AMENDED AND RESTATED

                                  CREDIT AGREEMENT


                                        among


                             DIAGNOSTICS HOLDING, INC.,

                              DADE INTERNATIONAL INC.,

                            VARIOUS LENDING INSTITUTIONS,

                              THE BANK OF NOVA SCOTIA,
                     THE BANK OF TOKYO-MITSUBISHI TRUST COMPANY,
                         THE FIRST NATIONAL BANK OF BOSTON,
                            GE CAPITAL COMMERCIAL FINANCE
                AND SANWA BUSINESS CREDIT CORPORATION, AS CO-AGENTS,


                                         and


                               BANKERS TRUST COMPANY,
                                      AS AGENT


                          ________________________________

                               Dated as of May 7, 1996
                                         and
                      Amended and Restated as of April 29, 1997
                          ________________________________

                                    $564,140,000

<PAGE>


                                  TABLE OF CONTENTS

                                                                    Page


             SECTION 1.  Amount and Terms of Credit..................  1
                  1.01  Commitments..................................  1
                  1.02  Minimum Borrowing Amounts, etc...............  4
                  1.03  Notice of Borrowing..........................  5
                  1.04  Disbursement of Funds........................  5
                  1.05  Notes........................................  6
                  1.06  Conversions..................................  8
                  1.07  Pro Rata Borrowings..........................  9
                  1.08  Interest.....................................  9
                  1.09  Interest Periods............................. 10
                  1.10  Increased Costs, Illegality, etc............. 11
                  1.11  Compensation................................. 13
                  1.12  Change of Lending Office..................... 14
                  1.13  Replacement of Banks......................... 14

             SECTION 2.  Letters of Credit........................... 15
                  2.01  Letters of Credit............................ 15
                  2.02  Letter of Credit Requests; Notices of Issu-
                        ance......................................... 17
                  2.03  Agreement to Repay  Letter of Credit  Draw-
                        ings......................................... 17
                  2.04  Letter of Credit Participations.............. 18
                  2.05  Increased Costs.............................. 20

             SECTION 3.  Fees; Commitments........................... 21
                  3.01  Fees......................................... 21
                  3.02  Voluntary Termination or Reduction of Total
                        Unutilized Revolving Loan Commitment......... 22
                  3.03  Mandatory Adjustments of Commitments, etc.... 22

             SECTION 4.  Payments.................................... 24
                  4.01  Voluntary Prepayments........................ 24
                  4.02  Mandatory Prepayments........................ 25
                  4.03  Method and Place of Payment.................. 34
                  4.04  Net Payments................................. 34

             SECTION 5.  Conditions Precedent........................ 36
                  5.01  Execution of Agreement; Notes................ 36
                  5.02  No Default; Representations and Warranties... 36
                  5.03  Officer's Certificate........................ 37
                  5.04  Notice of Borrowing;  Letter of Credit  Re-
                        quest........................................ 37
                  5.05  Corporate Proceedings........................ 37
                  5.06  Adverse Change, etc.......................... 37
                  5.07  Litigation................................... 37

                                         (i)
<PAGE>

                                                                    Page


                  5.08  Approvals.................................... 38
                  5.09  Consummation of the Transaction.............. 38
                  5.10  Acknowledgements, etc........................ 39
                  5.11  Subsidiary Guaranty.......................... 40
                  5.12   Plans; Collective  Bargaining  Agreements;
                        Existing      Indebtedness      Agreements;
                        Shareholders'    Agreements;     Management
                        Agreements;  Employment  Agreements;   Non-
                        Compete    Agreements;    Tax    Allocation
                        Agreements; Material Contracts............... 40
                  5.13  Existing Indebtedness........................ 41
                  5.14  Payment of Fees.............................. 42

             SECTION 6.  Representations, Warranties and Agreements.. 42
                  6.01  Corporate Status............................. 42
                  6.02  Corporate Power and Authority................ 42
                  6.03  No Violation................................. 43
                  6.04  Litigation................................... 43
                  6.05  Use of Proceeds; Margin Regulations.......... 43
                  6.06  Governmental Approvals....................... 44
                  6.07  Investment Company Act....................... 44
                  6.08  Public Utility Holding Company Act........... 44
                  6.09  True and Complete Disclosure................. 44
                  6.10  Financial Condition; Financial Statements.... 44
                  6.11  Security Interests........................... 46
                  6.12  Representations  and  Warranties  in  Other
                        Documents.................................... 46
                  6.13  Transaction and Original Transaction......... 46
                  6.14  Special Purpose Corporation.................. 47
                  6.15  Compliance with ERISA........................ 47
                  6.16  Capitalization............................... 48
                  6.17  Subsidiaries................................. 49
                  6.18  Intellectual Property........................ 49
                  6.19  Compliance with Statutes, etc................ 49
                  6.20  Environmental Matters........................ 49
                  6.21  Properties................................... 50
                  6.22  Labor Relations.............................. 50
                  6.23  Tax Returns and Payments..................... 51
                  6.24  Existing Indebtedness........................ 51
                  6.25  Subordination................................ 52

             SECTION 7.  Affirmative Covenants....................... 52
                  7.01  Information Covenants........................ 52
                  7.02  Books, Records and Inspections............... 55
                  7.03  Insurance.................................... 56
                  7.04  Payment of Taxes............................. 56
                  7.05  Corporate Franchises......................... 56
                  7.06  Compliance with Statutes, etc................ 56
                  7.07  Compliance with Environmental Laws........... 57

                                        (ii)
<PAGE

                                                                    Page


                  7.08  ERISA........................................ 57
                  7.09  Good Repair.................................. 58
                  7.10  End of Fiscal Years; Fiscal Quarters......... 58
                  7.11  Additional Security; Further Assurances...... 58
                  7.12  Interest Rate Protection..................... 59
                  7.13  Register..................................... 59
                  7.14  Maintenance of Corporate Separateness........ 60
                  7.15  Baxter PIK Notes;  Baxter Preferred  Stock;
                        Permitted Holdings PIK Securities............ 60
                  7.16  Foreign Subsidiaries Security................ 61
                  7.17  Contributions; Payments...................... 62
                  7.18  Accounts Receivable Facility Transaction..... 62

             SECTION 8.  Negative Covenants.......................... 63
                  8.01  Changes in Business.......................... 63
                  8.02  Consolidation, Merger, Sale or Purchase  of
                        Assets, etc.................................. 63
                  8.03  Liens........................................ 69
                  8.04  Indebtedness................................. 72
                  8.05  Designated Senior Debt....................... 75
                  8.06  Advances, Investments and Loans.............. 75
                  8.07  Dividends, etc............................... 80
                  8.08  Transactions with Affiliates................. 83
                  8.09  Capital Expenditures......................... 83
                  8.10  Minimum Consolidated EBITDA.................. 86
                  8.11  Interest Coverage Ratio...................... 87
                  8.12  Current Ratio................................ 87
                  8.13  Leverage Ratio............................... 88
                  8.14  Limitation on Voluntary Payments and  Modi-
                        fications of Indebtedness; Modifications of
                        Certificate of  Incorporation, By-Laws  and
                        Certain  Other   Agreements;  Issuance   of
                        Capital Stock; etc........................... 89
                  8.15  Limitation on Certain Restrictions on  Sub-
                        sidiaries.................................... 90
                  8.16  Limitation on the Creation of Subsidiaries... 91

             SECTION 9.  Events of Default........................... 91
                  9.01  Payments..................................... 91
                  9.02  Representations, etc......................... 91
                  9.03  Covenants.................................... 91
                  9.04  Default Under Other Agreements............... 92
                  9.05  Bankruptcy, etc.............................. 92
                  9.06  ERISA........................................ 93
                  9.07  Security Documents........................... 93
                  9.08  Guaranties................................... 93
                  9.09  Judgments.................................... 93
                  9.10  Ownership.................................... 94
                  9.11  Distribution Agreement....................... 94

                                        (iii)
<PAGE>
                                                                    Page


                  9.12  Accounts Receivable Facility................. 94

             SECTION 10.  Definitions................................ 95

             SECTION 11.  The Agent..................................131
                  11.01  Appointment.................................131
                  11.02  Delegation of Duties........................132
                  11.03  Exculpatory Provisions......................132
                  11.04  Reliance by Agent...........................132
                  11.05  Notice of Default.....................
                  11.06  Non-Reliance on Agent and Other Banks.......133
                  11.07  Indemnification.............................134
                  11.08  Agent in its Individual Capacity............134
                  11.09  Holders.....................................134
                  11.10  Resignation of the Agent; Successor Agent...135

             SECTION 12.  Miscellaneous..............................135
                  12.01  Payment of Expenses, etc....................135
                  12.02  Right of Setoff; Collateral Matters.........136
                  12.03  Notices.....................................137
                  12.04  Benefit of Agreement........................137
                  12.05  No Waiver; Remedies Cumulative..............139
                  12.06  Payments Pro Rata...........................139
                  12.07  Calculations; Computations..................140
                  12.08  Governing Law; Submission to Jurisdiction;
                        Venue........................................140
                  12.09  Counterparts................................141
                  12.10  Effectiveness...............................141
                  12.11  Headings Descriptive........................142
                  12.12  Amendment or Waiver; etc....................142
                  12.13  Survival....................................143
                  12.14  Domicile of Loans...........................143
                  12.15  Confidentiality.............................144
                  12.16  Waiver of Jury Trial........................144
                  12.17  Additions of New Banks, etc.................144

             SECTION 13.  Holdings Guaranty..........................145
                  13.01  The Guaranty................................145
                  13.02  Bankruptcy..................................145
                  13.03  Nature of Liability.........................145
                  13.04  Independent Obligation......................146
                  13.05  Authorization...............................146
                  13.06  Reliance....................................147
                  13.07  Subordination...............................147
                  13.08  Waiver......................................147
                  13.09  Nature of Liability.........................149


             ANNEX I     List of Banks

                                        (iv)
<PAGE>
             ANNEX II    Bank Addresses
             ANNEX III   Real Properties
             ANNEX IV    Projections
             ANNEX V     Subsidiaries
             ANNEX VI    Insurance
             ANNEX VII   Existing Indebtedness
             ANNEX VIII  Existing Liens
             ANNEX IX    Projected Consolidated EBITDA
             ANNEX X     Target Ratios
             ANNEX XI    Existing Investments
             ANNEX XII   Original Letters of Credit
             ANNEX XIII  Acquisition Agreements
             ANNEX XIV   Capital Stock
             ANNEX XV     Taxes

             EXHIBIT A-1       --     Form of Notice of Borrowing
             EXHIBIT A-2       --     Form of Letter of Credit Request
             EXHIBIT B-1       --     Form of A Term Note
             EXHIBIT B-2       --     Form of B Term Note
             EXHIBIT B-3       --     Form of C Term Note
             EXHIBIT B-4       --     Form of D Term Note
             EXHIBIT B-5       --     Form of Revolving Note
             EXHIBIT B-6       --     Form of Swingline Note
             EXHIBIT C    --   Form of Section 4.04(b)(ii) Certificate
             EXHIBIT D    --   Form of Officers' Certificate
             EXHIBIT E    --   Form      of      Security      Documents
                               Acknowledgment and Amendment
             EXHIBIT F    --   Form      of     Subsidiary      Guaranty
                               Acknowledgment
             EXHIBIT G    --   Form of Subordination Provisions
             EXHIBIT H    --   Form   of   Assignment   and   Assumption
                               Agreement
             EXHIBIT I    --   Form of Intercompany Note
             EXHIBIT J     -   Form of Baxter PIK Note
             EXHIBIT K    --   Form of Shareholder Subordinated Note
             EXHIBIT L    --   Form of Baxter Preferred Stock
             EXHIBIT M    --   Form of Borrower Subordinated Note


                                         (v)
<PAGE>
          AMENDED AND RESTATED CREDIT AGREEMENT, dated as of May 7, 1996
and amended  and  restated  as of  April  29,  1997,  among  DIAGNOSTICS
HOLDING, INC., a Delaware  corporation ("Holdings"), DADE  INTERNATIONAL
INC., a Delaware corporation (the "Borrower"), the lenders from time  to
time party hereto (each, a "Bank"  and, collectively, the "Banks"),  and
BANKERS TRUST COMPANY, as Agent (in such capacity, the "Agent").  Unless
otherwise defined herein, all capitalized terms used herein and  defined
in Section 10 are used herein as so defined.

                            W I T N E S S E T H :

          WHEREAS, Holdings, the  Borrower, the Original  Banks and  the
Agent are parties  to a Credit  Agreement, dated as  of May 7, 1996 (as
amended and  modified to  but not  including the  Restatement  Effective
Date, the "Original Credit Agreement"); and

          WHEREAS, Holdings  and the  Borrower have  requested that  the
Original Credit Agreement be amended and restated, and the Banks and the
Agent are  willing to  amend and  restate the  same upon  the terms  and
conditions set forth below;

          NOW, THEREFORE,  the parties  hereto agree  that the  Original
Credit Agreement shall  be and  is hereby  amended and  restated in  its
entirety as follows:

          SECTION 1.  Amount and Terms of Credit.
          1.01  Commitments.  (A)   Subject to  and upon  the terms and
conditions herein set forth, each Bank  severally agrees to make a  loan
or loans to the Borrower, which loans shall be drawn, to the extent such
Bank has  a  commitment under  such  Facility,  under the  A  Term  Loan
Facility, the B Term Loan Facility, the C Term Loan Facility, the D Term
Loan Facility and the Revolving Loan Facility, as set forth below:
     
     (a)  Loans under the  A Term Loan Facility (each, an  "A Term
     Loan" and, collectively, the "A Term Loans") (i) shall be  incurred
     by the Borrower pursuant to a single drawing, which shall be on the
     Restatement Effective  Date,  (ii)  shall be  denominated  in  U.S.
     Dollars, (iii) shall  be made  as Base  Rate Loans  and, except  as
     hereinafter provided,  may,  at  the option  of  the  Borrower,  be
     maintained as and/or converted into  Base Rate Loans or  Eurodollar
     Loans, provided,  that (x)  all  A Term  Loans  made by  all  Banks
     pursuant to the same Borrowing shall, unless otherwise specifically
     provided herein, consist entirely of A Term Loans of the same  Type
     and (y)  no A  Term Loans  maintained as  Eurodollar Loans  may  be
     incurred prior  to  the earlier  of  (1)  the 90th  day  after  the
     Restatement Effective  Date and  (2)  that date  (the  "Syndication
     Date") upon which the Agent determines in its sole discretion  (and
     notifies the Borrower) that the primary syndication (and  resultant
     additions of institutions as Banks  pursuant to Section 12.04)  has
     been completed and (iv) shall not  exceed for any Bank at the  time
     of incurrence  thereof  on  the  Restatement  Effective  Date  that
     aggregate principal amount which equals the A Term Loan Commitment,
     if any, of such Bank at such time.   Once repaid, A Term Loans  may
     not be reborrowed.
  <PAGE>        
          (b)  Each loan under the B Term Loan Facility (each, a "B Term
     Loan" and, collectively, the "B Term Loans") (i) shall be  incurred
     by the Borrower pursuant to a single drawing, which shall be on the
     Restatement Effective  Date,  (ii)  shall be  denominated  in  U.S.
     Dollars, (iii) shall  be made  as Base  Rate Loans  and, except  as
     hereinafter provided,  may,  at  the option  of  the  Borrower,  be
     maintained as and/or converted into  Base Rate Loans or  Eurodollar
     Loans, provided,  that (x)  all  B Term  Loans  made by  all  Banks     
     pursuant to the same Borrowing shall, unless otherwise specifically
     provided herein, consist entirely of B Term Loans of the same  Type
     and (y)  no B  Term Loans  maintained as  Eurodollar Loans  may  be
     incurred prior  to  the earlier  of  (1)  the 90th  day  after  the
     Restatement Effective Date  and (2) the  Syndication Date and  (iv)
     shall not exceed for any Bank at the time of incurrence thereof  on
     the Restatement  Effective  Date that  aggregate  principal  amount
     which equals the B  Term Loan Commitment, if  any, of such Bank  at
     such time.  Once repaid, B Term Loans may not be reborrowed.

          (c)  Each loan under the C Term Loan Facility (each, a "C Term
     Loan" and, collectively, the "C Term Loans") (i) shall be  incurred
     by the Borrower pursuant to a single drawing, which shall be on the
     Restatement Effective  Date,  (ii)  shall be  denominated  in  U.S.
     Dollars, (iii) shall  be made  as Base  Rate Loans  and, except  as
     hereinafter provided,  may,  at  the option  of  the  Borrower,  be
     maintained as and/or converted into  Base Rate Loans or  Eurodollar
     Loans, provided,  that (x)  all  C Term  Loans  made by  all  Banks
     pursuant to the same Borrowing shall, unless otherwise specifically
     provided herein, consist entirely of C Term Loans of the same  Type
     and (y)  no C  Term Loans  maintained as  Eurodollar Loans  may  be
     incurred prior  to  the earlier  of  (1)  the 90th  day  after  the
     Restatement Effective Date  and (2) the  Syndication Date and  (iv)
     shall not exceed for any Bank at the time of incurrence thereof  on
     the Restatement  Effective  Date that  aggregate  principal  amount
     which equals the C  Term Loan Commitment, if  any, of such Bank  at
     such time.  Once repaid, C Term Loans may not be reborrowed.

          (d)  Each loan under the D Term Loan Facility (each, a "D Term
     Loan" and, collectively, the "D Term Loans") (i) shall be  incurred
     by the Borrower pursuant to a single drawing, which shall be on the
     Restatement Effective  Date,  (ii)  shall be  denominated  in  U.S.
     Dollars, (iii) shall  be made  as Base  Rate Loans  and, except  as
     hereinafter provided,  may,  at  the option  of  the  Borrower,  be
     maintained as and/or converted into  Base Rate Loans or  Eurodollar
     Loans, provided,  that (x)  all  D Term  Loans  made by  all  Banks
     pursuant to the same Borrowing shall, unless otherwise specifically
     provided herein, consist entirely of D Term Loans of the same  Type
     and (y)  no D  Term Loans  maintained as  Eurodollar Loans  may  be
     incurred prior  to  the earlier  of  (1)  the 90th  day  after  the
     Restatement Effective Date  and (2) the  Syndication Date and  (iv)
     shall not exceed for any Bank at the time of incurrence thereof  on
     the Restatement  Effective  Date that  aggregate  principal  amount
     which equals the D  Term Loan Commitment, if  any, of such Bank  at
     such time.  Once repaid, D Term Loans may not be reborrowed.
<PAGE>
          (e)  Each loan  under the  Revolving  Loan Facility  (each,  a
     "Revolving Loan" and, collectively, the "Revolving Loans") (i)  may
     be incurred by the Borrower  at any time and  from time to time  on
     and after the Restatement Effective Date and prior to the Revolving
     Loan Maturity  Date, (ii)  shall be  denominated in  U.S.  Dollars,
     (iii) except as hereinafter  provided, may,  at the  option of  the
     Borrower, be incurred and maintained as and/or converted into  Base
     Rate Loans or  Eurodollar Loans, provided,  that (x) all  Revolving
     Loans made as part  of the same  Borrowing shall, unless  otherwise
     specifically provided  herein, consist  of Revolving  Loans of  the
     same Type and (y) no incurrences of, or conversions into, Revolving
     Loans maintained as Eurodollar Loans may  be effected prior to  the
     earlier of (1) the  90th day after  the Restatement Effective  Date
     and (2) the Syndication Date, (iv) may be repaid and reborrowed  in
     accordance with the provisions hereof and (v) shall not exceed  for
     any Bank at  any time outstanding  that aggregate principal  amount
     which, when combined with (I) the aggregate principal amount of all
     other then outstanding Revolving Loans made  by such Bank and  (II)
     such Bank's  RL Percentage,  if any,  of the  Swingline Loans  then
     outstanding and  the Letter  of Credit  Outstandings (exclusive  of     
     Unpaid  Drawings  which  are  repaid  with  the  proceeds  of,  and
     simultaneously with the incurrence of, Revolving Loans or Swingline
     Loans) at such time, equals the Revolving Loan Commitment, if  any,
     of such Bank at such time.

          (B)  Subject to and upon the  terms and conditions herein  set
forth, BTCo in its  individual capacity agrees to  make at any time  and
from time to time after the Restatement Effective Date and prior to  the
Swingline Expiry  Date,  a  loan  or loans  to  the  Borrower  (each,  a
"Swingline  Loan"  and,  collectively,  the  "Swingline  Loans"),  which
Swingline Loans (i)  shall be made  and maintained as  Base Rate  Loans,
(ii) shall  be denominated  in U.S.  Dollars, (iii)  may be  repaid  and
reborrowed in  accordance with  the provisions  hereof, (iv)  shall  not
exceed in  aggregate  principal amount  at  any time  outstanding,  when
combined with the aggregate principal amount of all Revolving Loans then
outstanding and the Letter of  Credit Outstandings (exclusive of  Unpaid
Drawings which are repaid with the proceeds of, and simultaneously  with
the incurrence of, Revolving Loans or Swingline Loans) at such time,  an
amount equal to the Total Revolving  Loan Commitment then in effect  and
(v)  shall  not  exceed  in  aggregate  principal  amount  at  any  time
outstanding the Maximum Swingline Amount.   BTCo shall not be  obligated
to make any Swingline Loans at a time when a Bank Default exists  unless
BTCo has entered into arrangements satisfactory  to it and the  Borrower
to eliminate BTCo's risk with respect to the Defaulting Bank's or Banks'
participation in such Swingline Loans, including by cash collateralizing
such Defaulting  Bank's  or  Banks' RL  Percentage  of  the  outstanding
Swingline Loans.   BTCo  will not  make a  Swingline Loan  after it  has
received written notice from the Borrower or the Required Banks  stating
that a Default or  an Event of  Default exists until  such time as  BTCo
shall have received a  written notice of (i)  rescission of such  notice
from the  party or  parties originally  delivering the  same or  (ii)  a
waiver of such Default or Event of Default from the Required Banks.
<PAGE>
          (C)  On any Business  Day, BTCo may,  in its sole  discretion,
give notice to the RL Banks  that its outstanding Swingline Loans  shall
be funded with a Borrowing of  Revolving Loans (provided that each  such
notice shall  be  deemed  to have  been  automatically  given  upon  the
occurrence of a  Default or an  Event of Default  under Section 9.05 or
upon the exercise of any of the remedies provided in the last  paragraph
of Section 9), in which case a Borrowing of Revolving Loans constituting
Base Rate Loans (each such Borrowing, a "Mandatory Borrowing") shall  be
made on the immediately succeeding Business Day by all RL Banks pro rata
based on each RL Bank's RL Percentage, and the proceeds thereof shall be
applied directly to  repay BTCo  for such  outstanding Swingline  Loans.
Each RL Bank hereby irrevocably agrees to make Base Rate Loans upon  one
Business Day's notice pursuant to each Mandatory Borrowing in the amount
and in the manner  specified in the preceding  sentence and on the  date
specified in writing by BTCo, notwithstanding (i) that the amount of the
Mandatory Borrowing may  not comply  with the  Minimum Borrowing  Amount
otherwise required hereunder, (ii)  whether any conditions specified  in
Section 5 are then  satisfied, (iii) whether  a Default or  an Event  of
Default has occurred and is continuing, (iv) the date of such  Mandatory
Borrowing and (v) any reduction in  the Total Revolving Loan  Commitment
after any  such  Swingline Loans  were  made.   In  the event  that  any
Mandatory Borrowing cannot for any reason be made on the date  otherwise
required above  (including,  without  limitation, as  a  result  of  the
commencement of a proceeding under the Bankruptcy Code in respect of the
Borrower), each RL Bank  (other than BTCo) hereby  agrees that it  shall
forthwith  purchase  from  BTCo  (without  recourse  or  warranty)  such
assignment of the outstanding Swingline Loans  as shall be necessary  to
cause the RL Banks to share  in such Swingline Loans ratably based  upon
their respective RL Percentages, provided  that all interest payable  on
the Swingline Loans shall be for the account of BTCo until the date  the
respective assignment is  purchased and, to  the extent attributable  to
the purchased assignment,  shall be payable  to the  RL Bank  purchasing
same from and after such date of purchase.<PAGE>
          
          1.02  Minimum Borrowing Amounts, etc  The aggregate  principal
amount of each  Borrowing under a  Facility shall not  be less than  the
Minimum Borrowing Amount for such Facility.  More than one Borrowing may
be incurred  on  any day;  provided,  that at  no  time shall  there  be
outstanding more than fifteen Borrowings of Eurodollar Loans.
<PAGE>
          1.03  Notice of Borrowing.  (a)  Whenever the Borrower desires
to incur Loans  under any  Facility (excluding  Borrowings of  Swingline
Loans and Mandatory Borrowings), it shall  give the Agent at its  Notice
Office, prior to  11:00 A.M. (New  York time), at  least three  Business
Days' prior written notice (or  telephonic notice promptly confirmed  in
writing) of each Borrowing of Eurodollar Loans and at least one Business
Day's prior written notice (or  telephonic notice promptly confirmed  in
writing) of each  Borrowing of  Base Rate  Loans to  be made  hereunder.
Each such  notice  (each, a  "Notice  of Borrowing")  shall,  except  as
provided in  Section 1.10,  be irrevocable,  and, in  the case  of  each
written notice and each confirmation of  telephonic notice, shall be  in
the form  of Exhibit A-1, appropriately  completed to  specify (i)  the
Facility pursuant  to which  such  Borrowing is  to  be made,  (ii)  the
aggregate principal amount  of the  Loans to  be made  pursuant to  such
Borrowing, (iii) the date of such  Borrowing (which shall be a  Business
Day) and (iv)  whether the respective  Borrowing shall  consist of  Base
Rate Loans or, to the extent permitted hereunder, Eurodollar Loans  and,
if Eurodollar  Loans, the  Interest Period  to be  initially  applicable
thereto.  The  Agent shall promptly  give each Bank  written notice  (or
telephonic notice  promptly  confirmed  in  writing)  of  each  proposed
Borrowing, of such Bank's  proportionate share thereof,  if any, and  of
the other matters covered by the Notice of Borrowing.

          (b)  (i)  Whenever the Borrower desires to make a Borrowing of
Swingline Loans hereunder, it shall give BTCo not later than 12:00  Noon
(New York time) on the  day such Swingline Loan  is to be made,  written
notice (or  telephonic notice  promptly confirmed  in writing)  of  each
Swingline Loan  to  be  made  hereunder.   Each  such  notice  shall  be
irrevocable and  shall  specify  in  each case  (x)  the  date  of  such
Borrowing (which  shall  be  a  Business  Day)  and  (y)  the  aggregate
principal amount  of the  Swingline Loan  to be  made pursuant  to  such
Borrowing.

          (ii)  Mandatory Borrowings  shall  be  made  upon  the  notice
specified in Section 1.01(C), with the Borrower irrevocably agreeing, by
its incurrence  of  any  Swingline Loan,  to  the  making  of  Mandatory
Borrowings as set forth in such Section.

          (c)  Without  in  any  way  limiting  the  obligation  of  the
Borrower to confirm  in writing any  telephonic notice  permitted to  be
given hereunder,  the Agent  or BTCo  (in  the case  of a  Borrowing  of
Swingline Loans) or the respective Letter of Credit Issuer (in the  case
of Letters of  Credit), as  the case  may be,  may prior  to receipt  of
written confirmation  act  without  liability upon  the  basis  of  such
telephonic notice, believed by the Agent, BTCo or such Letter of  Credit
Issuer, as the  case may  be, in  good faith  to be  from an  Authorized
Officer of the Borrower.  In each such case, the Borrower hereby  waives
the right  to dispute  the  Agent's, BTCo's  or  such Letter  of  Credit
Issuer's record of the terms of such telephonic notice.
<PAGE>
          1.04  Disbursement of Funds.   (a)  No  later than  1:00 P.M.
(New York time) on  the date specified in  each Notice of Borrowing  (or
(x) in the case of Swingline Loans,  not later than 2:00 P.M. (New  York
time) on the date specified in Section 1.03(b)(i) or (y) in the case  of
Mandatory Borrowings, not later than 12:00  Noon (New York time) on  the
date specified in Section  1.01(C)), each Bank  with a Commitment  under
the respective Facility will make available its pro rata share, if  any,
of each Borrowing requested to be made on  such date (or in the case  of
Swingline Loans, BTCo shall make available  the full amount thereof)  in
the manner provided below.  All  amounts shall be made available to  the
Agent in U.S.  Dollars and immediately  available funds  at the  Payment
Office and the  Agent promptly will  make available to  the Borrower  by
depositing to its  account at the  Payment Office the  aggregate of  the
amounts so made  available in the  type of funds  received.  Unless  the
Agent shall  have  been  notified by  any  Bank  prior to  the  date  of
Borrowing that such Bank does not intend to make available to the  Agent
its portion of the Borrowing or Borrowings to be made on such date,  the
Agent may assume that  such Bank has made  such amount available to  the
Agent on such date  of Borrowing, and the  Agent, in reliance upon  such
assumption, may (in its sole discretion and without any obligation to do
so) make available  to the  Borrower a  corresponding amount.   If  such
corresponding amount is not in fact made available to the Agent by  such
Bank and the Agent  has made available same  to the Borrower, the  Agent
shall be entitled to recover such  corresponding amount from such  Bank.
If such Bank does not pay  such corresponding amount forthwith upon  the
Agent's demand therefor, the Agent  shall promptly notify the  Borrower,
and the Borrower shall immediately pay such corresponding amount to  the
Agent.  The Agent shall also be entitled to recover from the Bank or the
Borrower, as the case may be,  interest on such corresponding amount  in
respect of each  day from the  date such corresponding  amount was  made
available by the Agent  to the Borrower to  the date such  corresponding
amount is recovered by the Agent,  at a rate per  annum equal to (x)  if
paid by such Bank, the  overnight Federal Funds rate  or (y) if paid  by
the Borrower,  the  then  applicable rate  of  interest,  calculated  in
accordance with Section 1.08, for the respective Loans.

          (b)  Nothing herein shall be  deemed to relieve any Bank  from
its obligation to fulfill its commitments hereunder or to prejudice  any
rights which the Borrower may have against  any Bank as a result of  any
default by such Bank hereunder.
<PAGE>
          1.05  Notes.  (a)  The  Borrower's  obligation   to  pay   the
principal of, and interest  on, all the  Loans made to  it by each  Bank
shall  be  evidenced  (i)  if  A  Term  Loans,  by  a  promissory   note
substantially in  the  form of  Exhibit  B-1 with  blanks  appropriately
completed  in  conformity  herewith  (each,   an  "A  Term  Note"   and,
collectively, the "A Term Notes"), (ii) if B Term Loans, by a promissory
note substantially in the form of Exhibit B-2 with blanks  appropriately
completed  in  conformity   herewith (each,  a   "B  Term  Note"    and,
collectively, the  "B  Term  Notes"),  (iii)  if  C  Term  Loans,  by  a
promissory note substantially  in the form  of Exhibit  B-3 with  blanks
appropriately completed in  conformity herewith (each,  a "C Term  Note"
and, collectively,  the "C  Term Notes"),  (iv) if  D Term  Loans, by  a
promissory note substantially  in the form  of Exhibit  B-4 with  blanks
appropriately completed in  conformity herewith (each,  a "D Term  Note"
and, collectively, the  "D Term Notes"),  (v) if Revolving  Loans, by  a
promissory note substantially  in the form  of Exhibit  B-5 with  blanks
appropriately completed in conformity herewith (each, a "Revolving Note"
and, collectively,  the  "Revolving Notes") and (vi) if Swingline Loans,
by  a  promissory  note  substantially in the form of Exhibit  B-6  with
blanks appropriately completed  in  conformity  herewith (the "Swingline
Note").

          (b)  The A Term Note issued to each Bank shall (i) be executed
by the  Borrower, (ii)  be payable  to the  order of  such Bank  or  its
registered assigns and be dated the Restatement Effective Date, (iii) be
in a stated  principal amount equal  to the A  Term Loans  made by  such
Bank, (iv) mature on the A Term Loan Maturity Date, (v) bear interest as
provided in the  appropriate clause of  Section 1.08 in  respect of  the
Base Rate Loans  and Eurodollar  Loans, as  the case  may be,  evidenced
thereby, (vi) be subject to voluntary prepayment as provided in  Section
4.01, and mandatory repayment as provided in Section 4.02, and (vii)  be
entitled to  the  benefits  of  this  Agreement  and  the  other  Credit
Documents.          

          (c)  The B Term Note issued to each Bank shall (i) be executed
by the  Borrower, (ii)  be payable  to the  order of  such Bank  or  its
registered assigns and be dated the Restatement Effective Date, (iii) be
in a stated  principal amount equal  to the B  Term Loans  made by  such
Bank, (iv) mature on the B Term Loan Maturity Date, (v) bear interest as
provided in the  appropriate clause of  Section 1.08 in  respect of  the
Base Rate Loans  and Eurodollar  Loans, as  the case  may be,  evidenced
thereby, (vi) be subject to voluntary prepayment as provided in  Section
4.01, and mandatory repayment as provided in Section 4.02, and (vii)  be
entitled to  the  benefits  of  this  Agreement  and  the  other  Credit
Documents.

          (d)  The C Term Note issued to each Bank shall (i) be executed
by the  Borrower, (ii)  be payable  to the  order of  such Bank  or  its
registered assigns and be dated the Restatement Effective Date, (iii) be
in a stated  principal amount equal  to the C  Term Loans  made by  such
Bank, (iv) mature on the C Term Loan Maturity Date, (v) bear interest as
provided in the  appropriate clause of  Section 1.08 in  respect of  the
Base Rate Loans  and Eurodollar  Loans, as  the case  may be,  evidenced
thereby, (vi) be subject to voluntary prepayment as provided in  Section
4.01, and mandatory repayment as provided in Section 4.02, and (vii)  be
entitled to  the  benefits  of  this  Agreement  and  the  other  Credit
Documents.
<PAGE>
          (e)  The D Term Note issued to each Bank shall (i) be executed
by the  Borrower, (ii)  be payable  to the  order of  such Bank  or  its
registered assigns and be dated the Restatement Effective Date, (iii) be
in a stated  principal amount equal  to the D  Term Loans  made by  such
Bank, (iv) mature on the D Term Loan Maturity Date, (v) bear interest as
provided in the  appropriate clause of  Section 1.08 in  respect of  the
Base Rate Loans  and Eurodollar  Loans, as  the case  may be,  evidenced
thereby, (vi) be subject to voluntary prepayment as provided in  Section
4.01, and mandatory repayment as provided in Section 4.02, and (vii)  be
entitled to  the  benefits  of  this  Agreement  and  the  other  Credit
Documents.

          (f)  The Revolving  Note  issued to  each  Bank shall  (i)  be
executed by the Borrower, (ii) be payable  to the order of such Bank  or
its registered  assigns and  be dated  the Restatement  Effective  Date,
(iii) be  in a  stated  principal amount  equal  to the  Revolving  Loan
Commitment of such Bank  and be payable in  the principal amount of  the
Revolving Loans evidenced  thereby, (iv)  mature on  the Revolving  Loan
Maturity Date, (v) bear interest as  provided in the appropriate  clause
of Section 1.08 in respect of the Base Rate Loans and Eurodollar  Loans,
as the case  may be,  evidenced thereby,  (vi) be  subject to  voluntary
prepayment as  provided  in Section  4.01,  and mandatory  repayment  as
provided in Section 4.02, and (vii) be entitled to the benefits of  this
Agreement and the other Credit Documents.

          (g)  The Swingline Note issued to  BTCo shall (i) be  executed
by the Borrower, (ii) be payable to the order of BTCo or its  registered
assigns and  be dated  the Restatement  Effective Date,  (iii) be  in  a
stated principal amount  equal to the  Maximum Swingline  Amount and  be
payable in  the  principal  amount  of  the  Swingline  Loans  evidenced
thereby, (iv) mature on the Swingline Expiry Date, (v) bear interest  as
provided in Section  1.08 in respect  of the Base  Rate Loans  evidenced
thereby, (vi) be subject to voluntary prepayment as provided in  Section
4.01, and mandatory repayment as provided in Section 4.02, and (vii)  be
entitled to  the  benefits  of  this  Agreement  and  the  other  Credit
Documents.

          (h)  Each Bank will note on its internal records the amount of
each Loan made by it and each payment in respect thereof and will  prior
to any transfer of any of its Notes endorse on the reverse side  thereof
the outstanding principal amount of Loans evidenced thereby.  Failure to
make any such notation  shall not affect  the Borrower's obligations  in
respect of such Loans.
<PAGE>
          1.06  Conversions.   The Borrower  shall  have the  option  to
convert on any Business Day occurring on or after the earlier of (x) the
90th day after the  Restatement Effective Date  and (y) the  Syndication
Date, all  or  a  portion  at least  equal  to  the  applicable  Minimum
Borrowing Amount of the outstanding principal amount of the Loans (other
than Swingline Loans which at all times shall be maintained as Base Rate
Loans) owing  by the  Borrower  pursuant to  a  single Facility  into  a
Borrowing or Borrowings  of another Type  of Loan  under such  Facility;
provided, that (i) except as otherwise  provided in Section 1.10(b),  no
partial conversion of a Borrowing of  Eurodollar Loans shall reduce  the
outstanding principal amount  of the Eurodollar  Loans made pursuant  to
such Borrowing  to less  than the  Minimum Borrowing  Amount  applicable
thereto, (ii)  Base Rate  Loans may  only be  converted into  Eurodollar
Loans if no payment Default, or Event of Default, is in existence on the
date  of  the  conversion  and  (iii)  Borrowings  of  Eurodollar  Loans
resulting from this Section 1.06 shall be limited in number as  provided
in Section 1.02.  Each such conversion shall be effected by the Borrower
by giving the Agent at its Notice Office, prior to 11:00 A.M. (New  York
time), at least three Business Days' (or one Business Day's in the  case
of  a  conversion  into  Base  Rate  Loans)  prior  written  notice  (or
telephonic notice promptly  confirmed in  writing) (each,  a "Notice  of
Conversion") specifying the Loans to be so converted, the Type of  Loans
to be  converted  into and,  if  to be  converted  into a  Borrowing  of
Eurodollar  Loans,  the  Interest  Period  to  be  initially  applicable
thereto.   The Agent  shall give  each Bank  prompt notice  of any  such
proposed conversion affecting any of its Loans.

          1.07  Pro Rata  Borrowings.   All Borrowings  of Loans  (other
than Swingline Loans) under  this Agreement shall be  made by the  Banks
pro rata on  the basis of  their A Term  Loan Commitments,  B Term  Loan
Commitments, C  Term  Loan  Commitments,  D  Term  Loan  Commitments  or
Revolving Loan Commitments, as the case  may be.  It is understood  that
no Bank shall be responsible  for any default by  any other Bank of  its
obligation to make Loans hereunder and that each Bank shall be obligated
to make the Loans to be made by it hereunder, regardless of the  failure
of any other Bank to fulfill its commitments hereunder.

          1.08  Interest.  (a)  The unpaid principal amount of each Base
Rate Loan shall  bear interest from  the date of  the Borrowing  thereof
until the  earlier  of (i)  the  maturity (whether  by  acceleration  or
otherwise) of such Base Rate Loan  and (ii) the conversion of such  Base
Rate Loan to a Eurodollar Loan pursuant  to Section 1.06, at a rate  per
annum which shall at all times  be the Applicable Base Rate Margin  plus
the Base Rate in effect from time to time.

          (b)  The unpaid principal amount of each Eurodollar Loan shall
bear interest from the date of  the Borrowing thereof until the  earlier
of (i)  the maturity  (whether by  acceleration  or otherwise)  of  such
Eurodollar Loan and  (ii) the conversion  of such Eurodollar  Loan to  a
Base Rate Loan pursuant to Section 1.06, 1.09 or 1.10(b), as applicable,
at a  rate  per  annum  which  shall at  all  times  be  the  Applicable
Eurodollar Margin plus the relevant Eurodollar Rate.
<PAGE>
          (c)  Overdue principal and,  to the extent  permitted by  law,
overdue interest in respect of each  Loan shall bear interest at a  rate
per annum equal to the greater of (x) the rate which is 2% in excess  of
the rate then borne by such Loans and (y) the rate which is 2% in excess
of the rate  otherwise applicable to  Base Rate Loans  of such  Facility
from time to time.   Interest which accrues  under this Section  1.08(c)
shall be payable on demand.

          (d)  Interest shall accrue from and including the date of any
Borrowing to but excluding the date  of any repayment thereof and  shall
be payable (i) in respect of  each Base Rate Loan, quarterly in  arrears
on each Quarterly Payment Date, (ii) in respect of each Eurodollar Loan,
on (x) the date  of any prepayment or  repayment thereof (on the  amount
prepaid or repaid), (y) the date of any conversion into a Base Rate Loan
pursuant to Section 1.06, 1.09 or 1.10(b), as applicable (on the  amount
converted) and  (z) the  last day  of  each Interest  Period  applicable
thereto and,  in the  case of  an  Interest Period  in excess  of  three
months, on each date occurring at three month intervals after the  first
day of  such Interest  Period and  (iii)  in respect  of each  Loan,  at
maturity  (whether  by  acceleration  or  otherwise)  and,  after   such
maturity, on demand.
<PAGE>
          (e)  All computations of interest  hereunder shall be made  in
accordance with Section 12.07(b).

          (f)  The Agent,  upon determining  the interest  rate for  any
Borrowing of Eurodollar  Loans for any  Interest Period, shall  promptly
notify the Borrower and the Banks thereof.

          1.09  Interest Periods.   At the  time the  Borrower gives  a
Notice of Borrowing or Notice of Conversion in respect of the making of,
or conversion into, a Borrowing of Eurodollar Loans (in the case of  the
initial Interest Period applicable thereto) or prior to 12:00 Noon  (New
York time)  on the  third Business  Day prior  to the  expiration of  an
Interest Period applicable to a Borrowing of Eurodollar Loans, it  shall
have the right to elect the Interest Period applicable to such Borrowing
by giving  the  Agent  written notice  (or  telephonic  notice  promptly
confirmed in  writing)  thereof, which  Interest  Period shall,  at  the
option of the Borrower, be a one, two, three or six-month period or,  to
the extent approved by  all Banks with  a Commitment and/or  outstanding
Loans, as the case  may be, of the  respective Facility, a  twelve-month
period.  Notwithstanding anything to the contrary contained above:

           (i)  all Eurodollar Loans comprising a Borrowing  shall have
     the same Interest Period;

          (ii)  the  initial  Interest  Period  for  any  Borrowing   of
     Eurodollar Loans  shall  commence on  the  date of  such  Borrowing
     (including the date of any conversion from a Borrowing of Base Rate
     Loans) and each Interest Period occurring thereafter in respect  of
     such Borrowing  shall  commence  on  the  day  on  which  the  next
     preceding Interest Period expires;

         (iii)  if any Interest Period begins on  a day for which  there
     is no numerically corresponding  day in the  calendar month at  the
     end of such Interest Period, such Interest Period shall end on  the
     last Business Day of such calendar month;

          (iv)  if any Interest Period would  otherwise expire on a  day
     which is not a Business Day,  such Interest Period shall expire  on
     the next succeeding  Business Day, provided,  that if any  Interest
     Period would otherwise expire on a day which is not a Business  Day
     but is  a day  of the  month after  which no  further Business  Day
     occurs in such month, such Interest Period shall expire on the next
     preceding Business Day;

           (v)  no Interest Period for a Borrowing under a Facility  may
     be elected if it would extend  beyond the respective Maturity  Date
     for such Facility;

          (vi)  no Interest Period  may be elected  at any  time when  a
     payment Default, or an Event of Default, is then in existence; and
<PAGE>
         (vii)  no Interest Period with respect to any Borrowing of Term
     Loans  shall  extend  beyond  any  date  upon  which  a   mandatory
     prepayment of such Term Loans is required to be made under  Section     
     4.02(A)(b) (i), (ii), (iii) or (iv), as the case may be, if,  after
     giving effect  to  the  selection  of  such  Interest  Period,  the
     aggregate  principal  amount  of  such  Term  Loans  maintained  as
     Eurodollar Loans with  Interest Periods ending  after such date  of
     mandatory repayment would exceed the aggregate principal amount  of
     such Term Loans  permitted to be  outstanding after such  mandatory
     prepayment.

If upon the expiration of any  Interest Period, the Borrower has  failed
to elect, or is not permitted to  elect by virtue of the application  of
clause (vi)  above,  a new  Interest  Period  to be  applicable  to  the
respective Borrowing of Eurodollar Loans as provided above, the Borrower
shall be  deemed  to have  elected  to  convert such  Borrowing  into  a
Borrowing of Base Rate Loans effective as of the expiration date of such
current Interest Period.

          1.10  Increased Costs,  Illegality, etc.   (a)  In the  event
that (x) in the case of clause (i) below,  the Agent or (y) in the  case
of clauses (ii) and (iii) below, any Bank, shall have determined  (which
determination shall, absent manifest error, be final and conclusive  and
binding upon all parties hereto):

           (i)  on any date for determining the Eurodollar Rate for  any
     Interest Period, that, by reason of  any changes arising after  the
     Restatement  Effective  Date  affecting  the  interbank  Eurodollar
     market, adequate and fair means do  not exist for ascertaining  the
     applicable  interest  rate  on  the  basis  provided  for  in   the
     definition of Eurodollar Rate; or

          (ii)  at any time, that such Bank shall incur increased  costs
     or reductions in the amounts received or receivable hereunder  with
     respect to any Eurodollar Loans (other  than any increased cost  or
     reduction in the amount received  or receivable resulting from  the
     imposition of  or a  change in  the  rate of  net income  taxes  or
     similar charges) because  of (x) any  change since the  Restatement
     Effective  Date   in  any   applicable  law,   governmental   rule,
     regulation, guideline, order or request (whether or not having  the
     force of law), or in  the interpretation or administration  thereof
     and including the introduction of any new law or governmental rule,
     regulation, guideline, order or request (such as, for example,  but
     not limited to a change in  official reserve requirements, but,  in
     all events, excluding reserves required  under Regulation D to  the
     extent included in the computation  of the Eurodollar Rate)  and/or
     (y)  other  circumstances  affecting   such  Bank,  the   interbank
     Eurodollar market or the position of such Bank in such market; or

         (iii)  at any time since  the Restatement Effective Date,  that
     the making  or  continuance  of  any  Eurodollar  Loan  has  become
     unlawful by compliance  by such Bank  in good faith  with any  law,
     governmental  rule,  regulation,  guideline  or  order  (or   would
     conflict with any such governmental rule, regulation, guideline  or
     order not  having  the  force  of law  but  with  which  such  Bank
     customarily complies even  though the failure  to comply  therewith
     would not be unlawful), or has become impracticable as a result  of
     a contingency occurring after the Restatement Effective Date  which
     materially and adversely affects the interbank Eurodollar market;
<PAGE>
then, and in  any such event,  such Bank (or  the Agent in  the case  of
clause (i)  above)  shall  (x) on  such  date  and (y)  as  promptly  as
practicable (and in any event within 10 Business Days) after the date on
which such event no longer exists give notice (by telephone confirmed in
writing) to the Borrower and (except in  the case of clause (i)) to  the
Agent of  such  determination (which  notice  the Agent  shall  promptly
transmit to each of the  other Banks).  Thereafter,  (x) in the case  of
clause (i) above, Eurodollar  Loans shall no  longer be available  until
such time as  the Agent  notifies the Borrower  and the  Banks that  the
circumstances giving rise to such notice  by the Agent no longer  exist,
and any  Notice  of Borrowing  or  Notice  of Conversion  given  by  the
Borrower with  respect  to Eurodollar  Loans  which have  not  yet  been
incurred shall be deemed rescinded by  the Borrower, (y) in the case  of
clause (ii) above, the Borrower agrees to pay to such Bank, upon written
demand therefor (accompanied by the  written notice referred to  below),
such additional  amounts (in  the form  of an  increased rate  of, or  a
different method of calculating, interest or  otherwise as such Bank  in
its sole discretion shall determine) as shall be required to  compensate
such Bank for such increased costs or reductions in amounts received  or
receivable hereunder (a written notice as to the additional amounts owed
to such Bank, showing the basis  for the calculation thereof,  submitted
to the Borrower by such Bank shall, absent manifest error, be final  and
conclusive and binding upon all parties  hereto) and (z) in the case  of
clause (iii) above, the Borrower shall take one of the actions specified
in Section 1.10(b) as promptly as possible and, in any event, within the
time period required by law.

          (b)  At any time that any Eurodollar  Loan is affected by  the
circumstances described in  Section 1.10(a)(ii) or  (iii), the  Borrower
may (and in the case of  a Eurodollar Loan affected pursuant to  Section
1.10(a)(iii) the Borrower shall) either  (i) if the affected  Eurodollar
Loan is then being made pursuant  to a Borrowing, cancel said  Borrowing
by giving the  Agent telephonic notice  (confirmed promptly in  writing)
thereof on  the same  date that  the  Borrower was  notified by  a  Bank
pursuant to  Section 1.10(a)(ii)  or (iii)),  or  (ii) if  the  affected
Eurodollar Loan is then outstanding, upon at least three Business  Days'
notice to the  Agent, require  the affected  Bank to  convert each  such
Eurodollar Loan into a Base Rate Loan (which conversion, in the case  of
the circumstances  described in  Section  1.10(a)(iii), shall  occur  no
later than the last day of  the Interest Period then applicable to  such
Eurodollar Loan (or such earlier date as shall be required by applicable
law)); provided, that  if more than  one Bank is  affected at any  time,
then all  affected Banks  must  be treated  the  same pursuant  to  this
Section 1.10(b).
<PAGE>          
          (c)  If  any  Bank  shall  have  determined  that  after   the
Restatement  Effective  Date,  the  adoption  or  effectiveness  of  any
applicable law, rule  or regulation regarding  capital adequacy, or  any
change therein, or  any change in  the interpretation or  administration
thereof by the National Association of Insurance Commissioners  ("NAIC")
or any governmental authority, central bank or comparable agency charged
with the interpretation or administration thereof, or compliance by such
Bank or  any  corporation controlling  such  Bank with  any  request  or
directive regarding capital adequacy (whether or not having the force of
law) of  the NAIC  or any  such authority,  central bank  or  comparable
agency, has or would have the effect  of reducing the rate of return  on
such  Bank's  or  such  other  corporation's  capital  or  assets  as  a
consequence of such  Bank's Commitments  or obligations  hereunder to  a
level below that which  such Bank or such  other corporation could  have
achieved but  for such  adoption,  effectiveness, change  or  compliance
(taking into  consideration  such  Bank's or  such  other  corporation's
policies with respect to capital adequacy), then from time to time, upon
written demand by such Bank (with  a copy to the Agent), accompanied  by
the notice referred  to in  the last sentence  of this  clause (c),  the
Borrower agrees to pay to such Bank such additional amount or amounts as
will compensate such Bank or such other corporation  for such reduction.
Each Bank, upon determining  in good faith  that any additional  amounts
will be  payable pursuant  to this  Section  1.10(c), will  give  prompt
written notice thereof to the Borrower, which notice shall set forth the
basis of  the  calculation  of such  additional  amounts,  although  the
failure to  give any  such  notice shall  not  release or  diminish  the
Borrower's obligations  to  pay  additional  amounts  pursuant  to  this
Section 1.10(c) upon the subsequent receipt of such notice.
          
          1.11  Compensation.  The  Borrower agrees  to compensate  each
Bank, promptly upon its written request  (which request shall set  forth
the basis for requesting such compensation and shall be made through the
Agent), for all reasonable losses, expenses and liabilities  (including,
without limitation, any loss, expense or liability incurred by reason of
the liquidation or reemployment of deposits  or other funds required  by
such Bank to fund its Eurodollar Loans but excluding loss of anticipated
profit with respect to any Loans) which  such Bank may sustain:  (i)  if
for any  reason (other  than a  default by  such Bank  or the  Agent)  a
Borrowing of  Eurodollar  Loans  does not  occur  on  a  date  specified
therefor in a Notice  of Borrowing or Notice  of Conversion (whether  or
not withdrawn by the  Borrower or deemed  withdrawn pursuant to  Section
1.10(a)); (ii) if any repayment  (including any repayment made  pursuant
to Section 4.02 or as a result of an acceleration of the Loans  pursuant
to Section 9)  or conversion of  any Eurodollar Loans  occurs on a  date
which is not  the last  day of  an Interest  Period applicable  thereto;
(iii) if any prepayment of any Eurodollar Loans is not made on any  date
specified in a notice of prepayment given by the Borrower; or (iv) as  a
consequence of  (x) any  other  default by  the  Borrower to  repay  its
Eurodollar Loans when required by the terms of this Agreement or (y)  an
election made pursuant to Section 1.10(b).   Calculation of all  amounts
payable to a Bank under this Section  1.11 shall be made as though  that
Bank had  actually  funded  its relevant  Eurodollar  Loan  through  the
purchase of a Eurodollar deposit bearing interest at the Eurodollar Rate
in an  amount  equal to  the  amount of  that  Loan, having  a  maturity
comparable to the relevant Interest Period  and through the transfer  of
such Eurodollar  deposit from  an  offshore office  of  that Bank  to  a
domestic office of that Bank in the United States of America;  provided,
however, that each  Bank may fund  each of its  Eurodollar Loans in  any
manner it sees fit and the  foregoing assumption shall be utilized  only
for the calculation of amounts payable under this Section 1.11.
<PAGE>
          1.12  Change of Lending Office.  Each Bank  agrees that, upon
the occurrence of  any event  giving rise  to the  operation of  Section
1.10(a)(ii) or (iii), 1.10(c), 2.05 or  4.04 with respect to such  Bank,
it will, if requested by the  Borrower, use reasonable efforts  (subject
to overall  policy considerations  of such  Bank) to  designate  another
lending office  for any  Loans or  Letters of  Credit affected  by  such
event; provided, that such  designation is made on  such terms that,  in
the sole judgment of such Bank, such Bank and its lending office  suffer
no economic,  legal  or  regulatory disadvantage,  with  the  object  of
avoiding the consequences of the event  giving rise to the operation  of
any such Section.  Nothing in this Section 1.12 shall affect or postpone
any of the obligations of the Borrower or the right of any Bank provided
in Section 1.10, 2.05 or 4.04.
<PAGE>
          1.13  Replacement of  Banks.  (x)   If  any  Bank  becomes  a
Defaulting Bank, (y) upon the occurrence of any event giving rise to the
operation of Section 1.10(a)(ii) or (iii), Section 1.10(c), Section 2.05
or Section 4.04  with respect  to any Bank  which results  in such  Bank
charging to  the  Borrower increased  costs  in excess  of  those  being
generally charged by the other Banks or (z) in the case of a refusal  by
a Bank to consent to a proposed change, waiver, discharge or termination
with respect to this Agreement which  has been approved by the  Required
Banks as  provided in  Section 12.12(b),  the  Borrower shall  have  the
right, if  no payment  Default, or  Event of  Default, then  exists,  to
replace such Bank (the "Replaced Bank") with one or more other  Eligible
Transferee or Transferees,  none of whom  shall constitute a  Defaulting
Bank at the  time of  such replacement  (collectively, the  "Replacement
Bank") reasonably acceptable to the Agent, provided that (i) at the time
of any replacement pursuant to this  Section 1.13, the Replacement  Bank
shall enter  into  one  or more  Assignment  and  Assumption  Agreements
pursuant to Section 12.04(b) (and with all fees payable pursuant to said
Section 12.04(b) to be paid by  the Replacement Bank) pursuant to  which
the  Replacement  Bank  shall  acquire   all  of  the  Commitments   and
outstanding Loans  of, and  in each  case participations  in Letters  of
Credit by, the Replaced Bank and, in connection therewith, shall pay  to
(x) the Replaced Bank in respect thereof  an amount equal to the sum  of
(A) an amount equal  to the principal of,  and all accrued interest  on,
all outstanding Loans of the Replaced  Bank, (B) an amount equal to  all
Unpaid Drawings that have  been funded by (and  not reimbursed to)  such
Replaced Bank,  together  with all  then  unpaid interest  with  respect
thereto at  such  time and  (C)  an amount  equal  to all  accrued,  but
theretofore unpaid, Fees owing to the Replaced Bank pursuant to  Section
3.01, (y) the respective Letter of Credit Issuer an amount equal to such
Replaced Bank's RL Percentage of any Unpaid Drawing (which at such  time
remains an Unpaid Drawing) with respect to a Letter of Credit issued  by
it to the extent such amount was not theretofore funded by such Replaced
Bank and (z) BTCo an amount equal to such Replaced Bank's RL  Percentage
of any Mandatory Borrowing to the extent such amount was not theretofore
funded by  such  Replaced Bank,  and  (ii) all  obligations  (including,
without limitation, all such amounts, if any, owing under Section  1.11)
of  the  Borrower  owing  to  the   Replaced  Bank  (other  than   those
specifically described  in clause  (i) above  in  respect of  which  the
assignment purchase  price has  been, or  is concurrently  being,  paid)
shall be  paid in  full to  such Replaced  Bank concurrently  with  such
replacement.   Upon  the  execution of  the  respective  Assignment  and
Assumption Agreements, the payment of amounts referred to in clauses (i)
and (ii) above,  recordation of the  assignment on the  Register by  the
Agent pursuant to Section 7.13 and,  if so requested by the  Replacement
Bank, delivery to the Replacement Bank of the appropriate Note or  Notes
executed by the Borrower, (x) the  Replacement Bank shall become a  Bank
hereunder and  the  Replaced  Bank shall  cease  to  constitute  a  Bank
hereunder, except with respect to indemnification provisions under  this
Agreement, which shall survive as to such Replaced Bank and (y) Annex  I
hereto shall  be  deemed modified  to  reflect the  changed  Commitments
(and/or outstanding Term Loans, as the  case may be) resulting from  the
assignment from the Replaced Bank to the Replacement Bank.<PAGE>
<PAGE>          
          SECTION 2.  Letters of Credit.

          2.01  Letters of Credit.  (a)   Subject to and upon the  terms
and conditions herein set  forth, the Borrower may  request a Letter  of
Credit Issuer  at  any time  and  from time  to  time on  or  after  the
Restatement Effective Date and prior to the Revolving Loan Maturity Date
to issue, for the account of the  Borrower and in support of, (x)  trade
obligations of the Borrower or any of its Subsidiaries that arise in the
ordinary course  of business  and are  in respect  of general  corporate
purposes of the Borrower or its Subsidiaries, as the case may be, and/or
(y) on a standby basis, L/C Supportable Indebtedness, and subject to and
upon the terms  and conditions herein  set forth each  Letter of  Credit
Issuer agrees to issue from time to time, irrevocable letters of  credit
in such form as may  be approved by such  Letter of Credit Issuer  (each
such letter  of credit,  a "Letter  of  Credit" and,  collectively,  the
"Letters of  Credit").   Notwithstanding  the  foregoing, no  Letter  of
Credit Issuer  shall be  under any  obligation to  issue any  Letter  of
Credit if at the time of such issuance:

          (i)  any  order,  judgment  or  decree  of  any   governmental
     authority or arbitrator  shall purport by  its terms  to enjoin  or
     restrain such Letter of Credit Issuer  from issuing such Letter  of
     Credit or  any requirement  of law  applicable  to such  Letter  of
     Credit Issuer or any  request or directive  (whether or not  having
     the force of law) from any governmental authority with jurisdiction
     over such Letter of Credit Issuer  shall prohibit, or request  that
     such Letter of Credit Issuer refrain from, the issuance of  letters
     of credit generally or such Letter of Credit in particular or shall
     impose upon  such Letter  of Credit  Issuer  with respect  to  such
     Letter of Credit any restriction or reserve or capital  requirement
     (for  which  such  Letter  of   Credit  Issuer  is  not   otherwise
     compensated) not in  effect on the  Restatement Effective Date,  or
     any unreimbursed loss, cost or expense which was not applicable, in
     effect or  known  to  such  Letter  of  Credit  Issuer  as  of  the
     Restatement Effective Date, and which such Letter of Credit  Issuer
     in good faith deems material to it; or

         (ii)  such Letter of Credit  Issuer shall have received  notice
     from the Required  Banks prior to  the issuance of  such Letter  of
     Credit of the type described in clause (vi) of Section 2.01(b).
<PAGE>
          (b)  Notwithstanding the foregoing,  (i) no  Letter of  Credit
shall be issued the Stated Amount of which, when added to the Letter  of
Credit Outstandings (exclusive  of Unpaid Drawings  which are repaid  on
the date of,  and prior  to the issuance  of, the  respective Letter  of
Credit) at such time,  would exceed either (x)  $35,000,000 or (y)  when
added to  the aggregate  principal amount  of  all Revolving  Loans  and
Swingline Loans then outstanding, the Total Revolving Loan Commitment at
such time; (ii) (x) each standby  Letter of Credit shall have an  expiry
date occurring not  later than  one year  after such  standby Letter  of
Credit's date of issuance, provided, that  any standby Letter of  Credit
may be automatically renewable for periods of up to one year so long  as
such standby Letter  of Credit provides  that the  respective Letter  of
Credit Issuer retains an option, satisfactory  to such Letter of  Credit
Issuer, to terminate such  standby Letter of  Credit within a  specified
period of time prior to each  scheduled renewal date and (y) each  trade
Letter of Credit shall have an expiry date occurring not later than  180
days after such trade Letter of Credit's date of issuance; (iii) (x)  no
standby Letter of Credit shall have an expiry date occurring later  than
the Business Day next preceding the Revolving Loan Maturity Date and (y)
no trade Letter of Credit shall have an expiry date occurring later than
30 days prior to the Revolving  Loan Maturity Date; (iv) each Letter  of
Credit shall be denominated  in U.S. Dollars; (v)  the Stated Amount  of
each Letter of  Credit shall not  be less than  $100,000 or such  lesser
amount as is  acceptable to  the Letter of  Credit Issuer;  and (vi)  no
Letter of Credit  Issuer will issue  any Letter of  Credit after it  has
received written notice from the Borrower or the Required Banks  stating
that a Default or  an Event of  Default exists until  such time as  such
Letter of Credit  Issuer shall  have received  a written  notice of  (i)
rescission  of  such  notice  from  the  party  or  parties   originally
delivering the same or (ii) a waiver of such Default or Event of Default
by the Required Banks.

          (c)  Notwithstanding  the  foregoing,  in  the  event  a  Bank
Default exists, no Letter  of Credit Issuer shall  be required to  issue
any Letter of Credit unless the  respective Letter of Credit Issuer  has
entered into  arrangements  satisfactory  to  it  and  the  Borrower  to
eliminate such  Letter  of Credit  Issuer's  risk with  respect  to  the
participation in  Letters of  Credit of  the Defaulting  Bank or  Banks,
including by cash  collateralizing such Defaulting  Bank's or Banks'  RL
Percentage of the Letter of Credit Outstandings.

          (d)  Annex XII hereto contains a description of all letters of
credit issued pursuant to the Original Credit Agreement and  outstanding
on the  Restatement  Effective  Date.    Each  such  letter  of  credit,
including any extension or renewal thereof  (each, as amended from  time
to time in accordance  with the terms thereof  and hereof, an  "Original
Letter of  Credit")  shall  constitute a  "Letter  of  Credit"  for  all
purposes of this Agreement, issued, for purposes of Section 2.04(a),  on
the Restatement Effective Date.  Any Bank hereunder to the extent it has
issued an Original Letter of Credit that is to remain outstanding on the
Restatement Effective Date shall constitute a "Letter of Credit  Issuer"
for all purposes of this Agreement.
<PAGE>
          2.02  Letter  of   Credit  Requests;   Notices  of   Issuance.
(a)  Whenever it desires that a Letter of Credit be issued, the Borrower
shall give the Agent and the respective Letter of Credit Issuer  written
notice (or  telephonic notice  confirmed in  writing) thereof  prior  to
12:00 Noon (New York time) at least five Business Days (or such  shorter
period as may be  acceptable to such Letter  of Credit Issuer) prior  to
the proposed date  of issuance (which  shall be a  Business Day),  which
written notice shall be in the form of Exhibit A-2 (each such notice,  a
"Letter of  Credit  Request").   Each  Letter of  Credit  Request  shall
include any other documents  as the respective  Letter of Credit  Issuer
customarily requires in connection therewith.  The Agent shall  promptly
transmit copies of each Letter of Credit Request to each RL Bank.

          (b)  Each Letter of Credit Issuer shall,  on the date of  each
issuance of or amendment  or modification to a  Letter of Credit by  it,
give the Agent,  each RL  Bank and the  Borrower written  notice of  the
issuance of  or amendment  or modification  to  such Letter  of  Credit,
accompanied by a copy to the Agent of the Letter of Credit or Letters of
Credit issued by it and each such amendment or modification thereto.

          2.03  Agreement to Repay Letter of Credit Drawings.  (a)   The
Borrower hereby  agrees to  reimburse the  respective Letter  of  Credit
Issuer, by making payment to the Agent in immediately available funds at
the Payment Office, for any payment or disbursement made by such  Letter
of Credit Issuer  under any  Letter of Credit  issued by  it (each  such
amount so paid or  disbursed until reimbursed,  an "Unpaid Drawing")  no
later than  one Business  Day  following the  date  of such  payment  or
disbursement, with interest on the amount  so paid or disbursed by  such
Letter of Credit Issuer, to the extent not reimbursed prior to 1:00 P.M.
(New York time) on  the date of such  payment or disbursement, from  and
including the date paid or disbursed to but not including the date  such
Letter of Credit Issuer is reimbursed therefor at a rate per annum which
shall be the Applicable Base Rate Margin plus the Base Rate as in effect
from time to time for Revolving  Loans (plus an additional 2% per  annum
if not  reimbursed by  the third  Business Day  after the  date of  such
payment or disbursement), such  interest also to  be payable on  demand.
Each Letter of Credit Issuer shall provide the Borrower prompt notice of
any payment or disbursement made by it under any Letter of Credit issued
by it, although  the failure  of, or delay  in, giving  any such  notice
shall not release or diminish the obligations of the Borrower under this
Section 2.03(a) or under any other Section of this Agreement.

          (b)  The Borrower's  obligation  under this  Section  2.03  to
reimburse the respective Letter of Credit Issuer with respect to  Unpaid
Drawings (including, in each case,  interest thereon) shall be  absolute
and unconditional under  any and all  circumstances and irrespective  of
any setoff, counterclaim or  defense to payment  which the Borrower  may
have or have had against such Letter of Credit Issuer, the Agent or  any
Bank, including, without limitation, any defense based upon the  failure
of any drawing under a Letter of Credit  issued by it to conform to  the
terms of the Letter of Credit  or any non-application or  misapplication
by the beneficiary of the proceeds  of such drawing; provided,  however,
that the Borrower  shall not be  obligated to reimburse  such Letter  of
Credit Issuer for  any wrongful payment  made by such  Letter of  Credit
Issuer under a  Letter of Credit  issued by it  as a result  of acts  or
omissions constituting  willful misconduct  or gross  negligence on  the
part of such Letter of Credit Issuer.
<PAGE>
          2.04  Letter of Credit Participations.  (a)  Immediately upon
the issuance by a Letter of Credit Issuer of any Letter of Credit,  such
Letter of Credit Issuer shall be deemed to have sold and transferred  to
each other RL Bank, and each such RL Bank (each, a "Participant")  shall
be deemed irrevocably and unconditionally to have purchased and received
from such  Letter of  Credit Issuer,  without recourse  or warranty,  an
undivided  interest   and  participation,   to   the  extent   of   such
Participant's RL Percentage, in such  Letter of Credit, each  substitute
letter of credit, each  drawing made thereunder  and the obligations  of
the Borrower under this Agreement with respect thereto (although  Letter
of Credit Fees shall be payable directly to the Agent for the account of
the RL Banks as provided in  Section 3.01(b) and the Participants  shall
have no  right  to receive  any  portion of  any  Facing Fees)  and  any
security therefor or guaranty  pertaining thereto.   Upon any change  in
the Revolving Loan Commitments of the RL Banks pursuant to Section  1.13
or 12.04(b) or otherwise, it is hereby agreed that, with respect to  all
outstanding Letters of  Credit and Unpaid  Drawings, there  shall be  an
automatic adjustment to the participations pursuant to this Section 2.04
to reflect the new RL Percentages of the assigning and assignee Banks.

          (b)  In determining whether to pay under any Letter of Credit,
no Letter of  Credit Issuer shall  have any obligation  relative to  the
Participants other than to determine that  any documents required to  be
delivered under such Letter of Credit have been delivered and that  they
appear to comply on their face  with the requirements of such Letter  of
Credit.  Any action taken or omitted to be taken by any Letter of Credit
Issuer under or in connection with any Letter of Credit issued by it  if
taken  or  omitted  in  the  absence  of  gross  negligence  or  willful
misconduct, shall  not  create for  such  Letter of  Credit  Issuer  any
resulting liability.
<PAGE>
          (c)  In the event that any Letter of Credit  Issuer makes any
payment under any Letter of Credit  issued by it and the Borrower  shall
not have reimbursed such amount in full to such Letter of Credit  Issuer
pursuant to Section 2.03(a), such Letter of Credit Issuer shall promptly
notify the Agent, and the Agent  shall promptly notify each  Participant
of such failure, and each Participant shall promptly and unconditionally
pay to the Agent for  the account of such  Letter of Credit Issuer,  the
amount of  such Participant's  RL Percentage  of  such payment  in  U.S.
Dollars and in same  day funds; provided,  however, that no  Participant
shall be  obligated  to pay  to  the Agent  its  RL Percentage  of  such
unreimbursed amount  for any  wrongful payment  made by  such Letter  of
Credit Issuer under a Letter of Credit issued by it as a result of  acts
or omissions constituting willful misconduct or gross negligence on  the
part of such  Letter of Credit  Issuer.  If  the Agent  so notifies  any
Participant required to fund a payment under a Letter of Credit prior to
11:00 A.M. (New York time) on  any Business Day, such Participant  shall
make available to the Agent for the account of the respective Letter  of
Credit Issuer such  Participant's RL Percentage  of the  amount of  such
payment on such Business Day in  same day funds.   If and to the  extent
such Participant shall not have so made its RL Percentage of the  amount
of such payment available to the Agent for the account of the respective
Letter of Credit Issuer, such Participant agrees to pay to the Agent for
the account of such  Letter of Credit Issuer,  forthwith on demand  such
amount, together  with interest  thereon, for  each day  from such  date
until the date such amount is paid to the Agent for the account of  such
Letter of  Credit Issuer  at  the overnight  Federal  Funds rate.    The
failure of  any Participant  to  make available  to  the Agent  for  the
account of the respective Letter of  Credit Issuer its RL Percentage  of
any payment under any  Letter of Credit issued  by it shall not  relieve
any other Participant of its obligation  hereunder to make available  to
the Agent  for  the account  of  such Letter  of  Credit Issuer  its  RL
Percentage of any payment  under any such Letter  of Credit on the  date
required, as specified  above, but no  Participant shall be  responsible
for the failure of any other Participant to make available to the  Agent
for the account of such Letter of Credit Issuer such other Participant's
RL Percentage of any such payment.

          (d)  Whenever any Letter of  Credit Issuer receives a  payment
of a reimbursement obligation as to which the Agent has received for the
account  of  such  Letter  of  Credit  Issuer  any  payments  from   the
Participants pursuant to clause (c) above, such Letter of Credit  Issuer
shall promptly pay to the Agent and the Agent shall promptly pay to each
Participant which has paid  its RL Percentage  thereof, in U.S.  Dollars
and in  same  day  funds,  an amount  equal  to  such  Participant's  RL
Percentage of the principal amount thereof and interest thereon accruing
after the purchase of the respective participations.

          (e)  The obligations of the  Participants to make payments  to
the Agent for the account of the respective Letter of Credit Issuer with
respect to Letters of Credit issued  by it shall be irrevocable and  not
subject  to  counterclaim,  set-off  or  other  defense  or  any   other
qualification or exception  whatsoever and shall  be made in  accordance
with the terms and conditions of this Agreement under all circumstances,
including, without limitation, any of the following circumstances:

           (i)  any lack of validity or enforceability of this Agreement
     or any of the other Credit Documents;
<PAGE>
          (ii)  the existence of  any claim, set-off,  defense or  other
     right which the Borrower may have at any time against a beneficiary
     named in a Letter of Credit, any transferee of any Letter of Credit
     (or any Person  for whom any  such transferee may  be acting),  the
     Agent, any  Letter of  Credit Issuer,  any Bank,  or other  Person,
     whether in connection  with this Agreement,  any Letter of  Credit,
     the transactions contemplated herein or any unrelated  transactions
     (including any underlying transaction  between the Borrower or  any
     of its Subsidiaries and the beneficiary named in any such Letter of
     Credit);

         (iii)  any draft, certificate or other document presented under
     the Letter of Credit proving to  be forged, fraudulent, invalid  or
     insufficient in any respect or  any statement therein being  untrue
     or inaccurate in any respect;

          (iv)  the surrender  or impairment  of  any security  for  the
     performance or observance of any of the terms of any of the  Credit
     Documents; or

           (v)  the occurrence of any Default or Event of Default.          
           2.05  Increased Costs.   If after  the Restatement  Effective
Date, the  adoption or  effectiveness of  any  applicable law,  rule  or
regulation, or any change therein, 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 Letter of Credit Issuer or any Participant
with any request or directive (whether  or not having the force of  law)
by any such authority,  central bank or  comparable agency shall  either
(i) impose,  modify or  make applicable  any reserve,  deposit,  capital
adequacy or similar requirement against Letters of Credit issued by such
Letter of Credit Issuer or such Participant's participation therein,  or
(ii) impose on any Letter of Credit Issuer or any Participant any  other
conditions affecting  this  Agreement,  any Letter  of  Credit  or  such
Participant's participation  therein;  and  the result  of  any  of  the
foregoing is to  increase the cost  to such Letter  of Credit Issuer  or
such Participant of issuing, maintaining or participating in any  Letter
of Credit, or to reduce the amount of any sum received or receivable  by
such Letter of Credit Issuer or  such Participant hereunder, then,  upon
written demand to the Borrower by  such Letter of Credit Issuer or  such
Participant (a copy  of which  notice shall be  sent by  such Letter  of
Credit Issuer  or such  Participant to  the Agent),  accompanied by  the
certificate described in  the last sentence  of this  Section 2.05,  the
Borrower shall pay to such Letter  of Credit Issuer or such  Participant
such additional  amount or  amounts as  will compensate  such Letter  of
Credit Issuer or such Participant for such increased cost or  reduction.
A certificate submitted to the Borrower by such Letter of Credit  Issuer
or such Participant,  as the case  may be (a  copy of which  certificate
shall be sent by such Letter of Credit Issuer or such Participant to the
Agent), setting forth the basis for the determination of such additional
amount or amounts necessary to compensate  such Letter of Credit  Issuer
or such  Participant as  aforesaid shall  be  final and  conclusive  and
binding on the Borrower absent manifest  error, although the failure  to
deliver  any  such  certificate  shall  not  release  or  diminish   the
Borrower's obligations  to  pay  additional  amounts  pursuant  to  this
Section 2.05 upon subsequent receipt of such certificate.
<PAGE>
          SECTION 3.  Fees; Commitments.

          3.01  Fees.   (a)  The Borrower  shall pay  to the  Agent  for
distribution to each Bank  a commitment fee  (the "Commitment Fee")  for
the period from the Restatement Effective Date to but not including  the
date the Total Commitment has been  terminated, computed at the rate  of
1/2 of 1% per annum on the daily Aggregate Unutilized Commitment of such
Bank.  Accrued Commitment  Fees shall be due  and payable in arrears  on
the Restatement  Effective  Date  and thereafter,  in  arrears  on  each
Quarterly Payment Date and the date upon which the Total Revolving  Loan
Commitment is terminated.

          (b)  The Borrower shall pay  to the Agent  for the account  of
the RL Banks pro  rata on the basis  of their RL  Percentages, a fee  in
respect of each Letter of Credit  (the "Letter of Credit Fee")  computed
at a rate per  annum equal to the  Applicable Eurodollar Margin then  in
effect with respect  to Revolving Loans  on the daily  Stated Amount  of
such Letter of Credit.  Accrued Letter  of Credit Fees shall be due  and
payable quarterly in arrears on each Quarterly Payment Date and upon the
first day after the termination of  the Total Revolving Loan  Commitment
upon which no Letters of Credit remain outstanding.

          (c)  The Borrower shall pay  to the Agent  for the account  of
the respective Letter of Credit Issuer  a fee in respect of each  Letter
of Credit issued  by such  Letter of  Credit Issuer  (the "Facing  Fee")
computed at the rate of 1/4 of 1%  per annum on the daily Stated  Amount
of such Letter of  Credit; provided, that in  no event shall the  annual
Facing Fee with respect to each Letter  of Credit be less than $500;  it
being agreed that, on the date of  issuance of any Letter of Credit  and
on each anniversary thereof prior to  the termination of such Letter  of
Credit, if $500 will exceed the  amount of Facing Fees that will  accrue
with respect to such Letter of Credit for the immediately succeeding 12-
month  period, the full $500 shall be payable on the date of issuance of
such Letter of Credit and on each such anniversary thereof prior to  the
termination of  such  Letter of  Credit.    Except as  provided  in  the
immediately preceding sentence,  accrued Facing  Fees shall  be due  and
payable quarterly in arrears on each Quarterly Payment Date and upon the
first day after the termination of  the Total Revolving Loan  Commitment
upon which no Letters of Credit remain outstanding.

          (d)  The  Borrower  hereby  agrees  to  pay  directly  to  the
respective Letter of Credit Issuer upon each issuance of, payment under,
and/or amendment of,  a Letter  of Credit issued  by it  such amount  as
shall at  the  time  of  such issuance,  payment  or  amendment  be  the
administrative charge which such Letter of Credit Issuer is  customarily
charging for issuances of, payments under  or amendments of, letters  of
credit issued by it.

          (e)  The Borrower shall pay to the Agent, for its own account,
such fees as may be agreed to from time to time between the Borrower and
the Agent, when and as due.

          (f)  All computations of Fees shall be made in accordance with
Section 12.07(b).
<PAGE>
          3.02  Voluntary Termination or  Reduction of Total  Unutilized
Revolving Loan Commitment.  (a) Upon at least  two Business Days' prior
written notice (or telephonic notice  promptly confirmed in writing)  to
the Agent at its  Notice Office (which notice  the Agent shall  promptly
transmit to  each of  the Banks),  the Borrower  shall have  the  right,
without premium or penalty, to terminate  or partially reduce the  Total
Unutilized  Revolving  Loan  Commitment;  provided  that  (x)  any  such
termination or  partial reduction  shall  apply to  proportionately  and
permanently reduce the Revolving Loan Commitment of each of the RL Banks
and (y) any partial reduction pursuant to this Section 3.02 shall be  in
the amount of at least $1,000,000.

          (b)  In the event of certain refusals by a Bank to consent  to
certain proposed  changes,  waivers,  discharges  or  terminations  with
respect to this Agreement which have been approved by the Required Banks
as provided in Section 12.12(b), the Borrower shall have the right, upon
five Business Days'  prior written  notice to  the Agent  at its  Notice
Office (which notice the  Agent shall promptly transmit  to each of  the
Banks), to terminate the entire Revolving Loan Commitment of such  Bank,
so long as all  Loans, together with accrued  and unpaid interest,  Fees
and  all  other  amounts,  due  and  owing  to  such  Bank  are   repaid
concurrently with  the effectiveness  of  such termination  pursuant  to
Section 4.01(b) and the Borrower shall pay to the Agent at such time  an
amount  in  cash  and/or  Cash  Equivalents  equal  to  such  Bank's  RL
Percentage of the outstanding Letters of Credit (which cash and/or  Cash
Equivalents shall be held by the  Agent as security for the  obligations
of the  Borrower hereunder  in respect  of  the outstanding  Letters  of
Credit pursuant to  a cash collateral  agreement to be  entered into  in
form and substance  reasonably satisfactory  to the  Agent, which  shall
permit certain investments in  Cash Equivalents reasonably  satisfactory
to the Agent until the proceeds are applied to the secured  obligations)
(at which time Annex I shall be deemed modified to reflect such  changed
amounts), and  at such  time, such  Bank shall  no longer  constitute  a
"Bank"  for  purposes  of  this   Agreement,  except  with  respect   to
indemnifications under  this Agreement  (including, without  limitation,
Sections 1.10, 1.11, 2.05, 4.04, 12.01  and 12.06), which shall  survive
as to such repaid Bank.

          3.03  Mandatory Adjustments  of  Commitments, etc.   (a)   The
Total Commitment  shall terminate  in its  entirety  on April  30,  1997
unless the Restatement  Effective Date has  occurred on  or before  such
date.

          (b)  Each of the Total  A Term Loan  Commitment, Total B  Term
Loan Commitment, the Total C Term  Loan Commitment and the Total D  Term
Loan Commitment shall terminate on the Restatement Effective Date, after
giving effect to the making of Term Loans on such date.

          (c)  The Total Revolving  Loan Commitment  (and the  Revolving
Loan Commitment of each Bank) shall terminate on the earlier of (x)  the
date on which  a Change of  Control Event occurs  and (y) the  Revolving
Loan Maturity Date.
<PAGE>
          (d)  The Total Revolving Loan Commitment shall be reduced  (i)
on the second  Business Day following  the Accounts Receivable  Facility
Transaction Date, by an amount equal to the Accounts Receivable Facility
Proceeds and (ii) on the second  Business Day after each date after  the
Accounts Receivable Facility  Transaction Date on  which the holders  of
Investor Certificates fund any  increase in the  net invested amount  of
such Investor Certificates,  by the respective  increase; provided  that
after the aggregate  reduction to  the Total  Revolving Loan  Commitment
pursuant to  clauses (i)  and/or (ii)  above is  in an  amount equal  to
$30,000,000, no such  further reduction  shall be  required pursuant  to
this Section 3.03(d) unless and until the sum (such sum, the  "Aggregate
Net Invested Amount") of (x)  the Accounts Receivable Facility  Proceeds
plus (y) the  sum of the  respective increases under  clause (ii)  above
exceeds $75,000,000; provided further, that  on the second Business  Day
following any  date  on  which the  Aggregate  Net  Invested  Amount  is
increased above  $75,000,000, an  amount equal  to such  increase  above
$75,000,000 shall be applied (at the  option of the Borrower) either  to
(A) reduce the Total Revolving Loan  Commitment and/or (B) prepay the  A
Term Loans pursuant to Section 4.02(A)(j)  (such election (which may  be
to apply  all or  part of  such  increase to  the Total  Revolving  Loan
Commitment and/or all or part of such  increase to the A Term Loans,  so
long as the full amount of such increase is applied) to be evidenced  by
a written notice  to be delivered  by the Borrower  to the  Agent on  or
prior to the second  Business Day following the  date of such  increase,
which notice shall specify the amount of such increase to be applied  to
each of the  Total Revolving Loan  Commitment and the  A Term Loans,  it
being understood that if the Borrower fails to give such notice then the
full amount  of such  increase  shall be  applied  to reduce  the  Total
Revolving Loan Commitment).

          (e)  On each date  upon which  a mandatory  repayment of  Term
Loans pursuant  to Section  4.02(A)(c), (d),  (e), (f),  (g) or  (h)  is
required (and exceeds in amount the  aggregate principal amount of  Term
Loans then outstanding) or would be  required if an unlimited amount  of
Term Loans were  then outstanding, the  Total Revolving Loan  Commitment
shall be permanently reduced by the amount, if any, by which the  amount
required to be applied  pursuant to said Sections  (determined as if  an
unlimited amount of  Term Loans were  actually outstanding) exceeds  the
aggregate principal amount of Term Loans then outstanding.

          (f)  Each reduction or  adjustment of  the Total  A Term  Loan
Commitment, the Total  B Term  Loan Commitment,  the Total  C Term  Loan
Commitment, the Total D Term Loan Commitment or the Total Revolving Loan
Commitment pursuant to this Section 3.03 (or pursuant to  Section 4.02)
shall apply proportionately to  the A Term Loan  Commitment, the B  Term
Loan Commitment, the C Term Loan Commitment, the D Term Loan  Commitment
or the Revolving Loan Commitment, as the case may be, of each Bank  with
such a Commitment.
<PAGE>          
          SECTION 4.  Payments.

          4.01  Voluntary Prepayments.  (a)  The Borrower shall have the
right to prepay  the Loans  made to  it, in  whole or  in part,  without
premium or penalty except as otherwise provided in this Agreement,  from
time to time  on the following  terms and conditions:  (i) the  Borrower
shall give the Agent at its Notice Office written notice (or  telephonic
notice promptly  confirmed in  writing) of  its  intent to  prepay  such
Loans, whether such Loans are A Term Loans, B Term Loans, C Term  Loans,
D Term Loans,  Revolving Loans or  Swingline Loans, the  amount of  such
prepayment  and  (in  the  case   of  Eurodollar  Loans)  the   specific
Borrowing(s) pursuant to which made, which notice shall be given by  the
Borrower prior to 11:00 A.M. (New  York time) (x) at least one  Business
Day prior to the date of  such prepayment in the  case of Term Loans  or
Revolving Loans maintained as Base Rate  Loans, (y) on the date of  such
prepayment in  the  case of  Swingline  Loans  and (z)  at  least  three
Business Days  prior to  the date  of  such prepayment  in the  case  of
Eurodollar Loans, which notice  shall, except in  the case of  Swingline
Loans, promptly be transmitted by the  Agent to each of the Banks;  (ii)
each prepayment shall be  in an aggregate principal  amount of at  least
$1,000,000 (or $500,000 in the case of Swingline Loans); provided,  that
no partial prepayment of Eurodollar Loans  made pursuant to a  Borrowing
shall reduce the  aggregate principal  amount of  the Loans  outstanding
pursuant to such Borrowing to an amount less than the Minimum  Borrowing
Amount applicable thereto; (iii) each prepayment in respect of any Loans
made pursuant to a Borrowing shall be applied pro rata among such Loans;
provided, that  at  the  Borrower's  election  in  connection  with  any
prepayment of  Revolving  Loans  pursuant to  this  Section  4.01,  such
prepayment shall not be applied to  any Revolving Loans of a  Defaulting
Bank at any  time when the  aggregate amount of  Revolving Loans of  any
Non-Defaulting Bank exceeds such Non-Defaulting Bank's RL Percentage  of
all Revolving Loans then outstanding; (iv) each prepayment of Term Loans
pursuant to this  Section 4.01 must  consist of a  prepayment of A  Term
Loans (in an amount equal to the A TL Percentage of such prepayment),  B
Term Loans  (in  an  amount  equal  to  the  B  TL  Percentage  of  such
prepayment), C Term Loans (in an amount equal to the C TL Percentage  of
such prepayment)  and D  Term Loans  (in an  amount equal  to the  D  TL
Percentage of  such prepayment);  (v) each  prepayment of  A Term  Loans
pursuant to this Section 4.01 shall reduce the then remaining  Scheduled
A Repayments  on  a  pro  rata basis  (based  upon  the  then  remaining
principal  amount  of  each  such  Scheduled  A  Repayment);  (vi)  each
prepayment of B Term  Loans pursuant to this  Section 4.01 shall  reduce
the then remaining  Scheduled B Repayments  on a pro  rata basis  (based
upon the  then  remaining principal  amount  of each  such  Scheduled  B
Repayment); (vii)  each prepayment  of C  Term  Loans pursuant  to  this
Section 4.01 shall reduce the then remaining Scheduled C Repayments on a
pro rata basis (based upon the  then remaining principal amount of  each
such Scheduled C Repayment); and (viii) each prepayment of D Term  Loans
pursuant to this Section 4.01 shall reduce the then remaining  Scheduled
D Repayments  on  a  pro  rata basis  (based  upon  the  then  remaining
principal amount of each such Scheduled D Repayment).<PAGE>
<PAGE>          
          (b)  In the event of certain refusals by a Bank to consent  to
certain proposed  changes,  waivers,  discharges  or  terminations  with
respect to this Agreement which have been approved by the Required Banks
as provided in Section 12.12(b), the Borrower shall have the right, upon
five Business Days'  prior written  notice to  the Agent  at its  Notice
Office (which notice the  Agent shall promptly transmit  to each of  the
Banks) to repay all  Loans, together with  accrued and unpaid  interest,
Fees and all other amounts due and owing to such Bank in accordance with
said Section 12.12(b), so long as  (A) in the case  of the repayment of
Revolving Loans  of  any  RL  Bank  pursuant  to  this  clause (b), the
Revolving Loan Commitment  of such  RL Bank  is terminated  concurrently
with such repayment pursuant to Section  3.02(b) (at which time Annex  I
shall  be  deemed  modified  to  reflect  the  changed  Revolving   Loan
Commitments) and (B) in the case of the repayment of Loans of any  Bank,
the  consents  required  by  Section 12.12(b)  in  connection  with  the
repayment pursuant to this clause (b) shall have been obtained.

          4.02  Mandatory Prepayments.

          (A)  Requirements:

          (a)  If on any date the sum  of (i) the aggregate  outstanding
principal amount of  Revolving Loans and  Swingline Loans (after  giving
effect to  all other  repayments thereof  on such  date) plus  (ii)  the
Letter of Credit Outstandings on such  date exceeds the Total  Revolving
Loan Commitment as then in effect, the Borrower shall repay on such date
the principal  of Swingline  Loans, and  if no  Swingline Loans  are  or
remain outstanding, Revolving  Loans, in  an aggregate  amount equal  to
such excess.    If,  after  giving  effect  to  the  prepayment  of  all
outstanding Swingline Loans and Revolving Loans, the aggregate amount of
Letter  of  Credit  Outstandings   exceeds  the  Total  Revolving   Loan
Commitment as then in effect, the Borrower agrees to pay to the Agent an
amount in cash and/or Cash Equivalents  equal to such excess (up to  the
aggregate amount of Letter of Credit Outstandings at such time) and  the
Agent shall hold  such payment as  security for the  obligations of  the
Borrower hereunder pursuant to a cash collateral agreement to be entered
into in form and substance reasonably  satisfactory to the Agent  (which
shall permit certain investments in Cash Equivalents satisfactory to the
Agent until the proceeds are applied to the secured obligations).
<PAGE>
          (b) (i)  The Borrower shall be required to repay the principal
amount of A Term Loans on  each date set forth  below in the amount  set
forth opposite such date below (each such repayment, as the same may  be
reduced as  provided  in  Sections 4.01  and  4.02(B),  a  "Scheduled  A
Repayment"):

     Scheduled A Repayment Date                      Amount

     the last Business Day in September, 1999     $ 4,000,000
     the last Business Day in December, 1999      $ 8,000,000

     the last Business Day in March, 2000         $11,500,000
     the last Business Day in June, 2000          $11,500,000
     the last Business Day in September, 2000     $11,500,000
     the last Business Day in December, 2000      $11,500,000
<PAGE>
     the last Business Day in March, 2001         $19,250,000
     the last Business Day in June, 2001          $19,250,000
     the last Business Day in September, 2001     $19,250,000
     A Term Loan Maturity Date                    $19,250,000
<PAGE>
          (ii)  The Borrower shall  be required to  repay the  principal
amount of B Term Loans on  each date set forth  below in the amount  set
forth opposite such date below (each such repayment, as the same may  be
reduced as  provided  in  Sections 4.01  and  4.02(B),  a  "Scheduled  B
Repayment"):

     Scheduled B Repayment Date                       Amount

     the last Business Day in June, 1997          $   360,000
     the last Business Day in September, 1997     $   356,000
     the last Business Day in December, 1997      $   358,000

     the last Business Day in March, 1998         $   358,000
     the last Business Day in June, 1998          $   358,000
     the last Business Day in September, 1998     $   358,000
     the last Business Day in December, 1998      $   358,000

     the last Business Day in March, 1999         $   358,000
     the last Business Day in June, 1999          $   358,000
     the last Business Day in September, 1999     $   358,000
     the last Business Day in December, 1999      $   358,000

     the last Business Day in March, 2000         $   358,000
     the last Business Day in June, 2000          $   358,000
     the last Business Day in September, 2000     $   358,000
     the last Business Day in December, 2000      $   358,000

     the last Business Day in March, 2001         $   358,000
     the last Business Day in June, 2001          $   358,000
     the last Business Day in September, 2001     $   358,000
     the last Business Day in December, 2001      $   358,000

     the last Business Day in March, 2002         $26,979,500
     the last Business Day in June, 2002          $26,979,500
     the last Business Day in September, 2002     $26,979,500
     B Term Loan Maturity Date                    $26,979,500
<PAGE>
          (iii)  The Borrower shall be  required to repay the  principal
amount of C Term Loans on  each date set forth  below in the amount  set
forth opposite such date below (each such repayment, as the same may  be
reduced as  provided  in  Sections 4.01  and  4.02(B),  a  "Scheduled  C
Repayment"):

     Scheduled C Repayment Date                     Amount

     the last Business Day in June, 1997          $   360,000
     the last Business Day in September, 1997     $   356,000
     the last Business Day in December, 1997      $   358,000

     the last Business Day in March, 1998         $   358,000
     the last Business Day in June, 1998          $   358,000
     the last Business Day in September, 1998     $   358,000
     the last Business Day in December, 1998      $   358,000

     the last Business Day in March, 1999         $   358,000
     the last Business Day in June, 1999          $   358,000
     the last Business Day in September, 1999     $   358,000
     the last Business Day in December, 1999      $   358,000

     the last Business Day in March, 2000         $   358,000
     the last Business Day in June, 2000          $   358,000
     the last Business Day in September, 2000     $   358,000
     the last Business Day in December, 2000      $   358,000

     the last Business Day in March, 2001         $   358,000
     the last Business Day in June, 2001          $   358,000
     the last Business Day in September, 2001     $   358,000
     the last Business Day in December, 2001      $   358,000
     the last Business Day in March, 2002         $   358,000
     the last Business Day in June, 2002          $   358,000
     the last Business Day in September, 2002     $   358,000
     the last Business Day in December, 2002      $   358,000

     the last Business Day in March, 2003         $26,621,500
     the last Business Day in June, 2003          $26,621,500
     the last Business Day in September, 2003     $26,621,500
     C Term Loan Maturity Date                    $26,621,500
<PAGE>
          (iv)  The Borrower shall  be required to  repay the  principal
amount of D Term Loans on  each date set forth  below in the amount  set
forth opposite such date below (each  such repayment as the same may  be
reduced as  provided  in  Sections 4.01  and  4.02(B),  a  "Scheduled  D
Repayment"):

     Scheduled D Repayment Date                      Amount

     the last Business Day in June, 1997            $300,000
     the last Business Day in September, 1997       $300,000
     the last Business Day in December, 1997        $300,000

     the last Business Day in March, 1998           $300,000
     the last Business Day in June, 1998            $300,000
     the last Business Day in September, 1998       $300,000
     the last Business Day in December, 1998        $300,000

     the last Business Day in March, 1999           $300,000
     the last Business Day in June, 1999            $300,000
     the last Business Day in September, 1999       $300,000
     the last Business Day in December, 1999        $300,000

     the last Business Day in March, 2000           $300,000
     the last Business Day in June, 2000            $300,000
     the last Business Day in September, 2000       $300,000
     the last Business Day in December, 2000        $300,000

     the last Business Day in March, 2001           $300,000
     the last Business Day in June, 2001            $300,000
     the last Business Day in September, 2001       $300,000
     the last Business Day in December, 2001        $300,000

     the last Business Day in March, 2002           $300,000
     the last Business Day in June, 2002            $300,000
     the last Business Day in September, 2002       $300,000
     the last Business Day in December, 2002        $300,000

     the last Business Day in March, 2003           $300,000
     the last Business Day in June, 2003            $300,000
     the last Business Day in September, 2003       $300,000
     the last Business Day in December, 2003        $300,000

     the last Business Day in March, 2004        $21,650,000
     the last Business Day in June, 2004         $21,650,000
     the last Business Day in September, 2004    $21,650,000
     D Term Loan Maturity Date                   $21,650,000
<PAGE>
          (c)  On the Business Day after the date of receipt thereof  by
Holdings and/or any of its Subsidiaries of Proceeds from any Asset Sale,
an amount equal to 100% of the  Net Proceeds from such Asset Sale  shall
be applied as a mandatory repayment of principal of the Term Loans (with
the A TL Percentage of such amount to be applied as a repayment of the A
Term Loans,  the B  TL Percentage  of such  amount to  be applied  as  a
repayment of the B Term Loans, the C TL Percentage of such amount to  be
applied as a repayment of the  C Term Loans and  the D TL Percentage  of
such amount to be applied as  a repayment of the  D Term Loans, in  each
case subject to modification of such application as set forth in Section
4.02(C)), provided that (w) with respect  to no more than $5,000,000  in
the aggregate  of such  Proceeds  in any  fiscal  year of  the  Borrower
(excluding Proceeds received from any Designated Real Property Sale  and
any Designated  Asset Sale),  the Net  Proceeds therefrom  shall not  be
required to be so  applied on such  date to the  extent that no  payment
Default, or Event of  Default, then exists and  the Borrower delivers  a
certificate to the Agent on or prior to such date stating that such  Net
Proceeds shall be  used to purchase  assets used or  to be  used in  the
businesses  referred   to  in   Section  8.01(a)   (including,   without
limitation, capital stock of a corporation engaged in any such business)
within 180 days following the date of such Asset Sale (which certificate
shall set  forth the  estimates  of the  proceeds  to be  so  expended),
provided, that (1) if  all or any  portion of such  Net Proceeds not  so
applied to the repayment of Term Loans are not so used (or contractually
committed to be used) within such 180 day period, such remaining portion
shall be applied on the last day of such period as a mandatory repayment
of principal of outstanding Term Loans as provided above in this Section
4.02(A)(c) and (2) if all  or any portion of  such Net Proceeds are  not
required to be applied on the 180th day referred to in clause (1)  above
because such amount is contractually committed to be used and subsequent
to such date such contract is terminated or expires without such portion
being so used, then such remaining portion shall be applied on the  date
of such termination or expiration as a mandatory repayment of  principal
of outstanding Term Loans  as provided in  this Section 4.02(A)(c);  (x)
notwithstanding anything to the contrary  contained above, in the  event
of an Asset Sale constituting a Designated Real Property Sale, only  80%
of such Net Proceeds  resulting from any  such Designated Real  Property
Sale shall be required  to be applied as  a mandatory repayment of  Term
Loans  as   provided  above   in  this   Section  4.02(A)(c)   and   (y)
notwithstanding anything to the contrary  contained above, in the  event
of an Asset Sale constituting a Designated Asset Sale, the Net  Proceeds
therefrom shall not be  required to be  so applied on  such date to  the
extent that no payment Default, or Event of Default, then exists and the
Borrower delivers a certificate  to the Agent on  or prior to such  date
stating that such Net Proceeds shall be used to purchase assets used  or
to be used in the businesses referred to in Section 8.01(a)  (including,
without limitation, capital stock of a  corporation engaged in any  such
business) within 360 days  following the date  of such Designated  Asset
Sale (which certificate shall set forth the estimates of the proceeds to
be so  expended),  provided that  if  all or  any  portion of  such  Net
Proceeds not so applied to the repayment  of Term Loans are not so  used
within such  360  day period,  such  remaining portion  (to  the  extent
theretofore received by Holdings and/or any  of its Subsidiaries in  the
form of cash)  shall be  applied on the  last day  of such  period as  a
mandatory repayment of principal of  outstanding Term Loans as  provided
in this Section 4.02(A)(c).
<PAGE>
          (d)  On the Business Day after the date of the receipt thereof
by Holdings and/or any of its  Subsidiaries, an amount equal to 100%  of
the cash proceeds  (net of  underwriting discounts  and commissions  and
other reasonable costs associated therewith) of the sale or issuance  of
preferred or  common  equity  of  (or  cash  capital  contributions  to)
Holdings or  any  of  its Subsidiaries  (other  than  (w)  issuances  of
Holdings Common Stock and Permitted Holdings PIK Securities by  Holdings
as consideration  in  connection  with any  Permitted  Acquisition,  (x)
issuances of  Holdings Common  Stock or  Holdings Class  L Common  Stock
(including as  a result  of  the exercise  of  any options  with  regard
thereto) to management of Holdings  and its Subsidiaries, (y)  issuances
of Baxter Preferred Stock to Baxter in accordance with the terms of  the
Baxter  Acquisition  Documents  and   this  Agreement  and  (z)   equity
contributions to any Subsidiary of the Borrower made by the Borrower  or
any other Subsidiary of  the Borrower) shall be  applied as a  mandatory
repayment of principal of  the Term Loans (with  the A TL Percentage  of
such amount to be applied as a repayment of  the A Term Loans, the B  TL
Percentage of such amount  to be applied  as a repayment  of the B  Term
Loans, the C TL Percentage of such  amount to be applied as a  repayment
of the C Term Loans and the D TL Percentage of such amount to be applied
as a repayment of the D Term Loans, in each case subject to modification
of such application as set forth in Section 4.02(C)); provided that  (i)
$30,000,000 of  cash equity  contributions in  the aggregate  from  Bain
Capital, GS Capital and/or their respective Related Parties made at  any
time after  the Original  Effective Date  shall not  be required  to  be
applied as provided  above in this  Section 4.02(A)(d) so  long as  such
equity contributions are substantially contemporaneously contributed  to
the capital of the Borrower as  an equity contribution or loaned to  the
Borrower (such loan to be evidenced  by the Borrower Subordinated  Note)
(the cash contributions  made pursuant  to this  clause (i),  "Permitted
Equity Proceeds"), and (ii) only 50% of such proceeds resulting from the
registered initial  public offering  of Holdings  Common Stock,  or  the
issuance of  Holdings common  stock pursuant  to a  Permitted  Strategic
Equity Issuance,  shall be  applied as  provided above  in this  Section
4.02(A)(d).

          (e)  On the date of the receipt thereof by Holdings and/or any
of its Subsidiaries,  an amount equal  to 100% of  the proceeds (net  of
underwriting  discounts  and  commissions  and  other  reasonable  costs
associated therewith)  of the  incurrence  of Indebtedness  by  Holdings
and/or any of its Subsidiaries (other than Indebtedness permitted to  be
incurred by Section 8.04 as in effect on the Restatement Effective Date)
shall be applied as a mandatory repayment of principal of the Term Loans
(with the A TL Percentage of such amount to be applied as a repayment of
the A Term Loans, the B TL Percentage of such amount to be applied as  a
repayment of the B  Term Loans, the  C TL Percentage  of such amount  to
applied as a repayment of the  C Term Loans and  the D TL Percentage  of
such amount to be applied as  a repayment of the  D Term Loans, in  each
case subject to modification of such application as set forth in Section
4.02(C)).
<PAGE>
          (f)  On each Excess Cash Payment Date, an amount equal to  75%
of Excess Cash Flow  of the Borrower and  its Subsidiaries for the  most
recent Excess Cash Flow Period ending prior to such Excess Cash  Payment
Date shall be applied as a mandatory repayment of principal of the  Term
Loans (with  the A  TL Percentage  of such  amount to  be applied  as  a
repayment of the A Term Loans, the B TL Percentage of such amount to  be
applied as a repayment of the B Term Loans, the C TL Percentage of  such
amount to be applied  as a repayment of  the C Term Loans  and the D  TL
Percentage of such amount  to be applied  as a repayment  of the D  Term
Loans, in each case subject to  modification of such application as  set
forth in Section 4.02(C)).

          (g)  Within 10 days following each  date on which Holdings  or
any of its Subsidiaries receives any  proceeds from any Recovery  Event,
an amount equal to 100% of the  proceeds of such Recovery Event (net  of
reasonable costs and  taxes incurred  in connection  with such  Recovery
Event) shall be  applied as a  mandatory repayment of  principal of  the
Term Loans (with the A TL Percentage of  such amount to be applied as  a
repayment of the A Term Loans, the B TL Percentage of such amount to  be
applied as a repayment of the B Term Loans, the C TL Percentage of  such
amount to be applied  as a repayment of  the C Term Loans  and the D  TL
Percentage of such amount  to be applied  as a repayment  of the D  Term
Loans, in each case subject to  modification of such application as  set
forth in Section 4.02(C)), provided that so long as no Default or  Event
of Default then  exists and such  proceeds do  not exceed  $100,000,000,
such proceeds shall not be required to be so applied on such date to the
extent that the Borrower has delivered a certificate to the Agent on  or
prior to such date stating that  such proceeds shall be used to  replace
or restore any properties  or assets in respect  of which such  proceeds
were paid within  360 days  following the date  of the  receipt of  such
proceeds (which  certificate  shall  set  forth  the  estimates  of  the
proceeds to  be so  expended), and  provided further,  that (i)  if  the
amount of such proceeds exceeds $100,000,000, then the entire amount and
not just the  portion in excess  of $100,000,000 shall  be applied as  a
mandatory repayment  of Term  Loans as  provided above  in this  Section
4.02(A)(g), (ii) if all or any portion of such proceeds not required  to
be applied to  the repayment  of Term  Loans pursuant  to the  preceding
proviso are not so used (or  contractually committed to be used)  within
360 days after the date of the receipt of such proceeds, such  remaining
portion shall be applied on the last  day of such period as a  mandatory
repayment of principal  of the Term  Loans as provided  in this  Section
4.02(A)(g) and (iii)  if all  or any portion  of such  proceeds are  not
required to be applied on the 360th day referred to in clause (ii) above
because such amount is contractually committed to be used and subsequent
to such date such contract is terminated or expires without such portion
being so used, then such remaining portion shall be applied on the  date
of such termination or expiration as a mandatory repayment of  principal
of outstanding Term Loans as provided in this Section 4.02(A)(g).

          (h)  On the date of the receipt thereof by Holdings and/or any
of its Subsidiaries of a Pension Plan Refund, an amount equal to 100% of
such Pension Plan Refund  shall be applied as  a mandatory repayment  of
principal of Term Loans (with the A  TL Percentage of such amount to  be
applied as a repayment of the A Term Loans, the B TL Percentage of  such
amount to  be applied  as a  repayment of  the B  Term Loans,  the C  TL
Percentage of such amount  to be applied  as a repayment  of the C  Term
Loans and  the  D TL  Percentage  of such  amount  to be  applied  as  a
repayment of the D Term Loans,  in each case subject to modification  of
such application as set forth in Section 4.02(C)).
<PAGE>
          (i)  Notwithstanding  anything  to   the  contrary   contained
elsewhere in this  Agreement, (i) all  then outstanding Swingline  Loans
shall be repaid in full on the Swingline Expiry Date and (ii) all  other
then outstanding Loans  of the respective  Facility shall  be repaid  in
full on the Maturity Date for such Facility.

          (j)  On the second Business Day  following each date on  which
the Aggregate Net Invested Amount in respect of the Accounts  Receivable
Facility is increased to  an amount in excess  of $75,000,000, all or  a
portion of such increase shall be  applied as a mandatory prepayment  of
the A Term Loans (as and to the extent elected by the Borrower  pursuant
to Section 3.03(d)).

          (B)  Application:

          (a)  Any amount required to be applied to A Term Loans, B Term
Loans, C Term Loans or D Term Loans, as the case may be, shall apply  to
the repayment of  the outstanding principal  amount of A  Term Loans,  B
Term Loans,  C  Term  Loans  and D  Term  Loans,  respectively,  of  the
respective Facility.

          (b)  All repayments  of A  Term Loans,  B Term  Loans, C  Term
Loans and D Term  Loans pursuant to Section  4.02(A)(c), (d), (e),  (f),
(g), (h) or (j) shall be applied to reduce the then remaining  Scheduled
Repayments of  the  respective  Facility pro  rata  based  on  the  then
remaining Scheduled Repayments of the respective Facility.

          (c)  With respect to each repayment of Loans required by  this
Section 4.02, the Borrower may designate the Types of Loans which are to
be repaid  and the  specific Borrowing(s)  under the  affected  Facility
pursuant to  which  made;  provided,  that  (i)  Eurodollar  Loans  made
pursuant to a specific Facility may be designated for repayment pursuant
to this  Section  4.02  only on  the  last  day of  an  Interest  Period
applicable thereto unless  all Eurodollar  Loans made  pursuant to  such
Facility  with  Interest  Periods  ending  on  such  date  of   required
prepayment and all Base Rate Loans  made pursuant to such Facility  have
been paid  in full;  (ii)  if any  repayment  of Eurodollar  Loans  made
pursuant to a single Borrowing shall  reduce the outstanding Loans  made
pursuant to such Borrowing to an amount less than the Minimum  Borrowing
Amount, such Borrowing  shall be  immediately converted  into Base  Rate
Loans; and  (iii)  each  repayment  of any  Loans  made  pursuant  to  a
Borrowing shall be applied pro rata among such Loans; provided, that  no
repayment pursuant  to  Section  4.02(A)(a)  shall  be  applied  to  any
Revolving Loans of  a Defaulting  Bank at  any time  when the  aggregate
amount of the Revolving  Loans of any  Non-Defaulting Bank exceeds  such
Non-Defaulting Bank's RL Percentage of Revolving Loans then outstanding.
In the absence  of a  designation by the  Borrower as  described in  the
preceding sentence, the  Agent shall, subject  to the  above, make  such
designation in its sole  discretion with a view,  but no obligation,  to
minimize breakage costs owing under Section 1.11.
<PAGE>
          (C)  Waiver of Certain Mandatory Repayments
               by B, C and D Banks

          Notwithstanding anything  to the  contrary contained  in  this
Section  4.02  or  elsewhere  in  this  Agreement  (including,   without
limitation, in Section 12.12),  the Borrower shall  have the option,  in
its sole discretion, to  give the Banks with  outstanding B Terms  Loans
(the "B Banks"), C Term Loans (the "C  Banks") and D Term Loans (the  "D
Banks") the option to waive a mandatory repayment of such Loans pursuant
to Section  4.02(A)(c),  (d),  (e),  (f),  (g)  and/or  (h)  (each  such
repayment,  a  "Waivable  Mandatory  Repayment")  upon  the  terms   and
provisions set forth in this Section 4.02(C).  If the Borrower elects to
exercise the option referred to in the preceding sentence, the  Borrower
shall give to the Agent  written notice of its  intention to give the  B
Banks, the  C Banks  and the  D  Banks the  right  to waive  a  Waivable
Mandatory Repayment at least five Business Days prior to such repayment,
which notice the Agent  shall promptly forward to  all B Banks, C  Banks
and D Banks (indicating in such  notice the amount of such repayment  to
be applied  to  each  such Bank's  outstanding  Term  Loans  under  such
Facilities).  The  Borrower's offer to  permit such Banks  to waive  any
such Waivable  Mandatory Repayment  may apply  to all  or part  of  such
repayment, provided that any offer to waive part of such repayment  must
be made ratably to such Banks on  the basis of their outstanding B  Term
Loans, C Term Loans and D Term Loans.  In  the event any such B Bank,  C
Bank or D Bank desires  to waive such Bank's  right to receive any  such
Waivable Mandatory Repayment  in whole or  in part, such  Bank shall  so
advise the Agent no later than  the close of business two Business  Days
after the date of  such notice from the  Agent, which notice shall  also
include the  amount such  Bank desires  to receive  in respect  of  such
repayment.  If  any Bank  does not  reply to  the Agent  within the  two
Business Days, it will  be deemed not  to have waived  any part of  such
repayment.  If any Bank does not specify an amount it wishes to receive,
it will be deemed to have  accepted 100% of the  total payment.  In  the
event that any such Bank waives all or part of such right to receive any
such Waivable Mandatory  Repayment, the Agent  shall apply  100% of  the
amount so waived by  such Bank to  the A Term  Loans in accordance  with
Section 4.02(B).

          4.03  Method and  Place  of  Payment.   Except  as  otherwise
specifically provided herein, all payments under this Agreement shall be
made to the Agent for the ratable account of the Banks entitled thereto,
not later than 12:00 Noon (New York time) on the date when due and shall
be made  in immediately  available  funds and  in  U.S. Dollars  at  the
Payment Office, it  being understood  that written,  telex or  facsimile
transmission notice by the Borrower to the Agent to make a payment  from
the funds  in  the  Borrower's  account  at  the  Payment  Office  shall
constitute the making of such payment  to the extent of such funds  held
in such account.  Any payments under this Agreement which are made later
than 12:00 Noon (New York time) shall be deemed to have been made on the
next succeeding Business Day.  Whenever any payment to be made hereunder
shall be stated to be due on a day which is not a Business Day, the  due
date thereof shall be extended to the next succeeding Business Day  and,
with respect to payments of principal, interest shall be payable  during
such extension at  the applicable rate  in effect  immediately prior  to
such extension.
<PAGE>
          4.04  Net Payments.  (a)   All payments made  by the Borrower
hereunder or under any Note will be made without setoff, counterclaim or
other defense.  Except as provided in Section 4.04(b), all such payments
will be made  free and clear  of, and without  deduction or  withholding
for, any  present  or  future  taxes,  levies,  imposts,  duties,  fees,
assessments or other charges of whatever nature now or hereafter imposed
by any jurisdiction or by any political subdivision or taxing  authority
thereof or therein with respect to such payments (but excluding,  except
as provided in  the second succeeding  sentence, any tax  imposed on  or
measured by the net income or net profits of a Bank pursuant to the laws
of the jurisdiction  in which  it is  organized or  the jurisdiction  in
which the principal office or applicable lending office of such Bank  is
located or  any  subdivision  thereof  or  therein)  and  all  interest,
penalties or similar  liabilities with  respect thereto  (all such  non-
excluded taxes,  levies, imposts,  duties,  fees, assessments  or  other
charges being referred to collectively as "Taxes").  If any Taxes are so
levied or imposed, the  Borrower agrees to pay  the full amount of  such
Taxes, and such  additional amounts as  may be necessary  so that  every
payment of all amounts due under this Agreement or under any Note, after
withholding or deduction  for or on  account of any  Taxes, will not  be
less than  the amount  provided for  herein or  in such  Note.   If  any
amounts are  payable  in respect  of  Taxes pursuant  to  the  preceding
sentence, the Borrower agrees to reimburse  each Bank, upon the  written
request of such Bank, for taxes imposed on or measured by the net income
or net profits of such Bank pursuant to the laws of the jurisdiction  in
which the principal office or applicable lending office of such Bank  is
located or  under  the  laws of  any  political  subdivision  or  taxing
authority of  any such  jurisdiction in  which the  principal office  or
applicable  lending  office  of  such  Bank  is  located  and  for   any
withholding of taxes  as such Bank  shall determine are  payable by,  or
withheld from, such Bank  in respect of  such amounts so  paid to or  on
behalf of such Bank pursuant to the preceding sentence and in respect of
any amounts paid to or on behalf of such Bank pursuant to this sentence.
The Borrower will furnish to the Agent within 45 days after the date the
payment of any Taxes is due pursuant to applicable law certified  copies
of tax receipts evidencing such payment  by the Borrower.  The  Borrower
agrees to indemnify and hold harmless each Bank, and reimburse such Bank
upon its  written request,  for the  amount of  any Taxes  so levied  or
imposed and paid by such Bank.
<PAGE>
          (b)  Each Bank that  is not a  United States  person (as  such
term is defined in Section 7701(a)(30) of the Code) agrees to deliver to
the Borrower and  the Agent  on or  prior to  the Restatement  Effective
Date, or in the case of a Bank that  is an assignee or transferee of  an
interest under this Agreement pursuant to Section 1.13 or 12.04  (unless
the respective Bank was  already a Bank  hereunder immediately prior  to
such assignment or transfer), on the date of such assignment or transfer
to such Bank, (i)  two accurate and complete  original signed copies  of
Internal  Revenue  Service  Form  4224  or  1001  (or  successor  forms)
certifying to  such  Bank's entitlement  to  a complete  exemption  from
United States withholding tax with respect to payments to be made  under
this Agreement and under any Note, or (ii)  if the Bank is not a  "bank"
within the  meaning  of Section  881(c)(3)(A)  of the  Code  and  cannot
deliver either Internal Revenue  Service Form 1001  or 4224 pursuant  to
clause (i) above, (x) a certificate substantially in the form of Exhibit
C (any  such  certificate,  a  "Section  4.04(b)(ii)  Certificate")  and
(y) two accurate and complete original signed copies of Internal Revenue
Service  Form  W-8  (or  successor  form)  certifying  to  such   Bank's
entitlement to a complete exemption  from United States withholding  tax
with respect to payments of interest to be made under this Agreement and
under any Note.  In  addition, each Bank agrees  that from time to  time
after the Restatement Effective Date, when a lapse in time or change  in
circumstances renders the previous certification obsolete or  inaccurate
in any material respect, it will  deliver to the Borrower and the  Agent
two new accurate and complete original signed copies of Internal Revenue
Service Form  4224  or 1001,  or  Form  W-8 and  a  Section  4.04(b)(ii)
Certificate, as the case may be, and such other forms as may be required
in order  to confirm  or establish  the entitlement  of such  Bank to  a
continued exemption from or reduction  in United States withholding  tax
with respect to payments under this Agreement and any Note, or it  shall
immediately notify  the  Borrower and  the  Agent of  its  inability  to
deliver any such Form or Certificate.   Notwithstanding anything to  the
contrary contained in Section 4.04(a),  but subject to Section  12.04(b)
and the  immediately  succeeding  sentence, (x) the Borrower  shall  be
entitled, to the extent  it is required to  do so by  law, to deduct  or
withhold income or similar  taxes imposed by the  United States (or  any
political subdivision  or  taxing  authority thereof  or  therein)  from
interest, fees or other amounts payable hereunder for the account of any
Bank which is not  a United States  person (as such  term is defined  in
Section 7701(a)(30) of the Code) for U.S. Federal income tax purposes to
the extent that such Bank has not provided to the Borrower U.S. Internal
Revenue Service  Forms that  establish a  complete exemption  from  such
deduction or withholding  and (y) the Borrower shall  not be  obligated
pursuant to Section 4.04(a) hereof to gross-up payments to be made to  a
Bank in respect of income or similar taxes imposed by the United  States
if (I) such Bank has not  provided to the Borrower the Internal  Revenue
Service Forms required to be provided  to the Borrower pursuant to  this
Section 4.04(b) or (II) in the  case of a payment, other than  interest,
to a Bank described in clause (ii) above, to the extent that such  Forms
do not establish a  complete exemption from  withholding of such  taxes.
Notwithstanding anything  to the  contrary  contained in  the  preceding
sentence or elsewhere in  this Section 4.04 and  except as set forth  in
Section 12.04(b), the Borrower agrees to  pay additional amounts and  to
indemnify each Bank in the manner set forth in Section 4.04(a)  (without
regard to the identity  of the jurisdiction  requiring the deduction  or
withholding) in respect  of any amounts  deducted or withheld  by it  as
described in  the immediately  preceding sentence  as  a result  of  any
changes after  the Restatement  Effective Date  in any  applicable  law,
<PAGE>
treaty, governmental rule,  regulation, guideline  or order,  or in  the
interpretation thereof,  relating to  the  deducting or  withholding  of
income or similar Taxes.

          SECTION 5.  Conditions Precedent .   The  occurrence  of  the
Restatement Effective Date pursuant to Section 12.10 and the  obligation
of each  Bank to  make each  Loan  to the  Borrower hereunder,  and  the
obligation of any Letter of Credit Issuer to issue each Letter of Credit
hereunder, is subject, on the Restatement Effective Date or at the  time
of each such Credit Event  (except as otherwise hereinafter  indicated),
as the case may be, to the satisfaction of the following conditions:

          5.01  Execution of  Agreement;  Notes.   On  or prior  to  the
Restatement Effective Date, (i) this Agreement shall have been  executed
and delivered as  provided in Section  12.10 and (ii)  there shall  have
been delivered to the Agent for the account of each Bank the appropriate
A Term Note, B Term Note, C Term  Note, D Term Note and Revolving  Note,
if any, and to  BTCo the Swingline  Note, in each  case executed by  the
Borrower and in the amount, maturity and as otherwise provided herein.

          5.02  No Default; Representations and Warranties.  At the time
of each Credit  Event and  also after  giving effect  thereto (i)  there
shall exist no Default or Event of Default and (ii) all  representations
and warranties  contained herein  or in  the other  Credit Documents  in
effect at such time shall be  true and correct in all material  respects
with the same effect as though  such representations and warranties  had
been made on and as of the date  of such Credit Event, unless stated  to
relate to a specific  earlier date, in  which case such  representations
and warranties shall be true and correct in all material respects as  of
such earlier date.
          
          5.03  Officer's Certificate.   On  the Restatement  Effective
Date, the Agent shall have received a certificate dated such date signed
by an  appropriate officer  of  the Borrower  stating  that all  of  the
applicable conditions set forth in Sections  5.02, 5.06, 5.07, 5.08  and
5.09 exist as of such date.

          5.04  Notice of  Borrowing; Letter  of  Credit Request.   The
Agent  shall  have  received  a  Notice  of  Borrowing  satisfying   the
requirements of Section 1.03 with respect  to each incurrence of  Loans,
and the Agent  and the  respective Letter  of Credit  Issuer shall  have
received a  Letter  of Credit  Request  satisfying the  requirements  of
Section 2.02 with respect to each issuance of a Letter of Credit.

          5.05  Corporate  Proceedings.     (a)   On  the   Restatemen t
Effective Date, the Agent shall have  received from each Credit Party  a
certificate,  dated  the  Restatement  Effective  Date,  signed  by  the
chairman, a vice chairman, the president  or any vice-president of  such
Credit Party,  and  attested  to  by  the  secretary  or  any  assistant
secretary  of  such  Credit  Party,  in  the  form  of  Exhibit D  with
appropriate insertions,  together  with  copies of  the  Certificate  of
Incorporation and By-Laws of  such Credit Party  and the resolutions  of
such Credit  Party  referred to  in  such  certificate and  all  of  the
foregoing (including each such Certificate of Incorporation and By-Laws)
shall be reasonably satisfactory to the Agent.
<PAGE>
          (b)  On the  Restatement  Effective Date,  all  corporate  and
legal proceedings and all instruments and agreements in connection  with
the  transactions  contemplated   by  this  Agreement   and  the   other
Transaction Documents  shall  be  reasonably satisfactory  in  form  and
substance  to  the  Agent,  and  the  Agent  shall  have  received   all
information and  copies  of  all  certificates,  documents  and  papers,
including good standing  certificates, bring-down  certificates and  any
other records of  corporate proceedings and  governmental approvals,  if
any, which  the  Agent  reasonably  may  have  requested  in  connection
therewith, such documents and papers, where appropriate, to be certified
by proper corporate or governmental authorities.

          5.06  Adverse Change, etc.  On  or prior  to the  Restatement
Effective Date, nothing shall have occurred since December 31, 1996 (and
neither the Banks nor the Agent shall have become aware of any facts  or
conditions not previously known) which the  Required Banks or the  Agent
shall determine (a)  has, or  could reasonably  be expected  to have,  a
material adverse effect on  the rights or remedies  of the Banks or  the
Agent, or on the ability of any Credit Party to perform its  obligations
to them hereunder  or under  any other Credit  Document or  (b) has,  or
could reasonably be expected to have, a Material Adverse Effect.

          5.07  Litigation.  On  the Restatement  Effective Date,  there
shall be no actions, suits or proceedings pending or threatened (a) with
respect to this Agreement or any  other Document or (b) which the  Agent
or the Required Banks  shall determine could  reasonably be expected  to
(i) have  a Material  Adverse Effect  or (ii)  have a  material  adverse
effect on the Transaction,  the rights or remedies  of the Banks or  the
Agent hereunder or under any other Credit Document or on the ability  of
any Credit Party to perform its  respective obligations to the Banks  or
the Agent hereunder or under any other Credit Document.

          5.08  Approvals.  On or  prior  to the  Restatement  Effective
Date, all necessary governmental (domestic and foreign) and third  party
approvals  in  connection   with  the   Transaction,  the   transactions
contemplated by  the Transaction  Documents  and otherwise  referred  to
herein or therein shall have been obtained and remain in effect, and all
applicable waiting periods shall have  expired without any action  being
taken by any  competent authority which  restrains, prevents or  imposes
materially adverse conditions upon the consummation of the  Transaction,
the transactions contemplated by the Transaction Documents and otherwise
referred to  herein  or  therein.    Additionally,  on  the  Restatement
Effective Date, there shall not exist any judgment, order, injunction or
other restraint issued or filed or  a hearing seeking injunctive  relief
or  other  restraint  pending   or  notified  prohibiting  or   imposing
materially adverse conditions upon  the consummation of the  Transaction
or the making of Loans.
<PAGE>
          5.09  Consummation  of   the  Transaction.     (a)   On   the
Restatement Effective Date and concurrently with the initial  incurrence
of Loans  hereunder,  (i)  the  total  commitments  in  respect  of  the
Indebtedness to be Refinanced shall  have been terminated, all  Original
Loans with respect thereto  shall have been repaid  in full in cash  and
all letters of  credit issued  thereunder shall  have been  incorporated
hereunder as Original Letters of Credit pursuant to Section 2.01(d),  it
being understood and agreed, however, that  any Continuing Bank may  net
fund the Loans required  to be made by  it on the Restatement  Effective
Date by permitting the  principal amount of the  Original Loans made  by
such Continuing Bank to remain outstanding on the Restatement  Effective
Date to  satisfy  such  Continuing Bank's  obligation  to  fund  a  like
principal amount of Loans  to be incurred hereunder  by the Borrower  on
the Restatement Effective Date,  and for purposes  of this Section  5.09
only such outstanding principal amount shall be deemed outstanding under
this Agreement and such corresponding Original Loans shall be deemed  to
have been so repaid in full, (ii) there shall have been paid in cash  in
full all  costs and  expenses (including,  without limitation,  breakage
costs, if any, with respect to eurodollar rate loans) then owing to  any
of the Original  Banks and/or  the Agent,  as agent  under the  Original
Credit Agreement, in each case to  the satisfaction of the Agent or  the
Original Banks, as the  case may be, regardless  of whether or not  such
costs and  expenses would  otherwise be  due and  payable at  such  time
pursuant to the  terms of the  Original Credit Agreement  and (iii)  all
outstanding Notes (as defined in  the Original Credit Agreement)  issued
by the  Borrower  to  the  Original  Banks  under  the  Original  Credit
Agreement shall be deemed cancelled.

          (b)  On or  prior to  the  Restatement Effective  Date,  there
shall have been delivered  to the Banks true  and correct copies of  all
Transaction Documents,  and all  of the  terms  and conditions  of  such
Transaction Documents, as well as the  structure of the Transaction  and
the  ownership  interests  in  Holdings  after  giving  effect  to   the
Transaction, shall be in form  and substance reasonably satisfactory  to
the Agent and the Required Banks.

          (c)  On the Restatement Effective  Date, the Agent shall  have
received evidence in form,  scope and substance reasonably  satisfactory
to it  that  the  matters set  forth  in  this Section  5.09  have  been
satisfied on such date.
<PAGE>
          5.10  Acknowledgements,  etc.     (a)   On  the   Restatement
Effective Date,  Holdings, the  Borrower and  each Subsidiary  Guarantor
shall have (x)  duly authorized, executed  and delivered an  assumption,
acknowledgment and amendment  in the form  of Exhibit  E (the  "Security
Documents Acknowledgment  and Amendment")  with  respect to  the  Pledge
Agreement, the  Security Agreement  and  the Mortgages,  which  Security
Documents  Acknowledgment  and  Amendment  shall  contain,  among  other
things, (i) an acknowledgment that the "Obligations" (as defined in each
of such documents) include all of  the Obligations under this  Agreement
after  giving  effect  to  the  Restatement  Effective  Date,  (ii)   an
acknowledgment that, after  giving effect to  the Restatement  Effective
Date, each of the Pledge Agreement,  the Security Agreement and each  of
the Mortgages shall remain in full  force and effect in accordance  with
their respective terms,  and (iii) all  information required  to be  set
forth as of the Restatement Effective  Date on each Annex to the  Pledge
Agreement and (y) taken  all actions reasonably  requested by the  Agent
(including, without limitation, the obtaining of UCC-11's or  equivalent
reports and the  filing of UCC-1's  or UCC-3's) in  connection with  the
granting of  liens  pursuant  to  the  Pledge  Agreement,  the  Security
Agreement and the Mortgages.

          (b)  On the Restatement Effective Date, each Subsidiary of the
Borrower party  to  the Subsidiary  Guaranty  prior to  the  Restatement
Effective Date shall  have duly  authorized, executed  and delivered  an
acknowledgment in  the  form  of Exhibit  F  (the  "Subsidiary  Guaranty
Acknowledgment"),  which   Subsidiary  Guaranty   Acknowledgment   shall
contain, among other things, (i) an acknowledgment of this Agreement and
the transactions contemplated  hereby, and (ii)  an acknowledgment  that
the "Obligations" (as defined in the Subsidiary Guaranty) include all of
the  Obligations  under  this  Agreement  after  giving  effect  to  the
Restatement Effective  Date, and  (iii)  an acknowledgment  that,  after
giving effect to the Restatement Effective Date, the Subsidiary Guaranty
shall remain in full force and effect in accordance with its terms.

          (c)  On  the Restatement  Effective Date,  (i) the  Collateral
Agent, as  Pledgee,  shall  have  in  its  possession  all  the  Pledged
Securities referred to in the Pledge Agreement then owned by each Credit
Party (x) endorsed in blank in the case of promissory notes constituting
Pledged Securities  and (y)  together with  executed and  undated  stock
powers in the case of capital stock constituting Pledged Securities  and
(ii) the Pledge Agreement shall be in full force and effect.

          (d)   On  the Restatement  Effective  Date, (i)  the  Security
Agreement and each of  the Mortgages shall be  in full force and  effect
and (ii) no filings, recordings, registrations or other actions shall be
necessary or desirable to  maintain (x) the  perfection and priority  of
the security interests granted pursuant to the Security Agreement in the
Security Agreement  Collateral covered  thereby and  (y) first  priority
mortgage Liens on  each Mortgaged Property  in favor  of the  Collateral
Agent for the benefit  of the Secured Creditors,  free and clear of  all
defects and encumbrances except Permitted Encumbrances.

          5.11  Subsidiary Guaranty.  On the Restatement Effective Date,
the Subsidiary Guaranty shall be in full force and effect.
<PAGE>
          5.12    Plans;  Collective  Bargaining  Agreements;   Existing
Indebtedness   Agreements;    Shareholders'    Agreements;    Management
Agreements;   Employment   Agreements;   Non-Compete   Agreements;   Tax
Allocation  Agreements;  Material  Contracts.    On  or  prior  to  the
Restatement Effective Date, there shall have been delivered to the Banks
copies, certified as true and correct  by an appropriate officer of  the
Borrower, of:

          (a)  any material Plans of Holdings or any of its Subsidiaries
     after giving effect to the consummation of the Transaction and  for
     each such Plan (i) that is a "single-employer plan" (as defined  in
     Section 4001(a)(15) of ERISA) the most recently completed actuarial
     valuation prepared therefor by such Plan's regular enrolled actuary
     and the Schedule B,  "Actuarial Information" to  the IRS Form  5500
     (Annual Report)  most  recently  filed with  the  Internal  Revenue
     Service and  (ii) that  is a  "multiemployer plan"  (as defined  in
     Section 4001(a)(3) of ERISA), each of the documents referred to  in
     clause (i) either in the possession of Holdings, any Subsidiary  of
     Holdings or  any ERISA  Affiliate or  reasonably available  thereto
     from the sponsor or trustees of such Plan;

          (b)  any material  collective  bargaining  agreements  or  any
     other similar agreement  or arrangement covering  the employees  of
     Holdings or any of  its Subsidiaries that are  to remain in  effect
     after  giving  effect  to  the  consummation  of  the   Transaction
     (collectively, the "Collective Bargaining Agreements");

          (c)  all agreements  evidencing or  relating to  the  Existing
     Indebtedness that are to  remain in effect  after giving effect  to 
     the consummation of  the Transaction  (collectively, the  "Existing
     Indebtedness Agreements");

          (d)   (A) the  Stockholders' Agreement,  (B) the  Subscription
     Agreement, (C) the Registration Rights Agreement and (D) all  other
     agreements entered  into by  Holdings or  any of  its  Subsidiaries
     governing the terms and relative rights  of its capital stock,  and
     any agreements entered  into by shareholders  relating to any  such
     entity with respect to their capital  stock, in each case that  are
     to remain in effect after giving effect to the consummation of  the
     Transaction (collectively, the "Shareholders' Agreements");

          (e)  (A) the Consulting Agreement  and (B) any other  material
     agreements (or the forms thereof) with members of, or with  respect
     to, the management of Holdings or any of its Subsidiaries that  are
     to remain in effect after giving effect to the consummation of  the
     Transaction (collectively, the "Management Agreements");

          (f)  any  material  employment  agreements  entered  into   by
     Holdings or any of its Subsidiaries (collectively, the  "Employment
     Agreements");

          (g)  any  material  non-compete  agreement  entered  into   by
     Holdings or any of its Subsidiaries (collectively, the "Non-Compete
     Agreements");

          (h)  any tax sharing or tax allocation agreements entered into
     by Holdings  or any  of its  Subsidiaries (collectively,  the  "Tax
     Allocation Agreements"); and
<PAGE>
          (i)  all material contracts and licenses of Holdings or any of
     its Subsidiaries that are to remain  in effect after giving  effect
     to the consummation of the Transaction (collectively, the "Material
     Contracts");

all  of  which   Plans,  Collective   Bargaining  Agreements,   Existing
Indebtedness   Agreements,    Shareholders'    Agreements,    Management
Agreements,   Employment   Agreements,   Non-Compete   Agreements,   Tax
Allocation Agreements  and  Material  Contracts shall  be  in  form  and
substance reasonably  satisfactory to  the Agent  and shall  be in  full
force and effect on the  Restatement Effective Date, provided,  however,
that  only  those  Plans,  Collective  Bargaining  Agreements,  Existing
Indebtedness   Agreements,    Shareholders'    Agreements,    Management
Agreements,   Employment   Agreements,   Non-Compete   Agreements,   Tax
Allocation Agreements and Material Contracts which were not in existence
on the  Original Effective  Date or,  if in  existence on  the  Original
Effective Date, have been  modified in any  material respect since  such
date, shall be required to be delivered pursuant to this Section 5.12.

          5.13   Existing Indebtedness.   On the  Restatement Effective
Date and after giving effect to  the Transaction and the Loans  incurred
on the  Restatement Effective  Date, neither  Holdings  nor any  of  its
Subsidiaries shall have any preferred  stock outstanding except for  the
Baxter Preferred  Stock,  or  any Indebtedness  outstanding  except  for
Indebtedness permitted under Section 8.04.  On and as of the Restatement
Effective  Date,  all   of  the  Existing   Indebtedness  shall   remain
outstanding after  giving  effect  to  the  Transaction  and  the  other
transactions contemplated  hereby  without  any  default  or  events  of
default existing thereunder or  arising as a  result of the  Transaction
and the other  transactions contemplated  hereby (except  to the  extent
amended or  waived  by  the parties  thereto  on  terms  and  conditions
reasonably satisfactory to the Agent and the Required Banks).  On and as
of the  Restatement Effective  Date, the  Agent and  the Required  Banks
shall be satisfied with  the amount of and  the terms and conditions  of
all Existing Indebtedness.          
       
          5.14  Payment of Fees.  On the Restatement Effective Date, all
costs, fees and  expenses, and  all other  compensation contemplated  by
this Agreement,  due  to the  Agent  or the  Banks  (including,  without
limitation, legal fees and expenses) shall have been paid to the  extent
due.

          The occurrence  of  the  Restatement Effective  Date  and  the
acceptance of  the benefits  of each  Credit  Event shall  constitute  a
representation and warranty by  each Credit Party to  each of the  Banks
that all of the  applicable conditions specified above  exist as of  the
Restatement Effective Date or the date of such Credit Event, as the case
may be.  All of the certificates, legal opinions and other documents and
papers referred to in this Section 5, unless otherwise specified,  shall
be delivered to the Agent at its  Notice Office for the account of  each
of the Banks and, except for  the Notes, in sufficient counterparts  for
each of the Banks and shall be satisfactory in form and substance to the
Agent and the Required Banks.
<PAGE>
          SECTION 6.  Representations, Warranties  and Agreements .   In
order to induce the Banks to enter  into this Agreement and to make  the
Loans and issue and/or participate in the Letters of Credit provided for
herein,  each  of  Holdings  and   the  Borrower  makes  the   following
representations, warranties and agreements with  the Banks in each  case
after giving effect to the Original Transaction and the Transaction, all
of which shall survive the execution and delivery of this Agreement, the
making of the Loans and the issuance of the Letters of Credit (with  the
occurrence  of  each   Credit  Event  being   deemed  to  constitute   a
representation and warranty that the matters specified in this Section 6
are true and correct in all material respects  on and as of the date  of
each such Credit Event,  unless stated to relate  to a specific  earlier
date in  which all  representations and  warranties  shall be  true  and
correct in all material respects as of such earlier date):

          6.01  Corporate Status.  Holdings and each of its Subsidiaries
(i) is  a  duly  organized and  validly  existing  corporation  in  good
standing under the laws  of the jurisdiction  of its organization,  (ii)
has the corporate power and authority to own its property and assets and
to transact the business in which  it is engaged and presently  proposes
to engage and (iii) is duly  qualified and is authorized to do  business
and is in good standing in all jurisdictions where it is required to  be
so qualified  and where  the failure  to be  so qualified  would have  a
Material Adverse Effect.

          6.02  Corporate Power and  Authority.  Each  Credit Party  has
the corporate power and authority to execute, deliver and carry out  the
terms and provisions of  the Documents to  which it is  a party and  has
taken  all  necessary  corporate  action  to  authorize  the  execution,
delivery and performance of the Documents to which it is a party.   Each
Credit Party has duly executed and  delivered each Document to which  it
is a  party and  each such  Document constitutes  the legal,  valid  and
binding obligation of such Credit  Party enforceable in accordance  with
its terms, except to the extent  that the enforceability thereof may  be
limited by applicable bankruptcy, insolvency, reorganization, moratorium
or similar laws generally affecting  creditors' rights and by  equitable
principles (regardless of whether enforcement is sought in equity or  at
law).

          6.03  No  Violation.    Neither  the  execution,  delivery  or
performance by any Credit Party of the Documents to which it is a  party
nor compliance by them  with the terms and  provisions thereof, nor  the
consummation of  the transactions  contemplated herein  or therein,  (i)
will contravene any applicable  provision of any  law, statute, rule  or
regulation, or any  order, writ, injunction  or decree of  any court  or
governmental instrumentality, (ii) will conflict or be inconsistent with
or result in any breach of,  any of the terms, covenants, conditions  or
provisions of, or constitute a default under, or (other than pursuant to
the Security Documents and  the Accounts Receivable Facility  Documents)
result in the creation or imposition of (or the obligation to create  or
impose) any Lien upon any of the  property or assets of Holdings or  any
of its Subsidiaries pursuant  to the terms  of any indenture,  mortgage,
deed of trust, loan  agreement, credit agreement  or any other  material
agreement or instrument to which Holdings or any of its Subsidiaries  is
a party or by which it or any of its property or assets are bound or  to
which it  may be  subject or  (iii) will  violate any  provision of  the
Certificate of  Incorporation  or By-Laws  of  Holdings or  any  of  its
Subsidiaries.
<PAGE>
          6.04  Litigation.  There are no actions, suits or  proceedings
pending or, to  the knowledge of  Holdings or any  of its  Subsidiaries,
threatened, with respect to Holdings or any of its Subsidiaries (i) that
are likely  to  have  a  Material Adverse  Effect  or  (ii)  that  could
reasonably be expected to have a  material adverse effect on the  rights
or remedies  of the  Banks or  on the  ability of  any Credit  Party  to
perform its respective obligations to the Banks hereunder and under  the
other  Credit  Documents  to  which  it   is,  or  will  be,  a   party.
Additionally, there does  not exist  any judgment,  order or  injunction
prohibiting or imposing material adverse conditions upon the  occurrence
of any Credit Event.

          6.05  Use of Proceeds; Margin Regulations.  (a)  The proceeds
of all Term Loans  shall be utilized to  finance the Refinancing and  to
pay fees and expenses incurred in connection with the Transaction.

          (b)  The proceeds of Revolving Loans and Swingline Loans shall
be utilized for the  general corporate and  working capital purposes  of
the Borrower and its Subsidiaries.

          (c)  Neither the making of any Loan hereunder, nor the use  of
the proceeds thereof, will violate the provisions of Regulation G, T,  U
or X of the Board of Governors of the Federal Reserve System and no part
of the proceeds of any Loan will be used to purchase or carry any Margin
Stock or to extend credit for the purpose of purchasing or carrying  any
Margin Stock.

          6.06  Governmental Approvals.   No order,  consent, approval,
license, authorization,  or  validation  of,  or  filing,  recording  or
registration with, or exemption by, any foreign or domestic governmental
or public body or authority, or any subdivision thereof, is required  to
authorize or is required in connection with (i) the execution,  delivery
and performance of any Credit Document  or (ii) the legality,  validity,
binding effect  or enforceability  of any  Credit Document.   No  order,
consent, approval, license, authorization, or validation of, or  filing,
recording or registration with, or exemption by, any foreign or domestic
governmental or public body or authority, or any subdivision thereof, is
required to  authorize  or  is  required  in  connection  with  (i)  the
execution, delivery  and performance  of any  Document (other  than  any
Credit Document)  or  (ii) the  legality,  validity, binding  effect  or
enforceability of any Document (other than any Credit Document),  except
(x) to the extent obtained or made or (y) where the failure to obtain or
make any of  the foregoing,  individually or  in the  aggregate, is  not
reasonably likely to have a Material Adverse Effect.

          6.07  Investment Company Act.  Neither Holdings nor any of its
Subsidiaries is an "investment company" or a company "controlled" by  an
"investment company," within the meaning  of the Investment Company  Act
of 1940, as amended.

          6.08  Public Utility Holding  Company Act.  Neither  Holdings
nor any of  its Subsidiaries is  a "holding company,"  or a  "subsidiary
company" of  a  "holding  company," or  an  "affiliate"  of  a  "holding
company" or of a "subsidiary company" of a "holding company," within the
meaning of the Public Utility Holding Company Act of 1935, as amended.
<PAGE>
          6.09  True and Complete Disclosure.  All factual  information
(taken as a whole)  heretofore or contemporaneously  furnished by or  on
behalf of Holdings or any of its Subsidiaries in writing to the Agent or
any Bank (including,  without limitation, all  information contained  in
the Documents) for purposes of or  in connection with this Agreement  or
any transaction  contemplated  herein is,  and  all other  such  factual
information (taken as a  whole) hereafter furnished by  or on behalf  of
any such Persons in writing to the Agent  or any Bank will be, true  and
accurate in  all  material  respects  on  the  date  as  of  which  such
information is  dated or  certified and  not incomplete  by omitting  to
state any material fact necessary to  make such information (taken as  a
whole) not misleading at such time  in light of the circumstances  under
which such information was provided.

          6.10  Financial Condition; Financial Statements.  (a)  On and
as of the Restatement Effective Date, on a pro forma basis after  giving
effect to  the  Original Transaction  and  the Transaction  and  to  all
Indebtedness  incurred,   and  to   be  incurred   (including,   without
limitation, the  Loans and  the Senior  Subordinated Notes),  and  Liens
created,  and  to  be  created,  by  each  Credit  Party  in  connection
therewith, with respect to each of  Holdings and its Subsidiaries (on  a
consolidated basis) and of the Borrower (on a stand-alone basis) (x) the
sum of the  assets, at a  fair valuation, of  each of  Holdings and  its
Subsidiaries (on a consolidated basis), and of the Borrower (on a stand-
alone basis) will exceed its debts, (y) it has not incurred nor intended
to, nor believes  that it will,  incur debts beyond  its ability to  pay
such debts as such debts mature and (z) it will have sufficient  capital
with which to conduct its business.  For purposes of this Section  6.10,
"debt" means any liability  on a claim, and  "claim" means (i) right  to
payment whether or not such a right is reduced to judgment,  liquidated,
unliquidated,   fixed,   contingent,   matured,   unmatured,   disputed,
undisputed, legal, equitable, secured or unsecured  or (ii) right to  an
equitable remedy for breach of performance if such breach gives rise  to
a payment, whether or not such  right to an equitable remedy is  reduced
to  judgment,   fixed,   contingent,   matured,   unmatured,   disputed,
undisputed, secured or unsecured.

          (b)  The statements of financial condition of Holdings and its
Subsidiaries at December 31, 1996 and  the related statements of  income
and cash flows and changes in  shareholders' equity of Holdings and  its
Subsidiaries for the fiscal year ended as of said date, copies of  which
have heretofore  been furnished  to each  Bank,  present fairly  in  all
material respects the  consolidated financial position  of Holdings  and
its Subsidiaries at the date of said statements and the results for  the
periods covered  thereby.    All such  financial  statements  have  been
prepared in  accordance with  GAAP consistently  applied except  to  the
extent provided in the notes to said financial statements.

          (c)  The statements of net assets to  be sold of the  Acquired
Business at December 31, 1994 and  at December 31, 1995 and the  related
statements of  income  and supplemental  cash  flow information  of  the
Acquired Business for the fiscal years ended as of said dates, copies of
which have heretofore been furnished to each Bank, present fairly in all
material respects the net assets of  the Acquired Business at the  dates
of said statements and the results for the periods covered thereby.  All
such financial statements  have been  prepared in  accordance with  GAAP
consistently applied except to the extent provided in the notes to  said
financial statements.
<PAGE>
          (d)  Since December 31,  1996, nothing has  occurred that  has
had or could reasonably be expected to have a Material Adverse Effect.

          (e)  Except  as fully  reflected in  the financial  statements
described in Section  6.10(b) and the  Indebtedness incurred under  this
Agreement and  the  Senior Subordinated  Notes,  there were  as  of  the
Restatement Effective Date (and after giving effect to any Loans made on
such date), no liabilities or obligations (excluding current obligations
incurred in the ordinary course of business) with respect to Holdings or
any of  its Subsidiaries  of any  nature whatsoever  (whether  absolute,
accrued, contingent or otherwise  and whether or  not due), and  neither
Holdings nor the Borrower  know of any basis  for the assertion  against
Holdings or any of its Subsidiaries of any such liability or  obligation
which, either  individually  or  in  the  aggregate,  are  or  would  be
reasonably likely to have, a Material Adverse Effect.

          (f)  The  Projections are based  on good  faith estimates  and
assumptions made  by the  management of  Holdings, and  on the  Original
Effective Date  such  management  believed  that  the  Projections  were
reasonable and attainable,  it being recognized  by the Banks,  however,
that projections as to future events are  not to be viewed as facts  and
that the actual  results during  the period  or periods  covered by  the
Projections probably will differ from the projected results and that the
differences may be material.  There is no fact known to Holdings or  any
of its Subsidiaries which  would have a  Material Adverse Effect,  which
has not been disclosed herein or  in such other documents,  certificates
and statements furnished  to the Banks  for use in  connection with  the
transactions contemplated hereby.

          6.11   Security Interests.   Each of  the Security  Documents
creates (or after the  execution and delivery  thereof will create),  as
security for the Obligations, a valid and enforceable perfected security
interest in and Lien on all of the Collateral subject thereto,  superior
to and prior to the rights of all third Persons and subject to no  other
Liens (except  that the  Security  Agreement Collateral,  the  Mortgaged
Properties  and  the  collateral  covered  by  the  Additional  Security
Documents may be subject to Permitted Liens relating thereto), in  favor
of the Collateral Agent.  No filings or recordings are required in order
to perfect the  security interests created  under any Security  Document
except for filings or  recordings required in  connection with any  such
Security Document  which  shall  have  been made  on  or  prior  to  the
Restatement Effective Date as contemplated by  Section 5.10(a) or on  or
prior to the execution and delivery thereof as contemplated by  Sections
7.11, 7.16 and 8.16.

          6.12  Representations and Warranties in Other Documents.  All
representations and warranties  set forth  in the  other Documents  were
true  and  correct  in  all  material  respects  as  of  the  time  such
representations and warranties were made and  shall be true and  correct
in all material respects as of the Restatement Effective Date as if such
representations and warranties were made on and as of such date,  unless
stated to  relate  to  a  specific earlier  date,  in  which  case  such
representations and warranties shall be true and correct in all material
respects as of such earlier date, in each case except to the extent that
the failure  of any  such representation  and warranty  to be  true  and
correct  in  all  material  respects,  either  individually  or  in  the
aggregate  with  other  such  representations  and  warranties,  is  not
reasonably likely to have a Material Adverse Effect.
<PAGE>
          6.13  Transaction and Original  Transaction.  At  the time  of
consummation  thereof,  each  of   the  Transaction  and  the   Original
Transaction shall  have been  consummated in  all material  respects  in
accordance with the terms of the applicable Documents and all applicable
laws.  At the time of  consummation thereof, all consents and  approvals
of, and filings and registrations with, and all other actions in respect
of, all governmental agencies, authorities or instrumentalities required
in order  to  make  or  consummate  the  Transaction  and  the  Original
Transaction have been obtained, given, filed or taken or waived and  are
or will be in full force  and effect (or effective judicial relief  with
respect thereto has been obtained) except  where the failure to  obtain,
give, file, or take would not reasonably be expected to have a  Material
Adverse Effect.   All applicable  waiting periods  with respect  thereto
have or, prior to the time when required, will have, expired without, in
all such cases, any action being taken by any competent authority  which
restrains, prevents,  or imposes  material adverse  conditions upon  the
Transaction and the Original Transaction.  Additionally, there does  not
exist any judgment, order or injunction prohibiting or imposing material
adverse conditions upon the Transaction or the Original Transaction,  or
the performance by  Holdings and its  Subsidiaries of their  obligations
under the Documents and all applicable laws.

          6.14  Special   Purpose    Corporation.  Holdings   has    no
significant assets  (other  than  the capital  stock  of  the  Borrower,
Borrower Subordinated Notes issued to it from time to time in accordance
with the terms  of this  Agreement and  immaterial assets  used for  the
performance of those  activities permitted to  be performed by  Holdings
pursuant to  Section  8.01(b)) or  liabilities  (other than  under  this
Agreement and the  other Credit Documents,  those liabilities under  the
other Documents and Baxter Acquisition Documents to which it is a party,
those liabilities  permitted  to be  incurred  by Holdings  pursuant  to
Section 8.01(b) and, as and when issued from time to time in  accordance
with the terms of this Agreement,  Baxter PIK Notes, Permitted  Holdings
PIK Securities and Shareholder Subordinated Notes).
<PAGE>
          6.15  Compliance with ERISA.  (a)  Each Plan is in substantial
compliance with ERISA  and the Code;  no Reportable  Event has  occurred
with respect to a  Plan; no Plan is  insolvent or in reorganization;  no
Plan has an Unfunded  Current Liability; no Plan  has an accumulated  or
waived funding  deficiency,  has  permitted  decreases  in  its  funding
standard account or  has applied  for a  waiver of  the minimum  funding
standard or an extension of any  amortization period within the  meaning
of Section 412 of the Code;  all contributions required to be made  with
respect to a  Plan and  a Foreign Pension  Plan have  been timely  made;
neither Holdings nor any Subsidiary of Holdings nor any ERISA  Affiliate
has incurred any material liability to or on account of a Plan  pursuant
to Section 409, 502(i), 502(l), 515, 4062, 4063, 4064, 4069, 4201,  4204
or 4212 of ERISA or Section 401(a)(29),  4971, 4975 or 4980 of the  Code
or reasonably expects  to incur  any material  liability (including  any
indirect, contingent or secondary liability) under any of the  foregoing
Sections with respect to any Plan  (other than liabilities of any  ERISA
Affiliate which could not,  by operation of law  or otherwise, become  a
liability of Holdings or any of  its Subsidiaries); no proceedings  have
been instituted to terminate, or to appoint a trustee to administer, any
Plan; no condition exists which presents a material risk to Holdings  or
any Subsidiary  of  Holdings  or any  ERISA  Affiliate  of  incurring  a
liability to  or  on  account  of  a  Plan  pursuant  to  the  foregoing
provisions of  ERISA  and  the Code;  using  actuarial  assumptions  and
computation methods consistent with subpart 1 of subtitle E of Title  IV
of ERISA, the aggregate liabilities of Holdings and its Subsidiaries and
its ERISA  Affiliates to  all Plans  which are  multiemployer plans  (as
defined in  Section 4001(a)(3)  of ERISA)  in the  event of  a  complete
withdrawal therefrom, as of the close of the most recent fiscal year  of
each such Plan ended prior to the date of the most recent Credit  Event,
would not result in a Material Adverse Effect; no lien imposed under the
Code or ERISA on the assets of Holdings or any Subsidiary of Holdings or
any ERISA Affiliate exists or is likely to arise on account of any Plan;
and Holdings and its Subsidiaries do  not maintain or contribute to  any
employee welfare  benefit plan  (as defined  in Section  3(1) of  ERISA)
which provides benefits to retired  employees or other former  employees
(other than as required by Section 601 of ERISA) or any employee pension
benefit plan (as defined in Section 3(2) of ERISA) the obligations  with
respect to which could reasonably be expected to have a Material Adverse
Effect.

          (b)  Each  Foreign  Pension  Plan   has  been  maintained   in
substantial compliance with its terms and  with the requirements of  any
and all applicable laws, statutes, rules, regulations and orders and has
been maintained,  where  required,  in  good  standing  with  applicable
regulatory authorities.   Neither Holdings nor  any of its  Subsidiaries
has incurred any material obligation in connection with the  termination
of or withdrawal from  any Foreign Pension Plan.   The present value  of
the accrued  benefit  liabilities (whether  or  not vested)  under  each
Foreign Pension Plan which  is funded, determined as  of the end of  the
most recently  ended  fiscal  year  of the  Borrower  on  the  basis  of
actuarial assumptions, each of which is  reasonable, did not exceed  the
current value of the assets of  such Foreign Pension Plan, and for  each
Foreign Pension  Plan  which is  not  funded, the  obligations  of  such
Foreign Pension Plan are properly accrued.
<PAGE>
          6.16  Capitalization.  (a)  On the  Original  Effective  Date,
the authorized capital stock of Holdings shall consist of (i) 15,000,000
shares of  common stock,  $0.01 par  value  per share  (such  authorized
shares of common stock, together with any subsequently authorized shares
of common  stock of  Holdings, the  "Holdings Common  Stock"), of  which
9,399,996 shares shall be issued and outstanding, (ii) 2,000,000  shares
of Class L  common stock,  $0.01 par  value per  share (such  authorized
shares  of  Class  L  common  stock,  together  with  any   subsequently
authorized shares of  Class L common  stock of  Holdings, the  "Holdings
Class L Common Stock"),  of which 1,044,444 shares  shall be issued  and
outstanding, and  (iii) 100,000  shares of  Baxter Preferred  Stock,  of
which 10,000 shares shall be issued and outstanding and owned by Baxter.
All such outstanding shares have been duly and validly issued, are fully
paid and  nonassessable.   Except  as set  forth  on Annex  XIV  hereto,
Holdings does not  have outstanding any  securities convertible into  or
exchangeable  for  its  capital  stock  or  outstanding  any  rights  to
subscribe for or to purchase, or any options for the purchase of, or any
agreement providing for  the issuance (contingent  or otherwise) of,  or
any calls,  commitments or  claims of  any  character relating  to,  its
capital stock.

          (b)  On the Restatement Effective Date and after giving effect
to the Original Transaction, the Transaction and the other  transactions
contemplated hereby, the authorized capital stock of the Borrower  shall
consist of 1,000 shares of common stock, $0.01 par value per share,  all
of which shares shall be issued  and outstanding and owned by  Holdings.
All such outstanding shares  have been duly and  validly issued and  are
fully paid and nonassessable.   The Borrower  does not have  outstanding
any securities convertible into or exchangeable for its capital stock or
outstanding any rights to subscribe for  or to purchase, or any  options
for the  purchase  of, or  any  agreements providing  for  the  issuance
(contingent or otherwise) of, or any calls, commitments or claims of any
character relating to, its capital stock.

          6.17  Subsidiaries.  On  and as of  the Restatement  Effective
Date and  after  giving  effect to  the  consummation  of  the  Original
Transaction and the Transaction, Holdings has no Subsidiaries other than
the Borrower and its Subsidiaries, and the Borrower has no  Subsidiaries
other than those Subsidiaries listed on Annex V.  Annex V correctly sets
forth, as of the Restatement Effective  Date and after giving effect  to
the Original Transaction and  the Transaction, the percentage  ownership
(direct and indirect) of Holdings in each class of capital stock of each
of its Subsidiaries and also identifies  the direct owner thereof.   All
outstanding shares of capital stock of  each Subsidiary of the  Borrower
have been duly and validly issued, are fully paid and nonassessable  and
have been  issued free  of  preemptive rights.    No Subsidiary  of  the
Borrower has outstanding any securities convertible into or exchangeable
for its capital stock  or outstanding any right  to subscribe for or  to
purchase, or  any  options or  warrants  for  the purchase  of,  or  any
agreement providing for the issuance (contingent or otherwise) of or any
calls, commitments or claims of any  character relating to, its  capital
stock or any stock appreciation or similar rights.

          6.18  Intellectual  Property.    Holdings  and  each  of  its
Subsidiaries owns  or holds  a valid  license to  use all  the  material
patents, trademarks, permits,  service marks,  trade names,  technology,
know-how and formulas  or other rights  with respect  to the  foregoing,
free from restrictions that are materially  adverse to the use  thereof,
that are used in the operation of  the business of Holdings and each  of
its Subsidiaries as presently conducted.
<PAGE>
          6.19  Compliance with Statutes, etc.  Holdings and each of its
Subsidiaries is in compliance with all applicable statutes,  regulations
and  orders  of,  and  all  applicable  restrictions  imposed  by,   all
governmental bodies, domestic or foreign, in  respect of the conduct  of
its business and  the ownership  of its  property (including  compliance
with all applicable Environmental Laws with respect to any Real Property
or governing its  business and the  requirements of  any permits  issued
under such Environmental Laws with respect to any such Real Property  or
the operations of Holdings or any of its Subsidiaries), except such non-
compliance as is not likely to, individually or in the aggregate, have a
Material Adverse Effect.

          6.20  Environmental Matters.  (a)   Holdings and  each of its
Subsidiaries have complied with,  and on the date  of each Credit  Event
are in  compliance  with,  all applicable  Environmental  Laws  and  the
requirements of any permits issued under such Environmental Laws.  There
are no pending or, to the  best knowledge of Holdings and the  Borrower,
past or threatened Environmental Claims against  Holdings or any of  its
Subsidiaries or any Real Property owned  or operated by Holdings or  any
of  its  Subsidiaries  that  individually  or  in  the  aggregate  would
reasonably be expected to have a Material Adverse Effect.  There are  no
facts, circumstances,  conditions or  occurrences on  any Real  Property
owned or operated by Holdings or any of its Subsidiaries or, to the best
knowledge of Holdings and the Borrower, on any property adjoining or  in
the vicinity of any such Real Property that would reasonably be expected
(i) to form the basis of an Environmental Claim against Holdings or  any
of its Subsidiaries or  any such Real Property  that individually or  in
the aggregate would reasonably  be expected to  have a Material  Adverse
Effect or (ii)  to cause any  such Real Property  to be  subject to  any
restrictions on the ownership, occupancy, use or transferability of such
Real  Property  by  Holdings  or  any  of  its  Subsidiaries  under  any
applicable Environmental Law.

          (b)  Hazardous Materials have not at any time been  generated,
used, treated or stored on, or transported to or from, any Real Property
owned or operated  by Holdings  or any  of its  Subsidiaries where  such
generation, use, treatment or storage  has violated or would  reasonably
be expected to violate any Environmental Law.  Hazardous Materials  have
not at any  time been Released  on or from  any Real  Property owned  or
operated by Holdings or any of its Subsidiaries.  There are not now  any
underground storage tanks located on any Real Property owned or operated
by Holdings or any of its Subsidiaries.

          (c)  Notwithstanding anything to the contrary in this  Section
6.20, the representations made in this Section 6.20 shall only be untrue
if the aggregate  effect of all  restrictions, failures,  noncompliance,
Environmental Claims,  Releases  and  presence  of  underground  storage
tanks, in each case  of the types described  above, would reasonably  be
expected to have a Material Adverse Effect.

          6.21  Properties.   All  Real  Property  owned  or  leased  by
Holdings or any of  its Subsidiaries as of  the Original Effective  Date
and after giving effect to the  Original Transaction, and the nature  of
the interest therein, is correctly set forth in Annex III.  Holdings and
each of its Subsidiaries has good and marketable title to, or a  validly
subsisting leasehold  interest  in,  all material  properties  owned  or
leased by it, including all Real  Property reflected in Annex III or  in
the financial statements referred to in Section 6.10(b) or (c), free and
clear of all Liens, other than Permitted Liens.          
<PAGE>
          6.22  Labor Relations.   Neither  Holdings  nor  any  of  its
Subsidiaries  is  engaged  in  any  unfair  labor  practice  that  could
reasonably be expected to have a Material Adverse Effect.  There is  (i)
no unfair labor practice  complaint pending against  Holdings or any  of
its Subsidiaries or, to the best knowledge of Holdings and the Borrower,
threatened against  any of  them, before  the National  Labor  Relations
Board, and  no grievance  or arbitration  proceeding arising  out of  or
under any collective bargaining agreement is so pending against Holdings
or any of its Subsidiaries or, to the best knowledge of Holdings and the
Borrower, threatened against any of them, (ii) no strike, labor dispute,
slowdown or stoppage pending against Holdings or any of its Subsidiaries
or, to  the best  knowledge of  Holdings  and the  Borrower,  threatened
against Holdings  or any  of  its Subsidiaries  and  (iii) to  the  best
knowledge of Holdings and the Borrower, no union representation question
existing with  respect  to the  employees  of  Holdings or  any  of  its
Subsidiaries and, to the best knowledge of Holdings and the Borrower, no
union organizing activities  are taking place,  except (with respect  to
any matter  specified  in  clause  (i),  (ii)  or  (iii)  above,  either
individually or in the  aggregate) such as is  not reasonably likely  to
have a Material Adverse Effect.

          6.23  Tax Returns and Payments.  All Federal, material  state
and other material returns, statements, forms and reports for taxes (the
"Returns") required  to be  filed  by or  with  respect to  the  income,
properties or operations of the Acquired Business and of Holdings and/or
any of  its Subsidiaries  have been  timely filed  with the  appropriate
taxing authority.   The  Returns accurately  reflect all  liability  for
taxes of the Acquired Business and of Holdings and its Subsidiaries,  as
the case may be, for the periods covered thereby.  The Acquired Business
and Holdings and each of its Subsidiaries have paid all taxes payable by
them other than taxes which are not yet due and payable, and other  than
those contested in good faith by  appropriate proceedings and for  which
adequate reserves have been established in accordance with GAAP.  Except
as disclosed in the financial statements referred to in Section 6.10(b),
there is no material action, suit, proceeding, investigation, audit,  or
claim now pending  or, to the  knowledge of Holdings  and the  Borrower,
threatened by any authority regarding any taxes relating to the Acquired
Business or to Holdings or any of its Subsidiaries.  Except as set forth
on Annex XV, as of the Restatement Effective Date, neither the  Acquired
Business nor Holdings  or any of  its Subsidiaries has  entered into  an
agreement or waiver  or been  requested to  enter into  an agreement  or
waiver extending any statute of limitations  relating to the payment  or
collection of taxes  of the Acquired  Business, Holdings or  any of  its
Subsidiaries, or  is aware  of any  circumstances that  would cause  the
taxable years  or other  taxable periods  of  the Acquired  Business  or
Holdings or any of  its Subsidiaries not to  be subject to the  normally
applicable statute of  limitations.  Neither  the Acquired Business  nor
Holdings or  any of  its Subsidiaries  have  provided, with  respect  to
themselves or property held  by them, any consent  under Section 341  of
the Code.   Neither the  Acquired Business nor  Holdings or  any of  its
Subsidiaries has incurred, or will incur, any material tax liability  in
connection with the Original Transaction, the Transaction and the  other
transactions contemplated hereby.  Notwithstanding anything contained in
this Section 6.23  to the contrary,  neither Holdings  nor the  Borrower
will be in breach of any of the representations or warranties set  forth
in this Section 6.23 to the extent that such Credit Parties have a right
to be  indemnified by  the Seller  or any  of its  Affiliates under  the
Acquisition Agreement in respect of such taxes or other liabilities  and
then only so long  as such Credit Parties  are proceeding diligently  to
enforce such indemnification and are so indemnified by the Seller within
90 days after requesting or demanding same.
<PAGE>
          6.24  Existing Indebtedness.  Annex VII sets forth a true and
complete list of all Indebtedness of Holdings and its Subsidiaries as of
the Original Effective  Date and which  is to  remain outstanding  after
giving effect to the Original Transaction and the incurrence of Original
Loans on  such  date  (excluding Indebtedness  permitted  under  Section
8.04(a) and Sections 8.04(c)-(t), the "Existing Indebtedness"), in  each
case showing the aggregate principal amount thereof and the name of  the
respective borrower and  any other entity  which directly or  indirectly
guaranteed such debt.

          6.25    Subordination.    (a)  The  subordination  provisions
contained in  the Senior  Subordinated  Note Documents  are  enforceable
against the Borrower and the holders thereof, and all Obligations  shall
be within the definition of "Senior Debt" included in such subordination
provisions.

          (b)  On and after the  issuance of any  Baxter PIK Notes, the
subordination provisions  contained in  the  Baxter PIK  Note  Documents
shall be enforceable against  Holdings and the  holder thereof, and  all
Obligations shall be within the  definition of "Superior Debt"  included
in such subordination provisions.

          SECTION 7.  Affirmative Covenants.  Holdings and the Borrower
hereby covenant and  agree that on  the Restatement  Effective Date  and
thereafter for so  long as  this Agreement is  in effect  and until  the
Commitments  have  terminated,  no  Letters  of  Credit  or  Notes   are
outstanding and the Loans and  Unpaid Drawings, together with  interest,
Fees and all other Obligations (other than any indemnities described  in
Section 12.13  hereof  which are  not  then due  and  payable)  incurred
hereunder, are paid in full:

          7.01  Information  Covenants.  Holdings  will furnish to  each
Bank:

          (a)  Monthly Reports.  Within  30 days after  the end of  each
     fiscal  month  of  Holdings,  the  consolidated  balance  sheet  of
     Holdings and its Subsidiaries as at  the end of such month and  the
     related consolidated statements of income and retained earnings and
     of cash flows  for such month  and for the  elapsed portion of  the
     fiscal year ended with the last day  of such month, in the case  of
     financial statements  delivered pursuant  to this  Section  7.01(a)
     after June  30, 1997,  setting forth  comparative figures  for  the
     corresponding month in the prior fiscal year, all of which shall be
     certified by  the  chief  financial  officer  or  other  Authorized
     Officer of Holdings, subject to normal year-end audit adjustments.

          (b)  Quarterly Financial Statements.  Within 45 days after the
     close of each quarterly  accounting period in  each fiscal year  of
     Holdings, the  consolidated  balance  sheet  of  Holdings  and  its
     Subsidiaries as at the end of such quarterly accounting period  and
     the related consolidated statements of income and retained earnings
     and of cash flows for such quarterly accounting period and for  the
     elapsed portion of the fiscal year ended with the last day of  such
     quarterly accounting period,  all of which  shall be in  reasonable
     detail and  certified  by  the chief  financial  officer  or  other
     Authorized  Officer  of  Holdings  that  they  fairly  present  the
     financial condition  of Holdings  and its  Subsidiaries as  of  the
     dates indicated and the results of their operations and changes  in
     their cash flows for the periods indicated, subject to normal year-
     end audit adjustments.
<PAGE>
          (c)  Annual Financial Statements.   Within 90  days after the
     close of each  fiscal year  of Holdings,  the consolidated  balance
     sheet of Holdings and its Subsidiaries as at the end of such fiscal
     year and the related consolidated statements of income and retained
     earnings and  of cash  flows for  such  fiscal year  (and  separate
     supplemental information setting forth comparable budgeted  figures
     for such fiscal year  and, commencing with  the fiscal year  ending
     December  31,  1997,  comparative  consolidated  figures  for   the
     preceding year) certified  by Price  Waterhouse LLP  or such  other     
     independent certified  public  accountants of  recognized  national
     standing as shall be  reasonably acceptable to  the Agent, in  each
     case  to  the  effect  that  such  statements  fairly  present  the
     financial condition  of Holdings  and its  Subsidiaries as  of  the
     dates indicated and  the results of  their operations and  changes,
     together with a certificate of such accounting firm stating that in
     the course of its regular audit of the business of Holdings and its
     Subsidiaries,  which  audit  was   conducted  in  accordance   with
     generally accepted  auditing  standards,  no Default  or  Event  of
     Default which  has occurred  and is  continuing has  come to  their
     attention or, if  such a Default  or Event of  Default has come  to
     their attention a statement as to the nature thereof.

          (d)  Budgets,  etc.    Not  more   than  60  days  after   the
     commencement of each fiscal  year of the  Borrower, budgets of  the
     Borrower and its Subsidiaries in reasonable detail for each of  the
     four fiscal quarters of such fiscal  year and for each of the  four
     fiscal quarters of the immediately succeeding fiscal year, in  each
     case as customarily  prepared by  management for  its internal  use
     setting  forth,   with   appropriate  discussion,   the   principal
     assumptions upon which such budgets are based.  Together with  each
     delivery of financial  statements pursuant to  Section 7.01(b)  and
     (c) in respect of each fiscal  period ending on or after March  31,
     1997, a comparison of  the current year  to date financial  results
     (other than  in respect  of the  balance sheets  included  therein)
     against the  budgets  required to  be  submitted pursuant  to  this
     clause (d) shall be presented.

          (e)  Officer's Certificates.  At the  time of the delivery  of
     the financial statements provided for in Section 7.01(b) and (c), a
     certificate of  the chief  financial  officer or  other  Authorized
     Officer of  Holdings to  the effect  that no  Default or  Event  of
     Default exists or, if any Default  or Event of Default does  exist,
     specifying the nature and  extent thereof, which certificate  shall
     set forth the calculations  required to establish whether  Holdings
     and its  Subsidiaries were  in compliance  with the  provisions  of
     Sections 8.04,  8.07(vi), (vii)  and (viii)  and 8.09  through  and
     including 8.13, as at  the end of such  fiscal quarter or year,  as
     the case may be.  In addition, at  the time of the delivery of  the
     financial statements provided for in Section 7.01(c), a certificate
     of the  chief  financial officer  or  other Authorized  Officer  of
     Holdings setting forth the amount of, and calculations required  to
     establish the amount of, Excess Cash Flow for the Excess Cash  Flow
     Period ending  on  the last  day  of the  respective  fiscal  year.
     Further, at the time that Holdings  either contributes any cash  to
     the Borrower the proceeds of which  are not required to be used  to
     repay Term Loans as provided in clause (i) of the final proviso  to
     Section 4.02(A)(d) or makes  a Borrower Subordinated Loan  pursuant
     to Section 8.06(t), a certificate of the chief financial officer or
     other Authorized Officer of Holdings setting forth the intended use
     by the Borrower or its Subsidiaries of such proceeds.
<PAGE>
          (f)  Notice of Default  or Litigation.   Promptly, and in  any
     event within five Business Days (or 10 Business Days in the case of
     clause (y) below) after  any Senior Officer of  Holdings or any  of
     its Subsidiaries  obtains  knowledge  thereof, notice  of  (x)  the
     occurrence of any event which constitutes a Default or an Event  of
     Default, which notice shall specify the nature thereof, the  period
     of existence  thereof  and what  action  Holdings or  the  Borrower
     proposes to take  with respect thereto  and shall  state that  such
     notice is a  "notice of default"  and (y) the  commencement of,  or
     threat of, or  any significant  development in,  any litigation  or
     governmental proceeding  pending against  Holdings  or any  of  its
     Subsidiaries which is likely to have a Material Adverse Effect,  or
     a material adverse  effect on the  ability of any  Credit Party  to     
     perform its  respective obligations  hereunder or  under any  other
     Credit Document.

          (g)  Auditors' Reports.  Promptly upon receipt thereof, a copy
     of each report or "management letter" submitted to Holdings or  any
     of its Subsidiaries  by its independent  accountants in  connection
     with any annual, interim or special audit made by them of the books
     of Holdings or any of its Subsidiaries.

          (h)  Environmental  Matters.      Promptly   after   obtaining
     knowledge of any of the following, written notice of:

               (i)  any pending  or  threatened  material  Environmental
          Claim against Holdings or any of its Subsidiaries or any  Real
          Property  owned  or  operated  by  Holdings  or  any  of   its
          Subsidiaries;

              (ii)  any condition  or occurrence  on any  Real  Property
          owned or operated by Holdings or any of its Subsidiaries  that
          (x) results in  material noncompliance by  Holdings or any  of
          its Subsidiaries with any applicable Environmental Law or  (y)
          could reasonably  be  anticipated  to  form  the  basis  of  a
          material Environmental Claim  against Holdings or  any of  its
          Subsidiaries or any such Real Property;

             (iii)  any condition  or occurrence  on any  Real  Property
          owned or operated by Holdings or any of its Subsidiaries  that
          could reasonably be anticipated to cause such Real Property to
          be subject  to any  material  restrictions on  the  ownership,
          occupancy,  use  or   transferability  by   Holdings  or   its
          Subsidiary, as the case may be,  of its interest in such  Real
          Property under any Environmental Law; and

              (iv)  the taking  of  any  material  removal  or  remedial
          action in response to  the actual or  alleged presence of  any
          Hazardous Material on any Real  Property owned or operated  by
          Holdings or any of its Subsidiaries  where Holdings or any  of
          its  Subsidiaries  is   or  is  reasonably   expected  to   be
          responsible for the cost of such action or where the taking of
          such  action  could  reasonably  be  expected  to   materially
          interfere with  the  operations  of Holdings  or  any  of  its
          Subsidiaries at such Real Property.
<PAGE>
          All such  notices  shall  describe in  reasonable  detail  the
     nature  of  the  claim,  investigation,  condition,  occurrence  or
     removal or remedial action and Holdings' or the Borrower's response
     thereto.  In addition,  Holdings agrees to  provide the Banks  with
     copies of all  material communications by  Holdings or  any of  its
     Subsidiaries with  any Person,  government or  governmental  agency
     relating to Environmental Claims, and such detailed reports of  any
     Environmental Claim as may reasonably be requested by the Agent  or
     the Required Banks.

          (i)  Accounts  Receivable  Facility  Transaction  Date.    The
     Borrower shall provide  the Agent 15  Business Days' prior  written
     notice of the Accounts Receivable Facility Transaction Date.

          (j)  Other Information.   Promptly upon transmission  thereof,
     copies of any filings and registrations  with, and reports to,  the
     SEC by  Holdings or  any  of its  Subsidiaries  and copies  of  all
     financial statements,  proxy  statements, notices  and  reports  as
     Holdings or  any  of  its  Subsidiaries  shall  generally  send  to
     analysts or the holders of their capital stock or of the Baxter PIK
     Notes, Permitted  Holdings PIK  Securities or  Senior  Subordinated
     Notes in their capacity as such holders (in each case to the extent
     not theretofore delivered to the Banks pursuant to this  Agreement)     
     and,  with  reasonable  promptness,   such  other  information   or
     documents (financial or otherwise) as the  Agent on its own  behalf
     or on behalf of any Bank may reasonably request from time to time.

          7.02  Books, Records and Inspections.  Holdings will, and will
cause each of  its Subsidiaries  to, permit,  upon notice  to the  chief
financial officer  or  other  Authorized  Officer  of  Holdings  or  the
Borrower, (x) officers  and designated representatives  of the Agent  or
any Bank  to  visit and  inspect  any of  the  properties or  assets  of
Holdings and any of its Subsidiaries in whomsoever's possession, and  to
examine the books of account of Holdings and any of its Subsidiaries and
discuss the affairs, finances and accounts of Holdings and of any of its
Subsidiaries with, and be advised as to the same by, their officers  and
independent accountants, all at such reasonable times and intervals  and
to such reasonable extent as  the Agent or any  Bank may desire and  (y)
the Agent,  at  the  request  of the  Required  Banks,  to  conduct,  at
Holdings'  and  the  Borrower's  expense,  an  audit  of  the   accounts
receivable and/or inventories  of the Borrower  and its Subsidiaries  at
such times (but no more frequently than  once a year unless an Event  of
Default has  occurred and  is continuing)  as the  Required Banks  shall
reasonably require.
<PAGE>
          7.03  Insurance.  Holdings  will, and will  cause each of  its
Subsidiaries to, at all times from  and after the Restatement  Effective
Date maintain  in full  force and  effect insurance  with reputable  and
solvent insurance  carriers in  such amounts,  covering such  risks  and
liabilities and with such deductibles or self-insured retentions as  are
in accordance with normal industry practice.  At any time that insurance
at the levels described in Annex VI is not being maintained by  Holdings
and its Subsidiaries, Holdings will notify the Banks in writing  thereof
and, if thereafter notified by the Agent to do so, Holdings will  obtain
insurance at such levels to the extent then generally available (but  in
any event within  the deductible or  self-insured retention  limitations
set forth in the preceding sentence)  or otherwise as are acceptable  to
the Agent.  Holdings  will furnish to  the Agent on  each date on  which
financial statements are delivered pursuant to Section 7.01(c) a summary
of the insurance carried in respect of Holdings and its Subsidiaries and
the assets of Holdings and  its Subsidiaries together with  certificates
of insurance and other  evidence of such insurance,  if any, naming  the
Collateral Agent as an additional insured and/or loss payee.

          7.04  Payment of Taxes.  Holdings will pay and discharge, and
will cause each  of its Subsidiaries  to pay and  discharge, all  taxes,
assessments and governmental charges or levies  imposed upon it or  upon
its income or profits, or upon any properties belonging to it, prior  to
the date  on which  material penalties  attach thereto,  and all  lawful
claims for sums that have become due and payable which, if unpaid, might
become a Lien not  otherwise permitted under  Section 8.03(a) or  charge
upon any properties of  Holdings or any  of its Subsidiaries;  provided,
that neither Holdings nor any of  its Subsidiaries shall be required  to
pay any  such tax,  assessment, charge,  levy or  claim which  is  being
contested in good faith and by  proper proceedings if it has  maintained
adequate reserves with respect thereto in accordance with GAAP.

          7.05  Corporate Franchises.  Holdings will do, and will cause
each of  its  Subsidiaries  to do,  or  cause  to be  done,  all  things
necessary to preserve and  keep in full force  and effect its  existence
and its  material  rights,  franchises and  authority  to  do  business;
provided, however, that any transaction  permitted by Section 8.02  will
not constitute a breach of this Section 7.05.

          7.06  Compliance with Statutes, etc.  Holdings will, and will
cause each of its Subsidiaries to, comply with all applicable  statutes,
regulations and orders of, and  all applicable restrictions imposed  by,
all governmental bodies, domestic or foreign, in respect of the  conduct
of its business and the ownership of its property (including  applicable
statutes, regulations, orders and restrictions relating to environmental
standards and controls) other than such non-compliance as would not have
a Material Adverse Effect or a material adverse effect on the ability of
any Credit Party to perform its obligations under any Credit Document to
which it is a party.
<PAGE>
          7.07  Compliance with Environmental Laws.  (a)  Holdings will
pay, and  will cause  each of  its Subsidiaries  to pay,  all costs  and
expenses incurred by it in keeping in compliance with all  Environmental
Laws, and will keep  or cause to  be kept all  Real Properties free  and
clear of any Liens imposed pursuant to such Environmental Laws; and  (b)
neither Holdings nor any of its Subsidiaries will generate, use,  treat,
store, release or dispose of, or permit the generation, use,  treatment,
storage, release  or  disposal  of,  Hazardous  Materials  on  any  Real
Property,  or  transport  or  permit  the  transportation  of  Hazardous
Materials to  or from  any such  Real Property,  unless the  failure  to
comply with  the requirements  specified in  clause  (a) or  (b)  above,
either individually  or  in  the  aggregate,  would  not  reasonably  be
expected to have a Material Adverse Effect.   If Holdings or any of  its
Subsidiaries, or any tenant or occupant  of any Real Property, cause  or
permit any intentional or unintentional act or omission resulting in the
presence or Release of any Hazardous Material (except in compliance with
applicable Environmental Laws), each of Holdings and the Borrower agrees
to undertake,  and/or  to cause  any  of its  Subsidiaries,  tenants  or
occupants to undertake, at  their sole expense,  any clean up,  removal,
remedial or  other action  required pursuant  to Environmental  Laws  to
remove and  clean up  any Hazardous  Materials from  any Real  Property;
provided that  neither Holdings  nor any  of its  Subsidiaries shall  be
required to  comply with  any such  order or  directive which  is  being
contested in good  faith and  by proper proceedings  so long  as it  has
maintained adequate  reserves with  respect to  such compliance  to  the
extent required in accordance with GAAP.

          7.08  ERISA.  As soon as possible and, in any event, within 10
days after Holdings or any Subsidiary of Holdings or any ERISA Affiliate
knows or has reason to  know of the occurrence  of any of the  following
events to  the extent  that one  or more  of such  events is  reasonably
likely to result in a material  liability to Holdings or any  Subsidiary
of Holdings, Holdings will deliver to each of the Banks a certificate of
the chief  financial officer  or other  Authorized Officer  of  Holdings
setting forth details  as to  such occurrence  and the  action, if  any,
which Holdings, such Subsidiary or such  ERISA Affiliate is required  or
proposes to take, together with any  notices required or proposed to  be
given to  or filed  with or  by Holdings,  such Subsidiary,  such  ERISA
Affiliate, the PBGC, a Plan participant  or the Plan administrator  with
respect thereto:    that  a  Reportable  Event  has  occurred,  that  an
accumulated funding deficiency has been  incurred or an application  may
be or has been  made to the Secretary  of the Treasury  for a waiver  or
modification of  the minimum  funding standard  (including any  required
installment payments) or an extension  of any amortization period  under
Section 412 of  the Code  with respect to  a Plan;  that a  contribution
required to be  made to  a Plan  or Foreign  Pension Plan  has not  been
timely made; that  a Plan has  been or may  be terminated,  reorganized,
partitioned or declared insolvent under Title  IV of ERISA; that a  Plan
has an Unfunded Current Liability giving  rise to a lien under ERISA  or
the Code; that proceedings may be  or have been instituted to  terminate
or appoint a trustee  to administer a Plan;  that a proceeding has  been
instituted pursuant  to Section  515 of  ERISA to  collect a  delinquent
contribution to a Plan; that Holdings, any Subsidiary of Holdings or any
ERISA  Affiliate  will  or  may  incur  any  liability  (including   any
contingent or secondary liability) to or  on account of the  termination
of or withdrawal from a Plan under Section 4062, 4063, 4064, 4069, 4201,
4204 or  4212  of  ERISA  or  with  respect  to  a  Plan  under  Section
401(a)(29), 4971, 4975  or 4980 of  the Code or  Section 409, 502(i)  or
502(l) of ERISA; or that Holdings  or any Subsidiary of Holdings has  or
may incur any liability under any employee welfare benefit plan  (within
the meaning of Section 3(1) of ERISA) that provides benefits to  retired
<PAGE>
employees or other former employees (other  than as required by  Section
601 of  ERISA) or  any  employee pension  benefit  plan (as  defined  in
Section 3(2)  of ERISA).   At  the request  of any  Bank, Holdings  will
deliver to such Bank a complete copy of the annual report (Form 5500) of
each Plan required to  be filed with the  Internal Revenue Service.   In
addition, at the request of any  Bank, copies of annual reports and  any
notices received by Holdings or any Subsidiary of Holdings or any  ERISA
Affiliate with respect  to any  Plan or  Foreign Pension  Plan shall  be
delivered to such Bank no later than 10 days after the date of any  such
request.

          7.09  Good Repair.  Holdings will, and will cause each of its
Subsidiaries to, ensure that its material properties and equipment  used
in its business are  kept in good repair,  working order and  condition,
normal wear and tear  and damage by casualty  excepted, and, subject  to
Section 8.09, that from time to  time there are made in such  properties
and equipment all  needful and proper  repairs, renewals,  replacements,
extensions, additions,  betterments  and improvements  thereto,  to  the
extent and in the  manner useful or customary  for companies in  similar
businesses.

          7.10  End of Fiscal  Years; Fiscal Quarters.  Holdings  will,
for financial reporting purposes, cause (i) each of its, and each of its
Subsidiaries', fiscal years to end on December 31 of each year and  (ii)
each of its, and  each of its Subsidiaries',  fiscal quarters to end  on
March 31, June 30, September 30 and December 31 of each year.

          7.11  Additional Security; Further Assurances.  (a)   Holdings
will, and will cause each of  its Domestic Subsidiaries (and subject  to
Section 7.16,  each  of  its Foreign  Subsidiaries)  to,  grant  to  the
Collateral Agent security  interests and  mortgages in  such assets  and
properties of Holdings and  its Subsidiaries as are  not covered by  the
Security Documents, and  as may be  requested from time  to time by  the
Agent or  the Required  Banks  (collectively, the  "Additional  Security
Documents").  All such security interests and mortgages shall be granted
pursuant to documentation reasonably satisfactory in form and  substance
to the  Agent  and  shall constitute  valid  and  enforceable  perfected
security interests and mortgages superior to and prior to the rights  of
all third Persons  and subject to  no other Liens  except for  Permitted
Liens.  The Additional Security Documents or instruments related thereto
shall have been duly recorded or filed in such manner and in such places
as are required by law to  establish, perfect, preserve and protect  the
Liens in favor of the Collateral  Agent required to be granted  pursuant
to the  Additional Security  Documents and  all  taxes, fees  and  other
charges payable in connection therewith shall have been paid in full.

          (b)  Holdings will, and  will cause each  of its  Subsidiaries
to, at the expense of Holdings and the Borrower, make, execute, endorse,
acknowledge, file and/or deliver  to the Collateral  Agent from time  to
time  such  vouchers,  invoices,  schedules,  confirmatory  assignments,
conveyances, financing  statements,  transfer  endorsements,  powers  of
attorney,  certificates,  real  property  surveys,  reports  and   other
assurances or instruments and  take such further  steps relating to  the
collateral covered by any  of the Security  Documents as the  Collateral
Agent may reasonably require.  Furthermore,  Holdings shall cause to  be
delivered to  the  Collateral  Agent such  opinions  of  counsel,  title
insurance and other related documents as may be reasonably requested  by
the Agent to assure themselves that this Section 7.11 has been  complied
with.
<PAGE>
          (c)  If the Agent  or the Required  Banks determine that  they
are required by law or regulation to have appraisals prepared in respect
of the  Real  Property of  Holdings  and its  Subsidiaries  constituting
Collateral, the Borrower  shall provide  to the  Agent appraisals  which
satisfy the applicable requirements of the Real Estate Appraisal  Reform
Amendments of the Financial Institution Reform, Recovery and Enforcement
Act of 1989 and which shall be in form and substance satisfactory to the
Agent.

          (d)  Holdings and the Borrower agree that each action required
above by this Section 7.11 shall  be completed as soon as possible,  but
in no event later than 90 days after such action is either requested  to
be taken by the Agent or the Required  Banks or required to be taken  by
Holdings and  its Subsidiaries  pursuant to  the terms  of this  Section
7.11; provided  that in  no  event shall  Holdings  or the  Borrower  be
required to take any action, other than using its reasonable efforts, to
obtain consents from third parties with  respect to its compliance  with
this Section 7.11.

          7.12  Interest Rate Protection.  The Borrower  shall no later
than 90  days following  the Original  Effective  Date enter  into,  and
thereafter maintain, Interest  Rate Protection Agreements,  satisfactory
to the Agent, with a term of at least three years, establishing a  fixed
or maximum interest rate acceptable to the Agent in respect of at  least
50% of the outstanding Term Loans,  it being understood and agreed  that
the Interest Rate Protection Agreements entered into by the Borrower  in
connection with the Existing Credit Agreement and/or the Original Credit
Agreement may  remain outstanding  and shall  constitute a  part of  the
interest rate protection program required by this Section 7.12.

          7.13  Register.  The Borrower  hereby designates the Agent  to
serve as the Borrower's agent, solely for purposes of this Section 7.13,
to maintain a  register (the  "Register") on  which it  will record  the
Commitments from time to time  of each of the  Banks, the Loans made  by
each of the Banks and each repayment in respect of the principal  amount
of the Loans of each Bank.  Failure to make any such recordation, or any
error in such recordation shall not affect the Borrower's obligations in
respect of such Loans.   With respect to any  Bank, the transfer of  the
Commitments of  such  Bank and  the  rights  to the  principal  of,  and
interest on, any  Loan made pursuant  to such Commitments  shall not  be
effective until such transfer is recorded on the Register maintained  by
the Agent with respect  to ownership of such  Commitments and Loans  and
prior to  such recordation  all amounts  owing  to the  transferor  with
respect to  such  Commitments  and  Loans  shall  remain  owing  to  the
transferor.  The registration of assignment  or transfer of all or  part
of any  Commitments and  Loans shall  be recorded  by the  Agent on  the
Register only upon the  acceptance by the Agent  of a properly  executed
and delivered Assignment  and Assumption Agreement  pursuant to  Section
12.04(b).   Coincident  with the  delivery  of such  an  Assignment  and
Assumption Agreement to  the Agent  for acceptance  and registration  of
assignment or transfer of all or part  of a Loan, or as soon  thereafter
as practicable, the  assigning or  transferor Bank  shall surrender  the
Note evidencing such Loan,  and thereupon one or  more new Notes in  the
same aggregate  principal amount  shall be  issued to  the assigning  or
transferor Bank and/or the new Bank.   The Borrower agrees to  indemnify
the Agent  from and  against any  and all  losses, claims,  damages  and
liabilities of  whatsoever  nature which  may  be imposed  on,  asserted
against or incurred  by the Agent  in performing its  duties under  this
Section 7.13.
<PAGE>
          7.14  Maintenance of Corporate  Separateness.  Holdings  will,
and will cause each of its Subsidiaries to, satisfy customary  corporate
formalities, including the  maintenance of corporate  records.   Neither
the Borrower nor any Subsidiary of  the Borrower shall make any  payment
to a creditor of Holdings (other than a Guaranteed Creditor pursuant  to
any Credit Document or  an Interest Rate  Protection Agreement or  Other
Hedging Agreement entered  into with  any such  Guaranteed Creditor)  in
respect of any liability  of Holdings, and no  bank account of  Holdings
shall be  commingled  with any  bank  account  of the  Borrower  or  any
Subsidiary of the Borrower.  Any financial statements distributed to any
creditors of Holdings shall,  to the extent  permitted by GAAP,  clearly
establish the corporate separateness of  Holdings from the Borrower  and
each of the Borrower's Subsidiaries.  Finally, neither the Borrower  nor
any of its Subsidiaries shall take any action, or conduct its affairs in
a manner,  which is  likely  to result  in  the corporate  existence  of
Holdings on the one hand  and of the Borrower  or any Subsidiary of  the
Borrower on  the  other  hand  being  ignored,  or  in  the  assets  and
liabilities of  the Borrower  or any  Subsidiary of  the Borrower  being
substantively consolidated  with  those  of Holdings  in  a  bankruptcy,
reorganization or other insolvency proceeding.

          7.15  Baxter PIK  Notes;  Baxter  Preferred  Stock;  Permitted
Holdings PIK Securities.  (a)  Holdings shall pay any and  all interest
on any Baxter PIK Notes issued in accordance with this Agreement through
the issuance  of additional  Baxter PIK  Notes,   rather than  in  cash,
except to the extent cash Dividends to Holdings are otherwise  permitted
to be  paid in  accordance with  the terms  of Section  8.07(v) for  the
purpose of paying cash  interest on the Baxter  PIK Notes in  accordance
with the terms thereof.

          (b)  Holdings shall pay all dividends on the Baxter  Preferred
Stock through  the issuance  of additional  shares of  Baxter  Preferred
Stock, rather than in cash, except  to the extent cash dividends on  the
Baxter Preferred Stock are permitted to  be paid in accordance with  the
terms of Section 8.07(vi); provided that  in lieu of issuing  additional
shares of Baxter Preferred Stock as dividends, Holdings may increase the
liquidation preference of the  shares of the  Baxter Preferred Stock  in
respect of which such dividends have accrued.

          (c)  Holdings shall pay all dividends or interest, as the case
may be, on the Permitted Holdings PIK Securities through the issuance of
additional Permitted  Holdings  PIK  Securities  rather  than  in  cash;
provided that  in  lieu of  issuing  additional Permitted  Holdings  PIK
Securities as dividend or interest  payments, Holdings may increase  the
liquidation preference or outstanding amount, as the case may be, of the
outstanding Permitted Holdings PIK Securities  in respect of which  such
dividends or interest have accrued.
<PAGE>
          7.16  Foreign Subsidiaries Security.  If following a change in
the relevant sections of  the Code or  the regulations, rules,  rulings,
notices  or  other   official  pronouncements   issued  or   promulgated
thereunder, counsel for  the Borrower acceptable  to the  Agent and  the
Required Banks does not within 30 days after a request from the Agent or
the Required Banks deliver evidence, in form and substance  satisfactory
to the  Agent  and the  Required  Banks,  with respect  to  any  Foreign
Subsidiary which has not already had  all of its stock pledged  pursuant
to the Pledge Agreement that (i) a pledge (x) of 66-2/3% or more of  the
total combined voting  power of  all classes  of capital  stock of  such
Foreign Subsidiary  entitled to  vote, and  (y) of  any promissory  note
issued by such  Foreign Subsidiary to  Holdings or any  of its  Domestic
Subsidiaries, (ii) the  entering into by  such Foreign  Subsidiary of  a
security agreement in substantially the  form of the Security  Agreement
and (iii) the entering into by such Foreign Subsidiary of a guaranty  in
substantially the  form of  the Subsidiary  Guaranty, in  any such  case
would cause the  undistributed earnings  of such  Foreign Subsidiary  as
determined for Federal  income tax purposes  to be treated  as a  deemed
dividend to such Foreign Subsidiary's  United States parent for  Federal
income tax  purposes, then  in the  case  of a  failure to  deliver  the
evidence described in  clause (i) above,  that portion  of such  Foreign
Subsidiary's outstanding capital stock or any promissory notes so issued
by such  Foreign  Subsidiary,  in  each  case  not  theretofore  pledged
pursuant to  the Pledge  Agreement shall  be pledged  to the  Collateral
Agent for the benefit  of the Secured Creditors  pursuant to the  Pledge
Agreement (or another pledge agreement in substantially similar form, if
needed), and in the case of a failure to deliver the evidence  described
in clause (ii) above, such Foreign Subsidiary shall execute and  deliver
the Security Agreement (or  another security agreement in  substantially
similar form,  if needed),  granting the  Secured Creditors  a  security
interest in all  of such Foreign  Subsidiary's assets  and securing  the
Obligations of the  Borrower under the  Credit Documents  and under  any
Interest Rate Protection  Agreement or Other  Hedging Agreement and,  in
the event  the Subsidiary  Guaranty shall  have  been executed  by  such
Foreign  Subsidiary,  the   obligations  of   such  Foreign   Subsidiary
thereunder, and  in  the case  of  a  failure to  deliver  the  evidence
described in clause (iii) above,  such Foreign Subsidiary shall  execute
and  deliver   the  Subsidiary   Guaranty   (or  another   guaranty   in
substantially similar form, if needed), guaranteeing the Obligations  of
the Borrower  under the  Credit Documents  and under  any Interest  Rate
Protection Agreement or  Other Hedging Agreement,  in each  case to  the
extent that  the entering  into such  Security Agreement  or  Subsidiary
Guaranty is permitted by the laws of the respective foreign jurisdiction
and with all documents delivered pursuant to this Section 7.16 to be  in
form and substance reasonably satisfactory to the Agent and the Required
Banks.

          7.17  Contributions; Payments.  (a)  Holdings will contribute
as an  equity contribution  to  the capital  of  the Borrower  upon  its
receipt thereof, any cash proceeds  (net of reasonable costs  associated
with such  sale or  issuance)  received by  Holdings  from any  sale  or
issuance  of  its  preferred  or  common  equity  or  any  cash  capital
contributions  received  by  Holdings,  provided  that  to  the   extent
permitted by Section  8.06(t), Holdings may  lend proceeds of  Permitted
Equity Proceeds to the Borrower.

          (b)  The  Borrower  will  use  the  proceeds  of  all   equity
contributions received by  it from Holdings  as provided  in clause  (a)
above toward  the repayment  of Term  Loans to  the extent  required  by
Section 4.02.
<PAGE>
          7.18   Accounts  Receivable  Facility  Transaction.   On  the
Accounts Receivable Facility Transaction Date, (i) there shall have been
delivered to the Agent and the Required Banks true and correct copies of
all Accounts  Receivable Facility  Documents, certified  as such  by  an
officer of the  Borrower, and  all of the  terms and  conditions of  the
Accounts Receivable Facility  Documents shall be  in form and  substance
reasonably satisfactory to the  Agent and the  Required Banks, (ii)  the
Accounts Receivable Facility Transaction, including all of the terms and
conditions thereof,  shall  have been  duly  approved by  the  board  of
directors  of  the  Borrower,  and  all  Accounts  Receivable   Facility
Documents shall  be  in  full  force  and  effect,  (iii)  each  of  the
conditions precedent  to the  consummation  of the  Accounts  Receivable
Facility Transaction shall  have been  satisfied and  not waived  except
with the consent of the Agent  and the Required Banks to the  reasonable
satisfaction of  the Agent  and the  Required Banks,  (iv) each  of  the
representations and warranties of the Designated Credit Parties and  the
Receivables  Entity  contained  in  the  Accounts  Receivable   Facility
Documents shall be true  and correct in all  material respects, (v)  the
Accounts Receivable Facility Transaction shall have been consummated  in
all material  respects in  accordance with  all applicable  law and  the
Accounts Receivable Facility Documents and (vi) the Borrower and/or  the
other  Designated  Credit  Parties  shall  have  received  the  Accounts
Receivable Facility Proceeds and  used the same  to make any  prepayment
and/or satisfy any  cash collateral requirement  required under  Section
4.02(A)(a) as a  result of  the reduction  to the  Total Revolving  Loan
Commitment on such date under Section 3.03(d).

          SECTION 8.  Negative Covenants .   Holdings and  the Borrower
hereby covenant and agree that as of the Restatement Effective Date  and
thereafter for so  long as  this Agreement is  in effect  and until  the
Commitments have terminated, no Letters of Credit (other than Letters of
Credit, together with all Fees that have accrued and will accrue thereon
through the stated  termination date of  such Letters  of Credit,  which
have been supported in a manner satisfactory to the respective Letter of
Credit Issuer  in  its  sole  and  absolute  discretion)  or  Notes  are
outstanding and the Loans and  Unpaid Drawings, together with  interest,
Fees and all other Obligations (other than any indemnities described  in
Section 12.13  hereof  which are  not  then due  and  payable)  incurred
hereunder, are paid in full:

          8.01  Changes in Business.  (a)  Holdings and its Subsidiaries
will not engage in  any business other than  the business engaged in  by
the Acquired  Business  and Holdings  and  its Subsidiaries  as  of  the
Original Effective  Date and  activities directly  related thereto,  and
similar or related businesses.
<PAGE>
          (b)  Notwithstanding the foregoing, Holdings will engage in no
business other  than (i)  its  ownership of  the  capital stock  of  the
Borrower, Borrower Subordinated Notes and those obligations of  officers
and employees of Holdings and its  Subsidiaries to the extent  permitted
by Section 8.06(e) and having those liabilities which it is  responsible
for under this Agreement and the other Documents to which it is a party,
(ii) the  issuance of  the Shareholder  Subordinated Notes,  the  Baxter
Preferred Stock,  the  Baxter  PIK Notes,  the  Permitted  Holdings  PIK
Securities, shares of Holdings Common Stock and options and warrants  to
purchase Holdings Common  Stock and shares  of Holdings  Class L  Common
Stock and  options and  warrants to  purchase  Holdings Class  L  Common
Stock, (iii) Permitted  Strategic Equity Issuances  and (iv)  activities
associated with  expenses  paid  with dividends  made  by  the  Borrower
pursuant to Section 8.07(iii).  Notwithstanding the foregoing,  Holdings
may  engage  in  those  activities  that  are  incidental  to  (a)   the
maintenance of  its corporate  existence in  compliance with  applicable
law, (b) legal, tax and accounting matters in connection with any of the
foregoing activities  and  (c) the  entering  into, and  performing  its
obligations under, this Agreement and the other Documents to which it is
a party.

          (c)  Notwithstanding the  foregoing,  the  Receivables  Entity
will  not  engage  in  any  business  other  than  purchasing   accounts
receivable and related assets from the Designated Credit Parties and the
related transactions pursuant  to the terms  of the Accounts  Receivable
Facility Documents.

          8.02  Consolidation, Merger, Sale or Purchase of Assets,  etc.
Holdings will not, and will not permit any of its Subsidiaries to,  wind
up, liquidate or dissolve its affairs  or enter into any transaction  of
merger or consolidation, or convey, sell, lease or otherwise dispose  of
all or any part of its property  or assets (other than inventory in  the
ordinary course of  business through  distribution arrangements,  vendor
financial  service   programs  or   otherwise),   or  enter   into   any
partnerships, joint ventures or sale-leaseback transactions, or purchase
or otherwise acquire (in  one or a series  of related transactions)  any
part  of  the  property  or  assets  (other  than  purchases  or   other
acquisitions of  inventory,  materials  and equipment  in  the  ordinary
course of business) of any Person (or  agree to do any of the  foregoing
at any future time), except that the following shall be permitted:<PAGE>
          (a)  the Acquisition;

          (b)  the Borrower and its Subsidiaries may lease as lessee  or
     lessor or license as licensee or licensor real or personal property
     (including, without limitation,  the real property  subject to  any
     Designated  Real  Property  Sale  after  the  consummation  thereof
     pursuant to clause (s)  below) in the  ordinary course of  business
     and otherwise in  compliance with this  Agreement, so  long as  any
     such lease or license by the Borrower or any of its Subsidiaries in
     its capacity as lessor  or licensor, as the  case may be, does  not
     prohibit the  granting of  a Lien  by the  Borrower or  any of  its
     Subsidiaries pursuant to the Mortgages in the real property covered
     by such lease or pursuant to the Security Agreement in the personal
     property covered by such lease or license, as the case may be;

          (c)  Capital Expenditures by the Borrower and its Subsidiaries
     to the extent not in violation of Section 8.09;

          (d)  the advances, investments and loans permitted pursuant to
     Section 8.06;
<PAGE>
          (e)  the Borrower and its  Subsidiaries may sell or  discount,
     in each case without recourse, accounts receivables arising in  the
     ordinary course  of  business,  but only  in  connection  with  the
     compromise or collection thereof;

          (f)  the Borrower and  its Subsidiaries may  sell or  exchange
     specific items of equipment,  so long as the  purpose of each  such
     sale or exchange is to acquire (and results within 90 days of  such
     sale or  exchange  in  the acquisition  of)  replacement  items  of
     equipment which  are  the  functional equivalent  of  the  item  of
     equipment so sold or exchanged;

          (g)  the Borrower and  its Subsidiaries may,  in the  ordinary
     course of  business,  license  as  licensee  or  licensor  patents,
     trademarks, copyrights and  know-how to or  from third Persons,  so
     long as any such license by the Borrower or any of its Subsidiaries
     in its capacity as licensor is permitted to be assigned pursuant to
     the Security Agreement (to the extent  that a security interest  in
     such  patents,  trademarks,  copyrights  and  know-how  is  granted
     thereunder) and does not otherwise prohibit the granting of a  Lien
     by the Borrower or any of its Subsidiaries pursuant to the Security
     Agreement in the intellectual property covered by such license;

          (h)  any Foreign Subsidiary may be merged with and into, or be
     dissolved or liquidated into, or transfer any of its assets to, any
     Wholly-Owned Foreign Subsidiary (other than the Receivables Entity)
     so  long  as  (i)  such  Wholly-Owned  Foreign  Subsidiary  is  the
     surviving  corporation   of  any   such  merger,   dissolution   or
     liquidation and  (ii)  in each  case  at  least 65%  of  the  total
     combined voting power of all classes of capital stock of all first-
     tier Foreign  Subsidiaries  are  pledged  pursuant  to  the  Pledge
     Agreement;

          (i)  the assets of any  Foreign Subsidiary may be  transferred
     to the Borrower  or any of  its Wholly-Owned Domestic  Subsidiaries
     (other than the Receivables Entity), and any Foreign Subsidiary may
     be merged with and  into, or be dissolved  or liquidated into,  the
     Borrower or any  of its Wholly-Owned  Domestic Subsidiaries  (other
     than the  Receivables  Entity) so  long  as the  Borrower  or  such
     Wholly-Owned Domestic Subsidiary  is the  surviving corporation  of
     any such merger, dissolution or liquidation;

          (j)  the  Borrower  or  any   of  its  Wholly-Owned   Domestic
     Subsidiaries (other than  the Receivables Entity)  may transfer  to     
     one  or  more  Wholly-Owned   Foreign  Subsidiaries  those   assets
     theretofore  transferred  to  the  Borrower  or  such  Wholly-Owned
     Domestic Subsidiary  by a  Foreign Subsidiary  (whether by  merger,
     liquidation, dissolution or  otherwise) pursuant to  clause (i)  of
     this Section 8.02;

          (k)  the  Borrower  and  its  Subsidiaries  (other  than   the
     Receivables Entity)  may sell  or otherwise  transfer inventory  to
     their respective Subsidiaries for resale by such Subsidiaries,  and
     Subsidiaries  of  the  Borrower  may  sell  or  otherwise  transfer
     inventory to the Borrower for resale by the Borrower so long as the
     security interest granted to the  Collateral Agent for the  benefit
     of the Secured Creditors pursuant to the Security Agreement in  the
     inventory so transferred shall remain in full force and effect  and
     perfected (to at  least the same  extent as  in effect  immediately
     prior to such transfer);
<PAGE>
          (l)  the Borrower  may  contribute cash  to  (x) one  or  more
     Wholly-Owned Domestic  Subsidiaries  (other  than  the  Receivables
     Entity) formed  in accordance  with Section  8.16, so  long as  the
     aggregate amount of such cash so  contributed to all such  Domestic
     Subsidiaries on  and after  the Original  Effective Date  does  not
     exceed $5,000,000 and (y)  the Receivables Entity,  so long as  the
     aggregate amount of  such cash  so contributed  to the  Receivables
     Entity on and  after the Original  Effective Date  does not  exceed
     $500,000;

          (m)  the Borrower and its  Domestic Subsidiaries may  transfer
     assets (other than inventory) to Wholly-Owned Foreign  Subsidiaries
     (other than the Receivables  Entity) so long  as (x) the  aggregate
     fair market  value  of all  such  assets (other  than  intellectual
     property) so transferred (determined in good faith by the Board  of
     Directors or senior management of the Borrower) to all such Foreign
     Subsidiaries on  and after  the Original  Effective Date  does  not
     exceed $20,000,000 and (y) the aggregate  fair market value of  all
     such intellectual property so transferred (determined in good faith
     by the Board of Directors or senior management of the Borrower)  to
     all such Foreign Subsidiaries on  and after the Original  Effective
     Date does not exceed $20,000,000;

          (n)  assets of the  Borrower  and its  Domestic  Subsidiaries
     (other than  Dade Diagnostics  P.R., Inc.  and any  other  Domestic
     Subsidiary owning  assets  or  having operations  in  Puerto  Rico)
     constituting non-U.S. operations may be transferred to Wholly-Owned
     Foreign Subsidiaries of the Borrower;

          (o)  (x) the Borrower and/or  its Subsidiaries may enter  into
     factoring arrangements with respect to accounts receivable  arising
     in Japan, Spain or Italy in connection with business activities  in
     any such country and (y) the Borrower and its Domestic Subsidiaries
     may sell or otherwise transfer accounts receivable between or among
     themselves in the ordinary course of business;

          (p)  each of  the  Borrower  and  its  Subsidiaries  may  sell
     assets, provided  that (x)  the aggregate  sale proceeds  from  all
     assets subject to such sales pursuant to this clause (p) shall  not
     exceed $5,000,000 in any  fiscal year of the  Borrower and (y)  the
     Net Proceeds therefrom are  either applied to  repay Term Loans  as
     provided  in  Section  4.02(A)(c)  or  reinvested  to  the   extent
     permitted by Section 4.02(A)(c);

          (q)  each of the Borrower and its Subsidiaries may sell  other
     assets, provided that the aggregate  sale proceeds from all  assets
     subject to such sales pursuant to this clause (q) shall not  exceed
     $500,000 in any fiscal year of the Borrower;          
     (r)  the  Borrower  and  its   Subsidiaries  may  effect   any
     Designated Asset Sale, provided that (x) any such Designated  Asset
     Sale is at fair  market value (as determined  in good faith by  the
     Board of Directors or  senior management of  the Borrower) and  (y)
     the Net Proceeds therefrom are either  applied to repay Term  Loans
     as provided  in  Section 4.02(A)(c)  or  reinvested to  the  extent
     permitted by Section 4.02(A)(c);
<PAGE>
          (s)  the Borrower  may  effect any  Designated  Real  Property
     Sale, provided that (x) any such  Designated Real Property Sale  is
     for at least 80% in cash and at fair market value (as determined in
     good faith by the  Board of Directors or  senior management of  the
     Borrower), (y) the Net Proceeds therefrom are applied to repay Term
     Loans to  the extent  required by  Section 4.02(A)(c),  and (z)  no
     payment Default or  Event of Default  then exists  or would  result
     therefrom;

          (t)  the Borrower and  its Subsidiaries may  put or  otherwise
     transfer accounts receivables  to Baxter and/or  its Affiliates  in
     accordance with the terms of the Baxter Acquisition Documents;

          (u)  so long as no Default or Event of Default then exists  or
     would result  therefrom, the  Borrower may  acquire assets  or  the
     capital stock of any Person (any such acquisition permitted by this
     clause (u),  a "Permitted  Acquisition"), provided,  that (i)  such
     Person (or the assets so acquired)  was, immediately prior to  such
     acquisition,  engaged  (or  used)   primarily  in  the   businesses
     permitted pursuant to Section 8.01(a), (ii) if such acquisition  is
     structured as a stock  acquisition, then either  (A) the Person  so
     acquired becomes a Wholly-Owned Subsidiary  of the Borrower or  (B)
     such Person is merged with and into the Borrower or a  Wholly-Owned
     Subsidiary of the Borrower (with the Borrower or such  Wholly-Owned
     Subsidiary being the surviving corporation of such merger), and  in
     any case, all of the provisions of Section 8.16 have been  complied
     with in respect  of such Person,  (iii) any  Liens or  Indebtedness
     assumed or issued in connection with such acquisition are otherwise
     permitted under Section 8.03 or 8.04, as the case may be, (iv)  the
     only  consideration  paid   in  connection   with  such   Permitted
     Acquisition  consists  of  cash,   Holdings  Common  Stock   and/or
     Permitted Holdings  PIK Securities,  (v)  the aggregate  amount  of
     cash, Holdings  Common Stock  (valued by  an independent  financial
     institution or appraisal firm reasonably satisfactory to the  Agent
     or, after the  initial public  offering of  Holdings Common  Stock,
     based on the then  current trading price  for such Holdings  Common
     Stock)  and  Permitted  Holdings  PIK  Securities  (valued  at  the
     aggregate liquidation preference thereof  in the case of  preferred
     stock and  the  aggregate  face  amount  thereof  in  the  case  of
     indebtedness) expended by the Borrower in connection with any  such
     acquisition (or series  of related acquisitions)  shall not  exceed
     $40,000,000 and (vi) the aggregate amount  of cash expended by  the
     Borrower in  connection with  any such  acquisition (or  series  of
     related acquisitions)  shall  not exceed  an  amount equal  to  the
     lesser of (I) $25,000,000 and (II) the sum of (x) $10,000,000  less
     the aggregate  amount of  such $10,000,000  previously utilized  to
     make Permitted  Acquisitions on  and after  the Original  Effective
     Date plus  (y) the  Excess  Proceeds Amount  at  the time  of  such
     acquisition;

          (v)  the Borrower  may transfer  assets (other  than  accounts
     receivable and inventory) to Dade Diagnostics P.R., Inc. so long as
     (x)  the  aggregate  fair  market  value  of  all  such  assets  so
     transferred (determined in good faith by the Board of Directors  or
     senior management of the Borrower)  to Dade Diagnostics P.R.,  Inc.
     on  and  after  the  Original   Effective  Date  does  not   exceed
     $10,000,000  and  (y)  the   security  interests  granted  to   the
     Collateral Agent for the benefit of the Secured Creditors  pursuant     
     to the Security Documents in the assets so transferred shall remain
     in full force and effect and perfected (to at least the same extent
     as in effect immediately prior to such transfer);
<PAGE>
          (w)  the Borrower may lease as lessor equipment, machinery  or
     its Real Property to one or more Wholly-Owned Domestic Subsidiaries
     of the Borrower so long as (x) such lease is for fair market  value
     (determined in  good faith  by the  Board  of Directors  or  senior
     management of the Borrower) and (y) the security interests  granted
     to the Collateral Agent  for the benefit  of the Secured  Creditors
     pursuant to the Security  Documents in the  assets so leased  shall
     remain in full force and effect and perfected (to at least the same
     extent as in effect immediately prior to such transfer);

          (x)  any Domestic  Subsidiary  of the  Borrower  may  transfer
     assets (other  than  accounts  receivable  and  inventory)  to  the
     Borrower or to  any other Wholly-Owned  Domestic Subsidiary of  the
     Borrower (other  than  the  Receivables  Entity)  so  long  as  the
     security interests granted to the Collateral Agent for the  benefit
     of the Secured Creditors pursuant to the Security Documents in  the
     assets so transferred  shall remain in  full force  and effect  and
     perfected (to at  least the same  extent as  in effect  immediately
     prior to such transfer);

          (y)  any Wholly-Owned  Domestic  Subsidiary  of  the  Borrower
     (other than the  Receivables Entity) may  merge with  and into  the
     Borrower so long as (i) the  Borrower is the surviving  corporation
     of such  merger and  (ii) the  security  interests granted  to  the
     Collateral Agent for the benefit of the Secured Creditors  pursuant
     to the  Security  Documents  in the  assets  of  such  Wholly-Owned
     Domestic Subsidiary so merged shall remain in full force and effect
     and perfected (to at least the same extent as in effect immediately
     prior to such merger);

          (z)  any Domestic Subsidiary of  the Borrower (other than  the
     Receivables Entity) may  merge with and  into, or  be dissolved  or
     liquidated into, any other Wholly-Owned Domestic Subsidiary of  the
     Borrower (other than the  Receivables Entity) so  long as (i)  such
     Wholly-Owned Domestic Subsidiary of  the Borrower is the  surviving
     corporation of such merger, dissolution or liquidation and (ii) the
     security interests granted to the Collateral Agent for the  benefit
     of the Secured Creditors pursuant to the Security Documents in  the
     assets of such Domestic Subsidiary shall  remain in full force  and
     effect and perfected  (to at  least the  same extent  as in  effect
     immediately prior to such merger, dissolution or liquidation);

          (aa)  on  and   after   the   Accounts   Receivable   Facility
     Transaction Date, the Designated Credit Parties may (x)  contribute
     cash to the Receivables  Entity the proceeds of  which are used  to
     acquire accounts receivable and related assets from the  Designated
     Credit Parties or to fund the  Seller Account and (y) transfer  and
     reacquire accounts receivable  and related assets  to and from  the
     Receivables Entity, in  each case  pursuant to,  and in  accordance
     with the terms of, the Accounts Receivable Facility Documents;

          (bb)  on  and   after   the   Accounts   Receivable   Facility
     Transaction Date, the Receivables Entity may transfer and reacquire
     accounts receivable and related assets (to the extent acquired from
     Designated  Credit  Parties  as  provided  in  clause (aa)  above)
     pursuant to,  and in  accordance with  the terms  of, the  Accounts
     Receivable Facility Documents;
<PAGE>
          (cc)  the Borrower  and  any  of its  Subsidiaries  may  sell,
     transfer  or  otherwise  dispose  of  assets  (including   patents,
     trademarks, copyrights  and know-how)  in  the ordinary  course  of
     business that, in the reasonable business judgment of the  Borrower     
     or such Subsidiary, are  determined to be uneconomical,  negligible
     or obsolete in the conduct of its business;

          (dd)  the Borrower and any of its Subsidiaries may (x)  effect
     Seeded Instrument  Sales in  connection with  its Vendor  Financing
     Program and (y) effect Seeded Instrument Transactions in connection
     with its  Alternate  Vendor  Financing  Program,  so  long  as  the
     aggregate outstanding amount  of Capitalized  Lease Obligations  of
     the Borrower  and its  Subsidiaries  under such  Seeded  Instrument
     Transactions shall not exceed $20,000,000 at any time; and

          (ee)  upon the termination  of the  Distribution Agreement  or
     any other  distribution  agreement in  effect  as of  the  Original
     Effective Date between the Borrower and/or any of its  Subsidiaries
     and Baxter and/or any of its Affiliates or VWR, the Borrower and/or
     any such Subsidiary may repurchase inventory transferred to Baxter,
     any such Affiliate or  VWR but not yet  distributed at the time  of
     such termination.

To the extent the  Required Banks waive the  provisions of this  Section
8.02 with respect to the sale or other disposition of any Collateral, or
any Collateral  is sold  as permitted  by this  Section 8.02  (and  such
Collateral is permitted  to be released  from the Liens  created by  the
respective Security Document),  such Collateral  in each  case shall  be
sold or otherwise disposed of free and clear of the Liens created by the
Security Documents and  the Agent  shall take  such actions  (including,
without limitation, directing the Collateral Agent to take such actions)
as are appropriate in connection therewith.

          8.03  Liens.  Holdings will  not, and will  not permit any  of
its Subsidiaries to, create, incur, assume  or suffer to exist any  Lien
upon or with  respect to any  property or assets  of any  kind (real  or
personal,  tangible  or   intangible)  of   Holdings  or   any  of   its
Subsidiaries, whether now owned or hereafter acquired, or sell any  such
property or assets subject to an understanding or agreement,  contingent
or otherwise, to repurchase such property or assets (including sales  of
accounts receivable or  notes with recourse  to Holdings or  any of  its
Subsidiaries) or  assign any  right to  receive income,  except for  the
following (collectively, the "Permitted Liens"):

          (a)  inchoate Liens  for  taxes, assessments  or  governmental
     charges or levies not  yet due or Liens  for taxes, assessments  or
     governmental charges or  levies being  contested in  good faith  by
     appropriate proceedings and for  which adequate reserves have  been
     established in accordance with GAAP;
<PAGE>
          (b)  Liens in respect of property or assets of the Borrower or
     any of its Subsidiaries imposed by  law which were incurred in  the
     ordinary course of  business and which  have not  arisen to  secure
     Indebtedness for borrowed money, such as carriers',  warehousemen's
     and mechanics' Liens, statutory landlord's Liens, and other similar
     Liens arising in the ordinary course of business, and which  either
     (x) do not in  the aggregate materially detract  from the value  of
     such property or assets or materially impair the use thereof in the
     operation  of  the  business  of  the   Borrower  or  any  of   its
     Subsidiaries  or  (y)  are  being   contested  in  good  faith   by
     appropriate proceedings,  which  proceedings  have  the  effect  of
     preventing the forfeiture or sale of the property or asset  subject
     to such Lien;

          (c)  Liens created by  or pursuant to  this Agreement and  the
     Security Documents;

          (d)  Liens in existence on the Original  Effective Date which
     are listed, and  the property subject  thereto described, in  Annex
     VIII, without giving effect to any extensions or renewals thereof;

          (e)  Liens arising from judgments,  decrees or attachments  in
     circumstances not constituting  an Event of  Default under  Section
     9.09;

          (f)  Liens incurred  or  deposits  made (x)  in  the  ordinary
     course  of  business  in  connection  with  workers'  compensation,
     unemployment insurance and  other types of  social security, or  to
     secure the performance  of tenders,  statutory obligations,  surety
     and appeal  bonds,  bids,  government  contracts,  performance  and
     return-of-money bonds and other similar obligations incurred in the
     ordinary course of business (exclusive of obligations in respect of
     the payment for borrowed money); and (y) to secure the  performance
     of leases of Real Property, to  the extent incurred or made in  the
     ordinary course of business consistent with past practices;

          (g)  licenses, leases or  subleases granted  to third  Persons
     not interfering in any  material respect with  the business of  the
     Borrower or any of its Subsidiaries;

          (h)  easements, rights-of-way, restrictions, minor defects  or
     irregularities in title and  other similar charges or  encumbrances
     not interfering in any material  respect with the ordinary  conduct
     of the business of the Borrower or any of its Subsidiaries;

          (i)  Liens arising from precautionary UCC financing statements
     regarding operating leases permitted by this Agreement;

          (j)  any interest or title of a licensor, lessor or sublessor
     under any lease permitted by this Agreement;

          (k)  Liens  created  pursuant  to  Capital  Leases   permitted
     pursuant to Section 8.04(f);

          (l)  Permitted Encumbrances;
<PAGE>
          (m)  Liens arising  pursuant to  purchase money  mortgages  or
     security interests securing Indebtedness representing the  purchase
     price (or financing of the purchase price within 90 days after  the
     respective  purchase)  of  assets   acquired  after  the   Original
     Effective Date, provided that (i) any such Liens attach only to the
     assets so purchased, (ii) the Indebtedness secured by any such Lien
     does not exceed 100%, nor  is less than 70%,  of the lesser of  the
     fair market  value or  the purchase  price  of the  property  being
     purchased at the time  of the incurrence  of such Indebtedness  and
     (iii) the Indebtedness secured thereby is permitted to be  incurred
     pursuant to Section 8.04(f);

          (n)  any lease by the Borrower or any of its Subsidiaries  (as
     lessee) of  the  property  sold pursuant  to  any  Designated  Real
     Property Sale;

          (o)  Liens on  property or  assets  acquired  pursuant  to  a
     Permitted Acquisition, or on property or assets of a Subsidiary  of
     the Borrower in existence at the  time such Subsidiary is  acquired
     pursuant  to  a  Permitted  Acquisition,  provided  that  (i)   any
     Indebtedness that is secured  by such Liens  is permitted to  exist
     under Section  8.04(l), and  (ii) such  Liens are  not incurred  in
     contemplation of such  Permitted Acquisition and  do not attach  to
     any other asset of the Borrower or any of its Subsidiaries;

          (p)  Liens (i)  granted by  the Designated  Credit Parties  in
     favor of  the  Receivables  Entity consisting  of  UCC-1  financing
     statements filed  to effect  the sale  of accounts  receivable  and
     related  assets  pursuant  to  the  Accounts  Receivable   Facility
     Documents, (ii) granted by the Receivables Entity on those accounts     
     receivable and  related  assets  acquired by  it  pursuant  to  the
     Accounts Receivable  Facility Documents  to  the extent  that  such
     Liens are created by the Accounts Receivable Facility Documents and
     (iii) consisting of the  right of setoff  granted to any  financial
     institution acting  as  a  lockbox  bank  in  connection  with  the
     Accounts Receivable Facility;

          (q)  Liens securing Indebtedness permitted pursuant to  clause
     (x) of Section 8.04(j), so long  as any such Lien attaches only  to
     the assets  of  the  respective Foreign  Subsidiary  which  is  the
     obligor under such Indebtedness;

          (r)   Liens on  any interest  of the  Borrower or  any of  its
     Subsidiaries in  the  equipment  subject to  the  Vendor  Financing
     Program securing  the recourse  obligations  owing to  a  financial
     institution party to  the Vendor Financing  Program, to the  extent
     such obligations are permitted under Section 8.04(s); and

          (s)  additional  Liens  incurred  by  the  Borrower  and   its
     Subsidiaries so long as the value  of the property subject to  such
     Liens, and the Indebtedness and other obligations secured  thereby,
     do not exceed $5,000,000.

          8.04  Indebtedness.  Holdings  will not, and  will not  permit
any of its Subsidiaries to, contract, create, incur, assume or suffer to
exist any Indebtedness, except:

          (a)  Indebtedness incurred pursuant to this Agreement and  the
     other Credit Documents;
<PAGE>
          (b)  Existing  Indebtedness   outstanding  on   the   Original
     Effective Date and listed  on Annex VII,  without giving effect  to
     any subsequent extension, renewal or refinancing thereof except  as
     permitted pursuant to Section 8.06(l);

          (c)  Indebtedness of Holdings incurred under Baxter PIK  Notes
     (1) issued (x)  as payment  for indemnity  obligations of  Holdings
     under the Tax Indemnity Letter and (y) after December 20, 1999  (so
     long as no Default or Event of Default exists at such time or would
     result therefrom)  in exchange  for  outstanding shares  of  Baxter
     Preferred Stock in accordance with the terms thereof, provided,  in
     the case of this clause (y) that the aggregate principal amount  of
     such Baxter PIK  Notes shall not  exceed the aggregate  liquidation
     preference of  the  Baxter Preferred  Stock  so exchanged  and  (2)
     representing interest  payments  on  Baxter  PIK  Notes  previously
     issued under clause (1)  above (whether or  not represented by  the
     issuance of additional Baxter PIK  Notes), as issued in  accordance
     with the terms thereof;

          (d)  Indebtedness of the  Borrower incurred  under the  Senior
     Subordinated Notes in an aggregate  principal amount not to  exceed
     $350,000,000 (as reduced by any repayments of principal thereof);

          (e)  Indebtedness under  Interest Rate  Protection  Agreements
     entered into  to  protect  the  Borrower  against  fluctuations  in
     interest rates in respect of the Obligations;

          (f)  Capitalized Lease  Obligations  and Indebtedness  of  the
     Borrower and its Subsidiaries  incurred pursuant to purchase  money
     Liens, provided, that  (x) all such  Capitalized Lease  Obligations
     are permitted  under  Section 8.09  and  (y)  the sum  of  (i)  the
     aggregate  Capitalized  Lease   Obligations  (other   than  up   to
     $20,000,000   of   outstanding   Capitalized   Lease    Obligations
     outstanding at any  time in  connection with  the Alternate  Vendor
     Financing Program) plus (ii) the aggregate principal amount of such
     purchase money  Indebtedness outstanding  at  any time  during  any     
     fiscal year of the Borrower shall  not exceed the amount set  forth
     opposite such fiscal year as set forth below:

               Fiscal Year Ending       Amount

               December 31, 1997        $15,500,000
               December 31, 1998        $16,000,000
               December 31, 1999        $16,500,000
               December 31, 2000        $17,000,000
               December 31, 2001        $17,500,000
               December 31, 2002        $18,000,000
               December 31, 2003        $18,500,000
               December 31, 2004        $19,000,000

          (g)  Indebtedness  constituting  Intercompany  Loans  to  the
     extent permitted by Section 8.06(g);

          (h)  Indebtedness   of   Holdings   under   the    Shareholder
     Subordinated Notes;

          (i)  Indebtedness under  Other  Hedging  Agreements  providing
     protection against fluctuations  in currency  values in  connection
     with the Borrower's or any of its Subsidiaries' operations so  long
     as management of the Borrower or  such Subsidiary, as the case  may
     be, has determined  that the entering  into of  such Other  Hedging
     Agreements are bona fide hedging activities;
<PAGE>
          (j)  Indebtedness (x) of Foreign  Subsidiaries under lines  of
     credit extended by third Persons to any such Foreign Subsidiary the
     proceeds  of  which   Indebtedness  are  used   for  such   Foreign
     Subsidiary's working capital purposes, provided that the  aggregate
     principal amount of all such  Indebtedness outstanding at any  time
     for all  Foreign Subsidiaries  shall  not exceed  $35,000,000  (the
     "Foreign  Subsidiary   Working  Capital   Indebtedness")  and   (y)
     consisting of  guaranties  by  the Borrower  of  any  such  Foreign
     Subsidiary  Working   Capital  Indebtedness   (including,   without
     limitation, letters  of  credit  issued  for  the  account  of  the
     Borrower and its Subsidiaries and in favor of lenders in respect of
     any such Foreign Subsidiary Working Capital Indebtedness);

          (k)  Indebtedness of Foreign Subsidiaries to the Borrower  and
     its Domestic Subsidiaries (other than the Receivables Entity) as  a
     result of any investment made pursuant to Section 8.06(o);

          (l)  Indebtedness of  a  Subsidiary  acquired  pursuant  to  a
     Permitted Acquisition (or  Indebtedness assumed  at the  time of  a
     Permitted Acquisition  of  an asset  securing  such  Indebtedness),
     provided that (i) such Indebtedness was not incurred in  connection
     with or in  anticipation of such  Permitted Acquisition, (ii)  such
     Indebtedness does  not constitute  debt for  borrowed money  (other
     than debt for borrowed money incurred in connection with industrial
     revenue  or  industrial  development  bond  financings),  it  being
     understood  and  agreed  that  Capitalized  Lease  Obligations  and
     purchase money Indebtedness shall not constitute debt for  borrowed
     money for purposes  of this clause  (l), and (iii)  at the time  of
     such Permitted Acquisition such Indebtedness does not exceed 10% of
     the total value of the assets of the Subsidiary so acquired, or  of
     the asset so acquired, as the case may be;

          (m)  Indebtedness consisting of guaranties (x) by the Borrower
     of Indebtedness, leases and other contractual obligations permitted
     to be incurred  by Domestic Wholly-Owned  Subsidiaries (other  than
     the Receivables Entity), (y)  by Domestic Subsidiaries (other  than
     the Receivables  Entity) of  Indebtedness  (other than  the  Senior
     Subordinated  Notes),  leases  and  other  contractual  obligations
     permitted to be incurred by the Borrower or other Domestic  Wholly-     
     Owned Subsidiaries and (z) by Foreign Subsidiaries of Indebtedness,
     leases and other contractual  obligations permitted to be  incurred
     by other Foreign Wholly-Owned Subsidiaries;

          (n)  Indebtedness consisting of a guaranty by the Borrower  of
     the severance  obligations  of  Dade  Diagnostika  GmbH,  a  German
     Subsidiary of  the Borrower,  as required  by the  German  Workers'
     Council;

          (o)  Indebtedness  of  the   Borrower  constituting   Borrower
     Subordinated Loans to the extent  permitted by Section 8.06(t)  and
     to the extent permitted by Section 4.12 of the Senior  Subordinated
     Note Indenture  (without  giving  effect to  clause  (xvi)  of  the
     definition of Permitted Indebtedness contained therein);

          (p)  Indebtedness of the Receivables Entity under the Accounts
     Receivable Facility Documents;

          (q)  Indebtedness consisting of a guaranty by the Borrower  of
     the obligations of  the other Designated  Credit Parties under  the
     Accounts Receivable Facility Documents;
<PAGE>
          (r)  Indebtedness of the Borrower  or any of its  Subsidiaries
     arising in the ordinary course of business of the Borrower or  such
     Subsidiary and owing to  a financial institution providing  netting
     services to the  Borrower and its  Subsidiaries, provided that  (i)
     such Indebtedness was incurred in respect of the provision of  such
     netting  services   with  respect   to  intercompany   Indebtedness
     permitted to  be made  pursuant to  this  Agreement and  (ii)  such
     Indebtedness does not remain outstanding for more than 3 days  from
     the date of its incurrence;

          (s)  Indebtedness consisting of  the recourse to the  Borrower
     and its Subsidiaries by financial institutions party to the  Vendor
     Financing Program  for lease  obligations owing  to such  financial
     institutions by third party customers  of the Borrower and/or  such
     Subsidiaries,  provided   that  the   aggregate  amount   of   such
     Indebtedness outstanding at any time shall not exceed $10,000,000;

          (t)  Indebtedness of the Borrower  or any of its  Subsidiaries
     consisting of the financing of  insurance premiums in the  ordinary
     course of business;

          (u)  Indebtedness of the Borrower  or any of its  Subsidiaries
     consisting  of   take-or-pay   obligations  contained   in   supply
     agreements entered into in the ordinary course of business;

          (v)  Indebtedness  of   Holdings  incurred   under   Permitted
     Holdings PIK Securities,  provided that  the aggregate  outstanding
     principal amount of Permitted Holdings PIK Securities  constituting
     Indebtedness shall  not  exceed  $10,000,000  plus  the  amount  of
     interest on such Permitted Holdings PIK Securities paid in kind  or
     through accretion; and

          (w)  additional Indebtedness of the Borrower and its  Domestic
     Subsidiaries  not  otherwise  permitted  hereunder  not   exceeding
     $15,000,000 in aggregate principal amount at any time outstanding.


          8.05  Designated Senior Debt.  Holdings will not, and will not
permit any of its Subsidiaries to (i) designate any Indebtedness  (other
than the Obligations) as "Designated Senior  Debt" for purposes of,  and
as defined in, the Senior Subordinated Note Indenture or (ii)  designate
any  documents  with  respect  to  any  Indebtedness  (other  than  this
Agreement) as  the "Bank  Credit Agreement"  as  defined in  the  Senior
Subordinated Note Indenture for  purposes of the  receipt of notices  by
the  Agent,  and   delivery  of   blockage  notices   pursuant  to   the
subordination provisions of the Senior Subordinated Note Documents.

          8.06  Advances, Investments and Loans.  Holdings will not, and
will not permit any of its Subsidiaries to, lend money or credit or make
advances to any Person, or purchase or acquire any stock, obligations or
securities  of,  or  any  other  interest   in,  or  make  any   capital
contribution to, any Person,  or purchase or own  a futures contract  or
otherwise become liable for  the purchase or sale  of currency or  other
commodities at a  future date in  the nature of  a futures contract,  or
hold any cash, Cash Equivalents or Foreign Cash Equivalents, except:

          (a)  the Borrower and its Subsidiaries may invest in cash  and
     Cash Equivalents;

          (b)  the Borrower and  its Subsidiaries may  acquire and  hold
     receivables owing to  it, if created  or acquired  in the  ordinary
     course of business and payable or dischargeable in accordance  with
     customary trade terms of the Borrower or such Subsidiary;

          (c)  the Borrower  and its  Subsidiaries may  acquire and  own
     investments (including  debt  obligations) received  in  connection
     with the bankruptcy  or reorganization of  suppliers and  customers
     and in  good faith  settlement of  delinquent obligations  of,  and
     other  disputes  with,  customers  and  suppliers  arising  in  the
     ordinary course of business;

          (d)  Interest  Rate  Protection  Agreements  entered  into  in
     compliance with Section 8.04(e) shall be permitted;

          (e)  Holdings may acquire and hold obligations of one or  more
     officers or  other employees  of Holdings  or its  Subsidiaries  in
     connection with such officers' or employees' acquisition of  shares
     of Holdings Common Stock or Holdings  Class L Common Stock so  long
     as no  cash is  paid by  Holdings  or any  of its  Subsidiaries  in
     connection with the acquisition of any such obligations;

          (f)  deposits  made  in  the   ordinary  course  of   business
     consistent with past practices to secure the performance of  leases
     shall be permitted;
<PAGE>
          (g)  the Borrower may make intercompany loans and advances  to
     any of its Subsidiaries (other than the Receivables Entity) and any
     Subsidiary of the Borrower (other than the Receivables Entity)  may
     make intercompany loans and advances to  the Borrower or any  other
     Subsidiary of  the Borrower  (collectively, "Intercompany  Loans"),
     provided, that  (w)  at no  time  shall the  aggregate  outstanding
     principal amount of  all Intercompany Loans  made pursuant to  this
     clause (g) by the Borrower and its Domestic Subsidiaries to Foreign
     Subsidiaries,  when   added  to   the  amount   of   contributions,
     capitalizations  and  forgiveness  theretofore  made  pursuant   to
     Section 8.06(m)(1), exceed  $50,000,000 (determined without  regard
     to any  write-downs  or write-offs  of  such loans  and  advances),
     provided that, in addition to such $50,000,000, Intercompany  Loans
     may also be made by the  Borrower and its Domestic Subsidiaries  to
     Foreign Subsidiaries in an amount up to the Excess Proceeds  Amount
     at the time of any such loan, (x) each Intercompany Loan made by  a
     Foreign Subsidiary to the Borrower  or a Domestic Subsidiary  shall
     contain the subordination  provisions set forth  on Exhibit G, (y)
     each Intercompany Loan shall be  evidenced by an Intercompany  Note
     and (z) each  such Intercompany Note  (other than (1)  Intercompany
     Notes issued by  Foreign Subsidiaries to  the Borrower or  Domestic
     Subsidiaries  and   (2)   Intercompany  Notes   held   by   Foreign
     Subsidiaries) shall be pledged to the Collateral Agent pursuant  to
     the Pledge Agreement;

          (h)  loans and advances by  the Borrower and its  Subsidiaries
     to employees of Holdings and its Subsidiaries for moving and travel
     expenses and other similar expenses, in  each case incurred in  the
     ordinary course of business, in an aggregate outstanding  principal
     amount not to  exceed $6,000,000  at any  time (determined  without
     regard to any write-down or write-offs of such loans and  advances)
     shall be permitted;

          (i)  Holdings may make equity contributions to the capital  of
     the Borrower;

          (j)  Foreign  Subsidiaries   may   invest  in   Foreign   Cash
     Equivalents;

          (k)  Other  Hedging  Agreements   may  be   entered  into   in
     compliance with Section 8.04(i);

          (l)  advances, loans  and  investments  in  existence  on  the
     Original Effective Date and listed on Annex XI shall be  permitted,
     without giving  effect to  any  additions thereto  or  replacements
     thereof (except those additions or replacements which are  existing
     obligations as of the Original Effective Date), provided that those
     loans outstanding to  Subsidiaries on the  Original Effective  Date
     may be repaid and  reborrowed (including after  any such loans  may
     have been capitalized  or forgiven as  permitted by  clause (m)  of
     this Section 8.06) so long  as the aggregate outstanding  principal
     amount of all such loans does  not exceed that aggregate  principal
     amount outstanding on the Original Effective Date;
<PAGE>  
          (m)  the Borrower and  its Domestic  Subsidiaries (other  than
     the Receivables Entity) may (1) make cash capital contributions  to
     Foreign  Subsidiaries,   and   may  capitalize   or   forgive   any
     Indebtedness owed to them by  a Foreign Subsidiary and  outstanding
     under clause (g) of this Section 8.06, provided that the  aggregate
     amount of such  contributions, capitalizations  and forgiveness  on
     and after the Original Effective Date, when added to the  aggregate
     outstanding principal amount of Intercompany Loans made to  Foreign
     Subsidiaries under such  clause (g) (determined  without regard  to
     any write-downs or write-offs thereof)  shall not exceed an  amount
     equal  to  $50,000,000,   provided  that,  in   addition  to   such
     $50,000,000, such  contributions, capitalizations  and  forgiveness
     may be made  at any time  in an amount  up to  the Excess  Proceeds
     Amount at such time, and (2) capitalize or forgive any Indebtedness
     owed to them by a Foreign  Subsidiary and outstanding under  clause
     (l) of this Section 8.06;

          (n)  Permitted Acquisitions shall be permitted;

          (o)  the Borrower and its Subsidiaries may make investments in
     their respective Subsidiaries in  connection with the transfers  of
     those assets  permitted  to  be transferred  pursuant  to  Sections
     8.02(h), (i) and (j), it being understood that the Borrower and its
     Subsidiaries may convert any investment initially made as an equity
     investment to  intercompany Indebtedness  held by  the Borrower  or
     such Subsidiary;

          (p)  the Borrower and its  Domestic Subsidiaries may make  and
     hold investments in  their respective Foreign  Subsidiaries to  the
     extent that such investments  arise from the  sale of inventory  in
     the ordinary course of  business by the  Borrower or such  Domestic
     Subsidiary to such Foreign Subsidiaries for resale by such  Foreign
     Subsidiaries (including  any such  investments resulting  from  the
     extension of the payment terms with respect to such sales);

          (q)  the Borrower  and its  Subsidiaries may  hold  additional
     investments in  their respective  Subsidiaries to  the extent  that
     such  investments  reflect  an  increase  in  the  value  of   such
     Subsidiaries;

          (r)  the Borrower and its  Subsidiaries may capitalize one  or
     more foreign sales corporations created in accordance with  Section
     8.16 with cash contributions in an  aggregate amount not to  exceed
     $200,000 for all such foreign sales corporations made on and  after
     the Original Effective Date;

          (s)  the Borrower and its  Subsidiaries may make transfers  of
     assets to their respective Subsidiaries in accordance with  Section
     8.02(k), (l), (m), (n), (v) and (x);

          (t)  Holdings may make intercompany loans to the Borrower on a
     subordinated basis (collectively, "Borrower Subordinated Loans") so
     long as (x) all such Borrower Subordinated Loans are evidenced by a
     Borrower Subordinated Note and (y) the proceeds used by Holdings to
     make such  Borrower  Subordinated  Loans come  from  the  Permitted
     Equity Proceeds;

          (u)  the Borrower and  its Subsidiaries may  acquire and  hold
     debt and/or equity  securities as partial  consideration for (x)  a
     sale of assets  pursuant to Section  8.02(r) or (s)  to the  extent
     permitted by any such Section and (y) the B&J Asset Sale;
<PAGE>
          (v)  the Borrower and the other Designated Credit Parties  may
     make an initial cash capital contribution to the Receivables Entity
     on the Accounts Receivable Facility Transaction Date as provided in
     the  Accounts  Receivable  Facility  Documents,  so  long  as   the
     Receivables Entity uses all of the proceeds of such contribution on
     such date to purchase accounts receivable from the Borrower and the
     other Designated Credit Parties and/or to fund the Seller  Account,
     and the Borrower  and/or such other  Designated Credit Parties  may
     hold the capital stock of the Receivables Entity issued to them  so
     long as such capital stock has  been duly pledged and delivered  to
     the Collateral Agent pursuant to the Pledge Agreement;

          (w)  on or after the Accounts Receivable Facility  Transaction
     Date, the Borrower and the other Designated Credit Parties may hold
     one  or  more  Receivables  Purchase  Money  Notes  issued  by  the
     Receivables Entity and  may maintain  the Seller  Account with  the
     Receivables Entity  and  may  make  extensions  of  credit  to  the
     Receivables Entity  pursuant  to such  Receivables  Purchase  Money
     Notes  and  Seller  Account  for   the  purpose  of  enabling   the
     Receivables Entity to purchase accounts receivables pursuant to the
     Accounts Receivable Facility Documents so long as such  Receivables
     Purchase Money Notes have  been duly pledged  and delivered to  the
     Collateral Agent pursuant to the Pledge Agreement;

          (x) on or after  the Accounts Receivable Facility  Transaction
     Date, the Receivables Entity  may invest those accounts  receivable
     purchased from the  Designated Credit Parties  in the master  trust
     for the Accounts Receivable Facility pursuant to, and in accordance
     with the terms of, the Accounts Receivable Facility Documents; and

          (y)  in addition  to  investments  permitted  by  clauses  (a)
     through (x) above, so long as  no Default or Event of Default  then
     exists or would result therefrom, the Borrower and its Subsidiaries
     (other than  the Receivables  Entity)  may make  additional  loans,
     advances and investments to or in a Person so long as the amount of
     any such loan,  advance or investment  (at the time  of the  making
     thereof) made after the Original Effective Date does not exceed  an
     amount equal to (x)  $7,500,000 less the  aggregate amount of  such
     $7,500,000 previously used to make loans, advances and  investments
     pursuant to  this clause  (y) or  Section 8.06(y)  of the  Original
     Credit Agreement  to the  extent same  are then  still  outstanding
     (determined without regard to any write-downs or write-offs thereof
     and net of cash  repayments of principal in  the case of loans  and
     cash equity returns (whether  as a dividend  or redemption) in  the
     case of equity investments) plus (y) the Excess Proceeds Amount  at
     the time of such loan, advance or investment; provided, that (1) no
     single loan, advance  or investment  (or series  of related  loans,
     advances or investments) in excess of $20,000,000 may be made,  (2)
     any loan, advance or investment made with Excess Proceeds shall  be
     in or  to  a  Person  of  which  the  Borrower  owns  (directly  or
     indirectly) at  least  a  majority  economic  and  voting  interest
     (including the  interest  purchased or  to  be purchased  with  the
     respective investment) and (3) neither the Borrower nor any of  its
     Subsidiaries may make or own any investment in Margin Stock.
<PAGE>
          8.07  Dividends, etc.  Holdings will not, and will not permit
any of its  Subsidiaries to, declare  or pay any  dividends (other  than
dividends payable  solely  in  common stock  of  Holdings  or  any  such
Subsidiary,  as  the  case  may  be)  or  return  any  capital  to,  its
stockholders or authorize  or make  any other  distribution, payment  or
delivery of property  or cash to  its stockholders as  such, or  redeem,
retire, purchase or  otherwise acquire,  directly or  indirectly, for  a
consideration, any shares  of any  class of  its capital  stock, now  or
hereafter  outstanding  (or  any  warrants  for  or  options  or   stock
appreciation rights in respect of any of such shares), or set aside  any
funds for any of  the foregoing purposes, and  Holdings will not  permit
any  of  its   Subsidiaries  to  purchase   or  otherwise  acquire   for
consideration any shares of any class  of the capital stock of  Holdings
or  any  other  Subsidiary,  as  the  case  may  be,  now  or  hereafter
outstanding (or any  options or  warrants or  stock appreciation  rights
issued by such  Person with respect  to its capital  stock) (all of  the
foregoing "Dividends"), except that:

          (i)  any Subsidiary of the Borrower  may pay Dividends to  the
     Borrower or any Wholly-Owned Subsidiary of the Borrower;

         (ii)  (a)  Holdings may redeem or  purchase shares of  Holdings
     Common Stock  or  Holdings  Class L  Common  Stock  or  options  to
     purchase Holdings Common  Stock or Holdings  Class L Common  Stock,
     respectively,  held by former employees  of Holdings or any of  its
     Subsidiaries  following  the   termination  of  their   employment,
     provided that  (w)  the  only consideration  paid  by  Holdings  in
     respect of  such redemptions  and/or purchases  shall be  cash  and
     Shareholder Subordinated Notes,  (x) the sum  of (A) the  aggregate
     amount paid by Holdings in cash in respect of all such  redemptions
     and/or purchases plus (B) the aggregate amount of all principal and
     interest payments made on Shareholder Subordinated Notes, shall not
     exceed $1,000,000 in  any fiscal  year of  Holdings, provided  that
     such amount shall be increased by  an amount equal to the  proceeds
     received by  Holdings after  December 20,  1994  from the  sale  or
     issuance of Holdings Common Stock or Holdings Class L Common Stock,
     as the  case  may be,  to  management of  Holdings  or any  of  its
     Subsidiaries and (y) at the time  of any cash payment permitted  to
     be made  pursuant  to this  Section  8.07(ii), including  any  cash
     payment under a Shareholder Subordinated Note, no Default or  Event
     of Default shall then exist or result therefrom; and (b) so long as
     no Default  or  Event  of  Default  then  exists  or  would  result
     therefrom, the Borrower may pay cash Dividends to Holdings so  long
     as Holdings promptly uses such proceeds for the purposes  described
     in clause (ii)(a) of this Section 8.07;

        (iii)  the Borrower may pay cash  Dividends to Holdings so  long
     as the proceeds thereof  are promptly used by  Holdings to (x)  pay
     operating expenses in the  ordinary course of business  (including,
     without limitation,  professional  fees  and  expenses)  and  other
     similar corporate overhead  costs and expenses,  provided that  the
     aggregate amount of cash Dividends paid pursuant to this clause (x)
     shall not during any fiscal year of the Borrower exceed  $1,500,000
     or (y) pay salaries or other compensation of employees who  perform
     services for Holdings and the Borrower, provided that the aggregate
     amount of cash Dividends paid pursuant to this clause (y) shall not
     during any fiscal year of the Borrower exceed $2,000,000;
 <PAGE>
         (iv)  the Borrower may  pay cash Dividends  to Holdings in  the
     amounts and at the times of  any payment by Holdings in respect  of
     taxes, provided that (x) the amount of cash Dividends paid pursuant
     to this clause (v) to enable  Holdings to pay federal income  taxes
     at any time shall not exceed the  lesser of (A) the amount of  such
     federal income  taxes  owing  by Holdings  at  such  time  for  the
     respective period and (B) the amount  of such federal income  taxes
     that would  be owing  by the  Borrower and  its Subsidiaries  on  a
     consolidated basis for such period if determined without regard  to
     Holdings' ownership  of  the Borrower  and  (y) any  refunds  shall
     promptly be returned by Holdings to the Borrower;

          (v)  after December 20, 1999, on the Business Day  immediately
     preceding the date on which a scheduled interest payment is due  on
     any outstanding Baxter PIK Notes (or,  in the event that a  Default
     or Event of  Default shall then  exist, on the  first Business  Day
     when no  Default or  Event of  Default  shall be  continuing),  the
     Borrower may pay a  cash Dividend to Holdings  in an amount not  to
     exceed the aggregate amount of the interest payment due as provided
     in the  Baxter  PIK Notes,  so  long as  (w)  on the  Business  Day
     immediately after  the  receipt  of such  cash  Dividends  Holdings
     utilizes the full  amount thereof  to make  such required  interest
     payment on the Baxter PIK Notes to the extent then due and  payable
     in accordance  with the  terms  of the  Baxter  PIK Notes,  (x)  no
     Default or Event of Default then exists or would result  therefrom,
     (y) such cash Dividends are otherwise not prohibited to be made  at
     such time pursuant  to Senior Subordinated  Notes, and  (z) at  the
     time of any such proposed  cash Dividends, the Borrower's  Interest
     Coverage Ratio shall  have been no  less than,  and the  Borrower's
     Leverage Ratio  shall have  been no  greater than,  the  applicable
     target ratios  set  forth on  Annex  X  hereto for  the  then  most
     recently ended Test Period, in each case determined on a pro  forma
     basis as if such cash  dividends constituted cash interest  expense
     of the Borrower and had been paid during such period;

         (vi)  Holdings may  pay regularly  scheduled Dividends  on  the
     Baxter Preferred Stock pursuant to the terms thereof solely through
     the issuance  of  additional  shares  of  Baxter  Preferred  Stock,
     provided that  in  lieu  of issuing  additional  shares  of  Baxter
     Preferred Stock as Dividends, Holdings may increase the liquidation
     preference of the shares of the  Baxter Preferred Stock in  respect
     of which such Dividends have accrued, provided further, that  after
     December 20, 1999,  on the Business  Day immediately preceding  the
     date on which  a scheduled dividend  payment is due  on the  Baxter
     Preferred Stock  (or, in  the  event that  a  Default or  Event  of
     Default shall then exist, on the first Business Day when no Default
     or Event of Default  shall be continuing), the  Borrower may pay  a
     cash Dividend to Holdings in an amount not to exceed the  aggregate
     amount of  the  dividend payment  due  as provided  in  the  Baxter
     Preferred Stock, so  long as (w)  on the  Business Day  immediately
     after the receipt of such cash Dividends Holdings utilizes the full
     amount thereof to make such required dividend payment on the Baxter
     Preferred Stock to the  extent then due  and payable in  accordance
     with the terms  of the Baxter  Preferred Stock, (x)  no Default  or
     Event of Default then  exists or would  result therefrom, (y)  such
     cash Dividends are otherwise not prohibited to be made at such time
     pursuant to the Senior Subordinated Notes,  and (z) at the time  of
     any such proposed cash Dividends, the Borrower's Interest  Coverage
     Ratio shall have  been no less  than, and  the Borrower's  Leverage
<PAGE>     
     Ratio shall have been no greater than, the applicable target ratios
     set forth on Annex X hereto  for the then most recently ended  Test
     Period, in each  case determined on  a pro forma  basis as if  such
     cash dividends constituted  cash interest of  the Borrower and  had
     been paid during such period;

        (vii)  after December 20, 1999, so long  as no Default or  Event
     of Default  then exists  or would  result therefrom,  Holdings  may
     issue Baxter PIK Notes in exchange for its then outstanding  Baxter
     Preferred Stock, provided  that the aggregate  principal amount  of
     Baxter  PIK  Notes  so  issued  shall  not  exceed  the   aggregate
     liquidation preference of such Baxter Preferred Stock at such time;

       (viii)  so long as no Default or Event of Default then exists  or
     would result therefrom, (x) Holdings may use cash to repurchase  or
     redeem shares of Baxter Preferred Stock, together with all  accrued
     dividends thereon, so long  as (I) the  shares of Baxter  Preferred
     Stock so repurchased  or redeemed  are retired  and not  thereafter
     resold or reissued and (II) the aggregate amount expended  pursuant
     to any such repurchase or redemption of shares of Baxter  Preferred
     Stock by Holdings shall  not exceed an amount  equal to 80% of  the
     total accreted value of the  Baxter Preferred Stock so  repurchased
     or redeemed at the  time of such repurchase  or redemption and  (y)
     the Borrower may pay cash Dividends to Holdings to enable  Holdings
     to repurchase or redeem Baxter Preferred Stock as permitted in  the
     immediately preceding clause (x), so  long as the proceeds  thereof
     are  promptly  used  by  Holdings  to  effect  such  repurchase  or
     redemption; and

         (ix)  Holdings may  pay regularly scheduled  Dividends on  the
     Permitted  Holdings  PIK  Securities  (to  the  extent  issued   as
     preferred stock) pursuant to the  terms thereof solely through  the
     issuance of  additional  shares  of  such  Permitted  Holdings  PIK
     Securities, provided that in lieu  of issuing additional shares  of
     such Permitted Holdings PIK  Securities as Dividends, Holdings  may
     increase the  liquidation preference  of  the shares  of  Permitted
     Holdings PIK Securities  in respect  of which  such Dividends  have
     accrued.

          8.08  Transactions with Affiliates.  Holdings  will not,  and
will not permit any of its  Subsidiaries to, enter into any  transaction
or series of transactions with any Affiliate other than in the  ordinary
course  of  business  and  on  terms  and  conditions  substantially  as
favorable to  Holdings or  such Subsidiary  as  would be  obtainable  by
Holdings or such  Subsidiary at the  time in  a comparable  arm's-length
transaction with a Person  other than an  Affiliate; provided, that  the
following shall in any event be permitted: (i) the Original  Transaction
and the  Transaction;  (ii)  the  payment,  on  a  quarterly  basis,  of
management fees  to Bain  Capital and  GS Capital  and their  respective
Related Parties  in an  aggregate amount  (for  all such  Persons  taken
together) not to exceed $750,000 in any fiscal quarter of the  Borrower,
provided that if during any fiscal quarter of the Borrower a Default  or
Event of  Default exists,  only one-half  of such  fee for  such  fiscal
quarter may be  paid; (iii)  the reimbursement  of Bain  Capital and  GS
Capital and their respective Related  Parties for their reasonable  out-
of-pocket expenses  incurred  by  them  in  connection  with  performing
management services  to  the Borrower  and  its Subsidiaries  under  the
Consulting Agreement; (iv)  Holdings and the  Borrower and its  Domestic
<PAGE>
Subsidiaries may  make  any payments  required  under the  Holdings  Tax
Allocation Agreement;  and  (v)  the transactions  contemplated  by  the
Accounts Receivable Facility Documents.  Notwithstanding anything to the
contrary contained in this Section 8.08, at no time will Holdings or any
of its Subsidiaries make any payments to Bain Capital, GS Capital or any
of their respective Related Parties in an amount which would exceed that
amount permitted to  be paid pursuant  to the  Senior Subordinated  Note
Indenture at such time.

          8.09  Capital Expenditures.  (a)  (i) Holdings will  not, and
will  not  permit  any  of  its   Subsidiaries  to,  make  any   Capital
Expenditures, except  that, subject  to clause  (ii) below,  during  any
fiscal  year  the  Borrower  and  its  Subsidiaries  may  make   Capital
Expenditures  so  long   as  the  aggregate   amount  of  such   Capital
Expenditures does not exceed in any such fiscal year set forth below the
amount set forth opposite such fiscal year below:

          Fiscal Year Ending                        Amount

          December 31, 1996                       $74,000,000
          December 31, 1997                       $62,000,000
          December 31, 1998                       $56,000,000
          December 31, 1999                       $60,000,000
          December 31, 2000                       $61,000,000
          December 31, 2001                       $63,000,000
          December 31, 2002                       $66,000,000
          December 31, 2003                       $69,000,000
          December 31, 2004                       $71,000,000

; provided, that (x) in the  event that the aggregate amount of  Capital
Expenditures  made  in  fiscal   year  1996  constituting  Stand   Alone
Expenditures and  TOA  Expenditures exceeds  $24,000,000,  then  Capital
Expenditures in such  fiscal year may  exceed $74,000,000  by an  amount
equal to such excess (but in  any event not to exceed $87,000,000);  and
(y) in the event  that Capital Expenditures in  fiscal year 1996  exceed
$74,000,000 as a result of preceding  clause (x), the amount of  Capital
Expenditures otherwise permitted  to be  made pursuant  to this  Section
8.09(a)(i) in fiscal year 1997 shall be reduced by the excess amount  so
expended in 1996.

          (ii)  Subject to Section  8.09(g), if for  any fiscal year  of
the Borrower  commencing with  the fiscal  year ending  on December  31,
1998, (x)  the  Consolidated  EBITDA of  Holdings  for  the  immediately
preceding fiscal year is less than the projected Consolidated EBITDA  of
Holdings set forth  on Annex IX  for such  immediately preceding  fiscal
year (the amount by which such  actual Consolidated EBITDA is less  than
such projected Consolidated EBITDA,  the "Deficiency"), then the  amount
of Capital  Expenditures  permitted  to be  made  in  such  fiscal  year
pursuant to this Section  8.09(a) shall be (A)  the amount set forth  in
clause (a)(i) above  opposite such fiscal  year (as same  may have  been
modified by the proviso to such clause (a)(i)) minus (B) the  Deficiency
multiplied by 0.25 and (y) the  Consolidated EBITDA of Holdings for  the
immediately  preceding   fiscal  year   is  more   than  the   projected
Consolidated  EBITDA  of  Holdings  set  forth  on  Annex  IX  for  such
immediately preceding  fiscal  year (the  amount  by which  such  actual
Consolidated EBITDA  exceeds  such projected  Consolidated  EBITDA,  the
"Surplus"), then the amount of Capital Expenditures permitted to be made
in such fiscal year  pursuant to this Section  8.09(a) shall be (A)  the
amount set forth in  clause (a)(i) above opposite  such fiscal year  (as
same may have been modified by  the proviso to such clause (a)(i))  plus
(B) the Surplus multiplied by 0.25.
<PAGE>
          (b)  Notwithstanding the foregoing, (i) in the event that  the
amount of Capital Expenditures made in fiscal year 1996 and constituting
Stand Alone Expenditures and TOA Expenditures is less than  $24,000,000,
100% of such unutilized  amount may be carried  forward and utilized  to
make Capital Expenditures in  fiscal year 1997; (ii)  in the event  that
the amount of  Capital Expenditures  made in  fiscal year  1996 and  not
constituting Stand Alone Expenditures or  TOA Expenditures is less  than
$50,000,000, such unutilized amount may be carried forward and  utilized
to make Capital  Expenditures in succeeding  years; (iii)  in the  event
that the amount of  Capital Expenditures made in  fiscal years 1996  and
1997 and constituting Stand Alone  Expenditures and TOA Expenditures  is
less than $37,000,000,  100% of such  unutilized amount  may be  carried
forward and utilized to make Capital  Expenditures in fiscal year  1998;
(iv) in the event that the amount of Capital Expenditures made in fiscal
year  1997  and  not  constituting  Stand  Alone  Expenditures  or   TOA
Expenditures is less  than $50,000,000,  such unutilized  amount may  be
carried forward and utilized to make Capital Expenditures in  succeeding
years; and (v)  in the  event that  the amount  of Capital  Expenditures
permitted to be made  by the Borrower and  its Subsidiaries pursuant  to
clause (a) above  in any fiscal  year commencing with  fiscal year  1998
(before giving  effect to  any increase  in such  permitted  expenditure
amount pursuant to this clause (b))  is greater than the amount of  such
Capital Expenditures made  by the Borrower  and its Subsidiaries  during
such fiscal year,  such excess may  be carried forward  and utilized  to
make Capital Expenditures  in succeeding  fiscal years.   The  aggregate
amount of  unutilized  Capital  Expenditures carried  forward  from  one
fiscal year to one  or more later fiscal  years is called the  "Rollover
Amount."   Notwithstanding the  foregoing, (x)  in  no event  shall  the
aggregate Rollover Amount permitted to be carried forward from a  fiscal
year exceed the amount of Capital  Expenditures permitted to be made  in
such fiscal year  under clause  (a) above  minus the  amount of  Capital
Expenditures made during such fiscal year under such clause (a), and (y)
in no event shall the aggregate  amount of Capital Expenditures made  by
the Borrower and  its Subsidiaries  during any  fiscal year  (commencing
with fiscal year 1997) pursuant to Section 8.09(a) exceed the sum of (I)
125% of the amount set forth opposite  such fiscal year as set forth  in
the table in such Section 8.09(a) (as modified by the proviso to  clause
(i) of such Section  8.09(a) and clause (ii)  of such Section plus  (II)
for fiscal years 1997 and 1998 only, the amount of the unutilized  Stand
Alone Expenditures and TOA Expenditures  carried forward to such  fiscal
year from  the prior  fiscal  year as  provided  above in  this  Section
8.09(b).

          (c)  Notwithstanding  the  foregoing,  the  Borrower  and  its
Subsidiaries may make Capital  Expenditures (which Capital  Expenditures
will not be  included in any  determination under  the foregoing  clause
(a)) with the insurance proceeds received by the Borrower or any of  its
Subsidiaries  from  any   Recovery  Event  so   long  as  such   Capital
Expenditures are  to replace  or restore  any  properties or  assets  in
respect of which such proceeds were  paid within 360 days following  the
date of  the receipt  of  such insurance  proceeds  to the  extent  such
insurance proceeds are not  required to be applied  to repay Term  Loans
pursuant to Section 4.02(A)(g).

          (d)  Notwithstanding the  foregoing,  but subject  to  Section
8.09(g), the Borrower and its Subsidiaries may make Capital Expenditures
(which Capital Expenditures  will not be  included in any  determination
under the foregoing  clause (a))  with the  net cash  proceeds of  Asset
Sales (including Designated Asset  Sales), to the  extent such net  cash
proceeds are not required to be applied to repay Term Loans pursuant  to
Section 4.02(A)(c) and are not added to the Excess Proceeds Amount.
<PAGE>
          (e)  Notwithstanding the  foregoing,  but subject  to  Section
8.09(g), the Borrower and its Subsidiaries may make Capital Expenditures
at any time in an aggregate  amount equal to the Excess Proceeds  Amount
at such time  (which Capital Expenditures  will not be  included in  any
determination under the foregoing clause (a)).

          (f)  Notwithstanding  the  foregoing,  the  Borrower  and  its
Subsidiaries may  incur  Capitalized  Lease  Obligations  under  and  in
connection with the Alternate Vendor  Financing Program in an  aggregate
outstanding  amount  not  to  exceed  $20,000,000  at  any  time  (which
Capitalized Lease Obligations will not be included in any  determination
under the foregoing clause (a)).

          (g)  Notwithstanding the  foregoing,  in no  event  shall  the
aggregate amount of additional Capital Expenditures permitted to be made
in any fiscal year as a result of the operation of Section  8.09(a)(ii),
(d) and (e) exceed $15,000,000.

          8.10  Minimum Consolidated  EBITDA.   The  Borrower will  not
permit Consolidated EBITDA  for any  Test Period  ending on  a date  set
forth below to be less than the amount set forth opposite such date:

                             Minimum Consolidated
            Date                   EBITDA

      March 31, 1997           $111,300,000
      June 30, 1997            $152,300,000
      September 30, 1997       $154,100,000
      December 31, 1997        $164,100,000
      March 31, 1998           $165,000,000
      June 30, 1998            $166,200,000
      September 30, 1998       $167,300,000
      December 31, 1998        $168,600,000
      March 31, 1999           $171,500,000
      June 30, 1999            $175,200,000
      September 30, 1999       $178,800,000
      December 31, 1999        $183,200,000
      March 31, 2000           $186,400,000
      June 30, 2000            $190,400,000
      September 30, 2000       $194,400,000
      December 31, 2000        $199,100,000
      March 31, 2001           $203,600,000
      June 30, 2001            $209,300,000
      September 30, 2001       $214,900,000
      December 31, 2001        $221,700,000
      March 31, 2002           $223,900,000
      June 30, 2002            $226,700,000
      September 30, 2002       $229,600,000
      December 31, 2002        $233,000,000
      March 31, 2003           $235,400,000
      June 30, 2003            $238,300,000
      September 30, 2003       $241,300,000
      December 31, 2003        $244,900,000
      March 31, 2004           $247,400,000
      June 30, 2004            $250,500,000
      September 30, 2004       $253,700,000
<PAGE>
          8.11  Interest Coverage Ratio.  The Borrower  will not permit
the Interest Coverage  Ratio for any  Test Period ending  on a date  set
forth below to be less than the ratio set forth opposite such date:

                Date                    Ratio

          March 31, 1997             1.50:1.0
          June 30, 1997              1.55:1.0
          September 30, 1997         1.55:1.0
          December 31, 1997          1.65:1.0
          March 31, 1998             1.70:1.0
          June 30, 1998              1.70:1.0
          September 30, 1998         1.75:1.0
          December 31, 1998          1.75:1.0
          March 31, 1999             1.80:1.0
          June 30, 1999              1.85:1.0
          September 30, 1999         1.90:1.0
          December 31, 1999          1.95:1.0
          March 31, 2000             2.00:1.0
          June 30, 2000              2.05:1.0
          September 30, 2000         2.10:1.0
          December 31, 2000          2.20:1.0
          March 31, 2001             2.25:1.0
          June 30, 2001              2.35:1.0
          September 30, 2001         2.45:1.0
          December 31, 2001          2.55:1.0
          March 31, 2002             2.65:1.0
          June 30, 2002              2.70:1.0
          September 30, 2002         2.80:1.0
          December 31, 2002          2.90:1.0
          March 31, 2003             3.00:1.0
          June 30, 2003              3.15:1.0
          September 30, 2003         3.25:1.0
          December 31, 2003          3.40:1.0
          March 31, 2004             3.55:1.0
          June 30,2004               3.75:1.0
          September 30, 2004         3.75:1.0

          8.12  Current Ratio.  The Borrower will not permit the Current
Ratio at any time to be less than 1.25: 1.0.
<PAGE>
          8.13  Leverage Ratio.   The  Borrower  will  not  permit  the
Leverage Ratio at any time during a fiscal quarter set forth below to be
more than the ratio set forth opposite such fiscal quarter:

          Fiscal Quarter Ending         Ratio

          March 31, 1997              8.40:1.0
          June 30, 1997               6.00:1.0
          September 30, 1997          5.95:1.0
          December 31, 1997           5.55:1.0
          March 31, 1998              5.50:1.0
          June 30, 1998               5.40:1.0
          September 30, 1998          5.30:1.0
          December 31, 1998           5.20:1.0
          March 31, 1999              5.10:1.0
          June 30, 1999               4.95:1.0
          September 30, 1999          4.80:1.0
          December 31, 1999           4.65:1.0
          March 31, 2000              4.50:1.0
          June 30, 2000               4.35:1.0
          September 30, 2000          4.20:1.0
          December 31, 2000           4.05:1.0
          March 31, 2001              3.85:1.0
          June 30, 2001               3.70:1.0
          September 30, 2001          3.50:1.0
          December 31, 2001           3.30:1.0
          March 31, 2002              3.20:1.0
          June 30, 2002               3.05:1.0
          September 30, 2002          2.95:1.0
          December 31, 2002           2.80:1.0
          March 31, 2003              2.65:1.0
          June 30, 2003               2.55:1.0
          September 30, 2003          2.40:1.0
          December 31, 2003           2.25:1.0
          March 31, 2004              2.15:1.0
          June 30, 2004               2.00:1.0
          September 30, 2004          2.00:1.0

          8.14  Limitation on  Voluntary Payments  and Modifications  of
Indebtedness; Modifications of Certificate of Incorporation, By-Laws and
Certain Other Agreements; Issuance of Capital Stock; etc.  Holdings will
not, and will not permit any of its Subsidiaries to:

         (i)  make (or give any notice in respect of) any  voluntary or
     optional payment or prepayment on or redemption or acquisition  for
     value of any Senior Subordinated  Note, any Permitted Holdings  PIK
     Security or any Baxter PIK Note or make any interest payment on any
     Baxter PIK Note except to the extent permitted by Section  8.07(v);
     provided, that the Series B Senior Subordinated Notes may be issued
     in  exchange  for  the  Series  A  Senior  Subordinated  Notes   in
     accordance  with  the  terms   of  the  Senior  Subordinated   Note
     Indenture;

        (ii)  make (or give any notice in respect  of) any principal or
     interest payment on, or any redemption or acquisition for value of,
     any Shareholder Subordinated Note,  except to the extent  permitted
     by Section 8.07(ii);

       (iii)  amend or modify, or  permit the amendment or  modification
     of, any provision  of any  Senior Subordinated  Note Document,  any
     Baxter PIK Note  Document, any  Borrower Subordinated  Note or  any
     Shareholder Subordinated Note;
<PAGE>
        (iv)  amend or modify, or  permit the amendment or  modification
     of, or terminate  or permit  the termination  of, the  Distribution
     Agreement, except  that  (x)  the  Distribution  Agreement  may  be
     terminated as to one or more  businesses or product lines  pursuant
     to the terms of the Distribution  Agreement in connection with  the
     sale of such business or product line in accordance with the  terms
     of this Agreement and (y) Holdings and/or the Borrower may make any
     such amendment or  modification or effect  any such termination  so
     long as in  the good faith  judgment of the  Board of Directors  or
     senior management of the Borrower, after giving effect to any  such
     amendment,  modification  or  termination,  the  Borrower  and  its
     Subsidiaries will have  a distribution  network which,  taken as  a
     whole (taking  into account  all other  contemporaneous actions  in
     respect of  other arrangements  with Baxter),  is substantially  as
     advantageous to  the  Borrower, and  in  no event  materially  more
     expensive taken  as a  whole, as  the distribution  network of  the
     Borrower and its  Subsidiaries in effect  immediately prior to  any
     such amendment, modification or termination, provided that Holdings
     or the Borrower shall promptly notify, in writing, the Agent of any
     such amendment,  modification  or  termination  and  shall  deliver
     together with any such  notice a copy  of such executed  amendment,
     modification or termination;

         (v)  amend,  modify  or  change  in  any  way  adverse  to  the
     interests  of  the  Banks,  any  Management  Agreement  (including,
     without limitation,  the Consulting  Agreement), the  terms of  any
     Baxter Preferred Stock, the Services Agreement, any Tax  Allocation
     Agreement,  the   Tax   Indemnity  Letter,   its   Certificate   of
     Incorporation (including,  without  limitation, by  the  filing  or
     modification of any certificate of designation) or By-Laws, or  any
     agreement entered into  by it, with  respect to  its capital  stock
     (including  any   Shareholders'   Agreement   (including,   without
     limitation, the Stockholders' Agreement, the Subscription Agreement
     and the  Registration Rights  Agreement)), or  enter into  any  new
     agreement with respect to its capital stock which would be  adverse
     to the interests of the Banks;

        (vi)  amend or modify, or  permit the amendment or  modification
     of, any provision  of any Permitted  Holdings PIK  Security in  any
     manner inconsistent with the  definition of Permitted Holdings  PIK
     Security;

       (vii)  issue any class  of capital stock  other than  (x) in  the
     case of the  Borrower and its  Subsidiaries, non-redeemable  common
     stock and (y) in the case  of Holdings, (1) the issuance of  Baxter
     Preferred Stock as permitted pursuant to Section 8.07(vi), (2)  the
     issuance  of  Holdings  Common  Stock  or  Permitted  Holdings  PIK
     Securities as consideration for a Permitted Acquisition pursuant to
     Section 8.02(u)  and  (3) issuances  of  Holdings Common  Stock  or
     Holdings Class L Common  Stock where, after  giving effect to  such
     issuance, no Event of Default will exist under Section 9.10 and  to
     the extent  the proceeds  thereof are  applied in  accordance  with
     Sections 4.02(A)(d) and 7.17;

      (viii)  make (or give any notice in  respect of) any principal  or
     interest payment on, or any redemption or acquisition for value of,
     any Borrower Subordinated Note; or

        (ix)  at  any  time  after  the  Accounts  Receivable   Facility
     Transaction Date,  amend  or modify,  or  permit the  amendment  or
     modification of, any provision of any Accounts Receivable  Facility
     Document, except as permitted by the definition thereof.
<PAGE>
          8.15  Limitation  on  Certain  Restrictions  on  Subsidiaries.
Holdings will  not, and  will not  permit any  of its  Subsidiaries  to,
directly or indirectly, create or otherwise cause or suffer to exist  or
become effective any encumbrance  or restriction on  the ability of  any
such Subsidiary to (a) pay dividends or make any other distributions  on
its capital stock or any other interest or participation in its  profits
owned by Holdings or any Subsidiary of Holdings, or pay any Indebtedness
owed to Holdings or a Subsidiary of Holdings, (b) make loans or advances
to Holdings or any of Holdings' Subsidiaries or (c) transfer any of  its
properties or  assets  to Holdings  or  any of  Holdings'  Subsidiaries,
except for such encumbrances or restrictions existing under or by reason
of (i)  applicable  law,  (ii)  this  Agreement  and  the  other  Credit
Documents,  (iii)   customary  provisions   restricting  subletting   or
assignment of any lease governing a  leasehold interest of the  Borrower
or a Subsidiary of the  Borrower, (iv) customary provisions  restricting
assignment of any licensing agreement entered into by the Borrower or  a
Subsidiary of the Borrower in the  ordinary course of business, (v)  the
Senior  Subordinated   Note   Documents,   (vi)   customary   provisions
restricting the  transfer of  assets subject  to Liens  permitted  under
Sections  8.03(k),  (m)  and  (o),  (vii)  any  document  or  instrument
evidencing Foreign Subsidiary  Working Capital Indebtedness  so long  as
such encumbrance or restriction only  applies to the Foreign  Subsidiary
incurring such Indebtedness and (viii) the Accounts Receivable  Facility
Documents.

          8.16  Limitation   on    the   Creation   of    Subsidiaries .
Notwithstanding anything to  the contrary contained  in this  Agreement,
Holdings will  not, and  will not  permit any  of its  Subsidiaries  to,
establish, create or  acquire after the  Restatement Effective Date  any
Subsidiary;  provided  that,  (a)  the  Borrower  and  its  Wholly-Owned
Subsidiaries (other than the Receivables  Entity) shall be permitted  to
establish or create  (x) Subsidiaries as  a result  of investments  made
pursuant to Section 8.06(r) and (y) Wholly-Owned Subsidiaries so long as
(i) at  least 30  days' prior  written notice  thereof (or  such  lesser
notice as is acceptable to  the Agent) is given  to the Agent, (ii)  the
capital stock of such new Subsidiary is pledged pursuant to, and to  the
extent required  by, this  Agreement and  the Pledge  Agreement and  the
certificates, if  any,  representing  such stock,  together  with  stock
powers duly executed in  blank, are delivered  to the Collateral  Agent,
(iii) such new Subsidiary (other than a Foreign Subsidiary except to the
extent  otherwise  required  pursuant   to  Section  7.16)  executes   a
counterpart of the  Subsidiary Guaranty,  the Pledge  Agreement and  the
Security Agreement, and (iv) to the extent requested by the Agent or the
Required Banks, takes all actions required pursuant to Section 7.11  and
(b) the Receivables Entity may become a Subsidiary of the Borrower.   In
addition, each new Wholly-Owned  Subsidiary (other than the  Receivables
Entity)  shall  execute  and  deliver,  or  cause  to  be  executed  and
delivered, all other  relevant documentation  of the  type described  in
Section 5 as such new Subsidiary would  have had to deliver if such  new
Subsidiary were a Credit Party on the Restatement Effective Date.

          SECTION 9.  Events of Default.  Upon the occurrence of any of
the following specified events (each, an "Event of Default"):

          9.01  Payments.  The Borrower shall (i) default in the payment
when due of any principal of the Loans or (ii) default, and such default
shall continue for three or  more days, in the  payment when due of  any
Unpaid Drawing,  any interest  on the  Loans or  any Fees  or any  other
amounts owing hereunder or under any other Credit Document; or
<PAGE>
          9.02  Representations, etc.  Any  representation, warranty or
statement made  by Holdings,  the Borrower  or  any other  Credit  Party
herein  or  in  any  other  Credit  Document  or  in  any  statement  or
certificate delivered  pursuant  hereto or  thereto  shall prove  to  be
untrue in any material respect  on the date as  of which made or  deemed
made; or

          9.03  Covenants.  Any  Credit Party shall  (a) default in  the
due performance or observance by it  of any term, covenant or  agreement
contained in Sections 7.11, 7.14, 7.17, 7.18 or 8, or (b) default in the
due performance or observance by it  of any term, covenant or  agreement
(other than those  referred to in  Section 9.01, 9.02  or clause (a)  of
this Section 9.03) contained  in this Agreement  and such default  shall
continue unremedied for a period of at least 30 days after notice to the
defaulting party by the Agent or the Required Banks; or

          9.04  Default Under Other Agreements.  (a)  Holdings or any of
its Subsidiaries shall (i)  default in any payment  with respect to  any
Indebtedness (other than the Obligations) beyond the period of grace, if
any, provided in  the instrument or  agreement under which  Indebtedness
was created or  (ii) default  in the  observance or  performance of  any
agreement or condition relating to any such Indebtedness or contained in
any instrument or agreement evidencing, securing or relating thereto, or
any other event  shall occur  or condition  exist, the  effect of  which
default or other event or condition is to cause, or to permit the holder
or holders of such Indebtedness (or a trustee or agent on behalf of such
holder or holders) to cause any such Indebtedness to become due prior to
its  stated  maturity;   or  (b)  any   Indebtedness  (other  than   the
Obligations) of Holdings or any of its Subsidiaries shall be declared to
be due and payable, or shall be required  to be prepaid other than by  a
regularly scheduled  required prepayment  or as  a mandatory  prepayment
(unless such required prepayment or mandatory prepayment results from  a
default thereunder or an event of the type that constitutes an Event  of
Default), prior to the stated maturity thereof; provided, that it  shall
not constitute an Event of Default pursuant to clause (a) or (b) of this
Section 9.04  unless the  principal  amount of  any  one issue  of  such
Indebtedness, or the aggregate amount of all such Indebtedness  referred
to in clauses (a) and (b) above, exceeds $10,000,000 at any one time; or

          9.05  Bankruptcy, etc.  Holdings  or any of  its Subsidiaries
shall commence a voluntary case concerning itself under Title 11 of  the
United States Code entitled "Bankruptcy," as now or hereafter in effect,
or any successor thereto (the "Bankruptcy Code"); or an involuntary case
is commenced  against  Holdings  or any  of  its  Subsidiaries  and  the
petition is not controverted within 10 days, or is not dismissed  within
60 days, after commencement of the  case; or a custodian (as defined  in
the Bankruptcy  Code) is  appointed  for, or  takes  charge of,  all  or
substantially  all  of  the   property  of  Holdings   or  any  of   its
Subsidiaries; or Holdings or any of its Subsidiaries commences any other
proceeding under any  reorganization, arrangement,  adjustment of  debt,
relief of debtors, dissolution, insolvency or liquidation or similar law
of any  jurisdiction whether  now or  hereafter  in effect  relating  to
Holdings or  any of  its Subsidiaries;  or  there is  commenced  against
Holdings or any of  its Subsidiaries any  such proceeding which  remains
undismissed for  a  period  of  60  days; or  Holdings  or  any  of  its
Subsidiaries is  adjudicated  insolvent or  bankrupt;  or any  order  of
relief or other order approving any such case or proceeding is  entered;
or Holdings or any  of its Subsidiaries suffers  any appointment of  any
custodian or the like for it or any substantial part of its property  to
<PAGE>
continue undischarged or unstayed for a  period of 60 days; or  Holdings
or any of its Subsidiaries makes a general assignment for the benefit of
creditors; or any corporate  action is taken by  Holdings or any of  its
Subsidiaries for the purpose of effecting any of the foregoing; or

          9.06  ERISA.  (a) Any Plan shall  fail to satisfy the  minimum
funding standard required for any plan year or part thereof or a  waiver
of such standard or  extension of any amortization  period is sought  or
granted under Section 412  of the Code,  any Plan shall  have had or  is
likely to have a trustee appointed to administer such Plan, any Plan is,
shall have  been  or  is likely  to  be  terminated or  the  subject  of
termination proceedings under  ERISA, any  Plan shall  have an  Unfunded
Current Liability, a  contribution required to  be made to  a Plan or  a
Foreign  Pension  Plan  has  not  been  timely  made,  Holdings  or  any
Subsidiary of Holdings or any ERISA Affiliate has incurred or is  likely
to incur a  liability to  or on  account of  a Plan  under Section  409,
502(i), 502(l), 515, 4062, 4063, 4064, 4069, 4201, 4204 or 4212 of ERISA
or Section 401(a)(29), 4971,  4975 or 4980 of  the Code, or Holdings  or
any  Subsidiary  of  Holdings  has  incurred  or  is  likely  to   incur
liabilities pursuant to one or more  employee welfare benefit plans  (as
defined in  Section 3(1)  of ERISA)  which provide  benefits to  retired
employees or other former employees (other  than as required by  Section
601 of ERISA) or employee pension  benefit plans (as defined in  Section
3(2) of ERISA) or Foreign Pension Plans; (b) there shall result from any
such event  or  events the  imposition  of a  lien,  the granting  of  a
security interest, or  a liability  or a  material risk  of incurring  a
liability; and  (c) which  lien, security  interest or  liability  which
arises from such event or events, in the opinion of the Required  Banks,
will have a Material Adverse Effect; or

          9.07  Security Documents.   (a)  Except in  each case  to the
extent resulting  from the  failure of  the Collateral  Agent to  retain
possession of the applicable  Pledged Securities, any Security  Document
shall cease to be in full force and  effect, or shall cease to give  the
Collateral Agent the Liens, rights,  powers and privileges purported  to
be created thereby in favor of  the Collateral Agent, or (b) any Credit
Party shall default in  the due performance or  observance of any  term,
covenant or agreement on its part  to be performed or observed  pursuant
to any such Security Document and such default shall continue beyond any
cure or grace  period specifically  applicable thereto  pursuant to  the
terms of such Security Document; or

          9.08  Guaranties.   The Guaranties  or any  provision  thereof
shall cease to  be in full  force and effect,  or any  Guarantor or  any
Person acting by or on behalf of such Guarantor shall deny or  disaffirm
such Guarantor's obligations under any  Guaranty or any Guarantor  shall
default in  the due  performance or  observance  of any  material  term,
covenant or agreement on its part  to be performed or observed  pursuant
to any Guaranty; or

          9.09  Judgments.  One  or more judgments  or decrees shall  be
entered  against  Holdings  or  any  of  its  Subsidiaries  involving  a
liability (not paid  or not  fully covered  by insurance)  in excess  of
$10,000,000 for all such judgments and decrees and all such judgments or
decrees shall  not have  been vacated,  discharged or  stayed or  bonded
pending appeal within 60 days from the entry thereof; or

          9.10  Ownership.    A  Change  of  Control  Event  shall  have
occurred; or
<PAGE>
          9.11  Distribution Agreement.  The  Distribution Agreement or
any material  provision thereof  shall cease  to be  in full  force  and
effect as a result of a default thereunder by Holdings, the Borrower  or
any of their respective  Subsidiaries in the  payment or performance  of
any of  their obligations  thereunder; provided  that  (i) no  Event  of
Default shall exist hereunder as a result of the Distribution  Agreement
or a material portion thereof no longer being in full force or effect as
a result of  such a default,  which default is  being contested in  good
faith by the Borrower so long as during the period while such contest is
pending  the  Borrower  either  has  the  benefit  of  the  Distribution
Agreement  or  has  arranged  for  an  alternate  distribution   network
providing substantially  equivalent benefits  to  the Borrower  and  its
Subsidiaries and (ii) this Section 9.11  shall cease to have any  effect
after the first  consecutive four fiscal  quarter period  (taken as  one
accounting period) during which the percentage of the gross revenues  of
the Borrower  and its  Subsidiaries which  are  subject to  or  obtained
through the Distribution Agreement is less than 15%; or

          9.12  Accounts Receivable  Facility.   At any  time after  the
Accounts Receivable  Facility Transaction  Date, an  early  amortization
event shall occur under the Accounts Receivable Facility Documents;

then, and in any such event, and at any time thereafter, if any Event of
Default shall  then be  continuing, the  Agent shall,  upon the  written
request of the Required Banks, by  written notice to the Borrower,  take
any or all of the following actions, without prejudice to the rights  of
the Agent or any Bank to enforce its claims against any Guarantor or the
Borrower,  except  as  otherwise  specifically  provided  for  in   this
Agreement (provided, that if  an Event of  Default specified in  Section
9.05 shall occur with  respect to the Borrower,  the result which  would
occur upon the  giving of written  notice by the  Agent as specified  in
clauses (i) and (ii) below shall occur automatically without the  giving
of any  such  notice):    (i)  declare  the  Total  Commitment  (or  the
unutilized portion thereof) terminated, whereupon the Commitment of each
Bank (or  the  unutilized  portion thereof)  shall  forthwith  terminate
immediately and  any  Commitment Fees  shall  forthwith become  due  and
payable without any other notice of any kind; (ii) declare the principal
of and any accrued interest in respect of all Loans and all  Obligations
owing hereunder (including  Unpaid Drawings) to  be, whereupon the  same
shall become,  forthwith due  and payable  without presentment,  demand,
protest or other notice of any kind,  all of which are hereby waived  by
the  Borrower;  (iii)  enforce,  as  Collateral  Agent  (or  direct  the
Collateral Agent  to enforce),  any or  all of  the Liens  and  security
interests created pursuant to the Security Documents; (iv) terminate any
Letter of Credit which may be  terminated in accordance with its  terms;
and (v) direct the Borrower to pay (and the Borrower hereby agrees  upon
receipt of such notice, or upon  the occurrence of any Event of  Default
specified in  Section 9.05,  to  pay) to  the  Collateral Agent  at  the
Payment Office such additional amounts of  cash, to be held as  security
for the Borrower's  reimbursement obligations in  respect of Letters  of
Credit then outstanding,  equal to the  aggregate Stated  Amount of  all
Letters of Credit then outstanding.

          SECTION 10.  Definitions.  As used herein, the following terms
shall have the  meanings herein specified  unless the context  otherwise
requires.  Defined terms in this Agreement shall include in the singular
number the plural and in the plural the singular:

          "A Term  Loan"  shall have  the  meaning provided  in  Section
1.01(A)(a).
<PAGE>
          "A Term  Loan Commitment"  shall mean,  with respect  to  each
Bank, the amount set forth opposite such Bank's name in Annex I directly
below the column entitled "A Term  Loan Commitment," as the same may  be
reduced or terminated  pursuant to Section  3.03 and/or  9 or  otherwise
modified pursuant to Section 1.13 and/or 12.04(b).

          "A Term Loan  Facility" shall mean  the Facility evidenced by
the Total A Term Loan Commitment.

          "A Term Loan Maturity Date" shall mean December 31, 2001.

          "A Term  Note"  shall have  the  meaning provided  in  Section
1.05(a).

          "A  TL  Percentage"  shall  mean,  at  any  time,  a  fraction
(expressed as  a percentage)  the numerator  of which  is equal  to  the
aggregate principal amount of all A Term Loans outstanding at such  time
and the denominator of which is equal to the aggregate principal  amount
of all Term Loans outstanding at such time.

          "Accounts Receivable  Facility" shall  mean  the transactions
contemplated by the Accounts Receivable Facility Purchase Agreement.

          "Accounts  Receivable  Facility  Documents"  shall  mean   the
Accounts  Receivable  Facility  Pooling  and  Servicing  Agreement,  the
Accounts Receivable Facility Purchase Agreement, the Accounts Receivable
Facility Revolving Certificate Purchase Agreement and each of the  other
documents and agreements entered into in connection therewith, including
all documents and  agreements relating to  the issuance, funding  and/or
purchase of Investor Certificates and Purchased Interests, in each  case
as such documents and agreements may be amended, modified, supplemented,
refinanced or  replaced  from time  to  time so  long  as (i)  any  such
amendments, modifications, supplements,  refinancing or replacements  do
not impose any  conditions or  requirements on  Holdings or  any of  its
Subsidiaries that  are more  restrictive in  any material  respect  than
those in existence on the Accounts Receivable Facility Transaction Date,
(ii) any such  amendments, modifications,  supplements, refinancings  or
replacements are not adverse to the interests of the Banks and (iii) any
such amendments, modifications, supplements, refinancing or replacements
are otherwise  in  form and  substance  reasonably satisfactory  to  the
Agent.

          "Accounts Receivable Facility Pooling and Servicing Agreement"
shall mean the  Pooling and Servicing  Agreement, among the  Receivables
Entity, as transferor, the  Borrower, as servicer,  and the Trustee,  as
the same may be amended, modified, supplemented, refinanced or  replaced
from time to time in accordance with the terms thereof and hereof, which
Accounts Receivable Facility Pooling and Servicing Agreement shall be in
form and substance reasonably satisfactory to the Agent and the Required
Banks.

          "Accounts Receivable Facility Proceeds" shall mean the initial
net invested amount of Investor Certificates in respect of the  Accounts
Receivable Facility  on  the Accounts  Receivable  Facility  Transaction
Date, which amount shall be satisfactory  to the Agent and the  Required
Banks.
<PAGE>
          "Accounts Receivable Facility  Purchase Agreement" shall  mean
the Receivables Purchase  Agreement, among  the Borrower  and the  other
Designated Credit Parties,  as sellers, and  the Receivables Entity,  as
buyer, as the same may be amended, modified, supplemented, refinanced or
replaced from time  to time  in accordance  with the  terms thereof  and
hereof, which Accounts Receivable  Facility Purchase Agreement shall  be
in form  and substance  reasonably satisfactory  to  the Agent  and  the
Required Banks.

          "Accounts Receivable Facility  Revolving Certificate  Purchase
Agreement" shall  mean  the Revolving  Certificate  Purchase  Agreement,
among the Receivables Entity, the Borrower, as the initial servicer, the
purchasers party  thereto,  and BTCo,  as  Agent,  as the  same  may  be
amended, modified,  supplemented, refinanced  or replaced  from time  to
time in accordance with  the terms thereof  and hereof, which  Revolving
Certificate Purchase Agreement shall be in form and substance reasonably
satisfactory to the Agent and the Required Banks.

          "Accounts Receivable  Facility  Transaction"  shall  mean  the
consummation  of   the   Accounts  Receivable   Facility   and   related
transactions contemplated by the Accounts Receivable Facility Documents.

          "Accounts Receivable Facility Transaction Date" shall mean the
date of the consummation of the Accounts Receivable Facility Transaction
in accordance with the requirements of Section 7.18.

          "Acquired Business"  shall mean  the  assets acquired  by  the
Borrower pursuant to the Acquisition Documents.

          "Acquisition" shall mean the  acquisition by the Borrower  for
cash of the assets  of the in vitro  diagnostics division of the  Seller
pursuant to,  and  in accordance  with  the terms  of,  the  Acquisition
Documents.

          "Acquisition Agreements" shall mean (i) the Asset Purchase and
Sale Agreement,  dated as  of December  11, 1995,  as in  effect on  the
Original Effective Date,  between Dade  Chemistry Systems  Inc. and  the
Seller, as  amended,  modified or  supplemented  from time  to  time  in
accordance with  the terms  thereof  and hereof  and  (ii) each  of  the
agreements listed on Annex XIII hereto.

          "Acquisition Documents" shall mean the Acquisition  Agreement,
the IVD Services Agreement and all other purchase and other  agreements,
instruments and documents relating to the Acquisition.

          "Additional  Security  Documents"   shall  have  the   meaning
provided in Section 7.11.
<PAGE>
          "Adjusted Certificate of Deposit Rate" shall mean, on any day,
the sum (rounded to the nearest 1/100 of 1%) of (1) the rate obtained by
dividing (x) the  most recent weekly  average dealer  offering rate  for
negotiable certificates of  deposit with a  three-month maturity in  the
secondary market as published in the most recent Federal Reserve  System
publication entitled "Select Interest  Rates," published weekly on  Form
H.15 as  of the  date hereof,  or if  such publication  or a  substitute
containing the foregoing rate information shall not be published by  the
Federal Reserve System for  any week, the  weekly average offering  rate
determined by the Agent on the basis of quotations for such certificates
received by it from three certificate of deposit dealers in New York  of
recognized standing or, if such quotations are unavailable, then on  the
basis of  other sources  reasonably  selected by  the  Agent, by  (y)  a
percentage equal to 100%  minus the stated maximum  rate of all  reserve
requirements as specified in  Regulation D applicable on  such day to  a
three-month certificate  of deposit  of a  member  bank of  the  Federal
Reserve System in excess of $100,000 (including, without limitation, any
marginal, emergency, supplemental, special or other reserves), plus  (2)
the then daily net annual assessment rate as estimated by the Agent  for
determining the current annual assessment payable by BTCo to the Federal
Deposit Insurance Corporation for  insuring three month certificates  of
deposit.

          "Affiliate" shall mean, with respect to any Person, any  other
Person directly or indirectly controlling (including but not limited  to
all directors  and officers  of such  Person), controlled  by, or  under
direct or indirect common control with  such Person.  A Person shall  be
deemed to control a  corporation if such  Person possesses, directly  or
indirectly, the power (i)  to vote 5% or  more of the securities  having
ordinary voting power for the election of directors of such  corporation
or (ii) to direct or cause the direction of the management and  policies
of such corporation, whether through the ownership of voting securities,
by contract or otherwise.

          "Agent" shall have the meaning provided in the first paragraph
of this Agreement and shall include any successor to the Agent appointed
pursuant to Section 11.10.

          "Aggregate  Net  Invested  Amount"  shall  have  the   meaning
provided in Section 3.03(d).

          "Aggregate Unutilized Commitment" with respect to any Bank  at
any time shall mean the sum of (i) such Bank's A Term Loan Commitment at
such time, if any, (ii) such Bank's B Term Loan Commitment at such time,
if any, (iii) such Bank's C Term  Loan Commitment at such time, if  any,
(iv) such Bank's D Term  Loan Commitment at such  time, if any, and  (v)
such Bank's Revolving Loan Commitment at  such time less the sum of  (x)
the aggregate outstanding principal amount  of all Revolving Loans  made
by such Bank and (y) such Bank's  RL Percentage of the Letter of  Credit
Outstandings at such time.

          "Agreement" shall mean this Credit Agreement, as the same  may
be from time to time modified, amended and/or supplemented.

          "Alternate Vendor  Financing  Program"  shall  mean  a  vendor
financial services  program  between the  Borrower  and/or one  or  more
Subsidiaries of the  Borrower and  a financial  institution pursuant  to
which the  Borrower and/or  such  Subsidiary effects  Seeded  Instrument
Transactions with such financial  institution and third party  customers
of the Borrower  and/or such  Subsidiary conducting  business in  Spain,
Italy or Japan.
<PAGE>
          "Applicable Base Rate Margin" shall mean (i) in the case of  A
Term Loans and Revolving Loans, 1.25%, less the then applicable Interest
Reduction Discount, if  any, (ii) in  the case of  B Term Loans,  1.50%,
(iii) in the case of C Term Loans, 1.75% and (iv) in the case of D  Term
Loans, 2.00%.

          "Applicable Eurodollar Margin" shall mean (i) in the case of A
Term Loans and Revolving Loans, 2.25%, less the then applicable Interest
Reduction Discount, if  any, (ii) in  the case of  B Term Loans,  2.50%,
(iii) in the case of C Term Loans, 2.75%, and (iv) in the case of D Term
Loans, 3.00%.

          "Asset  Sale"  shall   mean  any  sale,   transfer  or   other
disposition by Holdings or any of  its Subsidiaries to any Person  other
than the Borrower or any Wholly-Owned Subsidiary of the Borrower of  any
asset  (including,  without  limitation,  any  capital  stock  or  other
securities of another Person) of Holdings or such Subsidiary other  than
(i) sales,  transfers or  other dispositions  of inventory  made in  the
ordinary course of business and (ii) sales of assets pursuant to Section
8.02(e), (f), (g), (o), (q), (t), (aa), (bb), (cc) and (dd).

          "Assignment  and   Assumption   Agreement"  shall   mean   the
Assignment and Assumption Agreement substantially in the form of Exhibit
H (appropriately completed).

          "Authorized Officer" shall mean  the Chief Executive  Officer,
President, Chief Financial Officer,  Treasurer, Controller or  Secretary
or any other senior  officer of Holdings or  the Borrower designated  as
such in writing to the Agent by  Holdings or the Borrower, in each  case
to the extent reasonably acceptable to the Agent.

          "B Banks" shall have the meaning provided in Section 4.02(C).

          "B Term  Loan"  shall have  the  meaning provided in  Section
1.01(A)(b).

          "B Term  Loan Commitment"  shall mean,  with respect  to  each
Bank, the amount set forth opposite such Bank's name in Annex I directly
below the column entitled "B Term  Loan Commitment," as the same may  be
terminated pursuant  to  Section 3.03  and/or  9 or  otherwise  modified
pursuant to Section 1.13 and/or 12.04(b).

          "B Term Loan  Facility" shall mean  the Facility evidenced  by
the Total B Term Loan Commitment.

          "B Term Loan Maturity Date" shall mean December 31, 2002.

          "B Term  Note" shall  have  the meaning  provided  in Section
1.05(a).

          "B  TL  Percentage"  shall  mean,  at  any  time,  a  fraction
(expressed as  a percentage)  the numerator  of which  is equal  to  the
aggregate principal amount of all B Term Loans outstanding at such  time
and the denominator of which is equal to the aggregate principal  amount
of all Term Loans outstanding at such time.

          "B&J" shall mean  Burdick &  Jackson, Inc.,  a former  Wholly-
Owned Subsidiary of the Borrower sold pursuant to the B&J Asset Sale.

          "B&J Asset Sale" shall mean the sale by the Borrower of all of
the capital stock of B&J.
<PAGE>
          "Bain Capital"  shall  mean  Bain  Capital,  Inc.  a  Delaware
corporation.

          "Bank" shall have the meaning provided in the first  paragraph
of this Agreement.

          "Bank Default" shall mean (i) the refusal (which has not  been
retracted) of an RL Bank to make available its portion of any  Borrowing
(including any  Mandatory  Borrowing) or  to  fund its  portion  of  any
unreimbursed payment under  Section 2.04(c) or  (ii) an  RL Bank  having
notified the Agent and/or the Borrower that it does not intend to comply
with the obligations  under Section 1.01(A)(e),  1.01(C) or 2.04(c),  in
the case  of  either  clause (i)  or  (ii)  above as  a  result  of  the
appointment of a receiver  or conservator with respect  to such Bank  at
the direction or request of any regulatory agency or authority.

          "Bankruptcy Code" shall have  the meaning provided in  Section
9.05.

          "Base Rate" at any time shall mean the higher of (x) the  rate
which is 1/2 of 1% in excess of the Adjusted Certificate of Deposit Rate
and (y) the Prime Lending Rate.

          "Base Rate Loan" shall mean each Loan bearing interest at  the
rates provided in Section 1.08(a).

          "Baxter" shall mean Baxter Healthcare Corporation, a  Delaware
corporation.

          "Baxter Acquisition" shall mean the Acquisition under, and  as
defined in, the Existing Credit Agreement.

          "Baxter Acquisition  Documents"  shall  mean  the  Acquisition
Documents under, and as defined in, the Existing Credit Agreement.

          "Baxter PIK Note Documents" shall mean and include each of the
documents  and  other  agreements   entered  into  (including,   without
limitation, the Baxter PIK Notes) relating  to the issuance by  Holdings
of the Baxter  PIK Notes,  as in  effect on  December 20,  1994 (to  the
extent  thereof)  and  as  the  same  may  be  entered  into,  modified,
supplemented or amended from time to  time pursuant to the terms  hereof
and thereof.

          "Baxter PIK Notes"  shall mean  unsecured junior  subordinated
notes issued by Holdings (and not guaranteed or supported in any way  by
the Borrower or any of its Subsidiaries or any other Person) in favor of
Baxter, in the form of Exhibit J.

          "Baxter Preferred  Stock" shall  mean the  preferred stock  of
Holdings held by  Baxter and  having an  original aggregate  liquidation
preference of not  more than  $40,000,000 and  an aggregate  liquidation
preference  as  of  the  Original  Effective  Date  of  not  more   than
$13,000,000, in  the  form attached  hereto  as Exhibit  L,  as  amended
modified or supplemented from time to time in accordance with the  terms
hereof and thereof.

          "Borrower" shall  have  the  meaning  provided  in  the  first
paragraph of this Agreement.

          "Borrower Subordinated Loans" shall have the meaning  provided
in Section 8.06(t).
<PAGE>
          "Borrower Subordinated Note"  shall mean  an unsecured  junior
subordinated  Note  issued  by  the  Borrower  (and  not  guaranteed  or
supported in any way by any Subsidiary  of the Borrower) in the form  of
Exhibit M, as  amended, modified or  supplemented from time  to time  in
accordance with the terms hereof and thereof.

          "Borrowing" shall  mean the  incurrence  of one Type  of  Loan
pursuant to a  single Facility  by the Borrower  from all  of the  Banks
having Commitments with respect to such Facility on a pro rata basis  on
a given date (or resulting from conversions on a given date), having  in
the case of Eurodollar  Loans the same  Interest Period; provided,  that
Base Rate Loans incurred pursuant to Section 1.10(b) shall be considered
part of any related Borrowing of Eurodollar Loans.

          "BTCo" shall  mean Bankers  Trust Company,  in its individual
capacity, and any successor corporation thereto by merger, consolidation
or otherwise.

          "Business Day" shall mean (i) for  all purposes other than  as
covered by clause (ii) below, any day excluding Saturday, Sunday and any
day which shall be in the City of New York  a legal holiday or a day  on
which banking institutions are authorized  by law or other  governmental
actions to close and (ii) with respect to all notices and determinations
in  connection  with,  and  payments  of  principal  and  interest   on,
Eurodollar Loans, any day  which is a Business  Day described in  clause
(i) and which is  also a day for  trading by and  between banks in  U.S.
dollar deposits in the interbank Eurodollar market.

          "C Banks" shall have the meaning provided in Section 4.02(C).

          "C Term  Loan"  shall have  the  meaning provided  in  Section
1.01(A)(c).

          "C Term  Loan Commitment"  shall mean,  with respect  to  each
Bank, the amount set forth opposite such Bank's name in Annex I directly
below the column entitled "C Term  Loan Commitment," as the same may  be
terminated pursuant  to  Section 3.03  and/or  9 or  otherwise  modified
pursuant to Section 1.13 and/or 12.04(b).

          "C Term Loan  Facility" shall mean  the Facility evidenced  by
the Total C Term Loan Commitment.

          "C Term Loan Maturity Date" shall mean December 31, 2003.

          "C Term  Note"  shall have  the  meaning provided  in  Section
1.05(a).

          "C  TL  Percentage"  shall  mean,  at  any  time  a   fraction
(expressed as  a percentage)  the numerator  of which  is equal  to  the
aggregate principal amount of all C Term Loans outstanding at such  time
and the denominator of which is equal to the aggregate principal  amount
of all Term Loans outstanding at such time.

          "Capital Expenditures" shall mean, with respect to any Person,
without duplication, all  expenditures by  such Person  which should  be
capitalized in accordance with GAAP, including, without duplication, all
such expenditures with  respect to fixed  or capital assets  (including,
without limitation,  expenditures  for  maintenance  and  repairs  which
should be capitalized  in accordance with  GAAP), all such  expenditures
relating to instruments leased  to, rented to,  or otherwise seeded  to,
customers, and the amount of all Capitalized Lease Obligations  incurred
by such Person.
<PAGE>
          "Capital Lease,"  as applied  to any  Person, shall  mean  any
lease of any property (whether real,  personal or mixed) by that  Person
as lessee which, in conformity with GAAP, is accounted for as a  capital
lease on the balance sheet of that Person.

          "Capitalized Lease  Obligations"  shall mean all  obligations
under Capital Leases of the Borrower or any of its Subsidiaries in  each
case taken  at  the  amount thereof  accounted  for  as  liabilities  in
accordance with GAAP.

          "Cash  Equivalents"  shall  mean  (i)  securities  issued   or
directly and fully guaranteed or insured by the United States of America
or any agency or instrumentality thereof (provided, that the full  faith
and credit  of  the United  States  of  America is  pledged  in  support
thereof) having maturities of not more than twelve months from the  date
of acquisition, (ii) U.S. dollar denominated time deposits, certificates
of deposit and bankers acceptances of (x) any Bank or (y) any bank whose
short-term commercial paper  rating from Standard  & Poor's  Corporation
("S&P") is  at least  A-1  or the  equivalent  thereof or  from  Moody's
Investors Service, Inc. ("Moody's")  is at least  P-1 or the  equivalent
thereof (any such bank or Bank,  an "Approved Bank"), in each case  with
maturities of not more than twelve months from the date of  acquisition,
(iii) commercial paper  issued by  any Approved  Bank or  by the  parent
company of  any  Approved  Bank  and  commercial  paper  issued  by,  or
guaranteed by, any  industrial or  financial company  with a  short-term
commercial paper rating of at least A-1 or the equivalent thereof by S&P
or at least P-1 or the  equivalent thereof by Moody's, or guaranteed  by
any industrial company  with a  long term  unsecured debt  rating of  at
least A or A2, or the equivalent  of each thereof, from S&P or  Moody's,
as the case may be, and in each case maturing within twelve months after
the date of  acquisition, (iv) marketable  direct obligations issued  by
any state of the United States  of America or any political  subdivision
of any such state or any public instrumentality thereof maturing  within
twelve months from the date of  acquisition thereof and, at the time  of
acquisition, having  one  of the  two  highest ratings  obtainable  from
either S&P  or  Moody's  and  (v)  investments  in  money  market  funds
substantially all the assets of which are comprised of securities of the
types described in clauses (i) through (iv) above.

          "Change of Control Event" shall mean (a) Holdings shall  cease
to own directly 100% on a fully diluted basis of the economic and voting
interest in the Borrower's capital stock or (b) Bain Capital, GS Capital
and/or their respective Related  Parties shall cease to  own on a  fully
diluted basis in the aggregate at  least 51% of the economic and  voting
interest in Holdings' capital stock or  (c) Bain Capital shall cease  to
own on  a fully  diluted basis  in the  aggregate at  least 51%  of  the
economic and voting interest  in Holdings' capital  stock owned by  Bain
Capital, GS  Capital  and their  respective  Related Parties  or  (d)  a
"Change of Ownership" or  similar event shall occur  as provided in  the
Baxter PIK Notes or  the Baxter Preferred Stock,  so long as any  Baxter
PIK Notes  or  any  Baxter Preferred  Stock,  as  the case  may  be,  is
outstanding or (e) any  "Change of Control" as  such term is defined  in
the Senior  Subordinated Note  Indenture, or  any successor  or  similar
provision, shall occur.

          "Code" shall  mean  the  Internal Revenue  Code  of  1986,  as
amended from time to time, and  the regulations promulgated and  rulings
issued thereunder.  Section references to  the Code are to the Code,  as
in effect at the date of this Agreement and any subsequent provisions of
the  Code  amendatory  thereof,  supplemental  thereto  or   substituted
therefor.
<PAGE>
          "Collateral" shall mean  all of the  Collateral as defined  in
each of the Security Documents.

          "Collateral Agent" shall mean  the Agent acting as collateral
agent for the Secured Creditors.

          "Collective Bargaining  Agreements"  shall  have  the  meaning
provided in Section 5.12.

          "Commitment" shall  mean,  with  respect to  each  Bank,  such
Bank's A  Term Loan  Commitment, B  Term Loan  Commitment, C  Term  Loan
Commitment, D Term Loan Commitment and Revolving Loan Commitment.

          "Commitment Fee" shall  have the meaning  provided in  Section
3.01(a).

          "Consolidated Current  Assets" shall  mean, at  any time,  the
current assets (other  than cash, Cash  Equivalents and deferred  income
taxes to the extent included in current assets) of the Borrower and  its
Subsidiaries (including, without duplication, the interests in  accounts
receivable  represented  by  the  transferor  certificate  held  by  the
Receivables Entity) at such time determined on a consolidated basis.

          "Consolidated Current Liabilities"  shall mean,  at any  time,
the current liabilities of the Borrower and its Subsidiaries  determined
on a consolidated basis, but excluding  (i) deferred income taxes,  (ii)
the  current  portion  of  and  accrued  but  unpaid  interest  on   any
Indebtedness under this Agreement  and any other long-term  Indebtedness
which  would  otherwise  be   included  therein  and  (iii)   short-term
borrowings of Foreign Subsidiaries unless the proceeds thereof are  used
to finance current assets of such Foreign Subsidiaries.

          "Consolidated Debt" shall mean, at any time, all  Indebtedness
of the Borrower and its Subsidiaries determined on a consolidated  basis
(excluding Indebtedness  arising  pursuant  to  deferred  warranties  or
contracts or other  similar obligations and  any deferred revenue  under
the Vendor Financing Program or the Alternate Vendor Financing Program).

          "Consolidated EBIT" shall mean,  for any period,  Consolidated
Net Income, before (i) total interest expense (inclusive of amortization
of deferred financing fees and any other original issue discount) of the
Borrower and its Subsidiaries determined  on a consolidated basis,  (ii)
the  write-off  of  inventory   step-up  and  in-process  research   and
development costs  in accordance  with  purchase accounting,  (iii)  the
documented incurrence  of duplicate  transition costs  arising from  the
Acquisition and the Baxter Acquisition not  in excess of $6,000,000  per
year in the  aggregate during the  term of the  Services Agreement,  the
Distribution Agreement  and  the distribution  and  transition  services
agreements between the Borrower  or its Subsidiaries  and the Seller  or
its Affiliates,  (iv)  any  non-cash  charges  deducted  in  determining
Consolidated Net Income for such period  and related to the issuance  by
Holdings of stock, warrants or options to management (or any exercise of
any such warrants or  options), (v) any  non-recurring cash charges  and
non-cash provisions deducted in determining Consolidated Net Income  for
such period and related  to the Borrower's  integration plan during  the
three-year period following the  Original Effective Date, provided  that
the aggregate amount of  charges and provisions  added back pursuant  to
this clause (v) for all periods  shall not exceed $15,000,000 (it  being
<PAGE>
understood and agreed that these  charges and provisions are  considered
part of, and not additive to, the Restructuring Reserves), (vi) any  net
non-cash charges in  each period, including,  without limitation,  those
non-cash charges with respect to provisions required for recourse  terms
under the Vendor Financing Program and (vii) provisions for taxes  based
on income and foreign withholding  taxes, and determined without  giving
effect to any extraordinary  gains or losses but  with giving effect  to
gains or losses  from sales  of assets sold  in the  ordinary course  of
business.

          "Consolidated EBITDA" shall mean, for any period, Consolidated
EBIT, adjusted by adding thereto the amount of all depreciation  expense
and amortization expense that were deducted in determining  Consolidated
EBIT for such period.

          "Consolidated Interest Expense"  shall mean,  for any  period,
total interest expense (including that attributable to Capital Leases in
accordance with GAAP) of the Borrower and its Subsidiaries determined on
a consolidated basis with respect to all outstanding Indebtedness of the
Borrower  and  its  Subsidiaries,  including,  without  limitation,  all
commissions, discounts and other fees and  charges owed with respect  to
letters of credit  and bankers' acceptance  financing and  net costs  or
benefits under  Interest  Rate  Protection  Agreements,  but  excluding,
however, amortization of any payments made  to obtain any Interest  Rate
Protection Agreements  and deferred  financing  costs and  any  interest
expense on deferred compensation arrangements to the extent included  in
total interest expense.

          "Consolidated Net Income" shall mean, for any period, the  net
income (or loss),  after provision for  taxes, of the  Borrower and  its
Subsidiaries (including as a Subsidiary for this purpose the Receivables
Entity although the definition of Subsidiary might require otherwise) on
a consolidated basis for such period taken as a single accounting period
but excluding any unrealized losses and gains for such period  resulting
from mark-to-market of Other Hedging Agreements and any tender  premiums
or consent  fees paid  and any  write-off  of deferred  financing  costs
incurred as a  result of the  contemplated refinancing  of the  Existing
Senior  Subordinated  Notes,  the  Existing  Credit  Agreement  and  the
Original Credit Agreement.

          "Consulting  Agreement"  shall  mean,  collectively,  (i)  the
Advisory Agreement,  dated  as  of  December  20,  1994,  by  and  among
Holdings, the  Borrower  and  Bain  Capital,  as  amended,  modified  or
supplemented from time to time, in accordance with the terms hereof  and
thereof and (ii) the Advisory Agreement, dated as of December 20,  1994,
by and among Holdings, the Borrower and GS Capital, as amended, modified
or supplemented from time to time,  in accordance with the terms  hereof
and thereof.

          "Contingent Obligations"  shall  mean  as to  any  Person  any
obligation of  such Person  guaranteeing or  intended to  guarantee  any
Indebtedness,  leases,   dividends   or  other   obligations   ("primary
obligations") of any other Person (the "primary obligor") in any manner,
whether directly  or  indirectly,  including,  without  limitation,  any
obligation of such Person,  whether or not  contingent, (a) to  purchase
any such  primary  obligation or  any  property constituting  direct  or
indirect security therefor, (b) to advance  or supply funds (x) for  the
purchase or payment of  any such primary obligation  or (y) to  maintain
working capital or equity capital of the primary obligor or otherwise to
maintain the  net worth  or  solvency of  the  primary obligor,  (c)  to
<PAGE>
purchase property, securities or services  primarily for the purpose  of
assuring the owner of any such primary obligation of the ability of  the
primary obligor  to  make payment  of  such primary  obligation  or  (d)
otherwise  to  assure  or  hold  harmless  the  owner  of  such  primary
obligation against loss in respect thereof; provided, however, that  the
term Contingent Obligation shall not include endorsements of instruments
for deposit or  collection or standard  contractual indemnities  entered
into, in each case in  the ordinary course of  business.  The amount  of
any Contingent Obligation shall be deemed  to be an amount equal to  the
stated or determinable amount  of the primary  obligation in respect  of
which  such  Contingent  Obligation  is  made  or,  if  not  stated   or
determinable, the maximum  reasonably anticipated  liability in  respect
thereof (assuming  such Person  is required  to perform  thereunder)  as
determined by such Person in good faith.

          "Continuing  Bank"  shall  mean  each  Original  Bank  with  a
Commitment under this Agreement.

          "Credit Documents" shall mean  this Agreement, the Notes,  the
Guaranties, the  Subsidiary Guaranty  Acknowledgment and  each  Security
Document.

          "Credit Event" shall mean the making  of a Loan (other than  a
Revolving Loan made pursuant to a  Mandatory Borrowing) or the  issuance
of a Letter of Credit.

          "Credit Party"  shall mean  Holdings,  the Borrower  and  each
Subsidiary Guarantor.

          "Current Ratio" shall mean  the ratio of Consolidated  Current
Assets to Consolidated Current Liabilities.

          "D Banks" shall have the meaning provided in Section 4.02(C).

          "D Term  Loan"  shall have  the  meaning provided  in  Section
1.01(A)(d).

          "D Term  Loan Commitment"  shall mean,  with respect  to  each
Bank, the amount set forth opposite such Bank's name in Annex I directly
below the column entitled "D Term  Loan Commitment," as the same may  be
terminated pursuant  to  Section 3.03  and/or  9 or  otherwise  modified
pursuant to Section 1.13 and/or 12.04(b).

          "D Term Loan  Facility" shall mean  the Facility evidenced  by
the Total D Term Loan Commitment.

          "D Term Loan Maturity Date" shall mean December 31, 2004.

          "D Term  Note"  shall have  the  meaning provided  in  Section
1.05(a).

          "D  TL  Percentage"  shall  mean,  at  any  time,  a  fraction
(expressed as  a percentage)  the numerator  of which  is equal  to  the
aggregate principal amount of all D Term Loans outstanding at such  time
and the denominator of which is equal to the aggregate principal  amount
of all Term Loans outstanding at such time.

          "Dade Diagnostics  P.R.,  Inc." shall  mean  Dade  Diagnostics
P.R., Inc., a Delaware corporation.

          "Default" shall mean  any event, act  or condition which  with
notice or lapse of time, or both, would constitute an Event of Default.
<PAGE>
          "Defaulting Bank" shall mean any Bank with respect to which  a
Bank Default is in effect.

          "Designated Asset Sale" shall mean a  sale by the Borrower  or
any of its Subsidiaries  of (i) all or  substantially all of the  assets
used primarily in the Borrower's immunohematology product line and  (ii)
their existing investment in Spectral Diagnostics, Inc.

          "Designated Credit Parties" shall mean the Borrower and  those
Subsidiary Guarantors that are from time  to time party to the  Accounts
Receivable Facility Documents.

          "Designated Real  Property  Sale" shall  mean  a sale  by  the
Borrower or any of  its Subsidiaries of (i)  the Real Property owned  by
the Borrower or any such Subsidiary located adjacent to 1584 Raley  Ct.,
Sacramento, California and/or (ii)  any other undeveloped Real  Property
owned by the  Borrower or  any of its  Subsidiaries as  of the  Original
Effective Date (after giving effect to the consummation of the  Original
Transaction on such date).

          "Distribution Agreement" shall mean  the Amended and  Restated
Exclusive Distribution  Agreement, dated  as of  December 19,  1994,  as
amended and restated in  its entirety as of  September 15, 1995, by  and
between the Borrower and Baxter, as the same may be amended, modified or
supplemented from time to time, in accordance with the terms hereof  and
thereof.

          "Dividends" shall have the meaning provided in Section 8.07.

          "Documents"  shall   mean  the   Transaction  Documents,   the
Acquisition Documents, the  Original Refinancing  Documents, the  Senior
Subordinated Note Documents, and, on  and after the Accounts  Receivable
Facility Transaction Date, the Accounts Receivable Facility Documents.

          "Domestic  Subsidiary"  shall  mean  each  Subsidiary  of  the
Borrower which is not a Foreign Subsidiary.

          "Eligible Transferee"  shall  mean and  include  a  commercial
bank, investment  company, financial  institution or  other  "accredited
investor" (as defined in Regulation D of the Securities Act).

          "Employment Agreements"  shall have  the meaning  provided  in
Section 5.12.

          "Environmental Claims" shall mean any and all  administrative,
regulatory or judicial actions, suits, demands, demand letters,  claims,
liens,  notices  of  non-compliance  or  violation,  investigations   or
proceedings relating in any way to any violation (or alleged  violation)
by Holdings  or any  of its  Subsidiaries  under any  Environmental  Law
(hereafter "Claims") or any permit issued under any such law, including,
without limitation, (a) any and all Claims by governmental or regulatory
authorities for  enforcement, cleanup,  removal, response,  remedial  or
other actions or damages pursuant  to any applicable Environmental  Law,
and (b)  any  and  all  Claims  by  any  third  party  seeking  damages,
contribution, indemnification, cost recovery, compensation or injunctive
relief resulting from Hazardous Materials or arising from alleged injury
or threat of injury to health, safety or the environment.
<PAGE>
          "Environmental Law"  shall mean  any federal,  state or  local
statute, law,  rule,  regulation, ordinance,  code,  policy or  rule  of
common law now or hereafter in effect  and in each case as amended,  and
any judicial  or administrative  interpretation thereof,  including  any
judicial or  administrative  order,  consent, decree  or  judgment  (for
purposes of  this definition  (collectively, "Laws")),  relating to  the
environment or Hazardous Materials  or health and  safety to the  extent
health and safety issues arise under the Occupational Safety and  Health
Act of 1970, as amended, or any such similar Laws.

          "ERISA" shall mean the Employee Retirement Income Security Act
of 1974, as amended from time  to time, and the regulations  promulgated
and the rulings issued thereunder.   Section references to ERISA are  to
ERISA as in  effect at  the date of  this Agreement  and any  subsequent
provisions  of  ERISA  amendatory   thereof,  supplemental  thereto   or
substituted therefor.

          "ERISA Affiliate"  shall  mean  each  person (as  defined  in
Section 3(9) of ERISA) which together with Holdings or any Subsidiary of
Holdings would be deemed to be a "single employer" within the meaning of
Section 414(b), (c), (m) or (o) of the Code.

          "Eurodollar Loans" shall  mean each Loan  bearing interest  at
the rates provided in Section 1.08(b).

          "Eurodollar Rate" shall  mean, with respect  to each  Interest
Period for a Eurodollar Loan, (i) the arithmetic average (rounded to the
nearest 1/100 of 1%)  of the offered quotation  to first-class banks  in
the interbank Eurodollar market by the Agent for U.S. dollar deposits of
amounts in same day funds comparable to the outstanding principal amount
of the Eurodollar Loan of the Agent  for which an interest rate is  then
being determined with maturities comparable to the Interest Period to be
applicable to such  Eurodollar Loan, determined  as of  10:00 A.M.  (New
York time)  on  the  date  which  is two  Business  Days  prior  to  the
commencement of such Interest Period divided (and rounded upward to  the
next whole multiple of  1/16 of 1%)  by (ii) a percentage equal to  100%
minus  the  then  stated  maximum  rate  of  all  reserve   requirements
(including, without limitation,  any marginal, emergency,  supplemental,
special or other reserves) applicable to any member bank of the  Federal
Reserve System  in respect  of Eurocurrency  liabilities as  defined  in
Regulation D (or any successor category of liabilities under  Regulation
D).

          "Event of Default" shall have the meaning provided in  Section
9.

          "Excess Cash Flow" shall mean, for any period, (i) the sum of
(A) Consolidated Net Income for such period, plus (B) the amount of  all
non-cash  charges   (including,  without   limitation  or   duplication,
depreciation, amortization and  non-cash interest  expense) included  in
determining Consolidated  Net  Income  for such  period,  plus  (C)  the
decrease, if any, in Working Capital from the first day to the last  day
of such period  (except to  the extent that  such decrease  occurs as  a
result of an increase in the Accounts Receivable Facility or as a result
of the put or other transfer of accounts receivable to Baxter and/or its
Affiliates pursuant to Section 8.02(t), plus (D) any cash  reimbursement
from the  Seller  required pursuant  to  the Acquisition  Agreement  for
purchase price  adjustments, minus  (ii) the  sum  of (A)  any  non-cash
credits  (including  from  sales  of  assets)  included  in  determining
Consolidated Net Income for such period, (B) gains from sales of  assets
(other than  sales of  inventory in  the  ordinary course  of  business)
<PAGE>
included in determining Consolidated Net Income for such period, (C)  an
amount  equal  to  (1)  all  Capital  Expenditures  (excluding   Capital
Expenditures made pursuant to Section 8.09(c),  (d) or (e)) made  during
such period that are not financed by Indebtedness (including Capitalized
Lease Obligations  but excluding  Loans hereunder)  plus (or  minus,  if
negative) (2) the Rollover Amount for such period to be carried  forward
to the next period less the  Rollover Amount (if any) for the  preceding
period  carried  forward  to  the  current  period,  (D)  the  aggregate
principal amount  of permanent  principal payments  of Indebtedness  for
borrowed  money  of  the  Borrower  and  its  Subsidiaries  (other  than
repayments of Loans, provided that repayments of Loans shall be deducted
in determining Excess Cash Flow if such repayments were (x) required  as
a result  of  a  Scheduled  A Repayment,  a  Scheduled  B  Repayment,  a
Scheduled  C  Repayment  or  a  Scheduled  D  Repayment  under   Section
4.02(A)(b) or  (y)  made  as  a  voluntary  prepayment  with  internally
generated funds (but in the case of a voluntary prepayment of  Revolving
Loans, only to the  extent accompanied by a  voluntary reduction to  the
Total Revolving  Loan  Commitment))  during such  period,  (E)  non-cash
charges added back in a previous period pursuant to clause (i)(B)  above
to the extent  any such charge  has become a  cash item  in the  current
period, (F) the increase, if any, in Working Capital from the first  day
to the last day  of such period, (G)  costs incurred by Holdings  during
such period and  paid for  with the proceeds  of dividends  paid by  the
Borrower pursuant to Section  8.07(iii), to the  extent not deducted  in
determining Consolidated  Net  Income  for such  period,  (H)  any  cash
payment to the Seller required pursuant to the Acquisition Agreement for
purchase price adjustments, (I) cash  expenses incurred by the  Borrower
during such period in connection with its offer to exchange its Series B
Senior Subordinated Notes for its Series A Senior Subordinated Notes  to
the extent not deducted in determining Consolidated Net Income for  such
period, (J)  any cash  Restructuring Expenditures  incurred during  such
period to the extent not deducted in determining Consolidated Net Income
for such  period,  (K)  any Restructuring  Reserves  maintained  on  the
consolidated balance sheet of  Holdings and its  Subsidiaries as at  the
end of such  period, (L)  any tender premiums  or consent  fees paid  by
Holdings or any of  its Subsidiaries during such  period as a result  of
the contemplated refinancing of the Existing Senior Subordinated  Notes,
Existing Credit Agreement and the Original Credit Agreement and (M)  any
cash  disbursements  made   during  such   period  against   non-current
liabilities (such  as transition  reserves and  deferred taxes)  to  the
extent not deducted in determining Consolidated Net Income.

          "Excess Cash Flow Period" shall mean  (i) the period from  and
including the day following the Original Effective Date to and including
December 31, 1997 and (ii) with respect to each fiscal year  thereafter,
such fiscal year.

          "Excess Cash Payment  Date" shall mean the date  occurring 90
days after the last day of a fiscal year of the Borrower (beginning with
its fiscal year ending on December 31, 1997).

          "Excess Proceeds"  shall  mean  (i) the  portion  of  the  net
proceeds received by Holdings after the Original Effective Date from the
registered initial public offering of Holdings Common Stock and/or  from
the issuance of Holdings common stock pursuant to a Permitted  Strategic
Equity Issuance,  in each  case which  is permitted  to be  retained  by
Holdings pursuant to  Section 4.02(A)(d), to  the extent contributed  to
the Borrower in accordance  with Section 7.17, (ii)  the portion of  Net
Proceeds received by the Borrower after the Original Effective Date from
any Designated Real Property Sale which  is permitted to be retained  by
the Borrower pursuant to  Section 4.02(A)(c), in each  case as and  when
received in the form of cash, (iii)  the portion of Excess Cash Flow  of
<PAGE>
the Borrower and its Subsidiaries which  is permitted to be retained  by
the Borrower pursuant  to Section  4.02(A)(f), (iv) the portion  of Net
Proceeds received by the Borrower after the Original Effective Date from
the B&J Asset  Sale which is  permitted to be  retained by the  Borrower
pursuant to Section 4.02(A)(c) of the Original Credit Agreement, as  and
when received in the form of cash  and (v) 100% of the Permitted  Equity
Proceeds  received  by  Holdings  from  time  to  time,  to  the  extent
contributed or  loaned  to  the  Borrower  in  accordance  with  Section
4.02(A)(d).

          "Excess Proceeds Amount" shall  initially be $0, which  amount
shall be (A) increased (i) on each  Excess Cash Payment Date so long  as
any repayment required pursuant to Section 4.02(A)(f) has been made,  by
an amount equal to 25% of Excess Cash Flow for the immediately preceding
Excess Cash Flow Period, (ii) on the date of the receipt by Holdings  of
the proceeds from  the registered  initial public  offering of  Holdings
Common Stock and/or from the issuance of Holdings common stock  pursuant
to a Permitted Strategic  Equity Issuance, in each  case so long as  any
repayment pursuant to Section 4.02(A)(d) has been made and Holdings  has
contributed such proceeds  to the  Borrower in  accordance with  Section
7.17, by an amount equal to 50% of the net proceeds from such  offering,
(iii) on the date of receipt by the Borrower or any of its  Subsidiaries
of the Net Proceeds  from the B&J  Asset Sale so  long as any  repayment
pursuant to Section 4.02(A)(c) of the Original Credit Agreement has been
made, by an amount equal to  the portion of such Net Proceeds  permitted
to be retained  by the Borrower  pursuant to Section  4.02(A)(c) of  the
Original Credit Agreement (to the extent in the form of cash,  including
cash received upon the liquidation of  or principal payment on any  non-
cash asset previously  received), (iv) on  each date of  receipt by  the
Borrower or  any  of its  Subsidiaries  of  the Net  Proceeds  from  any
Designated Real  Property Sale  so long  as  any repayment  pursuant  to
Section 4.02(A)(c) has been made, by an amount equal to 20% of such  Net
Proceeds (to the  extent in the  form of cash,  including cash  received
upon the  liquidation of  or principal  payment  on any  non-cash  asset
previously received), and (v) on the date of the receipt by Holdings  of
any Permitted Equity  Proceeds so long  as Holdings  has contributed  or
loaned such Permitted Equity Proceeds to the Borrower in accordance with
Section 4.02(A)(d), by an amount equal to 100% of such Permitted  Equity
Proceeds, and (B)  reduced (i) on  each Excess Cash  Payment Date  where
Excess Cash Flow for the immediately  preceding Excess Cash Flow  Period
is a  negative number,  by such  amount, (ii)  at the  time any  Capital
Expenditure is made pursuant to Section 8.09(d), by the amount  thereof,
(iii) at the time  any Permitted Acquisition is  made, by the amount  of
Excess Proceeds expended in connection therewith,  (iv) at the time  any
investment is made pursuant to Section 8.06(y), by the amount of  Excess
Proceeds expended in connection therewith, (v) at the time when Holdings
redeems or  repurchases  Baxter  Preferred  Stock  pursuant  to  Section
8.07(viii),  by  the  aggregate  amount  so  expended  by  Holdings   in
connection therewith, (vi) at the time when the Borrower or any Domestic
Subsidiary makes an Intercompany Loan  to a Foreign Subsidiary  pursuant
to Section 8.06(g), by the amount  (if any) of Excess Proceeds  expended
in connection therewith, and (vii) at the time when the Borrower or  any
Domestic Subsidiary  makes  a contribution  to  or a  capitalization  or
forgiveness of  Indebtedness  of  any  Foreign  Subsidiary  pursuant  to
Section 8.06(m), by the amount (if  any) of Excess Proceeds expended  in
connection therewith  (it  being  understood that  the  Excess  Proceeds
Amount may be reduced to an amount below zero after giving effect to the
reductions enumerated in clause (B) above).
<PAGE>
          "Existing Credit Agreement" shall  mean the Credit  Agreement,
dated as  of  December  20, 1994,  among  Holdings,  the  Borrower,  the
financial institutions  from time  to time  party thereto  and BTCo,  as
Agent.

          "Existing Indebtedness"  shall have  the meaning  provided  in
Section 6.24.

          "Existing Indebtedness  Agreements" shall  have  the  meaning
provided in Section 5.12.

          "Existing Senior Subordinated  Notes" shall  have the  meaning
provided such term in the Original Credit Agreement.

          "Facility" shall mean any of the credit facilities established
under this Agreement, i.e.,  the A Term Loan  Facility, the B Term  Loan
Facility, the C  Term Loan  Facility, the D  Term Loan  Facility or  the
Revolving Loan Facility.

          "Facing Fee"  shall  have  the  meaning  provided  in  Section
3.01(c).

          "Fees" shall mean all amounts payable pursuant to, or referred
to in, Section 3.01.

          "Foreign Cash Equivalents" shall mean certificates of  deposit
or bankers acceptances of any bank  organized under the laws of  Canada,
Japan or any country that is a member of the European Economic Community
whose short-term commercial paper rating from S&P is at least A-1 or the
equivalent thereof or  from Moody's is  at least P-1  or the  equivalent
thereof, in each  case with maturities  of not more  than twelve  months
from the date of acquisition.

          "Foreign Pension Plan" shall mean  any plan, fund (including,
without limitation, any  superannuation fund) or  other similar  program
established or  maintained  outside  the United  States  of  America  by
Holdings or  any one  or  more of  its  Subsidiaries primarily  for  the
benefit of employees of Holdings  or such Subsidiaries residing  outside
the United States of America, which plan, fund or other similar  program
provides, or  results in,  retirement income,  a deferral  of income  in
contemplation of retirement or payments to  be made upon termination  of
employment, and which plan is not subject to ERISA or the Code.

          "Foreign  Subsidiary"  shall  mean  each  Subsidiary  of   the
Borrower that is incorporated under the  laws of any jurisdiction  other
than the United States of America,  any State thereof, or any  territory
thereof.

          "Foreign Subsidiary Working  Capital Indebtedness" shall  have
the meaning provided in Section 8.04(j).

          "GAAP" shall mean generally accepted accounting principles  in
the United States of America  as in effect from  time to time; it  being
understood and agreed  that determinations in  accordance with GAAP  for
purposes of  Section 8,  including defined  terms as  used therein,  are
subject (to the extent provided therein) to Section 12.07(a).

          "GS  Capital"  shall  mean  G.S.  Capital  Partners,  L.P.,  a
Delaware limited partnership.
<PAGE>
          "Guaranteed Creditors"  shall mean  and  include each  of  the
Agent, the Collateral Agent,  the Banks and each  party (other than  any
Credit Party) party to  an Interest Rate  Protection Agreement or  Other
Hedging Agreement  to  the  extent  such  party  constitutes  a  Secured
Creditor under the Security Documents.

          "Guaranteed Obligations" shall  mean (i) the  full and  prompt
payment when due  (whether at the  stated maturity,  by acceleration  or
otherwise) of the  principal and  interest on  each Note  issued by  the
Borrower to each  Bank, and  Loans made,  under this  Agreement and  all
reimbursement obligations and Unpaid Drawings with respect to Letters of
Credit, together with all  the other obligations (including  obligations
which, but for the automatic stay under Section 362(a) of the Bankruptcy
Code, would become due) and liabilities (including, without  limitation,
indemnities, fees and interest thereon) of the Borrower to such Bank now
existing or hereafter incurred  under, arising out  of or in  connection
with this Agreement or any other Credit Document and the due performance
and compliance with all the  terms, conditions and agreements  contained
in the Credit  Documents by the  Borrower and (ii)  the full and  prompt
payment  when  due  (whether  by  acceleration  or  otherwise)  of   all
obligations (including  obligations which,  but for  the automatic  stay
under Section 362(a) of  the Bankruptcy Code, would  become due) of  the
Borrower owing  under any  such Interest  Rate Protection  Agreement  or
Other Hedging  Agreement entered  into by  the Borrower  or any  of  its
Subsidiaries with any Bank or any  affiliate thereof (even if such  Bank
subsequently ceases to by a Bank under this Agreement for any reason) so
long as  such  Bank or  affiliate  participates in  such  Interest  Rate
Protection Agreement or  Other Hedging Agreement,  and their  subsequent
assigns, if any, whether now in existence or hereafter arising, and  the
due performance and compliance with all terms, conditions and agreements
contained therein.

          "Guarantor" shall mean Holdings and each Subsidiary Guarantor.

          "Guaranty"  shall  mean  and  include  each  of  the  Holdings
Guaranty and the Subsidiary Guaranty.

          "Hazardous Materials"  shall  mean (a)  any  petrochemical  or
petroleum products, radioactive materials, asbestos in any form that  is
or could become friable, urea formaldehyde foam insulation, transformers
or other equipment  that contain dielectric  fluid containing levels  of
polychlorinated  biphenyls,  and  radon  gas;  and  (b)  any  chemicals,
materials or  substances defined  as or  included in  the definition  of
"hazardous  substances,"  "hazardous  wastes,"  "hazardous   materials,"
"restricted  hazardous   materials,"   "extremely   hazardous   wastes,"
"restrictive hazardous wastes," "toxic substances," "toxic  pollutants,"
"contaminants"  or  "pollutants,"  or  words  of  similar  meaning   and
regulatory effect.

          "Holdings" shall  have  the  meaning  provided  in  the  first
paragraph of this Agreement.

          "Holdings  Class  L  Common  Stock"  shall  have  the  meaning
provided in Section 6.16.

          "Holdings Common  Stock" shall  have the  meaning provided  in
Section 6.16.

          "Holdings  Guaranty"  shall  mean  the  guaranty  of  Holdings
pursuant to Section 13.
<PAGE>
          "Holdings Tax Allocation Agreement" shall mean the Tax Sharing
Agreement, dated  as  of  December 20,  1994,  among  Holdings  and  the
Borrower and its Domestic Subsidiaries.

          "Indebtedness" of any  Person shall  mean without  duplication
(i) all  indebtedness  of  such Person  for  borrowed  money,  (ii)  the
deferred purchase price  of assets or  services payable  to the  sellers
thereof or any of such seller's assignees which in accordance with  GAAP
would be shown on the liability side of the balance sheet of such Person
but excluding deferred rent as determined in accordance with GAAP, (iii)
the face amount of all letters of credit issued for the account of  such
Person and, without duplication, all  drafts drawn thereunder, (iv)  all
Indebtedness of a  second Person  secured by  any Lien  on any  property
owned by such first  Person, whether or not  such Indebtedness has  been
assumed, (v) all Capitalized Lease Obligations of such Person, (vi)  all
obligations of such Person to pay  a specified purchase price for  goods
or services whether or not delivered or accepted, i.e., take-or-pay  and
similar  obligations,  (vii)   all  obligations   under  Interest   Rate
Protection Agreements  and  Other  Hedging  Agreements  and  (viii)  all
Contingent Obligations of such Person, provided, that Indebtedness shall
not include trade payables and accrued expenses, in each case arising in
the ordinary course of business.

          "Indebtedness to be  Refinanced" shall  mean the  indebtedness
arising pursuant to the Original Credit Agreement.

          "Intercompany Loan" shall have the meaning provided in Section
8.06(g).

          "Intercompany Notes"  shall mean  promissory notes  evidencing
Intercompany Loans (x) at  any time prior  to the Restatement  Effective
Date, in the form of Exhibit M to the Original Credit Agreement and  (y)
thereafter, in the form of Exhibit I.

          "Interest Coverage  Ratio" shall  mean,  for any  period,  the
ratio of Consolidated EBITDA to  Consolidated Interest Expense for  such
period.

          "Interest Period," with respect to any Eurodollar Loan,  shall
mean the interest period applicable  thereto, as determined pursuant  to
Section 1.09.

          "Interest Rate Protection Agreement" shall mean  any interest
rate swap agreement, interest rate  cap agreement, interest rate  collar
agreement, interest rate hedging agreement or other similar agreement or
arrangement.

          "Interest  Reduction  Discount"  shall  mean  initially  zero,
provided that  from and  after the  first day  of any  Margin  Reduction
Period (the "Start Date") to and  including the last day of such  Margin
Reduction Period (the "End Date"), the Interest Reduction Discount shall
be the respective percentage per annum  set forth in clause (A), (B)  or
(C) below if, but only if, as of the last day of the most recent  fiscal
quarter or year,  as the case  may be, ended  immediately prior to  such
Start Date (the "Test Date"), the condition set forth in clause (A), (B)
or (C) below is met:

               (A) 1/4 of 1% if the Leverage Ratio on such Test Date  is
          less than 3.5:1.0;

               (B) 1/2 of 1% if the Leverage Ratio on such Test Date  is
          less than 3.00:1.00; or
<PAGE>
               (C) 3/4 of 1% if the Leverage Ratio on such Test Date  is
          less than 2.5:1.00.

Notwithstanding  anything  to  the  contrary  contained  above  in  this
definition, the Interest Reduction  Discount shall be  zero at any  time
when an Event of Default shall exist.

          "Investor Certificate" shall have the meaning provided in  the
Accounts Receivable Pooling and Servicing Agreement.

          "IVD Services Agreement"  shall mean  the Transition  Services
Agreement, dated as of the Original Effective Date, between the Borrower
and the Seller, as amended, modified  or supplemented from time to  time
in accordance with the terms hereof and thereof.

          "L/C  Supportable   Indebtedness"  shall   mean  (i)   Foreign
Subsidiary  Working  Capital  Indebtedness,  (ii)  obligations  of   the
Borrower or its Subsidiaries incurred in the ordinary course of business
with respect to insurance obligations and workers' compensation,  surety
bonds and  other  similar statutory  obligations  and (iii)  such  other
obligations of the Borrower or any of its Subsidiaries as are reasonably
acceptable to the Agent and the  respective Letter of Credit Issuer  and
otherwise permitted to exist pursuant to the terms of this Agreement.

          "Leasehold" of any Person shall mean  all of the right,  title
and interest  of such  Person as  lessee or  licensee in,  to and  under
leases or licenses of land, improvements and/or fixtures.

          "Letter of Credit" shall have the meaning provided in  Section
2.01(a).

          "Letter of  Credit Fee"  shall have  the meaning  provided  in
Section 3.01(b).

          "Letter of Credit  Issuer" shall mean  BTCo, and  any RL  Bank
which at the request of the Borrower  and with the consent of the  Agent
agrees, in such RL Bank's sole discretion, to become a Letter of  Credit
Issuer for the purpose of issuing Letters of Credit pursuant to  Section
2.

          "Letter of Credit Outstandings" shall  mean, at any time,  the
sum of,  without duplication,  (i) the  aggregate Stated  Amount of  all
outstanding Letters  of Credit  and (ii)  the  aggregate amount  of  all
Unpaid Drawings in respect of all Letters of Credit.

          "Letter of Credit Request" shall have the meaning provided  in
Section 2.02(a).

          "Leverage Ratio"  shall  mean,  at  any  time,  the  ratio  of
Consolidated Debt at  such time  (excluding any  Indebtedness under  the
Accounts  Receivable  Facility  to  the  extent  otherwise  included  in
Consolidated Debt) to Consolidated EBITDA for the Test Period then  last
ended.

          "Lien" shall  mean any  mortgage, pledge,  security  interest,
encumbrance, lien or charge of any kind (including any agreement to give
any of  the foregoing,  any conditional  sale or  other title  retention
agreement, any financing or similar statement or notice filed under  the
UCC or any  similar recording or  notice statute, and  any lease  having
substantially the same effect as the foregoing).
<PAGE>
          "Loan" shall  mean  each  and every  Loan  made  by  any  Bank
hereunder, including A Term  Loans, B Term Loans,  C Term Loans, D  Term
Loans, Revolving Loans or Swingline Loans.

          "Majority  Banks"  of  any  Facility  shall  mean  those  Non-
Defaulting Banks which would constitute the Required Banks under, and as
defined in, this Agreement if all  outstanding Obligations of the  other
Facilities under this Agreement were repaid in full and all  Commitments
with respect thereto were terminated.

          "Management Agreements"  shall have  the meaning  provided  in
Section 5.12.

          "Mandatory Borrowing"  shall  have  the  meaning  provided  in
Section 1.01(C).

          "Margin Reduction Period" shall  mean each period which  shall
commence on  a date  on which  the  financial statements  are  delivered
pursuant to Section 7.01(b) or (c), as the case may be, and which  shall
end on  the earlier  of (i)  the date  of actual  delivery of  the  next
financial statements pursuant to Section 7.01(b) or (c), as the case may
be, and (ii) the latest date on which the next financial statements  are
required to be delivered pursuant to Section 7.01(b) or (c), as the case
may be; provided  that no Margin  Reduction Period shall  commence on  a
date occurring prior  to the date  of delivery  of financial  statements
pursuant to Section 7.01(b) in respect of the fiscal quarter ending June
30, 1997.

          "Margin Stock" shall have  the meaning provided in Regulation
U.

          "Material Adverse Effect" shall mean a material adverse effect
on the business, properties,  assets, liabilities, condition  (financial
or otherwise)  or  prospects of  the  Acquired Business,  the  Borrower,
Holdings, Holdings and its Subsidiaries taken as a whole or the Borrower
and its Subsidiaries taken as a whole.

          "Material  Contracts"  shall  have  the  meaning  provided  in
Section 5.12.

          "Maturity Date" with respect to any Facility shall mean either
the A Term Loan Maturity Date, the B Term Loan Maturity Date, the C Term
Loan Maturity Date, the D Term Loan Maturity Date or the Revolving  Loan
Maturity Date, as the case may be.

          "Maximum Funding  Amount"  shall  mean the  sum  of  (x)  with
respect to  outstanding Investor  Certificates and  Purchased  Interests
that have fixed principal amounts, such  principal amounts and (y)  with
respect to  Investor  Certificates  or  Purchased  Interests  that  have
variable principal amounts, the Receivables Stated Amounts thereof.

          "Maximum Swingline Amount" shall mean $10,000,000.

          "Minimum Borrowing Amount" shall mean (i) for Base Rate  Loans
(other than  Swingline Loans),  $1,000,000; (ii)  for Eurodollar  Loans,
$2,000,000 and (iii) for Swingline Loans, $500,000.

          "Mortgages" shall  mean  all  Mortgages  (as  defined  in  the
Original Credit Agreement) granted by the Borrower and its  Subsidiaries
pursuant to  the  Original Credit  Agreement  and which  have  not  been
released prior to the Restatement Effective Date.
<PAGE>
          "Mortgage Policies" shall  mean the  Mortgage Policies under,
and as defined in, the Original Credit Agreement.

          "Mortgaged Properties"  shall mean  and include  (i) all  Real
Properties owned and leased by Holdings and its Domestic Subsidiaries to
the extent designated as such on  Annex III and (ii) each Real  Property
subjected to a mortgage in favor of the Collateral Agent for the benefit
of the Secured Creditors pursuant to Section 7.11.

          "NAIC" shall have the meaning provided in Section 1.10(c).

          "Net Proceeds" shall mean, with respect to any Asset Sale, the
Proceeds resulting therefrom net of (a) cash expenses of sale (including
brokerage fees, if any, transfer taxes and payment of principal, premium
and interest of Indebtedness other than the Loans required to be  repaid
as a result of such Asset Sale) and (b) incremental income taxes paid or
payable as a result thereof.

          "New Banks" shall mean each of  the Persons listed on Annex  I
hereto which is not a Continuing Bank.

          "Non-Compete Agreements" shall  have the  meaning provided  in
Section 5.12.

          "Non-Continuing Bank"  shall  have  the  meaning  provided  in
Section 12.17.

          "Non-Defaulting Bank"  shall  mean  each  Bank  other  than  a
Defaulting Bank.

          "Note" shall mean each A Term  Note, each B Term Note, C  Term
Note, D Term Note, each Revolving Note and the Swingline Note.

          "Notice of  Borrowing"  shall  have the  meaning  provided  in
Section 1.03.

          "Notice of  Conversion" shall  have  the meaning  provided  in
Section 1.06.

          "Notice Office" shall mean the office of the Agent located  at
One Bankers Trust Plaza, New York, New York  10006 or such other  office
as the Agent may designate to Holdings, the Borrower and the Banks  from
time to time.

          "Obligations" shall  mean  all amounts,  direct  or  indirect,
contingent or absolute, of  every type or description,  and at any  time
existing, owing to the Agent, the Collateral Agent or any Bank  pursuant
to the terms of this Agreement or any other Credit Document.

          "Original Bank" shall mean each Person which was a Bank under,
and as defined in, the Original Credit Agreement.

          "Original Credit Agreement" shall have the meaning provided in
the first "Whereas" clause of this Agreement.

          "Original Effective Date" shall mean the Effective Date under,
and as defined in, the Original Credit Agreement.

          "Original Letters of Credit"  shall have the meaning  provided
in Section 2.01(d).
<PAGE>
          "Original Loans" shall  mean the Loans  under, and as  defined
in, the Original Credit Agreement.

          "Original Refinancing" shall mean the Refinancing as such term
is defined in the Original Credit Agreement.

          "Original Refinancing  Documents" shall  mean the  Refinancing
Documents as such term is defined in the Original Credit Agreement.

          "Original Transaction" shall mean the Transaction as such term
is defined in the Original Credit Agreement.

          "Other Hedging  Agreements" shall  mean any  foreign  exchange
contracts, currency  swap  agreements  or other  similar  agreements  or
arrangements  designed  to  protect  against  fluctuations  in  currency
values.

          "Participant" shall  have  the  meaning  provided  in  Section
2.04(a).

          "Payment Office" shall mean the office of the Agent located at
One Bankers Trust Plaza, New York, New York  10006 or such other  office
as the Agent may designate to Holdings, the Borrower and the Banks  from
time to time.

          "PBGC" shall  mean the  Pension Benefit  Guaranty  Corporation
established pursuant to Section 4002 of ERISA, or any successor thereto.

          "Pension Plan Refund"  shall mean  any cash  payments (net  of
reasonable costs  associated  therewith, including  income,  excise  and
other  taxes  payable  thereon)  received  by  Holdings  and/or  of  its
Subsidiaries from any return of any surplus assets from any single  Plan
or Foreign Pension Plan.

          "Permitted Acquisition"  shall have  the meaning  provided  in
Section 8.02(u).

          "Permitted Covenant"  shall mean  (i) any  periodic  reporting
covenant, (ii)  any  covenant  restricting  payments  by  Holdings  with
respect to any securities of Holdings which are junior to the  Permitted
Holdings PIK Securities,  (iii) any covenant  the default  of which  can
only result  in an  increase  in the  amount  of any  redemption  price,
repayment amount, dividend rate or interest rate, (iv) any covenant  the
default of which gives rise only to rights or remedies which are subject
to subordination  terms  reasonably acceptable  to  the Agent,  (v)  any
covenant providing  board observance  rights with  respect to  Holdings'
board of directors and (vi) any  other covenant that does not  adversely
affect the  interests of  the Banks  (as  reasonably determined  by  the
Agent).
<PAGE>
          "Permitted  Encumbrances"   shall   mean  (i)   those   liens,
encumbrances and other matters affecting title to any Mortgaged Property
listed in the  Mortgage Policies in  respect thereof and  found, on  the
date of delivery of  such Mortgage Policies to  the Agent in  accordance
with the terms hereof,  reasonably acceptable by the  Agent, (ii) as  to
any  particular  Mortgaged  Property   at  any  time,  such   easements,
encroachments, covenants, rights of  way, minor defects,  irregularities
or encumbrances on title which do not, in the reasonable opinion of  the
Agent, materially impair  such Mortgaged  Property for  the purpose  for
which it is  held by  the mortgagor  thereof, or  the lien  held by  the
Collateral Agent, (iii) municipal and  zoning ordinances, which are  not
violated in any material  respect by the  existing improvements and  the
present use made by the mortgagor thereof of the Premises (as defined in
the respective Mortgage), (iv) general real estate taxes and assessments
not yet delinquent, and (v) such other items as the Agent may consent to
(such consent not to be unreasonably withheld).

          "Permitted Equity Proceeds" shall have the meaning provided in
Section 4.02(A)(d).

          "Permitted Holdings PIK Securities"  shall mean any  preferred
stock or subordinated promissory  note of Holdings  (or any security  of
Holdings that is convertible or exchangeable into any preferred stock or
subordinated promissory note of Holdings), so  long as the terms of  any
such preferred  stock,  subordinated  promissory  note  or  security  of
Holdings (i) do not provide any collateral security, (ii) do not provide
any guaranty or other support by the Borrower or any Subsidiaries of the
Borrower, (iii) do not contain any mandatory put, redemption, repayment,
sinking fund or  other similar provision  occurring before the  eleventh
anniversary of the Original Effective Date, (iv) do not require the cash
payment of dividends or interest before the eleventh anniversary of  the
Original Effective Date, (v) do not contain any covenants other than any
Permitted Covenant, (vi)  do not grant  the holders  thereof any  voting
rights except  for (x)  voting rights  required to  be granted  to  such
holders under applicable law and (y) limited customary voting rights  on
fundamental  matters   such  as   mergers,  consolidations,   sales   of
substantial assets, or  liquidations involving Holdings,  and (vii)  are
otherwise reasonably satisfactory to the Agent.

          "Permitted Liens" shall have  the meaning provided in  Section
8.03.

          "Permitted Strategic Equity Issuance" shall mean any  issuance
of Holdings common stock to a Person, so long as (i) the purpose of such
investment in Holdings by such Person is to form or enhance a  strategic
alliance or relationship with Holdings and/or its Subsidiaries and  (ii)
after giving effect to any such issuance of Holdings common stock,  such
Person and its  Affiliates shall  not own more  than 20%  of the  common
stock of Holdings on a fully diluted basis.

          "Person"  shall  mean   any  individual,  partnership,   joint
venture, firm,  corporation,  limited  liability  company,  association,
trust or other enterprise or any government or political subdivision  or
any agency, department or instrumentality thereof.

          "Plan" shall mean any multiemployer or single-employer plan as
defined in Section 4001 of ERISA, which is maintained or contributed  to
by (or to which there is  an obligation to contribute of) Holdings,  any
of its Subsidiaries or  any ERISA Affiliate and  each such plan for  the
five calendar year period immediately following the latest date on which
Holdings, any of  its Subsidiaries  or any  ERISA Affiliate  maintained,
contributed to or had an obligation to contribute to such plan.
<PAGE>
          "Pledge Agreement" shall mean  the Pledge Agreement, dated  as
of May 7, 1996,  made by  Holdings, the  Borrower, and  each Subsidiary
Guarantor in favor  of Bankers Trust  Company, as  Collateral Agent,  as
such agreement may  be modified, amended  or supplemented  from time  to
time,  including,  without  limitation,  as  modified  by  the  Security
Documents Acknowledgment and Amendment.

          "Pledged Securities" shall mean all the Pledged Securities  as
defined the Pledge Agreement.

          "Prime Lending Rate" shall mean the rate which BTCo  announces
from time to time as its prime  lending rate, the Prime Lending Rate  to
change when and as such prime  lending rate changes.  The Prime  Lending
Rate is a reference rate and  does not necessarily represent the  lowest
or best rate actually charged to any customer.  BTCo may make commercial
loans or other loans at rates of  interest at, above or below the  Prime
Lending Rate.

          "Proceeds" shall mean,  with respect  to any  Asset Sale, the
aggregate cash payments (including any cash received by way of  deferred
payment pursuant to  a note receivable  issued in  connection with  such
Asset Sale, other than the portion of such deferred payment constituting
interest, but only as and when so received) received by Holdings  and/or
any of its Subsidiaries from such Asset Sale.

          "Projections" shall mean  the Projections as  defined in,  and
delivered  pursuant  to  the   requirements  of,  the  Original   Credit
Agreement.

          "Purchased Interest" shall  have the meaning  provided in  the
Accounts Receivable Pooling and Servicing Agreement.

          "Quarterly Payment Date" shall mean  the last Business Day  of
each March, June, September and December.

          "Real Property" of  any Person shall  mean all  of the  right,
title and  interest of  such Person  in and  to land,  improvements  and
fixtures, including Leaseholds.

          "Receivables Entity" shall mean  a Wholly-Owned Subsidiary  of
the Borrower which  engages in no  activities other  than in  connection
with the  financing  of accounts  receivable  of the  Designated  Credit
Parties and which is designated (as  provided below) as the  Receivables
Entity (a)  no portion  of the  Indebtedness  or any  other  obligations
(contingent or otherwise) of which (i) is guaranteed by Holdings or  any
other Subsidiary of Holdings (excluding guarantees of obligations (other
than the  principal  of, and  interest  on, Indebtedness))  pursuant  to
Standard Securitization Undertakings, (ii)  is recourse to or  obligates
Holdings or  any other  Subsidiary of  Holdings in  any way  other  than
pursuant to Standard Securitization  Undertakings or (iii) subjects  any
property or  asset of  Holdings or  any  other Subsidiary  of  Holdings,
directly or indirectly, contingently  or otherwise, to the  satisfaction
thereof, other than  pursuant to  Standard Securitization  Undertakings,
(b) with which  neither Holdings  nor any  of its  Subsidiaries has  any
contract, agreement, arrangement or  understanding (other than  pursuant
to the Accounts Receivable Facility Documents (including with respect to
fees payable in the ordinary course  of business in connection with  the
servicing of  accounts receivable  and related  assets)) on  terms  less
favorable to  Holdings  or such  Subsidiary  than those  that  might  be
obtained at the time from persons  that are not Affiliates of  Holdings,
and (c) to which neither Holdings  nor any other Subsidiary of  Holdings
has any  obligation  to maintain  or  preserve such  entity's  financial
<PAGE>
condition or cause such  entity to achieve  certain levels of  operating
results.  Any such designation shall be evidenced to the Agent by filing
with the Agent an officer's certificate of the Borrower certifying that,
to the best of  such officer's knowledge  and belief after  consultation
with counsel, such designation complied with the foregoing conditions.

          "Receivables Purchase Money  Note" shall  mean those  purchase
money notes issued by  the Receivables Entity  to the Designated  Credit
Parties pursuant  to  the  terms of  the  Accounts  Receivable  Facility
Documents.

          "Receivable Stated  Amount" shall  mean,  with respect to  an
Investor Certificate or a Purchased Interest, the maximum amount of  the
funding commitment with respect thereto.

          "Recovery Event" shall mean the receipt by Holdings or any  of
its Subsidiaries of any insurance  or condemnation proceeds payable  (i)
by reason of  any theft,  physical destruction  or damage  or any  other
similar event with respect  to any properties or  assets of Holdings  or
any of  its  Subsidiaries,  (ii) by  reason  any  condemnation,  taking,
seizing or similar  event with respect  to any properties  or assets  of
Holdings or  any of  its  Subsidiaries and  (iii)  under any  policy  of
insurance required to be maintained under Section 7.03.

          "Refinancing" shall mean the refinancing and repayment in full
of all amounts  outstanding under, and  the termination in  full of  all
commitments  and  letters  of  credit  (other  than  letters  of  credit
incorporated hereunder as Original Letters of Credit pursuant to Section
2.01(d)) in respect of, the Indebtedness to be Refinanced, in each  case
in accordance with the provisions of Section 5.09(a).

          "Refinancing Documents"  shall mean  each of  the  agreements,
documents  and  instruments   entered  into  in   connection  with   the
Refinancing.

          "Registration Rights  Agreement" shall  mean the  Registration
Rights Agreement, dated  as of December  20, 1994,  among Holdings,  the
Borrower, Bain  Capital and  GS Capital,  as the  same may  be  amended,
modified or supplemented from time to time, in accordance with the terms
hereof and thereof.

          "Register" shall have the meaning provided in Section 7.13.

          "Regulation D"  shall  mean  Regulation  D  of  the  Board  of
Governors of the Federal Reserve System  as from time to time in  effect
and any  successor to  all or  a  portion thereof  establishing  reserve
requirements.

          "Regulation U"  shall  mean  Regulation  U  of  the  Board  of
Governors of the Federal Reserve System  as from time to time in  effect
and any  successor  to all  or  a portion  thereof  establishing  margin
requirements.

          "Related Fund" shall mean, with respect to any Bank that is  a
fund that invests in loans, any other fund that invests in loans and  is
managed by the same investment advisor  as such Bank or by an  Affiliate
of such investment advisor.
<PAGE>
          "Related Party" shall mean (i) in the case of GS Capital,  (a)
stockholders or partners of  GS Capital or  (b) any trust,  corporation,
partnership or other entity, the beneficiaries, stockholders,  partners,
owners or  Persons  beneficially  holding an  80%  or  more  controlling
interest of  which  consist of  GS  Capital and/or  such  other  Persons
referred to in the immediately preceding clause (i)(a), and (ii) in  the
case of Bain  Capital, any Affiliate  of Bain Capital  on the  Effective
Date, provided that for purposes of the definition of "Change of Control
Event," the  term Related  Party shall  not  include (x)  any  portfolio
company of Bain  Capital or  any Affiliate of  Bain Capital  or (y)  any
officer or director of Holdings or any of its Subsidiaries if not also a
partner or stockholder of Bain Capital.

          "Release" means disposing,  discharging, injecting,  spilling,
pumping,  leaking,  leaching,  dumping,  emitting,  escaping,  emptying,
seeping, placing, pouring and the like,  into or upon any land or  water
or air, or otherwise entering into the environment.

          "Replaced Bank"  shall have  the meaning  provided in  Section
1.13.

          "Replacement Bank" shall have the meaning provided in  Section
1.13.

          "Reportable Event" shall  mean an event  described in  Section
4043(c) of ERISA with respect  to a Plan other  than those events as  to
which the 30-day notice period is waived under subsection .13, .14, .16,
 .18, .19 or .20 of PBGC Regulation Section 2615.

          "Required Banks" shall  mean Non-Defaulting Banks  the sum  of
whose outstanding  Term Loans  and Revolving  Loan Commitments  (or,  if
after  the  Total  Revolving   Loan  Commitment  has  been   terminated,
outstanding Revolving Loans and RL Percentages of outstanding  Swingline
Loans and Letter of Credit Outstandings) constitute greater than 50%  of
the sum of (i) the total outstanding Term Loans of Non-Defaulting  Banks
and  (ii)  the  Total  Revolving  Loan  Commitment  less  the  aggregate
Revolving Loan Commitments of Defaulting Banks  (or, if after the  Total
Revolving Loan  Commitment has  been terminated,  the total  outstanding
Revolving Loans of Non-Defaulting Banks and the aggregate RL Percentages
of all Non-Defaulting Banks of the total outstanding Swingline Loans and
Letter of Credit Outstandings at such time).

          "Restatement Effective Date" shall  have the meaning  provided
in Section 12.10.

          "Restructuring Expenditures" shall  mean nonrecurring  charges
arising  out   of  the   restructuring,  consolidation,   severance   or
discontinuance of  any portion  of the  operations  of any  entities  or
businesses of  Holdings  and its  Subsidiaries  in connection  with  the
Acquisition and the Baxter Acquisition.

          "Restructuring Reserves" shall mean reserves maintained on the
consolidated balance sheet of Holdings and its Subsidiaries with respect
to Restructuring Expenditures.

          "Returns" shall have the meaning provided in Section 6.23.

          "Revolving Loan" shall  have the meaning  provided in Section
1.01(A)(e).
<PAGE>
          "Revolving Loan Commitment" shall  mean, with respect to  each
Bank, the amount set forth opposite such Bank's name in Annex I directly
below the column entitled "Revolving Loan  Commitment," as the same  may
be reduced from  time to time  pursuant to Section  3.02, 3.03,  4.01(b)
and/or 9 or otherwise modified pursuant to Section 1.13 and/or 12.04(b).

          "Revolving Loan Facility" shall mean the Facility evidenced by
the Total Revolving Loan Commitment.

          "Revolving Loan Maturity Date" shall mean December 31, 2001.

          "Revolving Note" shall  have the meaning  provided in  Section
1.05(a).

          "RL Bank" shall mean  at any time each  Bank with a  Revolving
Loan Commitment or with outstanding Revolving Loans.

          "RL Percentage" shall mean at any  time for each RL Bank,  the
percentage obtained by dividing such RL Bank's Revolving Loan Commitment
by the  Total Revolving  Loan Commitment;  provided, that  if the  Total
Revolving Loan Commitment has been terminated, the RL Percentage of each
RL Bank shall be  determined by dividing such  RL Bank's Revolving  Loan
Commitment immediately prior to such termination by the Total  Revolving
Loan Commitment immediately prior to such termination.

          "Rollover Amount" shall have  the meaning provided in  Section
8.09(b).

          "Scheduled A  Repayment" shall  have the  meaning provided  in
Section 4.02(A)(b)(i).

          "Scheduled B  Repayment" shall  have the  meaning provided  in
Section 4.02(A)(b)(ii).

          "Scheduled C  Repayment" shall  have the  meaning provided  in
Section 4.02(A)(b)(iii).

          "Scheduled D  Repayment" shall  have the  meaning provided  in
Section 4.02(A)(b)(iv).

          "Scheduled Repayment" shall  mean any  Scheduled A  Repayment,
Scheduled B Repayment, Scheduled C Repayment and Scheduled D Repayment.

          "SEC" shall mean the Securities and Exchange Commission or any
successor thereto.

          "Section  4.04(b)(ii)  Certificate"  shall  have  the  meaning
provided in Section 4.04(b)(ii).

          "Secured Creditors"  shall have  the meaning  provided in  the
respective Security Documents.

          "Security Agreement" shall mean the Security Agreement, dated
as of May 7, 1996, made by Holdings, the  Borrower, and each Subsidiary
Guarantor in favor of Bankers Trust Company, as the Collateral Agent, as
such agreement may  be modified, amended  or supplemented  from time  to
time,  including,  without  limitation,  as  modified  by  the  Security
Documents Acknowledgment and Amendment.

          "Security Agreement Collateral" shall mean all "Collateral" as
defined in the Security Agreement.
<PAGE>
          "Security Documents"  shall  mean  and  include  the  Security
Documents Acknowledgment  and Amendment,  the Security  Agreement,   the
Pledge Agreement, each Mortgage,  each Additional Security Document,  if
any and  each other  document or  instrument  entered into  pursuant  to
Sections 5.10 and 7.16, if  any, in each case  as and when executed  and
delivered in accordance with the terms of this Agreement and as the same
may be amended, modified or supplemented from time to time in accordance
with the terms thereof and hereof.

          "Security Documents Acknowledgment  and Amendment" shall have
the meaning provided in Section 5.10(a).

          "Seeded Instrument  Sale" shall  mean  the sale,  transfer  or
other disposition of seeded  instruments of the  Borrower and/or one  or
more of its Subsidiaries to a financial institution.

          "Seeded Instrument Transaction"  shall mean  a transaction  in
which (i) the Borrower  and/or one or more  of its Subsidiaries sells  a
seeded instrument  to  a  financial  institution,  (ii)  such  financial
institution  leases  such  instrument  back  to  the  Borrower  or  such
Subsidiary and  (iii) the  Borrower or  such Subsidiary  subleases  such
seeded instruments  to third  party customers  of the  Borrower or  such
Subsidiary conducting business in Spain, Italy or Japan.

          "Seller" shall mean, collectively, E.I.  du Pont de Nemours  &
Co., a Delaware corporation, and its Affiliates.

          "Seller Account"  shall  have  the  meaning  provided  in  the
Accounts Receivable Facility Documents.

          "Senior  Officer"   shall   mean  Chief   Executive   Officer,
President, Chief Financial Officer,  Treasurer, Controller or  Secretary
or any other senior officer of Holdings or any of its Subsidiaries  with
knowledge of,  or  responsibility for,  the  financial affairs  of  such
Person.

          "Senior Subordinated Note  Documents" shall  mean and  include
each of  the documents  and other  agreements entered  into  (including,
without limitation, the Senior Subordinated Note Indenture) relating  to
the issuance by  the Borrower of  the Senior Subordinated  Notes, as  in
effect on the Original Effective Date (to the extent thereof) and as the
same may be entered into, modified, supplemented or amended from time to
time pursuant to the terms hereof and thereof.

          "Senior Subordinated Note Indenture" shall mean the  Indenture
entered into by and between the  Borrower and IBJ Schroder Bank &  Trust
Company, as trustee thereunder, as in  effect on the Original  Effective
Date and as the same may be modified, amended or supplemented from  time
to time in accordance with the terms hereof and thereof.

          "Senior Subordinated  Notes" shall  mean the  Series A  Senior
Subordinated Notes and any Series B Senior Subordinated Notes issued  in
exchange  therefor  in   accordance  with  the   terms  of  the   Senior
Subordinated Note Indenture.

          "Series A Senior Subordinated Notes" shall mean the Borrower's
11-1/8% Senior Subordinated Notes due 2006, as in effect on the Original
Effective Date and as the same may be modified, supplemented or  amended
from time to time pursuant to the terms hereof and thereof.
<PAGE>
          "Series B Senior Subordinated Notes" shall mean the Borrower's
11-1/8% Series B Senior Subordinated Notes  due 2006 issued in  exchange
for Series A  Senior Subordinated Notes,  in the form  set forth in  the
Senior  Subordinated  Note  Indenture  as  in  effect  on  the  Original
Effective Date, and as  such Series B Senior  Subordinated Notes may  be
modified, supplemented or  amended from time  to time,  pursuant to  the
terms hereof and thereof.

          "Services  Agreement"  shall   mean,  collectively,  (i)   the
Transition Services  Agreement, dated  as of  December 20,  1994,  among
Holdings, the Borrower and Baxter, as amended, modified or  supplemented
from time to time, in accordance  with the terms hereof and thereof  and
(ii) the IVD Services Agreement.

          "Shareholder Subordinated Note" shall mean an unsecured junior
subordinated note issued by Holdings (and not guaranteed or supported in
any way by  the Borrower  or any  of its  Subsidiaries) in  the form  of
Exhibit K, as  the same may  be amended, modified  or supplemented  from
time to time pursuant to the terms hereof and thereof.

          "Shareholders' Agreements" shall have the meaning set forth in
Section 5.12.

          "Stand Alone  Expenditures"  shall mean  Capital  Expenditures
made by the Borrower or any  of its Subsidiaries to achieve stand  alone
functionality with  respect  to  the  entities  or  businesses  acquired
pursuant to the Acquisition or the Baxter Acquisition and any relocation
expenditures made  in  connection with  the  Acquisition or  the  Baxter
Acquisition.

          "Standard Securitization Undertakings" means  representations,
warranties, covenants and  indemnities entered into  by Holdings or  any
Subsidiary thereof in connection  with the Accounts Receivable  Facility
which  are  reasonably  customary   in  an  off-balance-sheet   accounts
receivable transaction.

          "Stated Amount" of  each Letter of  Credit shall  mean at  any
time the maximum amount available to be drawn thereunder (regardless  of
whether any conditions for drawing could then be met).

          "Stockholders'  Agreement"   shall  mean   the   Stockholders'
Agreement, dated as  of December 20,  1994 among  GS Capital,  Holdings,
Bain  Capital  Fund  IV,  L.P.,  Bain  Capital  Fund  IV-B,  L.P.,  BCIP
Associates, BCIP Trust Associates, L.P., Bridge Street Fund 1994,  L.P.,
Stone Street Fund 1994, L.P. and  Randolph Street Partners, as  amended,
modified or supplemented from time to time, in accordance with the terms
hereof and thereof.

          "Subscription Agreement" shall mean the Subscription Agreement
dated as of  December 20,  1994 among  Holdings, Bain  Capital Fund  IV,
L.P.,  Bain  Capital  Fund  IV-B,  L.P.,  BCIP  Associates,  BCIP  Trust
Associates, L.P., Randolph Street  Partners, GS Capital Partners,  L.P.,
Bridge Street  Fund 1994,  L.P. and  Stone Street  Fund 1994,  L.P.,  as
amended, modified or supplemented from time to time, in accordance  with
the terms hereof and thereof.
<PAGE>
          "Subsidiary" of  any Person  shall mean  and include  (i)  any
corporation more than 50% of whose stock of any class or classes  having
by the terms thereof  ordinary voting power to  elect a majority of  the
directors of such  corporation (irrespective of  whether or  not at  the
time stock of  any class or  classes of such  corporation shall have  or
might have voting power by reason  of the happening of any  contingency)
is at  the time  owned by  such Person  directly or  indirectly  through
Subsidiaries and  (ii) any  partnership, association,  joint venture  or
other entity  in  which  such  Person  directly  or  indirectly  through
Subsidiaries, has more than a 50% equity interest at the time.

          "Subsidiary Guarantor"  shall  mean  each  Subsidiary  of  the
Borrower (other than a Foreign Subsidiary except to the extent otherwise
provided in Section 7.16) that is  or becomes a party to the  Subsidiary
Guaranty.

          "Subsidiary Guaranty"  shall  mean  the  Subsidiary  Guaranty,
dated as of  May 7, 1996, made  by each  Subsidiary Guarantor,  as such
agreement may be modified,  amended or supplemented  from time to  time,
including, without limitation,  as modified by  the Subsidiary  Guaranty
Acknowledgment.

          "Subsidiary Guaranty  Acknowledgment" shall  have the  meaning
provided in Section 5.10(b).

          "Supermajority Banks" of  any Facility shall  mean those  Non-
Defaulting Banks which would constitute the Required Banks under, and as
defined in, this  Agreement if (x)  all outstanding  Obligations of  the
other Facilities  under  this Agreement  were  repaid in  full  and  all
Commitments with respect thereto were terminated and (y) the  percentage
"50%" contained therein were changed to "66-2/3%."

          "Swingline Expiry  Date" shall  mean the  date which  is  five
Business Days prior to the Revolving Loan Maturity Date.

          "Swingline Loan" shall  have the meaning  provided in  Section
1.01(B).

          "Swingline Note" shall  have the meaning  provided in  Section
1.05(a).

          "Syndication Date" shall have the meaning provided in  Section
1.01(A)(a).

          "Tax Allocation Agreements" shall have the meaning provided in
Section 5.12.

          "Tax Indemnity Letter" shall mean the Tax Law Change Indemnity
Letter,  dated   December  16,   1994,  between   Holdings  and   Baxter
International Inc.

          "Taxes" shall have the meaning provided in Section 4.04.

          "Term Loan" shall  mean each A  Term Loan, each  B Term  Loan,
each C Term Loan and each D Term Loan.

          "Term Loan Commitment" shall mean,  with respect to each  Bank
at any time,  the sum of  the A Term  Loan Commitment, the  B Term  Loan
Commitment, the C Term Loan Commitment and the D Term Loan Commitment of
such Bank at such time.
<PAGE>
          "Term Loan Facilities"  shall mean the  A Term Loan  Facility,
the B Term Loan Facility, the C Term  Loan Facility and the D Term  Loan
Facility.

          "Test Period" shall mean (i) for any determination made  prior
to June 30, 1997, the period  from July 1, 1996 to  the last day of  the
fiscal quarter  of  the  Borrower  then last  ended  and  (ii)  for  any
determination made thereafter, the  four consecutive fiscal quarters  of
the Borrower then last ended.

          "TOA Expenditures" shall mean the expenditures intended to  be
made by the Borrower  and its Subsidiaries in  1996 and 1997 to  replace
existing MLA instruments held by customers with TOA instruments.

          "Total A Term  Loan Commitment" shall  mean the sum  of the  A
Term Loan Commitments of each of the Banks.

          "Total B Term  Loan Commitment" shall  mean the sum  of the  B
Term Loan Commitments of each of the Banks.

          "Total C Term  Loan Commitment" shall  mean the sum  of the  C
Term Loan Commitments of each of the Banks.

          "Total Commitment" shall mean the sum  of the Total Term  Loan
Commitment and the Total Revolving Loan Commitment.

          "Total D Term  Loan Commitment" shall  mean the sum  of the  D
Term Loan Commitments of each of the Banks.

          "Total Revolving Loan  Commitment" shall mean  the sum of  the
Revolving Loan Commitments of each of the RL Banks.

          "Total Term Loan Commitment" shall mean the sum of the Total A
Term Loan Commitment, the Total B Term Loan Commitment, the Total C Term
Loan Commitment and the Total D Term Loan Commitment.

          "Total Unutilized Revolving  Loan Commitment"  shall mean,  at
any time, (i) the Total Revolving Loan Commitment at such time less (ii)
the sum of  the aggregate principal  amount of all  Revolving Loans  and
Swingline Loans at such time plus  the Letter of Credit Outstandings  at
such time.

          "Transaction" shall mean,  collectively, (i) the  consummation
of the Refinancing,  (ii) the  occurrence of  the Restatement  Effective
Date and the  Credit Events  hereunder on  such date,  (iii) such  other
transactions as contemplated by the Credit Documents and the Refinancing
Documents and (iv) the payment of  fees and expenses in connection  with
the foregoing.

          "Transaction Documents" shall  mean, collectively, the  Credit
Documents and the Refinancing Documents.

          "Trustee" shall mean the trustee under the Accounts Receivable
Facility,  the  Supplement  to  the  Accounts  Receivable  Pooling   and
Servicing Agreement  and the  Accounts Receivable  Facility Pooling  and
Servicing Agreement, which trustee shall be satisfactory to the Agent in
its reasonable discretion.

          "Type" shall mean any type of Loan determined with respect  to
the interest option  applicable thereto,  i.e., a  Base Rate  Loan or  a
Eurodollar Loan.
<PAGE>
          "UCC" shall mean the Uniform Commercial Code as in effect from
time to time in the relevant jurisdiction.

          "Unfunded Current  Liability"  of  any  Plan  shall  mean  the
amount, if any, by which the actuarial present value of the  accumulated
plan benefits under the  Plan as of  the close of  its most recent  plan
year exceeds the fair market value of the assets allocable thereto, each
determined  in  accordance  with   Statement  of  Financial   Accounting
Standards No.  35, based  upon the  actuarial  assumptions used  by  the
Plan's actuary in the most recent annual valuation of the Plan.

          "Unpaid Drawing" shall  have the meaning  provided in Section
2.03(a).

          "U.S. Dollars"  and  the  sign  "$"  shall  each  mean  freely
transferable lawful money of the United States of America.

          "Vendor Financing  Program"  shall  mean  a  vendor  financial
services program  between  the  Borrower  and/or  one  or  more  of  its
Subsidiaries and  a  financial institution  pursuant  to which  (i)  the
Borrower and/or such Subsidiary effects Seeded Instrument Sales to  such
financial institution  and (ii)  such financial  institution leases  the
seeded instruments so acquired to third party customers of the  Borrower
and/or such Subsidiary.

          "VWR" shall mean VWR Scientific Products Corporation.

          "Waivable Mandatory Repayment" shall have the meaning provided
in Section 4.02(C).

          "Wholly-Owned Subsidiary" shall  mean, as to  any Person,  (i)
any corporation  100%  of whose  capital  stock (other  than  director's
qualifying shares and/or other nominal amounts of shares required to  be
held other than  by such  Person under applicable  law) is  at the  time
owned by such  Person and/or one  or more  Wholly-Owned Subsidiaries  of
such Person  and (ii)  any partnership,  association, joint  venture  or
other entity  in  which such  Person  and/or one  or  more  Wholly-Owned
Subsidiaries of such Person has a 100% equity interest at such time.

          "Working  Capital"  shall  mean  the  excess  of  Consolidated
Current Assets over Consolidated Current Liabilities.

          "Written," "written" or  "in writing" shall  mean any form  of
written communication or  a communication by  means of telex,  facsimile
device, telegraph or cable.


          SECTION 11.  The Agent.

          11.01  Appointment.  Each  Bank hereby irrevocably  designates
and appoints  BTCo as  Agent of  such  Bank (such  term to  include  for
purposes of this Section 11, BTCo acting as  Collateral Agent) to act as
specified herein and in the other  Credit Documents, and each such  Bank
hereby irrevocably authorizes BTCo as the  Agent to take such action  on
its behalf under the provisions of  this Agreement and the other  Credit
Documents and to  exercise such powers  and perform such  duties as  are
expressly delegated to the Agent by the terms of this Agreement and  the
other  Credit  Documents,  together  with  such  other  powers  as   are
reasonably incidental thereto.  The Agent agrees to act as such upon the
express conditions contained  in this Section  11.  Notwithstanding  any
provision to the contrary  elsewhere in this Agreement  or in any  other
Credit  Document,   the   Agent   shall   not   have   any   duties   or
<PAGE>
responsibilities, except  those expressly  set forth  herein or  in  the
other Credit Documents, or any fiduciary relationship with any Bank, and
no implied covenants,  functions, responsibilities, duties,  obligations
or liabilities  shall be  read into  this Agreement  or otherwise  exist
against the Agent.  The provisions of this Section 11 are solely for the
benefit of the Agent and the Banks, and neither Holdings nor any of  its
Subsidiaries shall have any rights as  a third party beneficiary of  any
of the provisions hereof.  In performing its functions and duties  under
this Agreement, the Agent shall act solely as agent of the Banks and the
Agent does  not assume  and shall  not  be deemed  to have  assumed  any
obligation or relationship of  agency or trust with  or for Holdings  or
any of its Subsidiaries.

          11.02  Delegation of Duties.  The Agent may execute any of its
duties under this Agreement or any  other Credit Document by or  through
agents or attorneys-in-fact and shall be  entitled to advice of  counsel
concerning all matters pertaining to such  duties.  The Agent shall  not
be responsible  for  the  negligence or  misconduct  of  any  agents  or
attorneys-in-fact selected  by it  with reasonable  care except  to  the
extent otherwise required by Section 11.03.

          11.03  Exculpatory Provisions.  Neither the  Agent nor any of
its  officers,  directors,   employees,  agents,  attorneys-in-fact   or
affiliates shall be (i) liable for any action lawfully taken or  omitted
to be taken by it or  such Person in its capacity  as Agent under or  in
connection with this Agreement or the other Credit Documents (except for
its or such Person's own gross negligence or willful misconduct) or (ii)
responsible in  any  manner  to  any of  the  Banks  for  any  recitals,
statements, representations or warranties made  by Holdings, any of  its
Subsidiaries or  any  of their  respective  officers contained  in  this
Agreement or the other  Credit Documents, any other  Document or in  any
certificate, report, statement or other document referred to or provided
for in,  or received  by the  Agent under  or in  connection with,  this
Agreement or any other Document or for any failure of Holdings or any of
its Subsidiaries  or any  of their  respective officers  to perform  its
obligations hereunder or thereunder.  The  Agent shall not be under  any
obligation to any Bank to ascertain  or to inquire as to the  observance
or performance of any of the agreements contained in, or conditions  of,
this Agreement or  the other Documents,  or to  inspect the  properties,
books or records  of Holdings  or any of  its Subsidiaries.   The  Agent
shall not be responsible to any Bank for the effectiveness, genuineness,
validity,  enforceability,   collectability  or   sufficiency  of   this
Agreement or any other Document or for any representations,  warranties,
recitals or statements made herein or therein or made in any written  or
oral statement or  in any  financial or  other statements,  instruments,
reports, certificates or any other  documents in connection herewith  or
therewith furnished or made by the Agent to the Banks or by or on behalf
of Holdings or any of its  Subsidiaries to the Agent  or any Bank or  be
required to ascertain or inquire as to the performance or observance  of
any of  the  terms,  conditions,  provisions,  covenants  or  agreements
contained herein or  therein or as  to the use  of the  proceeds of  the
Loans or of the existence or possible existence of any Default or  Event
of Default.
<PAGE>
          11.04  Reliance by  Agent.   The Agent  shall be  entitled  to
rely, and shall be fully protected  in relying, upon any note,  writing,
resolution, notice, consent, certificate, affidavit, letter,  cablegram,
telegram, facsimile,  telex or  teletype  message, statement,  order  or
other document or conversation believed by it to be genuine and  correct
and to have been signed,  sent or made by  the proper Person or  Persons
and upon  advice and  statements of  legal counsel  (including,  without
limitation, counsel to Holdings or any of its Subsidiaries), independent
accountants and other experts selected by the Agent.  The Agent shall be
fully justified in  failing or refusing  to take any  action under  this
Agreement or any  other Credit Document  unless it  shall first  receive
such advice or concurrence of the Required Banks as it deems appropriate
or it  shall first  be  indemnified to  its  satisfaction by  the  Banks
against any and all liability and expense which may be incurred by it by
reason of taking or continuing to take any such action.  The Agent shall
in all cases be fully protected in acting, or in refraining from acting,
under this Agreement and the other Credit Documents in accordance with a
request of  the Required  Banks (or  all  of the  Banks, to  the  extent
required by this Agreement),  and such request and  any action taken  or
failure to act pursuant thereto shall be binding upon all the Banks.

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

          11.06  Non-Reliance on  Agent  and  Other Banks.   Each  Bank
expressly acknowledges that neither the Agent nor any of its  respective
officers, directors, employees, agents, attorneys-in-fact or  affiliates
have made any representations or warranties to it and that no act by the
Agent hereinafter taken, including any review of the affairs of Holdings
or  any  of  its  Subsidiaries,  shall  be  deemed  to  constitute   any
representation or  warranty  by  the  Agent to  any  Bank.    Each  Bank
represents to the Agent 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 appraisal of  and
investigation into the business, assets, operations, property, financial
and other condition, prospects and creditworthiness of Holdings and  its
Subsidiaries and made its own decision  to make its Loans hereunder  and
enter into this  Agreement.   Each Bank  also represents  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 analysis,  appraisals  and
decisions in taking or  not taking action under  this Agreement, and  to
make such investigation as it deems necessary to inform itself as to the
business, assets, operations, property,  financial and other  condition,
prospects and creditworthiness  of Holdings and  its Subsidiaries.   The
Agent shall not have any duty or responsibility to provide any Bank with
any credit  or other  information concerning  the business,  operations,
assets,  property,   financial  and   other  condition,   prospects   or
<PAGE>
creditworthiness of Holdings or any of  its Subsidiaries which may  come
into the possession  of the  Agent or  any of  its officers,  directors,
employees, agents, attorneys-in-fact or affiliates.

          11.07  Indemnification.   The  Banks agree  to  indemnify  the
Agent in  its capacity  as such  ratably according  to their  respective
"percentages" as used in  determining the Required  Banks at such  time,
from and against any and all liabilities, obligations, losses,  damages,
penalties, actions,  judgments,  suits, costs,  reasonable  expenses  or
disbursements of any kind whatsoever which  may at any time  (including,
without  limitation,  at   any  time  following   the  payment  of   the
Obligations) be imposed on, incurred by or asserted against the Agent in
its capacity as  such in  any way  relating to  or arising  out of  this
Agreement or any other Credit Document, or any documents contemplated by
or referred to  herein or the  transactions contemplated  hereby or  any
action taken or omitted to be taken by the Agent under or in  connection
with any  of the  foregoing, but  only to  the extent  that any  of  the
foregoing is not paid by Holdings or any of its Subsidiaries;  provided,
that no Bank shall be liable to the Agent for the payment of any portion
of such liabilities, obligations,  losses, damages, penalties,  actions,
judgments, suits, costs, expenses  or disbursements resulting  primarily
from the gross negligence  or willful misconduct of  the Agent.  To  the
extent any Bank would be required to indemnify the Agent pursuant to the
immediately preceding sentence but for the fact that it is a  Defaulting
Bank, such Defaulting Bank shall not be entitled to receive any  portion
of any payment  or other distribution  hereunder until  each other  Bank
shall have been  reimbursed for  the excess,  if any,  of the  aggregate
amount paid by  such Bank under  this Section 11.07  over the  aggregate
amount such Bank would  have been obligated to  pay had such first  Bank
not been a Defaulting Bank.  If any indemnity furnished to the Agent for
any purpose shall, in the opinion of the Agent be insufficient or become
impaired (other than  as a  result of  the gross  negligence or  willful
misconduct of the Agent),  the Agent may  call for additional  indemnity
and cease, or  not commence, to  do the acts  indemnified against  until
such additional indemnity is furnished.  The agreements in this  Section
11.07 shall survive the payment of all Obligations.

          11.08  Agent in its  Individual Capacity.  The  Agent and its
affiliates may make loans to, accept deposits from and generally  engage
in any kind of business with Holdings and its Subsidiaries as though the
Agent were not the Agent hereunder.   With respect to the Loans made  by
it and all Obligations owing to it, the Agent shall have the same rights
and powers under this Agreement as any Bank and may exercise the same as
though it were  not the  Agent and the  terms "Bank"  and "Banks"  shall
include the Agent in its individual capacity.

          11.09  Holders.  The Agent may deem and treat the payee of any
Note as the  owner thereof for  all purposes hereof  unless and until  a
written notice of  the assignment, transfer  or endorsement thereof,  as
the case may be,  shall have been  filed with the  Agent.  Any  request,
authority or consent of any Person or entity who, at the time of  making
such request or giving such authority  or consent, is the holder of  any
Note  shall  be  conclusive  and  binding  on  any  subsequent   holder,
transferee, assignee or indorsee, as the case may be, of such Note or of
any Note or Notes issued in exchange therefor.
<PAGE>
          11.10  Resignation of the Agent;  Successor Agent.  The Agent
may resign as the  Agent upon 20 days'  notice to the  Banks.  Upon  the
resignation of the Agent,  the Required Banks  shall appoint from  among
the Banks a successor Agent which is a  bank or a trust company for  the
Banks subject, to the extent that no payment Default or Event of Default
has occurred and is then continuing,  to prior approval by the  Borrower
(such approval not  to be unreasonably  withheld or delayed),  whereupon
such successor agent shall succeed to  the rights, powers and duties  of
the Agent,  and the  term "Agent"  shall  include such  successor  agent
effective upon its appointment, and the resigning Agent's rights, powers
and duties  as the  Agent  shall be  terminated,  without any  other  or
further act or  deed on  the part of  such former  Agent or  any of  the
parties to this Agreement.  If a successor Agent shall not have been  so
appointed within  such 20  day  period after  the  date such  notice  of
resignation was given by the Agent, the Agent's resignation shall become
effective and the Banks shall thereafter perform all duties of the Agent
hereunder and/or under any  other Credit Documents  until such time,  if
any, as the Required Banks appoint a successor Agent as provided  above.
After the resignation  of the Agent  hereunder, the  provisions of  this
Section 11 shall inure to its benefit as to any actions taken or omitted
to be taken by it while it was Agent under this Agreement.


          SECTION 12.  Miscellaneous.

          12.01  Payment of Expenses, etc.   The Borrower hereby agrees
to:   (i)  whether  or not  the  transactions  herein  contemplated  are
consummated, pay all reasonable out-of-pocket costs and expenses of  the
Agent  (including,   without  limitation,   the  reasonable   fees   and
disbursements of White & Case and local counsel) in connection with  the
negotiation, preparation, execution and delivery of the Credit Documents
and the documents and instruments referred to therein and any amendment,
waiver or consent relating  thereto and in  connection with the  Agent's
syndication efforts  with  respect  to  this  Agreement;  (ii)  pay  all
reasonable out-of-pocket costs and expenses of the Agent and each of the
Banks in connection with the enforcement of the Credit Documents and the
documents and instruments  referred to therein  and, after  an Event  of
Default shall have  occurred and be  continuing, the  protection of  the
rights of the Agent and each of the Banks thereunder (including, without
limitation, the reasonable fees and disbursements of counsel  (including
in-house counsel) for the  Agent and for each  of the Banks); (iii)  pay
and hold each of the Banks harmless from and against any and all present
and future stamp and other similar  taxes with respect to the  foregoing
matters and save each of the Banks harmless from and against any and all
liabilities with  respect to  or resulting  from any  delay or  omission
(other than to the extent attributable to such Bank) to pay such  taxes;
and (iv) indemnify the  Agent, the Collateral Agent  and each Bank,  its
officers, directors,  trustees,  employees, representatives  and  agents
from and  hold  each  of  them harmless  against  any  and  all  losses,
liabilities, claims, damages or  expenses incurred by any  of them as  a
result of, or arising out of, or in any way related to, or by reason of,
(a) any investigation,  litigation or other  proceeding (whether or  not
the Agent,  the Collateral  Agent or  any Bank  is a  party thereto  and
whether or not any such investigation, litigation or other proceeding is
between or among the Agent, the  Collateral Agent, any Bank, any  Credit
Party or any  third Person or  otherwise) related to  the entering  into
and/or performance of this Agreement or any other Document or the use of
the proceeds of any Loans hereunder  or the Transaction or the  Original
Transaction or the consummation  of any other transactions  contemplated
in any Document  (but excluding  any such  losses, liabilities,  claims,
damages or  expenses to  the  extent incurred  by  reason of  the  gross
<PAGE>
negligence or willful misconduct  of the Person  to be indemnified),  or
(b) the actual or  alleged presence of Hazardous  Materials in the  air,
surface water or groundwater or on the surface or subsurface of any Real
Property or any  Environmental Claim, in  each case, including,  without
limitation,  the  reasonable  fees  and  disbursements  of  counsel  and
independent  consultants   incurred   in  connection   with   any   such
investigation, litigation or other proceeding.

          12.02  Right of Setoff; Collateral Matters.  (a)  In addition
to  any  rights  now  or  hereafter  granted  under  applicable  law  or
otherwise, and not  by way of  limitation of any  such rights, upon  the
occurrence of an Event of Default, each Bank is hereby authorized at any
time or from time to time, without presentment, demand, protest or other
notice of any  kind to Holdings  or any of  its Subsidiaries  or to  any
other Person, any such notice being hereby expressly waived, to set  off
and to appropriate and apply any  and all deposits (general or  special)
and any  other Indebtedness  at any  time  held or  owing by  such  Bank
(including, without limitation,  by branches and  agencies of such  Bank
wherever located) to or for the credit or the account of Holdings or any
of its  Subsidiaries  against  and on  account  of  the  Obligations  of
Holdings or any of its Subsidiaries to such Bank under this Agreement or
under any of the other Credit Documents, including, without  limitation,
all interests  in Obligations  of Holdings  or any  of its  Subsidiaries
purchased by  such Bank  pursuant to  Section  12.06(b), and  all  other
claims of any  nature or description  arising out of  or connected  with
this Agreement or any other Credit Document, irrespective of whether  or
not such Bank  shall have made  any demand hereunder  and although  said
Obligations shall be contingent or unmatured.

          (b)  NOTWITHSTANDING THE FOREGOING SUBSECTION (a), AT ANY TIME
THAT THE LOANS OR ANY OTHER OBLIGATION SHALL BE SECURED BY REAL PROPERTY
LOCATED IN  CALIFORNIA,  NO  BANK SHALL  EXERCISE  A  RIGHT  OF  SETOFF,
BANKER'S LIEN OR COUNTERCLAIM OR TAKE ANY COURT OR ADMINISTRATIVE ACTION
OR INSTITUTE ANY PROCEEDING TO ENFORCE  ANY PROVISION OF THIS  AGREEMENT
OR ANY NOTE  THAT IS  NOT TAKEN  BY THE  REQUIRED BANKS  OR APPROVED  IN
WRITING BY THE  REQUIRED BANKS IF  SUCH SETOFF OR  ACTION OR  PROCEEDING
WOULD OR MIGHT  (PURSUANT TO SECTIONS  580a, 580b, 580d  AND 726 OF  THE
CALIFORNIA CODE OF  CIVIL PROCEDURE OR  SECTION 2924  OF THE  CALIFORNIA
CIVIL CODE, IF APPLICABLE, OR OTHERWISE) AFFECT OR IMPAIR THE  VALIDITY,
PRIORITY OR ENFORCEABILITY OF THE LIENS GRANTED TO THE COLLATERAL  AGENT
PURSUANT TO THE SECURITY  DOCUMENTS OR THE  ENFORCEABILITY OF THE  NOTES
AND OTHER OBLIGATIONS HEREUNDER, AND ANY ATTEMPTED EXERCISE BY ANY  BANK
OF ANY SUCH RIGHT WITHOUT OBTAINING  SUCH CONSENT OF THE REQUIRED  BANKS
SHALL BE NULL AND  VOID.  THIS  SUBSECTION (b) SHALL  BE SOLELY FOR  THE
BENEFIT OF EACH OF THE BANKS HEREUNDER.

          12.03  Notices.    Except  as  otherwise  expressly   provided
herein, all  notices and  other  communications provided  for  hereunder
shall be in  writing (including telegraphic,  telex, facsimile or  cable
communication) and mailed, telegraphed,  telexed, telecopied, cabled  or
delivered, if to any Credit Party, at the address specified opposite its
signature below or in the other  relevant Credit Documents, as the  case
may be; if to any Bank, at its address specified for such Bank on  Annex
II; or, at such other address as shall  be designated by any party in  a
written notice  to the  other  parties hereto.    All such  notices  and
communications shall  be  mailed, telegraphed,  telexed,  telecopied  or
cabled or  sent  by  overnight courier,  and  shall  be  effective  when
received.
<PAGE>
          12.04  Benefit of Agreement.  (a)   This  Agreement shall  be
binding upon  and inure  to the  benefit of  and be  enforceable by  the
respective successors  and  assigns  of the  parties  hereto;  provided,
however, no  Credit Party  may assign  or transfer  any of  its  rights,
obligations or interest  hereunder or  under any  other Credit  Document
without the prior  written consent  of all  of the  Banks and,  provided
further, that (x) no Bank may transfer  or assign all or any portion  of
its Commitments hereunder  except as provided  in Section 12.04(b),  and
(y) although any Bank may grant  participations in its rights  hereunder
pursuant to this Section 12.04(a), such  Bank shall remain a "Bank"  for
all purposes hereunder and the participant shall not constitute a "Bank"
hereunder  and,  provided  further,  that   no  Bank  shall  grant   any
participation under which the participant  shall have rights to  approve
any amendment  to  or waiver  of  this  Agreement or  any  other  Credit
Document except to the extent such amendment or waiver would (i)  extend
the final  scheduled maturity  of any  Loan, Note  or Letter  of  Credit
(unless such Letter of Credit is not extended beyond the Revolving  Loan
Maturity Date) in which such participant is participating, or reduce the
rate or extend the time of  payment of interest or Fees thereon  (except
in connection  with  a  waiver  of  applicability  of  any  post-default
increase in interest rates) or reduce  the principal amount thereof,  or
increase the amount of the  participant's participation over the  amount
thereof then in effect (it being understood that a waiver of any Default
or Event of Default or of a mandatory reduction in the Total  Commitment
shall not constitute a  change in the terms  of such participation,  and
that an increase in  any Commitment or Loan  shall be permitted  without
the consent of any participant if the participant's participation is not
increased as  a  result thereof),  (ii)  consent to  the  assignment  or
transfer by the Borrower of any of its rights and obligations under this
Agreement or (iii) release  all or substantially  all of the  Collateral
under all of the Security Documents (except as expressly provided in the
Credit  Documents)  supporting  the   Loans  hereunder  in  which   such
participant is participating.   In the case  of any such  participation,
the participant shall not have any rights under this Agreement or any of
the other Credit Documents (the  participant's rights against such  Bank
in respect of such participation to be those set forth in the  agreement
executed by such Bank in favor of the participant relating thereto)  and
all amounts payable by the Borrower hereunder shall be determined as  if
such Bank had not sold such participation.

          (b)  Notwithstanding the  foregoing,  any Bank  (or  any  Bank
together with one or more other Banks)  may (x) assign all or a  portion
of its Revolving  Loan Commitment (and  related outstanding  Obligations
hereunder) and/or  its  outstanding Term  Loans  to its  parent  company
and/or any affiliate of such  Bank which is at  least 50% owned by  such
Bank or its parent company or a Related Fund  of such Bank or to one  or
more Banks or (y) assign all, or if less than all, a portion equal to at
least $5,000,000 in the  aggregate for the  assigning Bank or  assigning
Banks, of  such Revolving  Loan  Commitments and  outstanding  principal
amount of Term Loans hereunder to one or more Eligible Transferees, each
of which assignees shall become a party  to this Agreement as a Bank  by
execution of an Assignment and  Assumption Agreement, provided that  (i)
at such time Annex I shall be deemed modified to reflect the Commitments
(and/or outstanding Term Loans, as the case may be) of such new Bank and
of the existing Banks, (ii) upon  surrender of the old Notes, new  Notes
will be issued, at the Borrower's expense,  to such new Bank and to  the
assigning Bank, such new Notes to be in conformity with the requirements
of Section 1.05 (with appropriate modifications) to the extent needed to
reflect the revised Commitments (and/or  outstanding Term Loans, as  the
case may  be), (iii)  the consent  of  the Agent  shall be  required  in
connection with  any such  assignment pursuant  to  clause (y)  of  this
Section 12.04(b) (which  consent shall not  be unreasonably withheld  or
<PAGE>
delayed) and  (iv) the  Agent shall  receive at  the time  of each  such
assignment, from the assigning or assignee  Bank, the payment of a  non-
refundable assignment fee  of $2,500  and, provided  further, that  such
transfer or assignment will not be effective until recorded by the Agent
on the Register pursuant to Section 7.13  hereof.  To the extent of  any
assignment pursuant to this Section  12.04(b), the assigning Bank  shall
be relieved  of  its  obligations  hereunder.    At  the  time  of  each
assignment pursuant to this  Section 12.04(b) to a  Person which is  not
already a Bank  hereunder and which  is not a  United States person  (as
such term is  defined in Section  7701(a)(30) of the  Code) for  Federal
income tax purposes, the respective assignee  Bank shall provide to  the
Borrower and the  Agent the appropriate  Internal Revenue Service  Forms
(and, if  applicable a  Section  4.04(b)(ii) Certificate)  described  in
Section 4.04(b).  To the extent that an assignment of all or any portion
of a Bank's Commitments and related outstanding Obligations pursuant  to
Section 1.13  or  this Section  12.04(b)  would,  at the  time  of  such
assignment, result in increased  costs under Section  1.10 or 1.11  from
those being  charged by  the respective  assigning  Bank prior  to  such
assignment, then  the  Borrower  shall not  be  obligated  to  pay  such
increased costs (although  the Borrower shall  be obligated  to pay  any
other increased costs of the type described above resulting from changes
after the date of the respective assignment).

          (c)  Nothing in this Agreement  shall prevent or prohibit  any
Bank from pledging its  Loans and Notes hereunder  to a Federal  Reserve
Bank in  support of  borrowings  made by  such  Bank from  such  Federal
Reserve Bank.

          (d)  Notwithstanding anything  to  the contrary  contained  in
this Section 12.04, any Bank  which is a fund  may, with the consent  of
the Borrower and the Agent,  pledge all or any  portion of its Notes  or
Loans to a trustee for  the benefit of investors  and in support of  its
obligations to such investors.

          12.05  No Waiver; Remedies Cumulative.  No failure or delay on
the part of  the Agent or  any Bank in  exercising any  right, power  or
privilege hereunder or under any other Credit Document and no course  of
dealing between any Credit Party and the Agent or any Bank shall operate
as a waiver  thereof; nor shall  any single or  partial exercise of  any
right, power or privilege hereunder or  under any other Credit  Document
preclude any other or  further exercise thereof or  the exercise of  any
other right, power or privilege hereunder or thereunder.  The rights and
remedies herein expressly provided are  cumulative and not exclusive  of
any rights or remedies which the Agent or any Bank would otherwise have.
No notice to or demand on any Credit Party in any case shall entitle any
Credit Party to  any other  or further notice  or demand  in similar  or
other circumstances or constitute a waiver of the rights of the Agent or
the Banks to any  other or further action  in any circumstances  without
notice or demand.

          12.06  Payments Pro Rata.  (a)  The Agent agrees that promptly
after its receipt of each payment from or on behalf of any Credit  Party
in respect of any Obligations of such Credit Party, it shall, except  as
otherwise provided in  this Agreement,  distribute such  payment to  the
Banks (other than any  Bank that has consented  in writing to waive  its
pro rata share  of such payment)  pro rata based  upon their  respective
shares, if any, of  the Obligations with respect  to which such  payment
was received.
<PAGE>
          (b)  Each of the Banks agrees that,  if it should receive  any
amount hereunder  (whether by  voluntary  payment, by  realization  upon
security, by the exercise  of the right of  setoff or banker's lien,  by
counterclaim or cross action, by the enforcement of any right under  the
Credit Documents, or otherwise)  which is applicable  to the payment  of
the principal of, or interest on, the Loans, Unpaid Drawings or Fees, of
a sum which with respect  to the related sum  or sums received by  other
Banks is in a greater proportion than the total of such Obligation  then
owed and due to  such Bank bears  to the total  of such Obligation  then
owed and due to all of the Banks immediately prior to such receipt, then
such Bank receiving such excess payment shall purchase for cash  without
recourse or warranty from the other Banks an interest in the Obligations
of the respective  Credit Party to  such Banks in  such amount as  shall
result in  a proportional  participation by  all of  the Banks  in  such
amount; provided, that if  all or any portion  of such excess amount  is
thereafter recovered from  such Bank, such  purchase shall be  rescinded
and the purchase  price restored  to the  extent of  such recovery,  but
without interest.

          12.07  Calculations;   Computations.      (a)  The   financial
statements to be furnished  to the Banks pursuant  hereto shall be  made
and prepared in accordance with GAAP consistently applied throughout the
periods involved  (except  as set  forth  in  the notes  thereto  or  as
otherwise disclosed  in  writing by  Holdings  or the  Borrower  to  the
Banks); provided, that except as otherwise specifically provided herein,
all computations  determining  compliance  with  Sections  4.02  and  8,
including definitions used therein, shall utilize accounting  principles
and policies  in  effect at  the  time of  the  preparation of,  and  in
conformity with those used to prepare,  the December 31, 1996  financial
statements delivered to the Banks pursuant to Section 6.10(b), but shall
not give effect to purchase accounting adjustments required or permitted
by APB 16 (including non-cash write-ups and non-cash charges relating to
inventory, fixed assets and in-process research and development, in each
case arising in connection with the  Acquisition) and APB 17  (including
non-cash  charges  relating  to  intangibles  and  goodwill  arising  in
connection with the Acquisition).

          (b)  All computations of interest and Fees hereunder shall be
made on the actual number of days elapsed over a year of 360 days.

          12.08  Governing Law; Submission to Jurisdiction; Venue.  (a)
THIS AGREEMENT  AND  THE  OTHER CREDIT  DOCUMENTS  AND  THE  RIGHTS  AND
OBLIGATIONS OF THE PARTIES HEREUNDER  AND THEREUNDER SHALL BE  CONSTRUED
IN ACCORDANCE WITH AND BE GOVERNED BY THE LAW OF THE STATE OF NEW  YORK.
Any legal action  or proceeding with  respect to this  Agreement or  any
other Credit Document may be brought in  the courts of the State of  New
York or of the United States for the Southern District of New York, and,
by execution and delivery  of this Agreement,  each Credit Party  hereby
irrevocably accepts for itself and in respect of its property, generally
and unconditionally, the  jurisdiction of  the aforesaid  courts.   Each
Credit Party hereby further irrevocably waives  any claim that any  such
courts lack jurisdiction over such Credit Party, and agrees not to plead
or claim,  in  any legal  action  or  proceeding with  respect  to  this
Agreement or any other Credit Document  brought in any of the  aforesaid
courts, that any such court lacks  jurisdiction over such Credit  Party.
Each Credit Party irrevocably consents to the service of process in  any
such action or proceeding by the mailing of copies thereof by registered
<PAGE>
or certified mail, postage prepaid, to such Credit Party, at its address
for notices pursuant to Section 12.03, such service to become  effective
30 days after such mailing.  Each Credit Party hereby irrevocably waives
any objection to such service of process and further irrevocably  waives
and agrees not to plead or  claim in any action or proceeding  commenced
hereunder or under any other Credit Document that service of process was
in any way  invalid or  ineffective.   Nothing herein  shall affect  the
right of the Agent, any Bank or the holder of any Note to serve  process
in any other manner permitted by law or to commence legal proceedings or
otherwise proceed against any Credit Party in any other jurisdiction.

          (b)  Each Credit Party hereby irrevocably waives any objection
which it may now or hereafter have to the laying of venue of any of  the
aforesaid actions or proceedings  arising out of  or in connection  with
this Agreement  or  any other  Credit  Document brought  in  the  courts
referred to in clause  (a) above and  hereby further irrevocably  waives
and agrees not to plead or claim in any such court that any such  action
or proceeding  brought  in  any  such  court  has  been  brought  in  an
inconvenient forum.

          12.09  Counterparts.  This  Agreement may be  executed in  any
number of counterparts and by the  different parties hereto on  separate
counterparts, each of which when so  executed and delivered shall be  an
original, but all of  which shall together constitute  one and the  same
instrument.  A complete set of counterparts executed by all the  parties
hereto shall be lodged with Holdings, the Borrower and the Agent.

          12.10  Effectiveness.    (a)   This  Agreement  shall   become
effective on the date  (the "Restatement Effective  Date") on which  (i)
Holdings, the Borrower,  the Agent, each  Continuing Bank  and each  New
Bank shall  have  signed  a counterpart  hereof  (whether  the  same  or
different counterparts) and shall have delivered  the same to the  Agent
at its Notice Office or, in the case  of the Banks, shall have given  to
the Agent telephonic (confirmed in writing), written, telex or facsimile
notice (actually received) at such office that the same has been  signed
and mailed to  it and (ii)  the conditions contained  in Sections 5  and
12.10(b) are met to the satisfaction of the Agent and the Required Banks
(determined  immediately  after  the   occurrence  of  the   Restatement
Effective Date).  Unless the Agent  has received actual notice from  any
Bank that the conditions contained in Section 5 have not been met to its
satisfaction, upon the satisfaction of the condition described in clause
(i) of  the immediately  preceding sentence  and upon  the Agent's  good
faith determination that the conditions described in clause (ii) of  the
immediately preceding  sentence  have  been met,  then  the  Restatement
Effective Date  shall be  deemed to  have  occurred, regardless  of  any
subsequent determination that one or more of the conditions thereto  had
not been met (although the occurrence of the Restatement Effective  Date
shall not  release  Holdings or  the  Borrower from  any  liability  for
failure to satisfy one or more of the applicable conditions contained in
Section 5).  The  Agent will give Holdings,  the Borrower and each  Bank
prompt written notice  of the  occurrence of  the Restatement  Effective
Date.
<PAGE>
          (b)  On the Restatement Effective Date, each New Bank and each
Continuing Bank shall have delivered to the Agent for the account of the
Borrower an amount equal to (i) in the  case of each New Bank, the  Term
Loans and Revolving Loans to be made by such New Bank on the Restatement
Effective Date and (ii) in the case of each Continuing Bank, the amount,
if any,  by which  the principal  amount of  Loans to  be made  by  such
Continuing Bank on the Restatement Effective Date exceeds the amount  of
the  Original  Loans  of  such   Continuing  Bank  outstanding  on   the
Restatement Effective Date.   Notwithstanding anything  to the  contrary
contained  in  this  Section  12.10(b),  in  satisfying  the   foregoing
condition, unless the Agent shall have  been notified by any Bank  prior
to the occurrence of the Restatement Effective Date that such Bank  does
not intend to make available to the Agent such Bank's Loans required  to
be made by  it on such  date, then the  Agent may, in  reliance on  such
assumption, make available to the Borrower the corresponding amounts  in
accordance with the provisions  of Section 1.04  of this Agreement,  and
the making available  by the  Agent of  such amounts  shall satisfy  the
condition contained in  this Section 12.10(b).   Promptly following  the
Restatement Effective Date,  each Original Bank  shall surrender to  the
Agent for cancellation the promissory notes  issued to it in respect  of
its Original Loans pursuant to the Original Credit Agreement, and,  upon
its receipt thereof,  the Agent  shall promptly  return such  promissory
notes to the Borrower.

          12.11  Headings Descriptive.   The  headings of  the  several
sections and subsections of this Agreement are inserted for  convenience
only and shall not in any way affect the meaning or construction of  any
provision of this Agreement.

          12.12  Amendment or Waiver; etc.  (a)  Neither this Agreement
nor any other  Credit Document nor  any terms hereof  or thereof may  be
changed, waived, discharged  or terminated unless  such change,  waiver,
discharge or termination is in writing  signed by the respective  Credit
Parties party  thereto and  the Required  Banks, provided  that no  such
change, waiver, discharge or termination  shall, without the consent  of
each Bank  (other  than  a  Defaulting  Bank)  (with  Obligations  being
directly affected in the case of  following clause (i)), (i) extend  the
final scheduled  maturity of  any  Loan or  Note  or extend  the  stated
maturity of  any Letter  of Credit  beyond the  Revolving Loan  Maturity
Date, or reduce the rate  or extend the time  of payment of interest  or
Fees thereon, or reduce the principal  amount thereof, (ii) release  all
or substantially all of the Collateral (except as expressly provided  in
the Security Documents) under all  the Security Documents, (iii)  amend,
modify or waive  any provision of  this Section 12.12,  (iv) reduce  the
percentage specified  in  the definition  of  Required Banks  (it  being
understood that,  with the  consent of  the Required  Banks,  additional
extensions of credit pursuant to this  Agreement may be included in  the
determination of the Required Banks on  substantially the same basis  as
the extensions of Term Loans and Revolving Loan Commitments are included
on the Restatement Effective Date) or  (v) consent to the assignment  or
transfer by the Borrower of any of its rights and obligations under this
Agreement; provided further, that no  such change, waiver, discharge  or
termination shall  (1) increase  the Commitments  of any  Bank over  the
amount thereof then in effect without the consent of such Bank (it being
understood  that  waivers  or  modifications  of  conditions  precedent,
covenants, Defaults or Events of Default or of a mandatory reduction  in
the Total Commitment shall not constitute an increase of the  Commitment
of any  Bank, and  that an  increase  in the  available portion  of  any
Commitment  of  any  Bank  shall  not  constitute  an  increase  in  the
Commitment of such Bank), (2) without the consent of BTCo, amend, modify
or waive any provision of Section  2 or alter its rights or  obligations
with respect to Letters  of Credit or Swingline  Loans, (3) without  the
<PAGE>
consent of the Agent, amend, modify or waive any provision of Section 11
as same applies to the Agent or  any other provision as same relates  to
the rights or obligations of the  Agent, (4) without the consent of  the
Collateral Agent, amend, modify or waive  any provision relating to  the
rights or obligations of the Collateral  Agent, (5) without the  consent
of the Majority Banks of each Facility which is being allocated a lesser
prepayment, repayment or commitment reduction as a result of the actions
described below (or without  the consent of the  Majority Banks of  each
Facility in  the case  of an  amendment to  the definition  of  Majority
Banks), amend the  definition of Majority  Banks or  alter the  required
application of any prepayments or repayments (or commitment  reduction),
as between  the  various  Facilities  pursuant  to  Section  4.01(a)  or
4.02(B)(b) (although the Required Banks may waive, in whole or in  part,
any such prepayment, repayment  or commitment reduction  so long as  the
application, as amongst the various Facilities, of any such  prepayment,
repayment or commitment reduction which is still required to be made  is
not altered) or (6)  without the consent of  the Supermajority Banks  of
the respective Facility, amend the definition of Supermajority Banks  or
amend downward, waive or reduce any Scheduled Repayment of such affected
Facility.

          (b)  If, in  connection  with  any  proposed  change,  waiver,
discharge or termination to any of  the provisions of this Agreement  as
contemplated by  clause  (a)(i) through  (v),  inclusive, of  the  first
proviso to  Section  12.12(a), the  consent  of the  Required  Banks  is
obtained but  the consent  of one  or  more of  such other  Banks  whose
consent is required is  not obtained, then the  Borrower shall have  the
right, so long as all non-consenting  banks whose individual consent  is
required are treated as described in either clause (A) or (B) below,  to
either (A) replace each  such non-consenting Bank or  Banks with one  or
more Replacement Banks pursuant to Section  1.13 so long as at the  time
of such replacement, each such Replacement Bank consents to the proposed
change, waiver,  discharge or  termination or  (B) terminate  such  non-
consenting Bank's Commitments and repay  in full its outstanding  Loans,
in accordance  with  Sections 3.02(b) and/or  4.01(b),  provided  that,
unless the Commitments terminated and Loans repaid pursuant to preceding
clause (B) are immediately  replaced in full  at such  time through  the
addition of  new  Banks  or  the  increase  of  the  Commitments  and/or
outstanding Loans of existing Banks (who in each case must  specifically
consent thereto), then in the case  of any action pursuant to  preceding
clause (B) the Required  Banks (determined before  giving effect to  the
proposed action) shall specifically  consent thereto, provided  further,
that the Borrower shall not have the right to replace a Bank solely as a
result of the exercise of such Bank's rights (and the withholding of any
required consent by such Bank) pursuant to the second proviso to Section
12.12(a).

          12.13  Survival.  All indemnities set forth herein  including,
without limitation, in Section 1.10, 1.11,  2.05, 4.04, 11.07 or  12.01,
shall survive  the execution  and delivery  of  this Agreement  and  the
making and repayment of the Loans.

          12.14  Domicile of Loans.  Each  Bank may transfer  and carry
its Loans at, to or for the account of any branch office, subsidiary  or
affiliate of  such  Bank;  provided, that  the  Borrower  shall  not  be
responsible for costs  arising under Section  1.10, 1.11,  2.05 or  4.04
resulting from  any such  transfer (other  than a  transfer pursuant  to
Section 1.12) to the extent such costs would not otherwise be applicable
to such Bank in the absence of such transfer.
<PAGE>
          12.15  Confidentiality.  (a)  Each of the Banks agrees that it
will use its best efforts not  to disclose without the prior consent  of
the Borrower (other than  to its employees,  auditors, counsel or  other
professional advisors, to affiliates or to  another Bank if the Bank  or
such Bank's holding or parent company in its sole discretion  determines
that any  such  party  should  have  access  to  such  information)  any
information with  respect  to  Holdings, the  Borrower  or  any  of  its
Subsidiaries which is  furnished pursuant to  this Agreement;  provided,
that any  Bank may  disclose  any such  information  (a) as  has  become
generally available to the public or  has become available to such  Bank
on a non-confidential basis,  (b) as may be  required or appropriate  in
any report, statement or testimony submitted to any municipal, state  or
Federal regulatory body  having or  claiming to  have jurisdiction  over
such Bank or to the Federal Reserve Board, the Federal Deposit Insurance
Corporation, the NAIC  or similar organizations  (whether in the  United
States or elsewhere)  or their  successors, (c)  as may  be required  or
appropriate in response to any summons or subpoena or in connection with
any litigation, (d) in order to  comply with any law, order,  regulation
or ruling applicable to such Bank, and (e) to any prospective transferee
in connection with any contemplated transfer of any of the Notes or  any
interest  therein  by  such   Bank;  provided,  that  such   prospective
transferee agrees to be bound by the provisions of this Section 12.15 to
the same extent as such Bank.

          (b)  Each of Holdings and the Borrower hereby acknowledges and
agrees that  each  Bank  may  share  with  any  of  its  affiliates  any
information related to Holdings or  any of its Subsidiaries  (including,
without limitation,  any nonpublic  customer information  regarding  the
creditworthiness of Holdings  and its Subsidiaries,  provided that  such
Persons shall be subject to the provisions of this Section 12.15 to  the
same extent as such Bank).

          12.16  Waiver of  Jury Trial.   EACH OF  THE PARTIES  TO THIS
AGREEMENT HEREBY IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN  ANY
ACTION, PROCEEDING OR COUNTERCLAIM  ARISING OUT OF  OR RELATING TO  THIS
AGREEMENT, THE OTHER CREDIT  DOCUMENTS OR THE TRANSACTIONS  CONTEMPLATED
HEREBY OR THEREBY.

          12.17  Additions of New  Banks, etc.  (a)   On and  as of the
occurrence of the Restatement Effective Date in accordance with  Section
12.10 hereof, each  New Bank shall  become a "Bank"  under, and for  all
purposes of, this Agreement and the other Credit Documents.

          (b)  The  parties hereto acknowledge  that each Original  Bank
has been offered the opportunity to participate in this Agreement, after
the occurrence of the Restatement Effective  Date, as a Continuing  Bank
thereunder, but that no  Original Bank is obligated  to be a  Continuing
Bank.  Concurrently  with the  occurrence of  the Restatement  Effective
Date, each Original Bank  which has not elected  to become a  Continuing
Bank  (each  such  Bank,  a  "Non-Continuing  Bank")  shall  no   longer
constitute a "Bank" under this Agreement and the other Credit Documents,
provided that all indemnities of the  Credit Parties under the  Original
Credit Agreement and the other Credit  Documents (as in effect prior  to
the Restatement Effective Date) for  the benefit of such  Non-Continuing
Bank shall survive in accordance with the terms thereof.
<PAGE>
          SECTION 13.  Holdings Guaranty.

          13.01  The Guaranty.  In order  to induce the  Banks to enter
into this Agreement and to extend credit hereunder and in recognition of
the direct benefits to be received by Holdings from the proceeds of  the
Loans and the issuance of the Letters of Credit, Holdings hereby  agrees
with  the  Banks  as  follows:    Holdings  hereby  unconditionally  and
irrevocably guarantees as primary obligor and  not merely as surety  the
full and prompt payment when due, whether upon maturity, acceleration or
otherwise, of any and all of the Guaranteed Obligations of the  Borrower
to  the  Guaranteed  Creditors.    If  any  or  all  of  the  Guaranteed
Obligations of the Borrower to the Guaranteed Creditors becomes due  and
payable  hereunder,  Holdings  unconditionally  promises  to  pay   such
indebtedness to  the  Agent  and/or the  Banks,  or  order,  on  demand,
together with any and all expenses which may be incurred by the Agent or
the Banks in collecting any of the Guaranteed Obligations.  If claim  is
ever made upon any Guaranteed Creditor for repayment or recovery of  any
amount or  amounts received  in payment  or  on account  of any  of  the
Guaranteed Obligations and  any of the  aforesaid payees  repays all  or
part of said amount by  reason of (i) any  judgment, decree or order  of
any court or administrative body having jurisdiction over such payee  or
any of its  property or (ii)  any settlement or  compromise of any  such
claim effected  by such  payee with  any  such claimant  (including  the
Borrower), then  and  in  such  event  Holdings  agrees  that  any  such
judgment, decree, order, settlement or compromise shall be binding  upon
Holdings,  notwithstanding  any  revocation   of  this  Guaranty   other
instrument evidencing any liability of the Borrower, and Holdings  shall
be and remain liable to the aforesaid payees hereunder for the amount so
repaid or  recovered to  the same  extent as  if such  amount had  never
originally been received by any such payee.

          13.02  Bankruptcy.  Additionally, Holdings unconditionally and
irrevocably guarantees  the payment  of any  and all  of the  Guaranteed
Obligations of the Borrower to the  Guaranteed Creditors whether or  not
due or payable by the Borrower upon the occurrence of any of the  events
specified in  Section 9.05,  and unconditionally  promises to  pay  such
indebtedness to the Guaranteed Creditors, or order, on demand, in lawful
money of the United States.

          13.03  Nature  of  Liability.    The  liability  of  Holdings
hereunder is  exclusive and  independent of  any security  for or  other
guaranty of the Guaranteed Obligations of the Borrower whether  executed
by Holdings,  any  other  guarantor  or by  any  other  party,  and  the
liability of Holdings hereunder is not  affected or impaired by (a)  any
direction as to application of payment  by the Borrower or by any  other
party, or (b)  any other continuing  or other  guaranty, undertaking  or
maximum liability  of  a guarantor  or  of any  other  party as  to  the
Guaranteed Obligations of  the Borrower,  or (c)  any payment  on or  in
reduction of  any  such  other  guaranty  or  undertaking,  or  (d)  any
dissolution, termination or increase, decrease or change in personnel by
the Borrower, or (e) any payment made to any Guaranteed Creditor on  the
Guaranteed Obligations which any such Guaranteed Creditor repays to  the
Borrower pursuant  to court  order  in any  bankruptcy,  reorganization,
arrangement, moratorium or other debtor relief proceeding, and  Holdings
waives any  right to  the deferral  or modification  of its  obligations
hereunder by reason of any such proceeding.
<PAGE>
          13.04  Independent Obligation.   The obligations  of Holdings
hereunder are independent of the obligations of any other guarantor, any
other party or  the Borrower, and  a separate action  or actions may  be
brought and prosecuted against Holdings whether or not action is brought
against any other guarantor, any other party or the Borrower and whether
or not any other guarantor, any other party or the Borrower be joined in
any such  action  or actions.    Holdings  waives, to  the  full  extent
permitted by law, the  benefit of any  statute of limitations  affecting
its liability hereunder or the enforcement thereof.  Any payment by  the
Borrower or other  circumstance which operates  to toll  any statute  of
limitations as to  the Borrower  shall operate  to toll  the statute  of
limitations as to any Guarantor.

          13.05  Authorization.    Holdings  authorizes  the  Guaranteed
Creditors without  notice or  demand (except  as  shall be  required  by
applicable statute  and  cannot be  waived),  and without  affecting  or
impairing its liability hereunder, from time to time to:

          (a)  change the manner, place or  terms of payment of,  and/or
     change  or  extend  the  time  of  payment  of,  renew,   increase,
     accelerate or alter, any  of the Guaranteed Obligations  (including
     any increase  or decrease  in the  rate of  interest thereon),  any
     security therefor, or any liability incurred directly or indirectly
     in respect thereof, and the Guaranty herein made shall apply to the
     Guaranteed Obligations as so changed, extended, renewed or altered;

          (b)  take and hold security for the payment of the  Guaranteed
     Obligations and sell, exchange, release, surrender, realize upon or
     otherwise deal with in any manner and in any order any property  by
     whomsoever at any time pledged or mortgaged to secure, or howsoever
     securing, the Guaranteed Obligations or any liabilities  (including
     any of those hereunder) incurred directly or indirectly in  respect
     thereof or hereof, and/or any offset thereagainst;

          (c)  exercise or refrain  from exercising  any rights  against
     the Borrower or others or otherwise act or refrain from acting;

          (d)  release  or  substitute  any   one  or  more   endorsers,
     guarantors, the Borrower or other obligors;

          (e)  settle or compromise any  of the Guaranteed  Obligations,
     any security  therefor or  any liability  (including any  of  those
     hereunder) incurred directly  or indirectly in  respect thereof  or
     hereof, and may subordinate the payment of all or any part  thereof
     to the  payment  of any  liability  (whether  due or  not)  of  the
     Borrower to its creditors other than the Guaranteed Creditors;

          (f)  apply any sums by  whomsoever paid or howsoever  realized
     to any liability or liabilities of  the Borrower to the  Guaranteed
     Creditors regardless of what  liability or liabilities of  Holdings
     or the Borrower remain unpaid;

          (g)  consent to or waive any breach  of, or any act,  omission
     or default  under, this  Agreement or  any  of the  instruments  or
     agreements referred  to  herein,  or  otherwise  amend,  modify  or
     supplement this  Agreement  or any  of  such other  instruments  or
     agreements; and/or

          (h)  take  any  other  action  which  would,  under  otherwise
     applicable principles  of  common law,  give  rise to  a  legal  or
     equitable discharge  of Holdings  from its  liabilities under  this
     Guaranty.
<PAGE>
          13.06  Reliance.   It  is  not necessary  for  any  Guaranteed
Creditor to inquire into the capacity  or powers of the Borrower or  the
officers, directors, partners or agents acting  or purporting to act  on
their behalf, and any Guaranteed Obligations made or created in reliance
upon  the  professed  exercise  of  such  powers  shall  be   guaranteed
hereunder.

          13.07  Subordination.  Any of the indebtedness of the Borrower
relating to  the  Guaranteed  Obligations  now  or  hereafter  owing  to
Holdings is hereby  subordinated to  the Guaranteed  Obligations of  the
Borrower owing to the Guaranteed Creditors; and if the Agent so requests
at a  time  when an  Event  of  Default exists,  all  such  indebtedness
relating to the Guaranteed Obligations of the Borrower to Holdings shall
be collected, enforced and received by  Holdings for the benefit of  the
Guaranteed Creditors and  be paid  over to the  Agent on  behalf of  the
Guaranteed Creditors on  account of  the Guaranteed  Obligations of  the
Borrower to the Guaranteed Creditors, but without affecting or impairing
in any manner the  liability of Holdings under  the other provisions  of
this Guaranty.    Prior to  the  transfer by  Holdings  of any  note  or
negotiable instrument evidencing any of the indebtedness relating to the
Guaranteed Obligations of the Borrower to Holdings, Holdings shall  mark
such note  or negotiable  instrument  with a  legend  that the  same  is
subject to this subordination.  Without  limiting the generality of  the
foregoing, Holdings hereby agrees with the Guaranteed Creditors that  it
will not exercise  any right  of subrogation which  it may  at any  time
otherwise have as a result of this Guaranty (whether contractual,  under
Section 509 of the  Bankruptcy Code or  otherwise) until all  Guaranteed
Obligations have been irrevocably paid in full in cash.

          13.08  Waiver.   (a)  Holdings waives  any  right (except  as
shall be required by applicable statute and cannot be waived) to require
any Guaranteed Creditor to (i) proceed  against the Borrower, any  other
guarantor or  any  other party,  (ii)  proceed against  or  exhaust  any
security held from the Borrower, any other guarantor or any other  party
or (iii)  pursue any  other remedy  in any  Guaranteed Creditor's  power
whatsoever.  Holdings waives any defense based on or arising out of  any
defense of the Borrower, any other  guarantor or any other party,  other
than payment in full of the Guaranteed Obligations, based on or  arising
out of the disability of the Borrower, any other guarantor or any  other
party, or the validity, legality  or unenforceability of the  Guaranteed
Obligations or any part  thereof from any cause,  or the cessation  from
any cause of the liability of the Borrower other than payment in full of
the Guaranteed  Obligations.   The Guaranteed  Creditors may,  at  their
election, foreclose on any  security held by  the Agent, the  Collateral
Agent or  any other  Guaranteed  Creditor by  one  or more  judicial  or
nonjudicial sales,  whether or  not every  aspect of  any such  sale  is
commercially reasonable  (to  the  extent  such  sale  is  permitted  by
applicable law), or exercise  any other right  or remedy the  Guaranteed
Creditors may  have against  the Borrower  or any  other party,  or  any
security, without affecting  or impairing in  any way  the liability  of
Holdings hereunder except to the extent the Guaranteed Obligations  have
been paid.  Holdings waives any defense arising out of any such election
by the  Guaranteed  Creditors, even  though  such election  operates  to
impair or extinguish any right of reimbursement or subrogation or  other
right or remedy of Holdings against  the Borrower or any other party  or
any security.
<PAGE>
          (b)  Holdings   waives   all    presentments,   demands   for
performance,  protests  and  notices,  including,  without   limitation,
notices of  nonperformance, notices  of  protest, notices  of  dishonor,
notices of acceptance of  this Guaranty, and  notices of the  existence,
creation or  incurring  of  new or  additional  Guaranteed  Obligations.
Holdings  assumes  all  responsibility  for  being  and  keeping  itself
informed of the Borrower's  financial condition and  assets, and of  all
other  circumstances  bearing  upon  the  risk  of  nonpayment  of   the
Guaranteed Obligations and  the nature, scope  and extent  of the  risks
which Holdings assumes and incurs hereunder,  and agrees that the  Agent
and the Banks shall have no duty to advise Holdings of information known
to them regarding such circumstances or risks.

          (c)    Holdings  hereby  acknowledges  and  affirms  that   it
understands that to the extent the Guaranteed Obligations are secured by
real property  located in  the State  of California,  Holdings shall  be
liable for the  full amount of  its liability hereunder  notwithstanding
foreclosure on such real  property by trustee sale  or any other  reason
impairing Holdings' or any secured  creditor's right to proceed  against
the Borrower or any other guarantor of the Guaranteed Obligations.

          (d)  Holdings hereby waives, to  the fullest extent  permitted
by applicable law, all  rights and benefits  under Sections 580a,  580b,
580d and 726 of the California Code of Civil Procedure.  Holdings hereby
further waives,  to  the fullest  extent  permitted by  applicable  law,
without limiting the generality of the foregoing or any other  provision
hereof, all rights and  benefits which might  otherwise be available  to
Holdings under Sections 2787 through 2855,  inclusive, 2899 and 3433  of
the California Civil Code.

          (e)  Holdings  further  understands,   is  aware  and   hereby
acknowledges that  if the  Guaranteed Creditors  elect to  nonjudicially
foreclose on  any  real  property  security  located  in  the  State  of
California any right of subrogation of Holdings against any Credit Party
may be impaired or extinguished and that as a result of such  impairment
or extinguishment of subrogation rights, Holdings may have a defense  to
a deficiency judgment arising  out of the operation  of Section 580d  of
the California  Code  of  Civil  Procedure  and  related  principles  of
estoppel.  Holdings  waives all rights  and defenses arising  out of  an
election of  remedies  by  the  Banks,  even  though  that  election  of
remedies, such as a nonjudicial foreclosure with respect to security for
a  guaranteed  obligation,  has  destroyed  the  guarantor's  rights  of
subrogation and reimbursement against the principal by the operation  of
Section 580d of the Code of Civil Procedure or otherwise.

          13.09  Nature of Liability.  It is  the desire and  intent of
Holdings and the Secured Creditors that this Guaranty shall be  enforced
against Holdings to the  fullest extent permissible  under the laws  and
public policies applied  in each  jurisdiction in  which enforcement  is
sought.   If,  however, and  to  the  extent that,  the  obligations  of
Holdings under  this Guaranty  shall be  adjudicated  to be  invalid  or
unenforceable for any reason (including, without limitation, because  of
any applicable state or federal  law relating to fraudulent  conveyances
<PAGE>
or transfers), then the amount of the Guaranteed Obligations of Holdings
shall be deemed to be reduced and Holdings shall pay the maximum  amount
of  the  Guaranteed  Obligations   which  would  be  permissible   under
applicable law.
                  *          *          *


          IN WITNESS WHEREOF, the parties hereto have caused their duly
authorized officers to execute and deliver this Agreement as of the date
first above written.

Address:

1717 Deerfield Road                DIAGNOSTICS HOLDING, INC.
Deerfield, Illinois  60015
Attention: Treasurer
       General Counsel
                                   By    /S/
                                   Title: 

1717 Deerfield Road                DADE INTERNATIONAL INC.
Deerfield, Illinois  60015
Attention: Treasurer
       General Counsel
                                   By   /S/
                                   Title:

                                   BANKERS TRUST COMPANY,
                                   Individually and as Agent

                                   By   /S/  
                                   Title:

                                   THE BANK OF NOVA SCOTIA

                                   By   /S/ 
                                   Title: 

                                   BANK OF TOKYO-MITSUBISHI TRUST COMPANY

                                   By   /S/ 
                                   Title: 

                                   THE FIRST NATIONAL BANK OF BOSTON

                                   By   /S/ 
                                   Title: 

                                   GENERAL ELECTRIC CAPITAL CORPORATION

                                   By   /S/ 
                                   Title: 

                                   SANWA BUSINESS CREDIT

                                   By   /S/ 
                                   Title: 

                                   ABN AMRO BANK N.V., Chicago Branch

                                   By   /S/ 
                                   Title:

                                   By   /S/ 
                                   Title:

                                   CAISSE NATIONALE DE CREDIT AGRICOLE

                                   By   /S/ 
                                   Title: 
 
                                   OCTAGON CREDIT INVESTORS LOAN 
                                   PORTFOLIO, a Unit of The Chase
                                   Manhattan Bank
                              
                                   By   /S/ 
                                   Title: 
 
                                   CITIBANK, N.A.

                                   By   /S/ 
                                   Title: 

                                   CRESCENT/MACH I PARTNERS, L.P.
                                   By TCW Asset Management Company,
                                   its Investment Manager

                                   By   /S/ 
                                   Title: 

                                   DAI-ICHI KANGYO BANK

                                   By   /S/ 
                                   Title: 

                                   THE FIRST NATIONAL BANK OF CHICAGO

                                   By   /S/ 
                                   Title: 

                                   THE FUJI BANK LIMITED
                       
                                   By   /S/ 
                                   Title: 

                                   IMPERIAL BANK
                                  
                                   By   /S/ 
                                   Title: 

                                   MERRILL LYNCH
                                   SENIOR FLOATING RATE FUND, INC.

                                   By   /S/ 
                                   Title: 

                                   THE NORTHWESTERN MUTUAL
                                   LIFE INSURANCE COMPANY

                                   By   /S/ 
                                   Title: 

                                   PILGRIM AMERICA PRIME RATE TRUST
 
                                   By   /S/ 
                                   Title: 

                                   PRIME INCOME TRUST

                                   By   /S/ 
                                   Title: 

                                   ML CBO IV (CAYMAN) LTD.
                                 
                                   BY: PROTECTIVE ASSET MANAGEMENT, LLC,
                                       as Collateral Manager

                                   By   /S/ 
                                   Title:       

                                   SAKURA BANK

                                   By   /S/ 
                                   Title: 

                                   SOCIETE GENERALE

                                   By   /S/  
                                   Title: 

                                   SOUTHERN PACIFIC THRIFT AND LOAN

                                   By   /S/ 
                                   Title: 

                                   VAN KAMPEN AMERICAN CAPITAL
                                   PRIME RATE INCOME TRUST
 
                                   By   /S/ 
                                   Title: 

                                   MERRILL LYNCH SENIOR HIGH
                                   INCOME PORTFOLIO, INC.

                                   By   /S/
                                   Title: 
                                   
                                   KEYPORT LIFE INSURANCE COMPANY

                                   By   /S/
                                   Title: