AMENDED AND RESTATED

CREDIT AGREEMENT

dated as of

August 23, 1996

among

MacDERMID, INCORPORATED

MacDERMID IMAGING TECHNOLOGY, INC.

the Banks signatory hereto

and

THE CHASE MANHATTAN BANK

as Swingline Lender and Agent


Table of Contents



ARTICLE 1.  DEFINITIONS; ACCOUNTING TERMS
Section 1.1.  Definitions  1
Section 1.2.  Accounting Terms 13
Section 1.3.  Construction 14

ARTICLE 2.  THE CREDIT
Section 2.1.  The Revolving Loans 14
Section 2.2.  The Swingline Loans 15
Section 2.3.  The Term Loans 15
Section 2.4.  The Acquisition Loans 15
Section 2.5.  The Notes 16
Section 2.6.  Letters of Credit 17
Section 2.7.  Purpose 20
Section 2.8.  Borrowing Procedures 21
Section 2.9.  Payments, Prepayments and Conversions 21
Section 2.10.  Interest Periods; Renewals 22
Section 2.11.  Changes of Commitments and Acquisition Commitments 
23
Section 2.12.  Certain Notices 23
Section 2.13.  Minimum Amounts 23
Section 2.14.  Interest 24
Section 2.15.  Fees 24
Section 2.16.  Payments Generally 25

ARTICLE 3.  YIELD PROTECTION; ILLEGALITY; ETC.
Section 3.1.  Additional Costs 26
Section 3.2.  Limitation of Types of Loans 27
Section 3.3.  Illegality 27
Section 3.4.  Certain Conversions pursuant to Sections 3.1 and 3.3
Section 3.5.  Certain Compensation 29
Section 3.6.  Indemnification for Taxes 29
Section 3.7.  Partial Defeasance 31

ARTICLE 4.  CONDITIONS PRECEDENT
Section 4.1.  Initial Conditions Precedent to the Revolving 
Loans, the Term Loans and the Letters of Credit 31
Section 4.2.  Subsequent Revolving Loans, Acquisition Loans or 
Letters of Credit 32
Section 4.3.  Deemed Representations 33
Section 4.4.  First Borrowing by Each Eligible Subsidiary 33
Section 4.5.  Representations of Eligible Subsidiaries 34
Section 4.6. Conditions Precedent to Acquisition Loan Borrowings. 
34

ARTICLE 5.  REPRESENTATIONS AND WARRANTIES
Section 5.1.  Incorporation, Good Standing and Due Qualification 
35
Section 5.2.  Corporate Power and Authority; No Conflicts 36
Section 5.3.  Legally Enforceable Agreements 36
Section 5.4.  Litigation 36
Section 5.5.  Financial Statements; SEC Filings 36
Section 5.6.  Taxes 37
Section 5.7.  ERISA 37
Section 5.8.  Subsidiaries and Ownership of Stock 37
Section 5.9.  Credit Arrangements 37
Section 5.10.  No Default on Outstanding Judgments or Orders 37
Section 5.11.  Governmental Regulation 38
Section 5.12.  Environmental Matters 38
Section 5.13.  Margin Stock 38
Section 5.14.  Full Disclosure 38

ARTICLE 6.  AFFIRMATIVE COVENANTS
Section 6.1.  Reporting Requirements 39
Section 6.2.  Payment of Obligations 41
Section 6.3.  Maintenance of Property; Insurance 41
Section 6.4.  Conduct of Business and Maintenance of Existence 42
Section 6.5.  Compliance with Laws 42
Section 6.6.  Inspection of Property, Books and Records 42
Section 6.7.  Maintenance of Ownership of Subsidiaries 43

ARTICLE 7.  NEGATIVE COVENANTS
Section 7.1.  Debt 43
Section 7.2.  Restricted Payments 44
Section 7.3.  Investments 44
Section 7.4.  Negative Pledge 45
Section 7.5.  Consolidations, Mergers and Sales of Assets 45
Section 7.6.  Transactions with Affiliates 46

ARTICLE 8.  FINANCIAL COVENANTS
Section 8.1.  EBIT to Interest Expense Ratio 46
Section 8.2.  Minimum Consolidated Net Worth 46
Section 8.3.  Maximum Total Debt to Net Worth Ratio 47
Section 8.4.  Consolidated Total Debt to Consolidated EBITDA 47

ARTICLE 9.  EVENTS OF DEFAULT
Section 9.1.  Events of Default 47
Section 9.2.  Remedies 49
ARTICLE 10.  THE AGENT; RELATIONS AMONG BANKS AND BORROWER
Section 10.1.  Appointment, Powers and Immunities of Agent 49
Section 10.2.  Reliance by Agent 50
Section 10.3.  Defaults 50
Section 10.4.  Rights of Agent as a Bank 51
Section 10.5.  Indemnification of Agent 51
Section 10.6.  Documents 51
Section 10.7.  Non-Reliance on Agent and Other Banks 51
Section 10.8.  Failure of Agent to Act 52
Section 10.9.  Resignation of Agent 52
Section 10.10.  Amendments Concerning Agency Function 53
Section 10.11.  Liability of Agent 53
Section 10.12.  Transfer of Agency Function 53
Section 10.13.  Non-Receipt of Funds by the Agent 53
Section 10.14.  Withholding Taxes 53
Section 10.15.  Several Obligations and Rights of Banks 54
Section 10.16.  Pro Rata Treatment of Loans, Etc 54
Section 10.17.  Sharing of Payments Among Banks 54

ARTICLE 11.  GUARANTY
Section 11.1.  The Guaranty 55
Section 11.2.  Guaranty Unconditional 55
Section 11.3.  Discharge Only Upon Payment in Full; Reinstatement 
in Certain Circumstances 56
Section 11.4.  Waiver by the Company 56
Section 11.5.  Subrogation 56
Section 11.6.  Stay of Acceleration 56

ARTICLE 12.  MISCELLANEOUS
Section 12.1.  Amendments and Waivers 57
Section 12.2.  Usury 57
Section 12.3.  Expenses; Indemnification 57
Section 12.4.  Survival 58
Section 12.5.  Assignments; Participations 58
Section 12.6.  Notices 59
Section 12.7.  Setoff 59
Section 12.8.  Jurisdiction; Immunities 59
Section 12.9.  Judgment Currency 60
Section 12.10.  Confidentiality 61
Section 12.11.  Table of Contents; Headings 61
Section 12.12.  Severability 61
Section 12.13.  Counterparts 61
Section 12.14.  Integration 61
Section 12.15.  Governing Law 61
Section 12.16.  Superseding Effects 61


EXHIBITS

     Exhibit A-1     Form of Revolving Promissory Note
     Exhibit A-2     Form of Term Promissory Note
     Exhibit A-3     Form of Swingline Promissory Note
     Exhibit A-4     Form of Acquisition Promissory Note
     Exhibit B Form of Authorization Letter
     Exhibit C Form of Election to Participate
     Exhibit D Form of Election to Terminate
     Exhibit E Form of Opinion of Counsel for the Borrower
               and MacDermid Imaging
     Exhibit F Form of Opinion of Counsel for Each Eligible 
Subsidiary
     Exhibit G Revolving Loan Commitments
     Exhibit H Term Loan Amounts
     Exhibit I Acquisition Commitments
     Exhibit J Forms of Letter of Credit Documents
     Exhibit K Interest Margins and Commitment Fees


SCHEDULES

     Schedule I     Subsidiaries of the Borrower
     Schedule II    Credit Arrangements
     Schedule III   Litigation
     Schedule IV    Investments
     Schedule V     Environmental Disclosure
     Schedule VI    Letters of Credit Outstanding



     AMENDED AND RESTATED CREDIT AGREEMENT dated as of August 23, 
1996 among MacDERMID, INCORPORATED, a corporation organized under 
the laws of the State of Connecticut (the "Company"), MacDERMID 
IMAGING TECHNOLOGY, INC., a corporation organized under the laws 
of the State of Delaware ("MacDermid Imaging"), each of the banks 
which is now, or hereafter becomes, a signatory hereto 
(individually a "Bank" and collectively the "Banks") and THE 
CHASE MANHATTAN BANK, a New York State chartered bank, as 
Swingline Lender (in such capacity, together with its successors 
in such capacity, the "Swingline Lender") and THE CHASE MANHATTAN 
BANK, as agent for the Banks (in such capacity, together with its 
successors in such capacity, the "Agent").

     WHEREAS, the Company, MacDermid Imaging, the Banks, the 
Swingline Lender and the Agent are parties to the Existing Credit 
Facility, pursuant to which the Banks and the Swingline Lender 
extended a credit facility in the aggregate principal amount of 
$150,000,000;

     WHEREAS, the Company and MacDermid Imaging desire that the 
Banks and the Swingline Lender increase the aggregate amount 
outstanding or available under such credit facility by an 
aggregate principal amount of $100,000,000 as provided herein, 
and the Banks and the Swingline Lender are prepared to extend 
such credit.  

     WHEREAS, in order to effect such increase in the Existing 
Credit Facility and to make modifications thereto, the parties 
desire to amend and restate the Existing Credit Facility. 
Accordingly, the Company, the Banks, the Swingline Lender and the 
Agent agree as follows:


ARTICLE 1.  DEFINITIONS; ACCOUNTING TERMS

     Section 1.1.  Definitions.  As used in this Agreement the  
following terms have the following meanings:

     "Acquisition" means any acquisition by the Company of all or 
substantially all of the stock or assets of a business which is 
in a business which is the same as or related to the business of 
the Company.

     "Acquisition Closing Date" means the date on which any 
Acquisition is consummated, which date shall be on or prior to 
August 23, 1999.

     "Acquisition Commitment" means, with respect to each Bank, 
the obligation of such Bank to make Acquisition Loans under this 
Agreement in the aggregate principal amount set forth on Exhibit 
I, as such amount may be reduced or otherwise modified from time 
to time pursuant to the terms hereof.

     "Acquisition Facility Termination Date" means August 23, 
1999; provided that if such date is not a Banking Day, the 
Acquisition Facility Termination Date shall be the next 
succeeding Banking Day.

     "Acquisition Loans" means Loans made by the Banks pursuant 
to Section 2.4 hereof.
     "Acquisition Loans Maturity Date" means August 23, 2003, 
provided that if such date is not a Banking Day, the Acquisition 
Loans Maturity Date shall be the next succeeding Banking Day.

     "Additional Costs" shall have the meaning set forth in 
Section 3.1(a).

     "Affiliate" means (i) any Person that directly, or 
indirectly through one or more intermediaries, controls the 
Borrower (a "Controlling Person") or (ii) any Person (other than 
the Borrower or a Subsidiary) which is controlled by or is under 
common control with a Controlling Person.  As used herein, the 
term "control" means possession, directly or indirectly, of the 
power to direct or cause the direction of the management or 
policies of a Person, whether through the ownership of voting 
securities, by contract or otherwise.

     "Agent" means The Chase Manhattan Bank.

     "Agreement" means this Amended and Restated Credit 
Agreement, as amended or supplemented from time to time.  
References to Articles, Sections, Exhibits, Schedules and the 
like refer to the Articles, Sections, Exhibits, Schedules and the 
like of this Agreement unless otherwise indicated.

     "Alternative Currency" means Sterling, Deutschemarks, Lira, 
Guilders or Francs or such other currency that the Banks may in 
their sole discretion make available to one or more Borrowers 
from time to time.

     "Alternative Currency Equivalent" means with respect to an 
amount of Dollars on any date in relation to any specific 
Alternative Currency, the amount of such Alternative Currency 
that may be purchased with such amount of Dollars at the Spot 
Exchange Rate with respect to Dollars on such date.

     "Alternative Currency Loan" means any Revolving Loan 
denominated in an Alternative Currency.

     "Authorization Letter" means the letter agreement executed 
by the Borrower in the form of Exhibit B.

     "Banking Day" means any day on which commercial banks are 
not authorized or required to close in New York City and whenever 
such day relates to a Eurocurrency Loan or notice with respect to 
any Eurocurrency Loan, a day on which dealings in Dollar deposits 
are also carried out in the London interbank market.

     "Benefit Arrangement" means at any time an employee benefit 
plan within the meaning of Section 3(3) of ERISA which is not a 
Plan or Multiemployer Plan and which is maintained or otherwise 
contributed to by any member of the ERISA Group.

     "Borrower" means the Company, MacDermid Imaging or any 
Eligible Subsidiary, as the context may require, and their 
respective successors and assigns and "Borrowers" means all of 
the foregoing.

     "Borrowing" means a Loan or group of Loans of a single type 
as to which a single Interest Period is in effect.

     "Borrowing Request" means a request by a Borrower in 
accordance with Section 2.8.

     "Capital Expenditures" means for any period, the Dollar 
amount of gross expenditures (including obligations under Capital 
Leases) made for fixed assets, real property, plant and 
equipment, and all renewals, improvements and replacements 
thereto (but not repairs thereof) incurred during such period.

     "Capital Lease" means any lease which has been or should be 
capitalized on the books of the lessee in accordance with 
generally accepted accounting principles.

     "Closing Date" means the date this Agreement has been 
executed by the Company, the Banks and the Agent.

     "Code" means the Internal Revenue Code of 1986, as amended 
from time to time.

     "Commitment" means with respect to each Bank, the obligation 
of such Bank to make Revolving Loans under this Agreement in the 
aggregate principal amount set forth on Exhibit G, as such amount 
may be reduced or otherwise modified from time to time pursuant 
to the terms hereof.

     "Common Stock" means common stock, no par value, of the 
Company.  

     "Company" means MacDermid, Incorporated, a Connecticut 
corporation, and its successors and assigns.

     "Consolidated Capital Expenditures" means Capital 
Expenditures of the Company and its Consolidated Subsidiaries on 
a consolidated basis.

     "Consolidated EBIT" means, for any period the sum of (a) 
Consolidated Net Income of the Company and its Consolidated 
Subsidiaries for such period, plus (b) to the extent deducted in 
determining Consolidated Net Income, the sum of (i) Consolidated 
Interest Expense and (ii) consolidated taxes of the Company and 
its Consolidated Subsidiaries for such period.

     "Consolidated EBITDA" means, for any period, the sum of (a) 
Consolidated Net Income of the Company and its Consolidated 
Subsidiaries for such period, plus (b) to the extent deducted in 
determining such Consolidated Net Income, the sum of (i) 
Consolidated Interest Expense, (ii) consolidated depreciation and 
amortization expense and (iii) consolidated taxes of the Company 
and its Consolidated Subsidiaries for such period.

     "Consolidated Interest Expense" means, for any period, the 
interest expense of the Company and its Consolidated Subsidiaries 
determined on a consolidated basis for such period.

     "Consolidated Net Income" means, for any period, the net 
income of the Company and its Consolidated Subsidiaries for such 
period as adjusted to exclude the following:

(a)  the effect of each change in accounting principles;

(b)  any gain, together with any related provisions for taxes on 
such gain, realized upon the sale or other disposition of any 
asset of the Company or any Consolidated Subsidiary (including 
pursuant to any sale/leaseback transaction) which is not sold or 
otherwise disposed of in the ordinary course of business;

(c)  any gain or loss, together with any related provision for 
taxes on such gain, realized in connection with the 
extinguishment of any Debt of the Company or any of its 
Consolidated Subsidiaries;

(d)  all extraordinary gains and losses determined in accordance 
with generally accepted accounting principles;

(e)  all foreign currency translation gains and losses;

(f)  the net income or loss of any Person that is not a 
Consolidated Subsidiary of the Company or that the Company 
accounts for by the equity method of accounting, whether or not 
distributed to the Company; and

(g)  the net income or loss of any Person acquired in a pooling 
of interests transaction for any period prior to the date of such 
acquisition.

     "Consolidated Net Worth" means at any date the consolidated 
stockholders' equity of the Company and its Consolidated 
Subsidiaries, including the Preferred Stock, as of such date.

     "Consolidated Subsidiary" means any Subsidiary whose 
accounts are, or are required to be, consolidated with the 
accounts of the Company.

     "Consolidated Total Debt" means at any date the total Debt 
of the Company and its Consolidated Subsidiaries on a 
consolidated basis.

     "Debt" means, with respect to any Person at any date, 
without duplication:  (a) all obligations of such Person for 
borrowed money, (b) all obligations of such Person evidenced by 
bonds, debentures, notes or other similar instruments, (c) all 
obligations of such Person to pay the deferred purchase price of 
property or services, except trade accounts payable arising in 
the ordinary course of business, (d) all obligations of such 
Person as lessee which are capitalized in accordance with 
generally accepted accounting principles, (e) all obligations of 
such Person to reimburse or prepay any bank or other Person in 
respect of amounts paid under a letter of credit, banker's 
acceptance or similar instrument, whether drawn or undrawn 
(provided, however, if the Company provides standby letters of 
credit or bank guarantees in support of obligations of a 
Subsidiary, only the underlying obligation and not the contingent 
liability created by the letter of credit or bank guaranty shall 
be treated as Debt of the Company and such Subsidiary), (f) all 
Debt of other Persons secured by a Lien on any asset of such 
Person, whether or not such Debt is assumed by such Person, and 
(g) all Debt of other Persons Guaranteed by such Person.

     "Default" means any event which constitutes an Event of 
Default or which with the giving of notice or lapse of time, or 
both, would become an Event of Default.

     "Default Rate" means, with respect to an amount of any Loan 
not paid when due, a rate per annum equal to:  (a) if such Loan 
is a Variable Rate Loan, a variable rate 2% above the rate of 
interest thereon; (b) if such Loan is a Eurocurrency Loan, a 
fixed rate 2% above the rate of interest in effect thereon 
(including any Interest Margin).

     "Denomination Date" means (a) in relation to any Borrowing 
in an Alternative Currency, the date that is three Banking Days 
prior to the date such Borrowing is made and in the case of a 
renewal of, or conversion to, such a Loan, the date that is three 
Banking Days prior to the date of such renewal or conversion, and 
(b) in relation to any Letter of Credit payable in an Alternative 
Currency the date such Letter of Credit is issued or, in the case 
of Letters of Credit to fund insurance payments, renewed, as 
applicable.

     "Deutschemarks" and the sign "DM" means lawful money of 
Germany.

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

     "Dollar Equivalent" means, with respect to an amount of any 
Alternative Currency on any date, the amount of Dollars that may 
be purchased with such amount of such Alternative Currency at the 
Spot Exchange Rate with respect to such Alternative Currency on 
such date.

     "Election to Participate" means an Election to Participate 
substantially in the form of Exhibit C.

     "Election to Terminate" means an Election to Terminate 
substantially in the form of Exhibit D. 

     "Eligible Subsidiary" means any Wholly-Owned Consolidated 
Subsidiary of the Company as to which an Election to Participate 
shall have been delivered to the Agent and as to which an 
Election to Terminate shall not have been delivered to the Agent.  
Each such Election to Participate and Election to Terminate shall 
be duly executed on behalf of such Wholly-Owned Consolidated 
Subsidiary and the Company in such number of copies as the Agent 
may request. The delivery of an Election to Terminate shall not 
affect any obligation of an Eligible Subsidiary theretofore 
incurred.  The Agent shall promptly give notice to the Banks of 
the receipt of any Election to Participate or Election to 
Terminate.

     "Environmental Laws" means any and all federal, state, local 
and foreign statutes, laws, judicial decisions, regulations, 
ordinances, rules, judgments, orders, decrees, injunctions, 
permits, conversions, grants, franchises, licenses, agreements 
and other governmental restrictions relating to the environment, 
to the effect of the environment on human health or to emissions, 
discharges or releases of pollutants, contaminants, Hazardous 
Substances or wastes into the environment, including ambient air, 
surface water, ground water or land, or otherwise relating to the 
manufacture, processing, distribution, use, treatment, storage, 
disposal, transport or handling of pollutants, contaminants, 
Hazardous Substances or wastes or the clean up or other 
remediation thereof.

     "ERISA" means the Employee Retirement Income Security Act of 
1974, as amended from time to time, or any successor statute 
including any rules and regulations promulgated thereunder.

     "ERISA Group" means the Company, any Subsidiary and all 
members of a controlled group of corporations and all trades or 
businesses (whether or not incorporated) under common control 
which, together with the Borrower or any Subsidiary, are treated 
as a single employer under Section 414(c) of the Code.

     "Eurocurrency Loan" means any Loan when and to the extent 
the interest rate therefor is determined on the basis of the 
definition "Fixed Base Rate."

     "Event of Default" has the meaning given such term in 
Section 9.1.

     "Existing Credit Facility" means that certain Credit 
Agreement, dated as of December 5, 1995, among the Company, 
MacDermid Imaging, the banks signatory thereto, and The Chase 
Manhattan Bank, as agent, which agreement amended and restated 
that certain Credit Agreement, dated as of October 6, 1994, 
between the Company, the banks signatory thereto, and The Chase 
Manhattan Bank, as agent, as amended.

     "Facility Documents" means this Agreement, the Notes, the 
Guaranty and any documents relating to Letters of Credit.

     "Federal Funds Rate" means, for any day, the rate per annum 
equal to the weighted average of the rates on overnight federal 
funds transactions as published by the Federal Reserve Bank of 
New York for such day (or for any day that is not a Banking Day, 
for the immediately preceding Banking Day).

     "Fixed Base Rate" means with respect to any Interest Period 
for a Eurocurrency Loan, the rate per annum (rounded upwards if 
necessary to the nearest 1/16 of 1%), quoted at approximately 
11:00 a.m. London time by the principal London branch of the 
Agent two (2) Banking Days prior to the first day of such 
Interest Period for the offering to leading banks in the London 
interbank market of Dollar deposits or deposits in an Alternative 
Currency, as the case may be, in immediately available funds, for 
a period, and in an amount, comparable to the Interest Period and 
principal amount of the Eurocurrency Loan which shall be made by 
the Banks and outstanding during such Interest Period.

     "Fixed Rate" means, for any Eurocurrency Loan for any 
Interest Period therefor, a rate per annum (rounded upwards, if 
necessary, to the nearest 1/100 of 1%) determined by the Agent to 
be equal to the quotient of (a) the Fixed Base Rate for such Loan 
for such Interest Period, divided by (b) one minus the Reserve 
Requirement for such Loan for such Interest Period.

     "Francs" and the sign "FF" means lawful money of France.

     "Funding Date" means the date of the earlier to occur of (a) 
the initial Borrowing Request and (b) the initial issuance of a 
Letter of Credit.

     "Guarantee" means any obligation, contingent or otherwise, 
of any Person directly or indirectly guaranteeing any Debt or 
other obligation of any other Person and, without limiting the 
generality of the foregoing, any obligation, direct or indirect, 
contingent or otherwise, of such Person (a) to purchase or pay 
(or advance or supply funds for the purchase or payment of) such 
Debt or other obligation (whether arising by virtue of 
partnership arrangements, by agreement to keep-well, to purchase 
assets, goods, securities or services, to take-or-pay, or to 
maintain financial statement conditions or otherwise) or (b) 
entered into for the purpose of assuring in any other manner the 
obligee of such Debt or other obligation of the payment thereof 
or to protect such obligee against loss in respect thereof (in 
whole or in part); provided that the term Guarantee shall not 
include endorsements for collection or deposit in the ordinary 
course of business.  The term "Guarantee" used as a verb has a 
corresponding meaning.

     "Guarantors" means MacDermid Overseas Asia Limited, 
MacDermid Europe, Inc., MacDermid Equipment, Inc., MacDermid 
Imaging Technology, Inc., MacDermid Imaging Technology Europe, 
B.V. and any other Subsidiary which becomes an Eligible 
Subsidiary hereunder.

     "Guaranty" means the Joint and Several Guaranty of the 
Guarantors in favor of the Agent for the benefit of the Banks.

     "Guilders" means the lawful money of the Netherlands.

     "Hazardous Substances" means any toxic, radioactive, caustic 
or otherwise hazardous substance, including petroleum, its 
derivatives, by-products and other hydro-carbons, or any 
substance having any constituent elements displaying any of the 
foregoing characteristics and any other element, compound, 
mixture, solution or substance poses a present or potential 
hazard to human health or the environment.

     "Intercompany Debt" means Debt representing loans from the 
Company to any Subsidiary which is not a Guarantor.

     "Interest Margin" means for Variable Rate Loans 0.0 basis 
points and for and Eurocurrency Loans the applicable number of 
basis points specified on Exhibit K based on the ratio of Debt of 
the Company and its Consolidated Subsidiaries on a consolidated 
basis to Consolidated EBITDA.  The above ratio will be tested at 
the end of each calendar quarter for the twelve-month period then 
ended and will be in effect with respect to any Borrowing, 
conversion or renewal made subsequent to the receipt by the Agent 
of the certificate described in Section 6.1(c) hereof and prior
to the Agent's receipt of the next such certificate, provided 
that the Interest Margin for all Eurocurrency Loans shall be 100 
basis points with respect to any Borrowing, conversion or renewal 
made after the date on which such a certificate is to be 
delivered and prior to the date such certificate is actually 
delivered.

     "Interest Period" means, with respect to any Eurocurrency 
Loan, the period commencing on the date such Loan is made, 
converted from another type of Loan or renewed, as the case may 
be, and ending, as the applicable Borrower may select pursuant to 
Section 2.10, on the numerically corresponding day in the first, 
second, third, or sixth calendar month thereafter, provided that 
each such Interest Period which commences on the last Banking Day 
of a calendar month (or on any day for which there is no 
numerically corresponding day in the appropriate subsequent 
calendar month) shall end on the last Banking Day of the 
appropriate calendar month.

     "Investment" means any investment in any Person, whether by 
means of share purchase, capital contribution, loan, time deposit 
or otherwise.

     "Lending Office" means, for each Bank and for each type of 
Loan, the lending office of such Bank (or of an affiliate of such 
Bank) designated as such for such type of Loan on its signature 
page hereof or such other office of such Bank (or of an affiliate 
of such Bank) as such Bank may from time to time specify to the 
Agent and the Company as the office by which its Loans of such 
type are to be made and maintained.

     "Letter(s) of Credit" means any standby Letter of Credit 
issued by the Agent for the account of a Borrower pursuant to 
Section 2.6 for the purpose of supporting performance, payment 
deposit, or surety obligations of such Borrower, in any case if 
required by law or governmental rule or regulation or if in 
accordance with the custom or practice in the industry of such 
Borrower.

     "Letters of Credit Usage" means with respect to the 
Borrowers, as at any date of determination, the sum of (i) the 
maximum aggregate amount which is or at any time thereafter may 
become available (including any amounts drawn but not yet 
honored) under all Letters of Credit then outstanding and (ii) 
the aggregate amount of all drawings under Letters of Credit 
honored by the Agent and not theretofore reimbursed by a 
Borrower.  Letters of Credit Usage of each Bank shall be 
determined as if the Banks had bought the participations referred 
to in Section 2.6(a) with respect to all then outstanding Letters 
of Credit.  In determining Letters of Credit Usage, any Letters 
of Credit denominated in an Alternative Currency, shall be 
converted to the Dollar Equivalent (as of the Denomination Date 
for such Letter of Credit).

     "Lien" means with respect to any asset, any mortgage, deed 
of trust, lien (statutory or otherwise), pledge, charge, security 
interest or encumbrance of any kind, or any other type of 
preferential arrangement that has the practical effect of 
creating a security interest, in respect of such asset.  For the 
purposes of this Agreement, the Company or any Subsidiary shall 
be deemed to own subject to a Lien any asset which the Company or 
such Subsidiary has acquired or holds subject to the interest of 
a vendor or lessor under any conditional sale agreement, Capital 
Lease or other title retention agreement relating to such asset.

     "Lira" means lawful money of Italy.

     "Loan" or "Loans" means the Revolving Loans, the Swingline 
Loans, the Term Loans and the Acquisition Loans made by a Bank 
pursuant to Section 2.1, Section 2.2, Section 2.3 or 
Section 2.4.

     "MacDermid Imaging" means MacDermid Imaging Technology, Inc. 
a Delaware corporation and a wholly-owned subsidiary of the 
Company, and its successors and assigns.

     "Material Debt" means Debt (other than the Notes) of the 
Company and/or one or more of its Subsidiaries, arising in one or 
more related or unrelated transactions, in an aggregate principal 
amount exceeding $1,000,000.

     "Material Plan" means at any time a Plan or Plans having an 
aggregate amount of Unfunded Liabilities in excess of $500,000.

     "Maturity Date" means December 4, 2002; provided that if 
such date is not a Banking Day, the Maturity Date shall be the 
next succeeding Banking Day.

     "Multiemployer Plan" means at any time an employee pension 
benefit plan within the meaning of Section 4001(a)(3) of ERISA to 
which any member of the ERISA Group is then making or accruing an 
obligation to make contributions or has within the preceding five 
(5) plan years made contributions, including for these purposes 
any Person which ceased to be a member of the ERISA Group during 
such five year-period.

     "Note" or "Notes" means a promissory note of a Borrower in 
the form of Exhibit A-1, Exhibit A-2, Exhibit A-3 or Exhibit A-4 
evidencing the Loans made by a Bank or Swingline Lender hereunder 
and all promissory notes delivered in substitution or exchange 
therefor, in each case as the same shall be modified and 
supplemented and in effect from time to time.

     "PBGC" means the Pension Benefit Guaranty Corporation and 
any entity succeeding to any or all of its functions under ERISA.

     "Permitted Liens" means:

(a)  in the case of real properties, easements, restrictions, 
exceptions, reservations or defects which, in the aggregate, do 
not interfere materially with the continued use of such 
properties for the purposes for which they are used and do not 
affect materially the value thereof;

(b)  liens, if contested in good faith by appropriate proceedings 
and appropriate reserves are maintained with respect thereto;

(c)  pledges or deposits to secure obligations under workmen's 
compensation laws or similar legislation or to secure performance 
in connection with bids, tenders and contracts (other than 
contracts for the payment of borrowed money) to which the Company 
or any of its Subsidiaries is a party;

(d)  deposits to secure public or statutory obligations of the 
Company or any of its Subsidiaries;

(e)  materialmen's, mechanics', carriers', workmen's or other 
like liens arising in the ordinary course of business, or 
deposits of cash or United States obligations to obtain the 
release of such liens;

(f)  deposits to secure surety or appeal bonds in proceedings to 
which the Company or any of its Subsidiaries is a party;

(g)  existing leases by the Company or its Subsidiaries of real 
and personal property;

(h)  liens for taxes not yet due and payable; 

(i)  liens on the assets acquired by the Company pursuant to the 
Purchase Agreement that are acceptable to the Agent as of the 
closing date for the Existing Credit Facility in the Agent's sole 
discretion; and 

(j)  liens on the assets acquired in the Acquisition to the 
extent such liens were in effect prior to the closing of the 
Acquisition and are otherwise acceptable to the Agent in the 
Agent's sole discretion.

     "Person" means an individual, partnership, limited liability 
partnership, corporation, limited liability company, business 
trust, joint stock company, trust, unincorporated association, 
joint venture, governmental authority or other entity of whatever 
nature.

     "Plan" means at any time an employee pension benefit plan 
(other than a Multiemployer Plan) which is covered by Title IV of 
ERISA or subject to the minimum funding standards set forth in 
Section 412 of the Code and either (a) is maintained, or 
contributed to, by any member of the ERISA Group for employees of 
any member of the ERISA Group or (b) has at any time within the 
preceding five (5) years been maintained, or contributed to, by 
any Person which was at such time a member of the ERISA Group for 
employees of any Person which was at such time a member of the 
ERISA Group.

     "Preferred Stock" means the preferred stock issued by 
MacDermid Imaging to Hercules, Inc. pursuant to the terms of the 
Purchase Agreement.

     "Preferred Stock Agreement" means that certain Series A 
Preferred Stock Agreement among MacDermid Imaging, the Company 
and Hercules, Inc. with respect to the Preferred Stock.

     "Prime Rate" means that rate of interest from time to time 
announced by the Agent at its principal office as its prime 
commercial lending rate.  Notwithstanding the foregoing, each 
Borrower acknowledges that the Agent may regularly make 
commercial loans at rates of interest less than the rate of 
interest referred to in the immediately preceding sentence.

     "Principal Office" means the principal office of the Agent, 
presently located at One Chase Manhattan Plaza, New York, New 
York  10081.

     "Prohibited Transaction" means any transaction set forth in 
Section 406 of ERISA or Section 4975 of the Code.

     "Purchase Agreement" means the Sale and Purchase Agreement, 
together with each Annex, Schedule and Exhibit thereto, among the 
Company, MacDermid Imaging and Hercules Incorporated.

     "Regulation D" means Regulation D of the Board of Governors 
of the Federal Reserve System as the same may be amended or 
supplemented from time to time.

     "Regulation U" means Regulation U of the Board of Governors 
of the Federal Reserve System as the same may be amended or 
supplemented from time to time.

     "Regulatory Change" means, with respect to any Bank, any 
change after the date of this Agreement in United States or 
foreign federal, state or municipal laws or regulations 
(including Regulation D) or the adoption or making after such 
date of any interpretations, directives or requests applying to a 
class of banks including such Bank of or under any United States 
or foreign federal, state or municipal laws or regulations 
(whether or not having the force of law) by any court or 
governmental or monetary authority charged with the 
interpretation or administration thereof.

     "Reportable Event" means any of the events set forth in 
Section 4043(b) of ERISA as to which events the PBGC by 
regulation has not waived the requirement of Section 4043(a) of 
ERISA that the PBGC be notified within thirty (30) days of the 
occurrence of such event, provided that a failure to meet the 
minimum funding standard of Section 412 of the Code or Section 
302 of ERISA shall be a Reportable Event regardless of any 
waivers given under Section 412(d) of the Code.

     "Required Banks" means, at any time while no Revolving Loans 
or Acquisition Loans are outstanding, Banks having at least 51% 
of the aggregate amount of the Commitments, Acquisition 
Commitments and Term Loans outstanding and, at any time while 
Revolving Loans or Acquisition Loans are outstanding, Banks 
holding at least 51% of the aggregate principal amount of the 
Loans (plus any unused portion of any Commitment or Acquisition 
Commitment).

     "Reserve Requirement" means, for any Eurocurrency Loan for 
any Interest Period therefor, the average maximum rate at which 
reserves (including any marginal, supplemental or emergency 
reserves) are required to be maintained during such Interest 
Period under Regulation D by member banks of the Federal Reserve 
System in New York City with deposits exceeding $1,000,000,000 
against "Eurocurrency liabilities" (as such term is used in 
Regulation D). Without limiting the effect of the foregoing, the 
Reserve Requirement shall reflect any other reserves required to 
be maintained by such member banks by reason of any Regulatory 
Change against any category of extensions of credit or other 
assets which include Variable Rate Loans.

     "Restricted Payment" means (a) any dividend or other 
distribution on any shares of any Borrower's capital stock 
(except dividends payable solely in shares of such Borrower's 
capital stock), (b) any payment on account of the purchase, 
redemption, retirement or acquisition of (i) any shares of any 
Borrower's capital stock or (ii) any option, warrant or other 
right to acquire shares of any Borrower's capital stock or (c) 
any payment by any Borrower of a "Performance Premium" (as that 
term is defined in the Purchase Agreement) to Hercules 
Incorporated.

     "Revolving Loans" means revolving Loans made by the Banks 
pursuant to Section 2.1 hereof.

     "Senior Debt" means Debt which has been or is incurred by 
the Borrower which is senior in right of payment pursuant to its 
terms to the Debt under this Agreement.

     "Spot Exchange Rate" means, on any day, (a) with respect to 
any Alternative Currency, the spot rate at which Dollars are 
offered on such day by the Agent in London for such Alternative 
Currency at approximately 11:00 a.m. (London time), and (b) with 
respect to Dollars in relation to any specified Alternative 
Currency, the spot rate at which such specified Alternative 
Currency is offered on such day by the Agent in London for 
Dollars at approximately 11:00 a.m. (London time).  For purposes 
of determining the Spot Exchange Rate in connection with an 
Alternative Currency Borrowing, such Spot Exchange Rate shall be 
determined as of the Denomination Date for such Borrowing with 
respect to transactions in the applicable Alternative Currency 
that will settle on the date of such Borrowing.

     "Sterling" or "[Symbol used to indicate pounds sterling]" 
means lawful money of the United Kingdom.

     "Subsidiary" means, as to any Person, any corporation or 
other entity of which at least a majority of the securities or 
other ownership interests having ordinary voting power 
(absolutely or contingently) for the election of directors or 
other persons performing similar functions are at the time owned 
directly or indirectly by such Person.

     "Swingline Commitment" shall mean the obligation of the 
Swingline Lender to make Swingline Loans pursuant to Section 2.2
hereof in an aggregate amount at any one time outstanding up to 
but not exceeding $5,000,000 (as the same may be reduced at any 
time or from time to time pursuant to Section 2.11 hereof).

     "Swingline Loans" means the Swingline Loans made by the 
Swingline Lender pursuant to Section 2.2 hereof.

     "Termination Date" means December 4, 2000; provided that if 
such date is not a Banking Day, the Termination Date shall be the 
next succeeding Banking Day (or, if such next succeeding Banking 
Day falls in the next calendar month, the next preceding Banking 
Day).

     "Term Loans" means the Term Loans made by the Banks pursuant 
to Section 2.3 hereof.

     "Unfunded Liabilities" means with respect to any Plan at any 
time, the amount (if any) by which (a) the value of all benefit 
liabilities under such Plan, determined on a plan termination 
basis using the assumptions prescribed by the PBGC for purposes 
of Section 4044 of ERISA, exceeds (b) the fair market value of 
all Plan assets allocable to such liabilities under Title IV of 
ERISA (excluding any accrued but unpaid contributions), but only 
to the extent that such excess represents a potential liability 
of any member of the ERISA Group to the PBGC or any other Person 
under Title IV of ERISA.

     "Variable Rate" means, for any day, the higher of (a) the 
Federal Funds Rate for such day plus 1/2 of 1% or (b) the Prime 
Rate for such day.

     "Variable Rate Loan" means any Loan when and to the extent 
the interest rate for such Loan is determined in relation to the 
Variable Rate.

     "Wholly-Owned Consolidated Subsidiary" means any 
Consolidated Subsidiary all of the shares of capital stock or 
other ownership interests of which (except directors' qualifying 
shares) are at the time directly or indirectly owned by the 
Company.

     Section 1.2.  Accounting Terms.  Unless otherwise specified 
herein, all accounting terms used herein shall be interpreted, 
all accounting determinations hereunder shall be made, and all 
financial statements required to be delivered hereunder shall be 
prepared in accordance with generally accepted accounting 
principles as in effect from time to time, applied on a basis 
consistent (except for changes concurred in by the Company's 
independent public accountants) with the most recent audited 
consolidated financial statements of the Company and its 
Consolidated Subsidiaries delivered to the Banks; provided that, 
if the Company notifies the Agent that the Company wishes to 
amend any covenant in Article 8 to eliminate the effect of any 
change in generally accepted accounting principles on the 
operation of such covenant (or if the Agent notifies the Company 
that the Required Banks wish to amend Article 8 for such 
purpose), then the Company's compliance with such covenant shall 
be determined on the basis of generally accepted accounting 
principles in effect immediately before the relevant change in 
generally accepted accounting principles became effective, until 
either such notice is withdrawn or such covenant is amended in a 
manner satisfactory to the Company and the Required Banks.

     Section 1.3.  Construction.  Unless the context of this 
Agreement otherwise clearly requires, references to the plural 
include the singular, references to the singular include the 
plural, references to any gender include the other genders, the 
term "including" is not limiting and has the inclusive meaning 
represented by the phrase "including without limitation;" and the 
term "or" has the inclusive meaning represented by the phrase 
"and/or."  The terms "hereof," "herein," "hereunder" and similar 
terms in this Agreement refer to this Agreement as a whole and 
not to any particular provision of this Agreement.


ARTICLE 2.  THE CREDIT.

     Section 2.1.  The Revolving Loans.  (a) Subject to the terms 
and conditions of this Agreement, each of the Banks, severally 
and not jointly, agrees to make Revolving Loans to the Company 
and its Eligible Subsidiaries (as specified in the Borrowing 
Request with respect thereto) from time to time from and 
including the date hereof to and including the Banking Day next 
preceding the Termination Date, in an aggregate principal amount 
up to but not exceeding at any one time outstanding, the amount 
of its Commitment; provided that the aggregate amount of 
Revolving Loans outstanding plus the aggregate amount of 
Swingline Loans outstanding plus the Letters of Credit Usage 
shall not at any time exceed in the aggregate Commitments of the 
Banks.  Each Borrowing under this Section 2.1 shall be made by 
the Banks ratably in accordance with their Commitments.  The 
Revolving Loans may be outstanding as Variable Rate Loans or 
Eurocurrency Loans (each a "type" of Loan).  Eurocurrency Loans 
may be denominated in Dollars or in one or more Alternative 
Currencies, and all Variable Rate Loans shall be denominated only 
in Dollars.  Subject to the terms hereof, the Borrowers may 
borrow, repay or prepay and reborrow Revolving Loans hereunder 
prior to the Termination Date.  The aggregate principal amount of 
Revolving Loans outstanding, plus interest accrued thereon, shall 
be payable in full on the Termination Date.  Each type of Loan of 
each Bank shall be made and maintained at such Bank's Lending 
Office for such type of Loans.

     (b)	Any Eurocurrency Loans may be made in the Alternative 
Currency specified in the applicable Borrowing Request given 
pursuant to Section 2.8 in an amount equal to the Alternative 
Currency Equivalent of the Dollar amount specified in such 
Borrowing Request, as determined by the Agent as of the 
Denomination Date for such Borrowing (which determination shall 
be conclusive absent manifest error).  For purposes of 
determining the amount outstanding under any Bank's 
Commitment, such amount outstanding for each Alternative Currency 
Loan shall be the Dollar Equivalent for such Loan as of the 
Denomination Date.


     Section 2.2.  The Swingline Loans.  (a) Subject to the terms 
and conditions of this Agreement, the Swingline Lender agrees to 
make Swingline Loans to the Company and its Eligible Subsidiaries 
(as specified in the Borrowing Request with respect thereto) from 
time to time from and including the date hereof to and including 
the Banking Day next preceding the Termination Date, in an 
aggregate principal amount at any one time outstanding up to but 
not exceeding the Swingline Commitment, provided that the 
Swingline Loans outstanding plus the Revolving Loans of the 
Swingline Lender plus the Letters of Credit Usage of the 
Swingline Lender shall not at any time exceed the Commitment of 
The Chase Manhattan Bank and provided further that the aggregate 
amount of Revolving Loans outstanding plus the Letters of Credit 
Usage plus Swingline Loans shall not at any time exceed the 
aggregate Commitments of the Banks.  Each Loan under this Section 
2.2 shall be made by the Swingline Lender.  The Swingline Loans 
may be outstanding as Variable Rate Loans or Eurocurrency Loans 
(each a "type" of Loan).  Eurocurrency Loans may be denominated 
in Dollars or in one or more Alternative Currencies, and all 
Variable Rate Loans shall be denominated only in Dollars. Subject 
to the terms hereof, the Borrowers may borrow, repay or prepay 
and reborrow Swingline Loans hereunder prior to the Termination 
Date.

     (b)  Any Swingline Loans may be made in the Alternative 
Currency specified in the applicable Borrowing Request given 
pursuant to Section 2.8 in an amount equal to the Alternative 
Currency Equivalent of the Dollar amount specified in such 
Borrowing Request, as determined by the Agent as of the 
Denomination Date for such Borrowing (which determination shall 
be conclusive absent manifest error).

     (c)  Each Bank irrevocably agrees that if a Borrower fails 
to repay a Swingline Loan to the Swingline Lender when due 
(including upon an Event of Default and acceleration of such 
Loans) then each Bank shall be deemed to have purchased 
participations in the Swingline Loans in proportion to their 
respective Commitments.

     Section 2.3.  The Term Loans.  Subject to the terms and 
conditions of this Agreement, each of the Banks, severally and 
not jointly, agrees to make a Term Loan to MacDermid Imaging on 
the Closing Date in an amount equal to that set forth opposite 
its name on Exhibit H.  The Term Loans may be outstanding as 
Variable Rate Loans or Eurocurrency Loans.  All Term Loans shall 
be denominated in Dollars.

     Section 2.4.  The Acquisition Loans.  (a)  Subject to the 
terms and conditions of this Agreement, each of the Banks, 
severally and not jointly, agrees to make Acquisition Loans to 
the Company on any Banking Day from the date hereof to and 
including the Acquisition Facility Termination Date, in an 
aggregate principal amount up to but not exceeding the amount of 
its Acquisition Commitment.  A Borrowing under this Section 2.4 
shall be made by the Banks ratably in accordance with their 
Acquisition Commitments.  Any amounts borrowed pursuant to this 
Section 2.4 and repaid may not be reborrowed.  The Acquisition 
Loans may be outstanding as Variable Rate Loans or Eurocurrency 
Loans (each a "type" of Loan). Eurocurrency Loans may be 
denominated in Dollars or in one or more Alternative Currencies, 
and all Variable Rate Loans shall be denominated only in Dollars.  
Each type of Loan of each Bank shall be made and maintained at 
such Bank's Lending Office for such type of Loans.

     (b)  Any Eurocurrency Loans may be made in the Alternative 
Currency specified in the applicable Borrowing Request given 
pursuant to Section 2.8 in an amount equal to the Alternative 
Currency Equivalent of the Dollar amount specified in such 
Borrowing Request, as determined by the Agent as of the 
Denomination Date for such Borrowing (which determination shall 
be conclusive absent manifest error).  For purposes of 
determining the amount outstanding under any Bank's Acquisition 
Commitment, such amount outstanding for each Alternative Currency 
Loan shall be the Dollar Equivalent for such Loan as of the 
Denomination Date.

     (c)  After the Acquisition Facility Termination Date, no 
additional Acquisition Loans shall be made by the Banks with 
respect to the Acquisition Commitments.  Payments shall be made 
with respect to the aggregate principal amount outstanding under 
the Acquisition Loans as set forth in Section 2.9(d) hereof.

     Section 2.5.  The Notes.  (a) The Revolving Loans of each 
Bank shall be evidenced by a promissory note in favor of such 
Bank in the form of Exhibit A-1, dated the date of this 
Agreement, duly completed and executed by the applicable 
Borrower.  Each Bank shall, and is hereby authorized by each of 
the Borrowers to, endorse on the schedule attached to each Note 
held by such Bank, or otherwise record in such Bank's internal 
records, an appropriate notation evidencing the date, type, 
amount and currency of each Revolving Loan or Swingline Loan 
evidenced by such Note and the date, amount and currency of each 
repayment or prepayment of principal; provided that the failure 
of any Bank to make such notation or any error therein shall not 
affect the obligations of the applicable Borrower to repay the 
Revolving Loans or Swingline Loans made by such Bank.

     (b)  The Swingline Loans of the Swingline Lender shall be 
evidenced by a promissory note in favor of the Swingline Lender 
in the form of Exhibit A-3, dated the date of this Agreement, 
duly completed and executed by the applicable Borrower.  The 
Swingline Lender shall, and is hereby authorized by each of the 
Borrowers to, endorse on the schedule attached as the Swingline 
Note, or otherwise record in such Bank's internal records, an 
appropriate notation evidencing the date, type, amount and 
currency of each Swingline Loan evidenced by such Note and the 
date, amount and currency of each repayment or prepayment of 
principal; provided that the failure of the Swingline Lender to 
make such notation or any error therein shall not affect the 
obligations of the applicable Borrower to repay the Swingline 
Loans made by the Swingline Lender.
     (c)  The Term Loans of each Bank shall be evidenced by a 
promissory note in favor of such Bank in the form of Exhibit A-2, 
dated the date of this Agreement, duly completed and executed by 
MacDermid Imaging.

     (d)  The Acquisition Loans of each Bank shall be evidenced 
by a promissory note in favor of such Bank in the form of Exhibit 
A-4, dated the date of this Agreement, duly completed and 
executed by the Company.  Each Bank shall, and is hereby 
authorized by each of the Borrowers to, endorse on the schedule 
attached to each Note held by such Bank, or otherwise record in 
such Bank's internal records, an appropriate notation evidencing 
the date, type, amount and currency of the Acquisition Loan 
evidenced by such Note and the date, amount and currency of each 
repayment or prepayment of principal; provided that the failure 
of any Bank to make such notation or any error therein shall not 
affect the obligations of the applicable Borrower to repay the 
Acquisition Loan made by such Bank.

     Section 2.6.  Letters of Credit.  (a) Subject to the terms 
and conditions of this Agreement, in addition to requesting that 
the Banks make the Loans, any Borrower may request, in accordance 
with the provisions of this Section 2.6(a), that the Agent issue 
Letters of Credit for the account of such Borrower; provided that 
(i) no Borrower shall request that the Agent issue any Letter of 
Credit if, after giving effect to such issuance, the aggregate 
outstanding Revolving Loans to the Borrowers plus the aggregate 
outstanding amount of Swingline Loans plus the aggregate amount 
of Letters of Credit Usage would exceed the aggregate of all 
Commitments, (ii) in no event shall the Agent issue (A) any 
Letter of Credit having an expiration date later than the tenth 
Banking Day prior to the Termination Date, or (B) any Letter of 
Credit having an expiration date more than one year after its 
date of issuance, except those used to fund payment of insurance 
premiums which, by their terms, are renewed automatically, and 
(iii) no Borrower shall request that the Agent issue any Letter 
of Credit if, after giving effect to such issuance, the aggregate 
Letter of Credit Usage would exceed $15,000,000.  The issuance of 
any Letter of Credit in accordance with the provisions of this 
Section 2.6(a) shall require the satisfaction of each condition 
set forth in Article 4.  All Letters of Credit may be denominated 
in Dollars or in an Alternative Currency.  Any Letter of Credit 
issued under the Existing Credit Facility, each as described on 
Schedule VI hereto, shall remain outstanding on the Closing Date, 
shall constitute a Letter of Credit for all purposes hereunder 
and each Banks participation in such Letter of Credit shall be 
determined as of the Closing Date.

     Immediately upon the issuance of each Letter of Credit, each 
Bank shall be deemed to, and hereby agrees to, have irrevocably 
agreed to participate with the Agent in such Letter of Credit and 
any drawing thereunder in an amount equal to such Bank's ratable 
share (determined in accordance with such Bank's Commitment) of 
the maximum amount which is or at any time may become available 
to be drawn thereunder.

     Each Letter of Credit may provide that the Agent, with the 
written consent of the Required Banks, may (but shall not be 
required to) pay all or any part of the maximum amount which may 
at any time be available for drawing thereunder to the 
beneficiary thereof upon the occurrence of an Event of Default 
and the acceleration of the maturity of the Loans.  If payment is 
not due to the beneficiary of an outstanding Letter of Credit, 
upon the occurrence of an Event of Default the applicable 
Borrower shall deposit immediately available funds in an amount 
equal to the face amount of such Letter of Credit in an account 
or fund a cash collateral account, in the applicable currency, 
with the Agent to secure payment to the beneficiary under such 
Letter of Credit.  Any funds so deposited or standing to the 
credit of such account shall be paid to the beneficiary of such 
Letter of Credit if conditions to such payment are satisfied or 
returned to the Agent for distribution to the Banks (or, if all 
Loans shall have been repaid in full in cash in the applicable 
currency, to the applicable Borrower) if no payment to the 
beneficiary has been made and the final date available for 
drawings under such Letter of Credit has passed.  Each payment or 
distribution of funds by the Agent as provided in this paragraph 
shall be treated for all purposes of this Agreement as a drawing 
duly honored by the Agent under the related Letter of Credit and 
each deposit by the Borrower as provided in this paragraph shall 
be treated for all purposes of this Agreement as a reimbursement 
by Borrower for a portion of such drawing equal to the amount of 
such deposit.

     (b)  Whenever a Borrower desires the issuance of a Letter of 
Credit, it shall deliver to the Agent at the Principal Office a 
written notice no later than 1:00 p.m. (New York City local time) 
at least ten (10) Banking Days prior to the proposed date of 
issuance.  Such notice shall consist of the form of application 
and agreement for letters of credit customarily used by the 
Agent, a copy of the current form of which is attached hereto as 
Exhibit I, as such document may be amended from time to time.  
Promptly after receipt of a notice of desired issuance of a 
Letter of Credit, (i) if the conditions set forth in Section 
2.6(a) have been satisfied, the Agent shall notify each Bank of 
the proposed issuance and the amount of each such other Bank's 
respective participation therein, determined in accordance with 
Section 2.6(a); and (ii) if such conditions have not been
satisfied, the Agent shall notify the applicable Borrower.


     (c)  In the event of any request for a drawing under any 
Letter of Credit by the beneficiary thereof, the Agent shall give 
telephonic notice (promptly confirmed in writing) to the 
applicable Borrower (x) confirming receipt of such request and 
(y) of the date on or before which the Agent intends to honor 
such drawing, and the applicable Borrower shall reimburse the 
Agent on the day on which such drawing is honored in compliance 
with the terms of the applicable Letter of Credit in an amount in 
Dollars in same day funds equal to:  (i) the amount of such 
drawing if such drawing is in Dollars or (ii) the Dollar 
Equivalent on the date of such drawing of the amount required to 
be paid in the Alternative Currency pursuant to the terms of the 
applicable Letter of Credit if such drawing is in an Alternative 
Currency (the "Contract Amount"); provided that, and anything 
contained in this Agreement to the contrary notwithstanding, (A) 
unless the applicable Borrower shall have notified the Agent 
prior to 11:00 a.m. (New York City local time) on the Banking Day 
immediately before the date on or before which the Agent has 
indicated that it intends to honor such drawing that the 
applicable Borrower intends to reimburse the Agent for the amount 
of such drawing with funds other than the proceeds of Variable 
Rate Loans, such Borrower shall be deemed to have timely given a 
notice of borrowing pursuant to Section 2.8 requesting the Banks 
to make Variable Rate Loans on the date on which such drawing is 
honored in an amount equal to (x) the amount of such drawing if 
such drawing is denominated in Dollars or (y) the Contract Amount 
if such drawing is not denominated in Dollars, and (B) subsequent 
to satisfaction or waiver of the conditions specified in Article 
4, the Banks shall make Variable Rate Loans on the date on which 
such drawing is honored, the proceeds of which shall be applied 
directly to reimburse the Agent for the amount of such drawing; 
and provided further that if, for any reason, the Agent does not 
receive proceeds of Variable Rate Loans on the date on which such 
drawing is honored in an amount equal to the amount of such 
drawing (or the Contract Amount for any drawing not denominated 
in Dollars), the applicable Borrower shall reimburse the Agent on 
the Banking Day immediately following the date of such drawing, 
in an amount in Dollars in same day funds equal to the excess of 
the amount of such drawing (or the Contract Amount for any 
drawing not denominated in Dollars) over the proceeds of such 
Variable Rate Loans, if any, which are so received, plus accrued 
interest on such excess amount at the rate set forth in Section 
2.6(e)(i)(A).

     (d)  If a Borrower shall fail to reimburse the Agent as 
provided in Section 2.6(c) in an amount equal to the amount of 
any drawing under a Letter of Credit issued by the Agent and 
honored by the Agent in compliance with the terms of such Letter 
of Credit and for any reason Variable Rate Loans are not advanced 
to the applicable Borrower as contemplated by Section 2.6(d), the 
Agent shall promptly notify each Bank of the unreimbursed amount 
of such drawing and of such Bank's pro rata participation 
therein.  Each Bank shall make available to the Agent an amount 
equal to its pro rata participation in same day funds, at the 
office of the Agent specified in such notice, immediately upon 
demand of the Agent.  If any Bank fails to make available to the 
Agent the amount of such Bank's pro rata participation in such 
Letter of Credit as provided in this Section 2.6(d), the Agent 
shall be entitled to recover such amount on demand from such Bank 
together with interest at the Variable Rate.  The Agent shall 
distribute to each Bank which has paid all amounts payable by it 
under this Section 2.6(d) with respect to any Letter of Credit 
issued by the Agent such Bank's pro rata share of all payments 
received by the Agent from the applicable Borrower in 
reimbursement of drawings honored by the Agent under such Letter 
of Credit when such payments are received.

     (e)(i)  Each Borrower agrees to pay the following amount to 
the Agent with respect to Letters of Credit issued by the Agent 
for the account of such Borrower:

     (A)  with respect to drawings made under any Letter of 
Credit, interest, payable on demand, on the amount paid by the 
Agent in respect of each such drawing made in compliance with the 
terms of such Letter of Credit from the date of the drawing 
through the date such amount is reimbursed by a Borrower 
(including, if any, any such reimbursement out of the proceeds of 
Variable Rate Loans pursuant to Section 2.6(c) at a rate per 
annum equal to the Variable Rate; provided that if a Default or 
Event of Default shall exist and such Borrower is not, by reason 
thereof, eligible to borrow Variable Rate Loans, then interest 
shall accrue on such amount paid by the Agent at the Default 
Rate.

     (B)  with respect to the issuance, amendment or transfer of 
each Letter of Credit and each drawing made thereunder, the 
Agent's standard documentary and processing charges as in effect 
on the date of such issuance, amendment or transfer.
          (ii)  Each Borrower agrees to pay the Agent for 
distribution to each Bank in respect of all Letters of Credit 
outstanding issued for such Borrower's account such Bank's pro 
rata share of a commission equal to 1% per annum of the maximum 
amount available from time to time to be drawn under such 
outstanding Letter of Credit, based on the actual number of days 
in the quarter that such amount was available to be drawn and the 
actual number of days in the quarter, payable quarterly in 
arrears on the last day of each fiscal quarter of the Company 
commencing on the last day of the fiscal quarter of the Company 
during which such letter of credit is issued and terminating on 
the last day of the last fiscal quarter of the Company during 
which such Letter of Credit is outstanding.  The Agent shall 
promptly pay to the Banks such amounts received by the Agent for 
the account of the Banks in accordance with the Banks' pro rata 
participation.  If any Letter of Credit is fully drawn upon or 
otherwise terminated, each Bank agrees to refund to the 
applicable Borrower such Bank's share of any letter of credit 
fees paid in advance by such Borrower hereunder for the amount so 
drawn or terminated on any such Letter of Credit and with respect 
to any period (determined on a pro rata basis for actual days 
elapsed) from and after the date on which such Letter of Credit 
is so drawn upon or otherwise terminated.  Any refund owing by a 
Bank to a Borrower pursuant to the preceding sentence may be 
effected by a reduction in the amount of any letter of credit 
fees next payable by such Borrower to such Bank, provided that if 
no further letter of credit fees shall become payable hereunder 
against which such refund can be credited, then such Bank shall 
promptly pay the amount of such refund directly to such Borrower.

     (f)  The obligations of each Borrower to reimburse the Agent 
for drawings made under the Letters of Credit issued by the Agent 
for such Borrower and the obligations of the Banks under Section 
2.6(d) shall be unconditional and irrevocable and shall be paid 
strictly in accordance with the terms of this Agreement under all 
circumstances and irrespective of any setoff, counterclaim or 
defense to payment which a Borrower may have or have had against 
the Agent, including any defense based upon the failure of any 
drawing under any Letter of Credit to comply strictly with the 
terms and conditions of such Letter of Credit; provided, however, 
that neither a Borrower nor any Bank shall be obligated to 
reimburse the Agent for any wrongful payment made by the Agent 
under a Letter of Credit as a result of acts or omissions 
constituting gross negligence or willful misconduct on the part 
of the Agent.

     (g)  The face amount of each Letter of Credit shall not be 
less than an amount agreed upon between the Agent and the 
Borrower from time to time.

     (h)  In the event of any conflict between the terms of any 
application and agreement for a letter of credit hereunder and 
the terms of this Agreement, the terms of this Agreement shall 
control.

     Section 2.7.  Purpose.  The Borrowers shall use the proceeds 
of the Term Loan and the Revolving Loans for the repayment of the 
amounts outstanding under the Existing Credit Facility, working 
capital, future capital expenditures and for general corporate 
purposes of the Borrowers, the proceeds of Swingline Loans for 
working capital purposes, and the proceeds of the Acquisition 
Loans for payment of the purchase price to the seller in 
connection with the Acquisition.  Such proceeds shall not be used 
for the purpose, whether immediate, incidental or ultimate, of 
buying or carrying "margin stock" in violation of Regulation U.

     Section 2.8.  Borrowing Procedures.  The applicable Borrower 
shall give the Agent notice (a "Borrowing Request") of each 
Borrowing to be made under Section 2.1, Section 2.2 or Section 2.4
as provided in Section 2.12.  Not later than 2:00 p.m. New 
York City local time on the date of such Borrowing pursuant to 
Section 2.1, each Bank shall, through its Lending Office and 
subject to the conditions of this Agreement, make available to 
the Agent, at the Principal Office for the account of the Lending 
Office designated by the Agent, the amount of the Loan to be made 
by such Bank on such day in the currency in which such Loan is to 
be made and in immediately available funds for the account of the 
applicable Borrower.  The amount so received by the Agent shall, 
subject to the conditions of this Agreement, be made available to 
the applicable Borrower, in immediately available funds, by the 
Agent crediting an account of such Borrower designated by such 
Borrower and maintained by such Borrower with the Agent at the 
Principal Office.

     Section 2.9.  Payments, Prepayments and Conversions.  (a)  
Subject to the terms of this Agreement the Borrowers shall have 
the right to make prepayments of principal, or to convert one 
type of Loan into another type of Loan, at any time or from time 
to time; provided that: (i) the applicable Borrower shall give 
the Agent notice of each such prepayment or conversion as 
provided in Section 2.12; (ii) each Eurocurrency Loan may be 
prepaid or converted only on the last day of the applicable 
Interest Period for such Loan, and (iii) each prepayment shall be 
in a minimum principal amount of $1,000,000.  Each prepayment of 
the Term Loans shall be applied to installments of the Term Loans 
pro rata in accordance with the respective amounts thereof, 
provided that the Borrowers may prepay up to the next succeeding 
two (2) quarterly installments of principal on the Term Loan at 
any time, and from time to time, upon notice to the Agent as 
provided in Section 2.12.  Each prepayment of the Acquisition 
Loans shall be applied to the Acquisition Loans pro rata in 
accordance with the respective amounts thereof; provided, however 
that if the Company requests the right to prepay all outstanding 
Loans with respect to a specific Acquisition, all such 
prepayments shall be applied to the Acquisition Loan to be 
prepaid in full.  Except as otherwise provided above, all 
prepayments of Term Loans or Acquisition Loans shall be applied 
in inverse order of maturity.

     (b)  If at any time the amount of the Revolving Loans 
outstanding hereunder plus the Letters of Credit Usage plus the 
amount of the Swingline Loans exceeds the aggregate amount of the 
Commitments, or if the amount of the Acquisition Loans 
outstanding hereunder shall exceed the aggregate amount of the 
Acquisition Commitments, the Borrowers shall immediately repay 
the Revolving Loans or Acquisition Loans, as applicable, in an 
amount equal to such excess.  For the purposes of this Section 
2.9(b) the amount outstanding under any Alternative Currency Loan 
at any time shall be the Dollar Equivalent thereof as of the 
Denomination Date.

     (c)  The remaining principal balance of the Term Loans shall 
be repaid in quarterly installments, due on the last day of each 
March, June, September and December commencing September 30, 
1996, in the following amounts:
     September 30, 1996 - December 31, 1997:      $1,517,857
     March 31, 1998 - December 31, 2000:          $3,035,714
     March 31, 2001 - Maturity Date:              $4,553,571,

with a final payment of all outstanding principal and accrued 
interest to be made on the Maturity Date.

     (d)  The principal balance of each Acquisition Loan made 
prior to August 23, 1998 shall be repaid in equal quarterly 
installments, due on the last day of each March, June, September 
and December commencing with the first such date to occur after 
the date of such Acquisition Loan, with a final payment due on 
the Acquisition Loans Maturity Date.  The principal balance of 
any Acquisition Loan made on or after August 23, 1998 shall be 
repaid in equal quarterly installments due on the last day of 
each March, June, September and December commencing with the 
first such date to occur after the date of such Acquisition Loan, 
such installments to be determined on the basis of a five year 
amortization schedule from the date of such Acquisition Loan.   
In the case of all Acquisition Loans, a final payment of all 
outstanding principal, accrued interest, and other amounts 
payable in respect all of the Acquisition Loans shall be made on 
the Acquisition Loans Maturity Date.

     Section 2.10.  Interest Periods; Renewals.  (a) In the case 
of each Eurocurrency Loan, the applicable Borrower shall select 
an Interest Period of a duration specified in the definition of 
Interest Period in Section 1.1, subject to the following 
limitations:  (i) no Interest Period may extend beyond the 
Termination Date in the case of Revolving Loans and Swingline 
Loans, the Maturity Date in the case of Term Loans or the 
Acquisition Loans Maturity Date in the case of Acquisition Loans; 
(ii) notwithstanding Section 2.10(a)(i), no Interest Period shall 
have a duration less than one month, and if any such proposed 
Interest Period would otherwise be for a shorter period, such 
Interest Period shall not be available; (iii) if an Interest 
Period would end on a day which is not a Banking Day, such 
Interest Period shall be extended to the next Banking Day, unless 
such Banking Day would fall in the next calendar month in which 
event such Interest Period shall end on the immediately preceding 
Banking Day; and (iv) only seven Interest Periods of each Bank 
may be outstanding at any one time.

     (b)  Upon notice to the Agent as provided in Section 2.12
and provided no Default or Event of Default has occurred and is 
continuing, on the last day of the Interest Period therefor a 
Borrower may (i) renew any Eurocurrency Loan as the same type of 
Loan with an Interest Period of the same or different duration in 
accordance with the limitations set forth in Section 2.10(a) or 
(ii) convert such Loan to a Variable Rate Loan.  If a Borrower 
shall fail to give notice to the Agent of such a renewal or if a 
Default or Event of Default shall have occurred and be continuing 
or if a Borrower by the terms of this Agreement shall not be 
permitted to renew a Eurocurrency Loan, (A) in the case of a 
Eurocurrency Loan denominated in Dollars, on the last day of the 
current Interest Period such Eurocurrency Loan shall 
automatically become a Variable Rate Loan and (B) in the case of 
a Eurocurrency Loan denominated in an Alternative Currency, on 
the last day of the current Interest Period such Eurocurrency 
Loan shall automatically become a Eurocurrency Loan denominated 
in the same Alternative Currency having an Interest Period of one 
month.

     Section 2.11.  Changes of Commitments and Acquisition 
Commitments.  Changes of Commitments and Acquisition 
Commitments"}.  The Company shall have the right to reduce or 
terminate the amount of unused Commitments, Acquisition
Commitments or the Swingline Commitment at any time or from time 
to time, provided that: (a) the Company shall give notice of each 
such reduction or termination to the Agent and the Swingline 
Lender as provided in Section 2.12; and (b) each partial 
reduction shall be in an aggregate amount at least equal to 
$1,000,000; provided that if any such reduction would cause the 
aggregate Commitments or Acquisition Commitments to be reduced 
below the amount of $5,000,000, the Banks shall have the right 
either to reduce the Commitments or Acquisition Commitments to 
such amount or to terminate the Commitments or Acquisition 
Commitments, as the case may be, in whole.  The Commitments and 
Acquisition Commitments once reduced or terminated may not be 
reinstated.

     Section 2.12.  Certain Notices.  Borrowing Requests issued 
by a Borrower to the Agent with respect to each Borrowing 
pursuant to Section 2.8, each notice of prepayment or 
conversion pursuant to Section 2.9, each notice of renewal 
pursuant to Section 2.10(b), and each notice of reduction or 
termination of the Commitments or Acquisition Commitments 
pursuant to Section 2.11 shall be irrevocable and shall be 
effective only if received by the Agent not later than 11:00 a.m. 
New York City local time, and (a) in the case of Borrowings and 
prepayments of, conversions into and renewals of (i) Variable 
Rate Loans, given on or before the day of such Borrowing; or (ii) 
Eurocurrency Loans, (a) in the case of such Loans denominated in 
Dollars, given at least three Banking Days prior thereto and (b) 
in the case of such Loans denominated in an Alternative Currency, 
given at least four Banking Days prior thereto; (b) in the case 
of reductions or termination of the Commitments or Acquisition 
Commitments, given at least three Banking Days prior thereto.  
Each such notice shall specify the Loans to be borrowed, prepaid, 
converted or renewed and the currency, the amount and type of the 
Loans to be borrowed, prepaid, converted or renewed (and, in the 
case of a conversion, the type of Loans to result from such 
conversion and, in the case of a Eurocurrency Loan, the Interest 
Period therefor) and the date of the Borrowing, prepayment, 
conversion or renewal (which shall be a Banking Day). Each such 
notice of reduction or termination shall specify the amount of 
the Commitments or Acquisition Commitments to be reduced or 
terminated.  The Agent shall promptly notify the Banks of the 
contents of each such notice.

     Section 2.13.  Minimum Amounts.  Except for Borrowings which 
exhaust the full remaining amount of the Commitments, prepayments 
or conversions which result in the prepayment or conversion of 
all Loans of a particular type or conversions made pursuant to 
Section 3.4, each Borrowing, prepayment, conversion and renewal 
of principal of Revolving Loans of a particular type shall be, 
(a) in the case of a Variable Rate Loan in an amount at least 
equal to $500,000 (or the Dollar Equivalent of $500,000) in the 
aggregate for all Banks, and (b) in the case of Eurocurrency 
Loans in an amount equal to $2,000,000 or any larger integral 
multiple of $100,000 (or the Dollar Equivalent of $2,000,000 or 
any integral multiple of $100,000 in excess thereof) in the 
aggregate for all Banks.  Each Borrowing, prepayment, conversion, 
and renewal of principal of Swingline Loans shall be in an amount 
at least equal to $1,000,000 (or the Dollar Equivalent of 
$1,000,000), except in the case of prepayments when the 
outstanding principal balance of the Swingline Loans is less than 
$1,000,000; provided that in such case any prepayment shall be in 
an amount equal to such outstanding principal balance. 
Borrowings, prepayments, conversions or renewals of or into Loans 
of different types or, in the case of Eurocurrency Loans, having 
different Interest Periods at the same time hereunder shall be 
deemed separate Borrowings, prepayments, conversions and renewals 
for the purposes of the foregoing minimum amounts, one for each 
type or Interest Period.

     Section 2.14.  Interest.  (a) Interest shall accrue on the 
outstanding and unpaid principal amount of each Loan for the 
period from and including the date of such Loan to but excluding 
the date such Loan is due, at the following rates per annum:  (i) 
for a Variable Rate Loan, at a variable rate per annum equal to 
the Variable Rate plus the applicable Interest Margin; and (ii) 
for a Eurocurrency Loan, at a fixed rate equal to the Fixed Rate 
plus the applicable Interest Margin.  If any principal amount 
shall not be paid when due (at stated maturity, by acceleration 
or otherwise), interest shall accrue on such amount from and 
including such due date to but excluding the date such amount is 
finally paid in full at the Default Rate.

     (b)  The interest rate on each Variable Rate Loan shall 
change when the Variable Rate changes, without notice of demand 
of any kind, effective as of the opening of business on the 
calendar day on which such change in the Variable Rate becomes 
effective.  Promptly after the determination of any interest rate 
provided for herein or any change therein, the Agent shall notify 
the Borrower and the Banks.

     (c)  Accrued interest shall be due and payable in arrears 
upon any repayment or prepayment of principal on or conversion of 
any Loan and (i) for each Variable Rate Loan, on the last day of 
each March, June, September and December, in arrears, commencing 
the first such date after such Loan and (ii) for each 
Eurocurrency Loan, in arrears on the last day of the applicable 
Interest Period (unless a six month interest period is chosen in 
which case interest will be payable in arrears ninety days from 
the date of the Loan and on the last day of the Interest Period); 
provided that interest accruing at the Default Rate shall be due 
and payable from time to time on demand of the Agent.

     (d)  Interest on the Variable Rate Loans and Eurocurrency 
Loans shall be calculated on the basis of a year of 360 days and 
the actual number of days elapsed.

     Section 2.15.  Fees.  (a)(i) The Company shall pay to the 
Agent for the account of each Bank a commitment fee on the daily 
average of (i) the unused Commitment plus (ii) the unused 
Acquisition Commitment of such Bank (it being understood that 
outstanding Swingline Loans, if any, shall not be taken into 
account when calculating the unused Commitment of any Bank) for 
the period from and including the Closing Date to the date the 
Commitments or Acquisition Commitments, as the case may be, are 
terminated at the applicable rate per annum specified in Exhibit 
K, based on the ratio of Debt of the Company and its Consolidated 
Subsidiaries on a consolidated basis to Consolidated EBITDA, 
calculated on the basis of a year of 365/366 days for the actual 
number of days elapsed.

     (ii)  The Company shall pay to the Agent for the account of 
each of the Banks, a usage fee on the daily average outstanding 
principal amount of the Acquisition Loans, of 2.50 basis points, 
calculated on the basis of a 365/366 day year, with the actual 
number of days elapsed.

     The accrued commitment fee and accrued usage fee on the 
Acquisition Loans shall be due and payable in arrears upon any 
reduction or termination of the Commitments or Acquisition 
Commitments, upon any  Borrowing under the Acquisition 
Commitments, and on the last day of each March, June, September 
and December, commencing on September 30, 1996 in the case of the 
commitment fee and on the first such day to occur after a 
Borrowing under the Acquisition Commitments.

     (b)  The Company shall pay to the Agent as compensation for 
its services hereunder an agency fee as set forth in that certain 
letter dated December 5, 1995 between the Agent and the Company 
and an arrangement fee as set forth in that certain letter dated 
June 18, 1996 between the Agent and the Company.

     Section 2.16.  Payments Generally.  All payments under this 
Agreement or the Notes shall be made in immediately available 
funds.  In the case of Loans denominated in Dollars, payment 
shall be made in Dollars on the relevant payment date not later 
than 1:00 p.m. New York City local time at the Principal Office 
for the account of the applicable Lending Office of each Bank.  
the case of Loans denominated in an Alternative Currency, payment 
shall be made in such Alternative Currency on the relevant 
payment date not later than 1:00 p.m. New York City local time at 
the Principal Office for the account of the Lending Office 
designated by the Agent for the account of the applicable Lending 
Office of each Bank.  Each such payment made after such time on 
such due date shall be deemed to have been made on the next 
succeeding Banking Day.  The Agent, or any Bank for whose account 
any such payment is to be made, may (but shall not be obligated 
to) debit the amount of any such payment which is not made by 
such time to any ordinary deposit account of the Borrower with 
the Agent or such Bank, as the case may be, and any Bank that 
makes such a debit shall promptly notify the Agent and the 
Company.  Each Borrower shall, at the time of making each payment 
under this Agreement or any Note, specify to the Agent the 
principal or other amount payable by such Borrower under this 
Agreement or the Notes to which such payment is to be applied 
(and if a Borrower fails so to specify, or if a Default or Event 
of Default has occurred and is continuing, the Agent may apply 
such payment as the Agent may elect in its sole discretion 
(subject to Section 10.16(c)).  If the due date of any payment 
under this Agreement or any Note would otherwise fall on a day 
which is not a Banking Day, such date shall be extended to the 
next succeeding Banking Day and interest shall be payable for any 
principal so extended for the period of such extension.  Each 
payment received by the Agent hereunder or under any Note for the 
account of a Bank shall be paid promptly by the Agent to such 
Bank, in immediately available funds, for the account of such 
Bank's Lending Office.

ARTICLE 3.  YIELD PROTECTION; ILLEGALITY; ETC.

     Section 3.1.  Additional Costs.  (a) The Company shall pay 
directly to each Bank from time to time on demand such amounts as 
such Bank may determine to be necessary to compensate it for any 
costs which such Bank determines are attributable to its making 
or maintaining any Eurocurrency Loan or Eurocurrency Loans under 
this Agreement or its Notes or its obligation to make any such 
Loan or Loans hereunder, or any reduction in any amount 
receivable by such Bank hereunder in respect of any such Loan or 
Loans or such obligation (such increases in costs and reductions 
in amounts receivable being herein called "Additional Costs"), 
resulting from any Regulatory Change which:  (i) changes the 
basis of taxation of any amounts payable to such Bank under this 
Agreement or its Notes in respect of any of such Loans (other 
than taxes imposed on the overall net income of such Bank or of 
its Lending Office for any of such Loans by the jurisdiction in 
which such Bank has its principal office or such Lending Office); 
(ii) imposes or modifies any reserve, special deposit, deposit 
insurance or assessment, minimum capital, capital ratio or 
similar requirement relating to any extensions of credit or other 
assets of, or any deposits with or other liabilities of, such 
Bank (including any of such Loans or any deposits referred to in 
the definition of "Fixed Base Rate" in Section 1.1; or (iii) 
imposes any other condition affecting this Agreement or its Notes 
(or any of such extensions of credit or liabilities).  Each Bank 
will notify the Company of any event occurring after the date of 
this Agreement which will entitle such Bank to compensation 
pursuant to this Section 3.1(a) as promptly as practicable after 
such Bank obtains knowledge thereof and determines to request 
such compensation.  Such notice will set forth in reasonable 
detail the calculation of any Additional Costs due hereunder.  If 
any Bank requests compensation from the Company under this 
Section 3.1(a), or under Section 3.1(c), the Company may, by 
notice to such Bank (with a copy to the Agent), require that such 
Bank's Loans of the type with respect to which such compensation 
is requested be converted in accordance with Section 3.4.

     (b)  Without limiting the effect of the foregoing provisions 
of this Section 3.1, if, by reason of any Regulatory Change, any 
Bank either (i) incurs Additional Costs based on or measured by 
the excess above a specified level of the amount of a category of 
deposits or other liabilities of such Bank which includes 
deposits by reference to which the interest rate on Eurocurrency 
Loans is determined as provided in this Agreement or a category 
of extensions of credit or other assets of such Bank which 
includes Eurocurrency Loans or (ii) becomes subject to 
restrictions on the amount of such a category of liabilities or 
assets which it may hold, then, if such Bank so elects by notice 
to the Company (with a copy to the Agent), the obligation of such 
Bank to make or renew, and to convert Loans of any other type 
into, Loans of such type hereunder shall be suspended until the 
date such Regulatory Change ceases to be in effect, and all Loans 
of such type held by such Bank then outstanding shall be 
converted in accordance with Section 3.4.

     (c)  Without limiting the effect of the foregoing provisions 
of this Section 3.1 (but without duplication), the Company shall 
pay directly to each Bank from time to time on demand such 
amounts as such Bank may determine to be necessary to compensate 
such Bank for any costs which such Bank determines are 
attributable to the maintenance by it, pursuant to any law or 
regulation of any jurisdiction or any interpretation, directive 
or request (whether or not having the force of law and whether in 
effect on the date of this Agreement or thereafter) of any court 
of governmental or monetary authority, of capital in respect of 
its Loans hereunder or its obligation to make Loans hereunder 
(such compensation to include an amount equal to any reduction in 
return on assets or equity of such Bank to a level below that 
which it could have achieved but for such law, regulation, 
interpretation, directive or request).  Each Bank will notify the 
Agent if such Bank is entitled to compensation pursuant to this 
Section 3.1(c) as promptly as practicable after such Bank 
it determines to request such compensation, and the Agent will 
notify the Company.  Such notice will set forth in reasonable 
detail the calculation of any amounts due hereunder.

     (d)  Determinations and allocations by a Bank for purposes 
of this Section 3.1 of the effect of any Regulatory Change 
pursuant to Sections 3.1(a) or 3.1(b), or of the effect of 
capital maintained pursuant to Section 3.1(c), on its costs of 
making or maintaining Loans or its obligation to make Loans, or 
on amounts receivable by, or the rate of return to, such Bank in 
respect of Loans or such obligation, and of the additional 
amounts required to compensate such Bank under this Section 3.1, 
shall be conclusive, provided that such determinations and 
allocations are made on a reasonable basis.

     Section 3.2.  Limitation of Types of Loans.  Notwithstanding 
any other provision in this Agreement, if:

(a)  the Agent determines (which determination shall be 
conclusive) that quotations of interest rates for the relevant 
deposits referred to in the definition of "Fixed Base Rate" in 
Section 1.1 are not being provided in the relevant amounts or for 
the relevant maturities for purposes of determining the rate of 
interest for any type of Eurocurrency Loans as provided in this 
Agreement; or

(b)  the Required Banks determine (which determination shall be 
conclusive) and notify the Agent that the relevant rates of 
interest referred to in the definition of "Fixed Base Rate" in 
Section 1.1 upon the basis of which the rate of interest for any 
type of Eurocurrency Loans is to be determined do not adequately 
cover the cost to the Banks of making or maintaining such Loans;

then the Agent shall give the applicable Borrowers and each Bank 
prompt notice thereof, and so long as such condition remains in 
effect, the Banks shall be under no obligation to make or renew 
Loans of such type or to convert Loans of any other type into 
Loans of such type, and each Borrower shall, on the last day(s) 
of the then current Interest Period(s) for the outstanding Loans 
of the affected type, either prepay such Loans or convert such 
Loans into another type of Loans in accordance with Section 2.9.

     Section 3.3.  Illegality.  Notwithstanding any other 
provision in this Agreement, if it becomes unlawful for any Bank 
or its Lending Office to (a) honor its obligation or make or 
renew Eurocurrency Loans hereunder or convert Loans of any type 
into Eurocurrency Loans, (b) maintain Eurocurrency Loans 
hereunder or (c) in the case of a Borrowing denominated in an 
Alternative Currency, there shall have occurred a change in (i) 
national or international financial, political or economic 
conditions (including the imposition of or any change in exchange 
controls) or (ii) any currency exchange rate which would make it 
impracticable for any Bank to make Loans denominated in such 
Alternative Currency, then such Bank shall promptly notify the 
Company thereof (with a copy to the Agent), and such Bank's 
obligation to make or renew Eurocurrency Loans and to convert 
other types of Loans into Eurocurrency Loans or to make Loans 
denominated in such Alternative Currency hereunder shall be 
suspended until such time as such Bank may again make, renew, or 
convert and maintain such affected Loans and such Bank's 
outstanding Eurocurrency Loans or Alternative Currency Loans, as 
the case may be, shall be converted in accordance with Section 
3.4.

     Section 3.4.  Certain Conversions pursuant to Sections 3.1 
and 3.3.  If the Loans of any Bank of a particular type (Loans of 
such type being herein called "Affected Type" or "Affected 
Loans") are to be converted pursuant to Section 3.1 or 3.3,
such Bank's Affected Loans shall be automatically converted into 
Variable Rate Loans (and in the case of Loans denominated in an 
Alternative Currency, to Variable Rate Loans denominated in 
Dollars in the Dollar Equivalent amount) on the last day(s) of 
the then current Interest Period(s) for the Affected Loans or, in 
the case of a conversion required by Section 3.1(b) or 3.3, on 
such earlier date as such Bank may specify to the Company with a 
copy to the Agent) and, unless and until such Bank gives notice 
as provided below that the circumstances specified in Section 
3.1 or 3.3 which gave rise to such conversion no longer exist:

(a)  to the extent that such Bank's Affected Loans have been 
converted into Variable Rate Loans, all payments and prepayments 
of principal which would otherwise be applied to such Bank's 
Affected Loans shall be applied instead to its Variable Rate 
Loans; and

(b)  all Loans which would otherwise be made or renewed by such 
Bank as Loans of the Affected Type shall be made instead as 
Variable Rate Loans and all Loans of such Bank which would 
otherwise be converted into Loans of the Affected Type shall be 
converted instead into (or shall remain as) Variable Rate Loans; 
and

(c)  if Loans of other Banks of the Affected Type are 
subsequently converted into Loans of another type (other than 
Variable Rate Loans), such Bank's Variable Rate Loans shall be 
automatically converted on the conversion date into Loans of such 
other type to the extent necessary so that, after giving effect 
thereto, all Loans held by such Bank and the Banks whose Loans 
are so converted are held pro rata (as to principal amounts, 
types and Interest Periods) in accordance with their respective 
Commitments or Acquisition Commitments, as applicable.

If such Bank gives notice to the Company (with a copy to the 
Agent) that the circumstances specified in Section 3.1 or 3.3
which gave rise to the conversion of such Bank's Affected Loans 
pursuant to this Section 3.4 no longer exist (which such Bank 
agrees to do promptly upon such circumstances ceasing to exist) 
at a time when Loans of the Affected Type are outstanding, such 
Bank's Variable Rate Loans shall be automatically converted, on 
the first day(s) of the next succeeding Interest Period(s) for 
such outstanding Loans of the Affected Type to the extent 
necessary so that, after giving effect thereto, all Loans held by 
the Banks holding Loans of the Affected Type and by such Bank are 
held pro rata (as to principal amounts, types and Interest 
Periods) in accordance with their respective Commitments or 
Acquisition Commitments, as applicable.

     Section 3.5.  Certain Compensation.  The Company shall pay 
to the Agent for the account of each Bank, upon the request of 
such Bank through the Agent, such amount or amounts as shall be 
sufficient (in the reasonable opinion of such Bank) to compensate 
it for any loss, cost or expense which such Bank determines is 
attributable to:

(a)  any payment, prepayment, conversion or renewal of a 
Eurocurrency Loan made by such Bank on a date other than the last 
day of an Interest Period for such Loan (whether by reason of 
acceleration or otherwise); or

(b)  any failure by the Borrower to borrow, convert into or renew 
a Eurocurrency Loan to be made, converted into or renewed by such 
Bank on the date specified therefor in the relevant notice under 
Section 2.9, 2.10 or 2.11, as the case may be.

Without limiting the foregoing provisions of this Section 3.5, 
such compensation shall include any losses (including loss of 
anticipated profits), costs or expenses arising from converting 
Loans denominated in an Alternative Currency to the Dollar 
Equivalent on the day of payment, prepayment, conversion or 
renewal or incurred by reason of liquidation or reemployment of 
deposits or other funds acquired by any Bank to fund or maintain 
any prepaid principal amount at the yield being earned prior to 
such prepayment.  A determination by any Bank as to the amounts 
payable pursuant to this Section 3.5 shall be conclusive 
absent manifest error.

     Section 3.6.  Indemnification for Taxes.  (a) All payments 
hereunder and under any of the Facility Documents (including 
payments on account of principal and interest and fees) shall be 
made by the Borrowers without deduction or withholding for or on 
account of any present or future tax, duty, levy, impost, 
assessment or other governmental charge imposed by any 
jurisdiction ("Taxes").  If a Borrower is required by law to make 
ny deduction or withholding of any Taxes from any payment due 
hereunder or under any of the Facility Documents, then the amount 
payable will be increased to such amount which, after deduction 
from such increased amount of all Taxes required to be withheld 
or deducted therefrom, will not be less than the amount due and 
payable hereunder had no such deduction or withholding been 
required. Notwithstanding the foregoing, Taxes shall not include, 
and no such additional amounts shall be payable in respect of:

     (i)  any tax imposed on the overall net income of the 
Lending Office of any Bank in respect of which the relevant 
payment is made to the jurisdiction in which such Bank is 
organized, in which such Bank's Lending Office is located or in 
which such Bank is managed and controlled; or

          (ii)  any such deduction or withholding which would not 
have been required to be so deducted or withheld if the Bank to 
which such payment was made had at the date of payment been 
either:

               (A)  a Bank carrying on a bona fide banking 
business in the United Kingdom recognized by the Inland Revenue 
Service and bringing the interest payable hereunder into account 
as a trading receipt of such business; or

     (B)  resident in a country with which the United Kingdom has 
an appropriate Double Taxation Treaty giving exemption from 
United Kingdom taxation on interest and had any necessary 
application thereunder been made

(except that this Section 3.6(a)(ii) shall not operate to prevent 
a Bank receiving such additional amounts to the extent that such 
amounts become payable solely as a result of any revocation or 
repeal of, or any change in, or any published change in the 
interpretation or application of, any relevant law or the 
practice of the Inland Revenue Service or the provisions 
of a double taxation treaty since the date of this Agreement).

     (b)  If any additional amounts shall become payable pursuant 
to Section 3.6(a), the applicable Borrower and the Bank concerned 
will discuss in good faith with a view to determining whether any 
means (not being detrimental in the opinion of such Bank to any 
of such Bank's interests) exist or may be implemented by which 
such amounts may lawfully be mitigated or reduced, (or such Bank 
be compensated in some other way) so as to leave such Bank in the 
same position in which such Bank would have been had such Taxes 
not been payable.

     (c)  If any Borrower makes any payment hereunder in respect 
of which such Borrower is required by law to make any deduction 
or withholding of any Taxes, such Borrower shall pay the full 
amount to be deducted or withheld to the relevant taxation or 
other authority within the time allowed for such payment under 
applicable law and shall deliver to the Banks as soon as 
practicable after it has made such payment to the applicable 
authority a receipt issued by such authority or a statement of 
the Borrower confirming the payment to such authority of all 
amounts so required to be deducted or withheld from such payment.

     (d)  Without prejudice to the provisions of Section 3.6(a),
if any Bank, or the Agent on its behalf, is required by law to 
make any payment on account of Taxes (other than those referred 
to in Section 3.6(a)(i) above) on or in relation to any sum 
received or receivable hereunder or under any of the Facility 
Documents by such Bank, or the Agent on its behalf, or any 
liability for such Taxes in respect of any such payment is 
imposed, levied or assessed against any Bank, or the Agent on its 
behalf, the Borrowers will promptly indemnify such person against 
such Tax payment or liability, together with any interest, 
penalties and expenses (including counsel fees and expenses) 
payable or incurred in connection therewith, including 
any such Tax on any Bank arising by virtue of payments under this 
Section 3.6(d), computed in a manner consistent with Section 
3.6(a).  A certificate as to the amount of such payment by such 
Bank, or the Agent on its behalf, absent manifest error, shall be 
final, conclusive and binding for all purposes.

     Section 3.7.  Partial Defeasance.  If the Company shall 
become obligated to make any payment to any Bank under this 
Article 3 or any Bank shall be excused from performing by the 
provisions of Article 3, then the Company shall have the right, 
on giving to the Agent and such Bank not less than thirty (30) 
days prior written notice, to prepay in full, without penalty or 
premium, the outstanding principal amount of the Loans held by 
such Bank, together with interest accrued thereon to the date of 
such prepayment plus any Additional Costs required to be paid 
pursuant to this Article 3.  Such prepayment shall terminate the 
Commitment or Acquisition Commitment of each Bank whose Loans are 
prepaid, and the other Banks shall be under no obligation to 
increase their respective Commitments or Acquisition Commitments 
to cover such terminated Commitment or Acquisition Commitment, as 
applicable; provided that the other Banks shall be deemed to have 
increased their pro-rata participation (determined in accordance 
with their respective Commitments) in outstanding Letters of 
Credit by the participation amount previously held by each Bank 
whose Loans are prepaid.


ARTICLE 4.  CONDITIONS PRECEDENT

     Section 4.1.  Initial Conditions Precedent to the Revolving 
Loans, the Term Loans and the Letters of Credit.  The obligations 
of the Banks to make the Revolving Loans pursuant to the initial 
Borrowing Request, to advance the Term Loan on the Funding Date 
or to issue a Letter of Credit on the Closing Date are subject to 
satisfaction of the following conditions precedent on the Funding 
Date:

     (a)  this Agreement in form and substance satisfactory to 
the Agent and its counsel shall have been duly executed and 
delivered to the Agent by the Company and MacDermid Imaging;

     (b)  the Notes shall have been duly executed and delivered 
to the Agent by the applicable Borrowers;

     (c)  the Agent shall have received Certificates of duly 
authorized officers of the Company and MacDermid Imaging 
certifying that the following statements shall be true as of the 
Funding Date:

(I)  the representations and warranties contained in Article 5,
and in the case of a Borrowing by an Eligible Subsidiary, Section 
4.5, and the representations and warranties made by the 
Guarantors in Section 5 of the Guaranty, are true and correct in 
all material respects on and as of the date of such Loans or the 
issuance of such Letter of Credit as though made on and as of 
such date (unless they specifically related to an earlier date); 
and

(ii) no Default or Event of Default has occurred and is 
continuing, or would result from such Loans or the issuance of 
such Letter of Credit; and

     (d)  an Authorization Letter in form and substance 
satisfactory to the Agent and its counsel shall have been duly 
executed and delivered to the Agent by each of the Company, 
MacDermid Imaging and as applicable, any Eligible Subsidiary;

     (e)  the Guaranty, in form and substance satisfactory to the 
Agent and its counsel shall have been duly executed and delivered 
to the Agent by the Guarantors;

     (f)  all amounts outstanding under the Existing Credit 
Facility shall have been repaid, including any fees and expenses 
with respect thereto;

     (g)  a certificate of the Secretary or Assistant Secretary 
of each of the Company and MacDermid Imaging, dated the Funding 
Date, shall have been delivered to the Agent attesting to all 
corporate action taken by the Company and MacDermid Imaging, 
including resolutions adopted by their respective Boards of 
Directors authorizing the execution, delivery and performance of 
the Facility Documents and each other document to be delivered 
pursuant to this Agreement and certifying the names and true 
signatures of the officers of the Company and MacDermid Imaging, 
authorized to sign the Facility Documents and the other documents 
to be delivered by the Company and MacDermid Imaging, under this 
Agreement;

     (h)  a favorable opinion of counsel for the Company and 
MacDermid Imaging dated the Funding Date, in substantially the 
form of Exhibit E and as to such other matters as the Agent may 
reasonably request shall have been delivered to the Agent;

     (I)  the audited financial statements of the Company and its 
Consolidated Subsidiaries for the fiscal year ending March 31, 
1996 shall have been delivered to the Agent; and

     (j)  the Agent shall have received such other certificates, 
opinions and information as the Agent shall reasonably request.

     Section 4.2.  Subsequent Revolving Loans, Acquisition Loans 
or Letters of Credit.  The obligations of the Banks to make Loans 
(other than renewals of Eurocurrency Loans pursuant to Section 
2.11) pursuant to any subsequent Borrowing Request or to issue 
any Letter of Credit after the Funding Date shall be subject to 
satisfaction of the following conditions precedent:

     (a)  from and after the Closing Date no material adverse 
change which would be reasonably likely to result in a Default or 
an Event of Default shall have occurred in the business, 
financial position or results of operation of the Company and its 
Consolidated Subsidiaries, taken as a whole; and


     (b)  the statements in Section 4.1(c) shall be true and 
correct as of such date.

     Section 4.3.  Deemed Representations.  Each Borrowing 
Request hereunder and each acceptance by the Company or any 
Eligible Subsidiary of the proceeds of such Borrowing or 
Borrowings and each request for issuance of a Letter of Credit 
shall constitute a representation and warranty that the 
statements contained in Section 4.2 are true and correct both on 
the date of such notice and, unless the Borrower otherwise 
notifies the Agent prior to such Borrowing, as of the date of 
such Borrowing or issuance of a Letter of Credit.

     Section 4.4.  First Borrowing by Each Eligible Subsidiary. 
The obligation of each Bank to make a Loan or issue a Letter of 
Credit on the occasion of the first Borrowing Request or request 
for issuance of a Letter of Credit by each Eligible Subsidiary is 
subject to the satisfaction of the following further conditions:

     (a)  receipt by the Agent for the account of each Bank of a 
duly executed Revolving Note of such Eligible Subsidiary dated on 
or before the date of such Borrowing complying with the 
provisions of Section 2.6;

     (b)  receipt by the Agent of an Authorization Letter duly 
executed by the Eligible Subsidiary;

     (c)  receipt by the Agent of an Election to Participate duly 
executed by the Eligible Subsidiary;

     (d)  receipt by the Agent of the Guaranty duly executed by 
the Eligible Subsidiary;

     (e)  receipt by the Agent of an opinion of counsel for such 
Eligible Subsidiary acceptable to the Agent, substantially in the 
form of Exhibit F and covering such additional matters relating 
to the transactions contemplated hereby as the Required Banks may 
reasonably request;

     (f)  receipt by the Agent of all documents which it may 
reasonably request relating to the existence of such Eligible 
Subsidiary, the corporate authority for and the validity of this 
Agreement, the Authorization Letter, the Election to Participate 
and the Notes of such Eligible Subsidiary, and any other matters 
relevant thereto, all in form and substance satisfactory to the 
Agent; and

     (g)  the representations and warranties contained in Section 
4.5 shall be true and correct on and as of the date of such 
Borrowing as though made on and as of such date, and no Default 
or Event of Default shall have occurred and be continuing, or 
would result from such Loans.

     The opinion referred to in Section 4.4(e) above shall be 
dated no more than five Banking Days before the date of the first 
Borrowing by such Eligible Subsidiary hereunder.

     Section 4.5.  Representations of Eligible Subsidiaries.  
Each Eligible Subsidiary shall be deemed by the execution and 
delivery of its Election to Participate to have represented and 
warranted as of the date thereof that:

     (a)  It is a corporation duly incorporated, validly existing 
and in good standing under the laws of its jurisdiction of 
incorporation and is a Wholly-Owned Consolidated Subsidiary of 
the Company.

     (b)  The execution and delivery by it of its Authorization 
Letter, its Election to Participate, the Guaranty and its Notes, 
and the performance by it of this Agreement, the Guaranty and its 
Notes are within its corporate powers; have been duly authorized 
by all necessary corporate action; require no action by or in 
respect of, or filing with, any governmental body, agency or 
official; do not contravene, or constitute a default under, any 
provision of any applicable law or regulation or of its 
certificate of incorporation or by-laws or of any agreement, 
judgment, injunction, order, decree or other instrument binding 
upon the Company or such Eligible Subsidiary; and will not result 
in the creation or imposition of any Lien on any asset of the 
Company or any of its Subsidiaries.

     (c)  This Agreement and the Guaranty constitutes a legal, 
valid and binding obligation of such Eligible Subsidiary, and its 
Notes, when executed and delivered in accordance with this 
Agreement, will constitute the legal, valid and binding 
obligation of such Eligible Subsidiary, and each of this 
Agreement, the Guaranty and its Notes is enforceable against such 
Eligible Subsidiary in accordance with its terms except to the 
extent that such enforcement may be limited by applicable 
bankruptcy, insolvency or other similar laws affecting creditors' 
rights generally.

     (d)  Except as disclosed in such Election to Participate, 
there is no income, stamp or other tax of any country, or any 
taxing authority thereof or therein, in the nature of withholding 
or otherwise, which is imposed on any payment to be made by such 
Eligible Subsidiary pursuant hereto or on any of its Notes, or is 
imposed on or by virtue of the execution, delivery, performance 
or enforcement of its Election to Participate or any of its 
Notes.

     Section 4.6. Conditions Precedent to Acquisition Loan 
Borrowings.  The obligations of the Banks to make the initial 
Acquisition Loans with respect to any Acquisition pursuant to a 
Borrowing Request with respect thereto are subject to the 
following conditions precedent on the Acquisition Closing Date:

     (a)  The Borrowers shall have provided to the Agent (i) 
audited financial statements of the entity proposed to be 
acquired; (ii) evidence that the entity proposed to be acquired 
complies in all material respects with all foreign and U.S. 
federal, state and local laws, including but not limited to 
Environmental Laws and ERISA; (iii) all documents relating to the 
proposed Acquisition, including documents reasonably requested by 
the Agent for purposes of due diligence with respect to the 
Acquisition, and (iv) such other documents and information as the 
Agent shall reasonably request, all of which shall be reasonably 
satisfactory to the Agent in its sole discretion.

     (b)  The Agent shall have received a Certificate of a duly 
authorized officer of the Company certifying that the following 
statements shall be true as of the Acquisition Closing Date:

(I)  the representations and warranties contained in Article 5 
hereof, and the representations and warranties made by the 
Guarantors in Section 5 of the Guaranty, are true and correct in 
all material respects on and as of the date of such Acquisition 
Loans as though made on and as of such date (unless they 
specifically related to an earlier date); and 

(ii) no Default or Event of Default has occurred and is 
continuing under the Credit Agreement, or would result from the 
extension of the Acquisition Loans; and

     (c)  No event shall have occurred since March 31, 1996 (and 
the Agent shall not have become aware of conditions) which the 
Agent or any Bank reasonably determines could have a material 
adverse effect on the (i) operations, assets or prospects of the 
Company (including the entity being acquired), taken as a whole 
or (ii) any Borrower's ability to meet its obligations under any 
Facility Document; and

     (d)  The Agent shall have received such other certificates, 
opinions with respect to the consummation of the transactions 
contemplated by such Acquisition and such other matters and the 
Agent may reasonably request and such other information as the 
Agent shall reasonably request all of which shall be satisfactory 
to the Agent in its sole discretion.


ARTICLE 5.  REPRESENTATIONS AND WARRANTIES

     Each of the Company, as to itself and its Subsidiaries, and 
MacDermid Imaging, as to itself, hereby represents and warrants 
that:

     Section 5.1.  Incorporation, Good Standing and Due 
Qualification.  Each of the Company, MacDermid Imaging and the 
Company's Subsidiaries is duly incorporated, validly existing and 
in good standing under the laws of the jurisdiction of its 
incorporation, has the corporate power and authority to own its 
assets and to transact the business in which it is now engaged, 
and is duly qualified as a foreign corporation and in good 
standing under the laws of each other jurisdiction in which such 
qualification is required except where failure to be so qualified 
would not have a material adverse effect on the Company's 
business as a whole or its properties, condition (financial or 
otherwise) or operation.

     Section 5.2.  Corporate Power and Authority; No Conflicts.  
The execution, delivery and performance by each of the Company, 
MacDermid Imaging and each of the Guarantors of the Facility 
Documents to which it is a party have been duly authorized by all 
necessary corporate action and do not and will not:  (a) require 
any consent or approval of its stockholders; (b) contravene its 
charter or by-laws; (c) violate any provision of, or require any 
filing (except for the filing of this Agreement with the 
Securities and Exchange Commission and the New York Stock 
Exchange), registration, consent or approval under, any law, 
rule, regulation (including Regulation U), order, writ, judgment, 
injunction, decree, determination or award presently in effect 
having applicability to the Company or any of its Subsidiaries or 
affiliates; (d) result in a breach of, or constitute a default or 
require any consent (except for those consents which have been 
obtained) under, any indenture or loan or credit agreement or any 
other agreement, lease or instrument to which any Borrower is a 
party or by which it or its properties may be bound; (e) result 
in, or require, the creation or imposition of any Lien upon or 
with respect to any of the properties now owned or hereafter 
acquired by the Company or any of its Subsidiaries; or (f) cause 
the Company (or any Subsidiary or affiliate, as the case may be) 
to be in default under any law, rule, regulation, order, writ, 
judgment, injunction, decree, determination or award or any such 
indenture, agreement, lease or instrument.

     Section 5.3.  Legally Enforceable Agreements.  Each Facility 
Document to which the Company, MacDermid Imaging or any Eligible 
Subsidiary is a party is, or when delivered under this Agreement 
will be, a legal, valid and binding obligation of the Company, 
MacDermid Imaging, or such Eligible Subsidiary, as applicable, 
enforceable against the Company, MacDermid Imaging or such 
Eligible Subsidiary, as applicable, in accordance with its terms, 
except to the extent that such enforcement may be limited by 
applicable bankruptcy, insolvency and other similar laws 
affecting creditors' rights generally.

     Section 5.4.  Litigation.  Except as disclosed on Schedule 
III, there are no actions, suits or proceedings pending or, to 
the knowledge of the Company or MacDermid Imaging, threatened, 
against or affecting the Company or any of its Subsidiaries 
before any court, governmental agency or arbitrator, which, in 
any one case or in the aggregate, would have a reasonable 
likelihood of having a material adverse effect on the financial 
condition, operations, properties or business of the Company and 
its Subsidiaries as taken as a whole or the ability of the 
Company, MacDermid Imaging or any Eligible Subsidiary to perform 
its obligation under the Facility Documents.

     Section 5.5.  Financial Statements; SEC Filings.  The 
consolidated balance sheet of the Company and its Consolidated 
Subsidiaries as at March 31, 1996, and the related consolidated 
statements of income and statements of cash flows and changes in 
stockholders' equity of the Company and its Consolidated 
Subsidiaries for the fiscal year then ended, and the accompanying 
footnotes, together with the opinion thereon, of KPMG Peat 
Marwick LLP, independent certified public accountants, a copy of 
which has been furnished to the Agent, are complete and correct 
and fairly present the financial condition of the Company and its 
Consolidated Subsidiaries as at such date and the results of the 
operations of the Company and its Consolidated Subsidiaries for 
the periods covered by such statements, all in accordance with 
generally accepted accounting principles.  Since March 31, 1996, 
there has been no material adverse change in the business, 
financial position or results of operations of the Company and 
its Subsidiaries.  The Company has timely made all filings 
required of it with the Securities and Exchange Commission and is 
in material compliance with all securities laws applicable to it.

     Section 5.6.  Taxes.  Each of the Company and its 
Subsidiaries has filed all United States Federal income tax 
returns and all other material tax returns required to be filed 
and has paid all taxes, assessments and governmental charges and 
levies shown thereon to be due, including interest and penalties, 
except for those which are being contested in good faith and by 
appropriate proceedings diligently conducted.  The federal income 
tax liability of the Company and its Subsidiaries has been 
audited by the Internal Revenue Service and has been finally 
determined and satisfied for all taxable years up to and 
including the taxable year ended March 31, 1988.  The charges, 
accruals and reserves on the books of the Company and its 
Subsidiaries with respect to taxes or other governmental charges 
are adequate in the opinion of the Company.

     Section 5.7.  ERISA.  Each member of the ERISA Group has 
fulfilled its obligations under the minimum funding standards of 
ERISA and the Code with respect to each Plan and is in compliance 
in all material respects with the presently applicable provisions 
of ERISA and the Code with respect to each Plan.  No member of 
the ERISA Group has (a) sought a waiver of the minimum funding 
standard under Section 412 of the Code in respect of any Plan, 
(b) failed to make any contribution or payment to any Plan or 
Multiemployer Plan or in respect of any Benefit Arrangement, or 
made any amendment to any Plan or Benefit Arrangement, which has 
resulted or could result in the imposition of a Lien or the 
posting of a bond or other security under ERISA or the Code or 
(c) incurred any liability under Title IV of ERISA other than a 
liability to the PBGC for premiums under Section 4007 of ERISA.

     Section 5.8.  Subsidiaries and Ownership of Stock.  
Schedule I is a complete and accurate list of Subsidiaries of the 
Company as of the date hereof, showing the jurisdiction of 
incorporation or organization of each Subsidiary and showing the 
percentage of the Company's ownership of the outstanding capital 
stock or other ownership interest of each such Subsidiary. Except 
as set forth on Schedule I, all of the outstanding capital stock 
or other ownership interest of each such Subsidiary has been 
validly issued, is fully paid and nonassessable and if owned by 
the Company is free and clear of all Liens.

     Section 5.9.  Credit Arrangements.  As of March 31, 1996, 
Schedule II is a complete and correct list of all Debt of the 
Company and its Subsidiaries outstanding pursuant to which the 
Company or its Subsidiaries are or may be, in any manner, 
directly or contingently, obligated in an amount equal to or 
greater than $1,000,000 and all Liens existing securing Debt 
outstanding.  Except as set forth on Schedule II, there has been 
no material change in the amount of Debt outstanding of the 
Company and its Subsidiaries since March 31, 1996.

     Section 5.10.  No Default on Outstanding Judgments or 
Orders.  Each of the Company and its Subsidiaries has satisfied 
all material judgments, and neither the Company nor any of its 
Subsidiaries is in default with respect to any material judgment, 
writ, injunction, decree, rule or regulation of any court, 
arbitrator or federal, state, municipal or other governmental 
authority, commission, board, bureau, agency or instrumentality, 
domestic or foreign.

     Section 5.11.  Governmental Regulation.  Neither the Company 
nor any of its Subsidiaries is a "holding company" or a "public 
utility" within the meaning of the Public Utility Holding Company 
Act of 1935, or an "investment company" or a company "controlled" 
by an "investment company" within the meaning of the Investment 
Company Act of 1940, as amended, or an "investment advisor" 
within the meaning of the Investment Advisors Act of 1940, as 
amended.

     Section 5.12.  Environmental Matters.  Except as disclosed 
in Schedule V, each of the Company and its Subsidiaries is in 
compliance with all applicable Environmental Laws, and neither 
the Company nor any of its Subsidiaries has any fixed or 
contingent liability under any Environmental Law applicable to 
the business, operations or properties of the Company or any of 
its Subsidiaries (for purposes of this Section 5.12 "liabilities" 
shall include liabilities for any capital or operating 
expenditures required for clean-up or closure of properties 
presently or previously owned, any capital or operating 
expenditures required to achieve or maintain compliance 
with environmental protection standards imposed by law or as a 
condition of any license, permit or contract, any related 
constraints on operating activities, including any losses or 
expenses relating to periodic or permanent shutdown of any 
facility or reduction in the level of or change in the nature of 
operations conducted thereat, any costs or liabilities in 
connection with off-site disposal of wastes or Hazardous 
Substances, and any actual or potential liabilities to third 
parties, including employees, and any related costs and 
expenses), except in each case where the amount of the 
liabilities associated with such noncompliance and the amount of 
such fixed or contingent liabilities does not exceed in the 
aggregate $5,000,000.  For purposes of determining the liability 
of the Company and its Subsidiaries with respect to any remedial 
obligation imposed pursuant to the Comprehensive Environmental 
Response Compensation and Liability Act, as amended, or other 
similar laws, whether state or federal, the Company and the Banks 
shall take account of the contribution obligations of other 
potentially responsible parties associated with such remedial 
obligation.

     Section 5.13.  Margin Stock.  As of the Closing Date, the 
fair market value of all margin stock (as defined in Regulation 
U, 12 CFR Section 221.2(h)) owned by the Company and its 
Subsidiaries does not exceed $150,000 (not including any shares 
of the Company's Common Stock held in the MacDermid, Incorporated 
Employee Pension Plan, the MacDermid, Incorporated Employees 
Profit Sharing Plan and the MacDermid, Incorporated Employee 
Stock Ownership Plan and 1,527,450 shares of Common Stock held in 
the Company's treasury as of the date hereof).

     Section 5.14.  Full Disclosure.  All information heretofore 
furnished by the Company or any of its Subsidiaries to the Agent 
or any Bank for purposes of or in connection with this Agreement 
or any transaction contemplated hereby is, and all such 
information hereafter furnished by the Company to the Agent or 
any Bank will be, true and accurate in all material respects on 
the date as of which such information is stated or certified 
(provided that the representation and warranty of the Company in 
this Section 5.14, as it applies to information regarding the 
Electronics and Printing Division of Hercules Incorporated 
furnished prior to December 5, 1995, is limited to the extent of 
the representations and warranties of Hercules Incorporated as to 
truth and accuracy contained in the Purchase Agreement).  The 
Company has disclosed to the Banks in writing any and all facts, 
other than general economic conditions, which materially and 
adversely affect or may affect (to the extent the Company can now 
reasonably foresee) the business, operations or financial 
condition of the Company and its Subsidiaries, taken as 
a whole, or the ability of the Company or any of its Subsidiaries 
to perform their respective obligations under this Agreement or 
any Note.


ARTICLE 6.  AFFIRMATIVE COVENANTS

     So long as any of the Notes shall remain unpaid, any amounts 
shall be owing hereunder by any Borrower, or any Bank shall have 
any Commitment or Acquisition Commitment under this Agreement, 
the Company shall comply with the following covenants:

     Section 6.1.  Reporting Requirements.  The Company shall 
furnish directly to the Agent:

     (a)  as soon as available and in any event within 90 days 
after the end of each fiscal year of the Company, a consolidated 
and consolidating balance sheet of the Company and its 
Consolidated Subsidiaries as of the end of such fiscal year and 
the related consolidated and consolidating statements of income 
and consolidated statements of cash flows and changes in 
stockholders' equity of the Company and its Consolidated 
Subsidiaries for such fiscal year, all in reasonable detail and 
stating in comparative form the respective consolidated and 
consolidating figures for the corresponding date and period in 
the prior fiscal year and (i) in the case of the consolidated 
statements, all reported on in a manner acceptable to the 
Securities and Exchange Commission by KPMG Peat Marwick LLP or 
other independent public accountants of nationally recognized 
standing, and (ii) in the case of consolidating statements, all 
certified as to fairness of presentation, compliance with 
generally accepted accounting principles and consistency by the 
chief financial officer of the Company;

     (b)  as soon as available and in any event within 60 days 
after the end of each of the first three quarters of each fiscal 
year of the Company, a consolidated and consolidating balance 
sheet of the Company and its Consolidated Subsidiaries as of the 
end of such quarter and the related consolidated and 
consolidating statements of income and consolidated statements of 
cash flows and changes in stockholders' equity of the Company and 
its Consolidated Subsidiaries for such quarter and for the period 
commencing at the end of the previous fiscal year and ending with 
the end of such quarter, all in reasonable detail and stating in 
comparative form the respective consolidated figures for the 
corresponding quarter and the corresponding year-to-date period 
in the previous fiscal year, and certified by the chief financial 
officer of the Company (subject to year end adjustments and the 
omission of notes permitted by the applicable regulations of the 
Securities and Exchange Commission to be excluded from quarterly 
reports filed on Form 10-Q) as to fairness of presentation, 
compliance with generally accepted accounting principles and 
consistency;

     (c)  simultaneously with the delivery of each set of 
financial statements referred to in Sections 6.1(a) and 6.1(b) 
above, a certificate of the chief financial officer of the 
Company (i) setting forth in reasonable detail the calculations 
required to establish whether the Company was in compliance with 
the requirements of Sections 7.1 through 7.4, inclusive, and 
Sections 7.6, 8.1, and 8.3 on the date of such financial 
statements, (ii) certifying as to the ratio for the twelve-month 
period then ending of the Debt of the Company and its 
Consolidated Subsidiaries on a consolidated basis to its 
Consolidated EBITDA for such period, and (iii) stating 
whether any Default or Event of Default exists on the date of 
such certificate and, if any Default or Event of Default then 
exists, setting forth the details thereof and the action which 
the Company is taking or proposes to take with respect thereto;

     (d)  within ten days after any officer of the Company 
obtains knowledge of any Default, if such Default is then 
continuing, a certificate of the chief financial officer of the 
Company setting forth the details thereof and the action which 
the Company is taking or proposes to take with respect thereto;

     (e)  promptly upon the mailing thereof to the shareholders 
of the Company generally, copies of all financial statements, 
reports and proxy statements so mailed;

     (f)  promptly upon the filing thereof, copies of all 
registration statements (other than the exhibits thereto and any 
registration statements on Form S-8 or its equivalent) and 
reports on Forms 10-K, 10-Q and 8-K (or their equivalents) which 
the Company shall file with the Securities and Exchange 
Commission;

     (g)  if and when any member of the ERISA Group (i) gives or 
is required to give notice to the PBGC of any "reportable event" 
(as defined in Section 4043 of ERISA) with respect to any Plan 
which might constitute grounds for a termination of such Plan 
under Title IV of ERISA, or knows that the Plan administrator of 
any Plan has given or is required to give notice of any such 
reportable event to the PBGC, a copy of such notice; (ii) 
receives notice of complete or partial withdrawal liability under 
Title IV of ERISA or notice that any Multiemployer Plan is in 
reorganization, is insolvent or has been terminated, a copy of 
such notice; (iii) receives notice from the PBGC under Title IV 
of ERISA of an intent to terminate, impose liability (other than 
for premiums under Section 4007 of ERISA) in respect of, or 
appoint a trustee to administer any Plan, a copy of such notice; 
(iv) applies for a waiver of the minimum funding standard under 
Section 412 of the Code, a copy of such application; (v) gives 
notice of intent to terminate any Plan under Section 4041(c) of 
ERISA, a copy of such notice and other information filed with the 
PBGC; (vi) gives notice of withdrawal from any Plan pursuant to 
Section 4063 of ERISA, a copy of such notice; or (vii) fails to 
make any payment or contribution to any Plan or Multiemployer 
Plan or in respect of any Benefit Arrangement or makes any 
amendment to any Plan or Benefit Arrangement which has resulted 
or could result in the imposition of a Lien or the posting of a 
bond or other security, a certificate of the chief financial 
officer of the Company setting forth details as to such 
occurrence and action, if any, which any member of the ERISA 
Group is required or proposes to take;

     (h)  promptly after the commencement thereof, notice of all 
actions, suits and proceedings before any court or governmental 
department, commission, board, bureau, agency or instrumentality, 
domestic or foreign, affecting the Company or any of its 
Subsidiaries which have a reasonable likelihood of a material 
adverse effect on the financial condition, properties, or 
operations of the Company and its Subsidiaries taken as a whole;

     (I)  If, at any time, the Company shall become aware or have 
reasonable cause to believe (i) that Hazardous Substances or 
solid wastes have been released, or have otherwise come to be 
located, on or in or have begun to affect any real property owned 
or leased by the Company or any Subsidiary or that any liability 
arising out of the violation of any Environmental Laws has 
arisen, including liability for off-site environmental 
conditions, or (ii) that a notice has been received from any 
governmental body or other party seeking any information or 
alleging any violation of any Environmental Laws or alleging any 
liability with regard to any real property owned or leased by the 
Company or any Subsidiary or off-site environmental conditions, 
in either case which may materially impair the Borrowers' ability 
to meet their obligations under the Facility Documents, the 
Company shall promptly give notice of that event to the Agent; 
and

     (j)  such other information respecting the condition or 
operations, financial or otherwise, of the Company or any of its 
Subsidiaries as the Agent or any Bank may from time to time 
reasonably request.

     Section 6.2.  Payment of Obligations.  The Company will pay 
and discharge, and will cause each Subsidiary to pay and 
discharge, at or before maturity or in accordance with the 
Company's customary trade practices, all their respective 
material obligations and liabilities, including tax liabilities, 
except where the same may be contested in good faith by 
appropriate proceedings, and will maintain, and will cause each 
Subsidiary to maintain, in accordance with generally accepted 
accounting principles, appropriate reserves for the accrual of 
any of the same.

     Section 6.3.  Maintenance of Property; Insurance.  (a) The 
Company will maintain, and will cause each Subsidiary to 
maintain, all property useful and necessary in its business in 
good working order and condition, ordinary wear and tear 
excepted.

     (b)  To the extent that insurance is reasonably available to 
the Company and its Subsidiaries at a price comparable to the 
price paid by other Persons in the same or similar types of 
business conducted by the Company and such Subsidiary, the 
Company will, and will cause each of its Subsidiaries to, 
maintain (either in the name of the Company or in such 
Subsidiary's own name) with financially sound and responsible 
insurance companies, insurance on all their respective properties 
in at least such amounts and against at least such risks (and 
with such risk retention) as are (i) insured against under the 
policies of insurance of the Company and its Subsidiaries set 
forth on the schedule previously provided by the Company to the 
Banks or (ii) usually insured against in the same general area by 
companies of established repute engaged in the same or a similar 
business; and will furnish to the Banks, upon request from the 
Agent, information presented in reasonable detail as to the 
insurance so carried.  To the extent such insurance is not 
obtained, the Company will adopt, in lieu of or supplemental to 
such insurance, such other plan or method of protection, whether 
by the establishment of an insurance fund or a reserve to be held 
and applied to casualty losses, or otherwise, satisfactory to the 
Banks and conforming to the practices of similar corporations 
self-insurance.

     Section 6.4.  Conduct of Business and Maintenance of
Existence.  The Company will continue, and will cause each 
Subsidiary to continue, to engage in business of the same general 
type as now conducted by the Company and its Subsidiaries (i.e., 
the business of specialty chemicals and related equipment), and 
will preserve, renew and keep in full force and effect, and will 
cause each Subsidiary to preserve, renew and keep in full force 
and effect their respective corporate existence and their 
respective permits, licenses, certifications, approvals, rights, 
privileges and franchises necessary or desirable in the normal 
conduct of business; provided that nothing in this Section 6.4 
shall prohibit (a) the merger or consolidation of a Subsidiary 
with or into another Person if the corporation surviving such 
consolidation or merger is a Wholly-Owned Subsidiary or the 
merger of a Subsidiary into the Company if, in each case, after 
giving effect thereto, no Default shall have occurred and be 
continuing, or (b) the termination of the corporate existence of 
any Subsidiary if (i) such termination is not materially 
disadvantageous to the Banks and the Company in good faith 
determines that such termination is in the best interest of the 
Company or (ii) such termination is in compliance with clause 
(ii) of the proviso in Section 7.5.

     Section 6.5.  Compliance with Laws.  The Company will 
comply, and will cause each Subsidiary to comply, in all material 
respects with all applicable laws, ordinances, rules, regulations 
and requirements of governmental authorities (including 
Environmental Laws and ERISA and the rules and regulations 
thereunder), whether foreign or domestic, except (a) where the 
necessity of compliance therewith is contested in good faith by 
appropriate proceedings and appropriate reserves are maintained 
and (b) where failure to comply with such law, ordinance, rules, 
regulation or requirement would not have a material adverse 
effect on the financial condition of the Company and its 
subsidiaries taken as a whole.

     Section 6.6.  Inspection of Property, Books and Records.  
The Company will keep, and will cause each Subsidiary to keep, 
proper books of record and account in which materially full, true 
and correct entries shall be made of all dealings and 
transactions in relation to its business and activities; and will 
permit, and will cause each Subsidiary to permit, representatives 
of any Bank to visit and inspect any of their respective 
properties, to examine and make abstracts from any of their 
respective books and records and to discuss their respective 
affairs, finances and accounts with their respective officers, 
employees and independent public accountants, provided the 
Company shall have the right to be present at any meeting with 
its independent public accountants, all at such reasonable times, 
upon reasonable notice and as often as may reasonably be desired.

     Section 6.7.  Maintenance of Ownership of Subsidiaries  
The Company will at all times maintain direct or indirect legal 
and beneficial ownership of the percentage of outstanding shares 
of each class of capital stock substantially as set forth on 
Schedule I of each of its Subsidiaries, except as modified by a 
consolidation merger or sale permitted pursuant to the proviso to 
Section 7.5.


ARTICLE 7.  NEGATIVE COVENANTS.

     So long as any of the Notes shall remain unpaid, any amounts 
shall be owing hereunder by any Borrower, or any Bank shall have 
any Commitment or Acquisition Commitment under this Agreement, 
the Company shall not, and will not permit any Subsidiary to:

     Section 7.1.  Debt.  Incur or at any time be liable with 
respect to any Debt except:

     (a)  Debt outstanding under this Agreement and the Notes;

     (b)  Debt outstanding as of March 31, 1996 and identified on 
Schedule II pursuant to Section 5.9 and other Debt outstanding as 
of the Closing Date, which shall be identified on Schedule II(a) 
if it is in excess of $1,000,000;

     (c)  Debt (in addition to the allowances in subsections (a), 
(b), (d), (e), (f) and (g) of this Section 7.1 in an aggregate 
principal amount not to exceed $15,000,000 at any time 
outstanding; provided that at such time as the Company's 
ratio of Debt to Consolidated EBITDA minus Consolidated Capital 
Expenditures (tested at the end of each calendar quarter for the 
twelve-month period then ended) is equal to or less than 2.00 to 
1.00, the Company and its Subsidiaries may incur Debt in an 
aggregate principal amount not to exceed $25,000,000 pursuant to 
this Section 7.1(c); and at such time as such ratio 
is equal to or less than 1.75 to 1.0, the Company and its 
Subsidiaries may incur Debt in an aggregate principal amount not 
to exceed $30,000,000 pursuant to this Section 7.1(c);

     (d)  Debt subordinated to the Debt hereunder, in amounts and 
on terms and conditions satisfactory to the Required Banks;

     (e)  Guarantees by the Guarantors of the Debt hereunder;


     (f)  From the date hereof until March 31, 1997, Guarantees 
of obligations which do not exceed in the aggregate $10,000,000; 
from April 1, 1997 until March 31, 1998, Guarantees of 
obligations which do not exceed in the aggregate $14,000,000; 
from April 1, 1998 until March 31, 1999, Guarantees of 
obligations which do not exceed in the aggregate $20,000,000; and 
thereafter Guarantees of obligations which do not exceed in the 
aggregate $24,000,000; and

     (g)  Up to an aggregate of $15,000,000 of Intercompany Debt.

     Section 7.2.  Restricted Payments.  Declare or make any 
Restricted Payment except:  

     (a)  Restricted Payments made when no 
Default or Event of Default has occurred and is continuing and 
where immediately after giving effect thereto, the aggregate of 
all Restricted Payments (including "Additional Restricted 
Payments" as defined below) declared or made subsequent to 
December 5, 1995 does not exceed $17,500,000 plus 50% of 
Consolidated Net Income (less consolidated net loss, if any) of 
the Company and its Consolidated Subsidiaries for the period from 
March 31, 1994 through the end of the Company's then most recent 
fiscal quarter (treated for this purpose as a single accounting 
period); or

     (b)  if no Default or Event of Default has occurred and is 
continuing and the Company's Consolidated EBITDA for its fiscal 
year ending March 31, 1997 (as evidenced by the audited annual 
financial statements delivered to the Agent pursuant to Section 
6.1(a) hereof) exceeds $46,325,000, then during the period 
commencing on the date such financial statements are delivered to 
the Agent and ending on December 31, 1997, the Company may make 
Restricted Payments in an amount equal to the greater of (i) the 
Restricted Payments permitted under clause (a) above or (ii) 
$30,000,000 less the sum of (y) the amount, if any, by which the 
aggregate amount of all payments by the Company to effect the 
redemption, purchase, retirement or acquisition of shares of its 
capital stock during the period commencing December 5, 1995 
exceeds $9,000,000 and (z) the amount, if any, by which the 
common stock cash dividend declared or paid by the Company during 
the period commencing on December 5, 1995 exceeds $600,000 per 
fiscal quarter (the amount by which any Restricted Payment 
permitted by this clause (b) exceeds the amount permitted by 
clause (a) being referred to herein as "Additional Restricted 
Payments"); or 

     (c)  in addition to Restricted Payments permitted under 
clause (a) above, subsequent to payment of any Additional 
Restricted Payment, the Company may declare and pay cash 
dividends on its common stock up to a maximum amount of $600,000 
in any fiscal quarter.  

Nothing in this Section 7.2 shall prohibit the payment of any 
dividend or distribution with 60 days after the declaration 
thereof if such declaration was not prohibited by this Section 
7.2.

     Section 7.3.  Investments.  Make or acquire any Investment 
in any Person other than:

     (a)  Investments outstanding as of March 31, 1995 (such 
Investments in excess of $1,000,000 are set forth on Schedule 
IV);

     (b)  Investments in joint ventures of the Company or its 
Subsidiaries, if after giving effect thereto the aggregate amount 
of all such Investments does not exceed $10,000,000 outstanding 
at any one time, excluding any Investments described in Section 
7.3(a) above;

     (c)  deposits with, or time deposits with, including 
certificates of deposits issued by, (i) any office located in the 
United States of any bank or trust company which is organized 
under the laws of the United States or any state thereof and has 
capital surplus and undivided profits aggregating at least 
$100,000,000 (ii) any Bank or (iii) any foreign bank for which 
Standard and Poors Rating Group or Moody's Investors Service, 
Inc. issues a rating of "A" or higher and which has capital 
surplus and undivided profits aggregating at least $100,000,000;

     (d)  Investments in investment grade securities;

     (e)  Investments made in another Person pursuant to a merger 
or asset acquisition made in compliance with subsection (i) of 
the proviso in Section 7.5; and

     (f)  other Investments up to $10,000,000 in the aggregate.

     The amount of any Investment shall be the original cost of 
such Investment plus the cost of all additions thereto, without 
adjustments for increases or decreases in value, write-ups, 
write-downs or write-offs with respect to such Investment.

     Section 7.4.  Negative Pledge.  Create, assume or suffer to 
exist any Lien on any asset now owned or hereafter acquired by 
it, except:

     (a)  Liens existing as of March 31, 1996 securing Debt 
outstanding on such date and identified on Schedule II;

     (b)  Permitted Liens; and

     (c)  any Lien existing on any non-current asset securing 
Debt in an amount up to $9,000,000 during the period from the 
Closing Date until June 30, 1997; and which amount shall be 
increased by $1,500,000 for each twelve-month period thereafter.

     Section 7.5.  Consolidations, Mergers and Sales of Assets.  
(a) consolidate or merge with or into any other Person 
or (b) sell, lease or otherwise transfer, directly or indirectly 
in one transaction or a series of related transactions, all or 
any substantial part of its assets (including in the case of the 
Company, the stock of its Subsidiaries) to any other Person; 
provided that (i) the Company or any Subsidiary may merge with or 
acquire the assets of another Person which is in the business of 
specialty chemicals and related equipment if (A) the Company or 
the Subsidiary is the surviving entity and (B) after giving 
effect thereto the ratio of Consolidated Debt to Consolidated 
EBITDA on a pro forma basis (including synergies agreed to by the 
Agent) is equal to or less than 3.50 to 1.0, (ii) the Company or 
any Subsidiary may, in the aggregate, sell assets in the ordinary 
course of business and sell up to $9,000,000 additional assets 
during the period from July 1, 1996 to June 30, 1997, which 
amount shall be increased by $1,500,000 for each twelve month 
period thereafter; and (iii) a Subsidiary of the Borrower may 
merge with the Borrower or a Wholly-Owned Subsidiary of the 
Borrower if (A) the Borrower or such Wholly-Owned Subsidiary, as 
the case may be, is the corporation surviving such merger and (B) 
immediately after giving effect to such merger, no Default shall 
have occurred and be continuing.

     Section 7.6.  Transactions with Affiliates.  Directly or 
indirectly, pay any funds to or for the account of, make any 
Investment in (whether by acquisition of stock or indebtedness, 
by loan, advance, transfer of property, guarantee or other 
agreement to pay, purchase or service, directly or indirectly, 
any Debt, or otherwise), lease, sell, transfer or otherwise 
dispose of any assets, tangible or intangible, to, or participate 
in, or effect any transaction in connection with any joint 
enterprise or other joint arrangement with, any Affiliate; 
provided, however, that the foregoing provisions of this Section 
7.6 shall not prohibit (a) the Company from declaring or paying 
any lawful dividend so long as, after giving effect thereto, no 
Default shall have occurred and be continuing, (b) the Company or 
any Subsidiary from making sales to or purchases from any 
Affiliate and, in connection therewith, extending credit or 
making payments, or from making payments for extending credit or 
making payments, or from making payments for services rendered by 
any Affiliate, if such sales or purchases are made or such 
services are rendered in the ordinary course of business and on 
terms and conditions at least as favorable to the Company or such 
Subsidiary as the terms and conditions which would apply in a 
similar transaction with a Person not an Affiliate, (c) the 
Company or any Subsidiary from participating in, or effecting any 
transaction in connection with, any joint enterprise or other 
joint arrangement with any Affiliate if the Company or such 
Subsidiary participates in the ordinary course of its business 
and on a basis no less advantageous than the basis on which such 
Affiliate participates, (d) any transactions between the Company 
and any Eligible Subsidiary which has executed and delivered an 
Election to Participate which is still in effect or any 
Subsidiary that has executed a Guaranty hereunder, (e) any 
payment from any Subsidiary to the Company, (f) intercompany 
loans involving only the Company and its Subsidiaries which are 
Guarantors, and (g) Intercompany Debt which does not exceed 
$15,000,000 in the aggregate.


ARTICLE 8.  FINANCIAL COVENANTS.

     So long as any of the Notes shall remain unpaid, any amounts 
shall be owing hereunder by any Borrower, or any Bank shall have 
any Commitment under this Agreement, the Company covenants that:

     Section 8.1.  EBIT to Interest Expense Ratio.  The Company's 
ratio of Consolidated EBIT for the preceding four fiscal quarters 
to Consolidated Interest Expense for the preceding four fiscal 
quarters shall not be less than 2.50 to 1.00, tested at end of 
each fiscal quarter.

     Section 8.2.  Minimum Consolidated Net Worth.  The Company 
shall maintain at all times Consolidated Net Worth at the end of 
each fiscal quarter of not less than $80,000,000 (subject to a 
dollar for dollar downward adjustment equal to the amount, if 
any, by which the Company's independent auditor's valuation of 
the Preferred Stock is less than $30,000,000, but in no event 
shall the adjustment be greater than $5,000,000), plus an amount 
equal to the sum of (a) 50% of Consolidated Net Income for each 
full fiscal quarter since December 5, 1995 to the measurement 
date plus (b) an amount equal to the net proceeds received by the 
Borrower from the issuance of its capital stock during such 
period minus (c) an amount equal to the aggregate purchase price 
paid by the Company for a redemption, purchase, retirement or 
acquisition of its capital stock made (i) after the date that 
financial statements referred to in Section 7.2(b) are delivered 
to the Agent, (ii) pursuant to and in compliance with Section 7.2 
and (iii) provided the Company's Consolidated EBITDA for the 
fiscal year ending March 31, 1997 exceeds $46,325,000; and 
provided, further, however that the amount subtracted pursuant to 
this clause (c) shall not exceed $30,000,000.

     Section 8.3.  Maximum Total Debt to Net Worth Ratio.  The 
Company's ratio of Consolidated Total Debt to Consolidated Net 
Worth tested at the end of each fiscal quarter shall not during 
the periods set forth below exceed the following:

Period                                               Ratio

Closing Date to March 31, 1998                    3.50 to 1.00
April 1, 1998 to March 31, 1999                   3.25 to 1.00
April 1, 1999 to March 31, 2000                   3.00 to 1.00
April 1, 2000 to March 31, 2001                   2.75 to 1.00
April 1, 2001 and thereafter                      2.50 to 1.00

     Section 8.4.  Consolidated Total Debt to Consolidated 
EBITDA.  The Company's ratio of Consolidated Total 
Debt to Consolidated EBITDA for the prior four fiscal quarters, 
shall not at any time exceed 3.50 to 1.00, tested at the end of 
each fiscal quarter.


ARTICLE 9.  EVENTS OF DEFAULT.  

     Section 9.1.  Events of Default.  Any of the following 
events shall be an "Event of Default":

     (a)  any Borrower shall:  (i) fail to pay the principal of 
any Note as and when due and payable and such failure shall 
continue for two (2) Banking Days; (ii) fail to pay interest on 
any Note or any fee or other amount due hereunder as and when due 
and payable and such failure shall continue for five (5) Banking 
Days;

     (b)  any representation or warranty made or deemed made by 
any Borrower in this Agreement or in any other Facility Document 
or which is contained in any certificate, document, opinion, 
financial or other written statement furnished at any time under 
or in connection with any Facility Document shall prove to have 
been incorrect in any material respect on or as of the date made 
or deemed made;

     (c)  any Borrower shall fail to perform or observe any term, 
covenant or agreement contained in Article 6, Article 7 or 
Article 8;

     (d)  any Borrower shall fail to perform or observe any term, 
covenant or agreement on its part to be performed or observed 
(other than the obligations specifically referred to elsewhere in 
this Section 9.1 in any Facility Document and such failure shall 
continue for thirty (30) consecutive calendar days after written 
notice thereof has been given to the Company by the Agent at the 
request of the Required Banks;

     (e)  the Company or any Subsidiary shall fail to make any 
payment in respect of any Material Debt when due or within any 
applicable grace period;

     (f)  any event or condition shall occur which results in the 
acceleration of the maturity of any Material Debt or enables (or, 
with the giving of notice or lapse of time or both, would enable) 
the holder of such Debt or any Person acting on such holder's 
behalf to accelerate the maturity thereof;

     (g)  the Company or any Subsidiary shall commence a 
voluntary case or other proceeding seeking liquidation, 
reorganization or other relief with respect to itself or its 
debts under any bankruptcy, insolvency or other similar law now 
or hereafter in effect or seeking the appointment of a trustee, 
receiver, liquidator, custodian or other similar official of it 
or any substantial part of its property, or shall consent to any 
such relief or to the appointment of or taking possession by any 
such official in an involuntary case or other proceeding 
commenced against it, or shall make a general assignment for the 
benefit of creditors, or shall fail generally to pay its debts as 
they become due, or shall take any corporate action to authorize 
any of the foregoing;

     (h)  an involuntary case or other proceeding shall be 
commenced against the Company or any Subsidiary seeking 
liquidation, reorganization or other relief with respect to it or 
its debts under any bankruptcy, insolvency or other similar law 
now or hereafter in effect or seeking the appointment of a 
trustee, receiver, liquidator, custodian or other similar 
official of it or any substantial part of its property, and such 
involuntary case or other proceeding shall remain undismissed and 
unstayed for a period of sixty (60) days; or an order for relief 
shall be entered against the Company or any Subsidiary under the 
federal bankruptcy laws as now or hereafter in effect;

     (I)  any member of the ERISA Group shall fail to pay when 
due an amount or amounts aggregating in excess of $500,000 which 
such member shall have become liable to pay under Title IV of 
ERISA; or notice of intent to terminate a Material Plan shall be 
filed under Title IV of ERISA by any member of the ERISA Group, 
any plan administrator or any combination of the foregoing; or 
the PBGC shall institute proceedings under Title IV of ERISA to 
terminate, to impose liability (other than for premiums under 
Section 4007 of ERISA) in respect of, or to cause a trustee to be 
appointed to administer any Material Plan; or a condition shall 
exist by reason of which the PBGC would be entitled to obtain a 
decree adjudicating that any Material Plan must be terminated; or 
there shall occur a complete or partial withdrawal from, or a 
default, within the meaning of Section 4219(c)(5) of ERISA, with 
respect to, one or more Multiemployer Plans which could cause one 
or more members of the ERISA Group to incur a current payment 
obligation in excess of $500,000; 

     (j)  a judgment or order for the payment of money in excess 
of $5,000,000 shall be rendered against the Company or any 
Subsidiary and such judgment or order shall continue unsatisfied 
and unstayed for a period of (i) in the case of a judgment or 
order rendered by a court, arbitrator or governmental authority 
located in the United States, ten (10) days or (ii) in the case 
of a judgment or order rendered by a court, arbitrator or 
governmental authority located outside the United States, thirty 
(30) days; or

     (k)  a "mandatory redemption" (as defined therein) occurs 
under the Preferred Stock Agreement following a "change of 
control" (as defined in the Preferred Stock Agreement").

     Section 9.2.  Remedies.  If any Event of Default shall occur 
and be continuing, the Agent shall, upon request of the Required 
Banks, by notice to the Borrowers, (a) declare the Commitments 
and Acquisition Commitments to be terminated, whereupon the same 
shall forthwith terminate, (b) declare the outstanding principal 
of the Notes, all interest thereon and all other amounts payable 
under this Agreement and the Notes to be forthwith due and 
payable, whereupon the Notes, all such interest and all such 
amounts shall become and be forthwith due and payable, without 
presentment, demand, protest or further notice of any kind, all 
of which are hereby expressly waived by the Borrowers and (c) if 
there are any outstanding Letters of Credit, require the 
applicable Borrower to make the payment required by Section 
2.6(a) hereof, provided that, in the case of an Event of Default 
referred to in Section 9.1(g) or 9.1(h) above, the Commitments 
and Acquisition Commitments shall be immediately terminated, and 
the Notes, all interest thereon and all other amounts payable 
under this Agreement and each of the other Facility Documents 
shall be immediately due and payable without notice, presentment, 
demand, protest or other formalities of any kind, all of which 
are hereby expressly waived by each of the Borrowers.


ARTICLE 10.  THE AGENT; RELATIONS AMONG BANKS AND BORROWER.

     Section 10.1.  Appointment, Powers and Immunities of 
Agent.  Each Bank hereby irrevocably appoints and authorizes 
the Agent to act as its agent hereunder and under any other 
Facility Document with such powers as are specifically delegated 
to the Agent by the terms of this Agreement or any other Facility 
Document, together with such other powers as are reasonably 
incidental thereto.  The Agent shall have no duties or 
responsibilities except those expressly set forth in this 
Agreement or any other Facility Document, and shall not by reason 
of this Agreement be a trustee for any Bank.  The Agent shall not 
be responsible to the Banks for any recitals, statements, 
representations or warranties made by any Borrower or any officer 
or official of any Borrower or any other Person contained in this 
Agreement or any other Facility Document, or in any certificate 
or other document or instrument referred to or provided for in, 
or received by any Bank under, this Agreement or any other 
Facility Document, or for the value, legality, validity, 
effectiveness, genuineness, enforceability or sufficiency of this 
Agreement or any other Facility Document or any other document or 
instrument referred to or provided for herein or therein, for the 
perfection or priority of any collateral security for the Loans, 
if any, or for any failure by any Borrower to perform any of such 
Borrower's obligations under this Agreement or any other Facility 
Document.  The Agent may employ agents and attorneys-in-fact and 
shall not be responsible, except as to money or securities 
received by the Agent or its authorized agents, for the 
negligence or misconduct of any such agents or attorneys-in-fact 
selected by it with reasonable care.  Neither the Agent nor any 
of its directors, officers, employees or agents shall be liable 
or responsible for any action taken or omitted to be taken by the 
Agent or any one or more of them hereunder or under any other 
Facility Document or in connection herewith or therewith, except 
for its or their own gross negligence or willful misconduct or 
action not authorized under this Agreement or by the Required 
Banks which is in violation of law and results in a liability of 
the Banks to any Borrower.  The Company shall pay any fee agreed 
to by the Company and the Agent with respect to the Agent's 
services hereunder.

     Section 10.2.  Reliance by Agent.  The Agent shall be 
entitled to rely upon any certification, notice or other 
communication (including any thereof by telephone, facsimile, 
telex, telegram or cable) believed by it to be genuine and 
correct and to have been signed or sent by or on behalf of the 
proper Person or Persons, and upon advice and statements of legal 
counsel, independent accountants and other experts selected by 
the Agent.  The Agent may deem and treat each Bank as the holder 
of the Loans made by such Bank for all purposes hereof unless and 
until a notice of the assignment or transfer thereof satisfactory 
to the Agent signed by such Bank shall have been furnished to the 
Agent, but the Agent shall not be required to deal with any 
Person who has acquired a participation in any Loan from a Bank.  
As to any matters not expressly provided for by this Agreement or 
any other Facility Document, the Agent shall in all cases be 
fully protected in acting, or in refraining from acting, 
hereunder in accordance with instructions signed by the Required 
Banks, and such instructions of the Required Banks and any action 
taken or failure to act pursuant thereto shall be binding on all 
of the Banks and any other holder of all or any portion of any 
Loan.

     Section 10.3.  Defaults.  The Agent shall not be deemed to 
have knowledge of the occurrence of any Default or Event of 
Default (other than the non-payment of principal of or interest 
on the Loans to the extent the same is required to be paid to the 
Agent for the account of the Banks) unless the Agent has received 
notice from a Bank or a Borrower specifying such Default or Event 
of Default and stating that such notice is a "Notice of Default."  
If the Agent receives such a notice of the occurrence of a Default 
or Event of Default, the Agent shall give prompt notice 
thereof to the Banks (and shall give each Bank prompt notice of 
each such non-payment).  The Agent shall (subject to Section 
10.8) take such action with respect to such Default or Event of 
Default which is continuing as shall be directed by the Required 
Banks; provided that, unless and until the Agent shall have 
received such directions, the Agent may take such action, or 
refrain from taking such action, with respect to such Default or 
Event of Default as the Agent shall deem advisable and in the 
best interest of the Banks; and provided further that the Agent 
shall not be required to take any such action which the Agent 
determines to be contrary to law.

Section 10.4.  Rights of Agent as a Bank.  With respect to its 
Commitment, Acquisition Commitment and the Loans made by it, the 
Agent in its capacity as a Bank hereunder shall have the same 
rights and powers hereunder as any other Bank and may exercise 
the same as though it were not acting as the Agent, and the term 
"Bank" or "Banks" shall, unless the context otherwise indicates, 
include the Agent in its capacity as a Bank.  The Agent and its 
affiliates may (without having to account therefor to any Bank) 
accept deposits from, lend money to (on a secured or unsecured 
basis), and generally engage in any kind of banking, trust or 
other business with, any Borrower (and any of such Borrower's 
Affiliates) as if the Agent were not acting as the Agent, and the 
Agent may accept fees and other consideration from any Borrower 
for services in connection with this Agreement or otherwise 
without having to account for the same to the Banks.

Section 10.5.  Indemnification of Agent.  The Banks agree to 
indemnify the Agent (to the extent not reimbursed under Section 
12.3 or under the applicable provisions of any other Facility 
Document, but without limiting the obligations of the Borrowers 
under Section 12.3 or such applicable provisions), ratably in 
accordance with the aggregate unpaid principal amount of the 
Loans made by the Banks (without giving effect to any 
participations, in all or any portion of such Loans, sold by them 
to any other Person) (or, if no Loans are at the time 
outstanding, ratably in accordance with their respective 
Commitments and Acquisition Commitments), for any and all 
liabilities, obligations, losses, damages, penalties, 
actions, judgments, suits, costs, expenses or disbursements of 
any kind and nature whatsoever which may be imposed on, incurred 
by or asserted against the Agent in any way relating to or 
arising out of this Agreement, any other Facility Document or any 
other documents contemplated by or referred to herein or therein 
or the transactions contemplated hereby or thereby (including the 
costs and expenses which any Borrower is obligated to pay under 
Section 12.3 or under the applicable provisions of any other 
Facility Document but excluding, unless a Default or Event of 
Default has occurred, normal administrative costs and expenses 
incident to the performance of its agency duties hereunder) or 
the enforcement of any of the terms hereof or thereof or of any 
such other documents or instruments; provided that no Bank shall 
be liable for any of the foregoing to the extent they arise from 
the gross negligence or willful misconduct of the Agent or 
actions not authorized under this Agreement or by the Required 
Banks which are in violation of law and result in a liability of 
the Banks to any Borrower.

     Section 10.6.  Documents.  The Agent will forward to each 
Bank, promptly after the Agent's receipt thereof, a copy of each 
report, notice or other document required by this Agreement or 
any other Facility Document to be delivered to the Agent for such 
Bank.

     Section 10.7.  Non-Reliance on Agent and Other Banks.  Non-
Reliance on Agent and Other Banks"}.  Each Bank agrees that it 
has, independently and without reliance on the Agent or any other 
Bank, and based on such documents and information as it has 
deemed appropriate, made its own credit analysis of the Company 
and the Company's Subsidiaries and its own decision to enter into 
this Agreement and that it will, independently and without 
reliance upon the Agent or any other Bank, and based on such 
documents and information as it shall deem appropriate at the 
time, continue to make its own analyses and decisions in taking 
or not taking action under this Agreement or any other Facility 
Document.  The Agent shall not be required to keep itself 
informed as to the performance or observance by the Company or 
the Company's Subsidiaries of this Agreement or any other 
Facility Document or any other document referred to or provided 
for herein or therein or to inspect the properties or books of 
the Company or any Subsidiary.  Except for notices, reports and 
other documents and information expressly required to be 
furnished to the Banks by the Agent hereunder, the Agent shall 
not have any duty or responsibility to provide any Bank with any 
credit or other information concerning the affairs, financial 
condition or business of the Company or any Subsidiary (or any of 
the Company's or any Subsidiary's Affiliates) which may come into 
the possession of the Agent or any of the Agent's affiliates. The 
Agent shall not be required to file this Agreement, any other 
Facility Document or any document or instrument referred to 
herein or therein, for record or give notice of this Agreement, 
any other Facility Document or any document or instrument 
referred to herein or therein, to any Person.

     Section 10.8.  Failure of Agent to Act.  Except for action 
expressly required of the Agent hereunder, the Agent shall in all 
cases be fully justified in failing or refusing to act hereunder 
unless the Agent shall have received further assurances (which 
may include cash collateral to the extent permitted by law) of 
the indemnification obligations of the Banks under Section 10.5
in respect of any and all liability and expense which may be 
incurred by the Agent by reason of taking or continuing to take 
any such action.

     Section 10.9.  Resignation of Agent.  Subject to the 
appointment and acceptance of a successor Agent as provided 
below, the Agent may resign at any time by giving thirty (30) 
days prior written notice thereof to the Banks and the Company; 
provided that the Company and the other Banks shall be promptly 
notified thereof.  Upon any such resignation, the Required Banks 
shall have the right to appoint, with the consent of the Company, 
so long as no Event of Default has occurred and is continuing, 
which consent shall not be unreasonably withheld or delayed, a 
successor Agent, which shall be a commercial bank organized or 
licensed under the laws of the United States of America or of any 
state thereof, with an office in New York, New York and having a 
combined capital and surplus of at least $100,000,000.  If no 
successor Agent shall have been so appointed by the Required 
Banks and shall have accepted such appointment within thirty (30) 
days after the retiring Agent gives notice of resignation, then 
the retiring Agent may, on behalf of the Banks and without the 
consent of the Company, appoint a successor Agent, which shall be 
a commercial bank organized or licensed under the laws of the 
United States of America or of any state thereof, with an office 
in New York, New York, and having a combined capital and surplus 
of at least $100,000,000.  The Required Banks or the retiring 
Agent, as the case may be, shall, upon the appointment of a 
successor Agent, promptly so notify the Company and the other 
Banks.  Upon the acceptance of any appointment as Agent hereunder 
by a successor Agent, such successor Agent shall thereupon 
succeed to and become vested with all the rights, powers, 
privileges and duties of the retiring Agent, and the retiring 
Agent shall be discharged from its duties and obligations 
hereunder.  After any retiring Agent's resignation, the 
provisions of this Article 10 shall continue in effect for such 
retiring Agent's benefit in respect of any actions taken or 
omitted to be taken by such retiring Agent while it was acting as 
the Agent.
     Section 10.10.  Amendments Concerning Agency Function.  The 
Agent shall not be bound by any waiver, amendment, supplement or 
modification of this Agreement or any other Facility Document 
which affects its duties hereunder or thereunder unless the Agent 
shall have given its prior consent thereto.

     Section 10.11.  Liability of Agent.  The Agent shall not 
have any liabilities or responsibilities to any Borrower on ccount 
of the failure of any Bank to perform such Bank's 
obligations hereunder or under any other Facility Document or to 
any Bank on account of the failure of any Borrower to perform its 
obligations hereunder or under any other Facility Document.  This 
Section 10.11 shall not be construed to relieve the Agent of any 
liability it may have as a Bank when acting in its capacity as a 
Bank hereunder.

     Section 10.12.  Transfer of Agency Function.  Without the 
consent of the Company or any Bank, the Agent may at any time or 
from time to time transfer its functions as Agent hereunder to 
any of its offices wherever located, provided that the Agent 
shall promptly notify the Company and the Banks thereof.

     Section 10.13.  Non-Receipt of Funds by the Agent.  Unless 
the Agent shall have been notified by a Bank or a Borrower 
(either one, as appropriate, being the "Payor") prior to the date 
on which such Bank is to make payment hereunder to the Agent of 
the proceeds of a Loan or any Borrower is to make payment to the 
Agent, as the case may be (either such payment being a "Required 
Payment"), which notice shall be effective upon receipt, that the 
Payor does not intend to make the Required Payment to the Agent, 
the Agent may assume that the Required Payment has been made and 
may, in reliance upon such assumption (but shall not be required 
to), make the amount thereof available to the intended recipient 
on such date and, if the Payor has not in fact made the Required 
Payment to the Agent, the recipient of such payment from the 
Agent (and, if such recipient is a Borrower and the Payor Bank 
fails to pay the amount thereof to the Agent forthwith upon 
demand, such Borrower) shall, on demand, repay to the Agent the 
amount made available to it together with interest thereon for 
the period from the date such amount was so made available by the 
Agent until the date the Agent recovers such amount at a rate per 
annum equal to the average daily Federal Funds Rate for such 
period.

     Section 10.14.  Withholding Taxes.  Each Bank represents 
that it is entitled to receive any payments to be made to it 
hereunder without the withholding of any tax and will furnish to 
the Agent such forms, certifications, statements and other 
documents as the Agent may request from time to time to evidence 
such Bank's exemption from the withholding of any tax imposed by 
any jurisdiction or to enable the Agent to comply with any 
applicable laws or regulations relating thereto.  Without 
limiting the effect of the foregoing, if any Bank is not created 
or organized under the laws of the United States of America or 
any state thereof, if the payment of interest by any Borrower is 
treated for U.S. income tax purposes as derived in whole or in 
part from sources from within the U.S., such Bank will furnish to 
the Agent and such Borrower Form 4224 or Form 1001 of the 
Internal Revenue Service, or such other forms, certifications, 
statements or documents, duly executed and completed by such Bank 
as evidence of such Bank's exemption from the withholding of U.S. 
tax with respect thereto.  The Agent shall not be obligated to 
make any payments hereunder to such Bank in respect of any Loan 
or such Bank's Commitment or Acquisition Commitment until such 
Bank shall have furnished to the Agent the requested form, 
certification, statement or document.

     Section 10.15.  Several Obligations and Rights of Banks.  
The failure of any Bank to make any Loan to be made by it on the 
date specified therefor shall not relieve any other Bank of such 
other Bank's obligation to make its Loan or Loans on such date, 
but no Bank shall be responsible for the failure of any other 
Bank to make a Loan to be made by such other Bank. The amounts 
payable at any time hereunder to each Bank shall be a separate 
and independent debt, and each Bank shall be entitled to protect 
and enforce its rights arising out of this Agreement, and it 
shall not be necessary for any other Bank to be joined as an 
additional party in any proceeding for such purpose.

     Section 10.16.  Pro Rata Treatment of Loans, Etc.  Except to 
the extent otherwise provided:  (a) each Borrowing under Section 
2.8 shall be made from the Banks, each reduction or termination 
of the amount of the Commitments or Acquisition Commitments under 
Section 2.11 shall be applied to the Commitments and Acquisition 
Commitments of the Banks, and each payment of commitment fee 
accruing under Section 2.15 shall be made for the account of the 
Banks, pro rata according to the amounts of their respective 
unused Commitments and Acquisition Commitments as applicable; (b) 
each conversion under Section 2.9 of Loans of a particular type 
(other than conversions provided for by Section 3.4, shall be 
made pro rata among the Banks holding Loans of such type 
according to the respective principal amounts of such Loans by 
such Banks; and (c) each prepayment and payment of principal of 
or interest on Loans of a particular type and a particular 
Interest Period shall be made to the Agent for the account of the 
Banks holding Loans of such type and Interest Period pro rata in 
accordance with the respective unpaid principal amounts of such 
Loans of such Interest Period held by such Banks.

     Section 10.17.  Sharing of Payments Among Banks.  If a Bank 
shall obtain payment of any principal of or interest on any Loan 
made by it through the exercise of any right of setoff, banker's 
lien, counterclaim, or by any other means, such Bank shall 
promptly purchase from the other Banks participations in (or, if 
and to the extent specified by such Bank, direct interests in) 
the Loans made by the other Banks in such amounts, and make such 
other adjustments from time to time as shall be equitable to the 
end that all the Banks shall share the benefit of such payment 
(net of any expenses which may be incurred by such Bank in 
obtaining or preserving such benefit) pro rata in accordance with 
the unpaid principal and interest on the Loans held by each of 
the Banks.  To such end the Banks shall make appropriate 
adjustments among themselves (by the resale of participations 
sold or otherwise) if such payment is rescinded or must otherwise 
be restored.  Each Borrower agrees that any Bank so purchasing a 
participation (or direct interest) in the Loans made by other 
Banks may exercise all rights of setoff, banker's lien, 
counterclaim or similar rights with respect to such participation 
(or direct interest).  Nothing contained herein shall require any 
Bank to exercise any such right of setoff, banker's lien, 
counterclaim or similar right of setoff, banker's lien, 
counterclaim or similar right or shall affect the right of any 
Bank to exercise, and retain the benefits of exercising, any such 
right with respect to any other indebtedness of any Borrower.


ARTICLE 11.  GUARANTY

     Section 11.1.  The Guaranty.  The Company hereby 
unconditionally and irrevocably guaranties the full and punctual 
payment (whether at stated maturity, upon acceleration or 
otherwise) of the principal of and interest on each Note 
evidencing a Term Loan and each Note issued by any Eligible 
Subsidiary pursuant to this Agreement, and the full and punctual 
payment of all other amounts payable by MacDermid Imaging or any 
Eligible Subsidiary under this Agreement and each other Facility 
Document.  Upon failure by MacDermid Imaging or any Eligible 
Subsidiary to pay punctually any such amount, the Company shall 
forthwith on demand pay the amount not so paid at the place and 
in the manner specified in this Agreement or the other applicable 
Facility Document.

     Section 11.2.  Guaranty Unconditional.  The obligations of 
the Company under this Article 11 shall be unconditional and 
absolute and, without limiting the generality of the foregoing, 
shall not be released, discharged or otherwise affected by:

     (a)  any extension, renewal, settlement, compromise, waiver 
or release in respect of any obligation of any Eligible 
Subsidiary under this Agreement or any Note or any other Facility 
Document, by operation of law or otherwise;

     (b)  any modification or amendment of or supplement to this 
Agreement or any Note or any other Facility Document;

     (c)  any release, non-perfection or invalidity of any direct 
or indirect security for any obligation of any Eligible 
Subsidiary under this Agreement or any Note or any other Facility 
Document;

     (d)  Any change in the corporate existence, structure or 
ownership of MacDermid Imaging or any Eligible Subsidiary, or any 
insolvency, bankruptcy, reorganization or other similar 
proceeding affecting MacDermid Imaging or any Eligible Subsidiary 
or its assets or any resulting release or discharge of MacDermid 
Imaging or any obligation of any Eligible Subsidiary contained in 
this Agreement or any Note; or any other Facility Document

     (e)  the existence of any claim, set-off or other rights 
which the Company may have at any time against MacDermid Imaging 
or any Eligible Subsidiary, the Agent, any Bank or any other 
Person, whether in connection herewith or any unrelated 
transactions; provided that nothing herein shall prevent the 
assertion of any such claim by separate suit or compulsory 
counterclaim;

     (f)  any invalidity or unenforceability relating to or 
against MacDermid Imaging or any Eligible Subsidiary, for any 
reason, of this Agreement or any Note or any other Facility 
Document, or any provision of applicable law or regulation 
purporting to prohibit the payment by any Eligible Subsidiary of 
the principal of or interest on any Note or any other amount 
payable by it under this Agreement or any other Facility 
Document; or

     (g)  any other act or omission to act or delay of any kind 
by MacDermid Imaging or any Eligible Subsidiary, the Agent, any 
Bank or any other Person or any other circumstance whatsoever 
which might, but for the provisions of this Section 11.2, constitute 
a legal or equitable discharge of the Company's 
obligations hereunder.

     Section 11.3.  Discharge Only Upon Payment in Full; 
Reinstatement in Certain Circumstances.  The Company's 
obligations under this Article 11 shall remain in full force and 
effect until the Commitments and Acquisition Commitments shall 
have terminated and the principal of and interest on the Notes 
and all other amounts payable by the Company MacDermid Imaging or 
and each Eligible Subsidiary under this Agreement and each of the 
other Facility Documents shall have been finally and indefeasibly 
paid in full in cash.  If at any time any payment of the 
principal of or interest on any Note or any other amount payable 
by any MacDermid Imaging or Eligible Subsidiary under this 
Agreement or any other Facility Document is rescinded or must be 
otherwise restored or returned upon the insolvency, bankruptcy or 
reorganization of MacDermid Imaging or any Eligible Subsidiary or 
otherwise, the Company's obligations hereunder with respect to 
such payment shall be reinstated at such time as though such 
payment had been due but not made at such time.

     Section 11.4.  Waiver by the Company.  The Company 
irrevocably waives acceptance hereof, presentment, demand, 
protest and any notice not provided for herein, as well as any 
requirement that at any time any action be taken by any Person 
against any Eligible Subsidiary or any other Person.

     Section 11.5.  Subrogation.  The Company irrevocably waives 
any and all rights to which it may be entitled, by operation of 
law or otherwise, upon making any payment hereunder to be 
subrogated to the rights of the payee against MacDermid Imaging 
or an Eligible Subsidiary with respect to such payment or 
otherwise to be reimbursed, indemnified or exonerated by 
MacDermid Imaging or an Eligible Subsidiary in respect thereof.


     Section 11.6.  Stay of Acceleration.  If acceleration of the 
time for payment of any amount payable by MacDermid Imaging or 
any Eligible Subsidiary under this Agreement or its Notes or any 
other Facility Document is stayed upon insolvency, bankruptcy or 
reorganization of MacDermid Imaging or such Eligible Subsidiary, 
all such amounts otherwise subject to acceleration under the 
terms of this Agreement shall nonetheless be payable by the 
Company hereunder forthwith on demand by the Agent made at the 
request of the Required Banks.


ARTICLE 12.  MISCELLANEOUS.

     Section 12.1.  Amendments and Waivers.  No amendment or 
waiver of any provision of this Agreement, and no consent to any 
departure by any Borrower therefrom, shall in any event be 
effective unless the same shall be in writing and signed by the 
Required Banks, and then such waiver or consent shall be 
effective only in the specific instance and for the specific 
purpose for which given.  Notwithstanding the foregoing, no 
amendment, waiver or consent shall, unless in writing and signed 
by the Agent and all the Banks, do any of the following:  (a) 
increase the Commitments or Acquisition Commitments of the Banks 
or subject the Banks to any additional obligations, (b) reduce 
the principal amount of, or interest on, any Loan or any fees or 
other amounts payable under any Facility Document, (c) postpone 
any date fixed for any payment of principal of, or interest on, 
any Loan or any fees or other amounts payable under any Facility 
Document, (d) change the percentage of the Commitments or 
Acquisition Commitments or of the aggregate unpaid principal 
amount of Loans, or the number of Banks which shall be required 
for the Banks or any of them to take any action under any 
Facility Document, (e) amend this Section 12.1, (f) release the 
Company's guaranty (described in Article 11 hereof), 
limit the Company's liability thereunder or postpone any date 
fixed for payment thereunder or release any party to the Guaranty 
or (g) extend the expiration date of a Letter of Credit beyond 
the tenth Banking Day prior to the Termination Date; provided 
that no amendment, waiver or consent, unless in writing and 
signed by the Agent in addition to the Banks required hereinabove 
to take such action, shall affect the rights or duties of the 
Agent under any Facility Document.  No failure on the part of the 
Agent or any Bank to exercise, and no delay in exercising, any 
right hereunder or under any other Facility Document shall 
operate as a waiver thereof or preclude any other or further 
exercise thereof or the exercise of any other right.  The 
remedies herein provided are cumulative and not exclusive of any 
remedies provided by law.

     Section 12.2.  Usury.  Anything herein to the contrary 
notwithstanding, the obligations of the Company and its 
Subsidiaries under this Agreement and the Notes shall be subject 
to the limitation that payments of interest shall not be required 
to the extent that receipt thereof would be contrary to 
provisions of law applicable to a Bank limiting rates of interest 
which may be charged or collected by such Bank.

     Section 12.3.  Expenses; Indemnification.  (a) The Borrowers 
shall reimburse (i) the Agent on demand for all reasonable out-
of-pocket costs, expenses, and charges (including fees and 
charges of external legal counsel for the Agent and costs 
allocated by its internal legal department) incurred by the Agent 
in connection with the preparation, performance, or 
administration of this Agreement or the Notes and (ii) the Agent 
and the Banks on demand for all costs, expenses, and charges 
(including fees and expenses of counsel) in connection with the 
enforcement of this Agreement, provided that the Borrowers shall 
not be required to reimburse the Agent for the fees and charges 
of the Agent's external legal counsel that exceed $25,000 in 
connection with the preparation of this Agreement and the other 
Facility Documents.

     (b)  The Borrowers agree to indemnify the Agent and each 
Bank and each of such Persons' respective affiliates and 
controlling persons and each of their respective shareholders, 
directors, officers, employees, attorneys and agents (each an 
"Indemnified Person") from, and hold each of them harmless 
against, any and all losses, liabilities, claims, damages 
(including consequential damages) or expenses incurred by any of 
them arising out of or by reason of or in connection with any 
investigation or litigation or other proceedings (including any 
threatened investigation or litigation or other proceedings) 
arising out of or relating to this Agreement or any other 
Facility Document or any actual or proposed use by the Company or 
any Subsidiary of the proceeds of the Loans, including the 
reasonable fees and disbursements of counsel incurred in 
connection with any such investigation or litigation or other 
proceedings (but excluding any such losses, liabilities, claims, 
damages or expenses that are determined by a court of competent 
jurisdiction to have resulted from the gross negligence or 
willful misconduct of the applicable Indemnified Person or the 
intentional breach by a Bank or the Agent of its agreement to 
make Loans or issue a letter of credit in accordance with the 
terms of this Agreement).

     (c)  The Borrowers agree to indemnify, hold harmless and 
defend each Indemnified Person or any of them from and against 
any and all claims, losses, damages, response costs, clean-up 
costs and expenses arising out of or in any way relating to the 
existence of Hazardous Substances over, beneath, in or upon any 
real property owned or leased by the Company or any Subsidiary or 
a breach of the representations, warranties, covenants and 
agreements set forth in this Agreement, or any violation of any 
Environmental Laws or any allegations arising out of any 
violation of any Environmental Laws, including:  (i) claims of 
third parties (including agencies) for damages, penalties, 
response costs, clean-up costs, injunctive or other relief; (ii) 
costs and expenses of removal and restoration, including 
reasonable fees of attorneys and experts, and costs of reporting 
the existence of Hazardous Substances to any governmental body, 
and (iii) any and all reasonable expenses or obligations incurred 
at, before and after any trial or appeal therefrom whether or not 
taxable as costs, including witness fees deposition costs, 
copying and telephone charges, and reasonable attorneys' fees, 
all of which shall be paid by Company when incurred.

     (d)  Each of the Borrowers hereby waives any right it may 
have to seek consequential damages against any Indemnified Person 
in connection with this Agreement or any other Facility Document 
or any of the transactions contemplated hereby or thereby.

     Section 12.4.  Survival.  The obligations of the Borrowers 
under Sections 3.1, 3.5 and 12.3 shall survive the repayment of 
the Loans and the termination of the Commitments and the 
Acquisition Commitments.

     Section 12.5.  Assignments; Participations.  This Agreement 
shall be binding upon, and shall inure to the benefit of, the 
Borrowers, the Agent, the Banks and their respective successors 
and assigns, except that none of the Company, MacDermid Imaging,
or any Eligible Subsidiary may assign or transfer its rights or 
obligations hereunder.  Each Bank may assign or transfer all or 
any part of any Loan, its Commitment, its Acquisition Commitment 
or its interest in any Letters of Credit to another bank or other 
financial institution or may sell a participation in all or any 
part of any Loan, its Commitment, its Acquisition Commitment or 
its interest in any Letters of Credit to another bank or 
financial institution, in each case upon written notice to the 
Agent and the Company, in which event (i) in the case of an 
assignment or transfer, the assignee or transferee shall have, to 
the extent of such assignment or transfer (unless otherwise 
provided therein), the same rights, benefits and obligations as 
such assignee or transferee would have if it were a Bank 
hereunder, and (ii) in the case of the sale of a participation, 
the participant shall have no rights under the Facility Documents 
and all amounts payable by any Borrower under Article 3 
shall be determined as if such Bank had not sold such 
participation.  Each Bank that sells any such participation shall 
deliver a notice to the Company and the Agent of such 
participation which shall set forth the participant and the 
amount of such participation.  Any agreement executed by such 
Bank in favor of the participant shall not give the participant 
the right to require such Bank to take or omit to take any action 
hereunder except action requiring the consent of all of the Banks 
as set forth in Section 12.1.  Notwithstanding anything to the 
contrary herein, each Bank may pledge all or any part of any Loan 
to a Federal Reserve Bank in support of borrowings made by such 
Bank from such Federal Reserve Bank without notice to, or consent 
from, the Agent, any Borrower or any other Bank and without 
payment of any fee.  Any Bank may furnish any information 
concerning the Borrowers in the possession of such Bank from time 
to time to assignees and participants (including prospective 
assignees and participants); provided that such Bank shall 
require any such prospective assignee or such participant 
(prospective or otherwise) to agree in writing to maintain the 
confidentiality of such information.  In connection with any 
assignment or transfer or sale of a participation hereunder, the 
assigning, transferring or selling Bank shall pay to the Agent an 
administrative processing fee in the amount of $2,500.

     Section 12.6.  Notices.  Unless the party to be notified 
otherwise notifies the other parties in writing as provided in 
this Section 12.6, and except as otherwise provided in this 
Agreement, notices shall be given to the Agent by telephone, 
confirmed by telex, telecopy, facsimile or other writing, and to 
the Banks and to the Borrowers by ordinary mail, telex, telecopy 
or facsimile addressed to such party at its address on the 
signature page of this Agreement.  Notices shall be effective:  
(a) if given by mail, 72 hours after deposit in the mails with 
first class postage prepaid, addressed as aforesaid; and (b) if 
given by telex, telecopy or facsimile, when the telex, telecopy 
or facsimile is transmitted to the telex, telecopy or facsimile 
number as aforesaid; provided that notices to the Agent and the 
Banks shall be effective upon receipt.

     Section 12.7.  Setoff.  The Borrowers agree that, in 
addition to (and without limitation of) any right of setoff, 
banker's lien or counterclaim a Bank may otherwise have, each 
Bank shall be entitled, at its option, to offset balances 
(general or special, time or demand, provisional or final) held 
by such Bank for the account of any Borrower at any of such 
Bank's offices, in Dollars or in any other currency, against any 
amount payable by any Borrower to such Bank under this Agreement 
or any of such Bank's Notes which is not paid when due 
(regardless of whether such balances are then due to any
Borrower), in which case such Bank shall promptly notify the 
applicable Borrower and the Agent thereof; provided that such 
Bank's failure to give such notice shall not affect the validity 
of such offset.  Payments by any Borrower hereunder shall be made 
without setoff or counterclaim.

     Section 12.8.  Jurisdiction; Immunities.  (a) The Borrowers 
hereby irrevocably submit to the jurisdiction of any New York 
State or United States Federal Court sitting in New York City 
over any action or proceeding arising out of or relating to this 
Agreement or any Note or any other Facility Document, and each 
Borrower hereby irrevocably agrees that all claims in respect of 
such action or proceeding may be heard and determined in such New 
York State or Federal court.  The Borrowers irrevocably consent 
to the service of any and all process in any such action or 
proceeding by the mailing of copies of such process to the 
Company at the Company's address specified on the signature pages 
hereof.  The Borrowers agree 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 Borrowers further waive any 
objection to venue in such state and any objection to an action 
or proceeding in such state on the basis of forum non conveniens.  
The Borrowers further agree that any action or proceeding brought 
against the Agent shall be brought only in New York State or 
United States Federal court sitting in New York County.  Each of 
the Borrowers, the Agent and each of the Banks waives any right 
such Person may have to jury trial.


     (b)  Nothing in this Section 12.8 shall affect the right of 
the Agent or any Bank to serve legal process in any other manner 
permitted by law or affect the right of the Agent or any Bank to 
bring any action or proceeding against any Borrower or any of 
such Borrower's property in the courts of any other jurisdiction.

     (c)  To the extent that any Borrower has or hereafter may 
acquire any immunity from jurisdiction of any court or from any 
legal process (whether from service or notice, attachment prior 
to judgment, attachment in aid of execution, execution or 
otherwise) with respect to itself or its property, such Borrower 
hereby irrevocably waives such immunity in respect of such 
Borrower's obligations under this Agreement, and the Notes and 
the other Facility Documents.

     Section 12.9.  Judgment Currency.  If for the purpose of 
obtaining judgment in any court it is necessary to convert a sum 
due from any Borrower hereunder or under any of the Notes in 
Dollars into another currency, the parties hereto agree, to the 
fullest extent that they may effectively do so, that the rate of 
exchange used shall be that at which in accordance with normal 
banking procedures the Agent could purchase Dollars with such 
other currency at the Agent's New York office on the Banking Day 
preceding that on which final judgment is given.  The obligations 
of each Borrower in respect of any sum due to any Bank or the 
Agent hereunder or under any Note or under any other Facility 
Document shall, notwithstanding any judgment in a currency other 
than Dollars, be discharged only to the extent that on the 
Banking Day following receipt by such Bank or the Agent (as the 
case may be) of any sum adjudged to be so due in such other 
currency such Bank or the Agent (as the case may be) may in 
accordance with normal banking procedures purchase Dollars with 
such other currency; if the amount of Dollars so purchased is 
less than the sum originally due to such Bank or the Agent, as 
the case may be, in Dollars, the Borrowers agree, to the fullest 
extent that they may effectively do so, as a separate obligation 
and notwithstanding any such judgment, to indemnify such Bank or 
the Agent, as the case may be, against such deficiency, and if 
the amount of Dollars so purchased exceeds (a) the sum originally 
due to any Bank or the Agent, as the case may be, and (b) any 
amounts shared with other Banks as a result of allocations of 
such excess as a disproportionate payment to such Bank under 
Section 10.17, such Bank or the Agent, as the case may 
be, agrees to remit such excess to the applicable Borrower.

     Section 12.10.  Confidentiality.  The Agent and each Bank 
shall keep confidential any information provided by any Borrower 
clearly identified as confidential; provided that nothing herein 
shall prevent the Agent or any Bank from disclosing such 
information (a) to its officers, directors, employees, agents, 
attorneys and accountants in connection with the entry into and 
administration of this Agreement and the extensions of credit 
hereunder, (b) upon the order of a court or administrative 
agency, (c) upon the request or demand of any regulatory agency 
or authority having jurisdiction over such party, (d) which has 
become publicly available without breach of any agreement among 
the parties hereto, (e) as necessary for the exercise of any 
remedy hereunder or under any Note, or (f) subject to provisions 
similar to those contained in this Section 12.10, to any 
participant or assignee or prospective participant or assignee.

     Section 12.11.  Table of Contents; Headings.  Any table of 
contents and the headings and captions hereunder are for 
convenience of reference only, are not a part of this Agreement 
and shall not affect the interpretation or construction of this 
Agreement.

     Section 12.12.  Severability.  The provisions of this 
Agreement are intended to be severable.  If for any reason any 
provision of this Agreement shall be held invalid or 
unenforceable in whole or in part in any jurisdiction, such 
provision shall, as to such jurisdiction, be ineffective to the 
extent of such invalidity or unenforceability without in any 
manner affecting the validity or enforceability thereof in any 
other jurisdiction or the remaining provisions hereof in any 
jurisdiction.

     Section 12.13.  Counterparts.  This Agreement may be 
executed in any number of counterparts, all of which taken 
together shall constitute one and the same instrument, and any 
party hereto may execute this Agreement by signing any such 
counterpart.

     Section 12.14.  Integration.  Except as set forth in Section 
2.15, the Facility Documents set forth the entire agreement 
among the parties hereto relating to the transactions 
contemplated thereby and supersede any prior oral or written 
statements or agreements with respect to such transactions.

     Section 12.15.  Governing Law.  This Agreement shall be 
governed by, and interpreted and construed in accordance with, 
the law of the State of New York.

     Section 12.16.  Superseding Effects.  This Agreement amends 
and restates in its entirety the Existing Credit Facility.

[The Remainder of This Page Has Been Left Intentionally Blank]

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

                         MacDERMID, INCORPORATED


                         By______________________________
                           Name: John L. Cordani
                           Title: Secretary

                         Address for Notices:

                         245 Freight Street
                         Waterbury, Connecticut 06702
                         Attn:  Corporate Secretary


                         MacDERMID IMAGING 
                           TECHNOLOGY, INC.


                         By______________________________
                           Name:   Sharon J. Stone
                           Title:  Treasurer

                         Address for Notices:

                         245 Freight Street
                         Waterbury, Connecticut 06702
                         Attn:  President


                         AGENT:
THE CHASE MANHATTAN BANK



                         By______________________________
                           Name:  Scott Farquhar
                           Title: Vice President



                         Address for Notices:


                         D. Scott Farquhar
                         The Chase Manhattan Bank
                         999 Broad Street
                         Bridgeport, Connecticut 06604
                         Telephone: (203) 368-5113
                         Telefax:   (203) 382-5360

                         Sunita Vora
                         The Chase Manhattan Bank
                         4 Chase Metrotech
                         Brooklyn, New York  11245
                         Telephone:  (718) 242-7942
                         Telefax:    (718) 242-6909


                         BANKS:

                         THE CHASE MANHATTAN BANK


                         By______________________________
                           Name:  Scott Farquhar
                           Title: Vice President


                         Lending Office for Variable Rate 
                         Loans:

                         The Chase Manhattan Bank
                         One Chase Manhattan Plaza
                         New York, New York  10081


                         Lending Office for Eurocurrency
                         Loans:

                         The Chase Manhattan Bank
                         Nassau Branch c/o
                         Eurocurrency Operations
                         4 Chase Metrotech Center
                         Brooklyn, New York  11245

                         Address for Notices:

                         D. Scott Farquhar
                         The Chase Manhattan Bank 
                         999 Broad Street
                         Bridgeport, Connecticut 06604
                         Telephone: (203) 368-5119
                         Telefax:   (203) 382-5360

                         Sunita Vora
                         The Chase Manhattan Bank
                         4 Chase Metrotech
                         Brooklyn, New York  11245
                         Telephone:  (718) 242-7942
                         Telefax:    (718) 242-6909


                         BANKS:

                         CREDIT LYONNAIS NEW YORK BRANCH


                         By____________________________
                         Name:  John C. Oberle
                         Title: Authorized Signatory

                         Lending Office for Variable Rate Loans:

                         Credit Lyonnais New York Branch
                         1301 Avenue of the Americas
                         New York, NY  10019

                         Lending Office for Eurocurrency Loans:

                         Credit Lyonnais New York Branch
                         1301 Avenue of the Americas
                         New York, NY  10019

                         Address for Notices:

                         John Oberle
                         Credit Lyonnais New York Branch
                         1301 Avenue of the Americas
                         New York, NY  10019
                         Telephone:  (212) 261-7344
                         Facsimile:  (212) 459-3179

                         Kathy Daniele
                         Credit Lyonnais New York Branch
                         1301 Avenue of the Americas
                         New York, NY  10019
                         Telephone:  (212) 261-7341
                         Facsimile:  (212) 459-3179

                         BANKS:

                         THE BANK OF NEW YORK
                         By____________________________
                           Name:  David M. Duffy
                           Title: Vice President

                         Lending Office for Variable Rate Loans:
                         The Bank of New York 
                         48 Wall Street
                         New York, New York 10286


                         Lending Office for Eurocurrency Loans:

                         The Bank of New York 
                         48 Wall Street
                         New York, New York 10286


                         Address for Notices:

                         Joseph F. Markey
                         BNY Business Center
                         301 Tresser Boulevard
                         Stamford, CT  06901
                         Telephone:  (203) 967-8000
                         Facsimile:  (203) 967-8006

                         Joseph F. Markey
                         The Putnam Trust Company
                         10 Mason Street
                         Greenwich, Connecticut
                         Telephone: (203) 869-3000
                         Facsimile: (203) 863-2645

                         Kelly Donahue
                         The Bank of New York
                         123 Main Street
                         White Plains, New York  10607
                         Telephone:  (914) 421-8048
                         Facsimile:  (914) 421-8065

                         BANKS:
                         BANK OF TOKYO-MITSUBISHI TRUST COMPANY


                         By____________________________
                         Name:  Sharon Fountain
                         Title: Vice President


                         Lending Office for Variable Rate Loans:

                         Bank of Tokyo-Mitsubishi Trust Company
                         1251 Avenue of the Americas
                         New York, New York 10020-1104


                         Lending Office for Eurocurrency Loans:

                         Bank of Tokyo-Mitsubishi Trust Company
                         1251 Avenue of the Americas
                         New York, New York 10020-1104


                         Address for Notices:

                         Sharon Fountain
                         Bank of Tokyo-Mitsubishi Trust Company
                         1251 Avenue of the Americas
                         New York, New York  10020-1104
                         Telephone: (212) 782-4323
                         Facsimile: (212) 782-6440

                         Robert Orca
                         Bank of Tokyo-Mitsubishi Trust Company
                         1251 Avenue of the Americas
                         New York, New York  10020-1104
                         Telephone: (212) 782-4332
                         Facsimile: (212) 782-6440



                         BANKS:

                         MELLON BANK, N.A.


                         By____________________________
                         Name:  George B. Davis
                         Title: Vice President


                         Lending Office for Variable Rate Loans:

                         Mellon Bank, N.A.
                         Three Mellon Bank Center, Suite 2304
                         Pittsburgh, Pennsylvania  15259

                         Lending Office for Eurocurrency Loans:

                         Mellon Bank, N.A.
                         Three Mellon Bank Center, Suite 2304
                         Pittsburgh, Pennsylvania  15259


                         Address for Notices:

                         George B. Davis
                         Mellon Bank, N.A.
                         Three Mellon Bank Center, Suite 2304
                         Pittsburgh, Pennsylvania  15259
                         Telephone: (412) 234-5420
                         Facsimile: (412) 234-3049

                         Pat Martin
                         Mellon Bank, N.A.
                         Three Mellon Bank Center, Suite 2304
                         Pittsburgh, Pennsylvania  15259
                         Telephone:  (412) 234-4710
                         Facsimile:  (412) 236-2027


                         BANKS:

                         MORGAN GUARANTY TRUST COMPANY OF NEW YORK


                         By____________________________
                         Name:  Sandra J.S. Kurek
                         Title: Associate


                         Lending Office for Variable Rate Loans:

                         Morgan Guaranty Trust Company 
                          of New York
                         60 Wall Street
                         New York, New York  10260-0060

                         Lending Office for Eurocurrency Loans:

                         Morgan Guaranty Trust Company 
                          of New York
                         60 Wall Street
                         New York, New York  10260-0060 

                         Address for Notices:

                         Sandra J.S. Kurek
                         Morgan Guaranty Trust Company
                          of New York
                         60 Wall Street
                         New York, New York  10260-0060 
                         Telephone: (212) 648-9185
                         Facsimile: (212) 648-5018

                         Mark Connor
                         Morgan Guaranty Trust Company
                          of New York
                         c/o J.P. Morgan Services, Inc.
                         Loan Operations - 3rd Floor
                         500 Stanton Christiana Road
                         Newark, Delaware  19713
                         Telephone: (302) 634-4218
                         Facsimile: (302) 635-1852


                         BANKS:

                         BANK OF BOSTON



                         By____________________________
                           Name:  John R. McNair
                           Title: Vice President


                         Lending Office for Variable Rate Loans:

                         Michael Langmeyer
                         Bank of Boston 74-02-05
                         100 Rustcraft Road
                         Dedham, MA  02026


                         Lending Office for Eurocurrency Loans:

                         Michael Langmeyer
                         Bank of Boston 74-02-05
                         100 Rustcraft Road
                         Dedham, MA  02026


                         Address for Notices:

                         Donald W. Peters
                         Bank of Boston CT
                         CT WB4 WMW 07-611
                         81 West Main Street
                         Waterbury, CT  06702
                         Telephone: (203) 575-3733
                         Facsimile: (203) 574-7599


                         Michael Langmeyer
                         Bank of Boston 74-02-05
                         100 Rustcraft Road
                         Dedham, MA  02026
                         Telephone: (617) 467-2146
                         Facsimile: (617) 467-2151





                         BANKS:
                         FLEET NATIONAL BANK 

                         By____________________________
                           Name:  Robert Rubino
                           Title:   Vice President


                         Lending Office for Variable Rate Loans:

                         Fleet National Bank
                         One Landmark Square
                         Stamford, CT  06904


                         Lending Office for Eurocurrency Loans:

                         Fleet National Bank
                         One Landmark Square
                         Stamford, CT  06904



                         Address for Notices:

                         Robert Rubino
                         One Federal Street
                         Boston, Massachusetts  02211
                         Telephone: (617) 346-0574
                         Facsimile:  (617) 346-0585


                         Gwen Pesce
                         Fleet National Bank
                         One Landmark Square
                         Stamford, CT  06904
                         Telephone: (203) 358-2032
                         Facsimile: (203) 358-6111


                         BANKS:

                         FIRST UNION BANK OF CONNECTICUT


                         By____________________________
                           Name:  Diane Chamberlain
                           Title: Vice President



                         Lending Office for Variable Rate Loans:

                         First Union Bank of Connecticut
                         300 Main Street
                         Stamford, CT  06904

                         Lending Office for Eurocurrency Loans:

                         First Union Bank of Connecticut
                         300 Main Street
                         Stamford, CT  06904

                         Address for Notices:

                         Shirley Kizilski
                         Middle Market Dept.
                         10 State House Sq., 2nd Floor
                         Hartford, CT  06103
                         Telephone:  (860) 247-1353
                         Facsimile:  (860) 247-1356