<PAGE>


                                                                EXECUTION COPY



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                                CREDIT AGREEMENT


                                  DATED AS OF
                                  MAY 14, 1998

                                     AMONG

                            W. R. GRACE & CO.-CONN.,
                               W. R. GRACE & CO.


                            The Banks Party Hereto,


                           THE CHASE MANHATTAN BANK,
                            as Administrative Agent


                                      and


                             CHASE SECURITIES INC.,
                                  as Arranger

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                               TABLE OF CONTENTS

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<S>     <C>                                                                                                   <C>
SECTION 1.  DEFINITIONS.........................................................................................  1
         1.1  Defined Terms.....................................................................................  1
         1.2  Other Definitional Provisions..................................................................... 13

SECTION 2.  AMOUNT AND TERMS OF COMMITMENTS..................................................................... 13
         2.1  Commitments....................................................................................... 13
         2.2  Obligations of Borrowers; Revolving Credit Notes.................................................. 13
         2.3  Procedure for Revolving Credit Borrowing.......................................................... 15

SECTION 3.  BILATERAL OPTION LOANS.............................................................................. 15
         3.1  Requests for Offers............................................................................... 15
         3.2  Reports to Administrative Agent; Determination of Dollar Equivalents.............................. 16
         3.3  Judgment Currency................................................................................. 16
         3.4  Repayments........................................................................................ 17

SECTION 4.  BID LOANS........................................................................................... 17
         4.1  The Bid Loans..................................................................................... 17
         4.2  Procedure for Bid Loans........................................................................... 17
         4.3  Repayments........................................................................................ 19
         4.4  Interest on Bid Loans............................................................................. 19
         4.5  Obligations of Borrowers; Bid Loan Notes.......................................................... 19

SECTION 5.  LOAN FACILITY COMMON PROVISIONS..................................................................... 20
         5.1  Interest Rates and Payment Dates.................................................................. 20
         5.2  Facility Fee, etc................................................................................. 21
         5.3  Termination or Reduction of Commitments; Change of Control Date................................... 22
         5.4  Prepayments....................................................................................... 23
         5.5  Conversion and Continuation Options............................................................... 23
         5.6  Minimum Amounts of Eurodollar Tranches............................................................ 24
         5.7  Computation of Interest and Fees.................................................................. 24
         5.8  Inability to Determine Interest Rate.............................................................. 25
         5.9  Pro Rata Treatment and Payments................................................................... 25
         5.10  Illegality....................................................................................... 27
         5.11  Requirements of Law.............................................................................. 27
         5.12  Taxes............................................................................................ 28
         5.13  Indemnity........................................................................................ 29

SECTION 6.  REPRESENTATIONS AND WARRANTIES...................................................................... 30
         6.1  Corporate Existence; Compliance with Law.......................................................... 30
         6.2  Corporate Power, Authorization; Enforceable Obligations........................................... 30
         6.3  No Legal Bar...................................................................................... 30
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                                       i


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<S>     <C>                                                                                                   <C>
         6.4  No Material Litigation............................................................................ 30
         6.5  Ownership of Properties........................................................................... 31
         6.6  Financial Condition............................................................................... 31
         6.7  Disclosure of Contingent Liabilities.............................................................. 31
         6.8  ERISA ............................................................................................ 31
         6.9  Certain Federal Regulations....................................................................... 32
         6.10  No Default....................................................................................... 32
         6.11  Taxes............................................................................................ 32
         6.12  Investment Company Act; Other Regulations........................................................ 32
         6.13  Purpose of Loans................................................................................. 32
         6.14  Environmental Matters............................................................................ 32
         6.15  Principal Subsidiaries........................................................................... 32
         6.16  Year 2000........................................................................................ 32

SECTION 7.  CONDITIONS PRECEDENT................................................................................ 33
         7.1  Conditions to Effectiveness....................................................................... 33
         7.2  Conditions to Each Loan........................................................................... 34

SECTION 8.  AFFIRMATIVE COVENANTS............................................................................... 35
         8.1  Financial Statements.............................................................................. 35
         8.2  Certificates; Other Information................................................................... 35
         8.3  Payment of Obligations............................................................................ 36
         8.4  Conduct of Business and Maintenance of Existence.................................................. 36
         8.5  Insurance......................................................................................... 37
         8.6  Inspection of Property, Books and Records; Discussions............................................ 37
         8.7  Notices........................................................................................... 37
         8.8  Environmental Laws................................................................................ 38
         8.9  Year 2000 Compliance.............................................................................. 38

SECTION 9.  NEGATIVE COVENANTS.................................................................................. 39
         9.1  Financial Condition Covenants..................................................................... 39
         9.2  Limitation on Liens............................................................................... 39
         9.3  Limitation on Fundamental Changes................................................................. 41
         9.4  Limitation on Asset Transfers to Foreign Subsidiaries............................................. 41
         9.5  Limitation on Subordinated Debt................................................................... 41

SECTION 10.  EVENTS OF DEFAULT.................................................................................. 41

SECTION 11.  THE ADMINISTRATIVE AGENT........................................................................... 44
         11.1  Appointment...................................................................................... 44
         11.2  Delegation of Duties............................................................................. 44
         11.3  Exculpatory Provisions........................................................................... 44
         11.4  Reliance by Administrative Agent................................................................. 45
         11.5  Notice of Default................................................................................ 45
         11.6  Non-Reliance on Administrative Agent and Other Banks............................................. 45
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<S>     <C>                                                                                                   <C>
         11.7  Indemnification.................................................................................. 46
         11.8  Administrative Agent in Its Individual Capacity.................................................. 46
         11.9  Successor Administrative Agent................................................................... 46
         11.10  Co-Agents....................................................................................... 47

SECTION 12.  GUARANTEES......................................................................................... 47
         12.1  Parent Guarantee................................................................................. 47
         12.2  Company Guarantee................................................................................ 47
         12.3  No Subrogation, Contribution, Reimbursement or Indemnity......................................... 48
         12.4  Amendments, etc., with respect to the Obligations................................................ 48
         12.5  Guarantee Absolute and Unconditional............................................................. 49
         12.6  Reinstatement.................................................................................... 49
         12.7  Payments......................................................................................... 50

SECTION 13.  MISCELLANEOUS...................................................................................... 50
         13.1  Amendments and Waivers; Replacement of Banks..................................................... 50
         13.2  Notices.......................................................................................... 51
         13.3  No Waiver; Cumulative Remedies................................................................... 52
         13.4  Survival of Representations and Warranties....................................................... 52
         13.5  Payment of Expenses and Taxes.................................................................... 52
         13.6  Successors and Assigns; Participations; Purchasing Banks......................................... 53
         13.7  Adjustments; Set-off............................................................................. 56
         13.8  Counterparts..................................................................................... 57
         13.9  Severability..................................................................................... 57
         13.10  Integration..................................................................................... 57
         13.11  GOVERNING LAW................................................................................... 57
         13.12  Submission to Jurisdiction; Waivers............................................................. 57
         13.13  Acknowledgments................................................................................. 58
         13.14  WAIVERS OF JURY TRIAL........................................................................... 58
         13.15  Additional Borrowers............................................................................ 59
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<TABLE>
<CAPTION>
<S>                     <C>
SCHEDULES
Schedule I               Commitments; Lending Offices and Addresses for Notices
Schedule II              Principal Subsidiaries

EXHIBITS

Exhibit A                Form of Revolving Credit Note
Exhibit B                Form of Bid Loan Note
Exhibit C                Form of Bid Loan Confirmation
Exhibit D                Form of Bid Loan Offer
Exhibit E                Form of Bid Loan Request
Exhibit F-1              Form of Opinion of Counsel to the Company and the Parent
Exhibit F-2              Form of Opinion of Simpson Thacher & Bartlett
Exhibit G                Form of Officer's Certificate
Exhibit H                Form of Commitment Transfer Supplement
Exhibit I                Form of Notice of Additional Borrower
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                                       iv


<PAGE>



                  CREDIT AGREEMENT, dated as of May 14, 1998, among W. R. GRACE
& CO.-CONN., a Connecticut corporation (the "Company"), W. R. GRACE & CO.
(formerly named Grace Specialty Chemicals, Inc.), a Delaware corporation (the
"Parent"), the several banks from time to time parties to this Agreement (the
"Banks"), the co-agents signatories hereto (the "Co-Agents"), THE CHASE
MANHATTAN BANK, a New York banking corporation, as administrative agent for the
Banks hereunder (in such capacity, the "Administrative Agent") and CHASE
SECURITIES INC., as arranger (in such capacity, the "Arranger").

                  The parties hereto hereby agree as follows:

                             SECTION 1. DEFINITIONS

                  1.1 Defined Terms. As used in this Agreement, the following
terms shall have the following meanings:

                  "ABR Loans": Loans the rate of interest applicable to which
         is based upon the Alternate Base Rate.

                  "Affiliate": as to any Person, (a) any other Person (other
         than a Subsidiary) which, directly or indirectly, is in control of, is
         controlled by, or is under common control with, such Person or (b) any
         Person who is a director, officer, shareholder or partner (i) of such
         Person, (ii) of any Subsidiary of such Person or (iii) of any Person
         described in the preceding clause (a). For purposes of this
         definition, "control" of a Person means the power, directly or
         indirectly, either to (i) vote 10% or more of the securities having
         ordinary voting power for the election of directors of such Person or
         (ii) direct or cause the direction of the management and policies of
         such Person whether by contract or otherwise.

                  "Aggregate Outstanding Bilateral Option Loans": at any time,
         (i) the aggregate outstanding principal amount of all Dollar Bilateral
         Loans and (ii) the aggregate Dollar Equivalents at such time with
         respect to all outstanding Alternative Currency Bilateral Loans.

                  "Agreement": this Credit Agreement, as the same may be
         amended, supplemented or otherwise modified from time to time.

                  "Alternate Base Rate": for any day, a rate per annum (rounded
         upwards, if necessary, to the next 1/16 of 1%) equal to the greater of
         (a) the Prime Rate in effect on such day and (b) the Federal Funds
         Effective Rate in effect on such day plus 1/2 of 1%. "Prime Rate"
         shall mean the rate of interest per annum publicly announced from time
         to time by the Administrative Agent as its prime rate in effect at its
         principal office in New York City. "Federal Funds Effective Rate"
         shall mean, for any day, the weighted average of the rates on
         overnight federal funds transactions with members of the Federal
         Reserve System arranged by federal funds brokers, as published on the
         next succeeding Business Day by the Federal Reserve Bank of New York,
         or, if such rate is not so published for any day which is a Business
         Day, the average of the quotations for the day of such

<PAGE>



         transactions received by the Administrative Agent from three federal
         funds brokers of recognized standing selected by it. If for any reason
         the Administrative Agent shall have determined (which determination
         shall be conclusive absent manifest error) that it is unable to
         ascertain the Federal Funds Effective Rate, for any reason, including,
         the inability or failure of the Administrative Agent to obtain
         sufficient quotations in accordance with the terms hereof, the
         Alternate Base Rate shall be determined without regard to clause (b)
         of the first sentence of this definition until the circumstances
         giving rise to such inability no longer exist. Any change in the
         Alternate Base Rate due to a change in the Prime Rate or the Federal
         Funds Effective Rate shall be effective on the effective date of such
         change in the Prime Rate or the Federal Funds Effective Rate,
         respectively.

                  "Alternative Currency": any currency other than Dollars which
         is freely transferable and convertible into Dollars.

                  "Alternative Currency Bilateral Loan": a Loan made by a Bank
         to any Borrower in an Alternative Currency pursuant to Section 3.

                  "Applicable Margin": for any day on which the long term
         senior unenhanced, unsecured debt of the Company is rated by both S&P
         and Moody's, the rate per annum under the caption "Margin" (a "Margin
         Rate") set forth below opposite the S&P and Moody's ratings applicable
         to such debt on such day (or, if such ratings are set opposite two
         different Margin Rates, then the Applicable Margin shall be the lower
         of said two Margin Rates):

              Margin              S&P                      Moody's
              ----------------------------------------------------

              .400%               BB+ or lower             Ba1 or lower

              .250%               BBB-                     Baa3

              .215%               BBB                      Baa2

              .185%               BBB+                     Baa1

              .175%               A- or higher             A3 or higher

         provided that if on any day the long term senior unenhanced, unsecured
         debt of the Company is rated by only one of either S&P or Moody's, the
         Applicable Margin will be determined based on the rating by such
         rating agency, and provided, further, that if on any day the long term
         senior unenhanced, unsecured debt of the Company is rated by neither
         S&P nor Moody's, the Applicable Margin will be determined based on the
         rating of such debt by Duff & Phelps, Fitch or another nationally
         recognized statistical rating organization agreed to by and among the
         Company, the Administrative Agent and the Majority Banks (each, a
         "Substitute Rating Agency") and will be the Margin Rate set forth
         above opposite the S&P and Moody's ratings comparable to such
         Substitute Rating

<PAGE>



         Agency's rating of such debt on such date, and provided, further, that
         if on any day the long term senior unenhanced, unsecured debt of the
         Company is rated by none of S&P, Moody's or any Substitute Rating
         Agency, the Company, the Administrative Agent and the Banks will
         negotiate in good faith to determine an alternative basis for
         calculating the Applicable Margin consistent with the table set forth
         above and, if agreement on such alternative basis is not reached
         within 30 days, the Applicable Margin will be calculated on an
         alternative basis determined by the Administrative Agent and the Banks
         in their reasonable discretion consistent with the table above, and
         until such alternative basis is determined the Applicable Margin will
         be the Applicable Margin last determined as provided in the table
         above.

                  "Available Commitment": as to any Bank at any time, an amount
         equal to the excess, if any, of (a) the amount of such Bank's
         Commitment over (b) the Loan Outstandings of such Bank at such time.

                  "Bid Loan": each Bid Loan made pursuant to Section 4.

                  "Bid Loan Banks": Banks which have outstanding Bid Loans or
         which are making Bid Loans.

                  "Bid Loan Confirmation": each confirmation by the Borrower of
         its acceptance of Bid Loan Offers, which Bid Loan Confirmation shall
         be substantially in the form of Exhibit C.

                  "Bid Loan Note": as defined in subsection 4.5(c);
         collectively, the "Bid Loan Notes".

                  "Bid Loan Offer": each offer by a Bank to make Bid Loans
         pursuant to a Bid Loan Request, which Bid Loan Offer shall contain the
         information specified in Exhibit D.

                  "Bid Loan Request": each request by a Borrower for Banks to
         submit bids to make Bid Loans at a fixed rate, which shall contain the
         information in respect of such requested Bid Loans specified in
         Exhibit E and shall be delivered to the Administrative Agent.

                  "Bilateral Option Loan": a Loan made by a Bank to a Borrower
         pursuant to Section 3. Bilateral Option Loans may be either Dollar
         Bilateral Loans or Alternative Currency Bilateral Loans.

                  "Bilateral Option Loan Report": as defined in subsection 3.2.

                  "Board": The Board of Governors of the Federal Reserve System
         of the United States of America or any successor thereto.


<PAGE>



                  "Borrower": the Company and any Subsidiary of the Company
         with respect to which a Notice of Additional Borrower has been given
         and all conditions precedent to the effectiveness thereof have been
         satisfied.

                  "Borrowing Date": any Business Day specified in a notice
         pursuant to subsection 2.3 and 4.2, as a date on which a Borrower
         requests the Banks to make Loans hereunder, or any date that a
         Bilateral Option Loan is made in accordance with subsection 3.1.

                  "Business Day": a day other than a Saturday, Sunday or other
         day on which commercial banks in New York City are authorized or
         required by law to close.

                  "Capitalized Lease": any lease of property, real or personal,
         the obligations of the lessee in respect of which are required to be
         capitalized in accordance with GAAP.

                  "Change of Control Date": (i) the first day on which the
         Company determines that any Person or group of related Persons has
         direct or indirect beneficial ownership of 30% or more of the
         outstanding capital stock of the Parent having ordinary voting power
         (other than stock having such power only by reason of the happening of
         a contingency) for the election of a majority of the board of
         directors of the Parent or (ii) the first day on which any Person or
         group of related Persons shall acquire all or substantially all of the
         assets of the Parent.

                  "Chase": The Chase Manhattan Bank.

                  "Closing Date": the first date on which the conditions set
         forth in subsection 7.1 have been satisfied or waived.

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

                  "Commitment": as to any Bank, the obligation of such Bank to
         make Revolving Credit Loans hereunder to the Borrowers in an aggregate
         principal amount at any one time outstanding not to exceed the amount
         set forth opposite such Bank's name on Schedule I under the heading
         "Commitment".

                  "Commitment Percentage": as to any Bank at any time, the
         percentage of the aggregate Commitments then constituted by such
         Bank's Commitment.

                  "Commitment Period": the period from and including the date
         hereof to but not including the Termination Date or such earlier date
         on which the Commitments shall terminate as provided herein.

                  "Commonly Controlled Entity": an entity, whether or not
         incorporated, which is under common control with the Company within
         the meaning of Section 4001(a)(14) of ERISA or is part of a group
         which includes the Company and which is treated as a single employer
         under subsection (b) or (c) of Section 414 of the Code.

<PAGE>



                  "Consolidated Debt": at a particular date, with respect to
         the Parent and its Subsidiaries, and without duplication, the sum of
         the amounts set forth on a consolidated balance sheet of the Parent
         and its Subsidiaries prepared as of such date in accordance with GAAP
         opposite the captions (1) "Long-term debt" (or the equivalent caption)
         and (2) "Short-term debt" (or the equivalent caption) but always to
         include all indebtedness for borrowed money of the Parent and its
         Subsidiaries in accordance with GAAP.

                  "Consolidated Interest Expense": for any period, with respect
         to the Parent and its Subsidiaries, the sum of the amounts which, in
         conformity with GAAP, would be (i) set forth opposite the caption
         "Interest expense and related financing costs" (or the equivalent
         caption) and (ii) calculated as interest expense and included in the
         amount set forth opposite the caption "Income/(loss) from discontinued
         operations" (or the equivalent caption), each on the consolidated
         statement of operations of the Parent and its Subsidiaries for such
         period.

                  "Consolidated Net Income": for any period, net income or loss
         of the Parent and its Subsidiaries for such period determined on a
         consolidated basis in accordance with GAAP, provided that there shall
         be excluded from such net income or loss (a) the income of any Person
         in which any other Person (other than the Parent and its Subsidiaries
         or any director holding qualifying shares in compliance with
         applicable law) has a joint interest, except to the extent of the
         amount of dividends or other distributions actually paid to the Parent
         or any of its Subsidiaries by such Person during such period and (b)
         the income (or loss) of any Person accrued prior to the date it
         becomes a Subsidiary or is merged into or consolidated with the Parent
         or any of the Subsidiaries or the date that Person's assets are
         acquired by the Parent or any of its Subsidiaries.

                  "Contractual Obligation": as to any Person, any provision of
         any security issued by such Person or of any agreement, instrument or
         other undertaking to which such Person is a party or by which it or
         any of its property is bound.

                  "Default": any of the events specified in Section 10, whether
         or not any requirement for the giving of notice, the lapse of time, or
         both, has been satisfied.

                  "Dollar Bilateral Loan": a Bilateral Option Loan denominated
         in Dollars.

                  "Dollar Equivalent": on any date of determination by the
         Administrative Agent pursuant to subsection 3.2(b) or 3.2(c), as
         applicable, in respect of any Alternative Currency Bilateral Loan the
         amount of Dollars obtained by converting the outstanding amount of
         currency of such Alterative Currency Bilateral Loan, as specified in
         the then most recent Bilateral Option Loan Report, into Dollars at the
         spot rate for the purchase of Dollars with such currency as quoted by
         the Administrative Agent at its principal foreign exchange trading
         operations office in New York City on such date.

                  "Dollars" and "$": dollars in lawful currency of the United
         States of America.

<PAGE>


                  "Domestic Indebtedness": any Indebtedness of the Parent and
         any Domestic Subsidiary.

                  "Domestic Subsidiary": any Subsidiary of the Parent other
         than a Foreign Subsidiary.

                  "Duff & Phelps": Duff & Phelps, Inc.

                  "EBIT": for any period, with respect to the Parent and its
         Subsidiaries, Consolidated Net Income for such period, plus, without
         duplication and to the extent deducted from revenues in determining
         Consolidated Net Income for such period, the sum of (a) the aggregate
         amount of Consolidated Interest Expense for such period, (b) the
         aggregate amount of income tax expense for such period, (c) all
         extraordinary charges during such period, and (d) all other non-cash
         charges during such period, including, but not limited to, (1) asset
         disposals, (2) the implementation or modified application of financial
         accounting standards, and (3) other special transactions (including,
         but not limited to, charges relating to Restructuring Activities,
         asset impairment, discontinued operations and asbestos-related
         litigation, claims and reimbursements), and minus, without duplication
         and to the extent added to revenues in determining Consolidated Net
         Income for such period, the sum of (i) all extraordinary gains during
         such period and (ii) all other non-cash gains, including those listed
         in clause (d) above, during such period, all as determined on a
         consolidated basis in accordance with GAAP.

                  "EBITDA": for any period, EBIT plus (i) all amounts which
         would be set forth opposite the caption "Depreciation and
         amortization" (or the equivalent caption) and (ii) any amount
         calculated as depreciation and amortization and included in the amount
         set forth opposite the caption "Income/(loss) from discontinued
         operations" (or the equivalent caption), each on the consolidated
         statement of operations of the Parent and its Subsidiaries prepared in
         accordance with GAAP for such period.

                  "Environmental Laws": any and all federal, state, local or
         municipal laws, rules, orders, regulations, statutes, ordinances,
         codes, decrees or requirements of any Governmental Authority
         regulating, relating to or imposing liability or standards of conduct
         concerning environmental protection matters, including without
         limitation, Hazardous Materials, as now or may at any time hereafter
         be in effect.

                  "ERISA": the Employee Retirement Income Security Act of 1974,
         as amended from time to time.

                  "Eurocurrency Reserve Requirements": for any day as applied
         to a Eurodollar Loan, the aggregate (without duplication) of the rates
         (expressed as a decimal fraction) of any reserve requirements in
         effect on such day (including, without limitation, basic,
         supplemental, marginal and emergency reserves under any regulations of
         the Board of Governors of the Federal Reserve System or other
         Governmental Authority having jurisdiction with respect thereto)
         dealing with reserve requirements prescribed for

<PAGE>



         eurocurrency funding (currently referred to as "Eurocurrency
         Liabilities" in Regulation D of such Board) maintained by a member
         bank of such System.

                  "Eurodollar Loans": Loans the rate of interest applicable to
         which is based upon the Eurodollar Rate.

                  "Eurodollar Rate": with respect to each day during each
         Interest Period pertaining to a Eurodollar Loan, the rate per annum
         equal to the rate at which Chase is offered Dollar deposits at or
         about 10:00 A.M., New York City time, two Business Days prior to the
         beginning of such Interest Period in the interbank eurodollar market
         where the eurodollar and foreign currency and exchange operations in
         respect of its Eurodollar Loans are then being conducted for delivery
         on the first day of such Interest Period for the number of days
         comprised therein and in an amount comparable to the amount of its
         Eurodollar Loan to be outstanding during such Interest Period.

                  "Eurodollar Tranche": the collective reference to Eurodollar
         Loans, the Interest Periods with respect to all of which begin on the
         same date and end on the same later date (whether or not such Loans
         shall originally have been made on the same day).

                  "Event of Default": any of the events specified in Section
         10, provided that any requirement for the giving of notice, the lapse
         of time, or both, has been satisfied.

                  "Excluded Subsidiaries": GN Holdings, Inc., a Delaware
         corporation; CCHP, Inc., a Delaware corporation; Assignment America,
         Inc., a Delaware corporation; Cross Country Staffing, a Delaware
         general partnership, and each of their respective Subsidiaries.

                  "Existing Credit Agreement": the Credit Agreement, dated as
         of May 16, 1997, as amended, supplemented or otherwise modified as of
         the date hereof, among W. R. Grace & Co.-Conn., W. R. Grace & Co.
         (formerly named Grace Specialty Chemicals, Inc.), the several banks
         from time to time parties thereto and The Chase Manhattan Bank, as
         administrative agent.

                  "FASB 5": Statement of Financial Accounting Standards No. 5,
         Accounting for Contingencies, of the Financial Accounting Standards
         Board, as the same may be from time to time supplemented, amended or
         interpreted by such Board.

                  "Fitch": Fitch IBCA, Inc. and its successors and assigns.

                  "Foreign Subsidiary": any Subsidiary of the Parent (i) that
         is organized under the laws of any jurisdiction other than any state
         (including the District of Columbia), territory or possession of the
         United States of America (a "foreign jurisdiction"), or (ii) more than
         50 percent of the book value of the assets of which (as of the end of
         the most recent fiscal period for which financial statements are
         required to have been provided pursuant to subsection 8.1(a) or (b))
         are located in one or more foreign jurisdictions, or (iii) more than
         50 percent of the Net Sales and Revenues of which (for the most recent
         fiscal year

<PAGE>



         for which financial statements are required to have been provided
         pursuant to subsection 8.1(a)) were from sales made and/or services
         provided in one or more foreign jurisdictions, or (iv) more than 50
         percent of the book value of the assets of which (as of the end of the
         most recent fiscal period for which financial statements are required
         to have been provided pursuant to subsection 8.1(a) or (b)) consists
         of equity interests in and/or Indebtedness of one or more Subsidiaries
         that are "Foreign Subsidiaries" within clauses (i), (ii), (iii) or
         (iv) of this definition.

                  "Foreign Subsidiary Indebtedness": any Indebtedness of any
         Foreign Subsidiary.

                  "GAAP": generally accepted accounting principles in the
         United States of America in effect from time to time.

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

                  "Hazardous Materials": any hazardous materials, hazardous
         wastes, hazardous constituents, hazardous or toxic substances,
         petroleum products (including crude oil or any fraction thereof),
         defined or regulated as such in or under any Environmental Law.

                  "Indebtedness": of any Person at any date, (a) all
         indebtedness of such Person for borrowed money or for the deferred
         purchase price of property or services (other than current trade
         liabilities incurred in the ordinary course of business and payable in
         accordance with customary practices) or which is evidenced by a note,
         bond, debenture or similar instrument, (b) all obligations of such
         Person under Capitalized Leases, and (c) without duplication, all
         "loss contingencies" of such Person of the types described in
         paragraph 12 of FASB 5, whether or not disclosed or required to be
         disclosed on the financial statements or footnotes thereto of such
         Person pursuant to GAAP.

                  "Insolvency": with respect to any Multiemployer Plan, the
         condition that such Plan is insolvent within the meaning of Section
         4245 of ERISA.

                  "Insolvent": pertaining to a condition of Insolvency.

                  "Interest Payment Date": (a) as to any ABR Loan, the
         fifteenth day of each March, June, September and December to occur
         while such Loan is outstanding and, if different, the Termination
         Date, and (b) as to any Eurodollar Loan having an Interest Period of
         three months or less, the last day of such Interest Period, and (c) as
         to any Eurodollar Loan having an Interest Period longer than three
         months, if any, as agreed by the Borrower of such Loan and the Banks.

                  "Interest Period": with respect to any Eurodollar Loan:

                                  (i) initially, the period commencing on the
                  borrowing or conversion date, as the case may be, with
                  respect to such Eurodollar Loan and ending one or

<PAGE>



                  two weeks, or one, two, three or six months thereafter, or
                  such other period as may be requested by the Borrower and
                  agreed to by the Banks making such Loan, as selected by the
                  Borrower of such Loan in its notice of borrowing or notice of
                  conversion, as the case may be, given with respect thereto;
                  and

                                 (ii) thereafter, each period commencing on the
                  last day of the next preceding Interest Period applicable to
                  such Eurodollar Loan and ending one or two weeks, or one,
                  two, three or six months thereafter, or such other period as
                  may be requested by the Borrower and agreed to by the Banks
                  making such Loan, as selected by such Borrower by irrevocable
                  notice to the Administrative Agent and the Banks which made
                  such Eurodollar Loan not less than two Business Days prior to
                  the last day of the then current Interest Period with respect
                  thereto;

         provided that, all of the foregoing provisions relating to Interest
         Periods are subject to the following:

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

                           (2) any Interest Period that would otherwise extend
                  beyond the Termination Date shall end on the Termination
                  Date; and

                           (3) any Interest Period pertaining to a Eurodollar
                  Loan that begins on the last Business Day of a calendar month
                  (or on a day for which there is no numerically corresponding
                  day in the calendar month at the end of such Interest Period)
                  shall end on the last Business Day of a calendar month.

                  "Lien": any mortgage, pledge, hypothecation, assignment as
         security, security deposit arrangement, encumbrance, lien (statutory
         or other), conditional sale or other title retention agreement or
         other similar arrangement.

                  "Loan": any loan made by any Bank pursuant to this Agreement.

                  "Loan Documents": this Agreement, the Notes and the Notices
         of Additional Borrower.

                  "Loan Outstandings": as to any Bank at any time, the sum of
         (a) the aggregate principal amount of all Revolving Credit Loans made
         by such Bank then outstanding, and (b) such Bank's Commitment
         Percentage multiplied by the aggregate principal amount of all Bid
         Loans then outstanding.

                  "Loan Parties": the collective reference to the Company, the
         other Borrowers and the Parent.

<PAGE>



                  "Majority Banks": at any time, Banks the Commitment
         Percentages of which aggregate (or, if at such time all of the
         Commitments shall have been terminated, Banks the Commitment
         Percentages of which immediately prior to such termination aggregated)
         at least 51%.

                  "Material Adverse Effect": a material adverse effect on (a)
         the business, operations, properties, or condition (financial or
         otherwise) of the Parent and its Subsidiaries taken as a whole, (b)
         the ability of the Company, or any Borrower or any other Loan Party to
         perform their respective obligations hereunder and under the other
         Loan Documents to which such Person is a party, or (c) the validity or
         enforceability of the Loan Documents or the rights or remedies of the
         Administrative Agent or the Banks hereunder or thereunder.

                  "Moody's": Moody's Investors Services, a division of Dun &
         Bradstreet Corporation, and its successors and assigns.

                  "Multiemployer Plan": a Plan which is a multiemployer plan as
         defined in Section 4001(a)(3) of ERISA.

                  "Net Sales and Revenues": with respect to any Person for any
         period, all sales and operating revenues of such Person during such
         period computed in accordance with GAAP after deducting therefrom
         sales returns, discounts and allowances.

                  "Notes": the collective reference to the Revolving Credit
         Notes and the Bid Loan Notes, if any.

                  "Notice of Additional Borrower": as defined in subsection
         13.15(a).

                  "Obligations": the unpaid principal of and interest on
         (including, without limitation, interest accruing after the maturity
         of the Loans and interest accruing after the filing of any petition in
         bankruptcy, or the commencement of any insolvency, reorganization or
         like proceeding, relating to any of the Loan Parties or any of the
         Borrowers, whether or not a claim for post-filing or post-petition
         interest is allowed in such proceeding) the Loans and the Notes, if
         any, and all other obligations and liabilities of any of the Loan
         Parties or the Borrowers to the Administrative Agent or to the Banks,
         whether direct or indirect, absolute or contingent, due or to become
         due, or now existing or hereafter incurred, which may arise under, out
         of, or in connection with, this Agreement, the Notes, any other Loan
         Document and any other document made, delivered or given in connection
         herewith or therewith, whether on account of principal, interest,
         reimbursement obligations, fees, indemnities, costs, expenses
         (including, without limitation, all fees and disbursements of counsel
         to the Administrative Agent or to the Banks that are required to be
         paid by the Loan Parties and/or the Borrowers pursuant to the terms of
         this Agreement) or any other obligation hereunder or thereunder.

                  "Parent": W. R. Grace & Co. (formerly named Grace Specialty
         Chemicals, Inc.), a Delaware corporation.

<PAGE>



                  "Parent Guarantee": as defined in subsection 12.1.

                  "Participant": as defined in subsection 13.6(b).

                  "Payment Sharing Notice": a written notice from the Company
         or any Bank informing the Administrative Agent that an Event of
         Default has occurred and is continuing and directing the
         Administrative Agent to allocate payments thereafter received from the
         Borrower in accordance with subsection 5.9(c).

                  "PBGC": the Pension Benefit Guaranty Corporation established
         pursuant to Subtitle A of Title IV of ERISA.

                  "Person": an individual, partnership, corporation, business
         trust, joint stock company, trust, unincorporated association, joint
         venture, Governmental Authority or other entity of whatever nature.

                  "Plan": at a particular time, any employee benefit plan which
         is covered by ERISA and in respect of which the Company or a Commonly
         Controlled Entity is (or, if such plan were terminated at such time,
         would under Section 4069 of ERISA be deemed to be) an "employer" as
         defined in Section 3(5) of ERISA.

                  "Prepayment Date": as defined in subsection 5.3(b).

                  "Principal Subsidiary": (a) any Borrower and (b) any other
         Subsidiary if it shall have Total Assets at the end of the most recent
         fiscal year for which financial statements are required to have been
         furnished pursuant to subsection 8.1(a) in excess of $75,000,000 or
         have had during such year Net Sales and Revenues in excess of
         $75,000,000.

                  "Purchasing Banks": as defined in subsection 13.6(c).

                  "Register": as defined in subsection 13.6(d).

                  "Regulation U": Regulation U of the Board.

                  "Regulation X": Regulation X of the Board.

                  "Reorganization": with respect to any Multiemployer Plan, the
         condition that such plan is in reorganization within the meaning of
         Section 4241 of ERISA.

                  "Reportable Event": any of the events set forth in Section
         4043(c) of ERISA, other than those events as to which the thirty day
         notice requirement is waived under PBGC Reg. ss. 4043.

                  "Requested Bank": as defined in subsection 3.1(a).

<PAGE>



                  "Requirement of Law": as to any Person, the Certificate of
         Incorporation and By-Laws or other organizational or governing
         documents of such Person, and any law, treaty, rule or regulation or
         determination of an arbitrator or a court or other Governmental
         Authority, in each case applicable to or binding upon such Person or
         any of its property or to which such Person or any of its property is
         subject.

                  "Responsible Officer": the chief executive officer, the
         president, the chief financial officer or the treasurer, assistant
         treasurer or controller of, respectively, the Parent and the Company.

                  "Restructuring Activities": all reductions in carrying value
         of assets or investments and provisions for the termination and/or
         relocation of operations and employees.

                  "Revolving Credit Loans": as defined in subsection 2.1(a).

                  "Revolving Credit Notes":  as defined in subsection 2.2.

                  "SEC": the Securities and Exchange Commission, and any
         successor or analogous federal Governmental Authority.

                  "Single Employer Plan": any Plan which is covered by Title IV
         of ERISA, but which is not a Multiemployer Plan.

                  "S&P": Standard & Poor's Ratings Services, and its successors
         and assigns.

                  "Subsidiary": as to any Person, a corporation, partnership or
         other entity which is required to be consolidated with such Person in
         accordance with GAAP; provided, that any such corporation, partnership
         or other entity which is controlled by a receiver or trustee under any
         bankruptcy, insolvency or similar law shall continue to be a
         "Subsidiary" of such Person for purposes of this Agreement. Unless
         otherwise qualified, all references to a "Subsidiary" or to
         "Subsidiaries" in this Agreement shall refer to a Subsidiary or
         Subsidiaries of the Parent.

                  "Substitute Rating Agency": as defined in the definition of
         "Applicable Margin".

                  "Termination Date": May 16, 2003.

                  "Total Assets": with respect to any Person at any time, the
         total of all assets appearing on the asset side of the balance sheet
         of such Person prepared in accordance with GAAP as of such time.

                  "Transferee": as defined in subsection 13.6(f).

                  "Type": as to any Loan, its nature as an ABR Loan or a
         Eurodollar Loan.


<PAGE>



                  1.2 Other Definitional Provisions. (a) Unless otherwise
specified therein, all terms defined in this Agreement shall have the defined
meanings when used in the Notes, if any, or any certificate or other document
made or delivered pursuant hereto.

                  (b) As used herein and in the Notes, if any, and any
certificate or other document made or delivered pursuant hereto, accounting
terms relating to the Parent and its Subsidiaries not defined in subsection
1.1, to the extent not defined, shall have the respective meanings given to
them under GAAP.

                  (c) The words "hereof", "herein" and "hereunder" and words of
similar import when used in this Agreement shall refer to this Agreement as a
whole and not to any particular provision of this Agreement, and Section,
subsection, Schedule and Exhibit references are to this Agreement, unless
otherwise specified.

                  (d) The meanings given to terms defined herein shall be
equally applicable to both the singular and plural forms of such terms.

                   SECTION 2. AMOUNT AND TERMS OF COMMITMENTS

                  2.1 Commitments. (a) Subject to the terms and conditions
hereof, each Bank severally agrees to make revolving credit loans ("Revolving
Credit Loans") to any Borrower from time to time during the Commitment Period
in an aggregate principal amount at any one time outstanding not to exceed the
amount of such Bank's Commitment, provided that no Bank shall make any
Revolving Credit Loan if, after giving effect to such Loan, the aggregate Loan
Outstandings of all of the Banks plus the Aggregate Outstanding Bilateral
Option Loans would exceed the aggregate Commitments.

                  (b) The Revolving Credit Loans may from time to time be (i)
Eurodollar Loans, (ii) ABR Loans or (iii) a combination thereof, as determined
by the Borrower thereof and notified to the Administrative Agent in accordance
with subsections 2.3 and 5.5, provided that no Revolving Credit Loan shall be
made as a Eurodollar Loan maturing after the Termination Date.

                  2.2 Obligations of Borrowers; Revolving Credit Notes. (a)
Each Borrower agrees that each Revolving Credit Loan made by each Bank to such
Borrower pursuant hereto shall constitute the promise and obligation of such
Borrower to pay to the Administrative Agent, on behalf of such Bank, at the
office of the Administrative Agent specified in subsection 13.2, in lawful
money of the United States of America and in immediately available funds the
aggregate unpaid principal amount of all Revolving Credit Loans made by such
Bank to such Borrower pursuant to subsection 2.1, which amounts shall be due
and payable (whether at maturity or by acceleration) as set forth in this
Agreement and, in any event, on the Termination Date.

                  (b) Each Borrower agrees that each Bank and the
Administrative Agent are authorized to record (i) the date, amount and Type of
each Revolving Credit Loan made by such Bank to such Borrower pursuant to
subsection 2.1, (ii) the date of each continuation thereof pursuant to
subsection 5.5(b), (iii) the date of each conversion of all or a portion
thereof to

<PAGE>



another Type pursuant to subsection 5.5(a), (iv) the date and amount of each
payment or prepayment of principal of each such Revolving Credit Loan and (v)
in the case of each such Revolving Credit Loan which is a Eurodollar Loan, the
length of each Interest Period and the Eurodollar Rate with respect thereto, in
the books and records of such Bank or the Administrative Agent, as the case may
be, and in such manner as is reasonable and customary for such Bank or the
Administrative Agent, as the case may be, and a certificate of an officer of
such Bank or the Administrative Agent, as the case may be, setting forth in
reasonable detail the information so recorded, shall constitute prima facie
evidence of the accuracy of the information so recorded; provided that the
failure to make any such recording shall not in any way affect the obligations
of such Borrower hereunder.

                  (c) Each Borrower agrees that, upon the request to the
Administrative Agent by any Bank at any time, the Revolving Credit Loans made
by such Bank to such Borrower shall be evidenced by a promissory note of such
Borrower, substantially in the form of Exhibit A with appropriate insertions as
to Borrower, payee, date and principal amount (a "Revolving Credit Note"),
payable to the order of such Bank and in a principal amount equal to the lesser
of (a) the amount of the initial Commitment of such Bank and (b) the aggregate
unpaid principal amount of all Revolving Credit Loans made by such Bank to such
Borrower. Upon the request to the Administrative Agent by any such Bank at any
time, such Borrower shall execute and deliver to such Bank a Revolving Credit
Note conforming to the requirements hereof and executed by a duly authorized
officer of such Borrower. Each Bank is hereby authorized to record the date,
Type and amount of each Revolving Credit Loan made by such Bank to such
Borrower, each continuation thereof, each conversion of all or a portion
thereof to another Type, the date and amount of each payment or prepayment of
principal thereof and, in the case of Eurodollar Loans, the length of each
Interest Period and the Eurodollar Rate with respect thereto, on the schedule
annexed to and constituting a part of its Revolving Credit Note and any such
recordation shall constitute prima facie evidence of the accuracy of the
information so recorded; provided that the failure to make any such recording
shall not in any way affect the obligations of such Borrower hereunder or
thereunder. Each Revolving Credit Note shall (x) be dated the Closing Date, (y)
be stated to mature on the Termination Date and (z) provide for the payment of
interest in accordance with subsection 5.1.

                  2.3 Procedure for Revolving Credit Borrowing. Any Borrower
may borrow under the Commitments from all Banks during the Commitment Period on
any Business Day, provided that such Borrower shall give the Administrative
Agent irrevocable notice (which notice must be received by the Administrative
Agent (a) prior to 4:00 P.M., New York City time, three Business Days prior to
the requested Borrowing Date, if all or any part of the requested Revolving
Credit Loans are to be initially Eurodollar Loans, or (b) prior to 10:00 A.M.,
New York City time, on the requested Borrowing Date, otherwise), specifying (i)
the amount to be borrowed, (ii) the requested Borrowing Date, (iii) whether the
borrowing is to be of Eurodollar Loans, ABR Loans or a combination thereof and
(iv) if the borrowing is to be entirely or partly of Eurodollar Loans, the
respective amounts of each such Type of Loan and the respective lengths of the
initial Interest Periods therefor. Each borrowing under the Commitments shall
be in an amount equal to $5,000,000 or a whole multiple of $1,000,000 in excess
thereof (or, in the case of ABR Loans, if the amount of the Available
Commitments minus the Aggregate Outstanding Bilateral Option Loans is less than
$5,000,000, such lesser amount). Upon receipt

<PAGE>



of such notice from such Borrower, the Administrative Agent shall promptly
notify each Bank thereof. Each Bank will make the amount of its pro rata share
of each such borrowing available to the Borrower at the office of the
Administrative Agent specified in subsection 13.2 prior to 12:00 noon, New York
City time, on the Borrowing Date requested by such Borrower in funds
immediately available to the Administrative Agent. Such borrowing will then be
made available to such Borrower on the books of such office with the aggregate
of the amounts made available to the Administrative Agent by the Banks and in
like funds as received by the Administrative Agent.

                       SECTION 3. BILATERAL OPTION LOANS

                  3.1 Requests for Offers. (a) From time to time during the
period from the Closing Date until the Termination Date, any Borrower may
request any or all of the Banks (each such Bank to which such a request is
made, a "Requested Bank") to make offers to make Bilateral Option Loans,
provided that immediately after making any such Bilateral Option Loan, the
aggregate Loan Outstandings of all the Banks plus the Aggregate Outstanding
Bilateral Option Loans will not exceed the aggregate Commitments. Any such
request shall specify the principal amount and maturity date of the Bilateral
Option Loans for which such Borrower is requesting offers, whether such
Bilateral Option Loans are requested to be Dollar Bilateral Loans or
Alternative Currency Bilateral Loans, the time by which offers to make such
Bilateral Option Loans must be made by such Requested Bank and by which such
offers shall be accepted or rejected by such Borrower, and if all or any part
of the requested Bilateral Option Loans are requested to be made as Alternative
Currency Bilateral Loans, the Alternative Currency to be applicable thereto.
Each Requested Bank may, but shall have no obligation to, make such offers on
such terms and conditions as are satisfactory to such Requested Bank, and such
Borrower may, but shall have no obligation to, accept any such offers. No
Bilateral Option Loan may mature after the Termination Date.

                  (b) Each Borrower and Requested Bank shall separately agree
as to the procedures, documentation, lending office and other matters relating
to any Bilateral Option Loan.

                  3.2 Reports to Administrative Agent; Determination of Dollar
Equivalents. (a) The Borrower shall deliver to the Administrative Agent a
report in respect of each Bilateral Option Loan (a "Bilateral Option Loan
Report") by 2:00 P.M. (New York City time) on the date on which the applicable
Borrower accepts any Bilateral Option Loan, on the date on which any principal
amount thereof is repaid prior to the scheduled maturity date, or on the
scheduled maturity date if payment thereof is not made on such scheduled
maturity date, specifying for such Bilateral Option Loan the date on which such
Bilateral Option Loan was or will be made, such amount of principal is or will
be repaid or such payment was not made as the case may be; in the case of
Alternative Currency Bilateral Loans, the Alternative Currency thereof; and the
principal amount of such Bilateral Option Loan or principal prepayment or
repayment or the amount paid (in the case of any Alternative Currency Bilateral
Loan, expressed in the Alternative Currency therefor).

<PAGE>



                  (b) Upon receipt of a Bilateral Option Loan Report with
respect to the acceptance of a Bilateral Option Loan, the Administrative Agent
shall determine the Dollar Equivalent thereof.

                  (c) If on any Borrowing Date on which after giving effect to
the Loans made on such date, the sum of the aggregate Loan Outstandings of all
the Banks plus the Aggregate Outstanding Bilateral Option Loans exceeds 85% of
the aggregate Commitments, then the Administrative Agent shall redetermine as
of such Borrowing Date, on the basis of the most recently delivered Bilateral
Option Loan Report for each Bilateral Option Loan, the Dollar Equivalent of
each Alternative Currency Bilateral Loan then outstanding. In addition, for so
long as the condition specified in the preceding sentence remains in effect,
the Administrative Agent shall determine, at the end of each fiscal quarter of
the Company, on the basis of the most recently delivered Bilateral Option Loan
Report for each Bilateral Option Loan, the Dollar Equivalent of each
Alternative Currency Bilateral Loan then outstanding.

                  (d) The Administrative Agent shall promptly notify the
Company of each Dollar Equivalent under this subsection 3.2.

                  3.3 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 the currency expressed to be payable
herein or under the Notes (the "specified currency") 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 Administrative Agent could purchase the specified
currency with such other currency at the Administrative Agent's New York office
on the Business 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
Administrative Agent hereunder or under any Note shall, notwithstanding any
judgment in a currency other than the specified currency, be discharged only to
the extent that on the Business Day following receipt by such Bank or the
Administrative Agent (as the case may be) of any sum adjudged to be so due in
such other currency such Bank or the Administrative Agent (as the case may be)
may in accordance with normal banking procedures purchase the specified
currency with such other currency; if the amount of the specified currency so
purchased is less than the sum originally due to such Bank or the
Administrative Agent, as the case may be, in the specified currency, each
Borrower agrees, to the fullest extent that it may effectively do so, as a
separate obligation and notwithstanding any such judgment, to indemnify such
Bank or the Administrative Agent, as the case may be, against such difference,
and if the amount of the specified currency so purchased exceeds:

                  (a) the sum originally due to any Bank or the Administrative
         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 subsection 13.7, 

         such Bank or the Administrative Agent, as the case may be, agrees to
         remit such excess to the applicable Borrower.

<PAGE>



                  3.4 Repayments. Each Borrower shall repay to each Bank which
has made a Bilateral Option Loan on the maturity date of each Bilateral Option
Loan (such maturity date being that specified in the documentation referred to
in subsection 3.1(a)) the then unpaid principal amount of such Bilateral Option
Loan.

                              SECTION 4. BID LOANS

                  4.1 The Bid Loans. Any Borrower may borrow Bid Loans from
time to time on any Business Day during the period from the Closing Date until
the Termination Date, in the manner set forth in this Section 4 and in amounts
such that the aggregate Loan Outstandings of all the Banks at any time plus the
Aggregate Outstanding Bilateral Option Loans at such time will not exceed the
aggregate Commitments at such time, and provided, further, that no such Bid
Loan shall be made if, after giving effect thereto, any Bid Loans would mature
after the Termination Date.

                  4.2 Procedure for Bid Loans. (a) A Borrower shall request Bid
Loans by delivering a Bid Loan Request to the Administrative Agent, in writing,
by facsimile transmission, or by telephone, confirmed by facsimile
transmission, not later than 1:00 P.M. (New York City time) one Business Day
prior to the proposed Borrowing Date. Each Bid Loan Request may solicit bids
for Bid Loans in an aggregate principal amount of $5,000,000 or a whole
multiple of $1,000,000 in excess thereof and for not more than three
alternative maturity dates for such Bid Loans. The Administrative Agent shall
promptly notify each Bank by facsimile transmission of the contents of each Bid
Loan Request received by it.

                  (b) Upon receipt of notice from the Administrative Agent of
the contents of a Bid Loan Request, any Bank that elects, in its sole
discretion, to do so, shall irrevocably offer to make one or more Bid Loans at
a rate of interest determined by such Bank in its sole discretion for each such
Bid Loan. Any such irrevocable offer shall be made by delivering a Bid Loan
Offer to the Administrative Agent, by telephone, immediately confirmed by
facsimile transmission, before 9:30 A.M. (New York City time) on the proposed
Borrowing Date, setting forth the maximum amount of Bid Loans for each maturity
date, and the aggregate maximum amount for all maturity dates, which such Bank
would be willing to make (which amounts may, subject to subsection 4.1, exceed
such Bank's Commitments) and the rate of interest at which such Bank is willing
to make each such Bid Loan; the Administrative Agent shall advise the Borrower
before 10:00 A.M. (New York City time) on the proposed Borrowing Date of the
contents of each such Bid Loan Offer received by it. If the Administrative
Agent in its capacity as a Bank shall, in its sole discretion, elect to make
any such offer, it shall advise the Borrower of the contents of its Bid Loan
Offer before 9:15 A.M. (New York City time) on the proposed Borrowing Date.

                   (c) The Borrower shall before 10:30 A.M. (New York City
time) on the proposed Borrowing Date, in its absolute discretion, either:

                         (i) cancel such Bid Loan Request by giving the
                  Administrative Agent telephone notice to that effect, and the
                  Administrative Agent shall give

<PAGE>



                  prompt telephone notice thereof to the Banks and the Bid
                  Loans requested thereby shall not be made; or

                        (ii) accept one or more of the offers made by any Bank
                  or Banks by giving telephone notice to the Administrative
                  Agent (confirmed as soon as practicable thereafter by
                  delivery to the Administrative Agent of a Bid Loan
                  Confirmation in writing or by facsimile transmission) of the
                  amount of Bid Loans for each relevant maturity date to be
                  made by each Bank (which amount for each such maturity date
                  shall be equal to or less than the maximum amount for such
                  maturity date specified in the Bid Loan Offer of such Bid
                  Loan Bank, and for all maturity dates included in such Bid
                  Loan Offer shall be equal to or less than the aggregate
                  maximum amount specified in such Bid Loan Offer for all such
                  maturity dates) and reject any remaining offers made by
                  Banks; provided, however, that (x) the Borrower may not
                  accept offers for Bid Loans for any maturity date in an
                  aggregate principal amount in excess of the maximum principal
                  amount requested in the related Bid Loan Request, (y) if the
                  Borrower accepts any of such offers, it must accept offers
                  strictly based upon pricing for such relevant maturity date
                  and no other criteria whatsoever and (z) if two or more Banks
                  submit offers for any maturity date at identical pricing and
                  the Borrower accepts any of such offers but does not wish to
                  (or by reason of the limitations set forth in subsection 4.1
                  or in clause (x) of this proviso, cannot) borrow the total
                  amount offered by such Banks with such identical pricing, the
                  Borrower shall accept offers from all of such Banks in
                  amounts allocated among them pro rata according to the
                  amounts offered by such Banks.

                   (d) If the Borrower accepts pursuant to clause (c) (ii)
above one or more of the offers made by any Bid Loan Bank or Bid Loan Banks,
the Administrative Agent shall notify before 11:00 A.M. (New York City time)
each Bid Loan Bank which has made such an offer, of the aggregate amount of
such Bid Loans to be made on such Borrowing Date for each maturity date and of
the acceptance or rejection of any offers to make such Bid Loans made by such
Bid Loan Bank. Each Bid Loan Bank which is to make a Bid Loan shall, before
12:00 Noon (New York City time) on the Borrowing Date specified in the Bid Loan
Request applicable thereto, make available to the Administrative Agent at its
office set forth in subsection 13.2 the amount of Bid Loans to be made by such
Bid Loan Bank, in immediately available funds. The Administrative Agent will
make such funds available to the Borrower at or before 2:00 P.M. (New York City
time) on such date at the Administrative Agent's aforesaid address. As soon as
practicable after each Borrowing Date, the Administrative Agent shall notify
each Bank of the aggregate amount of Bid Loans advanced on such Borrowing Date
and the respective maturity dates thereof.

                  4.3 Repayments. Each Borrower shall repay to the
Administrative Agent for the account of each Bid Loan Bank which has made a Bid
Loan on the maturity date of each Bid Loan (such maturity date being that
specified by the Borrower for repayment of such Bid Loan in the related Bid
Loan Request) the then unpaid principal amount of such Bid Loan. The

<PAGE>



Borrowers shall not have the right to prepay any principal amount of any Bid
Loan without the prior written consent of the Bid Loan Bank which made such Bid
Loan.

                  4.4 Interest on Bid Loans. Each Borrower which shall have
borrowed a Bid Loan shall pay interest on the unpaid principal amount of such
Bid Loan from the Borrowing Date to the stated maturity date thereof, at the
rate of interest determined pursuant to subsection 4.2 above (calculated on the
basis of a 360 day year for actual days elapsed), payable on the interest
payment date or dates specified by such Borrower for such Bid Loan in the
related Bid Loan Request. If all or a portion of the principal amount of any
Bid Loan shall not be paid when due (whether at the stated maturity, by
acceleration or otherwise), such overdue principal amount shall, without
limiting any rights of any Bank under this Agreement, bear interest from the
date on which such payment was due at a rate per annum which is 2% above the
rate which would otherwise be applicable to such Bid Loan until the scheduled
maturity date with respect thereto, and for each day thereafter at a rate per
annum which is 2% above the Alternate Base Rate until paid in full (as well
after as before judgment).

                  4.5 Obligations of Borrowers; Bid Loan Notes. (a) Each
Borrower agrees that each Bid Loan made by each Bid Loan Bank to such Borrower
pursuant hereto shall constitute the promise and obligation of such Borrower to
pay to the Administrative Agent, on behalf of such Bid Loan Bank, at the office
of the Administrative Agent specified in subsection 13.2, in lawful money of
the United States of America and in immediately available funds the aggregate
unpaid principal amount of each Bid Loan made by such Bid Loan Bank to such
Borrower pursuant to subsection 4.2, which amounts shall be due and payable
(whether at maturity or by acceleration) as set forth in the Bid Loan Request
related to such Bid Loan and in this Agreement.

                  (b) Each Borrower agrees that each Bid Loan Bank and the
Administrative Agent are authorized to record (i) the date and amount of each
Bid Loan made by such Bid Loan Bank to such Borrower pursuant to subsection
4.2, and (ii) the date and amount of each payment or prepayment of principal of
each such Bid Loan, in the books and records of such Bid Loan Bank or the
Administrative Agent, as the case may be, and in such manner as is reasonable
and customary for such Bank or the Administrative Agent, as the case may be,
and a certificate of an officer of such Bid Loan Bank or the Administrative
Agent, as the case may be, setting forth in reasonable detail the information
so recorded, shall constitute prima facie evidence of the accuracy of the
information so recorded; provided that the failure to make any such recording
shall not in any way affect the obligations of such Borrower hereunder.

                  (c) Each Borrower agrees that, upon the request to the
Administrative Agent by any Bid Loan Bank at any time, the Bid Loans made by
such Bid Loan Bank to any Borrower shall be evidenced by a promissory note of
such Borrower, substantially in the form of Exhibit B with appropriate
insertions (a "Bid Loan Note"), payable to the order of such Bid Loan Bank and
representing the obligation of such Borrower to pay the unpaid principal amount
of all Bid Loans made by such Bid Loan Bank, with interest on the unpaid
principal amount from time to time outstanding of each Bid Loan evidenced
thereby as prescribed in subsection 4.4. Upon the request to the Administrative
Agent by any such Bid Loan Bank at any time, such Borrower shall execute and
deliver to such Bid Loan Bank a Bid Loan Note conforming to the requirements

<PAGE>



hereof and executed by a duly authorized officer of such Borrower. Each Bid
Loan Bank is hereby authorized to record the date and amount of each Bid Loan
made by such Bank, the maturity date thereof, the date and amount of each
payment of principal thereof and the interest rate with respect thereto on the
schedule annexed to and constituting part of its Bid Loan Note, and any such
recordation shall constitute prima facie evidence of the accuracy of the
information so recorded; provided, however, that the failure to make any such
recordation shall not affect the obligations of such Borrower hereunder or
under any Bid Loan Note. Each Bid Loan Note shall be dated the Closing Date and
each Bid Loan evidenced thereby shall bear interest for the period from and
including the Borrowing Date thereof on the unpaid principal amount thereof
from time to time outstanding at the applicable rate per annum determined as
provided in, and such interest shall be payable as specified in, subsection
4.4.

                   SECTION 5. LOAN FACILITY COMMON PROVISIONS

                  5.1 Interest Rates and Payment Dates. (a) Each Eurodollar
Loan shall bear interest for each day during each Interest Period with respect
thereto at a rate per annum equal to the Eurodollar Rate determined for such
Interest Period plus the Applicable Margin.

                  (b) Each ABR Loan shall bear interest at a fluctuating rate
per annum equal to the Alternate Base Rate.

                  (c) Except as otherwise provided in subsection 4.4, if all or
a portion of (i) the principal amount of any Loan or (ii) any interest payable
thereon shall not be paid when due (whether at the stated maturity, by
acceleration or otherwise), such overdue amount shall bear interest at a rate
per annum which is (x) in the case of overdue principal, the rate that would
otherwise be applicable thereto pursuant to the foregoing provisions of this
subsection plus 2% or (y) in the case of overdue interest, the rate described
in paragraph (b) of this subsection plus 2%, in each case from the date of such
non-payment until such amount is paid in full (as well after as before
judgment).

                  (d) Interest shall be payable in arrears on each Interest
Payment Date, provided that interest accruing pursuant to paragraph (c) of this
subsection shall be payable on demand.

                  (e) Subject to the limitations set forth herein, each
Borrower may use the Loans by borrowing, prepaying and reborrowing the Loans,
all in accordance with the terms and conditions hereof.

                  5.2 Facility Fee, etc. (a) The Company agrees to pay to the
Administrative Agent for the account of each Bank a facility fee for the period
from and including the date hereof to the Termination Date, computed at the
rate per annum determined as set forth in paragraph (b) of this subsection on
the average daily amount of the Commitment of such Bank during the period for
which payment is made, payable quarterly in arrears on the fifteenth day of
each March, June, September and December and on the Termination Date or such
earlier date as the Commitments shall terminate as provided herein, commencing
on the first of such dates to occur after the date hereof.

<PAGE>



                  (b) The rate per annum at which such facility fee under
paragraph (a) above shall be computed (the "Applicable Facility Fee Rate"), for
any day on which the long term senior unenhanced, unsecured debt of the Company
is rated by both S&P and Moody's, shall be the rate per annum under the caption
"Facility Fee Rate" (a "Facility Fee Rate") set forth below opposite the S&P
and Moody's ratings applicable to such debt on such day (or, if such ratings
are set opposite two different rates under said caption, then the Applicable
Facility Fee Rate shall be the lower of said two Facility Fee Rates):

        FACILITY FEE    
        RATE                 S&P                        MOODY'S
        -------------------------------------------------------
        .2000%               BB+ or lower               Ba1 or lower
        
        .1500%               BBB-                       Baa3
        
        .1100%               BBB                        Baa2
        
        .0900%               BBB+                       Baa1
               
        .0750%               A- or higher               A3 or higher

provided that if on any day the long term senior unenhanced, unsecured debt of
the Company is rated by only one of S&P or Moody's, such rate will be
determined based on the rating by such rating agency, and provided, further,
that if on any day the long term senior unenhanced, unsecured debt of the
Company is rated by neither S&P nor Moody's, the Applicable Facility Fee Rate
will be determined based on the rating of such debt by a Substitute Rating
Agency and will be the Facility Fee Rate set forth above opposite the S&P and
Moody's ratings comparable to the Substitute Rating Agency's rating of such
debt on such date, and provided, further, that if on any day the long term
senior unenhanced, unsecured debt of the Company is rated by none of S&P,
Moody's or any Substitute Rating Agency, the Company, the Administrative Agent
and the Banks will negotiate in good faith to determine an alternative basis
for calculating such rate consistent with the table set forth above and, if
agreement on such alternative basis is not reached with 30 days, such rate will
be calculated on an alternative basis determined by the Administrative Agent
and the Banks in their reasonable discretion consistent with the table above,
and until such alternative basis is determined such rate will be the rate last
determined as provided in the table above.

                  (c) The Company agrees to pay to the Administrative Agent on
the Closing Date for the account of each Bank an upfront fee in an amount equal
to (i) the rate set forth below opposite the aggregate amount of such Bank's
initial commitment on the Closing Date (the "Initial Commitment") multiplied by
(ii) such Bank's Initial Commitment:

               Initial Commitment                     Rate
               ------------------                     ----

             $21,000,000 or higher                    .125%

                  $14,000,000                         .100%


<PAGE>




                  $10,000,000                         .075%
                   $7,000,000                         .050%

                  (d) The Company agrees to pay to the Administrative Agent and
the Arranger the fees in the amounts and on the dates previously agreed to in
writing by the Company, the Administrative Agent and the Arranger.

                  5.3 Termination or Reduction of Commitments; Change of
Control Date. (a) The Company shall have the right, upon not less than five
Business Days' notice to the Administrative Agent, to terminate the Commitments
or, from time to time, to reduce the amount of the Commitments, provided that
no such termination or reduction shall be permitted to the extent that, after
giving effect thereto and to any prepayments of Loans made on the effective
date thereof, the sum of the aggregate Loan Outstandings of all the Banks, plus
the Aggregate Outstanding Bilateral Option Loans would exceed the Commitments
then in effect. Any such partial reduction shall be in an amount equal to
$5,000,000 or a whole multiple of $1,000,000 in excess thereof and shall reduce
permanently the Commitments then in effect.

                  (b) (i) In the event that a Change of Control Date shall
occur, (A) the Company shall, within 10 days after such Change of Control Date,
give each Bank notice thereof in writing describing in reasonable detail the
facts and circumstances giving rise thereto, and (B) such Bank, by written
notice given to the Company not later than 30 days after the Change of Control
Date, may declare the Commitments of such Bank to be terminated in full or
reduced as of the date of (or as of a later date specified in) such notice to
the Company, and may require that the Borrowers prepay as provided in this
subsection 5.3 any Loans payable to such Bank and outstanding on such date to
the extent the principal amount thereof exceeds such Bank's Commitment, if any,
remaining after such termination or reduction. To the extent such Bank so
requires, the Borrowers shall prepay such Loans on the 75th day after the date
of the Company's notice or, in the event such 75th day is not a Business Day,
the Business Day next succeeding such 75th day ("Prepayment Date").

                      (ii) On the Prepayment Date, the Borrowers shall prepay
the unpaid principal amount of the Loans payable to such Bank, without premium
or penalty, together with accrued interest on the amount prepaid to the
Prepayment Date.

                      (iii) Subsections 5.9(a), (b) and (c) shall not apply to
prepayments under this subsection 5.3(b).

                      (iv) Paragraph (a) of this subsection 5.3 hereof shall
not apply to any Commitment reductions pursuant to this paragraph (b).

                      (v) In the event that a Change of Control Date shall
occur, the Company shall not thereafter, without the prior written consent of
the Majority Banks, borrow any additional Loan (other than a Bilateral Option
Loan) in order to make, directly or indirectly, any payment or prepayment on
any Indebtedness subordinated as to the payment of principal and interest or on
liquidation to the prior payment of any of the Obligations.

<PAGE>



                  5.4 Prepayments. (a) Any Borrower may at any time and from
time to time upon at least four Business Days' irrevocable notice to the
Administrative Agent, in the case of Eurodollar Loans, or upon at least one
Business Day's irrevocable notice to the Administrative Agent, in the case of
ABR Loans, prepay the Loans (other than Bid Loans), in whole or in part,
without premium or penalty (subject to subsection 5.13), specifying the date
and amount of prepayment and whether the prepayment is of Eurodollar Loans, ABR
Loans or a combination thereof, and, if of a combination thereof, the amount
allocable to each. Upon receipt of any such notice the Administrative Agent
shall promptly notify each Bank thereof. If any such notice is given, the
amount specified in such notice shall be due and payable on the date specified
therein. Partial prepayments shall be in an aggregate principal amount of
$5,000,000 or a whole multiple of $1,000,000 in excess thereof.

                  (b) If at any time, the Administrative Agent shall determine
(which determination shall be conclusive in the absence of manifest error) that
the sum of the aggregate Loan Outstandings of all the Banks plus the Aggregate
Outstanding Bilateral Option Loans exceeds the aggregate Commitments, the
Borrowers shall immediately prepay the Loans in an aggregate principal amount
equal to such excess.

                  5.5 Conversion and Continuation Options. (a) Any Borrower may
elect at any time and from time to time (subject to subsection 5.13) to convert
its Eurodollar Loans to ABR Loans by giving the Administrative Agent at least
two Business Days' prior irrevocable notice of such election. Any Borrower may
elect at any time and from time to time to convert its ABR Loans to Eurodollar
Loans by giving the Administrative Agent irrevocable notice of such election
(which notice must be received by the Administrative Agent prior to 4:00 P.M.,
New York City time, three Business Days prior to the requested conversion
date). Any such notice of conversion to Eurodollar Loans shall specify the
length of the initial Interest Period or Interest Periods therefor. Upon
receipt of any such notice the Administrative Agent shall promptly notify each
Bank thereof. All or any part of outstanding Eurodollar Loans and ABR Loans may
be converted as provided herein, provided that (i) no Loan may be converted
into a Eurodollar Loan when any Event of Default has occurred and is continuing
and the Administrative Agent or the Majority Banks have determined that such a
conversion is not appropriate, and (ii) any such conversion may only be made
if, after giving effect thereto, subsection 5.6 shall not have been
contravened.

                  (b) Any Eurodollar Loans may be continued as such upon the
expiration of the then current Interest Period with respect thereto by the
Borrower thereof giving notice to the Administrative Agent, in accordance with
the applicable provisions of the term "Interest Period" set forth in subsection
1.1, of the length of the next Interest Period to be applicable to such Loans,
provided that no Eurodollar Loan may be continued as such (i) when any Event of
Default has occurred and is continuing and the Administrative Agent or the
Majority Banks have determined that such a continuation is not appropriate, or
(ii) if, after giving effect thereto, subsection 5.6 would be contravened and
provided, further, that if any Borrower shall fail to give any required notice
as described above in this paragraph or if such continuation is not permitted
pursuant to the preceding proviso such Loans shall be automatically converted
to ABR Loans on the last day of such then expiring Interest Period.

<PAGE>


                  5.6 Minimum Amounts of Eurodollar Tranches. All borrowings,
conversions and continuations of Loans hereunder and all selections of Interest
Periods hereunder shall be in such amounts and be made pursuant to such
elections so that, after giving effect thereto, the aggregate principal amount
of the Loans comprising each Eurodollar Tranche shall be equal to $5,000,000 or
a whole multiple of $1,000,000 in excess thereof.

                  5.7 Computation of Interest and Fees. (a) Interest on ABR
Loans and facility fees shall be calculated on the basis of a 365- (or 366-, as
the case may be) day year for the actual days elapsed. Interest on Eurodollar
Loans shall be calculated on the basis of a 360-day year for the actual days
elapsed. The Administrative Agent shall as soon as practicable notify the
Borrowers and the Banks of each determination of a Eurodollar Rate. Any change
in the interest rate on a Loan resulting from a change in the Prime Rate shall
become effective as of the opening of business on the day on which such change
in the Prime Rate is announced. The Administrative Agent shall as soon as
practicable notify the Borrowers and the Banks of the effective date and the
amount of each such change in interest rate.

                  (b) Each determination of an interest rate by the
Administrative Agent pursuant to any provision of this Agreement shall be
conclusive and binding on the Borrowers and the Banks in the absence of
manifest error. The Administrative Agent shall, at the request of the Company,
deliver to the Company a statement showing in reasonable detail the quotations
and calculations used by the Administrative Agent in determining any interest
rate pursuant to subsections 5.1 and 5.7(a).

                  5.8 Inability to Determine Interest Rate. In the event that
prior to the first day of any Interest Period:

                  (a) the Administrative Agent shall have determined (which
         determination shall be conclusive and binding upon the Borrowers)
         that, by reason of circumstances affecting the relevant market,
         adequate and reasonable means do not exist for ascertaining the
         Eurodollar Rate for such Interest Period, or

                  (b) the Administrative Agent shall have received notice from
         the Majority Banks that the Eurodollar Rate determined or to be
         determined for such Interest Period will not adequately and fairly
         reflect the cost to such Banks (as conclusively certified by such
         Banks) of making or maintaining their affected Loans during such
         Interest Period,

the Administrative Agent shall give telecopy or telephonic notice thereof to
the Borrowers and the Banks as soon as practicable thereafter. If such notice
is given (x) any Eurodollar Loans requested to be made on the first day of such
Interest Period shall be made as ABR Loans, (y) any Loans that were to have
been converted on the first day of such Interest Period to Eurodollar Loans
shall be continued as ABR Loans and (z) any outstanding Eurodollar Loans shall
be converted, on the first day of such Interest Period, to ABR Loans. Until
such notice has been withdrawn by the Administrative Agent, no further
Eurodollar Loans shall be made or continued as such, nor shall any Borrower
have the right to convert Loans to Eurodollar Loans.

<PAGE>



                  5.9 Pro Rata Treatment and Payments. (a) Each borrowing by
any Borrower of Revolving Credit Loans from the Banks hereunder, each payment
by the Company on account of any facility fee hereunder, and any reduction of
the Commitments of the Banks shall be made pro rata according to the respective
Commitment Percentages of the Banks.

                  (b) Whenever any payment received by the Administrative Agent
or any Bank under this Agreement or any Note is insufficient to pay in full all
amounts then due and payable to the Administrative Agent and the Banks under
this Agreement and the Notes, and the Administrative Agent has not received a
Payment Sharing Notice (or if the Administrative Agent has received a Payment
Sharing Notice but the Event of Default specified in such Payment Sharing
Notice has been cured or waived), such payment shall be distributed and applied
by the Administrative Agent and the Banks in the following order: first, to the
payment of fees and expenses due and payable to the Administrative Agent in its
capacity as Administrative Agent under and in connection with this Agreement;
second, to the payment of all expenses due and payable under subsection 13.5,
ratably among the Banks in accordance with the aggregate amount of such
payments owed to each such Bank; third, to the payment of fees due and payable
under subsections 5.2(a) and (b), ratably among the Banks in accordance with
their Commitment Percentages; fourth, to the payment of interest then due and
payable on the Loans, ratably among the Banks in accordance with the aggregate
amount of interest owed to each such Bank; and fifth, to the payment of the
principal amount of the Loans which is then due and payable, ratably among the
Banks in accordance with the aggregate principal amount owed to each such Bank.

                  (c) After the Administrative Agent has received a Payment
Sharing Notice which remains in effect, all payments received by the
Administrative Agent under this Agreement or any Note shall be distributed and
applied by the Administrative Agent and the Banks in the following order:
first, to the payment of all amounts described in clauses first through third
of the foregoing paragraph (b), in the order set forth therein; and second, to
the payment of the interest accrued on and the principal amount of all of the
Loans, regardless of whether any such amount is then due and payable, ratably
among the Banks in accordance with the aggregate accrued interest plus the
aggregate principal amount owed to such Bank.

                  (d) All payments (including prepayments) to be made by any
Borrower hereunder and under the Notes, whether on account of principal,
interest, fees or otherwise, shall be made without set-off or counterclaim and
shall be made prior to 3:00 P.M., New York City time, on the due date thereof
(i) in the case of fees and Loans other than Bilateral Option Loans, to the
Administrative Agent, for the account of the Banks, at the Administrative
Agent's office specified in subsection 13.2, and (ii) in the case of Bilateral
Option Loans made by any Bank, to such Bank, at the Bank's office specified in
Schedule I (or, with respect to Alternative Currency Bilateral Loans, if
different, at such other office of the Bank that it shall designate), in each
case in Dollars (or, with respect to Alternative Currency Bilateral Loans, in
the relevant Alternative Currency) and in immediately available funds. If any
payment hereunder becomes due and payable on a day other than a Business Day,
such payment shall be extended to the next succeeding Business Day (unless,
with respect to any payment on a Eurodollar Loan, the result of such extension
would be to extend such payment into another calendar month, in which event
such payment shall be made on the immediately preceding Business Day), and,
with respect to

<PAGE>



payments of principal, interest thereon shall be payable at the then applicable
rate during such extension.

                  (e) Unless the Administrative Agent shall have been notified
in writing by the Bank prior to a Borrowing Date that such Bank will not make
the amount of any Loan it has committed to make on such date available to the
Administrative Agent, the Administrative Agent may assume that such Bank has
made such amount available to the Administrative Agent on such Borrowing Date,
and the Administrative Agent may, in reliance upon such assumption, make
available to the applicable Borrower a corresponding amount. If such amount is
made available to the Administrative Agent on a date after such Borrowing Date,
such Bank shall pay to the Administrative Agent on demand an amount equal to
the product of (i) the daily average Federal Funds Effective Rate during such
period, times (ii) the amount of the Loan such Bank was committed to make,
times (iii) a fraction the numerator of which is the number of days that elapse
from and including such Borrowing Date to the date on which such Bank's Loan
shall have become immediately available to the Administrative Agent and the
denominator of which is 360. A certificate of the Administrative Agent
submitted to any Bank with respect to any amounts owing under this subsection
shall be conclusive in the absence of manifest error. If such Bank's Commitment
Percentage of such borrowing is not in fact made available to the
Administrative Agent by such Bank within three Business Days of such Borrowing
Date, the Administrative Agent shall be entitled to recover such amount with
interest thereon at the rate per annum applicable to ABR Loans hereunder, on
demand, from such Borrower.

                  5.10 Illegality. Notwithstanding any other provision herein,
if any change after the date hereof in any Requirement of Law or in the
interpretation or application thereof shall make it unlawful for any Bank to
make or maintain Eurodollar Loans as contemplated by this Agreement, (a) the
commitment of such Bank hereunder to make Eurodollar Loans, continue Eurodollar
Loans as such and convert ABR Loans to Eurodollar Loans shall forthwith be
cancelled and (b) such Bank's Loans then outstanding as Eurodollar Loans, if
any, shall be converted automatically to ABR Loans on the respective last days
of the then current Interest Periods with respect to such Loans or within such
earlier period as required by law. If any such conversion of a Eurodollar Loan
occurs on a day which is not the last day of the then current Interest Period
with respect thereto, the Borrower of such Loan shall pay to such Bank such
amounts, if any, as may be required pursuant to subsection 5.13.

                  5.11 Requirements of Law. (a) In the event that any change
after the date hereof in any Requirement of Law or in the interpretation or
application thereof or compliance by any Bank with any request or directive
(whether or not having the force of law) from any central bank or other
Governmental Authority made subsequent to the date hereof:

                         (i) shall subject any Bank to any tax of any kind
         whatsoever with respect to this Agreement, any Note or any Eurodollar
         Loan made by it, or change the basis of taxation of payments to such
         Bank in respect thereof (except for taxes covered by subsection 5.12
         and changes in taxes based upon or measured by income of such Bank);

                        (ii) shall impose, modify or hold applicable any
         reserve, special deposit, compulsory loan or similar requirement
         against assets held by, deposits or other liabilities

<PAGE>



         in or for the account of, advances, loans or other extensions of
         credit by, or any other acquisition of funds by, any office of such
         Bank which is not otherwise included in the determination of the
         Eurodollar Rate hereunder; or

                       (iii) shall impose on such Bank any other condition;

and the result of any of the foregoing is to increase the cost to such Bank, by
an amount which such Bank deems in its reasonable judgment to be material, of
making, converting into, continuing or maintaining Eurodollar Loans or to
reduce any amount receivable hereunder in respect thereof then, in any such
case, the Company shall promptly pay such Bank, upon its demand, any additional
amounts necessary to compensate such Bank for such increased cost or reduced
amount receivable. If any Bank becomes entitled to claim any additional amounts
pursuant to this subsection, it shall promptly notify the Company, through the
Administrative Agent, of the event by reason of which it has become so
entitled. A certificate as to any additional amounts payable pursuant to this
subsection setting forth the calculation thereof in reasonable detail (as
determined by such Bank in its reasonable discretion) submitted by such Bank,
through the Administrative Agent, to the Company shall be conclusive in the
absence of manifest error. This covenant shall survive the termination of this
Agreement and the payment of the Notes and all other amounts payable hereunder.

                  (b) In the event that any Bank shall have determined that any
change in any Requirement of Law regarding capital adequacy or in the
interpretation or application thereof or compliance by such Bank or any
corporation controlling such Bank with any request or directive regarding
capital adequacy (whether or not having the force of law) from any Governmental
Authority made subsequent to the date hereof does or shall have the effect of
reducing the rate of return on such Bank's or such corporation's capital as a
consequence of its obligations hereunder to a level below that which such Bank
or such corporation could have achieved but for such change or compliance
(taking into consideration such Bank's or such corporation's policies with
respect to capital adequacy) by an amount deemed by such Bank to be material,
then from time to time, after submission by such Bank to the Company (with a
copy to the Administrative Agent) of a written request therefor, the Company
shall pay to such Bank such additional amount or amounts as will compensate
such Bank for such reduction. A certificate as to any additional amount payable
pursuant to this subsection setting forth the calculation thereof in reasonable
detail (as determined by such Bank in its reasonable discretion) through the
Administrative Agent, to the Company shall be conclusive in the absence of
manifest error.

                  (c) Upon request by any Bank, through the Administrative
Agent, from time to time, the Borrowers shall pay the cost of all Eurocurrency
Reserve Requirements applicable to the Eurodollar Loans made by such Bank. If a
Bank is or becomes entitled to receive payments in respect of Eurocurrency
Reserve Requirements, pursuant to this subsection 5.11(c), it shall promptly
notify the Borrowers thereof through the Administrative Agent. A certificate as
to the amount of such Eurocurrency Reserve Requirements setting forth the
calculation thereof in reasonable detail (as determined by such Bank in its
reasonable discretion) submitted by such Bank, through the Administrative
Agent, to the Borrowers shall be conclusive in the absence of manifest error.
This covenant shall survive the termination of this Agreement and the payment
of the Loans and all other amounts payable hereunder.

<PAGE>



                  5.12 Taxes. (a) All payments made by any Borrower under this
Agreement and any Notes shall be made free and clear of, and without deduction
or withholding for or on account of, any present or future income, stamp or
other taxes, levies, imposts, duties, charges, fees, deductions or
withholdings, now or hereafter imposed, levied, collected, withheld or assessed
by any Governmental Authority, excluding, in the case of the Administrative
Agent and each Bank, net income taxes and franchise taxes (imposed in lieu of
net income taxes) that would not have been imposed on the Administrative Agent
or such Bank, as the case may be, in the absence of a present or former
connection between the jurisdiction of the government or taxing authority
imposing such tax and the Administrative Agent or such Bank (other than a
connection arising solely from the Administrative Agent or such Bank having
executed, delivered or performed its obligations or received a payment under,
or enforced, this Agreement or any Notes) or any political subdivision or
taxing authority thereof or therein (all such non-excluded taxes, levies,
imposts, duties, charges, fees, deductions and withholdings being hereinafter
called "Taxes"). If any Taxes are required to be withheld from any amounts
payable to the Administrative Agent or any Bank hereunder or under any Notes,
the amounts so payable to the Administrative Agent or such Bank shall be
increased to the extent necessary to yield to the Administrative Agent or such
Bank (after payment of all Taxes) interest or any such other amounts payable
hereunder at the rates or in the amounts specified in this Agreement and the
Notes. Whenever any Taxes are payable by any Borrower in respect of any payment
made hereunder, as promptly as possible thereafter any Borrower shall send to
the Administrative Agent for its own account or for the account of such Bank,
as the case may be, a certified copy of an original official receipt received
by such Borrower showing payment thereof. If such Borrower fails to pay any
Taxes when due to the appropriate taxing authority or fails to remit to the
Administrative Agent the required receipts or other required documentary
evidence, such Borrower shall indemnify the Administrative Agent and the Banks
for any incremental taxes, interest or penalties that may become payable by the
Administrative Agent or any Bank as a result of any such failure. The
agreements in this subsection shall survive the termination of this Agreement
and the payment of the Notes and all other amounts payable hereunder.

                  (b) Each Bank that is not incorporated under the laws of the
United States of America or a state thereof agrees that it will deliver to the
Company and the Administrative Agent (i) two duly completed copies of United
States Internal Revenue Service Form 1001 or 4224 or successor applicable form,
as the case may be, and (ii) an Internal Revenue Service Form W-8 or W-9 or
successor applicable form. Each such Bank also agrees to deliver to the Company
and the Administrative Agent two further copies of the said Form 1001 or 4224
and Form W-8 or W-9, or successor applicable forms or other manner of
certification, as the case may be, on or before the date that any such form
expires or becomes obsolete or after the occurrence of any event requiring a
change in the most recent form previously delivered by it to the Company, and
such extensions or renewals thereof as may reasonably be requested by the
Company or the Administrative Agent, unless in any such case an event
(including, without limitation, any change in treaty, law or regulation) has
occurred prior to the date on which any such delivery would otherwise be
required which renders all such forms inapplicable or which would prevent such
Bank from duly completing and delivering any such form with respect to it and
such Bank so advises the Company and the Administrative Agent. Such Bank shall
certify (i) in the case of a Form 1001 or 4224, that it is entitled to receive
payments under this Agreement without deduction or withholding of any United
States federal income taxes and (ii)

<PAGE>



in the case of a Form W-8 or W-9, that it is entitled to an exemption from
United States backup withholding tax.

                  5.13 Indemnity. Each Borrower agrees to indemnify each Bank
and to hold each Bank harmless from any loss or expense which such Bank may
sustain or incur as a consequence of (a) default by any Borrower in payment
when due of the principal amount of or interest on any Eurodollar Loan, (b)
default by any Borrower in making a borrowing of, conversion into or
continuation of Eurodollar Loans after such Borrower has given a notice
requesting the same in accordance with the provisions of this Agreement, (c)
default by any Borrower in making any prepayment after such Borrower has given
a notice thereof in accordance with the provisions of this Agreement or (d) the
making of a payment or prepayment of Eurodollar Loans on a day which is not the
last day of an Interest Period with respect thereto, including, without
limitation, in each case, any such loss or expense arising from the
reemployment of funds obtained by it or from fees payable to terminate the
deposits from which such funds were obtained. This covenant shall survive the
termination of this Agreement and the payment of the Loans or Notes, if any,
and all other amounts payable hereunder.

                   SECTION 6. REPRESENTATIONS AND WARRANTIES

                  To induce the Banks to enter into this Agreement, each of the
Company and the Parent represents and warrants to the Administrative Agent and
each Bank that:

                  6.1 Corporate Existence; Compliance with Law. Each Loan Party
(a) is a corporation duly organized, validly existing and in good standing
under the laws of its jurisdiction of incorporation, (b) is duly qualified and
in good standing in each jurisdiction wherein, in the opinion of the Company
and the Parent, the conduct of its business or the ownership of its properties
requires such qualification and (c) is in compliance with all Requirements of
Law, except to the extent that the failure to comply with paragraph (a), (b) or
(c) of this subsection would not, in the aggregate, reasonably be expected to
have a Material Adverse Effect.

                  6.2 Corporate Power, Authorization; Enforceable Obligations.
Each Loan Party has the corporate power and authority to make, deliver and
perform its obligations under the Loan Documents to which it is or will be a
party, and has taken all necessary corporate action to authorize (i) in the
case of the Borrowers, the borrowings under this Agreement and any Notes to
which it is or will be a party on the terms and conditions hereof and thereof
and (ii) the execution, delivery and performance of this Agreement and the Loan
Documents to which it is or will be a party. This Agreement has been, and any
Note and the other Loan Documents to which it is or will be a party will be,
duly executed and delivered on behalf of each relevant Loan Party. This
Agreement constitutes, and each of the Notes, if any, and the other Loan
Documents when executed and delivered will constitute, a legal, valid and
binding obligation of the Loan Party thereto, enforceable against such Loan
Party in accordance with its terms, such enforceability subject to limitations
under any applicable bankruptcy, insolvency, moratorium or other laws affecting
creditors' rights and by general equitable principles (whether applied in a
proceeding in equity or at law). No consent of any other party (including
stockholders of the Parent) and no

<PAGE>



consent, license, approval or authorization of, or registration or declaration
with, any Governmental Authority is required to be obtained by any Loan Party
in connection with the execution, delivery, performance, validity or
enforceability of this Agreement and any Notes.

                  6.3 No Legal Bar. The execution, delivery and performance of
this Agreement, the Notes and the other Loan Documents, the borrowings
hereunder and the use of the proceeds thereof, will not violate or contravene
any material provision of any Requirement of Law or material Contractual
Obligation of the Parent, the Company or any of its Subsidiaries and will not
result in, or require, the creation or imposition of any material Lien (other
than Liens permitted under subsection 9.2) on any of its or their respective
properties or revenues pursuant to any such Requirement of Law or Contractual
Obligation.

                  6.4 No Material Litigation. There is no legal action,
administrative proceeding or arbitration (whether or not purportedly on behalf
of the Parent or the Company or any of its Subsidiaries) presently pending, or
to the knowledge of the Parent or the Company threatened, against or affecting
the Parent or the Company or any of its Subsidiaries which would reasonably be
expected to have a Material Adverse Effect, except that the foregoing is
subject to the fact that the Parent and the Company cannot predict at this time
the results and impact, if any, of (i) those investigations and litigations
incorporated by reference in Item 3 of the Parent's Annual Report on Form 10-K
for the fiscal year ended December 31, 1997 referred to in subsection 6.6 to
the extent that inability to make such a prediction or determine liability is
stated in Item 3 and (ii) the governmental investigation and related matters
described in Note 3 to the Consolidated Financial Statements referred to in
Item 3.

                  6.5 Ownership of Properties. Each of the Parent, the Company
and each of its Subsidiaries is the tenant under valid leases or has good title
to substantially all its properties and assets, real and personal (except
defects in title and other matters that would not reasonably be expected to
have a Material Adverse Effect), subject to no Lien except as permitted to
exist under subsection 9.2.

                  6.6 Financial Condition. The consolidated balance sheet of
the Parent (or its predecessor) and its Subsidiaries as at December 31, 1997
and the related consolidated statements of operations, shareholders' equity and
of cash flows (together with the related notes), included or incorporated in
the Parent's Annual Report on Form 10-K filed with the SEC for the fiscal year
ended December 31, 1997, present fairly in all material respects the financial
position of the Parent (or its predecessor) and its Subsidiaries as at such
dates and the results of their operations and their cash flows for the fiscal
years then ended. All of such financial statements, including the notes to such
financial statements, have been prepared in conformity with GAAP (subject, in
the case of interim statements, to normal year-end adjustments and to the fact
that such financial statements may be abbreviated and may omit footnotes or
contain incomplete footnotes) consistently applied throughout the periods
involved except as stated therein.

                  6.7 Disclosure of Contingent Liabilities. To the best of the
knowledge and belief of the Parent, neither the Parent nor any of its
Subsidiaries has any contingent obligation, liability for taxes, long-term
leases, unusual forward or other liabilities, which are material in amount in
relation to the consolidated financial condition of the Parent and its
Subsidiaries taken as a whole

<PAGE>



and which are not disclosed in the financial statements (including the related
notes) described in subsection 6.6 above.

                  6.8 ERISA. Each Plan that is intended to qualify under
Section 401(a) of the Code satisfies in all material respects the applicable
requirements for qualification under that Code Section. No Reportable Event has
occurred and is continuing with respect to any such Plan, and neither the
Parent nor any of its Subsidiaries has incurred any liability to the PBGC under
Section 4062 of ERISA with respect to any such Plan that would reasonably be
expected to have a Material Adverse Effect.

                  6.9 Certain Federal Regulations. Neither the Company nor any
of its Subsidiaries is engaged in or will engage in the business of extending
credit for the purposes of "purchasing" or "carrying" any "margin stock" within
the respective meanings of each of the quoted terms under Regulation U of the
Board, and no part of the proceeds of any Loan will be used for any purpose
which violates, or which would be inconsistent with, the provisions of
Regulation U or X of the Board.

                  6.10 No Default. Neither the Parent nor any of its
Subsidiaries is in default under or with respect to any of its Contractual
Obligations in any respect which would reasonably be expected to have a
Material Adverse Effect. No Default or Event of Default has occurred and is
continuing.

                  6.11 Taxes. (a) Each of the Parent and its Subsidiaries has
filed or caused to be filed all tax returns which, to the knowledge of the
Parent, are required to be filed and has paid all taxes shown to be due and
payable on said returns or on any assessments made against it or any of its
property and all other taxes, fees or other charges imposed on it or any of its
property by any Governmental Authority (other than any the amount or validity
of which are currently being contested in good faith by appropriate proceedings
and with respect to which adequate reserves to the extent required in
conformity with GAAP, have been provided on the books of the Parent or its
Subsidiaries, as the case may be) except insofar as the failure to make such
filings or payments would not reasonably be expected to have a Material Adverse
Effect; and (b) no tax Lien (other than a Lien permitted under subsection
9.2(a)) has been filed, and, to the knowledge of the Parent, no claim is being
asserted, with respect to any such tax, fee or other charge which would
reasonably be expected to have a Material Adverse Effect.

                  6.12 Investment Company Act; Other Regulations. None of the
Parent, the Company or any of its Subsidiaries is an "investment company", or a
company "controlled" by an "investment company", within the meaning of the
Investment Company Act of 1940, as amended. None of the Parent, the Company or
any other Borrower is subject to regulation under any Federal or State statute
or regulation which limits its ability to incur Indebtedness.

                  6.13 Purpose of Loans. The proceeds of the Loans shall be
used by the Borrowers for general corporate purposes (which may include
purchases by the Parent of its capital stock).

<PAGE>



                  6.14 Environmental Matters. To the best of the knowledge of
the Parent, the operations of the Parent and its Subsidiaries and all parcels
of real estate owned or operated by the Parent or its Subsidiaries are in
compliance with all Environmental Laws, except where the failure to so comply
would not reasonably be expected to have a Material Adverse Effect.

                  6.15 Principal Subsidiaries. Set forth on Schedule II are all
of the Principal Subsidiaries as of the date hereof.

                  6.16 Year 2000. Any reprogramming relating to the year 2000
required to permit the proper functioning, in and following the year 2000, in
all material respects, of (i) the computer systems of the Parent and its
Subsidiaries and (ii) any material equipment of the Parent and its Subsidiaries
containing embedded microchips and the testing of all such systems and
equipment, as so reprogrammed, is expected to be completed by June 30, 1999.
The aggregate cost to the Parent and its Subsidiaries of such reprogramming and
testing and of the reasonably foreseeable consequences of year 2000 to the
Parent and its Subsidiaries (including, without limitation, reprogramming
errors and the failure of others' systems or equipment) is not expected to
result in a Default or a Material Adverse Effect.

                        SECTION 7. CONDITIONS PRECEDENT

                  7.1 Conditions to Effectiveness. The parties hereto
acknowledge that the effectiveness of this Agreement is subject to the
satisfaction of the following conditions precedent:

                  (a) Loan Documents. The Administrative Agent shall have
         received (i) this Agreement, executed and delivered by a duly
         authorized officer of each of the Loan Parties, with a counterpart for
         each Bank, (ii) for the account of each Bank so requesting, a
         Revolving Credit Note and a Bid Loan Note conforming to the
         requirements hereof and executed by a duly authorized officer of the
         Borrowers and (iii) an incumbency certificate of each of the Loan
         Parties which covers such officers.

                  (b) Corporate Proceedings. The Administrative Agent shall
         have received, with a counterpart for each Bank, a copy of the
         resolutions, in form and substance satisfactory to the Administrative
         Agent, of the Board of Directors of each of the Loan Parties
         authorizing (i) the execution, delivery and performance of the Loan
         Documents to which it is or will be a party and (ii) the borrowings
         contemplated hereunder (in the case of each Borrower), certified by
         the Secretary or an Assistant Secretary of such Loan Party as of the
         Closing Date, which certificate shall state that the resolutions
         thereby certified have not been amended, modified, revoked or
         rescinded and shall be in form and substance satisfactory to the
         Administrative Agent.

                  (c) Existing Credit Agreement. All commitments of the lenders
         under the Existing Credit Agreement shall have been terminated, all
         outstanding loans thereunder shall have been repaid in full, all
         unpaid fees thereunder shall have been paid in full and such agreement
         shall have been terminated.

<PAGE>




                  (d) Legal Opinions. The Administrative Agent shall have
         received, with a counterpart for each Bank, the following executed
         legal opinions:

                                  (i) the executed legal opinion of counsel to
                  the Company and the Parent who may be the General Counsel of
                  the Company, substantially in the form of Exhibit F-1;

                                 (ii) to the extent required pursuant to
                  subsection 13.15(a)(ii), the executed legal opinion of
                  counsel to any other Borrower, in form and substance
                  reasonably satisfactory to the Administrative Agent; and

                                (iii) the executed legal opinion of Simpson
                  Thacher & Bartlett, counsel to the Administrative Agent,
                  substantially in the form of Exhibit F-2.

         Each such legal opinion shall cover such other matters incident to the
         transactions contemplated by this Agreement as the Administrative
         Agent may reasonably require.

                  (e) Officer's Certificate. The Administrative Agent shall
         have received, with a counterpart for each Bank, a certificate
         respecting accuracy of representations and warranties, the absence of
         events having a Material Adverse Effect and the absence of Defaults
         and Events of Default, substantially in the form of Exhibit G hereto,
         signed by a Responsible Officer on behalf of each of the Company and
         the Parent.

                  (f) Additional Matters. All corporate and other proceedings,
         and all documents, instruments and other legal matters in connection
         with the transactions contemplated by this Agreement shall be
         satisfactory in form and substance to the Administrative Agent, and
         the Administrative Agent shall have received such other documents and
         legal opinions in respect of any aspect or consequence of the
         transactions contemplated hereby or thereby as it shall reasonably
         request.

                  (g) Fees. The Administrative Agent shall have received, on
         behalf of itself, the Banks and the Arranger, the fees to be received
         on the Closing Date referred to in subsection 5.2.

                  7.2 Conditions to Each Loan. The agreement of each Bank to
make any Loan requested to be made by it on any date is subject to the
satisfaction of the following conditions precedent:

                  (a) Representations and Warranties. Each of the
         representations and warranties made by each of the Loan Parties in or
         pursuant to subsections 6.1, 6.2, 6.3, 6.5, 6.9, 6.10, 6.11, 6.12 and
         6.13 of this Agreement and in or pursuant to any other Loan Document
         to which it is or will be a party, shall be true and correct in all
         material respects on and as of such date as if made on and as of such
         date, and the representation and warranty made

<PAGE>



         pursuant to subsection 6.6 shall be true and correct in all material
         respects with respect to the financial statements most recently
         delivered pursuant to subsection 8.1, mutatis mutandis, as if such
         financial statements delivered pursuant to subsection 8.1 were the
         financial statements referred to in subsection 6.6.

                  (b) No Default. No Default or Event of Default shall have
         occurred and be continuing on such date or after giving effect to the
         Loans requested to be made on such date.

Each borrowing by the Borrowers hereunder shall constitute a representation and
warranty by the Loan Parties as of the date of such Loan that the conditions
contained in this subsection 7.2 have been satisfied.

                        SECTION 8. AFFIRMATIVE COVENANTS

                  Each of the Company and the Parent hereby agrees that, so
long as the Commitments remain in effect, any Note remains outstanding and
unpaid or any other amount is owing to any Bank or the Administrative Agent
hereunder, each of the Company and the Parent shall and the Company (except in
the case of delivery of financial information, reports and notices) shall cause
each of its Principal Subsidiaries to:

                  8.1 Financial Statements. Furnish to each Bank:

                  (a) as soon as available, but in any event within 120 days
         after the end of each fiscal year of the Parent, a copy of the
         consolidated balance sheet of the Parent and its Subsidiaries as at
         the end of such year and the related consolidated statements of
         operations, shareholders' equity and cash flows for such year (as
         included or incorporated by reference in the Parent's Annual Report on
         Form 10-K or successor form filed with the SEC for each such fiscal
         year), setting forth in each case in comparative form the figures for
         the previous year, reported on without a "going concern" or like
         qualification or exception, or qualification arising out of the scope
         of the audit, by Price Waterhouse LLP or other independent certified
         public accountants of nationally recognized standing not unacceptable
         to the Majority Banks; and

                  (b) as soon as available, but in any event not later than 75
         days after the end of each of the first three quarterly periods of
         each fiscal year of the Parent, the unaudited consolidated balance
         sheet of the Parent and its Subsidiaries as at the end of such quarter
         and the related unaudited consolidated statements of operations for
         such quarter and the related unaudited consolidated statements of
         operations and cash flows for the portion of the fiscal year through
         the end of such quarter (as included in the Parent's Quarterly Report
         on Form 10-Q or successor form filed with the SEC for each such
         period), setting forth in each case in comparative form the figures
         for the corresponding period of the previous year, certified by a
         Responsible Officer as being fairly stated in all material respects
         when considered in relation to the consolidated financial statements
         of the Parent and its Subsidiaries.

<PAGE>



All such financial statements shall be prepared in conformity with GAAP
(subject, in the case of interim statements, to normal year-end adjustments and
to the fact that such financial statements may be abbreviated and may omit
footnotes or contain incomplete footnotes) applied consistently throughout the
periods reflected therein and with prior periods (except as disclosed therein).

                  8.2  Certificates; Other Information.  Furnish to each Bank:

                  (a) concurrently with the delivery of the financial
         statements referred to in subsection 8.1(a), a certificate of the
         independent certified public accountants reporting on such financial
         statements stating that in making the examination necessary therefor
         no knowledge was obtained of any Default or Event of Default, except
         as specified in such certificate;

                  (b) concurrently with the delivery of the financial
         statements referred to in subsections 8.1(a) and 8.1(b), a certificate
         of a Responsible Officer of the Parent in his capacity as such officer
         stating that, (i) to the best of such Officer's knowledge, each of the
         Borrowers and the Parent during such period has observed or performed
         all of its covenants and other agreements, and satisfied every
         condition contained in this Agreement and in the Notes and the other
         Loan Documents to which it is a party to be observed, performed or
         satisfied by it, (ii) to the best of such Officer's knowledge, the
         representation and warranty contained in subsection 6.16 is true and
         correct as of the date of delivery of such financial statements and
         certificate and (iii) that such Officer has obtained no knowledge of
         any Default or Event of Default except as specified in such
         certificate and showing in detail the calculation of compliance with
         subsections 9.1 and 9.2;

                  (c) concurrently with the delivery of the financial
         statements referred to in subsection 8.1(a), a list of the Principal
         Subsidiaries as of the corresponding fiscal year end, certified by a
         Responsible Officer in his capacity as such officer;

                  (d) within ten Business Days after the same are sent, copies
         of all financial statements and reports which the Parent sends to its
         shareholders generally relating to the business of the Parent and its
         Subsidiaries, and within ten Business Days after the same are filed,
         copies of all reports on Forms 10-K, 10-Q, 8-K, 8 and 10, and
         Schedules 13D, 13E-3, 13E-4, 13-G, 14D-1 and 14D-9, or successor forms
         or schedules, and the final prospectus in each effective registration
         statement (other than registration statements on Form S-8) and each
         post-effective amendment to such registration statement which the
         Parent may make to, or file with, the SEC; and

                  (e) promptly, subject to reasonable confidentiality
         requirements agreed to by the Company and such Bank, such additional
         financial and other information as any Bank may from time to time
         reasonably request.

                  8.3 Payment of Obligations. Pay, discharge or otherwise
satisfy at or before maturity or before they become delinquent, as the case may
be, all its obligations of whatever

<PAGE>



nature, except where the amount or validity thereof is currently being
contested in good faith by appropriate proceedings and reserves, to the extent
required in conformity with GAAP with respect thereto, have been provided on
the books of the Parent or its Subsidiaries, as the case may be, and except to
the extent that the failure to so pay, discharge or otherwise satisfy such
obligations would not result in a Default or Event of Default under Section
10(e)(i).

                  8.4 Conduct of Business and Maintenance of Existence.
Preserve, renew and keep in full force and effect its corporate existence and
take all reasonable action to maintain all corporate rights, privileges and
franchises necessary or desirable in the normal conduct of its business, except
as otherwise permitted pursuant to subsection 9.3; comply with all Contractual
Obligations and Requirements of Law except to the extent that failure to comply
therewith would not, in the aggregate, reasonably be expected to have a
Material Adverse Effect.

                  8.5 Insurance. Maintain with financially sound and reputable
insurance companies (which may include, without limitation, captive insurers),
such insurance coverage as is reasonable for the business activities of the
Parent and its Subsidiaries; and furnish to the Administrative Agent, upon
written request, such information as the Administrative Agent may reasonably
request as to its insurance program.

                  8.6 Inspection of Property, Books and Records; Discussions.
Permit representatives of any Bank (subject to reasonable safety and
confidentiality requirements) to visit and inspect any of its properties and
examine and make abstracts from any of its books and records at any reasonable
time and as often as may reasonably be desired and to discuss the business,
operations, properties and financial and other condition of the Parent and its
Subsidiaries with officers and employees of the Parent and its Subsidiaries
and, provided representatives of the Parent are given an opportunity to
participate, with its independent certified public accountants.

                  8.7 Notices. Promptly give notice to the Administrative Agent
and each Bank of:

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

                  (b) any (i) default or event of default under any Contractual
         Obligation of the Parent or any of its Subsidiaries or (ii)
         litigation, investigation or proceeding which may exist at any time
         between the Parent or any of its Subsidiaries and any Governmental
         Authority, which in either case, would reasonably be expected to have
         a Material Adverse Effect;

                  (c) any litigation or proceeding affecting the Parent or any
         of its Subsidiaries in which the then reasonably anticipated exposure
         of the Parent and its Subsidiaries is $10,000,000 or more and not
         covered by insurance, or in which injunctive or similar relief is
         sought which is then reasonably anticipated to have an adverse
         economic effect on the Parent and its Subsidiaries of $10,000,000 or
         more;

                  (d) the following events, as soon as possible and in any
         event within 30 days after the Company or the Parent knows or has
         reason to know thereof: (i) the occurrence or

<PAGE>



         expected occurrence of any Reportable Event with respect to any Plan,
         or any withdrawal from, or the termination, Reorganization or
         Insolvency of any Multiemployer Plan or (ii) the institution of
         proceedings or the taking of any other action by the PBGC or the
         Company or the Parent or any Commonly Controlled Entity or any
         Multiemployer Plan with respect to the withdrawal from, or the
         terminating, Reorganization or Insolvency of, any Plan, where in
         connection with any of the events described in (i) or (ii) above the
         liability to the Company or a Commonly Controlled Entity would
         reasonably be expected to be $10,000,000 or more;

                  (e) any upgrading, downgrading or cessation in the rating of
         the long term senior unenhanced, unsecured debt of the Company by the
         rating agency or agencies whose rating on such debt is then being used
         to determine the Applicable Margin and the Facility Fee Rate; and

                  (f) a development or event which would reasonably be expected
         to have a Material Adverse Effect.

Each notice pursuant to this subsection shall be accompanied by a statement of
a Responsible Officer setting forth details of the occurrence referred to
therein and stating what action each of the Company and the Parent proposes to
take with respect thereto.

                  8.8  Environmental Laws.

                  (a) Comply with all Environmental Laws and obtain and comply
with and maintain any and all licenses, approvals, registrations or permits
required by Environmental Laws, except to the extent that failure to do so
would not be reasonably expected to have a Material Adverse Effect; and

                  (b) Defend, indemnify and hold harmless the Administrative
Agent and the Banks, and their respective employees, agents, officers and
directors, from and against any claims, demands, penalties, fines, liabilities,
settlements, damages, costs and expenses of whatever kind or nature known or
unknown, contingent or otherwise, arising out of, or in any way relating to the
violation of or noncompliance with any Environmental Laws applicable to the
real property owned or operated by the Company, the Parent or any of the
Company's Subsidiaries, or any orders, requirements or demands of Governmental
Authorities related thereto, including, without limitation, attorney's and
consultant's fees, investigation and laboratory fees, court costs and
litigation expenses, except to the extent that any of the foregoing arise out
of the gross negligence or willful misconduct of the party seeking
indemnification therefor.

                  8.9 Year 2000 Compliance. Complete, by June 30, 1999, any
reprogramming relating to the year 2000 required to permit the proper
functioning, in and following the year 2000, of (i) the computer systems of the
Parent and its Subsidiaries and (ii) any material equip ment of the Parent and
its Subsidiaries containing embedded microchips and the testing of all such
systems and equipment, except to the extent that failure to do so would not be
reasonably expected to have a Material Adverse Effect.

<PAGE>




                         SECTION 9. NEGATIVE COVENANTS

                  The Parent hereby agrees that, so long as the Commitments
remain in effect, any Note remains outstanding and unpaid or any other amount
is owing to any Bank or the Administrative Agent hereunder, it shall not, and
(except with respect to subsections 9.1 and 9.5(b)) shall not permit any of its
Subsidiaries to, directly or indirectly:

                  9.1  Financial Condition Covenants.

                  (a) Consolidated Debt to EBITDA. Permit on the last day of
any fiscal quarter of the Company commencing with June 30, 1998, the ratio of
Consolidated Debt as at the end of such fiscal quarter to EBITDA for the period
of four consecutive fiscal quarters then ended to be greater than 3.5 to 1.0.

                  (b) Interest Coverage. Permit for any period of four
consecutive fiscal quarters ending on the last day of any fiscal quarter of the
Company commencing with June 30, 1998, the ratio of EBIT for such four fiscal
quarter period to Consolidated Interest Expense for such four fiscal quarter
period to be less than 2.0 to 1.0.

                  9.2 Limitation on Liens. Create, incur, assume or suffer to
exist any Lien upon any of its property, assets or revenues (which property,
assets or revenues are or would be reflected from time to time on the
consolidated financial statements of the Parent and its Subsidiaries in
accordance with GAAP), whether now owned or hereafter acquired, except for:

                  (a) Liens for taxes or other governmental charges not yet due
         or which are being contested in good faith by appropriate proceedings,
         provided that adequate reserves with respect thereto are maintained on
         the books of the Parent or its Subsidiaries, as the case may be, to
         the extent required in conformity with GAAP;

                  (b) carriers', warehousemen's, mechanics', materialmen's,
         repairmen's, vendors', landlords', brokers', bankers' and other like
         Liens arising in the ordinary course of business relating to
         obligations which are not overdue for a period of more than 60 days or
         which are being contested in good faith and Liens arising out of
         judgments or awards that are either discharged within 60 days after
         entry or execution of which has been stayed pending the outcome of
         appeal or review proceedings;

                  (c) pledges or deposits in connection with workers'
         compensation, unemployment insurance and other social security
         legislation and deposits securing liability to insurance carriers
         under insurance or self-insurance arrangements;

                  (d) pledges, deposits and similar arrangements in connection
         with or to secure performance of bids, tenders, leases and other
         deposits to secure the performance of bids, trade contracts (other
         than for borrowed money), leases, statutory obligations, surety and
         appeal bonds, performance bonds and other obligations of a like nature
         incurred in the ordinary course of business and contractual rights of
         other Persons to make set-offs and to

<PAGE>



         require security in connection with letters of credit, currency,
         commodity and interest rate contracts, surety bonds, leases, banking
         and brokerage agreements and other transactions in the ordinary course
         of business;

                  (e) leases, easements, rights-of-way, restrictions and other
         similar encumbrances incurred in the ordinary course of business which
         would not reasonably be expected to have a Material Adverse Effect;

                  (f) Liens on the property, assets or revenues of a Person
         which becomes a Subsidiary after the date hereof, to the extent that
         (i) such Liens existed at the time such Person became a Subsidiary and
         were not created in anticipation thereof, (ii) any such Lien is not
         extended to cover any property, assets or revenues of such Person
         after the time such Person becomes a Subsidiary, and (iii) the amount
         of Indebtedness secured thereby is not thereafter increased;

                  (g) Liens arising in connection with (i) industrial
         development, pollution control or other tax exempt financing
         transactions, provided that such Liens do not at any time encumber any
         property other than the property financed by such transaction and
         other property, assets or revenues related to the property so financed
         on which Liens are customarily granted in connection with such
         transactions, or (ii) conveyances of any production payment or other
         obligation to make a production payment (A) which is to be made solely
         from production from oil, gas or other underground mineral properties
         dedicated thereto or (B) as to which production payment amount the
         obligee's sole recourse is to such properties;

                  (h) Liens (including, without limitation, Liens incurred in
         connection with Capitalized Leases, operating leases and
         sale-leaseback transactions) securing Indebtedness of the Parent and
         its Subsidiaries incurred to finance the acquisition of fixed or
         capital assets, and refinancings thereof, provided that (i) such Liens
         do not at any time encumber any property other than the property
         financed by such Indebtedness and other property, assets or revenues
         related to the property so financed on which Liens are customarily
         granted in connection with such financings or refinancings, and (ii)
         the principal amount of Indebtedness secured by any such Lien shall at
         no time exceed 100% of the greater of the original purchase price of
         such property at the time it was acquired and the fair market value of
         such property as reasonably determined by a Responsible Officer of the
         Company in good faith thereafter, plus fees and other costs related to
         the financing or refinancing thereof which have been agreed upon in an
         arm's length manner;

                  (i) Liens incurred in connection with accounts receivable
         sale transactions entered into by the Parent or its Subsidiaries;

                  (j) Liens securing Contractual Obligations of any Subsidiary
         to the Parent, the Company or any Domestic Subsidiary;

                  (k) Liens on the property, assets or revenues of any Foreign
         Subsidiary or any Excluded Subsidiary; and

<PAGE>



                  (l) Liens (not otherwise permitted hereunder) which secure
         obligations in an aggregate amount at any time outstanding not
         exceeding an amount equal to 5% of the amount recorded opposite the
         caption "Properties and equipment, net" (or the equivalent caption) on
         the consolidated balance sheet of the Parent and its Subsidiaries most
         recently delivered to the Administrative Agent pursuant to subsection
         8.1.

                  9.3 Limitation on Fundamental Changes. Convey, sell, lease,
assign, transfer or otherwise dispose of (including by merger, consolidation,
sale of stock, liquidation or dissolution) all or substantially all of the
property, assets or business of the Parent and its Subsidiaries taken as a
whole.

                  9.4 Limitation on Asset Transfers to Foreign Subsidiaries.
With respect to the Parent or any Domestic Subsidiary, convey, sell, lease,
assign, transfer or otherwise dispose of (collectively, a "transfer") any of
its property, business or assets (including, without limitation leasehold
interests), whether now owned or hereafter acquired, to any Foreign Subsidiary,
except such transfers which, individually or in the aggregate, would not
reasonably be expected to have a Material Adverse Effect.

                  9.5 Limitation on Subordinated Debt. Permit any Subsidiary of
the Parent (other than the Company) to create, incur, assume or suffer to exist
any subordinated indebtedness other than (a) subordinated indebtedness of a
Person which becomes a Subsidiary after the date hereof to the extent such
indebtedness existed at the time such Person became a Subsidiary and was not
incurred in anticipation thereof and any refinancings of such indebtedness
after such time so long as the principal amount thereof is not increased or (b)
subordinated indebtedness of such Subsidiary held by the Parent or any other
Subsidiary of the Parent.

                         SECTION 10. EVENTS OF DEFAULT

                  If any of the following events shall occur and be continuing:

                  (a) Any Borrower shall fail to pay any principal of any Loan
         or Note when due in accordance with the terms thereof or hereof; or
         any Borrower shall fail to pay any interest on any Loan or Note, or
         any other amount payable hereunder, within five Business Days after
         any such interest or other amount becomes due in accordance with the
         terms thereof or hereof; or

                  (b) Any representation or warranty made, or pursuant to
         subsection 7.2, deemed made, by any Loan Party herein or in any other
         Loan Document or which is contained in any certificate, document or
         financial or other statement furnished at any time under or in
         connection with this Agreement shall prove to have been incorrect in
         any material adverse respect on or as of the date made or deemed made;
         or

                  (c) The Parent or any Subsidiary shall default in the
         observance or performance of any agreement contained in subsection
         9.1, 9.3, 9.4 or 9.5; or

<PAGE>



                  (d) Any Loan Party shall default in the observance or
         performance of any other agreement contained in this Agreement (other
         than as provided in paragraphs (a) through (c) of this Section), and
         such default shall continue unremedied for a period of 30 days; or

                  (e) The Parent or any of its Subsidiaries (other than the
         Excluded Subsidiaries) shall (i) default in any payment of principal
         of or interest on, or any other amount payable with respect to, any
         (A) Domestic Indebtedness (other than the Notes and Loans) in an
         aggregate principal amount for all such Domestic Indebtedness of
         $10,000,000 or more, or (B) Foreign Subsidiary Indebtedness (other
         than the Notes and Loans) in an aggregate principal amount for all
         such Foreign Subsidiary Indebtedness of $20,000,000 or more, beyond
         the period of grace (not to exceed 30 days), if any, provided in the
         instrument or agreement under which such Indebtedness was created; or
         (ii) default in the observance or performance of any other agreement
         relating to any such Indebtedness in the amounts specified in clause
         (i) above or contained in any instrument or agreement evidencing,
         securing or relating thereto, or any other event shall occur or
         condition exist in any case which continues uncured or unwaived (and,
         if waived, without any change in the material terms of such
         Indebtedness) after the expiration of all applicable grace periods,
         the effect of which default or other event or condition is to cause,
         or to permit the holder or holders of such Indebtedness (or a trustee
         or agent on behalf of such holder or holders) to cause, with the
         giving of notice if required, such Indebtedness to become due prior to
         its stated maturity; or

                  (f) (i) The Parent or any Principal Subsidiary (other than
         the Excluded Subsidiaries) shall commence any case, proceeding or
         other action (A) under any existing or future law of any jurisdiction,
         domestic or foreign, relating to bankruptcy, insolvency,
         reorganization or relief of debtors, seeking to have an order for
         relief entered with respect to it, or seeking to adjudicate it a
         bankrupt or insolvent, or seeking reorganization, arrangement,
         adjustment, winding-up, liquidation, dissolution, composition or other
         relief with respect to it or its debts, or (B) seeking appointment of
         a receiver, trustee, custodian or other similar official for it or for
         all or any substantial part of its assets, or the Parent or any such
         Principal Subsidiary shall make a general assignment for the benefit
         of its creditors; or (ii) there shall be commenced against the Parent
         or any such Principal Subsidiary any case, proceeding or other action
         of a nature referred to in clause (i) above which (A) results in the
         entry of an order for relief or any such adjudication or appointment
         or (B) remains undismissed, undischarged or unbonded for a period of
         60 days; or (iii) there shall be commenced against the Parent or any
         such Principal Subsidiary any case, proceeding or other action seeking
         issuance of a warrant of attachment, execution, distraint or similar
         process against all or any substantial part of its assets which
         results in the entry of an order for any such relief which shall not
         have been vacated, discharged, or stayed or bonded pending appeal
         within 60 days from the entry thereof; or (iv) the Parent or any such
         Principal Subsidiary shall take any action in furtherance of, or
         indicating its consent to, approval of, or acquiescence in, any of the
         acts set forth in clause (i), (ii) or (iii) above; or (v) the Parent
         or any such Principal Subsidiary shall generally not, or shall be
         unable to, or shall admit in writing its inability to, pay its debts
         as they become due; or

<PAGE>



                  (g) (i) Any Person shall engage in any non-exempt "prohibited
         transaction" (as defined in Section 406 of ERISA or Section 4975 of
         the Code) involving any Plan, (ii) any "accumulated funding
         deficiency" (as defined in Section 302 of ERISA), whether or not
         waived, shall exist with respect to any Plan, (iii) a Reportable Event
         shall occur with respect to, or judicial proceedings shall commence to
         have a trustee appointed, or a trustee shall be appointed, to
         administer or to terminate, any Single Employer Plan, which Reportable
         Event or commencement of judicial proceedings or appointment of a
         trustee is, in the reasonable opinion of the Majority Banks, likely to
         result in the termination of such Plan for purposes of Title IV of
         ERISA, (iv) any Single Employer Plan shall terminate for purposes of
         Title IV of ERISA, (v) the Company or any Commonly Controlled Entity
         shall, or in the reasonable opinion of the Majority Banks is likely
         to, incur any liability in connection with a withdrawal from, or the
         Insolvency or Reorganization of, a Multiemployer Plan or (vi) any
         other event or condition shall occur or exist, with respect to a Plan;
         and in each case in clauses (i) through (vi) above, such event or
         condition, together with all other such events or conditions, if any,
         could reasonably be expected to subject the Company or any of its
         Subsidiaries to any tax, penalty or other liabilities which in the
         aggregate would have a Material Adverse Effect; or

                  (h) One or more judgments or decrees shall be entered against
         the Parent or any of its Subsidiaries in aggregate amounts (not paid
         or fully covered by insurance) of $10,000,000 or more and all such
         judgments or decrees shall not have been vacated, discharged, stayed
         or bonded pending appeal within 60 days from the entry thereof; or

                  (i) The Parent shall cease to own directly or indirectly of
         record and beneficially free and clear of Liens at least 75% of the
         shares of the issued and outstanding capital stock of the Company;

then, and in any such event, (A) if such event is an Event of Default specified
in clause (i), (ii) or (iii) of paragraph (f) above with respect to any of the
Borrowers, automatically the Commitments to such Borrower shall immediately
terminate and the Loans made to such Borrower hereunder (with accrued interest
thereon) and all other amounts owing under this Agreement and the Notes of such
Borrower shall immediately become due and payable, and (B) if such event is any
other Event of Default, either or both of the following actions may be taken:
(i) with the consent of the Majority Banks, the Administrative Agent may, or
upon the request of the Majority Banks, the Administrative Agent shall, by
notice to the Company declare the Commitments of any or all of the Borrowers to
be terminated forthwith, whereupon such Commitments shall immediately
terminate; and (ii) with the consent of the Majority Banks, the Administrative
Agent may, or upon the request of the Majority Banks, the Administrative Agent
shall, by notice of default to the Company and the Parent, declare the Loans
hereunder made to any or all of the Borrowers (with accrued interest thereon)
and all other amounts owing by such Borrower under this Agreement and the Notes
of such Borrower to be due and payable forthwith, whereupon the same shall
immediately become due and payable. Except as expressly provided above in this
Section, presentment, demand, protest and all other notices of any kind are
hereby expressly waived.

<PAGE>



                      SECTION 11. THE ADMINISTRATIVE AGENT

                  11.1 Appointment. Each Bank hereby irrevocably designates and
appoints Chase as the Administrative Agent of such Bank under this Agreement
and the other Loan Documents, and each such Bank irrevocably authorizes Chase,
as the Administrative Agent for such Bank, to take such action on its behalf
under the provisions of this Agreement and the other Loan Documents and to
exercise such powers and perform such duties as are expressly delegated to the
Administrative Agent by the terms of this Agreement and the other Loan
Documents, together with such other powers as are reasonably incidental
thereto. Notwithstanding any provision to the contrary elsewhere in this
Agreement, the Administrative Agent shall not have any duties or
responsibilities, except those expressly set forth herein, or any fiduciary
relationship with any Bank, and no implied covenants, functions,
responsibilities, duties, obligations or liabilities shall be read into this
Agreement or any other Loan Document or otherwise exist against the
Administrative Agent.

                  11.2 Delegation of Duties. The Administrative Agent may
execute any of its duties under this Agreement and the other Loan Documents by
or through agents or attorneys-in-fact and shall be entitled to advice of
counsel concerning all matters pertaining to such duties. The Administrative
Agent shall not be responsible for the negligence or misconduct of any agents
or attorneys-in-fact selected by it with reasonable care.

                  11.3 Exculpatory Provisions. Neither the Administrative Agent
nor any of its officers, directors, employees, agents, attorneys-in-fact or
Affiliates shall be (i) liable for any action lawfully taken or omitted to be
taken by it or such Person under or in connection with this Agreement or any
other Loan Document (except for its or such Person's own gross negligence or
willful misconduct) or (ii) responsible in any manner to any of the Banks for
any recitals, statements, representations or warranties made by any Loan Party
or any officer thereof contained in this Agreement or any other Loan Document
or in any certificate, report, statement or other document referred to or
provided for in, or received by the Administrative Agent under or in connection
with, this Agreement or any other Loan Document or for the value, validity,
effectiveness, genuineness, enforceability or sufficiency of this Agreement or
the Notes or any other Loan Document or for any failure of any Loan Party to
perform its obligations hereunder or thereunder. The Administrative Agent shall
not be under any obligation to any Bank to ascertain or to inquire as to the
observance or performance of any of the agreements contained in, or conditions
of, this Agreement or any other Loan Document, or to inspect the properties,
books or records of any Loan Party.

                  11.4 Reliance by Administrative Agent. The Administrative
Agent shall be entitled to rely, and shall be fully protected in relying, upon
any note, writing, resolution, notice, consent, certificate, affidavit, letter,
cablegram, telegram, telecopy, statement, order or other document or
conversation believed by it to be genuine and correct and to have been signed,
sent or made by the proper Person or Persons and upon advice and statements of
legal counsel (including, without limitation, counsel to the Company, the
Parent or any other Borrower), independent accountants and other experts
selected by the Administrative Agent. The Administrative Agent may deem and
treat the payee of any Note as the owner thereof for all purposes unless a
written notice of assignment, negotiation or transfer thereof shall have been

<PAGE>



filed with the Administrative Agent. The Administrative Agent shall be fully
justified in failing or refusing to take any action under this Agreement or any
other Loan Document unless it shall first receive such advice or concurrence of
the Majority Banks as it deems appropriate or it shall first be indemnified to
its satisfaction by the Banks against any and all liability and expense which
may be incurred by it by reason of taking or continuing to take any such
action. The Administrative Agent shall in all cases be fully protected in
acting, or in refraining from acting, under this Agreement and the Notes and
the other Loan Documents in accordance with a request of the Majority Banks,
and such request and any action taken or failure to act pursuant thereto shall
be binding upon all the Banks and all future holders of the Notes.

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

                  11.6 Non-Reliance on Administrative Agent and Other Banks.
Each Bank expressly acknowledges that neither the Administrative Agent nor any
of its officers, directors, employees, agents, attorneys-in-fact or Affiliates
has made any representations or warranties to it and that no act by the
Administrative Agent hereinafter taken, including any review of the affairs of
the Loan Parties, shall be deemed to constitute any representation or warranty
by the Administrative Agent to any Bank. Each Bank represents to the
Administrative Agent that it has, independently and without reliance upon the
Administrative Agent or any other Bank, and based on such documents and
information as it has deemed appropriate, made its own appraisal of and
investigation into the business, operations, property, financial and other
condition and creditworthiness of the Loan Parties and made its own decision to
make its Loans hereunder and enter into this Agreement. Each Bank also
represents that it will, independently and without reliance upon the
Administrative Agent or any other Bank, and based on such documents and
information as it shall deem appropriate at the time, continue to make its own
credit analysis, appraisals and decisions in taking or not taking action under
this Agreement and the other Loan Documents, and to make such investigation as
it deems necessary to inform itself as to the business, operations, property,
financial and other condition and creditworthiness of the Loan Parties. Except
for notices, reports and other documents expressly required to be furnished to
the Banks by the Administrative Agent hereunder, the Administrative Agent shall
not have any duty or responsibility to provide any Bank with any credit or
other information concerning the business, operations, property, condition
(financial or otherwise), prospects or creditworthiness of the Loan Parties
which may come into the possession of the Administrative Agent or any of its
officers, directors, employees, agents, attorneys-in-fact or Affiliates.

<PAGE>



                  11.7 Indemnification. The Banks agree to indemnify the
Administrative Agent in its capacity as such (to the extent not reimbursed by
the Loan Parties and without limiting the obligation of the Parent, the Company
and any other Borrower to do so), ratably according to the respective amounts
of their Commitments as in effect on the date on which the claim for indemnity
by the Administrative Agent is sought, from and against any and all
liabilities, obligations, losses, damages, penalties, actions, judgments,
suits, costs, expenses or disbursements of any kind whatsoever which may at any
time (including, without limitation, at any time following the payment of the
Notes) be imposed on, incurred by or asserted against the Administrative Agent
in any way relating to or arising out of this Agreement, any of the other Loan
Documents or any documents contemplated by or referred to herein or therein or
the transactions contemplated hereby or thereby or any action taken or omitted
by the Administrative Agent under or in connection with any of the foregoing;
provided that no Bank shall be liable for the payment of any portion of such
liabilities, obligations, losses, damages, penalties, actions, judgments,
suits, costs, expenses or disbursements resulting solely from the
Administrative Agent's gross negligence or willful misconduct. The agreements
in this subsection shall survive the payment of the Notes and all other amounts
payable hereunder.

                  11.8 Administrative Agent in Its Individual Capacity. The
Administrative Agent and its Affiliates may make loans to, accept deposits from
and generally engage in any kind of business with the Parent, the Company or
any other Borrower as though the Administrative Agent were not the
Administrative Agent hereunder and under the other Loan Documents. With respect
to its Loans made or renewed by it and any Note issued to it, the
Administrative Agent shall have the same rights and powers under this Agreement
and the other Loan Documents as any Bank and may exercise the same as though it
were not the Administrative Agent, and the terms "Bank" and "Banks" shall
include the Administrative Agent in its individual capacity.

                  11.9 Successor Administrative Agent. The Administrative Agent
may resign as Administrative Agent upon 10 days' notice to the Banks. If the
Administrative Agent shall resign as Administrative Agent under this Agreement
and the other Loan Documents, then the Majority Banks shall appoint from among
the Banks a successor agent for the Banks, which successor agent shall be
approved by the Company, whereupon such successor agent shall succeed to the
rights, powers and duties of the Administrative Agent, and the term
"Administrative Agent" shall mean such successor agent effective upon its
appointment, and the former Administrative Agent's rights, powers and duties as
Administrative Agent shall be terminated, without any other or further act or
deed on the part of such former Administrative Agent or any of the parties to
this Agreement or any holders of the Notes. After any retiring Administrative
Agent's resignation as Administrative Agent, the provisions of this subsection
shall inure to its benefit as to any actions taken or omitted to be taken by it
while it was Administrative Agent under this Agreement and the other Loan
Documents.

                  11.10 Co-Agents. None of the Co-Agents shall have any rights
or obligations under this Agreement except in its capacity as a Bank hereunder.

<PAGE>



                             SECTION 12. GUARANTEES

                  12.1 Parent Guarantee. The Parent hereby unconditionally and
irrevocably guarantees to the Administrative Agent and the Banks the prompt and
complete payment and performance by each of the Borrowers when due (whether at
the stated maturity, by acceleration or otherwise) of the Obligations owing to
the Administrative Agent and the Banks by such Borrowers. This guarantee (the
"Parent Guarantee") shall remain in full force and effect until the Obligations
of each of the Borrowers are indefeasibly paid in full, notwithstanding that
from time to time prior thereto any Borrower may be free from any Obligations.
The Parent agrees that whenever, at any time, or from time to time, it shall
make any payment to the Administrative Agent or any Bank on account of its
liability under this Parent Guarantee, it will notify the Administrative Agent
and such Bank in writing that such payment is made under this Parent Guarantee
for such purpose. No payment or payments made by any Borrower or any other
Person or received or collected by the Administrative Agent or any Bank from
any Borrower or any other Person by virtue of any action or proceeding or any
offset or appropriation or application, at any time or from time to time, in
reduction of or in payment of the Obligations of such Borrower shall be deemed
to modify, reduce, release or otherwise affect the liability of the Parent
under this Parent Guarantee, which shall remain obligated under this Parent
Guarantee, notwithstanding any such payment or payments until the Obligations
are paid in full.

                  12.2 Company Guarantee. The Company hereby unconditionally
and irrevocably guarantees to the Administrative Agent and the Banks, the
prompt and complete payment and performance by each of the other Borrowers when
due (whether at the stated maturity, by acceleration or otherwise) of the
Obligations owing to the Administrative Agent and the Banks by such Borrowers.
This guarantee (the "Company Guarantee") shall remain in full force and effect
until the Obligations of each such Borrower are indefeasibly paid in full,
notwithstanding that from time to time prior thereto any such Borrower may be
free from any Obligations. The Company agrees that whenever, at any time, or
from time to time, it shall make any payment to the Administrative Agent or any
Bank on account of its liability under this Company Guarantee, it will notify
the Administrative Agent and such Bank in writing that such payment is made
under this Company Guarantee for such purpose. No payment or payments made by
any such Borrower or any other Person or received or collected by the
Administrative Agent or any Bank from any such Borrower or any other Person by
virtue of any action or proceeding or any offset or appropriation or
application, at any time or from time to time, in reduction of or in payment of
the Obligations of such Borrowers shall be deemed to modify, reduce, release or
otherwise affect the liability of the Company under this Company Guarantee,
which shall remain obligated under this Company Guarantee, notwithstanding any
such payment or payments until the Obligations of such Borrowers are paid in
full.

                  12.3 No Subrogation, Contribution, Reimbursement or
Indemnity. Notwithstanding anything to the contrary in the Parent Guarantee and
the Company Guarantee (together, the "Guarantees", each a "Guarantee"), the
Parent and the Company (together, the "Guaranteeing Parties," each a
"Guaranteeing Party") hereby irrevocably waives all rights which may have
arisen in connection with its Guarantee to be subrogated to any of the rights
(whether contractual, under the Bankruptcy Code, including Section 509 thereof,
under common law or otherwise) of the Administrative Agent or any Bank against
the Company or any other

<PAGE>



Borrowers (together, the "Guaranteed Parties", each a "Guaranteed Party") for
the payment of the Obligations. Each Guaranteeing Party hereby further
irrevocably waives all contractual, common law, statutory or other rights of
reimbursement, contribution, exoneration or indemnity (or any similar right)
from or against any Guaranteed Party or Parties or any other Person which may
have arisen in connection with its Guarantee. So long as the Obligations remain
outstanding, if any amount shall be paid by or on behalf of any Guaranteed
Party to the Guaranteeing Party on account of any of the rights waived in this
subsection, such amount shall be held by such Guaranteeing Party in trust,
segregated from other funds of such Guaranteeing Party, and shall, forthwith
upon receipt by such Guaranteeing Party, be turned over to the Administrative
Agent in the exact form received by such Guaranteeing Party (duly endorsed by
such Guaranteeing Party to the Administrative Agent, if required), to be
applied against the Obligations of such Guaranteed Party or Parties, whether
matured or unmatured, in such order as the Administrative Agent may determine.
The provisions of this subsection as they apply to each of the Guaranteeing
Parties shall survive the payment in full of the Obligations of its Guaranteed
Party or Parties.

                  12.4 Amendments, etc., with respect to the Obligations. Each
Guaranteeing Party shall remain obligated under its Guarantee notwithstanding
that, without any reservation of rights against such Guaranteeing Party, and
without notice to or further assent by such Guaranteeing Party, any demand for
payment of any of the Obligations made by the Administrative Agent or any Bank
may be rescinded by the Administrative Agent or such Bank, and any of the
Obligations continued, and the Obligations, or the liability of any other party
upon or for any part thereof, or any collateral security or guarantee therefor
or right of offset with respect thereto, may, from time to time, in whole or in
part, be renewed, extended, amended, modified, accelerated, compromised,
waived, surrendered or released by the Administrative Agent or any Bank, and
this Agreement, the Notes and the other Loan Documents may be amended,
modified, supplemented or terminated, in whole or in part, as the
Administrative Agent or the Banks (or the Majority Banks, as the case may be)
may deem advisable from time to time in accordance with the provisions of
subsection 13.1(a), and any collateral security, guarantee or right of set-off
at any time held by the Administrative Agent or any Bank for the payment of the
Obligations may be sold, exchanged, waived, surrendered or released. Neither
the Administrative Agent nor any Bank shall have any obligation to protect,
secure, perfect or insure any Lien at any time held by it as security for the
Obligations or for the obligations of any Guaranteeing Party under its
Guarantee or any property subject thereto.

                  12.5 Guarantee Absolute and Unconditional. Each Guaranteeing
Party waives any and all notice of the creation, renewal, extension or accrual
of any of the Obligations and notice of or proof of reliance by the
Administrative Agent or any Bank upon its Guarantee or acceptance of its
Guarantee; the Obligations, and any of them, shall conclusively be deemed to
have been created, contracted or incurred in reliance upon the Guarantees; and
all dealings between the Borrowers and the Parent, on the one hand, and the
Administrative Agent and the Banks, on the other, shall likewise be
conclusively presumed to have been had or consummated in reliance upon the
Guarantees. Each Guaranteeing Party waives diligence, presentment, protest,
notice of intent to accelerate, notice of acceleration, demand for payment and
notice of default or nonpayment to or upon any Guaranteed Party or such
Guaranteeing Party with respect to the Obligations. The Guarantees shall be
construed as a continuing, absolute and



<PAGE>



unconditional guarantee of payment without regard to (a) the validity or
enforceability of this Agreement, any Note, any other Loan Document, any of the
Obligations or any collateral security therefor or guarantee or right of
set-off with respect thereto at any time or from time to time held by the
Administrative Agent or any Bank, (b) any defense, offset or counterclaim
(other than a defense of payment or performance) which may at any time be
available to or be asserted by any of the Guaranteed Parties against the
Administrative Agent or any Bank or (c) any other circumstance whatsoever (with
or without notice to or knowledge of any of the Guaranteed Parties or such
Guaranteeing Party) which constitutes, or might be construed to constitute, an
equitable or legal discharge of any of the Guaranteed Parties for the
Obligations of such Guaranteed Party, or of such Guaranteeing Party under its
Guarantee, in bankruptcy or in any other instance. When the Administrative
Agent is pursuing its rights and remedies hereunder against any Guaranteeing
Party, the Administrative Agent or any Bank may, but shall be under no
obligation to, pursue such rights and remedies as it may have against its
Guaranteed Party or any other Person or against any collateral security or
guarantee for the Obligations or any right of offset with respect thereto, and
any failure by the Administrative Agent or any Bank to pursue such other rights
or remedies or to collect any payments from such Guaranteed Party or such other
Person or to realize upon any such collateral security or guarantee or to
exercise such right of offset or any release of such Guaranteed Party or such
other Person or of any such collateral security, guarantee or right of offset,
shall not relieve such Guaranteeing Party of any liability under its Guarantee,
and shall not impair or affect the rights and remedies, whether express,
implied or available as a matter of law, of the Administrative Agent and the
Banks against such Guaranteeing Party.

                  12.6 Reinstatement. Each Guarantee shall continue to be
effective, or be reinstated, as the case may be, if at any time payment, or any
part thereof, of any of the Obligations of any Guaranteed Party thereunder is
rescinded or must otherwise be restored or returned by the Administrative Agent
or any Bank upon the insolvency, bankruptcy, dissolution, liquidation or
reorganization of such Guaranteed Party or upon or as a result of the
appointment of a receiver, intervenor or conservator of, or trustee or similar
officer for, such Guaranteed Party or any substantial part of any of its
property, or otherwise, all as though such payments had not been made.

                  12.7 Payments. Each Guaranteeing Party hereby agrees that the
Obligations will be paid to the Administrative Agent for the benefit of the
Administrative Agent and the Banks, as the case may be, without set-off or
counterclaim in Dollars or Alternative Currency, as appropriate, in immediately
available funds at the office of the Administrative Agent, c/o Loan and Agency
Services Group (Clearing Account No. 144810547) located at One Chase Manhattan
Plaza, 8th Floor, New York, New York 10081.

                           SECTION 13. MISCELLANEOUS

                  13.1 Amendments and Waivers; Replacement of Banks. (a)
Neither this Agreement, any Note, any other Loan Document, nor any terms hereof
or thereof may be amended, supplemented or modified except in accordance with
the provisions of this subsection. With the written consent of the Majority
Banks, the Administrative Agent, the Parent and the

<PAGE>



Company may, from time to time, enter into written amendments, supplements or
modifications hereto and to the Notes, if any, and the other Loan Documents for
the purpose of adding any provisions to this Agreement or the Notes, if any, or
the other Loan Documents or changing in any manner the rights of the Banks, the
Parent or of the Borrowers hereunder or thereunder or waiving, on such terms
and conditions as the Administrative Agent may specify in such instrument, any
of the requirements of this Agreement or the Notes, if any, or the other Loan
Documents or any Default or Event of Default and its consequences; provided,
however, that no such waiver and no such amendment, supplement or modification
shall (i) reduce the amount or extend the maturity of any Loan or Note or any
installment thereof, or reduce the rate or extend the time of payment of
interest thereon, or reduce any fee payable to any Bank hereunder, or change
the amount of any Bank's Commitment, in each case without the consent of the
Bank affected thereby, or (ii) amend, modify or waive any provision of this
subsection or reduce the percentage specified in the definition of Majority
Banks, or consent to the assignment or transfer by the Parent or any Borrower
of any of its rights and obligations under this Agreement and the other Loan
Documents, or amend, modify or waive any provision of Section 12, in each case
without the written consent of all the Banks, or (iii) amend, modify or waive
any provision of Section 11 without the written consent of the then
Administrative Agent. Any such waiver and any such amendment, supplement or
modification shall apply equally to each of the Banks and shall be binding upon
the Parent, the Borrowers, the Banks, the Administrative Agent, all future
holders of the Notes, if any, and all future obligees under the Loans. In the
case of any waiver, the Parent, the Borrowers, the Banks and the Administrative
Agent shall be restored to their former position and rights hereunder and under
the outstanding Loans or Notes, if any, and any other Loan Documents, and any
Default or Event of Default waived shall be deemed to be cured and not
continuing; but no such waiver shall extend to any subsequent or other Default
or Event of Default, or impair any right consequent thereon.

                  (b) Notwithstanding anything to the contrary contained in
subsection 13.1(a), so long as no Default or Event of Default has occurred and
is continuing the Borrowers and the Parent shall be permitted in their
discretion (but, if any Revolving Credit Loans are then outstanding, with the
consent of the Majority Banks (which consent shall not be unreasonably
withheld)) to amend this Agreement to replace one or more Banks without the
consent of any Bank to be so replaced pursuant to this subsection 13.1(b) (a
"Replaced Bank") and to provide for (w) the termination of the Commitments of
such Replaced Bank, (x) the addition to this Agreement of one or more other
banking institutions, or an increase in the Commitments of one or more of the
other Banks (with the consent of such other Banks), so that the total
Commitments after giving effect to such amendment shall be in the same amount
as the total Commitments immediately before giving effect to such amendment,
(y) if any Loans are outstanding at the time of such amendment, the making of
such additional Loans by such new financial institutions or other Bank or
Banks, as the case may be, as may be necessary to repay in full the outstanding
Loans of such Replaced Bank together with interest thereon and all accrued fees
and indemnities with respect thereto immediately before giving effect to such
amendment and (z) such other modifications to this Agreement as may be
necessary to effect the replacement of such Replaced Bank.

                  (c) Notwithstanding anything to the contrary contained in
paragraph (a) or (b) of this subsection 13.1, if as a result of a change in any
Requirement of Law after the date hereof

<PAGE>



any Borrower or the Parent has become obligated to, or reasonably believes that
it will become obligated to pay to any Bank any increased amount pursuant to
subsection 5.11, 5.12 or 5.13, and such Bank shall not have waived payment of
such increased amounts, then the Borrowers and the Parent may, if no Default or
Event of Default has occurred and is continuing and payment of any such
increased amounts as have become due has been made or appropriately provided
for, upon five Business Days' notice to the Administrative Agent and such Bank,
amend this Agreement, without the consent of any Bank or the Administrative
Agent, to replace any one or more of the Banks to which such increased amounts
have become payable or would become payable and to provide for the matters
referred to in clauses (w), (x), (y) and (z) of subsection 13.1(b), and such
replaced Bank or Banks shall be deemed to be Replaced Banks for purposes of
such clauses.

                  13.2 Notices. All notices, requests and demands to or upon
the respective parties hereto to be effective shall be in writing (including by
telecopy), and, unless otherwise expressly provided herein, shall be deemed to
have been duly given or made on receipt, addressed as follows in the case of
the Company, the Parent and the Administrative Agent, as set forth in paragraph
5 of the Notice of Additional Borrower relating to any Borrower other than the
Company, in the case of such other Borrower, and as set forth in Schedule I in
the case of the other parties hereto, or to such other address as may be
hereafter notified by the respective parties hereto and any future holders of
the Notes, if any, or any future obligees under the Loans:

         The Company:               W. R. Grace & Co.-Conn
                                    One Town Center Road
                                    Boca Raton, Florida  33486-1010
                                    Attention:  Treasurer
                                    Telecopy:   (561) 362-1944
                                    Telephone:  (561) 362-1949

         The Parent:                W. R. Grace & Co.
                                    One Town Center Road
                                    Boca Raton, Florida  33486-1010
                                    Attention:  Treasurer
                                    Telecopy:  (561) 362-1944
                                    Telephone: (561) 362-1949

<PAGE>



         The
         Administrative
         Agent:            The Chase Manhattan Bank
                                    270 Park Avenue
                                    New York, New York  10017
                                    Attention:  Mary Elisabeth Swerz
                                    Telecopy:  (212) 270-4142
                                    Telephone: (212) 270-7939

         With a copy
         to:                        Loan and Agency Services Group
                                    One Chase Manhattan Plaza, 8th Floor
                                    New York, New York  10081
                                    Attention:  Margaret Swales
                                    Telecopy:  (212) 552-5662
                                    Telephone: (212) 552-7472

         The Arranger:     Chase Securities Inc.
                                    270 Park Avenue
                                    New York, New York  10017
                                    Attention:  Michael J. McGovern
                                    Telecopy:   (212) 270-3906
                                    Telephone:  (212) 270-1063

                  13.3 No Waiver; Cumulative Remedies. No failure to exercise
and no delay in exercising, on the part of the Administrative Agent or any
Bank, any right, remedy, power or privilege hereunder shall operate as a waiver
thereof; nor shall any single or partial exercise of any right, remedy, power
or privilege hereunder preclude any other or further exercise thereof or the
exercise of any other right, remedy, power or privilege. The rights, remedies,
powers and privileges herein provided are cumulative and not exclusive of any
rights, remedies, powers and privileges provided by law.

                  13.4 Survival of Representations and Warranties. All
representations and warranties made hereunder and in any document, certificate
or statement delivered pursuant hereto or in connection herewith shall survive
the execution and delivery of this Agreement and the Notes, if any.

                  13.5 Payment of Expenses and Taxes. The Company agrees (a) to
pay or reimburse the Administrative Agent for all its out-of-pocket costs and
expenses incurred in connection with the development, preparation and execution
of, and any amendment, supplement or modification to, this Agreement and any
Notes and the other Loan Documents and any other documents prepared in
connection herewith or therewith, and the consummation and administration of
the transactions contemplated hereby and thereby, including, without
limitation, the fees and disbursements of counsel to the Administrative Agent,
(b) to pay or reimburse each Bank and the Administrative Agent for all its
costs and expenses incurred in connection with the enforcement or preservation
of any rights under this Agreement, any Notes,

<PAGE>



the other Loan Documents and any such other documents, including, without
limitation, fees and disbursements of counsel to the Administrative Agent and
to the several Banks, and (c) to pay, indemnify, and hold each Bank and the
Administrative Agent harmless from, any and all recording and filing fees and
any and all liabilities with respect to, or resulting from any delay in paying,
stamp, excise and other transactional taxes, if any, which may be payable or
determined to be payable in connection with the execution and delivery of, or
consummation or administration of any of the transactions contemplated by, or
any amendment, supplement or modification of, or any waiver or consent under or
in respect of, this Agreement, any Notes, the other Loan Documents and any such
other documents, and (d) to pay, indemnify, and hold each Bank and the
Administrative Agent harmless from and against any and all other liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements of any kind or nature whatsoever with respect to the
execution, delivery and performance by the Loan Parties, and administration and
enforcement by the Administrative Agent and the Banks of this Agreement, any
Notes and the other Loan Documents and any such other documents (all the
foregoing, collectively, the "indemnified liabilities"), provided, that the
Company shall have no obligation hereunder to the Administrative Agent or any
Bank with respect to indemnified liabilities arising from (i) the gross
negligence or willful misconduct of the Administrative Agent or any such Bank,
(ii) legal proceedings commenced against the Administrative Agent or any such
Bank by any security holder or creditor thereof arising out of and based upon
rights afforded any such security holder or creditor solely in its capacity as
such, or (iii) legal proceedings commenced against the Administrative Agent or
any such Bank by any other Bank or by any Transferee (as defined in subsection
13.6). The agreements in this subsection shall survive repayment of the Loans
or Notes, if any, and all other amounts payable hereunder.

                  13.6 Successors and Assigns; Participations; Purchasing
Banks.

                  (a) This Agreement shall be binding upon and inure to the
benefit of the Parent, the Borrowers, the Banks, the Administrative Agent, all
future holders of the Notes, if any, all future obligees under the Loans and
their respective successors and assigns, except that neither the Parent nor any
Borrower may assign or transfer any of its rights or obligations under this
Agreement without the prior written consent of each Bank.

                  (b) Any Bank may, in the ordinary course of its commercial
banking business and in accordance with applicable law, at any time sell to one
or more banks or other entities ("Participants") participating interests in any
Loan owing to such Bank, any Note held by such Bank, any Commitments of such
Bank or any other interest of such Bank hereunder and under the other Loan
Documents. In the event of any such sale by a Bank of participating interests
to a Participant, such Bank's obligations under this Agreement to the other
parties to this Agreement shall remain unchanged, such Bank shall remain solely
responsible for the performance thereof, such Bank shall remain the holder of
any such Note, if any, and the obligee under any such Loan for all purposes
under this Agreement and the other Loan Documents, and the Parent, the
Borrowers and the Administrative Agent shall continue to deal solely and
directly with such Bank in connection with such Bank's rights and obligations
under this Agreement and the other Loan Documents. The Parent and each of the
Borrowers agrees that if amounts outstanding under this Agreement and the Loans
or the Notes, if any, are due or unpaid, or shall have been

<PAGE>



declared or shall have become due and payable upon the occurrence of an Event
of Default, each Participant shall be deemed to have the right of set-off in
respect of its participating interest in amounts owing under this Agreement and
any Loan or Note to the same extent as if the amount of its participating
interest were owing directly to it as a Bank under this Agreement or any Loan
or Note, provided that such Participant shall only be entitled to such right of
set-off if it shall have agreed in the agreement pursuant to which it shall
have acquired its participating interest to share with the Banks the proceeds
thereof as provided in subsection 13.7. The Parent and each of the Borrowers
also agrees that each Participant shall be entitled to the benefits of
subsections 5.11, 5.12, 5.13 and 13.5 with respect to its participation in the
Commitments and the Loans outstanding from time to time; provided, that no
Participant shall be entitled to receive any greater amount pursuant to such
subsections than the transferor Bank would have been entitled to receive in
respect of the amount of the participation transferred by such transferor Bank
to such Participant had no such transfer occurred.

                  (c) Any Bank may, in the ordinary course of its commercial
banking business and in accordance with applicable law, at any time sell to any
Bank or any affiliate thereof and, with the consent of the Company and upon
notice to the Administrative Agent, to one or more additional banks or
financial institutions ("Purchasing Banks") all or any part of its rights and
obligations under this Agreement and the Loans or the Notes, if any, pursuant
to a Commitment Transfer Supplement, substantially in the form of Exhibit H,
executed by such Purchasing Bank, such transferor Bank (and, in the case of a
Purchasing Bank that is not then a Bank or an affiliate thereof, by the Company
and the Administrative Agent) and delivered to the Administrative Agent for its
acceptance and recording in the Register. Upon such execution, delivery,
acceptance and recording, from and after the Transfer Effective Date determined
pursuant to such Commitment Transfer Supplement, (x) the Purchasing Bank
thereunder shall be a party hereto and, to the extent provided in such
Commitment Transfer Supplement, have the rights and obligations of a Bank
hereunder with a Commitment as set forth therein, and (y) the transferor Bank
thereunder shall, to the extent provided in such Commitment Transfer
Supplement, be released from its obligations under this Agreement (and, in the
case of a Commitment Transfer Supplement covering all or the remaining portion
of a transferor Bank's rights and obligations under this Agreement, such
transferor Bank shall cease to be a party hereto). Such Commitment Transfer
Supplement shall be deemed to amend this Agreement to the extent, and only to
the extent, necessary to reflect the addition of such Purchasing Bank and the
resulting adjustment of Commitment Percentages arising from the purchase by
such Purchasing Bank of all or a portion of the rights and obligations of such
transferor Bank under this Agreement and the Loan or the Notes, if any. On or
prior to the Transfer Effective Date determined pursuant to such Commitment
Transfer Supplement, the relevant Borrower, at its own expense, if the
Purchasing Bank so requests, shall execute and deliver to the Administrative
Agent in exchange for any surrendered Revolving Credit Note and Bid Loan Note a
new Revolving Credit Note and Bid Loan Note to the order of such Purchasing
Bank in an amount equal to the Commitment assumed by it pursuant to such
Commitment Transfer Supplement and, if the transferor Bank has retained a
Commitment hereunder, new Notes to the order of the transferor Bank in an
amount equal to the Commitment retained by it hereunder. Such new Notes shall
be dated the Closing Date and shall otherwise be in the form of the Notes
replaced thereby. Any Notes surrendered by the transferor Bank shall be
returned by the Administrative Agent to the Company marked "cancelled".

<PAGE>



                  (d) The Administrative Agent shall maintain at its address
referred to in subsection 13.2 a copy of each Commitment Transfer Supplement
delivered to it and a register (the "Register") for the recordation of the
names and addresses of the Banks and the Commitment of, and principal amount of
the Loans owing to, each Bank from time to time. The entries in the Register
shall be conclusive, in the absence of manifest error, and the Parent, the
Borrowers, the Administrative Agent and the Banks may treat each Person whose
name is recorded in the Register as the owner of the Loan recorded therein for
all purposes of this Agreement. The Register shall be available for inspection
by the Parent, the Borrowers or any Bank at any reasonable time and from time
to time upon reasonable prior notice.

                  (e) Upon its receipt of a Commitment Transfer Supplement
executed by a transferor Bank and Purchasing Bank (and, in the case of a
Purchasing Bank that is not then a Bank or an affiliate thereof, by the Company
and the Administrative Agent) together with payment to the Administrative Agent
of a registration and processing fee of $3,500, the Administrative Agent shall
(i) promptly accept such Commitment Transfer Supplement (ii) on the Transfer
Effective Date determined pursuant thereto record the information contained
therein in the Register and give notice of such acceptance and recordation to
the Banks and the Company.

                  (f) The Parent and the Borrowers authorizes each Bank to
disclose to any Participant or Purchasing Bank (each, a "Transferee") and any
prospective Transferee any and all financial information in such Bank's
possession concerning such Borrower and its affiliates which has been delivered
to such Bank by or on behalf of the Parent, the Company or such Borrower
pursuant to this Agreement or which has been delivered to such Bank by or on
behalf of the Parent, the Company or such Borrower in connection with such
Bank's credit evaluation of such Borrower and its affiliates prior to becoming
a party to this Agreement.

                  (g) If, pursuant to this subsection, any interest in this
Agreement or any Note is transferred to any Transferee which is organized under
the laws of any jurisdiction other than the United States or any state thereof,
the transferor Bank shall cause such Transferee, concurrently with the
effectiveness of such transfer, (i) to represent to the transferor Bank (for
the benefit of the transferor Bank, the Administrative Agent, the Parent and
the Borrowers) that under applicable law and treaties no taxes will be required
to be withheld by the Administrative Agent, the Parent, the Borrowers or the
transferor Bank with respect to any payments to be made to such Transferee in
respect of the Loans, (ii) to furnish to the transferor Bank (and, in the case
of any Purchasing Bank registered in the Register, the Administrative Agent,
the Parent and the Company) either U.S. Internal Revenue Service Form 4224 or
U.S. Internal Revenue Service Form 1001 (wherein such Transferee claims
entitlement to complete exemption from U.S. federal withholding tax on all
interest payments hereunder) and (iii) to agree (for the benefit of the
transferor Bank, the Administrative Agent, the Parent and the Company) to
provide the transferor Bank (and, in the case of any Purchasing Bank registered
in the Register, the Administrative Agent, the Parent and the Company) a new
Form 4224 or Form 1001 upon the expiration or obsolescence of any previously
delivered form and comparable statements in accordance with applicable U.S.
laws and regulations and amendments duly executed and completed by such
Transferee, and to comply from time to time with all applicable U.S. laws and
regulations with regard to such withholding tax exemption.

<PAGE>



                  (h) Nothing herein shall prohibit any Bank from pledging or
assigning any Note to any Federal Reserve Bank in accordance with applicable
law.

                  13.7  Adjustments; Set-off.

                  (a) If any Bank (a "benefitted Bank") shall at any time
receive any payment of all or part of its Revolving Credit Loans, or interest
thereon, or receive any collateral in respect thereof (whether voluntarily or
involuntarily, by set-off, pursuant to events or proceedings of the nature
referred to in Section 10(f), or otherwise), in a greater proportion than any
such payment to or collateral received by any other Bank, if any, in respect of
such other Bank's Revolving Credit Loans, or interest thereon, such benefitted
Bank shall purchase for cash from the other Banks such portion of each such
other Bank's Loan, or shall provide such other Banks with the benefits of any
such collateral, or the proceeds thereof, as shall be necessary to cause such
benefitted Bank to share the excess payment or benefits of such collateral or
proceeds ratably with each of the Banks; provided, however, that if all or any
portion of such excess payment or benefits is thereafter recovered from such
benefitted Bank, such purchase shall be rescinded, and the purchase price and
benefits returned, to the extent of such recovery, but without interest. Each
Borrower agrees that each Bank so purchasing a portion of another Bank's Loan
may exercise all rights of payment (including, without limitation, rights of
set-off) with respect to such portion as fully as if such Bank were the direct
holder of such portion.

                  (b) In addition to any rights and remedies of the Banks
provided by law, each Bank shall have the right, without prior notice to the
Parent and the Borrowers, any such notice being expressly waived by the Parent
and the Borrowers, to the extent permitted by applicable law, upon any amount
not being paid when due and payable by any Borrower hereunder or under the
Notes (whether at the stated maturity, by acceleration or otherwise) to set-off
and appropriate and apply against such amount any and all deposits (general or
special, time or demand, provisional or final), in any currency, and any other
credits, indebtedness or claims, in any currency, in each case whether direct
or indirect, absolute or contingent, matured or unmatured, at any time held or
owing by such Bank or any branch or agency thereof to or for the credit or the
account of the Parent or such Borrower. Each Bank agrees promptly to notify the
Parent, the Borrowers and the Administrative Agent after any such set-off and
application made by such Bank, provided that the failure to give such notice
shall not affect the validity of such set-off and application.

                  13.8 Counterparts. This Agreement may be executed by one or
more of the parties to this Agreement on any number of separate counterparts,
and all of said counterparts taken together shall be deemed to constitute one
and the same instrument. A set of the copies of this Agreement signed by all
the parties shall be lodged with the Parent, the Company and the Administrative
Agent.

                  13.9 Severability. Any provision of this Agreement which is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.

<PAGE>



                  13.10 Integration. This Agreement represents the agreement of
the Parent, each Borrower, the Administrative Agent and the Banks with respect
to the subject matter hereof, and there are no promises, undertakings,
representations or warranties by the Administrative Agent or any Bank relative
to subject matter hereof not expressly set forth or referred to herein, in the
other Loan Documents or in any documentation entered into pursuant to
subsection 3.1(b).

                  13.11 GOVERNING LAW. THIS AGREEMENT (INCLUDING SECTION 12)
AND THE NOTES AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS
AGREEMENT AND THE NOTES SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN
ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

                  13.12 Submission to Jurisdiction; Waivers. (a) The Parent,
each Borrower, the Administrative Agent and the Banks hereby irrevocably and
unconditionally:

                         (i) submits for itself and its property in any legal
         action or proceeding relating to this Agreement and the other Loan
         Documents to which it is a party, or for recognition and enforcement
         of any judgment in respect thereof, to the non-exclusive general
         jurisdiction of the Courts of the State of New York sitting in New
         York County, the courts of the United States of America for the
         Southern District of New York, and the appellate courts from any
         thereof;

                        (ii) consents that any such action or proceeding may be
         brought in such courts and waives any objection that it may now or
         hereafter have to the venue of any such action or proceeding in any
         such court or that such action or proceeding was brought in an
         inconvenient court and agrees not to plead or claim the same;

                       (iii) agrees that service of process in any such action
         or proceeding may be effected by mailing a copy thereof by registered
         or certified mail (or any substantially similar form of mail), postage
         prepaid, to the Parent or such Borrower at its address set forth in
         subsection 13.2 or, with respect to Borrowers other than the Company,
         the Notice of Additional Borrower relating to such Borrower or at such
         other address of which the Administrative Agent shall have been
         notified pursuant thereto;

                        (iv) agrees that nothing herein shall affect the right
         to effect service of process in any other manner permitted by law or
         shall limit the right to sue in any other jurisdiction; and

                         (v) waives, to the maximum extent not prohibited by
         law, any right it may have to claim or recover in any legal action or
         proceeding referred to in this subsection any special, exemplary,
         punitive or consequential damages.

                  (b) Each Borrower other than the Company hereby appoints and
empowers the Parent and the Company, 1114 Avenue of the Americas, New York, New
York 10036-7794, Attention: Treasurer, as its authorized agent (the "Process
Administrative Agent") to receive on behalf of such Borrower service of any and
all process and documents in any such legal action or

<PAGE>



proceeding brought in a New York state or federal court sitting in New York
City. It is understood that a copy of such process served on the Process
Administrative Agent will be promptly hand delivered or mailed (by registered
or certified airmail if available), postage prepaid, to such Borrower at its
address set forth in paragraph 5 of such Borrower's Notice of Additional
Borrower, but the failure of such Borrower to receive such copy shall not
affect in any way the service of such process on the Process Administrative
Agent. If the Process Administrative Agent shall refuse or be prevented from
acting as agent, notice thereof shall immediately be given by such Borrowers to
the Administrative Agent by registered or certified airmail (if available),
postage prepaid, and such Borrowers agree promptly to designate another agent
in New York City, satisfactory to the Administrative Agent, to serve in place
of the Process Administrative Agent and deliver to the Administrative Agent
written evidence of such substitute agent's acceptance of such designation.

                  13.13 Acknowledgments. The Parent, each Borrower, the
Administrative Agent and the Banks hereby acknowledge that:

                  (a) it has been advised by counsel in the negotiation,
         execution and delivery of this Agreement and the Notes and the other
         Loan Documents;

                  (b) neither the Administrative Agent nor any Bank has any
         fiduciary relationship with or duty to the Parent or such Borrower, as
         the case may be, arising out of or in connection with this Agreement
         or any of the other Loan Documents, and the relationship between
         Administrative Agent and Banks, on one hand, and the Parent and the
         Borrowers, on the other hand, in connection herewith or therewith is
         solely that of debtor and creditor; and

                  (c) as to any matter relating to any Loan Documents, no joint
         venture exists among the Banks or among the Parent, the Borrowers and
         the Banks.

                  13.14 WAIVERS OF JURY TRIAL. THE PARENT, THE BORROWERS, THE
ADMINISTRATIVE AGENT AND THE BANKS HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE
TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR
THE NOTES OR ANY OTHER LOAN DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.

                  13.15 Additional Borrowers. (a) Any Subsidiary of the Company
shall have the right to become a "Borrower" hereunder, and to borrow hereunder
subject to the terms and conditions hereof applicable to a Borrower and to the
following additional conditions:

                         (i) the Company shall deliver a notice in
         substantially the form of Exhibit I hereto (a "Notice of Additional
         Borrower") signed by such Subsidiary and countersigned by the Parent
         and the Company to the Administrative Agent and the Banks stating that
         such Subsidiary desires to become a "Borrower" under this Agreement
         and agrees to be bound by the terms hereof. From the time of receipt
         of such Notice of Additional Borrower by the Administrative Agent and
         the Banks and subject to the satisfaction of each condition precedent
         contained in such Notice of Additional Borrower, such

<PAGE>



         Subsidiary shall be a "Borrower" hereunder with all of the rights and
         obligations of a Borrower hereunder; provided, however, that the
         Company may revoke a Notice of Additional Borrower with respect to any
         Subsidiary (other than the Company) upon five Business Days' written
         notice to the Administrative Agent, so long as such Borrower has no
         Obligations outstanding. No Notice of Additional Borrower relating to
         a Subsidiary may be revoked as to amounts owed by such Subsidiary to
         the Banks under this Agreement or any Notes or when an irrevocable
         notice pursuant to subsection 2.3, or a notice of acceptance pursuant
         to subsection 3.1 or 4.2, has been given by such Subsidiary as a
         Borrower and is effective;

                        (ii) if such Subsidiary is a Foreign Subsidiary, if
         reasonably requested by the Majority Banks, such Notice of Additional
         Borrower shall be accompanied by an opinion of counsel for such
         Subsidiary as specified in paragraph 4(a)(ii) of such Notice of
         Additional Borrower;

                       (iii) and the other conditions set forth in such Notice
         of Additional Borrower shall have been satisfied (including the
         representations and warranties contained therein being true and
         correct as of the date thereof).

                  (b) Promptly, upon receipt of any Notice of Additional
Borrower by the Administrative Agent, the Administrative Agent shall notify
each Bank thereof, and shall deliver to each Bank copies of each document
delivered to the Administrative Agent pursuant to such Notice of Additional
Borrower.

<PAGE>



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

                                        W. R. GRACE & CO.-CONN.


                                        By: 
                                            -----------------------------------
                                            Title:



                                        W. R. GRACE & CO.

 
                                        By: 
                                            -----------------------------------
                                            Title:

                                        THE CHASE MANHATTAN BANK, as 
                                        Administrative Agent and as a Bank


                                        By: 
                                            -----------------------------------
                                            Title:



                                        CHASE SECURITIES INC., as Arranger


                                        By: 
                                            -----------------------------------
                                            Title:


<PAGE>


                                        FIRST UNION NATIONAL BANK OF
                                        FLORIDA


                                        By: 
                                            -----------------------------------
                                            Title:


                                        BANK OF AMERICA NATIONAL
                                        TRUST AND SAVINGS ASSOCIATION


                                        By: 
                                            -----------------------------------
                                            Title:


                                        NATIONSBANK, N.A.


                                        By: 
                                            -----------------------------------
                                            Title:


                                        ABN AMRO BANK N.V.


                                        By: 
                                            -----------------------------------
                                            Title:


                                        By: 
                                            -----------------------------------
                                            Title:


                                        THE BANK OF NEW YORK


                                        By: 
                                            -----------------------------------
                                            Title:

<PAGE>



                                        THE BANK OF NOVA SCOTIA


                                        By: 
                                            -----------------------------------
                                            Title:


                                        BARCLAYS BANK PLC


                                        By: 
                                            -----------------------------------
                                            Title:



                                        CITIBANK, N.A.


                                        By: 
                                            -----------------------------------
                                            Title:


                                        CREDIT SUISSE FIRST BOSTON


                                        By: 
                                            -----------------------------------
                                            Title:


                                        By: 
                                            -----------------------------------
                                            Title:


                                        DRESDNER BANK AG, NEW YORK
                                        AND GRAND CAYMAN BRANCHES


                                        By: 
                                            -----------------------------------
                                            Title:


                                        By: 
                                            -----------------------------------
                                            Title:

<PAGE>





                                        MORGAN GUARANTY TRUST 
                                        COMPANY OF NEW YORK


                                        By: 
                                            -----------------------------------
                                            Title:

                                        COMMERZBANK AG, ATLANTA
                                        AGENCY


                                        By: 
                                            -----------------------------------
                                        By: Harry P. Yergey
                                            Title:  SVP & Manager


                                        By: 
                                            -----------------------------------
                                        By: Brian J. Campbell
                                            Title:  VP

                                        CREDIT LYONNAIS ATLANTA
                                        AGENCY


                                        By: 
                                            -----------------------------------
                                            Title:



                                        MARINE MIDLAND BANK



                                        By: 
                                            -----------------------------------
                                            Title:

<PAGE>



                                        NORTHERN TRUST COMPANY
                                        (CHICAGO)


                                        By: 
                                            -----------------------------------
                                            Title:



                                        WACHOVIA BANK (ATLANTA)


                                        By: 
                                            -----------------------------------
                                            Title:


<PAGE>

<TABLE>
<CAPTION>

<S>                                                         <C>           
                                                               SCHEDULE I

                                  Commitments
---------------------------------------------

BANK                                                           COMMITMENT
----                                                           ----------

The Chase Manhattan Bank                                    $21,470,588.24

First Union National Bank of Florida                        $21,470,588.24

NationsBank, N.A.                                           $21,470,588.24

Bank of America National

  Trust and Savings Assoc.                                  $21,470,588.24

ABN AMRO Bank N.V., New York Branch                         $14,705,882.35

The Bank of New York                                        $14,705,882.35

The Bank of Nova Scotia                                     $14,705,882.35

Barclays Bank PLC                                           $14,705,882.35

Citibank, N.A.                                              $14,705,882.35

Credit Suisse First Boston                                  $14,705,882.35

Dresdner Bank AG, New York and

  Grand Cayman Branches                                     $14,705,882.35

Morgan Guaranty Trust Company

  of New York                                               $14,705,882.35

Commerzbank AG, Atlanta Agency                              $10,588,235.29

Credit Lyonnais Atlanta Agency                              $10,588,235.29

Marine Midland Bank                                         $10,588,235.29

Northern Trust Company (Chicago)                             $7,352,941.18

Wachovia Bank (Atlanta)                                      $7,352,941.18

TOTAL                                                         $250,000,000
                                                              ============
</TABLE>
                                       i