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             SECOND AMENDED AND RESTATED CREDIT AGREEMENT
                     Dated as of July 18, 1997

                              among


                      FAIRCHILD HOLDING CORP.
                           as Borrower


                        RHI HOLDINGS, INC.
                         as a Guarantor


                 THE INSTITUTIONS FROM TIME TO TIME
                     PARTY HERETO AS LENDERS

                 THE INSTITUTIONS FROM TIME TO TIME
                  PARTY HERETO AS ISSUING BANKS

                        CITICORP USA, INC.
                    as Administrative Agent
                     and Collateral Agent


                        NATIONSBANK, N.A.
                      as Syndication Agent

                              and

                      SALOMON BROTHERS INC
                     as Documentation Agent



    
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<PAGE>
                             ARTICLE I
                            DEFINITIONS

1.01.  Certain Defined Terms                          2
1.02.  Computation of Time Periods                   38
1.03.  Accounting Terms                              38
1.04.  Other Terms                                   38
1.05.  Dollar Equivalents                            39


                             ARTICLE II
                    AMOUNTS AND TERMS OF LOANS

2.01.  Revolving Credit and Term Loan Facilities     40
2.02.  General Terms                                 41
2.03.  Authorized Officers and Administrative Agent  43
2.04.  Use of Proceeds of Loans                      43


                             ARTICLE III
                          LETTERS OF CREDIT

3.01.  Letters of Credit                             44
3.02.  Transitional Provisions                       51
3.03.  Obligations Several                           51


                             ARTICLE IV
                     PAYMENTS AND PREPAYMENTS

4.01.  Prepayments; Reductions in Commitments        52
4.02.  Payments                                      54
4.03.  Promise to Repay; Evidence of Indebtedness    59
4.04.  Proceeds of Collateral; Concentration Account
       Arrangements                                  60
4.05.  Cash Collateral Account                       61
4.06.  Post-Default Withdrawals from the Concentration Account
       and Cash Collateral Account                   62


                          ARTICLE V
                      INTEREST AND FEES

5.01.  Interest on the Loans and other Obligations   64
5.02.  Special Provisions Governing Eurodollar Rate
       Loans                                         66
5.03.  Fees                                          68


                          ARTICLE VI
           CONDITIONS TO LOANS AND LETTERS OF CREDIT

6.01.  Conditions Precedent to the Initial Loans
       and Letters of Credit                         71
6.02.  Conditions Precedent to All Loans and Letters
       of Credit                                     73


                         ARTICLE VII
                 REPRESENTATIONS AND WARRANTIES

7.01.  Representations and Warranties of the Borrower
       and RHI                                       75


                          ARTICLE VIII
                       REPORTING COVENANTS

8.01. Financial Statements; Communications with
      Accountants                                    85
8.02. Events of Default                              88
8.03. Lawsuits                                       88
8.04. Schedules of Intercompany Transfers            89
8.05. Intentionally omitted                          89
8.06. Environmental Notices                          89
8.07. Other Reports                                  90
8.08. Other Information                              90
8.09. Borrowing Base Certificates                    91


                            ARTICLE IX
                       AFFIRMATIVE COVENANTS

9.01.  Corporate Existence, Etc                      92
9.02.  Corporate Powers; Conduct of Business         92
9.03.  Compliance with Laws, Etc.                    92
9.04.  Payment of Taxes and Claims; Tax
       Consolidation                                 92
9.05.  Insurance                                     93
9.06.  Inspection of Property; Books and Records;
       Discussions                                   93
9.07.  Insurance and Condemnation Proceeds           94
9.08.  ERISA Compliance                              95
9.09.  Foreign Employee Benefit Plan Compliance      95
9.10.  Intentionally omitted                         95
9.11.  Maintenance of Property                       95
9.12.  Condemnation                                  95
9.13.  Tax Allocation Agreement                      95
9.14.  Performance of Material Contracts             95
9.15.  Further Assurances; Appraisals                96


                          ARTICLE X
                      NEGATIVE COVENANTS

10.01.  Indebtedness                                 97
10.02.  Sales of Assets                              99
10.03.  Liens                                       101
10.04.  Investments                                 102
10.05.  Accommodation Obligations                   103
10.06.  Restricted Junior Payments                  104
10.07.  Conduct of Business; Accounting and Reporting
        Practices                                   107
10.08.  Transactions with Shareholders and
        Affiliates                                  107
10.09.  Restriction on Fundamental Changes          107
10.10.  Sales and Leasebacks                        108
10.11.  Margin Regulations; Securities Laws         108
10.12.  ERISA                                       108
10.13.  Issuance of Equity Securities               109
10.14.  Organizational Documents; Material
        Contractual Obligations                     109
10.15.  Bank Accounts                               110
10.16.  Fiscal Year; Fiscal Months                  110
10.17.  Transactions with Technologies Companies    110


                        ARTICLE XI
                   FINANCIAL COVENANTS

11.01.  Interest Coverage Ratio                     111
11.02.  Capital Expenditures                        111
11.03.  Minimum Net Worth                           111
11.04.  Indebtedness to EBITDA Ratio                111
11.05.  Minimum EBITDA                              112
11.06.  Mandatory Prepayment Tests                  112


                         ARTICLE XII
            EVENTS OF DEFAULT; RIGHTS AND REMEDIES

12.01.  Events of Default                           113
12.02.  Rights and Remedies                         116


                         ARTICLE XIII
                    THE ADMINISTRATIVE AGENT

13.01.  Appointment                                 119
13.02.  Nature of Duties                            119
13.03.  Rights, Exculpation, Etc                    120
13.04.  Reliance                                    121
13.05.  Indemnification                             121
13.06.  Citicorp Individually                       122
13.07.  Successor Administrative Agents             122
13.08.  Relations Among Lenders                     123
13.09.  Concerning the Collateral and the Loan
        Documents                                   123

<PAGE>
                      ARTICLE XIV
                   YIELD PROTECTION
14.01.  Taxes                                       126
14.02.  Increased Capital                           128
14.03.  Changes; Legal Restrictions                 129
14.04.  Illegality                                  130
14.05.  Compensation                                130
14.06.  Limitation on Additional Amounts Payable by
        the Borrower                                131
14.07.  Change in Lending Office                    131
14.08.  Judgment Currency                           131


                      ARTICLE XV
                    MISCELLANEOUS

15.01.  Assignments and Participations              133
15.02.  Expenses                                    135
15.03.  Indemnity                                   137
15.04.  Change in Accounting Principles             138
15.05.  Setoff                                      138
15.06.  Ratable Sharing                             139
15.07.  Amendments and Waivers                      140
15.08.  Notices                                     142
15.09.  Survival of Warranties and Agreements       142
15.10.  Failure or Indulgence Not Waiver; Remedies
        Cumulative                                  142
15.11.  Marshalling; Payments Set Aside             142
15.12.  Severability                                143
15.13.  Headings                                    143
15.14.  Governing Law                               143
15.15.  Limitation of Liability                     143
15.16.  Successors and Assigns                      143
15.17.  Certain Consents and Waivers of the Borrower143
15.18.  Counterparts; Effectiveness; Inconsistencies145
15.19.  Limitation on Agreements                    145
15.20.  Confidentiality                             145
15.21.  Entire Agreement                            146
15.22.  Advice of Counsel                           146
<PAGE>
       SECOND AMENDED AND RESTATED CREDIT AGREEMENT



     This Second Amended and Restated Credit Agreement dated as of
July 18, 1997 (as amended, supplemented or modified from time to
time, the "Agreement") is entered into among Fairchild Holding
Corp., a Delaware corporation ("Borrower"), RHI Holdings, Inc., a
Delaware corporation, the institutions from time to time a party
hereto as Lenders, whether by execution of this Agreement or an
Assignment and Acceptance, the institutions from time to time a
party hereto as Issuing Banks, whether by execution of this
Agreement or an Assignment and Acceptance or by appointment as
provided in this Agreement, and Citicorp USA, Inc., a Delaware
corporation ("Citicorp"), in its capacity as administrative agent
for the Lenders and the Issuing Banks hereunder (in such capacity,
the "Administrative Agent").


                   W I T N E S S E T H:

     WHEREAS, the Borrower entered into that certain Credit
Agreement dated as of March 13, 1996 with certain financial
institutions as "Lenders" and "Issuing Banks" and Citicorp in the
capacity as administrative agent for such "Lenders" and "Issuing
Banks" (the "Original Credit Agreement"), which Original Credit
Agreement was amended and restated in its entirety as evidenced by
that certain Amended and Restated Credit Agreement dated as of July
26, 1996 among the Borrower, certain financial institutions as
"Lenders" and "Issuing Banks" and Citicorp as administrative agent
for such "Lenders" and "Issuing Banks" (the "First Amended Credit
Agreement") pursuant to which Original Credit Agreement and First
Amended Credit Agreement certain loans have heretofore been made to
the Borrower and certain letters of credit have heretofore been
issued for the account of the Borrower and certain of its
Subsidiaries;

     WHEREAS, the Borrower has requested that the First Amended
Credit Agreement be amended to, among other things, increase the
financial accommodations afforded the Borrower thereunder and RHI,
in its capacity as a Guarantor, has agreed to become a party to
this Agreement;

     WHEREAS, in view of the foregoing, the Borrower, the "Lenders"
and "Issuing Banks" under the First Amended Credit Agreement, and
other financial institutions a party hereto as Lenders have agreed
to enter into this Agreement in order to (i) restate and amend the
terms and provisions of the First Amended Credit Agreement in their
entirety and (ii) set forth the terms and conditions under which
the Lenders will hereafter extend Loans and the Issuing Banks will
continue letters of credit issued under the Original Credit
Agreement and First Amended Credit Agreement and hereafter issue
Letters of Credit to or for the benefit of the Borrower and its
Subsidiaries; and

     WHEREAS, the parties hereto intend that this Agreement be
included within the definition of the term "Loan Facility" set
forth in the "11 7/8% Senior Subordinated Debenture Indenture" (as
defined in this Agreement);

       NOW, THEREFORE, the parties hereto hereby agree as follows:
  

                        ARTICLE I
                       DEFINITIONS

1.01.  Certain Defined Terms.  The following terms used in this
Agreement shall have the following meanings, applicable both to the
singular and the plural forms of the terms defined:

     "Accommodation Obligation" means any Contractual Obligation,
contingent or otherwise, of one Person with respect to any
Indebtedness, obligation or liability of another, if the primary
purpose or intent thereof by the Person incurring the Accommodation
Obligation is to provide assurance to the obligee of such
Indebtedness, obligation or liability of another that such
Indebtedness, obligation or liability will be paid or discharged,
or that any agreements relating thereto will be complied with, or
that the holders thereof will be protected (in whole or in part)
against loss in respect thereof including, without limitation,
direct and indirect guarantees, endorsements (except for collection
or deposit in the ordinary course of business), notes co-made or
discounted, recourse agreements, take-or-pay agreements, keep-well
agreements, put options, agreements to purchase or repurchase such
Indebtedness, obligation or liability or any security therefor or
to provide funds for the payment or discharge thereof, agreements
to maintain solvency, assets, level of income, or other financial
condition, and agreements to make payment other than for value
received.  The amount of any Accommodation Obligation shall be
equal to the amount of the Indebtedness, obligation or liability so
guaranteed or otherwise supported; provided, that (i) if the
liability of the Person extending such guaranty or support is
limited with respect thereto to an amount less than the
Indebtedness, obligation or liability guaranteed or supported, or
is limited to recourse against a particular asset or assets of such
Person, the amount of the corresponding Accommodation Obligation
shall be limited (in the case of a guaranty or other support
limited by amount) to such lesser amount or (in the case of a
guaranty or other support limited by recourse to a particular asset
or assets) to the higher of the Fair Market Value of such asset or
assets at the date for determination of the amount of the
Accommodation Obligation or the value at which such asset or assets
would, in conformity with GAAP, be reflected on or valued for the
purposes of preparing a consolidated balance sheet of such Person
as at such determination date; and (ii) if any obligation or
liability is guaranteed or otherwise supported jointly and
severally by a Person and others, then the amount of the obligation
or liability of such Person with respect to such guaranty or other
support to be included in the amount of such Person's Accommodation
Obligation shall be the whole principal amount so guaranteed or
otherwise supported.

     "Administrative Agent" means Citicorp and each successor
Administrative Agent appointed pursuant to the terms of Article
XIII of this Agreement.

     "Affiliate", as applied to any Person, means any other Person
that directly or indirectly controls, is controlled by, or is under
common control with, that Person.  For purposes of this definition,
"control" (including, with correlative meanings, the terms
"controlling", "controlled by" and "under common control with"), as
applied to any Person, means the possession, directly or
indirectly, of the power to vote ten percent (10.0%) or more of the
Securities having voting power for the election of directors of
such Person or otherwise to direct or cause the direction of the
management and policies of that Person, whether through the
ownership of voting Securities or by contract or otherwise.

     "Agreement" is defined in the preamble hereto.

     "Applicable Lending Office" means, with respect to a
particular Lender, its Eurodollar Lending Office in respect of
provisions relating to Eurodollar Rate Loans and its Domestic
Lending Office in respect of provisions relating to Base Rate
Loans.

     "Appraised Value" means (i) with respect to Equipment, the
orderly liquidation value determined by the appraisers identified
on Schedule 1.01.1 attached hereto and made a part hereof in the
equipment appraisals identified on such Schedule and (ii) with
respect to Real Property, the value determined by the appraisers
identified on Schedule 1.01.1 in the real estate appraisals
identified on such Schedule.

     "Assignment and Acceptance" means an Assignment and Acceptance
in substantially the form of Exhibit A attached hereto and made a
part hereof (with blanks appropriately completed) delivered to the
Administrative Agent in connection with an assignment of a Lender's
interest under this Agreement in accordance with the provisions of
Section 15.01.

     "Availability" means, at any time of determination thereof,
the amount by which the lesser of (i) the amount by which the
Revolving Credit Commitments at such time exceeds the sum of (a)
the Revolving Credit Obligations at such time plus (b) the
outstanding balance of Protective Advances at such time or (ii) the
amount by which the Borrowing Base at such time exceeds the sum of
(a) the Revolving Credit Obligations at such time plus (b) the
outstanding balance of Protective Advances at such time plus (c)
the outstanding balance of the Term Loans at such time.

     "Bankruptcy Code" means Title 11 of the United States Code (11
U.S.C. '' 101 et seq.), as amended from time to time, and any
successor statute.

     "Banner" means Banner Aerospace, Inc., a Delaware corporation.

     "Banner Preferred" means Series A Convertible Paid-in-Kind
Preferred Stock of Banner, par value $.01 per share, and having a
liquidation value of $9.20 per share.

     "Base Eurodollar Rate" means, with respect to any Eurodollar
Interest Period applicable to a Borrowing of Eurodollar Rate Loans,
an interest rate per annum determined by the Administrative Agent
to be the average (rounded upward to the nearest whole multiple of
one sixteenth of one percent (0.0625%) per annum if such average is
not such a multiple) of the rates per annum specified by notice to
the Administrative Agent by Citibank as the rate per annum at which
deposits in Dollars are offered by the principal office of Citibank
in London, England to major banks in the London interbank market at
approximately 11:00 a.m. (London time) on the Eurodollar Interest
Rate Determination Date for such Eurodollar Interest Period for a
period equal to such Eurodollar Interest Period and in an amount
substantially equal to the amount of the Eurodollar Rate Loan to be
outstanding from Citicorp for such Eurodollar Interest Period.

     "Base Rate" means, for any period, a fluctuating interest rate
per annum as shall be in effect from time to time, which rate per
annum shall at all times be equal to the higher of:

     (i)  the rate of interest announced publicly by  Citibank in
New York, New York from time to time, as Citibank's base rate; and 

     (ii)  the sum of (a) one-half of one percent (0.50%) per annum
plus (b) the Federal Funds Rate in effect from time to time during
such period.

     "Base Rate Loans" means all Loans which bear interest at a
rate determined by reference to the Base Rate and Base Rate Margin
as provided in Section 5.01(a).

     "Base Rate Margin" means a rate equal to two percent (2.00%)
per annum.

     "Benefit Plan" means a defined benefit plan as defined in
Section 3(35) of ERISA (other than a Multiemployer Plan or Foreign
Employee Benefit Plan) in respect of which the Borrower or any
ERISA Affiliate is, or within the immediately preceding five (5)
years was, an "employer" as defined in Section 3(5) of ERISA.

     "Borrower" is defined in the preamble hereto.

     "Borrowing" means a borrowing consisting of Loans of the same
type made, continued or converted on the same day and, in the case
of Eurodollar Rate Loans, having the same Eurodollar Interest
Period.

     "Borrowing Base" means, as of any date of determination, an
amount designated on a Borrowing Base Certificate dated as of such
date of determination, equal to the sum of up to:

     (i) eighty-five percent (85%) of Eligible Receivables plus

     (ii) sixty percent (60%) of Eligible Inventory (calculated at
the lesser of cost or market value on a first-in-first-out basis)
plus

     (iii) seventy percent (70%) of the Appraised Value of
Equipment comprising part of the Collateral against which the
Administrative Agent has perfected a senior Lien plus

     (iv) fifty percent (50%) of the Appraised Value of Real
Property comprising part of the Collateral against which the
Administrative Agent has perfected a senior Lien plus,

prior to the earlier to occur of December 31, 1998 or the date on
which the Term Loans are repaid in full and the Revolving Credit
Commitments are less than or equal to $52,000,000 and provided that
the issuer of the Capital Stock described below has not filed, or
had filed against it, any proceeding in bankruptcy or is otherwise
being liquidated or dissolved, 

     (v) the sum of

     (a) fifty percent (50%) of the market value, as stated on the
applicable Borrowing Base Certificate, of the common Capital Stock
of Banner which comprises part of the Collateral, plus

     (b) fifty percent (50%) of the market value, as stated on the
applicable Borrowing Base Certificate, of the common Capital Stock
of STFI which comprises part of the Collateral or STFI Substituted
Stock which comprises part of the Collateral, plus

     (c) fifty percent (50%) of the market value, as stated on the
applicable Borrowing Base Certificate, of the common Capital Stock
of Shared Technologies Cellular, Inc. which comprises part of the
Collateral, plus

     (d) sixty-five percent (65%) of the liquidation value of the
Banner Preferred which comprises part of the Collateral, plus

     (e) sixty-five percent (65%) of the greater of (1) the amount
of the "Liquidation Preference" (as defined in the certificate of
designation for the STFI Series I Preferred) plus the "Additional
Amount" (as defined in the certificate of designation for the STFI
Series I Preferred) for the STFI Series I Preferred which comprises
part of the Collateral or (2) the "Conversion Price" (as defined in
the certificate of designation for the STFI Series I Preferred) for
the STFI Series I Preferred which comprises part of the Collateral,
plus

      (f) sixty-five percent (65%) of the amount of the
"Liquidation Preference" (as defined in the certificate of
designation for the STFI Series J Preferred) for the STFI Series J
Preferred which comprises part of the Collateral.

For purposes of this definition, Eligible Receivables and Eligible
Inventory shall be determined after deduction of all Eligibility
Reserves then in effect.

     "Borrowing Base Certificate" means a certificate, in
substantially the form of Exhibit B attached hereto and made a part
hereof, setting forth, as of the end of each Fiscal Month, Eligible
Receivables, Eligible Inventory, the Appraised Value of Equipment
comprising part of the Collateral and Appraised Value of Real
Property comprising part of the Collateral, the market value of the
common Capital Stock of Banner, STFI (or STFI Substituted Stock),
and Shared Technologies Cellular, Inc. (in each instance as
determined based on the average closing price for the five (5) days
immediately preceding the date of the certificate), the liquidation
value of the Banner Preferred, and, if applicable, the values of
the STFI Series I Preferred and the STFI Series J Preferred
described in the definition of "Borrowing Base", the respective
advance percentages with respect to each of the foregoing, and the
calculation of the resultant Borrowing Base as of the date of such
certificate.

     "Business Activity Report" means (A) a Notice of Business
Activities Report from the State of New Jersey Division of Taxation
or (B) a Minnesota Business Activity Report from the Minnesota
Department of Revenue.
     "Business Day" means a day, in the applicable local time,
which is not a Saturday or Sunday or a legal holiday and on which
banks are not required or permitted by law or other governmental
action to close (i) in New York, New York, (ii) in the case of
Eurodollar Rate Loans, in London, England and (iii) in the case of
Letter of Credit transactions for a particular Issuing Bank, in the
place where its office for issuance or administration of the
pertinent Letter of Credit is located.

     "Capital Expenditures" means, for any period, the aggregate of
all expenditures (whether paid in cash or other Property or accrued
as a liability (but without duplication)) during such period that,
in conformity with GAAP, are required to be included in or
reflected by the Borrower's or any of its Subsidiaries' fixed asset
accounts as reflected in the consolidated balance sheet of the
Borrower and its Subsidiaries; provided, however, (i) Capital
Expenditures shall include, whether or not such a designation would
be in conformity with GAAP, that portion of Capital Leases which is
capitalized on the consolidated balance sheet of the Borrower and
its Subsidiaries and (ii) Capital Expenditures shall exclude,
whether or not such a designation would be in conformity with GAAP,
expenditures made in connection with the replacement or restoration
of Property, to the extent reimbursed or financed from insurance or
other recoveries received on account of the loss of or damage to
the Property being replaced or restored or from condemnation awards
arising from the taking by condemnation or eminent domain of such
Property being replaced.

     "Capital Lease" means any lease of any property (whether real,
personal or mixed) by a Person as lessee which, in conformity with
GAAP, is accounted for as a capital lease on the balance sheet of
that Person.

     "Capital Stock" means, with respect to any Person, any capital
stock of such Person, regardless of class or designation, and all
warrants, options, purchase rights, conversion or exchange rights,
voting rights, calls or claims of any character with respect
thereto.

     "Cash" means money, currency, or a credit balance in a Deposit
Account.

     "Cash Collateral" means cash or Cash Equivalents held by the
Administrative Agent, any of the Issuing Banks, or any of the
Lenders as security for the Obligations. 

     "Cash Collateral Account" means an interest bearing account at
Citibank's offices in New York, New York designated by the
Administrative Agent into which Cash Collateral shall be deposited. 
The Cash Collateral Account shall be under the sole dominion and
control of the Administrative Agent, provided that all amounts
deposited therein shall be held by the Administrative Agent for the
benefit of the Holders and shall be subject to the terms of
Sections 4.05 and 4.06.

     "Cash Equivalents" means (i) marketable direct obligations
issued or unconditionally guaranteed by the United States govern-
ment and backed by the full faith and credit of the United States
government; (ii) marketable direct obligations issued by any state
of the United States or any political subdivision of any such state
or any public instrumentality thereof which, at the time of
acquisition thereof, are rated either A-1 (or better) by Standard
& Poor's Rating Group, a division of McGraw-Hill, Inc. ("S&P") or
P-1 (or better) by Moody's Investors Service, Inc. (or if not then
rating such obligations, the highest rating obtainable from such
other nationally recognized rating services as are reasonably
acceptable to the Administrative Agent); (iii) commercial paper
which, at the time of acquisition thereof, is rated either A-1 (or
better) by S&P or P-1 (or better) by Moody's Investors Service,
Inc. (or if not then rating such obligations, the highest rating
obtainable from such other nationally recognized rating services as
are reasonably acceptable to the Administrative Agent); (iv)
domestic certificates of deposit and time deposits, bankers'
acceptances and floating rate certificates of deposit issued by any
Lender or any commercial bank organized under the laws of the
United States, any state thereof, or the District of Columbia and
having a combined capital and surplus in excess of $250,000,000,
which, at the time of acquisition, are rated A-1 (or better) by S&P
or P-1 (or better) by Moody's Investors Service, Inc.; and (v) any
agreement involving U.S. Government securities, certificates of
deposit or "eligible" bankers' acceptances which provides for the
transfer of such securities against payment in funds and which
contains an agreement by the seller to repurchase the securities at
a specified date not more than ninety (90) days after the date of
such agreement; provided, that the maturities of such Cash Equiva-
lents shall not exceed ninety (90) days.

     "Cash Interest Expense" means, for any Person for any period,
total interest expense of such Person and its Subsidiaries, whether
paid or accrued, but without duplication, (including, without
limitation, the interest component of Capital Leases, all
commissions, discounts and other fees and charges owed with respect
to letters of credit and bankers' acceptance financing and net of
the difference between payments received by such Person on all
Hedge Agreements and payments made by such Person on all Hedge
Agreements; and excluding, interest expense not payable in cash
(including amortization of discount and fees) and interest expense
with respect to liabilities which are not Indebtedness), which is
payable in cash, all as determined in conformity with GAAP except
to the extent adjustments with respect to Hedge Agreements would
not be in conformity with GAAP.

     "CERCLA" means the Comprehensive Environmental Response,
Compensation and Liability Act of 1980, 42 U.S.C. '' 9601 et seq.,
any amendments thereto, any successor statutes, and any regulations
promulgated thereunder.

     "Change of Control" means either of (i) Jeffrey J. Steiner and
his "associates" (as defined in the Securities Exchange Act)
ceasing to control the voting power attendant to at least forty
percent (40%) (on a fully diluted basis) of the voting Capital
Stock of TFC at any time when any other Person controls the voting
power attendant to ten percent (10%) or more (on a fully diluted
basis) of the voting Capital Stock of TFC or (ii) TFC ceasing to
control the voting power attendant to at least fifty percent (50%)
of the Capital Stock of the Borrower, RHI and the other Guarantors.

     "Citibank" means Citibank, N.A., a national banking
association.

     "Citicorp" is defined in the preamble hereto.

     "Claim" means any claim or demand, by any Person, of
whatsoever kind or nature for any alleged Liabilities and Costs,
whether based in contract, tort, implied or express warranty,
strict liability, criminal or civil statute, Permit, ordinance or
regulation, common law or otherwise.

     "Collateral" means all property and interests in property now
owned or hereafter acquired by RHI, the Borrower or any of the
Borrower's Subsidiaries upon which a Lien is granted under any of
the Loan Documents.  

     "Collection Account" means each lockbox and blocked depository
account maintained by the Borrower or any Guarantor subject to a
Collection Account Agreement for the collection of Receivables and
other proceeds of Collateral.

     "Collection Account Agreement" means a written agreement,
substantially in the form attached hereto as Exhibit C with such
modifications as the Administrative Agent, from time to time, deems
acceptable, among the Borrower or a Guarantor, the Administrative
Agent, and the respective bank at which the Borrower or Guarantor
maintains a Collection Account.

     "Commercial Letter of Credit" means any documentary letter of
credit issued by an Issuing Bank pursuant to Section 3.01 for the
account of the Borrower or for the account of any of the Domestic
Subsidiaries if the Borrower is jointly and severally liable for
reimbursement of amounts drawn under such letter of credit, which
is drawable upon presentation of documents evidencing the sale or
shipment of goods purchased by the Borrower or such Domestic
Subsidiary in the ordinary course of its business.

     "Commission" means the Securities and Exchange Commission and
any Person succeeding to the functions thereof.
     "Commitment Fee" is defined in Section 5.03(c).

     "Commitment Letter" means that certain letter addressed to the
Borrower from Citicorp Securities, Inc., NationsBank, N.A., Salomon
Brothers Inc, and Salomon Brothers Holding Company Inc dated June
16, 1997 and accepted by the Borrower on June 18, 1997.

     "Compliance Certificate" is defined in Section 8.01(d)(ii).

     "Concentration Account" means the depository account
maintained at Citibank in New York, New York, or such other
financial institution designated for such purpose by the
Administrative Agent into which collections of Receivables of the
Borrower and the Domestic Subsidiaries, other proceeds of
Collateral and other amounts are transferred pursuant to the terms
of the Collection Account Agreements or otherwise as described in
Section 4.04.

     "Consolidated Fixed Charge Coverage Ratio" means, for any
period, the ratio of (i) EBITDA of TFC for such period minus taxes
paid by TFC and its Subsidiaries in cash in such period minus
Capital Expenditures made by TFC and its Subsidiaries in such
period to (ii) the sum of (a) Cash Interest Expense of TFC for such
period plus (b) the amount paid by TFC in dividends in such period
plus (c) the amount of all scheduled principal payments paid in
such period other than sinking fund payments on Indebtedness for
borrowed money of TFC paid, directly or indirectly, from the
proceeds of Loans or by tender for cancellation of Securities
evidencing such Indebtedness for borrowed money of TFC.

     "Consolidated Indebtedness to EBITDA Ratio" means, for any
period, the ratio of (i) Indebtedness for borrowed money of TFC and
its Subsidiaries (other than Banner and STFI) to (ii) EBITDA of
TFC.

     "Contaminant" means any waste, pollutant, hazardous substance,
toxic substance, hazardous waste, special waste, petroleum or
petroleum-derived substance or waste, radioactive materials,
asbestos (in any form or condition), polychlorinated biphenyls
(PCBs), lead paint, or any constituent of any such substance or
waste, and includes, but is not limited to, these terms as defined
in federal, state or local laws or regulations.

     "Contingent Fee" is defined in Section 5.03(d).

     "Contractual Obligation", as applied to any Person, means any
provision of any Securities issued by that Person or any indenture,
mortgage, deed of trust, security agreement, pledge agreement,
guaranty, contract, undertaking, agreement or instrument to which
that Person is a party or by which it or any of its properties is
bound, or to which it or any of its properties is subject.

     "Cure Loans" is defined in Section 4.02(f)(iii).

     "Customary Permitted Liens" means 

     (i)  Liens (other than Environmental Liens and Liens in favor
of the PBGC) with respect to the payment of taxes, assessments or
governmental charges in all cases which are not yet due or which
are being contested in good faith by appropriate proceedings and
with respect to which adequate reserves or other appropriate
provisions are being maintained in accordance with GAAP;

     (ii)  statutory Liens of landlords and Liens of suppliers,
mechanics, carriers, materialmen, warehousemen or workmen and other
Liens imposed by law created in the ordinary course of business for
amounts not yet due or which are being contested in good faith by
appropriate proceedings and with respect to which adequate reserves
or other appropriate provisions are being maintained in accordance
with GAAP;

     (iii)  Liens (other than any Lien in favor of the PBGC)
incurred or deposits made in the ordinary course of business in
connection with worker's compensation, unemployment insurance or
other types of social security benefits or to secure the
performance of bids, tenders, sales, contracts (other than for the
repayment of borrowed money), surety, appeal and performance bonds;
provided that (A) all such Liens do not in the aggregate materially
detract from the value of Borrower's or any of its Subsidiaries'
assets or Property or materially impair the use thereof in the
operation of their respective businesses, and (B) all Liens of
attachment or judgment and Liens securing bonds to stay judgments
or in connection with appeals do not secure at any time an aggre-
gate amount exceeding $1,000,000; and

     (iv)  Liens arising with respect to zoning restrictions,
easements, licenses, reservations, covenants, rights-of-way,
utility easements, building restrictions and other similar charges
or encumbrances on the use of Real Property which do not interfere
with the ordinary conduct of the business of the Borrower or any of
its Subsidiaries.

     "Deposit Account" means a demand, time, savings, passbook or
like account with a bank, savings and loan association, credit
union or like organization, other than an account evidenced by a
negotiable certificate of deposit.

     "Designated Prepayment" means each mandatory prepayment
required by clauses (i), (ii), and (iii) of Section 4.01(b).

    "Documentation Agent" means Salomon Brothers Inc.

    "DOL" means the United States Department of Labor and any
Person succeeding to the functions thereof.

     "Dollars" and "$" mean the lawful money of the United States.

     "Domestic Lending Office" means, with respect to any Lender,
such Lender's office, located in the United States, specified as
the "Domestic Lending Office" under its name on the signature pages
hereof or on the Assignment and Acceptance by which it became a
Lender or such other United States office of such Lender as it may
from time to time specify by written notice to the Borrower and the
Administrative Agent.

     "Domestic Subsidiaries" means those Subsidiaries of the
Borrower domiciled within the United States of America, its states,
districts and possessions.

     "EBITDA" means, for any Person for any period, the amount
calculated, without duplication, for such period as (i) the sum of
amounts for such period of such Person's (a) Net Income plus (b)
depreciation, amortization expense and other non-cash charges plus
(c) all interest expense determined in accordance with GAAP plus
(d) federal, state, local and foreign income taxes deducted from
Net Income in accordance with GAAP plus (e) minority interest in
earnings of Subsidiaries of such Person deducted from Net Income in
accordance with GAAP minus (ii) extraordinary gains (or plus
extraordinary losses) from asset sales calculated pursuant to GAAP
for such period to the extent such gains or losses were included in
the calculation of Net Income minus interest or investment income.
For purposes of calculating EBITDA, in addition to the
determination of Net Income as set forth in the definition of such
term, where applicable, Banner and STFI shall be accounted for
using the equity method of accounting and excluding the equity in
earnings of Banner and STFI.

     "Effective Date" means July 18, 1997.

     "11 7/8% Senior Subordinated Debenture Indenture" means the
Indenture between Rexnord Acquisition Corp. and Irving Trust
Company, as trustee, dated as of March 2, 1987, pursuant to which
Senior Subordinated Debentures in the aggregate original principal
amount of $126,000,000 were issued, as supplemented by the First
Supplemental Indenture dated as of July 1, 1987 between Rexnord
Corporation and Irving Trust Company, as trustee, and the Second
Supplemental Indenture dated as of August 16, 1988, between RHI and
Irving Trust Company, as trustee.

     "Eligible Assignee" means (i) a Lender or any Affiliate
thereof; (ii) a commercial bank having total assets in excess of
$2,500,000,000; (iii) the central bank of any country which is a
member of the Organization for Economic Cooperation and
Development; or (iv) a finance company, insurance company, other
financial institution or fund, acceptable to the Administrative
Agent, which is regularly engaged in making, purchasing or
investing in loans and having total assets in excess of
$300,000,000.

     "Eligible Inventory" means, as of the date of determination
therefor, all Inventory of the Borrower which, when scheduled to
the Administrative Agent and at all times thereafter, does not
consist of:

     (i) work-in-process unless specifically approved by the
Administrative Agent; or

     (ii) obsolete goods or goods otherwise not currently saleable
in the ordinary course of the Borrower's business; or

     (iii) damaged or rejected goods; or

     (iv) goods not located at one of the Borrower's manufacturing,
warehouse or distribution facilities located within the United
States and set forth on Schedule 1.01.2 attached hereto and made a
part hereof or such other location of the Borrower of which the
Administrative Agent is notified in writing in accordance with the
requirements of the Loan Documents; or

     (v) goods in transit; or

     (vi) packaging materials, labels, name plates or supplies; or

     (vii) returned goods; or

     (viii) goods held on consignment or any similar arrangement,
including, without limitation, goods held by the Borrower but owned
by a customer of the Borrower; or

     (ix) goods (a) with respect to which the Administrative Agent
does not have a senior perfected security interest or (b) which, if
located on premises which are not owned by the Borrower, are
subject to a Lien in favor of a landlord, bailee, or consignee and
a landlord's waiver, bailee agreement, or consignee agreement in
form and substance satisfactory to the Administrative Agent has not
been obtained with respect to such Lien and the Administrative
Agent's rights with respect to the goods located on such premises.

     "Eligible Receivables" means each Receivable of the Borrower
which, when scheduled to the Administrative Agent and at all times
thereafter, is not of any of the types set forth below:


     (i)  it is due or unpaid more than ninety (90) days after the
date of the original invoice issued by the Borrower with respect to
the sale giving rise thereto; or  

     (ii)  it arises out of a sale not made in the ordinary course
of the Borrower's business or a sale to a Person which is an
Affiliate of the Borrower or controlled by an Affiliate of the
Borrower; or

     (iii)  it fails to meet or violates any warranty,
representation or covenant contained in this Agreement or any of
the other Loan Documents relating directly or indirectly to the
Receivables of the Borrower; or

     (iv)  the account debtor is also the Borrower's supplier or
creditor and the Receivable is or may become subject to any right
of setoff by the account debtor, and such account debtor has not
entered into an agreement with the Administrative Agent with
respect to the waiver of rights of setoff which is in form and
substance satisfactory to the Administrative Agent; or the account
debtor has disputed liability with respect to such Receivable, or
made any claim with respect to any other Receivable due from such
account debtor to the Borrower, in which case the Receivable shall
be ineligible to the extent of such dispute, claim or setoff; or

     (v)  the account debtor has filed a petition for bankruptcy or
any other petition for relief under the Bankruptcy Code or any
similar statute (unless the account debtor is a
debtor-in-possession in a Chapter 11 case and has available
debtor-in-possession financing from sources and under terms
reasonably acceptable to the Administrative Agent and the
Receivable is entitled to priority under Section 507 of the
Bankruptcy Code as an administrative expense allowed under Section
503(b) of the Bankruptcy Code), made an assignment for the benefit
of creditors, or if any petition or other application for relief
under the Bankruptcy Code or any similar statute has been filed
against the account debtor, or if the account debtor has failed,
suspended its business operations, become insolvent, suffered a
receiver or a trustee to be appointed for any of its assets or
affairs, or is generally failing to pay its debts as they become
due; or

     (vi)  the sale is to an account debtor outside the United
States, unless the account debtor's obligations (or that portion of
such obligations which is acceptable to the Administrative Agent)
with respect to such sale is secured by a letter of credit,
guaranty or eligible bankers' acceptance having terms, and from
such issuers and confirmation banks, as are acceptable to the
Administrative Agent; or

     (vii)  the sale is on a bill-and-hold, guaranteed sale,
sale-and-return, sale on approval, consignment, or any other
repurchase or return basis; or

     (viii)  the Administrative Agent believes, in the exercise of
its reasonable credit judgment, that collection of such Receivable
is insecure or that such Receivable may not be paid by reason of
the account debtor's financial inability to pay; or

     (ix)  the account debtor is the United States of America or
any department, agency or instrumentality thereof, unless the
Borrower or its applicable Subsidiary assigns its right to payment
of such Receivable to the Administrative Agent pursuant to the
Assignment of Claims Act of 1940, as amended, (31 U.S.C. ' 3727);
or

     (x)  the goods, the sale of which has given rise to such
Receivable, have not been shipped and delivered to and accepted by
the account debtor or the services, the performance of which has
given rise to such Receivable, have not been performed by the
Borrower and accepted by the account debtor; or

     (xi)  the Receivable(s) of the respective account debtor
exceed(s) a credit limit determined by the Agent, in the exercise
of its reasonable credit judgment, at any time or times hereafter,
in which case such Receivable(s) shall be ineligible to the extent
such Receivable(s) exceed(s) such limit; or

     (xii)  the Administrative Agent does not have a senior
perfected security interest in such Receivable; or 

     (xiii)  the account debtor is located in the state of New
Jersey or Minnesota and the Borrower has not filed and maintained
effective (unless exempt from the requirements for filing) a
current Business Activity Report with the appropriate Governmental
Authority in the states of Minnesota and/or New Jersey, as
applicable; or

     (xiv)  the Receivable(s) of the respective account debtor
exceed(s) twenty percent (20%) of the aggregate Receivables of all
account debtors of the Borrower, in which case the Receivable(s) in
excess of such twenty percent (20%) shall be ineligible; provided,
however that such limitation shall not apply to Receivables owing
by The Boeing Company or Airbus Industrie.

     "Eligibility Reserves" means, as of three (3) Business Days
after the date of written notice of any determination thereof to
the Borrower by the Administrative Agent, such amounts as the
Administrative Agent, in the exercise of its reasonable credit
judgment, may from time to time establish against the gross amounts
of Eligible Receivables and Eligible Inventory to reflect material
changes in risks or contingencies arising after the Effective Date
which may affect such items.

     "Environmental, Health or Safety Requirements of Law" means
all Requirements of Law derived from or relating to any  federal,
state or local law, ordinance, rule, regulation, Permit, license or
other binding determination of any Governmental Authority relating
to, imposing liability or standards concerning, or otherwise
addressing, the environment, health and/or safety, including, but
not limited to the Clean Air Act, the Clean Water Act, CERCLA,
RCRA, any so-called "Superfund" or "Superlien" law, the Toxic
Substances Control Act, OSHA, and public health codes, each as from
time to time in effect.

     "Environmental Lien" means a Lien in favor of any Governmental
Authority for any (i) liabilities under any Environmental, Health
or Safety Requirement of Law, or (ii) damages arising from, or
costs incurred by such Governmental Authority in response to, a
Release or threatened Release of a Contaminant into the environ-
ment.

     "Equipment" means, with respect to any Person, all of such
Person's present and future (i) equipment, including, without
limitation, machinery, manufacturing, distribution, selling, data
processing and office equipment, assembly systems, tools, molds,
dies, fixtures, appliances, furniture, furnishings, vehicles,
vessels, aircraft, aircraft engines, and trade fixtures, (ii) other
tangible personal property (other than such Person's Inventory),
and (iii) any and all accessions, parts and appurtenances attached
to any of the foregoing or used in connection therewith, and any
substitutions therefor and replacements, products and proceeds
thereof.

     "ERISA" means the Employee Retirement Income Security Act of
1974, 29 U.S.C. '' 1000 et seq., any amendments thereto, any
successor statutes, and any regulations or guidance promulgated
thereunder.

     "ERISA Affiliate" means (i) any corporation which is a member
of the same controlled group of corporations (within the meaning of
Section 414(b) of the Internal Revenue Code) as the Borrower; (ii)
a partnership or other trade or business (whether or not
incorporated) which is under common control (within the meaning of
Section 414(c) of the Internal Revenue Code) with the Borrower; and
(iii) a member of the same affiliated service group (within the
meaning of Section 414(m) of the Internal Revenue Code) as the
Borrower, any corporation described in clause (i) above or any
partnership or trade or business described in clause (ii) above.

     "ERISA Event" means (i) the occurrence with respect to a Plan
of a Reportable Event, (ii) the provision by the administrator of
any Plan of a notice of intent to terminate such Plan, pursuant to
Section 4041(a)(2) of ERISA (including any such notice with respect
to a plan amendment referred to in Section 4041(e) of ERISA), (iii)
the cessation of operations at a facility of the Borrower or any
ERISA Affiliate in the circumstances described in Section 4062(e)
of ERISA, (iv) the withdrawal by the Borrower or an ERISA Affiliate
from a Multiemployer Plan during a plan year for which it was a
substantial employer, as defined in Section 4001(a)(2) of ERISA,
(v) the conditions set forth in Section 302(f)(1)(A) and (B) of
ERISA to the creation of a Lien upon Property or rights to Property
of the Borrower or any ERISA Affiliate for failure to make a
required payment to a Plan are satisfied, (vi) the adoption of an
amendment to a Plan requiring the provision of security to such
Plan, pursuant to Section 307 of ERISA, or (vii) the institution by
the PBGC of proceedings to terminate a Plan, pursuant to Section
4042 of ERISA, or the occurrence of any event or condition
described in Section 4042 of ERISA that constitutes grounds for the
termination of, or the appointment of a trustee to administer, a
Plan.

     "Eurodollar Affiliate" means, with respect to each Lender, the
Affiliate of such Lender (if any) set forth below such Lender's
name under the heading "Eurodollar Affiliate" on the signature
pages hereof or on the signature pages of the Assignment and
Acceptance by which it became a Lender or such Affiliate of a
Lender as it may from time to time specify by written notice to the
Borrower and the Administrative Agent.

     "Eurodollar Interest Payment Date" means, with respect to any
Eurodollar Rate Loan, the last day of each Eurodollar Interest
Period applicable to such Loan and, if such applicable Eurodollar
Interest Period is longer than three (3) months in duration, on the
first Business Day of each successive three (3) month period
commencing with the first such day following the day on which such
Eurodollar Rate Loan was made, continued or converted and ending
with the first Business Day of the three (3) month period ending on
the last day of the applicable Eurodollar Interest Period.  

     "Eurodollar Interest Period" is defined in Section 5.02(b).
     "Eurodollar Interest Rate Determination Date" is defined in
Section 5.02(c).

     "Eurodollar Lending Office" means, with respect to any Lender,
the office or offices of such Lender (if any) set forth below such
Lender's name under the heading "Eurodollar Lending Office" on the
signature pages hereof or on the signature pages of the Assignment
and Acceptance by which it became a Lender (or, if no such office
is specified, its Domestic Lending Office), or such office or
offices of such Lender as it may from time to time specify by
written notice to the Borrower and the Administrative Agent.

     "Eurodollar Rate" means, with respect to any Eurodollar Inter-
est Period applicable to a Eurodollar Rate Loan, an interest rate
per annum obtained by dividing (i) the Base Eurodollar Rate
applicable to that Eurodollar Interest Period by (ii) a percentage
equal to 100% minus the Eurodollar Rate Reserve Percentage in
effect on the relevant Eurodollar Interest Rate Determination Date.

     "Eurodollar Rate Loans" means those Loans outstanding which
bear interest at a rate determined by reference to a Eurodollar
Rate and the Eurodollar Rate Margin as provided in Section 5.01(a).

     "Eurodollar Rate Margin" means a rate equal to three and one-
quarter percent (3.25%) per annum.

     "Eurodollar Rate Reserve Percentage" means, for any Lender for
the Eurodollar Interest Period for any Eurodollar Rate, the reserve
percentage which is applicable three (3) Business Days before the
first day of such Eurodollar Interest Period under the regulations
issued from time to time by the Federal Reserve Board for
determining the actual reserve requirement (including, without
limitation, any emergency, supplemental or other marginal reserve
requirement) for a member bank of the Federal Reserve System in New
York, New York with deposits exceeding Five Billion Dollars
($5,000,000,000) with respect to liabilities or assets consisting
of or including "Eurodollar Liabilities" (or with respect to any
other category of liabilities which includes deposits by reference
to which the interest rate on Eurodollar Rate Loans is determined)
having a term equal to such Eurodollar Interest Period.

     "Event of Default" means any of the occurrences set forth in
Section 12.01 after the expiration of any applicable grace period,
as expressly provided in Section 12.01.  

     "Exchange Rate" means, in relation to the purchase of one
currency (for the purposes of this definition, the "first
currency") with another currency (for the purposes of this
definition, the "second currency") on a given date, Citibank's spot
rate of exchange for the amount in question in the London interbank
market at 11:00 a.m. (London time) on such date for the purchase of
the first currency with the second currency, for delivery two (2)
Business Days later.

     "Fair Market Value" means, with respect to any asset, the
value of the consideration obtainable in a sale of such asset in
the open market, assuming a sale by a willing seller to a willing
purchaser dealing at arm's length and arranged in an orderly manner
over a reasonable period of time, each having reasonable knowledge
of the nature and characteristics of such asset, neither being
under any compulsion to act.

     "Federal Funds Rate" means, for any period, a fluctuating
interest rate per annum equal for each day during such period to
the weighted average of the rates on overnight federal funds trans-
actions with members of the Federal Reserve System arranged by
federal funds brokers, as published for such day (or, if such day
is not a Business Day in New York, New York, for the next preceding
Business Day) in New York, New York by the Federal Reserve Bank of
New York, or if such rate is not so published for any day which is
a Business Day in New York, New York, the average of the quotations
for such day on such transactions received by the Administrative
Agent from three federal funds brokers of recognized standing
selected by the Administrative Agent.

     "Federal Reserve Board" means the Board of Governors of the
Federal Reserve System or any Governmental Authority succeeding to
its functions.

     "Fee Letter" means that certain fee letter addressed to
Citicorp USA, Inc. from the Borrower dated June 16, 1997.

     "FII" means Fairchild Industries, Inc., a Delaware
corporation.

     "Financial Statements" means (i) statements of income and
retained earnings, statements of cash flow, and balance sheets,
(ii) such other financial statements as TFC, RHI, the  Borrower and
its Subsidiaries shall routinely and regularly prepare, and (iii)
such other financial statements as the Administrative Agent or the
Requisite Lenders may from time to time reasonably specify.

     "First Amended Credit Agreement" is defined in the premises.

     "Fiscal Month" means each of the month periods ending on the
dates set forth on Schedule 1.01.3 attached hereto and made a part
hereof.

     "Fiscal Year" means the fiscal year of the Borrower and its
Subsidiaries for accounting and tax purposes, which shall be the
12-month period ending on June 30 of each calendar year.
     "Foreign Employee Benefit Plan" means any employee benefit
plan as defined in Section 3(3) of ERISA which is maintained or
contributed to for the benefit of the employees of the Borrower,
any of its Subsidiaries or any of its ERISA Affiliates and is not
covered by ERISA pursuant to ERISA Section 4(b)(4).

     "Foreign Pension Plan" means any employee benefit plan as
defined in Section 3(3) of ERISA which (i) is maintained or
contributed to for the benefit of employees of the Borrower, any of
its Subsidiaries or any of its ERISA Affiliates, (ii) is not
covered by ERISA pursuant to Section 4(b)(4) of ERISA, and (iii)
under applicable local law, is required to be funded through a
trust or other funding vehicle.

     "Fronting Fee" is defined in Section 5.03(b).

     "Funding Date" means, with respect to any Loan, the date of
funding of such Loan.

     "GAAP" means generally accepted accounting principles set
forth in the opinions and pronouncements of the American Institute
of Certified Public Accountants' Accounting Principles Board and
Financial Accounting Standards Board or in such other statements by
such other entity as may be in general use by significant segments
of the accounting profession as in effect on the date hereof
(unless otherwise specified herein as in effect on another date or
dates).

     "General Intangibles" means, with respect to any Person, all
of such Person's present and future (i) general intangibles, (ii)
rights, interests, choses in action, causes of action, claims and
other intangible Property of every kind and nature (other than
Receivables), (iii) corporate and other business records, (iv)
loans, royalties, and other obligations receivable, (v) trademarks,
registered trademarks, trademark applications, service marks,
registered service marks, service mark applications, patents,
registered patents, patent applications, trade names, rights of use
of any name, labels, fictitious names, inventions, designs, trade
secrets, computer programs, software, printouts and other computer
materials, goodwill, registrations, copyrights, copyright
applications, permits, licenses, franchises, customer lists, credit
files, correspondence, and advertising materials, (vi) customer and
supplier contracts, firm sale orders, rights under license and
franchise agreements, rights under tax sharing agreements, and
other contracts and contract rights, (vii) interests in
partnerships and joint ventures, (viii) tax refunds and tax refund
claims, (ix) right, title and interest under leases, subleases,
licenses and concessions and other agreements relating to property,
(x) deposit accounts (general or special) with any bank or other
financial institution, (xi) credits with and other claims against
third parties (including carriers and shippers), (xii) rights to
indemnification and with respect to support and keep-well
agreements, (xiii) reversionary interests in pension and profit
sharing plans and reversionary, beneficial and residual interests
in trusts, (xiv) letters of credit, guarantees, Liens, security
interests and other security held by or granted to such Person,
(xvi) uncertificated securities and (xvii) investment securities.

     "Governmental Authority" means any nation or government, any
federal, state, local or other political subdivision thereof and
any entity exercising executive, legislative, judicial, regulatory
or administrative functions of or pertaining to government.

     "Guarantors" means RHI, each of the Subsidiaries of the
Borrower identified on Schedule 1.01.4 attached hereto and made a
part hereof as of the Effective Date, and any other Person
executing and delivering a guaranty of payment and performance of
all or any portion of the Obligations after the Effective Date.

     "Hedge Agreement" means any agreement, including, without
limitation, interest rate exchange, swap, collar or cap agreement,
interest rate future or option contract, currency swap agreement,
currency future or option contract, and other similar agreement,
evidencing an agreement or arrangement intended to protect against
fluctuation in interest rates and/or foreign exchange rates or
conversion rates for conversion of foreign currencies to Dollars.

     "Holder" means any Person entitled to enforce any of the
Obligations, whether or not such Person holds any evidence of
Indebtedness, including, without limitation, the Administrative
Agent, each Lender and each Issuing Bank. 

     "Indebtedness", as applied to any Person, means, at any time,
without duplication, (a) all indebtedness, obligations or other
liabilities of such Person (i) for borrowed money or evidenced by
debt Securities, debentures, acceptances, notes or other similar
instruments, and any accrued interest, fees and charges relating
thereto, (ii) under profit payment agreements or in respect of
obligations to redeem, repurchase or exchange any Securities of
such Person or to pay dividends in respect of any Capital Stock,
(iii) with respect to letters of credit issued for such Person's
account, (iv) to pay the deferred purchase price of property or
services, except accounts payable and accrued expenses arising in
the ordinary course of business, (v) in respect of Capital Leases,
(vi) which are Accommodation Obligations or (vii) under warranties
and indemnities; (b) all indebtedness, obligations or other
liabilities of such Person or others secured by a Lien on any
property of such Person, whether or not such indebtedness,
obligations or liabilities are assumed by such Person, all as of
such time; (c) all indebtedness, obligations or other liabilities
of such Person in respect of interest rate contracts, Hedge
Agreements and foreign exchange contracts, net of liabilities owed
to such Person by the counterparties thereon; (d) all preferred
stock subject (upon the occurrence of any contingency or otherwise)
to mandatory redemption; and (e) all contingent Contractual
Obligations with respect to any of the foregoing.

     "Indemnified Matters" is defined in Section 15.03.

     "Indemnitees" is defined in Section 15.03.

     "Interest Coverage Ratio" means, for any period, the ratio of
(i) EBITDA of the Borrower for such period to (ii) Cash Interest
Expense of the Borrower for such period.

     "Internal Revenue Code" means the Internal Revenue Code of
1986, as amended to the date hereof and from time to time
hereafter, any successor statute and any regulations or guidance
promulgated thereunder.

     "Inventory" means, with respect to any Person, all of such
Person's present and future (i) inventory, (ii) goods, merchandise
and other personal property furnished or to be furnished under any
contract of service or intended for sale or lease, and all
consigned goods and all other items which have previously
constituted Equipment of such Person but are then currently being
held for sale or lease in the ordinary course of such Person's
business, (iii) raw materials, work-in-process and finished goods,
(iv) materials and supplies of any kind, nature or description used
or consumed in such Person's business or in connection with the
manufacture, production, packing, shipping, advertising, finishing
or sale of any of the property described in clauses (i) through
(iii) above, (v) goods in which such Person has a joint or other
interest or right of any kind (including, without limitation, goods
in which such Person has an interest or right as consignee), and
(vi) goods which are returned to or repossessed by such Person; in
each case whether in the possession of such Person, a bailee, a
consignee, or any other Person for sale, storage, transit,
processing, use or otherwise, and any and all documents for or
relating to any of the foregoing.

     "Investment" means, with respect to any Person, (i) any
purchase or other acquisition by that Person of Securities, or of
a beneficial interest in Securities, issued by any other Person,
(ii) any purchase by that Person of all or substantially all of the
assets of a business conducted by another Person, and (iii) any
loan, advance (other than deposits with financial institutions
available for withdrawal on demand, prepaid expenses, accounts
receivable, advances to employees and similar items made or
incurred in the ordinary course of business) or capital
contribution by that Person to any other Person, including all
Indebtedness to such Person arising from a sale of property by such
Person other than in the ordinary course of its business and all
Indebtedness to such Person which is not a current asset.  The
amount of any Investment shall be the original cost of such
Investment, plus the cost of all additions thereto less the amount
of any return of capital or principal to the extent such return is
in cash with respect to such Investment without any adjustments for
increases or decreases in value or write-ups, write-downs or write-
offs with respect to such Investment.

     "IRS" means the Internal Revenue Service and any Person
succeeding to the functions thereof.

     "Issuing Banks" means Citibank and each Lender designated as
an "Issuing Bank" on the signature pages hereof or the signature
page of the Assignment and Acceptance by which it became a Lender
and each other Lender approved by the Administrative Agent and the
Borrower who has agreed to become an Issuing Bank for the purpose
of issuing Letters of Credit pursuant to Section 3.01.

     "Lender" means, as of the Effective Date, each financial
institution a signatory hereto as a Lender and, at any other given
time, each financial institution which is a party hereto as a
Lender, whether as a signatory hereto or pursuant to an Assignment
and Acceptance.

     "Letter of Credit" means any Commercial Letter of Credit or
Standby Letter of Credit.  

     "Letter of Credit Fee" is defined in Section 5.03(b).

     "Letter of Credit Obligations" means, at any particular time,
the sum of (i) all outstanding Reimbursement Obligations, plus (ii)
the aggregate Dollar equivalent of the undrawn face amount of all
outstanding Letters of Credit, plus (iii) the aggregate Dollar
equivalent of the face amount of all Letters of Credit requested by
the Borrower but not yet issued (unless the request for an unissued
Letter of Credit has been denied by the designated Issuing Bank as
referenced in Section 3.01(c)(i)).

     "Letter of Credit Reimbursement Agreement" means, with respect
to a Letter of Credit, such form of application therefor and form
of reimbursement agreement therefor (whether in a single or several
documents, taken together) as the Issuing Bank from which the
Letter of Credit is requested may employ in the ordinary course of
business for its own account, with such modifications thereto as
may be agreed upon by the Issuing Bank and the Borrower and as are
not materially adverse (in the judgment of the Issuing Bank and
Administrative Agent) to the interests of the Lenders; provided,
however, in the event of any conflict between the terms of any
Letter of Credit Reimbursement Agreement and this Agreement, the
terms of this Agreement shall control.

     "Liabilities and Costs" means all liabilities, obligations,
responsibilities, losses, damages, personal injury, death, punitive
damages, economic damages, consequential damages, treble damages,
intentional, willful or wanton injury, damage or threat to the
environment, natural resources or public health or welfare, costs
and expenses (including, without limitation, attorney, expert and
consulting fees and costs and fees and costs associated with any
investigation, feasibility or Remedial Action studies), fines,
penalties and monetary sanctions, interest, direct or indirect,
known or unknown, absolute or contingent, past, present or future.

     "Lien" means any mortgage, deed of trust, pledge,
hypothecation, assignment, conditional sale agreement, deposit
arrangement, security interest, encumbrance, lien (statutory or
other and including, without limitation, any Environmental Lien),
deed of charge, preference, priority or other security agreement or
preferential arrangement of any kind or nature whatsoever in
respect of any property of a Person, whether granted voluntarily or
imposed by law, and includes the interest of a lessor under a
Capital Lease or under any financing lease having substantially the
same economic effect as any of the foregoing and the filing of any
financing statement or similar notice (other than a financing
statement filed by a "true" lessor pursuant to ' 9-408 of the
Uniform Commercial Code), naming the owner of such property as
debtor, under the Uniform Commercial Code or other comparable law
of any jurisdiction.

     "Loan Account" is defined in Section 4.03(b).

     "Loan Documents" means this Agreement, the Notes, Hedge
Agreements to which any Lender or any Affiliate of a Lender is a
party, foreign exchange contracts to which any Lender or any
Affiliate of a Lender is a party, and all other instruments,
agreements and written Contractual Obligations between the Borrower
or any Subsidiary of the Borrower and any of the Administrative
Agent, any Lender or any Issuing Bank delivered to either the
Administrative Agent, such Lender or such Issuing Bank pursuant to
or in connection with the transactions contemplated hereby.

     "Loans" means all Revolving Loans and Term Loans, whether Base
Rate Loans or Eurodollar Rate Loans.

     "Margin Stock" means "margin stock" as such term is defined in
Regulation U and Regulation G.

     "Material Adverse Effect" means a material adverse effect upon
(i) the financial condition, operations, assets or prospects of
TFC, RHI, or the Borrower and its Subsidiaries on a consolidated
basis, (ii) the ability of TFC, RHI, or the Borrower or any of its
Subsidiaries to perform its respective obligations under the Loan
Documents, or (iii) the ability of the Lenders, the Issuing Banks,
or the Administrative Agent to enforce any of the Loan Documents.

     "MIS" means computerized management information system for
recording and maintenance of information regarding purchases,
sales, aging, categorization, and locations of Inventory, creation
and aging of Receivables, and accounts payable (including agings
thereof).

     "Multiemployer Plan" means a "multiemployer plan" as defined
in Section 4001(a)(3) of ERISA (other than a Foreign Employee
Benefit Plan) which (i) is, or within the immediately preceding six
(6) years was, contributed to by either the Borrower or any ERISA
Affiliate or in respect of which the Borrower or any ERISA
Affiliate has assumed any liability and (ii) is not a Foreign
Employee Benefit Plan.

     "Net Cash Proceeds of Issuance of Equity Securities" means net
cash proceeds (including cash, equivalents readily convertible into
cash, and such proceeds of any notes received as consideration or
any other non-cash consideration) received by TFC, RHI or any of
its Subsidiaries (other than Banner and STFI), the Borrower or any
of its Subsidiaries at any time after the Effective Date on account
of:

     (i) the issuance of equity Securities other than

     (a) equity Securities of Banner, STFI or any Technologies
Company; 

     (b) equity Securities of a Subsidiary of (1) TFC issued to
TFC, (2) RHI issued to RHI, or (3) the Borrower issued by a
Subsidiary of the Borrower; and

     (c) equity Securities of a Subsidiary of (1) TFC issued to
another Subsidiary of TFC, (2) RHI issued to another Subsidiary of
RHI, or (3) the Borrower issued to another Subsidiary of the
Borrower) or

     (ii) a contribution to its capital by any Person (other than
another "Fairchild Affiliate").

For purposes of this definition, "Fairchild Affiliate" means TFC
and any direct or indirect Subsidiary of TFC and for purposes of
Section 11.06, each reference herein to TFC shall be deemed to mean
TFC and its Subsidiaries other than Banner and STFI.
Notwithstanding the foregoing, (i) the exclusions of Banner and
STFI set forth above shall not be effective in the event proceeds
of the types described herein with respect to Banner and/or STFI
are transferred by dividend or otherwise to RHI or the Borrower and
(ii) the exclusion of the Technologies Companies set forth above
shall not be effective in the event the proceeds of the types
described herein with respect to any Technologies Company are not
required for the conduct of the business of the Technologies
Companies or are transferred, as a dividend, loan, repayment of
Indebtedness (other than a repayment of Indebtedness owing by a
Technologies Company to the Borrower which was incurred after the
Effective Date in accordance with the provisions of Section
10.01(g)), or otherwise, to the Borrower, TFC, or RHI. 

     "Net Cash Proceeds of Issuance of Indebtedness" means net cash
proceeds (including cash, equivalents readily convertible into
cash, and such proceeds of any notes received as consideration or
any other non-cash consideration) of Indebtedness for borrowed
money (other than such Indebtedness permitted under Section 10.01)
of TFC, RHI, any Subsidiary of RHI (other than Banner or STFI), the
Borrower or any Subsidiary of the Borrower (other than the
Technologies Companies), in each case net of all transaction costs
and underwriters' discounts with respect thereto. Notwithstanding
the foregoing, (i) the exclusions of Banner and STFI set forth
above shall not be effective in the event such proceeds of such
Indebtedness of Banner and/or STFI are transferred by dividend or
otherwise to TFC, RHI or the Borrower and (ii) the exclusion of the
Technologies Companies set forth above shall not be effective in
the event such proceeds of such Indebtedness of any Technologies
Company are not required for the conduct of the business of the
Technologies Companies or are transferred, as a dividend, loan,
repayment of Indebtedness (other than a repayment of Indebtedness
owing by a Technologies Company to the Borrower which was incurred
after the Effective Date in accordance with the provisions of
Section 10.01(g)), or otherwise, to the Borrower, TFC, or RHI. For
purposes of Section 11.06, references herein to TFC shall be deemed
to mean TFC and its Subsidiaries. 

     "Net Cash Proceeds of Sale" means:

     (i) cash proceeds (including cash, equivalents readily
convertible into cash, and such proceeds of any notes received as
consideration or any other non-cash consideration) from the sale,
assignment or other disposition of (but not the lease or license
of) any Property, net of (a) the costs of sale, assignment or other
disposition, (b) any income, franchise, transfer or other tax
liability arising from such transaction and (c) amounts applied to
the repayment of Indebtedness (other than the Obligations) secured
by a Lien permitted by Section 10.03 on the asset disposed of,
whether such net proceeds arise from any individual sale,
assignment or other disposition or from any group of related sales,
assignments or other dispositions:

     (1)      received by the Borrower or any of its Subsidiaries,
other than proceeds of sales permitted under clauses (b) through
(e)  and (k) of Section 10.02; and

     (2)     received by RHI, other than proceeds (A) of assets
held as cash collateral for RHI's secured credit facility under its
Restated and Amended Credit Agreement dated as of May 27, 1996, as
amended, and (B) of the sale of any of the RHI Excluded Property;
and   

     (ii) to the extent provided in Section 9.07(b), proceeds of
insurance on account of the loss of or damage to any such Property
or Properties, and payments of compensation for any such Property
or Properties taken by condemnation or eminent domain. 

For purposes of this definition, the provisions of Section 9.07(b)
shall be deemed to apply to insurance proceeds with respect to loss
or damage to property of RHI and its Subsidiaries as well as
property of the Borrower and its Subsidiaries and, for purposes of
Section 11.06, Net Cash Proceeds of Sale shall be deemed to include
proceeds to the extent described in clauses (i) and (ii) above of
transactions described therein pertaining to assets of TFC and its
Subsidiaries. 

     "Net Income" means, for any Person for any period, the net
income (or loss) after taxes of such Person and its Subsidiaries on
a consolidated basis (and, if applicable,  accounting for Banner
and STFI using the equity method of accounting and excluding the
equity in the earnings of Banner and STFI) for such period taken as
a single accounting period determined in conformity with GAAP.

     "Net Worth" means, as of the date of determination thereof,
the sum of the Borrower's shareholders' equity as of such date of
determination plus the amount of the outstanding balance of
Indebtedness arising from loans or other advances made by RHI to
the Borrower and its Subsidiaries as of such date of determination
minus the amount of the outstanding balance of Indebtedness arising
from loans or other advances made by the Borrower to RHI.   

     "Non Pro Rata Loan" is defined in Section 4.02(f).  

     "Note" means a promissory note in the form attached hereto as
Exhibit D payable to a Lender, evidencing certain of the
Obligations of the Borrower to such Lender and executed by the
Borrower as required by Section 4.03(a), as the same may be
amended, supplemented, modified or restated from time to time, and
any promissory note issued in substitution therefor; "Notes" means,
collectively, all of such Notes outstanding at any given time.

     "Notice of Borrowing" means a notice substantially in the form
of Exhibit E attached hereto and made a part hereof.  

     "Notice of Conversion/Continuation" means a notice
substantially in the form of Exhibit F attached hereto and made a
part hereof with respect to a proposed conversion or continuation
of a Loan pursuant to Section 5.01(c).

     "Obligations" means all Loans, advances, debts, liabilities,
obligations, covenants and duties owing by the Borrower,
individually or collectively, to the Administrative Agent, any
Lender, any Issuing Bank, any Affiliate of the Administrative
Agent, any Lender or any Issuing Bank, or any Person entitled to
indemnification pursuant to Section 15.03 of this Agreement, of any
kind or nature, present or future, whether or not evidenced by any
note, guaranty or other instrument, arising under this Agreement,
the Notes or any other Loan Document, whether or not for the
payment of money, whether arising by reason of an extension of
credit, opening or amendment of a Letter of Credit or payment of
any draft drawn thereunder, loan, guaranty, indemnification,
foreign exchange contract, Hedge Agreement or in any other manner,
whether direct or indirect (including those acquired by
assignment), absolute or contingent, due or to become due, now
existing or hereafter arising and however acquired.  The term
includes, without limitation, all interest, charges, expenses,
fees, attorneys' fees and disbursements and any other sum charge-
able to the Borrower under this Agreement or any other Loan
Document.

     "Officer's Certificate" means, as to a corporation, a
certificate executed on behalf of such corporation by the chairman
or vice-chairman of its board of directors (if an officer of such
corporation) or its president, any of its vice presidents,  or its
treasurer.

     "Operating Lease" means, as applied to any Person, any lease
of any property (whether real, personal or mixed) by that Person as
lessee which is not a Capital Lease.

     "Operating Units" means, collectively, those segments of the
Borrower's business known as (i) Fairchild Fasteners as more
particularly described on Schedule 1.01.5 attached hereto and made
a part hereof, (ii) Camloc (UK) Gas Spring Division as more
particularly described on Schedule 1.01.5, and (iii) Fairchild
Technologies Group as more particularly described on Schedule
1.01.5; and each of the foregoing is an "Operating Unit".

     "Organizational Documents" means, with respect to any
corporation, limited liability company, unlimited liability
company, or partnership (i) the articles/certificate of
incorporation or articles of association (or the equivalent
organizational documents) of such corporation, limited liability
company, or unlimited liability company, (ii) the partnership
agreement executed by the partners in the partnership, (iii) the
by-laws (or the equivalent governing documents) of the corporation,
limited liability company, unlimited liability company, or
partnership, and (iv) any document setting forth the designation,
amount and/or relative rights, limitations and preferences of any
class or series of such corporation's Capital Stock or such limited
liability company's, unlimited liability company's or partnership's
equity or ownership interests.

     "Original Credit Agreement" is defined in the premises.

     "OSHA" means the Occupational Safety and Health Act of 1970,
29 U.S.C. '' 651 et seq., any amendments thereto, any successor
statutes and any regulations or guidance promulgated thereunder.

     "PBGC" means the Pension Benefit Guaranty Corporation and any
Person succeeding to the functions thereof.

     "Permits" means any permit, approval, authorization license,
variance, or permission required from a Governmental Authority or
other Person under an applicable Requirement of Law.

     "Permitted Dispositions" means the sale, lease, transfer or
other disposition of the operations and/or assets and/or
Investments identified on Schedule 1.01.6 attached hereto and made
a part hereof.

     "Permitted Equity Securities Options" means the subscriptions,
options, warrants, rights, convertible securities and other
agreements or commitments relating to the issuance of equity
Securities identified on Schedule 1.01.7 attached hereto and made
a part hereof.

     "Permitted Existing Accommodation Obligations" means those
Accommodation Obligations of the Subsidiaries of the Borrower
identified on Schedule 1.01.8 attached hereto and made a part
hereof.

     "Permitted Existing Indebtedness" means the Indebtedness of
the Borrower and its Subsidiaries identified on Schedule 1.01.9
attached hereto and made a part hereof. 

     "Permitted Existing Investments" means those Investments
identified as such on Schedule 1.01.10 attached hereto and made a
part hereof.

     "Permitted Existing Liens" means the Liens on assets of the
Subsidiaries of the Borrower identified on Schedule 1.01.11
attached hereto and made a part hereof.

     "Person" means any natural person, corporation, limited
liability company, unlimited liability company, limited
partnership, general partnership, joint stock company, joint
venture, association, company, trust, bank, trust company, land
trust, business trust or other organization, whether or not a legal
entity, and any Governmental Authority.

     "Plan" means an employee benefit plan defined in Section 3(3)
of ERISA (other than a Foreign Employee Benefit Plan) (i) in
respect of which the Borrower or any ERISA Affiliate is, or within
the immediately preceding six (6) years was, an "employer" as
defined in Section 3(5) of ERISA or the Borrower or any ERISA
Affiliate has assumed any liability and (ii) which is not a Foreign
Employee Benefit Plan.
     "Potential Event of Default" means an event which, with the
giving of notice or the lapse of time, or both, would constitute an
Event of Default.

     "Process Agent" is defined in Section 15.17(a)(i).  

     "Pro Forma Balance Sheet" means the unaudited pro forma
estimated opening balance sheet as of June 30, 1997 of Borrower and
its Subsidiaries attached hereto as Exhibit G, prepared in
accordance with GAAP, dated the Effective Date, and giving effect
to the extensions of credit contemplated hereby and the payment of
Restricted Junior Payments contemplated on the Effective Date.

     "Projections" means the financial projections for TFC, RHI,
the Borrower and its Subsidiaries (including, without limitation,
capital expenditure budget) and assumptions prepared by the
Borrower attached hereto as Exhibit H.

     "Property" means any Real Property or personal property,
plant, building, facility, structure, underground storage tank or
unit, Equipment, Inventory, General Intangible, Receivable, or
other asset owned, leased or operated by the Borrower or any
Subsidiary of the Borrower, as applicable, (including any surface
water thereon, and soil and groundwater thereunder).

     "Pro Rata Share" means, with respect to any Lender, the
percentage obtained by dividing (i) the sum of such Lender's
Revolving Credit Commitments (in each case, as adjusted from time
to time in accordance with the provisions of this Agreement or any
Assignment and Acceptance to which such Lender is a party) plus the
outstanding principal balance of such Lenders' Term Loan  by (ii)
the sum of the aggregate amount of all of the Revolving Credit
Commitments (notwithstanding the termination of any such
Commitments) plus the aggregate outstanding balance of all Term
Loans.

     "Protective Advance" is defined in Section 13.09(a).

     "RCRA" means the Resource Conservation and Recovery Act of
1976, 42 U.S.C. '' 6901 et seq., any amendments thereto, any
successor statutes, and any regulations promulgated thereunder.

     "Real Property" means, with respect to any Person, all of such
Person's present and future right, title and interest (including,
without limitation, any leasehold estate) in (i) any plots, pieces
or parcels of land, (ii) any improvements, buildings, structures
and fixtures now or hereafter located or erected thereon or
attached thereto of every nature whatsoever (the rights and
interests described in clauses (i) and (ii) above being the
"Premises"), (iii) all easements, rights of way, gores of land or
any lands occupied by streets, ways, alleys, passages, sewer
rights, water courses, water rights and powers, and public places
adjoining such land, and any other interests in property
constituting appurtenances to the Premises, or which hereafter
shall in any way belong, relate or be appurtenant thereto, (iv) all
hereditaments, gas, oil, minerals (with the right to extract, sever
and remove such gas, oil and minerals), and easements, of every
nature whatsoever, located in or on the Premises and (v) all other
rights and privileges thereunto belonging or appertaining and all
extensions, additions, improvements, betterments, renewals,
substitutions and replacements to or of any of the rights and
interests described in clauses (iii) and (iv) above.

     "Receivables" means, with respect to any Person, all of such
Person's present and future (i) accounts, (ii) contract rights,
chattel paper, instruments, documents, deposit accounts, and other
rights to payment of any kind, whether or not arising out of or in
connection with the sale or lease of goods or the rendering of
services, and whether or not earned by performance, (iii) any of
the foregoing which are not evidenced by instruments or chattel
paper, (iv) intercompany receivables, and any security documents
executed in connection therewith, (v) proceeds of any letters of
credit or insurance policies on which such Person is named as
beneficiary, (vi) claims against third parties for advances and
other financial accommodations and any other obligations whatsoever
owing to such Person, (vii) rights in and to all security
agreements, leases, guarantees, instruments, securities, documents
of title and other contracts securing, evidencing, supporting or
otherwise relating to any of the foregoing, together with all
rights in any goods, merchandise or Inventory which any of the
foregoing may represent, and (viii) rights in returned and
repossessed goods, merchandise and Inventory which any of the same
may represent, including, without limitation, any right of stoppage
in transit.

     "Register" is defined in Section 15.01(c).

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

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

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

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

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

     "Reimbursement Date" is defined in Section 3.01(d)(i)(A).

     "Reimbursement Obligations" means the aggregate Dollar
equivalent of the non- contingent reimbursement or repayment
obligations of the Borrower with respect to amounts drawn under
Letters of Credit.

     "Release" means any release, spill, emission, leaking,
pumping, pouring, dumping, injection, deposit, disposal,
abandonment, or discarding of barrels, containers or other
receptacles, discharge, emptying, escape, dispersal, leaching or
migration into the indoor or outdoor environment or into or out of
any Property, including the movement of Contaminants through or in
the air, soil, surface water, groundwater or Property.

     "Remedial Action" means actions required to (i) clean up,
remove, treat or in any other way address Contaminants in the
indoor or outdoor environment; (ii) prevent the Release or threat
of Release or minimize the further Release of Contaminants; or
(iii) investigate and determine if a remedial response is needed
and to design such a response and post-remedial investigation,
monitoring, operation and maintenance and care.

     "Replacement Proceeds" means the amount of (i) proceeds of
insurance paid on account of the loss of or damage to any Property
and awards of compensation for Property taken by condemnation or
eminent domain to the extent actually used to replace, rebuild or
restore the Property so lost, damaged or taken, provided that
Borrower shall have delivered written notice to the Administrative
Agent that it or its applicable Subsidiary intends to so replace,
rebuild or restore such Property within 90 days after the
Administrative Agent's receipt of the proceeds of such insurance
payment or condemnation award if such proceeds exceed $500,000 and
(ii) insurance paid on account of a business interruption
occurrence to the extent actually used in the restoration or
conduct of the business interrupted.

     "Reportable Event" means any of the events described in
Section 4043(c) of ERISA and the regulations promulgated thereunder
as in effect from time to time other than an event for which the
thirty (30) day notice requirement has been waived by the PBGC.

     "Requirements of Law" means, as to any Person, the charter and
by-laws or other organizational or governing documents of such
Person, and any law, rule or regulation, or determination of an
arbitrator or a court or other Governmental Authority, in each case
applicable to or binding upon such Person or any of its property or
to which such Person or any of its property is subject including,
without limitation, the Securities Act, the Securities Exchange
Act, Regulations G, T, U and X, ERISA, the Fair Labor Standards
Act, the Worker Adjustment and Retraining Notification Act,
Americans with Disabilities Act of 1990, and any certificate of
occupancy, zoning ordinance, building, environmental or land use
requirement or Permit and Environmental, Health or Safety
Requirement of Law.
     "Requisite Lenders" means Lenders whose Pro Rata Shares, in
the aggregate, are greater than fifty-one percent (51%); provided,
however, that, in the event any of the Lenders shall have failed to
fund its Pro Rata Share of any Loan requested by the Borrower which
such Lenders are obligated to fund under the terms of this
Agreement and any such failure has not been cured, then for so long
as such failure continues, "Requisite Lenders" means Lenders
(excluding all Lenders whose failure to fund their respective Pro
Rata Shares of such Loans have not been so cured) whose Pro Rata
Shares represent more than fifty-one percent (51%) of the aggregate
Pro Rata Shares of such Lenders; provided, further, however, that,
in the event that the Revolving Credit Commitments have been
terminated pursuant to the terms of this Agreement, "Requisite
Lenders" means Lenders (without regard to such Lenders' performance
of their respective obligations hereunder) whose aggregate ratable
shares (stated as a percentage) of the aggregate outstanding
principal balance of all Loans are greater than fifty-one percent
(51%).

     "Restricted Junior Payment" means (i) any dividend or other
distribution, direct or indirect, on account of any shares of any
class of Capital Stock of the Borrower or any of its Subsidiaries
now or hereafter outstanding, except a dividend payable solely in
shares of that class of stock or in any junior class of stock to
the holders of that class, (ii) any redemption, retirement, sinking
fund or similar payment, purchase or other acquisition for value,
direct or indirect, of any shares of any class of equity Securities
of the Borrower or any of its Subsidiaries now or hereafter
outstanding, (iii) any payment or prepayment of principal of,
premium, if any, or interest, fees or other charges on or with
respect to, and any redemption, purchase, retirement, defeasance,
sinking fund or similar payment and any claim for rescission with
respect to, any Indebtedness for borrowed money other than the
Obligations, and (iv) any payment made to redeem, purchase,
repurchase or retire, or to obtain the surrender of, any outstand-
ing warrants, options or other rights to acquire shares of any
class of Capital Stock or other equity Securities of the Borrower
or any of its Subsidiaries now or hereafter outstanding.

     "Revolving Credit Commitment" means, with respect to any
Lender, the obligation of such Lender to make Revolving Loans and
to participate in Letters of Credit pursuant to the terms and
conditions of this Agreement, in an aggregate amount at any time
outstanding which shall not exceed the principal amount set forth
opposite such Lender's name under the heading "Revolving Credit
Commitment" on the signature pages hereof or the signature page of
the Assignment and Acceptance by which it became a Lender, as
modified from time to time pursuant to the terms of this Agreement
or to give effect to any applicable Assignment and Acceptance, and
"Revolving Credit Commitments" means the aggregate principal amount
of the Revolving Credit Commitments of all the Lenders, the maximum
amount of which shall be $75,000,000, as reduced from time to time
pursuant to Section 4.01.  

     "Revolving Credit Obligations" means, at any particular time,
the sum of (i) the outstanding principal amount of the Revolving
Loans at such time, plus (ii) the Letter of Credit Obligations at
such time.  

     "Revolving Credit Pro Rata Share" means, with respect to any
Lender, the percentage obtained by dividing (i) such Lender's
Revolving Credit Commitment (in each case, as adjusted from time to
time in accordance with the provisions of this Agreement or any
Assignment and Acceptance to which such Lender is a party) by (ii)
the aggregate Revolving Credit Commitments. 

     "Revolving Credit Termination Date" means the earliest to
occur of (i) July 28, 2000 (or, if not a Business Day, the next
preceding Business Day), (ii) the date of termination of the
Revolving Credit Commitments pursuant to the terms of this
Agreement, and (iii) the date of acceleration of the Obligations
pursuant to Section 12.02.

     "Revolving Lender" means each Lender having a Revolving Credit
Commitment.

     "Revolving Loans" is defined in Section 2.01(a).

     "RHI" means RHI Holdings, Inc., a Delaware corporation.

     "RHI Excluded Property" means (i) the following Real Property
owned by RHI: (a) the Brady Lane Real Property located in
Lafayette, Indiana; (b) the 22-acre parcel of Real Property located
in West Milwaukee, Wisconsin; and (c) the Burlington/Bellofram Real
Property located in Burlington Massachusetts; (ii) assets related
to "Eagle Environmental" consisting of Banner Capital Ventures,
Inc., a Subsidiary of RHI; a note receivable in the amount of
$7,933,608 held by Banner Capital Ventures, Inc. and payable by
Eagle Environmental, L.P.; Recycling Investments, Inc., a
Subsidiary of RHI; the equity investment in Eagle Environmental,
L.P. held by Recycling Investments, Inc.; and Recycling Investments
II, Inc., a Subsidiary of RHI formed in connection with the "Eagle
Environmental" transaction to hold an investment in "Eagle
Environmental" for Royal Oaks Landfill; (iii) the Capital Stock or
assets of MISAT Ltd., a corporation organized under the laws of
Israel and a developer and producer of new generation satellite
communication terminals; and (iv) Capital Stock of Medical
Resources, Inc. and National R.V. Holdings, Inc.

     "Schedule of Intercompany Transfers" is defined in Section
8.04.

     "Securities" means any Capital Stock, shares, voting trust
certificates, limited partnership certificates, bonds, debentures,
notes or other evidences of indebtedness, secured or unsecured,
convertible, subordinated or otherwise, or in general any
instruments commonly known as "investment securities" or
"securities", including, without limitation, any "security" as such
term is defined in Section 8-102 of the Uniform Commercial Code,
whether certificated or uncertificated, or any certificates of
interest, shares, or participations in temporary or interim
certificates for the purchase or acquisition of, or any right to
subscribe to, purchase or acquire any of the foregoing, but shall
not include the Notes or any other evidence of the Obligations.

     "Securities Act" means the Securities Act of 1933, as amended
from time to time, and any successor statute.

     "Securities Exchange Act" means the Securities Exchange Act of
1934, as amended from time to time, and any successor statute.

     "Solvent", when used with respect to any Person, means that at
the time of determination:

     (i)  the Fair Market Value of its assets is in excess of the
total amount of its liabilities (including, without limitation,
contingent liabilities); and

     (ii)  the present fair saleable value of its assets is greater
than its probable liability on its existing debts as such debts
become absolute and matured; and

     (iii)  it is then able and expects to be able to pay its debts
(including, without limitation, contingent debts and other
commitments) as they mature; and

     (iv)  it has capital sufficient to carry on its business as
conducted and as proposed to be conducted.

     "Standby Letter of Credit" means any letter of credit issued
by an Issuing Bank pursuant to Section 3.01 for the account of the
Borrower or for the account of any of the Borrower's Subsidiaries
if the Borrower is jointly and severally liable for reimbursement
of amounts drawn under such letter of credit, which is not a
Commercial Letter of Credit.

     "STFI" means Shared Technologies Fairchild, Inc., a Delaware
corporation.

     "STFI Series I Preferred" means Series I 6% Cumulative
Convertible Preferred Stock of STFI, par value $.01 per share.

     "STFI Series J Preferred" means Series J Special Preferred
Stock of STFI, par value $.01 per share. 

     "STFI Substituted Stock" means unrestricted voting common
Capital Stock traded on a national exchange in the United States of
any one of AT&T Corporation, MCI Communications Corp. (or successor
corporation in the event of a merger of MCI Communications Corp.
and British Telecommunications PLC), Worldcom, Inc., Tele-Save
Holdings, Inc., or Teleport Communications Group, having a market
value at the time of RHI's acquisition thereof of at least
$50,000,000 and comprising no more than twelve percent (12%), on a
fully diluted basis, of the voting common Capital Stock of such
Person.  

     "Subsidiary" of a Person means any corporation, limited
liability company, unlimited liability company, general or limited
partnership, or other entity of which securities or other ownership
interests having ordinary voting power to elect a majority of the
board of directors or other Persons performing similar functions
with respect to such entity are at the time directly or indirectly
owned or controlled by such Person, one or more of the other
subsidiaries of such Person or any combination thereof.
Notwithstanding the foregoing, (i) for purposes of this Agreement,
Banner shall not be included as a Subsidiary of the Borrower or RHI
and (ii) for purposes of Article IX and Article X, unless otherwise
specifically referred to in the provisions thereof, no Technologies
Company shall be included as a Subsidiary of the Borrower or RHI.

     "Super-Majority Lenders" means Lenders whose Pro Rata Shares,
in the aggregate, are greater than sixty-seven percent (67%);
provided, however, that, in the event any of the Lenders shall have
failed to fund its Pro Rata Share of any Loan requested by the
Borrower which such Lenders are obligated to fund under the terms
of this Agreement and any such failure has not been cured, then for
so long as such failure continues, "Super-Majority Lenders" means
Lenders (excluding all Lenders whose failure to fund their
respective Pro Rata Shares of such Loans have not been so cured)
whose Pro Rata Shares represent more than sixty-seven percent (67%)
of the aggregate Pro Rata Shares of such Lenders.

     "Syndication Agent" means NationsBank, N.A.

     "Tax Allocation Agreement" means that certain Eleventh 
Amended and Restated Tax Allocation Agreement dated as of July 18,
1997 among TFC, RHI, the Borrower and certain Affiliates thereof,
as in effect on the Effective Date.

     "Taxes" is defined in Section 14.01(a).

     "Technologies Companies" means, collectively, the operating
Subsidiaries of the Borrower engaged in the manufacture and sale of
equipment used in the manufacture of semiconductors and optical
discs and consisting of Technologies Germany and the other Persons
identified on Schedule 1.01.5 under the heading "Fairchild
Technologies Group" and those Persons engaged in such activities
which may be acquired or formed by a Technology Company after the
Effective Date; and "Technologies Company" means any of the
Technologies Companies, individually.

     "Technologies Germany" means Fairchild Technologies GmbH
Gerate zur Halbleitertechnologie, a corporation formed under the
laws of the Republic of Germany.

     "Term Lender" means a Lender having a Term Loan Commitment.

     "Term Loan Commitment" means, with respect to any Lender, the
obligation of such Lender to make a Term Loan pursuant to the terms
and conditions of this Agreement on the Effective Date in an amount
which shall not exceed the principal amount set forth opposite such
lender's name under the heading "Term Loan Commitment" on the
signature pages hereof.

     "Term Loan Pro Rata Share" means, with respect to any Term
Lender, the percentage obtained by dividing (i) the outstanding
principal amount of the Term Loan payable to such Lender by (ii)
the aggregate outstanding principal amount of all Term Loans.

     "Term Loans" is defined in Section 2.01(b).

     "Termination Event" means (i) a Reportable Event with respect
to any Benefit Plan; (ii) the withdrawal of the Borrower or any
ERISA Affiliate from a Benefit Plan during a plan year in which the
Borrower or such ERISA Affiliate was a "substantial employer" as
defined in Section 4001(a)(2) of ERISA or the cessation of
operations which results in the termination of employment of 20% of
Benefit Plan participants who are employees of the Borrower or any
ERISA Affiliate; (iii) the imposition of an obligation on the
Borrower or any ERISA Affiliate under Section 4041 of ERISA to
provide affected parties written notice of intent to terminate a
Benefit Plan in a distress termination described in Section 4041(c)
of ERISA; (iv) the institution by the PBGC or any similar foreign
Governmental Authority of proceedings to terminate a Benefit Plan
or a Foreign Pension Plan; (v) any event or condition which could
reasonably be expected to constitute grounds under Section 4042 of
ERISA for the termination of, or the appointment of a trustee to
administer, any Benefit Plan; (vi) the appointment by a foreign
Governmental Authority of, or the institution of proceedings by a
foreign Governmental Authority to appoint, a trustee to administer
any Foreign Pension Plan; or (vii) the partial or complete
withdrawal of the Borrower or any ERISA Affiliate from a
Multiemployer Plan or a Foreign Pension Plan.

     "TFC" means The Fairchild Corporation, a Delaware corporation.

     "TFC Indentures" means that certain (i) Indenture dated as of
March 13, 1986 between Banner Industries, Inc. and J. Henry
Schroder Bank & Trust Company, as Trustee, with respect to
$75,000,000 13 1/8% Subordinated Debentures due 2006, (ii)
Indenture dated as of October 15, 1986 between Banner Industries,
Inc. and National Westminster Bank USA, as Trustee, with respect to
$160,000,000 12% Intermediate Subordinated Debentures due 2001, and
(iii) Indenture dated as of March 2, 1987 between Banner
Industries, Inc. and Norwest Bank Minneapolis, N.A., as Trustee,
with respect to $102,000,000 13% Junior Subordinated Debentures due
2007.

     "Uniform Commercial Code" means the Uniform Commercial Code as
enacted in the State of New York, as it may be amended from time to
time.
     
     "VSI" means VSI Corporation, a Delaware corporation.

     "Wholly-Owned Subsidiary" means a corporation (i) one hundred
percent (100%) of the Capital Stock or other equity Securities of
which is owned by the Borrower or any Subsidiary of the Borrower or
(ii) greater than ninety-five percent (95%) of the Capital Stock or
other equity Securities of which is owned by the Borrower or a
Subsidiary of the Borrower and the remainder of which Capital Stock
or other equity Securities is owned by a nominee of the Borrower or
such Subsidiary solely to comply with the Requirements of Law of
the jurisdiction governing such corporation's organization and
existence.


     1.02.  Computation of Time Periods.  In this Agreement, in the
computation of periods of time from a specified date to a later
specified date, the word "from" means "from and including" and the
words "to" and "until" each mean "to but excluding".  Periods of
days referred to in this Agreement shall be counted in calendar
days unless Business Days are expressly prescribed.  Any period
determined hereunder by reference to a month or months or year or
years shall end on the day in the relevant calendar month in the
relevant year, if applicable, immediately preceding the date
numerically corresponding to the first day of such period; provided
that if such period commences on the last day of a calendar month
(or on a day for which there is no numerically corresponding day in
the calendar month during which such period is to end), such period
shall, unless otherwise expressly required by the other provisions
of this Agreement, end on the last day of the calendar month.

     1.03.  Accounting Terms.  Subject to Section 15.04, for
purposes of this Agreement, all accounting terms not otherwise
defined herein shall have the meanings assigned to them in
conformity with GAAP.

     1.04.  Other Terms.  All other terms contained in this
Agreement shall, unless the context indicates otherwise, have the
meanings assigned to such terms by the Uniform Commercial Code to
the extent the same are defined therein.

     1.05.  Dollar Equivalents.  For purposes of Dollar
designations or Dollar equivalent designations in this Agreement,
all calculations thereof shall be determined, with respect to
amounts otherwise denominated in a non-U.S. currency, based on the
amount of Dollars required to purchase such amount of non-U.S.
currency at the exchange rate therefor which is in effect on the
date of determination.
<PAGE>
                       ARTICLE II
                AMOUNTS AND TERMS OF LOANS


     2.01.  Revolving Credit and Term Loan Facilities.  (a)
Revolving Loans.  Subject to the terms and conditions set forth in
this Agreement, each Revolving Lender hereby severally and not
jointly agrees to make revolving loans, in Dollars (each
individually, a "Revolving Loan" and, collectively, the "Revolving
Loans") to the Borrower from time to time during the period from
the Effective Date to the Business Day next preceding the Revolving
Credit Termination Date, in an amount not to exceed such Lender's
Revolving Credit Pro Rata Share of the amount equal to
Availability.  All Revolving Loans comprising the same Borrowing
under this Agreement shall be made by the Lenders simultaneously
and proportionately to their then respective Revolving Credit Pro
Rata Shares, it being understood that no Lender shall be
responsible for any failure by any other Lender to perform its
obligation to make a Loan hereunder nor shall the Revolving Credit
Commitment of any Lender be increased or decreased as a result of
any such failure.  Subject to the provisions of this Agreement, the
Borrower may repay any outstanding Revolving Loan on any day which
is a Business Day and any amounts so repaid may be reborrowed, up
to the amount available under this Section 2.01(a) at the time of
such Borrowing, until the Business Day next preceding the Revolving
Credit Termination Date; provided, however, the Borrower shall,
without notice or demand of any kind, immediately make such
repayments of the Revolving Loans and Term Loans, pro rata based on
the respective outstanding principal balances thereof, to the
extent necessary to reduce the aggregate outstanding principal
amount of the Loans to an amount no greater than the difference
between the Availability as of any given time and the Letter of
Credit Obligations as of such time and the Term Loans so repaid may
not be reborrowed.  Each requested Borrowing of Revolving Loans
funded on any Funding Date therefor shall be (i) if Base Rate
Loans, in a principal amount of at least $100,000 and in integral
multiples of $100,000 in excess of that amount and (ii) if
Eurodollar Rate Loans, in a principal amount of at least $1,000,000
and in integral multiples of $100,000 in excess of that amount.

     (b)  Term Loans.  Subject to the terms and conditions set
forth in this Agreement, each Term Lender hereby severally and not
jointly agrees to make term loans, in Dollars (each individually,
a "Term Loan" and, collectively, the "Term Loans") to the Borrower
on the Effective Date in the amount of its Term Loan Commitment.
All Term Loans shall be made by the Term Lenders simultaneously, it
being understood that no Lender shall be responsible for any
failure by any other Lender to perform its obligation to make a
Term Loan hereunder nor shall the Term Loan Commitment of any
Lender be increased or decreased as a result of any such failure.

     2.02.  General Terms.  (a)  Notice of Borrowing.  When the
Borrower desires to borrow under Section 2.01, the Borrower shall
deliver to the Administrative Agent a Notice of Borrowing, signed
on behalf of the Borrower, (i) on the Effective Date, in the case
of a Borrowing on the Effective Date, (ii) no later than 11:00 a.m.
(New York time) on the proposed Funding Date therefor, in the case
of a Borrowing of Base Rate Loans after the Effective Date, and
(iii) no later than 11:00 a.m. (New York time) at least three (3)
Business Days in advance of the proposed Funding Date therefor, in
the case of a Borrowing of Eurodollar Rate Loans after the
Effective Date.  Such Notice of Borrowing shall specify (i) the
proposed Funding Date (which shall be a Business Day), (ii) the
amount of the proposed Borrowing and whether the Borrowing is of
Term Loans or Revolving Loans, (iii) the Availability as of the
date of such Notice of Borrowing, (iv) whether the proposed
Borrowing will be of Base Rate Loans or Eurodollar Rate Loans, (v)
in the case of Eurodollar Rate Loans, the requested Eurodollar
Interest Period, (vi) the instructions for the disbursement of the
proceeds of the proposed Borrowing, and (vii) the portion of the
proposed Borrowing, if any, which will be used to pay a dividend on
the Borrower's Capital Stock or to make a loan or other advance to
any Affiliate of the Borrower. The Loans made on the Effective Date
shall initially be Base Rate Loans and thereafter may be continued
as Base Rate Loans or converted into Eurodollar Rate Loans, in the
manner provided in Section 5.01(c) and subject to the conditions
therein set forth and in Section 5.02.  In lieu of delivering such
a Notice of Borrowing (except with respect to a Borrowing of Loans
on the Effective Date), the Borrower may give the Administrative
Agent telephonic notice of any proposed Borrowing by the time
required under this Section 2.02(a), if the Borrower confirms such
notice by delivery of the required Notice of Borrowing to the
Administrative Agent by facsimile transmission promptly, but in no
event later than 5:00 p.m. (New York time) on the same day, the
original of which facsimile copy shall be delivered to the
Administrative Agent within fourteen (14) days after the date of
such transmission.  Any Notice of Borrowing (or telephonic notice
in lieu thereof) given pursuant to this Section 2.02(a) shall be
irrevocable.

     (b)  Making of Loans.  (i)  Promptly after receipt of a Notice
of Borrowing under Section 2.02(a) (or telephonic notice in lieu
thereof), the Administrative Agent shall notify each Term  Lender
or each Revolving Lender, as applicable, by telecopy, or other
similar form of transmission, of the proposed Borrowing.  Each
Lender obligated to make a Loan with respect to the requested
Borrowing shall deposit an amount equal to its Term Loan Pro Rata
Share or Revolving Credit Pro Rata Share, as applicable, of the
respective Term Loan or Revolving Loan amount requested with the
Administrative Agent at its office in New York, New York, in
immediately available funds not later than 1:00 p.m. (New York
time) on the applicable Funding Date therefor.  Subject to the
fulfillment of the conditions precedent set forth in Section 6.01
or Section 6.02, as applicable, the Administrative Agent shall make
the proceeds of such amounts received by it with respect to Loans
available to the Borrower at the Administrative Agent's office in
New York, New York on such Funding Date (or on the date received if
later than such Funding Date) and shall disburse such proceeds in
accordance with the Borrower's disbursement instructions set forth
in the applicable Notice of Borrowing. The failure of any Lender to
deposit the amount described above with the Administrative Agent on
the applicable Funding Date shall not relieve any other Lender of
its obligations hereunder to make its Loan on such Funding Date. In
the event the conditions precedent set forth in Section 6.01  or
6.02, as applicable, are not fulfilled as of the proposed Funding
Date for any Borrowing, the Administrative Agent shall promptly
return, by wire transfer of immediately available funds, the amount
deposited by each Lender to such Lender.

     (ii)  Unless the Administrative Agent shall have been notified
by any Lender (A) on the Business Day immediately preceding the
applicable Funding Date in respect of any Borrowing of Loans which
are Eurodollar Rate Loans or (B) prior to the time of funding
thereof as specified in Section 2.02(a) in respect of any Borrowing
of Loans which are Base Rate Loans, that such Lender does not
intend to fund its Loan requested to be made on such Funding Date,
the Administrative Agent may assume that such Lender has funded its
Loan and is depositing the proceeds thereof with the Administrative
Agent on the Funding Date therefor, and the Administrative Agent,
in its sole discretion may, but shall not be obligated to, disburse
a corresponding amount to the Borrower on the applicable Funding
Date.  If the Loan proceeds corresponding to that amount are
advanced to the Borrower by the Administrative Agent but are not in
fact deposited with the Administrative Agent by such Lender on or
prior to the applicable Funding Date, such Lender agrees to pay,
and in addition the Borrower agrees to repay, to the Administrative
Agent, forthwith on demand such corresponding amount, together with
interest thereon, for each day from the date such amount is
disbursed to or for the benefit of the Borrower until the date such
amount is paid or repaid to the Administrative Agent (A) in the
case of the Borrower, at the interest rate applicable to such
Borrowing and (B) in the case of such Lender, at the Federal Funds
Rate for the first Business Day after the applicable Funding Date,
and thereafter at the interest rate applicable to such Borrowing. 
If such Lender shall pay to the Administrative Agent the
corresponding amount, the amount so paid shall constitute such
Lender's Loan, and if both such Lender and the Borrower shall pay
and repay such corresponding amount, the Administrative Agent shall
promptly pay to the Borrower such corresponding amount.  This
Section 2.02(b) does not relieve any Lender of its obligation to
make its Loan on any applicable Funding Date.  

     (c)  Revolving Credit Termination Date.  The Revolving Credit
Commitments shall terminate on the Revolving Credit Termination
Date. Each Revolving Lender's obligation to make Revolving Loans
shall terminate on the Business Day next preceding the Revolving
Credit Termination Date. All outstanding Obligations shall be paid
in full (or, in the case of unmatured Letter of Credit Obligations,
provision for payment in cash shall be made to the satisfaction of
the Issuing Banks and the Requisite Lenders) (i) if the Revolving
Credit Commitments are terminated pursuant to Section 4.01, on the
date such termination is effective, and (ii) otherwise, on the
earlier to occur of (A) July 28, 2000 or, if not a Business Day,
the next preceding Business Day, and (B) the date of acceleration
of the Obligations pursuant to Section 12.02.

     
     2.03.  Authorized Officers and Administrative Agent.  On the
Effective Date the Borrower shall deliver, and from time to time
thereafter the Borrower may deliver, to the Administrative Agent an
Officer's Certificate setting forth the names of the officers,
employees and agents authorized to request Loans and Letters of
Credit and to request a conversion/continuation of any Loan, in
each instance containing a specimen signature of each such officer,
employee or agent.  The officers, employees and agents so
authorized shall also be authorized to act for the Borrower in
respect of all other matters relating to the Loan Documents.  The
Administrative Agent, Lenders and Issuing Banks shall be entitled
to rely conclusively on such officer's, employee's, or agent's
authority to request such Loan or Letter of Credit or such conver-
sion/continuation until the Administrative Agent, Lenders and
Issuing Banks receive written notice to the contrary.  None of the
Administrative Agent, the Lenders, or the Issuing Banks shall have
any duty to verify the authenticity of the signature appearing on
any such Officer's Certificate, written Notice of Borrowing or
Notice of Conversion/Continuation, or any other document, and, with
respect to an oral request for such a Loan or Letter of Credit or
such conversion/continuation, the Administrative Agent shall have
no duty to verify the identity of any person representing himself
or herself as one of the officers, employees or agents authorized
to make such request or otherwise to act on behalf of the Borrower. 
None of the Administrative Agent, any Lender or any Issuing Bank
shall incur any liability to the Borrower or any other Person in
acting upon any telephonic or facsimile notice referred to above
which the Administrative Agent, such Lender, or such Issuing Bank
believes to have been given by a duly authorized officer or other
person authorized to borrow on behalf of the Borrower.

     2.04.  Use of Proceeds of Loans.  The proceeds of the Loans
shall be used for working capital in the ordinary course of the
respective businesses of the Borrower and its Subsidiaries or for
other lawful general corporate purposes not prohibited by the terms
of this Agreement, including, without limitation, the payment of
dividends, but excluding, in accordance with the provisions of
Section 10.11, the purchasing or carrying of Margin Stock within
the meaning of Regulation U and Regulation G.

<PAGE>

                        ARTICLE III
                    LETTERS OF CREDIT


     3.01. Letters of Credit.  Subject to the terms and conditions
set forth in this Agreement, each Issuing Bank hereby severally
agrees to issue for the account of the Borrower, or for the account
of any of the Borrower's Subsidiaries if the Borrower is jointly
and severally liable for reimbursement of amounts drawn under such
Letter of Credit, one or more Letters of Credit, subject to the
following provisions:

     (a)  Types and Amounts.  An Issuing Bank shall not have any
obligation to issue, amend or extend, and shall not issue, amend or
extend, any Letter of Credit at any time:

     (i)  if the aggregate Letter of Credit Obligations with
respect to such Issuing Bank, after giving effect to the issuance,
amendment or extension of the Letter of Credit requested hereunder,
shall exceed any limit imposed by law or regulation upon such
Issuing Bank;

     (ii)  if the Issuing Bank receives written notice from the
Administrative Agent at or before 11:00 a.m. (New York time) on the
date of the proposed issuance, amendment or extension of such
Letter of Credit that (A) immediately after giving effect to the
issuance, amendment or extension of such Letter of Credit, (I) the
Letter of Credit Obligations at such time would exceed $12,000,000,
or (II) the Availability at such time would be less than zero, or
(B) one or more of the conditions precedent contained in Sections
6.01 or 6.02, as applicable, would not on such date be satisfied,
unless such conditions are thereafter satisfied and written notice
of such satisfaction is given to the Issuing Bank by the
Administrative Agent (and an Issuing Bank shall not otherwise be
required to determine that, or take notice whether, the conditions
precedent set forth in Sections 6.01 or 6.02, as applicable, have
been satisfied);

     (iii)  which is in a currency other than a currency in which
such Issuing Bank is then issuing letters of credit; or

     (iv)  which has an expiration date later than the earlier to
occur of (A) the date one (1) year after the date of issuance
(without regard to any automatic renewal provisions thereof) and
(B) the Revolving Credit Termination Date; provided, however, that
on the Revolving Credit Termination Date, Borrower shall deposit
with the Administrative Agent (or respective Issuing Bank(s) at the
direction of the Administrative Agent) Cash Collateral for deposit
in the Cash Collateral Account or under other agreements
satisfactory to the Administrative Agent and Issuing Bank(s)  and
in an amount equal to one hundred five percent (105%) of the then
undrawn face amount of all Letters of Credit denominated in Dollars
and one hundred twenty percent (120%) of the then undrawn face
amount of all Letters of Credit denominated in any currency other
than Dollars, in each instance for all Letters of Credit which will
continue outstanding after the Revolving Credit Termination Date,
plus Letter of Credit Fees with respect to such Letters of Credit
for the period commencing on the Revolving Credit Termination Date
through the expiry date of such Letters of Credit.

     (b)  Conditions.  In addition to being subject to the
satisfaction of the conditions precedent contained in Sections 6.01
and 6.02, as applicable, the obligation of an Issuing Bank to
issue, amend or extend any Letter of Credit is subject to the
satisfaction in full of the following conditions:

     (i)  if the Issuing Bank so requests, the Borrower or, in the
case of Letters of Credit issued for the account of any of the
Borrower's Subsidiaries, the Borrower and such Subsidiary shall
have executed and delivered to such Issuing Bank and the
Administrative Agent a Letter of Credit Reimbursement Agreement and
such other documents and materials as may be required pursuant to
the terms thereof; and 

     (ii)  the terms of the proposed Letter of Credit shall be
satisfactory to the Issuing Bank in its sole discretion.  

     (c)  Issuance of Letters of Credit.  (i) The Borrower shall
give an Issuing Bank and the Administrative Agent written notice
that it has selected such Issuing Bank to issue a Letter of Credit
not later than 11:00 a.m. (New York time) on the third (3rd)
Business Day preceding the requested date for issuance thereof
under this Agreement, or such shorter notice as may be acceptable
to such Issuing Bank and the Administrative Agent.  Such notice
shall be irrevocable unless and until such request is denied by the
applicable Issuing Bank and shall specify (A) that the requested
Letter of Credit is either a Commercial Letter of Credit or a
Standby Letter of Credit, (B) that such Letter of Credit is solely
for the account of the Borrower or the name of the Subsidiary of
the Borrower which is jointly and severally applying for such
Letter of Credit, (C) the stated amount of the Letter of Credit
requested, (D) the effective date (which shall be a Business Day)
of issuance of such Letter of Credit, (E) the date on which such
Letter of Credit is to expire (which shall be a Business Day and no
later than the Business Day immediately preceding the scheduled
Revolving Credit Termination Date), (F) the Person for whose
benefit such Letter of Credit is to be issued, (G) other relevant
terms of such Letter of Credit, (H) the Availability at such time,
and (I) the amount of the then outstanding Letter of Credit Obliga-
tions.  Such Issuing Bank shall notify the Administrative Agent
immediately upon receipt of a written notice from the Borrower
requesting that a Letter of Credit be issued, or that an existing
Letter of Credit be extended or amended and, upon the
Administrative Agent's request therefor, send a copy of such notice
to the Administrative Agent.  
     (ii)  The Issuing Bank shall give (A) the Administrative Agent
written notice, or telephonic notice confirmed promptly thereafter
in writing, of the issuance, amendment or extension of a Letter of
Credit and (B) promptly after issuance thereof, provide the
Administrative Agent with a copy of each Letter of Credit issued
and each amendment thereto.

     (d)  Reimbursement Obligations; Duties of Issuing Banks.  (i)
 Notwithstanding any provisions to the contrary in any Letter of
Credit Reimbursement Agreement:

     (A)  the Borrower shall reimburse, or cause its Subsidiary for
whose account a Letter of Credit is issued to reimburse, the
Issuing Bank for amounts drawn under such Letter of Credit, in
Dollars, no later than the date (the "Reimbursement Date") which is
the earlier of (I) the time specified in the applicable Letter of
Credit Reimbursement Agreement and (II) one (1) Business Day after
the Borrower receives written notice from the Issuing Bank that
payment has been made under such Letter of Credit by the Issuing
Bank; and 

     (B)  all Reimbursement Obligations with respect to any Letter
of Credit shall bear interest at the rate applicable to Base Rate
Loans in accordance with Section 5.01(a) from the date of the
relevant drawing under such Letter of Credit until the
Reimbursement Date and thereafter at the rate applicable to Base
Rate Loans in accordance with Section 5.01(d).

     (ii)  The Issuing Bank shall give the Administrative Agent
written notice, or telephonic notice confirmed promptly thereafter
in writing, of all drawings under a Letter of Credit and the
payment (or the failure to pay when due) by the Borrower or its
applicable Subsidiary on account of a Reimbursement Obligation
(which notice the Administrative Agent shall promptly transmit by
telegram, telex, telecopy or similar transmission to each Lender).

     (iii)  No action taken or omitted in good faith by an Issuing
Bank under or in connection with any Letter of Credit shall put
such Issuing Bank under any resulting liability to any Lender, the
Borrower or any of its Subsidiaries or, so long as it is not issued
in violation of Section 3.01(a), relieve any Lender of its
obligations hereunder to such Issuing Bank.  Solely as between the
Issuing Banks and the Lenders, in determining whether to pay under
any Letter of Credit, the respective Issuing Bank shall have no
obligation to the Lenders other than to confirm that any documents
required to be delivered under a respective Letter of Credit appear
to have been delivered and that they appear on their face to comply
with the requirements of such Letter of Credit. 

     (e)  Participations.  (i) Immediately upon issuance by an
Issuing Bank of any Letter of Credit in accordance with the
procedures set forth in this Section 3.01 and on the Effective Date
with respect to the Letters of Credit identified on Schedule 3.02
attached hereto and made a part hereof, each Revolving Lender shall
be deemed to have irrevocably and unconditionally purchased and
received from that Issuing Bank, without recourse or warranty, an
undivided interest and participation in such Letter of Credit to
the extent of such Lender's Revolving Credit Pro Rata Share,
including, without limitation, all obligations of the Borrower with
respect thereto (other than amounts owing to the Issuing Bank under
Section 3.01(g) and Section 5.03(b)) and any security therefor and
guaranty pertaining thereto.

     (ii)  If any Issuing Bank makes any payment under any Letter
of Credit and the Borrower or the Subsidiary of the Borrower for
whose account the Letter of Credit was issued does not repay such
amount to the Issuing Bank on the Reimbursement Date, the Issuing
Bank shall promptly notify the Administrative Agent, which shall
promptly notify each Lender, and each Revolving Lender shall
promptly and unconditionally pay to the Administrative Agent for
the account of such Issuing Bank, in immediately available funds,
the amount of such Lender's Revolving Credit Pro Rata Share of such
payment (net of that portion of such payment, if any, made by such
Lender in its capacity as an Issuing Bank), and the Administrative
Agent shall promptly pay to the Issuing Bank such amounts received
by it, and any other amounts received by the Administrative Agent
for the Issuing Bank's account, pursuant to this Section 3.01(e).
All amounts so paid to the Issuing Bank shall be deemed to
constitute Borrower Loans. If a Lender does not make its Revolving
Credit Pro Rata Share of the amount of such payment available to
the Administrative Agent, such Lender agrees to pay to the
Administrative Agent for the account of the Issuing Bank, forthwith
on demand, such amount together with interest thereon, for the
first Business Day after the date such payment was first due at the
Federal Funds Rate, and thereafter at the interest rate then
applicable to Base Rate Loans in accordance with Section 5.01(a). 
The failure of any Lender to make available to the Administrative
Agent for the account of an Issuing Bank its Revolving Credit Pro
Rata Share of any such payment shall neither relieve any other
Lender of its obligation hereunder to make available to the
Administrative Agent for the account of such Issuing Bank such
other Lender's Revolving Credit Pro Rata Share of any payment on
the date such payment is to be made nor increase the obligation of
any other Lender to make such payment to the Administrative Agent. 

     (iii)  Whenever an Issuing Bank receives a payment on account
of a Reimbursement Obligation, including any interest thereon, as
to which the Administrative Agent has previously received payments
from any Revolving Lender for the account of such Issuing Bank
pursuant to this Section 3.01(e), such Issuing Bank shall promptly
pay to the Administrative Agent and the Administrative Agent shall
promptly pay to such Lender an amount equal to such Lender's
Revolving Credit Pro Rata Share thereof.  Each such payment shall
be made by such Issuing Bank or the Administrative Agent, as the
case may be, on the Business Day on which such Person receives the
funds paid to such Person pursuant to the preceding sentence, if
received prior to 11:00 a.m. (New York time) on such Business Day,
and otherwise on the next succeeding Business Day.  

     (iv)  Upon the request of any Lender, an Issuing Bank shall
furnish such Lender copies of any Letter of Credit or Letter of
Credit Reimbursement Agreement to which such Issuing Bank is party
and such other documentation as reasonably may be requested by such
Lender. 

     (v)  The obligations of a Lender to make payments to the
Administrative Agent for the account of any Issuing Bank with
respect to a Letter of Credit shall be irrevocable, shall not be
subject to any qualification or exception whatsoever except willful
misconduct or gross negligence of such Issuing Bank, and shall be
honored in accordance with this Article III (irrespective of the
satisfaction of the conditions described in Sections 6.01 and 6.02,
as applicable) under all circumstances, including, without
limitation, any of the following circumstances:

     (A)  any lack of validity or enforceability of this Agreement
or any of the other Loan Documents; 

     (B)  the existence of any claim, setoff, defense or other
right which the Borrower may have at any time against a beneficiary
named in a Letter of Credit or any transferee of a beneficiary
named in a Letter of Credit (or any Person for whom any such
transferee may be acting), the Administrative Agent, the Issuing
Bank, any Lender, or any other Person, whether in connection with
this Agreement, any Letter of Credit, the transactions contemplated
herein or any unrelated transactions (including any underlying
transactions between the account party and beneficiary named in any
Letter of Credit);

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

     (D)  the surrender or impairment of any security for the
performance or observance of any of the terms of any of the Loan
Documents;

    (E)  any failure by that Issuing Bank to make any reports
required pursuant to Section 3.01(h) or the inaccuracy of any such
report; or

    (F)  the occurrence of any Event of Default or Potential Event
of Default. 

     (f)  Payment of Reimbursement Obligations.  (i)  The Borrower
unconditionally agrees to pay, or cause its Subsidiary for whose
account a Letter of Credit is issued to pay, to each Issuing Bank,
in Dollars, the amount of all Reimbursement Obligations, interest
and other amounts payable to such Issuing Bank under or in
connection with the Letters of Credit when such amounts are due and
payable, irrespective of any claim, setoff, defense or other right
which the Borrower may have at any time against any Issuing Bank or
any other Person. 

    (ii)  In the event any payment by the Borrower or such
Subsidiary received by an Issuing Bank with respect to a Letter of
Credit and distributed by the Administrative Agent to the Revolving
Lenders on account of their participations is thereafter set aside,
avoided or recovered from such Issuing Bank in connection with any
receivership, liquidation or bankruptcy proceeding, each such
Lender which received such distribution shall, upon demand by such
Issuing Bank, contribute such Lender's Revolving Credit Pro Rata
Share of the amount set aside, avoided or recovered together with
interest at the rate required to be paid by such Issuing Bank upon
the amount required to be repaid by it.

     (g)  Issuing Bank Charges.  The Borrower shall pay, or cause
its Subsidiary for whose account a Letter of Credit is issued to
pay, to each Issuing Bank, solely for its own account, the standard
charges assessed by such Issuing Bank in connection with the
issuance, administration, amendment and payment or cancellation of
Letters of Credit and such compensation in respect of such Letters
of Credit for the Borrower's or such Subsidiary's account, as
applicable, as may be agreed upon by the Borrower and such Issuing
Bank from time to time.

     (h)  Issuing Bank Reporting Requirements.  Each Issuing Bank
shall, no later than the first (1st) Business Day following the
last day of each calendar month, provide to the Administrative
Agent, the Borrower, and, if requested by a Lender, such Lender
separate schedules for Commercial Letters of Credit and Standby
Letters of Credit issued as Letters of Credit, in form and
substance reasonably satisfactory to the Administrative Agent,
setting forth the aggregate Letter of Credit Obligations
outstanding to it at the end of each day during such month and, to
the extent not otherwise provided in accordance with the provisions
of Section 3.01(c)(ii), any information requested by the
Administrative Agent or the Borrower relating to the date of issue,
account party, amount, expiration date and reference number of each
Letter of Credit issued by it.  

     (i)  Indemnification; Exoneration.  (i)  In addition to all
other amounts payable to an Issuing Bank, the Borrower hereby
agrees to defend, indemnify, and save the Administrative Agent,
each Issuing Bank and each Lender harmless from and against any and
all claims, demands, liabilities, penalties, damages, losses (other
than loss of profits), costs, charges and expenses (including
reasonable attorneys' fees but excluding taxes) which the
Administrative Agent, such Issuing Bank or such Lender may incur or
be subject to as a consequence, direct or indirect, of (A) the
issuance of any Letter of Credit other than as a result of the
gross negligence or willful misconduct of the Issuing Bank, as
determined by a court of competent jurisdiction, or (B) the failure
of the Issuing Bank issuing a Letter of Credit to honor a drawing
under such Letter of Credit as a result of any act or omission,
whether rightful or wrongful, of any present or future de jure or
de facto government or Governmental Authority. 

    (ii)  As between the Borrower and any of its Subsidiaries for
whose account a Letter of Credit is issued on the one hand and the
Administrative Agent, the Lenders and the Issuing Banks on the
other hand, the Borrower assumes all risks of the acts and
omissions of, or misuse of Letters of Credit by, the respective
beneficiaries of the Letters of Credit.  In furtherance and not in
limitation of the foregoing, subject to the provisions of the
Letter of Credit Reimbursement Agreements, the Issuing Banks and
the Lenders shall not be responsible for:  (A) the form, validity,
legality, sufficiency, accuracy, genuineness or legal effect of any
document submitted by any party in connection with the application
for and issuance of the Letters of Credit, even if it should in
fact prove to be in any or all respects invalid, insufficient,
inaccurate, fraudulent or forged; (B) the validity, legality or
sufficiency of any instrument transferring or assigning or
purporting to transfer or assign a Letter of Credit or the rights
or benefits thereunder or proceeds thereof, in whole or in part,
which may prove to be invalid or ineffective for any reason; (C)
failure of the beneficiary of a Letter of Credit to comply duly
with conditions required in order to draw upon such Letter of
Credit; (D) errors, omissions, interruptions or delays in
transmission or delivery of any messages, by mail, cable,
telegraph, telex or otherwise, whether or not they be in cipher;
(E) errors in interpretation of technical terms; (F) any loss or
delay in the transmission or otherwise of any document required in
order to make a drawing under any Letter of Credit or of the
proceeds thereof; (G) the misapplication by the beneficiary of a
Letter of Credit of the proceeds of any drawing under such Letter
of Credit; and (H) any consequences arising from causes beyond the
control of the Administrative Agent, the Issuing Banks or the
Lenders.  

     3.02.  Transitional Provisions.  Schedule 3.02 contains a
schedule of certain Letters of Credit issued prior to the Effective
Date by Citibank for the account of the Borrower or for the account
of a Subsidiary of the Borrower and on which the Borrower is
jointly and severally liable for reimbursement of amounts drawn
thereunder. Such Letters of Credit shall continue to be Letters of
Credit issued pursuant to this Agreement and be subject to the
provisions hereof.

     3.03.  Obligations Several.  The obligations of each Issuing
Bank and each Lender under this Article III are several and not
joint, and no Issuing Bank or Lender shall be responsible for the
obligation to issue Letters of Credit or participation obligation
hereunder, respectively, of any other Issuing Bank or Lender. 

<PAGE>
                          ARTICLE IV
                  PAYMENTS AND PREPAYMENTS

     4.01.  Prepayments; Reductions in Commitments.


      (a)  Voluntary Prepayments/Commitment Reductions.  (i)
Prepayments.  The Borrower may prepay the Revolving Loans in whole
or in part, at any time and from time to time, subject to the right
to reborrow the same in accordance with the provisions of Section
2.01(a). The Borrower may permanently prepay the Revolving Loans
and Term Loans in whole or in minimum amounts of $1,000,000 and
integral multiples of $1,000,000 in excess of that amount at any
time upon at least three (3) Business Days' prior written notice as
provided in clause (ii) below.


     (ii)  Voluntary Commitment Reductions.  The Borrower, upon at
least three (3) Business Days' prior written notice to the
Administrative Agent from the Borrower (which the Administrative
Agent shall promptly transmit to each Lender), shall have the
right, at any time and from time to time, to terminate in whole or
permanently reduce in part the Revolving Credit Commitments;
provided that, the Borrower shall have made whatever payment may be
required to reduce the outstanding principal amount of the
Revolving Loans by the aggregate amount required such that the
Revolving Credit Obligations, after giving effect to such payment,
will equal an amount less than or equal to the Revolving Credit
Commitments as reduced or terminated.  Any partial reduction of the
Revolving Credit Commitments shall be in an aggregate minimum
amount of $1,000,000 and integral multiples of $1,000,000 in excess
of that amount. Each reduction of the Revolving Credit Commitments
shall reduce the Revolving Credit Commitment of each Revolving
Lender proportionately in accordance with its Revolving Credit Pro
Rata Share.  Any notice of termination or reduction given to the
Administrative Agent under this Section 4.01(a)(ii) shall specify
the date (which shall be a Business Day) of such termination or
reduction and, with respect to a partial reduction, the aggregate
principal amount thereof.  When notice of termination or reduction
is delivered as provided herein, the principal amount of the
Revolving Loans specified in the notice shall become due and
payable on the date specified in such notice.


     (iii)  Prepayment Fee.  The prepayments and payments in
respect of reductions and terminations described in this Section
4.01 may be made without premium or penalty (except as provided in
Article XIV).


     (b)  Mandatory Prepayments/Commitment Reductions. 

     (i)  Net Cash Proceeds of Sale.  The Borrower shall make or
cause to be made a mandatory prepayment of the Obligations in an
amount equal to one hundred percent (100%) of the Net Cash Proceeds
of Sale received by the Borrower, RHI, or any of Borrower's
Subsidiaries within (A) three (3) Business Days after such Person's
receipt of the Net Cash Proceeds of Sale with respect to sales,
assignments, or other dispositions of assets within the U.S. and
(B) fourteen (14) days after such Person's receipt of Net Cash
Proceeds of Sale with respect to sales, assignments, or other
dispositions of assets outside of the U.S. 

     (ii)  Net Cash Proceeds of Issuance of Equity Securities. 
Immediately upon TFC's, RHI's, any Subsidiary of RHI's, the
Borrower's or any Subsidiary of the Borrower's receipt of any Net
Cash Proceeds of Issuance of Equity Securities, the Borrower shall
make or cause to be made a mandatory prepayment in an amount equal
to one hundred percent (100%) of such Net Cash Proceeds of Issuance
of Equity Securities.

     (iii)  Net Cash Proceeds of Issuance of Indebtedness. 
Immediately upon TFC's, RHI's, any Subsidiary of RHI's, the
Borrower's or any Subsidiary of the Borrower's receipt of any Net
Cash Proceeds of Issuance of Indebtedness, the Borrower shall make
or cause to be made a mandatory prepayment in an amount equal to
one hundred percent (100%) of such Net Cash Proceeds of Issuance of
Indebtedness.

     (iv)  Performance Tests.  In the event of any failure in
compliance, as of September 28, 1998, with any of the requirements
set forth in Section 11.06, the Borrower shall make a mandatory
prepayment on December 31, 1998 in the amount equal to the sum of
the then outstanding balance of the Term Loans and all accrued and
unpaid interest thereon plus the amount by which the outstanding
principal balance of the Revolving Credit Obligations exceeds
$52,000,000. The payment required under this clause (iv) with
respect to Revolving Loans shall be allocated and applied to the
Revolving Loans which are Base Rate Loans until paid in full and
then to Revolving Loans which are Eurodollar Rate Loans and shall
permanently reduce the respective Revolving Credit Commitments of
each Revolving Lender proportionately in accordance with its
Revolving Credit Pro Rata Share.

     (v)  Exceptions to Mandatory Prepayments; No Waiver or
Consent.  Notwithstanding the provisions of clauses (i) through
(iii) hereinabove, no mandatory prepayment need be made due to the
receipt of the first $2,000,000 in any Fiscal Year of Net Cash
Proceeds of Sale, Net Cash Proceeds of Issuance of Equity
Securities, and Net Cash Proceeds of Issuance of Indebtedness with
respect to sales or dispositions of assets, including, without
limitation, Capital Stock of a Person held by the selling or
disposing Person, or issuance of equity Securities or issuance of
debt Securities which is otherwise in compliance with the terms of
this Agreement. Nothing in this Section 4.01(b) shall be construed
to constitute the Lenders' consent to any transaction referenced in
clauses (i) and (iii) above which is not expressly permitted by
Article X.

     (vi)  Notice.  The Borrower shall give the Administrative
Agent prior written notice or telephonic notice promptly confirmed
in writing (each of which the Administrative Agent shall promptly
transmit to each Lender), when a Designated Prepayment will be made
(which date of prepayment shall be no later than the date on which
such Designated Payment becomes due and payable pursuant to this
Section 4.01(b)).

     (vii)  Application of Designated Prepayments.  Designated
Prepayments shall be allocated and applied to the Obligations as
follows:

     (A)  in the event both Term Loans and Revolving Loans are
outstanding as of the date a Designated Prepayment is required to
be made, the amount of such Designated Prepayment shall be applied
in equal amounts to the outstanding principal balances of the Term
Loans and Revolving Loans, with each application being made first
to the respective Term Loans and Revolving Loans which are Base
Rate Loans until paid in full and then to the respective Term Loans
and Revolving Loans which are Eurodollar Rate Loans until the
outstanding balance of the Revolving Loans is paid in full and the
respective Revolving Credit Commitments of each Revolving Lender
shall be permanently reduced by the amount of such Designated
Prepayment applied to its Revolving Loans until such time as the
Revolving Credit Commitments are reduced to $52,000,000; and

     (B)  following the payment in full of the Revolving Loans or
in the event there are no Revolving Loans outstanding as of the
date a Designated Prepayment is required to be made, the remaining
balance of (or entire amount of, in the event there are no
Revolving Loans outstanding as of such required payment date) each
Designated Prepayment shall be applied solely to the outstanding
balances of the Term Loans in the order described in clause (A)
above until paid in full.

     4.02.  Payments.  (a)  Manner and Time of Payment.  All
payments of principal of and interest on the Loans and
Reimbursement Obligations and other Obligations (including, without
limitation, fees and expenses) which are payable to the
Administrative Agent, the Lenders or any Issuing Bank shall be made
without condition, setoff, or reservation of right, and, with
respect to payments made other than from application of deposits in
a Concentration Account, in immediately available funds, delivered
to the Administrative Agent (or, in the case of Reimbursement
Obligations, to the pertinent Issuing Bank), not later than 11:00
a.m. (New York time) on the date and at the place due, to such
account of the Administrative Agent (or such Issuing Bank) as it
may designate; in each instance, for the account of the
Administrative Agent, the Lenders or such Issuing Bank, as the case
may be. Funds received by the Administrative Agent, including,
without limitation, funds in respect of any Loans to be made on
that date, not later than 11:00 a.m. (New York time) on any given
Business Day shall be credited against payment to be made that day
and funds received by the Administrative Agent after that time
shall be deemed to have been paid on the next succeeding Business
Day.  Payments actually received by the Administrative Agent for
the account of the Lenders or the Issuing Banks, or any of them,
shall be paid to them by the Administrative Agent promptly after
receipt thereof.

     (b)  Pre-Default Apportionment of Payments. Subject to the
provisions of Section 4.01 and Section 4.02(f), all payments of
principal and interest in respect of outstanding Loans, all
payments in respect of Reimbursement Obligations, all payments of
fees and all other payments in respect of any other Obligations,
shall be allocated among such of the Lenders and Issuing Banks as
are entitled thereto, and, if Lenders, in proportion to their
respective Revolving Credit Pro Rata Shares or Term Loan Pro Rata
Shares, as applicable, or otherwise as provided herein.  Except as
provided in Section 4.02(c) with respect to payments and proceeds
of Collateral received after the occurrence of an Event of Default,
all other payments, proceeds of Collateral, and other amounts
received by the Administrative Agent from or for the benefit of the
Borrower shall be applied

     (i)  first, to pay principal of and interest on any portion of
the Loans which the Administrative Agent may have advanced on
behalf of any Lender (other than Citicorp if the Administrative
Agent is Citicorp) for which the Administrative Agent has not then
been reimbursed by such Lender or the applicable Borrower,

     (ii)  second, to pay principal of and interest on any
Protective Advance for which the Administrative Agent has not then
been paid by the Borrower or reimbursed by the Lenders,

     (iii) third, to pay the principal of the Loans then due and
payable in the order described hereinbelow and interest on such
Loans then due and payable, ratably, based on the then outstanding
balances of the such Loans,

     (iv)  fourth, to pay all other Obligations then due and
payable, ratably, and

     (v)  fifth, as the Borrower so designates.

All such principal and interest payments in respect of Loans shall
be applied first, to repay outstanding Base Rate Loans and then to
repay outstanding Eurodollar Rate Loans with those Eurodollar Rate
Loans which have earlier expiring Eurodollar Interest Periods being
repaid prior to those which have later expiring Eurodollar Interest
Periods.

       (c) Post-Default Apportionment of Payments.  After the
occurrence of an Event of Default and while the same is continuing,
the Administrative Agent shall apply all payments in respect of any
Obligations and all proceeds of Collateral in the following order: 

     (i)first, to pay principal of and interest on any portion of
the Loans which the Administrative Agent may have advanced on
behalf of any Lender (other than Citicorp if the Administrative
Agent is Citicorp) for which the Administrative Agent has not then
been reimbursed by such Lender or the Borrower;

     (ii)  second, to pay principal of and interest on any
Protective Advance for which the Administrative Agent has not then
been paid by the Borrower or reimbursed by the Lenders;

     (iii)  third, to pay Obligations in respect of any fees,
expense reimbursements or indemnities then due to the
Administrative Agent; 

     (iv)  fourth, to pay Obligations in respect of any fees,
expense reimbursements or indemnities then due to the Lenders and
the Issuing Banks;

     (v)  fifth, to pay interest due in respect of the Loans,
ratably, in accordance with the Lenders' respective Revolving
Credit Pro Rata Shares and Term Loan Pro Rata Shares, as
applicable;

     (vi)  sixth, to the ratable payment or prepayment of principal
outstanding on all Loans, Hedge Agreements to which any of the
Lenders or any Affiliate of any of the Lenders is a party, and
principal of and interest on Letter of Credit Obligations (or, to
the extent Letter of Credit Obligations are contingent, deposited
in the Cash Collateral Account to provide Cash Collateral in
respect of such Obligations), in accordance with the Lender's
respective Revolving Credit Loan Pro Rata Shares and Term Loan Pro
Rata Shares, as applicable; and

     (vii)  seventh, to the ratable payment of all other
Obligations.

For purposes of clause (vi) above, Obligations with respect to
Hedge Agreements to which an Affiliate of a Lender is a party, such
Obligations shall be attributable to such Lender.

     (d)  Administrative Agent Authority to Apply Funds.  The
Administrative Agent, in its sole discretion subject only to the
terms of this Section 4.02(d), may pay from the proceeds of Loans
made to the Borrower hereunder, whether made following a request by
the Borrower pursuant to Section 2.02 or a deemed request as
provided in this Section 4.02(d), all amounts payable by the
Borrower hereunder, including, without limitation, amounts payable
with respect to payments of principal, interest, Reimbursement
Obligations and fees and all reimbursements for expenses pursuant
to Section 15.02.  The Borrower hereby irrevocably authorizes the
Revolving Lenders to make Revolving Loans to it, which Revolving
Loans shall be Base Rate Loans upon notice from the Administrative
Agent as described in the following sentence for the purpose of
paying principal, interest, Reimbursement Obligations and fees due
from the Borrower, reimbursing expenses pursuant to Section 15.02
and paying any and all other amounts due and payable by the
Borrower hereunder or under the Notes, and agrees that all such
Loans so made shall be deemed to have been requested by it pursuant
to Section 2.02 as of the date of the aforementioned notice.  The
Administrative Agent shall request Loans on behalf of the Borrower
as described in the preceding sentence by notifying the Lenders by
telecopy, telegram or other similar form of transmission (which
notice the Administrative Agent shall thereafter promptly transmit
to the Borrower), of the amount and Funding Date of the proposed
Borrowing and that such Borrowing is being requested on the
Borrower's behalf pursuant to this Section 4.02(d).  On the
proposed Funding Date for such Loan, the Lenders shall make the
requested Loans in accordance with the procedures and subject to
the conditions specified in Section 2.02.

     (e)  Priorities and Distributions of Payments.  The orders of
priority set forth in Sections 4.02(b) and (c) and the related
provisions of this Agreement are set forth solely to determine the
rights and priorities of the Administrative Agent, the Lenders, the
Issuing Banks and other Holders as among themselves.  Subject to
Section 4.02(f), the Administrative Agent shall promptly distribute
to each Lender and Issuing Bank at its primary address set forth on
the appropriate signature page hereof or the signature page to the
Assignment and Acceptance by which it became a Lender or Issuing
Bank, or at such other address as a Lender, an Issuing Bank or
other Holder may request in writing, such funds as such Person may
be entitled to receive, subject to the provisions of Article XIV; 
provided that the Administrative Agent shall under no circumstances
be bound to inquire into or determine the validity, scope or
priority of any interest or entitlement of any Holder and may
suspend all payments or seek appropriate relief (including, without
limitation, instructions from the Requisite Lenders or an action in
the nature of interpleader) in the event of any doubt or dispute as
to any apportionment or distribution contemplated hereby.  

     (f)  Defaulting Lenders.  In the event that any Lender fails
to fund its Revolving Credit Pro Rata Share of any Revolving Loan
or its Term Loan Pro Rata Share of any Term Loan requested by the
Borrower which such Lender is obligated to fund under the terms of
this Agreement (the funded portion of such Loan being hereinafter
referred to as a "Non Pro Rata Loan"), until the earlier of such
Lender's cure of such failure and the termination of the Revolving
Credit Commitments, the proceeds of all amounts thereafter repaid
to the Administrative Agent by the Borrower and otherwise required
to be applied to such Lender's share of all other Obligations
pursuant to the terms of this Agreement shall be advanced to the
Borrower by the Administrative Agent on behalf of such Lender to
cure, in full or in part, such failure by such Lender, but shall
nevertheless be deemed to have been paid to such Lender in
satisfaction of such other Obligations.  Notwithstanding anything
in this Agreement to the contrary:

     (i)  the foregoing provisions of this Section 4.02(f) shall
apply only with respect to the proceeds of payments of Obligations
and shall not affect the conversion or continuation of Loans
pursuant to Section 5.01(c);

     (ii)  a Lender shall be deemed to have cured its failure to
fund its Revolving Credit Pro Rata Share or Term Loan Pro Rata
Share of any Loan at such time as an amount equal to such Lender's
original Revolving Credit Loan Pro Rata Share or Term Loan Pro Rata
Share of the requested principal portion of such Loan is fully
funded to the Borrower, whether made by such Lender itself or by
operation of the terms of this Section 4.02(f), and whether or not
the Non Pro Rata Loan with respect thereto has been repaid,
converted or continued;

     (iii)  amounts advanced to the Borrower to cure, in full or in
part, any such Lender's failure to fund its Revolving Loan Pro Rata
Share of any Revolving Loan ("Cure Loans") shall bear interest at
the rate in effect from time to time pursuant to Section 5.01 and
for all other purposes of this Agreement shall be treated as if
they were Base Rate Loans; and

     (iv)  regardless of whether or not an Event of Default has
occurred or is continuing, and notwithstanding the instructions of
the Borrower as to its desired application, all repayments of
principal which, in accordance with the other terms of this Section
4.02, would be applied to the outstanding Loans which are Base Rate
Loans shall be applied first, ratably to all such Base Rate Loans
constituting Non Pro Rata Loans, second, ratably to such Base Rate
Loans other than those constituting Non Pro Rata Loans or Cure
Loans and, third, ratably to such Base Rate Loans constituting Cure
Loans.

     (g)  Payments on Non-Business Days.  Whenever any payment to
be made by the Borrower hereunder or under the Notes is stated to
be due on a day which is not a Business Day, the payment shall
instead be due on the next succeeding Business Day (except as set
forth in Section 5.02(b)(iii) with respect to payments due on the
next preceding Business Day), and any such extension of time shall
be included in the computation of the payment of interest and fees
hereunder.

     4.03.  Promise to Repay; Evidence of Indebtedness.

     (a)  Promise to Repay.  The Borrower hereby agrees to pay when
due the principal amount of each Loan which is made to it, and
further agrees to pay all unpaid interest accrued thereon, in
accordance with the terms of this Agreement and the Notes.  The
Borrower shall execute and deliver to each Lender on the Effective
Date promissory notes, in form and substance acceptable to the
Administrative Agent and such Lender, evidencing the Loans made
from time to time hereunder by such Lender and thereafter shall
execute and deliver such other promissory notes as are necessary to
evidence Loans owing to the Lenders after giving effect to any
assignment thereof pursuant to Section 15.01, all in form and
substance acceptable to the Administrative Agent and the parties to
such assignment.

     (b)     Loan Account.  Each Lender shall maintain in
accordance with its usual practice an account or accounts (a "Loan
Account") evidencing the Indebtedness of the Borrower to such
Lender resulting from each Loan owing to such Lender from time to
time, including the amount of principal and interest payable and
paid to such Lender from time to time hereunder and under the
Notes.

     (c)     Control Account.  The Register maintained by the
Administrative Agent pursuant to Section 15.01(c) shall include a
control account, and a subsidiary account for each Lender, in which
accounts (taken together) shall be recorded (i) the date and amount
of each Borrowing made hereunder, the type of Loan comprising such
Borrowing and any Eurodollar Interest Period applicable thereto,
(ii) the effective date and amount of each Assignment and
Acceptance delivered to and accepted by it and the parties thereto,
(iii) the amount of any principal or interest due and payable or to
become due and payable from the Borrower to each Lender hereunder
or under the Notes, and (iv) the amount of any sum received by the
Administrative Agent from the Borrower hereunder and each Lender's
share thereof. 

     (d)     Entries Binding.  The entries made in the Register and
each Loan Account shall be conclusive and binding for all purposes,
absent manifest error.

     4.04.  Proceeds of Collateral; Concentration Account
Arrangements.  (a)  Establishment.  The Borrower shall establish
and maintain, and shall cause the Guarantors to establish and
maintain, Collection Accounts into which all collections of
Receivables shall be deposited. All amounts deposited in Collection
Accounts established by the Borrower and the Domestic Subsidiaries
shall be promptly transferred directly to the Concentration Account
established at Citibank in New York, New York. The Borrower shall
cause all other proceeds of Collateral to be deposited in the
appropriate Concentration Account or pursuant to other similar
arrangements for the collection of such amounts established by the
Borrower and the Administrative Agent. All collections of
Receivables and other proceeds of Collateral which are received
directly by the Borrower or any Domestic Subsidiary shall be deemed
to have been received by the Borrower or such Domestic Subsidiary
as the Administrative Agent's trustee and, upon the Borrower's or
such Domestic Subsidiary's receipt thereof, the Borrower or such
Domestic Subsidiary shall immediately transfer, or cause to be
transferred, all such amounts into the appropriate Concentration
Account in their original form. All collections of Receivables, all
payments, and all proceeds of other Collateral received by the
Administrative Agent, whether through payment, deposit in a
Concentration Account as described above, or otherwise, will be
deemed received by the Administrative Agent, will be the sole
property of the Administrative Agent, and will be held by the
Administrative Agent, for the benefit of the Holders (i) for
application to the Obligations pursuant to Section 4.02 and (ii)
thereafter, as Cash Collateral for the Obligations, subject to the
rights of the Borrower set forth in Section 4.04(b) and the rights
of the Administrative Agent set forth in Section 4.06.

     (b)  Pre-Default Withdrawals from Concentration Account.  If
requested by the Borrower, the Administrative Agent shall, so long
as no Event of Default shall have occurred and be continuing or
unwaived, from time to time, (i) apply funds in the Concentration
Accounts promptly after deposit therein to payment of the Loans and
to payment of other Obligations of the Borrower as they become due
and payable, (ii) after giving effect to the aforesaid payments,
invest funds on deposit in the Concentration Accounts and accrued
interest thereon, reinvest proceeds of any such investments which
may mature or be sold, and invest interest or other income received
from such investments, in such Cash Equivalents as the Borrower may
select, and (iii) upon the Borrower's request therefor after giving
effect to the payments described in clause (i) above, transfer
funds on deposit in the Concentration Accounts to Borrower' or
their Subsidiaries' designated accounts. Such funds, interest,
proceeds, or income which are not so disbursed, invested or
reinvested shall be deposited and held in the Concentration Account
for the benefit of the Holders as provided in Section 4.04(a). None
of the Administrative Agent, any Lender or any Issuing Bank shall
be liable to the Borrower or any Subsidiary of the Borrower for, or
with respect to, any decline in value of amounts on deposit in the
Concentration Accounts which shall have been invested pursuant to
this Section 4.04(b). Cash Equivalents from time to time purchased
and held pursuant to this Section 4.04(b) shall constitute Cash
Collateral and shall, for purposes of this Agreement, be deemed to
be part of the funds held in the respective Concentration Accounts
in amounts equal to their respective outstanding principal amounts.

     (c)  Reasonable Care.  The Administrative Agent shall exercise
reasonable care in the custody and preservation of any funds held
in the Concentration Accounts and shall be deemed to have exercised
such care if such funds are accorded treatment substantially
equivalent to that which the Administrative Agent accords its own
like property, it being understood that the Administrative Agent
shall not have any responsibility for taking any steps necessary to
preserve rights against any parties with respect to any such funds
but may do so at its option. All reasonable expenses incurred in
connection therewith shall be for the sole account of the Borrower
and shall constitute Obligations hereunder.

     4.05.  Cash Collateral Account.  (a)  Investments.  If
requested by the Borrower, the Administrative Agent shall, so long
as no Event of Default shall have occurred and be continuing, from
time to time invest funds on deposit in the Cash Collateral Account
and accrued interest thereon, reinvest proceeds of any such
investments which may mature or be sold, and invest interest or
other income received from any such Investments, in each case in
such Cash Equivalents as the Borrower may select; provided,
however, that such accrued interest and other income received from
any such Investments, upon the request of the Borrower, shall be
remitted to the Borrower.  Such funds, interest, proceeds or income
which are not so invested or reinvested in Cash Equivalents shall,
except as otherwise provided above or in Section 4.05(b) and
Section 4.06, be deposited and held by the Administrative Agent in
the Cash Collateral Account.  None of the Administrative Agent, any
Lender or any Issuing Bank shall be liable to the Borrower for, or
with respect to, any decline in value of amounts on deposit in the
Cash Collateral Account which shall have been invested pursuant to
this Section 4.05(a) at the direction of the Borrower.  Cash
Equivalents from time to time purchased and held pursuant to this
Section 4.05(a) shall constitute Cash Collateral and shall, for
purposes of this Agreement, be deemed to be part of the funds held
in the Cash Collateral Account in amounts equal to their respective
outstanding principal amounts.

     (b)  Withdrawal Rights.  Neither the Borrower nor any Person
or entity claiming on behalf of or through the Borrower shall have
any right to withdraw any of the funds held in the Cash Collateral
Account, except that, upon the later to occur of (i) the expiration
or termination of all of the Letters of Credit in accordance with
their respective terms and (ii) the payment in full in cash of the
Obligations, any funds remaining in the Cash Collateral Account
shall be returned by the Administrative Agent to the Borrower or
paid to whomever may be legally entitled thereto.

     (c)  Additional Deposits.  If at any time the Administrative
Agent determines that any funds held in the Cash Collateral Account
are subject to any interest, right, claim or Lien of any Person
other than the Administrative Agent, the Borrower will, forthwith
upon demand by the Administrative Agent, pay to the Administrative
Agent, as additional funds to be deposited and held in the Cash
Collateral Account, an amount equal to the amount of funds subject
to such interest, right, claim or Lien.

     (d)  Reasonable Care.  The Administrative Agent shall exercise
reasonable care in the custody and preservation of any funds held
in the Cash Collateral Account and shall be deemed to have
exercised such care if such funds are accorded treatment
substantially equivalent to that which the Administrative Agent
accords its own like property, it being understood that the
Administrative Agent shall not have any responsibility for taking
any necessary steps to preserve rights against any parties with
respect to any such funds but may do so at its option.  All
expenses incurred in connection therewith shall be for the sole
account of the Borrower and shall constitute Obligations hereunder.

     (e)  Foreign Exchange Requirements. In the event deposits have
been made to the Cash Collateral Account to secure Letter of Credit
Obligations denominated in a non-U.S. currency, the Borrower shall
enter into a Hedge Agreement for a forward foreign exchange
contract reasonably satisfactory to the Administrative Agent to
protect against fluctuation in the Exchange Rate for the amount of
such Letter of Credit Obligations until the same are paid in full. 
   

     4.06.  Post-Default Withdrawals from the Concentration Account
and Cash Collateral Account.  Notwithstanding any other provision
of this Agreement, from and after (a) the occurrence of an Event of
Default described in Section 12.01(a) and for so long as the same
is continuing unwaived or (b) the occurrence of any other Event of
Default and the Administrative Agent's receipt of written notice
from the Requisite Lenders that no further withdrawals may be made
from the Concentration Accounts other than for application on the
Obligations for so long as the same is continuing unwaived, neither
the Borrower nor any other Person or entity claiming on behalf of
or through the Borrower shall have any right to withdraw any of the
funds held in a Concentration Account. The Administrative Agent
may, at any time during the period clause (a) or clause (b) above
is applicable, sell or cause to be sold any Cash Equivalents being
held by the Administrative Agent in the Concentration Accounts or
as Cash Collateral at any broker's board or at public or private
sale, in one or more sales or lots, at such price as the
Administrative Agent may deem best, without assumption of any
credit risk, and the purchaser of any or all such Cash Equivalents
so sold shall thereafter own the same, absolutely free from any
claim, encumbrance or right of any kind whatsoever. The
Administrative Agent or any Holder may, in its own name or in the
name of a designee or nominee, buy such Cash Equivalents at any
public sale and, if permitted by applicable law, buy such Cash
Equivalents at any private sale. The Administrative Agent shall
apply the proceeds of any such sale, net of any reasonable expenses
incurred in connection therewith, and any other funds deposited in
the Concentration Accounts or Cash Collateral Account to the
payment of the Obligations in accordance with Section 4.02(c),
other than amounts which are being held as Cash Collateral for
Reimbursement Obligations, which shall be applied to such
Reimbursement Obligations without regard to Section 4.02(c). The
Borrower agrees that any sale of Cash Equivalents conducted in
conformity with reasonable commercial practices of banks,
commercial finance companies, insurance companies or other
financial institutions disposing of property similar to such Cash
Equivalents shall be deemed to be commercially reasonable and any
requirements of reasonable notice shall be met if such notice is
given by the Administrative Agent within a commercially reasonable
time prior to such disposition, the time of delivery of which
notice the parties hereto agree shall in no event be required to be
greater than five (5) Business Days before the date of the intended
sale or disposition. Any other requirement of notice, demand or
advertisement for sale is waived to the extent permitted by law.
The Administrative Agent may adjourn any public or private sale
from time to time by announcement at the time and place fixed
therefor and such sale may, without further notice, be made at the
time and place to which it was so adjourned.




<PAGE>
                             ARTICLE V
                        INTEREST AND FEES

     5.01.  Interest on the Loans and other Obligations.  (a)  Rate
of Interest.  (i) All Loans and the outstanding principal balance
of all other Obligations shall bear interest on the unpaid
principal amount thereof from the date such Loans are made and such
other Obligations are incurred until paid in full, except as
otherwise provided in Section 5.01(d) or Section 14.04, as follows:

     (A)     If a Base Rate Loan or such other Obligation, at a
rate per annum equal to the sum of (1) the Base Rate, as in effect
from time to time as interest accrues plus (2) the Base Rate
Margin; and

     (B)     If a Eurodollar Rate Loan, at a rate per annum equal
to the sum of (1) the applicable Eurodollar Rate determined for
such Eurodollar Rate Loan for the applicable Eurodollar Interest
Period, plus (2) the Eurodollar Rate Margin.

     (ii)  The applicable basis for determining the rate of
interest on the Loans shall be selected by the Borrower at the time
a Notice of Borrowing or a Notice of Conversion/Continuation is
delivered by the Borrower to the Administrative Agent; provided,
however, the Borrower may not select a Eurodollar Rate as the
applicable basis for determining the rate of interest on such a
Loan if (A) such Loan is to be made on the Effective Date or (B) at
the time of such selection an Event of Default or a Potential Event
of Default would occur or has occurred and is continuing.  If on
any day any Loan is outstanding with respect to which notice has
not been timely delivered to the Administrative Agent in accordance
with the terms of this Agreement specifying the basis for
determining the rate of interest on that day, then for that day
interest on that Loan shall be determined by reference to clause
(i)(A) above.

     (b)  Interest Payments.  (i)  Interest accrued on each Base
Rate Loan shall be payable in arrears (A) on the first Business Day
of each calendar quarter, commencing with the calendar quarter
following the calendar quarter in which such Loan was made and (B)
if not theretofore paid in full, at maturity (whether by
acceleration or otherwise) of such Base Rate Loan.

     (ii)  Interest accrued on each Eurodollar Rate Loan shall be
payable in arrears (A) on each Eurodollar Interest Payment Date
applicable to such Loan, (B) upon the payment or prepayment thereof
in full or in part, and (C) if not theretofore paid in full, at
maturity (whether by acceleration or otherwise) of such Eurodollar
Rate Loan.

     (iii)  Interest accrued on the principal balance of all other
Obligations shall be payable in arrears (A) on the first day of
each calendar quarter, commencing with the calendar quarter
following the calendar quarter in which such Obligation was
incurred, (B) upon repayment thereof in full or in part, and (C) if
not theretofore paid in full, at the time such other Obligation
becomes due and payable (whether by acceleration or otherwise).

     (c)  Conversion or Continuation.  (i) The Borrower shall have
the option (A) to convert at any time all or any part of
outstanding Base Rate Loans to Eurodollar Rate Loans; (B) to
convert all or any part of outstanding Eurodollar Rate Loans having
Eurodollar Interest Periods which expire on the same date to Base
Rate Loans on such expiration date; or (C) to continue all or any
part of outstanding Eurodollar Rate Loans having Eurodollar
Interest Periods which expire on the same date as Eurodollar Rate
Loans, and the succeeding Eurodollar Interest Period of such
continued Loans shall commence on such expiration date; provided,
however, no such outstanding Loan may be continued as, or be
converted into, a Eurodollar Rate Loan (i) if such continuation of,
or conversion into, would violate any of the provisions of Section
5.02 or (ii) if an Event of Default or a Potential Event of Default
would occur or has occurred and is continuing.  Any conversion into
or continuation of Eurodollar Rate Loans under this Section 5.01(c)
shall be in a minimum amount of $1,000,000 and in integral
multiples of $100,000 in excess of that amount except in the case
of a conversion into or a continuation of an entire Borrowing of
Non Pro Rata Loans.

     (ii)  To convert or continue a Loan under Section 5.01(c)(i),
the Borrower shall deliver a Notice of Conversion/Continuation to
the Administrative Agent no later than 11:00 a.m. (New York time)
at least three (3) Business Days in advance of the proposed
conversion/continuation date.  A Notice of Conversion/Continuation
shall specify (A) the proposed conversion/continuation date (which
shall be a Business Day), (B) the aggregate principal amount of the
respective Loans to be converted/continued, (C) whether such Loans
shall be converted and/or continued, and (D) in the case of a
conversion to, or continuation of, a Eurodollar Rate Loan, the
requested Eurodollar Interest Period.  In lieu of delivering a
Notice of Conversion/Continuation, the Borrower may give the
Administrative Agent telephonic notice of any proposed
conversion/continuation by the time required under this Section
5.01(c)(ii), and such notice shall be confirmed in writing
delivered to the Administrative Agent by facsimile transmission
promptly (but in no event later than 5:00 p.m. (New York time) on
the same day), the original of which facsimile copy shall be
delivered to the Administrative Agent within three (3) days after
the date of such transmission.  Promptly after receipt of a Notice
of Conversion/Continuation under this Section 5.01(c)(ii) (or
telephonic notice in lieu thereof), the Administrative Agent shall
notify each applicable Lender, by telecopy or other similar form of
transmission, of the proposed conversion/continuation.  Any Notice
of Conversion/Continuation for conversion to, or continuation of,
a Loan (or telephonic notice in lieu thereof) shall be irrevocable,
and the Borrower shall be bound to convert or continue in
accordance therewith.

     (d)  Default Interest.  Notwithstanding the rates of interest
specified in Section 5.01(a), effective immediately upon the
occurrence of an Event of Default (except an Event of Default
resulting from the gross negligence or willful misconduct of the
Administrative Agent) and for as long thereafter as such Event of
Default shall be continuing unwaived, the principal balance of all
Obligations, including, to the extent permitted by applicable law,
accrued interest unpaid when due, shall bear interest, payable on
demand, at a rate which is two percent (2.0%) per annum in excess
of the rate of interest specified in Section 5.01(a)(i).

     (e)  Computation of Interest.  Interest on all Obligations
shall be computed on the basis of the actual number of days elapsed
in the period during which interest accrues and a year of 360 days. 
In computing interest on any Loan, the date of the making of the
Loan or the first day of a Eurodollar Interest Period, as the case
may be, shall be included and the date of payment or the expiration
date of a Eurodollar Interest Period, as the case may be, shall be
excluded; provided, however, if a Loan is repaid on the same day on
which it is made, one (1) day's interest shall be paid on such
Loan.

     5.02.  Special Provisions Governing Eurodollar Rate Loans. 
With respect to Eurodollar Rate Loans:

     (a)  Amount of Eurodollar Rate Loans.  Each Borrowing of
Eurodollar Rate Loans shall be for a minimum amount of $1,000,000
and in integral multiples of $100,000 in excess of that amount.

     (b)  Determination of Eurodollar Interest Period.  By giving
notice as set forth in Section 2.02(b) (with respect to a Borrowing
of Eurodollar Rate Loans) or Section 5.01(c) (with respect to a
conversion into or continuation of Eurodollar Rate Loans), the
Borrower shall have the option, subject to the other provisions of
this Section 5.02, to select an interest period (each, a
"Eurodollar Interest Period") to apply to the Loans described in
such notice, subject to the following provisions: 

     (i)  The Borrower may only select, as to a particular
Borrowing of Eurodollar Rate Loans, a Eurodollar Interest Period of
one, two, three or six months in duration (or such intermediate
periods to which the Lenders may agree in their sole discretion,
provided that, for purposes of determining the interest rate with
respect to such intermediate periods, such periods shall be rounded
up to the next nearest period of full months);

     (ii)  In the case of immediately successive Eurodollar
Interest Periods applicable to a Borrowing of Eurodollar Rate
Loans, each successive Eurodollar Interest Period shall commence on
the day on which the next preceding Eurodollar Interest Period
expires;

     (iii)  If any Eurodollar Interest Period would otherwise
expire on a day which is not a Business Day, such Eurodollar
Interest Period shall be extended to expire on the next succeeding
Business Day if the next succeeding Business Day occurs in the same
calendar month, and if there will be no succeeding Business Day in
such calendar month, the Eurodollar Interest Period shall expire on
the immediately preceding Business Day;

     (iv)  The Borrower may not select a Eurodollar Interest Period
as to any Loan if such Eurodollar Interest Period terminates later
than the scheduled Revolving Credit Termination Date; and

     (v)  There shall be no more than six (6) Eurodollar Interest
Periods in effect at any one time.

     (c)  Determination of Interest Rate.  As soon as practicable
on the second Business Day prior to the first day of each
Eurodollar Interest Period (the "Eurodollar Interest Rate
Determination Date"), the Administrative Agent shall determine
(pursuant to the procedures set forth in the definition of
"Eurodollar Rate") the interest rate which shall apply to the
Eurodollar Rate Loans for which an interest rate is then being
determined for the applicable Eurodollar Interest Period and shall
promptly give notice thereof (in writing or by telephone confirmed
in writing) to the Borrower and to each Lender.  The Administrative
Agent's determination shall be presumed to be correct, absent
manifest error, and shall be binding upon the Borrower.  

     (d)     Interest Rate Unascertainable, Inadequate or Unfair. 
In the event that at least one (1) Business Day before the
Eurodollar Interest Rate Determination Date:

     (i)     the Administrative Agent is advised by Citibank that
deposits in Dollars (in the applicable amounts) are not being
offered by Citibank in the London interbank market for such
Eurodollar Interest Period; or

     (ii)     the Administrative Agent determines that adequate and
fair means do not exist for ascertaining the applicable interest
rates by reference to which the Eurodollar Rate then being
determined is to be fixed; or

     (iii)  the Requisite Lenders advise the Administrative Agent
that the Eurodollar Rate for Eurodollar Rate Loans comprising such
Borrowing will not adequately reflect the cost to such Requisite
Lenders of obtaining funds in Dollars in the London interbank
market in the amount substantially equal to such Lenders'
Eurodollar Rate Loans and for a period equal to such Eurodollar
Interest Period;

then the Administrative Agent shall forthwith give notice thereof
to the Borrower, whereupon (until the Administrative Agent notifies
the Borrower that the circumstances giving rise to such suspension
no longer exist) the right of the Borrower to elect to have Loans
bear interest based upon the Eurodollar Rate shall be suspended and
each outstanding Eurodollar Rate Loan shall be converted into a
Base Rate Loan on the last day of the then current Eurodollar
Interest Period therefor, notwithstanding any prior election by the
Borrower to the contrary.  

     (e)  Booking of Eurodollar Rate Loans.  Any Lender may make,
carry or transfer Eurodollar Rate Loans at, to, or for the account
of, its Eurodollar Lending Office or Eurodollar Affiliate or its
other offices or Affiliates.  No Lender shall be entitled, however,
to receive any greater amount under Article XIV as a result of the
transfer of any such Eurodollar Rate Loan to any office (other than
such Eurodollar Lending Office) or any Affiliate (other than such
Eurodollar Affiliate) than such Lender would have been entitled to
receive immediately prior thereto, unless (i) the transfer occurred
at a time when circumstances giving rise to the claim for such
greater amount did not exist and (ii) such claim would have arisen
even if such transfer had not occurred.

     (f)     Affiliates Not Obligated.  No Eurodollar Affiliate or
other Affiliate of any Lender shall be deemed a party to this
Agreement or shall have any liability or obligation under this
Agreement.

     5.03.  Fees.  (a)  Administrative Agent's Fee.  The Borrower
shall pay to the Administrative Agent, solely for the account of
the Administrative Agent, the fee provided in the Fee Letter as and
when set forth therein during the term of this Agreement.

     (b)  Fronting Fee and Letter of Credit Fee.  In addition to
any charges paid pursuant to Section 3.01(g), the Borrower shall
pay (i) to the Issuing Bank, a fee accruing at the rate of
one quarter of one percent (0.25%) on the undrawn face amount of
each outstanding Letter of Credit issued by such Issuing Bank (the
"Fronting Fee") and (ii) to the Administrative Agent, for the
account of the Revolving Lenders based on their respective
Revolving Credit Pro Rata Shares, a fee (the "Letter of Credit
Fee") accruing at a per annum rate equal to the Eurodollar Rate
Margin on the undrawn face amount of each outstanding Letter of
Credit, which Fronting Fee and Letter of Credit Fee shall be
payable quarterly, in arrears, on the first day of each calendar
quarter and on the Revolving Credit Termination Date; provided,
however, that upon the occurrence of an Event of Default, the rate
at which the Letter of Credit Fee shall accrue and be payable shall
be equal to two percent (2.0%) per annum plus the Eurodollar Rate
Margin.

     (c)  Commitment Fee.  (i) The Borrower shall pay to the
Administrative Agent, for the account of the Revolving Lenders in
accordance with their respective Revolving Credit Pro Rata Shares,
a fee (the "Commitment Fee"), accruing at the rate of one-half of
one percent (0.50%) per annum on the average amount by which the
Revolving Credit Commitments exceed the sum of the Revolving Credit
Obligations, such Commitment Fee being payable quarterly, in
arrears, commencing on the first day of the calendar quarter next
succeeding the Effective Date and on the Revolving Credit
Termination Date.

     (ii)  Notwithstanding the foregoing, in the event that any
Lender fails to fund its Revolving Credit Pro Rata Share of any
Revolving Loan which such Lender is obligated to fund under the
terms of this Agreement, (A) such Lender shall not be entitled to
any Commitment Fee with respect to its Revolving Credit Commitment
until such failure has been cured in accordance with Section
4.02(f)(ii) and (B) until such time, the Commitment Fee shall
accrue in favor of the Lenders which have funded their respective
Revolving Credit Pro Rata Shares of such requested Revolving Loan,
shall be allocated among such performing Lenders ratably based upon
their respective Revolving Credit Commitments, and shall be
calculated based upon the average amount by which the aggregate of
such Revolving Credit Commitments of such performing Lenders
exceeds the sum of (1) the Revolving Credit Obligations owing to
such performing Lenders, plus (2) the aggregate participation
interests of such performing Lenders arising pursuant to Section
3.01(e) with respect to undrawn and outstanding Letters of Credit.

     (d)  Contingent Fee.  The Borrower shall pay to the
Administrative Agent on June 30, 1998, for the account of the
Lenders in accordance with their respective Pro Rata Shares, a fee
(the "Contingent Fee") in an amount equal to $3,000,000 in the
event the Borrower has failed, by June 30, 1998, to commence, in a
manner and to an extent reasonably acceptable to the Administrative
Agent and either the Syndication Agent or the Documentation Agent,
a transaction acceptable to the Administrative Agent and either the
Syndication Agent or Documentation Agent, consisting of a
combination of asset sales and capital raising initiatives the
proceeds of which, in the aggregate, will enable the Borrower, on
or before December 31, 1998, to repay the Term Loans in full and
reduce the Revolving Credit Commitments to a maximum of
$52,000,000. In the event either of NationsBank or Salomon Brothers
Holding Company Inc is not a Lender on June 30, 1998, the aforesaid
determinations shall be made by the Administrative Agent and either
the Syndication Agent or Documentation Agent which is, or whose
Affiliate is, then a Lender and, if neither NationsBank nor Salomon
Brothers Holding Company Inc is a Lender on June 30, 1998, the
aforesaid determinations shall be made by the Administrative Agent. 


     (e)  Calculation and Payment of Fees.  The Commitment Fee,
Fronting Fee, and Letter of Credit Fee shall be calculated on the
basis of the actual number of days elapsed in a 360-day year.  All
such fees and the Contingent Fee shall be payable in addition to,
and not in lieu of, interest, compensation, expense reimbursements,
indemnification and other Obligations payable under this Agreement,
to the Administrative Agent at its office in New York, New York in
immediately available funds.  All such fees and the Contingent Fee
shall be fully earned and nonrefundable when paid.  All fees
specified or referred to in this Agreement due to the
Administrative Agent, any Issuing Bank or any Lender, including,
without limitation, those referred to in this Section 5.03, shall
bear interest, if not paid when due, at the interest rate for Base
Rate Loans set forth in Section 5.01(d), shall constitute
Obligations and shall be secured by all of the Collateral in which
Liens are granted by the Borrower and Domestic Subsidiaries.

     

<PAGE>
                         ARTICLE VI
            CONDITIONS TO LOANS AND LETTERS OF CREDIT

     6.01.  Conditions Precedent to the Initial Loans and Letters
of Credit.  The effectiveness of this Agreement, the obligation of
each Lender on the Effective Date to make the Loan requested to be
made by it, and the agreement of each Issuing Bank on the Effective
Date to issue or continue Letters of Credit, shall be subject to
the satisfaction of all of the following conditions precedent on or
before the Effective Date:

     (a)  Documents.  The Administrative Agent shall have received
on or before the Effective Date all of the following:

     (i)     this Agreement, the Notes and all other agreements,
documents and instruments relating to the loan and other credit
transactions contemplated by this Agreement and described in the
List of Closing Documents attached hereto as Exhibit I and made a
part hereof, each duly executed where appropriate and in form and
substance satisfactory to the Administrative Agent; without
limiting the foregoing, the Borrower hereby directs its counsel,
Cahill, Gordon & Reindel, and its General Counsel, Donald L.
Miller, to prepare and deliver to the Administrative Agent, the
Lenders, the Issuing Banks and Sidley & Austin, the opinions
referred to in such List of Closing Documents;

     (ii)  the Pro Forma Balance Sheet and Projections, in form and
substance satisfactory to the Administrative Agent, the
Documentation Agent and the Syndication Agent;

     (iii) an Officer's Certificate executed and delivered by the
president or vice president of the Borrower certifying that all
conditions precedent have been met;

     (iv)  the Tax Allocation Agreement in form and substance
satisfactory to the Administrative Agent;

     (v)  a solvency opinion relating to RHI and the Borrower
rendered by Valuation Research Corporation, dated the Effective
Date and giving effect to the financing transactions contemplated
hereby and all intercompany advances, loans, dividends and other
distributions to be made on the Effective Date, supported by such
analyses, valuations, appraisals, reviews, projections and other
documentation as the Administrative Agent deems appropriate; and 

     (vi)  such additional documentation as the Administrative
Agent may reasonably request.
     (b)  Perfection of Liens.  Evidence to the satisfaction of the
Administrative Agent shall have been received by the Administrative
Agent that all financing statements, mortgages, leasehold
mortgages, and other required notices relating to the Collateral
located in the United States have been filed or recorded,
certificates representing Capital Stock comprising part of the
Collateral have been delivered to the Administrative Agent (with
duly executed stock powers), and all title charges, recording fees
and filing taxes have been paid.

     (c)  Financial Statements.  The Administrative Agent,
Documentation Agent and Syndication Agent shall have determined the
Financial Statements of the Borrower and its Subsidiaries for the
period ending May 25, 1997 to be satisfactory in all respects. 

     (d)  Due Diligence.  The Administrative Agent and its counsel
shall have completed their updated due diligence review of the
financial condition, business, operations, assets, liabilities
(environmental, by way of indemnification, ERISA, and otherwise),
pending and threatened litigation, insurance coverage, corporate,
capital, legal and management structure and Contractual Obligations
of Borrower and its Subsidiaries, the results of which shall have
provided the Administrative Agent, each Lender and each Issuing
Bank with results and information which, in the judgment of such
Person, are satisfactory to permit the Administrative Agent, each
Lender and each Issuing Bank to enter into the financing
transactions contemplated hereby. All Schedules to this Agreement
shall be acceptable to the Administrative Agent and Lenders.

     (e)  No Legal Impediments.  No law, regulation, order,
judgment or decree of any Governmental Authority shall, and the
Administrative Agent shall not have received any notice that
litigation is pending or threatened which is likely to, (i) enjoin,
prohibit or restrain the making of the Loans and/or the issuance or
continuation of Letters of Credit on the Effective Date or (ii)
result in a Material Adverse Effect.

     (f)  No Change in Condition.  No change in the business,
assets, management, operations, financial condition or prospects of
the Operating Units or any business, assets, management,
operations, financial condition or prospects of the Borrower's
Subsidiaries shall have occurred since June 30, 1996, which change,
in the judgment of the Requisite Lenders, will, or is reasonably
likely to, result in a Material Adverse Effect.

     (g)  No Loss of Material Agreements and Licenses.  No
agreement or license which, in the judgment of the Requisite
Lenders, is material to the business, operations or employee
relations of the Borrower or any Subsidiary of the Borrower (other
than a Technologies Company) shall have been terminated, modified,
revoked, breached or declared to be in default.

     (h)  No Market Changes.  Since June 16, 1997, no material
adverse change shall have occurred in the conditions in the capital
markets or the market for loan syndications generally.

     (i)  No Default.  No Event of Default or Potential Event of
Default shall have occurred and be continuing or would result from
the making of the Loans and no "Event of Default" (as defined in
the First Amended Credit Agreement) shall have occurred and be
continuing unwaived.

     (j)  Representations and Warranties.  All of the
representations and warranties contained in Section 7.01, in any of
the other Loan Documents, or otherwise provided to the
Administrative Agent, Lenders and Issuing Banks shall be true and
correct in all material respects on and as of the Effective Date.

     (k)  Fees and Expenses Paid.  There shall have been paid to
the Administrative Agent, for the accounts of the  Lenders, Issuing
Banks, and the Administrative Agent, Documentation Agent, and
Syndication Agent, as applicable, all fees and expenses due and
payable on or before the Effective Date, whether under the terms of
the Commitment Letter or fee letters described therein.

     (l)  Fees and Expenses Under First Amended Credit Agreement
Paid.  All unpaid fees, interest and expenses accrued under the
terms of the First Amended Credit Agreement and other agreements
referred to therein through the Effective Date, shall have been
paid in full in immediately available funds.
     

     6.02.  Conditions Precedent to All Loans and Letters of
Credit.  The obligation of each Lender to make any Loan requested
to be made by it on any Funding Date and the agreement of each
Issuing Bank to issue any Letter of Credit on any date is subject
to the following conditions precedent as of each such date, both
before and after giving effect to the Loans to be made and/or the
Letter of Credit to be issued on such date:

     (a)  Representations and Warranties.  All of the
representations and warranties of the Borrower contained in Section
7.01 and in any other Loan Document (other than representations and
warranties which expressly speak as of a different date) shall be
true and correct in all material respects.

     (b)  No Defaults.  No Event of Default or Potential Event of
Default shall have occurred and be continuing or would result from
the making of the requested Loan or issuance of the requested
Letter of Credit.

     (c)  No Legal Impediments.  No law, regulation, order,
judgment or decree of any Governmental Authority shall, and the
Administrative Agent shall not have received from any Lender or
Issuing Bank notice that, in the judgment of such Lender or Issuing
Bank, litigation is pending or threatened which is likely to,
enjoin, prohibit or restrain, or impose or result in the imposition
of any material adverse condition upon, (i) such Lender's making of
the requested Loan or participation in the requested Letter of
Credit or (ii) such Issuing Bank's issuance of the requested Letter
of Credit.

     (d)  No Material Adverse Effect.  No event shall have occurred
since the date of this Agreement which has resulted, or is
reasonably likely to result, in a Material Adverse Effect.

     (e)  Notice of Borrowing and Borrowing Base Certificate.  The
Borrower shall have executed and delivered to the Administrative
Agent a Notice of Borrowing in accordance with the provisions of
Section 2.02 together with a Borrowing Base Certificate dated no
more than thirty (30) calendar days prior to the date of such
Notice of Borrowing.

Each submission by the Borrower to the Administrative Agent of a
Notice of Borrowing with respect to any Loan or a Notice of
Conversion/Continuation with respect to any Loan, each acceptance
by the Borrower of the proceeds of each Loan made, converted or
continued hereunder, each submission by the Borrower to an Issuing
Bank of a request for issuance of a Letter of Credit and the issu-
ance of such Letter of Credit, shall constitute a representation
and warranty by the Borrower as of the Funding Date in respect of
such Loan, the date of conversion or continuation and the date of
issuance of such Letter of Credit, that all the conditions
contained in this Section 6.02 have been satisfied or waived in
accordance with Section 15.07.


<PAGE>
                           ARTICLE VII
                 REPRESENTATIONS AND WARRANTIES

     7.01.  Representations and Warranties of the Borrower and RHI. 
In order to induce the Lenders and the Issuing Banks to enter into
this Agreement and to make the Loans and the other financial
accommodations to the Borrower and to issue the Letters of Credit
described herein, RHI and the Borrower hereby represent and warrant
to each Lender, each Issuing Bank and the Administrative Agent that
the following statements are true, correct and complete:

     (a)  Organization; Corporate Powers.  (i) RHI, the Borrower
and each Subsidiary of the Borrower (A) is a corporation duly
organized, validly existing and in good standing under the laws of
the jurisdiction of its organization, (B) is duly qualified to do
business as a foreign corporation and is in good standing under the
laws of each jurisdiction in which failure to be so qualified and
in good standing will have or is reasonably likely to have a
Material Adverse Effect, and (C) has all requisite corporate power
and authority to own, operate and encumber its Property and to
conduct its business as presently conducted and as proposed to be
conducted in connection with and following the consummation of the
transactions contemplated by this Agreement. RHI, the Borrower and
each Subsidiary of the Borrower which is a Domestic Subsidiary has
filed and maintained effective (unless exempt from the requirements
for filing) a current Business Activity Report with the appropriate
Governmental Authority in the states of Minnesota and New Jersey.

     (ii)  True, correct and complete copies of the Organizational
Documents identified on Schedule 7.01 A attached hereto have been
delivered to the Administrative Agent, each of which is in full
force and effect, has not been modified or amended except to the
extent indicated therein and, to the best of the Borrower's
knowledge, there are no defaults under such Organizational
Documents and no events which, with the passage of time or giving
of notice or both, would constitute a default under such
Organizational Documents.

     (b)  Authority.  (i)  RHI, the Borrower and each Subsidiary of
the Borrower has the requisite corporate power and authority (A) to
execute, deliver and perform each of the Loan Documents which have
been executed by it as required by this Agreement on or prior to
the Effective Date and (B) to file or record the Loan Documents
which have been filed or recorded by it with any Governmental
Authority as required by this Agreement on or prior to the
Effective Date.

     (ii)  The execution, delivery, performance and filing or
recording, as the case may be, of each of the Loan Documents which
have been executed, filed or recorded as required by this Agreement
on or prior to the Effective Date and to which RHI, the Borrower or
any Subsidiary of the Borrower is party and the consummation of the
transactions contemplated thereby, have been duly approved by the
respective boards of directors (or substantially similar governance
bodies, as applicable) and, if necessary, the shareholders of such
Person and such approvals have not been rescinded.  No other
corporate action or proceedings on the part of RHI, the Borrower or
any Subsidiary of the Borrower is necessary to consummate such
transactions.

     (iii)  Each of the Loan Documents to which RHI, the Borrower
or any Subsidiary of the Borrower is a party (A) has been duly
executed, delivered, filed or recorded, as the case may be, by it,
(B) where applicable, creates valid and perfected first Liens in
the Collateral covered thereby securing the payment of all of the
Obligations purported to be secured thereby, (C) constitutes such
Person's respective legal, valid and binding obligation,
enforceable against it in accordance with its terms, and (D) is in
full force and effect and no material term or condition thereof has
been amended, modified or waived from the terms and conditions
contained therein as delivered to the Administrative Agent pursuant
to Section 6.01(a) without the prior written consent of the
Requisite Lenders. All parties to the Loan Documents have performed
and complied with all the terms, provisions, agreements and
conditions set forth therein and required to be performed or
complied with by such parties on or before the Effective Date, all
filings and recordings and other actions which are necessary or
desirable to perfect and protect the Liens granted pursuant to the
Loan Documents and preserve their required priority have been duly
taken, and no Potential Event of Default, Event of Default or
breach of any covenant by any such party exists thereunder.

     (c)  Subsidiaries; Ownership of Equity Securities.  Schedule
7.01 C attached hereto and as the same may be amended from time to
time (i) contains a diagram indicating the corporate structure of
RHI, the Borrower, their respective Subsidiaries and any other
Person in which RHI, the Borrower or any of their respective
Subsidiaries holds a direct or indirect partnership, joint venture
or other equity interest and indicates the nature of such interest
with respect to each Person included in such diagram; and (ii)
accurately sets forth (A) the correct legal name of such Person,
the jurisdiction of its incorporation or organization and the
jurisdictions in which it is qualified to transact business as a
foreign corporation or otherwise and (B) the authorized, issued and
outstanding shares or interests of each class of equity Securities
of RHI, the Borrower and each of their respective Subsidiaries and
the owners of such shares or interests.  None of such issued and
outstanding equity Securities is subject to any vesting,
redemption, or repurchase agreement, and there are no warrants,
puts, or options (other than Permitted Equity Securities Options)
outstanding with respect to such equity Securities other than as
disclosed on Schedule 7.01-C as attached hereto or amended from
time to time.  The outstanding equity Securities of RHI, the
Borrower and each of their respective Subsidiaries are duly
authorized, validly issued, fully paid and nonassessable free and
clear of any Liens, except for the Liens granted pursuant to the
Loan Documents, and are not Margin Stock except as specifically
identified on Schedule 7.01-C.

     (d)  No Conflict.  The execution, delivery and performance of
each of the Loan Documents to which RHI, the Borrower or any
Subsidiary of RHI or the Borrower is a party do not and will not
(i) conflict with the Organizational Documents of such Person, (ii)
constitute a tortious interference with any Contractual Obligation
of any Person or conflict with, result in a breach of or constitute
(with or without notice or lapse of time or both) a default under
any Requirement of Law or Contractual Obligation of such Person, or
require termination of any Contractual Obligation, the consequences
of which violation, breach, default or termination, singly or in
the aggregate, will, or is reasonably likely to, result in a
Material Adverse Effect or may subject the Administrative Agent,
any of the Lenders or any of the Issuing Banks to any liability,
(iii) result in or require the creation or imposition of any Lien
whatsoever upon any of the Property or assets of such Person, other
than Liens contemplated by the Loan Documents, or (iv) require any
approval of such Person's shareholders, which has not been
obtained.

     (e)  Governmental Consents.  The execution, delivery and
performance of each of the Loan Documents to which RHI, the
Borrower or any Subsidiary of RHI or the Borrower is a party do not
and will not require any registration with, consent or approval of,
or notice to, or other action to, with or by any Governmental
Authority, except (i) filings, consents or notices which have been
made, obtained or given and (ii) filings necessary to create or
perfect the Administrative Agent's security interests in the
Collateral.

     (f)  Governmental Regulation.  Neither RHI nor the Borrower,
nor any Subsidiary of RHI or the Borrower, is subject to regulation
under the Public Utility Holding Company Act of 1935, the Federal
Power Act, the Interstate Commerce Act, or the Investment Company
Act of 1940, or any other federal or state statute or regulation or
other Requirement of Law which limits its ability to incur
indebtedness or its ability to consummate the transactions
contemplated hereby or by the Loan Documents.

     (g)  Restricted Junior Payments.  The Borrower has not
directly or indirectly declared, ordered, paid or made or set apart
any sum or Property for any Restricted Junior Payment or agreed to
do so, except as permitted pursuant to Section 10.06.

     (h)  Intentionally omitted.

     (i)  Pro Forma Financials.  The Pro Forma Balance Sheet,
copies of which have been furnished to the Lenders on the Effective
Date, fairly presents on a pro forma basis the financial condition
of the Operating Units as of the date designated therein.  The
Projections and the assumptions expressed in the Pro Forma Balance
Sheet are reasonable based on the information available to the
Borrower at the time so furnished.

     (j)  Indebtedness.  Schedule 1.01.9 attached hereto or as
amended from time to time sets forth all Indebtedness for borrowed
money of RHI, the Borrower and the Borrower's Subsidiaries and
there are no defaults in the payment of principal or interest on
any such Indebtedness and no payments thereunder have been deferred
or extended beyond their stated maturity (except as disclosed on
such Schedule).

     (k)     Litigation; Adverse Effects.  Except as set forth in
Schedule 7.01-K attached hereto, there is no action, suit,
proceeding, Claim, investigation or arbitration before or by any
Governmental Authority or private arbitrator pending or, to the
knowledge of RHI, the Borrower or any of the Borrower's
Subsidiaries, threatened against VSI or FII (with respect to which
the Borrower or any of its Subsidiaries may have successor
liability), TFC, RHI, the Borrower or any Subsidiary of the
Borrower or any of the Property (i) challenging the validity or the
enforceability of any of the Loan Documents, (ii) which will, or is
reasonably likely to, result in any Material Adverse Effect, or
(iii) under the Racketeering Influenced and Corrupt Organizations
Act or any similar federal or state statute where such Person is a
defendant in a criminal indictment that provides for the forfeiture
of assets to any Governmental Authority as a criminal penalty. 
There is no material loss contingency within the meaning of GAAP
which has not been reflected in the Pro Forma Balance Sheet or,
after the Effective Date, the consolidated Financial Statements of
RHI or the Borrower.  None of TFC, RHI, the Borrower or any
Subsidiary of the Borrower is (A) in violation of any applicable
Requirements of Law which violation will result, or is reasonably
likely to result, in a Material Adverse Effect, or (B) subject to
or in default with respect to any final judgment, writ, injunction,
restraining order or order of any nature, decree, rule or
regulation of any court or Governmental Authority which will, or is
reasonably likely to, result in a Material Adverse Effect.

     (l)  No Material Adverse Effect.  Since June 30, 1996, there
has occurred no event with respect to the Borrower or any Affiliate
of the Borrower which has resulted, or is reasonably likely to
result, in a Material Adverse Effect.

     (m)     Tax Examinations.  The IRS has examined (or is
foreclosed from examining by applicable statutes) the consolidated
federal income tax returns of TFC for all tax periods prior to and
including the taxable year ending June 30, 1993.  All deficiencies
which have been asserted against RHI, the Borrower or any of the
Borrower's Subsidiaries as a result of any federal, state, local or
foreign tax examination for each taxable year in respect of which
an examination has been conducted have been fully paid or finally
settled or are being contested in good faith, and no issue has been
raised in any such examination which, by application of similar
principles, reasonably can be expected to result in assertion of a
material deficiency for any other year not so examined which has
not been reserved for in the Borrower's consolidated Financial
Statements heretofore delivered to the Administrative Agent to the
extent, if any, required by GAAP.  None of RHI, the Borrower or any
Subsidiary of the Borrower has taken any reporting positions for
which it does not have a reasonable basis and does not anticipate
any further material adverse tax liability with respect to the
years which have not been closed pursuant to applicable law and
which are not reserved in the Financial Statements described above
or the Financial Statements of RHI, as applicable.

     (n)  Payment of Taxes.  All tax returns and reports of each of
TFC, RHI, the Borrower and their Subsidiaries (or the respective
predecessors in interest of the Borrower and its Subsidiaries)
required to be filed have been timely filed, and all taxes,
assessments, fees and other charges of Governmental Authorities
thereupon and upon or relating to their respective Property,
assets, income and franchises which are shown in such returns or
reports to be due and payable have been paid, except to the extent
(i) such taxes, assessments, fees and other charges are being
contested in good faith by an appropriate proceeding diligently
pursued as permitted by the terms of Section 9.04 and (ii) non-
payment of the amounts thereof would not, individually or in the
aggregate, result in a Material Adverse Effect.  Neither RHI nor
the Borrower has any knowledge of any proposed tax assessment
against TFC, RHI, the Borrower or any Subsidiary of the Borrower
(or the respective predecessors in interest of the Borrower and its
Subsidiaries) that will, or is reasonably likely to, result in a
Material Adverse Effect.

     (o)  Performance.  None of RHI, the Borrower, any Subsidiary
of the Borrower, or any predecessor in interest of the Borrower or
any of its Subsidiaries, has received any notice, citation, or
allegation, nor has actual knowledge, that (i) it is in default in
the performance, observance or fulfillment of any of the
obligations, covenants or conditions contained in any Contractual
Obligation applicable to it, (ii) any Property of RHI, the Borrower
or any Subsidiary of the Borrower is in violation of any
Requirement of Law, or (iii) any condition exists which, with the
giving of notice or the lapse of time or both, would constitute a
default with respect to any such Contractual Obligation, in each
case, except where such default or defaults, if any, will not, or
is not reasonably likely to, result in a Material Adverse Effect.

     (p)  Disclosure.  The representations and warranties of RHI,
the Borrower and the Borrower's Subsidiaries contained in the Loan
Documents, and all certificates and other documents delivered to
the Administrative Agent pursuant to the terms thereof, do not
contain any untrue statement of a material fact or omit to state a
material fact necessary in order to make the statements contained
herein or therein, in light of the circumstances under which they
were made, not misleading.  Neither RHI nor the Borrower has
intentionally withheld any fact from the Administrative Agent, the
Issuing Banks or the Lenders in regard to any matter which will, or
is reasonably likely to, result in a Material Adverse Effect.

     (q)  Requirements of Law.  RHI, the Borrower and each
Subsidiary of the Borrower, respectively, is in compliance with all
Requirements of Law applicable to it and its respective businesses,
in each case where the failure to so comply individually or in the
aggregate will, or is reasonably likely to, result in a Material
Adverse Effect.

     (r)  Environmental Matters.  (i) Except as disclosed on
Schedule 7.01-R attached hereto:

     (A) neither the Borrower nor any Domestic Subsidiary (or any
of their respective predecessors in interest) has received any
unresolved notice from any federal, state or local agency to the
effect that its operations are not in compliance with any
applicable Environmental, Health or Safety Requirements of Law or
the subject of any federal or state investigation evaluating
whether any remedial action is needed to respond to a Release of a
Contaminant into the environment;

     (B) to the knowledge of the Borrower, none of the Borrower,
the Domestic Subsidiaries (or any of their respective predecessors
in interest), or any of its their respective present or past
Property or operations, are subject to or the subject of any
judicial or administrative proceeding, order, judgment, decree,
dispute, negotiations, agreement, or settlement respecting (I) any
Environmental, Health or Safety Requirements of Law, (II) any
Remedial Action, (III) any Claims or Liabilities and Costs arising
from the Release or threatened Release of a Contaminant into the
environment, or (IV) any violation of or liability under any
Environmental, Health or Safety Requirement of Law that the
Borrower or Domestic Subsidiaries reasonably believe will result in
a material expenditure of money;

     (C)  none of the Borrower, any Domestic Subsidiary, or any of
their respective predecessors in interest has filed any notice
under any applicable Requirement of Law (I) reporting a Release of
a Contaminant where remedial action has not been conducted to the
satisfaction of the appropriate Governmental Authority; or (II)
reporting a violation of any applicable Environmental, Health or
Safety Requirement of Law where such violation has not been
corrected to the satisfaction of the appropriate Governmental
Authority;  

     (D)  none of the Borrower's or the Domestic Subsidiaries'
present or past Property is listed or, to the knowledge of the
Borrower, proposed for listing on the National Priorities List
("NPL") pursuant to CERCLA or on the Comprehensive Environmental
Response Compensation Liability Information System List ("CERCLIS")
or any similar state list of sites requiring Remedial Action; 

     (E)  to the knowledge of the Borrower, neither the Borrower
nor any Domestic Subsidiary has any material contingent liability
in connection with any Release or threatened Release of any
Contaminants into the environment; and

     (F)  no Environmental Lien has attached to any Property.


     (ii)  the Borrower and each Domestic Subsidiary are conducting
and will continue to conduct their respective business and
operations in an environmentally responsible manner in material
compliance with Environmental, Health or Safety Requirements of
Law, and the Borrower and its Subsidiaries, taken as a whole, have
not been, and have no reason to believe that they will be, subject
to Liabilities and Costs arising out of or relating to
environmental, health or safety matters that have or will result in
material cash expenditures by the Borrower and the Domestic
Subsidiaries in the aggregate for the Fiscal Year ending June 30,
1998 in excess of the reserves established therefor.

     (s)     ERISA.  None of RHI, the Borrower or any Subsidiary of
the Borrower contributes to any Benefit Plan, Multiemployer Plan or
Foreign Pension Plan. No ERISA Event has occurred or is reasonably
expected to occur that has resulted or is reasonably likely to
result in a material liability of RHI, the Borrower or any
Subsidiary of the Borrower. Schedule B (Actuarial Information) to
the 1995 annual report (Form 5500 Series) for each Benefit Plan,
copies of which have been filed with the Internal Revenue Service
and furnished to the Administrative Agent, is complete and accurate
and fairly presents the funding status of such Benefit Plan, and
since the date of such Schedule B there has been no material
adverse change in such funding status. Neither the Borrower nor any
ERISA Affiliate has incurred or is reasonably expected to incur any
withdrawal liability to any Multiemployer Plan. Neither the
Borrower nor any ERISA Affiliate has been notified by the sponsor
of a Multiemployer Plan that such Multiemployer Plan is in
reorganization or has been terminated, within the meaning of Title
IV of ERISA, and no Multiemployer Plan is reasonably expected to be
in reorganization or to be terminated, within the meaning of Title
IV of ERISA. The aggregate annualized cost (including, without
limitation, the cost of insurance premiums) with respect to post-
retirement benefits under Benefit Plans for which RHI and/or the
Borrower is liable does not exceed $10,000,000.

     (t)  Foreign Employee Benefit Matters.  Each Foreign Employee
Benefit Plan is in compliance in all material respects with all
laws, regulations and rules applicable thereto and the respective
requirements of the governing documents for such Plan.  The
aggregate of the liabilities to provide all of the accrued benefits
under any Foreign Pension Plan does not exceed the current fair
market value of the assets held in the trust or other funding
vehicle for such Plan.  With respect to any Foreign Employee
Benefit Plan maintained or contributed to by the Borrower, any of
its Subsidiaries or any ERISA Affiliate (other than a Foreign
Pension Plan), reasonable reserves have been established in
accordance with prudent business practice or where required by
ordinary accounting practices in the jurisdiction in which such
Plan is maintained.  The aggregate unfunded liabilities, after
giving effect to any reserves for such liabilities, with respect to
such Plans does not exceed the current fair market value of the
assets held in the trust or other funding vehicle for such Plan. 
There are no actions, suits or claims (other than routine claims
for benefits) pending or, to the best knowledge of the Borrower,
threatened against the Borrower, any Subsidiary of the Borrower or
any ERISA Affiliate with respect to any Foreign Employee Benefit
Plan.

     (u)  Labor Matters.  Schedule 7.01-U accurately sets forth all
labor contracts, other than national union agreements to which any
Subsidiary of the Borrower domiciled in Europe is a party, to which
RHI, the Borrower or any Subsidiary of the Borrower is a party on
the date hereof and the expiration date of each such contract. 
There are no strikes, lockouts or other grievances relating to any
collective bargaining or similar agreement to which RHI, the
Borrower or any Subsidiary of the Borrower is a party.

     (v)  Securities Activities.  None of RHI, the Borrower or any
Subsidiary of the Borrower is engaged in the business of extending
credit for the purpose of purchasing or carrying Margin Stock.

     (w)  Solvency.  After giving effect to the Loans to be made
and Letters of Credit to be issued or continued on the Effective
Date or such other date as Loans requested hereunder are made or
Letters of Credit requested hereunder are issued, the disbursement
of the proceeds of such Loans pursuant to the Borrower's
instructions, and the making of any intercompany advance or loan,
dividend or other distribution, RHI, the Borrower and each
Subsidiary of the Borrower is Solvent.

     (x)     Patents, Trademarks, Permits, Etc.; Government
Approvals.  (i)  RHI, the Borrower and each Subsidiary of the
Borrower, as applicable, owns, is licensed or otherwise has the
lawful right to use, or has all Permits and other governmental
approvals, patents, trademarks, trade names, copyrights,
technology, know-how, permits and processes used in or necessary
for the conduct of its respective business as currently conducted
which are material to its condition (financial or otherwise),
operations, performance and prospects, taken as a whole.  Except as
set forth on Schedule 7.01-X attached hereto, no claims are pending
or, to the best of RHI's and the Borrower's knowledge following
diligent inquiry, threatened that RHI, the Borrower or any
Subsidiary of the Borrower is infringing or otherwise adversely
affecting the rights of any Person with respect to such Permits and
other governmental approvals, patents, trademarks, trade names,
copyrights, technology, know-how, permits and processes, except for
such claims and infringements as do not, in the aggregate, give
rise to any liability on the part of RHI, the Borrower or any
Subsidiary of the Borrower which will, or is reasonably likely to,
result in a Material Adverse Effect.

     (ii)  The consummation of the transactions contemplated by the
Loan Documents will not impair the ownership of or rights under (or
the license or other right to use, as the case may be) any Permits
and governmental approvals, patents, trademarks, trade names,
copyrights, technology, know-how, permits or processes by RHI, the
Borrower or any Subsidiary of the Borrower in any manner which
will, or is reasonably likely to, result in a Material Adverse
Effect.

     (y)  Assets and Properties.  RHI, the Borrower and each
Subsidiary of the Borrower has good and marketable title to all of
the assets and Property (tangible and intangible) owned by it
(except insofar as marketability may be limited by any laws or
regulations of any Governmental Authority affecting such assets),
and all such assets and Property are free and clear of all Liens
except Liens securing the Obligations and Liens permitted under
Section 10.03.  Substantially all of the assets and Property owned
by, leased to, or used by RHI, the Borrower and/or each Subsidiary
of the Borrower in their respective businesses is in adequate
operating condition and repair, ordinary wear and tear excepted, is
free and clear of any known defects except such defects as do not
substantially interfere with the continued use thereof in the
conduct of normal operations, and is able to serve the function for
which they are currently being used, except in each case where the
failure of such asset to meet such requirements would not, or is
not reasonably likely to, result in a Material Adverse Effect. 
Neither this Agreement nor any other Loan Document, nor any
transaction contemplated under any such agreement, will affect any
right, title or interest of RHI, the Borrower or any Subsidiary of
the Borrower in and to any of such assets in a manner that would,
or is reasonably likely to, result in a Material Adverse Effect.

     (z)  Insurance.  Schedule 7.01-Z attached hereto or as amended
from time to time accurately sets forth as of the date of such
Schedule all insurance policies and programs in effect with respect
to the respective Property and assets and business of RHI, the
Borrower and the Borrower's Subsidiaries, specifying for each such
policy and program, (i) the amount thereof, (ii) the risks insured
against thereby, (iii) the name of the insurer and each insured
party thereunder, (iv) the policy or other identification number
thereof, and (v) the expiration date thereof.  The Borrower has
delivered to the Administrative Agent copies of all such insurance
policies.  Such insurance policies and programs are currently in
full force and effect, in compliance with the requirements of
Section 9.05 and are in amounts sufficient to cover the replacement
value of the respective Property and assets of RHI, the Borrower
and the Borrower's Subsidiaries.

     (aa)  Pledge of Capital Stock.  The grant and perfection of
the security interest in the Capital Stock of the Borrower and the
Subsidiaries of the Borrower constituting a portion of the
Collateral for the benefit of the Holders, as contemplated by the
terms of the Loan Documents, is not made in violation of the
registration provisions of the Securities Act, any applicable
provisions of other federal securities laws, state securities or
"Blue Sky" law, foreign securities law, or applicable general
corporation law or in violation of any other Requirement of Law.

     (bb)  Liquidity.  The unused Revolving Credit Commitments,
together with the remaining liquidity sources available to the
Borrower and RHI is sufficient to fund all of RHI's and the
Borrower's cash requirements through December 31, 1998, including,
without limitation, cash requirements of TFC, in accordance with
all Requirements of Law.

<PAGE>
                         ARTICLE VIII
                    REPORTING COVENANTS

     The Borrower covenants and agrees that so long as any
Revolving Credit Commitments are outstanding and thereafter until
payment in full of all of the Obligations (other than indemnities
not yet due), unless the Requisite Lenders shall otherwise give
their prior written consent thereto:

     8.01. Financial Statements; Communications with Accountants.
The Borrower shall maintain, and cause each of its Subsidiaries to
maintain, a system of accounting established and administered in
accordance with sound business practices to permit preparation of
consolidated Financial Statements in conformity with GAAP and each
of the Financial Statements described below shall be prepared from
such system and records.  

     (a)  Monthly Financial Reports.  (i) The Borrower shall
deliver or cause to be delivered to the Administrative Agent and
the Lenders during the period commencing on the Effective Date and
ending on February 22, 1998, (A) "preliminary reports" (in the form
attached hereto as Exhibit J and made a part hereof) for each
Operating Unit for each Fiscal Month ending in June, July or August
of each Fiscal Year and for the Fiscal Year to the date ending on
the last day of such Fiscal Month, as soon as practicable and in
any event within seventy-five (75) days after the end of each
Fiscal Month ending in June and sixty (60) days after the end of
each such Fiscal Month ending in July or August, (B) consolidated
balance sheets of each Operating Unit and the related consolidated
statements of income (in the forms attached hereto as Exhibit J)
for each Fiscal Month and for the Fiscal Year to date ending on the
last day of such Fiscal Month, as soon as practicable, and in any
event within (1) one hundred (100) days after the end of each
Fiscal Month ending in June, (2) ninety (90) days after the end of
each Fiscal Month ending in July, (3) seventy-five (75) days after
each Fiscal Month ending in August, and (4) fifty-five (55) days
after the end of each other Fiscal Month, in each case for the
Fiscal Month then ending. 

     (ii) The Borrower shall deliver or cause to be delivered to
the Administrative Agent and the Lenders from and after February
23, 1998 consolidated and consolidating balance sheets and income
statements and consolidated cash flow statements for the Borrower
and its Subsidiaries for each Fiscal Month (commencing with the
Fiscal Month ending February 22, 1998) and on a Fiscal Year to date
basis as soon as practicable and in any event within forty-five
(45) days after the end of each Fiscal Month. 

     (b)  Quarterly Financial Reports.  The Borrower shall deliver
or cause to be delivered to the Administrative Agent and the
Lenders (i) consolidated and consolidating balance sheets of (A)
TFC and its Subsidiaries, related consolidated and consolidating
statements of income, and related consolidated statements of cash
flow and stockholders' equity on a quarterly and Fiscal Year to
date basis, (B) RHI and its Subsidiaries, related consolidated and
consolidating statements of income, and related consolidated
statements of cash flow and stockholders' equity on a quarterly and
Fiscal Year to date basis, and (C) the Borrower and its
Subsidiaries, related consolidated and consolidating statements of
income, and related consolidated statements of cash flow and
stockholders' equity on a quarterly and Fiscal Year to date basis,
and (ii) schedules of the Investments of each of TFC and RHI as of
the end of the applicable Fiscal Quarter then ending, in each event
as soon as practicable, and in any event (1) within fifty-five (55)
days after the end of each of the first three Fiscal Quarters in
each Fiscal Year for the Fiscal Quarter then ending and (2) within
one hundred (100) days after the end of the fourth Fiscal Quarter
in each Fiscal Year for the Fiscal Quarter then ending.        

     (c)  Annual Financial Statements.  The Borrower shall deliver
or cause to be delivered to the Administrative Agent and the
Lenders for each Fiscal Year ending on June 30, 1997 and thereafter
(i) consolidated and consolidating balance sheets of each of TFC
and its consolidated Subsidiaries, RHI and its consolidated
Subsidiaries, and the Borrower and each of its consolidated
Subsidiaries as at the end of such Fiscal Year and (ii) the related
consolidated and consolidating statements of income and
consolidated statements of stockholder's equity and cash flow for
such Fiscal Year, as soon as practicable and in any event within
one hundred (100) days after the end of each Fiscal Year. The
consolidated Financial Statements of TFC, RHI and the Borrower
shall be accompanied by a report thereon of Arthur Andersen LLP or
other independent certified public accountants of recognized
national standing satisfactory to the Requisite Lenders, which
report shall be unqualified and shall state that such consolidated
financial statements present fairly the financial position of the
applicable Persons, as at the dates indicated and the results of
their operations and changes in their financial position for the
periods indicated in conformity with GAAP applied on a basis
consistent with prior years (or, in the event of a change in
accounting principles, such accountants' concurrence with such
change) and that the examination by such accountants in connection
with such consolidated financial statements has been made in
accordance with generally accepted auditing standards.

     (d)   Officer's Certificates.  (i) An Officer's Certificate of
TFC substantially in the form of Exhibit K attached hereto and made
a part hereof shall accompany the Financial Statements referenced
in clauses (b) and (c) above and an Officer's Certificate of the
Borrower substantially in the form of Exhibit K shall accompany the
Financial Statements referenced in clause (a) above certifying that
such Financial Statements fairly present the financial position of
the respective Operating Units or Persons, as applicable, as at the
dates indicated and the results of their operations for the periods
indicated in accordance with GAAP, subject to normal year end
adjustments, and stating that the officer of the Borrower signatory
thereto has reviewed the terms of the Loan Documents, and has made,
or caused to be made under his/her supervision, a review in
reasonable detail of the transactions and consolidated financial
condition of the Operating Units during the accounting period
covered by such Financial Statements, that such review has not
disclosed the existence during or at the end of such accounting
period, and that such Person does not have knowledge of the
existence as at the date of such Officer's Certificate, of any
condition or event which constitutes an Event of Default or
Potential Event of Default, or, if any such condition or event
existed or exists, specifying the nature and period of existence
thereof and what action RHI, the Borrower or the Borrower's
Subsidiaries has/have taken, is/are taking and proposes/propose to
take with respect thereto.

     (ii) The appropriate Financial Statements referenced above
shall also be accompanied by a certificate (the "Compliance
Certificate"), signed by the treasurer or vice president of the
Borrower, setting forth calculations (with such specificity as the
Administrative Agent may reasonably request) for the period then
ended which demonstrate compliance with the provisions of Article
XI, including, without limitation, the amount of Capital
Expenditures made, on a cumulative basis since the beginning of the
respective Fiscal Year; provided, however, that, during the period
commencing on the Effective Date and ending on February 22, 1998,
calculations with respect to compliance with Sections 11.02 and
11.03 shall only be required to be provided in the Compliance
Certificate for the Fiscal Months ending on September 28, 1997,
December 31, 1997 and February 22, 1998. From and after September
28, 1997, the Financial Statements described in clauses (a), (b)
and (c) above shall set forth, in comparative form, the figures for
the like period in the previous Fiscal Year. The Financial
Statements described in clauses (b) and (c) above shall set forth,
in comparative form, the figures for the period for which the
report is submitted set forth (A) in the Projections prior to
delivery of an updated business plan as described in Section
8.01(e), or (B) in the most recently dated business plan delivered
as described in Section 8.01(e), in each instance, all in
reasonable detail.  

     (e)  Other Financial Information.  With reasonable promptness,
the Borrower shall deliver such other information, reports,
filings, and data with respect to the Borrower and their
Subsidiaries as from time to time may be reasonably requested by
any Lender. With reasonable promptness after the Borrower's
preparation thereof, the Borrower shall deliver to the
Administrative Agent and Lenders an annual business plan.

     (f)  Communications with Accountants.  The Borrower authorizes
(i) the Administrative Agent, after giving the Borrower reasonable
prior written notice of its intent to do so, to communicate
directly with Borrower's independent certified public accountants
concerning the Financial Statements; provided that the Borrower is
not precluded by the Administrative Agent from being present for
such communication and (ii) such independent certified public
accountants, upon the Administrative Agent's written request with
a copy to the Borrower, to provide to the Administrative Agent
copies of any financial schedules prepared by such accountants for
the Borrower or Subsidiaries of the Borrower.

     8.02.  Events of Default.  Promptly upon any of the president,
any vice president, or the treasurer of the Borrower obtaining
knowledge (a) of any condition or event which constitutes an Event
of Default or Potential Event of Default, or becoming aware that
any Lender or the Administrative Agent has given any notice with
respect to a claimed Event of Default or Potential Event of Default
under this Agreement, (b) that any Person has given any notice to
the Borrower or any Subsidiary of the Borrower or taken any other
action with respect to a claimed default or event or condition of
the type referred to in Section 12.01(e), or (c) of any condition
or event which has resulted, or is reasonably likely to result, in
a Material Adverse Effect or affect the value of, or the
Administrative Agent's interest in, the Collateral in any material
respect, the Borrower shall deliver to the Administrative Agent and
the Lenders an Officer's Certificate specifying (i) the nature and
period of existence of any such claimed default, Event of Default,
Potential Event of Default, condition or event, (ii) the notice
given or action taken by such Person in connection therewith, and
(iii) what action the Borrower or Subsidiary of the Borrower has
taken, is taking and proposes to take with respect thereto.

     8.03.  Lawsuits.  Promptly upon the Borrower obtaining
knowledge of the institution of, or written threat of, any action,
suit, proceeding, governmental investigation or arbitration against
or affecting the Borrower or any Subsidiary of the Borrower or any
of the Property not previously disclosed pursuant to Section
7.01(k), which action, suit, proceeding, governmental investigation
or arbitration exposes, or in the case of multiple actions, suits,
proceedings, governmental investigations or arbitrations arising
out of the same general allegations or circumstances which expose,
in the Borrower's reasonable judgment, the Borrower and/or any
Subsidiary of the Borrower to liability in an amount aggregating
$5,000,000 or more (exclusive of claims covered by insurance
policies of the Borrower and its Subsidiaries unless the insurers
of such claims have disclaimed coverage or reserved the right to
disclaim coverage on such claims), the Borrower shall give written
notice thereof to the Administrative Agent and the Lenders and
provide such other information as may be reasonably available to
enable each Lender and the Administrative Agent and its counsel to
evaluate such matters. The Borrower upon request of the
Administrative Agent or the Requisite Lenders shall promptly give
written notice of the status of any action, suit, proceeding,
governmental investigation or arbitration covered by a report
delivered in accordance herewith and provide such other information
as may be reasonably available to it to enable each Lender and the
Administrative Agent and its counsel to evaluate such matters.

     8.04.  Schedules of Intercompany Transfers.  On the Effective
Date, the Borrower shall deliver to the Administrative Agent and
each Lender a schedule of dividends and other distributions on the
Capital Stock of the Borrower, loans and other advances made by the
Borrower to RHI, repayments of such loans and other advances, and
interest payments with respect to such loans and other advances in
accordance with the terms of the promissory notes evidencing the
same in the form attached hereto as Schedule 8.04 and made a part
hereof (a "Schedule of Intercompany Transfers") anticipated to be
made in each of the four (4) consecutive Fiscal Quarters commencing
on July 1, 1997. By no later than the fifth (5th) Business Day
prior to the end of the last Fiscal Quarter included on a given
Schedule of Intercompany Transfers, the Borrower shall deliver to
the Administrative Agent and each Lender a Schedule of Intercompany
Transfers for the four (4) consecutive Fiscal Quarters commencing
on the first day of the Fiscal Quarter immediately succeeding such
last Fiscal Quarter. In the event the Borrower intends to pay any
dividend or make any other distribution on the Capital Stock of the
Borrower, make any loan and other advance to RHI, repay any such
loan or other advance, or make any interest payment with respect to
such loans and other advances, in each instance which are not
identified on the Schedule of Intercompany Transfers then in
effect, the Borrower shall provide to the Administrative Agent
written notification thereof (or telephonic notice promptly
confirmed in writing) no less than thirty (30) days prior to the
payment date therefor or date of funding such loan or other
advance, as applicable. Nothing in this Section 8.04 shall be
construed to permit, or constitute the Lenders' consent to, any
transaction of the type described herein which is not expressly
permitted by Article X.  

     8.05.  Intentionally omitted.

     8.06.  Environmental Notices.  The  Borrower shall notify the
Administrative Agent and the Lenders in writing, promptly upon the
Borrower's learning thereof, of any:


     (i)  notice or claim to the effect that the Borrower or any
Subsidiary of the Borrower is subject to investigation or may be
subject to investigation or liable in an amount exceeding
$2,000,000 to any Person as a result of the Release or threatened
Release of any Contaminant into the environment;

     (ii)  notice that any Property is subject to an Environmental
Lien; and

     (iii)  notice to the Borrower or any Subsidiary of the
Borrower of any material violation of any Environmental, Health or
Safety Requirement of Law or the commencement or threat of any
judicial or administrative proceeding alleging such a material
violation by the Borrower or any Subsidiary of the Borrower.

Concurrently with the annual delivery to the independent
accountants of the Borrower of a letter relating to financial
exposure of the Borrower and its Subsidiaries with respect to
Environmental Liabilities and Costs substantially in the form of
that letter dated August 28, 1996 addressed to Arthur Andersen &
Co., a copy of which has been delivered to the Administrative Agent
prior to the Effective Date, the Borrower shall deliver a like
letter addressed to the Administrative Agent; provided, however,
that in the event no such letter is provided to the independent
accountants of the Borrower with respect to any given Fiscal Year,
such letter shall be prepared with respect to such Fiscal Year and
delivered to the Administrative Agent on October 31 of the calendar
year in which such Fiscal Year ends.

     8.07.  Other Reports.  The Borrower shall deliver or cause to
be delivered to the Administrative Agent and the Lenders copies of
all Financial Statements, reports and notices, if any, sent or made
available generally by TFC, RHI, or the Borrower to its Securities
holders or filed with the Commission and all press releases made
available generally by TFC, RHI, the Borrower or any Subsidiary of
the Borrower to the public concerning material developments in the
business of the Borrower or any Subsidiary of the Borrower, and all
notifications received by the Borrower or any Subsidiary of the
Borrower pursuant to the Securities Exchange Act and the rules
promulgated thereunder, in each instance, promptly upon the making
of such reports, giving of such notices or press releases, filings
with the Commission, and receipt of such notifications. In any
event, the Borrower shall deliver or cause to be delivered to the
Administrative Agent and the Lenders copies of all reports on Form
10-Q filed by TFC or RHI with the Commission within fifty-five (55)
days after the end of the quarter to which such reports pertain and
all reports on Form 10-K filed by TFC or RHI with the Commission
within one hundred (100) days after the end of each Fiscal Year.

     8.08.  Other Information.  Promptly upon receiving a request
therefor from the Administrative Agent or the Requisite Lenders,
the Borrower shall prepare and deliver to the Administrative Agent
and the Lenders such other information with respect to the
Borrower, any of their Subsidiaries, or the Collateral, including,
without limitation, schedules identifying and describing the
Collateral and any dispositions thereof, as from time to time may
be reasonably requested by the Administrative Agent or the
Requisite Lenders.

     8.09.  Borrowing Base Certificates.  The Borrower shall
prepare and deliver to the Administrative Agent and the Lenders a
Borrowing Base Certificate dated as of the end of each Fiscal Month
within fourteen (14) calendar days after the end of such Fiscal
Month.

<PAGE>
                          ARTICLE IX
                     AFFIRMATIVE COVENANTS

     RHI and the Borrower covenant and agree that so long as any
Revolving Credit Commitment is outstanding and thereafter until
payment in full of all of the Obligations (other than indemnities
not yet due), unless the Requisite Lenders shall otherwise give
prior written consent:

     9.01.  Corporate Existence, Etc.  RHI and the Borrower shall,
and shall cause each of their respective Subsidiaries to, at all
times maintain its corporate existence and preserve and keep, or
cause to be preserved and kept, in full force and effect its rights
and franchises material to its businesses, except where the loss or
termination of such rights and franchises is not likely to result
in a Material Adverse Effect.

     9.02.  Corporate Powers; Conduct of Business.  RHI and the
Borrower shall, and shall cause each of their respective
Subsidiaries to, qualify and remain qualified to do business and
maintain its good standing in each jurisdiction in which the nature
of its business and the ownership of its Property requires it to be
so qualified and in good standing.

     9.03.  Compliance with Laws, Etc.  RHI and the Borrower shall,
and shall cause each of their respective Subsidiaries to, (a)
comply with all Requirements of Law and all restrictive covenants
affecting it or its business, Property, assets or operations and
(b) obtain as needed all Permits necessary for its operations and
maintain such Permits in good standing, except in the case where
noncompliance with either clause (a) or (b) above is not reasonably
likely to result in a Material Adverse Effect.

     9.04.  Payment of Taxes and Claims; Tax Consolidation.  RHI
and the Borrower shall, and shall cause each of their respective
Subsidiaries to, pay (a) all taxes, assessments and other
governmental charges imposed upon it or on any of its Property or
assets or in respect of any of its franchises, business, income or
Property before any penalty or interest accrues thereon, and (b)
all Claims (including, without limitation, claims for labor,
services, materials and supplies) for sums which have become due
and payable and which by law have or may become a Lien (other than
a Lien permitted by Section 10.03) upon any Property or assets of
RHI, the Borrower or any such Subsidiary, prior to the time when
any penalty or fine shall be incurred with respect thereto;
provided, however, that no such taxes, assessments and governmental
charges referred to in clause (a) above or Claims referred to in
clause (b) above need be paid if being contested in good faith by
appropriate proceedings diligently instituted and conducted and if
such reserve or other appropriate provision, if any, as shall be
required in conformity with GAAP shall have been made therefor. 
Neither RHI nor the Borrower will, nor will either permit any of
its Subsidiaries to, file or consent to the filing of any
consolidated income tax return with any Person (other than TFC and
its Subsidiaries).

     9.05.  Insurance.  RHI and the Borrower shall maintain for
itself and its respective Subsidiaries, or shall cause each of its
respective Subsidiaries to maintain, in full force and effect the
insurance policies and programs listed on Schedule 7.01-Z or
substantially similar policies and programs or other policies and
programs as are reasonably acceptable to the Administrative Agent. 
All such policies and programs shall be maintained with responsible
and reputable insurers of companies engaged in similar businesses
and owning similar property in the same general geographic areas in
which RHI, the Borrower and/or their Subsidiaries, as applicable,
operate.  Each certificate and policy relating to Property damage,
boiler and machinery and/or business interruption coverage shall
contain an endorsement, in form and substance reasonably acceptable
to the Administrative Agent, showing loss payable to the
Administrative Agent, for the benefit of the Holders, and, if
required by the Administrative Agent, naming the Administrative
Agent as an additional insured under such policy.  Each certificate
and policy relating to coverage other than the foregoing shall, if
required by the Administrative Agent, contain an endorsement naming
the Administrative Agent as an additional insured or mortgagee
payee, as applicable, under such policy.  Such endorsement or an
independent instrument furnished to the Administrative Agent shall
provide that the insurance companies will give the Administrative
Agent at least thirty (30) days' written notice before any such
policy or policies of insurance shall be altered adversely to the
interests of the Holders or canceled and that no act, whether
willful or negligent, or default of RHI, the Borrower, any
Subsidiary of the Borrower or any other Person shall affect the
right of the Administrative Agent to recover under such policy or
policies of insurance in case of loss or damage.  In the event RHI,
the Borrower or any of its Subsidiaries, at any time or times
hereafter shall fail to obtain or maintain any of the policies or
insurance required herein or to pay any premium in whole or in part
relating thereto, then the Administrative Agent, without waiving or
releasing any obligations or resulting Event of Default hereunder,
may at any time or times thereafter (but shall be under no
obligation to do so) obtain and maintain such policies of insurance
and pay such premiums and take any other action with respect
thereto which the Administrative Agent deems advisable.  All sums
so disbursed by the Administrative Agent shall constitute
Protective Advances hereunder and be part of the Obligations,
payable as provided in this Agreement.

     9.06.  Inspection of Property; Books and Records; Discussions. 
RHI and the Borrower shall, and shall cause each of their
respective Subsidiaries to, permit any authorized representative(s)
designated by either the Administrative Agent or any Lender to
visit and inspect, whether by access to RHI's, the Borrower's and
such Subsidiaries' MIS or otherwise, any of the Property, to
examine, audit, check and make copies of its respective financial
and accounting records, books, journals, orders, receipts and any
correspondence (other than privileged correspondence with legal
counsel) and other data relating to their respective businesses or
the transactions contemplated hereby or referenced herein
(including, without limitation, in connection with environmental
compliance, hazard or liability), and to discuss their affairs,
finances and accounts with their officers, management personnel,
and independent certified public accountants, all upon reasonable
written notice and at such reasonable times during normal business
hours, as often as may be reasonably requested.  Each such
visitation and inspection (i) by or on behalf of any Lender shall
be at such Lender's expense and (ii) by or on behalf of the
Administrative Agent shall be at the Borrower's expense.  RHI and
the Borrower shall keep and maintain, and cause each of their
respective Subsidiaries to keep and maintain, in all material
respects on its MIS and otherwise proper books of record and
account in which entries in conformity with GAAP shall be made of
all dealings and transactions in relation to its respective
businesses and activities, including, without limitation,
transactions and other dealings with respect to the Collateral.  If
an Event of Default has occurred and is continuing, RHI and the
Borrower, upon the Administrative Agent's request, shall, and shall
cause each of their respective Subsidiaries to, turn over any such
records to the Administrative Agent or its representatives;
provided, however, that RHI and the Borrower may, in their
discretion, retain copies of such records.

     9.07.  Insurance and Condemnation Proceeds.  (a) Direction to
Insurers.  RHI and the Borrower hereby direct (and, if applicable,
shall cause the Subsidiaries of the Borrower to direct) all
insurers under policies of property damage, boiler and machinery
and business interruption insurance and payors of any condemnation
claim or award relating to the Property of such Persons to pay all
proceeds payable under such policies or with respect to such claim
or award directly to the Administrative Agent, for the benefit of
the Administrative Agent and the other Holders. In no case shall
such proceeds be payable to RHI, the Borrower or one or more of the
Borrower's Subsidiaries and the Administrative Agent.

     (b)  Application of Proceeds.  The Administrative Agent shall,
upon receipt of such proceeds, apply all of the proceeds so
received in repayment of the Obligations in the manner set forth in
Section 4.01(b)(vii). Notwithstanding the foregoing, in the event
proceeds of insurance received by the Administrative Agent under
property damage, boiler and machinery policies or business
interruption insurance policies (i) is less than $500,000 or (ii)
constitutes Replacement Proceeds, the Administrative Agent shall,
upon receipt of such proceeds, remit the amount so received to RHI,
the Borrower or a Subsidiary of the Borrower, as applicable
provided that there shall not then exist an Event of Default which
is continuing unwaived.

     9.08.  ERISA Compliance.  The Borrower shall, and shall cause
each of its Subsidiaries and ERISA Affiliates to, establish,
maintain and operate all Plans to comply in all material respects
with the provisions of ERISA, the Internal Revenue Code, all other
applicable laws, and the regulations and interpretations thereunder
and the respective requirements of the governing documents for such
Plans.

     9.09.  Foreign Employee Benefit Plan Compliance.  The Borrower
shall, and shall cause each of its Subsidiaries and ERISA
Affiliates to, establish, maintain and operate all Foreign Employee
Benefit Plans to comply in all material respects with all laws,
regulations and rules applicable thereto and the respective
requirements of the governing documents for such Plans.

     9.10.  Intentionally omitted.

     9.11.  Maintenance of Property.  RHI and the Borrower shall,
and shall cause each of their respective Subsidiaries to, maintain
in all material respects all of its respective owned and leased
Property in good, safe and insurable condition and repair, and not
permit, commit or suffer any waste or abandonment of any such
Property and from time to time shall make or cause to be made all
material repairs, renewal and replacements thereof, including,
without limitation, any capital improvements which may be required;
provided, however, that such Property may be altered or renovated
in the ordinary course of RHI's, the Borrower's or such
Subsidiaries' business.

     9.12.  Condemnation.  Immediately upon learning of the
institution of any proceeding for the condemnation or other taking
of any of the owned or leased Real Property of RHI, the Borrower or
any Subsidiary of RHI or the Borrower, the Borrower shall notify
the Administrative Agent of the pendency of such proceeding, and
permit the Administrative Agent to participate in any such
proceeding, and from time to time will deliver to the
Administrative Agent all instruments reasonably requested by the
Administrative Agent to permit such participation.

     9.13.  Tax Allocation Agreement.  RHI and the Borrower shall
maintain or cause to be maintained, in full force and effect, the
Tax Allocation Agreement, without amendment or modification unless
consented to by the Requisite Lenders.

     9.14.  Performance of Material Contracts.  RHI and the
Borrower shall, and shall cause each of their respective
Subsidiaries to, perform and observe all the terms and provisions
of each material Contractual Obligation to be performed or observed
by it, maintain each such material Contractual Obligation in full
force and effect, enforce each such material Contractual Obligation
in accordance with its terms, take all such action to such end as
may be from time to time requested by the Administrative Agent and,
upon request of the Administrative Agent, make to each other party
to each such material Contractual Obligation such demands and
requests for information and reports or for action as RHI, the
Borrower or such Subsidiary is entitled to make under such material
Contractual Obligation.

     9.15.  Further Assurances; Appraisals.  Upon the request of
the Administrative Agent, the Borrower shall, and shall cause each
Guarantor to: (a) execute and deliver to the Administrative Agent,
for the benefit of the Holders, such other agreements, documents,
and instruments which the Administrative Agent deems necessary or
desirable, in form and substance satisfactory to the Administrative
Agent, to enable the Administrative Agent to perfect, or maintain
perfected, Liens in the Collateral and (b) obtain and deliver to
the Administrative Agent updates of the Appraised Values of the
Borrower's and its Subsidiaries' Equipment and Real Property,
including, without limitation, Equipment and Real Property acquired
after the date of the appraisals identified on Schedule 1.01.1,
from appraisers satisfactory to the Administrative Agent and
performed on a basis consistent with the Appraised Values. 


<PAGE>
                      ARTICLE X
                 NEGATIVE COVENANTS

     RHI and the Borrower covenant and agree that, so long as any
Revolving Credit Commitments are outstanding and thereafter until
payment in full of all of the Obligations (other than indemnities
not yet due), unless the Requisite Lenders shall otherwise give
prior written consent:

     10.01.  Indebtedness.  RHI and the Borrower shall not and
shall not permit any of the Borrower's Subsidiaries to directly or
indirectly create, incur, assume or otherwise become or remain
directly or indirectly liable with respect to any Indebtedness,
except:

     (a)     the Obligations;

     (b)  Indebtedness for trade payables, wages and other accrued
expenses incurred in the ordinary course of business;

     (c)  Permitted Existing Indebtedness and any extensions,
renewals, refundings or replacements thereof, provided that any
such extension, renewal, refunding or replacement is in an
aggregate principal amount not greater than the principal amount
of, and is on terms no less favorable to the Borrower or the
applicable Subsidiary than the terms of, the Permitted Existing
Indebtedness so extended, renewed, refunded or replaced;

     (d)  to the extent permitted by Article XI and in any event in
an aggregate amount not to exceed $15,000,000 at any time,
Indebtedness of the Borrower and its Subsidiaries with respect to
Capital Leases and purchase money Indebtedness incurred by the
Borrower and its Subsidiaries to finance the acquisition of fixed
assets, and Indebtedness incurred by the Borrower and its
Subsidiaries to refinance such Capital Leases and purchase money
Indebtedness; provided, however, that prior to incurring Capital
Lease obligations owing to any one lessor or group of affiliated or
related lessors or purchase money Indebtedness owing to any one
holder or group of affiliated or related holders thereof, which in
either case aggregate(s) more than $2,000,000, the Borrower shall
obtain, or cause such Subsidiary to obtain, from such lessor(s) or
holder(s) a duly executed intercreditor agreement in form and
substance reasonably satisfactory to the Administrative Agent; 

     (e)  Indebtedness in respect of the Tax Allocation Agreement
and taxes, assessments, governmental charges and Claims for labor,
materials or supplies, to the extent that payment thereof is not
required pursuant to Section 9.04;

     (f)  Indebtedness, without duplication, constituting
Accommodation Obligations permitted by Section 10.05;

     (g)  Indebtedness arising from the following intercompany
loans:

(i) from the Borrower to any of its Subsidiaries which is a
Guarantor (other than Fairchild Technologies USA, Inc.) or from any
such Subsidiary to the Borrower or any other such Subsidiary,

(ii) from RHI to the Borrower; provided that such loans are
subordinated to the payment and performance of the Obligations and
are evidenced by promissory notes in form and substance
satisfactory to the Administrative Agent,

(iii) from the Borrower or its Subsidiaries to RHI prior to the
occurrence of an Event of Default or Potential Event of Default;
provided that such loans are identified on a Schedule of
Intercompany Transfers or notice with respect thereto is given to
the Administrative Agent as required by Section 8.04,

(iv) from the Borrower or any Subsidiary of the Borrower which is
a Guarantor, directly or indirectly, to any Subsidiary of the
Borrower which is not a Guarantor which, in the aggregate, do not
exceed $3,000,000 in any Fiscal Year, and

(v) from any Subsidiary of the Borrower which is not a Guarantor to
any other Subsidiary of the Borrower which is not a Guarantor;

     (h)  Indebtedness in respect of profit sharing plans to the
extent permitted under Section 10.04;

     (i)  Indebtedness in respect of Hedge Agreements in respect of
interest rates or foreign exchange contracts so long as the
Indebtedness thereunder receives "hedge accounting" treatment in
accordance with the regulations promulgated by the Commission and
staff interpretations thereof and such Hedge Agreements are not
entered into for speculative purposes;

     (j)  Indebtedness with respect to reasonable warranties and
indemnities made under any agreements for asset sales permitted
under Section 10.02 and Contractual Obligations of RHI, the
Borrower or any Subsidiary of the Borrower entered into in the
ordinary course of its business;

     (k)  Indebtedness under appeal bonds in connection with
judgments which do not result in an Event of Default or a Potential
Event of Default or any other breach hereunder, or bid or
performance bonds, provided that the aggregate amount of all such
Indebtedness does not exceed $2,000,000;

     (l)  Indebtedness of Fairchild Retiree Medical Services, Inc.
arising from intercompany loans from the Borrower and Indebtedness
of the Borrower arising from intercompany loans from Fairchild
Retiree Medical Services, Inc. in an aggregate net amount not to
exceed $2,000,000 at any time outstanding, which Indebtedness shall
be evidenced by promissory notes in form and substance satisfactory
to the Administrative Agent and endorsed to the Administrative
Agent as part of the Collateral;

     (m)  RHI's Indebtedness under that certain Restated and
Amended Credit Agreement dated as of May 27, 1996;

     (n)  Indebtedness of RHI for borrowed money on terms and
conditions satisfactory to the Administrative Agent and Syndication
Agent or Documentation Agent as provided in Section 5.03(d);
provided that the Borrower complies with the mandatory prepayment
provisions set forth in Section 4.01(b); and 

     (o)  in addition to the Indebtedness permitted by  clauses (a)
through (n) above, other unsecured Indebtedness in an aggregate
amount which, when combined with outstanding Accommodation
Obligations permitted under Section 10.05(d), does not exceed
$10,000,000 outstanding.

     10.02.  Sales of Assets.  RHI and the Borrower shall not and
shall not permit any of the Borrower's Subsidiaries to sell,
assign, transfer, lease, convey or otherwise dispose of any
Property, whether now owned or hereafter acquired by it, or any
income or profits therefrom, or enter into any agreement to do so,
except:

     (a)  the sale, assignment, transfer, lease, conveyance or
other disposition of any Property having a Fair Market Value, in
the case of an individual asset sale, assignment, transfer, lease,
conveyance or other disposition, not exceeding $1,000,000 or, in
the case of aggregate asset sales, assignments, transfers, leases,
conveyances and other dispositions in any Fiscal Year, not
exceeding $5,000,000, for consideration not less than the Fair
Market Value thereof so long as (i) any non-cash consideration
resulting from such sale, assignment, transfer, lease, conveyance
or other disposition shall be pledged or assigned to the
Administrative Agent, for the benefit of the Holders, pursuant to
an instrument in form and substance acceptable to the
Administrative Agent and (ii) the Borrower complies with the
mandatory prepayment provisions set forth in Section 4.01(b) and
the conditions to the release of Collateral described in Section
13.09(c);

     (b)  the sale of Inventory in the ordinary course of the
Borrower's and its Subsidiaries' respective businesses;

     (c)  the disposition of Equipment if such Equipment is traded
in for credit against the purchase price of replacement Equipment
or the proceeds of such disposition are reasonably promptly applied
to the purchase price of such replacement Equipment, is obsolete,
or is no longer useful in the ordinary course of RHI's, the
Borrower's or a Subsidiary of the Borrower's business;

     (d)  the sale of Investments in Cash Equivalents permitted
pursuant to Section 10.04(a);

     (e)  the sale, lease, transfer or other disposition of
Permitted Dispositions and RHI Excluded Property;

     (f)  the transfer of the Capital Stock of Fairchild
Technologies UK, Ltd. by Technologies Germany to Banner Investments
(U.K.) Limited for book value; 

     (g)  the transfer permitted pursuant to Section 10.09(b)(ii);

     (h)  the sale, transfer or other disposition (including,
without limitation, by merger) of Capital Stock of STFI held by
RHI, provided that, (i) in the event such sale, transfer or other
disposition is, in whole or in part, for cash, the Borrower
complies with the mandatory prepayment provisions set forth in
Section 4.01(b), (ii) in the event such sale, transfer or other
disposition is, in whole or in part, for non-cash consideration,
such non-cash consideration is STFI Substituted Stock, and (iii)
the aggregate consideration therefor (whether all cash, part cash
and part STFI Substituted Stock, or all STFI Substituted Stock, in
each instance with the value of the STFI Substituted Stock being
determined as of the date of such sale, transfer or other
disposition) received upon consummation of such sale, transfer or
other disposition, is not less than $50,000,000; 

     (i)  the sale of STFI Substituted Stock; provided that the
Borrower complies with the mandatory prepayment provisions set
forth in Section 4.01(b);

     (j)  the sale of any assets or Capital Stock of the
Technologies Companies, or any of them; provided that the Borrower
complies with the mandatory prepayment provisions set forth in
Section 4.01(b); and

     (k)  the sale by RHI of any Indebtedness issued under the TFC
Indentures to TFC; provided that such sale is in accordance with
Section 10.08; and 

     (l)  the sale by RHI of its Investment in the Capital Stock of
Sabanci Holding described in Section 10.04(f)(ii). 


     10.03.  Liens.  RHI and the Borrower shall not and shall not
permit any of the Borrower's Subsidiaries to directly or indirectly
create, incur, assume or permit to exist any Lien or negative
pledge on or with respect to any of their respective Property or
assets except:

     (a)  Liens created pursuant to the Loan Documents;

     (b)  Permitted Existing Liens and Liens against those shares
of STFI Substituted Stock issued in exchange for the STFI Series I
Preferred which is subject to a Permitted Existing Lien to secure
only those obligations which are secured by such Permitted Existing
Lien as of the Effective Date;

     (c)  Customary Permitted Liens;

     (d)  Liens arising due to the creation of escrows of proceeds
from any sale, assignment, lease, transfer or other disposition
permitted under Section 10.02;

     (e)  Liens securing appeal bonds permitted under Section
10.01(k); and

     (f)  Liens securing purchase money Indebtedness permitted
under Section 10.01(d); provided, that such Liens do not attach to
any property other than that purchased with the proceeds of such
purchase money Indebtedness.


     10.04.  Investments.  RHI and the Borrower shall not and shall
not permit any of the Borrower's Subsidiaries to directly or
indirectly make or own any Investment except:

     (a)  Investments in Cash Equivalents;

     (b)  Permitted Existing Investments, in each case increased or
decreased as required under GAAP as a result of annual adjustments
made to Investments accounted for under the equity method, and
additional Investments required to be made pursuant to the terms of
the Permitted Existing Investments as disclosed on Schedule
1.01.10;

     (c)  Investments in the form of loans to employees in an
aggregate amount not to exceed $250,000 at any time; provided that
such Investments shall be evidenced by a promissory note;

     (d)  Investments received in connection with the ankruptcy or
reorganization of suppliers and customers and in settlement or
composition of delinquent obligations of, and other disputes with,
customers and suppliers arising in the ordinary course of business;

     (e)  Investments by the Borrower in its Subsidiaries which, if
in the form of intercompany loans, would be permitted under Section
10.01(g);

     (f) Investments by RHI in: 

(i) the Borrower; provided that, if such Investments are in the
form of intercompany loans, they comply with Section 10.01(g),

(ii) Sabanci Holding, a corporation organized under the laws of
Turkey; provided that such Investments shall not exceed $1,000,000
in the aggregate,

(iii) Indebtedness of TFC issued under the TFC Indentures; provided
that the amount of such Investment made at any given time does not
exceed the amount of Restricted Junior Payments permitted to be
made by RHI to TFC under Section 10.06(d) at such time, and

(iv)  STFI Substituted Stock acquired as permitted pursuant to
Section 10.02(h);

     (g)  Investments by the Borrower and its Subsidiaries in RHI
permitted under Section 10.01(g);

     (h)  Investments by the Borrower and its Subsidiaries in an
aggregate amount not to exceed $7,000,000 made in connection with
acquisitions of assets or equity Securities of any Person engaged
in a business substantially similar to a business in which the
Borrower and its Subsidiaries are engaged as of the Effective Date;
provided that after giving effect to the making of such Investment,
no Potential Event of Default or Event of Default would occur;

     (i)  Investments made in connection with the acquisition of
outstanding minority interests in Transfix S.A. and Mecaero S.A.;

     (j)  Investments in the form of notes or equity Securities
payable to (i) the Borrower or any of its Subsidiaries in
connection with a Permitted Disposition, (ii) RHI in connection
with RHI Excluded Property, or (iii) a transaction permitted under
Section 10.02(a);

     (k)  Investments in an amount not to exceed $100,000     in
the aggregate in Subsidiaries of the Borrower formed after the
Effective Date;

     (l)  Investments by the Borrower in Banner Investments U.K.
Limited in amounts aggregating $1,000,000 in any given Fiscal Year; 


     (m)  Investments to effect the acquisition from RHI by
Fairchild Fasteners Europe - Simmonds S.A.R.L. of 298 shares of the
Capital Stock of Simmonds S.A. and Indebtedness in the form of
bonds convertible into Capital Stock of Simmonds S.A.;

     (n)  the contribution of the Capital Stock of Fairchild CDI
S.A. by the Borrower to VSI Holdings, Inc. and, thereupon, by VSI
Holdings, Inc. to Technologies Germany; and

     (o)  an Investment by RHI in STFI Substituted Stock acquired
as and when described in Section 10.02(h).

In no event shall RHI, the Borrower or any of the Borrower's
Subsidiaries form, create or establish any additional Subsidiaries
or become a partner in any Person without the prior written consent
of the Administrative Agent other than in connection with the sale,
lease, transfer or other disposition of Permitted Dispositions and
subject to the limitations set forth in clause (k) above; provided,
however, that, notwithstanding the foregoing, in no event shall
RHI, the Borrower or any of the Borrower's Subsidiaries become a
general partner in any Person without the prior written consent of
the Administrative Agent. No other provision of this Agreement
shall be deemed to prohibit any Investment which is specifically
permitted by this Section 10.04.

     10.05.  Accommodation Obligations.  RHI and the Borrower shall
not and shall not permit any of the Borrower's Subsidiaries to
directly or indirectly create or become or be liable with respect
to any Accommodation Obligation, except:
     (a)  recourse obligations resulting from endorsement of
negotiable instruments for collection in the ordinary course of its
business;

     (b)  Permitted Existing Accommodation Obligations and any
extensions, renewals or replacements thereof, provided that the
aggregate Indebtedness under any such extension, renewal or
replacement is not greater than the Indebtedness under, and shall
be on terms no less favorable to RHI, the Borrower or the
applicable Subsidiary of the Borrower than the terms of, the
Permitted Existing Accommodation Obligation so extended, renewed or
replaced;

     (c)  Accommodation Obligations arising under the Loan
Documents;

     (d)  Accommodation Obligations arising with respect to
guarantees provided by banks organized under the laws of
jurisdictions outside of the United States on behalf of
Subsidiaries of the Borrower which are not Domestic Subsidiaries in
an aggregate amount not to exceed $5,000,000 at any time
outstanding; 

     (e)  Accommodation Obligations arising with respect to appeal,
bid or performance bonds otherwise permitted under this Agreement
which bonds are supported by Letters of Credit issued under this
Agreement;

     (f)  Accommodation Obligations arising with respect to
Indebtedness permitted under Section 10.01(j); and

      (g)  in addition to the Accommodation Obligations permitted
by clauses (a) through (f) above, other unsecured Accommodation
Obligations in an aggregate amount which, when combined with
outstanding Indebtedness permitted by Section 10.01(o), does not
exceed $5,000,000 at any time outstanding.

     10.06.  Restricted Junior Payments.  RHI and the Borrower
shall not and shall not permit any of the Borrower's Subsidiaries
to declare or make any Restricted Junior Payment, except:

     (a)  dividends or distributions to the Borrower on the Capital
Stock of any of its Wholly-Owned Subsidiaries or to any of the
Borrower's Wholly-Owned Subsidiaries from any other Wholly-Owned
Subsidiary or any Subsidiary of the Borrower existing on the date
of this Agreement; and

     (b)  dividends or distributions by the Borrower to RHI on its
Capital Stock

(i)  on or after the Effective Date in the amount (including
principal, interest and fees) required (A) by RHI to repurchase
$23,000,000 in face amount of Indebtedness of RHI issued under the
11 7/8% Senior Subordinated Debenture Indenture and (B) to
facilitate TFC's repurchase of up to $22,000,000 in face amount of
Indebtedness of TFC issued under the Indenture dated as of October
15, 1986 between Banner Industries, Inc. aand National Westminster
Bank USA, as Trustee, with respect to $160,000,000 of 12%
Intermediate Subordinated Debentures due 2001;

(ii) if the purpose thereof is to provide TFC with funds necessary
to service Indebtedness (as defined in the 11 7/8% Senior
Subordinated Debenture Indenture) of TFC, but only to the extent
TFC does not have Cash, Cash Equivalents or readily marketable
Securities available to provide funds to otherwise service such
Indebtedness, after taking into account reasonable working capital
needs of TFC and its Subsidiaries; provided that the exception set
forth in this clause (b) shall not be effective if and to the
extent and during the period that the holders of TFC's 13 1/8%
Subordinated Debentures due 2006 have waived the benefits of
Section 4.05 of the Indenture dated as of March 13, 1986 pursuant
to which such Debentures were issued and the holders of TFC's
Intermediate Subordinated Debentures due 2001 have waived the
benefits of Section 4.05 of the Indenture dated as of October 15,
1986 pursuant to which such Debentures were issued; and provided,
further, that such exception shall be available in any event only
so long as at least one of the Indentures described above remains
in effect and continues to restrict TFC from permitting any of its
Subsidiaries from entering into an agreement restricting the
payment of dividends or the making of other distributions on any
Subsidiary's Capital Stock which are necessary to service
Indebtedness of TFC; and

(iii)  to provide RHI with funds necessary for its corporate
expenses and its share of TFC's consolidated corporate expenses
incurred in the ordinary course of its business and to enable RHI
to provide TFC with funds equivalent to TFC's share of its
consolidated corporate expenses incurred in the ordinary course of
its business;

     (c)  cancellations of intercompany Indebtedness which are
treated as dividends; and

     (d)  dividends or distributions by RHI on its Capital Stock

(i)  if the purpose thereof is to provide TFC with funds necessary
to service Indebtedness (as defined in the 11 7/8% Senior
Subordinated Debenture Indenture) of TFC, but only to the extent
TFC does not have Cash, Cash Equivalents or readily marketable
Securities available to provide funds to otherwise service such
Indebtedness, after taking into account reasonable working capital
needs of TFC and its Subsidiaries; provided that the exception set
forth in this clause (d)(i) shall not be effective if and to the
extent and during the period that the holders of TFC's 13 1/8%
Subordinated Debentures due 2006 have waived the benefits of
Section 4.05 of the Indenture dated as of March 13, 1986 pursuant
to which such Debentures were issued and the holders of TFC's
Intermediate Subordinated Debentures due 2001 have waived the
benefits of Section 4.05 of the Indenture dated as of October 15,
1986 pursuant to which such Debentures were issued; and provided,
further, that such exception shall be available in any event only
so long as at least one of the Indentures described above remains
in effect and continues to restrict TFC from permitting any of its
Subsidiaries from entering into an agreement restricting the
payment of dividends or the making of other distributions on any
Subsidiary's Capital Stock which are necessary to service
Indebtedness of TFC;

(ii) to provide TFC with funds required for its consolidated
corporate expenses incurred in the ordinary course of business, but
only to the extent TFC does not have Cash, Cash Equivalents or
readily marketable Securities available to pay such corporate
expenses; and

(iii) in the amount (including principal, interest and fees)
required by TFC to repurchase up to $22,000,000 in face amount of
Indebtedness of TFC issued under the Indenture dated as of October
15, 1986 between Banner Industries, Inc. and National Westminster
Bank USA, as Trustee, with respect to $160,000,000 of 12%
Intermediate Subordinated Debentures due 2001. 


Notwithstanding anything to the contrary contained herein, so long
as a majority of the Borrower's common stock is owned by RHI, any
payment of a dividend or other distribution with respect to the
Borrower's Capital Stock shall be permitted hereunder only to the
extent disclosed on a Schedule of Intercompany Transactions or the
written notice as and when required by the provisions of Section
8.04 has been delivered to the Administrative Agent and provided
that before and after giving effect to each such payment, the
Borrower is Solvent.

     10.07.  Conduct of Business; Accounting and Reporting
Practices.  The Borrower shall not and shall not permit any of the
Borrower's Subsidiaries (including, without limitation, any
Technologies Company) to (a) engage in any business other than (i)
the businesses engaged in by the Borrower and the Borrower's
Subsidiaries on the Effective Date and (ii) any business or
activities which are substantially similar, related or incidental
thereto, or (b) change any of its or their accounting or financial
reporting policies or practices from those in effect on the
Effective Date, except to the extent required to provide the
financial reporting described in Section 8.01(a)(ii).

     10.08.  Transactions with Shareholders and Affiliates.  RHI
and the Borrower shall not and shall not permit any of the
Borrower's Subsidiaries (including, without limitation, any
Technologies Company) to directly or indirectly enter into or
permit to exist any transaction (including, without limitation, the
purchase, sale, lease or exchange of any property or the rendering
of any service) with any Affiliate on terms that are less favorable
to RHI, the Borrower or such Subsidiary, as applicable, than those
that might be obtained in an arm's length transaction at the time
from Persons who are not an Affiliate.  Nothing contained in this
Section 10.08 shall prohibit (a) any transaction expressly
permitted by Sections 10.05 and 10.06; (b) increases in
compensation and benefits for, or payment of bonuses to, officers
and employees of RHI, the Borrower or any of the Borrower's
Subsidiaries which are customary in the industry or consistent with
the past business practice of RHI, the Borrower or such Subsidiary,
provided that no Event of Default or Potential Event of Default has
occurred and is continuing; (c) payment of customary directors'
fees and indemnities of officers and directors; (d) performance of
any obligations arising under the Tax Allocation Agreement or (e)
any transaction between a Technologies Company and an Affiliate
which is also a Technologies Company (other than Fairchild
Technologies USA, Inc.).

     10.09.  Restriction on Fundamental Changes.  RHI and the
Borrower shall not and shall not permit any of the Borrower's
Subsidiaries to (a) enter into any merger or consolidation, or
liquidate, windup or dissolve (or suffer any liquidation or
dissolution), or (b) convey, lease, sell, transfer or otherwise
dispose of, in one transaction or series of transactions, all or
substantially all of such Person's business or Property, whether
now or hereafter acquired, except:

     (i)  the liquidation or dissolution of Fairchild Fastener
Group Ltd. and JJS Limited;

     (ii)  the transfer of the Capital Stock of Camloc (U.K.) Ltd.
by Fairchild Fastener Group Ltd. to Banner Investments (U.K.)
Limited; 

     (iii)  the merger or liquidation of any Subsidiary of the
Borrower with and into the Borrower or any Guarantor;

     (iv)  the sale, lease, transfers or other dispositions
described in Sections 10.02 (e) and (f);

      (v)  the dissolution of Mecair, a Canadian Subsidiary of
Mecaero, S.A.; and

     (vi)  the liquidation or merger of Simmonds Mecaero Fasteners,
Inc. into the Borrower.

     10.10.  Sales and Leasebacks. RHI and the Borrower shall not
and shall not permit any of the Borrower's Subsidiaries to become
liable, directly, by assumption or by Accommodation Obligation,
with respect to any lease, whether an Operating Lease or a Capital
Lease, of any Property (whether real or personal or mixed) which
such Person (a) sold or transferred or is to sell or transfer to
any other Person, or (b) intends to use for substantially the same
purposes as any other Property which has been or is to be sold or
transferred by such Person to any other Person, in either instance,
in connection with such lease.

     10.11.  Margin Regulations; Securities Laws.  RHI and the
Borrower shall not or permit any of the Borrower's Subsidiaries to
use all or any portion of the proceeds of any credit extended under
this Agreement to purchase or carry Margin Stock or for purposes
other than those described in Section 2.04.

     10.12.  ERISA.  RHI and the Borrower shall not:

     (a)  engage, or permit any of the Borrower's Subsidiaries to
engage, in any prohibited transaction described in Sections 406 of
ERISA or 4975 of the Internal Revenue Code for which a statutory or
class exemption is not available or a private exemption has not
been previously obtained from the DOL;

     (b)  permit to exist any accumulated funding deficiency (as
defined in Sections 302 of ERISA and 412 of the Internal Revenue
Code), with respect to any Benefit Plan, whether or not waived;

     (c)  fail, or permit any ERISA Affiliate to fail, to pay
timely required contributions or annual installments due with
respect to any waived funding deficiency to any Benefit Plan;

     (d)  terminate, or permit any ERISA Affiliate to terminate,
any Benefit Plan which would result in any liability of the
Borrower or any ERISA Affiliate under Title IV of ERISA;

     (e)  fail to make any contribution or payment to any
Multiemployer Plan which the Borrower or any ERISA Affiliate may be
required to make under any agreement relating to such Multiemployer
Plan, or any law pertaining thereto;

     (f)  fail, or permit any ERISA Affiliate to fail, to pay any
required installment or any other payment required under Section
412 of the Internal Revenue Code on or before the due date for such
installment or other payment;

     (g)  amend, or permit any ERISA Affiliate to amend, a Benefit
Plan resulting in an increase in current liability for the plan
year such that the Borrower or any ERISA Affiliate is required to
provide security to such Plan under Section 401(a)(29) of the
Internal Revenue Code;

     (h)  permit any unfunded liabilities with respect to any
Foreign Pension Plan; or

     (i)  fail, or permit any of its Subsidiaries or ERISA
Affiliates to fail, to pay any required contributions or payments
to a Foreign Pension Plan on or before the due date for such
required installment or payment

if such event results, either singly or in the aggregate, after
taking into account all other such events and any liabilities
associated therewith, in an aggregate liability in excess of
$2,000,000. For purposes of this Section 10.12, the Technologies
Companies shall be included as Subsidiaries of RHI.

     10.13.  Issuance of Equity Securities.  RHI and the Borrower
shall not and shall not permit any of the Borrower's Subsidiaries
to issue any equity Securities except equity Securities of the
Borrower pursuant to Permitted Equity Securities Options.

      10.14.  Organizational Documents; Material Contractual
Obligations.  RHI and the Borrower shall not and shall not permit
any of the Borrower's Subsidiaries to amend, modify or otherwise
change any of the terms or provisions in any of (a) their
respective Organizational Documents as in effect on the Effective
Date, except (i) with respect to which written notice shall have
been provided to the Administrative Agent no less than ten (10)
days prior to the effective date of any such amendment,
modification or change and (ii) if no Event of Default or Potential
Event of Default would result therefrom or (b) Contractual
Obligations evidencing any debt Securities or other material
Contractual Obligations other than the Restated and Amended Credit
Agreement dated as of May 27, 1996 to which RHI is a party.
     10.15.  Bank Accounts.  The Borrower shall not and shall not
permit any of its Subsidiaries to establish or maintain any Deposit
Account into which collections of Receivables and proceeds of other
Collateral are deposited other than (a) those identified as
existing on the Effective Date and disclosed on Schedule 10.15
attached hereto or (b) which are established after the Effective
Date in the United States by the Borrower and its Subsidiaries
which are in amounts aggregating no more than $5,000,000 at any
given time are on deposit, without the prior written consent of the
Administrative Agent and which (other than with respect to the
accounts referenced in clause (b) above), if collections of
Receivables or proceeds of Collateral are deposited therein, are
subject to Collection Account Agreements or other arrangements
satisfactory to the Administrative Agent.

     10.16.  Fiscal Year; Fiscal Months.  The Borrower shall not
and shall not permit any of its Subsidiaries (other than Banner
Aerospace, Inc. in the event it becomes a Subsidiary, Fairchild
Europe - Simmonds S.A.R.L., and Simmonds S.A.) to change its Fiscal
Year for accounting or tax purposes from a period consisting of the
12-month period ending on June 30 of each calendar year or to
change the ending dates for any Fiscal Month.

     10.17.  Transactions with the Technologies Companies. 
Notwithstanding anything in the contrary contained in this Article
X, no Technologies Company shall, directly or indirectly, incur
Indebtedness from, receive the benefit of Accommodation Obligations
incurred by, or receive the benefit of Investments made by the
Borrower or any Subsidiary of the Borrower, after the Effective
Date, in an amount exceeding $20,000,000 in the aggregate at any
time outstanding, exclusive of fees and interest with respect
thereto. 

<PAGE>
                        ARTICLE XI
                  FINANCIAL COVENANTS

     The Borrower covenants and agrees that so long as any
Revolving Credit Commitments are outstanding and thereafter until
payment in full of all of the Obligations (other than indemnities
not yet due):

     11.01.  Interest Coverage Ratio.  The Borrower and its
Subsidiaries shall have, as of the end of each Fiscal Quarter
(commencing with the Fiscal Quarter ending September 28, 1997) for
the four (4) Fiscal Quarters then ending, an Interest Coverage
Ratio of no less than 4.0 to 1.0.

     11.02.  Capital Expenditures.  The Borrower and its
Subsidiaries shall not make Capital Expenditures in any Fiscal Year
(commencing with the Fiscal Year ending June 30, 1998) in excess of
$25,000,000.

     11.03.  Minimum Net Worth.  The Borrower and its Subsidiaries
shall maintain a Net Worth of no less than the respective amount
set forth below opposite the respective Fiscal Month end set forth
below, in each instance, as determined as of the end of the Fiscal
Month ending on such respective date:

Fiscal Month Ending     Minimum Net Worth

June 30, 1997 through     $170,000,000
  June 29, 1998

June 30, 1998 through     $180,000,000
  March 27, 1999     

March 28, 1999 through     $185,000,000
  June 29, 1999

June 30, 1999 through     $190,000,000
  April 1, 2000

April 2, 2000 and each     $195,000,000
  Fiscal Month thereafter

     11.04.  Indebtedness to EBITDA Ratio.  The Borrower and its
Subsidiaries shall have, as of the end of each Fiscal Quarter set
forth below, a ratio of (a) Indebtedness for borrowed money (other
than Indebtedness arising with respect to intercompany loans) as of
the end of such Fiscal Quarter to (b) EBITDA of the Borrower for
the four (4) Fiscal Quarters then ending of no more than the ratio
set forth opposite such Fiscal Quarter end set forth below:

Fiscal Quarter EndingMaximum Ratio

September 28, 1997             4.00 to 1.0
December 28, 1997              3.50 to 1.0
March 29, 1998                 3.00 to 1.0
June 30, 1998                  2.75 to 1.0
September 27,1998 and each     2.50 to 1.0
  Fiscal Quarter thereafter


     11.05.  Minimum EBITDA.  The Borrower shall have, as of the
end of each Fiscal Quarter set forth below for the four (4) Fiscal
Quarters then ending, EBITDA of no less than the amount set forth
below opposite such Fiscal Quarter end set forth below:

Fiscal Quarter Ending       Minimum EBITDA

September 28, 1997          $33,000,000
December 28, 1997           $40,000,000
March 29, 1998              $45,000,000
June 30, 1998               $47,000,000

September 27, 1998          $50,000,000
December 27, 1998           $53,000,000
March 28, 1999              $57,000,000
June 30, 1999               $61,000,000

October 3, 1999             $62,000,000
January 2, 2000             $63,000,000
April 2, 2000               $64,000,000


     11.06.  Mandatory Prepayment Tests.  The Borrower will make
the mandatory prepayment required under Section 4.01(b)(iv) unless,
as of September 28, 1998:

     (a)     the Consolidated Fixed Charge Coverage Ratio for the
four (4) Fiscal Quarters ended September 28, 1998 is at least 1.5
to 1.0;

     (b)     the sum of the Net Cash Proceeds of Sale received by
TFC and its Subsidiaries (other than Banner and STFI) after June
18, 1997, plus the Net Cash Proceeds of Issuance of Equity
Securities received by TFC and its Subsidiaries (other than Banner
and STFI) after the Effective Date, plus the amount of dividends
paid in cash and other returns of capital on shares of Capital
Stock of Banner and STFI which is common stock is at least equal to
$100,000,000; and

     (c)     the Consolidated Indebtedness to EBITDA Ratio for the
four (4) Fiscal Quarters ended September 28, 1998 is no greater
than 2.75 to 1.0.

<PAGE>
                     ARTICLE XII
          EVENTS OF DEFAULT; RIGHTS AND REMEDIES

     12.01.  Events of Default.  Each of the following occurrences
shall constitute an Event of Default under this Agreement:

     (a)     Failure to Make Payments When Due.  The Borrower shall
fail to pay (i) when due any principal of any Loan or any
Reimbursement Obligation for which it is obligated hereunder or
(ii) within one (1) Business Day after the due date therefor, any
other Obligation for which it is obligated.

     (b)  Breach of Certain Covenants.  The Borrower shall fail
duly and punctually to perform or observe any agreement, covenant
or obligation under Sections 9.01, 9.02, 9.03, 9.04, 9.06, 9.13 or
9.15, Article X or Article XI.

     (c)  Breach of Representation or Warranty.  Any representation
or warranty made or deemed made by RHI or the Borrower to the
Administrative Agent, any Lender or any Issuing Bank herein or by
RHI or the Borrower or any Subsidiary of the Borrower in any of the
other Loan Documents or in any statement or certificate at any time
given by any such Person pursuant to any of the Loan Documents
shall be false or misleading in any material respect on the date as
of which made (or deemed made).

     (d)  Other Defaults.  RHI or the Borrower shall default in the
performance of or compliance with any term contained in this
Agreement (other than as identified in clauses (a), (b) or (c) of
this Section 12.01) applicable thereto or any default or event of
default shall occur under any of the other Loan Documents, and such
default or event of default shall continue for fifteen (15) days
after the occurrence thereof.

     (e)  Default as to Other Indebtedness.  The Borrower or any of
its Subsidiaries shall fail to make any payment when due (whether
by scheduled maturity, required prepayment, acceleration, demand or
otherwise) with respect to any other Indebtedness (other than an
Obligation) of the Borrower and its Subsidiaries aggregating
$1,000,000 or more; or any breach, default or event of default
shall occur, or any other condition shall exist under any
instrument, agreement or indenture pertaining to any such
Indebtedness, if the effect thereof is to cause an acceleration,
mandatory redemption or other required repurchase of such
Indebtedness, or permit the holder(s) of such Indebtedness to
accelerate the maturity of any such Indebtedness or require a
redemption or other repurchase of such Indebtedness; or any such
Indebtedness shall be otherwise declared to be due and payable (by
acceleration or otherwise) or required to be prepaid, redeemed or
otherwise repurchased by the Borrower or any of its Subsidiaries
(other than by a regularly scheduled required prepayment) prior to
the stated maturity thereof.

     (f)  Involuntary Bankruptcy; Appointment of Receiver, Etc. (i) 
An involuntary case shall be commenced against the Borrower, any
Subsidiary of the Borrower, TFC or RHI and the petition shall not
be (A) controverted within ten (10) days after the filing thereof
and (B) dismissed, stayed, bonded or discharged within sixty (60)
days after commencement of the case; or a court having jurisdiction
in the premises shall enter a decree or order for relief in respect
of the Borrower, any Subsidiary of the Borrower, TFC or RHI in an
involuntary case, under any applicable bankruptcy, insolvency or
other similar law now or hereinafter in effect; or any other
similar relief shall be granted under any applicable federal,
state, local or foreign law.

     (ii)  A decree or order of a court having jurisdiction in the
premises for the appointment of a receiver, liquidator,
sequestrator, trustee, custodian or other officer having similar
powers over the Borrower, any Subsidiary of the Borrower, TFC or
RHI or over all or a substantial part of the Property of any such
Person shall be entered; or an interim receiver, trustee or other
custodian of the Borrower, any Subsidiary of the Borrower, TFC, or
RHI or of all or a substantial part of the Property of any such
Person shall be appointed or a warrant of attachment, execution or
similar process against any substantial part of the Property of the
Borrower, any Subsidiary of the Borrower, TFC or RHI shall be
issued and any such event shall not be stayed, dismissed, bonded or
discharged within thirty (30) days after entry, appointment or
issuance.

     (g)  Voluntary Bankruptcy; Appointment of Receiver, Etc.  The
Borrower, any Subsidiary of the Borrower, TFC or RHI  shall
commence a voluntary case under any applicable bankruptcy,
insolvency or other similar law now or hereafter in effect, or
shall consent to the entry of an order for relief in an involuntary
case, or to the conversion of an involuntary case to a voluntary
case, under any such law, or shall consent to the appointment of or
taking possession by a receiver, trustee or other custodian for all
or a substantial part of its Property; or any such Person shall
make any assignment for the benefit of creditors or shall be unable
or fail, or admit in writing its inability, to pay its debts as
such debts become due; or the board of directors (or equivalent) of
any such Person (or any committee thereof) adopts any resolution or
otherwise authorizes any action to approve any of the foregoing.  

     (h)  Dissolution.  Any order, judgment or decree shall be
entered against the Borrower, any Subsidiary of the Borrower, TFC,
or RHI decreeing its involuntary dissolution or split up and such
order shall remain undischarged and unstayed for a period in excess
of sixty (60) days; or any such Person shall otherwise dissolve, be
dissolved, or cease to exist except as specifically permitted by
this Agreement.

     (i)     Loan Documents; Failure of Security.  At any time, for
any reason, (i) any Loan Document ceases to be in full force and
effect or the Borrower or any of its Subsidiaries party thereto
seeks to repudiate its obligations thereunder or the Liens intended
to be created thereby are, or the Borrower or any such Subsidiary
seeks to render such Liens, invalid or unperfected, or (ii) Liens
in favor of the Administrative Agent for the benefit of the Holders
contemplated by the Loan Documents shall, at any time, for any
reason, be invalidated or otherwise cease to be in full force and
effect, or such Liens shall be subordinated or shall not have the
priority contemplated by this Agreement or the Loan Documents.

     (j)     Judgments and Attachments.  Any money judgment (other
than a money judgment covered by insurance as to which the
insurance company has acknowledged coverage), writ or warrant of
attachment, or similar process against the Borrower or any of its
Subsidiaries or any of their respective assets involving in any
case an amount in excess of $1,000,000 is entered and shall remain
undischarged, unvacated, unbonded or unstayed for a period of
thirty (30) days or in any event later than five (5) days prior to
the date of any proposed sale thereunder; provided, however, if any
such judgment, writ or warrant of attachment or similar process is
in excess of $7,500,000, the entry thereof shall immediately
constitute an Event of Default hereunder.

     (k)  Termination Event.  Any Termination Event occurs which
could reasonably be expected to subject the Borrower or any ERISA
Affiliate to liability in excess of $2,000,000, for which adequate
reserves are not maintained.

     (l)  Waiver Application.  The plan administrator of any
Benefit Plan applies under Section 412(d) of the Code for a waiver
of the minimum funding standards of Section 412(a) of the Internal
Revenue Code and the Administrative Agent believes that the
substantial business hardship upon which the application for the
waiver is based could subject the Borrower or any ERISA Affiliate
to liability in excess of $2,000,000, for which adequate reserves
are not maintained.

     (m)     Change in Control.  A Change of Control shall occur.

     (n)     Material Adverse Effect.  An event shall occur which
results in a Material Adverse Effect.

     (o)  Public Debt Cross-Default.  TFC shall fail to make any
payment when due on any Indebtedness of TFC owing with respect to
its (i) 12% Intermediate Subordinated Debentures due 2001, (ii) 13
1/8% Subordinated Debentures due 2006, or (iii) 13% Junior
Subordinated Debentures due 2007; or RHI shall fail to make any
payment when due on any Indebtedness of RHI with respect to the 11
7/8% Senior Subordinated Debentures due 1999; or any breach,
default or event of default shall occur under any instrument,
agreement or indenture pertaining to any Indebtedness of TFC or RHI
described above, if the effect thereof (with or without the giving
of notice or lapse of time or both) is to accelerate (as
distinguished from imposing a requirement to offer to purchase), or
permit the holder(s) of such Indebtedness to accelerate (as
distinguished from imposing a requirement to offer to purchase),
the maturity of any such Indebtedness.

     (p) TFC.  TFC shall (i) pay dividends on or redeem any of its
shares of common stock or any Indebtedness not identified on
Schedule 12.01-P attached hereto and made a part hereof prior to
its stated maturity or (ii) issue equity Securities, incur
Indebtedness for borrowed money, or sell, lease, transfer, convey
or otherwise dispose of any assets not identified on Schedule
12.01-P without transferring the proceeds of such equity
Securities, Indebtedness or such assets to the Borrower to enable
the Borrower to repay the principal of, and all accrued interest
on, the Term Loans in full and repay the Revolving Loans by an
amount sufficient to reduce the outstanding principal amount
thereof to no more than $52,000,000 and reduce the Revolving Credit
Commitments to an amount no more than $52,000,000.         

     An Event of Default shall be deemed "continuing" until cured
or waived in writing in accordance with Section 15.07.

          12.02.  Rights and Remedies.

     (a)     Acceleration and Termination.  Upon the occurrence of
any Event of Default described in Sections 12.01(f) or 12.01(g),
the Lenders' respective obligations to make Loans under the
Revolving Credit Commitments shall automatically and immediately
terminate and the unpaid principal amount of, and any and all
accrued interest on, the Obligations and all accrued fees shall
automatically become immediately due and payable, without
presentment, demand, or protest or other requirements of any kind
(including, without limitation, valuation and appraisement,
diligence, presentment, notice of intent to demand or accelerate
and of acceleration), all of which are hereby expressly waived by
the Borrower; and upon the occurrence and during the continuance of
any other Event of Default, the Administrative Agent shall at the
request, or may with the consent, of the Requisite Lenders, by
written notice to the Borrower, (i) declare that the Lenders'
respective obligations to make Revolving Loans under the Revolving
Credit Commitments are terminated, whereupon such obligation of
each such Lender to make any Loan hereunder and of each such Lender
or Issuing Bank to issue or participate in any Letter of Credit not
then issued shall immediately terminate, and/or (ii) declare the
unpaid principal amount of and any and all accrued and unpaid
interest on the Obligations to be, and the same shall thereupon be,
immediately due and payable, without presentment, demand, or
protest or other requirements of any kind (including, without
limitation, valuation and appraisement, diligence, presentment,
notice of intent to demand or accelerate and of acceleration), all
of which are hereby expressly waived by the Borrower.

     (b)  Deposit for Letters of Credit.  In addition, after the
occurrence and during the continuance of an Event of Default, the
Borrower shall, promptly upon demand by the Administrative Agent,
deliver to the Administrative Agent, Cash Collateral in such form
as requested by the Administrative Agent for deposit in the Cash
Collateral Account, together with such endorsements, and execution
and delivery of such documents and instruments, as the
Administrative Agent may request in order to perfect or protect the
Administrative Agent's Lien with respect thereto, in an aggregate
principal amount equal to the then outstanding Letter of Credit
Obligations.

     (c)  Rescission.  If at any time after termination of the
Lenders' obligations to make Revolving Loans under the Revolving
Credit Commitments and/or acceleration of the maturity of the
Loans, the Borrower shall pay all arrears of interest and all
payments on account of principal of the Loans and Reimbursement
Obligations which shall have become due otherwise than by
acceleration (with interest on principal and, to the extent
permitted by law, on overdue interest, at the rates specified in
this Agreement) and all Events of Default and Potential Events of
Default (other than nonpayment of principal of and accrued interest
on the Loans due and payable solely by virtue of acceleration)
shall be remedied or waived pursuant to Section 15.07, then upon
the written consent of the Requisite Lenders and written notice to
the Borrower, the termination of the Lenders' respective
obligations to make Revolving Loans under the Revolving Credit
Commitments and the respective Lenders' and Issuing Banks'
obligations to participate in or issue Letters of Credit and/or the
aforesaid acceleration and its consequences may be rescinded and
annulled; but such action shall not affect any subsequent Event of
Default or Potential Event of Default or impair any right or remedy
consequent thereon.  The provisions of the preceding sentence are
intended merely to bind the Lenders and the Issuing Banks to a
decision which may be made at the election of the Requisite
Lenders; they are not intended to benefit the Borrower and do not
give the Borrower the right to require the Lenders to rescind or
annul any termination of the aforesaid obligations of the Lenders
or Issuing Banks or any acceleration hereunder, even if the
conditions set forth herein are met.

     (d)  Enforcement.  The Borrower acknowledges that in the event
the Borrower or any of its Subsidiaries fails to perform, observe
or discharge any of their respective obligations or liabilities
under this Agreement or any other Loan Document, any remedy of law
may prove to be inadequate relief to the Administrative Agent, the
Issuing Banks and the Lenders; therefore, the Borrower agrees that
the Administrative Agent, the Issuing Banks and the Lenders shall
be entitled to temporary and permanent injunctive relief in any
such case without the necessity of proving actual damages.


<PAGE>
                      ARTICLE XIII
                THE ADMINISTRATIVE AGENT

     13.01.  Appointment.  (a)  Each Lender and each Issuing Bank
hereby designates and appoints Citicorp as the Administrative Agent
of such Lender or such Issuing Bank under this Agreement and each
Lender and each Issuing Bank hereby irrevocably authorizes the
Administrative Agent to take such action on its behalf under the
provisions of this Agreement and the Loan Documents and to exercise
such powers as are set forth herein or therein together with such
other powers as are reasonably incidental thereto. The
Administrative Agent hereby agrees to act in the aforesaid
capacities on the express conditions contained in this Article
XIII.

     (b)  The provisions of this Article XIII are solely for the
benefit of the Administrative Agent, the Lenders and Issuing Banks,
and neither the Borrower nor any Subsidiary of the Borrower shall
have any rights to rely on or enforce any of the provisions hereof
(other than as expressly set forth in Section 13.07).  In
performing its functions and duties under this Agreement, the
Administrative Agent shall act solely as Administrative Agent of
the Lenders and the Issuing Banks and does not assume and shall not
be deemed to have assumed any obligation or relationship of agency,
trustee or fiduciary with or for the Borrower or any Affiliate of
the Borrower.  The Administrative Agent may perform any of its
respective duties hereunder, or under the other Loan Documents, by
or through its agents or employees.

     13.02.  Nature of Duties.  The Administrative Agent shall not
have any duties or responsibilities other than those expressly set
forth in this Agreement or in the Loan Documents.  The duties of
the Administrative Agent shall be mechanical and administrative in
nature.  The Administrative Agent shall not have, by reason of this
Agreement, any fiduciary relationship in respect of any Holder. 
Nothing in this Agreement or any of the Loan Documents, expressed
or implied, is intended to or shall be construed to impose upon the
Administrative Agent any obligations in respect of this Agreement
or any of the other Loan Documents other than as expressly set
forth herein or therein.  Each Lender and each Issuing Bank shall
make its own independent investigation of the financial condition
and affairs of the Borrower and its Affiliates in connection with
the making and the continuance of the Loans hereunder and with the
issuance of the Letters of Credit and shall make its own appraisal
of the creditworthiness of the Borrower and Guarantors initially
and on a continuing basis, and the Administrative Agent shall not
have any duty or responsibility, either initially or on a
continuing basis, to provide any Holder with any credit or other
information with respect thereto (except for reports required to be
delivered by the Administrative Agent under the terms of this
Agreement).  If the Administrative Agent seeks the consent or
approval of the Lenders to the taking or refraining from taking of
any action hereunder, the Administrative Agent shall send notice
thereof to each Lender.  The Administrative Agent shall promptly
notify each Lender at any time that the Lenders so required
hereunder have instructed the Administrative Agent to act or
refrain from acting pursuant hereto. As to any matters not
expressly provided for by this Agreement (including, without
limitation, enforcement or collection of the Notes or any amount
payable under any provision of Article IV or Article V when due) or
the other Loan Documents, the Administrative Agent shall not be
required to exercise any discretion or take any action. 
Notwithstanding the foregoing, the Administrative Agent shall be
required to act or refrain from acting (and shall be fully
protected in so acting or refraining from acting) upon the
instructions of the Requisite Lenders (unless the instructions or
consent of all of the Lenders is required hereunder or thereunder)
and such instructions shall be binding upon all Lenders, Issuing
Banks and Holders; provided, however, the Administrative Agent
shall not be required to take any action which (i) the
Administrative Agent reasonably believes will expose it to personal
liability unless the Administrative Agent receives an
indemnification satisfactory to it from the Lenders with respect to
such action or (ii) is contrary to this Agreement, the other Loan
Documents or applicable law. 

     13.03.  Rights, Exculpation, Etc.  (a)  Liabilities;
Responsibilities.  None of the Administrative Agent, any Affiliate
of the Administrative Agent, or any of their respective officers,
directors, employees or agents shall be liable to any Holder for
any action taken or omitted by them hereunder or under any of the
Loan Documents, or in connection therewith, except that no Person
shall be relieved of any liability imposed by law for gross
negligence or willful misconduct.  The Administrative Agent shall
not be liable for any apportionment or distribution of payments
made by it in good faith pursuant to Section 4.02(b), and, if any
such apportionment or distribution is subsequently determined to
have been made in error, the sole recourse of any Holder to whom
payment was due, but not made, shall be to recover from other
Holders any payment in excess of the amount to which they are
determined to have been entitled.  The Administrative Agent shall
not be responsible to any Holder for any recitals, statements,
representations or warranties herein or for the execution,
effectiveness, genuineness, validity, legality, enforceability,
collectibility, or sufficiency of this Agreement or any of the
other Loan Documents or the transactions contemplated thereby, or
for the financial condition of the Borrower or any of its
Affiliates or the Guarantors.  The Administrative Agent shall not
be required to make any inquiry concerning either the performance
or observance of any of the terms, provisions or conditions of this
Agreement or any of the other Loan Documents, or the financial
condition of the Borrower or any of its Affiliates or the
Guarantors, or the existence or possible existence of any Potential
Event of Default or Event of Default.

     (b)  Right to Request Instructions.  The Administrative Agent
may at any time request instructions from the Lenders with respect
to any actions or approvals which by the terms of any of the Loan
Documents the Administrative Agent is permitted or required to take
or to grant, and shall be absolutely entitled to refrain from
taking any action or to withhold any approval and shall not be
under any liability whatsoever to any Person for refraining from
any action or withholding any approval under any of the Loan
Documents until it shall have received such instructions from those
Lenders from whom the Administrative Agent is required to obtain
such instructions for the pertinent matter in accordance with the
Loan Documents.  Without limiting the generality of the foregoing,
no Holder shall have any right of action whatsoever against the
Administrative Agent as a result of the its acting or refraining
from acting under the Loan Documents in accordance with the
instructions of the Requisite Lenders or, where required by the
express terms of this Agreement, a greater proportion of the
Lenders.

     13.04.  Reliance.  The Administrative Agent shall be entitled
to rely upon any written notices, statements, certificates, orders
or other documents or any telephone message believed by it in good
faith to be genuine and correct and to have been signed, sent or
made by the proper Person, and with respect to all matters
pertaining to this Agreement or any of the Loan Documents and its
duties hereunder or thereunder, upon advice of legal counsel
(including counsel for the Borrower), independent public
accountants and other experts selected by it.

     13.05.  Indemnification.  To the extent that the
Administrative Agent is required to be reimbursed and indemnified
by the Borrower but is not reimbursed and indemnified by the
Borrower, the Lenders will reimburse and indemnify the
Administrative Agent for and against any and all liabilities,
obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements of any kind or nature whatsoever
which may be imposed on, incurred by, or asserted against it in any
way relating to or arising out of the Loan Documents or any action
taken or omitted by the Administrative Agent under the Loan
Documents, in proportion to each Lender's 

<PAGE>
Pro Rata Share.  The obligations of the Lenders under this Section
13.05 shall survive the payment in full of the Loans, the
Reimbursement Obligations and all other Obligations and the
termination of this Agreement.

     13.06.  Citicorp Individually.  With respect to its Pro Rata
Share of the Revolving Credit Commitments hereunder, and the Loans
made by it, Citicorp shall have and may exercise the same rights
and powers hereunder and is subject to the same obligations and
liabilities as and to the extent set forth herein for any other
Lender.  The terms "Lenders" or "Requisite Lenders" or any similar
terms shall, unless the context clearly otherwise indicates,
include Citicorp in its individual capacity as a Lender or one of
the Requisite Lenders.  Citicorp and its Affiliates may accept
deposits from, lend money to, and generally engage in any kind of
banking, trust or other business with the Borrower or any of its
Affiliates as if it were not acting as the Administrative Agent
pursuant hereto.

     13.07.  Successor Administrative Agents.  (a)  Resignation. 
The Administrative Agent may resign from the performance of all its
functions and duties hereunder at any time by giving at least
thirty (30) Business Days' prior written notice to the Borrower and
the Lenders.  Such resignation shall take effect upon the
acceptance by a successor Administrative Agent of appointment
pursuant to this Section 13.07.

     (b)     Appointment by Requisite Lenders.  Upon any such
notice of resignation, the Requisite Lenders shall have the right
to appoint a successor Administrative Agent selected from among the
Lenders which appointment shall be subject to the prior written
approval of the Borrower (which may not be unreasonably withheld,
and shall not be required upon the occurrence and during the
continuance of an Event of Default).

     (c)  Appointment by Retiring Administrative Agent.  If a
successor Administrative Agent shall not have been appointed within
the thirty (30) Business Day period provided in clause (a) of this
Section 13.07, the retiring Administrative Agent, with the consent
of the Borrower (which may not be unreasonably withheld, and shall
not be required upon the occurrence and during the continuance of
an Event of Default), shall then appoint a successor Administrative
Agent who shall serve as such until such time, if any, as the
Requisite Lenders appoint a successor Administrative Agent as
provided above.

     (d)  Rights of the Successor and Retiring Administrative
Agents.  Upon the acceptance of any appointment as Administrative
Agent hereunder by a successor Administrative Agent, such successor
Administrative Agent shall thereupon succeed to and become vested
with all the rights, powers, privileges and duties of the retiring
Administrative Agent, and the retiring Administrative Agent shall
be discharged from its duties and obligations under this Agreement. 
After any retiring Administrative Agent's resignation hereunder as
Administrative Agent, the provisions of this Article XIII shall
inure to its benefit as to any actions taken or omitted to be taken
by it while it was the Administrative Agent under this Agreement.

     13.08.  Relations Among Lenders.  Each Lender and each Issuing
Bank agrees (except as provided in Section 15.05) that it will not
take any legal action, nor institute any actions or proceedings,
against the Borrower or any other obligor hereunder or under the
other Loan Documents with respect to any Collateral, without the
prior written consent of the Requisite Lenders.  Without limiting
the generality of the foregoing, no Lender may accelerate or
otherwise enforce its portion of the Obligations, or unilaterally
terminate its Revolving Loan Commitment except in accordance with
Section 12.02(a).

     13.09.  Concerning the Collateral and the Loan Documents.  (a) 
Protective Advances.  The Administrative Agent may from time to
time, before or after the occurrence of an Event of Default, make
such disbursements and advances pursuant to the Loan Documents
which the Administrative Agent, in its sole discretion, deems
necessary or desirable to preserve or protect the Collateral or any
portion thereof or to enhance the likelihood or maximize the amount
of repayment of the Loans and other Obligations ("Protective
Advances").  The Administrative Agent shall promptly notify the
Borrower and each Lender in writing of each such Protective
Advance, which notice shall include a description of the purpose of
such Protective Advance.  The Borrower agrees to pay the
Administrative Agent, upon demand, the principal amount of all
outstanding Protective Advances, together with interest thereon at
the rate from time to time applicable to Base Rate Loans from the
date of such Protective Advance until the outstanding principal
balance thereof is paid in full.  If the Borrower fails to make
payment in respect of any Protective Advance within one (1)
Business Day after the date the Borrower receives written demand
therefor from the Administrative Agent, the Administrative Agent
shall promptly notify each Lender and each Lender agrees that it
shall thereupon make available to the Administrative Agent, in
Dollars in immediately available funds, the amount equal to such
Lender's Pro Rata Share of such Protective Advance.  If such funds
are not made available to the Administrative Agent by such Lender
within one (1) Business Day after the Administrative Agent's demand
therefor, the Administrative Agent will be entitled to recover any
such amount from such Lender together with interest thereon at the
Federal Funds Rate for the first day after the date of such demand
and at the interest rate applicable to Base Rate Loans for each day
during the period commencing on the second day after the date of
such demand and ending on the date such amount is received.  The
failure of any Lender to make available to the Administrative Agent
its Pro Rata Share of any such Protective Advance shall neither
relieve any other Lender of its obligation hereunder to make
available to the Administrative Agent such other Lender's Pro Rata
Share of such Protective Advance on the date such payment is to be
made nor increase the obligation of any other Lender to make such
payment to the Administrative Agent.  All outstanding principal of,
and interest on, Protective Advances shall constitute Obligations
secured by the Collateral until paid in full by the Borrower.  

     (b)  Authority.  Each Lender and each Issuing Bank authorizes
and directs the Administrative Agent to enter into the Loan
Documents relating to the Collateral for the benefit of the Lenders
and the Issuing Banks.  Each Lender and each Issuing Bank agrees
that any action taken by the Administrative Agent or the Requisite
Lenders (or, where required by the express terms of this Agreement,
a greater proportion of the Lenders) in accordance with the
provisions of this Agreement or the other Loan Documents, and the
exercise by the Administrative Agent or the Requisite Lenders (or,
where so required, such greater proportion) of the powers set forth
herein or therein, together with such other powers as are
reasonably incidental thereto, shall be authorized and binding upon
all of the Lenders and Issuing Banks.  Without limiting the
generality of the foregoing, the Administrative Agent shall have
the sole and exclusive right and authority to (i) act as the
disbursing and collecting agent for the Lenders and the Issuing
Banks with respect to all payments and collections of the
Obligations of the Borrower arising in connection with this
Agreement and the Loan Documents or relating to the Collateral;
(ii) execute and deliver each Loan Document relating to the
Collateral and accept delivery of each such agreement delivered by
the Borrower, any Subsidiary of the Borrower, or any Guarantor a
party thereto; (iii) act as collateral agent for the Lenders and
the Issuing Banks for purposes of the perfection of all security
interests and Liens created by such agreements and all other
purposes stated therein; provided, however, the Administrative
Agent hereby appoints, authorizes and directs the Lenders and the
Issuing Banks to act as collateral sub-agent for the Administrative
Agent, the Lenders and the Issuing Banks for purposes of the
perfection of all security interests and Liens with respect to the
Property at any time in the possession of such Lender or such
Issuing Bank, including, without limitation, Deposit Accounts
maintained with, and cash and Cash Equivalents held by, such Lender
or such Issuing Bank; (iv) manage, supervise and otherwise deal
with the Collateral; (v) take such action as is necessary or
desirable to maintain the perfection and priority of the security
interests and liens created or purported to be created by the Loan
Documents; and (vi) except as may be otherwise specifically
restricted by the terms of this Agreement or any other Loan
Document, exercise all remedies given to the Administrative Agent,
the Lenders or the Issuing Banks with respect to the Collateral
under the Loan Documents relating thereto, applicable law or
otherwise.  

     (c)     Release of Collateral.  (i) Each Lender and each
Issuing Bank hereby directs, in accordance with the terms of this
Agreement, the Administrative Agent to release any Lien held by the
Administrative Agent for the benefit of the Holders:

     (A)     against all of the Collateral, upon final and
indefeasible payment in full of the Obligations and termination of
this Agreement;

        (B)     against any part of the Collateral sold or disposed
of by a Borrower or any of its Subsidiaries, if such sale or
disposition is permitted by Section 10.02 or is otherwise consented
to by the Requisite Lenders, as certified to the Administrative
Agent by the Borrower in an Officer's Certificate; and/or

     (C)  against any part of the Collateral consisting of a
promissory note, upon final and indefeasible payment in full of the
Indebtedness evidenced thereby.

     (ii)  Each Lender and each Issuing Bank hereby directs the
Administrative Agent to execute and deliver or file such
termination and partial release statements and do such other things
as are necessary to release Liens to be released pursuant to this
Section 13.09(c) promptly upon the effectiveness of any such
release.

<PAGE>
                      ARTICLE XIV
                   YIELD PROTECTION


     14.01.  Taxes.  (a)  Payment of Taxes.  Any and all payments
by the Borrower hereunder or under any Note or other document
evidencing any Obligations shall be made, in accordance with
Section 4.02, free and clear of and without reduction for any and
all present or future taxes, levies, imposts, deductions, charges,
withholdings, and all stamp or documentary taxes, excise taxes, ad
valorem taxes and other taxes imposed on the value of the Property,
charges or levies which arise from the execution, delivery or
registration, or from payment or performance under, or otherwise
with respect to, any of the Loan Documents or the Revolving Credit
Commitments and all other liabilities with respect thereto
excluding, in the case of each Lender, each Issuing Bank and the
Administrative Agent, taxes imposed on or measured by net income or
overall gross receipts and capital and franchise taxes imposed on
it by (i) the United States, (ii) the Governmental Authority of the
jurisdiction in which such Lender's Applicable Lending Office is
located or any political subdivision thereof or (iii) the
Governmental Authority in which such Person is organized, managed
and controlled or any political subdivision thereof (all such non-
excluded taxes, levies, imposts, deductions, charges and
withholdings being hereinafter referred to as "Taxes").  If the
Borrower shall be required by law to withhold or deduct any Taxes
from or in respect of any sum payable hereunder or under any such
Note or document to any Lender, any Issuing Bank or the
Administrative Agent, (x) the sum payable to such Lender, Issuing
Bank, or the Administrative Agent shall be increased as may be
necessary so that after making all required withholding or
deductions (including withholding or deductions applicable to
additional sums payable under this Section 14.01) such Lender, such
Issuing Bank or the Administrative Agent (as the case may be)
receives an amount equal to the sum it would have received had no
such withholding or deductions been made, (y) the Borrower shall
make such withholding or deductions, and (z) the Borrower shall pay
the full amount withheld or deducted to the relevant taxation
authority or other authority in accordance with applicable law.

     (b)  Indemnification.  The Borrower will indemnify each
Lender, each Issuing Bank and the Administrative Agent against, and
reimburse each on demand for, the full amount of all Taxes
(including, without limitation, any Taxes imposed by any
Governmental Authority on amounts payable under this Section 14.01
and any additional income or franchise taxes resulting therefrom)
incurred or paid by such Lender, such Issuing Bank or the
Administrative Agent (as the case may be) or any of their
respective Affiliates and any liability (including penalties,
interest, and out-of-pocket expenses paid to third parties) arising
therefrom or with respect thereto, whether or not such Taxes were
lawfully payable.  A certificate as to any additional amount
payable to any Person under this Section 14.01 submitted by it to
the Borrower shall, absent manifest error, be final, conclusive and
binding upon all parties hereto.  Each Lender and each Issuing Bank
agrees, within a reasonable time after receiving a written request
from the Borrower, to provide the Borrower and the Administrative
Agent with such certificates as are reasonably required, and take
such other actions as are reasonably necessary to claim such
exemptions as such Lender or such Issuing Bank may be entitled to
claim in respect of all or a portion of any Taxes which are
otherwise required to be paid or deducted or withheld pursuant to
this Section 14.01 in respect of any payments under this Agreement
or under the Notes.  

     (c)  Receipts.  Within thirty (30) days after the date of any
payment of Taxes by the Borrower, it will furnish to the
Administrative Agent, at its address referred to in Section 15.08,
the original or a certified copy of a receipt evidencing payment
thereof.  

     (d)  Foreign Bank Certifications.  (i) Each Lender that is not
created or organized under the laws of the United States or a
political subdivision thereof shall deliver to the Borrower and the
Administrative Agent on the Effective Date or the date on which
such Lender becomes a Lender pursuant to Section 15.01 hereof a
true and accurate certificate executed in duplicate by a duly
authorized officer of such Lender to the effect that such Lender is
eligible to receive payments hereunder and under the Notes without
deduction or withholding of United States federal income tax (I)
under the provisions of an applicable tax treaty concluded by the
United States (in which case the certificate shall be accompanied
by two duly completed copies of IRS Form 1001 (or any successor or
substitute form or forms)), (II) under Sections 1442(c)(1) and
1442(a) of the Internal Revenue Code (in which case the certificate
shall be accompanied by two duly completed copies of IRS Form 4224
(or any successor or substitute form or forms)), or (III) due to
such Lender's not being a "bank" as such term is used in Section
881(c)(3)(A) of the Internal Revenue Code (in which case, the
certificate shall be accompanied by two accurate and complete
original signed copies of IRS Form W-8 (or any successor or
substitute form or forms)).

     (ii)  Each Lender further agrees to deliver to the Borrower
and the Administrative Agent from time to time, a true and accurate
certificate executed in duplicate by a duly authorized officer of
such Lender before or promptly upon the occurrence of any event
requiring a change in the most recent certificate previously
delivered by it to the Borrower and the Administrative Agent
pursuant to this Section 14.01(d).  Each certificate required to be
delivered pursuant to this Section 14.01(d)(ii) shall certify as to
one of the following:

     (A)     that such Lender can continue to receive payments
hereunder and under the Notes without deduction or withholding of
United States federal income tax;
     (B)     that such Lender cannot continue to receive payments
hereunder and under the Notes without deduction or withholding of
United States federal income tax as specified therein but does not
require additional payments pursuant to Section 14.01(a) because it
is entitled to recover the full amount of any such deduction or
withholding from a source other than the Borrower; or

     (C)     that such Lender is no longer capable of receiving
payments hereunder and under the Notes without deduction or
withholding of United States federal income tax as specified
therein and that it is not capable of recovering the full amount of
the same from a source other than the Borrower.

Each Lender agrees to deliver to the Borrower and the
Administrative Agent further duly completed copies of the
above-mentioned IRS forms on or before the earlier of (x) the date
that any such form expires or becomes obsolete or otherwise is
required to be resubmitted as a condition to obtaining an exemption
from withholding from United States federal income tax and (y)
fifteen (15) days after the occurrence of any event requiring a
change in the most recent form previously delivered by such Lender
to the Borrower and Administrative Agent, unless any change in
treaty, law, regulation, or official interpretation thereof which
would render such form inapplicable or which would prevent the
Lender from duly completing and delivering such form has occurred
prior to the date on which any such delivery would otherwise be
required and the Lender promptly advises the Borrower that it is
not capable of receiving payments hereunder and under the Notes
without any deduction or withholding of United States federal
income tax.

     14.02.  Increased Capital.  If after the date hereof any
Lender or Issuing Bank determines that (i) the adoption or
implementation of or any change in or in the interpretation or
administration of any law or regulation or any guideline or request
from any central bank or other Governmental Authority or quasi-
governmental authority exercising jurisdiction, power or control
over any Lender, Issuing Bank or banks or financial institutions
generally (whether or not having the force of law), compliance with
which affects or would affect the amount of capital required or
expected to be maintained by such Lender or Issuing Bank or any
Person controlling such Lender or Issuing Bank and (ii) the amount
of such capital is increased by or based upon (A) the making or
maintenance by any Lender of its Loans, any Lender's participation
in or obligation to participate in the Loans, Letters of Credit or
other advances made hereunder or the existence of any Lender's
obligation to make Loans or (B) the issuance or maintenance by any
Issuing Bank of, or the existence of any Issuing Bank's obligation
to issue, Letters of Credit, then, in any such case, upon written
demand by such Lender or Issuing Bank (with a copy of such demand
to the Administrative Agent), the Borrower shall immediately pay to
the Administrative Agent for the account of such Lender or Issuing
Bank, from time to time as specified by such Lender or Issuing
Bank, additional amounts sufficient to compensate such Lender or
Issuing Bank or such Person therefor.  Such demand shall be
accompanied by a statement as to the amount of such compensation
and include a brief summary of the basis for such demand.  Such
statement shall be conclusive and binding for all purposes, absent
manifest error.

     14.03.  Changes; Legal Restrictions.  If after the date hereof
any Lender or Issuing Bank determines that the adoption or
implementation of or any change in or in the interpretation or
administration of any law or regulation or any guideline or request
from any central bank or other Governmental Authority or quasi-
governmental authority exercising jurisdiction, power or control
over any Lender, Issuing Bank or over banks or financial
institutions generally (whether or not having the force of law),
compliance with which:

     (a)  does or will subject a Lender or an Issuing Bank (or its
Applicable Lending Office or Eurodollar Affiliate) to charges
(other than taxes) of any kind which such Lender or Issuing Bank
reasonably determines to be applicable to the Revolving Credit
Commitments of the Lenders and/or the Issuing Banks to make
Eurodollar Rate Loans or issue and/or participate in Letters of
Credit or change the basis of taxation of payments to that Lender
or Issuing Bank of principal, fees, interest, or any other amount
payable hereunder with respect to Eurodollar Rate Loans or Letters
of Credit; or 

     (b)  does or will impose, modify, or hold applicable, in the
determination of a Lender or an Issuing Bank, any reserve (other
than reserves taken into account in calculating the Eurodollar
Rate), special deposit, compulsory loan, FDIC insurance or similar
requirement against assets held by, or deposits or other
liabilities (including those pertaining to Letters of Credit) in or
for the account of, advances or loans by, commitments made, or
other credit extended by, or any other acquisition of funds by, a
Lender or an Issuing Bank or any Applicable Lending Office or
Eurodollar Affiliate of that Lender or Issuing Bank;

and the result of any of the foregoing is to increase the cost to
that Lender or Issuing Bank of making, renewing or maintaining the
Loans or its Revolving Credit Commitment with respect to, or
issuing or participating in, the Letters of Credit or to reduce any
amount receivable thereunder; then, in any such case, upon written
demand by such Lender or Issuing Bank (with a copy of such demand
to the Administrative Agent), the Borrower shall immediately pay to
the Administrative Agent for the account of such Lender or Issuing
Bank, from time to time as specified by such Lender or Issuing
Bank, such amount or amounts as may be necessary to compensate such
Lender or Issuing Bank or its Eurodollar Affiliate for any such
additional cost incurred or reduced amount received.  Such demand
shall be accompanied by a statement as to the amount of such
compensation and include a brief summary of the basis for such
demand.  Such statement shall be conclusive and binding for all
purposes, absent manifest error.

     14.04.  Illegality.  (i)  If at any time any Lender determines
(which determination shall, absent manifest error, be final and
conclusive and binding upon all parties) that the making or
continuation of or conversion into any Eurodollar Rate Loan has
become unlawful or impermissible by compliance by that Lender with
any law, governmental rule, regulation or order of any Governmental
Authority (whether or not having the force of law and whether or
not failure to comply therewith would be unlawful or would result
in costs or penalties), then, and in any such event, such Lender
may give notice of that determination, in writing, to the Borrower
and the Administrative Agent, and the Administrative Agent shall
promptly transmit the notice to each other Lender.

         (ii)  When notice is given by a Lender under Section
14.04(i), (A) the Borrower's right to request from such Lender and
such Lender's obligation, if any, to make Eurodollar Rate Loans
shall be immediately suspended, and such Lender shall make a Base
Rate Loan as part of any requested Borrowing of Eurodollar Rate
Loans and (B) if the affected Eurodollar Rate Loan or Loans are
then outstanding, the Borrower shall immediately, or if permitted
by applicable law, no later than the date permitted thereby, upon
at least one (1) Business Day's prior written notice to the
Administrative Agent and the affected Lender, convert each such
Loan into a Base Rate Loan.

        (iii)  If at any time after a Lender gives notice under
Section 14.04(i) such Lender determines that it may lawfully make
Eurodollar Rate Loans, such Lender shall promptly give notice of
that determination, in writing, to the Borrower and the
Administrative Agent, and the Administrative Agent shall promptly
transmit the notice to each other Lender.  The Borrower's right to
request, and such Lender's obligation, if any, to make Eurodollar
Rate Loans shall thereupon be restored.

     14.05.  Compensation.  In addition to all amounts required to
be paid by the Borrower pursuant to Section 5.01, the Borrower
shall compensate each Lender, upon demand, for all losses, expenses
and liabilities (including, without limitation, any loss or expense
incurred by reason of the liquidation or reemployment of deposits
or other funds acquired by such Lender to fund or maintain such
Lender's Eurodollar Rate Loans to the Borrower but excluding any
loss of Applicable Eurodollar Rate Margin on the relevant Loans)
which that Lender may sustain (i) if for any reason a Borrowing,
conversion into or continuation of Eurodollar Rate Loans does not
occur on a date specified therefor in a Notice of Borrowing or a
Notice of Conversion/Continuation given by the Borrower or in a
telephonic request by it for borrowing or conversion/continuation
or a successive Eurodollar Interest Period does not commence after
notice therefor is given pursuant to Section 5.01(c), including,
without limitation, pursuant to Section 5.02(e), (ii) if for any
reason any Eurodollar Rate Loan is prepaid (including, without
limitation, mandatorily pursuant to Section 4.01) on a date which
is not the last day of the applicable Eurodollar Interest Period,
(iii) as a consequence of a required conversion of a Eurodollar
Rate Loan to a Base Rate Loan as a result of any of the events
indicated in Section 5.02(e), or (iv) as a consequence of any
failure by the Borrower to repay Eurodollar Rate Loans made to it
when required by the terms of this Agreement.  The Lender making
demand for such compensation shall deliver to the Borrower
concurrently with such demand a written statement in reasonable
detail as to such losses, expenses and liabilities, and this
statement shall be conclusive as to the amount of compensation due
to that Lender, absent manifest error.

     14.06.  Limitation on Additional Amounts Payable by the
Borrower.  Notwithstanding the provisions of Section 14.01(a), the
Borrower shall not be required to pay any additional amounts
hereunder to a Lender or Issuing Bank if (a) the obligation to pay
such additional amounts would not have arisen but for a failure by
the Lender or Issuing Bank to comply with the requirements
described in Section 14.01 or (b) the Lender or Issuing Bank shall
not have furnished the Borrower with such forms or shall not have
taken such other action as reasonably may be available to it under
applicable tax laws and any applicable tax treaty to obtain an
exemption from, or reduction (to the lowest applicable rate) of
withholding of such United States federal income tax; provided,
however, the Borrower's obligation to pay such additional amounts
shall be reinstated upon receipt of such forms or evidence that
action with respect to obtaining such exemption or reduction has
been taken.

     14.07.  Change in Lending Office.  Any Lender claiming any
additional amounts payable pursuant to Section 14.01 shall use
reasonable efforts (consistent with its internal policy and legal
and regulatory restrictions) to change the Domestic Lending Office
designated by it for purposes of this Agreement to a Domestic
Lending Office in another jurisdiction, if the making of such a
change would avoid the need for, or reduce the amount of, any such
additional amounts which may thereafter accrue and would not, in
the judgment of such Lender, be otherwise disadvantageous to such
Lender.

     14.08.  Judgment Currency.  If for the purposes of obtaining
judgment in any court it is necessary to convert a sum due under
this agreement or any Note in any currency (the "first currency")
into another currency (the "second currency"), the parties hereto
agree, to the fullest extent permitted by law, that the Exchange
Rate used shall be that determined on the Business Day preceding
that on which final judgment is given. To the fullest extent
permitted by applicable law, the Obligation in respect of any sum
due in a first currency shall, notwithstanding any judgment in a
second currency, be discharged only to the extent that on the
Business Day following receipt by any of the Administrative Agent,
any Lender or any Issuing Bank of any sum adjudged to be so due in
the second currency, such Person may purchase the first currency
with the second currency at the Exchange Rate determined on the
date of such purchase; if the amount of the first currency so
purchased is less than the sum originally due to such Person in the
first currency, the Borrower agrees, as a separate obligation and
notwithstanding any such judgment, to indemnify such Person against
such loss, and if the amount of the first currency so purchases
exceeds the sum originally due to such Person in the first
currency, such Person agrees to remit to the Borrower such excess.

<PAGE>
                            ARTICLE XV
                          MISCELLANEOUS

     15.01.  Assignments and Participations.  (a)  Assignments.  No
assignments or participations of any Lender's rights or obligations
under this Agreement shall be made except in accordance with this
Section 15.01.  Each Lender may assign to one or more Eligible
Assignees all or a portion of its rights and obligations under this
Agreement (including all of its rights and obligations with respect
to the Loans and the Letters of Credit) in accordance with the
provisions of this Section 15.01.  

     (b)     Limitations on Assignments.  Each assignment shall be
subject to the following conditions:  (i) each such assignment may
be of any of the following: (A) all of a Lender's outstanding Term
Loan, (B) all of a Lender's Revovling Credit Commitment (together
with its Revolving Loans and participations in outstanding Letters
of Credit), and (C) in the event the outstanding balance of the
assigning Lender's Term Loan is greater than $5,000,000 or the
amount of the assigning Lender's Revolving Credit Commitment is
greater than $5,000,000 and such Lender desires to assign a portion
of either its Term Loan or Revolving Credit Commitment, such
assignment shall be in a minimum principal amount of $5,000,000,
(ii) each such assignment shall be of a constant, and not a
varying, ratable percentage of all of the assigning Lender's rights
and obligations under this Agreement which are subject to such
assignment, (iii) each such assignment shall be to an Eligible
Assignee consented to by the Issuing Banks, which consent shall not
be unreasonably withheld or delayed, (iv) the Borrower shall have
the right to approve each such Eligible Assignee which is not
another Lender or an Affiliate of a Lender, which approval shall
not be unreasonably withheld or delayed and (v) the parties to each
such assignment shall execute and deliver to the Administrative
Agent, for its acceptance and recording in the Register, an
Assignment and Acceptance.  Upon such execution, delivery,
acceptance and recording in the Register, from and after the
effective date specified in each Assignment and Acceptance and
agreed to by the Administrative Agent, (A) the assignee thereunder
shall, in addition to any rights and obligations hereunder held by
it immediately prior to such effective date, if any, have the
rights and obligations hereunder that have been assigned to it
pursuant to such Assignment and Acceptance and shall, to the
fullest extent permitted by law, have the same rights and benefits
hereunder as if it were an original Lender hereunder, (B) the
assigning Lender shall, to the extent that rights and obligations
hereunder have been assigned by it pursuant to such Assignment and
Acceptance, relinquish its rights and be released from its
obligations under this Agreement (and, in the case of an Assignment
and Acceptance covering all or the remaining portion of such
assigning Lender's rights and obligations under this Agreement, the
assigning Lender shall cease to be a party hereto), and (C) the
Borrower shall execute and deliver to the assignee thereunder one
or more Notes, as applicable, evidencing its obligations to such
assignee with respect to the Loans.

     (c)  The Register.  The Administrative Agent shall maintain at
its address referred to in Section 15.08 a copy of each Assignment
and Acceptance delivered to and accepted by it and a register (the
"Register") for the recordation of the names and addresses of the
Lenders and their respective Revolving Credit Commitments, and the
principal amount of the Loans owing to, each Lender from time to
time and whether such Lender is an original Lender or the assignee
of another Lender pursuant to an Assignment and Acceptance.  The
entries in the Register shall be conclusive and binding for all
purposes, absent manifest error, and the Borrower and each of their
Subsidiaries, the Administrative Agent, and the Lenders may treat
each Person whose name is recorded in the Register as a Lender
hereunder for all purposes of this Agreement.  The Register shall
be available for inspection by the Borrower or any Lender at any
reasonable time and from time to time upon reasonable prior notice.

     (d)     Fee.  Upon its receipt of an Assignment and Acceptance
executed by the assigning Lender and an Eligible Assignee and a
processing and recordation fee of $3,000 (payable by the assigning
Lender or the assignee, as shall be agreed between them), the
Administrative Agent shall, if such Assignment and Acceptance has
been completed and is in compliance with this Agreement and in
substantially the form of Exhibit A, (i) accept such Assignment and
Acceptance, (ii) record the information contained therein in the
Register and (iii) give prompt notice thereof to the Borrower and
the other Lenders.

     (e)     Participations.  Each Lender may sell participations
to one or more other financial institutions in or to all or a
portion of its rights and obligations under and in respect of any
and all facilities under this Agreement (including, without
limitation, all or a portion of any or all of its Revolving Credit
Commitment hereunder and the Loans owing to it and its undivided
interest in the Letters of Credit); provided, however, that (i)
such Lender's obligations under this Agreement (including, without
limitation, its Revolving Credit Commitments hereunder) shall
remain unchanged, (ii) such Lender shall remain solely responsible
to the other parties hereto for the performance of such
obligations, (iii) the Borrower, the Administrative Agent, and the
other Lenders shall continue to deal solely and directly with such
Lender in connection with such Lender's rights and obligations
under this Agreement and (iv) such participant's rights to agree or
to restrict such Lender's ability to agree to the modification,
waiver or release of any of the terms of the Loan Documents or to
the release of any Collateral covered by the Loan Documents, to
consent to any action or failure to act by any party to any of the
Loan Documents or any of their respective Affiliates, or to
exercise or refrain from exercising any powers or rights which any
Lender may have under or in respect of the Loan Documents or any
Collateral, shall be limited to the right to consent to (A)
increase in the Commitment of the Lender from whom such participant
purchased a participation, (B) reduction of the principal of, or
rate or amount of interest on the Loans(s) subject to such
participation (other than by the payment or prepayment thereof),
(C) postponement of any date fixed for any payment of principal of,
or interest on, the Loan(s) subject to such participation and (D)
release of any Guarantor or all or a substantial portion of the
Collateral except as provided in Section 13.09(c).  

     (f)     Payment to Participants.  Anything in this Agreement
to the contrary notwithstanding, in the case of any participation,
all amounts payable by the Borrower under the Loan Documents shall
be calculated and made in the manner and to the parties required
hereby as if no such participation had been sold; provided,
however, that each participant shall be the beneficiary of the
provisions of Article XIV to the extent amounts payable thereunder
do not exceed the amounts payable thereunder to the Lender from
which such participation has been purchased. 

     (g)  Lenders' Creation of Security Interests.  Notwithstanding
any other provision set forth in this Agreement, any Lender may at
any time create a security interest in all or any portion of its
rights under this Agreement (including, without limitation,
Obligations owing to it and any Notes held by it) in favor of any
Federal Reserve bank in accordance with Regulation A of the Federal
Reserve Board.

     (h)  Assignments by Citicorp.  If Citicorp ceases to be a
Lender under this Agreement by virtue of any assignment made
pursuant to this Section 15.01, then, as of the effective date of
such cessation, Citibank's obligations to issue Letters of Credit
pursuant to Section 3.01 shall terminate and Citibank shall be an
Issuing Bank hereunder only with respect to outstanding Letters of
Credit issued prior to such date.

     (i)  Information Regarding the Borrower.  Any Lender may, in
connection with any assignment or participation or proposed
assignment or participation pursuant to this Section 15.01,
disclose to the assignee or participant or proposed assignee or
participant, any information relating to the Borrower or their
Subsidiaries furnished to such Lender by the Administrative Agent
or by or on behalf of the Borrower; provided that, prior to any
such disclosure, such assignee or participant, or proposed assignee
or participant, shall agree to preserve in accordance with Section
15.20 the confidentiality of any confidential information described
therein.

     15.02.  Expenses.  (a)  Generally.  The Borrower agrees upon
demand to pay, or reimburse the Administrative Agent for, all of
the Administrative Agent's reasonable internal and external audit,
legal, appraisal, valuation, filing, document duplication and
reproduction and investigation expenses and for all other out-of-
pocket costs and expenses of every type and nature (including,
without limitation, the reasonable fees, expenses and disbursements
of Sidley & Austin, local legal counsel, auditors, accountants,
appraisers, printers, insurance and environmental advisers, and
other consultants and agents) incurred by the Administrative Agent
in connection with (i) the Administrative Agent's review and
investigation of the Borrower and its Affiliates and the Collateral
in connection with the preparation, negotiation, and execution of
the Loan Documents and the Administrative Agent's periodic reviews
and audits of the Borrower and Guarantors; (ii) the preparation,
negotiation, execution and interpretation of this Agreement
(including, without limitation, the satisfaction or attempted
satisfaction of any of the conditions set forth in Article VI) and
the other Loan Documents and the making of the Loans hereunder;
(iii) the creation, perfection or protection of the Liens under the
Loan Documents (including, without limitation, any reasonable fees
and expenses for local counsel in various jurisdictions); (iv) the
ongoing administration of this Agreement, the other Loan Documents,
and the Loans, including, without limitation, consultation with
attorneys in connection therewith and with respect to the
Administrative Agent's rights and responsibilities under this
Agreement and the other Loan Documents; (v) the protection,
collection or enforcement of any of the Obligations or the
enforcement of any of the Loan Documents; (vi) the commencement,
defense or intervention in any court proceeding relating in any way
to the Obligations, the Property, the Borrower, any of their
Subsidiaries, this Agreement or any of the other Loan Documents;
(vii) the response to, and preparation for, any subpoena or request
for document production with which the Administrative Agent is
served or deposition or other proceeding in which the
Administrative Agent is called to testify, in each case, relating
in any way to the Obligations, the Property, the Borrower, any of
their Subsidiaries, this Agreement or any of the other Loan
Documents; and (viii) any amendments, consents, waivers,
assignments, restatements, or supplements to any of the Loan
Documents and the preparation, negotiation, and execution of the
same.

     (b)  After Default.  The Borrower further agrees to pay or
reimburse the Administrative Agent, the Issuing Banks and the
Lenders upon demand for all out-of-pocket costs and expenses,
including, without limitation, reasonable attorneys' fees
(including allocated costs of internal counsel and costs of
settlement) incurred by any of them after the occurrence of an
Event of Default (i) in enforcing any Loan Document or Obligation
or any security therefor or exercising or enforcing any other right
or remedy available by reason of such Event of Default; (ii) in
connection with any refinancing or restructuring of the credit
arrangements provided under this Agreement in the nature of a
"work-out" or in any insolvency or bankruptcy proceeding; (iii) in
commencing, defending or intervening in any litigation or in filing
a petition, complaint, answer, motion or other pleadings in any
legal proceeding relating to the Obligations, the Property, the
Borrower or any of its Subsidiaries and related to or arising out
of the transactions contemplated hereby or by any of the other Loan
Documents; and (iv) in taking any other action in or with respect
to any suit or proceeding (bankruptcy or otherwise) described in
clauses (i) through (iii) above.

     15.03.  Indemnity.  The Borrower further agrees (a) to defend,
protect, indemnify, and hold harmless the Administrative Agent and
each and all of the Lenders and Issuing Banks and each of their
respective officers, directors, employees, attorneys and agents
(including, without limitation, those retained in connection with
the satisfaction or attempted satisfaction of any of the conditions
set forth in Article VI) (collectively, the "Indemnitees") from and
against any and all liabilities, obligations, losses (other than
loss of profits), damages, penalties, actions, judgments, suits,
claims, costs, expenses and disbursements of any kind or nature
whatsoever (excluding any taxes and including, without limitation,
the fees and disbursements of counsel for such Indemnitees in
connection with any investigative, administrative or judicial
proceeding, whether or not such Indemnitees shall be designated a
party thereto), imposed on, incurred by, or asserted against such
Indemnitees in any manner relating to or arising out of (i) this
Agreement or the other Loan Documents or any act, event or
transaction related or attendant thereto, the making of the Loans
and the issuance of and participation in Letters of Credit
hereunder, the management of such Loans or Letters of Credit, the
use or intended use of the proceeds of the Loans or Letters of
Credit hereunder, or any of the other transactions contemplated by
any of the Loan Documents, or (ii) any Liabilities and Costs
relating to any violation by the Borrower, its Subsidiaries, or the
Guarantors, or their respective predecessors-in-interest of any
Environmental, Health or Safety Requirements of Law, the past,
present or future operations of the Borrower, its Subsidiaries, any
Guarantor, or any of their respective predecessors in interest, or,
the past, present or future environmental, health or safety
condition of any respective past, present or future Property of the
Borrower, any of its Subsidiaries, or any Guarantor, the presence
of asbestos-containing materials at any respective past, present or
future Property of the Borrower, any of its Subsidiaries, or any
Guarantor, or the Release or threatened Release of any Contaminant
into the environment by the Borrower, its Subsidiaries, any
Guarantor, or their respective predecessors-in-interest, or the
Release or threatened Release of any Contaminant into the
environment from or at any facility to which the Borrower, any of
its Subsidiaries, or any Guarantor, or their respective
predecessors-in-interest sent or directly arranged the transport of
any Contaminant (collectively, the "Indemnified Matters");
provided, however, the Borrower shall have no obligation to an
Indemnitee hereunder with respect to Indemnified Matters caused by
or resulting from the willful misconduct or gross negligence of
such Indemnitee, as determined by a court of competent jurisdiction
and (b) not to assert any claim against any of the Indemnified
Parties on any theory of liability for special, indirect,
consequential or punitive damages arising out of, or in any way in
connection with, the Revolving Credit Commitments, the Obligations
or any other matters governed by this Agreement and/or the other
Loan Documents.  To the extent that the undertaking to indemnify,
pay and hold harmless set forth in the preceding sentence may be
unenforceable because it is violative of any law or public policy,
the Borrower shall contribute the maximum portion which it is
permitted to pay and satisfy under applicable law, to the payment
and satisfaction of all Indemnified Matters incurred by the
Indemnitees. The Administrative Agent, Lenders and the Issuing
Banks agree to notify the Borrower of the institution or assertion
of any Indemnified Matter, but the parties hereto hereby agree that
the failure to so notify the Borrower shall not release the
Borrower from its obligations hereunder.

     15.04.  Change in Accounting Principles.  If any change in the
accounting principles used in the preparation of the most recent
Financial Statements referred to in Section 8.01 are hereafter
required or permitted by the rules, regulations, pronouncements and
opinions of the Financial Accounting Standards Board or the
American Institute of Certified Public Accountants (or successors
thereto or agencies with similar functions) and are adopted by the
Borrower with the agreement of its independent certified public
accountants and such changes result in a change in the method or
result of calculation of any of the covenants, standards or terms
found in Article IX, Article X, and Article XI, the parties hereto
agree to enter into negotiations in order to amend such provisions
so as to equitably reflect such changes with the desired result
that the criteria for evaluating compliance with such covenants,
standards and terms by the Borrower and its Subsidiaries shall be
the same after such changes as if such changes had not been made;
provided, however, no change in such accounting principles that
would affect the method of calculation of any of the covenants,
standards or terms shall be given effect in such calculations until
such provisions are amended, in a manner satisfactory to the
Requisite Lenders and the Borrower, to so reflect such change in
accounting principles.

     15.05.  Setoff.  In addition to any Liens granted under the
Loan Documents and any rights now or hereafter granted under
applicable law, upon the occurrence and during the continuance of
any Event of Default, each Lender, each Issuing Bank and any
Affiliate of any Lender or Issuing Bank is hereby authorized by the
Borrower at any time or from time to time, without notice to any
Person (any such notice being hereby expressly waived) to set off
and to appropriate and to apply any and all deposits (general or
special, including, but not limited to, indebtedness evidenced by
certificates of deposit, whether matured or unmatured (but not
including trust accounts)) and any other Indebtedness at any time
held or owing by such Lender, Issuing Bank or any of their
Affiliates to or for the credit or the account of the Borrower
against and on account of the Obligations of the Borrower to such
Lender, Issuing Bank or any of their Affiliates, including, but not
limited to, all Loans and Letters of Credit and all claims of any
nature or description arising out of or in connection with this
Agreement, irrespective of whether or not (i) such Lender or
Issuing Bank shall have made any demand hereunder or (ii) the
Administrative Agent, at the request or with the consent of the
Requisite Lenders, shall have declared the principal of and
interest on the Loans and other amounts due hereunder to be due and
payable as permitted by Article XII and even though such
Obligations may be contingent or unmatured.  Each Lender and each
Issuing Bank agrees that it shall not, without the express consent
of the Requisite Lenders, and that it shall, to the extent it is
lawfully entitled to do so, upon the request of the Requisite
Lenders, exercise its setoff rights hereunder against any accounts
of the Borrower, any of its Subsidiaries, or a Guarantor now or
hereafter maintained with such Lender, Issuing Bank or any
Affiliate of such Lender or Issuing Bank.

     15.06.  Ratable Sharing. The Lenders agree among themselves
that (i) with respect to all amounts received by them which are
applicable to the payment of the Obligations (excluding the fees
described in Section 5.03 and Article XIV), equitable adjustment
will be made so that, in effect, all such amounts will be shared
among them ratably in accordance with their Pro Rata Shares,
whether received by voluntary payment, by the exercise of the right
of setoff or banker's lien, by counterclaim or cross-action or by
the enforcement of any or all of the Obligations (excluding the
fees described in Section 5.03 and Article XIV) or the Collateral,
(ii) if any of them shall by voluntary payment or by the exercise
of any right of counterclaim, setoff, banker's lien or otherwise,
receive payment of a proportion of the aggregate amount of the
Obligations held by it, which is greater than the amount which such
Lender is entitled to receive hereunder, the Lender receiving such
excess payment shall purchase, without recourse or warranty, an
undivided interest and participation (which it shall be deemed to
have done simultaneously upon the receipt of such payment) in such
Obligations owed to the others so that all such recoveries with
respect to such Obligations shall be applied ratably in accordance
with their Pro Rata Shares; provided, however, that if all or part
of such excess payment received by the purchasing party is
thereafter recovered from it, those purchases shall be rescinded
and the purchase prices paid for such participations shall be
returned to such party to the extent necessary to adjust for such
recovery, but without interest except to the extent the purchasing
party is required to pay interest in connection with such recovery. 
The Borrower agrees that any Lender so purchasing a participation
from another Lender pursuant to this Section 15.06 may, to the
fullest extent permitted by law, exercise all its rights of payment
(including, subject to Section 15.05, the right of setoff) with
respect to such participation as fully as if such Lender were the
direct creditor of the Borrower in the amount of such
participation.
     15.07.  Amendments and Waivers.  (a) General Provisions. 
Unless otherwise provided for or required in this Agreement, no
amendment or modification of any provision of this Agreement or any
of the other Loan Documents shall be effective without the written
agreement of the Requisite Lenders (which the Requisite Lenders
shall have the right to grant or withhold in their sole discretion)
and the Borrower. No termination or waiver of any provision of this
Agreement or any of the other Loan Documents, or consent to any
departure by the Borrower therefrom, shall be effective without the
written concurrence of the Requisite Lenders, which the Requisite
Lenders shall have the right to grant or withhold in their sole
discretion.  All amendments, modifications, waivers and consents
not specifically reserved to Lenders, Issuing Banks, and the
Administrative Agent in Section 15.07(b), Section 15.07(c) and in
other provisions of this Agreement shall require only the approval
of the Requisite Lenders. Any waiver or consent shall be effective
only in the specific instance and for the specific purpose for
which it was given. No notice to or demand on the Borrower in any
case shall entitle the Borrower to any other or further notice or
demand in similar or other circumstances. 

     (b)  Amendments, Consents and Waivers by Super- Majority
Lenders.  Any amendment, modification, termination, waiver or
consent with respect to any of the provisions of Section 4.01(b) of
this Agreement shall be effective only by a written agreement
signed by the Super-Majority Lenders.

     (c)  Amendments, Consents and Waivers by All Lenders.  Any
amendment, modification, termination, waiver or consent with
respect to any of the following provisions of this Agreement shall
be effective only by a written agreement, signed by each Lender:

(i) increase in the amount of any of the Revolving Credit
Commitments,

(ii) reduction of the principal of, rate or amount of interest on
the Loans, the Reimbursement Obligations, or any fees or other
amounts payable to the Lenders or Issuing Banks (other than by the
payment or prepayment thereof),

(iii) postponement of the Revolving Credit Termination Date or any
date fixed for any payment of principal of, or interest on, the
Loans, the Reimbursement Obligations or any fees or other amounts
payable to the Lenders or the Issuing Banks, except to the extent
provided for in clause (b) above,

(iv)  the orders of priority of applications set forth in Section
4.01, 

(v)  change in the definitions of the Revolving Credit Commitments,
Term Loans, Requisite Lenders or Super-Majority Lenders;

(vi)  waiver of any of the conditions specified in Sections 6.01 or
6.02 or the covenant set forth in Section 9.15,

(vii)  release of any Guarantor or all or a substantial portion of
the Collateral (except as provided in Section 13.09(c)),

(viii)  change in the aggregate Pro Rata Share of the Lenders which
shall be required for the Lenders or any of them to take action
under this Agreement or the other Loan Documents,

(ix)  amendment of Section 15.01 or this Section 15.07,

(x)  assignment of any right or interest in or under this Agreement
or any of the other Loan Documents by the Borrower, and

(xi)  waiver of any Event of Default described in Sections
12.01(a), (f), (g), (h), and (n).

     (d)  Administrative Agent Authority.  The Administrative Agent
may, but shall have no obligation to, with the written concurrence
of any Lender, execute amendments, modifications, waivers or
consents on behalf of that Lender.  Notwithstanding anything to the
contrary contained in this Section 15.07, no amendment,
modification, waiver or consent shall affect the rights or duties
of the Administrative Agent under this Agreement or the other Loan
Documents, unless made in writing and signed by the Administrative
Agent in addition to the Lenders required above to take such
action; and the order of priority set forth in clauses (A) through
(C) of Section 4.02(b) may be changed only with the prior written
consent of the Administrative Agent.  Notwithstanding anything
herein to the contrary, in the event that the Borrower shall have
requested, in writing, that any Lender agree to an amendment,
modification, waiver or consent with respect to any particular
provision or provisions of this Agreement or the other Loan
Documents, and such Lender shall have failed to state, in writing,
that it either agrees or disagrees (in full or in part) with all
such requests (in the case of its statement of agreement, subject
to satisfactory documentation and such other conditions it may
specify) within thirty (30) days after such request, then such
Lender shall be deemed to not have approved such amendment,
modification, waiver or consent and the Administrative Agent shall
thereupon determine whether the Lenders required above to take the
requested action have approved the same within the required time
and communicate such determination to the Borrower and the Lenders.

     15.08.  Notices.  Unless otherwise specifically provided
herein, any notice or other communication herein required or
permitted to be given shall be in writing and may be personally
served, sent by facsimile transmission or courier service or United
States certified mail and shall be deemed to have been given when
delivered in person or by courier service, upon receipt of a
facsimile transmission, or four (4) Business Days after deposit in
the United States mail with postage prepaid and properly addressed. 
Notices to the Administrative Agent pursuant to Articles II, IV or
XIII shall not be effective until received by the Administrative
Agent.  For the purposes hereof, the addresses of the parties
hereto (until notice of a change thereof is delivered as provided
in this Section 15.08) shall be as set forth below each party's
name on the signature pages hereof or the signature page of any
applicable Assignment and Acceptance, or, as to each party, at such
other address as may be designated by such party in a written
notice to all of the other parties to this Agreement.

     15.09.  Survival of Warranties and Agreements.  All
representations and warranties made herein and all covenants and
other obligations of the Borrower in respect of taxes,
indemnification and expense reimbursement shall survive the
execution and delivery of this Agreement and the other Loan
Documents, the making and repayment of the Loans, the issuance and
discharge of Letters of Credit hereunder and the termination of
this Agreement and shall not be limited in any way by the passage
of time or occurrence of any event and shall expressly cover time
periods when the Administrative Agent, any of the Issuing Banks or
any of the Lenders may have come into possession or control of any
of the Borrower's or its Subsidiaries' Property.

     15.10.  Failure or Indulgence Not Waiver; Remedies Cumulative. 
No failure or delay on the part of the Administrative Agent, any
Lender or any Issuing Bank in the exercise of any power, right or
privilege under any of the Loan Documents shall impair such power,
right or privilege or be construed to be a waiver of any default or
acquiescence therein, nor shall any single or partial exercise of
any such power, right or privilege preclude other or further
exercise thereof or of any other right, power or privilege.  All
rights and remedies existing under the Loan Documents are
cumulative to and not exclusive of any rights or remedies otherwise
available.

     15.11.  Marshalling; Payments Set Aside.  None of the
Administrative Agent, any Lender or any Issuing Bank shall be under
any obligation to marshall any assets in favor of the Borrower or
any other Person or against or in payment of any or all of the
Obligations.  To the extent that the Borrower makes a payment or
payments to the Administrative Agent, the Lenders or the Issuing
Banks or any of such Persons receives payment from the proceeds of
the Collateral or exercises its rights of setoff, and such payment
or payments or the proceeds of such enforcement or setoff or any
part thereof are subsequently invalidated, declared to be
fraudulent or preferential, set aside or required to be repaid to
a trustee, receiver or any other party, then to the extent of such
recovery, the obligation or part thereof originally intended to be
satisfied, and all Liens, right and remedies therefor, shall be
revived and continued in full force and effect as if such payment
had not been made or such enforcement or setoff had not occurred.

     15.12.  Severability.  In case any provision in or obligation
under this Agreement or the other Loan Documents shall be invalid,
illegal or unenforceable in any jurisdiction, the validity,
legality and enforceability of the remaining provisions or
obligations, or of such provision or obligation in any other
jurisdiction, shall not in any way be affected or impaired thereby.

     15.13.  Headings.  Section headings in this Agreement are
included herein for convenience of reference only and shall not
constitute a part of this Agreement or be given any substantive
effect.

     15.14.  Governing Law.  THIS AGREEMENT SHALL BE INTERPRETED,
AND THE RIGHTS AND LIABILITIES OF THE PARTIES HERETO DETERMINED, IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

     15.15.  Limitation of Liability.  No claim may be made by the
Borrower, any Lender, any Issuing Bank, the Administrative Agent,
or any other Person against the Administrative Agent, any other
Issuing Bank or any other Lender or the Affiliates, directors,
officers, employees, attorneys or agents of any of them for any
special, consequential or punitive damages in respect of any claim
for breach of contract or any other theory of liability arising out
of or related to the transactions contemplated by this Agreement,
or any act, omission or event occurring in connection therewith;
and the Borrower, each Lender, each Issuing Bank, and the
Administrative Agent hereby waives, releases and agrees not to sue
upon any such claim for any such damages, whether or not accrued
and whether or not known or suspected to exist in its favor.

     15.16.  Successors and Assigns.  This Agreement and the other
Loan Documents shall be binding upon the parties hereto and their
respective successors and assigns and shall inure to the benefit of
the parties hereto and the successors and permitted assigns of the
Lenders and the Issuing Banks.  The rights hereunder of the
Borrower, or any interest therein, may not be assigned without the
written consent of all Lenders.

     15.17.  Certain Consents and Waivers of the Borrower.

     (a) Personal Jurisdiction.  (i) EACH OF THE ADMINISTRATIVE
AGENT, THE LENDERS, THE ISSUING BANKS, THE BORROWER IRREVOCABLY AND
UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE
NONEXCLUSIVE JURISDICTION OF ANY NEW YORK STATE COURT OR FEDERAL
COURT SITTING IN NEW YORK, NEW YORK, AND ANY COURT HAVING
JURISDICTION OVER APPEALS OF MATTERS HEARD IN SUCH COURTS, IN ANY
ACTION OR PROCEEDING ARISING OUT OF, CONNECTED WITH, RELATED TO OR
INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION
WITH THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, WHETHER ARISING IN
CONTRACT, TORT, EQUITY OR OTHERWISE, OR FOR RECOGNITION OR
ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO
IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT
OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN
SUCH STATE COURT OR, TO THE EXTENT PERMITTED BY LAW, IN SUCH
FEDERAL COURT.  THE BORROWER IRREVOCABLY DESIGNATES AND APPOINTS
TFC, 110 EAST 59TH STREET, 30TH FLOOR, NEW YORK, NEW YORK 10022, AS
ITS AGENT (THE "PROCESS AGENT") FOR SERVICE OF ALL PROCESS IN ANY
SUCH PROCEEDING IN ANY SUCH COURT, SUCH SERVICE BEING HEREBY
ACKNOWLEDGED TO BE EFFECTIVE AND BINDING SERVICE IN EVERY RESPECT. 
EACH OF THE ADMINISTRATIVE AGENT, THE LENDERS, THE ISSUING BANKS,
AND THE BORROWER AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR
PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER
JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER
PROVIDED BY LAW.  THE BORROWER WAIVES IN ALL DISPUTES ANY OBJECTION
THAT IT MAY HAVE TO THE LOCATION OF THE COURT CONSIDERING THE
DISPUTE.

     (ii)  THE BORROWER AGREES THAT THE ADMINISTRATIVE AGENT SHALL
HAVE THE RIGHT TO PROCEED AGAINST IT OR ITS PROPERTY IN A COURT IN
ANY LOCATION TO ENABLE THE ADMINISTRATIVE AGENT, THE ISSUING BANKS
AND THE LENDERS TO REALIZE ON THE COLLATERAL OR ANY OTHER SECURITY
FOR THE OBLIGATIONS, OR TO ENFORCE A JUDGMENT OR OTHER COURT ORDER
ENTERED IN FAVOR OF THE ADMINISTRATIVE AGENT, ANY ISSUING BANK OR
ANY LENDER.  THE BORROWER AGREES THAT IT WILL NOT ASSERT ANY
PERMISSIVE COUNTERCLAIMS IN ANY PROCEEDING BROUGHT BY THE
ADMINISTRATIVE AGENT, ANY LENDER OR ANY ISSUING BANK TO REALIZE ON
THE COLLATERAL OR ANY OTHER SECURITY FOR THE OBLIGATIONS, OR TO
ENFORCE A JUDGMENT OR OTHER COURT ORDER IN FAVOR OF THE
ADMINISTRATIVE AGENT, ANY LENDER OR ANY ISSUING BANK.  THE BORROWER
WAIVES ANY OBJECTION THAT IT MAY HAVE TO THE LOCATION OF THE COURT
IN WHICH THE ADMINISTRATIVE AGENT, ANY ISSUING BANK OR ANY LENDER
MAY COMMENCE A PROCEEDING DESCRIBED IN THIS SECTION.

     (b)  Service of Process.  THE BORROWER IRREVOCABLY CONSENTS TO
THE SERVICE OF PROCESS OF ANY OF THE AFOREMENTIONED COURTS IN ANY
SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES THEREOF BY
REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO THE PROCESS AGENT
OR THE BORROWER'S NOTICE ADDRESS SPECIFIED BELOW, SUCH SERVICE TO
BECOME EFFECTIVE FIVE (5) DAYS AFTER SUCH MAILING.  THE BORROWER
IRREVOCABLY WAIVES ANY OBJECTION (INCLUDING, WITHOUT LIMITATION,
ANY OBJECTION OF 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 SUCH ACTION OR PROCEEDING WITH RESPECT TO THIS
AGREEMENT OR ANY OTHER LOAN DOCUMENT IN ANY JURISDICTION SET FORTH
ABOVE.  NOTHING HEREIN SHALL AFFECT THE RIGHT TO SERVE PROCESS IN
ANY OTHER MANNER PERMITTED BY LAW OR SHALL LIMIT THE RIGHT OF THE
ADMINISTRATIVE AGENT TO BRING PROCEEDINGS AGAINST THE BORROWER IN
THE COURTS OF ANY OTHER JURISDICTION.

     (c)  Waiver of Jury Trial.  EACH OF THE ADMINISTRATIVE AGENT,
LENDERS, ISSUING BANKS, AND THE BORROWER IRREVOCABLY WAIVES TRIAL
BY JURY IN ANY ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT
OR ANY OTHER LOAN DOCUMENT. ANY OF THE BORROWER, THE ADMINISTRATIVE
AGENT, LENDERS, OR ISSUING BANKS MAY FILE AN ORIGINAL COUNTERPART
OR A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF
THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO
TRIAL BY JURY.

     15.18.  Counterparts; Effectiveness; Inconsistencies.  This
Agreement and any amendments, waivers, consents, or supplements
hereto may be executed in counterparts, each of which when so
executed and delivered shall be deemed an original, but all such
counterparts together shall constitute but one and the same
instrument.  This Agreement shall become effective against the
Borrower, each Lender, each Issuing Bank, and the Administrative
Agent on the Effective Date, whereupon the terms and provisions of
the First Amended Agreement shall be and hereby are amended,
superseded and restated in their entirety by the terms and
provisions of this Agreement. This Agreement shall not constitute
a novation. This Agreement and each of the other Loan Documents
shall be construed to the extent reasonable to be consistent one
with the other, but to the extent that the terms and conditions of
this Agreement are actually inconsistent with the terms and
conditions of any other Loan Document, this Agreement shall govern.

     15.19.  Limitation on Agreements.  All agreements between and
among the Borrower, the Administrative Agent, each Lender and each
Issuing Bank in the Loan Documents are hereby expressly limited so
that in no event shall any of the Loans or other amounts payable by
the Borrower under any of the Loan Documents constitute "purpose
credit" within the meaning of Regulation U or G.

     15.20.  Confidentiality.  Subject to Section15.01(f), the
Lenders and the Issuing Banks shall hold all nonpublic information
obtained pursuant to the requirements of this Agreement and
identified as such by the Borrower in accordance with such Lender's
or such Issuing Bank's customary procedures for handling
confidential information of this nature and in accordance with safe
and sound banking practices and in any event may make disclosure
(a) to its Affiliates or (b) as is reasonably required by a bona
fide offeree, transferee or participant in connection with a
contemplated assignment, transfer or participation permitted under
Section 15.01 or (c) as required or requested by any Governmental
Authority or representative thereof or pursuant to legal process or
(d) to any direct or indirect contractual counterparties in swap
agreements or such contractual counterparties' professional
advisors, provided that such offeree, transferee, participant,
contractual counterparty or professional advisor to such
contractual counterparty agrees, in writing, to keep such
information confidential to the same extent required of the Lenders
hereunder.  In no event shall any Lender or any Issuing Bank be
obligated or required to return any materials furnished by the
Borrower; provided, however, each offeree shall be required to
agree that if it does not become a transferee or participant it
shall return all materials furnished to it by the Borrower in
connection with this Agreement.  Any and all confidentiality
agreements entered into between any Lender or any Issuing Bank and
the Borrower shall survive the execution of this Agreement.

     15.21.  Entire Agreement.  This Agreement, taken together with
all of the other Loan Documents, embodies the entire agreement and
understanding among the parties hereto and supersedes all prior
agreements and understandings, written and oral, relating to the
subject matter hereof.

     15.22.  Advice of Counsel.  The Borrower and each Lender and
Issuing Bank understand that the Administrative Agent's counsel
represents only the Administrative Agent's and its Affiliates'
interests and that the Borrower, other Lenders and other Issuing
Banks are advised to obtain their own counsel. The Borrower
represents and warrants to the Administrative Agent  and the other
Holders that it has discussed this Agreement with its counsel.

<PAGE>
     IN WITNESS WHEREOF, this Agreement has been duly executed as
of the date first above written.



BORROWER:     FAIRCHILD HOLDING CORP.

              By:  Colin M. Cohen
              Vice President


GUARANTOR:     RHI HOLDINGS, INC.

               By:  Colin M. Cohen
               Vice President and 
                 Chief Financial Officer

     Notice Address for Borrower & Guarantor:

       300 West Service Road
       Chantilly, Virginia  20153
       Attn: Colin M. Cohen
       Telecopier No. (703) 478-5767 and
        Donald E. Miller
       Telecopier No. (703) 478-5775

     with a copy to:

       Cahill Gordon & Reindel
       Eighty Pine Street
       New York, New York  10005-1702
       Attn: James J. Clark
       Telecopier No. (212) 269-5420

<PAGE>
ADMINISTRATIVE AGENT:     CITICORP USA, INC., as Administrative
Agent 


     By:  Timothy L. Freeman
          Attorney-in-Fact

     Notice Address:

       Citicorp USA, Inc.
       c/o Citicorp Securities, Inc.
       399 Park Avenue
       6th Floor, Zone 4
       New York, New York  10043
       Attn: Timothy L. Freeman
       Telecopier No. (212) 793-1290

     with a copy to:

       Sidley & Austin
       One First National Plaza
       Chicago, Illinois  60603
       Attn: DeVerille A. Huston
       Telecopier No.  (312) 853-7036


ISSUING BANK:     CITIBANK, N.A.


     By:  Timothy L. Freeman
          Attorney-in-Fact

     Notice Address:

       Citibank, N.A.
       399 Park Avenue
       10th Floor, Zone 3
       New York, New York  10043
       Attn: Melissa Motelson
       Telecopier No. (212) 793-4806

<PAGE>
LENDER:     CITICORP USA, INC.


     By:  Timothy L. Freeman
          Attorney-in-Fact

     Notice Address:
      
       Citicorp USA, Inc.
       c/o Citicorp Securities, Inc.
       399 Park Avenue
       6th Floor, Zone 4
       New York, New York  10043
       Attn: Timothy L. Freeman
       Telecopier No. (212) 793-1290

     
     Domestic Lending Office and Eurodollar  
       Lending Office or Eurodollar Affiliate:

       Citicorp USA, Inc.
       c/o Citibank, N.A.
       399 Park Avenue
       10th Floor, Zone 3
       New York, New York  10043
       Attn: Melissa Motelson
       Telecopier No. (212) 793-4806


     Pro Rata Share:        5.833%

     Revolving Credit
     Commitment:                $4,629,629.60

     Revolving Credit
     Pro Rata Share:        6.173%

     Term Loan Commitment:  $4,120,370.40

     Term Loan Pro Rata
       Share:             5.494%

<PAGE>
LENDER AND
ISSUING BANK:     NATIONSBANK, N.A.


     By:  Michael R. Heredia
          Senior Vice President

     Notice Address
       and Domestic and Eurodollar   
     Lending Office:

       NationsBank, N.A.
       6610 Rockledge Drive
       6th Floor
       Bethesda, Maryland 20817-1876
       Attn:  Michael R. Heredia
       Telecopier No.  (301) 571-0719


     Pro Rata Share:        16.833%

     Revolving Credit
     Commitment:            $13,359,788.35

     Revolving Credit
     Pro Rata Share:        17.813%

     Term Loan Commitment:  $11,890,211.65

     Term Loan Pro Rata
       Share:             15.854%

<PAGE>
LENDER:     SALOMON BROTHERS HOLDING COMPANY INC


     
     By:  Mavis B. Taintor
          Managing Director


     Notice Address
       and Domestic and Eurodollar 
          Lending Office:

     Salomon Brothers Holding Company Inc
     Seven World Trade Center
     33rd Floor
     New York, New York  10048
     Attn: Townsend U. Weekes
     Telecopier No.  (212) 783-2823

     Pro Rata Share:        11.333%

     Revolving Credit
     Commitment:             $8,994,708.98

     Revolving Credit
     Pro Rata Share:        11.993%

     Term Loan Commitment:  $8,005,291.02

     Term Loan Pro Rata
       Share:             10.674%
<PAGE>
LENDER:     BANKERS TRUST COMPANY

     By:  Mary Jo Jolly
          Assistant Vice President

     Notice Address:

       Bankers Trust Company
       c/o BT Securities, Inc.
       300 South Grand Avenue
       Los Angeles, California 90071
       Attn: Wade Winter
       Telecopier No. (213) 620-8484

     Domestic Lending Office and Eurodollar
       Lending Office or Eurodollar Affiliate:

       Bankers Trust Company
       1 Bankers Trust Plaza
       130 Liberty Street
       New York, New York 10006
       

     Pro Rata Share:        5.500%

     Revolving Credit           
       Commitment:          $4,365,079.37

     Revolving Credit
       Pro Rata Share:        5.820%

     Term Loan Commitment:  $3,884,920.63

     Term Loan Pro Rata
       Share:             5.180%



<PAGE>
LENDER:     DLJ CAPITAL FUNDING, INC.

     By:  Marc C. Buonomo
          Senior Vice President


     Notice Address:

       DLJ Capital Funding, Inc.
       277 Park Avenue
       9th Floor
       New York, New York  10172
       Attn: Tom Hendrix
       Telecopier No. (212) 892-5286

     Domestic Lending Office and Eurodollar
       Lending Office or Eurodollar Affiliate:

       DLJ Capital Funding, Inc.
       Newport Tower
       525 Washington Blvd.
       Jersey City, New Jersey 07310
       Attn: Ed Vowinkel
       Telecopier No. (201) 610-1965

     Pro Rata Share:        5.500%

     Revolving Credit        $4,365,079.37
       Commitment:

     Revolving Credit           
       Pro Rata Share:        5.820%

     Term Loan Commitment:  $3,884,920.63

     Term Loan Pro Rata
       Share:             5.180%


<PAGE>
LENDER:     PRIME INCOME TRUST

     By:  Rafael Scolari
          Title:

     Notice Address:

       Dean Witter Inter Capital
       2 World Trade Center
       72nd Floor
       New York, New York  10048
       Attn: Louis Pisteccia
       Telecopier No.: 212-392-5345

     Domestic Lending Office and Eurodollar
       Lending Office or Eurodollar Affiliate:

       Dean Witter Inter Capital
       2 World Trade Center
       72nd Floor
       New York, New York  10048
       Attn:  Louis Pisteccia
       Telecopier No.: 212-392-5345

     

     Pro Rata Share:        5.500%

     Revolving Credit
       Commitment:        $4,365,079.37
     
     Revolving Credit
       Pro Rata Share:        5.820%

     Term Loan Commitment:  $3,884,920.63

     Term Loan Pro Rata
       Share:             5.180%
<PAGE>
LENDER:     CAISSE NATIONALE DE CREDIT AGRICOLE



     By:  David Bouhl FVP
          Head of Corporate Banking, Chicago

     Notice Address:

       Caisse Nationale de Credit Agricole
       55 East Monroe Street
       Suite 4700
       Chicago, Illinois  60603
       Attn:  William Jeffers
       Telecopier No.: 312-372-3724

     Domestic Lending Office and Eurodollar
       Lending Office or Eurodollar Affiliate:

       Caisse Nationale de Credit Agricole
       55 East Monroe Street
       Suite 4700
       Chicago, Illinois  60603
       Attn:  William Jeffers
       Telecopier No.: 312-372-3724


     Pro Rata Share:        5.500%

     Revolving Credit
       Commitment:        $4,365,079.37

     Revolving Credit
        Pro Rata Share:        5.820%

     Term Loan Commitment:  $3,884,920.63

     Term Loan Pro Rata
       Share:             5.180%






<PAGE>
LENDER:     UNION BANK OF CALIFORNIA, N.A.



     By:  Cary Moore
          Vice President

     Notice Address:

       Union Bank of California, N.A.
       445 South Figueroa Street
       16th Floor
       Los Angeles, California  90071
       Attn: Cedric M. Henley
       Telecopier No.: 213-236-7814

     Domestic Lending Office and Eurodollar
       Lending Office or Eurodollar Affiliate:

       Union Bank of California, N.A.
       445 South Figueroa Street
       16th Floor
       Los Angeles, California  90071
       


     Pro Rata Share:        5.500%

     Revolving Credit 
       Commitment:        $4,365,079.37

     Revolving Credit
       Pro Rata Share:        5.820%

     Term Loan Commitment:  $3,884,920.63

     Term Loan Pro Rata
       Share:             5.180%


     

<PAGE>
LENDER:     VAN KAMPEN AMERICAN CAPITAL PRIME RATE INCOME TRUST



     By:  Jeffrey W. Maillet
          Senior Vice President & Director

     Notice Address:

       Van Kampen American Capital
       One Parkview Plaza
       Oakbrook Terrace, Illinois  60181
       Attn:  Jeffrey W. Maillet
       Telecopier No.: 630-684-6740

     with a copy to:

       State Street Bank and Trust
       Corporate Trust Department
       P.O. Box 778
       Boston, Massachusetts  02102
       Attn:  Laura Magazu
       Telecopier No.: 617-664-5366
       
     Domestic Lending Office and Eurodollar
       Lending Office or Eurodollar Affiliate:

       Van Kampen American Capital
       One Parkview Plaza
       Oakbrook Terrace, Illinois  60181



     Pro Rata Share:        5.500%

     Revolving Credit
       Commitment:        $4,365,079.37

     Revolving Credit
         Pro Rata Share:        5.820%

     Term Loan Commitment:  $3,884,920.63

     Term Loan Pro Rata     
       Share:             5.180%
<PAGE>
LENDER:     PILGRIM AMERICA PRIME RATE TRUST



     By:  Michael J. Bacevich
          Vice President


     Notice Adddress:

       Pilgrim America Prime Rate Trust
       Two Renaissance Square
       40 North Central Avenue
       Suite 1200
       Phoenix, Arizona  85004-3444
       Attn: Bill Nutting
       Telecopier No.: 602-417-8321

     with a copy to:

       State Street Bank and Trust Company
       Alternative Structures Unit
       Two International Place
       Boston, Massachusetts 02110
       Attn: Debbie Jessee
       Telecopier No.: 617-664-5366

     Domestic Lending Office and Eurodollar
        Lending Office or Eurodollar Affiliate:

       Pilgrim America Prime Rate Trust
       Two Renaissance Square
       40 North Central Avenue
       Suite 1200
       Phoenix, Arizona 85004-3444



     Pro Rata Share:        5.500%

     Revolving Credit 
       Commitment:        $4,365,079.37

     Revolving Credit
       Pro Rata Share:        5.820%

     Term Loan Commitment:  $3,884,920.63

     Term Loan Pro Rata
       Share:             5.180%

<PAGE>
LENDER:     MCDONNELL DOUGLAS FINANCE CORPORATION



     By:  James C. Hammersmith
          Director of Operations
      
     Notice Address:

       McDonnell Douglas Finance Corporation
       4060 Lakewood Boulevard
       Bldg. 801, 6th Floor
       Long Beach, California  90808
       Attn: April Wakeman, Esquire
       Telecopier No.: 562-627-3002

     Domestic Lending Office and Eurodollar 
       Lending Office or Eurodollar Affiliate:

       McDonnell Douglas Finance Corporation
       4060 Lakewood Boulevard
       Bldg. 801, 6th Floor
       Long Beach, California  90808
       Attn: April Wakeman, Esquire
       Telecopier No.: 562-627-3002


     Pro Rata Share:        5.500%

     Revolving Credit
       Commitment:        $0

     Revolving Credit
       Pro Rata Share:        0%

     Term Loan Commitment:  $8,250,000.00

     Term Loan Pro Rata
       Share:             11.00%


<PAGE>
LENDER:     CIBC INC.     



     By:  William Swenson
          CIBC Wood Gundy Securities Corp., As Agent
       

     Notice Address:


       CIBC INC.
       425 Lexington Avenue
       7th Floor
       New York, New York  10025
       Attn:  William Swenson
       Telecopier No.: 212-856-3799

     Domestic Lending Office and Eurodollar
       Lending Office or Eurodollar Affiliate:

       CIBC INC.
       2 Paces West
       Suite 1200
       2727 Paces Ferry Road
       Atlanta, Georgia  30339
       Attn: Layne Fudge
       Telecopier No.: 770-319-4955



     Pro Rata Share:        5.500%

     Revolving Credit 
       Commitment:        $4,365,079.37

     Revolving Credit
       Pro Rata Share:        5.820%

     Term Loan Commitment:  $3,884,920.63

     Term Loan Pro Rata
       Share:             5.180%



<PAGE>
LENDER:     CRESCENT/MACH I PARTNERS, L.P.
     By TCW Asset Management Company
        Its Investment Manager



     By:  Justin L. Driscoll
          Senior Vice President

     Notice Address:

       TCW Asset Management Company
       200 Park Avenue
       Suite 2200
       New York, New York  10166-0228
       Attn: Mark L. Gold
       Telecopier No.:  212-297-4159

     with a copy to:

       Crescent/Mach I Partners, L.P.
       c/o State Street Bank & Trust Co.
       Two International Place
       Boston, Massachusetts  02110
       Attn: Jackie Kilroy
       Telecopier No.: 617-664-5367

     Domestic Lending Office and Eurodollar
       Lending Office or Eurodollar Affiliate:

       Crescent/Mach I Partners, L.P.
       c/o TCW Asset Management Company
       200 Park Avenue, Suite 2200
       New York, New York  10166-0228
       Attn:  Mark L. Gold
       Telecopier No.:  212-297-4159


     Pro Rata Share:        1.000%

     Revolving Credit
       Commitment:        $0

     Revolving Credit 
       Pro Rata Share:        0%

     Term Loan Commitment:  $1,500,000.00

     Term Loan Pro Rata        
       Share:             2.000%


<PAGE>
LENDER:     KZH-CRESCENT CORPORATION



     By:  Robert Goodwin
          Authorized Agent

     Notice Address:

       KZH-Crescent Corporation
       c/o The Chase Manhattan Bank
       450 West 33rd Street
       15th Floor
       New York, New York  10001
       Attn:  Virginia Conway
       Telecopier No.: 212-946-7776
     
      with a copy to:

       Orrick, Herrington & Sutcliffe LLP
       666 Fifth Avenue
       New York, New York 10103-0001
       Attn:  Patricia Seddon
       Telecopier No.: 212-506-5151

     Domestic Lending Office and Eurodollar
       Lending Office or Eurodollar Affiliate:

       KZH-Crescent Corporation
       c/o The Chase Manhattan Bank
       450 West 33rd Street
       15th Floor
       New York, New York  10001
       Attn:  Virginia Conway
       Telecopier No.: 212-946-7776


     Pro Rata Share:        4.500%

     Revolving Credit 
       Commitment:        $4,365,079.37

     Revolving Credit
             Pro Rata Share:        5.820%

     Term Loan Commitment:  $2,384,920.63

     Term Loan Pro Rata 
       Share:             3.180%
<PAGE>
LENDER:     MERRILL LYNCH CAPITAL CORPORATION



     By:  Christopher K. Stout
          Vice President

     Notice Address:

       Merrill Lynch Capital Corporation
       World Financial Center
       North Tower, 7th Floor
       225 Liberty Street
       New York, New York  10080-6114
       Attn:  Christopher K. Stout
       Telecopier No.: 212-449-8230

     Domestic Lending Office and Eurodollar
       Lending Office or Eurodollar Affiliate:

       Merrill Lynch Capital Corporation
       World Financial Center
       North Tower, 7th Floor
       225 Liberty Street
       New York, New York  10080-6114
       Attn:  Christopher K. Stout
       Telecopier No.: 212-449-8230

     Pro Rata Share:        5.500%

     Revolving Credit
       Commitment:        $4,365,079.37

     Revolving Credit
       Pro Rata Share:        5.820%
     
     Term Loan Commitment:  $3,884,920.63

     Term Loan Pro Rata
       Share:             5.180%
<PAGE>
LENDER:     CANADIAN IMPERIAL BANK OF COMMERCE



     By:  William Swenson
          CIBC Wood Gundy Securities Corp., As Agent


     Notice Address:

       Canadian Imperial Bank of Commerce
       425 Lexington Avenue
       7th Floor
       New York, New York  10025
       Attn: William Swenson
       Telecopier No.:  212-856-3799

     Domestic Lending Office and Eurodollar
       Lending Office or Eurodollar Affiliate:

       Canadian Imperial Bank of Commerce
       2 Paces West
       Suite 1200
       2727 Paces Ferry Road
       Atlanta, Georgia  30339
       Attn: Layne Fudge
       Telecopier No.: 770-319-4955



     Pro Rata Share:        5.500%

     Revolving Credit 
       Commitment:        $4,365,079.37

     Revolving Credit
       Pro Rata Share:        5.820%

     Term Loan Commitment:  $3,884,920.63

     Term Loan Pro Rata
       Share:             5.180%



<PAGE>
                      EXHIBITS


Exhibit A  --   Form of Assignment and Acceptance

Exhibit B  --   Form of Borrowing Base Certificate

Exhibit C  --   Form of Collection Account Agreement

Exhibit D  --   Forms of Notes

Exhibit E  --   Form of Notice of Borrowing

Exhibit F  --   Form of Notice of Conversion/Continuation

Exhibit G  --   Pro Forma Balance Sheet

Exhibit H  --   Projections

Exhibit I  --   List of Closing Documents

Exhibit J  --   Forms of Financial Reports

Exhibit K  --   Form of Officer's Certificate to Accompany Reports

<PAGE>
                       SCHEDULES

Schedule 1.01.1  --     Appraisals of Equipment and Real Property

Schedule 1.01.2  --       Eligible Inventory Locations

Schedule 1.01.3  --     Fiscal Month End Dates

Schedule 1.01.4  --       Subsidiary Guarantors as of the Effective
Date

Schedule 1.01.5  --     Operating Units

Schedule 1.01.6  --     Permitted Dispositions

Schedule 1.01.7 --       Permitted Equity Securities Options

Schedule 1.01.8 --       Permitted Existing Accommodation
     Obligations

Schedule 1.01.9 --       Permitted Existing Indebtedness

Schedule 1.01.10 --       Permitted Existing Investments

Schedule 1.01.11 --       Permitted Existing Liens

Schedule 3.02    --       Existing Letters of Credit

Schedule 7.01-A   --       Organizational Documents

Schedule 7.01-C   --       Organizational Structure

Schedule 7.01-K   --       Pending Actions

Schedule 7.01-R   --       Environmental Matters

Schedule 7.01-U   --       Labor Contracts

Schedule 7.01-X   --       Patent, Trademark & Permit Claims
Pending

Schedule 7.01-Z   --       Insurance Policies

Schedule 8.04     --     Form of Schedule of Intercompany Transfers

Schedule 10.15    --       Collection Accounts

Schedule 12.01-P  --     Permitted Payments/Redemptions of TFC
Indebtedness and Permitted Dispositions of TFC Assets