Exhibit 10(h)


                                 CONFORMED COPY






                         MULTICURRENCY CREDIT AGREEMENT




                         Dated as of September 11, 1997



                                      Among



                             ALBERTO-CULVER COMPANY,


                         THE BORROWING SUBSIDIARIES FROM
                          TIME TO TIME PARTIES HERETO,


                         BANK OF AMERICA NATIONAL TRUST
                            AND SAVINGS ASSOCIATION,
                                 as U.S. Agent,


                                       and


                 THE OTHER FINANCIAL INSTITUTIONS PARTIES HERETO


                                   Arranged by



                                     - 44 -


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                          BANKAMERICA SECURITIES, INC.



                                     - 45 -


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                                                     ARTICLE I
                                                    DEFINITIONS


   1.01  Certain Defined Terms..............................................  2
   1.02  Other Interpretive Provisions...................................... 37
      (a)     Defined Terms................................................. 37
      (b)     The Agreement................................................. 37
      (c)     Certain Common Terms.......................................... 38
      (d)     Performance; Time............................................. 38
   1.03  Accounting Principles.............................................. 39
   1.04  Currency Equivalents General....................................... 40

                                                    ARTICLE II
                                                    THE CREDITS


   2.01  The Revolving Credit............................................... 40
   2.02  Loan Accounts; Bid Loan Notes...................................... 41
   2.03  Procedure for Committed Borrowings................................. 42
   2.04  Conversion and Continuation Electi................................. 45
   2.05  Utilization of Commitments in Available Currencies................. 48
   2.06  Bid Borrowings..................................................... 49
   2.07  Procedure for Bid Borrowings....................................... 49
   2.08  Voluntary Termination or Reduction of Commitments.................. 58
   2.09  Optional Prepayments............................................... 59
   2.10  Optional Increase in Commitments................................... 60
   2.11  Repayment.......................................................... 61
   2.12  Interest........................................................... 62
   2.13  Fees............................................................... 64
      (a)     Arrangement, Agency Fees...................................... 64
      (b)     Facility Fees................................................. 64
   2.14  Computation of Fees and Interest................................... 65
   2.15  Currency Exchange Fluctuations..................................... 67
   2.16  Payments by Borrowers.............................................. 68
   2.17  Payments by the Lenders to the Agent............................... 70
   2.18  Sharing of Payments, Etc........................................... 72
   2.19  Local Borrowing Amendments......................................... 73
                                   ARTICLE III
                     TAXES, YIELD PROTECTION AND ILLEGALITY

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   3.01  Taxes.............................................................. 74
   3.02  Withholding Tax.................................................... 78
   3.03  Illegality......................................................... 82
   3.04  Increased Costs and Reduction of Return............................ 83
   3.05  Funding Losses..................................................... 85
   3.06  Inability to Determine Rates....................................... 87
   3.07  Reserves........................................................... 88
   3.08  Certificates of Lenders............................................ 88
   3.09  Substitution of Lenders............................................ 89
   3.10  Survival........................................................... 89

                                   ARTICLE IV
                              CONDITIONS PRECEDENT


   4.01  Conditions of Initial Loans........................................ 90
      (a)     Credit Agreement; Notes....................................... 90
      (b)     Resolutions; Incumbency....................................... 90
      (c)     Organization Documents; Good Standing......................... 91
      (d)     Legal Opinions................................................ 91
      (e)     Payment of Fees............................................... 92
      (f)     Certificate................................................... 92
      (g)     Borrowing Subsidiaries........................................ 92
      (h)     Other Documents............................................... 93
   4.02  Conditions to All Borrowings....................................... 93
      (a)     Notice of Borrowing or Conversion / Continuation.............. 93
      (b)     Continuation of Representations and Warranties................ 93
      (c)     No Existing Default........................................... 94
   4.03  Conditions of Initial Loans to Borrowing Subsidiaries.............. 94

                                    ARTICLE V
                         REPRESENTATIONS AND WARRANTIES


   5.01  Corporate Existence and Power...................................... 96
   5.02  Corporate Authorization; No Contravention.......................... 97
   5.03  Governmental Authorization......................................... 98
   5.04  Binding Effect..................................................... 98
   5.05  Litigation......................................................... 99
   5.06  No Default..........................................................100
   5.07  ERISA Compliance....................................................100
   5.08  Use of Proceeds; Margin Regulations.................................102

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   5.09  Title to Properties.................................................102
   5.10  Taxes...............................................................102
   5.11  Financial Condition.................................................103
   5.12  Environmental Matters...............................................104
   5.13  Regulated Entities..................................................104
   5.14  Copyrights, Patents, Trademarks and Licenses, etc...................104
   5.15  Subsidiaries........................................................105
   5.16  Insurance...........................................................106
   5.17  Full Disclosure.....................................................106

                                   ARTICLE VI
                              AFFIRMATIVE COVENANTS


   6.01  Financial Statements................................................106
   6.02  Certificates; Other Information.....................................107
   6.03  Notices.............................................................108
   6.04  Preservation of Corporate Existence, Etc............................111
   6.05  Maintenance of Property.............................................112
   6.06  Insurance...........................................................113
   6.07  Payment of Obligations..............................................113
   6.08  Compliance with Laws................................................114
   6.09  Compliance with ERISA...............................................114
   6.10  Inspection of Property and Books and Records........................115
   6.11  Environmental Laws..................................................116
   6.12  Use of Proceeds.....................................................116

                                   ARTICLE VII
                               NEGATIVE COVENANTS


   7.01  Limitation on Liens.................................................116
   7.02  Disposition of Assets...............................................120
   7.03  Consolidations and Mergers..........................................122
   7.04  Margin Stock........................................................123
   7.05  Restricted Payments.................................................123
   7.06  ERISA...............................................................124
   7.07  Accounting Changes..................................................124
   7.08  Interest Coverage...................................................125
   7.09  Leverage............................................................126
   7.10  Subsidiary Indebtedness.............................................126

                                  ARTICLE VIII

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                                    GUARANTEE


   8.01  Guarantee...........................................................127
   8.02  No Subrogation, Contribution, Reimbursement or Indemnity............129
   8.03  Amendments, etc. with Respect to the Obligations; Waiver of Rights..130
   8.04  Guarantee Absolute and Unconditional................................131
   8.05 Reinstatement........................................................133

                                   ARTICLE IX
                                EVENTS OF DEFAULT


   9.01  Event of Default....................................................134
      (a)     Non-Payment....................................................134
      (b)     Representation or Warranty.....................................134
      (c)     Specific Defaults..............................................135
              (d) Other Defaults.............................................135
      (e)     Cross-Default..................................................135
      (f)     Insolvency; Voluntary Proceedings..............................136
      (g)     Involuntary Proceedings........................................136
      (h)     ERISA..........................................................137
      (i)     Monetary Judgments.............................................138
      (j)     Non-Monetary Judgments.........................................138
      (k)     Change of Control..............................................139
   9.02  Remedies............................................................139
   9.03  Rights Not Exclusive................................................141

                                    ARTICLE X
                                    THE AGENT


   10.01  Appointment and Authorization......................................141
   10.02  Delegation of Duties...............................................142
   10.03  Liability of Agent.................................................142
   10.04  Reliance by Agent..................................................143
   10.05  Notice of Default..................................................144
   10.06  Credit Decision....................................................145
   10.07  Indemnification....................................................146
   10.08  Agent in Individual Capacity.......................................147
   10.09  Successor Agent....................................................148
   10.10  Tax Withholding....................................................150
   10.11  Co-Agents..........................................................151

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                                   ARTICLE XI
                                  MISCELLANEOUS


   11.01  Amendments and Waivers.............................................152
   11.02  Notices............................................................154
   11.03  No Waiver; Cumulative Remedies.....................................156
   11.04  Costs and Expenses.................................................157
   11.05  Indemnity..........................................................158
   11.06  Payments Set Aside.................................................160
   11.07  Successors and Assigns.............................................161
   11.08  Assignments, Participations, etc...................................161
   11.09  Set-off............................................................168
   11.10  Notification of Addresses, Lending Offices, Etc....................168
   11.11  Counterparts.......................................................169
   11.12  Severability.......................................................169
   11.13  No Third Parties Benefited.........................................169
   11.14  Governing Law and Jurisdiction.....................................169
   11.15  Waiver of Jury Trial...............................................170
   11.16  Currency Indemnity.................................................171




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SCHEDULES

Schedule 2.01                                  List of Commitments and Pro Rata
                                               Shares
Schedule 5.05                                  Litigation Schedule
Schedule 5.07                                  ERISA Schedule
Schedule 5.12                                  Environmental Schedule
Schedule 5.15                                  List of Material Subsidiaries and
                                               Material Equity Investments
Schedule 7.01                                  Existing Liens
Schedule 11.02                                 Offshore and Domestic Lending
                                               Offices, Addresses for Notices


EXHIBITS

Exhibit A                Form of Borrowing Subsidiary Agreement
Exhibit B                Form of Borrowing Subsidiary Termination
Exhibit C                Form of Compliance Certificate
Exhibit D                Form of Invitation for Competitive Bids
Exhibit E                Form of Notice of Committed Borrowing
Exhibit F                Form of Notice of Conversion/Continuation
Exhibit G                Form of Bid Loan Note
Exhibit H                Form of Competitive Bid Request
Exhibit I      Form of Competitive Bid
Exhibit J                Form of Lender's Response to Pro Rata Commitment
                 Increase Request
Exhibit K                Form of Supplement for Non-Pro Rata Commitment
                         Increase (Existing Lender)
Exhibit L                Form of Supplement for Commitment Increase (New
                         Lender)
Exhibit M                Form of Opinion of Counsel to the Company
Exhibit N                Form of Assignment and Acceptance


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                                                     - 52 -


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                                                     - 53 -


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                         MULTICURRENCY CREDIT AGREEMENT

This  MULTICURRENCY  CREDIT  AGREEMENT is entered into as of September 11, 1997,
among  ALBERTO-CULVER  COMPANY,  a Delaware  corporation  (the  "Company"),  the
Borrowing  Subsidiaries  (as  hereinafter  defined) from time to time parties to
this   Agreement,   ALBERTO-   CULVER   USA,   INC.,   a  Delaware   corporation
("Alberto-Culver  USA"),  as a Borrowing  Subsidiary  and a Bid Borrower,  SALLY
BEAUTY COMPANY,  INC., a Delaware  corporation ("Sally Beauty"),  as a Borrowing
Subsidiary  and  a  Bid  Borrower,   the  several  banks  and  other   financial
institutions  from time to time  parties to this  Agreement  (collectively,  the
"Lenders";  individually,  a "Lender"),  The First  National Bank of Chicago and
NationsBank, N.A., as co-agents (the "Co- Agents"), and BANK OF AMERICA NATIONAL
TRUST AND SAVINGS  ASSOCIATION,  as agent for the Lenders  hereunder  (the "U.S.
Agent").

          WHEREAS,  subject to the terms and conditions of this  Agreement,  the
Lenders  have  agreed  to  make  available  to the  Company  and  the  Borrowing
Subsidiaries  during the period from the Closing Date to the Termination Date, a
revolving multicurrency credit facility;



                                                     - 54 -


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          NOW, THEREFORE, in consideration of the mutual agreements,  provisions
and covenants contained herein, the parties agree as follows:
                                    ARTICLE I
                                   DEFINITIONS

          1.01  Certain Defined Terms.  The following terms have the following
                meanings:

          "Acquisition" means any transaction or series of related  transactions
for the purpose of or resulting,  directly or indirectly, in (a) the acquisition
of all or  substantially  all of the assets of a Person,  or of any  business or
division  of a Person,  (b) the  acquisition  of in excess of 50% of the  voting
capital  stock,  partnership  interests,  membership  interests or equity of any
Person, or otherwise causing any Person to become a Subsidiary,  or (c) a merger
or  consolidation  or any other  combination  with another  Person (other than a
Person that is a Subsidiary)  provided that the Company or the Subsidiary is the
surviving entity.

          "Affiliate" means, as to any Person, any other Person which,  directly
or  indirectly,  is in control of, is controlled  by, or is under common control
with,  such Person.  A Person shall be deemed to control  another  Person if the
controlling  Person  possesses,  directly or indirectly,  the power to direct or
cause the direction of the management and policies of the other Person,  whether
through the ownership of voting securities,  membership interests,  by contract,
or otherwise.

          "Agent-Related Persons" means the U.S. Agent and any successor thereto
           in such capacity

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hereunder,  together with their  respective  Affiliates  (including the European
Payment  Agent  and,  in the  case of BofA,  the  Arranger),  and the  officers,
directors,   employees,   agents  and  attorneys-in-fact  of  such  Persons  and
Affiliates.

          "Agent's  Payment  Office"  means (a) in respect of  payments  in U.S.
Dollars,  the address for payments set forth in Section 11.02 for the U.S. Agent
or such  other  address  as the U.S.  Agent  may from  time to time  specify  in
accordance  with Section 11.02,  and (b) in respect of payments in any Available
Currency,  such address as the U.S.  Agent (or the European  Payment  Agent) may
from time to time specify in accordance with Section 11.02.

          "Agreement" means this  Multicurrency  Credit  Agreement,  as amended,
supplemented or otherwise modified from time to time.

          "Alberto-Culver USA" has the meaning specified in the Preamble.

          "Applicable Currency" means, as to any particular payment or Loan, 
           U.S. Dollars or the Available Currency in which it is denominated or
           is payable.

          "Applicable Margin" means -
          (a)  with  respect to Base Rate  Loans,  0%;  and (b) with  respect to
               Eurodollar  Loans and  Eurocurrency  Loans, (i) 0.140% if Level I
               Status  exists on any day, (ii) 0.1550% if Level II Status exists
               on any day,  (iii) 0.170% if Level III Status  exists on any day,
               (iv) 0.2125% if Level IV Status exists on any day, and (v) 0.300%
                if Level V Status exists on any day.
                                      -56-
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"Arranger" means BancAmerica Securities, Inc., a Delaware corporation.

"Assignee" has the meaning specified in Section 11.08(a).

"Assignment and Acceptance" has the meaning specified in Section 11.08(a).

"Attorney Costs" means and includes all reasonable fees and disbursements of any
law firm or other external counsel,  the reasonable  allocated costs of internal
legal services and all reasonable disbursements of internal counsel.

"Available  Currency"  means  each  of the  lawful  currency  of  (i)  Australia
(Australian  dollars),  (ii) Canada (Canadian dollars),  (iii) Germany (Deutsche
marks), (iv) Great Britain (pounds sterling), (v) Italy (Italian lira), and (vi)
Sweden (krona).


"Banking  Day"  means a day other  than  Saturday,  Sunday or other day on which
commercial  banks in Chicago,  New York City or San Francisco are  authorized or
required by law to close.

"Bankruptcy Code" means the Federal Bankruptcy Reform Act of 1978 (11 U.S.C.101,
 et seq.).
                                                     - 57 -


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"Base  Rate"  means,  for any day,  the higher of: (a) 0.50% per annum above the
latest U.S. Federal Funds Rate; and (b) the per annum rate of interest in effect
for such day as publicly  announced  from time to time by BofA in San Francisco,
California, as its "reference rate." (The "reference rate" is a rate set by BofA
based upon various factors  including  BofA's costs and desired return,  general
economic  conditions  and other  factors,  and is used as a reference  point for
pricing  some  loans,  which may be priced at,  above,  or below such  announced
rate.) Any change in the reference  rate  announced by BofA shall take effect at
the opening of business on the day specified in the public  announcement of such
change.

"Base Rate Loan" means a Committed Loan that bears interest at a rate based upon
the Base Rate.

"Bid  Borrower"  means  the  Company,  Alberto-Culver  USA or Sally  Beauty,  as
applicable.

"Bid Borrowing" means a Borrowing hereunder  consisting of one or more Bid Loans
made to the  Company  or  another  Bid  Borrower  on the same day by one or more
Lenders .

"Bid  Loan"  means a Loan made in U.S.  Dollars  by a Lender to the  Company  or
another Bid  Borrower  under  Section  2.07,  which may be a LIBOR Bid Loan or a
Specific Rate Bid Loan.

"Bid Loan Lender" means,  in respect of any Bid Loan, the Lender making such Bid
Loan to the Company or another Bid Borrower.

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"Bid Loan Note" has the meaning specified in Section 2.02(b).

"BofA" means Bank of America National Trust and Savings Association,  a national
banking association.

"Borrowers"  means  the  Company,  the  other Bid  Borrowers  and the  Borrowing
Subsidiaries; and "Borrower" means any of such Persons, as applicable.

"Borrowing"  means a borrowing  hereunder  consisting  of Loans of the same Type
made to the  respective  Borrower,  and may be a  Committed  Borrowing  or a Bid
Borrowing.

"Borrowing Date" means any Business Day on which a Borrowing occurs hereunder.

"Borrowing  Subsidiary"  means, on the Closing Date, each of Alberto-Culver  USA
and Sally Beauty, and thereafter any other Subsidiary  designated as a Borrowing
Subsidiary  by the Company  from time to time  pursuant to Section 4.03 that has
not ceased to be a Borrowing Subsidiary pursuant to such Section 4.03.

"Borrowing   Subsidiary  Agreement"  means  a  Borrowing  Subsidiary  Agreement,
substantially in the form of Exhibit A.
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          "Borrowing  Subsidiary   Termination"  means  a  Borrowing  Subsidiary
Termination, substantially in the form of Exhibit B.

          "Business Day" means (a) with respect to disbursements and payments in
respect of and calculations  pertaining to Base Rate Loans, any Banking Day, (b)
with respect to  disbursements  and payments in respect of and  calculations and
Interest Periods pertaining to Eurodollar Loans, any Banking Day which is also a
day on which  dealings are carried on in the London  interbank  market,  and (c)
with respect to  disbursements  and payments in respect of and  calculations and
Interest Periods pertaining to Eurocurrency Loans, any Banking Day which is also
(i) a day on which dealings are carried on in the applicable  offshore interbank
market for the relevant  eurocurrency,  as determined by the U.S.  Agent (or the
European  Payment Agent),  and (ii) a day on which commercial banks are open for
foreign  exchange  business  in London,  England,  and on which  dealings in the
relevant eurocurrency are carried on in the applicable offshore foreign exchange
interbank market in which  disbursement of or payment in such  eurocurrency will
be made or be received hereunder.

          "Capital  Adequacy   Regulation"  means  any  guideline,   request  or
directive of any central bank or other Governmental Authority, or any other law,
rule or  regulation,  whether  or not  having  the force of law,  in each  case,
regarding capital adequacy of any bank or of any corporation controlling a bank.

          "Change of Control" has the meaning specified in Section 9.01(k).


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"Closing  Date" means the date on which all  conditions  precedent  set forth in
Section  4.01  are  satisfied  or  waived  by all  Lenders  (or,  in the case of
subsection 4.01(e), waived by the Person entitled to receive such payment).

"Co-Agents" has the meaning specified in the Preamble.

"Code" means the Internal  Revenue Code of 1986, as amended from time to time or
any successor thereto, and regulations promulgated thereunder.

"Commitment",  as to each Lender,  has the meaning  specified  in Section  2.01;
collectively, as to all the Lenders, the "Commitments".

"Committed  Borrowing"  means a Borrowing  hereunder  consisting  of one or more
Committed Loans made to the Company or a Subsidiary  Borrower on the same day by
the Lenders.

"Committed  Loan"  means a Loan  by a  Lender  to the  Company  or a  Subsidiary
Borrower under Section 2.01, and may be a Base Rate Loan, a Eurodollar Loan or a
Eurocurrency Loan.

"Company" has the meaning specified in the Preamble.

"Competitive  Bid"  means an offer by a Lender to make a Bid Loan in  accordance
with subsection 2.07(c)(ii).

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"Competitive Bid Request" has the meaning specified in subsection 2.07(a).

"Compliance  Certificate"  means  a  certificate  substantially  in the  form of
Exhibit C.

"Computation  Date" means the date on which the U.S. Agent determines the Dollar
Equivalent amount of any Eurocurrency Loans pursuant to Section 2.05(a).

"Contingent  Obligation"  means,  as to  any  Person,  any  direct  or  indirect
liability of such Person,  whether or not contingent,  with or without recourse,
(a) with respect to any Indebtedness, lease, dividend, letter of credit or other
obligation  (the  "primary   obligations")   of  another  Person  (the  "primary
obligor"),  including any obligation of such Person (i) to purchase,  repurchase
or otherwise acquire such primary obligations or any security therefor,  (ii) to
advance  or  provide  funds for the  payment or  discharge  of any such  primary
obligation,  or to  maintain  working  capital or equity  capital of the primary
obligor or otherwise to maintain the net worth or solvency or any balance  sheet
item, level of income or financial  condition of the primary  obligor,  (iii) to
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 (iv) otherwise to assure or hold
harmless  the  holder of any such  primary  obligation  against  loss in respect
thereof  (each,  a  "Guaranty  Obligation");  (b)  with  respect  to any  Surety
Instrument  issued for the  account of that Person or as to which that Person is
otherwise liable for reimbursement of drawings or payments;  (c) to purchase any
materials,  supplies  or other  property  from,  or to obtain the  services  of,
another Person if the relevant  contract or other related document or obligation
requires that payment for such
                                                     - 62 -


<PAGE>



materials,  supplies  or other  property,  or for such  services,  shall be made
regardless of whether delivery of such materials,  supplies or other property is
ever made or tendered,  or such services are ever performed or tendered,  or (d)
in respect of any Swap Contract.  The amount of any Contingent  Obligation shall
(x) in the case of  Guaranty  Obligations,  be  deemed  equal to the  stated  or
determinable  amount of the primary obligation in respect of which such Guaranty
Obligation  is  made  or,  if  not  stated  or if  indeterminable,  the  maximum
reasonably  anticipated  liability  in respect  thereof,  and (y) in the case of
other Contingent  Obligations,  be equal to the maximum  reasonably  anticipated
liability in respect thereof.

"Contractual  Obligation"  means, as to any Person,  any provision either of any
security  issued by such  Person  or of any  agreement,  undertaking,  contract,
indenture, mortgage, deed of trust or other instrument, document or agreement to
which such Person is a party or by which it or any of its  property is bound and
which in either case is material to such Person.

"Conversion/Continuation  Date" means any  Business  Day on which the Company or
any Borrowing  Subsidiary (i) converts  Committed Loans from one Type to another
Type or (ii)  continues  as  Committed  Loans of the same  Type,  but with a new
Interest Period, Committed Loans having Interest Periods expiring on such date.

"Cost of Funds Rate" means, with respect to any Available Currency,  the rate of
interest  determined by the U.S. Agent or the European  Payment Agent in respect
thereof (which  determination  shall be conclusive absent demonstrable error) to
be the cost to the U.S. Agent or the

                                                     - 63 -


<PAGE>



European Payment Agent, as appropriate,  of obtaining funds  denominated in such
Available  Currency  for the period or, if  applicable,  the  relevant  Interest
Period or Periods during which any relevant amount in such Available Currency is
outstanding.

          "Default"  means  any  Event  of  Default  or  any  event  that  would
constitute an Event of Default but for the  requirement  that notice be given or
time elapse or both.

          "Dollar  Equivalent"  means, at any time, as to any amount denominated
in an Available Currency, the equivalent amount in U.S. Dollars as determined by
the U.S.  Agent in good faith at such time on the basis of the Spot Rate for the
purchase of U.S. Dollars with such currency, on the most recent Computation Date
provided for in Section 2.05(a), or such other date as specified herein.

          "Eligible  Assignee"  means (i) a commercial  bank organized under the
laws of the United States,  or any state thereof,  and having a combined capital
and surplus of at least $100,000,000; (ii) a commercial bank organized under the
laws of any other  country  which is a member of the  Organization  for Economic
Cooperation and Development (the "OECD"), or a political subdivision of any such
country,  and having a combined  capital and  surplus of at least  $100,000,000,
provided  that  such bank is acting  through a branch or agency  located  in the
United  States;  or (iii) a Person that is primarily  engaged in the business of
commercial banking and that is (A) a Subsidiary of a Bank, (B) a Subsidiary of a
Person  of which a Bank is a  Subsidiary,  or (C) a Person  of which a Bank is a
Subsidiary.


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          "Environmental  Claims"  means all claims,  however  asserted,  by any
Governmental   Authority  or  other  Person  alleging  potential   liability  or
responsibility  for violation of any Environmental Law, or for release or injury
to the environment.

          "Environmental Laws" means all federal,  state, local or foreign laws,
statutes, common law duties, rules, regulations,  ordinances and codes, together
with all administrative orders,  directed duties,  licenses,  authorizations and
permits of, and agreements  with,  any  Governmental  Authorities,  in each case
relating to environmental, health, safety and land use matters.

          "ERISA" means the Employee Retirement Income Security Act of 1974, and
regulations promulgated thereunder.

          "ERISA  Affiliate"  means  any  trade  or  business  (whether  or  not
incorporated)  under  common  control  with the  Company  within the  meaning of
Section  414(b) or (c) of the Code (and Sections  414(m) and (o) of the Code for
purposes of provisions relating to Section 412 of the Code).

          "ERISA  Event" means (a) a Reportable  Event with respect to a Pension
Plan; (b) a withdrawal by the Company or any ERISA Affiliate from a Pension Plan
subject  to  Section  4063  of  ERISA  during  a plan  year  in  which  it was a
substantial  employer (as defined in Section 4001(a)(2) of ERISA) or a cessation
of operations  which is treated as such a withdrawal  under  Section  4062(e) of
ERISA;  (c) a  complete  or  partial  withdrawal  by the  Company  or any  ERISA
Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan is
in reorganization; (d) the filing of a

                                                     - 65 -


<PAGE>



notice  of  intent  to  terminate,  the  treatment  of  a  Plan  amendment  as a
termination  under  Section  4041 or 4041A of ERISA of, or the  commencement  of
proceedings by the PBGC to terminate,  a Pension Plan or Multiemployer Plan; (e)
an event or condition which might  reasonably be expected to constitute  grounds
under  Section 4042 of ERISA for the  termination  of, or the  appointment  of a
trustee to  administer,  any  Pension  Plan or  Multiemployer  Plan;  or (f) the
imposition  of any liability  under Title IV of ERISA,  other than PBGC premiums
due but not  delinquent  under  Section  4007 of ERISA,  upon the Company or any
ERISA Affiliate.

          "Eurocurrency  Rate" means, for any Interest  Period,  with respect to
Eurodollar  Loans,  LIBOR Bid Loans or  Eurocurrency  Loans, as the case may be,
comprising  part of the same  Borrowing,  the rate of  interest  per annum  that
appears on page 3750 or 3740 of the Dow Jones Telerate  Screen (or any successor
pages) for deposits of the Applicable Currency with a maturity comparable to the
Interest  Period of the  applicable  Loan,  determined as of 11:00 a.m.  (London
time) on the date which is two Business Days prior to the  commencement  of such
Interest Period (or, in the case of Loans denominated in pounds sterling, on the
date of the commencement of such Interest Period).  If such rate does not appear
on page 3750 or 3740, as the case may be, of the Dow Jones  Telerate  Screen (or
any  successor  pages),  the rate of interest per annum  determined  by the U.S.
Agent in good faith as the rate at which  deposits in the  currency of such Loan
in the approximate amount of such Loan, and having a maturity comparable to such
Interest  Period,  would  be  offered  by  BofA to  major  banks  in the  London
eurocurrency  market at approximately 11:00 a.m. (London time) on the date which
is two Business Days prior to the  commencement  of such Interest Period (or, in
the  case  of  Loans  denominated  in  pounds  sterling,  on  the  date  of  the
commencement of such

                                                     - 66 -


<PAGE>



Interest Period).

"Eurocurrency  Loan" means a Committed Loan denominated in an Available Currency
that bears interest at a rate based upon the Eurocurrency Rate.

"Eurodollar  Loan" means a Committed Loan denominated in U.S. Dollars that bears
interest at a rate based upon the Eurocurrency Rate.

"European  Payment Agent" means Bank of America  International  Limited,  a bank
organized  under the laws of England,  or such  successor as may be appointed by
the U.S. Agent.

"Event of Default" means any of the events or circumstances specified in Section
9.01.

"Exchange  Act" means the  Securities  Exchange  Act of 1934,  as  amended,  and
regulations promulgated thereunder.

"Federal  Reserve  Board" means the Board of  Governors  of the Federal  Reserve
System and any successor thereto.

"Fee Letter" has the meaning specified in Section 2.13(a).

"Funded Debt" has the meaning specified in Section 7.09.

                                                     - 67 -


<PAGE>



          "FX Trading  Office"  means the Foreign  Exchange  Trading  Center San
Francisco,  California,  of BofA,  or such  other of BofA's  offices as BofA may
designate from time to time.

          "GAAP" means generally accepted  accounting  principles set forth from
time to time in the opinions and  pronouncements  of the  Accounting  Principles
Board and the American  Institute of Certified Public Accountants and statements
and pronouncements of the Financial Accounting Standards Board (or agencies with
similar functions of comparable stature and authority within the U.S. accounting
profession).

          "Governmental Authority" means any nation or government,  any state or
other political  subdivision  thereof,  any central bank (or similar monetary or
regulatory  authority) thereof,  any entity exercising  executive,  legislative,
judicial, regulatory or administrative functions of or pertaining to government,
and any governmental  regulatory authority or agency such as the Federal Reserve
Board, IRS or SEC.

          "Guaranteed Obligations" has the meaning specified in Section 8.01(a).

          "Guaranty Obligation" has the meaning specified in the definition of 
           Contingent Obligation.

          Indebtedness  of  any  Person  means,  without  duplication,  (a)  all
indebtedness  for borrowed  money of such Person;  (b) all  obligations  issued,
undertaken or assumed by such Person as the deferred  purchase price of property
or services (other than trade payables and accrued expenses

                                                     - 68 -


<PAGE>



entered  into in the  ordinary  course of business on ordinary  terms);  (c) all
non-contingent  reimbursement or payment obligations of such Person with respect
to Surety Instruments (such as, for example, unpaid reimbursement obligations in
respect of a drawing  under a letter of  credit);  (d) all  obligations  of such
Person evidenced by notes, bonds,  debentures or similar instruments,  including
obligations  so  evidenced  incurred  in  connection  with  the  acquisition  of
property,  assets or businesses;  (e) all indebtedness of such Person created or
arising  under any  conditional  sale or other  title  retention  agreement,  or
incurred as financing,  in either case with respect to property acquired by such
Person  (even  though the rights and remedies of the seller or lender under such
agreement  in the event of default are limited to  repossession  or sale of such
property);  (f) all obligations of such Person with respect to capital leases as
defined by GAAP;  (g) all net  obligations  of such Person with  respect to Swap
Contracts (such  obligations to be equal at any time to the aggregate net amount
that would have been  payable by such Person at the most recent  fiscal  quarter
end in connection  with the  termination  of such Swap  Contracts at such fiscal
quarter end); (h) all  indebtedness of other Persons  referred to in clauses (a)
through (g) above secured by (or for which the holder of such  Indebtedness  has
an existing right,  contingent or otherwise,  to be secured by) any Lien upon or
in property (including accounts and contracts rights) owned by such Person, even
though  such  Person has not  assumed or become  liable for the  payment of such
Indebtedness;  and (i) all  Guaranty  Obligations  of such  Person in respect of
indebtedness  or  obligations  of others of the kinds referred to in clauses (a)
through (h) above.

          "Indemnified Liabilities" has the meaning specified in Section 11.05.


                                                     - 69 -


<PAGE>



          "Indemnified Person" has the meaning specified in Section 11.05.

          "Independent Auditor" has the meaning specified in Section 6.01(a).

          "Insolvency  Proceeding"  means,  with respect to any Person,  (a) any
case, action or proceeding with respect to such Person before any court or other
Governmental  Authority  relating  to  bankruptcy,  reorganization,  insolvency,
liquidation, receivership,  dissolution, winding-up or relief of debtors, or (b)
any general assignment for the benefit of creditors, composition, marshalling of
assets for creditors,  or other similar  arrangement in respect of its creditors
generally or any  substantial  portion of its creditors;  undertaken  under U.S.
Federal, state or foreign law, including the Bankruptcy Code.

          "Interest  Payment Date" means (a) as to any Base Rate Loan,  the last
Business  Day  of  each  calendar  quarter,  (b) as to any  Eurodollar  Loan  or
Eurocurrency  Loan having an Interest  Period of three months or less,  the last
day of such Interest Period,  (c) as to any Eurodollar Loan or Eurocurrency Loan
having an  Interest  Period  longer than three  months,  each day which is three
months, or a whole multiple thereof, after the first day of such Interest Period
and the last day of such  Interest  Period and (d) as to any Bid Loan,  the last
day of the  Interest  Period  applicable  to such Bid Loan and such  intervening
dates prior to the maturity  thereof as may be specified by the  applicable  Bid
Borrower  and  agreed to by the  applicable  Bid Loan  Lender in the  applicable
Competitive Bid.

          "Interest Period" means (a) as to any Eurodollar Loan or Eurocurrency 
           Loan, the period

                                                     - 70 -


<PAGE>



commencing   on  the   Business   Day  such  Loan  is   disbursed,   or  on  the
Conversion/Continuation Date on which the Loan is converted into or continued as
a Eurodollar  Loan or Eurocurrency  Loan, as applicable,  and ending on the date
one,  two,  three,  six, nine or twelve  months  thereafter,  as selected by the
Company for itself or on behalf of a Borrowing  Subsidiary,  as the case may be,
in a Notice of Committed Borrowing or Notice of Conversion/Continuation;  (b) as
to any LIBOR Bid Loan,  the period  commencing  on the Business Day such Loan is
disbursed  and ending on the date one,  two,  three,  six, nine or twelve months
thereafter  as  selected  by the  applicable  Bid  Borrower  in  the  applicable
Competitive Bid Request and agreed to by the applicable Bid Loan Lender(s);  and
(c) as to any  Specific  Rate Bid Loan, a period of not less than 7 days and not
more than 183 days as selected by the  applicable Bid Borrower in the applicable
Competitive Bid Request and agreed to by the applicable Bid Loan Lender(s);

provided that:

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

          (ii)any   Interest   Period   pertaining  to  a  Eurodollar   Loan  or
          Eurocurrency  Loan that begins on the last  Business Day of a calendar
          month (or on a day for which there is no numerically

                                                     - 71 -


<PAGE>



          corresponding  day in the calendar  month at the end of such  Interest
          Period)  shall end on the last  Business Day of the calendar  month at
          the end of such Interest  Period;  and (iii)no Interest Period for any
          Loan shall extend beyond the Termination Date.

          "Investment  Amount"  means,  at any  time,  the  aggregate  amount of
Permitted  Receivables  sold in connection with Permitted  Receivables  Purchase
Facilities  as reported in the  Company's  most recent  Compliance  Certificate,
which amount is  reflected  in the  Company's  most recent  internal,  unaudited
consolidated balance sheet as "receivables sold."

          "Invitation for Competitive Bids" means a solicitation for Competitive
Bids, substantially in the form of Exhibit D.

          "IRS" means the Internal Revenue Service, and any U.S. Governmental
Authority succeeding of any of its principal functions under the Code.

          "Lender" has the meaning  specified in the  Preamble,  including  each
Person that shall  become a party  hereto  pursuant  to Section  2.10 or Section
11.08(a).

          "Lending Office means, as to any Lender, the office or offices of such
Lender  (or,  in the case of any  Eurocurrency  Loan,  of an  Affiliate  of such
Lender)  specified  as its  "Lending  Office" or  "Domestic  Lending  Office" or
"Eurocurrency  Lending  Office",  as the case may be, on Schedule 11.02, or such
other  office or offices of such  Lender  (or,  in the case of any  Eurocurrency
Loan, of

                                                     - 72 -


<PAGE>



an Affiliate of such Lender) as such Lender may from time to time specify to the
Company and the U.S. Agent.

          "Level I  Status"  exists  at any date if, at such  date,  either  the
Company's  corporate  credit  ratings or its  senior  unsecured  long-term  debt
ratings,  whichever is higher,  is rated either A (or the then equivalent grade)
or higher  by S&P or A2 (or the then  equivalent  grade)  or higher by  Moody's,
provided that if neither  corporate debt ratings nor senior unsecured  long-term
debt  ratings  for the  Company  are being  publicly  announced  by both S&P and
Moody's on any such date, then Level I Status exists if the ratio of Funded Debt
to Total  Capitalization as reflected on the most recent Compliance  Certificate
furnished by the Company pursuant to Section 6.02(a) is less than 0.10 to 1.0.

          "Level II Status"  exists at any date if, at such date, (i) either the
Company's  corporate  credit  ratings or its  senior  unsecured  long-term  debt
ratings,  whichever is higher, is rated either A- (or the then equivalent grade)
by S&P or A3 (or the then equivalent grade) by Moody's, provided that if neither
corporate  debt  ratings nor senior  unsecured  long-term  debt  ratings for the
Company are being  publicly  announced by both S&P and Moody's on any such date,
then Level II Status exists if the ratio of Funded Debt to Total  Capitalization
as reflected on the most recent Compliance  Certificate furnished by the Company
pursuant  to Section  6.02(a) is less than 0.20 to 1.0;  and (ii) Level I Status
does not exist.

          "Level III Status" exists at any date if, at such date, (i) either the
Company's  corporate  credit  ratings or its  senior  unsecured  long-term  debt
ratings, whichever is higher, is rated either BBB+ (or

                                                     - 73 -


<PAGE>



the then  equivalent  grade)  by S&P or Baa1 (or the then  equivalent  grade) by
Moody's,  provided that if neither  corporate debt ratings nor senior  unsecured
long-term debt ratings for the Company are being publicly  announced by both S&P
and  Moody's  on any such date,  then  Level III  Status  exists if the ratio of
Funded Debt to Total  Capitalization  as reflected on the most recent Compliance
Certificate  furnished by the Company  pursuant to Section  6.02(a) is less than
0.385 to 1.0; and (ii) neither Level I Status nor Level II Status exists.


          "Level IV Status"  exists at any date if, at such date, (i) either the
Company's  corporate  credit  ratings or its  senior  unsecured  long-term  debt
ratings, whichever is higher, is rated either BBB (or the then equivalent grade)
by S&P or Baa2 (or the then  equivalent  grade)  by  Moody's,  provided  that if
neither  corporate debt ratings nor senior unsecured  long-term debt ratings for
the Company  are being  publicly  announced  by both S&P and Moody's on any such
date,  then  Level  IV  Status  exists  if the  ratio  of  Funded  Debt to Total
Capitalization as reflected on the most recent Compliance  Certificate furnished
by the Company  pursuant to Section  6.02(a) is less than 0.50 to 1.0;  and (ii)
none of Level I Status, Level II Status or Level III Status exists.

          "Level V Status"  exists at any date if, at such date,  either (i) the
Company's  corporate  credit  ratings and its senior  unsecured  long-term  debt
ratings are both rated lower than BBB (or the then equivalent  grade) by S&P and
lower  than Baa2 (or the then  equivalent  grade) by  Moody's,  or (ii)  neither
corporate  debt  ratings nor senior  unsecured  long-term  debt  ratings for the
Company are being publicly announced by both S&P and Moody's and none of Level I
Status, Level II Status, Level III

                                                     - 74 -


<PAGE>



Status or Level IV Status exists.

          "LIBOR Auction" means a solicitation of Competitive Bids setting forth
a LIBOR Bid Margin pursuant to Section 2.07(a).

          "LIBOR  Bid Loan"  means any Bid Loan that  bears  interest  at a rate
based upon the Eurocurrency Rate.

          "LIBOR Bid Margin" has the meaning specified in subsection 2.07(c)(ii)
(C).

          "Lien" means any security interest,  mortgage,  deed of trust, pledge,
hypothecation,  charge or deposit arrangement,  encumbrance,  lien (statutory or
other) or preferential  arrangement of any kind or nature  whatsoever in respect
of any property  (including  those created by, arising under or evidenced by any
conditional  sale or other title retention  agreement,  the interest of a lessor
under a capital lease,  or the filing of any financing  statement  signed by and
naming  the owner of the asset to which such lien  relates as debtor,  under the
Uniform  Commercial Code or any comparable  law), but not including the interest
of a lessor under an operating lease.

          "Loan" means an  extension  of credit by a Lender under  Article II to
the Company,  another Bid Borrower or a Subsidiary Borrower, as the case may be,
and may be a Committed Loan or a Bid Loan.


                                                     - 75 -


<PAGE>



          "Loan Documents"  means this Agreement,  any Notes, the Fee Letter and
all other documents  delivered to the U.S. Agent,  the European Payment Agent or
any Lender in connection herewith.

          "Margin  Stock"  means  "margin  stock"  as such  term is  defined  in
Regulation G, T, U or X of the Federal Reserve Board.

          "Material Adverse Effect" means (a) a material adverse change in, or a
material adverse effect upon, the operations,  business,  properties,  condition
(financial  or  otherwise)  or  prospects  of the Company  and its  consolidated
Subsidiaries  taken as a whole,  which  change or effect shall exceed 15% of the
Company's total consolidated  assets as shown on its consolidated  balance sheet
for its most recent prior fiscal quarter;  or (b) a material adverse effect upon
the legality,  validity, binding effect or enforceability against the Company or
any Borrowing  Subsidiary of any Loan Document which material adverse effect was
not caused by any Lender.

          "Material  Subsidiary"  means,  at any time, any Subsidiary  having at
such time either (i) total (net)  revenues for the last fiscal year in excess of
15% of total (net) revenues of the Company and its consolidated Subsidiaries for
such period or (ii) total  assets,  as of the last day of the  preceding  fiscal
year,  having a net book  value in  excess  of 15% of the  total  assets  of the
Company and its  consolidated  Subsidiaries as of such day, in each case,  based
upon  the  Company's  most  recent  annual  or  quarterly  financial  statements
delivered to the U.S. Agent under Section 6.01.

          "Moody's" means Moody's Investors Service, a division of Dun 
Bradstreet Corporation.

                                                     - 76 -


<PAGE>



          "Multiemployer Plan" means a "multiemployer  plan", within the meaning
of Section  4001(a)(3)  of ERISA,  to which the  Company or any ERISA  Affiliate
makes, is making, or is obligated to make contributions or, during the preceding
three calendar years, has made, or been obligated to make, contributions.

          "Notes" means the Bid Loan Notes.

          "Notice of Committed Borrowing" means a notice in substantially the
form of Exhibit E.

          "Notice of Conversion/Continuation" means a notice in substantially
the form of Exhibit F.

          "Obligations"  means all advances,  debts,  liabilities,  obligations,
covenants and duties arising under this Agreement and the other Loan  Documents,
owing by any Borrower to any Lender, the U.S. Agent, or any Indemnified  Person,
whether direct or indirect (including those acquired by assignment), absolute or
contingent, due or to become due, now existing or hereafter arising.

          "Organization  Documents" means, for any corporation,  the certificate
or articles of  incorporation,  the bylaws,  any  certificate of designations or
other  instrument  relating  to the  rights of  preferred  shareholders  of such
corporation, and any shareholder rights agreement of such corporation.

          "Other Taxes" means any present or future stamp or documentary taxes 
or any other excise

                                                     - 77 -


<PAGE>



taxes,  charges or similar  levies  which arise  directly  from any payment made
hereunder or from the execution,  delivery or registration of, or otherwise with
respect to, this Agreement or any other Loan Documents.

          "Participant" has the meaning specified in Section 11.08(d).

          "PBGC"  means  the  Pension  Benefit  Guaranty  Corporation,   or  any
Governmental Authority succeeding to any of its principal functions under ERISA.

          "Pension  Plan" means a pension  plan (as  defined in Section  3(2) of
ERISA)  subject to Title IV of ERISA  which the  Company or any ERISA  Affiliate
sponsors,  maintains,  or to which the Company or any ERISA Affiliate  makes, is
making,  or is  obligated  to make  contributions,  or in the case of a multiple
employer plan (as described in Section 4064(a) of ERISA) has made  contributions
at any time during the immediately  preceding five (5) plan years; but excluding
in all cases any Multiemployer Plan.


          "Permitted Liens" has the meaning specified in Section 7.01.

          "Permitted  Receivables"  shall mean all  obligations  of any  obligor
(whether now existing or hereafter  arising)  under a contract for sale of goods
or services by the Company or any of its  Subsidiaries,  which shall include any
obligation of such obligor (whether now existing or hereafter

                                                     - 78 -


<PAGE>



arising) to pay interest,  finance charges or amounts with respect thereto, and,
with respect to any of the foregoing receivables or obligations,  (a) all of the
interest  of the  Company  or any of its  Subsidiaries  in the goods  (including
returned  goods) the sale of which gave rise to such  receivable  or  obligation
after the  passage of title  thereto  to any  obligor,  (b) all other  Liens and
property  subject thereto from time to time purporting to secure payment of such
receivables or obligations, and (c) all guarantees, insurance, letters of credit
and other  agreements or  arrangements  of whatever  character from time to time
supporting or securing payment of any such receivables or obligations.

          "Permitted  Receivables Purchase Facility" shall mean any agreement of
the  Company or any of its  Subsidiaries  (including,  without  limitation,  the
Receivables  Purchase  Agreement,  dated  January 31,  1996,  among the Company,
Alberto-Culver USA, Inc., Delaware Funding Corporation and J.P. Morgan Delaware)
providing  for  sales,   transfers  or  conveyances  of  Permitted   Receivables
purporting  to be sales (and  considered  sales under GAAP) that do not provide,
directly  or  indirectly,  for  recourse  against  the seller of such  Permitted
Receivables (or against any of such seller's Affiliates) by way of a guaranty or
any other  support  arrangement,  with  respect to the amount of such  Permitted
Receivables  (based on the financial  condition or  circumstances of the obligor
thereunder),  other than such  limited  recourse as is  reasonable  given market
standards for  transactions of a similar type,  taking into account such factors
as historical bad debt loss experience and obligor concentration levels.

          "Person"  means  an  individual,  partnership,  corporation,  business
trust, joint stock company, trust,  unincorporated  association,  joint venture,
limited liability company or Governmental Authority.


                                                     - 79 -


<PAGE>



          "Plan"  means an employee  benefit plan (as defined in Section 3(3) of
ERISA)  which the Company or any ERISA  Affiliate  sponsors or  maintains  or to
which the Company or any ERISA Affiliate  makes,  is making,  or is obligated to
make contributions and includes any Pension Plan or Multiemployer Plan.

          "Pro Rata Share" means,  as to any Lender at any time,  the percentage
equivalent (expressed as a decimal,  rounded to the ninth decimal place) at such
time of -

          (a) prior to the Termination Date, such Lender's Commitment divided by
          the combined Commitments of all Lenders, and

          (b) otherwise,  the aggregate  Dollar  Equivalent  principal amount of
          such  Lender's  outstanding  Loans  divided  by the  aggregate  Dollar
          Equivalent principal amount of all outstanding Loans.

          "Regulation U" means  Regulation U of the Federal Reserve Board, as in
effect from time to time.

          "Replacement Lender" has the meaning specified in Section 3.09.

          "Reportable  Event"  means,  any of the  events  set forth in  Section
4043(c) of ERISA or the  regulations  thereunder,  other than any such event for
which the 30-day notice  requirement  under ERISA has been waived in regulations
issued by the PBGC.

                                                     - 80 -


<PAGE>



          "Required  Lenders"  means  (a) at any time  prior to the  Termination
Date,  Lenders  then  holding  at  least  51% of  the  aggregate  amount  of the
Commitments,  and (b)  otherwise,  Lenders then holding at least 51% of the then
aggregate  Dollar  Equivalent  principal  amount of the outstanding  Loans.  For
purposes  of  determining   whether  the  Required  Lenders  have  approved  any
amendment,  waiver or consent or taken any other  action  hereunder,  the Dollar
Equivalent amount of all Eurocurrency Loans shall be calculated on the date such
amendment,  waiver or consent  is to become  effective  or such  action is to be
taken.

          "Requirement  of Law" means,  as to any Person,  any law (statutory or
common),  treaty,  rule or regulation or  determination of an arbitrator or of a
Governmental  Authority,  in each case applicable to and binding upon the Person
or any of its  property or to which the Person or any of its property is subject
and, in the case of the Company or any  Borrowing  Subsidiary,  which failure to
comply with is reasonably likely to have a Material Adverse Effect.

          "Responsible  Officer"  means  any of the  following  officers  of the
Company:  the chairman of the board,  any executive  vice  president,  the chief
executive officer,  the president,  the chief financial officer, any senior vice
president, and the treasurer.

          "Sally Beauty" has the meaning specified in the Preamble.

          "S&P"  means  Standard  &  Poor's  Ratings  Services,  a  division  of
McGraw-Hill Companies, Inc.

                                                     - 81 -


<PAGE>



          "Same Day Funds" means (i) with respect to disbursements  and payments
in  U.S.  Dollars,  immediately  available  funds,  and  (ii)  with  respect  to
disbursements and payments in an Available Currency,  same day or other funds as
may be  determined  by the U.S.  Agent  (or the  European  Payment  Agent) to be
customary  in the  place  of  disbursement  or  payment  for the  settlement  of
international banking transactions in the relevant currency.

          "SEC" means the Securities and Exchange Commission, or any U.S.
Governmental Authority succeeding to any of its principal functions.

          "Specific Rate" has the meaning specified in Section 2.07(c)(ii)(D).

          "Specific  Rate Auction"  means a  solicitation  of  Competitive  Bids
setting forth Specific Rates pursuant to Section 2.07(a).

          "Specific  Rate Bid Loan"  means a Bid Loan that bears  interest  at a
rate determined with reference to the Specific Rate.

          "Spot Rate" for a currency means the rate quoted by BofA in good faith
as the spot rate for the purchase by BofA of such currency with another currency
through its FX Trading Office at approximately 8:00 a.m. (San Francisco time) on
the date two  Business  Days prior to the date as of which the foreign  exchange
computation is made.


                                                     - 82 -


<PAGE>



          "Subsidiary"   of  a  Person  means  any   corporation,   association,
partnership,  joint venture,  limited liability company or other business entity
of which more than 50% of the voting  stock or other  equity  interests  (in the
case of Persons other than  corporations),  is owned or  controlled  directly or
indirectly by the Person, or one or more of the Subsidiaries of the Person, or a
combination thereof.  Unless the context otherwise clearly requires,  references
herein to a "Subsidiary" refer to a Subsidiary of the Company.

          "Surety  Instruments"  means all letters of credit (including  standby
and commercial),  banker's acceptances, bank guaranties,  shipside bonds, surety
bonds and similar instruments.

          "Swap  Contract" means any agreement  (including any master  agreement
and  any  agreement,   whether  or  not  in  writing,  relating  to  any  single
transaction) that is an interest rate swap agreement,  basis swap,  forward rate
agreement,  commodity  swap,  commodity  option,  equity or equity index swap or
option, bond option, interest rate option, foreign exchange agreement, rate cap,
collar or floor  agreement,  currency swap agreement,  cross-currency  rate swap
agreement,  swaption, currency option or any other, similar agreement (including
any option to enter into any of the foregoing).

          "Taxes"   means  any  and  all  present  or  future   taxes,   levies,
assessments, imposts, duties, deductions, fees, withholdings or similar charges,
and all liabilities with respect thereto,  excluding, in the case of each Lender
and the U.S. Agent, respectively, taxes imposed on or measured by its net income
by the  jurisdiction  (or any political  subdivision  thereof) under the laws of
which such Lender or U.S. Agent, as the case may be, is organized or maintains a
lending office.

                                                     - 83 -


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          "Termination Date" means the earlier to occur of:

          (a) September 10, 2002; and

          (b) the date on which the  Commitments  terminate in  accordance  with
          Section 2.08 or Section 9.02 of this Agreement.

          "Total Capitalization" has the meaning specified in Section 7.09.

          "Type" means (a) in the case of Committed  Loans,  a Base Rate Loan, a
Eurodollar Loan or a Eurocurrency Loan and (b) in the case of Bid Loans, a LIBOR
Bid Loan or a Specific Rate Loan, and

          "Unfunded  Pension  Liability"  means the  excess of a Pension  Plan's
benefit  liabilities under Section  4001(a)(16) of ERISA, over the current value
of that Pension Plan's  assets,  determined in accordance  with the  assumptions
used for funding the  Pension  Plan  pursuant to Section 412 of the Code for the
applicable plan year.

          "United States" and "U.S." each means the United States of America.

          "U.S. Agent" means BofA in its capacity as agent for the Lenders here-
under, and any successor U.S. Agent arising under Section 10.09.

                                                     - 84 -


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          "U.S. Dollars" and "U.S.$" each mean the lawful currency of the United
States.

          "U.S.  Federal  Funds Rate" means,  for any day, the rate set forth in
the  weekly  statistical  release  designated  as  H.15(519),  or any  successor
publication,  published by the Federal  Reserve Bank of New York  (including any
such successor,  "H.15(519)") on the preceding Business Day opposite the caption
"Federal  Funds  (Effective)";  or, if for any  relevant day such rate is not so
published on any such preceding  Business Day, the rate for such day will be the
arithmetic  mean as  determined  by the  U.S.  Agent of the  rates  for the last
transaction in overnight  Federal funds  arranged  prior to 11:00 a.m.  (Chicago
time) on that day by each of three leading brokers of Federal funds transactions
in New York City selected by the U.S. Agent.

          "Wholly-Owned  Subsidiary"  means any corporation in which (other than
directors'  qualifying shares or similar nominal shares required or permitted by
law) 80% or more of the  capital  stock of each  class  having  ordinary  voting
power,  and 80% or more of the capital stock of every other class, in each case,
at the time as of which any determination is being made, is owned,  beneficially
and of  record,  by the  Company,  or by one or more of the  other  Wholly-Owned
Subsidiaries, or both.

          1.02  Other Interpretive Provisions.

          (a)  Defined Terms.  Unless otherwise specified herein or therein, all
terms defined in this

                                                     - 85 -


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Agreement shall have the defined  meanings when used in any certificate or other
document made or delivered  pursuant hereto.  The meaning of defined terms shall
be equally  applicable  to the singular  and plural forms of the defined  terms.
Terms (including  uncapitalized terms) not otherwise defined herein and that are
defined  in  the  Uniform  Commercial  Code  shall  have  the  meanings  therein
described.

          (b) The Agreement. The words "hereof", "herein", "hereunder" and words
of similar import when used in this Agreement shall refer to this Agreement as a
whole and not to any particular  provision of this  Agreement;  and  subsection,
section,  schedule and exhibit references are to this Agreement unless otherwise
specified.

          (c) Certain Common Terms.

          (i) The term "documents" includes any and all instruments,  documents,
agreements,  certificates,  indentures,  notices  and  other  writings,  however
evidenced.

          (ii) The term "including" is not limiting and means "including without
limitation."

          (d) Performance;  Time. Whenever any performance  obligation hereunder
shall be stated to be due or  required  to be  satisfied  on a day other  than a
Business Day, such performance shall be made or satisfied on the next succeeding
Business Day. In the  computation  of periods of time from a specified date to a
later specified date, the word "from" means "from and including"; the words "to"

                                                     - 86 -


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and "until" each mean "to but excluding", and the word "through" means "to and 
including."

          (e)  Captions.  The captions and  headings of this  Agreement  are for
convenience  of reference only and shall not affect the  interpretation  of this
Agreement.

          (f) Construction.  This Agreement and the other Loan Documents are the
result of  negotiations  among and have been  reviewed  by  counsel  to the U.S.
Agent, the Borrowers and the other parties, and are the products of all parties.
Accordingly,  they shall not be construed  against the Lenders or the U.S. Agent
merely because of the U.S. Agent's or Lenders' involvement in their preparation.

          1.03  Accounting Principles.

          (a) Unless the context  otherwise  clearly  requires,  all  accounting
terms  not  expressly  defined  herein  shall be  construed,  and all  financial
computations  required  under this Agreement  shall be made, in accordance  with
GAAP, consistently applied.

          (b) References  herein to "fiscal year" and "fiscal  quarter" refer to
such fiscal periods of the Company.

          (c) With respect to financial matters, determinations of "materiality"
shall be made with  reference to the Company and its  consolidated  Subsidiaries
taken as a whole and be equal to or

                                                     - 87 -


<PAGE>



greater  than 15% of the  Company's  total  consolidated  assets as shown on its
consolidated  balance sheet for its most recent prior fiscal quarter;  provided,
however, that this Section 1.03(c) shall not be applicable to Section 9.01(d).

           1.04  Currency  Equivalents  Generally.  For  all  purposes  of  this
Agreement (but not for purposes of the  preparation of any financial  statements
delivered  pursuant  hereto),  the  equivalent in any  Available  Currency of an
amount in U.S.  Dollars,  and the equivalent in U.S. Dollars of an amount in any
Available Currency, shall be determined at the Spot Rate.

                                   ARTICLE II
                                   THE CREDITS

          2.01 The Revolving Credit.  Each Lender severally agrees, on the terms
and  conditions set forth herein,  to make Committed  Loans to the Company (or a
Borrowing  Subsidiary,  if  applicable)  from time to time on any  Business  Day
during the period from the Closing Date to the Termination Date, in an aggregate
amount not to exceed at any time  outstanding  the amount set forth on  Schedule
2.01 (such  amount as the same may be  increased  under  Section 2.10 or reduced
under  Section  2.08 or  changed  as a result of one or more  assignments  under
Section  11.08,  the  Lender's  "Commitment");   provided,  however,  that,  the
aggregate  amount of the  Commitments  of the Lenders  shall be deemed used from
time to  time to the  extent  of the  aggregate  amount  of the Bid  Loans  then
outstanding  and such deemed usage of the  aggregate  amount of the  Commitments
shall be applied  to the  Lenders  ratably  according  to their Pro Rata  Share.
Subject to Section 2.15, the aggregate Dollar Equivalent

                                                     - 88 -


<PAGE>



principal amount of all outstanding Committed Loans, together with the aggregate
principal amount of all outstanding Bid Loans,  shall not at any time exceed the
combined Commitments. Within the limits of each Lender's Commitment, and subject
to the  other  terms  and  conditions  hereof,  the  Company  (or any  Borrowing
Subsidiary,  if  applicable)  may borrow under this Section  2.01,  prepay under
Section 2.09 and reborrow under this Section 2.01.  Subject to Section  2.03(d),
the  Committed  Loans  may  from  time to  time be (i)  Base  Rate  Loans,  (ii)
Eurodollar   Loans,   (iii)  (subject  to  the  limitations  set  forth  herein)
Eurocurrency Loans or (iv) a combination  thereof,  as determined by the Company
(or a Borrowing  Subsidiary,  if  applicable)  and notified to the U.S. Agent in
accordance with Section 2.03, provided that no Committed Loan shall be made as a
Eurodollar Loan or a Eurocurrency  Loan after the day that is one month prior to
the Termination Date.

          2.02  Loan Accounts; Bid Loan Notes.

          (a) The Committed  Loans made by each Lender shall be evidenced by one
          or more loan  accounts  or records  maintained  by such  Lender in the
          ordinary course of business.  The loan accounts or records  maintained
          by the U.S.  Agent (or the  European  Payment  Agent) and each  Lender
          shall be prima  facie  evidence of the amount of the Loans made by the
          Lenders to the Company (or any Borrowing  Subsidiary) and the interest
          and payments  thereon.  Any failure so to record or any error in doing
          so shall not, however, limit or otherwise affect the obligation of the
          Company  (or any  Borrowing  Subsidiary)  hereunder  to pay any actual
          amount owing with respect to the Loans.


                                                     - 89 -


<PAGE>



          (b)  The  Bid  Loans  made  by any  Lender  shall  be  evidenced  by a
          promissory  note executed by the  respective Bid Borrower (a "Bid Loan
          Note") (each such Note to be  substantially in the form of Exhibit G).
          Each Lender shall endorse on the schedule  annexed to its Note for the
          respective  Bid  Borrower  the date,  amount and maturity of each Loan
          made by it and the  amount of each  payment of  principal  made by the
          respective  Bid  Borrower  with respect  thereto.  Each such Lender is
          irrevocably  authorized by the  respective Bid Borrower to endorse its
          Note and each  Lender's  record  shall be prima facie  evidence of the
          amount of each such Loan;  provided,  however,  that the  failure of a
          Lender to make, or an error in making, a notation thereon with respect
          to any Loan shall not limit or otherwise affect the obligations of the
          respective  Bid  Borrower  hereunder  or under  any such  Note to such
          Lender  but  any  such   failure  or  error  shall  not  increase  the
          obligations of the respective Bid Borrower hereunder to such Lender.


          2.03 Procedure for Committed Borrowings.  (a) Each Committed Borrowing
shall be made upon  irrevocable  written  notice  delivered  by the  Company (on
behalf of itself or any Borrowing  Subsidiary,  if applicable) to the U.S. Agent
in the form of a Notice of Committed Borrowing (which notice must be received by
the U.S.  Agent prior to 10:30 a.m.  (Chicago time) (i) four Business Days prior
to the requested  Borrowing Date, in the case of Eurocurrency  Loans; (ii) three
Business Days prior to the requested  Borrowing  Date, in the case of Eurodollar
Loans;  and  (iii) on the  requested  Borrowing  Date,  in the case of Base Rate
Loans, specifying:


                                                     - 90 -


<PAGE>



          (A) the identity of the Borrower;

          (B) the  amount  of the  Borrowing,  which  shall be in the  aggregate
          minimum  amount of the  Dollar  Equivalent  of  U.S.$5,000,000  or any
          multiple of (x) U.S.$1,000,000 in excess thereof,  in the case of Base
          Rate Loans or Eurodollar Loans, or (y) 100,000 units of the Applicable
          Currency in excess thereof, in the case of Eurocurrency Loans;

          (C) the requested Borrowing date, which shall be a Business Day;

          (D) the Type of Committed Loans comprising the Committed Borrowing;

          (E) the  duration  of the  Interest  Period  applicable  to such Loans
          included in such notice. If the Notice of Committed Borrowing fails to
          specify  the  duration  of  the  Interest  Period  for  any  Borrowing
          comprised of Eurodollar  Loans or  Eurocurrency  Loans,  such Interest
          Period shall be one month; and

          (F) in the case of a Borrowing  comprised of Eurocurrency  Loans,  the
          Available Currency or Currencies.

          (b) The Dollar  Equivalent  amount of any  Borrowing  in an  Available
Currency  will be  determined  by the  U.S.  Agent  for  such  Borrowing  on the
Computation  Date therefor in accordance with Section  2.05(a).  Upon receipt of
any Notice of Committed Borrowing, the U.S. Agent shall

                                                     - 91 -


<PAGE>



promptly notify each Lender  thereof,  and if such notice relates to a Borrowing
of Eurocurrency Loans, the European Payment Agent thereof,  and of the amount of
such Lender's Pro Rata Share of such Borrowing.

          (c) Each  Lender  will make the  amount of its Pro Rata  Share of each
Borrowing available to the U.S. Agent or, in the case of Eurocurrency Loans, the
European Payment Agent, for the account of the relevant  Borrower at the Agent's
Payment  Office on the Borrowing Date requested by the Company in Same Day Funds
and in the requested currency (i) in the case of a Borrowing  comprised of Loans
in U.S. Dollars, by 1:00 p.m (Chicago time), and (ii) in the case of a Borrowing
comprised of Eurocurrency Loans, by such time as the U.S. Agent may specify. The
proceeds of all such Loans will then be made promptly available but in any event
before the close of business on the  requested  Borrowing  Date to the  relevant
Borrower by the U.S. Agent or the European Payment Agent, as appropriate,  to an
account of the relevant Borrower at the Agent's Payment Office and in like funds
as received by such Person.

          (d) After giving  effect to any  Borrowing  (or to any  conversion  or
continuation  of Loans  pursuant to Section  2.04),  unless the U.S. Agent shall
otherwise consent,  there may be not more than ten different Interest Periods in
effect for Committed  Loans and not more than eight  Interest  Periods in effect
for Bid Loans.


          2.04  Conversion and Continuation Elections.  (a)  The Company may, 
for itself or on behalf

                                                     - 92 -


<PAGE>



of any Borrowing Subsidiary, if applicable, upon irrevocable written notice to
the U.S. Agent in accordance with subsection 2.04(b):

                           (i)  elect, as of any Business Day, in the case of
Base Rate Loans, or as of the last day of the applicable  Interest Period, in 
the case of Eurodollar Loans, to convert  any such  Loans  (or any  part
thereof  in an  amount  not  less  than U.S.$5,000,000,  or that is in an 
integral  multiple of U.S.$1,000,000 in excess thereof) into Loans in U.S.
Dollars of another Type; or

                           (ii)  elect,  as of the  last  day of the  applicable
          Interest  Period,  to  continue  any  Loans  having  Interest  Periods
          expiring  on such day (or any part  thereof in an amount not less than
          the Dollar  Equivalent  of  U.S.$5,000,000,  or that is in an integral
          multiple  of (x)  U.S.$1,000,000  in  excess  thereof,  in the case of
          Eurodollar  Loans, or (y) 100,000 units of the Applicable  Currency in
          excess thereof, in the case of Eurocurrency Loans);  provided, that if
          at any time the aggregate  amount of Eurodollar  Loans or Eurocurrency
          Loans in respect of any Borrowing is reduced, by payment,  prepayment,
          or conversion of part thereof to be less than the Dollar Equivalent of
          U.S.$5,000,000,  such Loans shall automatically convert into Base Rate
          Loans,  and on and after such date the right of the Company to convert
          or continue such Loans under this Section 2.04 shall terminate.

          (b) The Company (for itself or on behalf of any Borrowing  Subsidiary,
if applicable) shall deliver a Notice of  Conversion/Continuation to be received
by the U.S. Agent prior to 10:30 a.m.  (Chicago time) at least (i) four Business
Days prior to the requested Conversion/Continuation Date,

                                                     - 93 -


<PAGE>



if Loans are to be continued as  Eurocurrency  Loans;  (ii) three  Business Days
prior  to  the  requested  Conversion/Continuation  Date,  if  Loans  are  to be
converted  into or continued as  Eurodollar  Loans;  and (iii) on the  requested
Conversion/Continuation Date, if Loans are to be converted into Base Rate Loans,
specifying:

                (A)  the proposed Conversion/Continuation Date;

                (B)  the aggregate amount of Loans to be converted or continued;

                (C)  the Type of Loans resulting from the proposed conversion or
          continuation; and

                (D) other  than in the case of  conversions into Base Rate
                    Loans, the duration of the requested Interest Period.


          (c) If upon  the  expiration  of any  Interest  Period  applicable  to
Eurodollar  Loans, the Company has failed to select timely a new Interest Period
to be  applicable  to such  Loans,  or if any  Default or Event of Default  then
exists,  the Company shall be deemed to have elected to continue such Eurodollar
Loans on the basis of a one month Interest Period.  If the Company has failed to
select a new Interest Period to be applicable to Eurocurrency Loans prior to the
fourth  Business Day in advance of the expiration  date of the current  Interest
Period applicable thereto as provided in

                                                     - 94 -


<PAGE>



subsection  2.04(b),  or if any  Default or Event of Default  shall then  exist,
subject to the provisions of subsection 2.05(b),  the Company shall be deemed to
have  elected to continue  such  Eurocurrency  Loans on the basis of a one month
Interest Period.

          (d) The U.S. Agent will promptly  notify each Lender (and the European
Payment Agent in the case of  Eurocurrency  Loans) of its receipt of a Notice of
Conversion/Continuation, or, if no timely notice is provided by the Company, the
U.S. Agent will promptly notify each such Person of the details of any automatic
conversion. All conversions and continuations shall be made ratably according to
the respective  outstanding principal amounts of the Loans with respect to which
the notice was given held by each Lender.

          (e)  Unless  the  Required  Lenders  otherwise  consent,   during  the
existence of a Default or Event of Default,  the Company may not elect to have a
Base  Rate  Loan  converted  into a  Eurodollar  Loan,  or a  Eurocurrency  Loan
continued on the basis of an Interest Period exceeding one month.

          2.05 Utilization of Commitments in Available Currencies.  (a) The U.S.
Agent will determine in good faith the Dollar  Equivalent amount with respect to
any (i) Borrowing  comprised of Eurocurrency Loans as of the requested Borrowing
Date,  (ii)  outstanding  Eurocurrency  Loans as of the last Banking Day of each
month, and (iii) outstanding  Eurocurrency Loans as of any  redenomination  date
pursuant to this Section 2.05 or Section 3.06 (each such date under  clauses (i)
through (iii) a "Computation Date").


                                                     - 95 -


<PAGE>



          (b)  Notwithstanding  anything  herein  to the  contrary,  during  the
existence of a Default or an Event of Default,  upon the request of the Required
Lenders,  all or any  part  of  any  outstanding  Eurocurrency  Loans  shall  be
redenominated  and converted  into Base Rate Loans with effect from the last day
of the Interest  Period with respect to any such  Eurocurrency  Loans.  The U.S.
Agent will  promptly  notify the Company,  the Lenders and the European  Payment
Agent of any such redenomination and conversion request.

          2.06 Bid Borrowings. In addition to Committed Borrowings,  each Lender
severally  agrees that the Company may, as set forth in Section 2.07,  from time
to time request the Lenders  prior to the  Termination  Date to submit offers to
make Bid Loans to the Company or another Bid Borrower;  provided,  however, that
the Lenders may,  but shall have no  obligation  to,  submit such offers and the
Company on its own behalf or on the behalf of such other Bid  Borrower  may, but
shall have no obligation to, accept any such offers; and provided, further, that
at no time shall the  outstanding  aggregate  principal  amount of all Bid Loans
made by all Lenders,  plus the outstanding aggregate Dollar Equivalent principal
amount  of  all  Committed  Loans  made  by  all  Lenders  exceed  the  combined
Commitments.

          2.07  Procedure for Bid  Borrowings.  The Company may, as set forth in
this Section, on behalf of itself or another Bid Borrower request the U.S. Agent
to solicit offers from all the Lenders to make Bid Loans.

         (a)  When the Company wishes to request the Lenders to submit offers to

                                                     - 96 -


<PAGE>



          make Bid  Loans  hereunder,  it shall  transmit  to the U.S.  Agent by
          telephone call followed promptly by facsimile transmission a notice in
          substantially  the form of Exhibit H (a "Competitive  Bid Request") so
          as to be  received  no later than 10:30 a.m.  (Chicago  time) (x) four
          Business  Days prior to the date of a proposed  Bid  Borrowing  in the
          case of a LIBOR Auction,  or (y) one Business Day prior to the date of
          a  proposed  Bid  Borrowing  in the  case of  Specific  Rate  Auction,
          specifying:

            (i) the identity of the Bid Borrower;

            (ii) the date of such Bid Borrowing, which shall be a Business Day;

            (iii) the aggregate  amount of such Bid Borrowing, which shall be a
                  minimum amount of  U.S.$5,000,000 or in multiples of U.S.
                  $1,000,000 in excess thereof;

            (iv) whether the  Competitive  Bids requested are to be for LIBOR
                 Bid Loans or Specific  Rate Bid Loans or both; and

            (v)  the  duration  of  the Interest Period applicable thereto,
                 subject to the provisions of the definition of "Interest 
                 Period" herein.

          Subject to subsection 2.07(c), the Company may not request the U.S.
          Agent to solicit offers

                                                     - 97 -


<PAGE>



          for Competitive  Bids for more than three Interest Periods in a single
          Competitive Bid Request and may not request Competitive Bids more than
          once in any period of five Business Days.

                           (b) Upon receipt of a  Competitive  Bid Request,  the
          U.S. Agent will promptly send to the Lenders by facsimile transmission
          an  Invitation  for  Competitive   Bids,  which  shall  constitute  an
          invitation  by the  Company  (on  behalf  of  itself  or  another  Bid
          Borrower) to each Lender to submit  Competitive  Bids offering to make
          the Bid  Loans  to which  such  Competitive  Bid  Request  relates  in
          accordance with this Section 2.07.

                           (c) (i) Each  Lender may at its  discretion  submit a
          Competitive  Bid  containing  an offer or  offers to make Bid Loans in
          response to any Invitation for Competitive  Bids. Each Competitive Bid
          must comply with the requirements of this subsection  2.07(c) and must
          be  submitted  to the U.S.  Agent  by  facsimile  transmission  at its
          offices  specified in or pursuant to Section  11.02 not later than (1)
          8:30 a.m.  (Chicago  time) three  Business  Days prior to the proposed
          date of  Borrowing,  in the case of a LIBOR  Auction  or (2) 8:30 a.m.
          (Chicago  time) on the proposed  date of  Borrowing,  in the case of a
          Specific Rate Auction;  provided that  Competitive  Bids  submitted by
          BofA may only be submitted  if BofA  notifies the Company of the terms
          of the offer or offers contained  therein not later than (A) 8:15 a.m.
          (Chicago  time)  three  Business  Days prior to the  proposed  date of
          Borrowing,  in the case of a LIBOR  Auction or (B) 8:15 a.m.  (Chicago
          time) on the  proposed  date of  Borrowing,  in the case of a Specific
          Rate Auction.

                                                     - 98 -


<PAGE>



         (ii)  Each  Competitive  Bid  shall  be  in substantially  the  form
               of  Exhibit  I,  specifying therein:

               (A)  the proposed date of Borrowing;

               (B) the  principal  amount of each Bid
                   Loan  for  which  such  Competitive  Bid is
                   being made,  which principal amount (x) may
                   be equal to,  greater than or less than the
                   Commitment of the quoting Lender,  (y) must
                   be $5,000,000 or in multiples of $1,000,000
                   in excess  thereof,  and (z) may not exceed
                   the principal amount of Bid Loans for which
                   Competitive Bids were requested;

               (C) in case the Company elects a LIBOR
                   Auction,  the  margin  above or  below  the
                   Eurocurrency  Rate (the "LIBOR Bid Margin")
                   offered  for each such Bid Loan,  expressed
                   in multiples of 1/1000th of one basis point
                   to be  added  to  or  subtracted  from  the
                   applicable   Eurocurrency   Rate   and  the
                   Interest Period applicable thereto;                  

               (D)  in  case  the  Company  elects  a
                    Specific Rate Auction, the rate of interest
                    per  annum   expressed   in   multiples  of
                    1/1000th of one basis point (the  "Specific
                    Rate")  offered  for each such Bid Loan and
                    the Interest Period applicable thereto; and

                                                     - 99 -


<PAGE>



               (E)  the   identity   of  the  quoting Lender.

          A  Competitive  Bid may  contain  up to three  separate  offers by the
          quoting Lender with respect to each Interest  Period  specified in the
          related Invitation for Competitive Bids.

         (iii)Any Competitive Bid shall be disregarded if it:

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

              (B)  contains qualifying, conditional or similar language;

              (C)  proposes  terms  other than or in
                   addition   to  those   set   forth  in  the
                   applicable Invitation for Competitive Bids; or
                                     

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

                           (d)  Promptly on receipt and not later than 9:00 a.m.
          (Chicago  time)  three  Business  Days prior to the  proposed  date of
          Borrowing, in the case of a LIBOR Auction, or 9:00 a.m. (Chicago time)
          on the  proposed  date of  Borrowing,  in the case of a Specific  Rate
          Auction,  the U.S.  Agent will  notify the Company of the terms (i) of
          any Competitive

                                                     - 100 -


<PAGE>



          Bid  submitted  by a  Lender  that is in  accordance  with  subsection
          2.07(c),  and (ii) of any Competitive Bid that amends,  modifies or is
          otherwise  inconsistent  with a previous  Competitive Bid submitted by
          such Lender with respect to the same Competitive Bid Request. Any such
          subsequent  Competitive  Bid shall be  disregarded  by the U.S.  Agent
          unless such subsequent  Competitive Bid is submitted solely to correct
          a manifest error in such former  Competitive  Bid and only if received
          within the times set forth in  subsection  2.07(c).  The U.S.  Agent's
          notice to the Company shall specify (1) the aggregate principal amount
          of Bid Loans for which  offers have been  received  for each  Interest
          Period  specified  in the related  Competitive  Bid  Request;  (2) the
          respective  principal amounts and LIBOR Bid Margins or Specific Rates,
          as the  case  may  be,  so  offered;  and (3)  any  other  information
          regarding such  Competitive  Bid reasonably  requested by the Company.
          Subject only to the provisions of Sections 3.03,  3.06 and 4.02 hereof
          and the provisions of this  subsection  (d), any Competitive Bid shall
          be irrevocable except with the written consent of the U.S. Agent given
          on the written instructions of the Company.

                           (e) Not later  than 9:45 a.m.  (Chicago  time)  three
          Business Days prior to the proposed date of Borrowing,  in the case of
          a LIBOR Auction,  or 9:45 a.m.  (Chicago time) on the proposed date of
          Borrowing,  in the case of a Specific Rate Auction,  the Company shall
          notify the U.S. Agent, in writing and in a form reasonably  acceptable
          to the U.S. Agent, of its acceptance or  non-acceptance  of the offers
          notified to it pursuant to subsection 2.07(d).  The Company (on behalf
          of itself or another Bid  Borrower)  shall be under no  obligation  to
          accept  any  offer and may  choose  to  accept  or reject  some or all
          offers.

                                                     - 101 -


<PAGE>



          In the case of  acceptance,  such notice shall  specify the  aggregate
          principal  amount of offers for each Interest Period that is accepted.
          The Company (on behalf of itself or another Bid  Borrower)  may accept
          any Competitive Bid in whole or in part; provided that:

                           (i)the  aggregate  principal amount of each
                           Bid  Borrowing may not exceed the  applicable  amount
                           set forth in the related Competitive Bid Request;

                          (ii)the principal amount of each Bid Borrowing must be
                           U.S.$5,000,000 or in any multiple of U.S.$1,000,000
                           in excess thereof;

                           (iii)acceptance of offers may only be made on the
                           basis of  ascending  LIBOR Bid  Margins  or  Specific
                           Rates within each  Interest  Period,  as the case may
                           be; and


                           (iv)the  Company  may not  accept any offer
                           that is described in subsection  2.07(c)(iii) or that
                           otherwise  fails to comply with the  requirements  of
                           this Agreement.

                           (f) If offers  are made by two or more  Lenders  with
          the same LIBOR Bid Margins or Specific  Rates, as the case may be, for
          a greater aggregate principal amount than

                                                     - 102 -


<PAGE>



          the  amount in  respect of which  such  offers  are  accepted  for the
          related Interest Period,  the principal amount of Bid Loans in respect
          of which such offers are accepted shall be allocated by the U.S. Agent
          among such Lenders (in such multiples,  not less than  U.S.$1,000,000,
          as the U.S.  Agent may deem  appropriate)  as nearly as practicable in
          proportion  to  the  aggregate   principal  amounts  of  such  offers.
          Determination  by the U.S.  Agent of the amounts of Bid Loans shall be
          conclusive in the absence of demonstrable error.

                           (g) (i) The U.S.  Agent  will  promptly  notify  each
                           Lender  having  submitted  a  Competitive  Bid if its
                           offer has been  accepted  and,  if its offer has been
                           accepted,  of the amount of the Bid Loan or Bid Loans
                           to be made by it on the date of the Bid Borrowing.

                           (ii) Each Lender, which has received notice
                           pursuant   to   subsection    2.07(g)(i)   that   its
                           Competitive  Bid has been  accepted,  shall  make the
                           amounts of such Bid Loans available to the U.S. Agent
                           in Same Day Funds for the  account of the  Company or
                           other Bid  Borrower,  as  applicable,  at the Agent's
                           Payment Office,  by 1:00 p.m.  (Chicago time) on such
                           date of Bid Borrowing.

                           (iii)Promptly  following each Bid Borrowing,  the
                           U.S.  Agent shall notify each Lender of the ranges of
                           bids  submitted  and  the  highest  and  lowest  bids
                           accepted for each  Interest  Period  requested by the
                           Company and the aggregate amount borrowed pursuant to
                           such Bid Borrowing.

                                                     - 103 -


<PAGE>



                           (iv)From  time to time,  the Bid  Borrowers
                           and the Lenders shall furnish such information to the
                           U.S. Agent as the U.S. Agent may request  relating to
                           the  making  of Bid  Loans,  including  the  amounts,
                           interest  rates,  dates of borrowings  and maturities
                           thereof,  for purposes of the  allocation  of amounts
                           received  from the Bid  Borrowers  for payment of all
                           amounts owing hereunder.

                           (h)  If,  on or  prior  to the  proposed  date of Bid
          Borrowing,  the  Commitments  have not been terminated and if, on such
          proposed date of Bid Borrowing  all  applicable  conditions to funding
          referenced  in this  Agreement  are  satisfied,  the Lender or Lenders
          whose offers have been accepted by the Company (on behalf of itself or
          another Bid Borrower) will fund each Bid Loan so accepted.

          2.08 Voluntary  Termination or Reduction of  Commitments.  The Company
may,  upon not less than five  Business  Days' prior  notice to the U.S.  Agent,
terminate the Commitments, or permanently reduce the Commitments by an aggregate
minimum Dollar  Equivalent  amount of  U.S.$5,000,000  or any Dollar  Equivalent
multiple of  U.S.$1,000,000  in excess  thereof;  unless,  after  giving  effect
thereto and to any prepayments of Loans made on the effective date thereof,  the
then-outstanding  principal Dollar  Equivalent  amount of the Loans would exceed
the  amount  of the  combined  Commitments  then  in  effect.  Once  reduced  in
accordance  with  this  Section,  the  Commitments  may  not be  increased.  Any
reduction of the  Commitments  shall be applied to each Lender  according to its
Pro Rata Share. All accrued facility fees (under Section 2.13(b)) to, but not

                                                     - 104 -


<PAGE>



including the effective  date of any reduction or  termination  of  Commitments,
shall be paid on the effective date of such reduction or termination.

          2.09 Optional  Prepayments.  (a) Subject to Section 3.05,  the Company
may, at any time or from time to time,  upon  irrevocable  written notice to the
U.S. Agent, ratably prepay Committed Loans in whole or in part, in the aggregate
minimum amount of the Dollar Equivalent of U.S.$5,000,000 or any multiple of (x)
U.S.$1,000,000 in excess thereof,  in the case of Base Rate Loans or Eurodollars
Loans or (y) 100,000 units of the Applicable  Currency in excess thereof, in the
case of Eurocurrency  Loans. The Company shall deliver a notice of prepayment to
be received by the U.S.  Agent not later than 10:30 a.m.  (Chicago  time) (i) at
least three Business Days in advance of the  prepayment  date if the Loans to be
prepaid are Eurocurrency Loans, (ii) at least one Business Day in advance of the
prepayment  date if the Loans to be prepaid are Eurodollar  Loans,  and (iii) on
the prepayment date if the Loans to be prepaid are Base Rate Loans.  Such notice
of prepayment  shall specify the date and amount of such  prepayment and whether
such prepayment is of Base Rate Loans, Eurodollar Loans,  Eurocurrency Loans, or
any  combination  thereof,  and the Applicable  Currency.  Such notice shall not
thereafter be revocable by the Company and the U.S.  Agent will promptly  notify
each Lender thereof (and the European Payment Agent, if appropriate) and of such
Lender's  Pro Rata  Share of such  prepayment.  If such  notice  is given by the
Company, the Company (or a Subsidiary  Borrower,  if applicable) shall make such
prepayment  and the payment  amount  specified  in such notice  shall be due and
payable on the date specified  therein,  together with accrued  interest to each
such date on the amount  prepaid  and any amounts  required  pursuant to Section
3.05 (but no other  amounts  shall be due and  payable  on such date  under this
Section 2.09(a)).

                                                     - 105 -


<PAGE>



          (b) Bid Loans may not be voluntarily prepaid by any Bid Borrower.

          2.10 Optional  Increase in Commitments.  The Company may, no more than
twice a year,  request  the  Lenders by  written  notice to the U.S.  Agent,  to
increase the aggregate  Commitments,  which notice shall be  accompanied  by the
resolutions of the board of directors of the Company approving such increase and
certified by the  Secretary or an Assistant  Secretary of the Company,  provided
that in no event shall the aggregate Commitments exceed U.S.$300,000,000 without
the written  consent of all the  Lenders.  The U.S.  Agent shall  transmit  such
request to each Lender  within one Banking Day after its receipt  thereof.  Each
Lender  will have the  option,  in its sole  discretion,  to  subscribe  for its
proportionate share of such requested  increase,  according to its then existing
Pro Rata Share.  The Lenders shall  respond in writing to the Company's  request
through the U.S. Agent within fifteen Banking Days by submitting a supplement in
the form of Exhibit J. Any Lender not  responding  within  fifteen  Banking Days
shall be deemed to have declined the request. At the option of the Company,  any
part of the increase not so subscribed  may be assumed,  within ten Banking Days
of the Lenders'  response,  by one or more existing  Lenders or assumed by other
banks meeting the qualifications of an Eligible Assignee  acceptable to the U.S.
Agent and the Company, which consent of the U.S. Agent shall not be unreasonably
withheld,  upon submission of a supplement in the form of Exhibit K, in the case
of an  existing  Lender,  or  Exhibit  L,  in the  case of a new  party  to this
Agreement, and Schedule 2.01 shall be amended accordingly.  In order to maintain
outstanding  Committed  Loans in accordance with each Lender's Pro Rata Share at
all  times,  a  reallocation  of  Commitments  as a  result  of a  non-pro  rata
subscription  to the increase in the  Commitments  pursuant to this Section 2.10
may require a prepayment of certain Loans by the Company (subject, without

                                                     - 106 -


<PAGE>



limitation, to Section 3.05 hereof).

          2.11 Repayment.  The Company (and each other Borrower,  if applicable)
shall  repay to the  Lenders on the  Termination  Date the  aggregate  principal
amount  of all Loans  outstanding  on such  date;  provided,  however,  that the
aggregate principal amount of all Loans to any Borrowing Subsidiary shall become
immediately  due and  payable  on the date on which the U.S.  Agent  receives  a
Borrowing Subsidiary  Termination in respect of such Borrowing  Subsidiary.  The
Company  (and  each  Borrowing  Subsidiary,  if  applicable)  shall  repay  each
Eurodollar  Loan and  each  Eurocurrency  Loan on the  last day of the  relevant
Interest  Period,  and the Company (and each other Bid Borrower,  if applicable)
shall repay each Bid Loan on the last day of the relevant Interest Period.

12  Interest.

(a)Each  Committed Loan shall bear interest on the outstanding  principal amount
thereof  from the  applicable  Borrowing  Date at a rate per annum  equal to the
Eurocurrency  Rate or the Base  Rate,  as the case  may be (and  subject  to the
Company's right to convert to other Types of Loans under Section 2.04), plus the
Applicable  Margin.  Each  Bid  Loan  shall  bear  interest  on the  outstanding
principal amount thereof from the applicable  Borrowing Date at a rate per annum
equal to the Eurocurrency  Rate plus (or minus) the LIBOR Bid Margin,  or at the
Specific Rate, as the case may be.

(b)Interest on each Loan shall be paid in arrears on each Interest Payment Date.


                                                     - 107 -


<PAGE>



Interest shall also be paid on the date of any prepayment of Committed  Loan
under Section 2.09 for the portion of the Loans so prepaid and upon payment
(including  prepayment) in full thereof.

(c)Notwithstanding  subsection (a) of this Section,  after  acceleration  or the
occurrence and continuation of an Event of Default under Section 9.01(a) or (c),
or commencing five days after the occurrence and continuation of any other Event
of  Default,  the  Company  (or any other  Borrower,  if  applicable)  shall pay
interest  (after as well as  before  entry of  judgment  thereon  to the  extent
permitted by law) on the principal amount of all outstanding  Obligations,  at a
rate per annum  which is  determined  by  adding 2% per annum to the  Applicable
Margin then in effect for such Loans and, in the case of Obligations not subject
to an  Applicable  Margin,  at a rate per annum  equal to the Base Rate plus 2%;
provided,  however,  that, on and after the  expiration  of any Interest  Period
applicable to any Eurodollar Loan or Eurocurrency  Loan  outstanding on the date
of occurrence of such Event of Default or acceleration,  the principal amount of
such Loan shall,  after the  expiration of such  Interest  Period and during the
continuation of such Event of Default or after acceleration,  bear interest at a
rate per annum  equal to the Base  Rate plus 2%.  Interest  payable  under  this
subsection 2.12(c) shall be payable on demand by the Required Lenders.

(d)Anything  herein to the  contrary  notwithstanding,  the  obligations  of the
Company (or any other Borrower,  if applicable) to any Lender hereunder shall be
subject to the  limitation  that payments of interest  shall not be required for
any period for which interest is computed hereunder,  to the extent (but only to
the extent) that  contracting for or receiving such payment by such Lender would
be contrary to the provisions of any law applicable to such Lender  limiting the
highest rate of interest

                                                     - 108 -


<PAGE>



that may be lawfully  contracted for, charged or received by such Lender, and in
such  event the  Company  (or any such  other  Borrower)  shall pay such  Lender
interest at the highest rate permitted by applicable law.

2.13  Fees.

(a)Arrangement,  Agency Fees.  The Company shall pay an  arrangement  fee to the
Arranger for the  Arranger's  own account,  and shall pay agency  (including bid
agency) fees and other sums to the U.S. Agent for the U.S.  Agent's own account,
as required by the letter  agreement  ("Fee  Letter")  between the Company,  the
Arranger and BofA dated June 20, 1997.

(b)Facility  Fees.  The Company  shall pay to the U.S.  Agent for the account of
each Lender a facility  fee on the entire  portion of such  Lender's  Commitment
(whether  utilized or  unutilized),  computed on a quarterly basis in arrears on
the last Banking Day of each calendar quarter,  equal to (i) 0.060% per annum if
Level I Status exists,  (ii) 0.070% per annum if Level II Status  exists,  (iii)
0.080% per annum if Level III Status exists,  (iv) 0.1125% per annum if Level IV
Status exists, and (v) 0.150% per annum if Level V Status exists.  Such facility
fee shall accrue from the Closing Date to the Termination  Date and shall be due
and  payable  quarterly  in arrears  on the last  Banking  Day of each  calendar
quarter  commencing on September 30, 1997 through the Termination Date, with the
final payment to be made on the Termination  Date;  provided that, in connection
with any reduction or termination of Commitments under Section 2.08, the accrued
facility fee calculated for the period ending on such date shall also be paid on
the date of such reduction or termination, with the following

                                                     - 109 -


<PAGE>



quarterly  payment  being  calculated  on the  basis  of the  period  from  such
reduction or termination date to such quarterly  payment date. The facility fees
provided in this subsection shall accrue at all times after the  above-mentioned
commencement date,  including at any time during which one or more conditions in
Article IV are not met.


2.14  Computation of Fees and Interest.

(a)All  computations  of  interest  for Base Rate Loans and  Eurocurrency  Loans
denominated  in pounds  sterling  shall be made on the basis of a year of 365 or
366 days, as the case may be, and actual days elapsed. All other computations of
interest  and fees shall be made on the basis of a 360-day  year and actual days
elapsed (which results in more interest being paid than if computed on the basis
of a 365-day  year),  or such other basis  customarily  used in the  appropriate
market for a specified  currency as reasonably  determined by the U.S.  Agent or
the European  Payment  Agent.  Interest and fees shall accrue during each period
during which  interest or such fees are  computed  from the first day thereof to
but excluding the last day thereof.

(b)Each  determination of an interest rate or a Dollar  Equivalent amount by the
U.S. Agent shall be conclusive and binding on the Company and the Lenders in the
absence of  demonstrable  error.  The U.S.  Agent  will,  at the  request of the
Company or any Lender, deliver to the Company or the Lender, as the case may be,
a statement  showing the quotations  used by the U.S.  Agent in determining  any
interest rate or a Dollar Equivalent amount.

                                                     - 110 -


<PAGE>



(c)The U.S. Agent will, with reasonable  promptness,  notify the Company and the
Lenders  of each  determination  of the  Eurocurrency  Rate;  provided  that any
failure to do so shall not  relieve the Company of any  liability  hereunder  or
provide the basis for any Event of Default or any claim against the U.S.  Agent.
Any  change  in the  interest  rate  payable  on the  Committed  Loans or in the
facility  fees payable  under  Section  2.13(b)  resulting  from (i) a change in
either the Company's  corporate credit ratings or its senior unsecured long-term
debt  ratings,  or (ii) the fact that such ratings are no longer being  publicly
announced  by S&P and  Moody's and a change in the ratio of Funded Debt to Total
Capitalization as reflected on the most recent Compliance  Certificate furnished
by the Company  pursuant to Section  6.02(a),  shall become  effective and shall
apply to any such Loans then  outstanding  or to such fees as of the  opening of
business  on the day on which  such  change in the  Company's  ratings  (or such
unavailability   of   ratings   and   change   of   ratio)   becomes   effective
(notwithstanding  that the U.S. Agent becomes aware of such circumstances  after
they come into effect).  The U.S. Agent will with reasonable  promptness  notify
the Company and the  Lenders of the  effective  date and the amount of each such
change, provided that any failure to do so shall not relieve the Company (or any
Borrowing  Subsidiary,  if applicable) of any liability hereunder or provide the
basis for any claim against the U.S. Agent.


        2.15 Currency Exchange Fluctuations.  Subject to Section 3.05, if on any
Computation  Date the U.S.  Agent shall have  determined  in good faith that the
aggregate  Dollar  Equivalent  principal  amount of all Loans  then  outstanding
exceeds the combined  Commitments  of the Lenders by more than U.S.  $1,000,000,
due to a change in applicable rates of exchange between U.S. Dollars and

                                                     - 111 -


<PAGE>



Available Currencies,  then the U.S. Agent shall give notice to the Company that
a prepayment is required under this Section,  and the Company (and the Borrowing
Subsidiaries,  if applicable) thereupon agree to make prompt prepayment of Loans
such  that,  after  giving  effect  to  such  prepayment  the  aggregate  Dollar
Equivalent  amount  of all  Loans  does not  exceed  the  combined  Commitments;
provided, however, that the Company (or the Borrowing Subsidiary, if applicable)
may defer such  prepayment for a period not exceeding three months from the date
of such notice but interest  shall  continue to accrue on such Loans as provided
herein.

        2.16 Payments by Borrowers. (a) All payments to be made by the Borrowers
shall be made without set-off,  recoupment or counterclaim.  Except as otherwise
expressly  provided  herein,  all payments by any Borrower  shall be made to the
U.S. Agent (or the European Payment Agent, if applicable) for the account of the
Lenders at the Agent's  Payment  Office,  and,  with  respect to  principal  of,
interest on, and any other amounts relating to, any Eurocurrency  Loan, shall be
made in the  Available  Currency in which such Loan is  denominated  or payable,
and, with respect to all other amounts payable hereunder,  shall be made in U.S.
Dollars.  Such payments shall be made in Same Day Funds,  and (i) in the case of
Available  Currency  payments,  no later  than such time on the dates  specified
herein as may be determined by the U.S. Agent (or the European Payment Agent, if
applicable)  to be  necessary  for such  payment to be  credited on such date in
accordance with normal banking  procedures in the place of payment,  and (ii) in
the case of any U.S. Dollar payments, no later than 10:00 a.m. (Chicago time) on
the date specified  herein.  The U.S. Agent (or the European  Payment Agent,  if
applicable) will promptly distribute to each Lender its Pro Rata Share (or other
applicable share as expressly provided herein) of such principal, interest, fees
or other

                                                     - 112 -


<PAGE>



amounts,  in like funds as received.  Any payment  which is received by the U.S.
Agent later than 10:00 a.m.  (Chicago time), or later than the time specified by
the U.S.  Agent (or the European  Payment  Agent,  if applicable) as provided in
clause (i) above (in the case of Available Currency  payments),  shall be deemed
to have been received on the following Business Day and any applicable  interest
or fee shall continue to accrue.

                (b) Subject to the  provisions  set forth in the  definition  of
"Interest  Period"  herein,  whenever  any  payment is due on a day other than a
Business Day, such payment shall be made on the following Business Day, and such
extension of time shall in such case be included in the  computation of interest
or fees, as the case may be.

                (c) Unless the U.S.  Agent (or the European  Payment  Agent,  if
applicable)  receives  notice from any  Borrower  prior to the date on which any
payment is due to the Lenders that such  Borrower  will not make such payment in
full as and when  required,  the U.S. Agent (or the European  Payment Agent,  if
applicable)  may assume that such Borrower has made such payment in full on such
date in Same Day Funds and the U.S.  Agent (or the European  Payment  Agent,  if
applicable)  may  (but  shall  not  be  so  required),  in  reliance  upon  such
assumption,  distribute  to each Lender on such due date an amount  equal to the
amount then due such  Lender.  If and to the extent such  Borrower  has not made
such payment in full, each Lender shall repay to the U.S. Agent (or the European
Payment Agent, if applicable) on demand such amount  distributed to such Lender,
together with interest thereon at the U.S. Federal Funds Rate or, in the case of
a payment in an Available  Currency,  the Cost of Funds Rate,  for each day from
the date such amount is distributed to such Lender until the date repaid.

                                                     - 113 -


<PAGE>





        2.17 Payments by the Lenders to the Agent. (a) Unless the U.S. Agent (or
the European  Payment Agent, if applicable)  receives notice from a Lender on or
prior to the Closing  Date or, with respect to any  Borrowing  after the Closing
Date, at least one Business Day prior to the date of such  Borrowing,  that such
Lender will not make available as and when required  hereunder to the U.S. Agent
(or the European  Payment Agent,  if applicable) for the account of the relevant
Borrower the amount of that Lender's Pro Rata Share of the  Borrowing,  the U.S.
Agent (or the European Payment Agent, if applicable) may assume that each Lender
has made such amount  available in Same Day Funds on the Borrowing  Date and the
U.S. Agent (or the European  Payment Agent, if applicable) may (but shall not be
so required), in reliance upon such assumption,  make available to such Borrower
on such date a corresponding  amount.  If and to the extent any Lender shall not
have made its full amount available in Same Day Funds and the U.S. Agent (or the
European Payment Agent, if applicable) in such  circumstances has made available
to such  Borrower  such amount,  that Lender shall on the Business Day following
such  Borrowing  Date  make  such  amount  available  to the U.S.  Agent (or the
European  Payment Agent, if applicable),  (i) together with interest at the U.S.
Federal Funds Rate or, in the case of any Borrowing  consisting of  Eurocurrency
Loans,  the Cost of Funds Rate,  for each day during such  period,  and (ii) the
customary administrative  surcharge. A notice of the U.S. Agent (or the European
Payment Agent,  if  applicable)  submitted to any Lender with respect to amounts
owing under this subsection 2.17(a) shall be conclusive,  absent manifest error.
If such amount is so made available, such payment shall constitute such Lender's
Loan on the date of Borrowing for all purposes of this Agreement. If such amount
is not made available to

                                                     - 114 -


<PAGE>



the U.S. Agent (or the European  Payment  Agent,  if applicable) on the Business
Day following  the Borrowing  Date,  the U.S.  Agent will notify the  respective
Borrower  of such  failure  to fund and,  upon  demand by the U.S.  Agent,  such
Borrower shall pay such amount to the U.S. Agent (or the European Payment Agent,
if applicable)  for such Person's  account,  together with interest  thereon for
each day elapsed since the date of such Borrowing,  at a rate per annum equal to
the interest rate applicable at the time to the Loans comprising such Borrowing.

                (b) The failure of any Lender to make any Committed  Loan on any
Borrowing Date shall not relieve any other Lender of any obligation hereunder to
make a Committed Loan on such Borrowing Date, but no Lender shall be responsible
for the  failure of any other  Lender to make the  Committed  Loan to be made by
such other Lender on any Borrowing Date.

        2.18 Sharing of Payments,  Etc. If, other than as expressly  provided in
Section  3.09 or 11.08  hereof,  any  Lender  shall  obtain  on  account  of the
Committed Loans made by it any payment (whether voluntary,  involuntary, through
the exercise of any right of set-off,  or  otherwise)  in excess of its Pro Rata
Share, such Lender shall immediately (a) notify the U.S. Agent of such fact, and
(b) purchase from the other Lenders such  participations  in the Committed Loans
made by them as shall be necessary to cause such purchasing  Lender to share the
excess payment pro rata with each of them; provided, however, that if all or any
portion of such  excess  payment is  thereafter  recovered  from the  purchasing
Lender,  such  purchase  shall to that extent be rescinded and each other Lender
shall repay to the purchasing Lender the purchase price paid therefor,  together
with an amount equal to such paying  Lender's  ratable  share  (according to the
proportion of (i) the amount of such paying

                                                     - 115 -


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Lender's  required  repayment  to (ii) the total  amount so  recovered  from the
purchasing  Lender)  of any  interest  or other  amount  paid or  payable by the
purchasing  Lender in respect of the total amount so  recovered.  Each  Borrower
agrees that any Lender so purchasing a participation from another Lender may, to
the  fullest  extent  permitted  by law,  exercise  all its  rights  of  payment
(including  the right of set-off,  but subject to Section 11.09) with respect to
such  participation  as fully as if such Lender were the direct creditor of such
Borrower in the amount of such  participation.  The U.S. Agent will keep records
(which  shall be  conclusive  and binding in the  absence of manifest  error) of
participations  purchased  under this  Section  and will in each case notify the
Lenders   following  any  such  purchases  or  repayments.   Any  Lender  having
outstanding both Committed Loans and Bid Loans at any time a right of set-off is
exercised by such Lender shall apply the proceeds of such set-off  first to such
Lender's  Committed  Loans,  until its Committed  Loans are reduced to zero, and
thereafter to its Bid Loans.

        2.19  Local  Borrowing  Amendments.  From  time  to  time  prior  to the
Termination  Date,  upon the  Company's  written  request,  the Lenders agree to
promptly enter into one or more amendments to this Agreement with the Company in
order to permit Borrowing Subsidiaries  domiciled in Australia,  Canada or Italy
to obtain Committed Loans denominated in Australian dollars, Canadian dollars or
Italian lira,  respectively,  on a local borrowing basis (the "Fronted  Loans"),
from the Lenders which have a domestic branch (or lending  Affiliate) located in
such country at the time of such request.  Such Lender or Lenders (the "Fronting
Lenders")  having a domestic  presence in any such country will advance  Fronted
Loans (on a pro rata basis) in the respective currency on behalf of the Lenders,
and the other Lenders shall be deemed to have purchased irrevocable risk

                                                     - 116 -


<PAGE>



participations  from the  Fronting  Lenders in the  Fronted  Loans so that after
giving effect  thereto,  each Lender's  interest in the Fronted Loans equals its
Pro Rata  Share.  No  fronting  fees shall be payable in respect of any  Fronted
Loans and all accrued  interest on the Fronted Loans shall be for the account of
the Fronting Lenders.  Fronted Loans will be subject to a sublimit of the Dollar
Equivalent of  U.S.$75,000,000  in each such currency.  Such amendment(s)  shall
not, however, increase the prior Commitment of any Lender. Any such amendment(s)
shall be subject to Required  Lender  approval only as to form, such consent not
to be unreasonably  withheld.  Notwithstanding the foregoing,  the obligation of
the Lenders to enter into any such amendment is conditioned  upon the following,
at the time of any such request: (i) no Default or Event of Default has occurred
and is  continuing,  (ii) at least one Lender  shall have a domestic  branch (or
lending  Affiliate)  located in the requested  country capable of making Fronted
Loans in the domestic  currency of that  country,  and (iii)  subsequent  to the
Closing Date, no significant change in applicable law or governmental regulation
has occurred which, in the reasonable  opinion of any Lender,  would render such
amendment materially disadvantageous for such Lender.

                                   ARTICLE III
                     TAXES, YIELD PROTECTION AND ILLEGALITY

        3.01 Taxes.  (a) Any and all  payments by the Company (or any  Borrowing
Subsidiary)  to each Lender or the U.S.  Agent (or the European  Payment  Agent)
under this  Agreement and any other Loan  Document  shall be made free and clear
of, and without  deduction  or  withholding  for, any Taxes.  In  addition,  the
Company shall pay all Other Taxes.

                                                     - 117 -


<PAGE>



        (b) If any  Borrower  shall be required by law to deduct or withhold any
Taxes or Other  Taxes  from or in respect of any sum  payable  hereunder  to any
Lender or the U.S. Agent (or the European Payment Agent), then:

        (i) the sum payable  shall be  increased  as  necessary so that,
        after  making  all  required  deductions  and  withholdings   (including
        deductions and withholdings  applicable to additional sums payable under
        this Section),  such Lender or the U.S.  Agent (or the European  Payment
        Agent),  as the case may be, receives and retains an amount equal to the
        sum it would  have  received  and  retained  had no such  deductions  or
        withholdings been made;

       (ii)     such Borrower shall make such deductions and withholdings;

       (iii)  such  Borrower  shall  pay the full  amount  deducted  or
        withheld  to  the  relevant  taxing  authority  or  other  authority  in
        accordance with applicable law; and

       (iv) such  Borrower  shall  also pay to each  Lender or the U.S.
        Agent (or the European Payment Agent) for the account of such Lender, at
        the time interest is paid, an additional amount as necessary to preserve
        the  after-tax  yield the Lender  would have  received  if such Taxes or
        Other Taxes had not been imposed,  calculated  pursuant to the following
        formula:

                         y =  (w)(t)(i)
                              1 - w - t

                                                     - 118 -


<PAGE>



        where the terms are defined as follows:

        y =     additional amount to be paid to Lender or the U.S. Agent (or the
                European Payment Agent);

        w =     withholding tax rate levied by non-U.S. taxing authority;

        t =      40%;

        i =    stated  interest  to be paid on Loan (i.e.,  Eurocurrency  Rate 
               plus Applicable Margin).

        (c) The Company  agrees to indemnify  and hold  harmless each Lender and
the U.S.  Agent (and the  European  Payment  Agent)  for the full  amount of (i)
Taxes,  (ii) Other Taxes, and (iii) the additional  amount payable under Section
3.01(b)(iv)  as necessary to preserve the after-tax  yield the Lender would have
received if such Taxes,  Other Taxes or additional  amount had not been imposed,
and any liability (including penalties, interest, additions to tax and expenses)
arising  therefrom or with respect thereto.  Payment under this  indemnification
shall be made within 30 days after the date the Lender or the U.S. Agent (or the
European Payment Agent through the U.S. Agent), makes written demand therefor.

        (d)(i)  After the date of any payment by the Company of Taxes or Other
           Taxes, the Company shall use its best efforts to furnish to each 
           Lender or the U.S. Agent (or the

                                                     - 119 -


<PAGE>



        European  Payment  Agent) the original or a certified  copy of a receipt
        evidencing  payment  thereof,  or other  evidence of payment  reasonably
        satisfactory to such Person.

                (ii) If a  Lender  is  entitled  to and  actually  claims a U.S.
        foreign  tax  credit  for Taxes  paid by the  Company  and  received  an
        additional  amount from the Company with respect to those Taxes pursuant
        to Section 3.01(b)(iv),  then (x) such Lender shall use its best efforts
        to reimburse the Company for such  additional  amount to the extent that
        such  Lender  determines,  in its sole  discretion,  that it  received a
        benefit for such foreign tax credits;  and (y) any amounts payable under
        subparagraph  (x) hereof  shall be due no earlier than the time when the
        IRS is  time-barred  by  statute  from  taking  any  action to reduce or
        eliminate these foreign tax credits.

        (e) If the Company (or any other Borrower) is required to pay any amount
to any Lender or the U.S.  Agent (or the  European  Payment  Agent)  pursuant to
subsection  (b) or (c) of this  Section,  then such Lender shall use  reasonable
efforts  (consistent  with  legal and  regulatory  restrictions)  to change  the
jurisdiction  of its  Lending  Office  so as to  eliminate  any such  additional
payment which may thereafter  accrue, if such change in the reasonable  judgment
of such Lender is not otherwise disadvantageous to such Lender.

        3.02  Withholding Tax
                (a) Each Lender which is a foreign  person (i.e., a person other
        than a United  States  person  for  United  States  Federal  income  tax
        purposes) agrees that:

                                                     - 120 -


<PAGE>



                         (i) it shall,  no later than the  Closing  Date (or, in
                the case of a Lender which  becomes a party  hereto  pursuant to
                Section  11.08 after the Closing  Date,  the date upon which the
                Lender  becomes a party hereto)  deliver to the Company  through
                the U.S.  Agent two accurate and  complete  signed  originals of
                Internal  Revenue  Service  Form 4224 or any  successor  thereto
                ("Form 4224"),  or two accurate and complete signed originals of
                Internal  Revenue  Service  Form 1001 or any  successor  thereto
                ("Form 1001"), as appropriate,  in each case indicating that the
                Lender is on the date of  delivery  thereof  entitled to receive
                payments of  principal,  interest and fees under this  Agreement
                free from withholding of United States Federal income tax;

                         (ii)  if at any  time  the  Lender  makes  any  changes
                necessitating  a new  Form  4224 or Form  1001,  it  shall  with
                reasonable  promptness  deliver to the Company  through the U.S.
                Agent  in  replacement   for,  or  in  addition  to,  the  forms
                previously delivered by it hereunder,  two accurate and complete
                signed  originals  of Form 4224;  or two  accurate  and complete
                signed  originals  of Form 1001,  as  appropriate,  in each case
                indicating  that the Lender is on the date of  delivery  thereof
                entitled to receive  payments of  principal,  interest  and fees
                under this  Agreement  free from  withholding  of United  States
                Federal income tax;

                    (iii)it  shall,  before or promptly  after the occurrence of
                any event (including the passing of time but excluding any event
                mentioned in (ii) above) requiring a change in or renewal of the
                most recent Form 4224 or Form 1001 previously delivered by

                                                     - 121 -


<PAGE>



                such Lender, deliver to the Company through the U.S. Agent two 
                accurate and complete original signed copies of Form 4224 or
                Form 1001 in replacement for the forms previously delivered by
                the Lender; and

                         (iv) it shall,  promptly upon the Company's or the U.S.
                Agent's  reasonable  request  to  that  effect,  deliver  to the
                Company or the U.S.  Agent (as the case may be) such other forms
                or similar documentation as may be required from time to time by
                any  applicable  law,  treaty,  rule or  regulation  in order to
                establish such Lender's tax status for withholding purposes.

                (b) The Company (or any other  Borrower) will not be required to
        indemnify,  hold  harmless or pay any  additional  amounts in respect of
        United States  Federal income tax pursuant to Section 3.01 to any Lender
        for the account of any Lending Office of such Lender:

                         (i) if the  obligation to  indemnify,  hold harmless or
                pay such  additional  amounts  would not have  arisen  but for a
                failure by such Lender to comply with its  obligations  (if any)
                under subsection 3.02(a) in respect of such Lending Office;

                         (ii) if such Lender shall have delivered to the Company
                a Form  4224 in  respect  of such  Lending  Office  pursuant  to
                subsection  3.02(a),  and such  Lender  shall not at any time be
                entitled to exemption  from  deduction or  withholding of United
                States Federal income tax in respect of payments by any Borrower
                hereunder for the

                                                     - 122 -


<PAGE>



                account  of such  Lending  Office  for any  reason  other than a
                change in United  States law or  regulations  or in the official
                interpretation  of such law or regulations  by any  Governmental
                Authority  charged  with the  interpretation  or  administration
                thereof  (whether or not having the force of law) after the date
                of delivery of such Form 4224; or

                    (iii)if  the Lender  shall have  delivered  to the Company a
                Form  1001  in  respect  of  such  Lending  Office  pursuant  to
                subsection  3.02(a),  and such  Lender  shall not at any time be
                entitled to exemption  from  deduction or  withholding of United
                States Federal income tax in respect of payments by any Borrower
                hereunder for the account of such Lending  Office for any reason
                other than a change in United States law or  regulations  or any
                applicable   tax  treaty  or  regulations  or  in  the  official
                interpretation  of any such law,  treaty or  regulations  by any
                Governmental   Authority  charged  with  the  interpretation  or
                administration  thereof (whether or not having the force of law)
                after the date of delivery of such Form 1001.

                (c) Each  Lender  agrees to  promptly  notify the Company of the
first  written  assessment  of any  Taxes,  Other  Taxes  or  additional  amount
specified  under  Section  3.01(b)(iv)  payable  by the  Company  (or any  other
Borrower)  hereunder which is received by such Lender,  provided that failure to
give such notice  shall not  prejudice  the Lender's  rights under  Section 3.01
hereof unless and to the extent the Company (or any such other  Borrower)  shall
be prejudiced by failure to give such notice. The Company shall not be obligated
to pay any Taxes, Other Taxes or

                                                     - 123 -


<PAGE>



such additional  amount under Section 3.01 which are assessed against any Lender
if the statute of limitations  applicable  thereto (as same may be extended from
time to time by  agreement  between  such Lender and the  relevant  Governmental
Authority) has lapsed.

        3.03  Illegality.  (a) If any Lender  determines  in good faith that the
introduction of any Requirement of Law, or any change in any Requirement of Law,
or in the  interpretation  or administration of any Requirement of Law, has made
it  unlawful,  or that any  central  bank or other  Governmental  Authority  has
asserted that it is unlawful, for any Lender or its applicable Lending Office to
make  Eurodollar  Loans or  Eurocurrency  Loans,  then, on notice thereof by the
Lender to the Company through the U.S.  Agent,  any obligation of that Lender to
make such  Loans  (including  in  respect  of any LIBOR Bid Loan as to which the
Company (on behalf of itself or another Bid Borrower) has accepted such Lender's
Competitive  Bid, but as to which the Borrowing  Date has not arrived)  shall be
suspended  until the Lender  notifies  the U.S.  Agent and the Company  that the
circumstances giving rise to such determination no longer exist.

                (b) If a Lender  determines in good faith that it is unlawful to
maintain any Eurodollar Loan or Eurocurrency  Loan, the relevant Borrower shall,
upon its receipt of notice of such fact and demand from such Lender (with a copy
to the U.S. Agent),  prepay in full such Loans of that Lender then  outstanding,
together with interest  accrued thereon and amounts required under Section 3.05,
either  on the  last day of the  Interest  Period  thereof,  if the  Lender  may
lawfully  continue to maintain  such Loans to such day, or  immediately,  if the
Lender may not lawfully continue to maintain such Loans.

                                                     - 124 -


<PAGE>



                (c)  If the  obligation  of  any  Lender  to  make  or  maintain
Eurodollar Loans or Eurocurrency Loans has been so terminated or suspended,  the
Company may elect,  by giving notice to the Lender  through the U.S.  Agent that
all Loans which would  otherwise  be made by the Lender as  Eurodollar  Loans or
Eurocurrency Loans, respectively, shall be instead Base Rate Loans.

                (d)  Before  giving  any  notice to the U.S.  Agent  under  this
Section 3.03,  the affected  Lender shall  designate a different  Lending Office
with respect to its affected Loans if such  designation  will avoid the need for
giving such  notice or making  such demand and will not, in the  judgment of the
Lender, be illegal or otherwise disadvantageous to the Lender.

        3.04  Increased  Costs  and  Reduction  of  Return.  (a) If  any  Lender
determines  that, due to either (i) the  introduction  of or any change in or in
the  interpretation by any central bank or other  Governmental  Authority of any
law or  regulation  or (ii) the  compliance by that Lender with any guideline or
request from any central bank or other  Governmental  Authority  (whether or not
having the force of law), there shall be any increase in the cost to such Lender
of agreeing to make or making,  funding or maintaining  any Eurodollar  Loans or
Eurocurrency Loans, then the Company shall be liable for, and shall from time to
time, upon demand (with a copy of such demand to be sent to the U.S. Agent), pay
to the U.S.  Agent for the  account of such  Lender,  additional  amounts as are
sufficient to compensate such Lender for such increased costs.

        (b)  If any  Lender  shall  have  reasonably  determined  that  (i)  the
introduction after the Closing Date of any Capital Adequacy Regulation, (ii) any
change after the Closing Date in any

                                                     - 125 -


<PAGE>



Capital  Adequacy  Regulation,  (iii) any change  after the Closing  Date in the
interpretation  or  administration  of any Capital  Adequacy  Regulation  by any
central bank or other Governmental  Authority charged with the interpretation or
administration thereof, or (iv) compliance by the Lender (or its Lending Office)
or any  corporation  controlling  the  Lender  with any  change  in any  Capital
Adequacy  Regulation after the Closing Date,  affects or would affect the amount
of  capital  required  or  expected  to be  maintained  by  the  Lender  or  any
corporation  controlling the Lender and (taking into consideration such Lender's
or such corporation's policies with respect to capital adequacy) determines that
the amount of such  capital is  increased as a  consequence  of its  Commitment,
loans,  credits or obligations  under this Agreement,  then, upon demand of such
Lender to the Company  through  the U.S.  Agent,  the  Company  shall pay to the
Lender  from  time  to time  as  specified  by the  Lender,  additional  amounts
sufficient to compensate the Lender for such increase.

        3.05 Funding  Losses.  The Company shall  reimburse each Lender and hold
each Lender  harmless  from any  reasonable,  direct  loss or expense  which the
Lender sustains or incurs as a consequence of:

                (a) the failure of the Company (or any other  Borrower)  to make
        on a timely  basis any payment  required  hereunder  of principal of any
        Eurodollar Loan or any Eurocurrency Loan;



                                                     - 126 -


<PAGE>



                (b) the  failure of any Bid  Borrower to borrow a Bid Loan after
        the U.S. Agent has notified a Lender  pursuant to subsection  2.07(g)(i)
        that  its  Competitive  Bid has been  accepted  by the  Company,  or the
        failure of any Borrower to borrow,  continue or convert a Committed Loan
        after such  Borrower  has given (or is deemed to have given) a Notice of
        Committed Borrowing or a Notice of Conversion/Continuation;

                (c) the failure of any  Borrower to make any  prepayment  of any
        Committed  Loan in accordance  with any notice  delivered  under Section
        2.09;

                (d) the  prepayment  (including  pursuant  to  Section  2.09) or
        payment after acceleration  thereof following an Event of Default of any
        Eurodollar Loan,  Eurocurrency Loan, LIBOR Bid Loan or Specific Rate Bid
        Loan on a day that is not the last day of the relevant  Interest Period;
        or

                (e) the  automatic  conversion  under the proviso  contained  in
        Section  2.04(a)(ii) of any Eurodollar  Loan or  Eurocurrency  Loan to a
        Base  Rate  Loan  on a day  that  is not the  last  day of the  relevant
        Interest Period;

        including  any such loss or  expense  arising  from the  liquidation  or
        reemployment of funds obtained by it to maintain its Eurodollar Loans or
        Eurocurrency  Loans or from fees payable to terminate  the deposits from
        which such funds were  obtained.  For  purposes of  calculating  amounts
        payable by the  Company to the  Lenders  under  this  Section  and under
        subsection

                                                     - 127 -


<PAGE>



        3.04(a), each Eurodollar Loan or Eurocurrency Loan made by a Lender (and
        each related reserve,  special deposit or similar  requirement) shall be
        deemed  to have  been  funded  at the  Eurocurrency  Rate by a  matching
        deposit  or other  borrowing  in the  offshore  interbank  market  for a
        comparable amount and for a comparable period,  whether or not such Loan
        is in fact so funded.

        3.06  Inability  to  Determine  Rates.  If  the  U.S.  Agent  reasonably
determines  that for any reason  adequate and reasonable  means do not exist for
determining the Eurocurrency Rate for any requested Interest Period with respect
to a proposed Eurodollar Loan or Eurocurrency Loan, the U.S. Agent will promptly
so notify the Company and each Lender. Thereafter, the obligation of the Lenders
to make or maintain  Eurodollar Loans or Eurocurrency Loans, as the case may be,
hereunder  shall be  suspended  until  the U.S.  Agent  revokes  such  notice in
writing,   which   revocation   shall  be  promptly   given  upon  a  change  in
circumstances. Upon receipt of such notice, the Company may revoke any Notice of
Committed Borrowing or Notice of  Conversion/Continuation  then submitted by it.
If the Company does not revoke such Notice,  the Lenders shall make,  convert or
continue the Loans, as proposed by the Company,  in the amount  specified in the
applicable  notice  submitted  by the  Company,  but such  Loans  shall be made,
converted  or  continued  as Base Rate  Loans  instead  of  Eurodollar  Loans or
Eurocurrency  Loans, as the case may be. In the case of any Eurocurrency  Loans,
the  Borrowing  or  continuation  shall be in an  aggregate  amount equal to the
Dollar Equivalent amount of the originally  requested  Borrowing or continuation
in the Available  Currency,  and to that end any outstanding  Eurocurrency Loans
which are the subject of any continuation  shall be redenominated  and converted
into Base Rate Loans with effect from the last

                                                     - 128 -


<PAGE>



day of the Interest Period with respect to any such Eurocurrency Loans.

        3.07 Reserves.  The Company (or a Borrowing  Subsidiary,  if applicable)
shall  pay to each  Lender,  as long as such  Lender  shall  be  required  under
regulations  of the Federal  Reserve Board to maintain  reserves with respect to
liabilities or assets consisting of or including  eurocurrency funds or deposits
(currently  known  as  "Eurocurrency  liabilities"),  and,  in  respect  of  any
Eurocurrency  Loans,  under any  applicable  regulations  of the central bank or
other  relevant  Governmental  Authority  in the country in which the  Available
Currency of such  Eurocurrency  Loan circulates,  additional costs on the unpaid
principal  amount of each  Eurodollar  Loan or  Eurocurrency  Loan  equal to the
actual  costs  of such  reserves  allocated  to  such  Loan  by the  Lender  (as
determined by the Lender in good faith),  payable on each date on which interest
is payable on such Loan, provided the Company (or any such Borrowing Subsidiary)
shall have received at least 15 days' prior  written  notice (with a copy to the
U.S.  Agent) of such additional  interest from the Lender.  If a Lender fails to
give notice 15 days prior to the relevant Interest Payment Date, such additional
interest shall be payable 15 days from receipt of such notice.

        3.08  Certificates  of Lenders.  Any Lender  claiming  reimbursement  or
compensation under this Article III shall deliver to the Company (with a copy to
the U.S.  Agent) a certificate  setting  forth in  reasonable  detail the amount
payable to the Lender hereunder.

        3.09  Substitution of Lenders.  Upon the receipt by the Company from any
Lender (an "Affected  Lender") of a claim for  compensation  under Section 3.01,
3.04 or 3.07, the Company

                                                     - 129 -


<PAGE>



may: (i) request the Affected  Lender to use its reasonable  efforts to obtain a
replacement  bank or  financial  institution  satisfactory  to the  Company  and
meeting the  qualifications of an Eligible Assignee to acquire and assume all or
a  ratable  part  of all of such  Affected  Lender's  Loans  and  Commitment  (a
"Replacement Lender"); (ii) request one more of the other Lenders to acquire and
assume all or part of such Affected  Lender's Loans and Commitment (but no other
Lender shall be required to do so); or (iii) designate a Replacement Lender. Any
such  designation  of a  Replacement  Lender  under clause (i) or (iii) shall be
subject to the prior written  consent of the U.S. Agent (which consent shall not
be unreasonably  withheld or delayed).  Any transfer  arising under this Section
3.09 shall  comply  with the  requirements  of Section  11.08 and on the date of
transfer  the  Affected  Lender  shall be  entitled  to all sums  payable  to it
hereunder on such date including,  without  limitation,  outstanding  principal,
accrued  interest and fees,  and other sums arising under the provisions of this
Agreement or any Loan Document.

        3.10 Survival.  The  agreements and  obligations of the Company (and any
Borrowing Subsidiary) in this Article III shall survive the payment of all other
Obligations.

                                   ARTICLE IV
                              CONDITIONS PRECEDENT

        4.01 Conditions of Initial Loans.  The obligation of each Lender to make
its initial Committed Loan hereunder,  and to receive through the U.S. Agent the
initial  Competitive Bid Request,  is subject to and shall become effective when
the U.S. Agent shall have received on or before the

                                                     - 130 -


<PAGE>



Closing Date all of the following, in form and substance reasonably satisfactory
to the U.S. Agent and each Lender, and in sufficient copies for each Lender:

                (a)      Credit Agreement; Notes.  This Agreement (and a Bid 
                         Loan Note from each Bid Borrower for each Lender)
                         properly executed;

                (b)      Resolutions; Incumbency.

                         (i) Copies of the resolutions of the board of directors
                of the Company,  Alberto-Culver USA and Sally Beauty authorizing
                the  transactions  contemplated  hereby,  certified  as  of  the
                Closing Date by the  Secretary or an Assistant  Secretary of the
                respective Borrower; and

                         (ii)  A  certificate  of  the  Secretary  or  Assistant
                Secretary  of the Company,  Alberto-Culver  USA and Sally Beauty
                certifying the names and true  signatures of the officers of the
                respective Borrower authorized to execute,  deliver and perform,
                this Agreement,  and all other Loan Documents to be delivered by
                it hereunder;

                (c)      Organization Documents; Good Standing. Each of the
                         following documents:

                         (i)the articles or certificate of incorporation and the
                            bylaws of the Company, Alberto-Culver USA and Sally
                            Beauty as in effect on the Closing Date,

                                                     - 131 -


<PAGE>



                certified by the Secretary or Assistant Secretary of the
                respective Borrower as of the Closing Date; and

                         (ii) a  good  standing  certificate  dated  within  ten
                Banking Days of the Closing Date for the Company, Alberto-Culver
                USA and Sally  Beauty from the  Secretary  of State (or similar,
                applicable  Governmental  Authority) of its respective  state of
                incorporation;


                (d)      Legal Opinions.  An opinion of the internal counsel of
                         the Company, Alberto-Culver USA and Sally Beauty
                         addressed to the U.S. Agent and the Lenders, substan-
                         tially in the form of Exhibit M;

                (e)  Payment of Fees.  Evidence of payment by the Company of all
        accrued and unpaid  fees,  costs and expenses to the extent then due and
        payable on the Closing Date, including any such costs, fees and expenses
        arising under or referenced in Section 2.13;

                (f) Certificate.  A certificate  signed on behalf of the Company
        by the Company's  chief  executive  officer,  chief  financial  officer,
        senior  vice  president-finance  or  treasurer,  dated as of the Closing
        Date, stating that:

                      (i)  the representations and warranties contained in
                           Article V are true and correct on and as of such

                                                     - 132 -


<PAGE>



                 date, as though made on and as of such date;

                    (ii) no Default or Event of Default exists or would
                         result from the initial Borrowing; and

                    (iii)there has occurred  since  September 30, 1996, no event
                         or  circumstance  that  has  resulted  or  would  
                         reasonably  be expected to result in a Material Adverse
                         Effect;

                (g) Borrowing Subsidiaries.  In addition to the other conditions
        contained in this Section  4.01,  the  obligation of each Lender to make
        its  initial  Committed  Loan to any  Borrowing  Subsidiary  (other than
        Alberto-Culver  USA or Sally Beauty) is subject to  satisfaction  of the
        conditions contained in Section 4.03.

                (h) Other Documents. Such other approvals,  opinions,  documents
        or materials as the U.S. Agent may reasonably request.

        4.02 Conditions to All Borrowings. The obligation of each Lender to make
any Committed Loan to be made by it, or any Bid Loan as to which the Company (on
behalf of itself or another Bid Borrower) has accepted the relevant  Competitive
Bid (including  its initial Loan),  or to continue or convert any Committed Loan
under Section 2.04 is subject to the  satisfaction  of the following  conditions
precedent on the relevant Borrowing Date or Conversion/Continuation Date:


                                                     - 133 -


<PAGE>



                (a) Notice of Borrowing or Conversion / Continuation.  As to any
        Committed Loan, the U.S. Agent shall have received (with, in the case of
        the initial  Loan only,  a copy for each  Lender) a Notice of  Committed
        Borrowing or a Notice of Conversion/Continuation, as applicable;

                (b)  Continuation  of   Representations   and  Warranties.   The
        representations and warranties in Article V shall be true and correct on
        and as of such Borrowing Date or  Conversion/Continuation  Date with the
        same  effect  as  if  made  on  and  as  of  such   Borrowing   Date  or
        Conversion/Continuation  Date (except to the extent such representations
        and  warranties  expressly  refer to an earlier date, in which case they
        shall be true and correct as of such earlier date); and


                (c) No Existing  Default.  No Default or Event of Default  shall
        exist or shall result from such Borrowing or continuation or conversion.

Each Notice of Committed  Borrowing  and Notice of  Conversion/Continuation  and
Competitive Bid Request  submitted by the Company  hereunder shall  constitute a
representation  and warranty by the Company (and by the  relevant  Borrower,  as
applicable)  hereunder,  as of the date of each such notice or request and as of
each Borrowing  Date or  Conversion/Continuation  Date, as applicable,  that the
conditions in Section 4.02 are satisfied.


                                                     - 134 -


<PAGE>



        4.03  Conditions  of  Initial  Loans  to  Borrowing  Subsidiaries.   The
obligation  of each Lender to make its initial  Committed  Loan  requested to be
made by it to any Borrowing  Subsidiary (other than  Alberto-Culver USA or Sally
Beauty) on any date is subject to satisfaction of the following conditions:

                (a) Borrowing  Subsidiary  Agreement.  The U.S. Agent shall have
        received the Borrowing Subsidiary Agreement to such Borrowing Subsidiary
        executed and delivered by the Company and such Subsidiary Borrower.

                (b) Other  Documents.  The U.S.  Agent shall have  received such
        documents  and  certificates  as  the  U.S.  Agent  or its  counsel  may
        reasonably  request  relating to the  organization,  existence  and good
        standing  of  such  Borrowing  Subsidiary,   the  authorization  of  the
        transactions  contemplated hereby relating to such Borrowing  Subsidiary
        and any other legal matters relating to such Borrowing  Subsidiary,  its
        Borrowing  Subsidiary  Agreement or such  transactions,  all in form and
        substance reasonably satisfactory to the U.S. Counsel and its counsel.


                (c)  Opinions.  The U.S.  Agent shall have  received a favorable
        written  opinion of the Company's  internal  counsel for such  Borrowing
        Subsidiary,  covering  such  matters  (including  matters  of  the  type
        described in Sections 5.01, 5.02, 5.03, 5.04, 5.06, 5.08, 5.13 and 5.17)
        relating  to  such  Borrowing  Subsidiary  or its  Borrowing  Subsidiary
        Agreement as the U.S. Agent shall reasonably request.

                                                     - 135 -


<PAGE>



        

Notwithstanding  the  foregoing  or any  contrary  provision  contained  in this
Agreement,  no Lender  shall be  obligated  to make,  continue  or  convert  any
Committed  Loan  to  or  for  any  Borrowing  Subsidiary   (including,   without
limitation,  Alberto-Culver  USA or Sally  Beauty)  if the  Company  shall  have
executed and delivered to the U.S. Agent a Borrowing Subsidiary Termination with
respect to such Borrowing  Subsidiary (whether or not such Borrowing  Subsidiary
has agreed to such Borrowing Subsidiary Termination).

                                    ARTICLE V
                         REPRESENTATIONS AND WARRANTIES

        The Company  represents and warrants (and each other Borrower  severally
represents  and  warrants  for itself with  respect to the  following  sections,
except for Sections 5.07, 5.11, 5.16 and 5.17) to the U.S. Agent and each Lender
that:

        5.01  Corporate Existence and Power.  The Company and each of its 
              Material Subsidiaries:

                (a)      is a corporation duly organized, validly existing and 
                         in good standing under the laws of the jurisdiction of
                         its incorporation;

                (b)      has the power and authority and all governmental
                         licenses, authorizations,

                                                     - 136 -


<PAGE>



        consents and approvals to own its assets,  carry on its business (except
        where the failure to have any such governmental license,  authorization,
        consent or approval  would not reasonably be expected to have a Material
        Adverse Effect) and to execute,  deliver, and as to the Company only, to
        perform its obligations under the Loan Documents;

                (c) is duly qualified as a foreign  corporation  and is licensed
        and in good  standing  under  the laws of each  jurisdiction  where  its
        ownership, lease or operation of property or the conduct of its business
        requires  such  qualification  or license  except when the failure to so
        qualify or be so licensed or in good standing would not preclude it from
        enforcing  its rights with  respect to any of its assets or expose it to
        any liability, which in either case would reasonably be expected to have
        a Material Adverse Effect; and

                (d)  is  in  all  material   respects  in  compliance  with  the
        Requirements of Law except to the extent that the failure to do so would
        not reasonably be expected to have a Material Adverse Effect.

        5.02 Corporate Authorization; No Contravention.  The execution, delivery
and performance by the Company of this Agreement and each other Loan Document to
which the Company is party, have been duly authorized by all necessary corporate
action, and do not and will not:

                (a) contravene the terms of any of the Company's Organization
                    Documents;



                                                     - 137 -


<PAGE>



                (b) conflict with or result in any breach or  contravention  of,
        or  the  creation  of  any  Lien  under,  any  document  evidencing  any
        Contractual  Obligation  to which the  Company  is a party or any order,
        injunction,  writ or decree of any  Governmental  Authority to which the
        Company or its property is subject except where such  conflict,  breach,
        contravention  or  Lien  would  not  reasonably  be  expected  to have a
        Material Adverse Effect; or

                (c)      violate any Requirement of Law.

        5.03  Governmental  Authorization.   No  approval,  consent,  exemption,
authorization,   or  other  action  by,  or  notice  to,  or  filing  with,  any
Governmental   Authority  is  necessary  or  required  in  connection  with  the
execution,  delivery or performance by, or enforcement  against,  the Company of
the Agreement or any other Loan Document.

        5.04 Binding  Effect.  This  Agreement  and each other Loan  Document to
which the Company is a party constitute the legal, valid and binding obligations
of the  Company,  enforceable  against  the  Company  in  accordance  with their
respective  terms,  except  as  enforceability  may  be  limited  by  applicable
bankruptcy,  insolvency, or similar laws affecting the enforcement of creditors'
rights generally or by equitable principles relating to enforceability.

        5.05  Litigation.  Except as  specifically  disclosed in Schedule  5.05,
there are no actions, suits, proceedings,  claims or disputes pending, or to the
best knowledge of the Company, threatened or contemplated, at law, in equity, in
arbitration or before any Governmental Authority, against the

                                                     - 138 -


<PAGE>



Company, or its Subsidiaries or any of their respective properties which:

                (a) purport to affect or pertain to this Agreement or any other
                    Loan Document,or any of the transactions contemplated hereby
                    or thereby; or

                (b) would  reasonably  be  expected  to have a Material  Adverse
                    Effect.


        No injunction,  writ,  temporary  restraining  order or any order of any
nature has been issued by any court or other Governmental  Authority  purporting
to enjoin or restrain the  execution,  delivery or performance of this Agreement
or any other Loan  Document,  or directing  that the  transactions  provided for
herein or therein not be consummated as herein or therein provided.

        5.06 No Default.  At the Closing Date and at the time of any  Borrowing,
no Default or Event of Default  exists or would result from the incurring of any
Obligations by the Company.  As of the Closing Date, neither the Company nor any
Material  Subsidiary  is in default  under or with  respect  to any  Contractual
Obligation  in any  respect  which,  individually  or  together  with  all  such
defaults,  would  reasonably be expected to have a Material  Adverse Effect,  or
that would, if such default had occurred after the Closing Date, create an Event
of Default under subsection 9.01(e).

        5.07 ERISA Compliance. Except as specifically disclosed in Schedule 5.07
and solely with respect to plans covered by ERISA:

                                                     - 139 -


<PAGE>



                (a) Each Plan is in compliance in all material respects with the
        applicable  provisions of ERISA, the Code and other federal or state law
        except where  non-compliance  would not reasonably be expected to result
        in a Material  Adverse  Effect.  Each Plan which is  intended to qualify
        under Section 401(a) of the Code has received a favorable  determination
        letter from the IRS and to the best  knowledge of the  Company,  nothing
        has occurred which would cause the loss of such  qualification and which
        would reasonably be expected to result in a Material Adverse Effect. The
        Company and each ERISA Affiliate has made all required  contributions to
        any Plan subject to Section 412 of the Code,  and no  application  for a
        funding waiver or an extension of any  amortization  period  pursuant to
        Section 412 of the Code has been made with  respect to any Plan when the
        failure to make such  contribution or when such application or extension
        would reasonably be expected to result in a Material Adverse Effect.

                (b) There are no pending or, to the best  knowledge  of Company,
        threatened  claims,  actions or lawsuits,  or action by any Governmental
        Authority,  with  respect  to any  Plan  which  has  resulted  or  would
        reasonably be expected to result in a Material Adverse Effect. There has
        been  no   prohibited   transaction   or  violation  of  the   fiduciary
        responsibility  rules with  respect to any Plan  which has  resulted  or
        would reasonably be expected to result in a Material Adverse Effect.


                (c) (i) No ERISA Event has occurred or is reasonably expected to
        occur;  (ii) no Pension Plan has any Unfunded Pension  Liability;  (iii)
        neither the Company nor any ERISA

                                                     - 140 -


<PAGE>



        Affiliate has incurred,  or reasonably  expects to incur,  any liability
        under  Title IV of ERISA with  respect to any  Pension  Plan (other than
        premiums  due and not  delinquent  under  Section  4007 of ERISA);  (iv)
        neither the Company nor any ERISA Affiliate has incurred,  or reasonably
        expects to incur,  any liability (and no event has occurred which,  with
        the giving of notice under  Section 4219 of ERISA,  would result in such
        liability)  under  Section  4201 or  4243 of  ERISA  with  respect  to a
        Multiemployer  Plan; and (v) neither the Company nor any ERISA Affiliate
        has engaged in a  transaction  that could be subject to Section  4069 or
        4212(c) of ERISA;  that,  in the case of any of clauses (i) through (v),
        would reasonably be expected to result in a Material Adverse Effect.

        5.08 Use of Proceeds; Margin Regulations.  The proceeds of the Loans are
to be used solely for the  purposes  set forth in and  permitted by Section 6.12
and Section 7.04.

        5.09 Title to Properties.  The Company and each Material Subsidiary have
good record and marketable  title in fee simple to, or to their  knowledge valid
leasehold  interests in, all real property necessary for the ordinary conduct of
their respective  businesses,  except for such defects in title or invalidity of
leasehold interests as would not reasonably be expected,  individually or in the
aggregate,  to have a Material Adverse Effect. As of the Closing Date and to the
best  knowledge  of the  Company,  the  property of the Company and its Material
Subsidiaries is subject to no Liens, other than Permitted Liens.

        5.10  Taxes.  The Company and its Material Subsidiaries have filed all 
              Federal and other

                                                     - 141 -


<PAGE>



material tax returns and reports required to be filed, and have paid all Federal
and other  material  taxes,  assessments,  fees and other  governmental  charges
levied or imposed upon them or their properties,  income or assets otherwise due
and payable, except those which are being contested in good faith by appropriate
proceedings  and for which  adequate  reserves  have been provided in accordance
with GAAP or where  failure to file such return or to pay any such tax would not
reasonably be expected to have a Material Adverse Effect.  To the best knowledge
of the Company,  there is no proposed tax assessment  against the Company or any
Subsidiary that would, if made, have a Material Adverse Effect.

        5.11  Financial Condition.

                (a) The audited consolidated financial statements of the Company
        and its  consolidated  Subsidiaries  dated  September 30, 1996,  and the
        unaudited consolidated financial statements dated June 30, 1997:

                         (i) were prepared in accordance with GAAP  consistently
                applied  throughout  the  period  covered  thereby,   except  as
                otherwise  expressly  noted therein,  subject to normal year end
                audit adjustments in the case of such unaudited statements; and

                         (ii)fairly present the financial condition of the 
                             Company and its consolidated Subsidiaries as of the
                             date thereof and results of operations for the
                             period covered thereby.
                                                     - 142 -


<PAGE>



                


                (b) Since September 30, 1996, there has been no Material Adverse
        Effect  otherwise than  disclosed on the periodic or special  reports of
        the  Company,  copies of which  have been  delivered  to the U.S.  Agent
        hereunder.

        5.12 Environmental  Matters. The Company conducts in the ordinary course
of business a review of the effect of existing  Environmental  Laws and existing
Environmental Claims on its business, operations and properties, and as a result
thereof the Company has reasonably  concluded that to the best of its knowledge,
except as specifically  disclosed in Schedule 5.12, such  Environmental Laws and
Environmental Claims would not, individually or in the aggregate,  reasonably be
expected to have a Material Adverse Effect.

        5.13 Regulated Entities. None of the Company, any Person controlling the
Company, or any Subsidiary, is an "Investment Company" within the meaning of the
Investment  Company Act of 1940. The Company is not subject to any other Federal
or state statute or regulation limiting its ability to incur Indebtedness.


        5.14  Copyrights, Patents, Trademarks and Licenses, etc. To the best 
              knowledge of the Company, the Company or its Material Subsidiaries
              own or are licensed or otherwise have the right

                                                     - 143 -


<PAGE>



to use all of the patents,  trademarks,  service marks, trade names, copyrights,
contractual  franchises,  authorizations  and other  rights that are  reasonably
necessary for the operation of their  respective  businesses,  without  conflict
with the rights of any other Person except where the failure to own, be licensed
to or otherwise have the right to use the same would not have a Material Adverse
Effect.  To the best  knowledge  of the  Company,  no  material  slogan or other
advertising device, product,  process, method, substance, part or other material
now employed, or now contemplated to be employed, by the Company or any Material
Subsidiary  infringes  upon any rights held by any other  Person  where any such
infringement  would  reasonably be expected to have a Material  Adverse  Effect.
Except as  specifically  disclosed  in  Schedule  5.05,  no claim or  litigation
regarding  any of the  foregoing  is pending or to the  knowledge of the Company
threatened,  which  would  reasonably  be  expected  to have a Material  Adverse
Effect.


        5.15  Subsidiaries.  As of the Closing Date, the Company has no Material
Subsidiaries  other than those  specifically  disclosed  in part (a) of Schedule
5.15 hereto and has no material equity investments in excess of U.S.$100,000,000
in any other  corporation  (excluding  Subsidiaries)  or entity other than those
specifically disclosed in part (b) of Schedule 5.15.

        5.16 Insurance.  To the best knowledge of the Company, the properties of
the Company and its Material Subsidiaries are insured with financially sound and
reputable  insurance  or  reinsurance  companies,  in such  amounts,  with  such
deductibles  and  covering  such  risks as are  believed  by the  Company  to be
adequate in the exercise of its reasonable business judgment.

                                                     - 144 -


<PAGE>



        5.17 Full Disclosure.  None of the representations or warranties made by
the  Company  in the Loan  Documents  as of the date  such  representations  and
warranties are made or deemed made, and none of the statements  contained in any
exhibit, financial report or statements or certificate furnished by or on behalf
of the  Company  in  connection  with the Loan  Documents,  contains  any untrue
statement of a material  fact or omits any material  fact  required to be stated
therein  or  necessary  to make the  statements  made  therein,  in light of the
circumstances under which they are made, not misleading as of the time when made
or delivered.

                                   ARTICLE VI
                              AFFIRMATIVE COVENANTS

        So long as any Lender shall have any Commitment  hereunder,  or any Loan
or other  Obligation  shall remain  unpaid or  unsatisfied,  unless the Required
Lenders waive compliance in writing:

        6.01 Financial Statements.  The Company shall deliver to the U.S. Agent,
with sufficient copies for each requesting Lender:

                (a) as soon as  available,  but not later than the date which is
        120 days  after the end of each  fiscal  year,  a copy of the  Company's
        Annual Report on Form 10K as filed with the SEC, and  accompanied by the
        opinion of a  nationally-recognized  independent  public accounting firm
        ("Independent Auditor"),  which opinion shall not be a qualified opinion
        or  limited  because  of a  restricted  or  limited  examination  by the
        Independent Auditor of any

                                                     - 145 -


<PAGE>



        material portion of the Company's or any Subsidiary's records;

                (b) as soon as  available,  but not later than 60 days after the
        end of each of the first three  fiscal  quarters of each fiscal  year, a
        copy of the Company's Form 10Q as filed with the SEC; and

                (c)  promptly,  copies of all financial  statements  and reports
        that the Company sends to its shareholders,  and copies of all Form 8K's
        that the Company or any Subsidiary may make to, or file with, the SEC.

        6.02 Certificates;  Other Information.  The Company shall furnish to the
U.S. Agent, with sufficient copies for each Lender:

                (a) concurrently  with the delivery of the financial  statements
        referred to in  subsections  6.01(a) and (b), a  Compliance  Certificate
        executed  by a  Responsible  Officer  on  behalf  of the  Company  which
        certifies  that no  Default  or Event of  Default  has  occurred  and is
        continuing (except as described therein); and

                (b)  promptly,   such  additional   information   regarding  the
        business,  financial or corporate affairs of the Company or any Material
        Subsidiary as the U.S.  Agent may from time to time  reasonably  request
        and which relates to the ability of the Company (or any other  Borrower)
        to perform under this Agreement or any Loan Document.

                                                     - 146 -


<PAGE>




        6.03 Notices. Upon obtaining knowledge of any event described below, the
Company shall  promptly  notify the U.S.  Agent (but in no event later than five
days after obtaining such knowledge):

                (a)      of the occurrence of any Default or Event of Default;

                (b) of any of the  following  matters  of  which  a  Responsible
        Officer  obtains  knowledge  that  would  result in a  Material  Adverse
        Effect:  (i)  breach or  non-performance  of, or any  default  under,  a
        Contractual  Obligation of the Company or any Material Subsidiary;  (ii)
        any dispute, litigation, investigation, proceeding or suspension between
        the Company or any Material  Subsidiary and any Governmental  Authority;
        or (iii)  the  commencement  of, or any  material  development  in,  any
        litigation  or   proceeding   affecting  the  Company  or  any  Material
        Subsidiary, including pursuant to any applicable Environmental Laws;

                (c) of the occurrence of any of the following  events  affecting
        the Company or any ERISA Affiliate which would reasonably be expected to
        result in a Material  Adverse  Effect,  and deliver to the U.S.  Agent a
        copy of any  notice  with  respect  to such  event  that is filed with a
        Governmental  Authority  and  any  notice  delivered  by a  Governmental
        Authority  to the Company or any ERISA  Affiliate  with  respect to such
        event:

                         (i)      an ERISA Event;

                                                     - 147 -


<PAGE>



                         (ii)     a material increase in the Unfunded Pension 
                                  Liability of any Pension Plan;

                         (iii)    the adoption of, or the commencement of 
                                  contributions to, any Plan subject to Section
                                  412 of the Code by the Company or any ERISA
                                  Affiliate; or

                         (iv)     the adoption of any amendment to a Plan sub
                                  ject to Section 412 of the Code, if such 
                                  amendment results in a material increase in 
                                  contributions or Unfunded Pension Liability ;

                (d) of any material  change in accounting  policies or financial
        reporting  practices other than those required by GAAP by the Company or
        any of its consolidated  Subsidiaries which would reasonably be expected
        to materially affect the Company's consolidated financial reports;

                (e) of any  change  in either  the  Company's  corporate  credit
        ratings or its  senior  unsecured  long-term  debt  ratings as  publicly
        announced by either S&P or Moody's, or the fact that such ratings are no
        longer being  publicly  announced by S&P or Moody's,  provided  that any
        failure  by  the   Company  to  give  notice  of  such  change  or  such
        unavailability  of  ratings  shall not affect  the  payment  obligations
        hereunder of any Borrower;

                (f) of any change after the Closing Date in the manner in which
                    the Company

                                                     - 148 -


<PAGE>



        reflects  the  aggregate   amount  of  Permitted   Receivables  sold  in
        connection  with  Permitted   Receivables  Purchase  Facilities  in  its
        internal,  unaudited  consolidated  balance sheet. Upon any such change,
        the Company shall enter into good faith negotiations with the U.S. Agent
        and the  Lenders  so as to  promptly  arrive  at a  mutually  acceptable
        alternate  method of measuring  the  Company's  compliance  with Section
        7.02(d).

Each notice under this Section shall be accompanied by a written  statement by a
Responsible Officer setting forth details of the occurrence referred to therein,
and stating what action the Company or any affected  Subsidiary proposes to take
with  respect  thereto and at what time.  Each notice under  subsection  6.03(a)
shall  describe with  particularity  any and all provisions of this Agreement or
other Loan Document (if any) that have been breached or violated.

        6.04  Preservation of Corporate  Existence,  Etc. The Company shall, and
shall cause each Material Subsidiary (including each other Borrower) to:

                (a) preserve and maintain in full force and effect its corporate
        existence and good standing under the laws of its state or  jurisdiction
        of incorporation;

                (b)  to  the  extent  practicable,   using  reasonable  efforts,
        preserve and maintain in full force and effect all governmental  rights,
        privileges,  qualifications,  permits, licenses and franchises necessary
        or desirable in the normal  conduct of its business  except (x) when the
        non-preservation   and  non-maintenance  of  such  rights,   privileges,
        qualifications, permits,

                                                     - 149 -


<PAGE>



        licenses  or  franchises  would  reasonably  be  expected  not to have a
        Material Adverse Effect or (y) in connection with transactions permitted
        by Section 7.03 and sales of assets permitted by Section 7.02;

                (c) use reasonable  efforts, in the ordinary course of business,
        to preserve its business  organization  and goodwill  except when in the
        reasonable  judgment  of the  Company it is not  economical  to do so or
        where the  failure to do so would not  reasonably  be expected to have a
        Material Adverse Effect; and

                (d)  to  the  extent  practicable,   using  reasonable  efforts,
        preserve or renew all of its registered patents, trademarks, trade names
        and service marks,  except when  non-preservation or non-renewal of such
        patents,  trademarks,  trade names or service marks would  reasonably be
        expected not to have a Material Adverse Effect.

        6.05  Maintenance  of Property.  The Company shall  maintain,  and shall
cause each Material Subsidiary to maintain,  and preserve all its property which
is used or useful in its business in good working order and condition,  ordinary
wear and tear and casualty loss excepted and make all necessary  repairs thereto
and renewals and replacements  thereof except when in the reasonable judgment of
the  Company it is not  economical  to do so or where the failure to do so would
not reasonably be expected to have a Material  Adverse  Effect.  The Company and
each Material  Subsidiary shall use the standard of care typical in the industry
in the operation and maintenance of its material facilities.

                                                     - 150 -


<PAGE>



        6.06  Insurance.  The  Company  shall  maintain,  and shall  cause  each
Material  Subsidiary to maintain,  with financially sound and reputable insurers
or independent reinsurers, insurance with respect to its properties and business
against loss or damage of the kinds and in the amounts determined by the Company
to be  necessary  or  desirable  in  the  exercise  of its  reasonable  business
judgment.

        6.07 Payment of  Obligations.  The Company  shall,  and shall cause each
Material  Subsidiary  to, pay and  discharge  as the same  shall  become due and
payable, all their respective obligations and liabilities, including:

                (a) all tax liabilities, assessments and governmental charges or
        levies upon it or its  properties  or assets,  unless the same are being
        contested in good faith by appropriate proceedings and adequate reserves
        in  accordance  with GAAP are being  maintained  by the  Company or such
        Material  Subsidiary or unless the failure to pay or discharge would not
        have a Material Adverse Effect;

                (b)  all  lawful  claims  (except  for  such  claims  which  are
        contested by the Company or Material Subsidiary in good faith) which, if
        unpaid,  would by law become a Lien upon its  property  except  when the
        failure to pay or discharge  would not have a Material  Adverse  Effect;
        and

                (c)      all Indebtedness, as and when due and payable (except
        for such Indebtedness

                                                     - 151 -


<PAGE>



        which is  contested by the Company or any  Material  Subsidiary  in good
        faith or where the failure to pay or discharge  would not  reasonably be
        expected  to result in a Material  Adverse  Effect),  but subject to any
        subordination  provisions  contained  in  any  instrument  or  agreement
        evidencing such Indebtedness.

        6.08  Compliance  with Laws.  The Company shall comply,  and shall cause
each  Material   Subsidiary  to  comply,  in  all  material  respects  with  all
Requirements of Law of any Governmental Authority having jurisdiction over it or
its  business,  except such as may be  contested  in good faith or as to which a
bona fide  dispute  may exist or where the  failure  to comply  would not have a
Material Adverse Effect.

        6.09 Compliance with ERISA.  The Company shall,  and shall cause each of
its ERISA  Affiliates  to: (a) maintain  each Plan in compliance in all material
respects with the applicable  provisions of ERISA, the Code and other federal or
state law except where non-compliance would not reasonably be expected to result
in a Material  Adverse Effect;  and (b) make all required  contributions  to any
Plan  subject  to  Section  412 of the Code  except  where  failure  to make any
contribution  would not  reasonably be expected to result in a Material  Adverse
Effect.

        6.10  Inspection  of Property and Books and Records.  The Company  shall
maintain and shall cause each Material  Subsidiary  to maintain  proper books of
record and account, in which full, true and correct entries shall be made of all
financial  transactions  and matters  involving  the assets and  business of the
Company  and such  Material  Subsidiary.  Subject to  reasonable  safeguards  to
protect

                                                     - 152 -


<PAGE>



confidential  information,  the Company shall permit representatives of the U.S.
Agent to discuss the affairs and  finances of the Company  with its  Responsible
Officers, all at such reasonable times during normal business hours and as often
as may be reasonably  desired,  upon  reasonable  advance notice to the Company;
provided, however, when an Event of Default exists the Company shall permit, and
shall cause each  Material  Subsidiary  to permit,  representatives  of the U.S.
Agent to visit and inspect any of their respective properties,  to examine their
respective  corporate,  financial and operating records, and make copies thereof
or  abstracts  therefrom,  all at the  expense of the Company at any time during
normal business hours and with reasonable  advance notice.  The U.S. Agent shall
promptly  advise the Lenders of its findings  after any such visit,  inspection,
examination or discussion.

        6.11  Environmental  Laws.  The  Company  shall,  and shall  cause  each
Material  Subsidiary  to,  conduct  its  operations  and keep and  maintain  its
property in compliance with all  Environmental  Laws except where the failure to
comply would not have a Material Adverse Effect.

        6.12 Use of  Proceeds.  The Company  shall use the proceeds of the Loans
for general corporate purposes including,  without  limitation,  working capital
and  Acquisitions,  not in  contravention  of any  Requirement of Law or of this
Agreement.

                                   ARTICLE VII
                               NEGATIVE COVENANTS


                                                     - 153 -


<PAGE>



        So long as any Lender shall have any Commitment  hereunder,  or any Loan
or other  Obligation  shall remain  unpaid or  unsatisfied,  unless the Required
Lenders waive compliance in writing:

        7.01 Limitation on Liens. The Company shall not, and shall not suffer or
permit any Material Subsidiary to, directly or indirectly,  make, create, incur,
assume  or suffer  to exist  any Lien  upon or with  respect  to any part of its
property,  whether now owned or  hereafter  acquired,  other than the  following
("Permitted Liens"):

                (a)  any  Lien  existing  on  property  of  the  Company  or any
        Subsidiary  on the  Closing  Date  and set  forth  in  Schedule  7.01 or
        included in the Company's  consolidated  financial statements as of June
        30, 1997 securing Indebtedness outstanding on such date;

                (b)      any Lien created under any Loan Document;

                (c) Liens for taxes,  fees,  assessments  or other  governmental
        charges which are not delinquent or remain payable without  penalty,  or
        to the extent that non-payment thereof is permitted by Section 6.07;

                (d)   carriers',    warehousemen's,    mechanics',   landlords',
        materialmen's,  repairmen's  or  other  similar  Liens  arising  in  the
        ordinary  course of business  which are not delinquent or remain payable
        without  penalty  or which  are  being  contested  in good  faith and by
        appropriate proceedings, which proceedings are reasonably anticipated to
        have the effect of preventing

                                                     - 154 -


<PAGE>



        the forfeiture or sale of the property subject thereto;

                (e) Liens  consisting  of pledges or  deposits  required  in the
        ordinary  course of business in connection  with workers'  compensation,
        unemployment insurance and other social security legislation;

                (f)  Liens  on  the  property  of  the  Company  or  any  of its
        Subsidiaries securing (i) the non-delinquent  performance of bids, trade
        contracts   (other  than  for   borrowed   money),   leases,   statutory
        obligations, (ii) contingent obligations on surety and appeal bonds, and
        (iii) other  non-delinquent  obligations of a like nature; in each case,
        incurred in the ordinary course of business,  provided all such Liens in
        the  aggregate  would not (even if  enforced)  cause a Material  Adverse
        Effect;

                (g)  easements,  rights-of-way,  restrictions  and other similar
        encumbrances  incurred in the ordinary  course of business which, in the
        aggregate,  are not substantial in amount,  and which do not in any case
        materially  detract  from the value of the property  subject  thereto or
        interfere with the ordinary conduct of the businesses of the Company and
        its Subsidiaries taken as a whole;

                (h) Liens on  assets of  Subsidiaries  acquired  by the  Company
        after the date of this  Agreement,  provided,  however,  that such Liens
        existed at the time of the respective  acquisition and were not incurred
        in anticipation thereof;

                                                     - 155 -


<PAGE>



                (i) purchase money security  interests on any property  acquired
        or held by the Company or its  Subsidiaries  in the  ordinary  course of
        business,  securing  Indebtedness incurred or assumed for the purpose of
        financing  all or any  part of the  cost  of  acquiring  such  property;
        provided that (i) such Lien attaches  solely to the property so acquired
        in such  transaction,  and (ii) the principal amount of the Indebtedness
        secured thereby does not exceed 100% of the cost of such property;

                (j) Liens  securing  obligations in respect of capital leases on
        assets subject to such leases;

                (k) Liens  arising  solely by virtue of any  statutory or common
        law provision  relating to banker's liens,  rights of set-off or similar
        rights and  remedies as to deposit  accounts  or other funds  maintained
        with a creditor depository  institution;  provided that (i) such deposit
        account is not a dedicated cash collateral account and is not subject to
        restrictions  against access by the Company in excess of those set forth
        by regulations  promulgated by the Federal Reserve Board,  and (ii) such
        deposit  account  is  not  intended  by  the  Company  or  any  Material
        Subsidiary to provide collateral to the depository institution except in
        either case when such deposit  accounts are  established  or required in
        the ordinary  course of business  and would not have a Material  Adverse
        Effect; and

                (l) Liens on Permitted Receivables subject to a Permitted
        Receivables Purchase Facility;

                                                     - 156 -


<PAGE>




                (m) Liens on real  property (i) acquired  after the Closing Date
        by the Company or any  Subsidiary,  provided  that such Liens existed at
        the time such property was acquired and were not created in anticipation
        thereof or (ii) acquired or held by the Company or its  Subsidiaries  in
        the  ordinary  course of  business,  securing  Indebtedness  incurred or
        assumed  for the  purpose  of  financing  all or any part of the cost of
        acquiring such  property,  provided that (x) such Liens attach solely to
        the  property  so acquired in such  transaction,  and (y) the  principal
        amount of the  Indebtedness  secured thereby does not exceed 100% of the
        cost of such property; and

                (n)   Notwithstanding  the  provisions  of  subsections  7.01(a)
        through (m), there shall be permitted Liens on property (including Liens
        which would  otherwise be in violation  of such  subsections),  provided
        that  the  sum of the  aggregate  Indebtedness  of the  Company  and its
        Subsidiaries  secured by all Liens  permitted under this subsection (n),
        excluding the Liens permitted  under  subsections (a) through (m), shall
        not exceed an amount  equal to 3% of the  Company's  total  consolidated
        assets as shown on its  consolidated  balance  sheet for its most recent
        prior fiscal quarter.

        7.02 Disposition of Assets.  Except as otherwise  permitted by any other
provision  of this  Agreement,  the Company  shall not,  and shall not suffer or
permit any Material Subsidiary to, directly or indirectly,  sell, assign, lease,
convey,  transfer  or  otherwise  dispose  of  (whether  in one or a  series  of
transactions) any property  (including  accounts and notes  receivable,  with or
without

                                                     - 157 -


<PAGE>



recourse) or enter into any agreement to do any of the foregoing, except:

                (a)      dispositions of inventory, or used, worn-out or surplus
                         equipment, all in the ordinary course of business;

                (b) dispositions or spinoffs on reasonable  commercial terms and
        for fair  value or which  would  not  have a  Material  Adverse  Effect,
        provided  that  dispositions  or spinoffs  of the  capital  stock of any
        Material  Subsidiary  or any Borrowing  Subsidiary  to a  non-Affiliated
        Person shall not be  permitted  under this  subsection  (b) unless after
        giving  effect  thereto the affected  Material  Subsidiary  or Borrowing
        Subsidiary would be a Wholly-Owned Subsidiary;

                (c) dispositions of property  (including  capital stock) between
        the  Company  and any  consolidated  Subsidiary  or  among  consolidated
        Subsidiaries;

                (d) dispositions of Permitted  Receivables pursuant to Permitted
        Receivables Purchase Facilities,  provided that the aggregate Investment
        Amount with  respect  thereto  shall not exceed  U.S.$75,000,000  at any
        time; and


                (e) other  dispositions  of  property  during  any  fiscal  year
        (excluding dispositions permitted under subsections 7.02(a) through (d))
        whose  net book  value  in the  aggregate  shall  not  exceed  3% of the
        Company's total consolidated assets as shown on its consolidated

                                                     - 158 -


<PAGE>



        balance sheet for its most recent prior fiscal year.

        7.03  Consolidations  and Mergers.  The Company shall not, and shall not
suffer or permit any Material Subsidiary to, merge, consolidate with or into, or
convey,  transfer,  lease or otherwise dispose of (whether in one transaction or
in a series of transactions) all or substantially all of its assets (whether now
owned or hereafter acquired) to or in favor of any Person, except:

                (a)      any Person may merge with the Company, provided that
                         the Company shall be the continuing or surviving 
                         corporation;

                (b) any Subsidiary may merge (i) with the Company, provided that
        the Company shall be the  continuing or surviving  corporation,  or (ii)
        with  any one or more  Subsidiaries,  provided  that if any  transaction
        shall be between a Subsidiary which is not a Wholly-Owned Subsidiary and
        a Wholly-Owned  Subsidiary,  the  Wholly-Owned  Subsidiary  shall be the
        continuing or surviving corporation;

                (c) any  Subsidiary  may  sell all or  substantially  all of its
        assets (upon  voluntary  liquidation  or  otherwise),  to the Company or
        another Wholly-Owned Subsidiary; and

                (d) any  Subsidiary may merge with any Person and any Person may
        merge with any Subsidiary, provided that after giving effect thereto the
        resulting Person shall be a Wholly-Owned Subsidiary.

                                                     - 159 -


<PAGE>



        7.04 Margin Stock. The Company shall not, and shall not suffer or permit
any Subsidiary to, use any portion of the Loan proceeds, directly or indirectly,
in a manner which  violates any  applicable  Requirement  of Law and which would
have a Material  Adverse  Effect  (provided  that this Section 7.04 shall not be
deemed to permit the use of Loan proceeds in violation of any Requirement of Law
applicable to any Lender).  Notwithstanding the foregoing, at no time shall more
than 25% of the value (as determined by any reasonable  method) of the Company's
assets consist of Margin Stock.

        7.05 Restricted Payments.  During the existence of a Default or Event of
Default,  the  Company  shall not,  and shall not suffer or permit any  Material
Subsidiary  (other than a Wholly- Owned Subsidiary) to, declare or make any cash
dividend  payment  or  other   distribution  of  assets,   properties,   rights,
obligations  or  securities on account of any shares of any class of its capital
stock,  or  purchase,  redeem or  otherwise  acquire for value any shares of its
capital stock or any warrants,  rights or options to acquire such shares, now or
hereafter  outstanding;  provided  that this Section 7.05 shall not restrict any
such cash  payments or other  distributions  or any  purchases,  redemptions  or
acquisitions of its capital stock or any warrants,  rights or options to acquire
such shares, now or hereafter  outstanding,  permitted under any written benefit
plans of the Company or any Material  Subsidiary  now or  hereafter  existing so
long as such payments or distributions or purchases, redemptions or acquisitions
do not exceed  U.S.$5,000,000  in the aggregate during the existence of any such
Default or Event of Default.

        7.06  ERISA.  The Company shall not, and shall not suffer or permit any
              of its ERISA

                                                     - 160 -


<PAGE>



Affiliates  to: (a)  engage in a  prohibited  transaction  or  violation  of the
fiduciary  responsibility  rules with  respect to any Plan which has resulted or
would  reasonably  be expected to result in a Material  Adverse  Effect;  or (b)
engage in a  transaction  that could be  subject  to Section  4069 or 4212(c) of
ERISA and which would  reasonably  be  expected to result in a Material  Adverse
Effect.

        7.07 Accounting Changes.  The Company shall not, and shall not suffer or
permit any Material  Subsidiary  to, make any  significant  change in accounting
treatment or reporting  practices,  except as required or permitted by GAAP,  or
change the fiscal year of the  Company or of any such  Material  Subsidiary,  if
such change would reasonably be expected to result in a Material Adverse Effect.


        7.08 Interest Coverage.  The Company shall not permit as of the last day
of any fiscal quarter, on a consolidated basis, the ratio of (i) Earnings Before
Interest  and Taxes to (ii)  Interest  Expense,  to be less than 2.0 to 1.0. For
purposes of this section,  "Earnings  Before Interest and Taxes" means as at the
end of any fiscal  quarter  of the  Company  for the period of four  consecutive
fiscal  quarters  ended as at such  date,  the sum of (a) the  consolidated  net
income (or net loss) of the  Company  and its  Subsidiaries  for such  period as
determined in  accordance  with GAAP,  plus (b) all amounts  treated as interest
expense for such  period to the extent  included  in the  determination  of such
consolidated net income (or loss); plus (c) all taxes accrued for such period on
or  measured  by income to the  extent  included  in the  determination  of such
consolidated  net income (or loss);  provided,  however,  that  consolidated net
income (or loss) shall be computed for the purposes of

                                                     - 161 -


<PAGE>



this definition  without giving effect to extraordinary or non-recurring  losses
or extraordinary or non-recurring  gains for such period; and "Interest Expense"
means as at the end of any fiscal  quarter of the Company for the period of four
consecutive  fiscal  quarters  ended as at such  date,  all  amounts  treated as
interest expense for such period to the extent included in the  determination of
the  Company's  consolidated  net  income  (or net  loss)  for  such  period  as
determined in accordance with GAAP.

        7.09  Leverage.  The Company  shall not permit as of the last day of any
fiscal quarter,  on a consolidated  basis,  the ratio of (i) Funded Debt to (ii)
Total  Capitalization,  to be greater  than 0.60 to 1.0.  For  purposes  of this
section, "Funded Debt" means as of the date of any determination all outstanding
Indebtedness of the Company and its consolidated Subsidiaries which matures more
than one year  after the  incurrence  thereof  or is  extendable,  renewable  or
refundable, at the option of the obligor, to a date more than one year after the
incurrence  thereof;  and  "Total  Capitalization"  means,  as of  any  date  of
determination,  the sum of (i) Funded Debt,  and (ii) the sum of the amounts set
forth on the  consolidated  balance  sheet of the Company  and its  consolidated
Subsidiaries as shareholders' equity as determined in accordance with GAAP.

        7.10  Subsidiary  Indebtedness.  The Company  shall not permit as of the
last  day  of  any  fiscal  quarter,  the  aggregate   Indebtedness   (excluding
Indebtedness among the Company and its Subsidiaries or between  Subsidiaries) of
its  consolidated  Subsidiaries  to exceed (i) during the first and second  year
after the Closing Date, 20% and (ii) thereafter, 25%, of shareholders' equity as
set forth on the consolidated  balance sheet of the Company and its consolidated
Subsidiaries as

                                                     - 162 -


<PAGE>



determined in accordance with GAAP and as reflected in its most recent annual or
quarterly financial  statements  delivered to the U.S. Agent under Section 6.01.
For purposes of this Section 7.10,  the term  "Indebtedness"  shall be deemed to
exclude (i)  Indebtedness of a Person which becomes a Subsidiary  after the date
hereof, provided that such excluded Indebtedness existed at the time such Person
became a  Subsidiary  and was not  created  in  anticipation  thereof,  and (ii)
outstanding Loans of Borrowing Subsidiaries under this Agreement.

                                  ARTICLE VIII
                                    GUARANTEE

        8.01 Guarantee.  (a) To induce the U.S. Agent and the Lenders to execute
and deliver this  Agreement and to make the  extensions  of credit  provided for
herein  to  the   Borrowing   Subsidiaries   (including,   without   limitation,
Albert-Culver  USA and Sally  Beauty in their  respective  capacity as Borrowing
Subsidiary or Bid Borrower),  the Company hereby unconditionally and irrevocably
guarantees to the U.S.  Agent and the Lenders and their  respective  successors,
permitted transferees and permitted assigns, as a primary obligor and not merely
as a surety,  the prompt and complete  payment and  performance by the Borrowing
Subsidiaries  when due  (whether  at the stated  maturity,  by  acceleration  or
otherwise) of all of the Obligations of the Borrowing  Subsidiaries from time to
time (the "Guaranteed  Obligations").  The Company further agrees to pay any and
all reasonable  expenses  (including,  without  limitation,  all Attorney Costs)
which may be paid or incurred by the U.S. Agent,  the European Payment Agent, or
any Lender in enforcing any rights with respect to, or collecting, any or all of
the Guaranteed Obligations or enforcing any rights with respect to, or

                                                     - 163 -


<PAGE>



collecting  against,  the Company under this Article VIII.  This Guarantee shall
remain in full force and effect until all such  Obligations are paid in full and
the  Commitments are  terminated,  notwithstanding  that from time to time prior
thereto the Borrowing Subsidiaries may be free from any Obligations.

                (b) No payment or payments made by any  Borrowing  Subsidiary or
any other  Person or received  or  collected  by the U.S.  Agent,  the  European
Payment Agent or any Lender from any Borrowing Subsidiary or any other Person by
virtue  of  any  action  or  proceeding  or  any  set-off  or  appropriation  or
application,  at any time or from time to time, in reduction of or in payment of
the  Guaranteed  Obligations  shall be  deemed to  modify,  reduce,  release  or
otherwise  affect the  liability  of the Company  under this  Article VIII which
shall,  notwithstanding  any such payment or payments,  remain in full force and
effect until the Guaranteed Obligations are paid in full and the Commitments are
terminated. The Company agrees that whenever, at any time, or from time to time,
it shall  make any  payment  to the U.S.  Agent or any  Lender on account of its
liability under this Article VIII, it will notify the U.S. Agent and such Lender
in writing that such payment is made under this Article VIII for such purpose.

        8.02  No   Subrogation,   Contribution,   Reimbursement   or  Indemnity.
Notwithstanding anything to the contrary in this Article VIII, the Company shall
not be entitled to be subrogated  to any of the rights of the U.S.  Agent or any
Lender against any Borrowing Subsidiary or any other guarantor or any collateral
security or  guarantee  or right of offset held by any Lender for the payment of
the  Guaranteed  Obligations,  nor shall the Company seek or be entitled to seek
any contribution or

                                                     - 164 -


<PAGE>



reimbursement from any Borrowing Subsidiary or any other guarantor in respect of
payments  made by the Company  hereunder,  until all  amounts  owing to the U.S.
Agent and the Lenders by the Borrowing Subsidiaries on account of the Guaranteed
Obligations  are paid in full.  If any  amount  shall be paid to the  Company on
account  of such  subrogation  rights  at any time  when  all of the  Guaranteed
Obligations  shall not have been paid in full,  such amount shall be held by the
Company in trust for the U.S. Agent and the Lenders, segregated from other funds
of the Company, and shall, forthwith upon receipt by the Company, be turned over
to the U.S.  Agent in the exact form received by the Company  (duly  endorsed by
the Company to U.S.  Agent,  if required),  to be applied against the Guaranteed
Obligations,  whether matured or unmatured,  in such order as the U.S. Agent and
the Required  Lenders may  determine.  The provisions of this  subsection  shall
survive the termination of the guarantee contained in this Article VIII.

        8.03 Amendments, etc. with Respect to the Obligations; Waiver of Rights.
The Company shall remain obligated hereunder  notwithstanding  that, without any
reservation  of rights  against the  Company,  and without  notice to or further
assent  by the  Company,  any  demand  for  payment  of  any  of the  Guaranteed
Obligations  made by the U.S.  Agent or any Lender may be  rescinded by the U.S.
Agent or such Lender, and any of the Guaranteed Obligations  continued,  and the
Guaranteed Obligations, or the liability of any other party upon or for any part
thereof,  or any  collateral  security or guarantee  therefor or right of offset
with respect  thereto,  may, from time to time, in whole or in part, be renewed,
extended, amended, modified,  accelerated,  compromised,  waived, surrendered or
released by the U.S. Agent, the European  Payment Agent or any Lender,  and this
Agreement,  the other  Loan  Documents,  and any other  documents  executed  and
delivered in connection herewith

                                                     - 165 -


<PAGE>



or therewith may be amended,  modified,  supplemented or terminated, in whole or
in part, as the U.S. Agent (or the Required Lenders, as the case may be) or such
Lender  may deem  advisable  from  time to time,  and any  collateral  security,
guarantee  or right of offset at any time held by the U.S.  Agent,  the European
Payment Agent or any Lender for the payment of the Guaranteed Obligations may be
sold, exchanged,  waived,  surrendered or released.  Neither the U.S. Agent, the
European  Payment  Agent  nor any  Lender  (or its  Affiliates)  shall  have any
obligation to protect, secure, perfect or insure any Lien at any time held by it
as security for the  Guaranteed  Obligations  or for the guarantee  contained in
this  Article  VIII or any  property  subject  thereto.  When  making any demand
hereunder  against the Company,  the U.S.  Agent or any Lender may, but shall be
under  no  obligation  to,  make a  similar  demand  on the  relevant  Borrowing
Subsidiary  or any other  guarantor,  and any  failure by the U.S.  Agent or any
Lender to make any such demand or to collect any  payments  from such  Borrowing
Subsidiary  or any  such  other  guarantor  or any  release  of  such  Borrowing
Subsidiary  or  such  other  grantor  shall  not  relieve  the  Company  of  its
obligations  or  liabilities  under this Article  VIII,  and shall not impair or
affect the rights and  remedies,  express or implied,  or as a matter of law, of
the U.S.  Agent or any Lender  against  the  Company.  For the  purposes  hereof
"demand"  shall  include  the   commencement   and   continuance  of  any  legal
proceedings.

         8.04 Guarantee Absolute and  Unconditional.  The Company waives, to the
fullest extent  permitted by applicable law, any and all notice of the creation,
renewal, extension or accrual of any of the Guaranteed Obligations and notice of
or proof  of  reliance  by the  U.S.  Agent  or any  Lender  upon the  guarantee
contained in this Article VIII or acceptance of the guarantee  contained in this
Article VIII, the Guaranteed Obligations, and any of them, shall conclusively be
deemed to have

                                                     - 166 -


<PAGE>



been created,  contracted or incurred, or renewed,  extended, amended or waived,
in reliance upon the guarantee  contained in this Article VIII; and all dealings
between the Company or any Borrowing  Subsidiary,  on the one hand, and the U.S.
Agent,  the European  Payment  Agent and the Lenders,  on the other hand,  shall
likewise  be  conclusively  presumed  to have  been had or  consummated  in full
reliance upon the guarantee  contained in this Article VIII. The Company waives,
to the fullest  extent  permitted by  applicable  law,  diligence,  presentment,
protest,  demand for payment and notice of default or  nonpayment to or upon the
Borrowing  Subsidiaries  with  respect  to  the  Guaranteed  Obligations.   This
Guarantee  shall  be  construed  as a  continuing,  absolute  and  unconditional
guarantee  of  payment  without  regard  to  (a)  the  validity,  regularity  or
enforceability of this Agreement,  any note, any other Loan Document, any of the
Guaranteed  Obligations or any guarantee or right of offset with respect thereto
at any time or from time to time held by the U.S.  Agent or any Lender,  (b) any
defense,   set-off  or  counterclaim   (other  than  a  defense  of  payment  or
performance)  which  may at any  time  be  available  to or be  asserted  by the
Borrowing  Subsidiaries  against  the U.S.  Agent or any Lender or (c) any other
circumstance  whatsoever (with or without notice to or knowledge of the Company)
which  constitutes,  or might be construed to constitute,  an equitable or legal
discharge of the Borrowing  Subsidiaries for the Guaranteed  Obligations,  or of
the Company under the guarantee contained in this Article VIII, in bankruptcy or
in any other instance.  When pursuing its rights and remedies  hereunder against
the Company, the U.S. Agent and any Lender may, but shall be under no obligation
to,  pursue  such  rights and  remedies  as it may have  against  the  Borrowing
Subsidiaries  or any other Person or against any  guarantee  for the  Guaranteed
Obligations or any right of offset with respect thereto,  and any failure by the
U.S. Agent or any

                                                     - 167 -


<PAGE>



Lender to pursue such other rights or remedies or to collect any  payments  from
the Borrowing  Subsidiaries or any such other Person or to realize upon any such
guarantee  or to  exercise  any such  right of  offset,  or any  release  of the
Borrowing  Subsidiaries  or any such other  Person or of any such  guarantee  or
right of offset, shall not relieve the Company of any liability  hereunder,  and
shall not impair or affect the rights and remedies,  whether express, implied or
available  as a matter  of law,  of the U.S.  Agent or any  Lender  against  the
Company. The guarantee contained in this Article VIII shall remain in full force
and effect and be binding in accordance with and to the extent of its terms upon
the Company and its successors,  permitted  transferees  and permitted  assigns,
until all the Guaranteed  Obligations  and the  obligations of the Company under
this  Article  VIII  shall  have been  satisfied  and by payment in full and the
Commitments shall be terminated,  notwithstanding  that from time to time during
the term of this  Agreement  the  Borrowing  Subsidiaries  may be free  from any
Obligations.

        8.05  Reinstatement.  The guarantee contained in this Article VIII shall
continue to be effective,  or be reinstated,  as the case may be, if at any time
payment, or any part thereof, of any of the Guaranteed  Obligations is rescinded
or must  otherwise be restored or returned by the U.S.  Agent or any Lender upon
the insolvency,  bankruptcy,  dissolution,  liquidation or reorganization of any
Borrowing  Subsidiary or upon or as a result of the  appointment  of a receiver,
intervenor or conservator  of, or trustee or similar officer for, such Borrowing
Subsidiary or any substantial part of its property, or otherwise,  all as though
such payments had not been made.

                                   ARTICLE IX

                                                     - 168 -


<PAGE>



                                                EVENTS OF DEFAULT

        9.01 Event of Default.  Any of the following shall  constitute an "Event
of Default":

                (a) Non-Payment. The Company or any other Borrower fails to pay,
        (i) within one Banking  Day after the same  becomes  due,  any amount of
        principal  of any Loan,  or (ii) within five Banking Days after the same
        becomes due, any fee payable under  Section 2.13 or interest  (including
        any Guaranteed Obligations) or under any other Loan Document; or

                (b)  Representation or Warranty.  Any representation or warranty
        by the Company, any other Borrower or any other Material Subsidiary made
        or deemed made herein, in any other Loan Document, or which is contained
        in any  certificate,  document or  financial  or other  statement by the
        Company,  any other  Borrower or any other Material  Subsidiary,  or any
        Responsible Officer,  furnished at any time under this Agreement,  or in
        or under any other Loan Document,  is incorrect in any material  respect
        on or as of the date made or deemed made; or

                (c) Specific  Defaults.  The Company fails to perform or observe
        any term, covenant or agreement contained in any of Sections 7.03, 7.05,
        7.06, 7.08, 7.09 or 7.10; or

                (d) Other  Defaults.  The Company or any other Borrower fails to
        perform or observe any other material term or covenant contained in this
        Agreement or any other Loan

                                                     - 169 -


<PAGE>



        Document,  and such default shall continue unremedied for a period of 30
        days after the earlier of (i) the date upon which a Responsible  Officer
        knew of such failure or (ii) the date upon which written  notice thereof
        is received by the Company from the U.S. Agent; or

                (e)  Cross-Default.  (i) The Company or any Subsidiary (i) fails
        to perform or observe  any  condition  or  covenant,  or any other event
        shall occur or condition shall exist,  under any agreement or instrument
        relating  to any  Indebtedness  having  an  aggregate  principal  amount
        (including  amounts  owing  to  all  creditors  under  any  combined  or
        syndicated  credit  arrangement)  of more than  U.S.$25,000,000  (or the
        Dollar  Equivalent  thereof),  and  such  failure  continues  after  the
        applicable  grace or notice  period,  if any,  specified in the relevant
        document  on the date of such  failure  if the  effect of such  failure,
        event or  condition is to cause such  Indebtedness  to be declared to be
        due and  payable  prior to its stated  maturity;  or (ii) if there shall
        occur any default or event of default,  however  denominated,  under any
        cross default  provision  under any agreement or instrument  relating to
        any  such  Indebtedness  of more  than  U.S.$25,000,000  (or the  Dollar
        Equivalent thereof); or

                (f) Insolvency;  Voluntary  Proceedings.  The Company, any other
        Borrower  or any  Material  Subsidiary  (i)  ceases  to be  solvent,  or
        generally  fails to pay its debts, or admits in writing its inability to
        pay its debts as they become due,  subject to applicable  grace periods,
        if any, whether at stated maturity or otherwise; (ii) voluntarily ceases
        to conduct its  business in the ordinary  course;  (iii)  commences  any
        Insolvency  Proceeding with respect to itself;  or (iv) takes any action
        to effectuate or authorize any of the foregoing; or

                                                     - 170 -


<PAGE>



                (g)  Involuntary  Proceedings.  (i) Any  involuntary  Insolvency
        Proceeding is commenced or filed against the Company, any other Borrower
        or  any  Material  Subsidiary,   or  any  writ,  judgment,   warrant  of
        attachment,  execution or similar process, is issued or levied against a
        substantial part of the Company's or any such  subsidiary's  properties,
        and any such  proceeding  or petition  shall not be  dismissed,  or such
        writ,  judgment,  warrant of  attachment,  execution or similar  process
        shall not be released,  stayed,  vacated or fully bonded  within 60 days
        after  commencement,  filing,  issuance or levy;  (ii) the Company,  any
        other   Borrower  or  any  Material   Subsidiary   admits  the  material
        allegations of a petition against it in any Insolvency Proceeding, or an
        order for relief (or  similar  order  under  non-U.S.  law  involving  a
        material portion of the Company's or such subsidiary's  total assets) is
        ordered in any Insolvency  Proceeding  involving the Company or any such
        subsidiary;  or (iii) the  Company,  any other  Borrower or any Material
        Subsidiary  acquiesces  in  the  appointment  of  a  receiver,  trustee,
        custodian,  conservator,  liquidator,  mortgagee in possession (or agent
        therefor),  or other similar Person for itself or a substantial  portion
        of its property or business; or

                (h) ERISA.  (i) An ERISA  Event  shall  occur with  respect to a
        Pension  Plan  or  Multiemployer   Plan  which  has  resulted  or  could
        reasonably be expected to result in liability of the Company under Title
        IV of ERISA to the Pension  Plan,  Multiemployer  Plan or the PBGC in an
        aggregate amount in excess of U.S.$50,000,000; (ii) the aggregate amount
        of  Unfunded  Pension  Liability  among  all  Pension  Plans at any time
        exceeds  U.S.$50,000,000;  or (iii) the  Company or any ERISA  Affiliate
        shall fail to pay when due, after the expiration of any applicable grace
        period, any installment payment with respect to its withdrawal liability

                                                     - 171 -


<PAGE>



        under Section 4201 of ERISA under a Multiemployer Plan in an aggregate
        amount in excess of U.S.$50,000,000; or

                (i) Monetary Judgments. One or more non-interlocutory judgments,
        non-  interlocutory  orders,  non-interlocutory  decrees or  arbitration
        awards  is  entered  against  the  Company,  any other  Borrower  or any
        Material  Subsidiary  involving  in the  aggregate a  liability  (to the
        extent not covered by independent  third-party insurance as to which the
        insurer does not dispute coverage) as to any single or related series of
        transactions,  incidents or conditions,  of  U.S.$30,000,000 or more (or
        the  Dollar  Equivalent  thereof),  and the same  shall  not  have  been
        vacated, discharged, stayed or appealed within the applicable period for
        appeal from the date of entry  thereof or paid  within ten Banking  Days
        after the same becomes non-appealable; or

                (j) Non-Monetary Judgments.  Any non-monetary judgment, order or
        decree  is  entered  against  the  Company,  any other  Borrower  or any
        Subsidiary which does or would reasonably be expected to have a Material
        Adverse Effect; or

                (k) Change of Control.  There occurs any Change of Control.  For
        purposes of this Section  9.01(k),  a "Change of Control" shall occur if
        any Person  (including  any  syndicate  or group deemed to be a "person"
        under Section 13(d)(3) of the Exchange Act, other than the Company,  any
        Subsidiary  of the Company or any  employee  benefit plan of the Company
        and other than (x) Leonard H. Lavin, Bernice E. Lavin, Carol L. Bernick,
        Howard B.

                                                     - 172 -


<PAGE>



        Bernick,  their estates,  trusts for their benefit or Persons controlled
        by any of the  foregoing  or (y)  any  such  syndicate  or  group  which
        includes any person or entity  referred to in the previous  clause (x)),
        is or becomes the beneficial  owner,  directly or indirectly,  through a
        purchase,   merger  or  other  acquisition   transaction  or  series  of
        transactions,  of shares of capital stock of the Company  entitling such
        Person to exercise  25% or more of the total  voting power of all shares
        of  capital  stock of the  Company  entitled  to vote  generally  in the
        election of directors; or

                (l) The Guarantee contained in Article VIII shall cease, for any
        reason,  to be in full force and effect in accordance  with its terms or
        the Company shall so assert.

        9.02 Remedies.  If any Event of Default occurs, the U.S. Agent shall, at
the request of, or may, with the consent of, the Required Lenders,

                (a) declare  the  Commitment  of each  Lender to make  Committed
        Loans to be terminated, whereupon such Commitments shall be terminated;

                (b)  declare  the  unpaid  principal  amount of all  outstanding
        Loans,  all interest  accrued and unpaid thereon,  and all other amounts
        owing or  payable  hereunder  or under any  other  Loan  Document  to be
        immediately due and payable,  without  presentment,  demand,  protest or
        other notice of any kind,  all of which are hereby  expressly  waived by
        the Company (and any other Borrower); and

                                                     - 173 -


<PAGE>



                (c)  exercise on behalf of itself and the Lenders all rights and
        remedies  available  to it and the Lenders  under the Loan  Documents or
        applicable law;

provided, however, that upon the occurrence of any event specified in subsection
(f) or (g) of Section 9.01 (in the case of clause (i) of subsection (g) upon the
expiration  of the 60-day  period  mentioned  therein),  the  obligation of each
Lender to make Loans  shall  automatically  terminate  and the unpaid  principal
amount of all outstanding  Loans and all interest and other amounts as aforesaid
shall automatically become due and payable without further act of the U.S. Agent
or any Lender without presentment,  demand, protest or other notice of any kind,
all of  which  are  hereby  expressly  waived  by the  Company  (and  any  other
Borrower).

        9.03 Rights Not Exclusive. The rights provided for in this Agreement and
the other Loan  Documents  (whether  now  existing  or  hereafter  arising)  are
cumulative  and are not  exclusive of any other  rights,  powers,  privileges or
remedies provided by law or in equity.

                                    ARTICLE X
                                    THE AGENT

        10.01  Appointment  and  Authorization.  Each Lender hereby  irrevocably
appoints,  designates  and  authorizes the U.S. Agent to take such action on its
behalf under the  provisions of this  Agreement and each other Loan Document and
to exercise such powers and perform such duties as are expressly delegated to it
by the terms of this Agreement or any other Loan Document,

                                                     - 174 -


<PAGE>



together with such powers as are reasonably incidental thereto.  Notwithstanding
any provision to the contrary  contained  elsewhere in this  Agreement or in any
other   Loan   Document,   the  U.S.   Agent   shall  not  have  any  duties  or
responsibilities,  except those  expressly set forth herein,  nor shall the U.S.
Agent have or be deemed to have any fiduciary  relationship with any Lender, and
no  implied  covenants,  functions,  responsibilities,  duties,  obligations  or
liabilities  shall be read into this  Agreement  or any other Loan  Document  or
otherwise exist against the U.S. Agent.

        10.02 Delegation of Duties. The U.S. Agent may execute any of its duties
under this Agreement or any other Loan Document by or through agents,  employees
or  attorneys-in-fact  and shall be entitled to advice of counsel concerning all
matters  pertaining to such duties.  The U.S. Agent shall not be responsible for
the  negligence or misconduct of any agent or  attorney-in-fact  that it selects
and oversees with reasonable care.

        10.03 Liability of Agent. None of the Agent-Related Persons shall (i) be
liable  for any  action  taken or omitted to be taken by any of them under or in
connection  with this  Agreement or any other Loan Document or the  transactions
contemplated hereby (except for its own gross negligence or willful misconduct),
or (ii) be  responsible  in any manner to any of the  Lenders  for any  recital,
statement, representation or warranty made by the Company, any other Borrower or
any other  Subsidiary  or  Affiliate  of the  Company,  or any officer  thereof,
contained  in  this  Agreement  or  in  any  other  Loan  Document,  or  in  any
certificate, report, statement or other document referred to or provided for in,
or  received  by the U.S.  Agent (or the  European  Payment  Agent)  under or in
connection  with,  this Agreement or any other Loan  Document,  or the validity,
effectiveness,

                                                     - 175 -


<PAGE>



genuineness,  enforceability  or sufficiency of this Agreement or any other Loan
Document,  or for any  failure  of the  Company  or any other  party to any Loan
Document to perform its obligations  hereunder or thereunder.  No  Agent-Related
Person shall be under any obligation to any Lender to ascertain or to inquire as
to the  observance  or  performance  of any of the  agreements  contained in, or
conditions  of, this  Agreement  or any other Loan  Document,  or to inspect the
properties, books or records of the Company or any of the Company's Subsidiaries
or Affiliates.


        10.04  Reliance by Agent.

                (a) The U.S. Agent shall be entitled to rely, and shall be fully
        protected in relying,  upon any writing,  resolution,  notice,  consent,
        certificate,  affidavit, letter, telegram,  facsimile,  electronic mail,
        telex,  statement or other document or conversation  reasonably 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 counsel to the Company),  independent accountants and
        other experts  selected by the U.S. Agent. The U.S. Agent shall be fully
        justified in failing or refusing to take any action under this Agreement
        or any other Loan Document  unless it shall first receive such advice or
        concurrence of the Required  Lenders (or all the Lenders if specifically
        required  hereunder) as it deems appropriate and, if it so requests,  it
        shall first be indemnified to its  satisfaction  by the Lenders  against
        any and all  liability and expense which may be incurred by it by reason
        of taking or continuing to take any such action. The U.S. Agent shall in
        all cases be fully protected in acting, or in refraining

                                                     - 176 -


<PAGE>



        from  acting,  under  this  Agreement  or any  other  Loan  Document  in
        accordance with a request or consent of the Required Lenders (or all the
        Lenders if  specifically  required  hereunder)  and such request and any
        action  taken or failure to act pursuant  thereto  shall be binding upon
        all of the Lenders.

                (b) For purposes of determining  compliance  with the conditions
        specified in Section 4.01,  each Lender that has executed this Agreement
        shall be deemed to have  consented  to,  approved  or  accepted or to be
        satisfied with, each document or other matter either sent on or prior to
        the Closing Date by the U.S. Agent to such Lender for consent, approval,
        acceptance or satisfaction, or required thereunder to be consented to or
        approved by or acceptable or satisfactory to the Lender.

        10.05  Notice of  Default.  The U.S.  Agent  shall not be deemed to have
knowledge or notice of the occurrence of any Default or Event of Default, except
with respect to defaults in the payment of principal, interest and fees required
to be paid to the U.S. Agent (or the European  Payment Agent) for the account of
the Lenders,  unless the U.S.  Agent shall have received  written  notice from a
Lender or the Company  referring to this  Agreement,  describing such Default or
Event of Default and stating that such notice is a "notice of default". The U.S.
Agent will notify the Company, the Lenders and the European Payment Agent of its
receipt of any such notice.  The U.S.  Agent shall take such action with respect
to such Default or Event of Default as may be requested by the Required  Lenders
in accordance with Article IX; provided, however, that unless and until the U.S.
Agent has  received  any such  request,  the U.S.  Agent  may (but  shall not be
obligated to) take such

                                                     - 177 -


<PAGE>



action,  or refrain  from taking such  action,  with  respect to such Default or
Event of Default  as it shall  deem  advisable  or in the best  interest  of the
Lenders.

        10.06  Credit  Decision.  Each  Lender  acknowledges  that  none  of the
Agent-Related Persons has made any representation or warranty to it, and that no
act by the U.S. Agent  hereafter  taken,  including any review of the affairs of
the  Company  and  its   Subsidiaries,   shall  be  deemed  to  constitute   any
representation  or warranty  by any  Agent-Related  Person to any  Lender.  Each
Lender  represents  to the U.S.  Agent that it has,  independently  and  without
reliance  upon  any  Agent-Related  Person  and  based  on  such  documents  and
information  as it  has  deemed  appropriate,  made  its  own  appraisal  of and
investigation into the business, prospects,  operations, property, financial and
other  condition  and  creditworthiness  of the  Company  and  its  Subsidiaries
(including  the  other  Borrowers),  and all  applicable  bank  regulatory  laws
relating to the transactions  contemplated  hereby, and made its own decision to
enter into this Agreement and to extend credit to the Borrowers hereunder.  Each
Lender also represents that it will, independently and without reliance upon any
Agent-Related  Person and based on such  documents and  information  as it shall
deem  appropriate  at the  time,  continue  to  make  its own  credit  analysis,
appraisals and decisions in taking or not taking action under this Agreement and
the other Loan Documents,  and to make such investigations as it deems necessary
to inform itself as to the business, prospects,  operations, property, financial
and other condition and  creditworthiness of the Borrowers.  Except for notices,
reports and other  documents  expressly  herein  required to be furnished to the
Lenders  by the  U.S.  Agent,  the  U.S.  Agent  shall  not  have  any  duty  or
responsibility  to  provide  any  Lender  with any  credit or other  information
concerning the business,  prospects,  operations,  property, financial and other
condition or

                                                     - 178 -


<PAGE>



creditworthiness  of the Company or any other  Borrower  which may come into the
possession of any of the Agent-Related Persons.

        10.07  Indemnification.  Whether  or not the  transactions  contemplated
hereby  are   consummated,   the  Lenders  shall   indemnify   upon  demand  the
Agent-Related  Persons  (to the  extent  not  reimbursed  by or on behalf of the
Borrowers  and without  limiting the  obligation of the Borrowers to do so), pro
rata, from and against any and all Indemnified Liabilities;  provided,  however,
that no Lender shall be liable for the payment to the  Agent-Related  Persons of
any portion of such Indemnified  Liabilities  resulting from such Person's gross
negligence or willful  misconduct.  Without  limitation of the  foregoing,  each
Lender shall  reimburse the U.S.  Agent upon demand for its ratable share of any
reasonable costs or out-of-pocket  expenses  (including Attorney Costs) incurred
by the U.S.  Agent in  connection  with the  preparation,  execution,  delivery,
administration,   modification,   amendment  or  enforcement   (whether  through
negotiations,  legal proceedings or otherwise) of, or legal advice in respect of
rights or responsibilities  under, this Agreement,  any other Loan Document,  or
any document  contemplated by or referred to herein, to the extent that the U.S.
Agent is not reimbursed for such expenses by or on behalf of the Borrowers.  The
undertaking  in this  Section  shall  survive  the  payment  of all  Obligations
hereunder and the resignation or replacement of the U.S. Agent.

        10.08 Agent in Individual  Capacity.  BofA and its  Affiliates  may make
loans to,  issue  letters of credit for the account of,  accept  deposits  from,
acquire equity interests in and generally engage in any kind of banking,  trust,
financial advisory, underwriting or other business with the Company

                                                     - 179 -


<PAGE>



and its  Subsidiaries  and  Affiliates  as though  BofA were not the U.S.  Agent
hereunder  and  without  notice  to or  consent  of  the  Lenders.  The  Lenders
acknowledge  that,  pursuant  to such  activities,  BofA or its  Affiliates  may
receive  information   regarding  the  Company  or  its  Affiliates   (including
information that may be subject to  confidentiality  obligations in favor of the
Company or such  Subsidiary) and acknowledge  that the U.S. Agent shall be under
no obligation to provide such  information  to them.  With respect to its Loans,
BofA shall have the same  rights and powers  under this  Agreement  as any other
Lender and may exercise the same as though it were not the U.S.  Agent,  and the
terms "Lender" and "Lenders" include BofA in its individual capacity.

        10.09  Successor Agent.
                (a) The U.S.  Agent may,  and at the  request of the Company (so
        long as no  Default  or  Event  of  Default  exists  at the time of such
        request) or the Required  Lenders  shall,  resign as U.S.  Agent upon 30
        days'  notice to the  Lenders.  If the U.S.  Agent  resigns  under  this
        Agreement,  the Company shall appoint from among the Lenders a successor
        agent for the Lenders  (unless an Event of Default  then exists in which
        case the Required  Lenders  shall appoint the  successor  agent).  If no
        successor  agent  is  appointed  prior  to  the  effective  date  of the
        resignation  of the  U.S.  Agent,  the U.S.  Agent  may  appoint,  after
        consulting  with the Lenders  and the  Company,  a successor  agent from
        among the Lenders.  Upon the acceptance of its  appointment as successor
        agent  hereunder,  such successor agent shall succeed to all the rights,
        powers and duties of the retiring U.S.  Agent and the term "U.S.  Agent"
        shall  mean  such  successor   agent  and  the  retiring  U.S.   Agent's
        appointment,  powers and duties as U.S. Agent shall be terminated. After
        any retiring U.S. Agent's resignation hereunder as U.S.

                                                     - 180 -


<PAGE>



        Agent,  the  provisions  of this Article X and Sections  11.04 and 11.05
        shall  inure to its  benefit  as to any  actions  taken or omitted to be
        taken  by it  while  it was  U.S.  Agent  under  this  Agreement.  If no
        successor agent has accepted appointment as U.S. Agent by the date which
        is 30 days following a retiring U.S. Agent's notice of resignation,  the
        retiring U.S. Agent's  resignation shall  nevertheless  thereupon become
        effective  and the Lenders  shall  perform all of the duties of the U.S.
        Agent  hereunder until such time, if any, as the Company or the Required
        Lenders appoint a successor agent as provided for above.

                (b) The European  Payment  Agent may resign upon 30 days' notice
        to the U.S. Agent, who will then notify the Company and the Lenders,  or
        the U.S.  Agent may replace the European  Payment  Agent,  whereupon the
        U.S.  Agent shall  appoint a successor  European  Payment  Agent (or may
        itself assume the duties of the European Payment Agent hereunder). After
        any  retiring  European  Payment  Agent's  resignation  hereunder,   the
        provisions of this Article X and Sections 11.04 and 11.05 shall inure to
        its benefit as to any  actions  taken or omitted to be taken by it while
        it was European Payment Agent under this Agreement.

        10.10  Tax Withholding.

                (a) If any Lender claims  exemption from withholding tax under a
        United  States tax  treaty by  providing  IRS Form 1001 and such  Lender
        sells, assigns, grants a participation in, or otherwise transfers all or
        part of the  Obligations  of the  Borrowers to such Lender,  such Lender
        agrees to notify the U.S. Agent of the percentage  amount in which it is
        no longer the

                                                     - 181 -


<PAGE>



        beneficial owner of Obligations of the Borrowers to such Lender.  To the
        extent  of such  percentage  amount,  the U.S.  Agent  will  treat  such
        Lender's IRS Form 1001 as no longer valid.

                (b)  If  any  Lender  claiming   exemption  from  United  States
        withholding  tax by  filing  IRS Form 4224  with the U.S.  Agent  sells,
        assigns,  grants a participation in, or otherwise  transfers all or part
        of the  Obligations of the Borrowers to such Lender,  such Lender agrees
        to undertake sole  responsibility for complying with the withholding tax
        requirements imposed by Sections 1441 and 1442 of the Code.

                (c) If the IRS or any other Governmental Authority of the United
        States or any other jurisdiction asserts a claim that the U.S. Agent (or
        any other  Agent-Related  Person)  did not  properly  withhold  tax from
        amounts  paid  to  or  for  the  account  of  any  Lender  (because  the
        appropriate  form  was not  delivered,  was not  properly  executed,  or
        because  such  Lender  failed  to  notify  the U.S.  Agent (or any other
        Agent-Related  Person) of a change in  circumstances  which rendered the
        exemption from  withholding  tax  ineffective,  or for any other reason)
        such Lender shall indemnify the U.S. Agent (or such other  Agent-Related
        Person) fully for all amounts paid, directly or indirectly,  by the U.S.
        Agent  (or  such  other  Agent-Related  Person)  as  tax  or  otherwise,
        including penalties and interest, and including any taxes imposed by any
        jurisdiction  on the  amounts  payable to the U.S.  Agent (or such other
        Agent-Related Person) under this subsection, together with all costs and
        expenses (including Attorney Costs). The obligation of the Lenders under
        this subsection shall survive the payment of all Obligations

                                                     - 182 -


<PAGE>



        and the resignation or replacement of the U.S. Agent (or such other
        Agent-Related Person).

        10.11 Co-Agents.  None of the Lenders  identified in this Agreement as a
"co-agent" shall have any right, power, obligation, liability, responsibility or
duty under this  Agreement  other than those  applicable to all Lenders as such.
Without  limiting  the  foregoing,  none  of  the  Lenders  so  identified  as a
"co-agent" shall have or be deemed to have any fiduciary  relationship  with any
Lender.  Each Lender  acknowledges that it has not relied, and will not rely, on
any of the Lenders so identified in deciding to enter into this  Agreement or in
taking or not taking action hereunder.

                                   ARTICLE XI
                                  MISCELLANEOUS

        11.01 Amendments and Waivers. No amendment or waiver of any provision of
this  Agreement or any other Loan  Document,  and no consent with respect to any
departure  by the Company or any other  Borrower  therefrom,  shall be effective
unless the same shall be in writing  and signed by the  Required  Lenders (or by
the U.S. Agent at the written  request of the Required  Lenders) and the Company
and  acknowledged by the U.S. Agent,  and then any such waiver and consent shall
be  effective  only in the specific  instance  and for the specific  purpose for
which  given;  provided,  however,  that no such waiver,  amendment,  or consent
shall,  unless in writing  and signed by all the  Lenders  and the  Company  and
acknowledged by the U.S. Agent, do any of the following:


                                                     - 183 -


<PAGE>



                (a)  increase  or  extend  the  Commitment  of any  Lenders  (or
        reinstate any  Commitment  terminated  pursuant to  subsection  9.02(a),
        unless such Lender has consented  thereto in writing pursuant to Section
        2.10 or otherwise;

                (b)  postpone or delay any date fixed by this  Agreement  or any
        other Loan  Document for any payment of  principal,  interest,  facility
        fees or  other  material  amounts  due to the  Lenders  (or any of them)
        hereunder or under any other Loan Document;

                (c) reduce the principal  of, or the rate of interest  specified
        herein on any Loan  (provided  that this  subsection  11.01(c) shall not
        apply to a reduction  of interest  payable  under  Section  2.12(c) upon
        waiver of an Event of Default by the  Required  Lenders or if such Event
        of Default is  otherwise  cured),  or (subject to clause (ii) below) any
        facility fees or other material  amounts payable  hereunder or under any
        other Loan Document;

                (d) change the percentage of the Commitments or of the aggregate
        unpaid  principal  amount of the Loans which is required for the Lenders
        or any of them to take any action hereunder; or

                (e) amend this Section, or Section 2.16, or reduce the Company's
        Obligations  under Article VIII, or any provision  herein  providing for
        consent or other action by all Lenders;


                                                     - 184 -


<PAGE>



and, provided further, that (i) no amendment, waiver or consent shall, unless in
writing and signed by the U.S. Agent in addition to the Required  Lenders or all
the Lenders,  as the case may be, affect the rights or duties of the U.S.  Agent
or the European  Payment Agent under this  Agreement or any other Loan Document,
and (ii) the Fee  Letter  may be  amended,  or rights or  privileges  thereunder
waived, in a writing executed by the parties thereto.

        11.02  Notices.

                (a) All notices,  requests and other  communications shall be in
        writing,  including, unless the context expressly otherwise provides, by
        facsimile   transmission,   provided  that  any  matter  transmitted  by
        facsimile  or by  electronic  mail shall be  immediately  confirmed by a
        telephone  call to the  recipient  at the number  specified  below or on
        Schedule 11.02, as appropriate or in the relevant  Borrowing  Subsidiary
        Agreement,  as the case may be, or, as  directed  to the  Company or the
        U.S.  Agent,  to such other address as shall be designated by such party
        in a written notice to the other  parties,  and as directed to any other
        party,  at such other  address as shall be designated by such party in a
        written notice to the Company and the U.S. Agent:

        The Company:              Alberto-Culver Company
                                  2525 Armitage Avenue
                                  Melrose Park, IL 60160
                                  Attention: President and Chief
                                  Executive Officer
                                  Fax:  (708) 450-3110
                                  Tel:  (708) 450-3400


                                                     - 185 -


<PAGE>



                                  with a copy of each notice to:

                                  Alberto-Culver Company
                                  2525 Armitage Avenue
                                  Melrose Park, IL 60160
                                  Attention: General Counsel
                                  Fax:  (708) 450-3110
                                  Tel:  (708) 450-3262


                                                     - 186 -


<PAGE>





        The U.S. Agent:  For notices of borrowing, payments and other admin-
                         istrative matters:

                         Bank of America National Trust and Savings Association
                         ABA No.:  121-000-358
                         Bancontrol No.:  12334-15710
                         Ref:  Alberto-Culver
                         Agency Administrative Services #5596
                         Attention:  Brian Graybil
                         1850 Gateway Blvd., 5th Floor
                         Concord, CA 94520

                         for all other notices (including with respect to
                         amendments and waivers):

                         Bank of America National Trust and Savings Association
                         Agency Management #10831
                         1445 Market Street
                         San Francisco, California 94103
                         Attention:  Gary Flieger
                         Fax:  (415) 436-3425
                         Tel:  (415)436-3484
                         E-Mail Address:  Gary.Flieger@BankAmerica.com

        The European Payment Agent:

                         Bank of America International Limited
                     26 Elmfield Road
                         Bromley, BR1 1WA
                         United Kingdom
                         Attention: Agency Services
                         Fax:  011-44-181-313-2149
                         Tel:  011-44-181-313-2131



                (b) All such notices,  requests and  communications  shall, when
        transmitted by overnight delivery, or faxed, be effective when delivered
        for overnight  (next-day)  delivery,  or  transmitted in legible form by
        facsimile machine,  respectively,  or if mailed,  upon the fifth Banking
        Day after the date deposited  into the U.S. mail, or if delivered,  upon
        delivery; except

                                                     - 187 -


<PAGE>



        that notices  pursuant to Article II or IX shall not be effective  until
        actually  received by the U.S. Agent and notices  pursuant to Article IX
        shall not be effective until actually received by the Company.

                (c) Any  agreement of the U.S.  Agent and the Lenders  herein to
        receive  certain  notices by  telephone  or  facsimile is solely for the
        convenience  and at the request of the Company.  The U.S.  Agent and the
        Lenders  shall  be  entitled  to rely  on the  authority  of any  Person
        purporting to be a Responsible  Officer to give such notice and,  absent
        gross negligence or willful  misconduct,  the U.S. Agent and the Lenders
        shall not have any  liability  to the Company or other Person on account
        of any  action  taken  or not  taken  by the U.S.  Agent  (or any  other
        Agent-Related Person) or the Lenders in reliance upon such telephonic or
        facsimile notice.  The obligation of the Company (or any other Borrower)
        to repay the Loans  shall not be affected in any way or to any extent by
        any  failure  by the U.S.  Agent  and the  Lenders  to  receive  written
        confirmation of any telephonic or facsimile notice or the receipt by the
        U.S. Agent and the Lenders of a  confirmation  which is at variance with
        the terms  understood by the U.S.  Agent and the Lenders to be contained
        in the telephonic or facsimile notice.

        11.03 No Waiver;  Cumulative  Remedies.  No failure to  exercise  and no
delay in  exercising,  on the part of the U.S.  Agent or any Lender,  any right,
remedy,  power or privilege  hereunder,  shall operate as a waiver thereof;  nor
shall any single or partial exercise of any right, remedy, power or

                                                     - 188 -


<PAGE>



privilege  hereunder  preclude  any other or  further  exercise  thereof  or the
exercise of any other right, remedy, power or privilege.

        11.04  Costs and Expenses.  The Company shall:

                (a) following  the Closing Date pay or reimburse the U.S.  Agent
        within ten  Banking  Days  after  demand  for all  reasonable  costs and
        expenses   incurred   by  the  U.S.   Agent  in   connection   with  the
        administration of, and any amendment, supplement, waiver or modification
        to (in each case, whether or not consummated but only to the extent such
        amendment,  supplement,  waiver or modification is at the request of the
        Company),  this  Agreement,  any Loan  Document and any other  documents
        prepared in  connection  herewith  or  therewith,  including  reasonable
        Attorney Costs incurred by the U.S. Agent with respect thereto; and

                (b) pay or reimburse  the U.S.  Agent,  any other  Agent-Related
        Person and each Lender  within ten  Business  Days after  demand for all
        reasonable  costs and expenses  (including  Attorney  Costs) incurred by
        them in  connection  with the  enforcement,  attempted  enforcement,  or
        preservation of any rights or remedies under this Agreement or any other
        Loan  Document  during  the  existence  of an Event of  Default or after
        acceleration of the Loans (including in connection with any "workout" or
        restructuring  regarding  the Loans,  and  including  in any  Insolvency
        Proceeding or appellate proceeding).


                                                     - 189 -


<PAGE>



        11.05 Indemnity. (a) Whether or not the transactions contemplated hereby
are consummated, the Company and the other Borrowers shall jointly and severally
indemnify and hold the Agent- Related  Persons,  and each Lender and each of its
respective officers,  directors,  employees,  counsel,  agents and attorneys-in-
fact  (each,  an  "Indemnified  Person")  harmless  from and against any and all
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, charges, expenses and disbursements (including reasonable Attorney Costs)
of any kind or nature  whatsoever  which may at any time  (including at any time
following repayment of the Loans and the termination, resignation or replacement
of the U.S.  Agent or the European  Payment Agent or  replacement of any Lender)
result  from an action,  suit,  proceeding  or claim  asserted  against any such
Indemnified  Person by any Person not  entitled  to  indemnification  under this
section  directly  relating to or directly  arising out of this Agreement or any
document contemplated by or referred to herein, or the transactions contemplated
hereby, or any action taken or omitted by any such Person under or in connection
with  any  of the  foregoing,  including  with  respect  to  any  investigation,
litigation  or  proceeding  (including  any  Insolvency  Proceeding or appellate
proceeding) directly related to or directly arising out of this Agreement or the
Loans or the use of the proceeds thereof,  whether or not any Indemnified Person
is  a  party  thereto  (all  the  foregoing,   collectively,   the  "Indemnified
Liabilities");  provided,  however, that the Company or any other Borrower shall
not be liable to any  Indemnified  Person for any  portion  of such  Indemnified
Liabilities resulting from such Indemnified Person's gross negligence or willful
misconduct.  In the event this indemnity is  unenforceable as a matter of law as
to  a  particular  matter  or  consequence  referred  to  herein,  it  shall  be
enforceable to the full extent  permitted by law. The agreements in this Section
shall survive payment of all other Obligations.

                                                     - 190 -


<PAGE>



                (b) An  Indemnified  Person  shall  give  prompt  notice  to the
Company of any claim asserted in writing,  or the  commencement of any action or
proceeding, in respect of which indemnity may be sought hereunder, provided that
the  omission  so to notify the Company  will not  relieve the Company  from any
liability  which it may have to the  Indemnified  Person under Section  11.05(a)
unless and to the extent that the Company shall have been materially  damaged by
the delay in notification or the failure to be notified.

                (c) The  Indemnified  Person  shall  assist  the  Company in the
defense of any such action or proceeding by arranging  discussions with (and the
calling as witnesses of) relevant officers,  directors,  employees and agents of
the  Indemnified  Person and providing  reasonable  access to relevant books and
records.  The  Company  shall have the right to, and shall at the request of the
Indemnified  Person,  participate in, and assume the defense of, any such action
or  proceeding  at its own expense  using  counsel  mutually  acceptable  to the
Company and the Indemnified  Person.  In any such action or proceeding which the
Company has  participated in or assumed the defense of, the  Indemnified  Person
shall have the right to retain  separate  counsel,  but the fees and expenses of
such counsel  shall be at its own expense  unless the named  parties to any such
suit,  action or proceeding  (including any impleaded  parties) include both the
Company and the  Indemnified  Person and  representation  of both parties by the
same  counsel  would be  inappropriate  due to  actual  or  potential  differing
interests between them.


                                                     - 191 -


<PAGE>



                (d) The Company  shall not be liable under Section 11.05 for any
settlement  effected without its consent of any claim,  litigation or proceeding
in respect of which indemnity may be sought hereunder.

        11.06 Payments Set Aside. To the extent that the Company makes a payment
to the U.S. Agent, the European Payment Agent or the Lenders,  or the U.S. Agent
or the Lenders exercise their right of set-off, and such payment or the proceeds
of such set-off or any part thereof are subsequently invalidated, declared to be
fraudulent or  preferential,  set aside or required  (including  pursuant to any
settlement  entered into by the U.S. Agent or such Lender in its  discretion) to
be repaid to a trustee,  receiver or any other  party,  in  connection  with any
Insolvency Proceeding or otherwise,  then (a) to the extent of such recovery the
obligation or part thereof originally  intended to be satisfied shall be revived
and  continued  in full force and effect as if such payment had not been made or
such set-off had not occurred,  and (b) each Lender  severally  agrees to pay to
the U.S. Agent upon demand its pro rata share or other  applicable  share of any
amount so recovered from or repaid by the Agent (or the European Payment Agent).

        11.07 Successors and Assigns.  The provisions of this Agreement shall be
binding upon and inure to the benefit of the parties hereto and their respective
successors  and assigns,  except that the Company or any other  Borrower may not
assign or transfer any of its rights or obligations under this Agreement without
the prior written  consent of the U.S. Agent and each Lender and no Lender shall
assign any of its rights or  obligations  hereunder  except in  accordance  with
Section 11.08.


                                                     - 192 -


<PAGE>



        11.08  Assignments, Participations, etc.

                (a) Any  Lender  may,  with the  prior  written  consent  of the
        Company at all times  (other  than during the  existence  of an Event of
        Default) and the U.S.  Agent,  which consent of the U.S. Agent shall not
        be unreasonably withheld, at any time assign and delegate to one or more
        Eligible  Assignees  (provided that no written consent of the Company or
        the U.S.  Agent shall be required in connection  with any assignment and
        delegation  by a Lender to an Eligible  Assignee that is an Affiliate of
        such Lender)  (each an  "Assignee")  all, or any ratable part of all, of
        the Loans,  the Commitment and the other rights and  obligations of such
        Lender hereunder,  in a minimum amount of U.S.$5,000,000  (or the Dollar
        Equivalent thereof) for each such assignment;  provided,  however,  that
        the Company and the U.S.  Agent may continue to deal solely and directly
        with such  Lender in  connection  with the  interest  so  assigned to an
        Assignee  until (i) written  notice of such  assignment,  together  with
        payment instructions,  addresses and related information with respect to
        the Assignee, shall have been given to the Company and the U.S. Agent by
        such Lender and the  Assignee;  (ii) such Lender and its Assignee  shall
        have  delivered  to the Company  and the U.S.  Agent an  Assignment  and
        Acceptance in the form of Exhibit N ("Assignment  and  Acceptance")  and
        (iii) the  assignor  Lender  or  Assignee  has paid to the U.S.  Agent a
        processing fee in the amount of U.S.  $2,500,  provided that in the case
        of a transfer  under  Section  3.09,  the  assignor  Lender shall not be
        obligated to pay such processing fee.


                                                     - 193 -


<PAGE>



                (b) From and  after the date that the U.S.  Agent  notifies  the
        Company  and the  assignor  Lender  that  it has  received  an  executed
        Assignment and Acceptance  which has been consented to by the U.S. Agent
        and by the Company (if  required),  and payment of the  above-referenced
        processing fee, (i) the Assignee thereunder shall be a party hereto and,
        to the extent that rights and  obligations  hereunder have been assigned
        to it pursuant to such Assignment and Acceptance,  shall have the rights
        and  obligations  of a Lender  under  the Loan  Documents,  and (ii) the
        assignor  Lender  shall,  to the  extent  that  rights  and  obligations
        hereunder  and under the other Loan  Documents  have been assigned by it
        pursuant to such Assignment and Acceptance, relinquish its rights and be
        released from its obligations under the Loan Documents.

                (c) Within five  Banking Days after its receipt of notice by the
        U.S.  Agent that it has received an executed  Assignment  and Acceptance
        and payment of the processing fee, (and provided that the U.S. Agent and
        the Company  consents to such  assignment in accordance  with subsection
        11.08(a)), each Bid Borrower shall execute and deliver to the U.S. Agent
        a Bid Loan Note for the Assignee  (if the Assignee was not  previously a
        Lender  under  this  Agreement)  and,  if  the  assignor  Lender  is not
        retaining  any interest in this  Agreement  such  assignor  Lender shall
        promptly  cancel  and  return  its Bid Loan  Note to the U.S.  Agent for
        return to the  Company.  Immediately  upon each  Assignee's  making  its
        processing  fee  payment  under  the  Assignment  and  Acceptance,  this
        Agreement  shall be deemed to be amended to the extent,  but only to the
        extent, necessary to reflect the addition of the Assignee and the

                                                     - 194 -


<PAGE>



        resulting   adjustment  of  the  Commitments   arising  therefrom.   The
        Commitment  allocated to each Assignee shall reduce such  Commitments of
        the assigning Lender pro tanto.

                (d) Any  Lender  may,  with the  prior  written  consent  of the
        Company at all times  (other  than during the  existence  of an Event of
        Default),  sell  to one or more  Eligible  Assignees  (a  "Participant")
        participating  interests in any Loans, the Commitment of that Lender and
        the other interests of that Lender (the "originating  Lender") hereunder
        and under the other  Loan  Documents;  provided,  however,  that (i) the
        originating  Lender's  obligations  under this  Agreement  shall  remain
        unchanged,  (ii) the originating  Lender shall remain solely responsible
        for the performance of such obligations,  (iii) the Company and the U.S.
        Agent shall  continue to deal solely and directly  with the  originating
        Lender  in  connection   with  the   originating   Lender's  rights  and
        obligations  under this Agreement and the other Loan Documents,  (iv) no
        Lender shall  transfer or grant any  participating  interest under which
        the  Participant  has rights to approve any amendment to, or any consent
        or waiver with respect to, this  Agreement  or any other Loan  Document,
        except to the extent such  amendment,  consent or waiver  would  require
        unanimous  consent of the Lenders as described  in the first  proviso to
        Section  11.01  and  (v)  with  respect  to the  sale  of  participating
        interests in any Bid Loan to any Participant,  (x) the Company's consent
        shall not be  required  and (y) the term  "Eligible  Assignee"  shall be
        deemed to include any financial  institution  or other Person  organized
        under  the laws of the  United  States  having a  combined  capital  and
        surplus  of  at  least   U.S.$50,000,000.   In  the  case  of  any  such
        participation,  the  Participant  shall not have any  rights  under this
        Agreement, or any of the other Loan Documents, and all amounts

                                                     - 195 -


<PAGE>



        payable  by the  Company  (or any  other  Borrower)  hereunder  shall be
        determined as if such Lenders had not sold such participation.

                (e) Each Lender agrees to take normal and reasonable precautions
        and exercise due care to maintain the confidentiality of all information
        identified as  "confidential" or "secret" by the Company and provided to
        it by the  Company  or any  Subsidiary,  or by the  U.S.  Agent  on such
        Company's or Subsidiary's behalf, under this Agreement or any other Loan
        Document,  and neither it nor any of its  Affiliates  shall  disseminate
        such  information  except on a "need to know" basis to employees of such
        Lender  or  Affiliate,   as  the  case  may  be,  and  their  respective
        representatives  or use any such  information  other than in  connection
        with or in enforcement  of this Agreement and the other Loan  Documents;
        except to the  extent  such  information  (i) was or  becomes  generally
        available  to the  public  other than as a result of  disclosure  by the
        Lender,  or (ii) was or becomes  available on a  non-confidential  basis
        from a source other than the Company,  provided  that such source is not
        bound by a  confidentiality  agreement  with the Company known (or which
        would have been known upon  reasonable  inquiry with such source) to the
        Lender; provided, however, that any Lender may disclose such information
        (A) at the request or pursuant to any  requirement  of any  Governmental
        Authority  to which  the  Lender is  subject  or in  connection  with an
        examination  of such  Lender  by any such  authority;  (B)  pursuant  to
        subpoena  or other  court  process  (provided  that  such  Lender  shall
        promptly  notify the Company of any such subpoena or process,  unless it
        is legally  prohibited  from doing so, and cooperate with the Company at
        the  Company's  expense in  obtaining a suitable  order  protecting  the
        confidentiality of such information); (C) when

                                                     - 196 -


<PAGE>



        required to do so in accordance  with the  provisions of any  applicable
        Requirement of Law; (D) to the extent reasonably  required in connection
        with any litigation or proceeding to which the U.S. Agent, any Lender or
        their respective  Affiliates may be party provided that such Lender will
        promptly  notify the Company of any such  disclosure  and use reasonable
        efforts at the Company's  expense to obtain a suitable order  protecting
        the  confidentiality  of such information;  (E) to the extent reasonably
        required in  connection  with the  exercise of any remedy  hereunder  or
        under any other Loan Document; (F) to such Lender's independent auditors
        and  other  professional  advisors;  and  (G) to any  Affiliate  of such
        Lender,  or to any Participant or Assignee,  actual or (with the written
        consent  of  the  Company)  potential,  provided  that  such  Affiliate,
        Participant  or  Assignee  agrees in  writing  to keep such  information
        confidential to the same extent required of the Lenders hereunder.

                (f) Notwithstanding  any other provision in this Agreement,  any
        Lender may at any time create a security interest in, or pledge,  all or
        any portion of its rights under and interest in this  Agreement  and any
        Note held by it in favor of any Federal  Reserve Bank in accordance with
        Regulation A of the FRB or U.S. Treasury Regulation 31 CFR 203.14,
        and such  Federal  Reserve  Bank may  enforce  such  pledge or  security
        interest in any manner  permitted under  applicable law. If requested by
        any such Lender for purposes of this  subsection  11.08(f),  the Company
        (or any other  Borrower)  shall  execute  and  deliver to such  Lender a
        promissory  note  evidencing  such  Lender's   Committed  Loans,   which
        promissory note shall be in a form  reasonably  satisfactory to the U.S.
        Agent and the Company.


                                                     - 197 -


<PAGE>



        11.09  Set-off.  In addition  to any rights and  remedies of the Lenders
provided by law, if an Event of Default exists, each Lender is authorized at any
time and from time to time,  without  prior  notice to the  Company or any other
Borrower, any such notice being waived by the Company or any such other Borrower
to the  fullest  extent  permitted  by law,  to set off  and  apply  any and all
deposits (general or special, time or demand,  provisional or final) at any time
held by, and other  indebtedness at any time owing by, such Lender to or for the
credit or the account of the Company or any such other Borrower  against any and
all Obligations owing to such Lender from time to time,  irrespective of whether
or not the U.S. Agent or such Lender shall have made demand under this Agreement
or any Loan Document and although such  Obligations  may be  contingent.  In the
event of any  inconsistency  between  this section and any  agreement  governing
deposits  maintained by the Company or any such other  Borrower with any Lender,
this Section shall control with respect to set-offs  affecting  this  Agreement.
Each Lender agrees promptly to notify the Company or any such other Borrower and
the U.S. Agent after any such set-off and application made by such Lender.

        11.10 Notification of Addresses, Lending Offices, Etc. Each party hereto
shall  notify the U.S.  Agent in writing of any  changes in the address to which
notices to such party should be directed, of addresses of any Lending Office, in
the case of any Lender.

        11.11  Counterparts.  This  Agreement  may be  executed in any number of
separate  counterparts,  each of  which,  when so  executed,  shall be deemed an
original,  and all of said  counterparts  taken  together  shall  be  deemed  to
constitute but one and the same instrument.


                                                     - 198 -


<PAGE>



        11.12 Severability.  The illegality or unenforceability of any provision
of this Agreement or any instrument or agreement required hereunder shall not in
any way  affect  or impair  the  legality  or  enforceability  of the  remaining
provisions of this Agreement or any instrument or agreement required hereunder.

        11.13 No Third  Parties  Benefited.  This  Agreement is made and entered
into for the sole  protection  and  legal  benefit  of the  Company,  the  other
Borrowers,  the Lenders, the U.S. Agent and the Agent-Related Persons, and their
permitted  successors  and  assigns,  and no other  Person  shall be a direct or
indirect legal beneficiary of, or have any direct or indirect cause of action or
claim in connection with, this Agreement or any of the other Loan Documents.

        11.14  Governing Law and Jurisdiction.
                (a)      THIS AGREEMENT (AND THE NOTES) SHALL BE GOVERNED BY,
        AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF
        ILLINOIS; PROVIDED THAT THE U.S. AGENT AND THE LENDERS SHALL RETAIN
        ALL RIGHTS ARISING UNDER FEDERAL LAW.

                (b)  ANY  LEGAL  ACTION  OR  PROCEEDING  WITH  RESPECT  TO  THIS
        AGREEMENT OR ANY OTHER LOAN DOCUMENT MAY BE BROUGHT IN THE COURTS OF THE
        STATE OF ILLINOIS OR OF THE UNITED  STATES FOR THE NORTHERN  DISTRICT OF
        ILLINOIS AND BY EXECUTION  AND DELIVERY OF THIS  AGREEMENT,  EACH OF THE
        COMPANY, EACH OTHER BORROWER, THE

                                                     - 199 -


<PAGE>



        U.S.  AGENT AND THE LENDERS  CONSENTS,  FOR ITSELF AND IN RESPECT OF ITS
        PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF THOSE COURTS. EACH OF THE
        COMPANY, EACH OTHER BORROWER, THE U.S. AGENT AND THE LENDERS IRREVOCABLY
        WAIVES ANY OBJECTION,  INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR
        BASED  ON THE  GROUNDS  OF  FORUM  NON  CONVENIENS,  WHICH IT MAY NOW OR
        HEREAFTER  HAVE TO THE  BRINGING  OF ANY  ACTION OR  PROCEEDING  IN SUCH
        JURISDICTION  IN  RESPECT  OF THIS  AGREEMENT  OR ANY  DOCUMENT  RELATED
        HERETO.

        11.15  Waiver of Jury  Trial.  THE  COMPANY,  EACH OTHER  BORROWER,  THE
LENDERS AND THE U.S. AGENT EACH WAIVE THEIR RESPECTIVE RIGHTS TO A TRIAL BY JURY
OF ANY CLAIM OR CAUSE OF ACTION  BASED UPON OR ARISING OUT OF OR RELATED TO THIS
AGREEMENT, THE OTHER LOAN DOCUMENTS, OR THE TRANSACTIONS  CONTEMPLATED HEREBY OR
THEREBY,  IN ANY ACTION,  PROCEEDING OR OTHER  LITIGATION OF ANY TYPE BROUGHT BY
ANY OF THE  PARTIES  AGAINST  ANY  OTHER  PARTY  OR  ANY  AGENT-RELATED  PERSON,
PARTICIPANT OR ASSIGNEE,  WHETHER WITH RESPECT TO CONTRACT CLAIMS,  TORT CLAIMS,
OR OTHERWISE.  THE COMPANY, EACH OTHER BORROWER,  THE LENDERS AND THE U.S. AGENT
EACH  AGREE  THAT ANY SUCH  CLAIM OR CAUSE OF  ACTION  SHALL BE TRIED BY A COURT
TRIAL WITHOUT A JURY. WITHOUT LIMITING THE FOREGOING,  THE PARTIES FURTHER AGREE
THAT THEIR RESPECTIVE RIGHT TO A TRIAL BY JURY IS WAIVED BY OPERATION OF THIS

                                                     - 200 -


<PAGE>



SECTION AS TO ANY ACTION, COUNTERCLAIM OR OTHER PROCEEDING WHICH SEEKS, IN WHOLE
OR IN PART, TO CHALLENGE THE VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT OR THE
OTHER LOAN DOCUMENTS OR ANY PROVISION HEREOF OR THEREOF. THIS WAIVER SHALL APPLY
TO ANY SUBSEQUENT  AMENDMENTS,  RENEWALS,  SUPPLEMENTS OR  MODIFICATIONS TO THIS
AGREEMENT AND THE OTHER LOAN DOCUMENTS.

        11.16 Currency Indemnity. The obligations of each Borrower in respect of
any sum due to any party hereto or any holder of the obligations owing hereunder
(the "Applicable Creditor") shall,  notwithstanding any judgment in a currency (
the "Judgment  Currency") other than the currency in which such sum is stated to
be due hereunder (the  "Agreement  Currency"),  be discharged only to the extent
that, on the Business Day following  receipt by the  Applicable  Creditor of any
sum adjudged to be so due in the Judgment Currency,  the Applicable Creditor may
in  accordance  with normal  banking  procedures  in the  relevant  jurisdiction
purchase the Agreement Currency with the Judgment Currency; if the amount of the
Agreement  Currency  so  purchased  is less than the sum  originally  due to the
Applicable  Creditor in the  Agreement  Currency,  such  Borrower  agrees,  as a
separate  obligation and  notwithstanding  any such  judgment,  to indemnify the
Applicable  Creditor  against  such  loss.  The  obligations  of  the  Borrowers
contained in this Section 11.16 shall survive the  termination of this Agreement
and the payment of all other amounts owing hereunder.

        11.17 Entire  Agreement.  This  Agreement,  together with the other Loan
Documents,  embodies the entire agreement and  understanding  among the Company,
the Lenders and the U.S.

                                                     - 201 -


<PAGE>



Agent, and supersedes all prior or contemporaneous agreements and understandings
of such Persons,  verbal or written,  relating to the subject  matter hereof and
thereof.

        IN WITNESS WHEREOF,  the parties hereto have caused this Agreement to be
duly executed and delivered by their proper and duly  authorized  officers as of
the day and year first above written.

                                               ALBERTO-CULVER COMPANY


                                               By William J. Cernugel

                                               Title Senior Vice President-
                                               Finance



                                               ALBERTO-CULVER USA, INC., as
                                               a Borrowing Subsidiary and
                                               a Bid Borrower

                                               By Andrew C. Langert

                                               Title Group Vice President




                                                     - 202 -


<PAGE>




                                                SALLY BEAUTY COMPANY, INC., as
                                                a Borrowing Subsidiary and
                                                a Bid Borrower

                                                By Gary Robinson

                                                Title Senior Vice President,
                                                Chief Financial Officer
                                                and Assistant Treasurer

                                                BANK OF AMERICA NATIONAL TRUST
                                                AND SAVINGS ASSOCIATION,
                                                as U.S. Agent


                                                By Christine Cordi

                                                Title  Vice President



                                                BANK OF AMERICA NATIONAL TRUST
                                                AND SAVINGS ASSOCIATION,
                                                as a Lender


                                                By James E. Florczak

                                                Title  Managing Director


                                                THE FIRST NATIONAL BANK
                                                OF CHICAGO


                                                By Jason D. White

                                                Title Corporate Banking Officer


                                                NATIONSBANK, N.A.


                                                By Valerie C. Mills

                                                     - 203 -


<PAGE>



                                                Title Senior Vice President



                                                     - 204 -


<PAGE>




                                                 MELLON BANK, N.A.


                                                 By James M. Wilber

                                                 Title  Vice President


                                                 MORGAN GUARANTY TRUST COMPANY
                                                 OF NEW YORK


                                                 By  John M. Mikolay

                                                 Title Vice President


                                                     - 205 -


<PAGE>




                                       SCHEDULE 2.01

                                       COMMITMENTS
                                    AND PRO RATA SHARES

                                                                      Pro Rata

                Lender             Commitment           Share
Bank of America National        U.S.$ 60,000,000        30.0%
Trust and Savings
Association
The First National              U.S.$ 50,000,000        25.0%
 Bank of Chicago
NationsBank, N.A.               U.S.$ 50,000,000        25.0%
Mellon Bank, N.A.               U.S.$ 20,000,000        10.0%
Morgan Guaranty Trust           U.S.$ 20,000,000        10.0%
 Company of New York
TOTAL                           U.S.$200,000,000        100.0%








                                                     - 206 -


<PAGE>



                                  SCHEDULE 5.05

                                   LITIGATION


                                      None


                                                     - 207 -


<PAGE>



                                  SCHEDULE 5.07

                                  ERISA MATTERS


                                      None


                                                     - 208 -


<PAGE>




                                  SCHEDULE 5.12

                              ENVIRONMENTAL MATTERS


                                      None




                                                     - 209 -


<PAGE>




                                  SCHEDULE 5.15

                          LIST OF MATERIAL SUBSIDIARIES
                         AND MATERIAL EQUITY INVESTMENTS




Part (a) - Material Subsidiaries:

         Sally Beauty Company, Inc.
         Alberto-Culver USA, Inc.
         Alberto-Culver International, Inc.



Part (b) - Material Equity Investments:

         None






                                                     - 210 -


<PAGE>



                                  SCHEDULE 7.01

                                 EXISTING LIENS

                                      None



                                                     - 211 -


<PAGE>



                                 SCHEDULE 11.02

                              ADDRESSES FOR NOTICES



Alberto-Culver USA, Inc.
2525 Armitage Avenue
Melrose Park, IL 60160
Attention:  President
Fax:  (708) 450-3394
Tel:  (708) 450-3051

  with a copy of each notice to:

  Alberto-Culver Company
  2525 Armitage Avenue
  Melrose Park, IL 60160
  Attention:  General Counsel
  Fax:  (708) 450-3110
  Tel:  (708) 450-3262

Sally Beauty Company, Inc.
3900 Morse Street
Denton, TX 76208
Attention:  President
Fax:  (940) 387-6102
Tel:  (940) 898-7564

  with a copy of each notice to:

  Alberto-Culver Company
  2525 Armitage Avenue
  Melrose Park, IL 60160
  Attention:  General Counsel
  Fax:  (708) 450-3110
  Tel:  (708) 450-3262


BANK OF AMERICA NATIONAL TRUST AND
  SAVINGS ASSOCIATION,
       as a Lender

Domestic and Eurocurrency Lending Office:


                                                     - 212 -


<PAGE>



Bank of America National Trust
 and Savings Association
231 South LaSalle Street
Chicago, IL 60697
Attention:  Pam Quebbman
Fax:  (312) 974-9626
Tel:  (312) 828-3586


Notices   (other  than   Notices  of   Committed   Borrowings   and  Notices  of
Conversion/Continuation):

Bank of America National Trust
 and Savings Association
231 South LaSalle Street
Chicago, IL 60697
Attention:  Sarah Glasper
Fax:  (312) 765-2080
Tel:  (312) 828-7209


THE FIRST NATIONAL BANK OF CHICAGO

Domestic and Eurocurrency Lending Office:

The First National Bank of Chicago
1 First National Plaza, Suite 0088
Chicago, IL  60670
Attention:  Jessie Teng
Fax: (312) 732-2715
Tel: (312) 336-4665


Notices   (other  than   Notices  of   Committed   Borrowings   and  Notices  of
Conversion/Continuation):

The First National Bank of Chicago
1 First National Plaza, Suite 0088
Chicago, IL  60670
Attention:  Karen F. Kizer
Fax: (312) 732-1230
Tel: (312) 732-2330




                                                     - 213 -


<PAGE>



NATIONSBANK, N.A.

Domestic and Eurocurrency Lending Office:

NationsBank, N.A.
101 North Tryon Street 15F
Charlotte, N.C.  28255-0001
Attention:  Tia Bailey
Fax:  (704) 386-8694
Tel: (704) 386-5181


Notices   (other  than   Notices  of   Committed   Borrowings   and  Notices  of
Conversion/Continuation):

NationsBank, N.A.
233 South Wacker, Suite 2800
Chicago, IL  60606-6308
Attention:  Valerie Mills
Fax: (312) 234-5619
Tel: (312) 234-5649

MELLON BANK, N.A.

Domestic and Eurocurrency Lending Office:

Mellon Bank, N.A.
Three Mellon Bank Center
Pittsburgh, PA  15259
Attention:  Dorrie Gardell/Loan Administration
Fax: (412) 236-2027/2028
Tel: (412) 234-7365


Notices   (other  than   Notices  of   Committed   Borrowings   and  Notices  of
Conversion/Continuation):

Mellon Bank, N.A.
55 W. Monroe, Suite 2600
Chicago, IL  60603
Attention:  James M. Wilber
Fax: (312) 357-3414
Tel: (312) 357-3404




                                                     - 214 -


<PAGE>



MORGAN GUARANTY TRUST COMPANY OF NEW YORK

Domestic Lending Office:

Morgan Guaranty Trust Company of New York
60 Wall Street
New York, NY  10260-0060
Attention:  William R. Lamb
Fax: (302) 634-1092
Tel: (302) 634-1840


Eurocurrency Lending Office:

Morgan Guaranty Trust Company of New York
Nassau Bahamas Office
c/o J.P. Morgan Services Inc.
Euro-Loan Servicing Unit
500 Stanton Christiana Road
Newark, DE 19713
Attention:  William R. Lamb
Fax: (302) 634-1092
Tel: (302) 634-1840

Notices   (other  than   Notices  of   Committed   Borrowings   and  Notices  of
Conversion/Continuation):

Morgan Guaranty Trust Company of New York
60 Wall Street, 22nd Floor
New York, New York  10260-0060
Attention:  Patricia Merritt
Fax: (212) 648-5249
Tel: (212) 648-6744


                                                     - 215 -


<PAGE>




                                    EXHIBIT A

                     FORM OF BORROWING SUBSIDIARY AGREEMENT

BORROWING  SUBSIDIARY  AGREEMENT,  dated as of ______________ (this "Agreement")
among [NAME OF  BORROWING  SUBSIDIARY],  a  __________________  (the  "Borrowing
Subsidiary"),  Alberto-Culver  Company  (the  "Company"),  and  Bank of  America
National Trust and Savings Association, a national banking association, as agent
(in such capacity, the "U.S. Agent") for the several lenders and other financial
institutions  (the  "Lenders")  from time to time  parties to the  Multicurrency
Credit  Agreement,  dated as of September 11, 1997 (as amended,  supplemented or
otherwise  modified  from  time to time,  the  "Credit  Agreement"),  among  the
Company,  the Borrowing  Subsidiaries (as defined in the Credit  Agreement) from
time to time parties thereto, the Lenders and the U.S. Agent.

          The parties hereto hereby agree as follows:

          1.  Capitalized  terms used herein but not  otherwise  defined  herein
shall have the meanings assigned to such terms in the Credit Agreement.

          2.  Pursuant  to Section  4.03 of the Credit  Agreement,  the  Company
hereby  delivers this Borrowing  Subsidiary  Agreement and  designates  [name of
Borrowing Subsidiary] as a Borrowing Subsidiary under the Credit Agreement.

          3. Each of the  Company  and the  Borrowing  Subsidiary,  jointly  and
severally,  represents  and warrants  that the  representations  and  warranties
contained  in the Credit  Agreement  are true and  correct on and as of the date
hereof to the extent such representations and warranties relate to the Borrowing
Subsidiary and this Agreement.

          4. The Company  agrees that the guarantee of the Company  contained in
Article  VIII of the  Credit  Agreement  will  apply to the  Obligations  of the
Borrowing Subsidiary.

          5. Upon  execution of this  Agreement by the  Company,  the  Borrowing
Subsidiary and the U.S. Agent, the Borrowing  Subsidiary shall be a party to the
Credit Agreement and shall be a Borrowing  Subsidiary for all purposes  thereof,
and the Borrowing  Subsidiary hereby agrees to be bound by all provisions of the
Credit  Agreement,  including,  without  limitation,  Sections  4.01(g) and 4.03
thereof.

          6. The Borrowing  Subsidiary hereby  acknowledges that it has received
and  reviewed  a  complete  copy (in  execution  form) of the  Credit  Agreement
(including,   without   limitation,   all  amendments,   supplements  and  other
modifications thereto).



                                                     - 216 -


<PAGE>



          7. The address to which  communications  to the  Borrowing  Subsidiary
under the Credit Agreement should be directed is:








          Telephone:

          Fax No.:


          8. THIS AGREEMENT  SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF ILLINOIS.

          9. This  Agreement  may be  executed  in any  number  of  counterparts
(including by facsimile  transmission),  each of which shall be an  original,and
all of which, when taken together, shall constitute one agreement.

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


          [BORROWING SUBSIDIARY]


          By:______________________________
             Title:


          ALBERTO-CULVER COMPANY



          By:______________________________
             Title:



          BANK OF AMERICA NATIONAL TRUST
            AND SAVINGS ASSOCIATION, as U.S. Agent

                                                     - 217 -


<PAGE>





          By:______________________________
             Title:


                                                     - 218 -


<PAGE>







                                                     - 219 -


<PAGE>





                                    EXHIBIT B
                    FORM OF BORROWING SUBSIDIARY TERMINATION




          ----------------, -----



Bank of America National Trust
  and Savings Association, as U.S. Agent
  for the Lenders referred to below

[Address]


                                      RE:  BORROWING SUBSIDIARY TERMINATION


Ladies and Gentlemen:

Reference is madeto the Multicurrency Credit Agreement dated as of September 11,
1997 (as amended,  supplemented  or otherwise  modified  from time to time,  the
"Credit  Agreement"),  among Alberto-Culver  Company,  each Borrowing Subsidiary
from time to time  parties  thereto,  the several  lenders  and other  financial
institutions  from time to time  parties  thereto  (the  "Lenders")  and Bank of
America
                                                     - 220 -


<PAGE>



National Trust and Savings  Association,  as U.S. Agent.  Capitalized terms used
and not otherwise  defined herein shall have the meanings assigned to such terms
in the Credit Agreement.

The Company hereby terminates the status and rights of  __________________  (the
"Terminated  Borrowing  Subsidiary") as a Borrowing  Subsidiary under the Credit
Agreement.  [The  undersigned  represents and warrants that no Loans made to the
Terminated  Borrowing  Subsidiary are outstanding as of the date hereof and that
all  amounts  payable  by the  Terminated  Borrowing  Subsidiary  in  respect of
interest  and/or  fees  (and,  to the extent  notified  by the U.S.  Agent,  the
European Payment Agent or any Lender, any other amounts payable under the Credit
Agreement)  pursuant to the Credit  Agreement have been paid in full on or prior
to the date hereof.] [The undersigned acknowledges that the Terminated Borrowing
Subsidiary  shall continue to be a Borrowing  Subsidiary  until such time as all
Loans made to the Terminated Borrowing Subsidiary and all amounts payable by the
Terminated  Borrowing Subsidiary in respect of interest and/or fees (and, to the
extent notified by the U.S. Agent, the European Payment Agent or any Lender, all
other  amounts  payable  under the  Credit  Agreement)  pursuant  to the  Credit
Agreement shall have been paid in full,  provided that the Terminated  Borrowing
Subsidiary  shall not have the right to make further  Borrowings  as a Borrowing
Subsidiary under the Credit Agreement.]

THIS BORROWING  SUBSIDIARY  TERMINATION  SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE
                                                     - 221 -


<PAGE>



OF ILLINOIS. This Borrowing Subsidiary Termination may be executed in any number
of  counterparts,  each of which shall be an  original,  and all of which,  when
taken together,  shall  constitute one agreement;  provided,  however,  that the
effectiveness of this Borrowing Subsidiary  Termination shall not be affected if
the Terminated Borrowing Subsidiary fails to execute this document.  Delivery of
an executed signature page of this Borrowing Subsidiary Termination by facsimile
transmission  shall be effective as delivery of a manually executed  counterpart
hereof.


                                    Very truly yours,
                                    ALBERTO-CULVER COMPANY

                                    By:__________________

                                    Title:


Acknowledged and Agreed:

[Borrowing Subsidiary]

By:______________________________

                                                     - 222 -


<PAGE>



   Title:


                                                     - 223 -


<PAGE>



                                    EXHIBIT C

                         FORM OF COMPLIANCE CERTIFICATE






To Bank of America National Trust and Savings  Association  (individually and as
U.S. Agent) and the other Lenders parties to the Multicurrency  Credit Agreement
dated  as  of  September  11,  1997  (as  amended  or  otherwise  modified,  the
"Agreement")  with  Alberto-Culver  Company and the Borrowing  Subsidiaries from
time to time parties thereto





                                                     - 224 -


<PAGE>



          This  certificate  is furnished to you pursuant to Section  6.02(a) of
the  Agreement  concurrently  with  the  delivery  of the  financial  statements
required  pursuant  to  Section  6.01 (a) and (b) of the  Agreement.  Terms  not
otherwise defined herein are used herein as defined in the Agreement.

          The Company hereby certifies to you that:

          (A) no Default or Event of Default  has  occurred  and is  continuing,
except as described in Attachment 1 hereto;

          (B) the  computations  set  forth  below  are true and  correct  as of
________________, 19__1:

          (1)           Section 7.02(d) Investment Amount

                        (a)     Investment Amount reflected as
                                "receivables sold" in the Company's
                                most recent internal, unaudited
                                consolidated balance sheet 
                        (b)     Maximum Investment Amount under Section 7.02(d) 

--------
     1    The last day of the accounting  period for which financial  statements
          are being concurrently delivered.

                                                     - 225 -


<PAGE>



                                                    $75,000,000

    Section 7.08  Interest Coverage

   (a)     Ratio of Earnings Before Interest
           and Taxes to Interest Expense under
           Section 7.08                                              ___ to 1.0


   (b)     Minimum ratio of Earnings Before
           Interest and Taxes to Interest Expense
           permitted under Section 7.08                              2.0 to 1.0


   (3)           Section 7.09  Leverage

   (a)     Ratio of Funded Debt to
           Total Capitalization under
           Section 7.09                                              ___ to 1.0

   (b)     Maximum ratio of Funded Debt
           to Total Capitalization permitted
           under Section 7.09                                       0.60 to 1.0

                                                     - 226 -


<PAGE>




          (C) if the  financial  statements  of the Company  being  concurrently
delivered  were not prepared in accordance  with GAAP,  Attachment 2 hereto sets
forth any  derivations  required to conform the relevant data in such  financial
statements to the computations set forth below; and

          (D) there have been no  material  changes in  accounting  policies  or
financial  reporting  practices other than those required by GAAP by the Company
or any of its  consolidated  Subsidiaries  since the date of the last compliance
certificate delivered to you.



Dated this ________ day of ______________, 19__.



                                ALBERTO-CULVER COMPANY


                                By:____________________________


                                Its:___________________________

                                                     - 227 -


<PAGE>






                                                     - 228 -


<PAGE>





                                    EXHIBIT D

                     FORM OF INVITATION FOR COMPETITIVE BIDS

Via Facsimile

To the Lenders on Schedule A attached hereto:


Ladies and Gentlemen:

          Reference is made to that certain Multicurrency Credit Agreement dated
as of September 11, 1997 (as amended from time to time, the "Credit Agreement"),
among Alberto-Culver  Company (the "Company"),  the Borrowing  Subsidiaries from
time to time parties thereto,  the Lenders parties thereto,  and Bank of America
National  Trust and  Savings  Association,  as agent for the  Banks  (the  "U.S.
Agent"). Capitalized terms used herein have the meanings specified in the Credit
Agreement.

          Pursuant to subsection 2.07(b) of the Credit Agreement, you are hereby
invited  to submit  offers  to make Bid  Loans to the  Company  or  another  Bid
Borrower based on the following specifications:


                                                     - 229 -


<PAGE>



          1.            Identity of Bid Borrower:                     ;

          2.            Borrowing date: _______________, 199_;

          3. Aggregate amount requested by the Bid Borrower:
                        $-------------------;

          4.            [LIBOR Bid Loans] [Specific Rate Bid Loans]; and

          5.            Interest Period[s]: ____________________,
                        [________________] and [________________].

All Competitive  Bids must be in the form of Exhibit I to the Credit  Agreement.
Please respond to this  invitation by no later than 8:30 a.m. (or in the case of
BofA  only,  8:15  a.m.)  (Chicago  time) on , 199 .2 Your  response  should  be
submitted to the U.S. Agent. BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOC-
IATION, as U.S. Agent

                                By: _____________________________
                                Title: __________________________
--------

     2    Insert  a date  which  is  three  Business  Days  prior to the date of
          Borrowing,  in  the  case  of a  LIBOR  Auction,  or on  the  date  of
          Borrowing, in the case of a Specific Rate Auction.

                                                     - 230 -


<PAGE>



                                   Schedule A

                                 List of Lenders



Bank of America National Trust
 and Savings Association, as a Lender

          Facsimile: (312) 974-6518


[Lender]


          Facsimile: (___) ___-____


[Lender]


          Facsimile: (___) ___-____


[Lender]


          Facsimile: (___) ___-____


[Lender]


          Facsimile: (___) ___-____



                                                     - 231 -


<PAGE>




                                    EXHIBIT E

                      FORM OF NOTICE OF COMMITTED BORROWING


                                           Date:                  , 199


To:       Bank of America National Trust and Savings Association as U.S.
          Agent for the Lenders parties to the Multicurrency Credit
          Agreement dated as of September 11, 1997 (as extended, renewed,
          amended or restated from time to time, the "Credit Agreement")
          among Alberto-Culver Company, the Borrowing Subsidiaries from
          time to time parties thereto, certain Lenders which are signatories
          thereto and Bank of America National Trust and Savings
          Association, as U.S. Agent

Ladies and Gentlemen:

          The undersigned,  Albert-Culver Company (the "Company"), refers to the
Credit  Agreement,  the terms  defined  therein  being  used  herein as  therein
defined,  and hereby gives you notice  irrevocably,  pursuant to Section 2.03 of
the Credit Agreement, of the Committed Borrowing specified herein:

          1. The Borrower is [the Company] [          , a Borrowing Subsidiary].

          2. The aggregate amount of the proposed Borrowing is .

          3. The Borrowing Date of the proposed Borrowing is            , 19   .

          4. The Type of Committed Loans comprising the Committed Borrowing
             is [Base Rate Loans] [Eurodollar Loans] Eurocurrency Loans]. 
            [If Eurocurrency Loans are requested, specify Available Currency.]

          5. [If  applicable:]  The duration of the Interest Period for the
             [Eurodollar  Loans]   [Eurocurrency  Loans]  included  in  the
              Borrowing shall be months.

          The  undersigned  hereby  certifies that the following  statements are
true as of the date of the proposed  Borrowing,  before and after giving  effect
thereto and to the application of the proceeds therefrom:

                  (a) the representations and warranties of the Company [and the
          Borrowing  Subsidiary]  contained in Article V of the Credit Agreement
          are true and correct as

                                                     - 232 -


<PAGE>



          though  made  on and as of  such  date  (except  to  the  extent  such
          representations and warranties  expressly refer to an earlier date, in
          which case they are true and correct as of such earlier date);

                  (b) no Default or Event of Default shall exist or shall result
          from such proposed Borrowing; and

                  (c) The  proposed  Borrowing  will  not  cause  the  aggregate
          principal amount of the Dollar Equivalent of all outstanding Committed
          Loans together with the aggregate  principal amount of all outstanding
          Bid Loans, to exceed the combined Commitments.




                                                   ALBERTO-CULVER COMPANY




                                                    By:


                                                    Title:



                                                     - 233 -


<PAGE>



                                    EXHIBIT F

                    FORM OF NOTICE OF CONVERSION/CONTINUATION


                                              Date:               , 199



To:       Bank of America National Trust and Savings Association, as U.S.
          Agent for the Lenders parties to the Multicurrency Credit
          Agreement dated as of September 11, 1997 (as extended, renewed,
          amended or restated from time to time, the "Credit Agreement")
          among Alberto-Culver Company, the Borrowing Subsidiaries from
          time to time parties thereto, certain Lenders which are signatories
          thereto and Bank of America National Trust and Savings
          Association, as U.S. Agent

Ladies and Gentlemen:

          The undersigned, Alberto-Culver Company (the "Company"), refers to the
Credit  Agreement,  the terms  defined  therein  being  used  herein as  therein
defined,  and hereby gives you notice  irrevocably,  pursuant to Section 2.04 of
the Credit Agreement, of the [conversion]  [continuation] of the Committed Loans
specified herein, that:

          1. The  Borrower  of  the  Committed  Loans  to be  [converted]
                    [continued] is [the Company] [ , a Borrowing Subsidiary].

          2. The Conversion/Continuation Date is             , 19  .

          3. The aggregate amount of the Loans to be [converted] [continued] 
             is                            .

          4. The Type of Loans  resulting from the proposed  [conversion]
             [continuation]  are [Base  Rate  Loans]  [Eurodollar  Loans]
             [Eurocurrency Loans].

          5. [If applicable:] The duration of the Interest Period for the
              Loans included in the [conversion]  [continuation]  shall be
              months.



          The  undersigned  hereby  certifies that the following  statements are
true as of the proposed  Conversion/Continuation  Date,  before and after giving
effect thereto and to the application of the proceeds therefrom:


                                                     - 234 -


<PAGE>



                    (a) the  representations  and warranties of the Company [and
          the  Borrowing  Subsidiary]  contained  in  Article  V of  the  Credit
          Agreement  are true and  correct as though made on and as of such date
          (except to the extent such  representations  and warranties  expressly
          refer to an earlier  date,  in which case they are true and correct as
          of such earlier date);

                    (b) no  Default  or Event of  Default  shall  exist or shall
          result from such proposed [conversion] [continuation]; and

                    (c) the proposed  [conversion][continuation]  will not cause
          the  aggregate  principal  amount  of  the  Dollar  Equivalent  of all
          outstanding  Committed  Loans  together with the  aggregate  principal
          amount  of  all   outstanding   Bid  Loans,  to  exceed  the  combined
          Commitments.





          ALBERTO-CULVER COMPANY





          By:



          Title:



                                                     - 235 -


<PAGE>



                                    EXHIBIT G

                              FORM OF BID LOAN NOTE


                                                            September 11, 1997

          The undersigned  for value  received,  promises to pay to the order of
______________  (herein  called the  Lender),  at the offices of Bank of America
National  Trust and  Savings  Association  located  at 1850  Gateway  Boulevard,
Concord,  California  94520  (herein  called  the U.S.  Agent) or at such  other
offices as the U.S. Agent may specify from time to time, the principal amount of
each Bid Loan made by the Lender to the  undersigned  from time to time from the
date hereof up to the Termination  Date pursuant to Section 2.07 of that certain
Multicurrency  Credit  Agreement  dated as of September  11,  1997,  as amended,
supplemented  or otherwise  modified from time to time (herein called the Credit
Agreement) by and between  Alberto-Culver  Company,  the Borrowing  Subsidiaries
from time to time parties  thereto,  various lenders  (including the Lender) and
the U.S. Agent, on the last day of the Interest Period for such Bid Loan. In any
event,  the aggregate  unpaid principal amount of all Bid Loans shall be due and
payable on the Termination Date.

          The aggregate  unpaid  principal amount from time to time of Bid Loans
made by the  Lender to the  undersigned  shall bear  interest  until paid at the
rate(s) per annum as agreed to by the Lender and the undersigned pursuant to the
Credit Agreement, payable at such time(s) as is therein provided.

          All  capitalized   terms  appearing   herein  are,  unless   otherwise
indicated,  used  with  the  meanings  assigned  to  such  terms  in the  Credit
Agreement.

          This  promissory  note is one of the Bid Loan Notes issued pursuant to
the Credit  Agreement and evidences  indebtedness  of the  undersigned  incurred
under, and is subject to the terms and provisions of, the Credit Agreement (and,
if amended,  all amendments  thereto),  to which  reference is hereby made for a
statement of said terms and provisions.

          The principal  hereof and interest  hereon are payable in lawful money
of the United States of America in  immediately  available  funds.  Prior to any
transfer of this Note to the extent allowed under the Credit Agreement, each Bid
Loan made by the Lender to the undersigned under the Credit Agreement (including
any  refinancing  thereof),  the interest  rate and Interest  Period  applicable
thereto and all payments of principal  hereof by the  undersigned  to the Lender
shall  be  endorsed  on a grid  schedule  or grid  schedules  in the form of the
schedule attached hereto and by this reference thereto made a part of this Note.
Notwithstanding the foregoing,  the failure to make, or an error in making, such
endorsement  shall not in any manner  increase the obligation of the undersigned
hereunder.


                                                     - 236 -


<PAGE>



          THIS NOTE HAS BEEN MADE UNDER AND IS GOVERNED BY THE INTERNAL  LAWS OF
THE STATE OF ILLINOIS.


          [Bid Borrower]
By:
-----------------------


Title:   ____________________
Address:






                                                     - 237 -


<PAGE>



                                                    SCHEDULE

<TABLE>
<S>      <C>           <C>           <C>                   <C>          <C>                     <C>             <C>

         Amount of     Interest          Maturity          Interest     Amount of Principal     Outstanding     Name of Person
Date     Bid Loan        Rate       of Interest Period       Paid             Repaid              Balance       Making Notation

</TABLE>



                                                     - 238 -
     

<PAGE>



                                    EXHIBIT H

                         FORM OF COMPETITIVE BID REQUEST


                                                         ________________, 199_

Bank of America National Trust
 and Savings Association,
 as U.S. Agent
1850 Gateway Blvd., 5th Floor
Concord, CA 94520
Attention: Agency Administrative Services #5596

Ladies and Gentlemen:

        Reference  is made to the  Multicurrency  Credit  Agreement  dated as of
September 11, 1997 (as amended from time to time,  the "Credit  Agreement"),  by
and among  Alberto-Culver  Company (the "Company"),  the Borrowing  Subsidiaries
from time to time parties  thereto,  the Lenders  parties  thereto,  and Bank of
America  National  Trust and  Savings  Association,  as agent for the Banks (the
"U.S. Agent").  Capitalized terms used herein have the meanings specified in the
Credit Agreement.

        This is a  Competitive  Bid  Request  for Bid Loans  pursuant to Section
2.07(a) of the Credit Agreement as follows:




(i)  The identity of the Bid Borrower is:          .

(ii) The Business Day of the proposed Bid Borrowing is _____________, 199_.

(iii)The aggregate amount of the proposed Bid Borrowing is U.S. $______________.

(iv) The proposed Bid  Borrowing to be made  pursuant to Section 2.07 shall
          be comprised of [LIBOR] [Specific Rate] Bid Loans

(v)  The Interest  Period[s]  for the Bid Loans  comprised in the Borrowing
     shall      be      _______________,       [_________________]      and
     [___________________].



                                                     - 239 -


<PAGE>



                     .




ALBERTO-CULVER COMPANY
By:
---------------------

Title:
------------------



                                                     - 240 -


<PAGE>




                                    EXHIBIT I

                             FORM OF COMPETITIVE BID



                                                         ________________, 199_



Bank of America National Trust
 and Savings Association,
 as U.S. Agent
1850 Gateway Blvd., 5th Floor
Concord, CA 94520

Attention: Agency Administrative Services #5596



Ladies and Gentlemen:


Reference is made to the  Multicurrency  Credit  Agreement dated as of September
11, 1997 (as amended from time to time,  the "Credit  Agreement"),  by and among
Alberto-Culver Company (the "Company"),  the Borrowing Subsidiaries from time to
time parties thereto,  the Lenders parties thereto, and Bank of America National
Trust  and  Savings  Association,  as agent for the Banks  (the  "U.S.  Agent").
Capitalized  terms  used  herein  have  the  meanings  specified  in the  Credit
Agreement.

        In response to the Invitation for Competitive Bids dated  _____________,
199_ and in accordance with subsection 2.07(c)(ii) of the Credit Agreement,  the
undersigned  Lender  offers to make [a] Bid Loan[s]  thereunder  to [name of Bid
Borrower] in the following  principal  amount[s] at the following interest rates
for the following Interest Period[s]:



                                                     - 241 -


<PAGE>



Date of Borrowing: ________________, 199_



Aggregate Maximum Bid Amount:  $__________________


 Principal               Principal               Principal
 Amount $_________       Amount $_________       Amount $_________

 Interest:               Interest:               Interest:
[Specific               [Specific               [Specific
 Rate __%, __%, __%]3    Rate __%, __%, __%]1    Rate __%, __%, __%]1

 or

[LIBOR Bid              [LIBOR Bid              [LIBOR Bid
 Margin +/- __%,         Margin +/- __%,         Margin +/- __%,
 +/- __%, +/- __%]1      +/- __%, +/- __%]1      +/- __%, +/- __%]1

 Interest                Interest                Interest
 Period __________       Period __________       Period __________
===================================== ==========================================


                            [NAME OF LENDER]

                            By: _____________________
                            Title: __________________


--------
     3 Interest rate may be quoted to five decimal places.

                                                     - 242 -


<PAGE>





                                    EXHIBIT J

            LENDER'S RESPONSE TO PRO RATA COMMITMENT INCREASE REQUEST



        SUPPLEMENT, dated , 19 , to the Multicurrency Credit Agreement, dated as
of September  11, 1997 (as amended from time to time,  the  "Agreement"),  among
ALBERTO- CULVER COMPANY (the "Company"), the Borrowing Subsidiaries from time to
time parties thereto,  the lenders parties thereto  (individually a "Lender" and
collectively  the  "Lenders"),  and BANK OF AMERICA  NATIONAL  TRUST AND SAVINGS
ASSOCIATION, as agent for the Lenders (the "U.S. Agent").

W I T N E S S E T H :

        WHEREAS, the Agreement provides,  pursuant to Section 2.10 thereof, that
the Company may request the Lenders to increase the aggregate  Commitments,  and
each  Lender  has the  option,  in its sole  discretion,  to  subscribe  for its
proportionate share of such requested  increase,  according to its then existing
Pro Rata Share,  by executing and delivering to the Company and the U.S. Agent a
supplement to the Agreement in substantially the form of this Supplement; and

        WHEREAS, at the Company's request the undersigned now desires to 
increase the amount of its Commitments under the Agreement;

        NOW, THEREFORE, the undersigned hereby agrees as follows:


                                                     - 243 -


<PAGE>



        1. The  undersigned  agrees,  subject to the terms and conditions of the
Agreement,  that on the date this  Supplement is accepted by the Company and the
U.S.  Agent,  it shall have its  Commitment to the Company  increased by U.S.$ ,
thereby making the amount of its Commitment U.S.$ .


        2. Terms  defined in the  Agreement  shall have their  meanings  defined
therein when used herein.

        IN WITNESS  WHEREOF,  the  undersigned  has caused this Supplement to be
executed  and  delivered  by a duly  authorized  officer on the date first above
written.





                                                    By:

                                                    Title:




                                                     - 244 -


<PAGE>



Accepted this     day of                      , 199 .

ALBERTO-CULVER COMPANY


By:

Title:


BANK OF AMERICA NATIONAL TRUST
  AND SAVINGS ASSOCIATION, as U.S. Agent


By:

Title:


                                                     - 245 -


<PAGE>




                                    EXHIBIT K

            SUPPLEMENT FOR NON-PRO RATA COMMITMENT INCREASE (EXISTING LENDER)


        SUPPLEMENT, dated , 19 , to the Multicurrency Credit Agreement, dated as
of September  11, 1997 (as amended from time to time,  the  "Agreement"),  among
ALBERTO- CULVER COMPANY (the "Company"), the Borrowing Subsidiaries from time to
time parties thereto,  the lenders parties thereto  (individually a "Lender" and
collectively  the  "Lenders"),  and BANK OF AMERICA  NATIONAL  TRUST AND SAVINGS
ASSOCIATION, as agent for the Lenders (the "U.S. Agent").

W I T N E S S E T H :

        WHEREAS, the Agreement provides,  pursuant to Section 2.10 thereof, that
in the event all of the Lenders do not subscribe for their  proportionate  share
of an increase in the aggregate Commitments requested by the Company pursuant to
such section,  then a Lender may subscribe for a  non-proportionate  increase in
its Commitment,  by executing and delivering to the Company and the U.S. Agent a
supplement to the Agreement in substantially the form of this Supplement; and

        WHEREAS, at the Company's request the undersigned now desires to
increase the amount of its Commitments under the Agreement;

        NOW, THEREFORE, the undersigned hereby agrees as follows:

        1. The undersigned agrees, subject to the terms and conditions of the
Agreement, that on the date this Supplement is accepted by the Company and the 
U.S. Agent,

                                                     - 246 -


<PAGE>



it shall have its Commitment to the Company increased by U.S.$            , 
thereby making the amount of its Commitment U.S.$            .

        2. Terms  defined in the  Agreement  shall have their  meanings  defined
therein when used herein.

        IN WITNESS  WHEREOF,  the  undersigned  has caused this Supplement to be
executed  and  delivered  by a duly  authorized  officer on the date first above
written.



                                                    By:

                                                    Title:

                                                     - 247 -


<PAGE>



Accepted this     day of                      , 199 .

ALBERTO-CULVER COMPANY


By:

Title:


BANK OF AMERICA NATIONAL TRUST
  AND SAVINGS ASSOCIATION, as U.S. Agent


By:

Title:


                                                     - 248 -


<PAGE>



                                    EXHIBIT L

                 SUPPLEMENT FOR COMMITMENT INCREASE (NEW LENDER)


        SUPPLEMENT, dated , 19 , to the Multicurrency Credit Agreement, dated as
of September  11, 1997 (as amended  from time to time,  the  "Agreement")  among
ALBERTO- CULVER COMPANY (the "Company"), the Borrowing Subsidiaries from time to
time parties thereto,  the lenders parties thereto  (individually a "Lender" and
collectively  the  "Lenders"),  and BANK OF AMERICA  NATIONAL  TRUST AND SAVINGS
ASSOCIATION, as agent for the Lenders (the "U.S. Agent").

W I T N E S S E T H :

        WHEREAS, the Agreement provides,  pursuant to Section 2.10 thereof, that
any bank  meeting the  qualifications  of an  Eligible  Assignee,  although  not
originally a party thereto, may become a party to the Agreement with the consent
of the Company and the U.S. Agent by executing and delivering to the Company and
the U.S. Agent a supplement to the Agreement in  substantially  the form of this
Supplement; and

        WHEREAS, the undersigned was not an original party to the Agreement but
now desires to become a party thereto;

        NOW, THEREFORE, the undersigned hereby agrees as follows:

1. The  undersigned  agrees to be bound by the  provisions  of the Agreement and
agrees that, on the date this Supplement is accepted by the Company and the U.S.
Agent,  it shall become a Lender for all  purposes of the  Agreement to the same
extent as if originally a party  thereto.  The  undersigned  agrees that it will
perform in accordance with their terms all of the

                                                     - 249 -


<PAGE>



obligations  which by the terms of the Agreement are required to be performed by
it as a Lender, including the requirements concerning confidentiality.

2. As of the  acceptance  date noted below,  the amount of the Commitment of the
undersigned shall be U.S.$ .

3. The following administrative details apply to the undersigned:

        (A)          Domestic Lending Office:

                     Name:
                     Address:



                     Attention:
                     Telephone: (   )
                     Facsimile: (   )


        (B)          Eurocurrency Lending Office:

                     Name:
                     Address:



                     Attention:
                     Telephone: (   )
                     Facsimile: (   )

                                                     - 250 -


<PAGE>



        (C)          Notice Address:

                     Name:
                     Address:



                     Attention:
                     Telephone: (   )
                     Facsimile: (   )

        (D)          Payment Instructions:

                     Account No.:
                               At:



                     Reference:
                     Attention:


        4. The undersigned (a)  acknowledges  that it has received a copy of the
Agreement and the Schedules  and Exhibits  thereto,  together with copies of the
financial  statements  referred to in Section  6.01 of the  Agreement,  and such
other  documents and  information  as it has deemed  appropriate to make its own
credit and legal  analysis  and  decision to enter into the  Agreement;  and (b)
agrees that it will, independently and without reliance upon the U.S. Agent, the
European  Payment  Agent or any other  Lender  and based on such  documents  and
information as it shall deem  appropriate at the time,  continue to make its own
credit and legal decisions in taking or not taking action under the Agreement.

                                                     - 251 -


<PAGE>



        5. The undersigned  agrees to comply with Sections 3.02 and 10.10 of the
Agreement (if applicable).

        6. The undersigned represents and warrants that (i) it is duly organized
and existing and it has full power and  authority  to take,  and has taken,  all
action  necessary to execute and deliver this Supplement and any other documents
required or permitted to be executed or delivered by it in connection  with this
Supplement,  and to fulfill its  obligations  hereunder;  (ii) no notices to, or
consents,  authorizations  or approvals of, any person are required  (other than
any already given or obtained) for its due execution,  delivery and  performance
of this  Supplement;  and apart from any  agreements or  undertaking  or filings
required by the  Agreement,  no further action by, or notice to, or filing with,
any person is required of it for such execution, delivery or performance;  (iii)
this  Supplement has been duly executed and delivered by it and  constitutes the
legal, valid and binding obligation of the undersigned,  enforceable against the
undersigned in accordance with the terms hereof, subject, as to enforcement,  to
bankruptcy,  insolvency,  moratorium,  reorganization  and other laws of general
application  relating to or affecting creditors' rights and to general equitable
principles; and (iv) it is an Eligible Assignee.

        7. Terms  defined in the  Agreement  shall have their  meanings  defined
therein when used herein.

        IN WITNESS  WHEREOF,  the  undersigned  has caused this Supplement to be
executed  and  delivered  by a duly  authorized  officer on the date first above
written.


                                                                 By:

                                                                 Title:



                                                     - 252 -


<PAGE>



Accepted this       day of                    , 199 .


ALBERTO-CULVER COMPANY

By:

Title:


BANK OF AMERICA NATIONAL TRUST AND
 SAVINGS ASSOCIATION, as U.S. Agent


By:

Title:



                                                     - 253 -


<PAGE>





                                    EXHIBIT M

                    Form of Opinion of Counsel to the Company




September 11, 1997


Bank of America National Trust and
Savings Association, as U.S. Agent

Each of the Lenders referred to as the
Lenders in the Agreement mentioned below

c/o Bank of America National Trust and
Savings Association 1455 Market Street, 12th Floor San Francisco, California
94103

Ladies and Gentlemen:

        This opinion is furnished to you in  connection  with the  execution and
delivery of the  Multicurrency  Credit  Agreement dated as of September 11, 1997
among  Alberto-Culver  Company,  a Delaware  corporation  (the  "Company"),  the
Borrowing  Subsidiaries  from time to time  parties  thereto and Bank of America
National  Trust and  Savings  Association  as agent (the "U.S.  Agent")  for the
Lenders named on the signature pages thereto (the "Lenders") (the "Agreement").


                                                     - 254 -


<PAGE>



The undersigned is of the Company.  In rendering this opinion,  I have consulted
with officers of the Company and the Other Borrowers (as defined below), outside
counsel,  and other  attorneys  within the Company's Law  Department,  as I have
deemed appropriate for purposes of this opinion.

        This opinion is provided pursuant to Section 4.01(d) of the Agreement on
behalf  of  the  Company,  Alberto-Culver  USA,  Inc.,  a  Delaware  corporation
("Alberto-Culver  USA") and Sally Beauty Company,  Inc., a Delaware  corporation
("Sally Beauty")  (Alberto-Culver  USA and Sally Beauty being sometimes referred
to herein as the "Other  Borrowers").  Capitalized  terms not otherwise  defined
herein have the respective meanings set forth in the Agreement.

        In  connection  with this  opinion,  I, or other  attorneys  within  the
Company's Law Department under my supervision,  have reviewed the Agreement, the
Notes, the other Loan Documents (collectively,  the "Loan Documents"),  and such
other documents as I have deemed  necessary and appropriate for purposes of this
opinion,  including,  without limitation,  the Articles of Incorporation and the
By-laws  of the  Company  and the  Other  Borrowers.  In  addition,  I, or other
attorneys within the Company's Law Department,  have investigated such questions
of law (including where deemed appropriate, consulting with outside counsel) and
reviewed such certificates of government officials and information from officers
and  representatives  of the  Company and the Other  Borrowers  as I have deemed
necessary or appropriate for the purposes of this opinion.

        In rendering the opinions  expressed  below,  I have  assumed,  with the
Lenders' permission and without verification:

(a)     the authenticity of all Loan Documents submitted to me as originals,

(b)     the genuineness of all signatures,

(c)     the legal capacity of natural persons,

                                                     - 255 -


<PAGE>



(d)     the conformity to originals of the Loan Documents submitted to me as 
        copies,

(e)     the due  authorization,  execution and delivery of the Loan Documents by
        the parties thereto other than the Company and the Other Borrowers, and

(f)     that the Loan Documents  constitute the valid,  binding and  enforceable
        obligations of the parties  thereto other than the Company and the Other
        Borrowers.

Based on the foregoing,  and subject to the qualifications set forth below, I am
of the opinion that:

1.      The Company, each Other Borrower and each of the Material Subsidiaries,
        is a corporation duly organized, validly existing and in good standing
        under the laws of the jurisdiction of its incorporation and is duly
        qualified to conduct business under the laws of each jurisdiction where
        its ownership, lease or operation of property or the conduct of its
        business requires such qualification, except to the extent that failure
        to do so would not reasonably be expected to have a Material Adverse
        Effect (as defined in the Agreement). The Company and the Other Bor-
        rowers have the requisite corporate power to execute, deliver and per-
        form their respective obligations under the Loan Documents.

2.      The  execution,  delivery and  performance  by the Company and the Other
        Borrowers of the  respective  Loan  Documents to which each of them is a
        party have been duly authorized by all requisite  corporate action.  The
        Loan  Documents have been duly executed and delivered by the Company and
        the Other Borrowers and constitute the valid and binding  obligations of
        the Company and the Other Borrowers,  respectively,  enforceable against
        the Company and the Other Borrowers, in accordance with their respective
        terms.


                                                     - 256 -


<PAGE>



3.      The execution and delivery by the Company and the Other Borrowers of the
        Loan Documents to which each of them is a party, and the performance by
        the Company and the Other Borrowers of their respective obligations 
        thereunder, do not and will not (a) violate any provision of law, 
        statute, rule or regulation or any order, writ, judgment, injunction, 
        decree, determination or award of any court, governmental agency or
        arbitrator presently in effect having applicability to such Person,
        which violation would reasonably be expected to have a Material Adverse
        Effect, (b) violate any provision of the respective Articles of
        Incorporation or respective By-laws of the Company or the Other
        Borrowers,(c) result in a breach or constitute a default under any 
        indenture, loan or credit agreement or any other material agreement,
        lease or instrument known to me to which the Company or the Other
        Borrowers is a party or by which any of them or any of their properties
        may be bound or result in the creation of a Lien thereunder, which
        breach, default or creation of a Lien would reasonably be expected to 
        have a Material Adverse Effect.

4.      No order, consent, approval, license, authorization or validation of, or
        filing,   recording  or   registration   with,   or  exemption  by,  any
        governmental  or public body or authority is required on the part of the
        Company  or  the  Other  Borrowers  to  authorize,  or  is  required  in
        connection  with the  execution,  delivery  and  performance  of, or the
        legality,  validity  or binding  effect or  enforceability  of, the Loan
        Documents.

5.      Except as  disclosed  on Schedule  5.05 of the  Agreement,  there are no
        actions,  suits or proceedings  pending or, to the best of my knowledge,
        overtly threatened against or affecting the Company, the Other Borrowers
        or any of their respective properties before any court or arbitrator, or
        any  governmental  department,  board,  agency or other  instrumentality
        which (i) challenge the legality, validity or enforceability of the Loan
        Documents,  or (ii)  would  reasonably  be  expected  to have a Material
        Adverse Effect.


                                                     - 257 -


<PAGE>



6.      The Company is not an "investment  company" or a company "controlled" by
        an "investment company" within the meaning of the Investment Company Act
        of 1940, as amended.

7.      There  is no  litigation  pending  or,  to  the  best  of my  knowledge,
        threatened,  alleging  that  any  slogan  or other  advertising  device,
        product, process, method, substance, part or other material now employed
        by the Company or any Subsidiary  infringes upon any rights of any other
        Person  which would  reasonably  be expected to have a Material  Adverse
        Effect.

8.      The use of the proceeds of the Loans as provided in the  Agreement  does
        not violate Regulations G, U or X of the Federal Reserve Board.

The opinions  set forth above are subject to the  following  qualifications  and
exceptions:


(a)     I express no opinion as to the laws of any  jurisdiction  other than the
        State of Illinois and the federal laws of the United States of America.


(b)     My  opinions  are  subject to the effect of any  applicable  bankruptcy,
        insolvency, reorganization, moratorium, arrangement, fraudulent transfer
        or other similar law of general application  affecting creditors' rights
        generally.

(c)     My opinions  are subject to the effect of general  principles  of equity
        and  concepts  of  materiality,  reasonableness,  good  faith  and  fair
        dealing,  and other similar  doctrines  affecting the  enforceability of
        agreements  generally  (regardless of whether considered in a proceeding
        in equity or at law).


                                                     - 258 -


<PAGE>



(d)     My opinion with respect to the  enforceability  of the provisions of the
        Agreement is qualified to the extent that the  availability  of specific
        performance,  injunctive relief and other equitable  remedies is subject
        to the discretion of the tribunal  before which any proceeding  therefor
        may be brought.


(e) My  opinion  is  limited  solely to facts and laws  existing  as of the date
hereof.

The  foregoing  opinions are being  furnished to you solely for your benefit and
may not be relied  upon by, nor may  copies be  delivered  to, any other  person
except any  Participant or Assignee  without my prior written  consent.  By your
acceptance, you acknowledge that this opinion is given without personal recourse
of any nature to me individually.


                                Very truly yours,



                                                     - 259 -


<PAGE>



                                    EXHIBIT N

                   FORM OF ASSIGNMENT AND ACCEPTANCE AGREEMENT


This ASSIGNMENT AND ACCEPTANCE AGREEMENT (this "Agreement")
dated as of                , 19   is made between              (the "Assignor")
and                                           (the "Assignee").

                                    RECITALS

            WHEREAS, the Assignor is party to that certain  Multicurrency Credit
Agreement  dated as of  September  11,  1997  among  ALBERTO-CULVER  COMPANY,  a
Delaware  corporation (the "Company"),  the Borrowing  Subsidiaries from time to
time parties thereto,  the lenders parties thereto (including the Assignor,  the
"Lenders"), and BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION,  as U.S.
Agent (as from time to time  amended,  modified  or  supplemented,  the  "Credit
Agreement").  Any terms defined in the Credit  Agreement and not defined in this
Agreement are used herein as defined in the Credit Agreement;

            WHEREAS,  as provided under the Credit  Agreement,  the Assignor has
committed to make Committed  Loans to the Company in an aggregate  amount not to
exceed U.S.
           (the "Commitment");

            WHEREAS,  [the  Assignor has made  Committed  Loans in the aggregate
principal  amount of $ 4 to the Company]  [no  Committed  Loans are  outstanding
under the Credit Agreement]; and

--------
     4 Specify aggregate amount in each Applicable Currency.

                                                     - 260 -


<PAGE>



            WHEREAS, the Assignor wishes to assign to the Assignee [part of the]
[all]  rights and  obligations  of the  Assignor  under the Credit  Agreement in
respect of its Commitment, [together with a corresponding portion of each of its
outstanding  Committed  Loans,]  in an  amount  equal  to U.S.$  (the  "Assigned
Amount") on the terms and subject to the  conditions  set forth herein,  and the
Assignee  wishes  to  accept  assignment  of  such  rights  and to  assume  such
obligations from the Assignor on such terms and subject to such conditions;

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



                                                     - 261 -


<PAGE>



            1.
            Assignment and Acceptance.

(a) Subject to the terms and  conditions  of this  Agreement,  (i) the  Assignor
hereby  sells,  transfers  and assigns to the  Assignee,  and (ii) the  Assignee
hereby purchases, assumes and undertakes from the Assignor, without recourse and
without  representation  or warranty (except as provided in this Agreement) ___%
(the  "Assignee's  Percentage  Share") of (A) the Commitment  [and the Committed
Loans]  of the  Assignor  and (B) all  related  rights,  benefits,  obligations,
liabilities  and  indemnities of the Assignor  under and in connection  with the
Credit Agreement and the Loan Documents.

[If  appropriate,  add paragraph  specifying  payment to Assignor by Assignee of
outstanding  principal  of,  accrued  interest  on,  and fees with  respect  to,
Committed Loans assigned.]

(b) With  effect  on and after  the  Effective  Date (as  defined  herein),  the
Assignee  shall be a party to the  Credit  Agreement  and  succeed to all of the
rights and be obligated to perform all of the  obligations of a Lender under the
Credit Agreement, including the requirements concerning confidentiality,  with a
Commitment in an amount equal to the Assigned  Amount.  The Assignee agrees that
it will perform in accordance with their terms all of the  obligations  which by
the terms of the  Credit  Agreement  are  required  to be  performed  by it as a
Lender.  It is the  intent of the  parties  hereto  that the  Commitment  of the
Assignor  shall,  as of the Effective Date, be reduced by an amount equal to the
Assigned  Amount and the Assignor  shall  relinquish  its rights and be released
from its obligations  under the Credit  Agreement to the extent such obligations
have been assumed by the Assignee.

                                                     - 262 -


<PAGE>



            After giving effect to the  assignment  and  assumption,  on the
            Effective  Date the  Assignee's  Commitment  will be  U.S.$  and the
            Assignor's remaining Commitment will be U.S.$ .

            2.
            Payments.

(a)         As consideration for the sale,  assignment and transfer contemplated
            in  Section  1,  the  Assignee  shall  pay  to the  Assignor  on the
            Effective Date in immediately  available funds an amount equal to 5,
            representing the Assignee's Percentage Share of the principal amount
            of all Committed Loans  previously  made, and currently owed, by the
            Company to the Assignor under the Credit  Agreement and  outstanding
            on the Effective Date.

(b)         The  [Assignor]  [Assignee]  further  agrees  to pay to the  Agent a
            processing  fee in the amount  specified in Section  11.08(a) of the
            Credit Agreement.
3.          Reallocation of Payments.

            Any interest, fees and other payments accrued prior to the Effective
            Date with respect to the Committed Loans and the Commitment shall be
            for the  account  of the  Assignor.  Any  interest,  fees and  other
            payments accrued on and after the Effective Date with respect to the
            Assigned  Amount shall be for the account of the  Assignee.  Each of
            the Assignor and the Assignee  agrees that it will hold in trust for
            the other party any  interest,  fees and other  amounts which it may
            receive  to which  the  other  party  is  entitled  pursuant  to the
            preceding  two sentences and pay to the other party any such amounts
            which it may receive promptly upon receipt.

4.          Independent Credit Decision.
--------
                 5 Specify payment amount in each Applicable Currency.

                                                     - 263 -


<PAGE>



            The  Assignee  (a)  acknowledges  that it has received a copy of the
            Credit  Agreement and the Schedules and Exhibits  thereto,  together
            with copies of the financial  statements referred to in Section 6.01
            of the Credit Agreement, and such other documents and information as
            it has deemed  appropriate to make its own credit and legal analysis
            and  decision to enter into this  Agreement;  and (b) agrees that it
            will, independently and without reliance upon the Assignor, the U.S.
            Agent,  the Arranger or any other Lender and based on such documents
            and information as it shall deem  appropriate at the time,  continue
            to make its own credit and legal  decisions  in taking or not taking
            action under the Credit Agreement.

5.          Effective Date; Notices.

            (a)As between the Assignor and the Assignee,  the effective date for
            this Agreement shall be , 199_ (the "Effective Date"); provided that
            the following  conditions precedent have been satisfied on or before
            the Effective Date:

            (I)this Agreement shall be executed and delivered by the Assignor 
            and the Assignee;

            (ii)the  written  consent of the Company and the U.S. Agent required
            for an effective  assignment of the Assigned  Amount by the Assignor
            to the Assignee under Section 11.08(a) of the Credit Agreement shall
            have been duly  obtained and shall be in full force and effect as of
            the Effective Date;

            (iii)the Assignee shall pay to the Assignor all amounts due to the 
            Assignor under this Agreement;

            (iv)the Assignor and the Assignee shall have complied with Sections 
            3.02 and 10.10 of the Credit Agreement (if applicable); and


                                                     - 264 -


<PAGE>



            (v)the  processing  fee  referred  to in Section  2(b) hereof and in
            Section 11.08(a) of the Credit Agreement shall have been paid to the
            Agent.

            (b)Promptly following the execution of this Agreement,  the Assignor
            shall deliver to the Company and the U.S. Agent for  acknowledgement
            by the U.S.  Agent,  a Notice  of  Assignment  in the form  attached
            hereto as Schedule 1.

6.          Agent [INCLUDE ONLY IF ASSIGNOR IS AGENT].

            (a)
            The Assignee  hereby  appoints and  authorizes  the Assignor to take
            such action as agent on its behalf and to exercise such powers under
            the  Credit  Agreement  as are  delegated  to the U.S.  Agent by the
            Lenders pursuant to the terms of the Credit Agreement.

            (b)The Assignee shall assume no duties or obligations held by the
            Assignor in its capacity as U.S. Agent under the Credit Agreement.]

7.          Withholding Tax.

            The Assignee  agrees to comply with  Sections  3.02 and 10.10 of the
            Credit Agreement (if applicable).

8.          Representations and Warranties.

            (a)
            The Assignor  represents  and warrants  that (i) it is the legal and
            beneficial  owner of the interest being assigned by it hereunder and
            that such interest is free and clear of any lien,  security interest
            or other adverse  claim;  (ii) it is duly organized and existing and
            it has the full power and  authority  to take,  and has  taken,  all
            action necessary to

                                                     - 265 -


<PAGE>



            execute and deliver this Agreement and any other documents  required
            or permitted to be executed or  delivered by it in  connection  with
            this Agreement and to fulfill its  obligations  hereunder;  (iii) no
            notices to, or consents,  authorizations or approvals of, any person
            are required  (other than any already given or obtained) for its due
            execution,  delivery and  performance of this  Agreement,  and apart
            from any agreements or undertaking or filings required by the Credit
            Agreement,  no further  action by, or notice to, or filing with, any
            person  is   required  of  it  for  such   execution,   delivery  or
            performance;  and (iv) this  Agreement  has been duly  executed  and
            delivered  by it  and  constitutes  the  legal,  valid  and  binding
            obligation  of the  Assignor,  enforceable  against the  Assignor in
            accordance with the terms hereof,  subject,  as to  enforcement,  to
            bankruptcy, insolvency, moratorium, reorganization and other laws of
            general application  relating to or affecting  creditors' rights and
            to general equitable principles.

            (b)The Assignor makes no  representation  or warranty and assumes no
            responsibility  with  respect  to  any  statements,   warranties  or
            representations  made in or in connection with the Credit  Agreement
            or the execution, legality, validity,  enforceability,  genuineness,
            sufficiency or value of the Credit Agreement or any other instrument
            or  document  furnished  pursuant  thereto.  The  Assignor  makes no
            representation  or  warranty  in  connection  with,  and  assumes no
            responsibility with respect to, the solvency, financial condition or
            statements  of the  Company  or  any  Borrowing  Subsidiary,  or the
            performance   or   observance   by  the  Company  or  any  Borrowing
            Subsidiary,  of any of their respective obligations under the Credit
            Agreement  or  any  other   instrument  or  document   furnished  in
            connection therewith.

            (c)The  Assignee  represents  and  warrants  that  (i)  it  is  duly
            organized  and existing and it has full power and authority to take,
            and has taken,  all action  necessary  to execute and  deliver  this
            Agreement  and any  other  documents  required  or  permitted  to be
            executed or delivered by it in connection with this  Agreement,  and
            to fulfill its

                                                     - 266 -


<PAGE>



            obligations   hereunder;   (ii)  no   notices   to,   or   consents,
            authorizations  or approvals of, any person are required (other than
            any already given or obtained) for its due  execution,  delivery and
            performance  of this  Agreement;  and apart from any  agreements  or
            undertaking or filings required by the Credit Agreement,  no further
            action by, or notice to, or filing  with,  any person is required of
            it for such execution, delivery or performance; (iii) this Agreement
            has been duly  executed  and  delivered  by it and  constitutes  the
            legal,  valid and binding  obligation of the  Assignee,  enforceable
            against the Assignee in accordance  with the terms hereof,  subject,
            as  to   enforcement,   to   bankruptcy,   insolvency,   moratorium,
            reorganization and other laws of general application  relating to or
            affecting creditors' rights and to general equitable principles; and
            (iv) it is an Eligible Assignee.

9.          Further Assurances.

            The  Assignor  and the  Assignee  each hereby  agrees to execute and
            deliver  such  other  instruments,  and take such other  action,  as
            either  party  may  reasonably   request  in  connection   with  the
            transactions contemplated by this Agreement,  including the delivery
            of any notices or other  documents or  instruments to the Company or
            the  U.S.  Agent,  which  may be  required  in  connection  with the
            assignment and assumption contemplated hereby.



                                                     - 267 -


<PAGE>



10.         Miscellaneous.

            (a)     Any amendment or waiver of any  provision of this  Agreement
                    shall be in writing signed by the parties hereto. No failure
                    or delay by either  party  hereto in  exercising  any right,
                    power  or  privilege  hereunder  shall  operate  as a waiver
                    thereof  and any waiver of any breach of the  provisions  of
                    this Agreement shall be without prejudice to any rights with
                    respect to any other or further breach hereof.

            (b)     All  payments  made  hereunder  shall  be made  without  any
                    set-off or counterclaim.

            (c)     The Assignor  and the Assignee  shall each pay its own costs
                    and expenses  incurred in connection  with the  negotiation,
                    preparation, execution and performance of this Agreement.

            (d)     This Agreement may be executed in any number of counterparts
                    and all of such counterparts  taken together shall be deemed
                    to constitute one and the same instrument.

            (e)     THIS  AGREEMENT  SHALL  BE  GOVERNED  BY  AND  CONSTRUED  IN
                    ACCORDANCE  WITH  THE  LAW OF THE  STATE  OF  ILLINOIS.  The
                    Assignor and the Assignee  each  irrevocably  submits to the
                    non-exclusive
                    jurisdiction  of any Illinois State or Federal court sitting
                    in the city of Chicago,  Illinois  over any suit,  action or
                    proceeding  arising out of or relating to this Agreement and
                    irrevocably agrees that all claims in respect of such action
                    or proceeding  may be heard and  determined in such Illinois
                    State or Federal court.  Each party to this Agreement hereby
                    irrevocably waives, to the fullest extent it may effect-

                                                     - 268 -


<PAGE>



                    ively do so, the defense of an inconvenient forum to the
                    maintenance of such action or proceeding.

            (f)     THE ASSIGNOR AND THE ASSIGNEE EACH HEREBY KNOWINGLY,
                    VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHTS THEY
                    MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY
                    LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN
                    CONNECTION WITH THIS AGREEMENT, THE CREDIT
                    AGREEMENT, ANY RELATED DOCUMENTS AND AGREEMENTS OR
                    ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS
                    (WHETHER ORAL OR WRITTEN).

            [Other  provisions  to be added  as may be  negotiated  between  the
            Assignor and the  Assignee,  provided that such  provisions  are not
            inconsistent with the Credit Agreement.]

                                                     - 269 -


<PAGE>




            IN WITNESS  WHEREOF,  the Assignor and the Assignee have caused this
Assignment and  Acceptance  Agreement to be executed and delivered by their duly
authorized officers as of the date first above written.


                                               Assignor

                                               By:
                                               Title:

                                               Address:




                                               Assignee

                                               By:
                                               Title:

                                               Address:

                                                     - 270 -


<PAGE>



Schedule 1 to Exhibit N



         __________________, 19___


Bank of America National Trust
 and Savings Association,
 as U.S. Agent
1455 Market Street - 12th Floor
San Francisco, California 94103
Attention:  Agency Management

Alberto-Culver Company



Attention:

Ladies and Gentlemen:

         We refer to the  Multicurrency  Credit  Agreement dated as of September
11, 1997 (the "Credit Agreement") among Alberto-Culver  Company (the "Company"),
the  Borrowing  Subsidiaries  from time to time  parties  thereto,  the  Lenders
referred to therein, and Bank of America National Trust and Savings Association,
as U.S. Agent.  Terms defined in the Credit Agreement are used herein as therein
defined.


                                                     - 271 -


<PAGE>



         1. We hereby give you notice of, and request the consent of the Company
and the U.S. Agent to, the  assignment by  _______________  (the  "Assignor") to
________  (the  "Assignee")  of ___% of the  right,  title and  interest  of the
Assignor in and to the Credit  Agreement  (including,  without  limitation,  the
right,  title and  interest  of the  Assignor  in and to the  Commitment  of the
Assignor and all outstanding  Committed Loans made by the Assignor)  pursuant to
that certain  Assignment  and  Acceptance  Agreement,  dated ______,  19___ (the
"Assignment and Acceptance Agreement"),  by and between Assignor and Assignee, a
copy of which  Assignment and Acceptance  Agreement is attached  hereto.  Before
giving effect to such assignment the Assignor's Commitment is U.S.$_________ and
the  aggregate   principal   amount  of  its  outstanding   Committed  Loans  is
__________________1.

-------------------

         1 Specify aggregate amount in each Applicable Currency.



         2. The Assignee  agrees that, upon receiving the written consent of the
Company and the U.S. to such  assignment  and from and after the Effective  Date
(as  such  term  is  defined  in  Section  5 of the  Assignment  and  Acceptance
Agreement),  the  Assignee  will be bound by the terms of the Credit  Agreement,
with respect to the interest in the Credit Agreement assigned to it as specified
above,  as fully  and to the same  extent  as if the  Assignee  were the  Lender
originally holding such interest in the Credit Agreement.

         3. The following administrative details apply to the Assignee:


         (A)      Eurocurrency Lending Office:

                  Assignee name:

                                                     - 272 -


<PAGE>



                  Address:



                  Attention:
                  Telephone: (   )
                  Facsimile: (   )

         (B)      Eurocurrency Lending Office:

                  Assignee name:
                  Address:



                  Attention:
                  Telephone: (   )
                  Facsimile: (   )

         (C)      Notice Address:

                  Assignee name:
                  Address:



                  Attention:
                  Telephone: (   )
                  Facsimile: (   )


                                                     - 273 -


<PAGE>



         (D)      Payment Instructions:

                  Account No.:
                           At:




                  Reference:
                  Attention:




This Notice of  Assignment  may be executed by the  Assignor and the Assignee in
separate  counterparts,  each of which when so executed and  delivered  shall be
deemed to be an original and all of which taken  together  shall  constitute one
and the same notice and agreement.

Adjusted Commitment:       [ASSIGNOR]

$                 By

                                                            Title


Commitment:                         [ASSIGNEE]

$                 By

                                                            Title

                                                     - 274 -


<PAGE>




ACKNOWLEDGED this        day of
                       , 19  :

ALBERTO-CULVER COMPANY

By

Title

BANK OF AMERICA NATIONAL TRUST AND
  SAVINGS ASSOCIATION, as U.S. Agent

By

Title




                                                     - 275 -


<PAGE>