Agreement or under any Note or from the
  execution or delivery of, or otherwise with respect to, this
  Agreement or any Note.  
  
            (b)  Any and all payments by the Borrower to or
  for the account of any Bank or the Agent hereunder or under
  any Note shall be made without deduction for any Taxes or
  Other Taxes; provided that, if the Borrower shall be
  required by law to deduct any Taxes or Other Taxes from any
  such payments, (i) the sum payable shall be increased as
  necessary so that after making all required deductions
  (including deductions applicable to additional sums payable
  under this Section 8.04) such Bank or the Agent (as the case
  may be) receives an amount equal to the sum it would have
  received had no such deductions been made, (ii) the Borrower
  shall make such deductions, (iii) the Borrower shall pay the
  full amount deducted to the relevant taxation authority or
  other authority in accordance with applicable law and
  (iv) the Borrower shall furnish to the Agent, at its address
  referred to in Section 10.01, the original or a certified
  copy of a receipt evidencing payment thereof.
  
            (c)  The Borrower agrees to indemnify each Bank
  and the Agent for the full amount of Taxes or Other Taxes
  (including, without limitation, any Taxes or Other Taxes
  imposed or asserted by any jurisdiction on amounts payable
  under this Section 8.04) paid by such Bank or the Agent (as
  the case may be) and any liability (including penalties,
  interest and expenses) arising therefrom or with respect
  thereto.  This indemnification shall be paid within 15 days
  after such Bank or the Agent (as the case may be) makes
  demand therefor.
  
            (d)  Each Bank organized under the laws of a
  jurisdiction outside the United States, on or prior to the
  date of its execution and delivery of this Agreement in the
  case of each Bank listed on the signature pages hereof and
  on or prior to the date on which it becomes a Bank in the
  case of each other Bank, and from time to time thereafter if
  requested in writing by the Borrower (but only so long as
  such Bank remains lawfully able to do so), shall provide the
  Borrower with Internal Revenue Service form 1001 or 4224, as
  appropriate, or any successor form prescribed by the
  Internal Revenue Service, certifying that such Bank is
  entitled to benefits under an income tax treaty to which the
  United States is a party which exempts the Bank from United
  States withholding tax or reduces the rate of withholding
  tax on payments of interest for the account of such Bank or
  certifying that the income receivable pursuant to this
  Agreement is effectively connected with the conduct of a
  trade or business in the United States.  
  
            (e)  For any period with respect to which a Bank
  has failed to provide the Borrower with the appropriate form
  pursuant to Section 8.04(d) (unless such failure is due to a
  change in treaty, law or regulation occurring subsequent to
  the date on which such form originally was required to be
  provided), such Bank shall not be entitled to
  indemnification under Section 8.04(b) or (c) with respect to
  Taxes imposed by the United States; provided that if a Bank,
  which is otherwise exempt from or subject to a reduced rate
  of withholding tax, becomes subject to Taxes because of its
  failure to deliver a form required hereunder, the Borrower
  shall take such steps as such Bank shall reasonably request
  to assist such Bank to recover such Taxes.
  
            (f)  If the Borrower is required to pay additional
  amounts to or for the account of any Bank pursuant to this
  Section 8.04, then such Bank will change the jurisdiction of
  its Applicable Lending Office if, in the judgment of such
  Bank, such change (i) will eliminate or reduce any such
  additional payment which may thereafter accrue and (ii) is
  not otherwise disadvantageous to such Bank.
  
            SECTION 8.05.  Base Rate Loans Substituted for
  Affected Fixed Rate Loans.   If (i) the obligation of any
  Bank to make Euro-Dollar Loans has been suspended pursuant
  to Section 8.02 or (ii) any Bank has demanded compensation
  under Section 8.03 or 8.04 with respect to its CD Loans or
  Euro Dollar Loans and the Borrower shall, by at least five
  Euro-Dollar Business Days' prior notice to such Bank through
  the Agent, have elected that the provisions of this Section
  shall apply to such Bank, then, unless and until such Bank
  notifies the Borrower that the circumstances giving rise to
  such suspension or demand for compensation no longer exist,
  all Loans which would otherwise be made by such Bank as (or
  continued as or converted to) CD Loans or Euro-Dollar Loans,
  as the case may be, shall instead be Base Rate Loans (on
  which interest and principal shall be payable
  contemporaneously with the related Fixed Rate Loans of the
  other Banks).  If such Bank notifies such Borrower that the
  circumstances giving rise to such suspension or demand for
  compensation no longer exist, the principal amount of each
  such Base Rate Loan shall be converted into a CD Loan or
  Euro-Dollar Loan, as the case may be, on the first day of
  the next succeeding Interest Period applicable to the
  related CD Loans or Euro-Dollar Loans of the other Banks.
  
            SECTION 8.06.  Substitution of Bank.  If (i) the
  obligation of any Bank to make Euro-Dollar Loans has been
  suspended pursuant to Section 8.02 or (ii) any Bank has
  demanded compensation under Section 8.03 or 8.04, the
  Borrower shall have the right, with the assistance of the
  Agent, to seek a mutually satisfactory substitute bank or
  banks (which may be one or more of the Banks) to purchase
  the Note and assume the Commitments of such Bank.
  
  
                          ARTICLE IX
  
                           GUARANTY
  
            SECTION 9.01.  The Guaranty.  The Guarantor hereby
  unconditionally guarantees the full and punctual payment
  (whether at stated maturity, upon acceleration or otherwise)
  of the principal of and interest on each Note issued by the
  Borrower pursuant to this Agreement, and the full and
  punctual payment of all other amounts payable by the
  Borrower under this Agreement.  Upon failure by the Borrower
  to pay punctually any such amount, the Guarantor shall
  forthwith on demand pay the amount not so paid at the place
  and in the manner specified in this Agreement.
  
            SECTION 9.02.  Guaranty Unconditional.  The
  obligations of the Guarantor hereunder shall be
  unconditional and absolute and, without limiting the
  generality of the foregoing, shall not be released,
  discharged or otherwise affected by:
  
            (i)  any extension, renewal, settlement,
         compromise, waiver or release in respect of any
         obligation of the Borrower under this Agreement or any
         Note, by operation of law or otherwise;
  
           (ii)  any modification or amendment of or
         supplement to this Agreement or any Note;
  
          (iii)  any release, impairment, non-perfection or
         invalidity of any direct or indirect security for any
         obligation of the Borrower under this Agreement or any
         Note;
  
           (iv)  any change in the corporate existence,
         structure or ownership of the Borrower, or any
         insolvency, bankruptcy, reorganization or other similar
         proceeding affecting the Borrower or its assets or any
         resulting release or discharge of any obligation of the
         Borrower contained in this Agreement or any Note;
  
            (v)  the existence of any claim, set-off or other
         rights which the Guarantor may have at any time against
         the Borrower, the Agent, any Bank or any other Person,
         whether in connection herewith or any unrelated
         transactions, provided that nothing herein shall
         prevent the assertion of any such claim by separate
         suit or compulsory counterclaim;
  
           (vi)  any invalidity or unenforceability relating
         to or against the Borrower for any reason of this
         Agreement or any Note, or any provision of applicable
         law or regulation purporting to prohibit the payment by
         the Borrower of the principal of or interest on any
         Note or any other amount payable by it under this
         Agreement; or
  
           (vii)  any other act or omission to act or delay of
         any kind by the Borrower, the Agent, any Bank or any
         other Person or any other circumstance whatsoever which
         might, but for the provisions of this paragraph,
         constitute a legal or equitable discharge of or defense
         to the Guarantor's obligations hereunder.
  
            SECTION 9.03.  Discharge Only Upon Payment In
  Full; Reinstatement In Certain Circumstances.  The
  Guarantor's obligations hereunder shall remain in full force
  and effect until the Commitments shall have 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
  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 otherwise,
  the Guarantor's obligations hereunder with respect to such
  payment shall be reinstated at such time as though such
  payment had been due but not made at such time.
  
            SECTION 9.04.  Waiver by the Guarantor.  The
  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 the Borrower or any other Person.
  
            SECTION 9.05.  Subrogation.  Upon making any
  payment with respect to the Borrower hereunder, the
  Guarantor shall be subrogated to the rights of the payee
  against the Borrower with respect to such payment; provided
  that the Guarantor shall not enforce any payment by way of
  subrogation until all amounts of principal of and interest
  on the Notes and all other amounts payable by the Borrower
  under this Agreement have been paid in full.
  
            SECTION 9.06.  Stay of Acceleration.  In the event
  that acceleration of the time for payment of any amount
  payable by the Borrower under this Agreement or its Notes is
  stayed upon 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 Guarantor hereunder forthwith on demand by
  the Agent made at the request of the Required Banks.
  
                          ARTICLE X
  
                        MISCELLANEOUS
  
  
            SECTION 10.01.  Notices.  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 Guarantor, the Borrower or the Agent, at
  its address or telex number or facsimile number set forth on
  the signature pages hereof, (y) in the case of any Bank, at
  its address or telex number or facsimile number set forth in
  its Administrative Questionnaire or (z) in the case of any
  party, such other address or telex number or facsimile
  number as such party may hereafter specify for the purpose
  by notice to the Agent and the Borrower.  Each such notice,
  request or other communication shall be effective (i) if
  given by telex, when such telex is transmitted to the telex
  number specified in this Section 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, 72 hours after such
  communication is deposited in the mails with first class
  postage prepaid, addressed as aforesaid or (iv) if given by
  any other means, when delivered at the address specified in
  this Section; provided that notices to the Agent under
  Article II or Article VIII shall not be effective until
  received. 
  
            SECTION 10.02.  No Waivers.  No failure or delay
  by the Agent or any Bank in exercising any right, power or
  privilege hereunder or under any Note shall operate as a
  waiver thereof nor shall any single or partial exercise
  thereof preclude any other or further exercise thereof or
  the exercise of any other right, power or privilege.  The
  rights and remedies herein provided shall be cumulative and
  not exclusive of any rights or remedies provided by law. 
  
            SECTION 10.03.  Expenses; Indemnification.  (a)
  The Borrower shall pay (i) all reasonable out-of-pocket
  expenses of the Agent, including fees and disbursements of
  special counsel for the Agent, in connection with the
  preparation and administration of this Agreement, any waiver
  or consent hereunder or any amendment hereof or any Default
  or alleged Default hereunder and (ii) if an Event of Default
  occurs, all out-of-pocket expenses incurred by the Agent and
  each Bank, including fees and disbursements of counsel, in
  connection with such Event of Default and collection,
  bankruptcy, insolvency and other enforcement proceedings
  resulting therefrom.  
  
            (b)  The Borrower agrees to indemnify the Agent
  and each Bank, their respective affiliates and the
  respective directors, officers, agents and employees of the
  foregoing (each an "Indemnitee") and hold each Indemnitee
  harmless from and against any and all liabilities, losses,
  damages, costs and expenses of any kind, including, without
  limitation, the reasonable fees and disbursements of
  counsel, which may be incurred by such Indemnitee in
  connection with any investigative, administrative or
  judicial proceeding (whether or not such Indemnitee shall be
  designated a party thereto) brought or threatened relating
  to or arising out of this Agreement or any actual or
  proposed use of proceeds of Loans hereunder; provided that
  no Indemnitee shall have the right to be indemnified
  hereunder for (i) such Indemnitee's own gross negligence or
  willful misconduct as determined by a court of competent
  jurisdiction or (ii) cost and expenses associated with any
  suit between the Borrower and such Indemnitee to the extent
  the Borrower prevails on the merits therein.  
  
            SECTION 10.04.  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 any Note held by it 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 any Note held by such other Bank, the Bank
  receiving such proportionately greater payment shall
  purchase such participations in the Notes held by the other
  Banks, and such other adjustments shall be made, as may be
  required so that all such payments of principal and interest
  with respect to the Notes held by the Banks shall be shared
  by the Banks pro rata; provided that nothing in this Section
  shall impair the right, if any, of any Bank to exercise any
  right of set-off or counterclaim it may have and to apply
  the amount subject to such exercise to the payment of
  indebtedness of the Borrower other than its indebtedness
  under the Notes.  The Borrower agrees, to the fullest extent
  it 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 in the
  amount of such participation. 
  
            SECTION 10.05.  Amendments and Waivers.  Any
  provision of this Agreement or the Notes may be amended or
  waived if, but only if, such amendment or waiver is in
  writing and is signed by the Guarantor, the Borrower and the
  Required Banks (and, if the rights or duties of the Agent
  are affected thereby, by the Agent); provided that no such
  amendment or waiver shall, unless signed by all the Banks,
  (i) increase or decrease the Commitment of any Bank (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
  hereunder, (iii) postpone the date fixed for any payment of
  principal of or interest on any Loan or any fees hereunder
  or for termination of any Commitment 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 or any other provision of this
  Agreement. 
            
            SECTION 10.06.  Successors and Assigns.  (a)  The
  provisions of this Agreement shall be binding upon and inure
  to the benefit of the parties hereto and their respective
  successors and assigns; provided that, except as
  contemplated by Section 5.04, the Borrower may not assign or
  otherwise transfer any of its rights under this Agreement
  without the prior written consent of all Banks. 
  
            (b)  Any Bank may at any time grant to one or more
  banks or other institutions (each a "Participant")
  participating interests in its Commitment or any or all of
  its Loans.   In the event of any such grant by a Bank of a
  participating interest to a Participant, whether or not upon
  notice to the Borrower and the Agent, such Bank shall remain
  responsible for the performance of its obligations
  hereunder, and the Borrower and the Agent shall continue to
  deal solely and directly with such Bank in connection with
  such Bank's rights and obligations under this Agreement.  
  Any agreement pursuant to which any Bank may grant such a
  participating interest shall provide that such Bank shall
  retain the sole right and responsibility to enforce the
  obligations of the Borrower hereunder including, without
  limitation, the right to approve any amendment, modification
  or waiver of any provision of this Agreement; provided that
  such participation agreement may provide that such Bank will
  not agree to any modification, amendment or waiver of this
  Agreement described in clause (i), (ii), (iii) or (iv) of
  Section 10.05 without the consent of the Participant.   The
  Borrower agrees that each Participant shall, to the extent
  provided in its participation agreement, be entitled to the
  benefits of Article VIII with respect to its participating
  interest.   An assignment or other transfer which is not
  permitted by subsection (c) or (d) below shall be given
  effect for purposes of this Agreement only to the extent of
  a participating interest granted in accordance with this
  subsection (b). 
  
            (c)  Any Bank may at any time assign to one or
  more banks or other institutions (each an "Assignee") all,
  or a proportionate part (equivalent to a Commitment of not
  less than $5,000,000) of all, of its rights and obligations
  under this Agreement and the Notes, and such Assignee shall
  assume such rights and obligations, pursuant to an
  Assignment and Assumption Agreement in substantially the
  form of Exhibit D hereto executed by such Assignee and such
  transferor Bank, with (and subject to) the subscribed
  consent of the Borrower, which shall not be unreasonably
  withheld, and the Agent; provided that if an Assignee is an
  affiliate of such transferor Bank or was a Bank immediately
  prior to such assignment, no such consent shall be required. 
  Upon execution and delivery of such instrument and payment
  by such Assignee to such transferor Bank of an amount equal
  to the purchase price agreed between such transferor Bank
  and such Assignee, such Assignee shall be a Bank party to
  this Agreement and shall have all the rights and obligations
  of a Bank with a Commitment as set forth in such instrument
  of assumption, and the transferor Bank shall be released
  from its obligations hereunder to a corresponding extent,
  and no further consent or action by any party shall be
  required.  Upon the consummation of any assignment pursuant
  to this subsection (c), the transferor Bank, the Agent and
  the Borrower shall make appropriate arrangements so that, if
  required, a new Note is issued to the Assignee.   In
  connection with any such assignment, the transferor Bank
  shall pay to the Agent an administrative fee for processing
  such assignment in the amount of $2,500.  If the Assignee is
  not incorporated under the laws of the United States of
  America or a state thereof, it shall, prior to the first
  date on which interest or fees are payable hereunder for its
  account, deliver to the Borrower and the Agent certification
  as to exemption from deduction or withholding of any United
  States federal income taxes in accordance with Section 8.04. 
            (d)  Any Bank may at any time assign all or any
  portion of its rights under this Agreement and its Note to a
  Federal Reserve Bank.  No such assignment shall release the
  transferor Bank from its obligations hereunder. 
  
            (e)  No Assignee, Participant or other transferee
  of any Bank's rights shall be entitled to receive any
  greater payment under Section 8.03 or 8.04 than such Bank
  would have been entitled to receive with respect to the
  rights transferred, unless such transfer is made with the
  Borrower's prior written consent or by reason of the
  provisions of Section 8.02, 8.03 or 8.04 requiring such Bank
  to designate a different Applicable Lending Office under
  certain circumstances or at a time when the circumstances
  giving rise to such greater payment did not exist. 
  
            SECTION 10.07.  Collateral.  Each of the Banks
  represents to the Agent and each of the other Banks that it
  in good faith is not relying upon any "margin stock" (as
  defined in Regulation U) as collateral in the extension or
  maintenance of the credit provided for in this Agreement. 
  
            SECTION 10.08.  Governing Law; Submission to
  Jurisdiction.  This Agreement and each Note shall be
  governed by and construed in accordance with the laws of the
  State of New York.  Each of the Guarantor, the Borrower and
  the Banks hereby submits to the nonexclusive jurisdiction of
  the United States District Court for the Southern District
  of New York and of any New York State court sitting in New
  York City for purposes of all legal proceedings arising out
  of or relating to this Agreement or the transactions
  contemplated hereby.  Each of the Guarantor, the Borrower
  and the Banks irrevocably waives, to the fullest extent
  permitted by law, any objection which it may now or
  hereafter have to the laying of the venue of any such
  proceeding brought in such a court and any claim that any
  such proceeding brought in such a court has been brought in
  an inconvenient forum. 
  
            SECTION 10.09.  Counterparts; Integration.  This
  Agreement may be signed in any number of counterparts, each
  of which shall be an original, with the same effect as if
  the signatures thereto and hereto were upon the same
  instrument.   This Agreement constitutes the entire
  agreement and understanding among the parties hereto and
  supersedes any and all prior agreements and understandings,
  oral or written, relating to the subject matter hereof. 
    <PAGE>
       IN WITNESS WHEREOF, the parties hereto have caused
  this Agreement to be duly executed by their respective
  authorized officers as of the day and year first above
  written. 
  
  
                           BLOUNT, INC. 
  
  
  
                           By /s/ Harold E. Layman     
                              Title: Exec. Vice President & CFO
     
                           4520 Executive Park Drive
                           P.O. Box 949
                           Montgomery, Alabama  36102
                           Attention:  Treasurer
                           Telex number:  8107283252
                           Facsimile number: 334-244-4313
  
  
                           BLOUNT INTERNATIONAL, INC.
  
  
  
                           By /s/ Harold E. Layman     
                              Title: Exec. Vice President
                 
                           4520 Executive Park Drive
                           P.O. Box 949
                           Montgomery, Alabama  36102
                           Attention:  Treasurer
                           Telex number:  8107283252
                           Facsimile number: 334-244-4313
  
  Commitments
  
  $32,500,000              MORGAN GUARANTY TRUST COMPANY
                              OF NEW YORK
  
  
  
                           By /s/ John M. Mikolay       
                              Title: Vice President
  
  
  
                           
  
  
  
  
  $32,500,000              ABN AMRO BANK N.V., ATLANTA AGENCY
  
  
  
                           By /s/ Steven L. Hipsman      
                              Title: Vice President
  
  
                           By /s/ Larry K. Kelley        
                              Title: Group Vice President
  
  
  
  $32,500,000              BANK OF AMERICA ILLINOIS
  
  
  
                           By /s/ Timothy J. Pepowski    
                              Title: Senior Vice President
  
  
  
  $32,500,000              NATIONSBANK, N.A. (SOUTH)
  
  
  
                           By /s/ Derrick C. Bell        
                              Title: Vice President
  
  
  
  $20,000,000              SOUTHTRUST BANK OF ALABAMA, N.A.
  
  
  
                           By /s/ Allan Causey           
                                 Title: Vice President
  
  
  
  _________________
  
  Total Commitments
  
  $150,000,000
  ===========
  
  
    <PAGE>
  
                               MORGAN GUARANTY TRUST COMPANY
                                 OF NEW YORK, as Agent
  
  
  
                               By /s/ John M. Mikolay        
                                  Title: Vice President
                               60 Wall Street
                               New York, New York  10260-0060
                                 Telex number: 177615<PAGE>
                                                        PRICING SCHEDULE A
  
  
            The "Euro-Dollar Margin," "CD Margin," and "Facility
  Fee Rate" for (i) any day during the Quarter in which the
  Effective Date falls are the respective percentages set forth
  below in the applicable row under the column corresponding to
  Level II Status and (ii) any day during any Quarter thereafter
  are the respective percentages set forth below in the
  applicable row under the column corresponding to the Status
  that exists on such day:
  
  
  Status         Level   Level   Level   Level   Level   Level
                   I      II      III     IV       V      VI
                                
Facility        .1250%  .1500%  .1500%  .2000%  .2750%   .3750%
Fee Rate
  
Eurodollar
Margin          .1750%  .2000%  .3000%  .4000%  .6000%   .8750%
  
CD Margin       .3000%  .3250%  .4250%  .5250%  .7250%  1.0000%
  
  
  
            For purposes of this Schedule, the following terms
  have the following meanings:
  
            "Level I Status" exists at any date if the
  Applicable Cash Flow Ratio is greater than 1.00.
  
            "Level II Status" exists at any date if (i) the
  Applicable Cash Flow Ratio is greater than 0.50 and (ii) Level
  I Status does not exist.
  
            "Level III Status" exists at any date if (i) the
  Applicable Cash Flow Ratio is greater than 0.40 and (ii)
  neither Level I Status nor Level II Status exists.
  
            "Level IV Status" exists at any date if (i) the
  Applicable Cash Flow Ratio is greater than 0.30 and (ii)
  neither Level I Status, Level II Status nor Level III Status
  exists.
  
            "Level V Status" exists at any date if (i) the
  Applicable Cash Flow Ratio is greater than 0.25 and (ii)
  neither Level I Status, Level II Status, Level III Status nor
  Level IV Status exists.
  
            "Level VI Status" exists at any date if the
  Applicable Cash Flow Ratio is less than or equal to 0.25.
  
            "Applicable Cash Flow Ratio" means, with respect to
  each day during any Fee Quarter, the ratio of Consolidated
  Operating Cash Flow for the period of four consecutive
  Calendar Quarters most recently ended prior to such Fee
  Quarter to Consolidated Debt as at the last day of such period
  of four consecutive Calendar Quarters. 
  
            "Calendar Quarter" means each period of three
  consecutive calendar months consisting of (i) January,
  February and March; (ii) April, May and June; (iii) July,
  August and September and (iv) October, November and December.
  
            "Fee Quarter" means each period from and including a
  Quarterly Payment Date to but not including the next
  succeeding Quarterly Payment Date; provided that the first
  such period shall commence on the Effective Date.
  
            "Status" refers to the determination of which of
  Level I Status, Level II Status, Level III Status, Level IV
  Status, Level V Status or Level VI Status exists at any date.
  
  The Applicable Cash Flow Ratio for each Fee Quarter shall be
  determined initially on the basis of an estimate which shall
  be furnished by the Guarantor to the Agent not later than the
  earlier of (i) the 60th day of such Fee Quarter and (ii) the
  tenth day prior to the first day (if any) during such Fee
  Quarter on which interest is payable in respect of Euro-Dollar
  Loans or CD Loans.  If when finally determined the actual
  Applicable Cash Flow Ratio differs from the estimate,
  appropriate adjustments shall be made as determined by the
    Agent.<PAGE>
                       PRICING SCHEDULE B
  
  
            The "Euro-Dollar Margin," "CD Margin," and "Facility
  Fee Rate" for any day are the respective percentages set forth
  below in the applicable row under the column corresponding to
  the Status that exists on such day:
  
  
  Status          Level   Level   Level   Level   Level   Level
                    I       II     III      IV      V      VI
  Facility
  Fee Rate       .1000%  .1250%  .1500%  .2250%  .3000%  .3750%
  
  Euro-Dollar
  Margin         .2000%  .2250%  .3000%  .4625%  .5750%  .8750%
  
  CD Margin      .3250%  .3500%  .4250%  .5875%  .7000% 1.0000%
  
  
            For purposes of this Schedule, the following terms
  have the following meanings:
  
            "Level I Status" exists at any date if, at such
  date, the senior unsecured long-term debt of the Guarantor or
  the Borrower is rated BBB+/Baa1 or higher.
  
            "Level II Status" exists at any date if, at such
  date, the senior unsecured long-term debt of the Guarantor or
  the Borrower is rated BBB/Baa2.
  
            "Level III Status" exists at any date if, at such
  date, the senior unsecured long-term debt of the Guarantor or
  the Borrower is rated BBB-/Baa3. 
  
            "Level IV Status" exists at any date if, at such
  date, the senior unsecured long-term debt of the Guarantor or
  the Borrower is rated BB+/Ba1. 
  
            "Level V Status" exists at any date if, at such
  date, the senior unsecured long-term debt of the Guarantor or
  the Borrower is rated BB/Ba2. 
  
            "Level VI Status" exists at any date if, at such
  date, (i) the senior unsecured long-term debt of the Guarantor
  or the Borrower is rated below BB by S&P or below Ba2 by
  Moody's or (ii) neither S&P nor Moody's has an effective
  rating of the senior unsecured long-term debt of the Guarantor
  or the Borrower.
  
            "Status" refers to the determination of which of
  Level I Status, Level II Status, Level III Status, Level IV,
  Status, Level V Status or Level VI Status exists at any date.
  
  The credit ratings to be utilized for purposes of this
  Schedule are those assigned by S&P or Moody's to the senior
  unsecured long-term debt of the Guarantor and the Borrower
  without third-party credit enhancement, specifically the
  Corporate Credit Rating for S&P and the Implied Senior Rating
  for Moody's, and any rating assigned to any other debt of the
  Guarantor or the Borrower shall be disregarded.  The rating in
  effect at any date is that in effect at the close of business
  on such date.  In the case of split ratings from S&P and
  Moody's, the rating to be used to determine Status is the
  higher of the two, provided that (i) in the event the split is
  more than one full category, the average (or the higher of two
  median ratings) shall be used (e.g., BBB+/Baa3 results in
  Level II Status, as does BBB+/Ba1) and (ii) the lower rating
  applies for purposes of determining Level VI Status.
    <PAGE>
                                               EXHIBIT A
  
  
                              NOTE
  
  
  
                                         New York, New York
                                         April 1, 1997
  
  
  
            For value received, Blount, Inc., a Delaware
  corporation (the "Borrower"), promises to pay to the order of
  (the "Bank"), for the account of its Applicable Lending
  Office, the unpaid principal amount of each Loan made by the
  Bank to the Borrower pursuant to the Credit Agreement referred
  to below on the maturity date provided for in the Credit
  Agreement.  The Borrower promises to pay interest on the
  unpaid principal amount of each such Loan on the dates and at
  the rate or rates provided for in the Credit Agreement.  All
  such payments of principal and interest shall be made in
  lawful money of the United States in Federal or other
  immediately available funds at the office of Morgan Guaranty
  Trust Company of New York, 60 Wall Street, New York, New York. 
  
            All Loans made by the Bank, the respective types
  thereof and all repayments of the principal thereof shall be
  recorded by the Bank and, if the Bank so elects in connection
  with any enforcement or transfer hereof, appropriate notations
  to evidence the foregoing information with respect to each
  such Loan then outstanding may be endorsed by the Bank on the
  schedule attached hereto, or on a continuation of such
  schedule attached to and made a part hereof; provided that the
  failure of the Bank to make any such recordation or
  endorsement shall not affect the obligations of the Borrower
  hereunder or under the Credit Agreement. 
  
            This note is one of the Notes referred to in the
  Credit Agreement dated as of April 1, 1997 among the Borrower,
  the banks listed on the signature pages thereof and Morgan
  Guaranty Trust Company of New York, as Agent (as the same may
  be amended from time to time, the "Credit Agreement").  Terms
  defined in the Credit Agreement are used herein with the same
  meanings.  Reference is made to the Credit Agreement for
  provisions for the prepayment hereof and the acceleration of
  the maturity hereof. 
  
                                BLOUNT, INC. 
  
  
  
                                By________________________
                                Title:
   
    <PAGE>

                           Note (cont'd)


                  LOANS AND PAYMENTS OF PRINCIPAL


__________________________________________________________________

                               Amount of
       Amount of  Type of      Principal         Notation
   Date       Loan      Loan         Repaid           Made By
__________________________________________________________________

__________________________________________________________________

__________________________________________________________________

__________________________________________________________________

__________________________________________________________________

__________________________________________________________________

__________________________________________________________________

__________________________________________________________________

__________________________________________________________________

__________________________________________________________________

__________________________________________________________________

__________________________________________________________________

__________________________________________________________________

__________________________________________________________________

__________________________________________________________________

__________________________________________________________________


<PAGE>
                                               EXHIBIT B
  
  
                          OPINION OF
          COUNSEL FOR THE BORROWER AND THE GUARANTOR
  
  
                                [Effective Date]
  
  
  To the Banks and the Agent
    Referred to Below
  c/o Morgan Guaranty Trust Company
    of New York, as Agent
  60 Wall Street
  New York, New York  10260-0060
  
  Dear Sirs:
  
  
            I am the Senior Vice President and General Counsel
  of Blount, Inc. (the "Borrower") and I have acted as counsel
  for the Borrower and Blount International, Inc. (the
  "Guarantor") in connection with the Credit Agreement (the
  "Credit Agreement") dated as of April 1, 1997 among the
  Borrower, the Guarantor, the banks listed on the signature
  pages thereof and Morgan Guaranty Trust Company of New York,
  as Agent.  Terms defined in the Credit Agreement are used
  herein as therein defined.  This opinion is being rendered
  to you at the request of my clients pursuant to Section
  3.01(c) of the Credit Agreement. 
  
            I have examined originals or copies, certified or
  otherwise identified to my satisfaction, of such documents,
  corporate records, certificates of public officials and
  other instruments and have conducted such other
  investigations of fact and law as I have deemed necessary
  for purposes of this opinion. 
  
            With respect to my opinion in paragraph (5) below,
  I have assumed that any action, suit or proceeding which
  could result in an adverse financial impact to the
  Guarantor, the Borrower or any Subsidiary of less than One
  Million Dollars would not materially adversely affect the
  business, consolidated financial position or consolidated
  results of operations of the Guarantor and its Subsidiary or
  the Borrower and its Subsidiaries. 
  
            My opinion in paragraph (6) below with respect to
  the Material Subsidiaries of the Guarantor or the Borrower
  that are incorporated in states of the United States of
  America is based solely on certificates of public officials
  pertaining thereto, and such opinion with respect to the
  Subsidiaries that are incorporated in Belgium, Brazil and
  Canada is based solely on the verbal opinions of local
  counsel.
  
            Upon the basis of the foregoing, I am of the
  opinion that:
  
            1.  Each of the Guarantor and the Borrower is a
  corporation duly incorporated, validly existing and in good
  standing under the laws of Delaware, and has all corporate
  powers required to carry on its business as now conducted. 
  
            2.  The execution, delivery and performance by
  each of the Guarantor and the Borrower of the Credit
  Agreement and by the Borrower of the Notes are within its
  corporate powers, have been duly authorized by all necessary
  corporate action, require no action by or in respect of, or
  filing with, any governmental body, agency or official and
  do not contravene, or constitute a default under, any
  provision of applicable law or regulation or of its
  certificate of incorporation or by-laws, or of any
  agreement, judgment, injunction, order, decree or other
  instrument known to me to which the Guarantor or the
  Borrower is a party or otherwise bound or result in the
  creation or imposition of any direct Lien on any asset of
  the Guarantor or the Borrower or any Material Subsidiary
  under any of the foregoing. 
  
            3.  The Credit Agreement constitutes a valid and
  binding agreement of each of the Guarantor and the Borrower
  and the Notes constitute valid and binding obligations of
  the Borrower, in each case enforceable in accordance with
  their terms, except as such obligations may be (a) limited
  by bankruptcy, insolvency or other similar laws affecting
  the enforcement of creditor's rights generally or
  (b) subject to general principles of equity (whether
  considered in a proceeding in equity or at law). 
  
            4.  Neither the Agent nor any of the Banks is
  required to be qualified to do business or file any
  designation for service of process or file any reports in
  the State of Alabama, or comply with any statutory or
  regulatory rule or requirement applicable only to financial
  institutions chartered or qualified to do business in the
  State of Alabama, solely by reason of its execution and
  delivery of the Credit Agreement or by reason of its
  participation in any of the transactions under or
  contemplated by the Credit Agreement, including, without
  limitation, the making of any loan contemplated thereby and
  the making and receipt of payments to be made by the
  Guarantor or Borrower pursuant to the Credit Agreement, and
  the validity and enforceability of the Credit Agreement will
  not be affected by the failure to so qualify or file. 
  
            5.  Except as disclosed in the footnotes to the
  financial statements delivered to each of the Banks as
  described in Section 4.04 of the Credit Agreement, there is
  not to my knowledge after due inquiry, any action, suit or
  proceeding pending against or affecting the Guarantor, the
  Borrower or any Subsidiary before any court or arbitrator or
  any governmental body, agency or official, or to the best of
  my knowledge threatened, in which there is a reasonable
  likelihood of an adverse decision that could materially
  adversely affect the business, consolidated financial
  position or consolidated results of operations of the
  Guarantor and its Subsidiaries considered as a whole or the
  Borrower and its Subsidiaries, considered as a whole, or
  which challenges the validity of the Credit Agreement or the
  Notes.
  
            6.  Each of the Material Subsidiaries that is
  incorporated in states of the United States of America and
  each of the Borrower's Subsidiaries incorporated in Belgium,
  Brazil or Canada, is a corporation validly existing and in
  good standing under the laws of its jurisdiction of
  incorporation. 
  
            7.  With respect to the choice of law provisions
  of the Notes and of Section 10.08 of the Credit Agreement,
  an Alabama court should conclude that the laws of the State
  of New York would govern the rights and duties of the
  parties thereto. 
  
            This opinion is limited in all respects to the
  laws of the State of Alabama, the federal laws of the United
  States of America and the General Corporation Law of the
  State of Delaware, and no opinion is hereby expressed with
  respect to any matters which may arise under laws of any
  other jurisdiction or any effect which such laws might have
  on the opinions herein set forth.  This opinion is furnished
  by me for your sole benefit and no other person or entity
  shall be entitled to rely on this opinion without my express
  prior written consent in each instance.   This opinion is
  limited to the matters expressly stated herein as of the
  date hereof, and no other opinions are implied or may be
  inferred.                             
  
                      Very truly yours,
  
  
                                                 EXHIBIT C
  
  
  
  
                          OPINION OF
            DAVIS POLK & WARDWELL, SPECIAL COUNSEL
                        FOR THE AGENT             
  
  
  
  
                                    [Effective Date]
  
  
  To the Banks and the Agent
    Referred to Below
  c/o Morgan Guaranty Trust Company
    of New York, as Agent
  60 Wall Street
  New York, New York  10260-0060
  
  Dear Sirs:
  
            We have participated in the preparation of the
  Credit Agreement (the "Credit Agreement") dated as of April
  1, 1997 among Blount, Inc., a Delaware corporation (the
  "Borrower"), Blount International, Inc., a Delaware
  corporation (the "Guarantor") the banks listed on the
  signature pages thereof (the "Banks") and Morgan Guaranty
  Trust Company of New York, as Agent (the "Agent"), and have
  acted as special counsel for the Agent for the purpose of
  rendering this opinion pursuant to Section 3.01(d) of the
  Credit Agreement.  Terms defined in the Credit Agreement are
  used herein as therein defined. 
  
            We have examined originals or copies, certified or
  otherwise identified to our satisfaction, of such documents,
  corporate records, certificates of public officials and
  other instruments and have conducted such other
  investigations of fact and law as we have deemed necessary
  or advisable for purposes of this opinion. 
  
            Upon the basis of the foregoing, we are of the
  opinion that:
  
            1.  The execution, delivery and performance by
  each of the Guarantor and the Borrower of the Credit
  Agreement and the Notes are within the its corporate powers
  and have been duly authorized by all necessary corporate
  action. 
  
            2.  The Credit Agreement constitutes a valid and
  binding agreement of each of the Guarantor and the Borrower
  and each Note constitutes a valid and binding obligation of
  the Borrower, in each case enforceable in accordance with
  its terms, except as the same may be limited by bankruptcy,
  insolvency or similar laws affecting creditors' rights
  generally and by general principles of equity.
  
            We are members of the Bar of the State of New York
  and the foregoing opinion is limited to the laws of the
  State of New York, the federal laws of the United States of
  America and the General Corporation Law of the State of
  Delaware.  In giving the foregoing opinion, we express no
  opinion as to the effect (if any) of any law of any
  jurisdiction (except the State of New York) in which any
  Bank is located which limits the rate of interest that such
  Bank may charge or collect. 
  
            This opinion is rendered solely to you in
  connection with the above matter.  This opinion may not be
  relied upon by you for any other purpose or relied upon by
  any other person without our prior written consent.
  
                               Very truly yours,
    <PAGE>
                                                 EXHIBIT D
  
  
  
             ASSIGNMENT AND ASSUMPTION AGREEMENT
  
  
  
  
  
            AGREEMENT dated as of _________, 19__ among
  [ASSIGNOR] (the "Assignor"), [ASSIGNEE] (the "Assignee"),
  BLOUNT, INC. (the "Borrower") and MORGAN GUARANTY TRUST
  COMPANY OF NEW YORK, as Agent (the "Agent"). 
  
                      W I T N E S E T H
  
  
            WHEREAS, this Assignment and Assumption Agreement
  (the "Agreement") relates to the Credit Agreement dated as
  of April 1, 1997 among the Borrower, Blount International,
  Inc., the Assignor and the other Banks party thereto, as
  Banks, and the Agent (the "Credit Agreement");
  
            WHEREAS, as provided under the Credit Agreement,
  the Assignor has a Commitment to make Loans to the Borrower
  in an aggregate principal amount at any time outstanding not
  to exceed $__________;
  
            WHEREAS, Loans made to the Borrower by the
  Assignor under the Credit Agreement in the aggregate
  principal amount of $__________ are outstanding at the date
  hereof; and
  
            WHEREAS, the Assignor proposes to assign to the
  Assignee all of the rights of the Assignor under the Credit
  Agreement in respect of a portion of its Commitment
  thereunder in an amount equal to $__________ (the "Assigned
  Amount"), together with a corresponding portion of its
  outstanding Loans, and the Assignee proposes to accept
  assignment of such rights and assume the corresponding
  obligations from the Assignor on such terms;
  
            NOW, THEREFORE, in consideration of the foregoing
  and the mutual agreements contained herein, the parties
  hereto agree as follows:
  
            SECTION 1.  Definitions. All capitalized terms not
  otherwise defined herein shall have the respective meanings
  set forth in the Credit Agreement. 
  
            SECTION 2.  Assignment.  The Assignor hereby
  assigns and sells to the Assignee all of the rights of the
  Assignor under the Credit Agreement to the extent of the
  Assigned Amount, and the Assignee hereby accepts such
  assignment from the Assignor and assumes all of the
  obligations of the Assignor under the Credit Agreement to
  the extent of the Assigned Amount, including the purchase
  from the Assignor of the corresponding portion of the
  principal amount of the Loans made by the Assignor
  outstanding at the date hereof.  Upon the execution and
  delivery hereof by the Assignor, the Assignee, the Borrower
  and the Agent and the payment of the amounts specified in
  Section 3 required to be paid on the date hereof (i) the
  Assignee shall, as of the date hereof, succeed to the rights
  and be obligated to perform the obligations of a Bank under
  the Credit Agreement with a Commitment in an amount equal to
  the Assigned Amount, and (ii) the Commitment of the Assignor
  shall, as of the date hereof, be reduced by a like amount
  and the Assignor released from its obligations under the
  Credit Agreement to the extent such obligations have been
  assumed by the Assignee.  The assignment provided for herein
  shall be without recourse to the Assignor. 
  
            SECTION 3.  Payments.  As consideration for the
  assignment and sale contemplated in Section 2 hereof, the
  Assignee shall pay to the Assignor on the date hereof in
  Federal funds an amount equal to $_________.  It is
  understood that commitment and/or facility fees accrued to
  the date hereof are for the account of the Assignor and such
  fees accruing from and including the date hereof are for the
  account of the Assignee.   Each of the Assignor and the
  Assignee hereby agrees that if it receives any amount under
  the Credit Agreement which is for the account of the other
  party hereto, it shall receive the same for the account of
  such other party to the extent of such other party's
  interest therein and shall promptly pay the same to such
  other party.
  
            [SECTION 4.  Consent of the Borrower and the
  Agent.  This Agreement is conditioned upon the consent of
  the Borrower and the Agent pursuant to Section 10.06(c) of
  the Credit Agreement.  The execution of this Agreement by
  the Borrower and the Agent is evidence of this consent. 
  Pursuant to Section 10.06(c) the Borrower agrees to execute
  and deliver a Note payable to the order of the Assignee to
  evidence the assignment and assumption provided for herein.]
  
            SECTION 5.  Non-Reliance on Assignor.  The
  Assignor makes no representation or warranty in connection
  with, and shall have no responsibility with respect to, the
  solvency, financial condition, or statements of the
  Borrower, or the validity and enforceability of the
  obligations of the Guarantor and the Borrower in respect of
  the Credit Agreement or any Note.   The Assignee
  acknowledges that it has, independently and without reliance
  on the Assignor, and based on such documents and information
  as it has deemed appropriate, made its own credit analysis
  and decision to enter into this Agreement and will continue
  to be responsible for making its own independent appraisal
  of the business, affairs and financial condition of the
  Guarantor and the Borrower. 
  
            SECTION 6.  Governing Law.  This Agreement shall
  be governed by and construed in accordance with the laws of
  the State of New York. 
  
            SECTION 7.  Counterparts.  This Agreement may be
  signed in any number of counterparts, each of which shall be
  an original, with the same effect as if the signatures
  thereto and hereto were upon the same instrument. 
  
            IN WITNESS WHEREOF, the parties have caused this
  Agreement to be executed and delivered by their duly
  authorized officers as of the date first above written. 
  
  
   
                                [ASSIGNOR]
  
  
                                By_________________________
                                  Title:
   
  
  
                                [ASSIGNEE]
  
  
                                By__________________________
                                  Title:
                                
  
  
                                BLOUNT, INC.
  
  
  
                                By_________________________
                                  Title:
  
  
  
                                MORGAN GUARANTY TRUST COMPANY
                                  OF NEW YORK, as Agent
  
  
                                By__________________________
                                  Title: