<PAGE>








                                 $300,000,000


            FOURTH AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT

                         Dated as of December 16, 1996

                                     Among

                           MARVEL IV HOLDINGS INC.,
                      (to be renamed MAFCO FINANCE CORP.)

                                 as Borrower,

                        THE FINANCIAL INSTITUTIONS AND
                    THE INITIAL ISSUING BANK NAMED HEREIN,

                         as Financial Institutions and
                             Initial Issuing Bank,

                                CITIBANK, N.A.,

                as Administrative Agent and Collateral Agent ,

                      THE FIRST NATIONAL BANK OF BOSTON,

                            as Documentation Agent,

                            CHASE SECURITIES, INC.,

                             as Syndication Agent,

                                      and

                           BANK OF AMERICA ILLINOIS,
                        ING (U.S.) CAPITAL CORPORATION,
                     SALOMON BROTHERS HOLDING COMPANY INC,
                             THE BANK OF NEW YORK,
                            THE FUJI BANK, LIMITED

                              as Managing Agents



<PAGE>




                               TABLE OF CONTENTS


	 Section                                                        Page

                                   ARTICLE I

                       DEFINITIONS AND ACCOUNTING TERMS

         SECTION 1.01.  Certain Defined Terms...........................  3
         SECTION 1.02.  Computation of Time Periods..................... 40
         SECTION 1.03.  Accounting Terms................................ 40

                                  ARTICLE II

                       AMOUNTS AND TERMS OF THE ADVANCES
                           AND THE LETTERS OF CREDIT

         SECTION 2.01.  The Advances.................................... 40
         SECTION 2.02.  Making the Advances............................. 42
         SECTION 2.03.  Issuance of and Drawings and Reimbursement
                          Under Letters of Credit....................... 44
         SECTION 2.04.  Repayment....................................... 46
         SECTION 2.05.  Termination or Reduction of the Commitments..... 47
         SECTION 2.06.  Prepayments..................................... 52
         SECTION 2.07.  Interest........................................ 55
         SECTION 2.08.  Interest Rate Determination..................... 55
         SECTION 2.09.  Fees ........................................... 56
         SECTION 2.10.  Increased Costs; Illegality..................... 57
         SECTION 2.11.  Conversion of Advances.......................... 59
         SECTION 2.12.  Payments and Computations....................... 60
         SECTION 2.13.  Taxes   ........................................ 61
         SECTION 2.14.  Sharing of Payments, Etc........................ 64
         SECTION 2.15.  Removal of Lender............................... 64
         SECTION 2.16.  Defaulting Lender............................... 65

                                  ARTICLE III

                             CONDITIONS OF LENDING

         SECTION 3.01.  Conditions Precedent to Effective Date.......... 68
         SECTION 3.02.  Conditions Precedent to Each Borrowing
                          and Issuance.................................. 76
         SECTION 3.03.  Determinations Under Section 3.01............... 77

                                  ARTICLE IV



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                                      ii

                                                                         Page



                        REPRESENTATIONS AND WARRANTIES

         SECTION 4.01.  Representations and Warranties of the Borrower... 77
         SECTION 4.02.  Representations and Warranties Applicable
                          to Marvel...................................... 82

                                   ARTICLE V

                           COVENANTS OF THE BORROWER

         SECTION 5.01.  Affirmative Covenants............................ 82
                                (a)    Compliance with Laws, Etc......... 82
                                (b)    Compliance with Environmental
                                         Laws............................ 82
                                (c)    Maintenance of Insurance.......... 83
                                (d)    Preservation of Corporate
                                         Existence, Etc.................. 83
                                (e)    Visitation Rights................. 83
                                (f)    Keeping of Books.................. 83
                                (g)    Maintenance of Properties, Etc.... 83
                                (h)    Termination of Financing
                                         Statements...................... 84
                                (i)    Collateral Account................ 84
                                (j)    Reporting Requirements............ 84
                                (k)    Look-Forward Certificate.......... 87
                                (l)    Transactions with Affiliates...... 88
                                (m)    Use of Proceeds................... 88
                                (n)    Mafco Tax Group................... 89
                                (o)    Net Cash Proceeds................. 89
                                (p)    LYONS Utilization................. 89
         SECTION 5.02.   Negative Covenants.............................. 89
                                (a)    Liens, Etc........................ 89
                                (b)    Lease Obligations................. 90
                                (c)    Mergers, Etc...................... 90
                                (d)    Sales, Etc. of Assets............. 90
                                (e)    Dividends, Repurchases, Etc....... 90
                                (f)    Investments....................... 91
                                (g)    Change in Nature of Business...... 91
                                (h)    Accounting Changes................ 91
                                (i)    Debt.............................. 91
                                (j)    Charter Amendments................ 92
                                (k)    Prepayments, Etc. of Debt......... 92
                                (l)    Negative Pledge................... 92
                                (m)    Partnerships...................... 92
                                (n)    Capital Expenditures.............. 92
                                (o)    Issuance of Capital Stock......... 92


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                                      iii

                                                                          Page


                                (p)    Payment Restrictions................ 92

                                  ARTICLE VI

                               EVENTS OF DEFAULT

         SECTION 6.01.  Events of Default.................................. 93
         SECTION 6.02.  Actions in Respect of the Letters of Credit
                          upon Event of Default............................ 98

                                  ARTICLE VII

               THE ADMINISTRATIVE AGENT AND THE COLLATERAL AGENT

         SECTION 7.01.  Authorization and Action........................... 99
         SECTION 7.02.  Administrative Agent's and Collateral Agent's
                          Reliance, Etc.................................... 99
         SECTION 7.03.  Citibank and Affiliates............................100
         SECTION 7.04.  Lender Party Credit Decision.......................100
         SECTION 7.05.  Indemnification....................................100
         SECTION 7.06.  Successor Administrative Agent and
                          Collateral Agent.................................102

                                 ARTICLE VIII

                                 MISCELLANEOUS

         SECTION 8.01.  Amendments, Etc....................................103
         SECTION 8.02.  Notices, Etc.......................................104
         SECTION 8.03.  No Waiver; Remedies................................104
         SECTION 8.04.  Costs; Expenses....................................105
         SECTION 8.05.  Right of Set-off...................................106
         SECTION 8.06.  Binding Effect.....................................107
         SECTION 8.07.  Assignments and Participations.....................107
         SECTION 8.08.  Governing Law; Submission to Jurisdiction..........110
         SECTION 8.09.  Execution in Counterparts..........................111
         SECTION 8.10.  No Liability of the Issuing Bank...................111
         SECTION 8.11.  WAIVER OF JURY TRIAL...............................112


<PAGE>


                                      iv

Schedule I        -   List of Existing Advances, Advances, Commitments and
                      Lending Offices

Schedule II       -   Borrower Information

Schedule III      -   List of Existing Debt

Schedule IV       -   List of Investments

Schedule V        -   List of Existing Liens

Schedule VI       -   Calculation of Defeased Debt Amount

Schedule VII      -   List of Debt for the Definition of Net Cash Proceeds

Exhibit A-1       -   Form of Tranche A Revolving Credit Note

Exhibit A-2       -   Form of Tranche B Revolving Credit Note

Exhibit B         -   Form of Assignment and Acceptance

Exhibit C         -   Form of Notice of Borrowing

Exhibit D-1       -   Form of Mafco Security Agreement

Exhibit D-2       -   Form of Borrower Security Agreement

Exhibit D-3       -   Form of Borrower Parent Security Agreement

Exhibit E-1       -   Form of Mafco Guaranty

Exhibit E-2       -   Form of Borrower Parent Guaranty

Exhibit E-3       -   Form of C&F Guaranty

Exhibit E-4       -   Form of Cigar Guaranty

Exhibit E-5       -   Form of Coleman Guaranty

Exhibit E-6       -   Form of Flavors Guaranty

Exhibit E-7       -   Form of New World Guaranty

Exhibit E-8       -   Form of Revlon Guaranty




<PAGE>


                                       v

Exhibit F-1       -   Form of C&F Pledge Agreement

Exhibit F-2       -   Form of Cigar Pledge Agreement

Exhibit F-3       -   Form of Coleman Pledge Agreement

Exhibit F-4       -   Form of Coleman Worldwide Pledge Agreement

Exhibit F-5       -   Form of Flavors Pledge Agreement

Exhibit F-6       -   Form of Four Star Pledge Agreement

Exhibit F-7       -   Form of Mafco Pledge Agreement

Exhibit F-8       -   Form of M&F Pledge Agreement

Exhibit F-9       -   Form of New Coleman Pledge Agreement

Exhibit F-10      -   Form of New World Pledge Agreement

Exhibit F-11      -   Form of Second Andrews Pledge Agreement

Exhibit F-12      -   Form of Revlon Pledge Agreement

Exhibit G         -   Form of Equity Contribution Agreement

Exhibit H         -   Form of First Gibraltor Loan

Exhibit I         -   Form of Confidentiality Letter



<PAGE>



            FOURTH AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT


                  FOURTH AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT dated
as of December 16, 1996 among MARVEL IV HOLDINGS INC., a Delaware corporation
(to be renamed MAFCO FINANCE CORP.) (the "Borrower"), the banks, financial 
institutions and other institutional lenders (the "Financial Institutions") 
listed on the signature pages hereof, the Initial Issuing Bank (as hereinafter 
defined), CITIBANK, N.A. ("Citibank"), as administrative agent (together 
with any successor appointed pursuant to Article VII, the "Administrative 
Agent") for the Lender Parties (as hereinafter defined) hereunder, THE 
FIRST NATIONAL BANK OF BOSTON, as documentation agent (the "Documentation 
Agent") for the Lender Parties hereunder, CHASE SECURITIES, INC, as 
syndication agent (the "Syndication Agent"), BANK OF AMERICA ILLINOIS, INC 
(U.S.) CAPITAL CORPORATION, SALOMON BROTHERS HOLDING COMPANY INC, and THE
FUJI BANK, LIMITED, as managing agents (the "Managing Agents"; together with
the Administrative Agent, the Documentation Agent and the Syndication Agent,
the "Agents") for the Lender Parties hereunder and Citibank, as collateral
agent (together with any successor appointed pursuant to Article VII, the
"Collateral Agent") for the Lender Parties hereunder and the Term Credit
Agreement Lenders (as hereinafter defined).

                            PRELIMINARY STATEMENTS

                  (1) In connection with the purchase of certain assets and
the assumption of certain liabilities (the "Original Transaction") of First
Nationwide Bank, A Federal Savings Bank, by First Madison Bank, F.S.B. (now
known as First Nationwide Bank), an indirect Subsidiary (as hereinafter
defined) of Mafco Holdings Inc., a Delaware corporation ("Mafco"), the
Borrower entered into a Credit Agreement dated as of July 20, 1994, as amended
by the First Amendment dated as of March 10, 1995 (said agreement, as so
amended, being the "Original Credit Agreement"), with the financial
institutions and other institutional lenders party thereto (the "Original
Lenders") and Citibank, as agent for the Original Lenders.

                  (2) Pursuant to the Original Credit Agreement, the Borrower
requested that the Original Lenders make advances to it, in an aggregate
principal amount of up to $240,000,000, on the terms and conditions set forth
therein.

                  (3) Subsequently, the Borrower entered into an Amended and
Restated Credit Agreement dated as of June 29, 1995, as amended by the First
Amendment dated as of October 27, 1995 (said agreement, as so amended, being
the "Second Credit Agreement"), with the financial institutions and other
institutional lenders thereto and Citibank, as agent for such financial
institutions and other institutional lenders.

                  (4) Pursuant to the Second Credit Agreement, the Borrower
requested that the financial institutions and other institutional lenders
party thereto make advances to it in an



<PAGE>


                                   2

aggregate principal amount of up to $350,000,000, on the terms and conditions
set forth therein.

                  (5) Subsequently, the Borrower entered into a Second Amended
and Restated Credit Agreement dated as of December 15, 1995, as amended by the
First Amendment dated as of January 9, 1996, the Second Amendment dated as of
January 24, 1996 and the Third Amendment dated as of April 9, 1996 (said
agreement, as so amended, being the "Third Credit Agreement"), with the
financial institutions and other institutional lenders party thereto (the
"Third Lenders") and Citibank, as agent for the Third Lenders.

                  (6) Pursuant to the Third Credit Agreement, the Borrower
requested that the Third Lenders make advances to it in an aggregate principal
amount of up to $430,000,000, on the terms and conditions set forth therein.

                  (7) Subsequently, the Borrower entered into a Third Amended
and Restated Credit Agreement dated as of June 3, 1996, as amended by the
First Amendment dated as of September 9, 1996 and the Second Amendment dated
as of October 9, 1996 (said agreement, as so amended, being the "Existing
Credit Agreement"), with the financial institutions and other institutional
lenders party thereto (the "Existing Lenders") and Citibank, as agent for the
Existing Lenders.

                  (8) Pursuant to the Existing Credit Agreement, the Borrower
requested that the Existing Lenders make advances to it in an aggregate
principal amount of up to $250,000,000, on the terms and conditions set forth
therein.

                  (9) The Borrower has requested that the Financial
Institutions hereunder enter into this Agreement to amend and restate the
Existing Credit Agreement and to lend to the Borrower and issue Letters of
Credit for the benefit of the Borrower from time to time in an aggregate
principal amount of up to $300,000,000. The Financial Institutions hereunder
have indicated their willingness to amend and restate the Existing Credit
Agreement and to provide such additional financing on the terms and conditions
of this Agreement.

                  (10) Concurrently with entering into this Agreement, the
Borrower is entering into a Term Credit Agreement dated as of the date hereof
(as it may hereafter be amended or otherwise modified from time to time, the
"Term Credit Agreement") with the banks, financial institutions and other
institutional lenders party thereto (the "Term Credit Agreement Lenders"),
Citibank, as administrative agent (in such capacity, the "Term Administrative
Agent"), NationsBanc Capital Markets, Inc., as documentation agent (in such
capacity, the "Term Documentation Agent"), Credit Suisse, as syndication agent
(in such capacity, the "Term Syndication Agent"), the managing agents party
thereto (the "Term Managing Agents"; together with the Term Administrative
Agent, the Term Documentation Agent and the Term Syndication Agent, the "Term
Agents") and the Collateral Agent.

<PAGE>


                                       3


                  NOW, THEREFORE, in consideration of the premises and the
mutual covenants and agreements contained herein, the parties hereto hereby
agree that, subject to the satisfaction of the conditions set forth in Section
3.01, the Existing Credit Agreement is amended and restated in its entirety to
read as follows:


                                   ARTICLE I

                       DEFINITIONS AND ACCOUNTING TERMS

                  SECTION 1.01. Certain Defined Terms. As used in this
Agreement, the following terms shall have the following meanings (such
meanings to be equally applicable to both the singular and plural forms of the
terms defined):

                  "A Company" means (i) each Loan Party, FN Parent, FN
Holdings, Coleman Holdings Inc., Coleman Worldwide and NWCG Holdings and (ii)
on and after the Revlon Inclusion Date, National Health Care Group Inc.,
Revlon Holdings Inc. and Revlon Worldwide Corporation; provided, however, that
on and after (i) the consummation of the New World Acquisition, NWCG Holdings
shall no longer be a "A Company" and (ii) the date of sale, monetization or
other disposal by Mafco or any of its Subsidiaries of all of the News Corp.
Preferred ADRs, New World Guarantor shall no longer be an "A Company".

                  "Administrative Agent" has the meaning specified in the
recital of parties to this Agreement.

                  "Administrative Agent's Account" means the account of the
Administrative Agent maintained by the Administrative Agent with Citibank at
399 Park Avenue, New York, New York 10043, Account No. 3685-2248.

                  "Advance" means a Tranche A Revolving Credit Advance, a
Tranche B Revolving Credit Advance or a Letter of Credit Advance.

                  "Affiliate" means, as to any Person, any other Person that,
directly or indirectly, controls, is controlled by or is under common control
with such Person or is a director or officer of such Person. For purposes of
this definition, the term "control" (including the terms "controlling",
"controlled by" and "under common control with") of a Person means the
possession, direct or indirect, of the power to vote 5% or more of the Voting
Stock of such Person or to direct or cause direction of the management and
policies of such Person, whether through the ownership of Voting Stock, by
contract or otherwise.

                  "Agents" has the meaning specified in the recital of parties
to this Agreement.



<PAGE>


                                       4

                  "Andrews" means Andrews Group Incorporated, a Delaware
corporation.

                  "Applicable Lending Office" means, with respect to each
Lender Party, such Lender Party's Domestic Lending Office in the case of a
Base Rate Advance and such Lender Party's Eurodollar Lending Office in the
case of a Eurodollar Rate Advance.

                  "Applicable Margin" means, at any time, 2.50% per annum for
Base Rate Advances and 4.50% per annum for Eurodollar Rate Advances.

                  "Appropriate Lender" means, at any time, with respect to (a)
any of the Tranche A Revolving Credit Facilities or Tranche B Revolving Credit
Facilities, a Lender that has a Commitment with respect to such Facility at
such time and (b) the Letter of Credit Facility, (i) the Issuing Bank and (ii)
if the other Tranche A Revolving Credit Lenders have made Letter of Credit
Advances pursuant to Section 2.03(c) that are outstanding at such time, each
such other Tranche A Revolving Credit Lender.

                  "Asset Sale" means the sale, lease, transfer or other
disposition (collectively, a "disposition") of assets of Mafco or any of its
Subsidiaries other than a disposition of any of the following:

                           (i)      all or any portion of the capital stock of
                  Laboratory Corporation of America Holdings, or Meridian
                  Sports Incorporated,

                           (ii)     all or any portion of the capital stock or
                  assets of the Bank or any of its Subsidiaries,

                           (iii) all or any portion of the real property
                  located at 1440 South Sepulveda, Los Angeles, California in
                  connection with the New World Acquisition,

                           (iv) from and after the later to occur of (A) the
                  Tranche B Termination Date and (B) the Term Credit Agreement
                  Termination Date, all or any portion of the capital stock or
                  assets of Marvel III Holdings Inc., Marvel (Parent) Holdings
                  Inc., Marvel Holdings Inc. and Marvel (or any of its
                  Subsidiaries), and

                           (v) any asset of Ropa Two Corporation so long as
                  the Net Cash Proceeds from any disposition of an asset of
                  Ropa Two Corporation shall be reinvested, within twelve
                  months following the date of such disposition, in the
                  business of Ropa Two Corporation or any of its Subsidiaries;

                  provided, however, that

<PAGE>


                                       5


                           (a) a disposition of assets of (x) a Designated
                  Operating Company or any of its Subsidiaries, (y) Meridian
                  Sports Incorporated or any of its Subsidiaries or (z) Marvel
                  or any of its Subsidiaries prior to and following the Marvel
                  Inclusion Period shall, in each case, only be considered an
                  Asset Sale for purposes of this Agreement to the extent, and
                  only to the extent, that all or a portion of the proceeds of
                  such disposition are received by any of Mafco or any of its
                  Subsidiaries (other than (i) a Designated Operating Company
                  or any of its Subsidiaries, (ii) Meridian Sports
                  Incorporated or any of its Subsidiaries or (iii) Marvel or
                  any of its Subsidiaries prior to and following the Marvel
                  Inclusion Period, as the case may be) through a dividend,
                  distribution, loan, advance or other similar payment,

                           (b) subject to the other clauses of this proviso,
                  so long as the Revlon Holdings Statement is true and correct
                  both before and after giving effect to such disposition, a
                  disposition of assets of Revlon Holdings Inc. or any of its
                  Subsidiaries shall only be considered an Asset Sale for
                  purposes of this Agreement to the extent, and only to the
                  extent, that all or a portion of the proceeds of such
                  disposition are received by any of Mafco or any of its
                  Subsidiaries (other than Revlon Holdings Inc. or any of its
                  Subsidiaries) through a dividend, distribution, loan,
                  advance or other similar payment,

                           (c) notwithstanding clause (b) of this proviso, a
                  disposition of all or any portion of the capital stock of
                  Revlon Worldwide Corporation, National Health Care Group,
                  Inc. or Charles of the Ritz Group Ltd. (but in the case of
                  Charles of the Ritz Group Ltd., only if it owns any of the
                  capital stock of Revlon Worldwide Corporation at the time of
                  such disposition) shall be considered an Asset Sale for
                  purposes of this Agreement,

                           (d) notwithstanding clause (b) of this proviso, a
                  disposition of any asset (other than assets specifically
                  excluded from this definition of "Asset Sale") of National
                  Health Care Group, Inc. or any of its Subsidiaries (other
                  than (i) prior to the Revlon Inclusion Date, Revlon
                  Worldwide and its Subsidiaries and (ii) from and after the
                  Revlon Inclusion Date, Revlon and its Subsidiaries) shall be
                  considered an Asset Sale for purposes of this Agreement; and

                           (e) notwithstanding clause (b) of this proviso,
                  prior to the Revlon Inclusion Date, a disposition of assets
                  by Revlon Worldwide or any of its Subsidiaries shall not be
                  considered an Asset Sale for purposes of this Agreement.




<PAGE>


                                       6

                  "Asset Sale Threshold" means the receipt on and after the
Effective Date by Mafco and its Subsidiaries of aggregate Net Cash Proceeds
from Asset Sales in an amount equal to $1 billion; provided, however, that the
Net Cash Proceeds from any Asset Sale which are applied pursuant to Section
2.05(b)(iv) or Section 2.06(b)(iii) shall not be included in the calculation
of the "Asset Sale Threshold".

                  "Assignment and Acceptance" means an assignment and
acceptance entered into by a Lender Party and an assignee of such Lender
Party, and accepted by the Administrative Agent, in substantially the form of
Exhibit B hereto.

                  "Available Amount" of any Letter of Credit means, at any
time, the maximum amount available to be drawn under such Letter of Credit at
such time (assuming compliance at such time with all conditions to drawing).

                  "Bank" means First Nationwide Bank, A Federal Savings Bank,
and any successor thereto, including the surviving bank of the merger of the
Bank with and into California Federal.

                  "Bank Preferred Stock Document" means the Federal Stock
Charter of First Madison Bank, FSB, as supplemented by the First Supplementary
Section to Section 5 of the Charter of First Gibraltar Bank, FSB and the
Second Supplemental Section to Section 5 of the Charter of First Madison Bank,
FSB.

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

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

                  (b) the sum (adjusted to the nearest 1/4 of 1% or, if there
         is no nearest 1/4 of 1%, to the next higher 1/4 of 1%) of (i) 1/2 of
         1% per annum, plus (ii) the rate obtained by dividing (A) the latest
         three-week moving average of secondary market morning offering rates
         in the United States for three-month certificates of deposit of major
         United States money market banks, such three-week moving average
         (adjusted to the basis of a year of 360 days) being determined weekly
         on each Monday (or, if such day is not a Business Day, on the next
         succeeding Business Day) for the three-week period ending on the
         previous Friday by Citibank on the basis of such rates reported by
         certificate of deposit dealers to and published by the Federal
         Reserve Bank of New York or, if such publication shall be suspended
         or terminated, on the basis of quotations for such rates received by
         Citibank from three New York certificate of deposit dealers of
         recognized standing selected by Citibank, by (B) a percentage equal
         to 100% minus the average of the daily percentages specified during



<PAGE>


                                       7

         such three-week period by the Board of Governors of the Federal
         Reserve System (or any successor thereto) for determining the maximum
         reserve requirement (including, but not limited to, any emergency,
         supplemental or other marginal reserve requirement) for Citibank with
         respect to liabilities consisting of or including (among other
         liabilities) three-month U.S. dollar non-personal time deposits in
         the United States, plus (iii) the average during such three-week
         period of the annual assessment rates estimated by Citibank for
         determining the then current annual assessment payable by Citibank to
         the Federal Deposit Insurance Corporation (or any successor thereto)
         for insuring U.S. dollar deposits of Citibank in the United States;
         and

                  (c)      1/2 of 1% per annum above the Federal Funds Rate.

                  "Base Rate Advance" means an Advance that bears interest as
provided in Section 2.07(a)(i).

                  "Borrower" has the meaning specified in the recital of
parties to this Agreement.

                  "Borrower Collateral Account" has the meaning specified in
the Borrower Security Agreement.

                  "Borrower Parent" means Marvel V Holdings Inc., a Delaware
corporation.

                  "Borrower Parent Guaranty" means the Third Amended and
Restated Guaranty dated as of December 16, 1996 made by the Borrower Parent in
favor of the Lender Parties, the Term Credit Agreement Lenders, the Agents,
the Term Agents and the Collateral Agent, as such guaranty may be amended or
otherwise modified from time to time in accordance with its terms.

                  "Borrower Parent Security Agreement" means the Amended and
Restated Security Agreement dated as of December 16, 1996 made by the Borrower
Parent and The Bank of New York, in its capacity as voting trustee, to the
Collateral Agent, as such agreement may be amended or otherwise modified from
time to time in accordance with its terms.

                  "Borrower Security Agreement" means the Fourth Amended and
Restated Borrower Security Agreement dated as of December 16, 1996 made by the
Borrower to the Collateral Agent, as such agreement may be amended or
otherwise modified from time to time in accordance with its terms.




<PAGE>


                                       8

                  "Borrower's Account" means the account of the Borrower
maintained by the Borrower with Citibank, N.A., at its office at 399 Park
Avenue, New York, New York 10043, Account No. 40650489.

                  "Borrowing" means a Tranche A Revolving Credit Borrowing or
a Tranche B Revolving Credit Borrowing.

                  "Business Day" means a day of the year on which banks are
not required or authorized by law to close in New York City and, if the
applicable Business Day relates to any Eurodollar Rate Advances, on which
dealings are carried on in the London interbank market and banks are open for
business in London.

                  "C&F Guarantor" means Mafco Consolidated Holdings Inc., a
Delaware corporation (formerly known as C&F (Parent) Holdings Inc.).

                  "C&F Guaranty" means the Second Amended and Restated
Guaranty dated as of December 16, 1996 made by C&F Guarantor in favor of the
Lender Parties, the Term Credit Agreement Lenders, the Agents, the Term Agents
and the Collateral Agent, as such guaranty may be amended or otherwise
modified from time to time in accordance with its terms.

                  "C&F Pledge Agreement" means the Amended and Restated Pledge
Agreement dated as of December 16, 1996 made by C&F Guarantor to the
Collateral Agent, as such agreement may be amended or otherwise modified from
time to time in accordance with its terms.

                  "Calculation Period" means, for any date in respect of any
common stock, the immediately preceding five Business Days during which such
common stock traded on the relevant national stock exchange or the Nasdaq
national market system.

                  "California Federal" means California Federal Bank, A Federal
Savings Bank.

                  "Capital Expenditures" means, for any period, the sum of (a)
all expenditures during such period for equipment, fixed assets, real property
or improvements, or for replacements or substitutions therefor or additions
thereto, that have a useful life of more than one year plus (b) the aggregate
principal amount of all Debt (including obligations under Capitalized Leases)
assumed or incurred in connection with any such expenditures.

                  "Capitalized Leases" has the meaning specified in clause (e)
of the definition of "Debt".




<PAGE>


                                       9

                  "Cash Equivalents" means any of the following, to the extent
owned by the Borrower or its Subsidiaries free and clear of all Liens and
having a maturity not greater than 180 days from the date of issuance thereof:
(a) direct obligations of the Government of the United States or any agency or
instrumentality thereof or obligations unconditionally guaranteed by the full
faith and credit of the Government of the United States, (b) insured
certificates of deposit of or time deposits with any commercial bank that is a
Lender Party or a member of the Federal Reserve System, issues (or the parent
of which issues) commercial paper rated as described in clause (c), is
organized under the laws of the United States or any State thereof and has
combined capital and surplus of at least $1,000,000,000, (c) commercial paper
in an aggregate amount of not more than $10,000,000 per issuer outstanding at
any time, issued by any corporation organized under the laws of any State of
the United States and rated at least "Prime-1" (or the then equivalent grade)
by Moody's Investors Services, Inc. or "A-1" (or the then equivalent grade) by
Standard & Poor's Ratings Group or (d) shares of money market mutual or
similar funds having assets in excess of $100,000,000 and which invest
exclusively in assets satisfying the requirements of clauses (a) through (c)
of this definition.

                  "CERCLA" means the Comprehensive Environmental Response,
Compensation and Liability Act of 1980.

                  "Cigar Guarantor" means Consolidated Cigar II Holdings Inc.,
a Delaware corporation.

                  "Cigar Guaranty" means the Third Amended and Restated Cigar
Guaranty dated as of December 16, 1996 made by Cigar Guarantor in favor of the
Lender Parties, the Term Credit Agreement Lenders, the Agents, the Term Agents
and the Collateral Agent, as such guaranty may be amended or otherwise
modified from time to time in accordance with its terms.

                  "Cigar Non-Operating Subsidiary" means C&F Guarantor.

                  "Cigar Pledge Agreement" means the Second Amended and
Restated Cigar Pledge Agreement dated as of December 16, 1996 made by Cigar
Guarantor and The Bank of New York, in its capacity as voting trustee, to the
Collateral Agent, as such agreement may be amended or otherwise modified from
time to time in accordance with its terms.

                  "Citibank" has the meaning specified in the recital of
parties to this Agreement.

                  "Clean-Down Period" means any period of 30 consecutive days
during which the aggregate principal amount of Tranche A Revolving Credit
Advances (other than an aggregate principal amount of Tranche A Revolving
Credit Advances equal to the lesser of


<PAGE>


                                      10

(x) $50,000,000 and (y) an amount equal to the LYONS Utilization on any day
during such Clean-Down Period) and Letter of Credit Advances outstanding does
not exceed $0.

                  "Code" means the Internal Revenue Code of 1986, as amended
from time to time, and the regulations promulgated and the rulings issued
thereunder.

                  "Coleman" means The Coleman Company, Inc., a Delaware
corporation.

                  "Coleman Guarantor" means Coleman (Parent) Holdings Inc.,
a Delaware corporation.

                  "Coleman Guaranty" means the Third Amended and Restated
Coleman Guaranty dated as of December 16, 1996 made by Coleman Guarantor in
favor of the Lender Parties, the Term Credit Agreement Lenders, the Agents,
the Term Agents and the Collateral Agent, as such guaranty may be amended or
otherwise modified from time to time in accordance with its terms.

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

                  "Coleman Non-Operating Subsidiaries" means Coleman Holdings
and Coleman Worldwide.

                  "Coleman Pledge Agreement" means the Second Amended and
Restated Pledge Agreement dated as of December 16, 1996 made by Coleman
Guarantor to the Collateral Agent, as such agreement may be amended or
otherwise modified from time to time in accordance with its terms.

                  "Coleman Tax Agreements" means (i) the Tax Allocation
Agreement dated as of August 24, 1990, as amended through the date hereof,
between Mafco and New Coleman, (ii) the Tax Sharing Agreement dated as of
February 26, 1992, as amended through the date hereof, among Mafco, Coleman
Finance Holdings Inc., Coleman and the Subsidiaries of Coleman party thereto,
(iii) the Tax Sharing Agreement dated as of February 26, 1992, as amended
through the date hereof, among Mafco, New Coleman, Coleman Finance Holdings
Inc. and the Subsidiaries of Coleman Finance Holdings Inc. party thereto, (iv)
the Tax Equivalent Payment Agreement dated as of March 4, 1992, as amended
through the date hereof, between Mafco and Coleman Finance Holdings Inc., (v)
the Supplemental Tax Sharing Agreement dated as of February 26, 1992, as
amended through the date hereof, between Coleman and M&F, (vi) the Tax Sharing
Agreement dated as of May 27, 1993 among Mafco, Coleman Worldwide, Coleman and
its Subsidiaries party thereto, (vii) the Tax Sharing Agreement dated as of
May 27, 1993 among Mafco, Coleman Worldwide and the other Persons party
thereto, (viii) the Tax Sharing Agreement dated as of July 22, 1993 between
Mafco and Coleman Holdings, and (ix) the Tax Sharing Termination Agreement


<PAGE>


                                      11

dated as of May 27, 1993 among Mafco, New Coleman, Coleman and the other
Persons party thereto.

                  "Coleman Worldwide" means Coleman Worldwide Corporation,
a Delaware corporation.

                  "Coleman Worldwide Indenture" has the meaning specified in
Schedule VI.

                  "Coleman Worldwide LYONS" means the Liquid Yield Option
Notes Due 2013 issued by Coleman Worldwide.

                  "Coleman Worldwide Pledge Agreement" means the Amended and
Restated Non-Recourse Guaranty and Pledge Agreement dated as of December 16,
1996 made by Coleman Worldwide to the Collateral Agent, as such agreement may
be amended or otherwise modified from time to time in accordance with its
terms.

                  "Collateral" means all "Collateral" referred to in the
Collateral Documents and all other property that is or is intended to be
subject to any Lien in favor of the Collateral Agent, the Lender Parties, the
Term Credit Agreement Lenders, the Agents and the Term Agents.

                  "Collateral Accounts" means the Borrower Collateral Account,
the Mafco Collateral Account, the Second Mafco Collateral Account and the L/C
Cash Collateral Account.

                  "Collateral Agent" has the meaning specified in the recital
of the parties hereto.

                  "Collateral Documents" means each Security Agreement and
each Pledge Agreement.

                  "Commitment" means a Tranche A Revolving Credit Commitment,
a Tranche B Revolving Credit Commitment or a Letter of Credit Commitment.

                  "Consolidated" for any Person refers to the consolidation of
the financial statements of such Person and its Subsidiaries in accordance
with GAAP.

                  "Conversion", "Convert" and "Converted" each refer to a
conversion of Advances of one Type into Advances of the other Type pursuant to
Section 2.11.

                  "Debt" of any Person means, without duplication, (a) all
indebtedness of such Person for borrowed money; (b) all Obligations of such
Person for the deferred purchase price of property or services (other than
trade payables not overdue by more than 60 days



<PAGE>


                                      12

incurred in the ordinary course of such Person's business); (c) all
Obligations of such Person evidenced by notes, bonds, debentures or other
similar instruments; (d) all indebtedness created or arising under any
conditional sale or other title retention agreement with respect to property
acquired by such Person (even though the rights and remedies of the seller or
lender under such agreement in the event of default are limited to
repossession or sale of such property); (e) all Obligations of such Person as
lessee under leases that have been or should be, in accordance with GAAP,
recorded as capital leases ("Capitalized Leases"); (f) all Obligations,
contingent or otherwise, of such Person under acceptance, letter of credit or
similar facilities; (g) all Obligations of such Person to purchase, redeem,
retire, defease or otherwise acquire for value any capital stock of such
Person or any warrants, rights or options to acquire such capital stock; (h)
all Obligations of such Person in respect of Hedge Agreements; (i) all Debt of
others referred to in clauses (a) through (h) above guaranteed directly or
indirectly in any manner by such Person, or in effect guaranteed directly or
indirectly by such Person through an agreement (i) to pay or purchase such
Debt or to advance or supply funds for the payment or purchase of such Debt,
(ii) to purchase, sell or lease (as lessee or lessor) property, or to purchase
or sell services, primarily for the purpose of enabling the debtor to make
payment of such Debt or to assure the holder of such Debt against loss, (iii)
to supply funds to or in any other manner invest in the debtor (including any
agreement to pay for property or services irrespective of whether such
property is received or such services are rendered) or (iv) otherwise to
assure a creditor against loss; and (j) all Debt referred to in clauses (a)
through (i) above secured by (or for which the holder of such Debt has an
existing right, contingent or otherwise, to be secured by) any Lien on
property (including, without limitation, accounts and contract rights) owned
by such Person, even though such Person has not assumed or become liable for
the payment of such Debt. For all purposes of this Agreement and the other
Loan Documents, "Debt" shall not include Obligations of any Designated
Operating Company, Revlon, Marvel or any of their respective Subsidiaries in
respect of Hedge Agreements.

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

                  "Defaulted Advance" means, with respect to any Lender Party
at any time, the amount of any Advance required to be made by such Lender
Party to the Borrower pursuant to Section 2.01 at or prior to such time which
has not been so made as of such time; provided, however, that any Advance made
by the Administrative Agent for the account of such Lender Party pursuant to
Section 2.02(c) shall not be considered a Defaulted Advance even if, at such
time, such Lender shall not have reimbursed the Administrative Agent therefor
as provided in Section 2.02(c). In the event that a portion of a Defaulted
Advance shall be deemed made pursuant to Section 2.16(a), the remaining
portion of such Defaulted Advance shall be considered a Defaulted Advance
originally required to be made pursuant to Section 2.01 on the same date as
the Defaulted Advance so deemed made in part.


<PAGE>


                                      13

                  "Defaulted Amount" means, with respect to any Lender Party
at any time, any amount required to be paid by such Lender Party to the
Administrative Agent, the Collateral Agent or any other Lender Party hereunder
or under any other Loan Document at or prior to such time which has not been
so paid as of such time, including, without limitation, any amount required to
be paid by such Lender to (a) the Issuing Bank pursuant to Section 2.03(c) to
purchase a portion of a Letter of Credit Advance made by the Issuing Bank, (b)
the Administrative Agent pursuant to Section 2.02(c) to reimburse the
Administrative Agent for the amount of any Advance made by the Administrative
Agent for the account of such Lender Party, (c) any other Lender Party
pursuant to Section 2.14 to purchase any interest or participating interest in
Advances owing to such other Lender Party and (d) the Administrative Agent,
the Collateral Agent or the Issuing Bank pursuant to Section 7.05 to reimburse
the Administrative Agent, the Collateral Agent or the Issuing Bank, as the
case may be, for such Lender Party's ratable share of any amount required to
be paid by the Lender Parties to the Administrative Agent, the Collateral
Agent or the Issuing Bank as provided therein. In the event that a portion of
a Defaulted Amount shall be deemed paid pursuant to Section 2.16(b), the
remaining portion of such Defaulted Amount shall be considered a Defaulted
Amount originally required to be made hereunder or under any other Loan
Document on the same date as the Defaulted Amount so deemed paid in part.

                  "Defaulting Lender" means, at any time, any Lender Party
that, at such time, (a) owes a Defaulted Advance or a Defaulted Amount or (b)
shall take or be the subject of any action or proceeding of a type described
in Section 6.01(e).

                  "Defeased Debt Amount" means for any date of determination
for any Designated Person listed on Schedule VI an amount calculated in the
manner set forth on Schedule VI for such Designated Person or such other
amount as may be agreed by the Administrative Agent and the Borrower.

                  "Deposit Certificate" has the meaning specified in
Section 5.01(k).

                  "Designated Coleman Subsidiaries" means Coleman Holdings,
Coleman Worldwide and Coleman.

                  "Designated New World Subsidiaries" means New World
Guarantor, NWCG Holdings and New World; provided, however, that (i) on and
after the date of the sale, monetization or other disposal by Mafco or any of
its Subsidiaries of all of the News Corp. Preferred ADRs, New World Guarantor
shall no longer be a "Designated New World Subsidiary" and (ii) on and after
the consummation of the New World Acquisition, each of NWCG Holdings and New
World shall no longer be a "Designated New World Subsidiary".

                  "Designated Operating Companies" means (i) Coleman, New
World and MCG, (ii) on and after the Revlon Inclusion Date, Revlon and (iii)
solely during the Marvel



<PAGE>


                                      14

Inclusion Period, Marvel; provided, however, that on and after the
consummation of the New World Acquisition, New World shall no longer be a
"Designated Operating Company".

                  "Designated Persons" means Coleman Guarantor, New World
Guarantor, C&F Guarantor and, on and after the Revlon Inclusion Date, Revlon
Guarantor; provided, however, that on and after the date of the sale,
monetization or other disposal by Mafco or any of its Subsidiaries of all of
the News Corp. Preferred ADRs, New World Guarantor shall no longer be a
"Designated Person".

                  "Documentation Agent" has the meaning specified in the
recital of parties to this Agreement.

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

                  "Domestic Lending Office" means, with respect to any Lender
Party, the office of such Lender Party specified as its "Domestic Lending
Office" opposite its name on Schedule I hereto or in the Assignment and
Acceptance pursuant to which it became a Lender Party, as the case may be, or
such other office of such Lender Party as such Lender Party may from time to
time specify to the Borrower and the Administrative Agent.

                  "Effective Date" has the meaning specified in Section 3.01.

                  "Eligible Assignee" means (a) any commercial bank organized
under the laws of the United States, or any State thereof, and having total
assets in excess of $1,000,000,000; (b) any savings and loan association or
savings bank organized under the laws of the United States, or any State
thereof, and having a net worth determined in accordance with GAAP in excess
of $500,000,000; (c) any commercial bank organized under the laws of any other
country that is a member of the Organization for Economic Cooperation and
Development ("OECD") or has concluded special lending arrangements with the
International Monetary Fund Associated with its General Arrangements to
Borrow, or a political subdivision of any such country, and having total
assets in excess of $1,000,000,000, so long as such bank is acting through a
branch or agency located in the United States, in the Cayman Islands or in the
country in which it is organized or another country that is described in this
clause (c); (d) the central bank of any country that is a member of the OECD;
(e) any finance company, insurance company or other financial institution or
fund (whether a corporation, partnership, trust or other entity) that (i) is
not affiliated with the Borrower, (ii) is engaged in making, purchasing or
otherwise investing in commercial loans in the ordinary course of its business
and (iii) has total assets in excess of $500,000,000; and (f) any other Person
(other than an Affiliate of the Borrower) approved by the Administrative Agent
and the Borrower, such approval not to be unreasonably withheld.




<PAGE>


                                      15

                  "Environmental Action" means any administrative, regulatory
or judicial action, suit, demand, demand letter, claim, notice of
non-compliance or violation, investigation, proceeding, consent order or
consent agreement based upon or arising out of any Environmental Law or any
Environmental Permit, including without limitation (a) any claim by any
governmental or regulatory authority for enforcement, cleanup, removal,
response, remedial or other actions or damages pursuant to any Environmental
Law and (b) any claim by any third party seeking damages, contribution, or
injunctive relief arising from alleged injury or threat of injury to health,
safety or the environment.

                  "Environmental Law" means any federal, state or local law,
rule, regulation, order, writ, judgment, injunction, decree, determination or
award relating to the environment, health or safety including, without
limitation, CERCLA, the Resource Conservation and Recovery Act, the Hazardous
Materials Transportation Act, the Clean Water Act, the Toxic Substances
Control Act, the Clean Air Act, the Safe Drinking Water Act, the Atomic Energy
Act, the Federal Insecticide, Fungicide and Rodenticide Act and the
Occupational Safety and Health Act.

                  "Environmental Permit" means any permit, approval,
identification number, license or other authorization required under any
Environmental Law.

                  "Equity Contribution Agreement" means the Amended and
Restated Equity Contribution Agreement dated as of December 16, 1996, between
the Borrower and the Borrower Parent, as such agreement may be amended or
otherwise modified from time to time in accordance with its terms.

                  "ERISA" means the Employee Retirement Income Security Act of
1974, as amended from time to time, and the regulations promulgated and
rulings issued thereunder.

                  "ERISA Affiliate" of any Person means any other Person that
for purposes of Title IV of ERISA is a member of such Person's controlled
group, or under common control with such Person, within the meaning of Section
414 of the Code.

                  "ERISA Event" with respect to any Person means (a) the
occurrence of a reportable event, within the meaning of Section 4043 of ERISA,
with respect to any Plan of such Person or any of its ERISA Affiliates unless
the 30-day notice requirement with respect to such event has been waived by
the PBGC; (b) the provision by the administrator of any Plan of such Person or
any of its ERISA Affiliates of a notice of intent to terminate such Plan,
pursuant to Section 4041(a)(2) of ERISA (including any such notice with
respect to a plan amendment referred to in Section 4041(e) of ERISA); (c) the
cessation of operations at a facility of such Person or any of its ERISA
Affiliates in the circumstances described in Section 4062(e) of ERISA; (d) the
withdrawal by such Person or any of its ERISA Affiliates from a Multiple
Employer Plan during a plan year for which it was a substantial employer,



<PAGE>


                                      16

as defined in Section 4001(a)(2) of ERISA; (e) the failure by such Person or
any of its ERISA Affiliates to make a payment to a Plan described in Section
302(f)(1) of ERISA; (f) the adoption of an amendment to a Plan of such Person
or any of its ERISA Affiliates requiring the provision of security to such
Plan, pursuant to Section 307 of ERISA; or (g) the institution by the PBGC of
proceedings to terminate a Plan of such Person or any of its ERISA Affiliates,
pursuant to Section 4042 of ERISA, or the occurrence of any event or condition
described in Section 4042 of ERISA that would constitute grounds for the
termination of, or the appointment of a trustee to administer, such Plan;
provided, however, that an event described in clause (a), (c) or (d) of this
definition, or in clause (b) of this definition solely with respect to a
standard termination under Section 4041(b) of ERISA, shall be an ERISA Event
only if such event is reasonably likely to result in a material liability of
such Person or any of its ERISA Affiliates.

                  "Eurocurrency Liabilities" has the meaning assigned to that
term in Regulation D of the Board of Governors of the Federal Reserve System,
as in effect from time to time.

                  "Eurodollar Lending Office" means, with respect to any
Lender Party, the office of such Lender Party specified as its "Eurodollar
Lending Office" opposite its name on Schedule I hereto or in the Assignment
and Acceptance pursuant to which it became a Lender Party (or, if no such
office is specified, its Domestic Lending Office), or such other office of
such Lender Party as such Lender Party may from time to time specify to the
Borrower and the Administrative Agent.

                  "Eurodollar Rate" means, for any Interest Period for each
Eurodollar Rate Advance comprising part of the same Borrowing, an interest
rate per annum equal to the rate per annum obtained by dividing (a) the
average (rounded upward to the nearest whole multiple of 1/100 of 1% per
annum, if such average is not such a multiple) of the rate per annum at which
deposits in U.S. dollars are offered by the principal office of Citibank in
London, England to prime banks in the London interbank market at 11:00 A.M.
(London time) two Business Days before the first day of such Interest Period
for a period equal to such Interest Period by (b) a percentage equal to 100%
minus the Eurodollar Rate Reserve Percentage for such Interest Period. The
Eurodollar Rate for each Interest Period shall be determined by the
Administrative Agent on the basis of applicable rates furnished to and
received by the Administrative Agent from Citibank two Business Days before
the first day of such Interest Period, subject, however, to the provisions of
Section 2.07.

                  "Eurodollar Rate Advance" means an Advance that bears
interest as provided in Section 2.07(a)(ii).

                  "Eurodollar Rate Reserve Percentage" of any Lender Party for
any Interest Period for any Advance means the reserve percentage applicable
during such Interest Period



<PAGE>


                                      17

(or if more than one such percentage shall be so applicable, the daily average
of such percentages for those days in such Interest Period during which any
such percentage shall be so applicable) under regulations issued from time to
time by the Board of Governors of the Federal Reserve System (or any
successor) for determining the maximum reserve requirement (including, without
limitation, any emergency, supplemental or other marginal reserve requirement)
for such Lender Party with respect to liabilities or assets consisting of or
including Eurocurrency Liabilities having a term equal to such Interest
Period.

                  "Events of Default" has the meaning specified in
Section 6.01.

                  "Exchange Act" means the Securities Exchange Act of 1934,
as amended.

                  "Exchange Agreement" means the Exchange Agreement dated as
of October 3, 1994 among FN Parent, FN Holdings and Gerald J. Ford.

                  "Existing Credit Agreement" has the meaning specified in
the Preliminary Statements.

                  "Existing Lenders" has the meaning specified in the
Preliminary Statements.

                  "Facility" means the Tranche A Revolving Credit Facility,
the Tranche B Revolving Credit Facility or the Letter of Credit Facility.

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

                  "FG Guarantor" means First Gibraltar Guarantor Corp.,
a Delaware corporation.

                  "Financial Institutions" has the meaning specified in the
recital of parties to this Agreement.

                  "First Gibraltar" means First Gibraltar Holdings Inc.,
a Delaware corporation.

                  "First Gibraltar Charter Document" means the restated
certificate of incorporation of First Gibraltar.


<PAGE>


                                      18


                  "First Gibraltar Credit Agreement" means the $150,000,000
Credit Agreement dated as of September 27, 1996 among First Gibraltar, FG
Guarantor, the banks and other financial institutions party thereto,
NationsBank, N.A., as administrative agent, NationsBanc Capital Markets, Inc.,
as syndication agent and Citibank, as documentation agent, as the same may be
amended, modified or otherwise supplemented from time to time.

                  "First Gibraltar Loan Agreement" means the Amended and
Restated Loan Agreement dated as of December 16, 1996 between the Borrower
Parent and First Gibraltar, as amended or otherwise modified from time to time
in accordance with its terms.

                  "Flavors Guarantor" means Flavors (Parent) Holdings Inc.,
a Delaware corporation.

                  "Flavors Guaranty" means the Third Amended and Restated
Flavors Guaranty dated as of December 16, 1996 made by Flavors Guarantor in
favor of the Lender Parties, the Term Credit Agreement Lenders, the Agents,
the Term Agents and the Collateral Agent, as such guaranty may be amended or
otherwise modified from time to time in accordance with its terms.

                  "Flavors Non-Operating Subsidiary" means C&F Guarantor.

                  "Flavors Pledge Agreement" means the Second Amended and
Restated Flavors Pledge Agreement dated as of December 16, 1996 made by
Flavors Guarantor and The Bank of New York, in its capacity as voting trustee,
to the Collateral Agent, as such agreement may be amended or otherwise
modified from time to time in accordance with its terms.

                  "FN Documents" means the FN Holdings Debt Document, the FN
Holdings New Debt Document, the Second New FN Holdings Debt Document, the FN
Parent Debt Document, the Exchange Agreement and the Stockholders Agreement.

                  "FN Escrow" means First Nationwide Escrow Corp., a
Delaware corporation.

                  "FN Holdings" means First Nationwide Holdings Inc.,
a Delaware corporation.

                  "FN Holdings Debt" means the 12-1/4% Senior Notes due 2001
issued by FN Holdings in an aggregate principal amount equal to $200,000,000.

                  "FN Holdings Debt Document" means the Indenture dated as of
July 15, 1994 made by FN Holdings in favor of The First National Bank of
Boston, as trustee, in


<PAGE>


                                      19

connection with the FN Holdings Debt and any other agreement or instrument
which governs the terms of the FN Holdings Debt.

                  "FN Holdings New Debt" means the 9-1/8% Senior Subordinated
Notes Due 2003 issued by FN Holdings in an aggregate principal amount equal to
$140,000,000.

                  "FN Holdings New Debt Document" means the Indenture dated as
of January 31, 1996 made by FN Holdings in favor of The Bank of New York, as
trustee, in connection with the FN Holdings New Debt and any other agreement
or instrument which governs the terms of the FN Holdings New Debt.

                  "FN Holdings Preferred Stock" means the $150,000,000
liquidation value of Cumulative Perpetual Preferred Stock issued by FN
Holdings and any shares of Cumulative Perpetual Preferred Stock to be issued
in lieu of cash dividends payable on the FN Holdings Preferred Stock.

                  "FN Management Incentive Plan" means the Management
Incentive Plan for Certain Employees of the Bank established by FN Holdings to
provide long-term incentives to certain key executives of the Bank.

                  "FN Parent" means First Nationwide (Parent) Holdings Inc.,
a Delaware corporation.

                  "FN Parent Debt" means the 12-1/2% Senior Notes due 2003
issued by FN Parent in an aggregate principal amount equal to $455,000,000.

                  "FN Parent Debt Document" means the Indenture dated as of
April 15, 1996 made by FN Parent in favor of The Bank of New York, as trustee,
in connection with the FN Parent Debt and any other agreement or instrument
which governs the terms of the FN Parent Debt.

                  "FN Parties" means the Bank, FN Holdings and FN Parent.

                  "FN Tax Agreement" means the Tax Sharing Agreement dated as
of January 1, 1994 among Mafco, FN Holdings, the Bank and certain Subsidiaries
of FN Holdings and the Bank.

                  "Four Star" means Four Star Holdings Corp., a Delaware
corporation.

                  "Four Star Pledge Agreement" means the Amended and Restated
Non-Recourse Guaranty and Pledge Agreement dated as of December 16, 1996 made
by Four Star and The Bank of New York, in its capacity as voting trustee, to
the Collateral



<PAGE>


                                      20

Agent, as such agreement may be amended or otherwise modified from time to
time in accordance with its terms.

                  "Fully Satisfied" shall mean, with respect to the Payment
Obligations as of any date, that, on or before such date, (a) the principal of
and interest accrued to such date on all outstanding Advances shall have been
paid in full in cash, (b) the Commitments shall have been terminated in full,
(c) all outstanding Letters of Credit shall have been (i) terminated or (ii)
cash collateralized by an amount sufficient in the reasonable judgment of the
Administrative Agent and the Required Lenders to secure any claims under such
outstanding Letters of Credit or (iii) secured by one or more letters of
credit on terms and conditions, and with one or more financial institutions,
reasonably satisfactory to the Administrative Agent and the Required Lenders
and (d) all fees, expenses and other amounts then due and payable which
constitute Payment Obligations shall have been paid in cash; provided,
however, that on such date none of the Administrative Agent and the Lender
Parties shall have made any claims in respect of Payment Obligations against
the Borrower or any other Loan Party under any provision of any of the Loan
Documents that has not been cash collateralized by an amount sufficient in the
reasonable judgment of the Administrative Agent, the Required Lenders and any
such Lender Party (if such Lender Party is not one of the Lenders constituting
the Required Lenders) to secure such claim.

                  "GAAP" means generally accepted accounting principles in the
United States of America as in effect as of the date of, and used in, the
preparation of the audited consolidated financial statements referred to in
Section 4.01(f), except that with respect to (x) the preparation of any
financial statement required to be furnished pursuant to clause (i), (ii) or
(iii) of Section 5.01(j) and (y) changes to financial statement presentation
and accounting policies contemplated by Section 5.02(h), "GAAP" shall mean
such principles as in effect from time to time in the United States of
America.

                  "Guarantor" means each of Mafco, Borrower Parent, Coleman
Guarantor, New World Guarantor, Flavors Guarantor, Cigar Guarantor, C&F
Guarantor and, on and and after the Revlon Inclusion Date, Revlon Guarantor;
provided, however, that on and after the date of the sale, monetization or
other disposal by Mafco or any of its Subsidiaries of all of the News Corp.
Preferred ADRs, New World Guarantor shall no longer be a "Guarantor".

                  "Guaranty" means each of the Borrower Parent Guaranty, the
C&F Guaranty, the Cigar Guaranty, the Coleman Guaranty, the Flavors Guaranty,
the Mafco Guaranty, the New World Guaranty and, on and after the Revlon
Inclusion Date, the Revlon Guaranty; provided, however, that on and after the
date of the sale, monetization or other disposal by Mafco or any of its
Subsidiaries of all of the News Corp. Preferred ADRs, the New World Guaranty
shall no longer be a "Guaranty".




<PAGE>


                                      21

                  "Hazardous Materials" means (a) petroleum or petroleum
products, natural or synthetic gas, asbestos in any form that is or could
become friable, urea formaldehyde foam insulation and radon gas, (b) any
substances defined as or included in the definition of "hazardous substances",
"hazardous wastes", "hazardous materials", "extremely hazardous wastes",
"restricted hazardous wastes", "toxic substances", "toxic pollutants",
"contaminants" or "pollutants", or words of similar import, under any
Environmental Law and (c) any other substance exposure to which is regulated
under any Environmental Law.

                  "Hedge Agreements" means interest rate swap, cap or collar
agreements, interest rate future or option contracts, currency swap
agreements, currency future or option contracts and other similar agreements.

                  "Indemnified Party" has the meaning specified in Section
8.04(c).

                  "Initial Date" means, for purposes of Section 2.13, in the
case of the Administrative Agent and each Financial Institution, the date of
its execution and delivery of this Agreement and, in the case of each Lender
other than a Financial Institution, the date of the Assignment and Acceptance
pursuant to which it becomes a Lender.

                  "Initial Issuing Bank" means Citibank, N.A.

                  "Interest Period" means, for each Eurodollar Rate Advance
comprising part of the same Borrowing, the period commencing on the date of
such Eurodollar Rate Advance or the date of the Conversion of any Base Rate
Advance into such Eurodollar Rate Advance, and ending on the last day of the
period selected by the Borrower pursuant to the provisions below and,
thereafter, each subsequent period commencing on the last day of the
immediately preceding Interest Period and ending on the last day of the period
selected by the Borrower pursuant to the provisions below. The duration of
each such Interest Period shall be one, two, three or six months, as the
Borrower may, upon notice received by the Administrative Agent not later than
11:00 A.M. (New York City time) on the third Business Day prior to the first
day of such Interest Period, select; provided, however, that

                  (i) the Borrower may not select (x) any Interest Period with
         respect to any Eurodollar Rate Advance under the Tranche A Revolving
         Credit Facility which ends after June 3, 1999 and (y) any Interest
         Period with respect to any Eurodollar Rate Advance under the Tranche
         B Revolving Credit Facility which ends after June 30, 1997;

                  (ii) whenever the last day of any Interest Period would
         otherwise occur on a day other than a Business Day, the last day of
         such Interest Period shall be extended to occur on the next
         succeeding Business Day, provided that, if such extension would cause
         the last day of such Interest Period to occur in the next following
         calendar



<PAGE>


                                      22

         month, the last day of such Interest Period shall occur on the next
         preceding Business Day; and

                  (iii) whenever the first day of any Interest Period occurs
         on a day in a calendar month for which there is no numerically
         corresponding day in the calendar month that succeeds such initial
         calendar month by the number of months equal to the number of months
         in such Interest Period, such Interest Period shall end on the last
         Business Day of such succeeding calendar month.

                  "Investment" in any Person means any loan or advance to such
Person, any purchase or other acquisition of any capital stock, warrants,
rights, options, debt obligations or other securities of such Person, any
capital contribution to such Person or any other investment in such Person,
including, without limitation, any arrangement pursuant to which the investor
incurs Debt of the types referred to in clauses (i) and (j) of the definition
of "Debt" in respect of such Person.

                  "Issuing Bank" means the Initial Issuing Bank and each
Eligible Assignee to which the Letter of Credit Commitment hereunder has been
assigned pursuant to Section 8.07.

                  "L/C Cash Collateral Account" has the meaning specified in
the Borrower Security Agreement.

                  "L/C Certificate" means a certificate of the Borrower
delivered to the Administrative Agent in respect of a Letter of Credit Advance
(A) to the effect that on the date of delivery (i) the representations and
warranties contained in the Loan Documents are correct in all material
respects on and as of such date, as though made on and as of such date (except
to the extent such representations and warranties specifically relate to an
earlier date, in which case such representations and warranties were true,
correct and complete in all material respects on and as of such earlier date
and (ii) no event has occurred and is continuing which constitutes a Default
and (B) specifying the Type of Advance such Letter of Credit Advance shall be
and, if such Letter of Credit Advance is to be a Eurodollar Rate Advance, the
Interest Period for such Letter of Credit Advance.

                  "L/C Related Documents" has the meaning specified in Section
2.04(b)(ii).

                  "Lender Party" means any Lender or the Issuing Bank.

                  "Lenders" means the Financial Institutions listed on the
signature pages hereof and each Eligible Assignee that shall become a party
hereto pursuant to Section 8.07.

                  "Letter of Credit" has the meaning specified in Section
2.01(c).



<PAGE>


                                      23


                  "Letter of Credit Advance" means an advance made by the
Issuing Bank or any Tranche A Revolving Credit Lender pursuant to Section
2.03(c).

                  "Letter of Credit Agreement" has the meaning specified in
Section 2.03(a).

                  "Letter of Credit Commitment" means, with respect to the
Issuing Bank at any time, the amount set forth opposite the Issuing Bank's
name on Schedule I hereto under the caption "Letter of Credit Commitment" or,
if the Issuing Bank has entered into one or more Assignments and Acceptances,
the amount set forth for the Issuing Bank in the Register maintained by the
Administrative Agent pursuant to Section 8.07(c) as the Issuing Bank's "Letter
of Credit Commitment", as such amount may be reduced at or prior to such time
pursuant to Section 2.05.

                  "Letter of Credit Facility" means, at any time, an amount
equal to the amount of the Issuing Bank's Letter of Credit Commitment at such
time.

                  "Lien" means any lien, security interest or other charge or
encumbrance of any kind, or any other type of preferential arrangement,
including, without limitation, the lien or retained security title of a
conditional vendor and any easement, right of way or other encumbrance on
title to real property.

                  "Loan Documents" means this Agreement, the Notes, each Letter
of Credit Agreement, each Guaranty, each Collateral Document, the Equity
Contribution Agreement and the First Gibraltar Loan Agreement.

                  "Loan Party" means each of the Borrower, each Guarantor,
M&F, Andrews, Four Star, New Coleman and First Gibraltar.

                  "Look-Forward Certificate" has the meaning specified in
Section 5.01(k).

                  "LYONS Utilization" means, on any date, the aggregate amount
of cash applied by the Borrower from and after the Effective Date, as shown in
the most recent report furnished to the Administrative Agent and the Lender
Parties pursuant to the provisions of Section 5.01(p), to the purchase of the
Coleman Worldwide LYONS or the payment, in cash, of the exchange price to a
holder of Coleman Worldwide LYONS in respect of such holder's Coleman
Worldwide LYONS.

                  "M&F" means MacAndrews & Forbes Holdings Inc., a Delaware
corporation.

                  "M&F Pledge Agreement" means the Amended and Restated
Non-Recourse Guaranty and Pledge Agreement dated as of December 16, 1996 made
by M&F to the



<PAGE>


                                      24

Collateral Agent, as such agreement may be amended or otherwise modified from
time to time in accordance with its terms.

                  "Mafco" has the meaning specified in the Preliminary
Statements.

                  "Mafco Collateral Account" has the meaning specified in the
Mafco Security Agreement.

                  "Mafco Guaranty" means the Fourth Amended and Restated Mafco
Guaranty dated as of December 16, 1996 made by Mafco in favor of the Lender
Parties, the Term Credit Agreement Lenders, the Agents, the Term Agents and
the Collateral Agent, as such guaranty may be amended or otherwise modified
from time to time in accordance with its terms.

                  "Mafco Pledge Agreement" means the Second Amended and
Restated Pledge Agreement dated as of December 16, 1996 made by Mafco and The
Bank of New York, in its capacity as voting trustee, to the Collateral Agent,
as such agreement may be amended or otherwise modified from time to time in
accordance with its terms.

                  "Mafco Security Agreement" means the Fourth Amended and
Restated Mafco Security Agreement dated as of December 16, 1996 made by Mafco
to the Collateral Agent, as such agreement may be amended or otherwise
modified from time to time in accordance with its terms.

                  "Managing Agents" has the meaning specified in the recital
of parties to this Agreement.

                  "Mandatory Clean-Down Period" means, (i) the 30-day period
commencing on July 1, 1997 and terminating on July 30, 1997, if a Clean-Down
Period has not commenced (after the date of this Agreement) prior to July 1,
1997 and (ii) thereafter, for each 12-month period commencing on August 1 and
terminating on July 31, the 30 day period commencing on July 2 and terminating
on July 31, if a Clean-Down Period has not commenced prior to July 2 during
such 12-month period; provided, however, that if a Clean-Down Period has not
commenced by the date that is 30 days prior to the end of any period of 15
consecutive months, a Mandatory Clean-Down Period shall commence on such date.

                  "Margin Stock" has the meaning specified in Regulation U of
the Board of Governors of the Federal Reserve System and any successor
regulations thereto, as in effect from time to time.

                  "Marvel" means Marvel Entertainment Group, Inc., a Delaware
corporation.



<PAGE>


                                      25

                  "Marvel IV Required Lenders" means at any time Lenders and
Term Credit Agreement Lenders owed or holding at least a majority in interest
of the sum of (a) the aggregate principal amount of the Advances outstanding
at such time, (b) the aggregate principal amount of the Debt outstanding at
such time under the Term Credit Agreement, (c) the aggregate Available Amount
of all Letters of Credit outstanding at such time, (d) the aggregate Unused
Tranche A Revolving Credit Commitment, (e) the aggregate Unused Tranche B
Revolving Credit Commitment and (f) the aggregate unused "Commitments" under
the Term Credit Agreement (provided that, for purposes hereof, neither the
Borrower, nor any of its Affiliates, if a Lender or a Term Credit Agreement
Lender, shall be included in (x) the Lenders and the Term Credit Agreement
Lenders holding such amount of the Advances, the Debt or the Available Amount
of all Letters of Credit or having such amount of the Unused Tranche A
Revolving Credit Commitment, Unused Tranche B Revolving Credit Commitment or
the "Commitments" under the Term Credit Agreement or (y) determining the
aggregate unpaid principal amount of the Advances or such Debt, the total
Unused Tranche A Revolving Credit Commitment, the total Unused Tranche B
Revolving Credit Commitment or the total "Commitments" under the Term Credit
Agreement); provided, however, that if any Lender shall be a Defaulting Lender
at such time or any Term Credit Agreement Lender shall be a "Defaulting
Lender" under the Term Credit Agreement at such time, there shall be excluded
from the determination of Marvel IV Required Lenders at such time (i) the
aggregate principal amount of the Advances owing to such Lender (in its
capacity as Lender) and outstanding at such time, (ii) the aggregate principal
amount of Debt under the Term Credit Agreement owing to such Term Credit
Agreement Lender and outstanding at such time, (iii) such Lender's Pro Rata
Share of the aggregate Available Amount of all Letters of Credit issued by
such Lender as of such time, (iv) the aggregate Unused Tranche A Revolving
Credit Commitment and Unused Tranche B Revolving Credit Commitment of such
Lender at such time and (v) the aggregate unused portion of the "Commitments"
of such Term Credit Agreement Lender under the Term Credit Agreement at such
time; provided, further, that on and after the Term Credit Agreement
Termination Date, the Marvel IV Required Lenders shall be the Required Lenders
hereunder. For purposes of this definition, the aggregate principal amount of
Letter of Credit Advances owing to the Issuing Bank and the Available Amount
of each Letter of Credit shall be considered to be owed to the Lenders ratably
in accordance with their respective Tranche A Revolving Credit Commitment.

                  "Marvel Inclusion Period" means the period commencing on the
date that Mafco or any of its Affiliates acquires the New Marvel Shares and
terminating on the later to occur of (x) the Tranche B Termination Date and
(y) the Term Credit Agreement Termination Date.

                  "Material Adverse Change" means, with respect to any Person,
a material adverse change in the condition (financial or otherwise),
operations, assets, business or prospects of such Person and its Subsidiaries,
taken as a whole.



<PAGE>


                                      26


                  "Material Adverse Effect" means, with respect to any Person,
a material adverse effect upon (a) the condition (financial or otherwise),
operations, assets, business or prospects of such Person and its Subsidiaries,
taken as a whole, or (b) the ability of a Loan Party to perform its
obligations under any Loan Document, or (c) the rights and remedies of the
Administrative Agent, the Collateral Agent or any Lender Party under any Loan
Document.

                  "MCG" means Mafco Consolidated Group Inc., a Delaware
corporation.

                  "MCG Tax Agreement" means the Tax Sharing Agreement dated as
of June 15, 1995 among Mafco, MCG and Subsidiaries of MCG party thereto.

                  "Multiemployer Plan" of any Person means a multiemployer
plan, as defined in Section 4001(a)(3) of ERISA, which is subject to Title IV
of ERISA, and to which such Person or any of its ERISA Affiliates is making or
accruing an obligation to make contributions, or has within any of the
preceding five plan years made or accrued an obligation to make contributions.

                  "Multiple Employer Plan" of any Person means a single
employer plan, as defined in Section 4001(a)(15) of ERISA, which is subject to
Title IV of ERISA, and (a) that is maintained for employees of such Person or
any of its ERISA Affiliates and at least one Person other than such Person and
its ERISA Affiliates or (b) that was so maintained and in respect of which
such Person or any of its ERISA Affiliates could have liability under Section
4064 or 4069 of ERISA in the event such plan has been or were to be
terminated.

                  "Net Cash Proceeds" means, with respect to any sale, lease,
transfer or other disposition of any asset or the sale or issuance by any
Person of any Debt or capital stock, any securities convertible into or
exchangeable for capital stock or any warrants, rights or options to acquire
capital stock, the sum of (i) the aggregate amount of cash received from time
to time by or on behalf of such Person in connection with such transaction
plus (ii) the aggregate principal amount of any Debt listed on Schedule VII
hereto that is assumed, directly or indirectly, by any Person (other than
Mafco or an Affiliate of Mafco) in connection with, or as a result of, such
transaction, after deducting therefrom only (a) reasonable and customary
brokerage commissions, underwriting fees and discounts, legal fees and
expenses, finder's fees, accountants' fees and expenses and other similar
fees, expenses and commissions, (b) the amount of taxes payable or estimated
in good faith to be payable within 12 months following the date of the
consummation of such transaction in connection with or as a result of such
transaction and (c) the amount of any Debt that, by the terms of such Debt, is
required to be repaid upon such disposition, in each case to the extent, but
only to the extent, that the amounts so deducted are payable to a Person that
is not an Affiliate (other than such amounts that are payable by the Borrower
and its Subsidiaries to an Affiliate



<PAGE>


                                  27

pursuant to a Related Document) and are properly attributable to such
transaction or to the asset that is the subject thereof.

                  "Net Equity Value" means for any day of determination for
any Designated Person:

                  (i) with respect to Coleman Guarantor, an amount (not less
         than $0) equal to the excess of (A) the product of the number of
         shares of common stock of Coleman owned directly or indirectly by
         Coleman Guarantor times the average closing price during the
         Calculation Period relating to such day of determination of such
         common stock on the New York Stock Exchange over (B) the Defeased
         Debt Amount of Coleman Guarantor;

                  (ii) with respect to New World Guarantor, (x) prior to the
         date of the consummation of the New World Acquisition, an amount (not
         less than $0) equal to the excess of (A) the product of the number of
         shares of Class B common stock of New World owned directly or
         indirectly by New World Guarantor times the average closing price of
         the Class A common stock during the Calculation Period relating to
         such day of determination for such Class A Common Stock on either the
         New York Stock Exchange or the Nasdaq National Market System over (B)
         the Defeased Debt Amount of New World Guarantor and (y) on and after
         the date of the consummation of the New World Acquisition, an amount
         (not less than $0) equal to the excess of (1) the product of the
         number of News Corp. Preferred ADRs pledged in favor of the
         Collateral Agent under the Collateral Documents times, the average
         closing price of the News Corp. Preferred ADRs during the Calculation
         Period relating to such day of determination for such News Corp.
         Preferred ADRs on either the New York Stock Exchange or the Nasdaq
         National Market System over (2) the product of (A) the aggregate
         principal amount of Debt outstanding on such day of determination
         under the Term Credit Agreement times (B) 1.25;

                  (iii) with respect to C&F Guarantor, an amount (not less
         than $0) equal to the product of the number of shares of common stock
         of MCG owned directly or indirectly by C&F Guarantor times the
         average closing price during the Calculation Period relating to such
         day of determination of such common stock on the New York Stock
         Exchange; and

                  (iv) with respect to Revlon Guarantor (on and after the
         Revlon Inclusion Date), an amount (not less than $0) equal to the
         excess of (A) the product of the number of shares of common stock of
         Revlon owned directly or indirectly by Revlon Guarantor times the
         average closing price during the Calculation Period relating to such
         day of determination of such common stock on the New York Stock
         Exchange over (B) the Defeased Debt Amount of Revlon Guarantor.



<PAGE>


                                      28


                  "Net Residual Value" means for any day of determination an
amount equal to the aggregate Net Equity Value of the Designated Persons on
such day.

                  "New Coleman" means New Coleman Holdings Inc., a Kansas
corporation.

                  "New Coleman Pledge Agreement" means the Amended and
Restated Non-Recourse Guaranty and Pledge Agreement dated as of December 16,
1996 made by New Coleman and The Bank of New York, in its capacity as voting
trustee, to the Collateral Agent, as such agreement may be amended or
otherwise modified from time to time in accordance with its terms.

                  "New Marvel Shares" means all shares of capital stock of
Marvel issued after the date hereof and received by Andrews or any of its
Affiliates.

                  "New World" means New World Communications Group
Incorporated, a Delaware corporation.

                  "New World Acquisition" means the acquisition by News Corp.
of NWCG Holdings and the shares of Class B common stock of New World held by
New World Guarantor pursuant to the News Corp. Contract and related documents.

                  "New World Guarantor" means NWCG (Parent) Holdings
Corporation, a Delaware corporation.

                  "New World Guaranty" means the Fourth Amended and Restated
New World Guaranty dated as of December 16, 1996 made by New World Guarantor
in favor of the Lender Parties, the Term Credit Agreement Lenders, the Agents,
the Term Agents and the Collateral Agent, as such guaranty may be amended or
otherwise modified from time to time in accordance with its terms.

                  "New World Pledge Agreement" means the Second Amended and
Restated Pledge and Assignment Agreement dated as of December 16, 1996 made by
New World Guarantor to the Collateral Agent, as such agreement may be amended
or otherwise modified from time to time in accordance with its terms.

                  "Newco" means DROF Holdings Inc., a Delaware corporation.

                  "Newco Loan" means the loan by First Gibraltar to Newco in
an aggregate principal amount of $150,000,000 for the sole purpose of
purchasing the FN Holdings Preferred Stock.




<PAGE>


                                      29

                  "News Corp." means The News Corporation Limited, a South
Australia corporation.

                  "News Corp. Contract" means the Stock Purchase Agreement 
dated as of September 24, 1996 among New World Guarantor, News Corp. and Fox 
Television Stations, Inc., as such agreement may be amended, modified or 
supplemented in accordance with the terms of the Loan Documents.

                  "News Corp. Preferred ADRs" means the American Depositary 
Shares of News Corp., each of which represents four fully paid and 
nonassessable Preferred Limited Voting Ordinary Shares, of A $.50 each of 
News Corp., received by New World Guarantor pursuant to the terms of the News 
Corp. Contract.

                  "Nonratable Assignment" means an assignment by a Lender
Party pursuant to Section 8.07(a) of a portion of its rights and obligations
under this Agreement, other than an assignment of a uniform, and not a
varying, percentage of all of the rights and obligations of such Lender Party
under and in respect of all of the Facilities (other than the Letter of Credit
Facility).

                  "Notes" means the Tranche A Revolving Credit Notes and the
Tranche B Revolving Credit Notes.

                  "Notice of Borrowing" has the meaning specified in Section
2.02(a).

                  "Notice of Issuance" has the meaning specified in Section
2.03(a).

                  "Notice of Termination" has the meaning specified in Section
2.01(c).

                  "NWCG Holdings" means NWCG Holdings Corporation, a Delaware
corporation.

                  "Obligation" means, with respect to any Person, any payment,
performance or other obligation of such Person of any kind, including, without
limitation, any liability of such Person on any claim, whether or not the
right of any creditor to payment in respect of such claim is reduced to
judgment, liquidated, unliquidated, fixed, contingent, matured, disputed,
undisputed, legal, equitable, secured or unsecured, and whether or not such
claim is discharged, stayed or otherwise affected by any proceeding referred
to in Section 6.01(e). Without limiting the generality of the foregoing, the
Obligations of the Loan Parties under the Loan Documents include (a) the
obligation to pay principal, interest, Letter of Credit commissions, charges,
expenses, fees, attorneys' fees and disbursements, indemnities and other
amounts payable by any Loan Party under any Loan Document and (b) the
obligation



<PAGE>


                                      30

to reimburse any amount in respect of any of the foregoing that any Lender
Party, in its sole discretion, may elect to pay or advance on behalf of such
Loan Party.

                  "Original Credit Agreement" has the meaning specified in the
Preliminary Statements.

                  "Original Lenders" has the meaning specified in the
Preliminary Statements.

                  "Other Taxes" has the meaning specified in Section 2.13(b).

                  "Original Transaction" has the meaning specified in the
Preliminary Statements.

                  "Payment Obligations" shall mean all principal, interest,
fees, Letter of Credit commissions, charges, expenses, attorneys' fees and
expenses, indemnities and any other amounts payable by the Loan Parties under
the Loan Documents.

                  "PBGC" means the Pension Benefit Guaranty Corporation, or
any successor agency or entity performing substantially the same functions.

                  "Person" means an individual, partnership, corporation
(including a business trust), joint stock company, trust, unincorporated
association, joint venture or other entity, or a government or any political
subdivision or agency thereof.

                  "Plan" means a Single Employer Plan or a Multiple Employer
Plan.

                  "Pledge Agreements" means the C&F Pledge Agreement, the
Cigar Pledge Agreement, the Coleman Pledge Agreement, the Coleman Worldwide
Pledge Agreement, the Flavors Pledge Agreement, the Four Star Pledge
Agreement, the Mafco Pledge Agreement, the M&F Pledge Agreement, the New
Coleman Pledge Agreement, the New World Pledge Agreement, the Second Andrews
Pledge Agreement and, on and after the Revlon Inclusion Date, the Revlon
Pledge Agreement; provided, however, that, on and after the date of the sale,
monetization or other disposal by Mafco or any of its Subsidiaries of all of
the News Corp. Preferred ADRs, the New World Pledge Agreement shall no longer
be a "Pledge Agreement".

                  "Pro Rata Share" of any amount means, with respect to any
Lender at any time, the product of such amount times a fraction the numerator
of which is the amount of such Lender's Tranche A Revolving Credit Commitment
at such time and the denominator of which is the Tranche A Revolving Credit
Facility at such time.

                  "Register" has the meaning specified in Section 8.07(c).



<PAGE>


                                      31


                  "Related Documents" means the Coleman Tax Agreements, the FN
Tax Agreement and the MCG Tax Agreement.

                  "Required Lenders" means at any time Lenders owed or holding
at least a majority in interest of the sum of (a) the aggregate principal
amount of the Advances outstanding at such time, (b) the aggregate Available
Amount of all Letters of Credit outstanding at such time, (c) the aggregate
Unused Tranche A Revolving Credit Commitment and (d) the aggregate Unused
Tranche B Revolving Credit Commitment (provided that, for purposes hereof,
neither the Borrower, nor any of its Affiliates, if a Lender, shall be
included in (x) the Lenders holding such amount of the Advances or the
Available Amount of all Letters of Credit or having such amount of the Unused
Tranche A Revolving Credit Commitment or the Unused Tranche B Revolving Credit
Commitment or (y) determining the aggregate unpaid principal amount of the
Advances or the total Unused Tranche A Revolving Credit Commitment or the
total Unused Tranche B Revolving Credit Commitment); provided, however, that
if any Lender shall be a Defaulting Lender at such time, there shall be
excluded from the determination of Required Lenders at such time (i) the
aggregate principal amount of the Advances owing to such Lender (in its
capacity as a Lender) and outstanding at such time, (ii) such Lender's Pro
Rata Share of the aggregate Available Amount of all Letters of Credit issued
by such Lender as of such time, (iii) the aggregate Unused Tranche A Revolving
Credit Commitment of such Lender at such time and (iv) the aggregate Unused
Tranche B Revolving Credit Commitment of such Lender at such time. For
purposes of this definition, the aggregate principal amount of Letter of
Credit Advances owing to the Issuing Bank and the Available Amount of each
Letter of Credit shall be considered to be owed to the Tranche A Revolving
Credit Lenders ratably in accordance with their respective Tranche A Revolving
Credit Commitments.

                  "Revlon" means Revlon, Inc., a Delaware corporation.

                  "Revlon Guarantor" means Revlon Guarantor Corp., a Delaware
corporation.

                  "Revlon Guaranty" means the Revlon Guaranty to be made, at
the Borrower's option, by Revlon Guarantor in favor of the Lender Parties, the
Term Credit Agreement Lenders, the Agents, the Term Agents and the Collateral
Agent in substantially the form of Exhibit E-8, as such guaranty may be
amended or otherwise modified from time to time in accordance with its terms.

                  "Revlon Holdings Statement" shall mean a statement that the
sum of the fair market value of Revlon Worldwide Corporation plus the fair
market value of National Health Care Group, Inc. constitutes at least 95% of
the fair market value of Revlon Holdings Inc.

                  "Revlon Inclusion Date" means the date on which the
Administrative Agent and the Term Administrative Agent deliver a notice to the
Borrower that the Administrative



<PAGE>


                                      32

Agent or the Collateral Agent, as the case may be, shall have received, in
form and substance satisfactory to the Administrative Agent and in sufficient
copies for each Lender (or the requirement that such document be delivered
shall have been duly waived):

                           (i) certified copies of the resolutions of the
                  board of directors of Revlon Guarantor approving the Revlon
                  Guaranty and the Revlon Pledge Agreement, and of all
                  documents evidencing other necessary corporate action and
                  governmental approvals, if any, with respect to the Revlon
                  Guaranty and the Revlon Pledge Agreement;

                           (ii) a certificate of the Secretary or an Assistant
                  Secretary of Revlon Guarantor certifying the names and true
                  signatures of the officers of Revlon Guarantor authorized to
                  sign the Revlon Guaranty and the Revlon Pledge Agreement;

                           (iii) a copy of a certificate of the Secretary of
                  State of the state of incorporation of each of National
                  Health Care Group Inc., Revlon Guarantor, Revlon Holdings
                  Inc., Revlon Worldwide Corporation and Revlon, dated
                  reasonably near the Revlon Inclusion Date, listing the
                  charter of such Person and each amendment thereto on file in
                  his office and certifying that (A) such amendments are the
                  only amendments to such Person's charter on file in his
                  office, (B) such Person has paid all franchise taxes to the
                  date of such certificate and (C) such Person is duly
                  incorporated or organized and in good standing under the
                  laws of such state;

                           (iv) (A) a certificate of each of National Health
                  Care Group Inc., Revlon Guarantor, Revlon Holdings Inc. and
                  Revlon Worldwide Corporation signed on behalf of such Person
                  by its President or a Vice President and its Secretary or
                  any Assistant Secretary, dated as of the Revlon Inclusion
                  Date (the statements made in such certificate shall be true
                  on and as of the Revlon Inclusion Date), certifying as to
                  (1) the absence of any amendments to the charter of such
                  Person since the date of the Secretary of State's
                  certificate referred to in clause (iii) above, (2) the
                  trueness and correctness of the bylaws of such Person
                  attached to such certificate, (3) the due incorporation and
                  good standing of such Person as a corporation under the laws
                  of the relevant state of incorporation, and the absence of
                  any proceeding for the dissolution or liquidation of such
                  Person, (4) the truth in all material respects of the
                  representations and warranties made by such Person contained
                  in the Revlon Guaranty and the Revlon Pledge Agreement as
                  though made on and as of the Revlon Inclusion Date and (5)
                  the absence of any event occurring and continuing, or
                  resulting from the Revlon Inclusion Date, that constitutes a
                  Default and (B) a certificate of Revlon Guarantor signed on
                  behalf of Revlon

<PAGE>


                                      33

                  Guarantor by its President or a Vice President and its
                  Secretary or any Assistant Secretary, dated as of the Revlon
                  Inclusion Date (the statements made in such certificate
                  shall be true on and as of the Revlon Inclusion Date),
                  certifying as to (1) the absence of any amendments to the
                  charter of Revlon since the date of the Secretary of State's
                  Certificate referred to in clause (iii) above, (2) the
                  trueness and correctness of the bylaws of Revlon attached to
                  such certificate and (3) the due incorporation and good
                  standing of Revlon as a corporation organized under the laws
                  of the State of Delaware, and the absence of any proceeding
                  for the dissolution or liquidation of Revlon;

                           (v)      the Revlon Guaranty in substantially the
                  form of Exhibit E-8, duly executed by Revlon Guarantor;

                           (vi) the Revlon Pledge Agreement in substantially
                  the form of Exhibit F-12, duly executed by Revlon Guarantor,
                  together with (1) certificates representing the Pledged
                  Shares referred to in the Revlon Pledge Agreement
                  accompanied by undated stock powers executed in blank, (2)
                  acknowledgment copies or stamped receipt copies of financing
                  statements, duly filed on or before such date under the
                  Uniform Commercial Code of all jurisdictions that the
                  Administrative Agent may deem necessary or desirable in
                  order to perfect the Liens created by the Revlon Pledge
                  Agreement, covering the Collateral described in the Revlon
                  Pledge Agreement, and (3) completed requests for
                  information, dated on or before such date listing the
                  financing statements referred to in clause (2) above and all
                  other effective financing statements filed in the
                  jurisdictions referred to in clause (2) above that name
                  Revlon Guarantor, as debtor, together with copies of such
                  other financing statements;

                           (vii) certified copies of (A) a voting trust
                  agreement among Revlon Finance Corporation, Revlon
                  Guarantor, the Collateral Agent and The Bank of New York, as
                  voting trustee, in substantially the form of the voting
                  trust agreements delivered pursuant to Section
                  3.01(h)(xiii)(A) and (B) the charter of Revlon Guarantor,
                  the terms and conditions of which shall be substantially
                  similar to those contained in the charter of Coleman
                  Guarantor;

                           (viii) a letter, in form and substance satisfactory
                  to the Administrative Agent, from Revlon Guarantor to KPMG
                  Peat Marwick, independent certified public accountants,
                  advising such accountants that the Administrative Agent and
                  the Lenders have relied upon the financial statements of
                  Revlon in determining whether to enter into the Loan
                  Documents and have been authorized to exercise all rights of
                  Revlon to require such accountants to disclose any and all
                  financial statements and any other information of any kind
                  that they may have with respect to Revlon and its
                  Subsidiaries and directing



<PAGE>


                                      34

                  such accountants to comply with any reasonable request of
                  the Administrative Agent or any Lender for such information;
                  and

                           (ix) favorable opinions of counsel to Mafco
                  reasonably satisfactory to the Lenders, in form and
                  substance reasonably satisfactory to the Lenders.


                  "Revlon Pledge Agreement" means the Pledge Agreement to be
made, at the Borrower's option, by Revlon Guarantor to the Collateral Agent in
substantially the form of Exhibit F-12, as such agreement may be amended or
otherwise modified from time to time in accordance with its terms.

                  "Revlon Tax Agreements" shall have the meaning specified
in the Revlon Guaranty.

                  "Revolving Credit Facilities" means the Tranche A Revolving
Credit Facility and the Tranche B Revolving Credit Facility.

                  "Second Andrews Pledge Agreement" means the Second Amended
and Restated Non-Recourse Guaranty and Pledge Agreement dated as of December
16, 1996 made by Andrews and The Bank of New York, in its capacity as voting
trustee, to the Collateral Agent, as such agreement may be amended or
otherwise modified from time to time in accordance with its terms.

                  "Second Credit Agreement" has the meaning specified in the
Preliminary Statements.

                  "Second Lenders" has the meaning specified in the
Preliminary Statements.

                  "Second Mafco Collateral Account" has the meaning specified
in the Mafco Security Agreement.

                  "Second New FN Holdings Debt" means the 10-5/8% Senior
Subordinated Notes due 2003 issued by FN Escrow in an aggregate principal
amount equal to $575,000,000, which will be assumed by FN Holdings upon the
merger of FN Escrow with and into FN Holdings.

                  "Second New FN Holdings Debt Document" means the Indenture
dated as of September 19, 1996 between FN Escrow and The Bank of New York, as
trustee, in connection with the Second New FN Holdings Debt and any other
agreement or instrument which governs the terms of the Second New FN Holdings
Debt.




<PAGE>


                                      35

                  "Security Agreements" means the Borrower Security Agreement,
the Borrower Parent Security Agreement and the Mafco Security Agreement.

                  "Single Employer Plan" of any Person means a single employer
plan, as defined in Section 4001(a)(15) of ERISA, which is subject to Title IV
of ERISA, and (a) that is maintained for employees of such Person or any of
its ERISA Affiliates and no Person other than such Person and its ERISA
Affiliates or (b) in respect of which such Person or any of its ERISA
Affiliates could have liability under Section 4069 of ERISA in the event such
plan has been or were to be terminated.

                  "Solvent" and "Solvency" mean, with respect to any Person on
a particular date, that on such date (a) the fair value of the property of
such Person is greater than the total amount of liabilities, including,
without limitation, contingent liabilities, of such Person, (b) the present
fair salable value of the assets of such Person is not less than the amount
that will be required to pay the probable liability of such Person on its
debts as they become absolute and matured, (c) such Person does not intend to,
and does not believe that it will, incur debts or liabilities beyond such
Person's ability to pay as such debts and liabilities mature and (d) such
Person is not engaged in business or a transaction, and is not about to engage
in business or a transaction, for which such Person's property would
constitute an unreasonably small capital. The amount of contingent liabilities
at any time shall be computed as the amount that, in the light of all the
facts and circumstances existing at such time, represents the amount that can
reasonably be expected to become an actual or matured liability.

                  "Specified Holding Company Debt" means the 13% Subordinated
Debentures due March 1, 1999 issued by M&F pursuant to the Indenture dated as
of March 1, 1984 between M&F and the United States Trust Company of New York
and the 10% Senior Subordinated Debentures due 1999 issued by Andrews pursuant
to the Indenture dated as of June 4, 1990 between Andrews and First Trust of
California, National Association (as successor trustee to Security Pacific
National Trust Company (New York)).

                  "Standby Letter of Credit" means any Letter of Credit issued
under the Letter of Credit Facility, other than a Trade Letter of Credit.

                  "Stockholders Agreement" means the Stockholders Agreement
dated as of October 3, 1994, among FN Parent, FN Holdings and Gerald J. Ford,
as such agreement may be amended, modified or otherwise supplemented from time
to time with the consent of the Required Lenders.

                  "Subsidiary" of any Person means any corporation,
partnership, joint venture, trust or estate of which (or in which) more than
50% of (a) the Voting Stock of such corporation, (b) the interest in the
capital or profits of such partnership or joint venture or



<PAGE>


                                      36

(c) the beneficial interest in such trust or estate is at the time directly or
indirectly owned or controlled by such Person, by such Person and one or more
of its other Subsidiaries or by one or more of such Person's other
Subsidiaries; provided, however, that for all purposes of the Loan Documents,
Toy Biz, Inc. shall not be a Subsidiary of any of the Loan Parties.

                  "Supermajority Lenders" means at any time Lenders owed or
holding at least 67% of the sum of (a) the aggregate principal amount of the
Advances outstanding at such time, (b) the aggregate Available Amount of all
Letters of Credit outstanding at such time, (c) the aggregate Unused Revolving
Tranche A Credit Commitment and (d) the aggregate Unused Tranche B Revolving
Credit Commitment (provided that, for purposes hereof, neither the Borrower
nor any of its Affiliates, if a Lender, shall be included in (x) the Lenders
holding such amount of the Advances or the Available Amount of all Letters of
Credit or having such amount of the Unused Tranche A Revolving Credit
Commitment or the Unused Tranche B Revolving Credit Commitment or (y)
determining the aggregate unpaid principal amount of the Advances or the total
Unused Tranche A Revolving Credit Commitment or the total Tranche B Revolving
Credit Commitment); provided, however, that if any Lender shall be a
Defaulting Lender at such time, there shall be excluded from the determination
of Supermajority Lenders at such time (i) the aggregate principal amount of
the Advances owing to such Lender (in its capacity as a Lender) and
outstanding at such time, (ii) such Lender's Pro Rata Share of the aggregate
Available Amount of all Letters of Credit issued by such Lender at such time,
(iii) the aggregate Unused Tranche A Revolving Credit Commitment of such
Lender at such time and (iv) the aggregate Unused Tranche B Revolving Credit
Commitment of such Lender at such time. For purposes of this definition, the
aggregate principal amount of Letter of Credit Advances owing to the Issuing
Bank and the Available Amount of each Letter of Credit shall be considered to
be owed to the Tranche A Revolving Credit Lenders ratably in accordance with
their respective Tranche A Revolving Credit Commitments.

                  "Syndication Agent" has the meaning specified in the
recital of parties to this Agreement.

                  "Tax Certificate" has the meaning specified in Section
5.01(j)(xiii).

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

                  "Term Administrative Agent" has the meaning specified in
the Preliminary Statements.

                  "Term Agents" has the meaning specified in the Preliminary
Statements.

                  "Term Credit Agreement" has the meaning specified in the
Preliminary Statements.



<PAGE>


                                      37


                  "Term Credit Agreement Lenders" has the meaning specified
in the Preliminary Statement.

                  "Term Credit Agreement Termination Date" means the date on
which all "Payment Obligations" (as defined in the Term Credit Agreement)
shall have been "Fully Satisfied" (as defined in the Term Credit Agreement).

                  "Term Documentation Agent" has the meaning specified in
the Preliminary Statements.

                  "Term Facilities" means the "Term Facilities" as defined
in the Term Credit Agreement.

                  "Term Syndication Agent" has the meaning specified in the
Preliminary Statements.

                  "Third Credit Agreement" has the meaning specified in the
Preliminary Statements.

                  "Third Lenders" has the meaning specified in the Preliminary
Statements.

                  "Trade Letter of Credit" means any Letter of Credit that is
issued under the Letter of Credit Facility for the benefit of a supplier of
inventory to the Borrower or any of its Subsidiaries to effect payment for
such Inventory.

                  "Tranche A Revolving Credit Advance" has the meaning
specified in Section 2.01(a).

                  "Tranche A Revolving Credit Borrowing" means a borrowing
consisting of simultaneous Tranche A Revolving Credit Advances of the same
Type made by the Tranche A Revolving Credit Lenders.

                  "Tranche A Revolving Credit Commitment" means, with respect
to any Tranche A Revolving Credit Lender at any time, the amount set forth
opposite such Lender's name on Schedule I hereto under the caption "Tranche A
Revolving Credit Commitment" or, if such Lender has entered into one or more
Assignments and Acceptances, set forth for such Lender in the Register
maintained by the Administrative Agent pursuant to Section 8.07(c) as such
Lender's "Tranche A Revolving Credit Commitment", as such amount may be
reduced at or prior to such time pursuant to Section 2.05.



<PAGE>


                                      38

                  "Tranche A Revolving Credit Facility" means, at any time,
the aggregate amount of the Tranche A Revolving Credit Lenders' Tranche A
Revolving Credit Commitments at such time.

                  "Tranche A Revolving Credit Lender" means any Lender that
has a Tranche A Revolving Credit Commitment.

                  "Tranche A Revolving Credit Note" means a promissory note of
the Borrower payable to the order of any Tranche A Revolving Credit Lender, in
substantially the form of Exhibit A-1 hereto, evidencing the aggregate
indebtedness of the Borrower to such Tranche A Revolving Credit Lender
resulting from the Tranche A Revolving Credit Advances made by such Tranche A
Revolving Credit Lender.

                  "Tranche A Termination Date" means the earlier of (a) June
3, 1999 or (b) the date of termination in whole of the Letter of Credit
Commitments and the Tranche A Revolving Credit Commitments pursuant to Section
2.05 or 6.01.

                  "Tranche B Revolving Credit Advance" has the meaning
specified in Section 2.01(b).

                  "Tranche B Revolving Credit Borrowing" means a borrowing
consisting of simultaneous Tranche B Revolving Credit Advances of the same
Type made by the Tranche B Revolving Credit Lenders.

                  "Tranche B Revolving Credit Commitment" means, with respect
to any Tranche B Revolving Credit Lender at any time, the amount set forth
opposite such Lender's name on Schedule I hereto under the caption "Tranche B
Revolving Credit Commitment" or, if such Lender has entered into one or more
Assignments and Acceptances, set forth for such Lender in the Register
maintained by the Administrative Agent pursuant to Section 8.07(c) as such
Lender's "Tranche B Revolving Credit Commitment", as such amount may be
reduced at or prior to such time pursuant to Section 2.05.

                  "Tranche B Revolving Credit Facility" means, at any time,
the aggregate amount of the Tranche B Revolving Credit Lenders' Tranche B
Revolving Credit Commitments at such time.

                  "Tranche B Revolving Credit Lender" means any Lender that
has a Tranche B Revolving Credit Commitment.

                  "Tranche B Revolving Credit Note" means a promissory note of
the Borrower payable to the order of any Tranche B Revolving Credit Lender, in
substantially the form of Exhibit A-2 hereto, evidencing the aggregate
indebtedness of the Borrower to such Tranche


<PAGE>


                                      39

B Revolving Credit Lender resulting from the Tranche B Revolving Credit
Advances made by such Tranche B Revolving Credit Lender.

                  "Tranche B Termination Date" means the earliest of (a) June
30, 1997, (b) the date of the termination (and abandonment) of the News Corp.
Contract, (c) the date of the sale, monetization or other disposal by Mafco or
any of its Subsidiaries of all of the News Corp. Preferred ADRs or (d) the
date of termination in whole of the Tranche B Revolving Credit Commitments
pursuant to Section 2.05 or 6.01.

                  "Treasury Regulations" means the temporary and final
regulations promulgated under the Internal Revenue Code of 1986, as amended
from time to time.

                  "Type" refers to the distinction between Advances bearing
interest at the Base Rate and Advances bearing interest at the Eurodollar
Rate.

                  "Unfunded Pension Liabilities" with respect to any Plan
means the excess, if any, of its accumulated benefit obligation ("ABO"), as
determined in accordance with Statement of Financial Accounting Standards No.
87 or any successor thereto ("FAS 87") over the fair market value of its
assets (as of such date) (provided that in determining the ABO for this
purpose, the interest, mortality and other relevant actuarial assumptions used
to fund such Plan as of its most recent actuarial valuation) shall be used
instead of the interest, mortality and other relevant actuarial assumptions
that would otherwise be prescribed by FAS 87.

                  "Unused Tranche A Revolving Credit Commitment" means, with
respect to any Tranche A Revolving Credit Lender at any time, (a) such
Lender's Tranche A Revolving Credit Commitment at such time minus (b) the sum
of (i) the aggregate principal amount of all Tranche A Revolving Credit
Advances and Letter of Credit Advances made by such Lender (in its capacity as
a Lender) pursuant to Sections 2.02(a) and 2.03(c), respectively, and
outstanding at such time, plus (ii) such Lender's Pro Rata Share of (A) the
aggregate Available Amount of all Letters of Credit outstanding at such time
and (B) the aggregate principal amount of all Letter of Credit Advances made
by the Issuing Bank pursuant to Section 2.03(c) and outstanding at such time.

                  "Unused Tranche B Revolving Credit Commitment" means, with
respect to any Tranche B Revolving Credit Lender at any time, (a) such
Lender's Tranche B Revolving Credit Commitment at such time minus (b) the
aggregate principal amount of all Tranche B Revolving Credit Advances made by
such Lender (in its capacity as a Lender) pursuant to Section 2.02(b) and
outstanding at such time.

                  "Voting Stock" means capital stock issued by a corporation,
or equivalent interests in any other Person, the holders of which are
ordinarily, in the absence of



<PAGE>


                                      40

contingencies, entitled to vote for the election of directors (or persons
performing similar functions) of such Person, even though the right so to vote
has been suspended by the happening of such a contingency.

                  "Welfare Plan" means a welfare plan, as defined in Section
3(1) of ERISA.

                  "Withdrawal Liability" has the meaning specified in Part I
of Subtitle E of Part IV of ERISA.

                  SECTION 1.02. Computation of Time Periods. In this Agreement
in the computation of periods of time from a specified date to a later
specified date, the word "from" means "from and including" and the words "to"
and "until" each means "to but excluding".

                  SECTION 1.03.  Accounting Terms.  All accounting terms not
specifically defined herein shall be construed in accordance with GAAP.


                                  ARTICLE II

                       AMOUNTS AND TERMS OF THE ADVANCES
                           AND THE LETTERS OF CREDIT

                  SECTION 2.01. The Advances. (a) The Tranche A Revolving
Credit Advances. Each Tranche A Revolving Credit Lender severally agrees, on
the terms and conditions hereinafter set forth, to make advances (each a
"Tranche A Revolving Credit Advance") to the Borrower from time to time on any
Business Day during the period from the date hereof until the Tranche A
Termination Date in an aggregate amount not to exceed at any time outstanding
such Lender's Tranche A Revolving Credit Commitment on such Business Day;
provided, however, that (x) on each day, after giving effect to any Tranche A
Revolving Credit Borrowing on such day, the sum of (i) the aggregate amount of
the Tranche A Revolving Credit Advances (other than, on and after the Tranche
B Termination Date, an aggregate principal amount of Tranche A Revolving
Credit Advances outstanding on such day equal to the lesser of (x) $50,000,000
and (y) an amount equal to the LYONS Utilization on such day) outstanding on
such day plus (ii) the aggregate amount of the Letter of Credit Advances
outstanding on such day plus (iii) the aggregate Available Amount of all
Letters of Credit outstanding on such day, shall not exceed an amount equal to
the aggregate Tranche A Revolving Credit Commitments of the Lenders on such
day less (iv) on and after the Tranche B Termination Date, $50,000,000 and (y)
on each day (on and after the Tranche B Termination Date) on or before the
date that the LYONS Utilization equals or exceeds $50,000,000, after giving
effect to any Tranche A Revolving Credit Borrowing on such day, the aggregate
Unused Tranche A Revolving Credit Commitments of all the Lenders shall not


<PAGE>


                                      41

be less than the excess, if any, of (1) $50,000,000 over (2) an amount equal
to the LYONS Utilization on such day. Each Tranche A Revolving Credit
Borrowing shall be in an aggregate amount not less than $5,000,000 or an
integral multiple of $1,000,000 in excess thereof (other than a Tranche A
Revolving Credit Borrowing the proceeds of which shall be used solely to repay
or prepay in full outstanding Letter of Credit Advances) and shall consist of
Tranche A Revolving Credit Advances made on the same day by the Tranche A
Revolving Credit Lenders ratably according to their Tranche A Revolving Credit
Commitments. Within the limits of each Tranche A Revolving Credit Lender's
Unused Tranche A Revolving Credit Commitment in effect from time to time, the
Borrower may borrow under this Section 2.01(a), prepay pursuant to Section
2.06(a) and reborrow under this Section 2.01(a); provided, however, that to
the extent the Borrower makes an optional prepayment of the Tranche A
Revolving Credit Advances pursuant to Section 2.06(a) from funds on deposit in
the Mafco Collateral Account that constitute Net Cash Proceeds of an Asset
Sale that are required, pursuant to the provisions of Section 7(q) of the
Mafco Guaranty, to be applied to prepay or repay outstanding Debt of any A
Company, a portion of the Tranche A Revolving Credit Facility equal to the
amount of such prepayment shall only be available (x) to repay or prepay
outstanding Debt of any A Company or (y) to be redeposited in the Mafco
Collateral Account.

                  (b) The Tranche B Revolving Credit Advances. Each Tranche B
Revolving Credit Lender severally agrees, on the terms and conditions
hereinafter set forth, to make advances (each a "Tranche B Revolving Credit
Advance") to the Borrower from time to time on any Business Day during the
period from the date hereof until the Tranche B Termination Date in an
aggregate amount not to exceed at any time outstanding such Lender's Tranche B
Revolving Credit Commitment on such Business Day. Each Tranche B Revolving
Credit Borrowing shall be in an aggregate amount not less than $5,000,000 or
an integral multiple of $1,000,000 in excess thereof and shall consist of
Tranche B Revolving Credit Advances made on the same day by the Tranche B
Revolving Credit Lenders ratably according to their Tranche B Revolving Credit
Commitments. Within the limits of each Tranche B Revolving Credit Lender's
Unused Tranche B Revolving Credit Commitment in effect from time to time, the
Borrower may borrow under this Section 2.01(b), prepay pursuant to Section
2.06(a) and reborrow under this Section 2.01(b).

                  (c) Letters of Credit. The Issuing Bank agrees, on the terms
and conditions hereinafter set forth, to issue letters of credit (the "Letters
of Credit") for the account of the Borrower from time to time on any Business
Day during the period from the date hereof until 60 days before the Tranche A
Termination Date (i) in an aggregate Available Amount for all Letters of
Credit not to exceed at any time the Issuing Bank's Letter of Credit
Commitment at such time and (ii) in an Available Amount for each such Letter
of Credit not to exceed the least of (x) the Letter of Credit Facility at such
time, (y) the Unused Tranche A Revolving Credit Commitments of the Lenders at
such time and (z) an amount equal to the aggregate Tranche A Revolving Credit
Commitments of the

<PAGE>


                                      42

Lenders at such time, less the Tranche A Revolving Credit Advances (other
than, on and after the Tranche B Termination Date, an aggregate principal
amount of Tranche A Revolving Credit Advances outstanding at such time equal
to the lesser of (1) $50,000,000 and (2) an amount equal to the LYONS
Utilization on such day) outstanding at such time, less the aggregate
Available Amount of all Letters of Credit outstanding at such time, less, on
and after the Tranche B Termination Date, $50,000,000. No Letter of Credit
shall have an expiration date (including all rights of the Borrower or the
beneficiary to require renewal) later than the earlier of 60 days before the
Tranche A Termination Date and (A) in the case of a Standby Letter of Credit,
one year after the date of issuance thereof, but may by its terms be
automatically renewable annually unless the Issuing Bank has notified the
Borrower (with a copy to the Administrative Agent) on or after the 60th
Business Day prior to the first anniversary (or any subsequent anniversary) of
the date of issuance thereof but in any event at least 30 Business Days prior
to the date of automatic renewal of its election not to renew such Standby
Letter of Credit (a "Notice of Termination") and (B) in the case of a Trade
Letter of Credit, 60 days after the date of issuance thereof; provided,
however, that the terms of each Standby Letter of Credit that is automatically
renewable annually shall (x) require the Issuing Bank to give the beneficiary
named in such Standby Letter of Credit notice of any Notice of Termination,
(y) permit such beneficiary, upon receipt of such notice, to draw under such
Standby Letter of Credit prior to the date such Standby Letter of Credit
otherwise would have been automatically renewed and (z) not permit the
expiration date (after giving effect to any renewal) of such Standby Letter of
Credit in any event to be extended to a date later than 60 days before the
Termination Date. If a Notice of Termination is given by the Issuing Bank
pursuant to the immediately preceding sentence, such Standby Letter of Credit
shall expire on the date on which it otherwise would have been automatically
renewed. Within the limits of the Letter of Credit Facility, and subject to
the limits referred to above, the Borrower may request the issuance of Letters
of Credit under this Section 2.01(c), repay any Letter of Credit Advances
resulting from drawings thereunder pursuant to Section 2.03(c) and request the
issuance of additional Letters of Credit under this Section 2.01(c).

                  (d) Clean-Down. Notwithstanding the provisions of Sections
2.01(a) and 2.01(c), no Tranche A Revolving Credit Borrowings may be made
under Section 2.01(a) during any Clean-Down Period, other than, on or before
the date on which the LYONS Utilization equals or exceeds $50,000,000, Tranche
A Revolving Credit Borrowings in respect of which the Borrower certifies that
the proceeds of such Tranche A Revolving Credit Borrowing shall be used solely
to purchase Coleman Worldwide LYONS or to make the payment in cash of the
exchange price to a holder of Coleman Worldwide LYONS in respect of such
holder's Coleman Worldwide LYONS.

                  SECTION 2.02.  Making the Advances.  (a)  Except as
otherwise provided in Section 2.16, each Borrowing shall be made on notice
given not later than 11:00 A.M. (New York City time) on the first Business Day
prior to the date of a proposed Borrowing


<PAGE>


                                      43

consisting of Base Rate Advances or the third Business Day prior to the date
of a proposed Borrowing consisting of Eurodollar Rate Advances, by the
Borrower to the Administrative Agent, which shall give to each Lender prompt
notice thereof by telecopier, telex or cable. Each such notice of a Borrowing
(a "Notice of Borrowing") shall be by telecopier, telex or cable, and, with
respect to a Notice of Borrowing by telex or cable, confirmed immediately
thereafter in writing, in substantially the form of Exhibit C hereto,
specifying therein the requested (i) date of such Borrowing, (ii) Facility
under which such Borrowing is to be made, (iii) Type of Advances comprising
such Borrowing, (iv) aggregate amount of such Borrowing and (v) Interest
Period for each Eurodollar Rate Advance included in such Borrowing. In the
case of a proposed Borrowing comprised of Eurodollar Rate Advances, the
Administrative Agent shall promptly notify the Borrower and each Lender of the
applicable interest rate under Section 2.07(a)(ii). Each Appropriate Lender
shall, before 12:00 noon (New York City time) on the date of such Borrowing,
make available for the account of its Applicable Lending Office to the
Administrative Agent at the Administrative Agent's Account, in same day funds,
such Lender's ratable portion of such Borrowing in accordance with the
respective Commitments under the applicable Facility of such Lender and the
other Appropriate Lenders. After the Administrative Agent's receipt of such
funds and upon fulfillment of the applicable conditions set forth in Article
III, the Administrative Agent will make such funds available by crediting the
Borrower's Account.

                  (b) Each Notice of Borrowing shall be irrevocable and
binding on the Borrower. In the case of any Borrowing that the related Notice
of Borrowing specifies is to be comprised of Eurodollar Rate Advances, the
Borrower shall indemnify each Appropriate Lender against any loss, cost or
expense incurred by such Lender as a result of any failure to fulfill on or
before the date specified in such Notice of Borrowing for such Borrowing the
applicable conditions set forth in Article III, including, without limitation,
any loss, cost or expense incurred by reason of the liquidation or
reemployment of deposits or other funds acquired by such Lender to fund the
Advance to be made by such Lender as part of such Borrowing when such Advance,
as a result of such failure, is not made on such date.

                  (c) Unless the Administrative Agent shall have received
notice from an Appropriate Lender prior to the date of any Borrowing under a
Facility under which such Lender has a Commitment that such Lender will not
make available to the Administrative Agent such Lender's ratable portion of
such Borrowing, the Administrative Agent may assume, or at its option request
confirmation from such Lender, that such Lender has made such portion
available to the Administrative Agent on the date of such Borrowing in
accordance with subsection (a) of this Section 2.02 and the Administrative
Agent may, in reliance upon such assumption or confirmation (as the case may
be), make available to the Borrower on such date a corresponding amount. If
and to the extent that such Lender shall not have so made such ratable portion
available to the Administrative Agent, such Lender and the Borrower severally
agree to repay to the Administrative Agent forthwith on demand such
corresponding amount together with interest thereon, for each day from the
date such



<PAGE>


                                      44

amount is made available to the Borrower until the date such amount is repaid
to the Administrative Agent, at (i) in the case of the Borrower, the interest
rate applicable at such time under Section 2.07 to Advances comprising such
Borrowing and (ii) in the case of such Lender, the cost (expressed as a rate
per annum) to the Administrative Agent of funding such Lender's ratable
portion; provided, however, that, upon the request of such Lender, the
Administrative Agent shall provide such Lender with a certificate as to the
calculation of such amount. If such Lender shall repay to the Administrative
Agent such corresponding amount, such amount so repaid shall constitute such
Lender's Advance as part of such Borrowing for purposes of this Agreement.

                  (d) The failure of any Lender to make the Advance to be made
by it as part of any Borrowing shall not relieve any other Lender of its
obligation, if any, hereunder to make its Advance on the date of such
Borrowing, but no Lender shall be responsible for the failure of any other
Lender to make the Advance to be made by such other Lender on the date of any
Borrowing.

                  (e) The Borrower may not request a Borrowing comprised of
Eurodollar Rate Advances or, pursuant to Section 2.11, Convert Base Rate
Advances into Eurodollar Rate Advances or select a new Interest Period for
existing Eurodollar Rate Advances if, after the making or Conversion of such
Advances or the selection of such Interest Period, the number of outstanding
Borrowings comprised of Eurodollar Rate Advances having different Interest
Periods (whether of different duration or commencing on different dates) would
exceed 6.

                  SECTION 2.03. Issuance of and Drawings and Reimbursement
Under Letters of Credit. (a) Request for Issuance. Each Letter of Credit shall
be issued upon notice, given not later than 11:00 A.M. (New York City time) on
the seventh Business Day prior to the date of the proposed issuance of such
Letter of Credit, by the Borrower to the Issuing Bank, which shall give to the
Administrative Agent and each Tranche A Revolving Credit Lender prompt notice
thereof by telex or telecopier. Each such notice of issuance of a Letter of
Credit (a "Notice of Issuance") shall be by telephone, confirmed immediately
in writing, or telex or telecopier, specifying therein the requested (A) date
of such issuance (which shall be a Business Day), (B) Available Amount of such
Letter of Credit, (C) expiration date of such Letter of Credit, (D) name and
address of the beneficiary of such Letter of Credit and (E) form of such
Letter of Credit, and shall be accompanied by such application and agreement
for letter of credit as such Issuing Bank may specify to the Borrower for use
in connection with such requested Letter of Credit (a "Letter of Credit
Agreement"). If the requested form of such Letter of Credit is acceptable to
the Issuing Bank in its sole discretion, the Issuing Bank will, upon
fulfillment of the applicable conditions set forth in Article III, make such
Letter of Credit available to the Borrower at its office referred to in
Section 8.02 or as otherwise agreed with the Borrower in connection with such
issuance. In


<PAGE>


                                      45

the event and to the extent that the provisions of any Letter of Credit
Agreement shall conflict with this Agreement, the provisions of this Agreement
shall govern.

                  (b) Letter of Credit Reports. The Issuing Bank shall furnish
(A) to the Administrative Agent and the Borrower on the first Business Day of
each week during which one or more Letters of Credit have been issued or drawn
upon, a written report summarizing issuance and expiration dates of Letters of
Credit issued during the previous week and drawings during such week under all
Letters of Credit issued, (B) to each Tranche A Revolving Credit Lender and
the Borrower on the first Business Day of each month a written report
summarizing issuance and expiration dates of Letters of Credit issued during
the preceding month and drawings during such month under all Letters of Credit
and (C) to the Administrative Agent, each Tranche A Revolving Credit Lender
and the Borrower on the first Business Day of each calendar quarter a written
report setting forth the average daily aggregate Available Amount during the
preceding calendar quarter of all Letters of Credit.

                  (c) Drawing and Reimbursement. The payment by the Issuing
Bank of a draft drawn under any Letter of Credit shall constitute for all
purposes of this Agreement the making by the Issuing Bank of a Letter of
Credit Advance, in the amount of such draft, which shall be a Base Rate
Advance until the third Business Day after the date which the Borrower shall
have delivered a L/C Certificate in respect of such Letter of Credit Advance
which specified that such Advance shall be a Eurodollar Advance. Upon written
demand by the Issuing Bank, with a copy of such demand to the Administrative
Agent, each Tranche A Revolving Credit Lender shall purchase from the Issuing
Bank, and the Issuing Bank shall sell and assign to each such Tranche A
Revolving Credit Lender, such Lender's Pro Rata Share of such outstanding
Letter of Credit Advance as of the date of such purchase, by making available
for the account of its Applicable Lending Office to the Administrative Agent
for the account of the Issuing Bank, by deposit to the Administrative Agent's
Account, in same day funds, an amount equal to the portion of the outstanding
principal amount of such Letter of Credit Advance to be purchased by such
Lender. Promptly after receipt thereof, the Administrative Agent shall
transfer such funds to the Issuing Bank. The Borrower hereby agrees to each
such sale and assignment. Each Tranche A Revolving Credit Lender irrevocably
and unconditionally agrees to purchase its Pro Rata Share of an outstanding
Letter of Credit Advance on (i) the Business Day on which demand therefor is
made by the Issuing Bank, provided notice of such demand is given not later
than 11:00 A.M. (New York City time) on such Business Day or (ii) the first
Business Day next succeeding such demand if notice of such demand is given
after such time. Upon any such assignment by the Issuing Bank to any other
Lender of a portion of a Letter of Credit Advance, the Issuing Bank represents
and warrants to such other Lender that the Issuing Bank is the legal and
beneficial owner of such interest being assigned by it, free and clear of any
liens, but makes no other representation or warranty and assumes no
responsibility with respect to such Letter of Credit Advance, the Loan
Documents or any Loan Party. If and to the extent that any Tranche A Revolving
Credit Lender shall not have so made the amount of



<PAGE>


                                      46

such Letter of Credit Advance available to the Administrative Agent, such
Tranche A Revolving Credit Lender agrees to pay to the Administrative Agent
forthwith on demand such amount together with interest thereon, for each day
from the date of demand by the Issuing Bank until the date such amount is paid
to the Administrative Agent, at the Federal Funds Rate for its account or the
account of the Issuing Bank, as applicable. If such Lender shall pay to the
Administrative Agent such amount for the account of the Issuing Bank on any
Business Day, such amount so paid in respect of principal shall constitute a
Letter of Credit Advance made by such Lender on such Business Day for purposes
of this Agreement, and the outstanding principal amount of the Letter of
Credit Advance made by the Issuing Bank shall be reduced by such amount on
such Business Day.

                  (d) Failure to Make Letter of Credit Advances. The failure
of any Tranche A Revolving Credit Lender to make the Letter of Credit Advance
to be made by it on the date specified in Section 2.03(c) shall not relieve
any other Tranche A Revolving Credit Lender of its obligation hereunder to
make its Letter of Credit Advance on such date, but no Tranche A Revolving
Credit Lender shall be responsible for the failure of any other Tranche A
Revolving Credit Lender to make the Letter of Credit Advance to be made by
such other Tranche A Revolving Credit Lender on such date.

                  SECTION 2.04.  Repayment.  (a)  Tranche A Revolving Credit
Advances. The Borrower shall repay to the Administrative Agent for the ratable
account of the Tranche A Revolving Credit Lenders on the Tranche A Termination
Date the aggregate principal amount of the Tranche A Revolving Credit Advances
then outstanding.

                  (b) Tranche B Revolving Credit Advances. The Borrower shall
repay to the Administrative Agent for the ratable account of the Tranche B
Revolving Credit Lenders on the Tranche B Termination Date the aggregate
principal amount of the Tranche B Revolving Credit Advances then outstanding.

                  (c) Letter of Credit Advances. (i) The Borrower shall repay
to the Administrative Agent for the account of the Issuing Bank and each other
Tranche A Revolving Credit Lender that has made a Letter of Credit Advance on
the Tranche A Termination Date the outstanding principal amount of each Letter
of Credit Advance made by each of them; provided, however, that if the
Borrower fails to deliver a L/C Certificate in respect of such Letter of
Credit Advance on the Business Day following the date on which the Issuing
Bank paid a draft drawn under a Letter of Credit which resulted in such Letter
of Credit Advance, the Borrower shall repay such Letter of Credit Advance on
demand.

                  (ii) The Obligations of the Borrower under this Agreement,
any Letter of Credit Agreement and any other agreement or instrument relating
to any Letter of Credit shall be unconditional and irrevocable, and shall be
paid strictly in accordance with the terms




<PAGE>


                                      47

of this Agreement, such Letter of Credit Agreement and such other agreement or
instrument under all circumstances, including, without limitation, the
following circumstances:

                  (A) any lack of validity or enforceability of any Loan
         Document, any Letter of Credit Agreement, any Letter of Credit or any
         other agreement or instrument relating thereto (all of the foregoing
         being, collectively, the "L/C Related Documents");

                  (B) any change in the time, manner or place of payment of,
         or in any other term of, all or any of the Obligations of the
         Borrower in respect of any L/C Related Document or any other
         amendment or waiver of or any consent to departure from all or any of
         the L/C Related Documents;

                  (C) the existence of any claim, set-off, defense or other
         right that the Borrower may have at any time against any beneficiary
         or any transferee of a Letter of Credit (or any Persons for whom any
         such beneficiary or any such transferee may be acting), the Issuing
         Bank or any other Person, whether in connection with the transactions
         contemplated by the L/C Related Documents or any unrelated
         transaction;

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

                  (E) payment by the Issuing Bank under a Letter of Credit
         against presentation of a draft or certificate that does not strictly
         comply with the terms of such Letter of Credit;

                  (F) any exchange, release or non-perfection of any
         Collateral or other collateral, or any release or amendment or waiver
         of or consent to departure from any Guaranty or any other guarantee,
         for all or any of the Obligations of the Borrower in respect of the
         L/C Related Documents; or

                  (G) any other circumstance or happening whatsoever, whether
         or not similar to any of the foregoing, including, without
         limitation, any other circumstance that might otherwise constitute a
         defense available to, or a discharge of, the Borrower or a guarantor.

                  SECTION 2.05. Termination or Reduction of the Commitments.
(a) Optional. The Borrower shall have the right, upon at least three Business
Days' prior notice to the Administrative Agent, to terminate in whole or
reduce ratably in part the unused portions of the Letter of Credit Facility,
the Unused Tranche A Revolving Credit Commitments and the Unused Tranche B
Revolving Credit Commitments; provided that each



<PAGE>


                                      48

partial reduction of a Facility (i) shall be in an aggregate amount of
$10,000,000 or an integral multiple of $1,000,000 in excess thereof and (ii)
shall be made ratably among the Appropriate Lenders in accordance with their
Commitments with respect to such Facility.

                  (b) Mandatory. (i) On any date (A) on which a cash equity
contribution is deposited in the Borrower Collateral Account as a result of a
loan made by First Gibraltar to the Borrower Parent pursuant to the terms of
the First Gibraltar Loan Agreement or on which a deposit of amounts paid under
or in connection with any Related Documents is made to the Mafco Collateral
Account or on which a deposit of amounts constituting Net Cash Proceeds from
an Asset Sale is made to the Mafco Collateral Account and (B) either (I) a
Default has occurred and is continuing, (II) the Borrower fails to deliver a
Look-Forward Certificate or a Deposit Certificate with respect to such deposit
in accordance with the terms of section 5.01(k) or (III) the Marvel IV
Required Lenders determine, in their reasonable discretion, within 15 Business
Days following the date of the receipt of the Look-Forward Certificate or
within 2 Business Days following the date of the receipt of Deposit
Certificate, as the case may be, referred to in clause (B)(II), that the pro
forma amounts available to be loaned by First Gibraltar to Borrower Parent,
together with amounts received by Mafco pursuant to or in connection with any
Related Document, will be less than $8 million in any calendar quarter or will
not be sufficient to pay interest on the Advances then outstanding, the
Revolving Credit Facilities shall be automatically and permanently reduced by
an amount equal to the excess of (x) the amount of such cash equity
contribution or the amount on deposit in the Mafco Collateral Account, as the
case may be, plus any interest on Collateral Investments made with such
contribution or deposit over (y) the sum of the amount of interest and fees
then due and payable in respect of the Facilities plus the amount of expenses
of the Administrative Agent (including the reasonable fees and expenses of
counsel to the Administrative Agent) then due and payable. Each such reduction
of the Facilities shall be applied ratably first to the Tranche A Revolving
Credit Facility and second to the Tranche B Revolving Credit Facility. Each
such reduction of a Facility shall be made ratably among the Appropriate
Lenders in accordance with their Commitments with respect to such Facility.
Any such amounts remaining after the foregoing application shall be applied as
set forth in Section 2.05(b)(i) of the Term Credit Agreement.

                  (ii)     The Revolving Credit Facilities shall be
automatically and permanently reduced:

                  (A) on the date of receipt by any A Company of the Net Cash
         Proceeds of issuances, sales or liquidations of any capital stock
         (including any securities convertible into or exchangeable for
         capital stock or any warrants, rights or options to acquire capital
         stock) of any A Company (other than (x) any Net Cash Proceeds in
         respect of any Asset Sale and (y) the preferred stock to be issued by
         FN Holdings in exchange for the preferred stock of FN Escrow upon
         consummation of the merger of



<PAGE>


                                      49

         FN Escrow with and into FN Holdings which preferred stock will be
         redeemed in full concurrently with or immediately after the
         consummation of such merger),

                  (B) on the date of receipt by any A Company of any
         dividends, other distributions or any loans or advances made in
         respect of the capital stock of any other A Company (other than FN
         Holdings and FN Parent) (provided that this clause (B) shall not
         apply to the receipt by any A Company of any dividends, other
         distributions or any loans or advances made in respect of all or any
         portion of the proceeds received by Mafco or any of its Subsidiaries
         from any Asset Sale or any sale, lease, transfer or other disposition
         specified in clauses (i) through (v) of the definition of "Asset
         Sale",

                  (C) on the date of receipt by any A Company of the proceeds
         of distributions, dividends or any loans or advances made on account
         of or as a result of the issuance, sale or liquidation of any capital
         stock (including any securities convertible into or exchangeable for
         capital stock or any warrants, rights or options to acquire capital
         stock but excluding any Asset Sale) of, or the sale, issuance or
         incurrence of any Debt by, any Designated Operating Company, and

                  (D) on the date of receipt by any A Company of the Net Cash
         Proceeds from the sale, issuance or incurrence by any A Company of
         any Debt (other than any sale, issuance or incurrence by Revlon
         Holdings Inc. of any Debt to any of its Subsidiaries),

by an amount equal to the excess of (x) the amount so received (except, in
each case, to the extent (1) required pursuant to the terms of any agreement
or instruments relating to Debt existing on the date hereof or otherwise
approved by the Marvel IV Required Lenders of any A Company or Designated
Operating Company to prepay or redeem or purchase such Debt or (2) prohibited
to be so applied by the terms of any agreement or instrument relating to Debt
existing on the date hereof or otherwise approved by the Marvel IV Required
Lenders of any A Company or Designated Operating Company) over (y) the sum of
the amount of interest and fees then due and payable in respect of the
Facilities plus the amount of expenses of the Administrative Agent (including
the reasonable fees and expenses of counsel to the Administrative Agent) then
due and payable. Each such reduction of the Revolving Credit Facilities shall
be applied ratably first to the Tranche A Revolving Credit Facility and second
to the Tranche B Revolving Credit Facility. Each such reduction of a Revolving
Credit Facility shall be made ratably among the Appropriate Lenders in
accordance with their Commitments with respect to such Revolving Credit
Facility. Any such amounts remaining after the foregoing application shall be
applied as set forth in Section 2.05(b)(ii) of the Term Credit Agreement.




<PAGE>


                                      50

                  (iii) On the date of receipt by Mafco or any of its
Subsidiaries (other than the Bank and its Subsidiaries) of the Net Cash
Proceeds from the sale, transfer or other disposition of (x) all or any
portion of the capital stock of the Bank (other than any issuance by the Bank
or any Subsidiary of the Bank of capital stock) or (y) any asset of the Bank,
the Revolving Credit Facilities shall be automatically and permanently reduced
by an amount equal to the excess of (A) such Net Cash Proceeds (other than the
portion of such Net Cash Proceeds required to be paid to the holders of the
Class B common stock of FN Holdings and the holders of the FN Holdings
Preferred Stock) over (B) the sum of the amount of interest and fees then due
and payable in respect of the Facilities plus the amount of expenses of the
Administrative Agent (including the reasonable fees and expenses of counsel to
the Administrative Agent) then due and payable. Each such reduction of the
Revolving Credit Facilities shall be applied ratably first to the Tranche A
Revolving Credit Facility and second to the Tranche B Revolving Credit
Facility. Each such reduction of the Revolving Credit Facilities shall be made
ratably among the Appropriate Lenders in accordance with their Commitments
with respect to such Revolving Credit Facility. Any Net Cash Proceeds
remaining after the foregoing application shall be applied as set forth in
Section 2.05(b)(iii) of the Term Credit Agreement.

                  (iv) On the date of receipt by Mafco or any of its
Subsidiaries, on or prior to the later of the Tranche B Termination Date and
the Term Credit Agreement Termination Date, of the Net Cash Proceeds from any
Asset Sale (other than the sale, disposal or other monetization of the News
Corp. Preferred ADRs or the New Marvel Shares), the excess of (A) such Net
Cash Proceeds over (B) the sum of the amount of interest and fees then due and
payable in respect of the Facilities plus the amount of expenses of the
Administrative Agent (including the reasonable fees and expenses of counsel to
the Administrative Agent) then due and payable shall be applied ratably first
to the automatic and permanent reduction in full of the Tranche B Revolving
Credit Facility and second to the prepayment of the Tranche A Revolving Credit
Facility as set forth in Section 2.06(b)(iii). Each such reduction or
prepayment of a Revolving Credit Facility shall be made ratably among the
Appropriate Lenders in accordance with their Commitments with respect to such
Revolving Credit Facility. Any Net Cash Proceeds remaining after the foregoing
application shall be applied as set forth in Section 2.05(b)(iv) of the Term
Credit Agreement.

                  (v) On the date of receipt by Mafco or any of its
Subsidiaries, on or prior to the later of the Tranche B Termination Date and
the Term Credit Agreement Termination Date, of the Net Cash Proceeds from the
sale, disposal or other monetization of the News Corp. Preferred ADRs or the
New Marvel Shares, the excess of (A) such Net Cash Proceeds over (B) the sum
of (1) the amount of interest and fees then due and payable in respect of the
Facilities plus (2) the amount of expenses of the Administrative Agent
(including the reasonable fees and expenses of counsel to the Administrative
Agent) then due and payable plus (3) the aggregate amount paid (including the
aggregate amount of interest, fees and expenses then due and payable in
respect of the Term Facilities) from such Net Cash



<PAGE>


                                      51

Proceeds pursuant to the terms of Section 2.05(b)(v) of the Term Credit
Agreement shall be applied first to the permanent reduction in full of the
Tranche B Revolving Credit Facility and second to the prepayment of the
Tranche A Revolving Credit Facility as set forth in Section 2.06(b)(iv). Each
such reduction or prepayment of a Revolving Credit Facility shall be made
ratably among the Appropriate Lenders in accordance with their Commitments
with respect to such Revolving Credit Facility.

                  (vi) On and after the date (occurring after the later of the
Tranche B Termination Date and the Term Credit Agreement Termination Date), on
which Mafco and its Subsidiaries have received Net Cash Proceeds in an amount
equal to the Asset Sale Threshold from Asset Sales, upon any Asset Sale in
respect of which Mafco and its Subsidiaries have received Net Cash Proceeds
(which, together with the aggregate amount of Net Cash Proceeds from and after
the Effective Date from Asset Sales, exceeds the Asset Sale Threshold), the
Tranche A Revolving Credit Facility shall be automatically and permanently
reduced by an amount equal to the excess of (x) 50% of that portion of the Net
Cash Proceeds in excess of the Asset Sale Threshold (after taking into account
the aggregate amount of Net Cash Proceeds from and after the Effective Date
from Asset Sales) from such Asset Sale over (y) the sum of the amount of
interest and fees then due and payable in respect of the Facilities plus the
amount of expenses of the Administrative Agent (including the reasonable fees
and expenses of counsel to the Administrative Agent) then due and payable.
Each such reduction of the Tranche A Revolving Credit Facility shall be made
ratably among the Appropriate Lenders in accordance with their Commitments
with respect to the Tranche A Revolving Credit Facility.

                  (vii) On each date that an Event of Default set forth in
Section 6.01(a) shall have occurred and be continuing, the Revolving Credit
Facilities shall be automatically and permanently reduced by an amount equal
to the excess of (x) the amount on deposit in the Second Mafco Collateral
Account over (y) the sum of the amount of interest and fees then due and
payable in respect of the Facilities plus the amount of expenses of the
Administrative Agent (including the reasonable fees and expenses of counsel to
the Administrative Agent) then due and payable. Each such reduction of the
Revolving Credit Facilities shall be applied ratably first to the Tranche A
Revolving Credit Facility and second to the Tranche B Revolving Credit
Facility. Each such reduction of the Revolving Credit Facilities shall be made
ratably among the Appropriate Lenders in accordance with their Commitments
with respect to such Revolving Credit Facility. Any amounts remaining on
deposit in the Second Mafco Collateral Account after the foregoing application
shall be applied as set forth in Section 2.05(b)(vi) of the Term Credit
Agreement. If an Event of Default set forth in Section 6.01(a) shall occur and
be continuing at the same time as an "Event of Default" set forth in Section
6.01(a) of the Term Credit Agreement shall occur and be continuing, such
amount (less the sum of (1) the amount of interest and fees then due and
payable in respect of the Term Facilities plus (2) the amount of expenses of
the "Administrative Agent" under the Term Credit Agreement (including the
reasonable fees and expenses of counsel to such


<PAGE>


                                      52

"Administrative Agent") then due and payable) shall be applied pro rata to the
Revolving Credit Facilities and to the Debt under the Term Credit Agreement
and such pro rata amount shall be applied to the Revolving Credit Facilities
as set forth in this Section 2.05(b)(vii).

                  (viii) On each date that an "Event of Default" set forth in
Section 6.01(a) of the Term Credit Agreement shall occur and be continuing,
the Revolving Credit Facilities shall be automatically and permanently reduced
by an amount equal to the excess of (x) the amount on deposit in the Second
Mafco Collateral Account over (y) the sum of (1) the amount of interest and
fees then due and payable in respect of the Facilities plus (2) the amount of
expenses of the Administrative Agent (including the reasonable fees and
expenses of counsel to the Administrative Agent) then due and payable plus (3)
the aggregate amount paid (including the aggregate amount of interest, fees
and expenses then due and payable in respect of the Term Facilities) from such
amount on deposit pursuant to the terms of Section 2.05(b)(vii) of the Term
Credit Agreement. Each such reduction of the Revolving Credit Facilities shall
be applied ratably first to the Tranche A Revolving Credit Facility and second
to the Tranche B Revolving Credit Facility. Each such reduction of the
Revolving Credit Facilities shall be made ratably among the Appropriate
Lenders in accordance with their Commitments with respect to such Revolving
Credit Facility. If an "Event of Default" set forth in Section 6.01(a) of the
Term Credit Agreement shall occur and be continuing at the same time as an
Event of Default set forth in Section 6.01(a) shall occur and be continuing,
such amount shall be applied pro rata to the Revolving Credit Facilities and
to the Debt under the Term Credit Agreement and such pro rata amount shall be
applied to the Revolving Credit Facilities as set forth in this Section
2.05(b)(viii).

                  (ix) The Letter of Credit Facility shall be permanently
reduced from time to time on the date of each reduction in the Tranche A
Revolving Credit Facility by the amount, if any, by which the Letter of Credit
Facility exceeds the Tranche A Revolving Credit Facility after giving effect
to such reduction of the Tranche A Revolving Credit Facility.

                  SECTION 2.06. Prepayments. (a) Optional. The Borrower may,
upon at least one Business Day's notice to the Administrative Agent, in the
case of Base Rate Advances, and three Business Days' notice to the
Administrative Agent, in the case of Eurodollar Rate Advances, stating the
proposed date, and the aggregate principal amount of the prepayment, and if
such notice is given, the Borrower shall, prepay the outstanding principal
amounts of the Advances comprising part of the same Borrowing in whole or
ratably in part, together with accrued interest to the date of such prepayment
on the principal amount so prepaid; provided, however, that, with respect to
any prepayment made in connection with the provisions of Section 7(o) of the
Mafco Guaranty, no such notice shall be required; provided further that (x)
each partial prepayment (other than a prepayment made in connection with the
provisions of Section 7(o) of the Mafco Guaranty) shall be in an aggregate
principal amount not less than $10,000,000 or an integral multiple of
$1,000,000 in excess thereof (or, if the aggregate principal amount of all
Advances that constitute part of



<PAGE>


                                      53

such Borrowing is less, such aggregate principal amount) and (y) in the event
any such prepayment of Eurodollar Rate Advances is not made on the last day of
an Interest Period, the Borrower shall be obligated to reimburse the Lenders
in respect thereof pursuant to Section 8.04(b).

                  (b) Mandatory. (i) The Borrower shall, on each Business Day,
prepay an aggregate principal amount of the Tranche A Revolving Credit
Advances comprising part of the same Tranche A Revolving Credit Borrowing and
the Letter of Credit Advances equal to the amount by which (A) the sum of
aggregate principal amount of (x) the Tranche A Revolving Credit Advances and
(y) the Letter of Credit Advances then outstanding plus the aggregate
Available Amount of all Letters of Credit then outstanding exceeds (B) the
Tranche A Revolving Credit Facility on such Business Day.

                  (ii) The Borrower shall, on each Business Day, prepay an
aggregate principal amount of the Tranche B Revolving Credit Advances
comprising part of the same Tranche B Revolving Credit Borrowing equal to the
amount by which the aggregate principal amount of the Tranche B Revolving
Credit Advances then outstanding exceeds the Tranche B Revolving Credit
Facility on such Business Day.

                  (iii) The Borrower shall, on the date of receipt by Mafco or
any of its Subsidiaries, on or prior to the later of the Tranche B Termination
Date and the Term Credit Agreement Termination Date, of the Net Cash Proceeds
from any Asset Sale (other than the sale, disposal or other monetization of
the News Corp. Preferred ADRs or the New Marvel Shares), prepay an aggregate
principal amount of the Tranche A Revolving Credit Advances comprising part of
the same Borrowings in an amount equal to the excess of (A) such Net Cash
Proceeds over (B) the sum of (1) the amount of interest and fees then due and
payable in respect of the Facilities plus (2) the amount of expenses of the
Administrative Agent (including the reasonable fees and expenses of counsel to
the Administrative Agent) then due and payable plus (3) the aggregate
principal amount of Tranche B Revolving Credit Advances prepaid pursuant to
Section 2.06(b)(ii) in connection with the permanent reduction of the Tranche
B Revolving Credit Facility pursuant to Section 2.05(b)(iv) as a result of
such Asset Sale. Immediately after giving effect to the foregoing prepayment,
the lesser of (x) the Unused Tranche A Revolving Credit Commitments and (y)
$50,000,000 shall be available solely to purchase Coleman Worldwide LYONS or
to make the payment in cash of the exchange price to a holder of Coleman
Worldwide LYONS in respect of such holder's Coleman Worldwide LYONS. Any Net
Cash Proceeds remaining after the foregoing application shall be applied as
set forth in Section 2.05(b)(iv) of the Term Credit Agreement.

                  (iv) The Borrower shall, on the date of receipt by Mafco or
any of its Subsidiaries, on or prior to the later of the Tranche B Termination
Date and the Term Credit Agreement Termination Date, of the Net Cash Proceeds
from the sale, disposal or other monetization of the News Corp. Preferred ADRs
or the New Marvel Shares, prepay an



<PAGE>


                                      54

aggregate principal amount of the Tranche A Revolving Credit Advances
comprising part of the same Borrowings in an amount equal to the lesser of (A)
the excess of (x) such Net Cash Proceeds over (y) the sum of (1) the amount of
interest and fees then due and payable in respect of the Facilities plus (2)
the amount of expenses of the Administrative Agent (including the reasonable
fees and expenses of counsel to the Administrative Agent) then due and payable
plus (3) the aggregate principal amount of Tranche B Revolving Credit Advances
prepaid pursuant to Section 2.06(b)(ii) in connection with the permanent
reduction of the Tranche B Revolving Credit Facility pursuant to Section
2.05(b)(v) as a result of such sale, disposal or other monetization plus (4)
the aggregate amount paid (including the aggregate amount of interest, fees
and expenses then due and payable in respect of the Term Facilities) from such
Net Cash Proceeds pursuant to the terms of Section 2.05(b)(iv) of the Term
Credit Agreement and (B) an amount up to $50,000,000 such that, after giving
effect to such prepayment, the Unused Tranche A Revolving Credit Commitments
shall equal $50,000,000. Immediately after giving effect to the foregoing
prepayment, $50,000,000 of the Tranche A Revolving Credit Commitments shall be
available solely to purchase Coleman Worldwide LYONS or to make the payment in
cash of the exchange price to a holder of Coleman Worldwide LYONS in respect
of such holder's Coleman Worldwide LYONS.

                  (v) The Borrower shall, on each Business Day, pay to the
Administrative Agent for deposit in the L/C Cash Collateral Account an amount
sufficient to cause the aggregate amount on deposit in such Collateral Account
to equal the amount by which the aggregate Available Amount of all Letters of
Credit then outstanding exceeds the Letter of Credit Facility on such Business
Day.

                  (vi) The Borrower shall, on the first day of each Mandatory
Clean-Down Period, prepay in full the Tranche A Revolving Credit Advances
(other than an aggregate principal amount of Tranche A Revolving Credit
Advances equal to the lesser of (x) $50,000,000 and (y) an amount equal to the
LYONS Utilization on any day during such Mandatory Clean-Down Period) and the
Letter of Credit Advances.

                  (vii) Prepayments of the Tranche A Revolving Credit Facility
made pursuant to clause (i) or (vi) above shall be first, applied to prepay
Letter of Credit Advances then outstanding until such Advances are paid in
full and second, applied to prepay Tranche A Revolving Credit Advances then
outstanding comprising part of the same Borrowings.

                  (viii) If, as a result of the making of any prepayment
required to be made pursuant to this Section 2.06, the Borrower would incur
costs pursuant to Section 8.04(b), the Borrower may deposit the amount of such
prepayment with the Administrative Agent, for the benefit of the Lenders, in a
cash collateral account, until the end of the applicable Interest Period at
which time such payment shall be made. The Borrower hereby grants to the
Administrative Agent, for the benefit of the Lenders, a security interest in
all amounts in which the Borrower has any right, title or interest which are
from time to time on deposit in


<PAGE>


                                  55

such cash collateral account and expressly waives all rights (which rights the
Borrower hereby acknowledges and agrees are vested exclusively in the
Administrative Agent) to exercise dominion or control over any such amounts.

                  SECTION 2.07.  Interest.   (a)  Ordinary Interest.  The
Borrower shall pay interest on the unpaid principal amount of each Advance
owing to each Lender from the date of such Advance until such principal amount
shall be paid in full, at the following rates per annum:

                  (i) Base Rate Advances. During such periods as such Advance
         is a Base Rate Advance, a rate per annum equal at all times to the
         sum of the Base Rate in effect from time to time plus the Applicable
         Margin in effect from time to time, payable in arrears quarterly on
         the first Business Day of each March, June, September and December
         during such periods, commencing March 3, 1997, and on the date such
         Base Rate Advance shall be Converted or paid in full.

                  (ii) Eurodollar Rate Advances. During such periods as such
         Advance is a Eurodollar Advance, a rate per annum equal at all times
         during each Interest Period for such Advance to the sum of the
         Eurodollar Rate for such Interest Period plus the Applicable Margin
         in effect from time to time, payable in arrears on the last day of
         such Interest Period and, if such Interest Period has a duration of
         more than three months, on each day that occurs during such Interest
         Period every three months from the first day of such Interest Period.

                  (b) Default Interest. The Borrower shall pay on demand
interest on the unpaid principal amount of each Advance that is not paid when
due and on the unpaid amount of all interest, fees and other amounts then due
and payable hereunder that is not paid when due from the due date thereof to
the date paid, at a rate per annum equal at such time to (i) in the case of
any amount of principal, 2% per annum above the rate of interest per annum
required to be paid on such Advance immediately prior to the date on which
such amount became due and payable and (ii) in the case of all other amounts,
2% per annum above the rate per annum required to be paid on Base Rate
Advances pursuant to Section 2.07(a)(i) above.

                  SECTION 2.08. Interest Rate Determination. (a) The
Administrative Agent shall give prompt notice to the Borrower and each Lender
of the applicable interest rate determined by the Administrative Agent for
purposes of Section 2.07(a)(i) or (ii), and the applicable rate, if any,
furnished by Citibank for the purpose of determining the applicable interest
rate under Section 2.07(a)(i) or (ii).

                  (b)      If Citibank cannot furnish timely information to
the Administrative Agent for determining the Eurodollar Rate, the
Administrative Agent shall forthwith notify



<PAGE>


                                      56

the Borrower and each Lender that the interest rate cannot be determined for
such Eurodollar Rate Advances, whereupon (i) each such Eurodollar Rate Advance
will automatically, on the last day of the then existing Interest Period
therefor, Convert into a Base Rate Advance and (ii) the obligation of the
Lenders to make, or to Convert Advances into, Eurodollar Rate Advances shall
be suspended until the Administrative Agent shall notify the Borrower that
Citibank has determined that the circumstances causing such suspension no
longer exist.

                  (c) If the Required Lenders notify the Administrative Agent
that the Eurodollar Rate for any Interest Period for such Eurodollar Rate
Advances will not adequately reflect the cost to such Required Lenders of
making, funding or maintaining their pro rata shares of such Eurodollar Rate
Advances for such Interest Period, the Administrative Agent shall forthwith so
notify the Borrower and the Lenders, whereupon (i) each such Eurodollar Rate
Advance will automatically, on the last day of the then existing Interest
Period therefor, Convert into a Base Rate Advance and (ii) the obligation of
the Lenders to make, or to Convert Advances into, Eurodollar Rate Advances
shall be suspended until the Administrative Agent shall notify the Borrower
that such Required Lenders have determined that the circumstances causing such
suspension no longer exist.

                  (d) If the Borrower shall fail to select the duration of any
Interest Period for any Eurodollar Rate Advances in accordance with the
provisions contained in the definition of "Interest Period" in Section 1.01,
the Administrative Agent will forthwith notify the Borrower and the
Appropriate Lenders and the Interest Period for such Eurodollar Rate Advances
will be one month.

                  SECTION 2.09. Fees. (a) Commitment Fee. The Borrower agrees
to pay to the Administrative Agent for the account of the Tranche A Revolving
Credit Lenders a commitment fee on the average daily Unused Tranche A
Revolving Credit Commitment of such Lender, from the date hereof, in the case
of each Financial Institution, and from the effective date specified in the
Assignment and Acceptance pursuant to which it became a Lender, in the case of
each other Lender, until the Tranche A Termination Date at a rate equal to
1-1/4% per annum, payable in arrears on the date of the initial Tranche A
Revolving Credit Borrowing, thereafter quarterly on the first Business Day of
each March, June, September and December commencing March 3, 1997 and on the
Tranche A Termination Date. The Borrower further agrees to pay to the
Administrative Agent for the account of the Tranche B Revolving Credit Lenders
a commitment fee on the average daily Unused Tranche B Revolving Credit
Commitment of such Lender, from the date hereof, in the case of each Financial
Institution, and from the effective date specified in the Assignment and
Acceptance pursuant to which it became a Lender, in the case of each other
Lender, until the Tranche B Termination Date at a rate equal to 1-1/4% per
annum, payable in arrears on the date of the initial Tranche B Revolving
Credit Borrowing, thereafter quarterly on the first Business Day of each
March, June, September and December commencing March 3, 1997 and on the
Tranche B Termination Date.



<PAGE>


                                      57


                  (b) Letter of Credit Fees, Etc. (i) The Borrower shall pay
to the Administrative Agent for the account of each Tranche A Revolving Credit
Lender a commission, payable in arrears quarterly on the first Business Day of
each March, June, September and December, commencing March 3, 1997, and on the
earliest to occur of the full drawing, expiration, termination or cancellation
of any such Letter of Credit and on the Tranche A Termination Date, on such
Lender's Pro Rata Share of the average daily aggregate Available Amount during
such quarter of (A) all Standby Letters of Credit outstanding from time to
time at the rate of 4-1/2% per annum and (B) all Trade Letters of Credit then
outstanding at the rate of 4-1/2% per annum.

                  (ii) The Borrower shall pay to each Issuing Bank, for its
own account, such commissions, issuance fees, fronting fees, transfer fees and
other fees and charges in connection with the issuance or administration of
each Letter of Credit as the Borrower and such Issuing Bank shall agree.

                  (c) Other Fees. The Borrower shall pay to the Administrative
Agent for its own account such fees as are set forth in the fee letter dated
November __, 1996 between Mafco and Citibank, as the same may be amended or
otherwise modified from time to time.

                  SECTION 2.10. Increased Costs; Illegality. (a) Except as to
taxes, levies, imposts, deductions, charges, withholdings or liabilities with
respect thereto (it being understood that the Borrower shall not have any
liability for any taxes, levies, imposts, deductions, charges, withholdings or
liabilities with respect thereto, except as provided in Section 2.13), if, due
to either (i) the introduction of or any change (other than any change by way
of imposition or increase of reserve requirements included in the Eurodollar
Rate Reserve Percentage) in or in the interpretation of any law or regulation
or (ii) the compliance by any Lender Party with any guideline or request from
any central bank or other governmental authority in any case introduced,
changed, interpreted or requested after the date hereof (whether or not having
the force of law), there shall be (x) imposed, modified or deemed applicable
any reserve, special deposit or similar requirement against assets held by, or
letters of credit or guarantees issued by, or deposits in or for the account
of, any Lender Party or (y) imposed on any Lender Party any other condition
relating to this Agreement or the Advances made by it or the issuance by it of
Letters of Credit, and the result of any event referred to in clause (x) or
(y) shall be to increase the cost to such Lender Party of agreeing to make or
making, funding or maintaining Eurodollar Rate Advances or of agreeing to
issue or of issuing or maintaining Letters of Credit or of agreeing to make or
of making or maintaining Letter of Credit Advances, then the Borrower shall
from time to time, upon demand by such Lender Party (with a copy of such
demand to the Administrative Agent) made within 60 days after the first date
on which such Lender Party has actual knowledge that it is entitled to make
demand for payment under this Section 2.10(a), pay to the Administrative Agent
for the account of such Lender Party additional amounts sufficient to
compensate such Lender Party for such increased cost; provided, however, that
if such


<PAGE>


                                      58

Lender Party fails to so notify the Borrower within such 60-day period, such
increased cost shall commence accruing on such later date on which the Lender
Party notifies the Borrower; provided further that, before making any such
demand, such Lender Party agrees to use its best efforts (consistent with its
internal policy and legal and regulatory restrictions) to designate a
different Applicable Lending Office if the making of such a designation would
avoid the need for, or reduce the amount of, such increased cost and would
not, in the reasonable judgment of such Lender Party, be otherwise
disadvantageous to such Lender Party. A certificate as to the amount of such
increased cost, submitted to the Borrower and the Administrative Agent by such
Lender Party, shall be conclusive and binding for all purposes, absent
manifest error.

                  (b) If any Lender Party determines that compliance with any
law or regulation or any guideline or request from any central bank or other
governmental or monetary authority in regard to capital adequacy (whether or
not having the force of law) including, without limitation, any guideline
contemplated by the report dated July 1988 entitled "International Convergence
of Capital Management and Capital Standards" issued by the Bank Committee on
Banking Regulations and Supervisory Practices, in any case in which such law,
regulation, guideline or request became effective or was made after the date
hereof, has or would have the effect of reducing the rate of return on the
capital of, or maintained by, such Lender Party or any corporation controlling
such Lender Party as a consequence of such Lender Party's Advances or
Commitments hereunder or the issuance by it of any Letter of Credit and other
commitments of this type, by increasing the amount of capital required or
expected to be maintained by such Lender Party or any corporation controlling
such Lender Party, to a level below that which such Lender Party or any
corporation controlling such Lender Party could have achieved but for such
adoption, effectiveness, change or compliance (taking into account such Lender
Party's or such corporation's policies with respect to capital adequacy), then
the Borrower shall, from time to time, pay such Lender Party, upon demand by
such Lender Party (with a copy of such demand to the Administrative Agent)
made within 60 days after the first date on which such Lender Party has actual
knowledge that it is entitled to make demand for payment under this Section
2.10(b) of such reduction in return, such additional amount as may be
specified by such Lender Party as being sufficient to compensate such Lender
Party for such reduction in return, to the extent that such Lender Party
reasonably determines such reduction to be attributable to the existence of
such Lender Party's commitment to lend or to issue Letters of Credit hereunder
or to the issuance or maintenance of any Letters of Credit; provided, however,
that if such Lender Party fails to so notify the Borrower within such 60-day
period, such amounts shall commence accruing on such later date on which the
Lender Party notifies the Borrower. A certificate as to such amounts submitted
to the Borrower and the Administrative Agent by such Lender Party shall be
conclusive and binding for all purposes, absent manifest error.




<PAGE>


                                      59

                  (c) Notwithstanding any other provision of this Agreement,
if the introduction of or any change in or in the interpretation of any law or
regulation makes it unlawful, or any central bank or other governmental
authority asserts that it is unlawful, for any Lender or its Eurodollar
Lending Office to perform its obligations hereunder to make Eurodollar Rate
Advances or to fund or maintain Eurodollar Rate Advances hereunder, then, upon
written notice by such Lender to the Borrower (with a copy to the
Administrative Agent), (i) each Eurodollar Rate Advance under each Facility
under which such Lender has a Commitment will automatically Convert into a
Base Rate Advance and (ii) the obligation under each Facility under which such
Lender has a Commitment to make, or to Convert Base Rate Advances into,
Eurodollar Rate Advances shall be suspended until the Administrative Agent
shall notify the Borrower and the Lenders that the circumstances causing such
suspension no longer exist; provided, however, that, before making any such
demand, such Lender shall designate a different Eurodollar Lending Office if
the making of such a designation would avoid the need for giving such notice
and demand, and would not, in the judgment of such Lender, be otherwise
disadvantageous to such Lender. For purposes of this Section 2.10(c), a notice
to the Borrower by a Lender shall be effective with respect to any Eurodollar
Rate Advance on the last day of the then current Interest Period for such
Advance; provided, however, that, if it is not lawful for such Lender to
maintain such Advance until the end of the Interest Period applicable thereto,
then the notice to the Borrower shall be effective upon receipt by the
Borrower.

                  SECTION 2.11. Conversion of Advances. (a) Optional. The
Borrower may on any Business Day, upon notice given to the Administrative
Agent not later than noon (New York City time) on the third Business Day prior
to the date of the proposed Conversion and subject to the provisions of
Section 2.08 and 2.10, Convert all or any portion of the Advances of one Type
comprising the same Borrowing into Advances of the other Type; provided,
however, that any Conversion of Eurodollar Rate Advances into Base Rate
Advances shall be made on, and only on, the last day of an Interest Period for
such Eurodollar Rate Advances, any Conversion of Base Rate Advances into
Eurodollar Rate Advances shall be subject to the limitation set forth in
Section 2.02(e) and in an amount not less than $5,000,000 and each Conversion
of Advances comprising part of the same Borrowing under any Facility shall be
made ratably among the Appropriate Lenders in accordance with their
Commitments under such Facility. Each such notice of Conversion shall, within
the restrictions specified above, specify (i) the date of such Conversion,
(ii) the Advances to be Converted and (iii) if such Conversion is into
Eurodollar Rate Advances, the duration of the initial Interest Period for such
Advances.

                  (b) Mandatory. (i) On the date on which the aggregate unpaid
principal amount of Eurodollar Rate Advances comprising any Borrowing shall be
reduced, by payment or prepayment or otherwise, to less than $5,000,000, such
Advances shall automatically Convert into Base Rate Advances.




<PAGE>


                                      60

                  (ii) Upon the occurrence and during the continuance of any
Event of Default (or, in the case of any involuntary proceeding described in
Section 6.01(e), a Default), (A) each Eurodollar Rate Advance will
automatically, on the last day of the then existing Interest Period therefor,
Convert into a Base Rate Advance and (B) the obligation of the Lenders to
make, or to Convert Advances into, Eurodollar Rate Advances shall be
suspended.

                  SECTION 2.12. Payments and Computations. (a) The Borrower
shall make each payment hereunder and under the Notes not later than 11:00
A.M. (New York City time) on the day when due in U.S. Dollars to the
Administrative Agent at the Administrative Agent's Account in same day funds.
The Administrative Agent will promptly thereafter cause to be distributed like
funds relating to the payment of principal or interest or commitment fees
ratably (other than amounts payable pursuant to Section 2.10 or 2.13) to the
Lender Parties for the account of their respective Applicable Lending Offices,
and like funds relating to the payment of any other amount payable to any
Lender Party to such Lender Party for the account of its Applicable Lending
Office, in each case to be applied in accordance with the terms of this
Agreement. Upon its acceptance of an Assignment and Acceptance and recording
of the information contained therein in the Register pursuant to Section
8.07(c), from and after the effective date specified in such Assignment and
Acceptance, the Administrative Agent shall make all payments hereunder and
under the Notes in respect of the interest assigned thereby to the Lender
Party assignee thereunder, and the parties to such Assignment and Acceptance
shall make all appropriate adjustments in such payments for periods prior to
such effective date directly between themselves.

                  (b) The Borrower hereby authorizes each Lender Party, if and
to the extent payment of principal, interest or fees owed to such Lender Party
is not made when due hereunder or, in the case of a Lender under the Note or
Notes held by such Lender, to charge from time to time against any or all of
the Borrower's accounts with such Lender Party any amount so due.

                  (c) All computations of interest based on the Eurodollar
Rate, the Base Rate or the Federal Funds Rate and of commitment fees and
Letter of Credit commissions shall be made by the Administrative Agent, on the
basis of a year of 360 days, in each case for the actual number of days
(including the first day but excluding the last day) occurring in the period
for which such interest or commitment fees are payable. Each determination by
the Administrative Agent of an interest rate hereunder shall be conclusive and
binding for all purposes, absent manifest error.

                  (d) Whenever any payment hereunder or under any Note shall
be stated to be due on a day other than a Business Day, such payment shall be
made on the next succeeding Business Day, and such extension of time shall in
such case be included in the computation of payment of interest or commitment
fee, as the case may be; provided,



<PAGE>


                                      61

however, that, if such extension would cause payment of interest on or
principal of Eurodollar Rate Advances to be made in the next following
calendar month, such payment shall be made on the next preceding Business Day.

                  (e) Unless the Administrative Agent shall have received
notice from the Borrower prior to the date on which any payment is due to any
Lender Party hereunder or under any Note that the Borrower will not make such
payment in full, the Administrative Agent may assume, or at its option request
confirmation from the Borrower, that the Borrower has made such payment in
full to the Administrative Agent on such date and the Administrative Agent
may, in reliance upon such assumption, cause to be distributed to each such
Lender Party on such due date an amount equal to the amount then due such
Lender Party. If and to the extent the Borrower shall not have so made such
payment in full to the Administrative Agent, each Lender Party shall repay to
the Administrative Agent forthwith on demand such amount distributed to such
Lender Party together with interest thereon, for each day from the date such
amount is distributed to such Lender Party until the date such Lender Party
repays such amount to the Administrative Agent, at the Federal Funds Rate.

                  (f) If the Administrative Agent receives funds for
application to the Obligations under the Loan Documents under circumstances
for which the Loan Documents do not specify the Advances or the Facility to
which, or the manner in which, such funds are to be applied, the
Administrative Agent may, but shall not be obligated to, elect to distribute
such funds in respect of a Facility to each appropriate Lender Party ratably
in accordance with such Lender Party's proportionate share of the principal
amount of all outstanding Advances under such Facility, in repayment or
prepayment of such of the outstanding Advances under such Facility or other
Obligations owed to such Lender Party, and for application to such principal
installments, as the Administrative Agent shall direct.

                  SECTION 2.13. Taxes. (a) Any and all payments by the
Borrower hereunder or under the Notes shall be made, in accordance with
Section 2.12, free and clear of and without deduction for any and all present
or future taxes, levies, imposts, deductions, charges or withholdings, and all
liabilities with respect thereto, excluding, in the case of each Lender Party
and the Administrative Agent, (i) taxes imposed on its income, and franchise
taxes and backup withholding taxes imposed on it, by the United States or the
jurisdiction under the laws of which such Lender Party or the Administrative
Agent (as the case may be) is organized or any political subdivision or taxing
authority thereof or therein, (ii) taxes imposed on its income, and franchise
taxes imposed on it, by the jurisdiction of such Lender Party's or, in either
such case, the Administrative Agent's principal office or Applicable Lending
Office or any political subdivision or taxing authority thereof or therein and
(iii) United States withholding tax payable with respect to payments hereunder
under laws (including, without limitation any statute, treaty, ruling,
determination or regulation) in effect on the Initial Date with respect to
such Lender Party or the Administrative Agent, but not excluding any United
States withholding tax payable as a result of any change in such laws



<PAGE>


                                      62

occurring after the Initial Date (all such non-excluded taxes, levies,
imposts, deductions, charges, withholdings and liabilities being hereinafter
referred to as "Taxes"). If the Borrower shall be required by law to deduct
any Taxes from or in respect of any sum payable hereunder or under any Note to
any Lender Party or the Administrative Agent, (i) the sum payable shall be
increased as may be necessary so that after making all required deductions of
Taxes (including deductions of Taxes applicable to additional sums payable
under this Section 2.13) such Lender Party or the Administrative Agent (as the
case may be) receives an amount equal to the sum it would have received had no
such deductions of Taxes been made, (ii) the Borrower shall make such
deductions and (iii) the Borrower shall pay the full amount deducted to the
relevant taxation authority or other authority in accordance with applicable
law; provided, however, that any such Lender Party shall designate a different
Applicable Lending Office if, in the judgment of such Lender Party, such
designation would avoid the need for, or reduce the amount of, any Taxes
required to be deducted from or in respect of any sum payable hereunder to
such Lender Party or the Administrative Agent and would not, in the judgment
of such Lender Party, be otherwise disadvantageous to such Lender Party.

                  (b) In addition, the Borrower agrees to pay any present or
future stamp or documentary taxes or any other excise or property taxes,
charges or similar levies that arise from any payment made hereunder or under
the Notes or from the execution, delivery or registration of, or otherwise
with respect to, this Agreement or the Notes (hereinafter referred to as
"Other Taxes").

                  (c) The Borrower will indemnify each Lender Party and the
Administrative Agent for the full amount of Taxes or Other Taxes (including,
without limitation, any Taxes or Other Taxes imposed by any jurisdiction on
amounts payable under this Section 2.13) paid by such Lender Party or the
Administrative Agent (as the case may be) and any liability (including
penalties, additions to tax, interest and expenses) arising therefrom or with
respect thereto; provided that, in the event such Lender Party or the
Administrative Agent, as the case may be, successfully contests the assessment
of such Taxes or Other Taxes or any liability arising therefrom or with
respect thereto, such Lender Party or the Administrative Agent shall refund,
to the extent of any refund thereof made to such Lender Party or the
Administrative Agent, any amounts paid by the Borrower under this Section
2.13(c) in respect of such Taxes, Other Taxes or liabilities arising therefrom
or with respect thereto. Each Lender Party and the Administrative Agent agree
that it will contest such Taxes, Other Taxes or liabilities if (i) the
Borrower furnishes to it an opinion of reputable tax counsel acceptable to
such Lender Party or the Administrative Agent to the effect that such Taxes or
Other Taxes were wrongfully or illegally imposed and (ii) such Lender Party or
the Administrative Agent determines, in its sole discretion, that it would not
be disadvantaged or prejudiced in any manner whatsoever as a result of such
contest. This indemnification shall be made within 30 days from the date such
Lender Party or the Administrative Agent (as the case may be) makes written
demand therefor.



<PAGE>


                                      63


                  (d) Within 30 days after the date of any payment of Taxes,
the Borrower will furnish to the Administrative Agent, at its address referred
to in Section 8.02, appropriate evidence of payment thereof. If no Taxes are
payable in respect of any payment hereunder or under the Notes by the Borrower
from an account or branch outside the United States or on behalf of the
Borrower by a payor that is not a United States person, the Borrower will
furnish to the Administrative Agent, at such address, a certificate from each
appropriate taxing authority, or an opinion of counsel acceptable to the
Administrative Agent, in either case stating that such payment is exempt from
or not subject to Taxes. For purposes of this Section 2.13, the terms "United
States" and "United States person" shall have the meanings specified in
Section 7701 of the Code.

                  (e) Each Lender Party organized under the laws of a
jurisdiction outside the United States and the Administrative Agent, if
organized under the laws of a jurisdiction outside the United States, shall,
on or prior to the Initial Date and from time to time thereafter if requested
in writing by the Borrower or the Administrative Agent (but only so long
thereafter as such Lender Party or the Administrative Agent remains lawfully
able to do so), provide the Borrower and (in the case of any such Lender Party
other than the Administrative Agent) the Administrative Agent with two duly
completed copies of Internal Revenue Service form 1001 or 4224, as
appropriate, or any successor form prescribed by the Internal Revenue Service,
certifying that such Lender Party or the Administrative Agent is entitled to
benefits under an income tax treaty to which the United States is a party that
reduces the rate of withholding tax on payments under this Agreement or the
Notes or certifying that the income receivable pursuant to this Agreement or
the Notes is effectively connected with the conduct of a trade or business in
the United States.

                  (f) For any period with respect to which the Administrative
Agent or a Lender Party has failed to provide the Borrower with the
appropriate forms described in subsection (e) above (other than if such
failure is due to a change in law occurring after the date on which such
person was originally required to provide such forms, or if such forms are
otherwise not required under subsection (e) above), the Administrative Agent
or such Lender Party shall not be entitled to increased payments or
indemnification under subsection (a) or (c) above with respect to Taxes
imposed by the United States; provided, however, that should the
Administrative Agent or a Lender Party become subject to Taxes because of its
failure to deliver a form required hereunder, the Borrower shall take such
steps as the Administrative Agent or such Lender Party shall reasonably
request to assist the Lender Party to recover such Taxes if, in the judgment
of the Borrower such steps would avoid the need for, or reduce the amount of,
any Taxes required to be deducted from or in respect of any sum payable
hereunder to the Administrative Agent or such Lender Party and would not, in
the judgment of the Borrower, be disadvantageous to the Borrower.

                  (g)      Without prejudice to the survival of any other
agreement of the Borrower hereunder, the agreements and obligations of the
Borrower contained in this



<PAGE>


                                      64

Section 2.13 shall survive the payment in full of principal and interest
hereunder and under the Notes.

                  (h) If a Lender Party shall change its Applicable Lending
Office other than (i) at the request of the Borrower or (ii) at a time when
such change would not result in this Section 2.13 requiring the Borrower to
make a greater payment than if such change had not been made, such Lender
Party shall not be entitled to receive any greater payment under this Section
2.13 than such Lender Party would have been entitled to receive had it not
changed its Applicable Lending Office.

                  SECTION 2.14. Sharing of Payments, Etc. If any Lender Party
shall obtain any payment (whether voluntary, involuntary, through the exercise
of any right of set-off, or otherwise) on account of the Advances owing to it
(other than pursuant to Section 2.10 or 2.13) in excess of its ratable share
of payments on account of the Advances obtained by all the Lender Parties,
such Lender Party shall forthwith purchase from the other Lender Parties such
interests or participating interests in the Advances owing to them as shall be
necessary to cause such purchasing Lender Party to share the excess payment
ratably with each of them; provided, however, that, if all or any portion of
such excess payment is thereafter recovered from such purchasing Lender Party,
such purchase from each Lender Party shall be rescinded and such Lender Party
shall repay to the purchasing Lender Party the purchase price to the extent of
such recovery together with an amount equal to such Lender Party's ratable
share (according to the proportion of (i) the amount of such Lender Party's
required repayment to (ii) the total amount so recovered from the purchasing
Lender Party) of any interest or other amount paid or payable by the
purchasing Lender Party in respect of the total amount so recovered. The
Borrower agrees that any Lender Party so purchasing an interest or
participating interest from another Lender Party pursuant to this Section 2.14
may, to the fullest extent permitted by law, exercise all its rights of
payment (including the right of set-off) with respect to such interest or
participating interest, as the case may be, as fully as if such Lender Party
were the direct creditor of the Borrower in the amount of such interest or
participating interest, as the case may be.

                  SECTION 2.15. Removal of Lender. In the event that any
Lender Party demands payment of costs or additional amounts pursuant to
Section 2.10 or Section 2.13 or asserts pursuant to Section 2.10(c) that it is
unlawful for such Lender Party to make Eurodollar Rate Advances, then (subject
to such Lender Party's right to rescind such demand or assertion within 10
days after the notice from the Borrower referred to below) the Borrower may,
upon 20 days' prior written notice to such Lender Party and the Administrative
Agent, elect to cause such Lender Party to assign its Advances and Commitments
in full to an assignee institution selected by the Borrower that meets the
criteria of an Eligible Assignee and is reasonably satisfactory to the
Administrative Agent, so long as such Lender Party receives payment in full in
cash of the outstanding principal amount of all Advances made by it and all
accrued and unpaid interest thereon and all other

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                                      65

amounts due and payable to such Lender Party as of the date of such assignment
(including without limitation amounts owing pursuant to Section 2.10 or 2.13),
and in such case such Lender Party agrees to make such assignment, and such
assignee shall agree to accept such assignment and assume all obligations of
such Lender Party hereunder, in accordance with Section 8.07.

                  SECTION 2.16. Defaulting Lender. (a) In the event that, at
any one time, (i) any Lender Party shall be a Defaulting Lender, (ii) such
Defaulting Lender shall owe a Defaulted Advance to the Borrower and (iii) the
Borrower shall be required to make any payment hereunder or under any other
Loan Document to or for the account of such Defaulting Lender, then the
Borrower may, so long as no Default shall occur or be continuing at such time
and to the fullest extent permitted by applicable law, set-off and otherwise
apply the Obligation of the Borrower to make such payment to or for the
account of such Defaulting Lender against the Obligation of such Defaulting
Lender to make such Defaulted Advance. In the event that the Borrower shall so
set-off and otherwise apply the Obligation of the Borrower to make any such
payment against the Obligation of such Defaulting Lender to make any such
Defaulted Advance on any date, the amount so set-off and otherwise applied by
the Borrower shall constitute for all purposes of this Agreement and the other
Loan Documents an Advance by such Defaulting Lender made on such date under
the Facility pursuant to which such Defaulted Advance was originally required
to have been made pursuant to Section 2.01. Such Advance shall be considered,
for all purposes of this Agreement, to comprise part of the Borrowing in
connection with which such Defaulted Advance was originally required to have
been made pursuant to Section 2.01. The Borrower shall notify the
Administrative Agent at any time the Borrower reduces the amount of the
Obligation of the Borrower to make any payment otherwise required to be made
by it hereunder or under any other Loan Document as a result of the exercise
by the Borrower of its right set forth in this subsection (a) and shall set
forth in such notice (A) the name of the Defaulting Lender and the Defaulted
Advance required to be made by such Defaulting Lender and (B) the amount
set-off and otherwise applied in respect of such Defaulted Advance pursuant to
this subsection (a). Any portion of such payment otherwise required to be made
by the Borrower to or for the account of such Defaulting Lender which is paid
by the Borrower, after giving effect to the amount set-off and otherwise
applied by the Borrower pursuant to this subsection (a), shall be applied by
the Administrative Agent as specified in subsection (b) or (c) of this Section
2.16.

                  (b) In the event that, at any one time, (i) any Lender Party
shall be a Defaulting Lender, (ii) such Defaulting Lender shall owe a
Defaulted Amount to the Administrative Agent, the Collateral Agent or any of
the other Lender Parties and (iii) the Borrower shall make any payment
hereunder or under any other Loan Document to the Administrative Agent for the
account of such Defaulting Lender, then the Administrative Agent may, on its
behalf or on behalf of such other Lender Parties and to the fullest extent
permitted by applicable law, apply at such time the amount so paid by the
Borrower to or for


<PAGE>


                                      66

the account of such Defaulting Lender to the payment of each such Defaulted
Amount up to the amount required to pay such Defaulted Amount. In the event
that the Administrative Agent shall so apply any such amount to the payment of
any such Defaulted Amount on any date, the amount so applied by the
Administrative Agent shall constitute for all purposes of this Agreement and
the other Loan Documents payment, to such extent, of such Defaulted Amount on
such date. Any such amount so applied by the Administrative Agent shall be
retained by the Administrative Agent or distributed by the Administrative
Agent to such other Lender Parties, ratably in accordance with the respective
portions of such Defaulted Amounts payable at such time to the Administrative
Agent and such other Lender Parties and, if the amount of such payment made by
the Borrower shall at such time be insufficient to pay all Defaulted Amounts
owing at such time to the Administrative Agent, the Collateral Agent and the
other Lender Parties, in the following order of priority:

                  (i) first, to the Administrative Agent and the Collateral
         Agent for any Defaulted Amounts then owing to the Administrative
         Agent and the Collateral Agent, ratably in accordance with such
         respective Defaulted Amounts then owing to the Administrative Agent
         and the Collateral Agent; and

                  (ii) second, to any other Lender Parties for any Defaulted
         Amounts then owing to such other Lender Parties, ratably in
         accordance with such respective Defaulted Amounts then owing to such
         other Lender Parties.

Any portion of such amount paid by the Borrower for the account of such
Defaulting Lender remaining, after giving effect to the amount applied by the
Administrative Agent pursuant to this subsection (b), shall be applied by the
Administrative Agent as specified in subsection (c) of this Section 2.16.

                  (c) In the event that, at any one time, (i) any Lender Party
shall be Defaulting Lender, (ii) such Defaulting Lender shall not owe a
Defaulted Advance or a Defaulted Amount and (iii) the Borrower, the
Administrative Agent, the Collateral Agent or any other Lender Party shall be
required to pay or distribute any amount hereunder or under any other Loan
Document to or for the account of such Defaulting Lender, then the Borrower,
the Collateral Agent or such other Lender Party shall pay such amount to the
Administrative Agent to be held by the Administrative Agent, to the fullest
extent permitted by applicable law, in escrow or the Administrative Agent
shall, to the fullest extent permitted by applicable law, hold in escrow such
amount otherwise held by it. Any funds held by the Administrative Agent in
escrow under this subsection (c) shall be deposited by the Administrative
Agent in an account with Citibank, in the name and under the control of the
Administrative Agent, but subject to the provisions of this subsection (c).
The terms applicable to such account, including the rate of interest payable
with respect to the credit balance of such account from time to time, shall be
Citibank's standard terms applicable to escrow accounts maintained with it.
Any interest credited to such account from time to time


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                                      67

shall be held by the Administrative Agent in escrow under, and applied by the
Administrative Agent from time to time in accordance with the provisions of,
this subsection (c). The Administrative Agent shall, to the fullest extent
permitted by applicable law, apply all funds so held in escrow from time to
time to the extent necessary to make any Advances required to be made by such
Defaulting Lender and to pay any amount payable by such Defaulting Lender
hereunder and under the other Loan Documents to the Administrative Agent, the
Collateral Agent or any other Lender Party, as and when such Advances or
amounts are required to be made or paid and, if the amount so held in escrow
shall at any time be insufficient to make and pay all such Advances and
amounts required to be made or paid at such time, in the following order of
priority:

                  (i) first, to the Administrative Agent and the Collateral
         Agent for any amount then due and payable by such Defaulting Lender
         to the Administrative Agent and the Collateral Agent hereunder,
         ratably in accordance with such respective amounts then due and
         payable to the Administrative Agent and the Collateral Agent;

                  (ii) second, to any other Lender Parties for any amount then
         due and payable by such Defaulting Lender to such other Lender
         Parties hereunder, ratably in accordance with such respective amounts
         then due and payable to such other Lender Parties; and

                  (iii) third, to the Borrower for any Advance then required
         to be made by such Defaulting Lender pursuant to the Commitment of
         such Defaulting Lender.

In the event that such Defaulting Lender shall, at any time, cease to be a
Defaulting Lender, any funds held by the Administrative Agent in escrow at
such time with respect to such Defaulting Lender shall be distributed by the
Administrative Agent to such Defaulting Lender and applied by such Defaulting
Lender to the Obligations owing to such Lender Party at such time under this
Agreement and the other Loan Documents ratably in accordance with the
respective amounts of such Obligations outstanding at such time.

                  (d) The rights and remedies against a Defaulting Lender
under this Section 2.16 are in addition to other rights and remedies which the
Borrower may have against such Defaulting Lender with respect to any Defaulted
Advance and which the Administrative Agent, the Collateral Agent or any Lender
Party may have against such Defaulting Lender with respect to any Defaulted
Amount.




<PAGE>


                                      68

                                  ARTICLE III

                             CONDITIONS OF LENDING

                  SECTION 3.01. Conditions Precedent to Effective Date.
Article II hereof shall be effective on and as of the date (the "Effective
Date"), on which each of the following conditions precedent shall have been
satisfied or duly waived:

                  (a) There shall have been no adverse change since June 3,
         1996 in the corporate and legal structure and capitalization of each
         A Company, each Designated Operating Company and the Bank, including
         the terms and conditions of the charter, bylaws and each class of
         capital stock of each such Person and of each agreement or instrument
         relating to such structure or capitalization, except as contemplated
         by existing consents, amendments and waivers delivered in connection
         with the Existing Credit Agreement; the Lenders shall be satisfied
         with the corporate and legal structure and capitalization of each of
         National Health Care Group Inc., Revlon Guarantor, Revlon Holdings
         Inc., Revlon Worldwide Corporation and Revlon, including the terms
         and conditions of the charter, by-laws and each class of capital
         stock of each such Person and of each agreement or instrument
         relating to such structure or capitalization.

                  (b) Before giving effect to the transactions contemplated by
         this Agreement, there shall have occurred no Material Adverse Change
         since December 31, 1995 relating to any of the Loan Parties, the FN
         Parties and the Designated Operating Companies.

                  (c) There shall exist no action, suit, investigation,
         litigation or proceeding affecting any of the Loan Parties, the FN
         Parties and the Designated Operating Companies pending or threatened
         before any court, governmental agency or arbitrator that (i) would be
         reasonably likely to have a Material Adverse Effect (in the case of
         clause (a) of the definition thereof, the term "Person" shall refer
         to such Loan Party, such FN Party or such Designated Operating
         Company, as the case may be) or (ii) purports to affect the legality,
         validity or enforceability of this Agreement, any Note, any other
         Loan Document, any Related Document, any FN Document or the
         consummation of the transactions contemplated hereby and thereby.

                  (d) Nothing shall have come to the attention of the Lender
         Parties in respect of any of the A Companies, the Designated
         Operating Companies or the Bank that is inconsistent with or
         different from in any adverse respect any of the results of the due
         diligence investigations of such Persons conducted in connection with
         the Original Credit Agreement, the Second Credit Agreement, the Third
         Credit Agreement or the Existing Credit Agreement; the Lenders shall
         be satisfied with the



<PAGE>


                                      69

         results of their due diligence investigation of National Health Care
         Group Inc., Revlon Guarantor, Revlon Holdings Inc., Revlon Worldwide
         Corporation and Revlon; and the Lender Parties shall have been given
         such access to the management, records, books of account, contracts
         and properties of each A Company, each Designated Operating Company
         or the Bank as they shall have requested.

                  (e) The Borrower shall have paid all accrued fees of the
         Administrative Agent and the Lender Parties and all accrued expenses
         of the Administrative Agent (including the reasonable fees and
         expenses of counsel to the Administrative Agent).

                  (f)      The Lenders shall be satisfied that the Borrower
         has the ability to service the interest payments in respect of the
         Facilities.

                  (g)      Ronald O. Perelman shall beneficially own at least
         a majority of the Voting Stock of Marvel.

                  (h) The Administrative Agent or the Collateral Agent, as the
         case may be, shall have received on or before the Effective Date the
         following, each dated as of the Effective Date (unless otherwise
         specified), in form and substance satisfactory to the Administrative
         Agent (unless otherwise specified) and (except for the Notes) in
         sufficient copies for each Lender Party:

                      (i)      the Tranche A Revolving Credit Notes to the
                  order of the Lenders;

                      (ii)     the Tranche B Revolving Credit Notes to the
                  order of the Lenders;

                      (iii)    certified copies of the resolutions of the
                  board of directors of the Borrower and each other Loan Party
                  approving this Agreement, the Notes and each other Loan
                  Document to which it is or is to be a party, and of all
                  documents evidencing other necessary corporate action and
                  governmental approvals, if any, with respect to this
                  Agreement, the Notes and each other Loan Document;

                      (iv)     a certificate of the Secretary or an Assistant
                  Secretary of the Borrower and each other Loan Party
                  certifying the names and true signatures of the officers of
                  the Borrower and such other Loan Party authorized to sign
                  this Agreement, the Notes and each other Loan Document to
                  which they are or are to be parties and the other documents
                  to be delivered hereunder and thereunder;




<PAGE>


                                      70

                       (v)    a copy of a certificate of the Secretary of
                  State of the state of incorporation of the Borrower, each
                  other Loan Party, each Designated Operating Company and each
                  other A Company, dated reasonably near the Effective Date,
                  listing the charter of such Person and each amendment
                  thereto on file in his office and certifying that (A) such
                  amendments are the only amendments to such Person's charter
                  on file in his office, (B) such Person has paid all
                  franchise taxes to the date of such certificate and (C) such
                  Person is duly incorporated or organized and in good
                  standing under the laws of such state, and a copy of a
                  certificate of corporate existence of the Bank, dated
                  reasonably near the Effective Date from the Office of Thrift
                  Supervision;

                           (vi) (A) a certificate of each A Company signed on
                  behalf of such Person by its President or a Vice President
                  and its Secretary or any Assistant Secretary, dated as of
                  the Effective Date (the statements made in such certificate
                  shall be true on and as of the Effective Date), certifying
                  as to (1) the absence of any amendments to the charter of
                  such Person since the date of the Secretary of State's
                  certificate referred to in clause (v) above, (2) the absence
                  of any amendments to the bylaws of such Person since the
                  date of the certificate in respect of such bylaws that was
                  delivered to the Administrative Agent pursuant to the terms
                  of Section 3.01 or 3.02, as the case may be, of the Original
                  Credit Agreement, (3) the due incorporation and good
                  standing of such Person as a corporation under the laws of
                  the relevant state of incorporation, and the absence of any
                  proceeding for the dissolution or liquidation of such
                  Person, (4) the truth in all material respects of the
                  representations and warranties made by such Person contained
                  in the Loan Documents as though made on and as of the
                  Effective Date and (5) the absence of any event occurring
                  and continuing, or resulting from the Effective Date, that
                  constitutes a Default, (B) a certificate of Coleman
                  Guarantor signed on behalf of Coleman Guarantor by its
                  President or a Vice President and its Secretary or any
                  Assistant Secretary, dated as of the Effective Date (the
                  statements made in such certificate shall be true on and as
                  of the Effective Date), certifying as to (1) the absence of
                  any amendments to the charter of Coleman since the date of
                  the Secretary of State's certificate referred to in clause
                  (v) above, (2) the absence of any amendments to the bylaws
                  of Coleman since the date of the certificate in respect of
                  such bylaws that was delivered to the Administrative Agent
                  pursuant to the terms of Sections 3.01 and 3.02 of the
                  Original Credit Agreement and (3) the due incorporation and
                  good standing of Coleman as a corporation organized under
                  the laws of the State of Delaware, and the absence of any
                  proceeding for the dissolution or liquidation of Coleman,
                  (C) a certificate of the Borrower signed on behalf of the
                  Borrower by its President or a Vice President and its
                  Secretary or any Assistant Secretary, dated as of the
                  Effective Date (the statements made in


<PAGE>


                                      71

                  such certificate shall be true on and as of the Effective
                  Date), certifying as to (1) the absence of any amendments to
                  the charter of Marvel since the date of the Secretary of
                  State's certificate referred to in clause (v) above, (2) the
                  absence of any amendments to the bylaws of Marvel since the
                  date of the certificate in respect of such bylaws that was
                  delivered to the Administrative Agent pursuant to the terms
                  of Sections 3.01 and 3.02 of the Original Credit Agreement,
                  and (3) the due incorporation and good standing of Marvel as
                  a corporation organized under the laws of the State of
                  Delaware, and the absence of any proceeding for the
                  dissolution or liquidation of Marvel, (D) a certificate of
                  New World Guarantor signed on behalf of New World Guarantor
                  by its President or a Vice President and its Secretary or
                  any Assistant Secretary, dated as of the Effective Date (the
                  statements made in such certificate shall be true on and as
                  of the Effective Date), certifying as to (1) the absence of
                  any amendments to the charter of New World since the date of
                  the Secretary of State's certificate referred to in clause
                  (v) above, (2) the absence of any amendments to the bylaws
                  of New World since the date of the certificate in respect of
                  such bylaws that was delivered to the Administrative Agent
                  pursuant to the terms of Section 3.02 of the Original Credit
                  Agreement and (3) the due incorporation and good standing of
                  New World as a corporation organized under the laws of the
                  State of Delaware, and the absence of any proceeding for the
                  dissolution or liquidation of New World, and (E) a
                  certificate of C&F Guarantor signed on behalf of C&F
                  Guarantor by its President or a Vice President and its
                  Secretary or any Assistant Secretary, dated as of the
                  Effective Date (the statements made in such certificate
                  shall be true on and as of the Effective Date), certifying
                  as to (1) the absence of any amendments to the charter of
                  MCG since the date of the Secretary of State's certificate
                  referred to in clause (v) above, (2) the absence of any
                  amendments to the bylaws of MCG since the date of the
                  certificate in respect of such bylaws that was delivered to
                  the Administrative Agent pursuant to the terms of Section
                  3.01 of the Third Credit Agreement and (3) the due
                  incorporation and good standing of MCG as a corporation
                  organized under the laws of the State of Delaware, and the
                  absence of any proceeding for the dissolution or liquidation
                  of MCG;

                           (vii) a certificate of Mafco to the effect (A) that
                  no information provided by Mafco or any Subsidiary of Mafco
                  to the Administrative Agent or any Lender in connection with
                  the Original Credit Agreement, the Second Credit Agreement,
                  the Third Credit Agreement, the Existing Credit Agreement or
                  this Agreement, as such information has been amended,
                  supplemented or superseded by any other information
                  delivered to the same parties receiving such information
                  contained or contains any material misstatement of fact or
                  omitted or omits to state any material fact necessary to
                  make the statements



<PAGE>


                                      72

                  therein, in the light of the circumstances under which they
                  were made, not misleading except that, as to any financial
                  model included therein, such certificate shall be limited to
                  a statement that such model was prepared in good faith by
                  Mafco's or such Subsidiary's management based on assumptions
                  believed to be reasonable when made and may be further
                  qualified by a statement to the effect that because
                  assumptions as to future results are inherently subject to
                  uncertainty and contingencies beyond Mafco's or such
                  Subsidiary's control, actual results of Mafco or such
                  Subsidiary may be higher or lower, (B) the Mafco Guaranty is
                  in full force and effect on the Effective Date, (C) that
                  other than the agreements referenced in Section 3.01(h)(xi),
                  the charter documents of each A Company and each FN Party,
                  the Loan Documents and the Related Documents, there is no
                  other agreement, contract, loan agreement, indenture,
                  mortgage, deed of trust, lease or other instrument binding
                  on or affecting any A Company or any FN Party that imposes
                  any material Obligation or any material restriction on any A
                  Company or any FN Party, (D) that the agreements referenced
                  in Section 3.01(h)(xi) are the only agreements, contracts,
                  loan agreements, indentures, mortgages, deeds of trust,
                  leases or other instruments (1) evidencing Debt of any
                  Designated Operating Company or any of their Subsidiaries
                  outstanding on the Effective Date, (2) governing the terms
                  of Debt of any Designated Operating Company or any of their
                  Subsidiaries outstanding on the Effective Date, or (3)
                  containing any commitment or other agreement by any Person
                  to extend credit that would constitute Debt to any
                  Designated Operating Company or any of their Subsidiaries,
                  in each case that imposes or will impose material
                  Obligations or material restrictions on any Designated
                  Operating Company and its Subsidiaries taken as a whole and
                  (E) that there is no other agreement or contract binding on
                  or affecting any Designated Operating Company or any of
                  their Subsidiaries that contains provisions that would
                  restrict any Loan Party from performing or that would impair
                  the ability of any Loan Party to perform, any of the
                  obligations of such Loan Party under the Loan Documents;

                           (viii) the Mafco Security Agreement in
                  substantially the form of Exhibit D-1 duly executed by
                  Mafco, the Borrower Security Agreement in substantially the
                  form of Exhibit D-2 duly executed by the Borrower, and the
                  Borrower Parent Security Agreement in substantially the form
                  of Exhibit D-3 duly executed by Borrower Parent, in each
                  case together with evidence that all other action that the
                  Administrative Agent may deem necessary or desirable in
                  order to perfect and protect the Liens created by such
                  Security Agreement have been taken, together with:




<PAGE>


                                      73

                                    (1) acknowledgement copies or stamped
                           receipt copies of proper amendments to the
                           financing statements previously filed in connection
                           with each Security Agreement; and

                                    (2) evidence that all other action that
                           the Administrative Agent may deem necessary or
                           desirable in order to perfect and protect the Liens
                           created by each Security Agreement;

                           (ix) the Mafco Guaranty in substantially the form
                  of Exhibit E-1, duly executed by Mafco, the Borrower Parent
                  Guaranty in substantially the form of Exhibit E-2, duly
                  executed by Borrower Parent, the C&F Guaranty in
                  substantially the form of Exhibit E-3, duly executed by the
                  C&F Guarantor, the Cigar Guaranty in substantially the form
                  of Exhibit E-4, duly executed by Cigar Guarantor, the
                  Coleman Guaranty in substantially the form of Exhibit E-5,
                  duly executed by Coleman Guarantor, the Flavors Guaranty in
                  substantially the form of Exhibit E-6, duly executed by
                  Flavors Guarantor, and the New World Guaranty in
                  substantially the form of Exhibit E-7, duly executed by New
                  World Guarantor;

                           (x) the C&F Pledge Agreement in substantially the
                  form of Exhibit F-1, duly executed by C&F Guarantor, the
                  Cigar Pledge Agreement in substantially the form of Exhibit
                  F-2, duly executed by Cigar Guarantor, the Coleman Pledge
                  Agreement in substantially the form of Exhibit F-3, duly
                  executed by Coleman Guarantor, the Coleman Worldwide Pledge
                  Agreement in substantially the form of Exhibit F-4, duly
                  executed by Coleman Worldwide, the Flavors Pledge Agreement
                  in substantially the form of Exhibit F-5, duly executed by
                  Flavors Guarantor, the Four Star Pledge Agreement in
                  substantially the form of Exhibit F-6, duly executed by Four
                  Star, the Mafco Pledge Agreement in substantially the form
                  of Exhibit F-7, duly executed by Mafco, the M&F Pledge
                  Agreement in substantially the form of Exhibit F-8, duly
                  executed by M&F, the New Coleman Pledge Agreement in
                  substantially the form of Exhibit F-9, duly executed by New
                  Coleman, the New World Pledge Agreement in substantially the
                  form of Exhibit F-10, duly executed by New World Guarantor,
                  and the Second Andrews Pledge Agreement in substantially the
                  form of Exhibit F-11, duly executed by Andrews, together
                  with:

                                    (1) acknowledgment copies or stamped
                           receipt copies of proper amendments to the
                           financing statements previously filed in connection
                           with each Pledge Agreement, in form and substance
                           satisfactory to the Administrative Agent,



<PAGE>


                                      74

                                    (2)     completed requests for information,
                           dated on or before the Effective Date, listing the
                           financing statements referred to in clause(1) above,

                                    (3)     in the case of the Second Andrews
                           Pledge Agreement, copies of the News Corp. Contract,
                           and

                                    (4)     evidence that all other action that
                           the Administrative Agent may deem necessary or
                           desirable in order to perfect and protect the Liens
                           created by the each Pledge Agreement has been
                           taken;

                           (xi) a certificate of Mafco to the effect that,
                  other than the agreements delivered to the Administrative
                  Agent pursuant to Section 3.01(g)(xii)(B) and Section
                  3.02(i)(xi)(B) of the Original Credit Agreement and other
                  than as specified in and delivered pursuant to such
                  certificate and the certificate of Mafco delivered pursuant
                  to Section 3.01(f)(x) of the Second Credit Agreement,
                  Section 3.01(f)(ix) of the Third Credit Agreement and
                  Section 3.01(f)(x) of the Existing Credit Agreement, there
                  is no other contract, loan agreement, indenture, mortgage,
                  deed of trust, lease or other instrument (1) evidencing Debt
                  of any A Company, (2) governing the terms of Debt of any A
                  Company, or (3) containing any commitment or other agreement
                  by any Person to extend credit that would constitute Debt to
                  any A Company or any Designated Operating Company or any of
                  its Subsidiaries, in each case that imposes any material
                  obligation or any material restriction on any A Company or
                  any Designated Operating Company and its Subsidiaries, taken
                  as a whole;

                           (xii) such financial, business and other
                  information regarding each Loan Party and their Subsidiaries
                  as the Lender Parties shall have reasonably requested,
                  including, without limitation, information as to possible
                  contingent liabilities, tax matters, environmental matters,
                  obligations under ERISA and Welfare Plans, collective
                  bargaining agreements and other arrangements with employees,
                  annual financial statements of the Bank dated December 31,
                  1995, interim financial statements of the Bank dated the end
                  of the most recent fiscal quarter for which financial
                  statements are available, pro forma financial statements as
                  to the Borrower, and forecasts prepared by management of the
                  Bank, in form and substance satisfactory to the Lender
                  Parties, of balance sheets, income statements and cash flow
                  statements of the Bank on a quarterly basis for the term of
                  the Tranche A Revolving Credit Facility;

                           (xiii) certified copies of (A) an amendment and
                  restatement (each in form and substance satisfactory to the
                  Lender Parties) of the voting trust agreement relating to
                  the capital stock of the Borrower, the Borrower Parent,


<PAGE>


                                      75

                  C&F Guarantor, Cigar Guarantor, Coleman Guarantor, Flavors
                  Guarantor, New World Guarantor, FG Guarantor and First
                  Gibraltar and (B) the Term Credit Agreement;

                           (xiv) copies of the Equity Contribution Agreement,
                  duly executed by the Borrower and Borrower Parent, in
                  substantially the form of Exhibit G, and the First Gibraltar
                  Loan Agreement, duly executed by First Gibraltar and
                  Borrower Parent, in substantially the form of Exhibit H;

                           (xv) a letter, in form and substance satisfactory
                  to the Administrative Agent, from Mafco to Ernst & Young,
                  independent certified public accountants, advising such
                  accountants that the Administrative Agent and the Lender
                  Parties have relied upon the financial statements of
                  Coleman, New World and MCG in determining whether to enter
                  into the Loan Documents and have been authorized to exercise
                  all rights of Mafco to require such accountants to disclose
                  any and all financial statements and any other information
                  of any kind that they may have with respect to such Persons
                  and their Subsidiaries and directing such accountants to
                  comply with any reasonable request of the Administrative
                  Agent or any Lender Party for such information;

                           (xvi) a letter, in form and substance satisfactory
                  to the Administrative Agent, from the Bank to KPMG Peat
                  Marwick, independent certified public accountants, advising
                  such accountants that the Administrative Agent and the
                  Lender Parties have relied upon the financial statements of
                  the Bank in determining whether to enter into the Loan
                  Documents and have been authorized to exercise all rights of
                  the Bank to require such accountants to disclose any and all
                  financial statements and any other information of any kind
                  that they may have with respect to the Bank and its
                  Subsidiaries and directing such accountants to comply with
                  any reasonable request of the Administrative Agent or any
                  Lender Party for such information;

                           (xvii) favorable opinions of counsel to Mafco
                  reasonably satisfactory to the Lender Parties, in form and
                  substance reasonably satisfactory to the Lender Parties;

                           (xviii) a favorable opinion of Shearman & Sterling,
                  counsel for the Administrative Agent, in form and substance
                  reasonably satisfactory to the Administrative Agent; and

                           (xix) such other information, approvals, opinions
                  or other documents as the Administrative Agent may
                  reasonably request.



<PAGE>


                                      76


                  SECTION 3.02. Conditions Precedent to Each Borrowing and
Issuance. The obligation of each Lender to make an Advance (other than a
Letter of Credit Advance made by the Issuing Bank or a Lender pursuant to
Section 2.03(c)) on the occasion of each Borrowing (including the initial
Borrowing), and the obligation of the Issuing Bank to issue a Letter of Credit
(including the initial issuance) or renew a Letter of Credit and the right of
the Borrower to request the issuance or renewal of a Letter of Credit, shall
be subject to the further conditions precedent that on the date of such
Borrowing or issuance (a) the following statements shall be true (and each of
the giving of the applicable Notice of Borrowing or Notice of Issuance and the
acceptance by the Borrower of the proceeds of such Borrowing or of such Letter
of Credit or the renewal of such Letter of Credit shall constitute a
representation and warranty by the Borrower that both on the date of such
notice and on the date of such Borrowing or issuance or renewal such
statements are true):

                  (i) The representations and warranties contained in the Loan
         Documents are correct in all material respects on and as of such
         date, before and after giving effect to such Borrowing or issuance
         and to the application of the proceeds therefrom, as though made on
         and as of such date, except to the extent such representations and
         warranties specifically relate to an earlier date, in which case such
         representations and warranties were true, correct and complete in all
         material respects on and as of such earlier date; and

                  (ii) No event has occurred and is continuing, or would
         result from such Borrowing or issuance or from the application of the
         proceeds therefrom, which constitutes a Default,

(b) the Borrower shall, on the seventh Business Day prior to the date of such
Borrowing or issuance, deliver to the Administrative Agent either (1) a
Look-Forward Certificate or (2) a Deposit Certificate if a Look-Forward
Certificate has been delivered to the Administrative Agent within 90 days
prior to the date of such Borrowing or issuance, and the Required Lenders
shall not have determined, within 4 Business Days following the date of
receipt of such Look-Forward Certificate or Deposit Certificate, as the case
may be, in their reasonable discretion, that the pro forma amounts available
to be loaned by First Gibraltar to Borrower Parent, together with amounts
received by Mafco pursuant to or in connection with any Related Document, will
be less than $8 million in any calendar quarter or will not be sufficient to
pay interest on the Advances then outstanding, (c) in the case of the first
Borrowing after the New Marvel Shares have been pledged pursuant to the Loan
Documents and the "Loan Documents" under the Term Credit Agreement, the
Borrower shall have delivered to the Administrative Agent an appropriately
completed Federal Reserve Form U-1 for each Lender and (d) the Administrative
Agent shall have received such other certificates, opinions and other
documents as any Lender Party through the Administrative Agent may reasonably
request in order to confirm (i) the accuracy of the Borrower's representations
and

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                                      77

warranties, (ii) the Borrower's timely compliance with the terms, covenants
and agreements set forth in this Agreement, and (iii) the absence of any
Default.

                  SECTION 3.03. Determinations Under Section 3.01. For
purposes of determining compliance with the conditions specified in Section
3.01, each Lender Party shall be deemed to have consented to, approved or
accepted or to be satisfied with each document or other matter required
thereunder to be consented to or approved by or acceptable or satisfactory to
the Lender Parties unless an officer of the Administrative Agent responsible
for the transactions contemplated by this Agreement shall have received notice
from such Lender Party prior to the earlier of the initial Borrowing or the
initial issuance of a Letter of Credit specifying its objection thereto and if
such earlier event consists of a Borrowing, such Lender Party shall not have
made available to the Administrative Agent such Lender Party's ratable portion
of such Borrowing.


                                  ARTICLE IV

                        REPRESENTATIONS AND WARRANTIES

                  SECTION 4.01.  Representations and Warranties of the
Borrower.  The Borrower represents and warrants as follows:

                  (a) The Borrower (i) is a corporation duly organized,
         validly existing and in good standing under the laws of the
         jurisdiction of its incorporation, (ii) is duly qualified and in good
         standing as a foreign corporation in each other jurisdiction in which
         it owns or leases property or in which the conduct of its business
         requires it to so qualify or be licensed except where the failure to
         so qualify or be licensed would not have a Material Adverse Effect
         (with respect to clause (a) of the definition thereof, the term
         "Person" shall refer to the Borrower) and (iii) has all requisite
         corporate power and authority to own or lease and operate its
         properties and to carry on its business as now conducted and as
         proposed to be conducted. All of the outstanding capital stock of the
         Borrower has been validly issued, is fully paid and non-assessable
         and is owned by the Borrower Parent free and clear of all Liens
         except for the Liens created by the Collateral Documents.

                  (b) Set forth on Schedule II hereto is a complete and
         accurate list relating to the Borrower, showing as of the date hereof
         the jurisdiction of its incorporation, the number of shares of each
         class of capital stock authorized, and the number outstanding, on the
         date hereof and the percentage of the outstanding shares of each such
         class owned (directly or indirectly) by Borrower Parent and the
         number of shares covered by all outstanding options, warrants, rights
         of conversion or purchase and similar rights at the date hereof.



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                                      78


                  (c) The execution, delivery and performance by the Borrower
         of this Agreement, the Notes, each Loan Document and each Related
         Document to which it is or is to be a party and the consummation by
         the Borrower of the transactions contemplated hereby, are within the
         Borrower's corporate powers, have been duly authorized by all
         necessary corporate action, and do not (i) contravene the Borrower's
         charter or by-laws, (ii) violate any law (including, without
         limitation, the Exchange Act), rule, regulation (including, without
         limitation, Regulation X of the Board of Governors of the Federal
         Reserve System), order, writ, judgment, injunction, decree,
         determination or award, (iii) conflict with or result in the breach
         of, or constitute a default under, any loan agreement, contract,
         indenture, mortgage, deed of trust, lease or other instrument binding
         on or affecting any Loan Party, any of its Subsidiaries (other than
         any Subsidiaries of the Borrower) or any of its or their properties,
         the effect of which conflict, breach or default is reasonably likely
         to have a Material Adverse Effect (with respect to clause (a) of the
         definition thereof, the term "Person" shall refer to the Borrower) or
         (iv) except for the liens created by the Collateral Documents, the
         voting trust agreements (other than the voting trust agreements
         relating to the capital stock of FN Holdings and FN Parent) referred
         to in Sections 3.01(g)(xvi) and 3.02(i)(xv) of the Original Credit
         Agreement, the Amended and Restated Voting Trust Agreement dated as
         of December 16, 1996 among The Bank of New York, the Cigar Guarantor,
         C&F Guarantor and the Collateral Agent, the Amended and Restated
         Voting Trust Agreement dated as of December 16, 1996 among The Bank
         of New York, the Flavors Guarantor, C&F Guarantor and the Collateral
         Agent, the Amended and Restated Voting Trust Agreement dated as of
         December 16 , 1996 among Trans Network Insurance Services Inc., FG
         Guarantor, The Bank of New York and the Collateral Agent, the Second
         Amended and Restated Voting Trust Agreement dated as of December 16,
         1996 among FG Guarantor, First Gibraltar, The Bank of New York and
         the Collateral Agent and the voting trust agreement to be entered
         into (on or prior to the Revlon Inclusion Date) by Revlon Finance
         Corporation, Revlon Guarantor, The Bank of New York and the
         Collateral Agent, result in or require the creation or imposition of
         any Lien upon or with respect to any of the properties of any Loan
         Party or any of its Subsidiaries (other than the Subsidiaries of the
         Borrower). The Borrower is not in violation of any such law, rule,
         regulation, order, writ, judgment, injunction, decree, determination
         or award or in breach of any such contract, loan agreement,
         indenture, mortgage, deed of trust, lease or other instrument, the
         violation or breach of which would be reasonably likely to have a
         Material Adverse Effect (with respect to clause (a) of the definition
         thereof, the term "Person" shall refer to the Borrower).

                  (d) No authorization or approval or other action by, and no
         notice to or filing with, any governmental authority or regulatory
         body is required for (i) the due execution, delivery and performance
         by the Borrower of this Agreement or the Notes or any other Loan
         Document or any Related Document to which it is or is to be a



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                                      79

         party or for the consummation of the transactions contemplated
         hereby, (ii) the grant by the Borrower of the Liens granted by it
         pursuant to the Collateral Documents, (iii) the perfection or
         maintenance of the Liens created by the Collateral Documents
         (including the first priority nature thereof) or (iv) the exercise by
         the Administrative Agent or any Lender Party of its rights under the
         Loan Documents or the remedies in respect of the Collateral pursuant
         to the Collateral Documents, except for the filing of financing
         statements in accordance with Sections 3.01 and 3.02 of the Original
         Credit Agreement, Section 3.01(f)(vii) and (viii) of the Second
         Credit Agreement, Section 3.01(f)(vii) of the Third Credit Agreement,
         Section 3.01(f)(ix) of the Existing Credit Agreement and the filing
         of amendments to financing statements in accordance with Section 3.01
         and except as may be required in connection with the disposition of
         any portion of the Collateral by laws affecting the offering and sale
         of securities generally; provided, however, that no representation or
         warranty is made as to any consent of, authorization, approval or
         other action by, or notice to or filing with, any banking agency or
         regulatory body applicable to the Administrative Agent, the
         Collateral Agent, the Syndication Agent or the Documentation Agent.

                  (e) This Agreement has been, and each of the Notes, each
         other Loan Document to which the Borrower is a party when delivered
         hereunder will have been, duly executed and delivered by the
         Borrower. This Agreement is, and each of the Notes and each other
         Loan Document to which the Borrower is a party when delivered
         hereunder will be, the legal, valid and binding obligations of the
         Borrower, enforceable against the Borrower in accordance with its
         terms, subject to applicable bankruptcy, insolvency, reorganization,
         moratorium or similar laws affecting the enforceability of creditor's
         rights generally.

                  (f) The Consolidated and consolidating balance sheets of
         Marvel III and its Subsidiaries as at December 31, 1995, and the
         related Consolidated and consolidating statements of income and cash
         flows of Marvel III and its Subsidiaries for the fiscal year then
         ended, accompanied, in the case of the aforementioned Consolidated
         balance sheets and related Consolidated statements of income and cash
         flows, by an opinion of Ernst & Young, independent public
         accountants, and the Consolidated and consolidating balance sheets of
         Marvel III and its Subsidiaries as at September 30, 1996, and the
         related Consolidated and consolidating statements of income and cash
         flows of Marvel III and its Subsidiaries for the nine months then
         ended, duly certified by the chief financial officer of Marvel III,
         copies of which have been furnished to each Lender Party, fairly
         present, subject, in the case of said balance sheets as at September
         30, 1996, and said statements of income and cash flows for the three
         months then ended, to year-end audit adjustments, the Consolidated
         and consolidating financial condition of Marvel III and its
         Subsidiaries as at such dates and the Consolidated and consolidating
         results of the operations of Marvel III and its



<PAGE>


                                      80

         Subsidiaries for the periods ended on such dates, all in accordance
         with generally accepted accounting principles applied on a consistent
         basis.

                  (g) There is no pending or threatened action, proceeding,
         governmental investigation or arbitration affecting any Loan Party,
         the Bank or any of their Subsidiaries (other than any Subsidiary of
         the Borrower ) before any court, governmental agency or arbitrator,
         which is reasonably likely to have a Material Adverse Effect (with
         respect to clause (a) of the definition thereof, the term "Person"
         shall refer to such Loan Party or the Bank, as the case may be) or
         that purports to affect the legality, validity or enforceability of
         this Agreement, any Note, any other Loan Document or any Related
         Document or the consummation of the transactions contemplated hereby
         or thereby.

                  (h) The Borrower is not engaged in the business of extending
         credit for the purpose of purchasing or carrying Margin Stock and no
         proceeds of any Advance or drawings under any Letter of Credit will
         be used to purchase or carry any Margin Stock (other than the Coleman
         Worldwide LYONS, common stock of Coleman or the New Marvel Shares),
         or to extend credit to others for the purpose of purchasing or
         carrying any Margin Stock.

                  (i) No proceeds of any Advance or drawings under any Letter
         of Credit will be used to acquire any equity security of a class that
         is registered pursuant to Section 12 of the Exchange Act (other than
         the Coleman Worldwide LYONS, common stock of Coleman and the New
         Marvel Shares).

                  (j) The Borrower and its ERISA Affiliates are in compliance
         in all material respects with the applicable provisions of ERISA and
         the Code with respect to each Plan thereof. No ERISA Event has
         occurred or is reasonably expected to occur with respect to any Plan
         of the Borrower or any of its ERISA Affiliates. The amount of all
         Unfunded Pension Liabilities under all Plans of the Borrower and its
         ERISA Affiliates does not exceed $60,000,000. None of the Borrower or
         any of its ERISA Affiliates has made contributions or incurred any
         Withdrawal Liability to any Multiemployer Plan within the past five
         years, and it is not reasonably expected that such contributions
         shall be made or required or that such liability shall be incurred in
         any such case in amounts or under circumstances that would be
         reasonably likely to result in a material liability to the Borrower
         or any of its ERISA Affiliates. Schedule B (Actuarial Information) to
         the 1995 annual report (Form 5500 Series) for each Plan of the
         Borrower and each of its ERISA Affiliates, copies of which have been
         filed with the Internal Revenue Service and furnished or made
         available to the Lender Parties, is complete and accurate in all
         material respects and fairly presents the funding status of such
         Plan, and since the date of such Schedule B there has been no
         material adverse change in such funding status. The obligations of
         the Borrower



<PAGE>


                                      81

         and its Subsidiaries for post-retirement benefits to be provided
         under Plans which are welfare benefit plans (as defined in Section
         3(l) of ERISA) are not reasonably likely to have a Material Adverse
         Effect (in the case of clause (a) of the definition thereof, the term
         "Person" shall refer to the Borrower).

                  (k) The operations and properties of the Borrower are in
         substantial compliance with all Environmental Laws, all necessary
         Environmental Permits have been obtained and are in effect for the
         operations and properties of the Borrower and the Borrower is in
         compliance with all such Environmental Permits, except, as to all of
         the above, where the failure to do so would not be reasonably likely
         to have a Material Adverse Effect (in the case of clause (a) of the
         definition thereof, the term "Person" shall refer to the Borrower);
         and no circumstances exist that are reasonably likely to (i) form the
         basis of an Environmental Action against the Borrower or any of its
         properties or (ii) cause any such property to be subject to any
         restrictions on ownership, occupancy, use or transferability under
         any Environmental Law that would, in the case of either (i) or (ii)
         above, be reasonably likely to have a Material Adverse Effect (in the
         case of clause (a) of the definition thereof, the term "Person" shall
         refer to the Borrower).

                  (l) The Borrower has filed, has caused to be filed or has
         been included in all tax returns (Federal, state, local and foreign)
         required to be filed and has paid all taxes shown thereon to be due,
         together with applicable interest and penalties.

                  (m) The Borrower is not an "investment company," or an
         "affiliated person" of, or "promoter" or "principal underwriter" for,
         an "investment company", as such terms are defined in the Investment
         Company Act of 1940, as amended. Neither the making of any Advances,
         nor the issuance of any Letters of Credit, nor the application of the
         proceeds or repayment thereof by the Borrower, nor the consummation
         of the other transactions contemplated hereby, will violate any
         provision of such Act or any rule, regulation or order of the
         Securities and Exchange Commission thereunder.

                  (n)      The Borrower is Solvent.

                  (o) Set forth on Schedule III hereto is a complete and
         accurate list of all Debt (other than intercompany Debt, Debt under
         the Loan Documents and Debt under the Term Credit Agreement and the
         "Loan Documents" referred to therein) of the Borrower as of the date
         hereof, showing as of the date hereof the principal amount
         outstanding thereunder; and there is no other agreement, contract,
         loan agreement, indenture, mortgage, deed of trust, lease or other
         instrument binding on or affecting the Borrower that imposes any
         material Obligation or material restriction on the Borrower.


<PAGE>


                                      82


                  (p) Set forth on Schedule IV hereto is a complete and
         accurate list of all Investments held by the Borrower as of the date
         hereof, showing as of the date hereof the amount, obligor or issuer
         and maturity, if any, thereof.

                  SECTION 4.02. Representations and Warranties Applicable to
Marvel. During the Marvel Inclusion Period, the representations and warranties
contained in Section 4.01(g), (k), (l) and (m) and in the last sentence of
Section 4.01(c) shall be deemed to also cover Marvel and its Subsidiaries as
if such Persons were explicitly referred to in such Sections.


                                   ARTICLE V

                           COVENANTS OF THE BORROWER

                  SECTION 5.01. Affirmative Covenants. So long as any Advance
shall remain unpaid, any Letter of Credit shall be outstanding or any Lender
Party shall have any Commitment hereunder, the Borrower will:

                  (a) Compliance with Laws, Etc. Comply, and, during the
         Marvel Inclusion Period, cause Marvel and each of its Subsidiaries to
         comply, in all material respects with all applicable laws, rules,
         regulations and orders (such compliance to include, without
         limitation, paying before the same become delinquent all taxes,
         assessments and governmental charges imposed upon it or upon its
         property except to the extent contested in good faith), the failure
         to comply with which would, individually or in the aggregate, be
         reasonably likely to have a Material Adverse Effect (with respect to
         clause (a) of the definition thereof, the term "Person" shall refer
         to the Borrower).

                  (b) Compliance with Environmental Laws. Comply and, during
         the Marvel Inclusion Period, cause Marvel and each of its
         Subsidiaries and all lessees and all other Persons occupying its
         properties to comply, in all material respects, with all
         Environmental Laws and Environmental Permits applicable to its
         operations and properties; obtain and renew all Environmental Permits
         necessary for its operations and properties; and conduct, and cause,
         during the Marvel Inclusion Period, Marvel and each of its
         Subsidiaries to conduct, any investigation, study, sampling and
         testing, and undertake any cleanup, removal, remedial or other action
         necessary to remove and clean up all Hazardous Materials from any of
         its properties, in accordance with the requirements of all
         Environmental Laws; provided, however, that the Borrower and, during
         the Marvel Inclusion Period, Marvel and its Subsidiaries shall not be
         required to undertake any such cleanup, removal, remedial or other
         action to the extent that its obligation to do so is being contested
         in good faith and by proper



<PAGE>


                                      83

         proceedings and appropriate reserves are being maintained with
         respect to such circumstances.

                  (c) Maintenance of Insurance. Maintain, and, during the
         Marvel Inclusion Period, cause Marvel and each of its Subsidiaries to
         maintain, insurance with responsible and reputable insurance
         companies or associations in such amounts and covering such risks as
         is usually carried by companies engaged in similar businesses and
         owning similar properties in the same general areas in which the
         Borrower, Marvel or such Subsidiary operates.

                  (d) Preservation of Corporate Existence, Etc. Preserve and
         maintain, and, during the Marvel Inclusion Period, cause Marvel to
         preserve and maintain, its corporate existence, rights (charter and
         statutory) and franchises; provided, however, that neither the
         Borrower nor Marvel shall be required to preserve any of its rights
         or franchises if the Board of Directors of the Borrower (or, in the
         case of Marvel, the executive committee of the Board of Directors of
         Marvel) shall determine that the preservation thereof is no longer
         desirable in the conduct of the business of the Borrower or Marvel,
         as the case may be, and that the loss thereof is not disadvantageous
         in any material respect to the Borrower, Marvel or the Lender
         Parties.

                  (e) Visitation Rights. At any reasonable time and from time
         to time, upon reasonable prior notice permit the Administrative Agent
         or any of the Lender Parties or any agents or representatives
         thereof, to the extent reasonably requested to examine and make
         copies of and abstracts from the records and books of account of, and
         visit the properties of, the Borrower and, during the Marvel
         Inclusion Period, Marvel and its Subsidiaries, and to discuss the
         affairs, finances and accounts of the Borrower and, during the Marvel
         Inclusion Period, Marvel and its Subsidiaries with any of their
         officers or directors and with their independent certified public
         accountants.

                  (f) Keeping of Books. Keep, and cause, during the Marvel
         Inclusion Period, Marvel and each of its Subsidiaries to keep, proper
         books of record and account, in which full and correct entries shall
         be made of all financial transactions and the assets and business of
         the Borrower, Marvel and each such Subsidiary to the extent necessary
         to permit the preparation of the financial statements required to be
         delivered hereunder.

                  (g) Maintenance of Properties, Etc. Maintain and preserve,
         and cause, during the Marvel Inclusion Period, Marvel and each of its
         Subsidiaries to maintain and preserve, all of its properties that are
         used or useful in the conduct of its business in good working order
         and condition, ordinary wear and tear excepted.




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                                      84

                  (h) Termination of Financing Statements. Upon the request of
         the Administrative Agent, and at the expense of the Borrower, within
         10 days after such request, furnish to the Administrative Agent
         proper termination statements on Form UCC-3 covering such financing
         statements as the Administrative Agent may reasonably request that
         were listed in the completed requests for information referred to in
         Section 3.01(h)(x)(4).

                  (i)      Collateral Account.  Maintain the Borrower
         Collateral Account and the L/C Cash Collateral Account with Citibank
         pursuant to the terms of the Borrower Security Agreement.

                  (j)      Reporting Requirements.  Furnish to the Lender
         Parties through the Administrative Agent:

                           (i) as soon as available and in any event within 50
                  days after the end of each of the first three quarters of
                  each fiscal year of the Borrower, Consolidated balance
                  sheets of the Borrower and its Subsidiaries as of the end of
                  such quarter and Consolidated statements of earnings, cash
                  flows and stockholders' equity of the Borrower and its
                  Subsidiaries for the period commencing at the end of the
                  previous fiscal year and ending with the end of such
                  quarter, certified (subject to normal year-end audit
                  adjustment and the absence of footnotes) on behalf of the
                  Borrower by the chief financial officer of the Borrower;

                           (ii) as soon as available and in any event within
                  105 days after the end of each fiscal year of the Borrower,
                  a copy of the annual audit report for such year for the
                  Borrower and its Subsidiaries, containing financial
                  statements for such year certified in a manner reasonably
                  acceptable to the Marvel IV Required Lenders by Ernst &
                  Young or other independent public accountants reasonably
                  acceptable to the Marvel IV Required Lenders;

                           (iii) together with each delivery of financial
                  statements pursuant to clauses (i) and (ii) above, a
                  certificate executed on behalf of the Borrower by a senior
                  officer of the Borrower stating that no Default has occurred
                  and is continuing or, if a Default has occurred and is
                  continuing, a statement as to the nature thereof and the
                  action that the Borrower has taken and proposes to take with
                  respect thereto;

                           (iv) as soon as possible and in any event within
                  five days after knowledge of the occurrence of each Default
                  continuing on the date of such statement, a statement
                  executed on behalf of the Borrower by the chief




<PAGE>


                                      85

                  financial officer of the Borrower setting forth details of
                  such Default and the action which the Borrower has taken and
                  proposes to take with respect thereto;

                           (v) as soon as available and in any event no later
                  than February 1 of each fiscal year of the Bank, forecasts
                  prepared by management of the Bank, in form satisfactory to
                  the Administrative Agent, of balance sheets and income
                  statements on a quarterly basis for the term of the
                  Facilities;

                           (vi) promptly after the sending or filing thereof,
                  copies of any filings and statements that the Borrower or
                  any Subsidiary of the Borrower files with the Securities and
                  Exchange Commission or any national securities exchange;

                           (vii) promptly and in any event within (A) thirty
                  days after the Borrower knows or has reason to know that any
                  ERISA Event with respect to the Borrower or any of its ERISA
                  Affiliates has occurred, a statement describing such ERISA
                  Event and the action, if any, that the Borrower or such
                  ERISA Affiliate proposes to take with respect thereto, (B)
                  thirty days either after receipt thereof by the Borrower or
                  after the Borrower knows or has reason to know of the
                  receipt thereof by any of its ERISA Affiliates from the
                  sponsor of a Multiemployer Plan of the Borrower or any of
                  its ERISA Affiliates, a copy of each notice received by any
                  such Person concerning the imposition of Withdrawal
                  Liability upon such Person, the reorganization or
                  termination of such Multiemployer Plan, or the amount of the
                  liability incurred, or that may be incurred, by the Borrower
                  or any of its ERISA Affiliates in connection with any such
                  event and (C) ten Business Days either after receipt thereof
                  by the Borrower or after the Borrower knows or has reason to
                  know of the receipt thereof by any of its ERISA Affiliates,
                  copies of each notice from the PBGC stating its intention to
                  terminate any Plan of the Borrower or any of its ERISA
                  Affiliates or to have a trustee appointed to administer any
                  such Plan, provided that in the case of any event described
                  in clauses (A), (B) or (C) hereof, such event shall have a
                  Material Adverse Effect (with respect to clause (a) of the
                  definition thereof, the term "Person" shall refer to the
                  Borrower);

                           (viii) in the event of any change in GAAP from the
                  date of the annual financial statements referred to in
                  Section 4.01(f) and upon delivery of any financial statement
                  required to be furnished under clauses (i) or (ii) of this
                  Section 5.01(j), a statement of reconciliation conforming
                  any information contained in such financial statement with
                  GAAP as in effect on the date of the annual financial
                  statements referred to in Section 4.01(f);




<PAGE>


                                      86

                           (ix) promptly upon any officer of the Borrower
                  obtaining knowledge thereof, written notice of (A) the
                  institution or non-frivolous threat of any action, suit,
                  proceeding, governmental investigation or arbitration
                  against or affecting the Borrower or any of its Subsidiaries
                  or any property of the Borrower or any of its Subsidiaries
                  (any such action, suit, proceeding, investigation or
                  arbitration being a "Proceeding") or (B) any material
                  development in any Proceeding that is already pending, where
                  such Proceeding or development has not previously been
                  disclosed by the Borrower hereunder and would be reasonably
                  likely to have a Material Adverse Effect (in the case of
                  clause (a) of the definition of Material Adverse Effect, the
                  term "Person" shall refer to the Borrower); together in each
                  case with such other information as any Lender through the
                  Administrative Agent may reasonably request to enable the
                  Lenders and their counsel to evaluate such matters;

                           (x) promptly after the furnishing thereof, copies
                  of any statement or report furnished to any other holder of
                  the securities of the Borrower or, during the Marvel
                  Inclusion Period, of Marvel or of any Subsidiary of Marvel
                  pursuant to the terms of any indenture, loan or credit or
                  similar agreement and not otherwise required to be furnished
                  to the Lenders pursuant to any other clause of this Section
                  5.01(j);

                           (xi) promptly upon receipt thereof, copies of all
                  notices, requests and other documents received by any Loan
                  Party or any Subsidiary of any Loan Party under or pursuant
                  to any Related Document and, from time to time upon request
                  by the Administrative Agent, such information and reports
                  regarding the Related Documents as the Administrative Agent
                  may reasonably request;

                           (xii) within 10 days after receipt, copies of all
                  Revenue Agent Reports (Internal Revenue Service Form 886),
                  or other written proposals of the Internal Revenue Service,
                  that propose, determine or otherwise set forth positive
                  adjustments to the Federal income tax liability of the
                  affiliated group (within the meaning of Section 1504(a)(1)
                  of the Internal Revenue Code) of which the Borrower is a
                  member aggregating $5,000,000 or more;

                           (xiii) promptly, and in any event within five
                  Business Days after the due date (with extensions) for
                  filing the final Federal income tax return in respect of
                  each taxable year, a certificate of the Borrower (a "Tax
                  Certificate"), signed on behalf of the Borrower by the
                  President or the chief financial officer of the Borrower,
                  stating that the common parent of the affiliated group
                  (within the meaning of Section 1504(a)(1) of the Internal
                  Revenue Code) of which the Borrower is a member has paid to
                  the Internal




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                                      87

                  Revenue Service or other taxing authority the full amount
                  that such affiliated group is required to pay in respect of
                  Federal income tax for such year;

                           (xiv) promptly after the occurrence thereof, notice
                  of any condition or occurrence on any property of the
                  Borrower or, during the Marvel Inclusion Period, Marvel or
                  any Subsidiary of Marvel that results in a material
                  noncompliance by the Borrower, Marvel or any of Marvel's
                  Subsidiaries with any Environmental Law or Environmental
                  Permit or would be reasonably likely to (i) form the basis
                  of an Environmental Action against the Borrower, Marvel or
                  any of Marvel's Subsidiaries or any such property that would
                  be reasonably likely to have a Material Adverse Effect (in
                  the case of clause (a) of the definition of Material Adverse
                  Effect, the term "Person" shall refer to the Borrower) or
                  (ii) cause any such property to be subject to any
                  restrictions on ownership, occupancy, use or transferability
                  under any Environmental Law or Environmental Permit or would
                  be reasonably likely to (i) form the basis of an
                  Environmental Action against the Borrower, Marvel or any of
                  Marvel's Subsidiaries or such property that could have a
                  Material Adverse Effect (in the case of clause (a) of the
                  definition of Material Adverse Effect, the term "Person"
                  shall refer to the Borrower);

                           (xv) promptly after any deposit in the Borrower
                  Collateral Account, a certificate signed on behalf of the
                  Borrower by the president or chief financial officer of the
                  Borrower, stating the amount of such deposit and the source
                  of the funds of such deposit, together with a schedule in
                  form and substance reasonably satisfactory to the
                  Administrative Agent setting forth in reasonable detail the
                  computations and other information on which the amount and
                  source of such deposit were determined; and

                           (xvi) such other information respecting the
                  condition (financial or otherwise), operations, assets or
                  business of the Borrower or any of its Subsidiaries as any
                  Lender Party through the Administrative Agent may from time
                  to time reasonably request.

                  (k) Look-Forward Certificate. With respect to each deposit
         (other than of income or proceeds of Collateral Investments) to the
         Collateral Accounts (other than the Second Mafco Collateral Account
         and the L/C Cash Collateral Account), the Borrower shall, within 15
         Business Days prior to the date of such deposit or within five
         Business Days after the date of such deposit, deliver a certificate
         (the "Look-Forward Certificate") to the Administrative Agent stating
         that the pro forma amounts available to be loaned by First Gibraltar
         to Borrower Parent, together with amounts received by Mafco pursuant
         to or in connection with any Related Document, will not be less than
         $8 million in any calendar quarter and will not be insufficient to
         pay



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                                      88

         interest on the Advances then outstanding, together with a schedule
         in form reasonably satisfactory to the Administrative Agent setting
         forth in reasonable detail the computations, assumptions and other
         information on which such certification is based) (taking into
         account, among other things, the Bank's performance to date, the
         quality of the Bank's assets and the presence of any agreement with
         the Bank's regulators including, but not limited to, an agreement
         relating to capital, asset quality, dividends or management);
         provided, however, that, notwithstanding the foregoing, if a
         Look-Forward Certificate has been delivered to the Administrative
         Agent within 90 days prior to a deposit in the Mafco Collateral
         Account of amounts paid under or in connection with any Related
         Document or Asset Sale, the Borrower may, instead of delivering a
         Look-Forward Certificate to the Administrative Agent, deliver a
         certificate (a "Deposit Certificate") to the Administrative Agent,
         within 15 Business Days prior to the date of such deposit or within
         five Business Days after the date of such deposit, stating that (x)
         there has been no adverse change in (1) the financial condition of
         each of the Bank and Mafco and its Subsidiaries, taken as a whole,
         since the date of the last Look-Forward Certificate that was
         delivered to the Administrative Agent or (2) the projections
         contained in such Look-Forward Certificate and (y) no event has
         occurred and is continuing which constitutes an Event of Default or
         would constitute an Event of Default but for the requirement that
         notice be given or time elapse or both.

                  (l) Transactions with Affiliates. Conduct, and cause each of
         its Subsidiaries to conduct, all transactions otherwise permitted
         under the Loan Documents with any of their Affiliates (other than the
         Borrower or any of its Subsidiaries) on terms that are fair and
         reasonable and no less favorable to the Borrower or such Subsidiary
         than it would obtain in a comparable arm's-length transaction with a
         Person that is not an Affiliate; provided, however, that for purposes
         of this Section 5.01(l), the term "Affiliate" shall not include any
         officer or director of the Borrower or such Subsidiary, as the case
         may be, who does not possess directly or indirectly the power to vote
         5% or more of the Voting Stock of the Borrower or its Subsidiaries;
         provided further that nothing in this Section 5.01(l) shall restrict
         the performance by the parties to (i) the Tax Sharing Agreement dated
         as of April 22, 1993 between Mafco and Marvel Holdings Inc., (ii) the
         Tax Sharing Agreement dated as of October 20, 1993 between Mafco and
         Marvel (Parent) Holdings Inc. and (iii) the Amended and Restated Tax
         Sharing Agreement dated as of January 1, 1994 among Mafco, Marvel III
         Holdings Inc., Marvel and certain Subsidiaries of Marvel, in each
         case, as the same may be amended, modified or otherwise supplemented
         from time to time, of their respective obligations thereunder.

                  (m)      Use of Proceeds.  Use the proceeds of the Advances
         for general corporate purposes of Mafco and its Subsidiaries;
         provided, however, that on and after the Tranche B Termination Date,
         no more than $200 million of the proceeds of


<PAGE>


                                      89

         the Advances outstanding at any time may be used for general
         corporate purposes of Mafco and its Subsidiaries other than for the
         purchase of the Coleman Worldwide LYONS or for the payment, in cash,
         of the exchange price to a holder of Coleman Worldwide LYONS in
         respect of such holder's Coleman Worldwide LYONS.

                  (n)      Mafco Tax Group.  Maintain its status as a member
         of the affiliated group (within the meaning of Section 1504(a)(1)
         of the Code) of which Mafco is the common parent.

                  (o) Net Cash Proceeds. Deposit all of the Net Cash Proceeds
         received by the Borrower from and after the Effective Date from Asset
         Sales (other than Net Cash Proceeds required to be applied to prepay
         or repay the Facilities or the Debt outstanding under the Term Credit
         Agreement) in the Mafco Collateral Account.

                  (p) LYONS Utilization. On the first Business Day of each
         month or upon request of the Administrative Agent, deliver a written
         report to the Administrative Agent and each Lender Party summarizing
         the LYONS Utilization since the Effective Date.

                  SECTION 5.02. Negative Covenants. So long as any Advance
shall remain unpaid, any Letter of Credit shall be outstanding or any Lender
Party shall have any Commitment hereunder, the Borrower will not:

                  (a) Liens, Etc. Create or suffer to exist any Lien, upon or
         with respect to any of its properties, whether now owned or hereafter
         acquired, or sign or file under the Uniform Commercial Code of any
         jurisdiction, a financing statement that names the Borrower as debtor
         or sign any security agreement authorizing any secured party
         thereunder to file such financing statement, or assign any right to
         receive income, other than the following Liens: (i) Liens created by
         the Loan Documents or the "Loan Documents" referred to in the Term
         Credit Agreement; (ii) the Liens described on Schedule V provided
         that in the event any property subject to any such Lien is released
         from such Lien, such released property may not thereafter be
         subjected to any Lien other than Liens created by the Loan Documents
         or the "Loan Documents" referred to in the Term Credit Agreement;
         (iii) mechanics', materialmen's, carriers' and similar Liens arising
         in the ordinary course of business securing obligations that are not
         overdue for a period of more than 30 days or which are being
         contested in good faith and by proper proceedings and as to which
         appropriate reserves are being maintained; (iv) Liens for taxes,
         assessments and governmental charges or levies not yet due and
         payable or which are being contested in good faith and by proper
         proceedings and as to which appropriate reserves are being
         maintained; and (v) judgment or other similar Liens, provided that
         there shall be no period of more


<PAGE>


                                      90

         than 10 consecutive days during which a stay of enforcement of the
         related judgment shall not be in effect.

                  (b) Lease Obligations. Create, incur, assume or suffer to
         exist any obligations as lessee (i) for the rental or hire of real or
         personal property in connection with any sale and leaseback
         transaction, or (ii) for the rental or hire of other real or personal
         property of any kind under leases or agreements to lease having an
         original term of one year or more.

                  (c)      Mergers, Etc.  Merge into or consolidate with any
         Person or permit any Person to merge into it.

                  (d)      Sales, Etc. of Assets.  Sell, lease, transfer or
         otherwise dispose of any assets or grant any option or other right
         to purchase, lease or otherwise acquire any assets except (i)
         dispositions of obsolete, worn out or surplus property disposed of in
         the ordinary course of business, (ii) a transfer of any Coleman
         Worldwide LYONS held by the Borrower to Coleman Worldwide and (iii)
         sales, leases, transfers or other dispositions of assets for cash 
         and for no less than fair market value, provided that, in the case
         of an Asset Sale, the Borrower complies with the provisions of Section
         5.01(o) in respect of the Net Cash Proceeds of such Asset Sale.

                  (e) Dividends, Repurchases, Etc. Declare or pay any
         dividends, purchase, redeem, retire, defease or otherwise acquire for
         value any of its capital stock or any warrants, rights or options to
         acquire such capital stock, now or hereafter outstanding, return any
         capital to its stockholders as such, make any distribution of assets,
         capital stock, warrants, rights, options, obligations or securities
         to its stockholders as such, except that the Borrower may (i) declare
         and deliver dividends and distributions payable only in common stock
         or warrants, rights or options to acquire common stock, (ii) declare
         and pay cash dividends to its stockholders in an amount not to exceed
         the amount released by the Collateral Agent from the Borrower
         Collateral Account pursuant to the provisions of Section 7 of the
         Borrower Security Agreement or the proceeds of the Advances and the
         proceeds of borrowings under the Term Credit Agreement, (iii) declare
         and pay cash dividends to its stockholders in an amount not to exceed
         the Net Cash Proceeds received by Mafco and its Subsidiaries from
         Asset Sales on and after the Effective Date solely to permit the
         compliance by Mafco and its Subsidiaries with the requirements of
         Section 5.01(o) and Section 7(q) of the Mafco Guaranty and (iv) from
         and after the later to occur of (A) the Tranche B Termination Date
         and (B) the Term Credit Agreement Termination Date, declare and pay
         cash dividends to its stockholders in an amount, together with the
         aggregate amount of Investments made pursuant to Section 5.02(f)(ix),
         not to exceed the aggregate amount of proceeds received by the
         Borrower or any of its Subsidiaries from any sale, lease, transfer or
         other disposition of all or any portion of the capital


<PAGE>


                                      91

         stock or assets of Marvel III Holdings Inc., Marvel (Parent) Holdings
         Inc., Marvel Holdings Inc. and Marvel (or any of its Subsidiaries).

                  (f) Investments. Make or hold any Investment in any Person,
         other than (i) Investments by the Borrower and its Subsidiaries in
         Cash Equivalents, (ii) a loan by the Borrower to Mafco of up to
         $650,000,000 out of the proceeds of the Advances and the proceeds of
         borrowings under the Term Credit Agreement, (iii) Investments by the
         Borrower in Mafco or any of its Subsidiaries in an amount not to
         exceed the sum of the amount released by the Collateral Agent from
         the Borrower Collateral Account pursuant to the provisions of Section
         7 of the Borrower Security Agreement plus the aggregate amount of any
         Investments in the Borrower made by Mafco or any of its Subsidiaries
         out of the proceeds from the amount released by the Collateral Agent
         from the Mafco Collateral Accounts pursuant to Section 7 of the Mafco
         Security Agreement, (iv) Investments existing on the date hereof, (v)
         contributions by the Borrower of common stock of Marvel to Marvel III
         Holdings Inc., Marvel Holdings Inc. or Marvel (Parent) Holdings Inc.,
         (vi) Investments by the Borrower in the Coleman Worldwide LYONS,
         (vii) Investments by the Borrower in the New Marvel Shares, (viii)
         Investments in Mafco in an amount not to exceed the Net Cash Proceeds
         received by Mafco and its Subsidiaries from Asset Sales on and after
         the Effective Date solely to permit the compliance by Mafco and its
         Subsidiaries with the requirements of Section 5.01(o) and Section
         7(q) of the Mafco Guaranty and (ix) from and after the later to occur
         of (A) the Tranche B Termination Date and (B) the Term Credit
         Agreement Termination Date, Investments by the Borrower in Mafco or
         any of its Subsidiaries in an amount, together with the aggregate
         amount of the cash dividends paid by the Borrower pursuant to Section
         5.02(e)(iv), not to exceed the aggregate amount of proceeds recevied
         by the Borrower or any of its Subsidiaries from any sale, lease,
         transfer or other disposition of all or any portion of the capital
         stock or assets of Marvel III Holdings Inc., Marvel (Parent) Holdings
         Inc., Marvel Holdings Inc. and Marvel (or any of its Subsidiaries).

                  (g)      Change in Nature of Business.  Engage in any
         business other than the ownership of the capital stock of Marvel III
         Holdings Inc.

                  (h)      Accounting Changes.  Make or permit any change in
         accounting policies affecting (i) the presentation of financial
         statements or (ii) reporting practices, except in either case as
         required or permitted by GAAP.

                  (i) Debt. Create, incur, assume or suffer to exist any Debt
         other than: (i) Debt under the Loan Documents and under the Term
         Credit Agreement and the "Loan Documents" referred to therein and
         (ii) endorsement of negotiable instruments for deposit or collection
         or similar transactions in the ordinary course of business.




<PAGE>


                                      92

                  (j)      Charter Amendments.  Amend its certificate of
         incorporation or bylaws except that the Borrower may change its name
         to Mafco Finance Corp.

                  (k)      Prepayments, Etc. of Debt.  Prepay, redeem,
         purchase, defease or otherwise satisfy prior to the scheduled
         maturity thereof in any manner, or make any  payment in violation of
         any subordination terms of, any Debt, other than the prepayment of
         the Advances in accordance with the terms of this Agreement, or
         amend, modify or change in any manner any term or condition of any
         Debt or any agreement relating to such Debt other than (i) to make
         mandatory or optional prepayments of the Debt under the Term Credit
         Agreement pursuant to the terms thereof, (ii) prepayments of Debt
         required by Section 7(q) of the Mafco Guaranty and (iii) amendments,
         modifications and changes to the terms and conditions of the Term
         Credit Agreement pursuant to its terms.

                  (l) Negative Pledge. Enter into or suffer to exist any
         agreement prohibiting or conditioning the creation or assumption of
         any Lien upon any of its property or assets other than (i) in favor
         of the Administrative Agent and the Lender Parties, (ii) any
         prohibition or condition existing on the date hereof or (iii) any
         prohibition or condition contained in the Term Credit Agreement or
         the "Loan Documents" referred to therein.

                  (m)      Partnerships.  Become a general partner in any
         general or limited partnership.

                  (n)      Capital Expenditures.  Make any Capital
         Expenditures.

                  (o)      Issuance of Capital Stock.  Issue any capital stock
         or warrants, rights or options to acquire such capital stock.

                  (p)      Payment Restrictions. Create or otherwise cause or
         suffer to exist or become effective any consensual encumbrance or
         restriction of any kind on the ability of the Borrower to (i) pay
         dividends or make any other distributions on any of the Borrower's
         capital stock, (ii) make loans or advances to Mafco or any subsidiary
         of Mafco or (iii) repay or prepay any Debt owed by the Borrower other
         than any (x) consensual encumbrances or restrictions existing on the
         date hereof and (y) other consensual encumbrances or restrictions
         that are no more onerous than those encumbrances and restrictions in
         existence on the date hereof with respect to the Borrower.




<PAGE>


                                      93

                                  ARTICLE VI

                               EVENTS OF DEFAULT

                  SECTION 6.01.  Events of Default.  If any of the following
events ("Events of Default") shall occur and be continuing:

                  (a) The Borrower shall fail to pay any principal of, or
         interest on, any Advance or any fees payable to the Administrative
         Agent or any Lender hereunder, in each case when the same becomes due
         and payable, or any Loan Party shall fail to make any other payment
         hereunder within five Business Days after the same becomes due and
         payable; or

                  (b) Any representation or warranty made by any Loan Party or
         any FN Party or under or in connection with any Loan Document or FN
         Document shall prove to have been incorrect in any material respect
         when made or confirmed; or

                  (c) (i) The Borrower shall fail to perform or observe any
         term, covenant or agreement contained in Section 5.01(h), 5.01(i),
         5.01(j), 5.01(k), 5.01(m), 5.01(n), 5.01(o) or 5.02, (ii) Mafco shall
         fail to perform or observe any term, covenant or agreement contained
         in Section 7(i), 7(j), 7(l), 7(o), 7(p), 7(q) or 8 of the Mafco
         Guaranty, (iii) Coleman Guarantor shall fail to perform or observe
         any term, covenant or agreement contained in Section 7(i), 7(k), 7(m)
         or 8 of the Coleman Guaranty, (iv) Borrower Parent shall fail to
         perform or observe any term, covenant or agreement contained in
         Section 7(j) or 8 of the Borrower Parent Guaranty, (v) New World
         Guarantor shall fail to perform or observe any term, covenant or
         agreement contained in Section 7(h), 7(j), 7(k) or 8 of the New World
         Guaranty, (vii) C&F Guarantor shall fail to perform or observe any
         term, covenant or agreement contained in Section 7(h), 7(j), 7(k) or
         8 of the C&F Guaranty, (vii) Cigar Guarantor shall fail to perform or
         observe any term, covenant or agreement contained in Section 7(h),
         7(j), 7(k) or 8 of the Cigar Guaranty, (viii) Flavors Guaranty shall
         fail to perform or observe any term, covenant or agreement contained
         in Section 7(h), 7(j), 7(k) or 8 of the Flavors Guaranty, (ix) on and
         after the Revlon Inclusion Date, Revlon Guarantor shall fail to
         perform or observe any term, covenant or agreement contained in
         Section 7(h), 7(j) or 8 of the Revlon Guaranty or (x) any Loan Party
         shall fail to perform or observe any other term, covenant or
         agreement contained in any Loan Document on its part to be performed
         or observed if such failure shall remain unremedied for 30 days after
         written notice thereof shall have been given to the Borrower by the
         Administrative Agent or any Lender Party; or

                  (d)      (i) Any A Company, any Designated Operating Company
         or the Bankshall fail to pay any principal of or premium or interest
         on any Debt which is


<PAGE>


                                      94

         outstanding in a principal amount of at least $10,000,000 in the
         aggregate (but excluding Debt outstanding hereunder) of such A
         Company, such Designated Operating Company or the Bank (as the case
         may be), when the same becomes due and payable (whether by scheduled
         maturity, required prepayment, acceleration, demand or otherwise),
         and such failure shall continue after the applicable grace period, if
         any, specified in the agreement or instrument relating to such Debt;
         or (ii) any other event shall occur or condition shall exist (other
         than (x) during the period from the date hereof through June 30,
         1997, the breach by Marvel of certain financial covenants for the
         fiscal quarter ended September 30, 1996, for the fiscal quarter
         ending December 31, 1996, for the fiscal quarter ending March 31,
         1997 and for the fiscal quarter ending June 30, 1997 under its senior
         bank credit agreements and (y) in the case of the Specified Holding
         Company Debt, any event or condition relating to Marvel, Marvel III
         Holdings Inc., Marvel (Parent) Holdings Inc. or Marvel Holdings Inc.)
         under any agreement or instrument relating to any such Debt and shall
         continue after the applicable grace period, if any, specified in such
         agreement or instrument, if the effect of such event or condition is
         to accelerate, or to permit the acceleration of, the maturity of such
         Debt; or (iii) any such Debt shall be declared to be due and payable,
         or required to be prepaid (other than by a regularly scheduled
         required prepayment), redeemed, purchased or defeased, or an offer to
         prepay, redeem, purchase or defease such Debt shall be required to be
         made, in each case prior to the stated maturity thereof; or (iv) in
         the case of any Specified Holding Company Debt, any event or
         condition relating to Marvel, Marvel III Holdings Inc., Marvel
         (Parent) Holdings Inc. or Marvel Holdings Inc. shall occur and shall
         continue after the applicable grace period, if any, specified in such
         agreement or instrument, if the effect of such event or condition is
         to accelerate the maturity of such Debt; or

                  (e) Any A Company, any Designated Operating Company (other
         than Marvel) or the Bank shall generally not pay its debts as such
         debts become due, or shall admit in writing its inability to pay its
         debts generally, or shall make a general assignment for the benefit
         of creditors; or any proceeding shall be instituted by or against any
         A Company, any Designated Operating Company (other than Marvel) or
         any FN Party seeking to adjudicate it a bankrupt or insolvent, or
         seeking liquidation, winding up, reorganization, arrangement,
         adjustment, protection, relief, or composition of it or its debts
         under any law relating to bankruptcy, insolvency or reorganization or
         relief of debtors, or seeking the entry of an order for relief or the
         appointment of a receiver, trustee, custodian or other similar
         official for it or for any substantial part of its property and, in
         the case of any such proceeding instituted against it (but not
         instituted by it), either such proceeding shall remain undismissed or
         unstayed for a period of 45 days, or any of the actions sought in
         such proceeding (including, without limitation, the entry of an order
         for relief against, or the appointment of a receiver, trustee,
         custodian or other similar official for, it or for any substantial
         part of its property) shall occur; or any A Company, any Designated



<PAGE>


                                      95

         Operating Company (other than Marvel) or the Bank shall take any
         corporate action to authorize any of the actions set forth above in
         this Section 6.01(e); or

                   (f) Any judgment or order for the payment of money in
         excess of $10,000,000 shall be rendered against any A Company, any
         Designated Operating Company or the Bank and there shall be any
         period of 10 consecutive days during which a stay of enforcement of
         such judgment or order, by reason of a pending appeal or otherwise,
         shall not be in effect unless such judgment or order shall have been
         vacated, satisfied or dismissed or bonded pending appeal; provided,
         however, that any such judgment or order shall not be an Event of
         Default under this Section 6.01(f) if and for so long as (i) the
         entire amount of such judgment or order is covered by a valid and
         binding policy of insurance between the defendant and the insurer
         covering payment thereof and (ii) such insurer, which shall be rated
         at least "A" by A.M. Best Company, has been notified of, and has not
         disputed the claim made for payment of the amount of such judgment or
         order; or

                  (g) Any non-monetary judgment or order shall be rendered
         against any A Company, any Designated Operating Company or the Bank
         that is reasonably likely to have a Material Adverse Effect (in the
         case of clause (a) of the definition thereof, the term "Person" shall
         refer to the Borrower) and there shall be any period of 10
         consecutive days during which a stay of enforcement of such judgment
         or order, by reason of a pending appeal or otherwise, shall not be in
         effect unless such judgment or order shall have been vacated,
         satisfied, discharged or bonded pending appeal; or

                  (h) Ronald O. Perelman (or in the event of his incompetence
         or death, his estate, heirs, executor, administrator, committee or
         other personal representative) shall cease to beneficially own (i) at
         least 80% of the Voting Stock of any A Company, any Designated
         Operating Company (other than Marvel, New World and Revlon) or the
         Bank, (ii) during the Marvel Inclusion Period, at least a majority of
         the voting power of the Voting Stock of Marvel, (iii) prior to the
         consummation of the New World Acquisition, at least a majority of the
         voting power of the Voting Stock of New World or (iv) on and after
         the Revlon Inclusion Date, at least a majority of the voting power of
         the Voting Stock of Revlon, in each case other than as a result of an
         Asset Sale pursuant to which all of the common stock held by Mafco
         and its Subsidiaries in any A Company, any Designated Operating
         Company or the Bank (or, in any such case, in such Person's direct or
         indirect parent) is sold and the Net Cash Proceeds of such Asset Sale
         is applied in accordance with the terms of the Loan Documents and the
         "Loan Documents" referred to in the Term Credit Agreement; or

                  (i) Any ERISA Event shall have occurred with respect to
         Mafco or any of its ERISA Affiliates and such ERISA Event, together
         with any and all other ERISA



<PAGE>


                                      96

         Events that shall have occurred with respect to Mafco or any of its
         ERISA Affiliates, is reasonably likely to have a Material Adverse
         Effect (with respect to clause (a) of the definition thereof, the
         term "Person" shall refer to Mafco); or

                  (j) Mafco or any of its ERISA Affiliates shall have been
         notified by the sponsor of a Multiemployer Plan of the Borrower or
         any of its ERISA Affiliates that it has incurred Withdrawal Liability
         to such Multiemployer Plan in an amount that, when aggregated with
         all other amounts required to be paid to Multiemployer Plans by Mafco
         and its ERISA Affiliates as Withdrawal Liability (determined as of
         the date of such notification), exceeds $10,000,000 or requires
         payments exceeding $10,000,000 per annum; or

                  (k) Mafco or any of its ERISA Affiliates shall have been
         notified by the sponsor of a Multiemployer Plan of the Borrower or
         any of its ERISA Affiliates that such Multiemployer Plan is in
         reorganization or is being terminated, within the meaning of Title IV
         of ERISA, and as a result of such reorganization or termination the
         aggregate annual contributions of Mafco and its ERISA Affiliates to
         all Multiemployer Plans that are then in reorganization or being
         terminated have been or will be increased over the amounts
         contributed to such Multiemployer Plans for the plan years of such
         Multiemployer Plans immediately preceding the plan year in which such
         reorganization or termination occurs by an amount exceeding
         $10,000,000; or

                  (l) Any provision of any Loan Document, Related Document or
         FN Document after delivery thereof pursuant to the Original Credit
         Agreement, the Second Credit Agreement, the Third Credit Agreement,
         the Existing Credit Agreement, Section 3.01 hereof or pursuant to the
         definition of "Revlon Inclusion Date" shall for any reason (other
         than pursuant to the terms thereof) cease to be valid and binding on
         or enforceable against any party to it, or any party to any such
         document shall so state in writing; or

                  (m) Any Collateral Document after delivery thereof pursuant
         to the Original Credit Agreement, the Second Credit Agreement, the
         Third Credit Agreement, the Existing Credit Agreement, Section 3.01
         hereof or the definition of "Revlon Inclusion Date" shall for any
         reason (other than pursuant to the terms thereof) cease to create a
         valid and perfected first priority Lien on the Collateral purported
         to be covered thereby; or

                  (n) Any provision of the FN Holdings Debt Document, the FN
         Holdings New Debt Document, the Second New FN Holdings Debt Document,
         the FN Holdings Preferred Stock or the FN Parent Debt Document shall
         be terminated, amended, waived or otherwise modified without the
         consent of the Marvel IV Required Lenders or any provision of the
         First Gibraltar Charter Document shall be

<PAGE>


                                      97

         amended or modified without the consent of the Marvel IV Required
         Lenders (other than as permitted by the terms of the Mafco Guaranty);
         or

                  (o) The Bank fails to maintain the minimum capital and
         leverage ratios required as of the Effective Date for the Bank to be
         considered as a "well capitalized" "savings association" pursuant to
         12 U.S.C. Section 1831o and 12 C.F.R. Section 565, as such Sections
         may be amended, reenacted or redesignated from time to time; or

                  (p) (i) The common stock of any Designated Operating Company
         (other than New World, Marvel and Revlon) trading on the date hereof
         shall cease to be publicly traded on the New York Stock Exchange;
         (ii) at any time prior to the consummation of the New World
         Acquisition, the common stock of New World shall cease to be publicly
         traded on the New York Stock Exchange or the Nasdaq National Market
         System; (iii) at any time prior to the later of the Tranche B
         Termination Date and the Term Credit Agreement Termination Date, News
         Corp. Preferred ADRs shall cease to be publicly traded; (iv) during
         the Marvel Inclusion Period, the common stock of Marvel shall cease
         to be publicly traded on the New York Stock Exchange or the Nasdaq
         National Market System; or (v) on and after the Revlon Inclusion
         Date, the common stock of Revlon shall cease to be publicly traded on
         the New York Stock Exchange; or

                  (q)      Gerald J. Ford shall beneficially or legally own
         shares of the common stock of FN Holdings other than shares of the
         Class B Common Stock; or

                  (r) Any Person party to the Related Documents shall fail to
         directly deposit in the Mafco Collateral Account (i) a payment to
         Mafco under any Related Document (which payment is required to be
         made and is permitted under each indenture and credit agreement to
         which such Person is a party) or (ii) a loan to Mafco of the proceeds
         of any payment received by such Person under any Related Document
         (which loan is required to be made and is permitted under each
         indenture and credit agreement to which such Person is a party) and
         such failure shall remain unremedied for three Business Days; or

                  (s) (i) Mafco shall fail to furnish to the Administrative
         Agent and the Lender Parties on or prior to December 1, 1997, a
         business plan setting forth, in respect of all of the Debt of Mafco
         and its Subsidiaries (other than Debt of the Designated Operating
         Companies, the Bank, Revlon, Marvel, Marvel III Holdings Inc., Marvel
         (Parent) Holdings Inc., Marvel Holdings Inc., Meridian Sports
         Incorporated and their respective Subsidiaries) that is scheduled to
         come due during calendar year 1998 and 1999, the method by which all
         such Debt shall be repaid, prepaid, redeemed or refinanced on a
         timely basis, including without limitation,



<PAGE>


                                      98

         through Asset Sales, issuances of Debt, issuances of equity or
         contributions to capital, in each case in reasonable detail as to the
         identity of the assets to be sold, the issuer of the Debt or equity
         and such other details as the Marvel IV Required Lenders shall
         request or (ii) the Marvel IV Required Lenders shall not have
         approved the form and substance of such business plan on or prior to
         December 31, 1997;

then, and in any such event, the Administrative Agent (i) shall at the
request, or may with the consent, of the Required Lenders, by notice to the
Borrower, declare the Commitment of each Appropriate Lender to make Advances
(other than Letter of Credit Advances by the Issuing Bank or a Tranche A
Revolving Credit Lender pursuant to Section 2.03(c)) and of the Issuing Bank
to issue Letters of Credit to be terminated, whereupon the same shall
forthwith terminate, and (ii) shall at the request, or may with the consent,
of the Required Lenders, by notice to the Borrower, declare the Notes, all
interest thereon and all other amounts payable under this Agreement to be
forthwith due and payable, whereupon the Notes, all such interest and all such
amounts shall become and be forthwith due and payable, without presentment,
demand, protest or further notice of any kind, all of which are hereby
expressly waived by the Borrower; provided, however, that, in the event of an
actual or deemed entry of an order for relief with respect to the Borrower
under the Federal Bankruptcy Code, (A) the obligation of each Lender to make
Advances (other than Letter of Credit Advances by an Issuing Bank or a Lender
pursuant to Section 2.03(c)) and of each Issuing Bank to issue Letters of
Credit shall automatically be terminated and (B) the Notes, all such interest
and all such amounts shall automatically become and be due and payable,
without presentment, demand, protest or any notice of any kind, all of which
are hereby expressly waived by the Borrower.

                  SECTION 6.02. Actions in Respect of the Letters of Credit
upon Event of Default. If any Event of Default shall have occurred and be
continuing, the Administrative Agent may, or shall at the request of the
Required Lenders, irrespective of whether it is taking any of the actions
described in Section 6.01 or otherwise, make demand upon the Borrower to, and
forthwith upon such demand the Borrower will, pay to the Administrative Agent
on behalf of the Lender Parties in same day funds at the Administrative
Agent's office designated in such demand, for deposit in the L/C Cash
Collateral Account, an amount equal to the aggregate Available Amount of all
Letters of Credit then outstanding. If at any time the Administrative Agent
determines that any funds held in the L/C Cash Collateral Account are subject
to any right or claim of any Person other than the Administrative Agent and
the Lender Parties or that the total amount of such funds is less than the
aggregate Available Amount of all Letters of Credit then outstanding, the
Borrower will, forthwith upon demand by the Administrative Agent, pay to the
Administrative Agent, as additional funds to be deposited and held in the L/C
Cash Collateral Account, an amount equal to the excess of (a) such aggregate
Available Amount over (b) the total amount of funds, if any, then held in the
L/C Cash Collateral Account that the Administrative Agent determines to be
free and clear of any such right and claim.



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                                      99



                                  ARTICLE VII

               THE ADMINISTRATIVE AGENT AND THE COLLATERAL AGENT

                  SECTION 7.01. Authorization and Action. Each Lender Party
(in its capacities as a Lender and the Issuing Bank (if applicable)) hereby
appoints and authorizes each of the Administrative Agent and the Collateral
Agent to take such action as agent on its behalf and to exercise such powers
under this Agreement and the other Loan Documents as are delegated to the
Administrative Agent and the Collateral Agent, as the case may be, by the
terms hereof and thereof, together with such powers as are reasonably
incidental thereto. As to any matters not expressly provided for by the Loan
Documents (including, without limitation, enforcement or collection of the
Notes), each of the Administrative Agent and the Collateral Agent shall not be
required to exercise any discretion or take any action, but shall be required
to act or to refrain from acting (and shall be fully protected in so acting or
refraining from acting) upon the instructions of the Required Lenders, and
such instructions shall be binding upon all Lender Parties and all holders of
Notes; provided, however, that neither the Administrative Agent nor the
Collateral Agent shall be required to take any action which exposes the
Administrative Agent or the Collateral Agent, as the case may be, to personal
liability or which is contrary to this Agreement or applicable law. Each of
the Administrative Agent and the Collateral Agent agrees to give to each
Lender Party prompt notice of each notice and other report given to it by the
Borrower pursuant to the terms of this Agreement.

                  SECTION 7.02. Administrative Agent's and Collateral Agent's
Reliance, Etc. Neither the Administrative Agent nor the Collateral Agent nor
any of their respective directors, officers, agents or employees, shall be
liable for any action taken or omitted to be taken by it or them under or in
connection with the Loan Documents, except for its or their own gross
negligence or willful misconduct. Without limitation of the generality of the
foregoing, each of the Administrative Agent and the Collateral Agent: (i) may
treat the payee of any Note as the holder thereof until the Administrative
Agent receives and accepts an Assignment and Acceptance entered into by the
Lender that is the payee of such Note, as assignor, and an Eligible Assignee,
as assignee, as provided in Section 8.07; (ii) may consult with legal counsel
(including counsel for the Borrower), independent public accountants and other
experts selected by it and shall not be liable for any action taken or omitted
to be taken in good faith by it in accordance with the advice of such counsel,
accountants or experts; (iii) makes no warranty or representation to any
Lender Party and shall not be responsible to any Lender Party for any
statements, warranties or representations (whether written or oral) made in or
in connection with the Loan Documents; (iv) shall not have any duty to
ascertain or to inquire as to the performance or observance of any of the
terms, covenants or conditions of the Loan Documents on the part of the
Borrower or to inspect the property (including the books and records) of the
Borrower; (v) shall not be responsible to any Lender



<PAGE>


                                      100

Party for the due execution, legality, validity, enforceability, genuineness,
sufficiency or value of, or the perfection or priority of any lien or security
interest created or purported to be created under or in connection with the
Loan Documents or any other instrument or document furnished pursuant hereto;
and (vi) shall incur no liability under or in respect of the Loan Documents by
acting upon any notice, consent, certificate or other instrument or writing
(which may be by telecopier, telegram, cable or telex) believed by it to be
genuine and signed or sent by the proper party or parties.

                  SECTION 7.03. Citibank and Affiliates. With respect to its
Commitments, the Advances made by it and the Note issued to it, Citibank shall
have the same rights and powers under the Loan Documents as any other Lender
Party and may exercise the same as though it were not the Administrative Agent
or the Collateral Agent and the term "Lender Party" or "Lender Parties" shall,
unless otherwise expressly indicated, include Citibank hereunder in its
individual capacity. Citibank and its affiliates may accept deposits from,
lend money to, act as trustee under indentures of, accept investment banking
engagements from and generally engage in any kind of business with, the
Borrower, any of its Subsidiaries and any Person who may do business with or
own securities of the Borrower or any such Subsidiary, all as if Citibank were
not the Administrative Agent or the Collateral Agent and without any duty to
account therefor to the Lender Parties.

                  SECTION 7.04. Lender Party Credit Decision. Each Lender
Party acknowledges that it has, independently and without reliance upon either
the Administrative Agent or the Collateral Agent or any other Lender Party and
based on the financial statements referred to in Section 4.01(f) and such
other documents and information as it has deemed appropriate, made its own
credit analysis and decision to enter into this Agreement. Each Lender Party
also acknowledges that it will, independently and without reliance upon the
Administrative Agent, the Collateral Agent or any other Lender Party and based
on such documents and information as it shall deem appropriate at the time,
continue to make its own credit decisions in taking or not taking action under
this Agreement.

                  SECTION 7.05. Indemnification. (a) Each Lender Party
severally agrees to indemnify each of the Administrative Agent and the
Collateral Agent (in each case to the extent not promptly reimbursed by the
Borrower) from and against such Lender Party's ratable share (determined as
provided below) of any and all liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses or disbursements of any
kind or nature whatsoever that may be imposed on, incurred by, or asserted
against the Administrative Agent or the Collateral Agent, as the case may be,
in any way relating to or arising out of the Loan Documents or any action
taken or omitted by the Administrative Agent or the Collateral Agent, as the
case may be, under the Loan Documents; provided, however, that no Lender Party
shall be liable for any portion of such liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or
disbursements resulting from the Administrative Agent's or the Collateral
Agent's gross negligence or



<PAGE>


                                      101

willful misconduct. Without limitation of the foregoing, each Lender Party
agrees to reimburse the Administrative Agent and the Collateral Agent promptly
upon demand for its ratable share of any costs and expenses (including,
without limitation, fees and expenses of counsel) payable by the Borrower
under Section 8.04, to the extent that the Administrative Agent or the
Collateral Agent, as the case may be, is not promptly reimbursed for such
costs and expenses by the Borrower. For purposes of this Section 7.05(a), the
Lender Parties' respective ratable shares of any amount shall be determined,
at any time, according to the sum of (a) the aggregate principal amount of the
Advances outstanding at such time and owing to the respective Lender Parties,
(b) their respective Pro Rata Shares of the aggregate Available Amount of all
Letters of Credit outstanding at such time and (c) their respective Unused
Tranche A Revolving Credit Commitments and Unused Tranche B Revolving Credit
Commitments at such time; provided that the aggregate principal amount of
Letter of Credit Advances owing to the Issuing Bank shall be considered to be
owed to the Tranche A Revolving Credit Lenders ratably in accordance with
their respective Tranche A Revolving Credit Commitments. In the event that any
Defaulted Advance shall be owing by any Defaulting Lender at any time, such
Lender Party's Commitment with respect to the Facility under which such
Defaulted Advance was required to have been made shall be considered to be
unused for purposes of this Section 7.05(a) to the extent of the amount of
such Defaulted Advance. The failure of any Lender Party to reimburse the
Administrative Agent or the Collateral Agent promptly upon demand for its
ratable share of any amount required to be paid by the Lender Party to the
Administrative Agent or the Collateral Agent, as the case may be, as provided
herein shall not relieve any other Lender Party of its obligation hereunder to
reimburse the Administrative Agent or the Collateral Agent, as the case may
be, for its ratable share of such amount, but no Lender Party shall be
responsible for the failure of any other Lender Party to reimburse the
Administrative Agent or the Collateral Agent, as the case may be, for such
other Lender Party's ratable share of such amount. Without prejudice to the
survival of any other agreement of any Lender Party hereunder, the agreement
and obligations of each Lender Party contained in this Section 7.05(a) shall
survive the payment in full of principal, interest and all other amounts
payable hereunder and under the other Loan Documents.

                  (b) Each Lender Party severally agrees to indemnify the
Issuing Bank (to the extent not promptly reimbursed by the Borrower) from and
against such Lender Party's ratable share (determined as provided below) of
any and all liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses or disbursements of any kind or nature
whatsoever that may be imposed on, incurred by, or asserted against the
Issuing Bank in any way relating to or arising out of the Loan Documents or
any action taken or omitted by the Issuing Bank under the Loan Documents;
provided, however, that no Lender Party shall be liable for any portion of
such liabilities, obligations, losses, damages, penalties, actions, judgments,
suits, costs, expenses or disbursements resulting from the Issuing Bank's
gross negligence or willful misconduct. Without limitation of the foregoing,
each Lender Party agrees to reimburse the Issuing Bank promptly upon demand
for its


<PAGE>


                                      102

ratable share of any costs and expenses (including, without limitation, fees
and expenses of counsel) payable by the Borrower under Section 8.04, to the
extent that the Issuing Bank is not promptly reimbursed for such costs and
expenses by the Borrower. For purposes of this Section 7.05(b), the Lender
Party's respective ratable shares of any amount shall be determined, at any
time, according to the sum of (a) the aggregate principal amount of the
Advances outstanding at such time and owing to the respective Lender Parties,
(b) their respective Pro Rata Shares of the aggregate Available Amount of all
Letters of Credit outstanding at such time plus (c) their respective Unused
Tranche A Revolving Credit Commitments and Unused Tranche B Revolving Credit
Commitments at such time; provided that the aggregate principal amount of
Letter of Credit Advances owing to the Issuing Bank shall be considered to be
owed to the Tranche A Revolving Credit Lenders ratably in accordance with
their respective Tranche A Revolving Credit Commitments. In the event that any
Defaulted Advance shall be owing by any Defaulting Lender at any time, such
Lender Party's Commitment with respect to the Facility under which such
Defaulted Advance was required to have been made shall be considered to be
unused for purposes of this Section 7.05(b) to the extent of the amount of
such Defaulted Advance. The failure of any Lender Party to reimburse the
Issuing Bank promptly upon demand for its ratable share of any amount required
to be paid by the Lender Parties to the Issuing Bank as provided herein shall
not relieve any other Lender Party of its obligation hereunder to reimburse
the Issuing Bank for its ratable share of such amount, but no Lender Party
shall be responsible for the failure of any other Lender Party to reimburse
the Issuing Bank for such other Lender Party's ratable share of such amount.
Without prejudice to the survival of any other agreement of any Lender Party
hereunder, the agreement and obligations of each Lender contained in this
Section 7.05(b) shall survive the payment in full of principal, interest and
all other amounts payable hereunder and under the other Loan Documents.

                  SECTION 7.06. Successor Administrative Agent and Collateral
Agent. Each of the Administrative Agent and the Collateral Agent may resign at
any time by giving written notice thereof to the Lender Parties and the
Borrower and may be removed at any time with or without cause by, in the case
of the Administrative Agent, the Required Lenders and, in the case of the
Collateral Agent, the Marvel IV Required Lenders. Upon any such resignation or
removal, the Required Lenders or the Marvel IV Required Lenders shall have the
right to appoint, with the consent of the Borrower, a successor Administrative
Agent or Collateral Agent, respectively, which shall be a Lender, or if no
Lender consents to act as Administrative Agent or Collateral Agent, as the
case may be, hereunder, an institution that would be permitted to be an
Eligible Assignee hereunder. If no successor Administrative Agent or
Collateral Agent, as the case may be, shall have been so appointed by the
Required Lenders or the Marvel IV Required Lenders, as the case may be, and
shall have accepted such appointment, within 30 days after the retiring
Administrative Agent's or Collateral Agent's giving of notice of resignation
or the Required Lenders' or the Marvel IV Required Lenders' removal of the
retiring Administrative Agent or Collateral Agent, then the retiring
Administrative Agent, or Collateral Agent, as the case may be, may, on behalf
of the Lender


<PAGE>


                                      103

Parties, appoint a successor Administrative Agent or Collateral Agent, as the
case may be, which shall be a commercial bank that is acceptable to the
Borrower (which shall not unreasonably withhold its approval). Upon the
acceptance of any appointment as Administrative Agent or Collateral Agent, as
the case may be, thereunder by a successor Administrative Agent or Collateral
Agent, as the case may be, such successor Administrative Agent or Collateral
Agent shall thereupon succeed to and become vested with all the rights,
powers, privileges and duties of the retiring Administrative Agent or
Collateral Agent, as the case may be, and the retiring Administrative Agent or
Collateral Agent, as the case may be, shall be discharged from its duties and
obligations under the Loan Documents. After any retiring Administrative
Agent's or Collateral Agent's resignation or removal hereunder as
Administrative Agent or Collateral Agent, the provisions of this Article VII
shall inure to its benefit as to any actions taken or omitted to be taken by
it while it was Administrative Agent or Collateral Agent, as the case may be.


                                 ARTICLE VIII

                                 MISCELLANEOUS

                  SECTION 8.01. Amendments, Etc. No amendment or waiver of any
provision of this Agreement or the Notes, nor consent to any departure by the
Borrower therefrom, shall in any event be effective unless the same shall be
in writing and signed by the Marvel IV Required Lenders, and then such waiver
or consent shall be effective only in the specific instance and for the
specific purpose for which given; provided, however, that no amendment, waiver
or consent shall, unless in writing and signed by each of the Lender Parties
(other than any Lender Party which is, at such time, a Defaulting Lender) and
the Term Credit Agreement Lenders (other than any Term Credit Agreement Lender
which is, at such time, a "Defaulting Lender" under the Term Credit
Agreement), do any of the following: (i) waive any of the conditions specified
in Section 3.01 or 3.02, (ii) change the definition of the term " Marvel IV
Required Lenders", (iii) release any material portion of the Collateral or
permit the creation, incurrence, assumption or existence of any Lien on any
material portion of the Collateral other than (A) releases of any material
portion of the Collateral or the creation, incurrence, assumption or existence
of any such Lien in connection with Asset Sales (which shall include, for
purposes of this Section 8.01, sales, monetizations or other disposals of the
News Corp. Preferred ADRs and the New Marvel Shares) the Net Cash Proceeds of
which are applied as contemplated by the Loan Documents and the "Loan
Documents" referred to in the Term Credit Agreement, (B) releases of the News
Corp. Preferred ADRs and the New Marvel Shares pursuant to the terms of the
Loan Documents and the "Loan Documents" under the Term Credit Agreement and
(C) the Liens created by the Collateral Documents and the Liens permitted by
Section 5.02(a), Section 8(a) of the Borrower Parent Guaranty, Section 8(a) of
the Coleman Guaranty, Section 8(a) of the Mafco Guaranty, Section 8(a) of the
C&F Guaranty, Section 8(a) of the Cigar Guaranty,



<PAGE>


                                      104

Section 8(a) of the Flavors Guaranty, Section 8(a) of the New World Guaranty
and Section 8(a) of the Revlon Guaranty, (iv) amend this Section 8.01, (v)
increase the Commitments of the Lenders or subject the Lenders to any
additional obligations, (vi) reduce the principal of, or interest on, the
Notes or any fees or other amounts payable hereunder or (vii) postpone any
date fixed for any mandatory reduction in the Commitments or for any payment
of principal of, or interest on, the Notes or any fees or other amounts
payable hereunder or amend Section 2.04, 2.05(b) or 2.06(b) (other than
Section 2.05(b)(v), 2.06(b)(iv) or 2.06(b)(viii)); provided further that no
change may be made to the definition of the term "Required Lenders" unless
such change is in writing and signed by all of the Lender Parties (other than
any Lender Party which is, at such time, a Defaulting Lender); provided
further that no amendment, waiver or consent shall, unless in writing and
signed by the Administrative Agent in addition to the Lenders and Term Credit
Agreement Lenders required above to take such action, affect the rights or
duties of the Administrative Agent under this Agreement or any Note; provided
further that no amendment, waiver or consent shall, unless in writing and
signed by the Collateral Agent in addition to the Lenders and Term Credit
Agreement Lenders required above to take such action, affect the rights or
duties of the Collateral Agent under this Agreement; provided further that no
amendment, waiver or consent shall, unless in writing and signed by the
Issuing Bank, in addition to the Lenders required above to take such action,
affect the rights or obligations of the Issuing Bank under this Agreement.

                  SECTION 8.02. Notices, Etc. All notices and other
communications provided for hereunder shall be in writing (including
telecopier, telegraphic, telex or cable communication) and mailed, telecopied,
telegraphed, telexed, cabled or delivered, if to the Borrower, at its address
at c/o MacAndrews and Forbes Holdings Inc., 35 East 62nd Street, New York, New
York 10021, Attention: Secretary, if to any Financial Institution at its
Domestic Lending Office on Schedule I-A hereto; if to any other Lender Party,
at the address specified in the Assignment and Acceptance pursuant to which it
became a Lender Party; and if to the Administrative Agent or the Collateral
Agent, at its address at 399 Park Avenue, New York, New York 10043, Attention:
___________, or, as to the Borrower, the Administrative Agent or the
Collateral Agent, at such other address as shall be designated by such party
in a written notice to the other parties and, as to each other party, at such
other address as shall be designated by such party in a written notice to the
Borrower, the Administrative Agent and the Collateral Agent. All such notices
and communications shall be effective (i) when received, if mailed or
delivered or telecopied (including machine acknowledgment), or (ii) when
delivered to the telegraph company, confirmed by telex answerback or delivered
to the cable company, respectively, except that notices and communications to
the Administrative Agent pursuant to Article II or VII shall not be effective
until received by the Administrative Agent.

                  SECTION 8.03.  No Waiver; Remedies.  No failure on the part
of any Lender Party or the Administrative Agent or the Collateral Agent to
exercise, and no delay



<PAGE>


                                      105

in exercising, any right hereunder or under any Note shall operate as a waiver
thereof; nor shall any single or partial exercise of any such right preclude
any other or further exercise thereof or the exercise of any other right. The
remedies herein provided are cumulative and not exclusive of any remedies
provided by law.

                  SECTION 8.04. Costs; Expenses. (a) The Borrower agrees to
pay on demand all reasonable out-of-pocket costs and expenses of the
Administrative Agent and the Collateral Agent in connection with the
preparation, execution, delivery, administration, modification and amendment
of the Loan Documents and the other documents to be delivered hereunder
(including, without limitation, (A) all due diligence, transportation,
computer, duplication, appraisal, audit and insurance expenses and fees and
expenses of consultants engaged with the prior consent of the Borrower (which
consent shall not be unreasonably withheld) and (B) the reasonable fees and
out-of-pocket expenses of counsel for the Administrative Agent with respect
thereto, with respect to advising the Administrative Agent and the Collateral
Agent as to their respective rights and responsibilities, or the protection or
preservation of rights or interests, under the Loan Documents, with respect to
negotiations with the Borrower or with other creditors of the Borrower arising
out of any Default or any events or circumstances that may give rise to a
Default and with respect to presenting claims in, monitoring or otherwise
participating in any bankruptcy, insolvency or other similar proceeding
affecting creditors' rights generally and any proceeding ancillary thereto).
The Borrower further agrees to pay on demand all reasonable out-of-pocket
costs and expenses of the Administrative Agent, the Collateral Agent and the
Lender Parties in connection with the enforcement of the Loan Documents and
the other documents to be delivered hereunder, whether in action, suit,
litigation, any bankruptcy, insolvency or other similar proceeding affecting
creditors' rights generally or otherwise (including, without limitation, the
reasonable fees (including the allocated costs of internal counsel) and
reasonable expenses of counsel for the Administrative Agent, the Collateral
Agent and each Lender Party with respect thereto) and expenses in connection
with the enforcement of rights under this Section 8.04(a).

                  (b) If any payment of principal of any Eurodollar Rate
Advance is made by the Borrower to or for the account of a Lender Party other
than on the last day of the Interest Period for such Advance, as a result of a
payment or Conversion pursuant to Section 2.10(c) or 2.11, acceleration of the
maturity of the Notes pursuant to Section 6.01 or for any other reason, the
Borrower shall, upon demand by such Lender Party (with a copy of such demand
to the Administrative Agent), pay to the Administrative Agent for the account
of such Lender Party any amounts required to compensate such Lender Party for
any additional losses, costs or expenses which it may reasonably incur as a
result of such payment, including, without limitation, any loss, cost or
expense incurred by reason of the liquidation or reemployment of deposits or
other funds acquired by any Lender Party to fund or maintain such Advance.


<PAGE>


                                      106

                  (c) The Borrower agrees to indemnify and hold harmless the
Administrative Agent, the Collateral Agent, the Documentation Agent, the
Syndication Agent and each Lender Party and each of their affiliates and their
officers, directors, trustees, employees, agents and advisors (each, an
"Indemnified Party") from and against any and all claims, damages, losses,
liabilities and expenses (including, without limitation, reasonable fees and
expenses of counsel) that may be incurred by or asserted or awarded against
any Indemnified Party, in each case arising out of or in connection with or by
reason of (or in connection with the preparation for a defense of) any
investigation, litigation or proceeding arising out of, related to or in
connection with this Agreement and the transactions contemplated hereby,
whether or not an Indemnified Party is a party thereto, whether or not the
transactions contemplated hereby are consummated, whether or not any such
claim, investigation, litigation or proceeding is brought by the Borrower or
any other person and whether or not such Indemnified Party is a Lender Party
at such time) except (i) to the extent such claim, damage, loss, liability or
expense (x) is found in a final, non-appealable judgment by a court of
competent jurisdiction (a "Final Judgment") to have resulted from such
Indemnified Party's gross negligence or willful misconduct or (y) arises from
any legal proceedings commenced against any Lender Party by any other Lender
Party (in its capacity as such and not as Administrative Agent, Collateral
Agent, Documentation Agent or Syndication Agent), and (ii) in the case of any
litigation brought by the Borrower (A) seeking a judgment against any
Indemnified Party for any wrongful act or omission of such Indemnified Party
and (B) in which a Final Judgment is rendered in the Borrower's favor against
such Indemnified Party, the provisions of this paragraph will not be available
to provide indemnification for any damage, loss, liability or expense incurred
by such Indemnified Party in connection with such litigation described in
clause (i) or in connection with any claim for which Final Judgment is
rendered in the Borrower's favor in a litigation described in clause (ii) of
this Section 8.04(c).

                  SECTION 8.05. Right of Set-off. Upon (i) the occurrence and
during the continuance of any Event of Default and (ii) the making of the
request or the granting of the consent specified by Section 6.01 to authorize
the Administrative Agent to declare the Notes due and payable pursuant to the
provisions of Section 6.01, each Lender Party is hereby authorized at any time
and from time to time, to the fullest extent permitted by law, to set-off and
apply any and all deposits (general or special, time or demand, provisional or
final) at any time held and other indebtedness at any time owing by such
Lender Party to or for the credit or the account of the Borrower against any
and all of the obligations of the Borrower to such Lender Party now or
hereafter existing under this Agreement and the Note or Notes held by such
Lender Party, whether or not such Lender Party shall have made any demand
under this Agreement or such Note or Notes and although such obligations may
be unmatured. Each Lender Party agrees promptly to notify the Borrower after
any such set-off and application shall be made by such Lender Party, provided
that the failure to give such notice shall not affect the validity of such
set-off and application; provided further that no Lender Party shall exercise
any such right of set-off or any other right of set-off without the


<PAGE>


                                      107

prior consent of the Administrative Agent. The rights of each Lender Party
under this Section 8.05 are in addition to other rights and remedies
(including, without limitation, other rights of set-off) which such Lender
Party may have.

                  SECTION 8.06. Binding Effect. This Agreement shall become
effective when it shall have been executed by the Borrower and the
Administrative Agent and when the Administrative Agent shall have been
notified by each Financial Institution that such Financial Institution has
executed it and thereafter shall be binding upon and inure to the benefit of
the Borrower, the Administrative Agent and each Lender Party and their
respective successors and assigns, except that the Borrower shall not have the
right to assign its rights hereunder or any interest herein without the prior
written consent of the Administrative Agent and the Required Lenders.

                  SECTION 8.07. Assignments and Participations. (a) Each
Lender may and, if demanded by the Borrower pursuant to Section 2.15, will
assign to one or more banks or other entities all or a portion of its rights
and obligations under this Agreement (including, without limitation, all or a
portion of its Commitment, the Advances owing to it and the Note or Notes held
by it); provided, however, that (i) each such assignment shall be of a
uniform, and not a varying, percentage of all rights and obligations under and
in respect of one or more Facilities; (ii) the amount of the Commitment of the
assigning Lender being assigned pursuant to each such assignment (determined
as of the date of the Assignment and Acceptance with respect to such
assignment) shall in no event be less than $5,000,000 and shall be an integral
multiple of $1,000,000 in excess thereof, or shall be an assignment to another
Lender or an assignment of all of the assigning Lender's rights and
obligations hereunder and under the Notes, (iii) each such assignment shall be
to another Lender, an Affiliate of the assigning Lender or to an Eligible
Assignee, (iv) each such assignment made as a result of a demand by the
Borrower pursuant to Section 2.15 shall be arranged by the Borrower after
consultation with the Administrative Agent and shall be either an assignment
of all of the rights and obligations of the assigning Lender under this
Agreement or an assignment of a portion of such rights and obligations made
concurrently with another such assignment or other such assignments that
together cover all of the rights and obligations of the assigning Lender under
this Agreement, (v) no Lender shall be obligated to make any such assignment
as a result of a demand by the Borrower pursuant to Section 2.15 unless and
until such Lender shall have received one or more payments from either the
Borrower or one or more Eligible Assignees in an aggregate amount at least
equal to the aggregate outstanding principal amount of the Advances owing to
such Lender, together with accrued interest thereon to the date of payment of
such principal amount and all other amounts payable to such Lender under this
Agreement, (vi) the parties to each such assignment shall execute and deliver
to the Administrative Agent, for its acceptance and recording in the Register,
an Assignment and Acceptance, together with any Note or Notes subject to such
assignment and a processing and recordation fee of $3,000 from the assignee
and (vii) no such assignments shall be permitted without the consent of the
Administrative Agent and the Borrower (such



<PAGE>


                                      108

consent not to be unreasonably withheld). Upon such execution, delivery,
acceptance and recording, from and after the effective date specified in each
Assignment and Acceptance, (x) the assignee thereunder shall be a party hereto
and, to the extent that rights and obligations hereunder have been assigned to
it pursuant to such Assignment and Acceptance, have the rights and obligations
of a Lender hereunder and (y) the Lender assignor thereunder shall, to the
extent that rights and obligations hereunder have been assigned by it pursuant
to such Assignment and Acceptance, relinquish its rights and be released from
its obligations under this Agreement (and, in the case of an Assignment and
Acceptance covering all or the remaining portion of an assigning Lender's
rights and obligations under this Agreement, such Lender shall cease to be a
party hereto).

                  (b) By executing and delivering an Assignment and
Acceptance, the Lender assignor thereunder and the assignee thereunder confirm
to and agree with each other and the other parties hereto as follows: (i)
other than as provided in such Assignment and Acceptance, such assigning
Lender makes no representation or warranty and assumes no responsibility with
respect to any statements, warranties or representations made in or in
connection with this Agreement or the execution, legality, validity,
enforceability, genuineness, sufficiency or value of this Agreement or any
other instrument or document furnished pursuant hereto; (ii) such assigning
Lender makes no representation or warranty and assumes no responsibility with
respect to the financial condition of the Borrower or the performance or
observance by the Borrower of any of its obligations under this Agreement or
any other instrument or document furnished pursuant hereto; (iii) such
assignee confirms that it has received a copy of this Agreement, together with
copies of the financial statements referred to in Section 4.01(f) and such
other documents and information as it has deemed appropriate to make its own
credit analysis and decision to enter into such Assignment and Acceptance;
(iv) such assignee will, independently and without reliance upon the
Administrative Agent, the Collateral Agent, such assigning Lender or any other
Lender and based on such documents and information as it shall deem
appropriate at the time, continue to make its own credit decisions in taking
or not taking action under this Agreement; (v) such assignee confirms that it
is an Eligible Assignee; (vi) such assignee appoints and authorizes each of
the Administrative Agent and the Collateral Agent to take such action as agent
on its behalf and to exercise such powers under this Agreement as are
delegated to the Administrative Agent or the Collateral Agent, as the case may
be, by the terms hereof, together with such powers as are reasonably
incidental thereto; and (vii) such assignee agrees that it will perform in
accordance with their terms all of the obligations which by the terms of this
Agreement are required to be performed by it as a Lender.

                  (c) The Administrative Agent shall maintain at its address
referred to in Section 8.02 a copy of each Assignment and Acceptance delivered
to and accepted by it and a register for the recordation of the names and
addresses of the Lenders and the Commitment of, and principal amount of the
Advances owing under each Facility to, each Lender from time to time (the
"Register"). The entries in the Register shall be conclusive and binding for



<PAGE>


                                      109

all purposes, absent manifest error, and the Borrower, the Administrative
Agent, and the Lenders may treat each Person whose name is recorded in the
Register as a Lender hereunder for all purposes of this Agreement. The
Register shall be available for inspection by the Borrower or any Lender at
any reasonable time and from time to time upon reasonable prior notice.

                  (d) Upon its receipt of an Assignment and Acceptance
executed by an assigning Lender and an assignee representing that it is an
Eligible Assignee, together with any Note or Notes subject to such assignment,
the Administrative Agent shall, if such Assignment and Acceptance has been
completed and is in substantially the form of Exhibit C hereto, (i) accept
such Assignment and Acceptance, (ii) record the information contained therein
in the Register and (iii) give prompt notice thereof to the Borrower. Within
five Business Days after its receipt of such notice, the Borrower, at its own
expense, shall execute and deliver to the Administrative Agent in exchange for
the surrendered Note or Notes a new Note or Notes to the order of such
Eligible Assignee in an amount equal to the Commitment assumed by it under a
Facility pursuant to such Assignment and Acceptance and, if the assigning
Lender has retained a Commitment hereunder under such Facility, a new Note to
the order of the assigning Lender in an amount equal to such Commitment
retained by it hereunder. Such new Note or Notes shall be in an aggregate
principal amount equal to the aggregate principal amount of such surrendered
Note or Notes, shall be dated the effective date of such Assignment and
Acceptance and shall otherwise be in substantially the form of Exhibit A.

                  (e) The Issuing Bank may assign to an Eligible Assignee all
of its rights and obligations under the undrawn portion of its Letter of
Credit Commitment at any time; provided, however, that (i) except in the case
of an assignment to a Person that immediately prior to such assignment was an
Issuing Bank or an assignment of all of an Issuing Bank's rights and
obligations under this Agreement, the amount of the Letter of Credit
Commitment of the assigning Issuing Bank being assigned pursuant to each such
assignment (determined as of the date of the Assignment and Acceptance with
respect to such assignment) shall in no event be less than $3,000,000 and
shall be in an integral multiple of $1,000,000 in excess thereof, (ii) each
such assignment shall be to an Eligible Assignee, (iii) the parties to each
such assignment shall execute and deliver to the Administrative Agent, for its
acceptance and recording in the Register, an Assignment and Acceptance,
together with a processing and recordation fee of $3000 and (iv) no such
assignments shall be permitted without the consent of the Administrative Agent
and the Borrower (such consent not to be unreasonably withheld).

                  (f) Each Lender may sell participations to one or more banks
or other entities in or to all or a portion of its rights and obligations
under this Agreement (including, without limitation, all or a portion of its
Commitment, the Advances owing to it and the Note or Notes held by it);
provided, however, that (i) such Lender's obligations under this



<PAGE>


                                      110

Agreement (including, without limitation, its Commitment to the Borrower
hereunder) shall remain unchanged, (ii) such Lender shall remain solely
responsible to the other parties hereto for the performance of such
obligations, (iii) such Lender shall remain the holder of any such Note for
all purposes of this Agreement, (iv) the Borrower, the Administrative Agent,
the Collateral Agent and the other Lenders shall continue to deal solely and
directly with such Lender in connection with such Lender's rights and
obligations under this Agreement and (v) no participant under any such
participation shall have any right to approve any amendment or waiver of any
provision of any Loan Document, or any consent to any departure by the
Borrower therefrom, except to the extent that such amendment, waiver or
consent would reduce or postpone any date fixed for payment of principal of,
or interest on, the Notes or any fees or other amounts payable hereunder, in
each case to the extent subject to such participation.

                  (g) Any Lender may, in connection with any assignment or
participation or proposed assignment or participation pursuant to this Section
8.07, disclose to the assignee or participant or proposed assignee or
participant, any information relating to the Borrower furnished to such Lender
by or on behalf of the Borrower; provided that, prior to any such disclosure,
the assignee or participant or proposed assignee or participant shall agree
pursuant to an agreement substantially in the form of Exhibit I to preserve
the confidentiality of any confidential information relating to the Borrower
received by it from such Lender.

                  (h) Notwithstanding any other provision set forth in this
Agreement, any Lender may at any time create a security interest in all or any
portion of its rights under this Agreement (including, without limitation, the
Advances owing to it and the Note or Notes held by it) in favor of any Federal
Reserve Bank in accordance with Regulation A of the Board of Governors of the
Federal Reserve System.

                  SECTION 8.08.  Governing Law; Submission to Jurisdiction. 
(a)  This Agreement and the Notes shall be governed by, and construed in
accordance with, the laws of the State of New York.

                  (b) The Borrower hereby irrevocably and unconditionally
submits, for itself and its property, to the nonexclusive jurisdiction of any
New York State court or Federal court of the United States of America sitting
in New York City, and any appellate court thereof, in any action or proceeding
arising out of or relating to this Agreement, or for recognition or
enforcement of any judgment, and each of the parties hereto hereby irrevocably
and unconditionally agrees that all claims in respect of any such action or
proceeding may be heard and determined in such New York State or, to the
extent permitted by law, in such Federal court. Each of the parties hereto
agrees that a final judgment in any such action or proceeding shall be
conclusive and may be enforced in other jurisdictions by suit on the judgment
or in any other manner provided by law. Subject to the foregoing and to
paragraph (c) below, nothing in this Agreement shall affect any right that any
party hereto


<PAGE>


                                      111

may otherwise have to bring any action or proceeding relating to this
Agreement against any other party hereto in the courts of any jurisdiction.

                  (c) The Borrower hereby irrevocably and unconditionally
waives, to the fullest extent it may legally and effectively do so, any
objection which it may now or hereafter have to the laying of venue of any
suit, action or proceeding arising out of or relating to this Agreement in any
New York State or Federal court and the defense of an inconvenient forum to
the maintenance of such action or proceeding in any such court.

                  (d) The Borrower agrees that service of process may be made
on the Borrower by personal service of a copy of the summons and complaint or
other legal process in any such suit, action or proceeding, or by registered
or certified mail (postage prepaid) to the address of the Borrower specified
in Section 8.02, or by any other method of service provided for under the
applicable laws in effect in the State of New York.

                  SECTION 8.09. Execution in Counterparts. This Agreement may
be executed in any number of counterparts and by different parties hereto in
separate counterparts, each of which when so executed shall be deemed to be an
original and all of which taken together shall constitute one and the same
agreement. Delivery of an executed counterpart of a signature page to this
Agreement by telecopier shall be effective as delivery of a manually executed
counterpart of this Agreement.

                  SECTION 8.10. No Liability of the Issuing Bank. The Borrower
assumes all risks of the acts or omissions of any beneficiary or transferee of
any Letter of Credit with respect to its use of such Letter of Credit. Neither
the Issuing Bank nor any of its officers or directors shall be liable or
responsible for: (a) the use that may be made of any Letter of Credit or any
acts or omissions of any beneficiary or transferee in connection therewith;
(b) the validity, sufficiency or genuineness of documents, or of any
endorsement thereon, even if such documents should prove to be in any or all
respects invalid, insufficient, fraudulent or forged; (c) payment by the
Issuing Bank against presentation of documents that do not comply with the
terms of a Letter of Credit, including failure of any documents to bear any
reference or adequate reference to the Letter of Credit; or (d) any other
circumstances whatsoever in making or failing to make payment under any Letter
of Credit, except that the Borrower shall have a claim against the Issuing
Bank, and the Issuing Bank shall be liable to the Borrower, to the extent of
any direct, but not consequential, damages suffered by the Borrower that the
Borrower proves were caused by (i) the Issuing Bank's willful misconduct or
gross negligence in determining whether documents presented under any Letter
of Credit comply with the terms of the Letter of Credit or (ii) the Issuing
Bank's willful failure to make lawful payment under a Letter of Credit after
the presentation to it of a draft and certificates strictly complying with the
terms and conditions of the Letter of Credit. In furtherance and not in
limitation of the foregoing, the Issuing Bank may accept



<PAGE>


                                      112

documents that appear on their face to be in order, without responsibility for
further investigation, regardless of any notice or information to the
contrary.

                  SECTION 8.11. WAIVER OF JURY TRIAL. EACH OF THE BORROWER,
THE ADMINISTRATIVE AGENT, THE COLLATERAL AGENT, THE DOCUMENTATION AGENT, THE
SYNDICATION AGENT AND THE LENDER PARTIES IRREVOCABLY WAIVES ALL RIGHT TO TRIAL
BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT,
TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO ANY OF THE LOAN DOCUMENTS,
THE ADVANCES OR THE ACTIONS OF THE ADMINISTRATIVE AGENT, THE COLLATERAL AGENT,
THE DOCUMENTATION AGENT, THE


<PAGE>



SYNDICATION AGENT OR ANY LENDER PARTY IN THE NEGOTIATION, ADMINISTRATION,
PERFORMANCE OR ENFORCEMENT THEREOF.

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

                                 MARVEL IV HOLDINGS INC.


                                 By /s/ Glenn P. Dickes
                                   ------------------------------------------ 
                                   Name:  Glenn P. Dickes
                                   Title: Vice President and Secretary

                                CITIBANK, N.A.,
                                  as Administrative Agent and Collateral Agent


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

                                 THE FIRST NATIONAL BANK OF BOSTON,
                                   as Documentation Agent


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

                                 CHASE SECURITIES INC.,
                                   as Syndication Agent


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

                                 BANK OF AMERICA ILLINOIS,
                                   as Managing Agent


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


<PAGE>



SYNDICATION AGENT OR ANY LENDER PARTY IN THE NEGOTIATION, ADMINISTRATION,
PERFORMANCE OR ENFORCEMENT THEREOF.

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

                                 MARVEL IV HOLDINGS INC.


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

                                CITIBANK, N.A.,
                                  as Administrative Agent and Collateral Agent


                                 By /s/ James Buchanan
                                    ----------------------------------------- 
                                    Name:  James Buchanan
                                    Title: Attorney-in-Fact

                                 THE FIRST NATIONAL BANK OF BOSTON,
                                   as Documentation Agent


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

                                 CHASE SECURITIES INC.,
                                   as Syndication Agent


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

                                 BANK OF AMERICA ILLINOIS,
                                   as Managing Agent


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


<PAGE>



SYNDICATION AGENT OR ANY LENDER PARTY IN THE NEGOTIATION, ADMINISTRATION,
PERFORMANCE OR ENFORCEMENT THEREOF.

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

                                 MARVEL IV HOLDINGS INC.


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

                                CITIBANK, N.A.,
                                  as Administrative Agent and Collateral Agent


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

                                 THE FIRST NATIONAL BANK OF BOSTON,
                                   as Documentation Agent


                                 By /s/ Richard D. Hill, Jr.
                                   ------------------------------------------
                                   Name:  Richard D. Hill, Jr.
                                   Title: Director

                                 CHASE SECURITIES INC.,
                                   as Syndication Agent


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

                                 BANK OF AMERICA ILLINOIS,
                                   as Managing Agent


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


<PAGE>



SYNDICATION AGENT OR ANY LENDER PARTY IN THE NEGOTIATION, ADMINISTRATION,
PERFORMANCE OR ENFORCEMENT THEREOF.

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

                                 MARVEL IV HOLDINGS INC.


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

                                CITIBANK, N.A.,
                                  as Administrative Agent and Collateral Agent


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

                                 THE FIRST NATIONAL BANK OF BOSTON,
                                   as Documentation Agent


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

                                 CHASE SECURITIES INC.,
                                   as Syndication Agent


                                 By  /s/ 
                                    ------------------------------------------
                                    Name:
                                    Title:

                                 BANK OF AMERICA ILLINOIS,
                                   as Managing Agent


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


<PAGE>



SYNDICATION AGENT OR ANY LENDER PARTY IN THE NEGOTIATION, ADMINISTRATION,
PERFORMANCE OR ENFORCEMENT THEREOF.

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

                                 MARVEL IV HOLDINGS INC.


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

                                CITIBANK, N.A.,
                                  as Administrative Agent and Collateral Agent


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

                                 THE FIRST NATIONAL BANK OF BOSTON,
                                   as Documentation Agent


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

                                 CHASE SECURITIES INC.,
                                   as Syndication Agent


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

                                 BANK OF AMERICA ILLINOIS,
                                   as Managing Agent


                                 By /s/ L. Dustin Vincent, III
                                    --------------------------------------
                                    Name:  L. Dustin Vincent, III
                                    Title: Managing Director


<PAGE>



                                 ING (U.S.) CAPITAL CORPORATION,
                                   as Managing Agent


                                 By /s/ Kunduck Moon
                                    ---------------------------------------
                                    Name:   Kunduck Moon
                                    Title:  Managing Director

                                 SALOMON BROTHERS HOLDING COMPANY
                                  INC, as Managing Agent


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

                                  THE BANK OF NEW YORK,
                                    as Managing Agent


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

                                  THE FUJI BANK, LIMITED,
                                    as Managing Agent


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


                                 FINANCIAL INSTITUTIONS AND
                                 ISSUING BANK


                                 BANK OF AMERICA ILLINOIS


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

<PAGE>



                                 ING (U.S.) CAPITAL CORPORATION,
                                   as Managing Agent


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

                                 SALOMON BROTHERS HOLDING COMPANY
                                  INC, as Managing Agent


                                  By /s/ 
                                     -------------------------------------- 
                                     Name:
                                     Title:

                                  THE BANK OF NEW YORK,
                                    as Managing Agent


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

                                  THE FUJI BANK, LIMITED,
                                    as Managing Agent


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


                                 FINANCIAL INSTITUTIONS AND
                                 ISSUING BANK


                                 BANK OF AMERICA ILLINOIS


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

<PAGE>



                                 ING (U.S.) CAPITAL CORPORATION,
                                   as Managing Agent


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

                                 SALOMON BROTHERS HOLDING COMPANY
                                  INC, as Managing Agent


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

                                  THE BANK OF NEW YORK,
                                    as Managing Agent


                                  By /s/ Catherine G. Goff
                                     --------------------------------------
                                     Name:  Catherine G. Goff
                                     Title: AVP

                                  THE FUJI BANK, LIMITED,
                                    as Managing Agent


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


                                 FINANCIAL INSTITUTIONS AND
                                 ISSUING BANK


                                 BANK OF AMERICA ILLINOIS


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

<PAGE>



                                 ING (U.S.) CAPITAL CORPORATION,
                                   as Managing Agent


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

                                 SALOMON BROTHERS HOLDING COMPANY
                                  INC, as Managing Agent


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

                                  THE BANK OF NEW YORK,
                                    as Managing Agent


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

                                  THE FUJI BANK, LIMITED,
                                    as Managing Agent


                                  By /s/ Teiji Teramoto
                                     --------------------------------------
                                     Name:  Teiji Teramoto
                                     Title: Vice President & Manager


                                 FINANCIAL INSTITUTIONS AND
                                 ISSUING BANK


                                 BANK OF AMERICA ILLINOIS


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

<PAGE>



                                 ING (U.S.) CAPITAL CORPORATION,
                                   as Managing Agent


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

                                 SALOMON BROTHERS HOLDING COMPANY
                                  INC, as Managing Agent


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

                                  THE BANK OF NEW YORK,
                                    as Managing Agent


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

                                  THE FUJI BANK, LIMITED,
                                    as Managing Agent


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


                                 FINANCIAL INSTITUTIONS AND
                                 ISSUING BANK


                                 BANK OF AMERICA ILLINOIS


                                 By /s/ L. Dustin Vincent, III
                                    ---------------------------------------
                                    Name:  L. Dustin Vincent, III
                                    Title: Managing Director


<PAGE>



                                CITIBANK, N.A.,
                                 as Lender and Issuing Bank


                                 By /s/ James Buchanan
                                    ---------------------------------------- 
                                    Name:  James Buchanan
                                    Title: Attorney-in-Fact

                                 CREDIT LYONNAIS NEW YORK BRANCH


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

                                 CREDIT SUISSE


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


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

                                 ING (U.S.) CAPITAL CORPORATION


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

                                 NATIONSBANK, N.A.


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

                                 PILGRIM AMERICA PRIME RATE TRUST


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



<PAGE>



                                CITIBANK, N.A.,
                                 as Lender and Issuing Bank


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

                                 CREDIT LYONNAIS NEW YORK BRANCH


                                 By  /s/ W. Michael George
                                    ----------------------------------------- 
                                    Name:   W. Michael George
                                    Title:  Vice President

                                 CREDIT SUISSE


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


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

                                 ING (U.S.) CAPITAL CORPORATION


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

                                 NATIONSBANK, N.A.


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

                                 PILGRIM AMERICA PRIME RATE TRUST


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



<PAGE>



                                CITIBANK, N.A.,
                                 as Lender and Issuing Bank


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

                                 CREDIT LYONNAIS NEW YORK BRANCH


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

                                 CREDIT SUISSE


                                 By  /s/ Joel Glodowski
                                    ------------------------------------------
                                    Name:   Joel Glodowski
                                    Title:  Member          Management


                                 By  /s/ Chris T. Horgan
                                    -------------------------------------------
                                    Name:   Chris T. Horgan
                                    Title:  Associate

                                 ING (U.S.) CAPITAL CORPORATION


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

                                 NATIONSBANK, N.A.


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

                                 PILGRIM AMERICA PRIME RATE TRUST


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



<PAGE>



                                CITIBANK, N.A.,
                                 as Lender and Issuing Bank


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

                                 CREDIT LYONNAIS NEW YORK BRANCH


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

                                 CREDIT SUISSE


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


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

                                 ING (U.S.) CAPITAL CORPORATION


                                 By  /s/ Kunduck Moon
                                    -------------------------------------------
                                    Name:   Kunduck Moon
                                    Title:  Managing Director

                                 NATIONSBANK, N.A.


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

                                 PILGRIM AMERICA PRIME RATE TRUST


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



<PAGE>



                                CITIBANK, N.A.,
                                 as Lender and Issuing Bank


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

                                 CREDIT LYONNAIS NEW YORK BRANCH


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

                                 CREDIT SUISSE


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


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

                                 ING (U.S.) CAPITAL CORPORATION


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

                                 NATIONSBANK, N.A.


                                 By  /s/ Margaret Flanagan
                                    -------------------------------------------
                                    Name:  Margaret Flanagan
                                    Title: Associate

                                 PILGRIM AMERICA PRIME RATE TRUST


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



<PAGE>



                                CITIBANK, N.A.,
                                 as Lender and Issuing Bank


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

                                 CREDIT LYONNAIS NEW YORK BRANCH


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

                                 CREDIT SUISSE


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


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

                                 ING (U.S.) CAPITAL CORPORATION


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

                                 NATIONSBANK, N.A.


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

                                 PILGRIM AMERICA PRIME RATE TRUST


                                 By  /s/ Howard Tiffen
                                    -------------------------------------------
                                    Name:  Howard Tiffen
                                    Title: Senior Vice President




<PAGE>



                                  SALOMON BROTHERS HOLDING
                                   COMPANY INC


                                   By /s/ 
                                      --------------------------------------- 
                                      Name:
                                      Title:


                                   THE BANK OF NEW YORK
 

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

                                   THE CHASE MANHATTAN BANK


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

                                   THE FIRST NATIONAL BANK OF BOSTON


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

                                   THE FUJI BANK, LIMITED


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

                                  THE LONG-TERM CREDIT BANK OF
                                   JAPAN, LTD.
 

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



<PAGE>



                                  SALOMON BROTHERS HOLDING
                                   COMPANY INC


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


                                   THE BANK OF NEW YORK
 

                                   By /s/ Catherine G. Goff
                                     ----------------------------------------
                                     Name:  Catherine G. Goff
                                     Title: AVP

                                   THE CHASE MANHATTAN BANK


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

                                   THE FIRST NATIONAL BANK OF BOSTON


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

                                   THE FUJI BANK, LIMITED


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

                                  THE LONG-TERM CREDIT BANK OF
                                   JAPAN, LTD.
 

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



<PAGE>



                                  SALOMON BROTHERS HOLDING
                                   COMPANY INC


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


                                   THE BANK OF NEW YORK
 

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

                                   THE CHASE MANHATTAN BANK


                                   By  /s/ Neil R. Boylan
                                     ----------------------------------------
                                     Name:  Neil R. Boylan
                                     Title: Vice President

                                   THE FIRST NATIONAL BANK OF BOSTON


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

                                   THE FUJI BANK, LIMITED


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

                                  THE LONG-TERM CREDIT BANK OF
                                   JAPAN, LTD.
 

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



<PAGE>



                                  SALOMON BROTHERS HOLDING
                                   COMPANY INC


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


                                   THE BANK OF NEW YORK
 

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

                                   THE CHASE MANHATTAN BANK


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

                                   THE FIRST NATIONAL BANK OF BOSTON


                                   By  /s/ Richard D. Hill, Jr.
                                     -----------------------------------------
                                     Name:  Richard D. Hill, Jr.
                                     Title: Director

                                   THE FUJI BANK, LIMITED


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

                                  THE LONG-TERM CREDIT BANK OF
                                   JAPAN, LTD.
 

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



<PAGE>



                                  SALOMON BROTHERS HOLDING
                                   COMPANY INC


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


                                   THE BANK OF NEW YORK
 

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

                                   THE CHASE MANHATTAN BANK


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

                                   THE FIRST NATIONAL BANK OF BOSTON


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

                                   THE FUJI BANK, LIMITED


                                   By  /s/ Masanobu Kobayashi
                                     -----------------------------------------
                                     Name:  Masanobu Kobayashi
                                     Title: Vice President & Manager

                                  THE LONG-TERM CREDIT BANK OF
                                   JAPAN, LTD.
 

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



<PAGE>



                                  SALOMON BROTHERS HOLDING
                                   COMPANY INC


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


                                   THE BANK OF NEW YORK
 

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

                                   THE CHASE MANHATTAN BANK


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

                                   THE FIRST NATIONAL BANK OF BOSTON


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

                                   THE FUJI BANK, LIMITED


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

                                  THE LONG-TERM CREDIT BANK OF
                                   JAPAN, LTD.
 

                                  By  /s/ Paul B. Clifford
                                     ------------------------------------------
                                     Name:  Paul B. Clifford
                                     Title: Deputy General Manager




<PAGE>



                                 VAN KAMPEN AMERICAN CAPITAL PRIME
                                 RATE INCOME TRUST


                                 By /s/ Jeffrey W. Maillet
                                   --------------------------------------------
                                   Name:  Jeffrey W. Maillet
                                   Title: Sr. Vice Pres. Portfolio Mgr.


<PAGE>

                                               [REVOLVING CREDIT AGREEMENT]




                                  SCHEDULE I

             ADVANCES, COMMITMENTS AND APPLICABLE LENDING OFFICES

<TABLE>
<CAPTION>


                      TRANCHE A              TRANCHE B
                   REVOLVING CREDIT        REVOLVING CREDIT
NAME OF BANK          COMMITMENT              COMMITMENT           LETTER OF CREDIT COMMITMENT        APPLICABLE LENDING OFFICE
------------         ----------             ------------           ---------------------------        -------------------------
<S>                <C>                       <C>                   <C>                                <C>           
CITIBANK, N.A.      $40,000,000              $4,250,000                    $25,000,000                DOMESTIC:
                                                                                                      --------
                                                                                                      399 PARK AVENUE
                                                                                                      NEW YORK, NEW YORK 10043
                                                                                                      ATTENTION: ED VOWINKEL
                                                                                                      TEL: NO. 718-248-4523
                                                                                                      FAX NO.: 718-248-4844
                                                                                                      ABA NO.: 021000089
                                                                                                      VIA FED TRANSFER
                                                                                                      ACCOUNT NO.: 3685-2248
                                                                                                      ACCOUNT NAME: MEDIUM TERM
                                                                                                      FIN.
                                                                                                      ATTENTION: ED VOWINKEL
                                                                                                      REFERENCE: MARVEL IV HOLDINGS

                                                                                                      EURODOLLAR:
                                                                                                      ----------
                                                                                                      SAME




<PAGE>


                                       2



                      TRANCHE A              TRANCHE B
                   REVOLVING CREDIT        REVOLVING CREDIT
NAME OF BANK          COMMITMENT              COMMITMENT           LETTER OF CREDIT COMMITMENT        APPLICABLE LENDING OFFICE
------------         ----------             ------------           ---------------------------        -------------------------
<S>                <C>                       <C>                   <C>                                <C>     
THE BANK OF
  NEW YORK           $20,000,000             $4,250,000                         -0-                    DOMESTIC:
                                                                                                       --------
                                                                                                       ONE WALL STREET
                                                                                                       NEW YORK, NY 10286
                                                                                                       ATTENTION: ZORAIDA DOUGHERTY
                                                                                                       TEL. NO.: 212-635-8730
                                                                                                       FAX NO.: 212-635-8679/34
                                                                                                       ABA NO.: 021000018
                                                                                                       VIA FED TRANSFER
                                                                                                       ACCOUNT NO.: GLA/ 111556
                                                                                                       ACCOUNT NAME: COMMERCIAL
                                                                                                       LOAN DEPT.
                                                                                                       ATTENTION: ZORAIDA DOUGHERTY
                                                                                                       REFERENCE: MARVEL IV
                                                                                                         HOLDINGS

                                                                                                       EURODOLLAR:
                                                                                                       ----------
                                                                                                       SAME


BANK OF AMERICA
  ILLINOIS            $15,000,000              $4,250,000                       -0-                    DOMESTIC:
                                                                                                       -------- 
                                                                                                       231 SOUTH LASALLE
                                                                                                       CHICAGO, IL 60697
                                                                                                       ATTENTION: LILY REYES
                                                                                                       TEL. NO.: 312-828-3873
                                                                                                       FAX NO.: 312-974-9626
                                                                                                       ABA NO.: 071-000-039
                                                                                                       VIA FED TRANSFER
                                                                                                       ACCOUNT NO.: 47-03421
                                                                                                       ATTENTION: ACCOUNT
                                                                                                         ADMINISTRATION-L.REYES
                                                                                                       REFERENCE: MARVEL IV HOLDINGS
                                                                                            
                                                                                                       EURODOLLAR:
                                                                                                       -----------
                                                                                                       SAME




<PAGE>


                                       3



                      TRANCHE A              TRANCHE B
                   REVOLVING CREDIT        REVOLVING CREDIT
NAME OF BANK          COMMITMENT              COMMITMENT           LETTER OF CREDIT COMMITMENT        APPLICABLE LENDING OFFICE
------------         ----------             ------------           ---------------------------        -------------------------
<S>                <C>                       <C>                   <C>                                <C>     
THE CHASE MANHATTAN
  BANK               $30,000,000             $4,250,000                         -0-                   DOMESTIC:
                                                                                                      -------- 
                                                                                                      2 CHASE MANHATTAN PLAZA
                                                                                                      NEW YORK, N.Y. 10081
                                                                                                      ATTENTION: ROCKY CHAN
                                                                                                      TEL. NO.: 212-552-2920
                                                                                                      FAX NO.: 212-552-7325
                                                                                                      ABA NO.: 021-0000-21
                                                                                                      VIA FED TRANSFER
                                                                                                      ACCOUNT NO.: 900-9-0000-36
                                                                                                      ACCOUNT NAME: COMMERCIAL
                                                                                                      LOAN DEPT.
                                                                                                      ATTENTION: ROCKY CHAN
                                                                                                      REFERENCE: MAFCO HOLDING

                                                                                                      EURODOLLAR:
                                                                                                      ----------
                                                                                                      SAME


CREDIT LYONNAIS
 NEW YORK BRANCH           -0-                $2,500,000                        -0-                   DOMESTIC:
                                                                                                      -------- 
                                                                                                      1301 AVENUE OF THE AMERICAS
                                                                                                      NEW YORK, NY 10019
                                                                                                      ATTENTION: LUCIE MERCADO
                                                                                                      TEL. NO.: 212-261-7271
                                                                                                      FAX NO.: 212-261-3401
                                                                                                      ABA NO.: 026008073
                                                                                                      VIA FED TRANSFER
                                                                                                      ACCOUNT NO.: 01-008820-001-00
                                                                                                      ACCOUNT NAME: LOAN SERVICING
                                                                                                      ATTENTION: LUCY MERCADO
                                                                                                      REFERENCE: MAFCO

                                                                                                      EURODOLLAR:
                                                                                                      ---------- 
                                                                                                      SAME



<PAGE>


                                       4



                      TRANCHE A              TRANCHE B
                   REVOLVING CREDIT        REVOLVING CREDIT
NAME OF BANK          COMMITMENT              COMMITMENT           LETTER OF CREDIT COMMITMENT        APPLICABLE LENDING OFFICE
------------         ----------             ------------           ---------------------------        -------------------------
<S>                <C>                       <C>                   <C>                                <C>     
CREDIT SUISSE        $30,000,000             $4,250,000                         -0-                   DOMESTIC:
                                                                                                      -------- 
                                                                                                      12 EAST 49TH STREET
                                                                                                      NEW YORK, NY 10017
                                                                                                      ATTENTION: ED SIDDONS
                                                                                                      TEL. NO.: 212-238-5407
                                                                                                      FAX NO.: 212-238-5439
                                                                                                      ABA NO.: 026009179
                                                                                                      VIA FED TRANSFER
                                                                                                      ACCOUNT NO.: 904996-02
                                                                                                      ACCOUNT NAME: LOAN DEPT.
                                                                                                      ATTENTION: ED SIDDONS
                                                                                                      REFERENCE: MARVEL IV HOLDINGS

                                                                                                      EURODOLLAR:
                                                                                                      ----------
                                                                                                      SAME


THE FIRST NATIONAL
 BANK OF BOSTON     $15,000,000               $4,250,000                        -0-                    DOMESTIC:
                                                                                                       -------- 
                                                                                                       100 RUSTCRAFT ROAD
                                                                                                       DEDHAM, MA 02026
                                                                                                       ATTENTION: ANGELA MOORE
                                                                                                       TEL. NO.: 617-467-2292
                                                                                                       FAX NO.: 617-467-2276
                                                                                                       ABA NO.: 01000390
                                                                                                       ACCOUNT NO.: 0411214
                                                                                                       VIA FED TRANSFER
                                                                                                       ATTENTION: ANGELA MOORE
                                                                                                       REFERENCE: MARVEL IV
                                                                                                         HOLDINGS

                                                                                                       EURODOLLAR:
                                                                                                       ----------
                                                                                                       SAME




<PAGE>


                                       5



                      TRANCHE A              TRANCHE B
                   REVOLVING CREDIT        REVOLVING CREDIT
NAME OF BANK          COMMITMENT              COMMITMENT           LETTER OF CREDIT COMMITMENT        APPLICABLE LENDING OFFICE
------------         ----------             ------------           ---------------------------        -------------------------
<S>                <C>                       <C>                   <C>                                <C>     
THE FUJI BANK,
  LIMITED             $30,000,000             $4,250,000                        -0-                    DOMESTIC:
                                                                                                       -------- 
                                                                                                       2 WORLD TRADE CENTER
                                                                                                       NEW YORK, NY 10048
                                                                                                       ATTENTION: GEMMA DIZON
                                                                                                       TEL. NO.: 212-898-2069
                                                                                                       FAX NO.: 212-488-8216
                                                                                                       ABA NO.: 026009700
                                                                                                       VIA FED TRANSFER
                                                                                                       ACCOUNT NO.: 515011U3
                                                                                                       ACCOUNT NAME: USCF III
                                                                                                       ATTENTION: GEMMA DIZON
                                                                                                       REFERENCE: MAFCO HOLDINGS

                                                                                                       EURODOLLAR:
                                                                                                       ---------
                                                                                                       SAME



THE LONG-TERM
  CREDIT BANK
  OF JAPAN, LTD.           -0-                 $2,500,000                       -0-                    DOMESTIC:
                                                                                                       --------
                                                                                                       444 SOUTH FLOWER STREET
                                                                                                       LOS ANGELES, CA 90071
                                                                                                       ATTENTION: KEN NAKAGAWA
                                                                                                       TEL. NO.: 213-689-6244
                                                                                                       FAX NO.: 213-626-1067
                                                                                                       ABA NO.: 122000218
                                                                                                       VIA FED TRANSFER
                                                                                                       ACCOUNT NO.: 220234834
                                                                                                       ACCOUNT NAME: LONG-TERM
                                                                                                       CREDIT BANK OF JAPAN
                                                                                                       ATTENTION: KEN NAKAGAWA
                                                                                                       REFERENCE: MAFCO HOLDINGS
                                                                                                       INC.

                                                                                                       EURODOLLAR:
                                                                                                       ----------
                                                                                                       SAME



<PAGE>


                                       6



                      TRANCHE A              TRANCHE B
                   REVOLVING CREDIT        REVOLVING CREDIT
NAME OF BANK          COMMITMENT              COMMITMENT           LETTER OF CREDIT COMMITMENT        APPLICABLE LENDING OFFICE
------------         ----------             ------------           ---------------------------        -------------------------
<S>                <C>                       <C>                   <C>                                <C>     
NATIONSBANK, N.A.        -0-                  $4,250,000                        -0-                    DOMESTIC:
                                                                                                       -------- 
                                                                                                       101 NO. TRYON STREET
                                                                                                       CHARLOTTE, NC 28255
                                                                                                       ATTENTION: CHARLIE FRANKLIN
                                                                                                       TEL. NO.: 704-386-4199
                                                                                                       FAX NO.: 704-386-8694
                                                                                                       ABA NO.: 053000196
                                                                                                       VIA FED TRANSFER
                                                                                                       ACCOUNT NO.: 13662122506
                                                                                                       ACCOUNT NAME: CORPORATE
                                                                                                       CREDIT SERVICES SUPPORT
                                                                                                       ATTENTION: CHARLIE FRANKLIN
                                                                                                       REFERENCE: MARVEL IV
                                                                                                         HOLDINGS

                                                                                                       EURODOLLAR:
                                                                                                       ----------
                                                                                                       SAME



ING (U.S.) CAPITAL    $15,000,000             $4,250,000                        -0-                    DOMESTIC:
  CORPORATION                                                                                          --------
                                                                                                       135 EAST 57TH STREET
                                                                                                       NEW YORK, NY 10022
                                                                                                       ATTENTION: KUNDUCK MOON
                                                                                                       TEL. NO.: (212) 446-0911
                                                                                                       FAX NO.: (212) 593-3362
                                                                                                       ABA NO.: 021000238
                                                                                                       VIA FED TRANSFER
                                                                                                       ACCOUNT NO.: 60007116
                                                                                                       ACCOUNT NAME: INTERNATIONALE
                                                                                                       NEDERLANDEN (U.S.) CAPITAL
                                                                                                       CORPORATION
                                                                                                       REFERENCE: MARVEL IV
                                                                                                         HOLDINGS

                                                                                                       EURODOLLAR:
                                                                                                       ---------- 
                                                                                                       SAME




<PAGE>


                                       7



                      TRANCHE A              TRANCHE B
                   REVOLVING CREDIT        REVOLVING CREDIT
NAME OF BANK          COMMITMENT              COMMITMENT           LETTER OF CREDIT COMMITMENT        APPLICABLE LENDING OFFICE
------------         ----------             ------------           ---------------------------        -------------------------
<S>                <C>                       <C>                   <C>                                <C>     
VAN KAMPEN AMERICAN   $25,000,000                -0-                            -0-                    DOMESTIC:
CAPITAL PRIME RATE                                                                                     -------- 
 INCOME TRUST                                                                                          ONE PARKVIEW PLAZA
                                                                                                       OAKBROOK TERRACE, IL  60181
                                                                                                       ATTENTION:  JEFFREY MAILET
                                                                                                       TEL. NO.: (708) 684-6438
                                                                                                       FAX  NO.: (708) 684-6740
                                                                                                       ABA NO.: 011000028
                                                                                                       VIA FED TRANSFER
                                                                                                       ACCOUNT NO.: 99001265
                                                                                                       ACCOUNT NAME: VKM PRIT
                                                                                                       REFERENCE:  MARVEL IV
                                                                                                         HOLDINGS

                                                                                                       EURODOLLAR:
                                                                                                       ----------
                                                                                                       SAME



PILGRIM AMERICA
  PRIME RATE
     TRUST            $30,000,000             $2,500,000                        -0-                    DOMESTIC:
                                                                                                       ---------
                                                                                                       40 N. CENTRAL AVE.         
                                                                                                       SUITE 1200
                                                                                                       PHOENIX, AZ   85004
                                                                                                       ATTENTION:
                                                                                                       TEL. NO.: (602) 417-8259
                                                                                                       FAX. NO.: (602) 417-8327
                                                                                                       ABA NO.: 011000028
                                                                                                       VIA FED TRANSFER
                                                                                                       ACCOUNT NO.: 37926342
                                                                                                       ACCOUNT NAME: PL1F - PILGRIM
                                                                                                       PRIME RATE TRUST
                                                                                                       REFERENCE:  MAFCO HOLDINGS

                                                                                                       EURODOLLAR:
                                                                                                       ----------- 
                                                                                                       SAME


SALOMON BROTHERS            -0-                $4,250,000                       -0-                    DOMESTIC:                    
HOLDING COMPANY INC                                                                                    --------
                                                                                                       8800 HIDDEN RIVER PARKWAY
                                                                                                       TAMPA, FL  33637
                                                                                                       ATTENTION: ROBIN KIDD
                                                                                                       TEL. NO.: (813) 558-7575
                                                                                                       FAX. NO.: (813) 558-4142
                                                                                                       ABA NO.: 0710000013
                                                                                                       VIA FED TRANSFER
                                                                                                       ACCOUNT NO.: 5143322
                                                                                                       ACCOUNT NAME:
                                                                                                       REFERENCE:

                                                                                                       EURODOLLAR:
                                                                                                       ----------
                                                                                                       SAME



</TABLE>




<PAGE>


            FOURTH AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT



                                  SCHEDULE II
                                  ----------- 

                                   BORROWER


MARVEL IV HOLDINGS INC.

         Jurisdiction of Incorporation:  Delaware
         Authorized Capital Stock:  1,000 shares of Common Stock
         Shares Outstanding:  1,000 shares of Common Stock
         Percentage Owned:  99.5% by Marvel V Holdings Inc.
         Options, Warrants and Similar Rights:  None





<PAGE>






                 FOURTH AMENDED AND RESTATED CREDIT AGREEMENT


                                 SCHEDULE III
                                 ------------

                                     DEBT



                                     NONE





<PAGE>

            FOURTH AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT




                                  SCHEDULE IV
                                  -----------

                                  INVESTMENTS



<TABLE>
<CAPTION>
                                                                                                         INVESTMENT
PERSON                                          ISSUER                              TYPE                 AMOUNT
------                                          ------                              ----                 ----------  
<S>                                             <C>                                 <C>                  <C>
Marvel IV Holdings Inc.                         Marvel III Holdings Inc.            Common                  100%
                                                                                    Stock
</TABLE>
                                                Investment in Marvel
                                                Entertainment Group, Inc.
                                                ("Marvel") in respect of
                                                Marvel's reimbursement
                                                obligations relating to a
                                                Letter of Credit (as defined
                                                in the Revolving Credit
                                                Agreement) in a face amount of
                                                $4,000,000 to be issued under
                                                the Existing Agreement or the
                                                Revolving Credit Agreement in
                                                favor of the landlord of a
                                                building located in Las Vegas,
                                                Nevada leased to a joint
                                                venture between a subsidiary
                                                of Marvel and Ebco Management,
                                                Inc.



<PAGE>





            FOURTH AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT




                                  SCHEDULE V
                                  -----------

                                     LIENS


                                     NONE



<PAGE>

                                  SCHEDULE VI

                          Defeased Debt Calculations

                  The Defeased Debt Amount for each Designated Person listed
below for any date of determination shall be calculated as follows for each
such Designated Person:


Coleman
Guarantor:                 The Defeased Debt Amount for Coleman Guarantor
                           shall be an amount equal to the sum of:

                                    (i) the lesser of (x) the amount, if on
                           such date of determination Coleman Holdings is
                           permitted to optionally redeem, pursuant to the
                           terms of the Coleman Holdings Indenture, the Debt
                           outstanding thereunder, that Coleman Holdings would
                           be required to pay to redeem such Debt and (y) the
                           greater of (A) the "repurchase price" (assuming a
                           repurchase date 105 days after the date of
                           determination) of the aggregate amount of all Debt
                           outstanding under the Coleman Holdings Indenture as
                           of the repurchase date plus accrued and unpaid
                           interest thereon through the repurchase date, as
                           determined pursuant to Section 4.08(a) of the
                           Coleman Holdings Indenture and (B) the aggregate
                           amount required as of the date of determination to
                           be deposited with the Trustee (as defined in the
                           Coleman Holdings Indenture) to effect the "legal
                           defeasance option" or the "covenant defeasance
                           option" under the Coleman Holdings Indenture
                           (assuming a redemption date of July 15, 1996), as
                           provided for in Sections 8.02(1) and 8.02(2) of the
                           Coleman Holdings Indenture and Section 5 of Exhibit
                           B to the Coleman Holdings Indenture, plus

                                     (ii) the "Redemption Price" as defined in
                           Section 5 of Exhibit A to the Coleman Worldwide
                           Indenture (assuming a redemption date of May 27,
                           1998) of the aggregate amount of all Debt
                           outstanding under the Coleman Worldwide Indenture
                           as of the redemption date.

New World
Guarantor:                 The Defeased Debt Amount for New World Guarantor
                           shall be an amount equal to the lesser of (x) the
                           amount, if on such date of determination NWCG 
                           Holdings is permitted to optionally redeem,
                           pursuant to the terms of the NWCG Holdings
                           Indenture, the Debt outstanding thereunder, 
                           that NWCG Holdings would be required to pay to
                           redeem such Debt and (y) the greater of (A) the
                           "repurchase price" (assuming a repurchase date
                           105 days after the date of determination) of the
                           aggregate amount of all Debt outstanding under the
                           NWCG


<PAGE>


                                       2

                           Holdings Indenture as of the repurchase date, as
                           determined pursuant to Section 4.07(a) of the NWCG
                           Holdings Indenture and (B) the aggregate amount
                           required as of the date of determination to be
                           deposited with the Trustee (as defined in the NWCG
                           Holdings Indenture) to effect the "legal defeasance
                           option" or the "covenant defeasance option" under
                           the NWCG Holdings Indenture (assuming a maturity
                           date of June 15, 1999), as provided for in Sections
                           8.02(1) and 8.02(2) of the NWCG Holdings Indenture.

Revlon Guarantor:          The Defeased Debt Amount for the Revlon Guarantor
                           shall be an amount equal to the lesser of (x) the
                           amount, if on such date of determination Revlon
                           Worldwide is permitted to optionally redeem,
                           pursuant to the terms of the Revlon Worldwide
                           Indenture, the Debt outstanding thereunder, that
                           Revlon Worldwide would be required to pay to redeem
                           such Debt and (y)the greater of (A) the "purchase
                           price" (assuming a repurchase date 105 days after
                           the date of determination) of the aggregate amount
                           of all Debt outstanding under the Revlon Worldwide
                           Indenture as of the date of purchase plus accrued
                           and unpaid interest thereon through the date of
                           purchase, as determined pursuant to Section 4.09(a)
                           of the Revlon Worldwide Indenture and (B) the
                           "redemption price" (assuming a redemption date 60
                           days after the date of determination) for a "Change
                           of Control" (as defined in the Revlon Worldwide
                           Indenture) of the aggregate amount of all Debt
                           outstanding under the Revlon Worldwide Indenture as
                           of the redemption date, as determined pursuant to
                           Section 5 of Exhibit B to the Revlon Worldwide
                           Indenture.


                  As used in this Schedule VI, the following terms shall have
the following meanings:

          "Coleman Worldwide Indenture" means the Indenture, dated as of May
27, 1993, made by Coleman Worldwide in favor of Continental Bank, National
Association as trustee pursuant to which Coleman Worldwide issued its Liquid
Yield Option(TM) Notes due 2013.

         "Coleman Holdings Indenture" means the Indenture, dated as of July
15, 1993 made by Coleman Holdings in favor of Continental Bank, National
Association as trustee pursuant to which Coleman Holdings issued its Senior
Secured Discount Notes due 1998 and its Series B Senior Secured Discount Notes
due 1998.

         "NWCG Holdings Indenture" means the Indenture, dated as of June 30,
1994 made by NWCG Holdings in favor of Nationsbank of Georgia, National
Association as trustee

<PAGE>


                                       3

pursuant to which NWCG Holdings issued its Senior Secured Discount Notes due
1999 and will issue its Series B Senior Secured Discount Notes due 1999.

         "Revlon Worldwide Indenture" means the Indenture, dated as of March
15, 1993, made by Revlon Worldwide Corporation ("Revlon Worldwide") in favor
of The First National Bank of Boston as trustee pursuant to which Revlon
Worldwide issued its Senior Secured Discount Notes due 1998 and will issue its
Series B Senior Secured Discount Notes due 1998.

<PAGE>







                                 Schedule VII

                        List of Debt for Definition of
                               Net Cash Proceeds



1.       MacAndrews & Forbes Holdings Inc.

         13% Subordinated Debentures due March 1, 1999 pursuant to the
         Indenture dated as of March 1, 1984 between MacAndrews & Forbes
         Holdings Inc. and the United States Trust Company of New York, as
         trustee.

2.       Andrews Group Incorporated

         10% Senior Subordinated Debentures due 1999 pursuant to the Indenture
         dated as of June 4, 1990 between Andrews Group Incorporated and First
         Trust of California, National Association, as trustee (as successor
         trustee to Security Pacific National Trust Company (New York)).

3.       Four Star Holdings Corp.

         Senior Notes due June 7, 1999 issued by Four Star Holdings Corp. to
         former shareholders (Lawrence L. Kuppin, Robert C. Rehme and Harry
         Evans Sloan) in the aggregate principal amount of $46,154,500.

4.       MacAndrews & Forbes Group Inc.

         15 5/8% Senior Subordinated Notes due 1997 pursuant to the Indenture
         dated October 22, 1982 between MacAndrews & Forbes Group Inc. and
         Security Pacific National Bank, as trustee.

5.       Revlon Group Incorporated

         Redemption of Series B Cumulative Redeemable Exchangeable Preferred
         Stock of Revlon Group Incorporated.



<PAGE>

                                                     EXHIBIT A-1
                                                     TO THE FOURTH
                                                     AMENDED AND
                                                     RESTATED REVOLVING
                                                     CREDIT AGREEMENT







                    FORM OF TRANCHE A REVOLVING CREDIT NOTE


$____________                                      Dated:  December __, 1996


                  FOR VALUE RECEIVED, the undersigned, MARVEL IV HOLDINGS
INC., a Delaware corporation (the "Borrower"), HEREBY PROMISES TO PAY to the
order of ___________ (the "Lender") for the account of its Applicable Lending
Office (as defined in the Fourth Amended and Restated Revolving Credit
Agreement referred to below) the aggregate principal amount of the Tranche A
Revolving Credit Advances (as defined below) owing to the Lender by the
Borrower pursuant to the Fourth Amended and Restated Revolving Credit
Agreement (as defined below) on the dates and in the amounts specified in the
Fourth Amended and Restated Revolving Credit Agreement, but in no event later
than June 3, 1999.

                  The Borrower promises to pay interest on the unpaid
principal amount of each Tranche A Revolving Credit Advance from the date of
each Tranche A Revolving Credit Advance until such principal amount is paid in
full, at such interest rates, and payable at such times, as are specified in
the Fourth Amended and Restated Revolving Credit Agreement.

                  Both principal and interest are payable in lawful money of
the United States of America to Citibank, N.A., as Agent, at its offices at
399 Park Avenue, New York, New York 10043, Account No. 3685-2248, in same day
funds. Each Tranche A Revolving Credit Advance owing to the Lender by the
Borrower and the maturity thereof, and all payments made on account of
principal thereof, shall be recorded by the Lender and, prior to any transfer
hereof, endorsed on the grid attached hereto, which is part of this Promissory
Note.

                  This Promissory Note is one of the Tranche A Revolving
Credit Notes referred to in, and is entitled to the benefits of, the Fourth
Amended and Restated Revolving Credit Agreement dated as of December 16, 1996
(such agreement, as it may hereafter be amended or modified, being the "Fourth
Amended and Restated Revolving Credit



<PAGE>


                                       2

Agreement") among the Borrower, the Lender, certain other lenders parties
thereto, the initial issuing bank thereunder, Citibank, N.A., as
Administrative Agent, The First National Bank of Boston, as Documentation
Agent, Chase Securities, Inc., as Syndication Agent, Citibank, N.A., as
Collateral Agent and the managing agents party thereto. The Fourth Amended and
Restated Revolving Credit Agreement, among other things, (i) provides for the
making of Tranche A revolving credit advances (the "Tranche A Revolving Credit
Advances") by the Lender to the Borrower from time to time in an aggregate
amount not to exceed at any time outstanding the U.S. dollar amount first
above mentioned, the indebtedness of the Borrower resulting from such Tranche
A Revolving Credit Advances being evidenced by this Promissory Note, and (ii)
contains provisions for acceleration of the maturity hereof upon the happening
of certain stated events and also for prepayments on account of principal
hereof prior to the maturity hereof upon the terms and conditions therein
specified.

                  This Promissory Note shall be governed by, and construed in
accordance with, the laws of the State of New York.

                                   MARVEL IV HOLDINGS INC.


                                   By: ____________________________________
                                       Title:




<PAGE>



                      ADVANCES AND PAYMENTS OF PRINCIPAL


<TABLE>
<CAPTION>
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                                          Amount of
                       Amount of          Principal Paid                 Unpaid Principal        Notation
Date                    Advance           or Prepaid                         Balance             Made by
<S>                    <C>                <C>                            <C>                     <C>
--------------------------------------------------------------------------------------------------------------------------

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</TABLE>

<PAGE>



                                                 EXHIBIT A-2 TO THE
                                                 FOURTH AMENDED AND
                                                 RESTATED REVOLVING
                                                 CREDIT AGREEMENT







                    FORM OF TRANCHE B REVOLVING CREDIT NOTE


$____________                                     Dated:  December__, 1996


                  FOR VALUE RECEIVED, the undersigned, MARVEL IV HOLDINGS
INC., a Delaware corporation (the "Borrower"), HEREBY PROMISES TO PAY to the
order of ___________ (the "Lender") for the account of its Applicable Lending
Office (as defined in the Fourth Amended and Restated Revolving Credit
Agreement referred to below) the aggregate principal amount of the Tranche B
Revolving Credit Advances (as defined below) owing to the Lender by the
Borrower pursuant to the Fourth Amended and Restated Revolving Credit
Agreement (as defined below) on the dates and in the amounts specified in the
Fourth Amended and Restated Revolving Credit Agreement, but in no event later
than June 30, 1997.

                  The Borrower promises to pay interest on the unpaid
principal amount of each Tranche B Revolving Credit Advance from the date of
each Tranche B Revolving Credit Advance until such principal amount is paid in
full, at such interest rates, and payable at such times, as are specified in
the Fourth Amended and Restated Revolving Credit Agreement.

                  Both principal and interest are payable in lawful money of
the United States of America to Citibank, N.A., as Agent, at its offices at
399 Park Avenue, New York, New York 10043, Account No. 3685-2248, in same day
funds. Each Tranche B Revolving Credit Advance owing to the Lender by the
Borrower and the maturity thereof, and all payments made on account of
principal thereof, shall be recorded by the Lender and, prior to any transfer
hereof, endorsed on the grid attached hereto, which is part of this Promissory
Note.

                  This Promissory Note is one of the Tranche B Revolving
Credit Notes referred to in, and is entitled to the benefits of, the Fourth
Amended and Restated Revolving Credit Agreement dated as of December 16, 1996
(such agreement, as it may hereafter be amended or modified, being the "Fourth
Amended and Restated Revolving



<PAGE>


                                       2

Credit Agreement") among the Borrower, the Lender, certain other lenders
parties thereto, the initial issuing bank thereunder, Citibank, N.A., as
Administrative Agent, The First National Bank of Boston, as Documentation
Agent, Chase Securities, Inc., as Syndication Agent, Citibank, N.A., as
Collateral Agent and the managing agents party thereto. The Fourth Amended and
Restated Revolving Credit Agreement, among other things, (i) provides for the
making of Tranche B revolving credit advances (the "Tranche B Revolving Credit
Advances") by the Lender to the Borrower from time to time in an aggregate
amount not to exceed at any time outstanding the U.S. dollar amount first
above mentioned, the indebtedness of the Borrower resulting from such Tranche
B Revolving Credit Advances being evidenced by this Promissory Note, and (ii)
contains provisions for acceleration of the maturity hereof upon the happening
of certain stated events and also for prepayments on account of principal
hereof prior to the maturity hereof upon the terms and conditions therein
specified.

                  This Promissory Note shall be governed by, and construed in
accordance with, the laws of the State of New York.

                                       MARVEL IV HOLDINGS INC.


                                       By:________________________________
                                          Title:





<PAGE>



                      ADVANCES AND PAYMENTS OF PRINCIPAL


<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------------
                                          Amount of
                       Amount of          Principal Paid                 Unpaid Principal        Notation
Date                    Advance           or Prepaid                         Balance             Made by
<S>                    <C>                <C>                             <C>                    <C>
--------------------------------------------------------------------------------------------------------------------------

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

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</TABLE> 

<PAGE>



                                               EXHIBIT B

                                               TO THE FOURTH AMENDED
                                               AND  RESTATED REVOLVING
                                               CREDIT AGREEMENT


                                    FORM OF
                           ASSIGNMENT AND ACCEPTANCE


                                                      Dated _________, 199_


                  Reference is made to the Fourth Amended and Restated
Revolving Credit Agreement dated as of December 16, 1996 (as amended or
otherwise modified from time to time, the "Fourth Amended and Restated
Revolving Credit Agreement") among Marvel IV Holdings Inc., a Delaware
corporation (the "Borrower"), the Lender Parties (as defined in the Fourth
Amended and Restated Revolving Credit Agreement), Citibank, N.A., as
Administrative Agent (the "Administrative Agent"), The First National Bank of
Boston, as Documentation Agent, Chase Securities, Inc., as Syndication Agent,
Citibank, N.A., as Collateral Agent and the managing agents party thereto.
Terms defined in the Fourth Amended and Restated Revolving Credit Agreement
are used herein with the same meaning.

                  ____________ (the "Assignor") and ___________ (the
"Assignee") agree as follows:

                  1. The Assignor hereby sells and assigns to the Assignee,
and the Assignee hereby purchases and assumes from the Assignor, an interest
in and to the Assignor's rights and obligations under the Fourth Amended and
Restated Revolving Credit Agreement as of the date hereof equal to the
percentage interest specified on Annex 1 of all outstanding rights and
obligations under the Facility or Facilities specified on Annex 1. After
giving effect to such sale and assignment, the Assignee's Commitment and the
amount of the Advances owing to the Assignee will be as set forth in Annex 1.

                  2. The Assignor (i) represents and warrants that it is the
legal and beneficial owner of the interest being assigned by it hereunder and
that such interest is free and clear of any adverse claim; (ii) makes no
representation or warranty and assumes no responsibility with respect to any
statements, warranties or representations made in or in connection with the
Loan Documents or the execution, legality, validity, enforceability,
genuineness, sufficiency or value of any Loan Document or any other instrument
or document furnished pursuant thereto; (iii) makes no representation or
warranty and assumes no responsibility with respect to the financial condition
of any Loan Party or the performance or observance by any Loan Party of any of
its obligations under the Loan Documents or any other instrument or document
furnished pursuant thereto; and (iv) attaches the Note or Notes


<PAGE>


                                       2

held by the Assignor and requests that the Administrative Agent exchange such
Note or Notes for a new Note or Notes payable to the order of the Assignee in
an amount equal to the Commitments assumed by the Assignee pursuant hereto or
new Notes payable to the order of the Assignee in an amount equal to the
Commitments assumed by the Assignee pursuant hereto and the Assignor in an
amount equal to the Commitment retained by the Assignor under the Fourth
Amended and Restated Revolving Credit Agreement, respectively, as specified on
Annex 1.

                  3. The Assignee (i) confirms that it has received a copy of
the Fourth Amended and Restated Revolving Credit Agreement, together with
copies of the financial statements referred to in Section 4.01 thereof and
such other documents and information as it has deemed appropriate to make its
own credit analysis and decision to enter into this Assignment and Acceptance;
(ii) agrees that it will, independently and without reliance upon the
Administrative Agent, any other Agent, the Assignor or any other Lender and
based on such documents and information as it shall deem appropriate at the
time, continue to make its own credit decisions in taking or not taking action
under the Fourth Amended and Restated Revolving Credit Agreement; (iii)
confirms that it is an Eligible Assignee; (iv) appoints and authorizes the
Administrative Agent to take such action as agent on its behalf and to
exercise such powers under the Fourth Amended and Restated Revolving Credit
Agreement as are delegated to the Administrative Agent by the terms thereof,
together with such powers as are reasonably incidental thereto; (v) agrees
that it will perform in accordance with their terms all of the obligations
which by the terms of the Fourth Amended and Restated Revolving Credit
Agreement are required to be performed by it as a Lender; [and] (vi) specifies
as its Lending Office (and address for notices) the office set forth beneath
its name on the signature pages hereof [and (vii) attaches the forms
prescribed by the Internal Revenue Service of the United States certifying as
to the Assignee's status for purposes of determining exemption from United
States withholding taxes with respect to all payments to be made to the
Assignee under the Fourth Amended and Restated Revolving Credit Agreement or
such other documents as are necessary to indicate that all such payments are
subject to such rates at a rate reduced by an applicable tax treaty].(1)

                  4. Following the execution of this Assignment and Acceptance
by the Assignor and the Assignee, it will be delivered to the Administrative
Agent for acceptance and recording by the Administrative Agent. The effective
date of this Assignment and Acceptance shall be the date of acceptance thereof
by the Administrative Agent, unless otherwise specified on Annex 1 hereto (the
"Effective Date").

---------------------
1        Include clause (vii) if the Assignee is organized under the laws
         of a jurisdiction outside the United States.




<PAGE>


                                       3

                  5. Upon such acceptance and recording by the Administrative
Agent, as of the Effective Date, (i) the Assignee shall be a party to the
Fourth Amended and Restated Revolving Credit Agreement and, to the extent
provided in this Assignment and Acceptance, have the rights and obligations of
a Lender thereunder and (ii) the Assignor shall, to the extent provided in
this Assignment and Acceptance, relinquish its rights and be released from its
obligations under the Fourth Amended and Restated Revolving Credit Agreement.

                  6. Upon such acceptance and recording by the Administrative
Agent, from and after the Effective Date, the Administrative Agent shall make
all payments under the Fourth Amended and Restated Revolving Credit Agreement
and the Notes in respect of the interest assigned hereby (including, without
limitation, all payments of principal, interest and commitment fees with
respect thereto) to the Assignee. The Assignor and Assignee shall make all
appropriate adjustments in payments under the Fourth Amended and Restated
Revolving Credit Agreement and the Notes for periods prior to the Effective
Date directly between themselves.

                  7.       This Assignment and Acceptance shall be governed by,
and construed in accordance with, the laws of the State of New York.

                  8. This Assignment and Acceptance may be executed in any
number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed shall be deemed to be an original
and all of which taken together shall constitute one and the same agreement.
Delivery of an executed counterpart of Annex 1 to this Assignment and
Acceptance by telecopier shall be as effective as delivery of a manually
executed counterpart of this Assignment and Acceptance.

                  IN WITNESS WHEREOF, the parties hereto have caused Annex 1
to this Assignment and Acceptance to be executed by their respective officers
thereunto duly authorized, as of the date first above written, such execution
being made on Annex 1 hereto.


<PAGE>



                                    Annex 1
                                      to
                           Assignment and Acceptance
                              Dated        , 199

As to each Facility in respect of which an interest is being assigned.

         Percentage Interest assigned:                          _________%

         Assignee's Tranche A Revolving Credit
         Commitment:                                           $_________

         Aggregate outstanding principal
          amount of Tranche A Revolving
          Credit Advances assigned:                            $_________

         Principal amount of Tranche A Revolving Credit
            Note payable to Assignee:                          $_________

         Principal amount of Tranche A Revolving Credit
            Note payable to Assignor:                          $_________

         Assignee's Tranche B Revolving
         Credit Commitment:                                     _______%

         Aggregate outstanding principal amount of
          Tranche B Revolving Credit Advances
          assigned:                                            $________

         Principal amount of Tranche B Revolving
           Credit Note payable to Assignee:                    $________

         Principal amount of Tranche B Revolving
           Credit Note payable to Assignor:                    $________

         Effective Date**:                      _________________, 199_

                                        [NAME OF ASSIGNOR, as Assignor]

                                        By: _______________________________
                                            Title:
------------------------
**       This date should be no earlier than the date of acceptance by the
         Administrative Agent.

<PAGE>
                                  2




                                        [NAME OF ASSIGNEE], as Assignee

                                        By: ________________________________
                                                   Title:

                                        Lending Office
                                        (and address for notices):
                                                [Address]

Accepted this ___ day of ___________,
199_

CITIBANK, N.A.,
  as Administrative Agent



By:________________________
   Title:


<PAGE>


                                               EXHIBIT C
                                               TO THE FOURTH AMENDED
                                               AND RESTATED REVOLVING
                                               CREDIT AGREEMENT


                                    FORM OF
                              NOTICE OF BORROWING


Citibank, N.A.
as Administrative Agent for the Lenders parties
to the Fourth Amended and Restated Revolving
Credit Agreement referred to below                                 [Date]
399 Park Avenue
New York, New York  10043

Attention:  _____________

Ladies and Gentlemen:

              The undersigned, Marvel IV Holdings Inc., refers to the Fourth
Amended and Restated Revolving Credit Agreement dated as of December 16, 1996
(as amended or otherwise modified from time to time, the "Fourth Amended and
Restated Revolving Credit Agreement"; the terms defined therein being used
herein as therein defined), among the undersigned, certain Lender Parties
parties thereto, Citibank, N.A., as Administrative Agent, The First National
Bank of Boston, as Documentation Agent, Chase Securities, Inc., as Syndication
Agent, Citibank, N.A., as Collateral Agent and the managing agents party
thereto and hereby gives you notice, irrevocably, pursuant to Section 2.02 of
the Fourth Amended and Restated Revolving Credit Agreement that the
undersigned hereby requests a Borrowing under the Fourth Amended and Restated
Revolving Credit Agreement, and in that connection sets forth below the
information relating to such Borrowing (the "Proposed Borrowing") as required
by Section 2.02(a) of the Fourth Amended and Restated Revolving Credit
Agreement:

             (i)  The Business Day of the Proposed Borrowing is ____________,
                  [199_].
            (ii)  The Facility under which the Proposed Borrowing is to be
                  made is the           Tranche A] [Tranche B] Revolving Credit
                  Facility.
           (iii)  The Type of Advances comprising the Proposed Borrowing is
                  [Base Rate Advances] [Eurodollar Rate Advances].
            (iv)  The aggregate amount of the Proposed Borrowing is
                  $__________.
             (v)  The initial Interest Period for each Eurodollar Rate Advance
                  made as part of the Proposed Borrowing is _____ month[s].]


<PAGE>


                                       2


              The undersigned hereby certifies that the following statements
are true on the date hereof, and will be true on the date of the Proposed
Borrowing:

              (A) the representations and warranties contained in the Loan
         Documents are correct in all material respects on and as of the date
         of such Proposed Borrowing, before and after giving effect to the
         Proposed Borrowing and to the application of the proceeds therefrom,
         as though made on and as of such date, except to the extent such
         representations and warranties specifically relate to an earlier
         date, in which case such representations and warranties were true,
         correct and complete in all material respects on and as of such
         earlier date; and

              (B) no Default has occurred and is continuing, or would result
         from such Proposed Borrowing or from the application of the proceeds
         therefrom.

                                               Very truly yours,

                                               MARVEL IV HOLDINGS INC. 


                                               By: ______________________
                                                   Title:

1
<PAGE>



                                      EXHIBIT I
                                      TO THE FOURTH AMENDED
                                      AND RESTATED REVOLVING
                                      CREDIT AGREEMENT


                        FORM OF CONFIDENTIALITY LETTER

                               [BANK LETTERHEAD]


                                                                      [Date]

Citibank, N.A.
  as Administrative Agent
399 Park Avenue
New York, NY 10043

[Name and address of Bank
   selling a participation or
   making an assignment under
   the Fourth Amended and Restated Revolving Credit Agreement
   referred to below]

Dear Sirs:

         We understand that Citibank, N.A. ("Citibank") is acting as
Administrative Agent under the Fourth Amended and Restated Revolving Credit
Agreement dated as of December 16, 1996 (as amended or otherwise modified from
time to time, the "Fourth Amended and Restated Revolving Credit Agreement";
terms used herein and not otherwise defined are used as defined therein) among
Marvel IV Holdings Inc. (the "Borrower"), Citibank, as Administrative Agent,
the Initial Issuing Bank, the banks and financial institutions and other
institutional lenders party thereto (the "Lender Parties"), The First National
Bank of Boston, as Documentation Agent, Chase Securities, Inc., as Syndication
Agent, Citibank, as Collateral Agent and the managing agents party thereto. In
connection with our evaluation of a proposed purchase of a participation in,
or acceptance of an assignment of, a portion of the Advances and Commitments,
Citibank and/or a Lender or an affiliate of Citibank or a Lender have
furnished, and will furnish, us with a copy of the Fourth Amended and Restated
Revolving Credit Agreement and non-public information concerning the Borrower
and the Bank (all such non-public information, whether furnished before or
after the date of this letter, and including, without limitation, the
financial model referred to below, collectively the "Transaction
Information").



<PAGE>


                                       2

         We agree to keep confidential (and to cause our officers, directors,
employees, agents and representatives to keep confidential) all Transaction
Information and, in the event we do not participate or accept an assignment
under the Fourth Amended and Restated Revolving Credit Agreement, at
Citibank's, such Lender's or the Borrower's request, to return (and to cause
such other person to return) to Citibank, such Lender or the Borrower, as the
case may be, all written Transaction Information and all copies thereof,
extracts therefrom and analyses and other materials based thereon, except that
we shall be permitted to disclose details of the Transaction Information (i)
to such of our officers, directors, employees, agents and representatives
(which agents and representatives shall not include any financial
institutions) and legal or other advisors who need to know such information in
connection with our evaluation of a possible participation in, or possible
acceptance of an assignment of, Advances and Commitment thereunder and who
agree to be bound by the restrictions set forth herein; (ii) to the extent
required by applicable laws and regulations or by any subpoena or similar
legal process (provided that we will promptly notify the Borrower of such
requirement as far in advance of its disclosure as is practicable to enable
the Borrower to seek a protective order and, to the extent practicable, we
will cooperate with the Borrower in seeking any such order), or requested by
any governmental agency or authority having jurisdiction over us (provided
that we will first inform the Borrower of any such request other than those
from bank regulatory authorities or examiners and, in either case, we will
inform any such agency or authority that such information is subject to this
letter agreement); (iii) to the extent Citibank and the Borrower shall have
consented to such disclosure in writing; and (iv) to the extent that a public
announcement or dissemination of such Transaction Information shall have been
made other than as a result of a breach of this Confidentiality Letter.

         We further agree that we will use the Transaction Information only in
connection with our evaluation of becoming a possible participant or Eligible
Assignee under the Fourth Amended and Restated Revolving Credit Agreement.

         The undertakings contained herein are for your benefit and the
benefit of the Borrower.

         Upon its receipt of this confidentiality letter signed by us, we
understand that Citibank or a Lender may forward to us a financial model for
the periods through 1999 pertaining to the Borrower and the Bank. Such
information will subsequently form part of the Transaction Information for all
purposes hereunder.

         We understand that the financial model was prepared in good faith by
Mafco's management based on assumptions believed to be reasonable when made.
However, because assumptions as to future results are inherently subject to
uncertainty and contingencies



<PAGE>


                                       3

beyond Mafco's control, actual results of the Borrower and the Bank may be 
higher or lower.

                                            [Name of Lender]

                                            By: __________________________
                                                Title:





<PAGE>

                                  $350,000,000


                             TERM CREDIT AGREEMENT

                         Dated as of December 16, 1996

                                     Among

                            MARVEL IV HOLDINGS INC.,
                      (to be renamed MAFCO FINANCE CORP.)

                                  as Borrower,

                         THE FINANCIAL INSTITUTIONS AND
                     THE INITIAL ISSUING BANK NAMED HEREIN,

                         as Financial Institutions and
                             Initial Issuing Bank,

                                CITIBANK, N.A.,

                 as Administrative Agent and Collateral Agent ,

                       NATIONSBANC CAPITAL MARKETS, INC.,

                            as Documentation Agent,

                                 CREDIT SUISSE,

                             as Syndication Agent,

                                      and

                           BANK OF AMERICA ILLINOIS,
                        ING (U.S.) CAPITAL CORPORATION,
                     SALOMON BROTHERS HOLDING COMPANY INC,
                             THE BANK OF NEW YORK,
                            THE FUJI BANK, LIMITED,

                               as Managing Agents

<PAGE>

                               TABLE OF CONTENTS


Section                                                                   Page

                                   ARTICLE I

                        DEFINITIONS AND ACCOUNTING TERMS

SECTION 1.01.  Certain Defined Terms......................................  2
SECTION 1.02.  Computation of Time Periods................................ 35
SECTION 1.03.  Accounting Terms........................................... 36

                                   ARTICLE II

                       AMOUNTS AND TERMS OF THE ADVANCES

SECTION 2.01.  The Advances............................................... 36
SECTION 2.02.  Making the Advances........................................ 36
SECTION 2.03.  Repayment.................................................. 38
SECTION 2.04.  Optional Termination or Reduction of the Commitments....... 38
SECTION 2.05.  Prepayments................................................ 38
SECTION 2.06.  Interest................................................... 43
SECTION 2.07.  Interest Rate Determination................................ 44
SECTION 2.08.  Fees    ................................................... 45
SECTION 2.09.  Increased Costs; Illegality................................ 45
SECTION 2.10.  Conversion of Advances..................................... 47
SECTION 2.11.  Payments and Computations.................................. 48
SECTION 2.12.  Taxes   ................................................... 49
SECTION 2.13.  Sharing of Payments, Etc................................... 52
SECTION 2.14.  Removal of Lender.......................................... 52
SECTION 2.15.  Defaulting Lender.......................................... 53

                                  ARTICLE III

                             CONDITIONS OF LENDING

SECTION 3.01.  Conditions Precedent to Effective Date..................... 56
SECTION 3.02.  Conditions Precedent to the Tranche A Term Borrowing. ..... 63
SECTION 3.03.  Conditions Precedent to the Tranche B Term Borrowings...... 64
SECTION 3.04.  Conditions Precedent to Each Borrowing..................... 65
SECTION 3.05.  Determinations Under Section 3.01.......................... 65

                                   ARTICLE IV

<PAGE>

                                       ii

                                                                          Page


                         REPRESENTATIONS AND WARRANTIES

SECTION 4.01.  Representations and Warranties of the Borrower............. 66
SECTION 4.02.  Representations and Warranties Applicable to Marvel........ 70

                                   ARTICLE V

                           COVENANTS OF THE BORROWER

SECTION 5.01.  Affirmative Covenants...................................... 71
                (a)  Compliance with Laws, Etc............................ 71
                (b)  Compliance with Environmental Laws................... 71
                (c)  Maintenance of Insurance............................. 71
                (d)  Preservation of Corporate Existence, Etc............. 71
                (e)  Visitation Rights.................................... 72
                (f)  Keeping of Books..................................... 72
                (g)  Maintenance of Properties, Etc....................... 72
                (h)  Termination of Financing Statements.................. 72
                (i)  Collateral Account................................... 72
                (j)  Reporting Requirements............................... 72
                (k)  Look-Forward Certificate............................. 76
                (l)  Transactions with Affiliates......................... 77
                (m)  Mafco Tax Group...................................... 77
                (n)  Net Cash Proceeds.................................... 77
SECTION 5.02.  Negative Covenants......................................... 77
                (a)  Liens, Etc........................................... 77
                (b)  Lease Obligations.................................... 78
                (c)  Mergers, Etc......................................... 78
                (d)  Sales, Etc. of Assets................................ 78
                (e)  Dividends, Repurchases, Etc.......................... 78
                (f)  Investments.......................................... 79
                (g)  Change in Nature of Business......................... 79
                (h)  Accounting Changes................................... 79
                (i)  Debt................................................. 79
                (j)  Charter Amendments................................... 79
                (k)  Prepayments, Etc. of Debt............................ 80
                (l)  Negative Pledge...................................... 80
                (m)  Partnerships......................................... 80
                (n)  Capital Expenditures................................. 80
                (o)  Issuance of Capital Stock............................ 80
                (p)  Payment Restrictions................................. 80

<PAGE>

                                      iii

                                                                           Page


                                   ARTICLE VI

                               EVENTS OF DEFAULT

SECTION 6.01.  Events of Default........................................... 81


                                  ARTICLE VII

               THE ADMINISTRATIVE AGENT AND THE COLLATERAL AGENT

SECTION 7.01.  Authorization and Action.................................... 86
SECTION 7.02.  Administrative Agent's and Collateral Agent's Reliance, Etc. 87
SECTION 7.03.  Citibank and Affiliates..................................... 87
SECTION 7.04.  Lender Credit Decision...................................... 88
SECTION 7.05.  Indemnification............................................. 88
SECTION 7.06.  Successor Administrative Agent and Collateral Agent......... 89

                                  ARTICLE VIII

                                 MISCELLANEOUS

SECTION 8.01.  Amendments, Etc............................................. 90
SECTION 8.02.  Notices, Etc................................................ 91
SECTION 8.03.  No Waiver; Remedies......................................... 91
SECTION 8.04.  Costs; Expenses............................................. 91
SECTION 8.05.  Right of Set-off............................................ 93
SECTION 8.06.  Binding Effect.............................................. 93
SECTION 8.07.  Assignments and Participations.............................. 93
SECTION 8.08.  Governing Law; Submission to Jurisdiction................... 96
SECTION 8.09.  Execution in Counterparts................................... 97
SECTION 8.10.  WAIVER OF JURY TRIAL........................................ 97

<PAGE>

                                       iv

Schedule I     -   List of Existing Advances, Advances, Commitments and Lending
                   Offices

Schedule II    -   Borrower Information

Schedule III   -   List of Existing Debt

Schedule IV    -   List of Investments

Schedule V     -   List of Existing Liens

Schedule VI    -   Calculation of Defeased Debt Amount

Schedule VII   -   List of Debt for the Definition of Net Cash Proceeds

Exhibit A-1    -   Form of Tranche A Revolving Credit Note

Exhibit A-2    -   Form of Tranche B Revolving Credit Note

Exhibit B      -   Form of Assignment and Acceptance

Exhibit C      -   Form of Notice of Borrowing

Exhibit D-1    -   Form of Mafco Security Agreement

Exhibit D-2    -   Form of Borrower Security Agreement

Exhibit D-3    -   Form of Borrower Parent Security Agreement

Exhibit E-1    -   Form of Mafco Guaranty

Exhibit E-2    -   Form of Borrower Parent Guaranty

Exhibit E-3    -   Form of C&F Guaranty

Exhibit E-4    -   Form of Cigar Guaranty

Exhibit E-5    -   Form of Coleman Guaranty

Exhibit E-6    -   Form of Flavors Guaranty

Exhibit E-7    -   Form of New World Guaranty

Exhibit E-8    -   Form of Revlon Guaranty

<PAGE>

                                       v

Exhibit F-1    -   Form of C&F Pledge Agreement

Exhibit F-2    -   Form of Cigar Pledge Agreement

Exhibit F-3    -   Form of Coleman Pledge Agreement

Exhibit F-4    -   Form of Coleman Worldwide Pledge Agreement

Exhibit F-5    -   Form of Flavors Pledge Agreement

Exhibit F-6    -   Form of Four Star Pledge Agreement

Exhibit F-7    -   Form of Mafco Pledge Agreement

Exhibit F-8    -   Form of M&F Pledge Agreement

Exhibit F-9    -   Form of New Coleman Pledge Agreement

Exhibit F-10   -   Form of New World Pledge Agreement

Exhibit F-11   -   Form of Second Andrews Pledge Agreement

Exhibit F-12   -   Form of Revlon Pledge Agreement

Exhibit G      -   Form of Equity Contribution Agreement

Exhibit H      -   Form of First Gibraltar Loan Agreement

Exhibit I      -   Form of Confidentiality Letter

<PAGE>

                             TERM CREDIT AGREEMENT


         TERM CREDIT AGREEMENT dated as of December 16, 1996 among MARVEL IV
HOLDINGS INC. (to be renamed MAFCO FINANCE CORP.), a Delaware corporation (the
"Borrower"), the banks, financial institutions and other institutional lenders
(the "Financial Institutions") listed on the signature pages hereof, CITIBANK,
N.A. ("Citibank"), as administrative agent (together with any successor
appointed pursuant to Article VII, the "Administrative Agent") for the Lenders
(as hereinafter defined) hereunder, NATIONSBANC CAPITAL MARKETS, INC., as
documentation agent (the "Documentation Agent") for the Lenders hereunder,
CREDIT SUISSE, as syndication agent (the "Syndication Agent") for the Lenders
hereunder, BANK OF AMERICA ILLINOIS, ING (U.S.) CAPITAL CORPORATION, SALOMON
BROTHERS HOLDING COMPANY INC, THE BANK OF NEW YORK and THE FUJI BANK, LIMITED,
as managing agents (the "Managing Agents"; together with the Administrative
Agent, the Documentation Agent and the Syndication Agent, the "Agents") for the
Lenders hereunder and Citibank, as collateral agent (together with any
successor appointed pursuant to Article VII, the "Collateral Agent") for the
Lenders hereunder and the Revolving Credit Agreement Lenders (as hereinafter
defined).

                             PRELIMINARY STATEMENTS

         (1) Mafco Holdings Inc., a Delaware corporation and an indirect parent
corporation of the Borrower ("Mafco") intends to acquire, directly or
indirectly through Subsidiaries, newly issued equity in Marvel Entertainment
Group, Inc., a Delaware corporation and an indirect Subsidiary (as hereinafter
defined) of the Borrower ("Marvel").

         (2) The Borrower has requested that the Financial Institutions lend to
it up to $350,000,000 which will be used to finance a series of related and
simultaneous transactions which will result in (x) the acquisition by Mafco,
directly or indirectly, of such newly issued equity in Marvel and (y) Toy Biz
Inc., a Delaware corporation ("Toy Biz"), becoming a wholly-owned Subsidiary of
Marvel. A portion of proceeds of the Borrowings hereunder may also be used to
provide working capital to Marvel.

         (3) The Financial Institutions hereunder have indicated their
willingness to agree to lend such amounts on the terms and conditions of this
Agreement.

         (4) Concurrently with entering into this Agreement, the Borrower is
entering into a Fourth Amended and Restated Revolving Credit Agreement dated as
of the date hereof (as it may hereafter be amended or otherwise modified from
time to time, the "Revolving Credit Agreement") with the banks, financial
institutions and other institutional lenders party thereto (the "Revolving
Credit Agreement Lenders"), Citibank, as initial issuing bank, Citibank, as
administrative agent (in such capacity, the "Revolving Administrative Agent"),
The First National Bank of Boston as documentation agent (in such

<PAGE>

                                       2

capacity, the "Revolving Documentation Agent"), Chase Securities, Inc., as
syndication agent (in such capacity, the "Revolving Syndication Agent"), the
managing agents party thereto (the "Revolving Managing Agents"); together with
the Revolving Administrative Agent, the Revolving Documentation Agent and the
Revolving Syndication Agent, the "Revolving Agents") and the Collateral Agent.

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


                                   ARTICLE I

                        DEFINITIONS AND ACCOUNTING TERMS

         SECTION 1.01. Certain Defined Terms. As used in this Agreement, the
following terms shall have the following meanings (such meanings to be equally
applicable to both the singular and plural forms of the terms defined):

         "A Company" means (i) each Loan Party, FN Parent, FN Holdings, Coleman
Holdings Inc., Coleman Worldwide and NWCG Holdings and (ii) on and after the
Revlon Inclusion Date, National Health Care Group Inc., Revlon Holdings Inc.
and Revlon Worldwide Corporation; provided, however, that on and after (i) the
consummation of the New World Acquisition, NWCG Holdings shall no longer be an
"A Company" and (ii) the date of sale, monetization or other disposal by Mafco
or any of its Subsidiaries of all of the News Corp. Preferred ADRs, New World
Guarantor shall no longer be an "A Company".

         "Administrative Agent" has the meaning specified in the recital of
parties to this Agreement.

         "Administrative Agent's Account" means the account of the
Administrative Agent maintained by the Administrative Agent with Citibank at
399 Park Avenue, New York, New York 10043, Account No.3685-2248.

         "Advance" means a Tranche A Term Advance or a Tranche B Term Advance.

         "Affiliate" means, as to any Person, any other Person that, directly
or indirectly, controls, is controlled by or is under common control with such
Person or is a director or officer of such Person. For purposes of this
definition, the term "control" (including the terms "controlling", "controlled
by" and "under common control with") of a Person means the possession, direct
or indirect, of the power to vote 5% or more of the Voting Stock of such Person
or to direct or cause direction of the management and policies of such Person,
whether through the ownership of Voting Stock, by contract or otherwise.

<PAGE>

                                       3

         "Agents" has the meaning specified in the recital of parties to this
Agreement.

         "Andrews" means Andrews Group Incorporated, a Delaware corporation.

         "Applicable Lending Office" means, with respect to each Lender, such
Lender's Domestic Lending Office in the case of a Base Rate Advance and such
Lender's Eurodollar Lending Office in the case of a Eurodollar Rate Advance.

         "Applicable Margin" means, at any time, 2.50% per annum for Base Rate
Advances and 4.50% per annum for Eurodollar Rate Advances.

         "Asset Sale" means the sale, lease, transfer or other disposition
(collectively, a "disposition") of assets of Mafco or any of its Subsidiaries
other than a disposition of any of the following:

              (i) all or any portion of the capital stock of Laboratory
         Corporation of America Holdings, or Meridian Sports Incorporated,

              (ii) all or any portion of the capital stock or assets of the
         Bank or any of its Subsidiaries,

              (iii) all or any portion of the real property located at 1440
         South Sepulveda, Los Angeles, California in connection with the New
         World Acquisition,

              (iv) from and after the later to occur of (A) the Tranche B
         Termination Date and (B) the Term Credit Agreement Termination Date,
         all or any portion of the capital stock or assets of Marvel III
         Holdings Inc., Marvel (Parent) Holdings Inc., Marvel Holdings Inc. and
         Marvel (or any of its Subsidiaries), and

              (v) any asset of Ropa Two Corporation so long as the Net Cash
         Proceeds from any disposition of an asset of Ropa Two Corporation
         shall be reinvested, within twelve months following the date of such
         disposition, in the business of Ropa Two Corporation or any of its
         Subsidiaries;

         provided, however, that

              (a) a disposition of assets of (x) a Designated Operating Company
         or any of its Subsidiaries, (y) Meridian Sports Incorporated or any of
         its Subsidiaries or (z) Marvel or any of its Subsidiaries prior to and
         following the Marvel Inclusion Period shall, in each case, only be
         considered an Asset Sale

<PAGE>

                                       4

         for purposes of this Agreement to the extent, and only to the extent,
         that all or a portion of the proceeds of such disposition are received
         by any of Mafco or any of its Subsidiaries (other than (i) a
         Designated Operating Company or any of its Subsidiaries, (ii) Meridian
         Sports Incorporated or any of its Subsidiaries or (iii) Marvel or any
         of its Subsidiaries prior to and following the Marvel Inclusion
         Period, as the case may be) through a dividend, distribution, loan,
         advance or other similar payment,

              (b) subject to the other clauses of this proviso, so long as the
         Revlon Holdings Statement is true and correct both before and after
         giving effect to such disposition, a disposition of assets of Revlon
         Holdings Inc. or any of its Subsidiaries shall only be considered an
         Asset Sale for purposes of this Agreement to the extent, and only to
         the extent, that all or a portion of the proceeds of such disposition
         are received by any of Mafco or any of its Subsidiaries (other than
         Revlon Holdings Inc. or any of its Subsidiaries) through a dividend,
         distribution, loan, advance or other similar payment,

              (c) notwithstanding clause (b) of this proviso, a disposition of
         all or any portion of the capital stock of Revlon Worldwide
         Corporation, National Health Care Group, Inc. or Charles of the Ritz
         Group Ltd. (but in the case of Charles of the Ritz Group Ltd., only if
         it owns any of the capital stock of Revlon Worldwide Corporation at
         the time of such disposition) shall be considered an Asset Sale for
         purposes of this Agreement,

              (d) notwithstanding clause (b) of this proviso, a disposition of
         any asset (other than assets specifically excluded from this
         definition of "Asset Sale") of National Health Care Group, Inc. or any
         of its Subsidiaries (other than (i) prior to the Revlon Inclusion
         Date, Revlon Worldwide and its Subsidiaries and (ii) from and after
         the Revlon Inclusion Date, Revlon and its Subsidiaries) shall be
         considered an Asset Sale for purposes of this Agreement, and

              (e) notwithstanding clause (b) of this proviso, prior to the
         Revlon Inclusion Date, a disposition of assets by Revlon Worldwide or
         any of its Subsidiaries shall not be considered an Asset Sale for
         purposes of this Agreement.

         "Assignment and Acceptance" means an assignment and acceptance entered
into by a Lender and an assignee of such Lender, and accepted by the
Administrative Agent, in substantially the form of Exhibit B hereto.

<PAGE>

                                       5

         "Bank" means First Nationwide Bank, A Federal Savings Bank, and any
successor thereto, including the surviving bank of the merger of the Bank with
and into California Federal.

         "Bank Preferred Stock Document" means the Federal Stock Charter of
First Madison Bank, FSB, as supplemented by the First Supplementary Section to
Section 5 of the Charter of First Gibraltar Bank, FSB and the Second
Supplemental Section to Section 5 of the Charter of First Madison Bank, FSB.

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

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

              (b) the sum (adjusted to the nearest 1/4 of 1% or, if there is no
         nearest 1/4 of 1%, to the next higher 1/4 of 1%) of (i) 1/2 of 1% per
         annum, plus (ii) the rate obtained by dividing (A) the latest
         three-week moving average of secondary market morning offering rates
         in the United States for three-month certificates of deposit of major
         United States money market banks, such three-week moving average
         (adjusted to the basis of a year of 360 days) being determined weekly
         on each Monday (or, if such day is not a Business Day, on the next
         succeeding Business Day) for the three-week period ending on the
         previous Friday by Citibank on the basis of such rates reported by
         certificate of deposit dealers to and published by the Federal Reserve
         Bank of New York or, if such publication shall be suspended or
         terminated, on the basis of quotations for such rates received by
         Citibank from three New York certificate of deposit dealers of
         recognized standing selected by Citibank, by (B) a percentage equal to
         100% minus the average of the daily percentages specified during such
         three-week period by the Board of Governors of the Federal Reserve
         System (or any successor thereto) for determining the maximum reserve
         requirement (including, but not limited to, any emergency,
         supplemental or other marginal reserve requirement) for Citibank with
         respect to liabilities consisting of or including (among other
         liabilities) three-month U.S. dollar non-personal time deposits in the
         United States, plus (iii) the average during such three-week period of
         the annual assessment rates estimated by Citibank for determining the
         then current annual assessment payable by Citibank to the Federal
         Deposit Insurance Corporation (or any successor thereto) for insuring
         U.S. dollar deposits of Citibank in the United States; and

              (c) 1/2 of 1% per annum above the Federal Funds Rate.

         "Base Rate Advance" means an Advance that bears interest as provided
in Section 2.06(a)(i).

<PAGE>

                                       6

         "Borrower" has the meaning specified in the recital of parties to this
Agreement.

         "Borrower Collateral Account" has the meaning specified in the
Borrower Security Agreement.

         "Borrower Parent" means Marvel V Holdings Inc., a Delaware
corporation.

         "Borrower Parent Guaranty" means the Third Amended and Restated
Guaranty dated as of December 16, 1996 made by the Borrower Parent in favor of
the Lenders, the Revolving Credit Agreement Lenders, the Agents, the Revolving
Agents and the Collateral Agent, as such guaranty may be amended or otherwise
modified from time to time in accordance with its terms.

         "Borrower Parent Security Agreement" means the Amended and Restated
Security Agreement dated as of December 16, 1996 made by the Borrower Parent
and The Bank of New York, in its capacity as voting trustee, to the Collateral
Agent, as such agreement may be amended or otherwise modified from time to time
in accordance with its terms.

         "Borrower Security Agreement" means the Fourth Amended and Restated
Borrower Security Agreement dated as of December 16, 1996 made by the Borrower
to the Collateral Agent, as such agreement may be amended or otherwise modified
from time to time in accordance with its terms.

         "Borrower's Account" means the account of the Borrower maintained by
the Borrower with Citibank, N.A., at its office at 399 Park Avenue, New York,
New York 10043, Account No. 40650489.

         "Borrowing" means a Tranche A Term Borrowing or a Tranche B Term
Borrowing.

         "Business Day" means a day of the year on which banks are not required
or authorized by law to close in New York City and, if the applicable Business
Day relates to any Eurodollar Rate Advances, on which dealings are carried on
in the London interbank market and banks are open for business in London.

         "C&F Guarantor" means Mafco Consolidated Holdings Inc., a Delaware
corporation (formerly known as C&F (Parent) Holdings Inc.).

         "C&F Guaranty" means the Second Amended and Restated Guaranty dated as
of December 16, 1996 made by C&F Guarantor in favor of the Lenders, the
Revolving

<PAGE>

                                       7

Credit Agreement Lenders, the Agents, the Revolving Agents and the Collateral
Agent, as such guaranty may be amended or otherwise modified from time to time
in accordance with its terms.

         "C&F Pledge Agreement" means the Amended and Restated Pledge Agreement
dated as of December 16, 1996 made by C&F Guarantor to the Collateral Agent, as
such agreement may be amended or otherwise modified from time to time in
accordance with its terms.

         "Calculation Period" means, for any date in respect of any common
stock, the immediately preceding five Business Days during which such common
stock traded on the relevant national stock exchange or the Nasdaq national
market system.

         "California Federal" means California Federal Bank, A Federal Savings
Bank.

         "Capital Expenditures" means, for any period, the sum of (a) all
expenditures during such period for equipment, fixed assets, real property or
improvements, or for replacements or substitutions therefor or additions
thereto, that have a useful life of more than one year plus (b) the aggregate
principal amount of all Debt (including obligations under Capitalized Leases)
assumed or incurred in connection with any such expenditures.

         "Capitalized Leases" has the meaning specified in clause (e) of the
definition of "Debt".

         "Cash Equivalents" means any of the following, to the extent owned by
the Borrower or its Subsidiaries free and clear of all Liens and having a
maturity not greater than 180 days from the date of issuance thereof: (a)
direct obligations of the Government of the United States or any agency or
instrumentality thereof or obligations unconditionally guaranteed by the full
faith and credit of the Government of the United States, (b) insured
certificates of deposit of or time deposits with any commercial bank that is a
Lender or a member of the Federal Reserve System, issues (or the parent of
which issues) commercial paper rated as described in clause (c), is organized
under the laws of the United States or any State thereof and has combined
capital and surplus of at least $1,000,000,000, (c) commercial paper in an
aggregate amount of not more than $10,000,000 per issuer outstanding at any
time, issued by any corporation organized under the laws of any State of the
United States and rated at least "Prime-1" (or the then equivalent grade) by
Moody's Investors Services, Inc. or "A-1" (or the then equivalent grade) by
Standard & Poor's Ratings Group or (d) shares of money market mutual or similar
funds having assets in excess of $100,000,000 and which invest exclusively in
assets satisfying the requirements of clauses (a) through (c) of this
definition.

<PAGE>

                                       8

         "CERCLA" means the Comprehensive Environmental Response, Compensation
and Liability Act of 1980.

         "Cigar Guarantor" means Consolidated Cigar II Holdings Inc., a
Delaware corporation.

         "Cigar Guaranty" means the Third Amended and Restated Cigar Guaranty
dated as of December 16, 1996 made by Cigar Guarantor in favor of the Lenders,
the Revolving Credit Agreement Lenders, the Agents, the Revolving Agents and
the Collateral Agent, as such guaranty may be amended or otherwise modified
from time to time in accordance with its terms.

         "Cigar Non-Operating Subsidiary" means C&F Guarantor.

         "Cigar Pledge Agreement" means the Second Amended and Restated Cigar
Pledge Agreement dated as of December 16, 1996 made by Cigar Guarantor and The
Bank of New York, in its capacity as voting trustee, to the Collateral Agent,
as such agreement may be amended or otherwise modified from time to time in
accordance with its terms.

         "Citibank" has the meaning specified in the recital of parties to this
Agreement.

         "Code" means the Internal Revenue Code of 1986, as amended from time
to time, and the regulations promulgated and the rulings issued thereunder.

         "Coleman" means The Coleman Company, Inc., a Delaware corporation.

         "Coleman Guarantor" means Coleman (Parent) Holdings Inc., a Delaware
corporation.

         "Coleman Guaranty" means the Third Amended and Restated Coleman
Guaranty dated as of December 16, 1996 made by Coleman Guarantor in favor of
the Lenders, the Revolving Credit Agreement Lenders, the Agents, the Revolving
Agents and the Collateral Agent, as such guaranty may be amended or otherwise
modified from time to time in accordance with its terms.

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

         "Coleman Non-Operating Subsidiaries" means Coleman Holdings and
Coleman Worldwide.

<PAGE>

                                       9

         "Coleman Pledge Agreement" means the Second Amended and Restated
Pledge Agreement dated as of December 16, 1996 made by Coleman Guarantor to the
Collateral Agent, as such agreement may be amended or otherwise modified from
time to time in accordance with its terms.

         "Coleman Tax Agreements" means (i) the Tax Allocation Agreement dated
as of August 24, 1990, as amended through the date hereof, between Mafco and
New Coleman, (ii) the Tax Sharing Agreement dated as of February 26, 1992, as
amended through the date hereof, among Mafco, Coleman Finance Holdings Inc.,
Coleman and the Subsidiaries of Coleman party thereto, (iii) the Tax Sharing
Agreement dated as of February 26, 1992, as amended through the date hereof,
among Mafco, New Coleman, Coleman Finance Holdings Inc. and the Subsidiaries of
Coleman Finance Holdings Inc. party thereto, (iv) the Tax Equivalent Payment
Agreement dated as of March 4, 1992, as amended through the date hereof,
between Mafco and Coleman Finance Holdings Inc., (v) the Supplemental Tax
Sharing Agreement dated as of February 26, 1992, as amended through the date
hereof, between Coleman and M&F, (vi) the Tax Sharing Agreement dated as of May
27, 1993 among Mafco, Coleman Worldwide, Coleman and its Subsidiaries party
thereto, (vii) the Tax Sharing Agreement dated as of May 27, 1993 among Mafco,
Coleman Worldwide and the other Persons party thereto, (viii) the Tax Sharing
Agreement dated as of July 22, 1993 between Mafco and Coleman Holdings, and
(ix) the Tax Sharing Termination Agreement dated as of May 27, 1993 among
Mafco, New Coleman, Coleman and the other Persons party thereto.

         "Coleman Worldwide" means Coleman Worldwide Corporation, a Delaware
corporation.

         "Coleman Worldwide Indenture" has the meaning specified in Schedule
VI.

         "Coleman Worldwide LYONS" means the Liquid Yield Option Notes Due 2013
issued by Coleman Worldwide.

         "Coleman Worldwide Pledge Agreement" means the Amended and Restated
Non-Recourse Guaranty and Pledge Agreement dated as of December 16, 1996 made
by Coleman Worldwide to the Collateral Agent, as such agreement may be amended
or otherwise modified from time to time in accordance with its terms.

         "Collateral" means all "Collateral" referred to in the Collateral
Documents and all other property that is or is intended to be subject to any
Lien in favor of the Collateral Agent, the Lenders, the Revolving Credit
Agreement Lenders, the Agents and the Revolving Agents.

<PAGE>

                                       10

         "Collateral Accounts" means the Borrower Collateral Account, the Mafco
Collateral Account, the Second Mafco Collateral Account and the L/C Cash
Collateral Account.

         "Collateral Agent" has the meaning specified in the recital of the
parties hereto. "Collateral Documents" means each Security Agreement and each
Pledge Agreement.

         "Commitment" means a Tranche A Term Commitment or a Tranche B Term
Commitment.

         "Consolidated" for any Person refers to the consolidation of the
financial statements of such Person and its Subsidiaries in accordance with
GAAP.

         "Conversion", "Convert" and "Converted" each refer to a conversion of
Advances of one Type into Advances of the other Type pursuant to Section 2.10.

         "Debt" of any Person means, without duplication, (a) all indebtedness
of such Person for borrowed money; (b) all Obligations of such Person for the
deferred purchase price of property or services (other than trade payables not
overdue by more than 60 days incurred in the ordinary course of such Person's
business); (c) all Obligations of such Person evidenced by notes, bonds,
debentures or other similar instruments; (d) all indebtedness created or
arising under any conditional sale or other title retention agreement with
respect to property acquired by such Person (even though the rights and
remedies of the seller or lender under such agreement in the event of default
are limited to repossession or sale of such property); (e) all Obligations of
such Person as lessee under leases that have been or should be, in accordance
with GAAP, recorded as capital leases ("Capitalized Leases"); (f) all
Obligations, contingent or otherwise, of such Person under acceptance, letter
of credit or similar facilities; (g) all Obligations of such Person to
purchase, redeem, retire, defease or otherwise acquire for value any capital
stock of such Person or any warrants, rights or options to acquire such capital
stock; (h) all Obligations of such Person in respect of Hedge Agreements; (i)
all Debt of others referred to in clauses (a) through (h) above guaranteed
directly or indirectly in any manner by such Person, or in effect guaranteed
directly or indirectly by such Person through an agreement (i) to pay or
purchase such Debt or to advance or supply funds for the payment or purchase of
such Debt, (ii) to purchase, sell or lease (as lessee or lessor) property, or
to purchase or sell services, primarily for the purpose of enabling the debtor
to make payment of such Debt or to assure the holder of such Debt against loss,
(iii) to supply funds to or in any other manner invest in the debtor (including
any agreement to pay for property or services irrespective of whether such
property is received or such services are rendered) or (iv) otherwise to assure
a creditor against loss; and (j) all Debt referred to in clauses (a) through
(i) above secured by (or for which the holder of

<PAGE>

                                       11

such Debt has an existing right, contingent or otherwise, to be secured by) any
Lien on property (including, without limitation, accounts and contract rights)
owned by such Person, even though such Person has not assumed or become liable
for the payment of such Debt. For all purposes of this Agreement and the other
Loan Documents, "Debt" shall not include Obligations of any Designated
Operating Company, Revlon, Marvel or any of their respective Subsidiaries in
respect of Hedge Agreements.

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

         "Defaulted Advance" means, with respect to any Lender at any time, the
amount of any Advance required to be made by such Lender to the Borrower
pursuant to Section 2.01 at or prior to such time which has not been so made as
of such time; provided, however, that any Advance made by the Administrative
Agent for the account of such Lender pursuant to Section 2.02(c) shall not be
considered a Defaulted Advance even if, at such time, such Lender shall not
have reimbursed the Administrative Agent therefor as provided in Section
2.02(c). In the event that a portion of a Defaulted Advance shall be deemed
made pursuant to Section 2.15(a), the remaining portion of such Defaulted
Advance shall be considered a Defaulted Advance originally required to be made
pursuant to Section 2.01 on the same date as the Defaulted Advance so deemed
made in part.

         "Defaulted Amount" means, with respect to any Lender at any time, any
amount required to be paid by such Lender to the Administrative Agent, the
Collateral Agent or any other Lender hereunder or under any other Loan Document
at or prior to such time which has not been so paid as of such time, including,
without limitation, any amount required to be paid by such Lender to (a) the
Administrative Agent pursuant to Section 2.02(c) to reimburse the
Administrative Agent for the amount of any Advance made by the Administrative
Agent for the account of such Lender, (b) any other Lender pursuant to Section
2.13 to purchase any interest or participating interest in Advances owing to
such other Lender and (c) the Administrative Agent or the Collateral Agent
pursuant to Section 7.05 to reimburse the Administrative Agent or the
Collateral Agent, as the case may be, for such Lender's ratable share of any
amount required to be paid by the Lenders to the Administrative Agent or the
Collateral Agent as provided therein. In the event that a portion of a
Defaulted Amount shall be deemed paid pursuant to Section 2.15(b), the
remaining portion of such Defaulted Amount shall be considered a Defaulted
Amount originally required to be made hereunder or under any other Loan
Document on the same date as the Defaulted Amount so deemed paid in part.

         "Defaulting Lender" means, at any time, any Lender that, at such time,
(a) owes a Defaulted Advance or a Defaulted Amount or (b) shall take or be the
subject of any action or proceeding of a type described in Section 6.01(e).

<PAGE>

                                       12

         "Defeased Debt Amount" means for any date of determination for any
Designated Person listed on Schedule VI an amount calculated in the manner set
forth on Schedule VI for such Designated Person or such other amount as may be
agreed by the Administrative Agent and the Borrower.

         "Deposit Certificate" has the meaning specified in Section 5.01(k).

         "Designated Coleman Subsidiaries" means Coleman Holdings, Coleman
Worldwide and Coleman.

         "Designated New World Subsidiaries" means New World Guarantor, NWCG
Holdings and New World; provided, however, that (i) on and after the date of
the sale, monetization or other disposal by Mafco or any of its Subsidiaries of
all of the News Corp. Preferred ADRs, New World Guarantor shall no longer be a
"Designated New World Subsidiary" and (ii) on and after the consummation of the
New World Acquisition, each of NWCG Holdings and New World shall no longer be a
"Designated New World Subsidiary".

         "Designated Operating Companies" means (i) Coleman, New World and MCG,
(ii) on and after the Revlon Inclusion Date, Revlon and (iii) solely during the
Marvel Inclusion Period, Marvel; provided, however, that on and after the
consummation of the New World Acquisition, New World shall no longer be a
"Designated Operating Company".

         "Designated Persons" means Coleman Guarantor, New World Guarantor, C&F
Guarantor and, on and after the Revlon Inclusion Date, Revlon Guarantor;
provided, however, that on and after the date of the sale, monetization or
other disposal by Mafco or any of its Subsidiaries of all of the News Corp.
Preferred ADRs, New World Guarantor shall no longer be a "Designated Person".

         "Documentation Agent" has the meaning specified in the recital of
parties to this Agreement.

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

         "Domestic Lending Office" means, with respect to any Lender, the
office of such Lender specified as its "Domestic Lending Office" opposite its
name on Schedule I hereto or in the Assignment and Acceptance pursuant to which
it became a Lender, as the case may be, or such other office of such Lender as
such Lender may from time to time specify to the Borrower and the
Administrative Agent.

         "Effective Date" has the meaning specified in Section 3.01.

<PAGE>

                                       13

         "Eligible Assignee" means (a) any commercial bank organized under the
laws of the United States, or any State thereof, and having total assets in
excess of $1,000,000,000; (b) any savings and loan association or savings bank
organized under the laws of the United States, or any State thereof, and having
a net worth determined in accordance with GAAP in excess of $500,000,000; (c)
any commercial bank organized under the laws of any other country that is a
member of the Organization for Economic Cooperation and Development ("OECD") or
has concluded special lending arrangements with the International Monetary Fund
Associated with its General Arrangements to Borrow, or a political subdivision
of any such country, and having total assets in excess of $1,000,000,000, so
long as such bank is acting through a branch or agency located in the United
States, in the Cayman Islands or in the country in which it is organized or
another country that is described in this clause (c); (d) the central bank of
any country that is a member of the OECD; (e) any finance company, insurance
company or other financial institution or fund (whether a corporation,
partnership, trust or other entity) that (i) is not affiliated with the
Borrower, (ii) is engaged in making, purchasing or otherwise investing in
commercial loans in the ordinary course of its business and (iii) has total
assets in excess of $500,000,000; and (f) any other Person (other than an
Affiliate of the Borrower) approved by the Administrative Agent and the
Borrower, such approval not to be unreasonably withheld.

         "Environmental Action" means any administrative, regulatory or
judicial action, suit, demand, demand letter, claim, notice of non-compliance
or violation, investigation, proceeding, consent order or consent agreement
based upon or arising out of any Environmental Law or any Environmental Permit,
including without limitation (a) any claim by any governmental or regulatory
authority for enforcement, cleanup, removal, response, remedial or other
actions or damages pursuant to any Environmental Law and (b) any claim by any
third party seeking damages, contribution, or injunctive relief arising from
alleged injury or threat of injury to health, safety or the environment.

         "Environmental Law" means any federal, state or local law, rule,
regulation, order, writ, judgment, injunction, decree, determination or award
relating to the environment, health or safety including, without limitation,
CERCLA, the Resource Conservation and Recovery Act, the Hazardous Materials
Transportation Act, the Clean Water Act, the Toxic Substances Control Act, the
Clean Air Act, the Safe Drinking Water Act, the Atomic Energy Act, the Federal
Insecticide, Fungicide and Rodenticide Act and the Occupational Safety and
Health Act.

         "Environmental Permit" means any permit, approval, identification
number, license or other authorization required under any Environmental Law.

         "Equity Contribution Agreement" means the Amended and Restated Equity
Contribution Agreement dated as of December 16, 1996, between the Borrower and
the

<PAGE>

                                       14

Borrower Parent, as such agreement may be amended or otherwise modified from
time to time in accordance with its terms.

         "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended from time to time, and the regulations promulgated and rulings issued
thereunder.

         "ERISA Affiliate" of any Person means any other Person that for
purposes of Title IV of ERISA is a member of such Person's controlled group, or
under common control with such Person, within the meaning of Section 414 of the
Code.

         "ERISA Event" with respect to any Person means (a) the occurrence of a
reportable event, within the meaning of Section 4043 of ERISA, with respect to
any Plan of such Person or any of its ERISA Affiliates unless the 30-day notice
requirement with respect to such event has been waived by the PBGC; (b) the
provision by the administrator of any Plan of such Person or any of its ERISA
Affiliates of a notice of intent to terminate such Plan, pursuant to Section
4041(a)(2) of ERISA (including any such notice with respect to a plan amendment
referred to in Section 4041(e) of ERISA); (c) the cessation of operations at a
facility of such Person or any of its ERISA Affiliates in the circumstances
described in Section 4062(e) of ERISA; (d) the withdrawal by such Person or any
of its ERISA Affiliates from a Multiple Employer Plan during a plan year for
which it was a substantial employer, as defined in Section 4001(a)(2) of ERISA;
(e) the failure by such Person or any of its ERISA Affiliates to make a payment
to a Plan described in Section 302(f)(1) of ERISA; (f) the adoption of an
amendment to a Plan of such Person or any of its ERISA Affiliates requiring the
provision of security to such Plan, pursuant to Section 307 of ERISA; or (g)
the institution by the PBGC of proceedings to terminate a Plan of such Person
or any of its ERISA Affiliates, pursuant to Section 4042 of ERISA, or the
occurrence of any event or condition described in Section 4042 of ERISA that
would constitute grounds for the termination of, or the appointment of a
trustee to administer, such Plan; provided, however, that an event described in
clause (a), (c) or (d) of this definition, or in clause (b) of this definition
solely with respect to a standard termination under Section 4041(b) of ERISA,
shall be an ERISA Event only if such event is reasonably likely to result in a
material liability of such Person or any of its ERISA Affiliates.

         "Eurocurrency Liabilities" has the meaning assigned to that term in
Regulation D of the Board of Governors of the Federal Reserve System, as in
effect from time to time.

         "Eurodollar Lending Office" means, with respect to any Lender, the
office of such Lender specified as its "Eurodollar Lending Office" opposite its
name on Schedule I hereto or in the Assignment and Acceptance pursuant to which
it became a Lender (or, if no such office is specified, its Domestic Lending
Office), or such other office of such Lender as such Lender may from time to
time specify to the Borrower and the Administrative Agent.

<PAGE>

                                       15

         "Eurodollar Rate" means, for any Interest Period for each Eurodollar
Rate Advance comprising part of the same Borrowing, an interest rate per annum
equal to the rate per annum obtained by dividing (a) the average (rounded
upward to the nearest whole multiple of 1/100 of 1% per annum, if such average
is not such a multiple) of the rate per annum at which deposits in U.S. dollars
are offered by the principal office of Citibank in London, England to prime
banks in the London interbank market at 11:00 A.M. (London time) two Business
Days before the first day of such Interest Period for a period equal to such
Interest Period by (b) a percentage equal to 100% minus the Eurodollar Rate
Reserve Percentage for such Interest Period. The Eurodollar Rate for each
Interest Period shall be determined by the Administrative Agent on the basis of
applicable rates furnished to and received by the Administrative Agent from
Citibank two Business Days before the first day of such Interest Period,
subject, however, to the provisions of Section 2.06.

         "Eurodollar Rate Advance" means an Advance that bears interest as
provided in Section 2.06(a)(ii).

         "Eurodollar Rate Reserve Percentage" of any Lender for any Interest
Period for any Advance means the reserve percentage applicable during such
Interest Period (or if more than one such percentage shall be so applicable,
the daily average of such percentages for those days in such Interest Period
during which any such percentage shall be so applicable) under regulations
issued from time to time by the Board of Governors of the Federal Reserve
System (or any successor) for determining the maximum reserve requirement
(including, without limitation, any emergency, supplemental or other marginal
reserve requirement) for such Lender with respect to liabilities or assets
consisting of or including Eurocurrency Liabilities having a term equal to such
Interest Period.

         "Events of Default" has the meaning specified in Section 6.01.

         "Exchange Act" means the Securities Exchange Act of 1934, as amended.

         "Exchange Agreement" means the Exchange Agreement dated as of October
3, 1994 among FN Parent, FN Holdings and Gerald J. Ford.

         "Existing Credit Agreement" has the meaning given such term under the
Revolving Credit Agreement.

         "Facility" means the Tranche A Term Facility or the Tranche B Term
Facility.

         "Federal Funds Rate" means, for any period, a fluctuating interest
rate per annum equal for each day during such period to the weighted average of
the rates on overnight Federal funds transactions with members of the Federal
Reserve System arranged by Federal funds brokers, as published for such day
(or, if such day is not a Business Day,

<PAGE>

                                       16

for the next preceding 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 such day on such transactions received by the
Administrative Agent from three Federal funds brokers of recognized standing
selected by it.

         "FG Guarantor" means First Gibraltar Guarantor Corp., a Delaware
corporation.

         "Financial Institutions" has the meaning specified in the recital of
parties to this Agreement.

         "First Gibraltar" means First Gibraltar Holdings Inc., a Delaware
corporation.

         "First Gibraltar Charter Document" means the restated certificate of
incorporation of First Gibraltar.

         "First Gibraltar Credit Agreement" means the $150,000,000 Credit
Agreement dated as of September 27, 1996 among First Gibraltar, FG Guarantor,
the banks and other financial institutions party thereto, NationsBank, N.A., as
administrative agent, NationsBanc Capital Markets, Inc., as syndication agent
and Citibank, as documentation agent, as the same may be amended, modified or
otherwise supplemented from time to time.

         "First Gibraltar Loan Agreement" means the Amended and Restated Loan
Agreement dated as of December 16, 1996 between the Borrower Parent and First
Gibraltar, as amended or otherwise modified from time to time in accordance
with its terms.

         "Flavors Guarantor" means Flavors (Parent) Holdings Inc., a Delaware
corporation.

         "Flavors Guaranty" means the Third Amended and Restated Flavors
Guaranty dated as of December 16, 1996 made by Flavors Guarantor in favor of
the Lenders, the Revolving Credit Agreement Lenders, the Agents, the Revolving
Agents and the Collateral Agent, as such guaranty may be amended or otherwise
modified from time to time in accordance with its terms.

         "Flavors Non-Operating Subsidiary" means C&F Guarantor.

         "Flavors Pledge Agreement" means the Second Amended and Restated
Flavors Pledge Agreement dated as of December 16, 1996 made by Flavors
Guarantor and The Bank of New York, in its capacity as voting trustee, to the
Collateral Agent, as such agreement may be amended or otherwise modified from
time to time in accordance with its terms.

<PAGE>

                                       17

         "FN Documents" means the FN Holdings Debt Document, the FN Holdings
New Debt Document, the Second New FN Holdings Debt Document, the FN Parent Debt
Document, the Exchange Agreement and the Stockholders Agreement.

         "FN Escrow" means First Nationwide Escrow Corp., a Delaware
corporation.

         "FN Holdings" means First Nationwide Holdings Inc., a Delaware
corporation.

         "FN Holdings Debt" means the 12-1/4% Senior Notes due 2001 issued by
FN Holdings in an aggregate principal amount equal to $200,000,000.

         "FN Holdings Debt Document" means the Indenture dated as of July 15,
1994 made by FN Holdings in favor of The First National Bank of Boston, as
trustee, in connection with the FN Holdings Debt and any other agreement or
instrument which governs the terms of the FN Holdings Debt.

         "FN Holdings New Debt" means the 9-1/8% Senior Subordinated Notes Due
2003 issued by FN Holdings in an aggregate principal amount equal to
$140,000,000.

         "FN Holdings New Debt Document" means the Indenture dated as of
January 31, 1996 made by FN Holdings in favor of The Bank of New York, as
trustee, in connection with the FN Holdings New Debt and any other agreement or
instrument which governs the terms of the FN Holdings New Debt.

         "FN Holdings Preferred Stock" means the $150,000,000 liquidation value
of Cumulative Perpetual Preferred Stock issued by FN Holdings and any shares of
Cumulative Perpetual Preferred Stock to be issued in lieu of cash dividends
payable on the FN Holdings Preferred Stock.

         "FN Management Incentive Plan" means the Management Incentive Plan for
Certain Employees of the Bank established by FN Holdings to provide long-term
incentives to certain key executives of the Bank.

         "FN Parent" means First Nationwide (Parent) Holdings Inc., a Delaware
corporation.

         "FN Parent Debt" means the 12-1/2% Senior Notes due 2003 issued by FN
Parent in an aggregate principal amount equal to $455,000,000.

         "FN Parent Debt Document" means the Indenture dated as of April 15,
1996 made by FN Parent in favor of The Bank of New York, as trustee, in
connection with the

<PAGE>

                                       18

FN Parent Debt and any other agreement or instrument which governs the terms of
the FN Parent Debt.

         "FN Parties" means the Bank, FN Holdings and FN Parent.

         "FN Tax Agreement" means the Tax Sharing Agreement dated as of January
1, 1994 among Mafco, FN Holdings, the Bank and certain Subsidiaries of FN
Holdings and the Bank.

         "Four Star" means Four Star Holdings Corp., a Delaware corporation.

         "Four Star Pledge Agreement" means the Amended and Restated
Non-Recourse Guaranty and Pledge Agreement dated as of December 16, 1996 made
by Four Star and The Bank of New York, in its capacity as voting trustee, to
the Collateral Agent, as such agreement may be amended or otherwise modified
from time to time in accordance with its terms.

         "Fully Satisfied" shall mean, with respect to the Payment Obligations
as of any date, that, on or before such date, (a) the principal of and interest
accrued to such date on all outstanding Advances shall have been paid in full
in cash, (b) the Commitments shall have been terminated in full and (c) all
fees, expenses and other amounts then due and payable which constitute Payment
Obligations shall have been paid in cash; provided, however, that on such date
none of the Administrative Agent and the Lenders shall have made any claims in
respect of Payment Obligations against the Borrower or any other Loan Party
under any provision of any of the Loan Documents that has not been cash
collateralized by an amount sufficient in the reasonable judgment of the
Administrative Agent, the Required Lenders and any such Lender (if such Lender
is not one of the Lenders constituting the Required Lenders) to secure such
claim.

         "GAAP" means generally accepted accounting principles in the United
States of America as in effect as of the date of, and used in, the preparation
of the audited consolidated financial statements referred to in Section
4.01(f), except that with respect to (x) the preparation of any financial
statement required to be furnished pursuant to clause (i), (ii) or (iii) of
Section 5.01(j) and (y) changes to financial statement presentation and
accounting policies contemplated by Section 5.02(h), "GAAP" shall mean such
principles as in effect from time to time in the United States of America.

         "Guarantor" means each of Mafco, Borrower Parent, Coleman Guarantor,
New World Guarantor, Flavors Guarantor, Cigar Guarantor, C&F Guarantor and, on
and after the Revlon Inclusion Date, Revlon Guarantor; provided, however, that
on and after the date of the sale, monetization or other disposal by Mafco or
any of its Subsidiaries of all of the News Corp. Preferred ADRs, New World
Guarantor shall no longer be a "Guarantor".

<PAGE>

                                       19


         "Guaranty" means each of the Borrower Parent Guaranty, the C&F
Guaranty, the Cigar Guaranty, the Coleman Guaranty, the Flavors Guaranty, the
Mafco Guaranty, the New World Guaranty and, on and after the Revlon Inclusion
Date, the Revlon Guaranty; provided, however, that on and after the date of the
sale, monetization or other disposal by Mafco or any of its Subsidiaries of all
of the News Corp. Preferred ADRs, the New World Guaranty shall no longer be a
"Guaranty".

         "Hazardous Materials" means (a) petroleum or petroleum products,
natural or synthetic gas, asbestos in any form that is or could become friable,
urea formaldehyde foam insulation and radon gas, (b) any substances defined as
or included in the definition of "hazardous substances", "hazardous wastes",
"hazardous materials", "extremely hazardous wastes", "restricted hazardous
wastes", "toxic substances", "toxic pollutants", "contaminants" or
"pollutants", or words of similar import, under any Environmental Law and (c)
any other substance exposure to which is regulated under any Environmental Law.

         "Hedge Agreements" means interest rate swap, cap or collar agreements,
interest rate future or option contracts, currency swap agreements, currency
future or option contracts and other similar agreements.

         "Indemnified Party" has the meaning specified in Section 8.04(c).

         "Initial Date" means, for purposes of Section 2.12, in the case of the
Administrative Agent and each Financial Institution, the date of its execution
and delivery of this Agreement and, in the case of each Lender other than a
Financial Institution, the date of the Assignment and Acceptance pursuant to
which it becomes a Lender.

         "Interest Period" means, for each Eurodollar Rate Advance comprising
part of the same Borrowing, the period commencing on the date of such
Eurodollar Rate Advance or the date of the Conversion of any Base Rate Advance
into such Eurodollar Rate Advance, and ending on the last day of the period
selected by the Borrower pursuant to the provisions below and, thereafter, each
subsequent period commencing on the last day of the immediately preceding
Interest Period and ending on the last day of the period selected by the
Borrower pursuant to the provisions below. The duration of each such Interest
Period shall be one, two, three or six months, as the Borrower may, upon notice
received by the Administrative Agent not later than 11:00 A.M. (New York City
time) on the third Business Day prior to the first day of such Interest Period,
select; provided, however, that

              (i) the Borrower may not select any Interest Period with respect
         to any Eurodollar Rate Advance which ends after June 30, 1997;

              (ii) whenever the last day of any Interest Period would otherwise
         occur on a day other than a Business Day, the last day of such
         Interest Period shall be extended

<PAGE>

                                       20

         to occur on the next succeeding Business Day, provided that, if such
         extension would cause the last day of such Interest Period to occur in
         the next following calendar month, the last day of such Interest
         Period shall occur on the next preceding Business Day; and

              (iii) whenever the first day of any Interest Period occurs on a
         day in a calendar month for which there is no numerically
         corresponding day in the calendar month that succeeds such initial
         calendar month by the number of months equal to the number of months
         in such Interest Period, such Interest Period shall end on the last
         Business Day of such succeeding calendar month.

         "Investment" in any Person means any loan or advance to such Person,
any purchase or other acquisition of any capital stock, warrants, rights,
options, debt obligations or other securities of such Person, any capital
contribution to such Person or any other investment in such Person, including,
without limitation, any arrangement pursuant to which the investor incurs Debt
of the types referred to in clauses (i) and (j) of the definition of "Debt" in
respect of such Person.

         "L/C Cash Collateral Account" has the meaning specified in the
Borrower Security Agreement.

         "Lenders" means the Financial Institutions listed on the signature
pages hereof and each Eligible Assignee that shall become a party hereto
pursuant to Section 8.07.

         "Lien" means any lien, security interest or other charge or
encumbrance of any kind, or any other type of preferential arrangement,
including, without limitation, the lien or retained security title of a
conditional vendor and any easement, right of way or other encumbrance on title
to real property.

         "Loan Documents" means this Agreement, the Notes, each Guaranty, each
Collateral Document, the Equity Contribution Agreement and the First Gibraltar
Loan Agreement.

         "Loan Party" means each of the Borrower, each Guarantor, M&F, Andrews,
Four Star, New Coleman and First Gibraltar.

         "Look-Forward Certificate" has the meaning specified in Section
5.01(k).

         "M&F" means MacAndrews & Forbes Holdings Inc., a Delaware corporation.

         "M&F Pledge Agreement" means the Amended and Restated Non-Recourse
Guaranty and Pledge Agreement dated as of December 16, 1996 made by M&F to the

<PAGE>

                                       21

Collateral Agent, as such agreement may be amended or otherwise modified from
time to time in accordance with its terms.

         "Mafco" has the meaning specified in the Preliminary Statements.

         "Mafco Collateral Account" has the meaning specified in the Mafco
Security Agreement.

         "Mafco Guaranty" means the Fourth Amended and Restated Mafco Guaranty
dated as of December 16, 1996 made by Mafco in favor of the Lenders, the
Revolving Credit Agreement Lenders, the Agents, the Revolving Agents and the
Collateral Agent, as such guaranty may be amended or otherwise modified from
time to time in accordance with its terms.

         "Mafco Pledge Agreement" means the Second Amended and Restated Pledge
Agreement dated as of December 16, 1996 made by Mafco and The Bank of New York,
in its capacity as voting trustee, to the Collateral Agent, as such agreement
may be amended or otherwise modified from time to time in accordance with its
terms.

         "Mafco Security Agreement" means the Fourth Amended and Restated Mafco
Security Agreement dated as of December 16, 1996 made by Mafco to the
Collateral Agent, as such agreement may be amended or otherwise modified from
time to time in accordance with its terms.

         "Managing Agents" has the meaning specified in the recital of parties
hereto.

         "Margin Stock" has the meaning specified in Regulation U of the Board
of Governors of the Federal Reserve System and any successor regulations
thereto, as in effect from time to time.

         "Marvel" means Marvel Entertainment Group, Inc., a Delaware
corporation.

         "Marvel IV Required Lenders" means at any time Lenders and Revolving
Credit Agreement Lenders owed or holding at least a majority in interest of the
sum of (a) the aggregate principal amount of the Advances outstanding at such
time, (b) the aggregate principal amount of the Debt outstanding at such time
under the Revolving Credit Agreement, (c) the aggregate Available Amount (as
defined in the Revolving Credit Agreement) of all Letters of Credit (as defined
in the Revolving Credit Agreement) outstanding at such time, (d) the aggregate
unused Commitments, (e) the aggregate "Unused Tranche A Revolving Credit
Commitment" under the Revolving Credit Agreement and (f) the aggregate "Unused
Tranche B Revolving Credit Commitment" under the Revolving Credit Agreement
(provided that, for purposes hereof, neither the Borrower, nor any of its

<PAGE>

                                       22

Affiliates, if a Lender or a Revolving Credit Agreement Lender, shall be
included in (x) the Lenders and the Revolving Credit Agreement Lenders holding
such amount of the Advances, the Debt or the Available Amount of all Letters of
Credit or having such amount of the Commitments, the "Unused Tranche A
Revolving Credit Commitment" or the "Unused Tranche B Revolving Credit
Commitment" or (y) determining the aggregate unpaid principal amount of the
Advances or such Debt, the total Commitments, the total "Unused Tranche A
Revolving Credit Commitments" under the Revolving Credit Agreement or the total
"Unused Tranche B Revolving Credit Commitments" under the Revolving Credit
Agreement); provided, however, that if any Lender shall be a Defaulting Lender
at such time or any Revolving Credit Agreement Lender shall be a "Defaulting
Lender" under the Revolving Credit Agreement at such time, there shall be
excluded from the determination of Marvel IV Required Lenders at such time (i)
the aggregate principal amount of the Advances owing to such Lender (in its
capacity as Lender) and outstanding at such time, (ii) the aggregate principal
amount of Debt under the Revolving Credit Agreement owing to such Revolving
Credit Agreement Lender and outstanding at such time, (iii) such Lender's Pro
Rata Share (as defined in the Revolving Credit Agreement) of the aggregate
Available Amount of all Letters of Credit issued by such Revolving Credit
Agreement Lender as of such time, (iv) the aggregate unused portion of the
Commitments of such Lender at such time and (v) the aggregate "Unused Tranche A
Revolving Credit Commitment" and "Unused Tranche B Revolving Credit Commitment"
of such Revolving Credit Agreement Lender under the Revolving Credit Agreement
at such time; provided, further, that on and after the Revolving Credit
Agreement Termination Date, the Marvel IV Required Lenders shall be the
Required Lenders hereunder. For purposes of this definition, the aggregate
principal amount of Letter of Credit Advances owing to the Issuing Bank (as
defined in the Revolving Credit Agreement) and the Available Amount of each
Letter of Credit shall be considered to be owed to the Revolving Credit
Agreement Lenders ratably in accordance with their respective Tranche A
Revolving Credit Commitment (as defined in the Revolving Credit Agreement).

         "Marvel Inclusion Period" means the period commencing on the date that
Mafco or any of its Affiliates acquires the New Marvel Shares and terminating
on the later to occur of (x) the Term Credit Agreement Termination Date and (y)
the "Tranche B Termination Date" under the Revolving Credit Agreement.

         "Material Adverse Change" means, with respect to any Person, a
material adverse change in the condition (financial or otherwise), operations,
assets, business or prospects of such Person and its Subsidiaries, taken as a
whole.

         "Material Adverse Effect" means, with respect to any Person, a
material adverse effect upon (a) the condition (financial or otherwise),
operations, assets, business or prospects of such Person and its Subsidiaries,
taken as a whole, or (b) the ability of a Loan Party to perform its obligations
under any Loan Document, or (c) the rights and remedies of the Administrative
Agent, the Collateral Agent or any Lender under any Loan Document.

<PAGE>

                                       23

         "MCG" means Mafco Consolidated Group Inc., a Delaware corporation.

         "MCG Tax Agreement" means the Tax Sharing Agreement dated as of June
15, 1995 among Mafco, MCG and Subsidiaries of MCG party thereto.

         "Multiemployer Plan" of any Person means a multiemployer plan, as
defined in Section 4001(a)(3) of ERISA, which is subject to Title IV of ERISA,
and to which such Person or any of its ERISA Affiliates is making or accruing
an obligation to make contributions, or has within any of the preceding five
plan years made or accrued an obligation to make contributions.

         "Multiple Employer Plan" of any Person means a single employer plan,
as defined in Section 4001(a)(15) of ERISA, which is subject to Title IV of
ERISA, and (a) that is maintained for employees of such Person or any of its
ERISA Affiliates and at least one Person other than such Person and its ERISA
Affiliates or (b) that was so maintained and in respect of which such Person or
any of its ERISA Affiliates could have liability under Section 4064 or 4069 of
ERISA in the event such plan has been or were to be terminated.

         "Net Cash Proceeds" means, with respect to any sale, lease, transfer
or other disposition of any asset or the sale or issuance by any Person of any
Debt or capital stock, any securities convertible into or exchangeable for
capital stock or any warrants, rights or options to acquire capital stock, the
sum of (i) the aggregate amount of cash received from time to time by or on
behalf of such Person in connection with such transaction plus (ii) the
aggregate principal amount of any Debt listed on Schedule VII hereto that is
assumed, directly or indirectly, by any Person (other than Mafco or an
Affiliate of Mafco) in connection with, or as a result of, such transaction,
after deducting therefrom only (a) reasonable and customary brokerage
commissions, underwriting fees and discounts, legal fees and expenses, finder's
fees, accountants' fees and expenses and other similar fees, expenses and
commissions, (b) the amount of taxes payable or estimated in good faith to be
payable within 12 months following the date of the consummation of such
transaction in connection with or as a result of such transaction and (c) the
amount of any Debt that, by the terms of such Debt, is required to be repaid
upon such disposition, in each case to the extent, but only to the extent, that
the amounts so deducted are payable to a Person that is not an Affiliate (other
than such amounts that are payable by the Borrower and its Subsidiaries to an
Affiliate pursuant to a Related Document) and are properly attributable to such
transaction or to the asset that is the subject thereof.

         "Net Equity Value" means for any day of determination for any
Designated Person:

              (i) with respect to Coleman Guarantor, an amount (not less than
         $0) equal to the excess of (A) the product of the number of shares of
         common stock of Coleman

<PAGE>

                                       24

         owned directly or indirectly by Coleman Guarantor times the average
         closing price during the Calculation Period relating to such day of
         determination of such common stock on the New York Stock Exchange over
         (B) the Defeased Debt Amount of Coleman Guarantor;

              (ii) with respect to New World Guarantor, (x) prior to the date
         of the consummation of the New World Acquisition, an amount (not less
         than $0) equal to the excess of (A) the product of the number of
         shares of Class B common stock of New World owned directly or
         indirectly by New World Guarantor times the average closing price of
         the Class A common stock during the Calculation Period relating to
         such day of determination for such Class A Common Stock on either the
         New York Stock Exchange or the Nasdaq National Market System over (B)
         the Defeased Debt Amount of New World Guarantor and (y) on and after
         the date of the consummation of the New World Acquisition, an amount
         (not less than $0) equal to the excess of (1) the product of the
         number of News Corp. Preferred ADRs pledged in favor of the Collateral
         Agent under the Collateral Documents times, the average closing price
         of the News Corp. Preferred ADRs during the Calculation Period
         relating to such day of determination for such News Corp. Preferred
         ADRs on either the New York Stock Exchange or the Nasdaq National
         Market System over (2) the product of (A) the aggregate principal
         amount of Advances outstanding on such day times (B) 1.25;

              (iii) with respect to C&F Guarantor, an amount (not less than $0)
         equal to the product of the number of shares of common stock of MCG
         owned directly or indirectly by C&F Guarantor times the average
         closing price during the Calculation Period relating to such day of
         determination of such common stock on the New York Stock Exchange; and

              (iv) with respect to Revlon Guarantor (on and after the Revlon
         Inclusion Date), an amount (not less than $0) equal to the excess of
         (A) the product of the number of shares of common stock of Revlon
         owned directly or indirectly by Revlon Guarantor times the average
         closing price during the Calculation Period relating to such day of
         determination of such common stock on the New York Stock Exchange over
         (B) the Defeased Debt Amount of Revlon Guarantor.

         "Net Residual Value" means for any day of determination an amount
equal to the aggregate Net Equity Value of the Designated Persons on such day.

         "New Coleman" means New Coleman Holdings Inc., a Kansas corporation.

         "New Coleman Pledge Agreement" means the Amended and Restated
Non-Recourse Guaranty and Pledge Agreement dated as of December 16, 1996 made
by New Coleman and The Bank of New York, in its capacity as voting trustee, to
the Collateral

<PAGE>

                                       25

Agent, as such agreement may be amended or otherwise modified from time to time
in accordance with its terms.

         "New Marvel Shares" means all shares of capital stock of Marvel issued
after the date hereof and received by Andrews or any of its Affiliates.

         "New World" means New World Communications Group Incorporated, a
Delaware corporation.

         "New World Acquisition" means the acquisition by News Corp. of NWCG
Holdings and the shares of Class B common stock of New World held by New World
Guarantor pursuant to the News Corp. Contract and related documents.

         "New World Guarantor" means NWCG (Parent) Holdings Corporation, a
Delaware corporation.

         "New World Guaranty" means the Fourth Amended and Restated New World
Guaranty dated as of December 16, 1996 made by New World Guarantor in favor of
the Lenders, the Revolving Credit Agreement Lenders, the Agents, the Revolving
Agents and the Collateral Agent, as such guaranty may be amended or otherwise
modified from time to time in accordance with its terms.

         "New World Pledge Agreement" means the Second Amended and Restated
Pledge and Assignment Agreement dated as of December 16, 1996 made by New World
Guarantor to the Collateral Agent, as such agreement may be amended or
otherwise modified from time to time in accordance with its terms.

         "Newco" means DROF Holdings Inc., a Delaware corporation.

         "Newco Loan" means the loan by First Gibraltar to Newco in an
aggregate principal amount of $150,000,000 for the sole purpose of purchasing
the FN Holdings Preferred Stock.

         "News Corp." means The News Corporation Limited, a South Australia
corporation.

         "News Corp. Contract" means the Stock Purchase Agreement dated as of
September 24, 1996 among New World Guarantor, News Corp. and Fox Television
Stations, Inc., as such agreement may be amended, modified or supplemented in
accordance with the terms of the Loan Documents.

<PAGE>

                                       26

         "News Corp. Preferred ADRs" means the American Depositary Shares of
News Corp., each of which represents four fully paid and nonassessable
Preferred Limited Voting Ordinary Shares, of A $.50 each of News Corp.,
received by New World Guarantor pursuant to the terms of the News Corp.
Contract.

         "Notes" means the Tranche A Term Notes and the Tranche B Term Notes.

         "Notice of Borrowing" has the meaning specified in Section 2.02(a).

         "NWCG Holdings" means NWCG Holdings Corporation, a Delaware
corporation.

         "Obligation" means, with respect to any Person, any payment,
performance or other obligation of such Person of any kind, including, without
limitation, any liability of such Person on any claim, whether or not the right
of any creditor to payment in respect of such claim is reduced to judgment,
liquidated, unliquidated, fixed, contingent, matured, disputed, undisputed,
legal, equitable, secured or unsecured, and whether or not such claim is
discharged, stayed or otherwise affected by any proceeding referred to in
Section 6.01(e). Without limiting the generality of the foregoing, the
Obligations of the Loan Parties under the Loan Documents include (a) the
obligation to pay principal, interest, charges, expenses, fees, attorneys' fees
and disbursements, indemnities and other amounts payable by any Loan Party
under any Loan Document and (b) the obligation to reimburse any amount in
respect of any of the foregoing that any Lender, in its sole discretion, may
elect to pay or advance on behalf of such Loan Party.

         "Original Credit Agreement" has the meaning given such term in the
Revolving Credit Agreement.

         "Other Taxes" has the meaning specified in Section 2.13(b).

         "Payment Obligations" shall mean all principal, interest, fees,
charges, expenses, attorneys' fees and expenses, indemnities and any other
amounts payable by the Loan Parties under the Loan Documents.

         "PBGC" means the Pension Benefit Guaranty Corporation, or any
successor agency or entity performing substantially the same functions.

         "Person" means an individual, partnership, corporation (including a
business trust), joint stock company, trust, unincorporated association, joint
venture or other entity, or a government or any political subdivision or agency
thereof.

         "Plan" means a Single Employer Plan or a Multiple Employer Plan.

<PAGE>

                                       27

         "Pledge Agreements" means the C&F Pledge Agreement, the Cigar Pledge
Agreement, the Coleman Pledge Agreement, the Coleman Worldwide Pledge
Agreement, the Flavors Pledge Agreement, the Four Star Pledge Agreement, the
Mafco Pledge Agreement, the M&F Pledge Agreement, the New Coleman Pledge
Agreement, the New World Pledge Agreement, the Second Andrews Pledge Agreement
and, on and after the Revlon Inclusion Date, the Revlon Pledge Agreement;
provided, however, that, on and after the date of the sale, monetization or
other disposal by Mafco or any of its Subsidiaries of all of the News Corp.
Preferred ADRs, the New World Pledge Agreement shall no longer be a "Pledge
Agreement".

         "Register" has the meaning specified in Section 8.07(c).

         "Related Documents" means the Coleman Tax Agreements, the FN Tax
Agreement and the MCG Tax Agreement.

         "Required Lenders" means at any time Lenders owed or holding at least
a majority in interest of the sum of the aggregate principal amount of the
Advances outstanding at such time, or, if no such principal amount is
outstanding at such time, Lenders holding at least a majority in interest of
the aggregate of the Commitments (provided that, for purposes hereof, neither
the Borrower, nor any of its Affiliates, if a Lender, shall be included in (x)
the Lenders holding such amount of the Advances or having such amount of the
Commitments or (y) determining the aggregate unpaid principal amount of the
Advances or the total Commitments); provided, however, that if any Lender shall
be a Defaulting Lender at such time, there shall be excluded from the
determination of Required Lenders at such time (i) the aggregate principal
amount of the Advances owing to such Lender (in its capacity as a Lender) and
outstanding at such time and (ii) the aggregate unused portion of the
Commitments of such Lender at such time.

         "Revlon" means Revlon, Inc., a Delaware corporation.

         "Revlon Guarantor" means Revlon Guarantor Corp., a Delaware
corporation.

         "Revlon Guaranty" means the Revlon Guaranty to be made, at the
Borrower's option, by Revlon Guarantor in favor of the Lenders, the Revolving
Credit Agreement Lenders, the Agents, the Revolving Agents and the Collateral
Agent in substantially the form of Exhibit E-8, as such guaranty may be amended
or otherwise modified from time to time in accordance with its terms.

         "Revlon Holdings Statement" shall mean a statement that the sum of the
fair market value of Revlon Worldwide Corporation plus the fair market value of
National Health Care Group, Inc. constitutes at least 95% of the fair market
value of Revlon Holdings Inc.

<PAGE>

                                       28

         "Revlon Inclusion Date" means the date on which the Administrative
Agent and the Revolving Administrative Agent deliver a notice to the Borrower
that the Administrative Agent or the Collateral Agent, as the case may be,
shall have received, in form and substance satisfactory to the Administrative
Agent and in sufficient copies for each Lender (or the requirement that such
document be delivered shall have been duly waived):

              (i) certified copies of the resolutions of the board of directors
         of Revlon Guarantor approving the Revlon Guaranty and the Revlon
         Pledge Agreement, and of all documents evidencing other necessary
         corporate action and governmental approvals, if any, with respect to
         the Revlon Guaranty and the Revlon Pledge Agreement;

              (ii) a certificate of the Secretary or an Assistant Secretary of
         Revlon Guarantor certifying the names and true signatures of the
         officers of Revlon Guarantor authorized to sign the Revlon Guaranty
         and the Revlon Pledge Agreement;

              (iii) a copy of a certificate of the Secretary of State of the
         state of incorporation of each of National Health Care Group Inc.,
         Revlon Guarantor, Revlon Holdings Inc., Revlon Worldwide Corporation
         and Revlon, dated reasonably near the Revlon Inclusion Date, listing
         the charter of such Person and each amendment thereto on file in his
         office and certifying that (A) such amendments are the only amendments
         to such Person's charter on file in his office, (B) such Person has
         paid all franchise taxes to the date of such certificate and (C) such
         Person is duly incorporated or organized and in good standing under
         the laws of such state;

              (iv) (A) a certificate of each of National Health Care Group
         Inc., Revlon Guarantor, Revlon Holdings Inc. and Revlon Worldwide
         Corporation signed on behalf of such Person by its President or a Vice
         President and its Secretary or any Assistant Secretary, dated as of
         the Revlon Inclusion Date (the statements made in such certificate
         shall be true on and as of the Revlon Inclusion Date), certifying as
         to (1) the absence of any amendments to the charter of such Person
         since the date of the Secretary of State's certificate referred to in
         clause (iii) above, (2) the trueness and correctness of the bylaws of
         such Person attached to such certificate, (3) the due incorporation
         and good standing of such Person as a corporation under the laws of
         the relevant state of incorporation, and the absence of any proceeding
         for the dissolution or liquidation of such Person, (4) the truth in
         all material respects of the representations and warranties made by
         such Person contained in the Revlon Guaranty and the Revlon Pledge
         Agreement as though made on and as of the Revlon Inclusion Date and
         (5) the absence of any event occurring and

<PAGE>

                                       29

         continuing, or resulting from the Revlon Inclusion Date, that
         constitutes a Default and (B) a certificate of Revlon Guarantor signed
         on behalf of Revlon Guarantor by its President or a Vice President and
         its Secretary or any Assistant Secretary, dated as of the Revlon
         Inclusion Date (the statements made in such certificate shall be true
         on and as of the Revlon Inclusion Date), certifying as to (1) the
         absence of any amendments to the charter of Revlon since the date of
         the Secretary of State's Certificate referred to in clause (iii)
         above, (2) the trueness and correctness of the bylaws of Revlon
         attached to such certificate and (3) the due incorporation and good
         standing of Revlon as a corporation organized under the laws of the
         State of Delaware, and the absence of any proceeding for the
         dissolution or liquidation of Revlon;

              (v) the Revlon Guaranty in substantially the form of Exhibit E-8,
         duly executed by Revlon Guarantor;

              (vi) the Revlon Pledge Agreement in substantially the form of
         Exhibit F-12, duly executed by Revlon Guarantor, together with (1)
         certificates representing the Pledged Shares referred to in the Revlon
         Pledge Agreement accompanied by undated stock powers executed in
         blank, (2) acknowledgment copies or stamped receipt copies of
         financing statements, duly filed on or before such date under the
         Uniform Commercial Code of all jurisdictions that the Administrative
         Agent may deem necessary or desirable in order to perfect the Liens
         created by the Revlon Pledge Agreement, covering the Collateral
         described in the Revlon Pledge Agreement, and (3) completed requests
         for information, dated on or before such date listing the financing
         statements referred to in clause (2) above and all other effective
         financing statements filed in the jurisdictions referred to in clause
         (2) above that name Revlon Guarantor, as debtor, together with copies
         of such other financing statements;

              (vii) certified copies of (A) a voting trust agreement among
         Revlon Finance Corporation, Revlon Guarantor, the Collateral Agent and
         The Bank of New York, as voting trustee, in substantially the form of
         the voting trust agreements delivered pursuant to Section
         3.01(h)(xiii)(A) and (B) the charter of Revlon Guarantor, the terms
         and conditions of which shall be substantially similar to those
         contained in the charter of Coleman Guarantor;

              (viii) a letter, in form and substance satisfactory to the
         Administrative Agent, from Revlon Guarantor to KPMG Peat Marwick,
         independent certified public accountants, advising such accountants
         that the Administrative Agent and the Lenders have relied upon the
         financial statements of Revlon in determining whether to enter into
         the Loan Documents and have been authorized to exercise all rights of
         Revlon to require such accountants to

<PAGE>

                                       30

         disclose any and all financial statements and any other information of
         any kind that they may have with respect to Revlon and its
         Subsidiaries and directing such accountants to comply with any
         reasonable request of the Administrative Agent or any Lender for such
         information; and

              (ix) favorable opinions of counsel to Mafco reasonably
         satisfactory to the Lenders, in form and substance reasonably
         satisfactory to the Lenders.

         "Revlon Pledge Agreement" means the Pledge Agreement to be made, at
the Borrower's option, by Revlon Guarantor to the Collateral Agent in
substantially the form of Exhibit F-12, as such agreement may be amended or
otherwise modified from time to time in accordance with its terms.

         "Revlon Tax Agreements" shall have the meaning specified in the Revlon
Guaranty.

         "Revolving Agents" has the meaning specified in the Preliminary
Statements.

         "Revolving Administrative Agent" has the meaning specified in the
Preliminary Statements.

         "Revolving Credit Agreement" has the meaning specified in the
Preliminary Statements.

         "Revolving Credit Agreement Lenders" has the meaning specified in the
Preliminary Statement.

         "Revolving Credit Facilities" has the meaning given such term in the
Revolving Credit Agreement.

         "Revolving Credit Agreement Termination Date" means the date on which
the "Payment Obligations" (as defined in the Revolving Credit Agreement) shall
be "Fully Satisfied" (as defined in the Revolving Credit Agreement).

         "Revolving Documentation Agent" has the meaning specified in the
Preliminary Statements.

         "Revolving Syndication Agent" has the meaning specified in the
Preliminary Statements.

         "Second Andrews Pledge Agreement" means the Second Amended and
Restated Non-Recourse Guaranty and Pledge Agreement dated as of December 16,
1996

<PAGE>

                                       31

made by Andrews and The Bank of New York, in its capacity as voting trustee, to
the Collateral Agent, as such agreement may be amended or otherwise modified
from time to time in accordance with its terms.

         "Second Credit Agreement" has the meaning given such term in the
Revolving Credit Agreement.

         "Second Mafco Collateral Account" has the meaning specified in the
Mafco Security Agreement.

         "Second New FN Holdings Debt" means the 10-5/8% Senior Subordinated
Notes due 2003 issued by FN Escrow in an aggregate principal amount equal to
$575,000,000, which will be assumed by FN Holdings upon the merger of FN Escrow
with and into FN Holdings.

         "Second New FN Holdings Debt Document" means the Indenture dated as of
September 19, 1996 between FN Escrow and The Bank of New York, as trustee, in
connection with the Second New FN Holdings Debt and any other agreement or
instrument which governs the terms of the Second New FN Holdings Debt.

         "Security Agreements" means the Borrower Security Agreement, the
Borrower Parent Security Agreement and the Mafco Security Agreement.

         "Single Employer Plan" of any Person means a single employer plan, as
defined in Section 4001(a)(15) of ERISA, which is subject to Title IV of ERISA,
and (a) that is maintained for employees of such Person or any of its ERISA
Affiliates and no Person other than such Person and its ERISA Affiliates or (b)
in respect of which such Person or any of its ERISA Affiliates could have
liability under Section 4069 of ERISA in the event such plan has been or were
to be terminated.

         "Solvent" and "Solvency" mean, with respect to any Person on a
particular date, that on such date (a) the fair value of the property of such
Person is greater than the total amount of liabilities, including, without
limitation, contingent liabilities, of such Person, (b) the present fair
salable value of the assets of such Person is not less than the amount that
will be required to pay the probable liability of such Person on its debts as
they become absolute and matured, (c) such Person does not intend to, and does
not believe that it will, incur debts or liabilities beyond such Person's
ability to pay as such debts and liabilities mature and (d) such Person is not
engaged in business or a transaction, and is not about to engage in business or
a transaction, for which such Person's property would constitute an
unreasonably small capital. The amount of contingent liabilities at any time
shall be computed as the amount that, in the light of all the facts and
circumstances existing at such

<PAGE>

                                       32

time, represents the amount that can reasonably be expected to become an actual
or matured liability.

         "Specified Holding Company Debt" means the 13% Subordinated Debentures
due March 1, 1999 issued by M&F pursuant to the Indenture dated as of March 1,
1984 between M&F and the United States Trust Company of New York and the 10%
Senior Subordinated Debentures due 1999 issued by Andrews pursuant to the
Indenture dated as of June 4, 1990 between Andrews and First Trust of
California, National Association (as successor trustee to Security Pacific
National Trust Company (New York)).

         "Stockholders Agreement" means the Stockholders Agreement dated as of
October 3, 1994, among FN Parent, FN Holdings and Gerald J. Ford, as such
agreement may be amended, modified or otherwise supplemented from time to time
with the consent of the Required Lenders.

         "Subsidiary" of any Person means any corporation, partnership, joint
venture, trust or estate of which (or in which) more than 50% of (a) the Voting
Stock of such corporation, (b) the interest in the capital or profits of such
partnership or joint venture or (c) the beneficial interest in such trust or
estate is at the time directly or indirectly owned or controlled by such
Person, by such Person and one or more of its other Subsidiaries or by one or
more of such Person's other Subsidiaries; provided, however, that for all
purposes of the Loan Documents, Toy Biz, Inc. shall not be a Subsidiary of any
of the Loan Parties.

         "Supermajority Lenders" means at any time Lenders owed or holding at
least 67% of the sum of the aggregate principal amount of the Advances
outstanding at such time or, if no such principal amount is outstanding at such
time, Lenders holding at least a majority in interest of the aggregate of the
Commitments (provided that, for purposes hereof, neither the Borrower nor any
of its Affiliates, if a Lender, shall be included in (x) the Lenders holding
such amount of the Advances or having such amount of the Commitments or (y)
determining the aggregate unpaid principal amount of the Advances or the total
Commitments); provided, however, that if any Lender shall be a Defaulting
Lender at such time, there shall be excluded from the determination of
Supermajority Lenders at such time (i) the aggregate principal amount of the
Advances owing to such Lender (in its capacity as a Lender) and outstanding at
such time and (ii) the aggregate unused portions of the Commitments of such
Lender at such time.

         "Syndication Agent" has the meaning specified in the recital of
parties to this Agreement.

         "Tax Certificate" has the meaning specified in Section 5.01(j)(xiii).

         "Taxes" has the meaning specified in Section 2.12(a).

<PAGE>

                                       33

         "Term Credit Agreement Termination Date" means the date on which the
Payment Obligations have been Fully Satisfied.

         "Term Facilities" means the Tranche A Term Facility and the Tranche B
Term Facility.

         "Third Credit Agreement" has the meaning specified in the Revolving
Credit Agreement.

         "Toy Biz" has the meaning specified in the Preliminary Statements.

         "Tranche A Required Lenders" means at any time Lenders owed or holding
at least a majority in interest of the sum of the aggregate principal amount of
the Tranche A Term Advances outstanding at such time, or, if no such principal
amount is outstanding at such time, Lenders holding at least a majority in
interest of the aggregate of the Tranche A Term Commitments (provided that, for
purposes hereof, neither the Borrower, nor any of its Affiliates, if a Lender,
shall be included in (x) the Lenders holding such amount of the Tranche A Term
Advances or having such amount of the Tranche A Term Commitments or (y)
determining the aggregate unpaid principal amount of the Tranche A Term
Advances or the total Tranche A Term Commitments); provided, however, that if
any Lender shall be a Defaulting Lender at such time, there shall be excluded
from the determination of Tranche A Required Lenders at such time (i) the
aggregate principal amount of the Tranche A Term Advances owing to such Lender
(in its capacity as a Lender) and outstanding at such time and (ii) the
aggregate unused portion of the Tranche A Term Commitments of such Lender at
such time.

         "Tranche A Term Advance" has the meaning specified in Section 2.01(a).

         "Tranche A Term Borrowing" means a borrowing consisting of
simultaneous Tranche A Term Advances of the same Type made by the Lenders.

         "Tranche A Term Commitment" means, with respect to any Lender at any
time, the amount set forth opposite such Lender's name on Schedule I hereto
under the caption "Tranche A Term Commitment" or, if such Lender has entered
into one or more Assignments and Acceptances, set forth for such Lender in the
Register maintained by the Administrative Agent pursuant to Section 8.07(c) as
such Lender's "Tranche A Term Commitment", as such amount may be reduced at or
prior to such time pursuant to Section 2.04.

         "Tranche A Term Facility" means, at any time, the aggregate amount of
the Lenders' Tranche A Term Commitments at such time.

<PAGE>

                                       34

         "Tranche A Term Note" means a promissory note of the Borrower payable
to the order of any Lender, in substantially the form of Exhibit A-1 hereto,
evidencing the aggregate indebtedness of the Borrower to such Lender resulting
from the Tranche A Term Advances made by such Lender.

         "Tranche A Termination Date" means the earliest of (a) June 30, 1997,
(b) the date of the termination (and abandonment) of the News Corp. Contract,
(c) the date of the sale, monetization or other disposal by Mafco or any of its
Subsidiaries of all of the News Corp. Preferred ADRs or (d) the date of
termination in whole of the Tranche A Term Commitments pursuant to Section 2.04
or 6.01.

         "Tranche B Required Lenders" means at any time Lenders owed or holding
at least a majority in interest of the sum of the aggregate principal amount of
the Tranche B Term Advances outstanding at such time, or, if no such principal
amount is outstanding at such time, Lenders holding at least a majority in
interest of the aggregate of the Tranche B Term Commitments (provided that, for
purposes hereof, neither the Borrower, nor any of its Affiliates, if a Lender,
shall be included in (x) the Lenders holding such amount of the Tranche B Term
Advances or having such amount of the Tranche B Term Commitments or (y)
determining the aggregate unpaid principal amount of the Tranche B Term
Advances or the total Tranche B Term Commitments); provided, however, that if
any Lender shall be a Defaulting Lender at such time, there shall be excluded
from the determination of Tranche B Required Lenders at such time (i) the
aggregate principal amount of the Tranche B Term Advances owing to such Lender
(in its capacity as a Lender) and outstanding at such time and (ii) the
aggregate unused portion of the Tranche B Term Commitments of such Lender at
such time.

         "Tranche B Term Advance" has the meaning specified in Section 2.01(b).

         "Tranche B Term Borrowing" means a borrowing consisting of
simultaneous Tranche B Term Advances of the same Type made by the Lenders.

         "Tranche B Term Commitment" means, with respect to any Lender at any
time, the amount set forth opposite such Lender's name on Schedule I hereto
under the caption "Tranche B Term Commitment" or, if such Lender has entered
into one or more Assignments and Acceptances, set forth for such Lender in the
Register maintained by the Administrative Agent pursuant to Section 8.07(c) as
such Lender's "Tranche B Term Commitment", as such amount may be reduced at or
prior to such time pursuant to Section 2.04.

         "Tranche B Term Facility" means, at any time, the aggregate amount of
the Lenders' Tranche B Term Commitments at such time.

<PAGE>

                                       35

         "Tranche B Term Note" means a promissory note of the Borrower payable
to the order of any Lender, in substantially the form of Exhibit A-2 hereto,
evidencing the aggregate indebtedness of the Borrower to such Lender resulting
from the Tranche B Term Advances made by such Lender.

         "Tranche B Termination Date" means the earliest of (a) June 30, 1997,
(b) the date of the termination (and abandonment) of the News Corp. Contract,
(c) the date of the sale, monetization or other disposal by Mafco or any of its
Subsidiaries of all of the News Corp. Preferred ADRs or (d) the date of
termination in whole of the Tranche B Term Commitments pursuant to Section 2.04
or 6.01.

         "Treasury Regulations" means the temporary and final regulations
promulgated under the Internal Revenue Code of 1986, as amended from time to
time.

         "Type" refers to the distinction between Advances bearing interest at
the Base Rate and Advances bearing interest at the Eurodollar Rate.

         "Unfunded Pension Liabilities" with respect to any Plan means the
excess, if any, of its accumulated benefit obligation ("ABO"), as determined in
accordance with Statement of Financial Accounting Standards No. 87 or any
successor thereto ("FAS 87") over the fair market value of its assets (as of
such date) (provided that in determining the ABO for this purpose, the
interest, mortality and other relevant actuarial assumptions used to fund such
Plan as of its most recent actuarial valuation) shall be used instead of the
interest, mortality and other relevant actuarial assumptions that would
otherwise be prescribed by FAS 87.

         "Voting Stock" means capital stock issued by a corporation, or
equivalent interests in any other Person, the holders of which are ordinarily,
in the absence of contingencies, entitled to vote for the election of directors
(or persons performing similar functions) of such Person, even though the right
so to vote has been suspended by the happening of such a contingency.

         "Welfare Plan" means a welfare plan, as defined in Section 3(1) of
ERISA.

         "Withdrawal Liability" has the meaning specified in Part I of Subtitle
E of Part IV of ERISA.

         SECTION 1.02. Computation of Time Periods. In this Agreement in the
computation of periods of time from a specified date to a later specified date,
the word "from" means "from and including" and the words "to" and "until" each
means "to but excluding".

<PAGE>

                                       36

         SECTION 1.03. Accounting Terms. All accounting terms not specifically
defined herein shall be construed in accordance with GAAP.


                                   ARTICLE II

                       AMOUNTS AND TERMS OF THE ADVANCES

         SECTION 2.01. The Advances. (a) The Tranche A Term Advances. Each
Lender severally agrees, on the terms and conditions hereinafter set forth, to
make a single advance (a "Tranche A Term Advance") to the Borrower on any
Business Day during the period from the date hereof until the Tranche A
Termination Date in an amount not to exceed such Lender's Tranche A Term
Commitment at such time. The Tranche A Term Borrowing shall consist of Tranche
A Term Advances made simultaneously by the Lenders ratably according to their
Tranche A Term Commitments. Amounts borrowed under this Section 2.01(a) and
repaid or prepaid may not be reborrowed.

         (b) The Tranche B Term Advances. Each Lender severally agrees, on the
terms and conditions hereinafter set forth, to make advances (each a "Tranche B
Term Advance") to the Borrower from time to time on any Business Day during the
period from the date hereof until the Tranche B Termination Date in an
aggregate amount not to exceed at any time outstanding such Lender's Tranche B
Term Commitment on such Business Day. Each Tranche B Term Borrowing shall be in
an aggregate amount not less than $5,000,000 or an integral multiple of
$1,000,000 in excess thereof and shall consist of Tranche B Term Advances made
on the same day by the Lenders ratably according to their Tranche B Term
Commitments. Amounts borrowed under this Section 2.01(b) and repaid or prepaid
may not be reborrowed.

         SECTION 2.02. Making the Advances. (a) Except as otherwise provided in
Section 2.15, each Borrowing shall be made on notice given not later than 11:00
A.M. (New York City time) on the first Business Day prior to the date of a
proposed Borrowing consisting of Base Rate Advances or the third Business Day
prior to the date of a proposed Borrowing consisting of Eurodollar Rate
Advances, by the Borrower to the Administrative Agent, which shall give to each
Lender prompt notice thereof by telecopier, telex or cable. Each such notice of
a Borrowing (a "Notice of Borrowing") shall be by telecopier, telex or cable,
and, with respect to a Notice of Borrowing by telex or cable, confirmed
immediately thereafter in writing, in substantially the form of Exhibit C
hereto, specifying therein the requested (i) date of such Borrowing, (ii)
Facility under which such Borrowing is to be made, (iii) Type of Advances
comprising such Borrowing, (iv) aggregate amount of such Borrowing and (v)
Interest Period for each Eurodollar Rate Advance included in such Borrowing. In
the case of a proposed Borrowing comprised of Eurodollar Rate Advances, the
Administrative Agent shall promptly notify the Borrower and each Lender of the

<PAGE>

                                       37

applicable interest rate under Section 2.06(a)(ii). Each Lender shall, before
12:00 noon (New York City time) on the date of such Borrowing, make available
for the account of its Applicable Lending Office to the Administrative Agent at
the Administrative Agent's Account, in same day funds, such Lender's ratable
portion of such Borrowing. After the Administrative Agent's receipt of such
funds and upon fulfillment of the applicable conditions set forth in Article
III, the Administrative Agent will make such funds available by crediting the
Borrower's Account.

         (b) Each Notice of Borrowing shall be irrevocable and binding on the
Borrower. In the case of any Borrowing that the related Notice of Borrowing
specifies is to be comprised of Eurodollar Rate Advances, the Borrower shall
indemnify each Lender against any loss, cost or expense incurred by such Lender
as a result of any failure to fulfill on or before the date specified in such
Notice of Borrowing for such Borrowing the applicable conditions set forth in
Article III, including, without limitation, any loss, cost or expense incurred
by reason of the liquidation or reemployment of deposits or other funds
acquired by such Lender to fund the Advance to be made by such Lender as part
of such Borrowing when such Advance, as a result of such failure, is not made
on such date.

         (c) Unless the Administrative Agent shall have received notice from a
Lender prior to the date of any Borrowing that such Lender will not make
available to the Administrative Agent such Lender's ratable portion of such
Borrowing, the Administrative Agent may assume, or at its option request
confirmation from such Lender, that such Lender has made such portion available
to the Administrative Agent on the date of such Borrowing in accordance with
subsection (a) of this Section 2.02 and the Administrative Agent may, in
reliance upon such assumption or confirmation (as the case may be), make
available to the Borrower on such date a corresponding amount. If and to the
extent that such Lender shall not have so made such ratable portion available
to the Administrative Agent, such Lender and the Borrower severally agree to
repay to the Administrative Agent forthwith on demand such corresponding amount
together with interest thereon, for each day from the date such amount is made
available to the Borrower until the date such amount is repaid to the
Administrative Agent, at (i) in the case of the Borrower, the interest rate
applicable at such time under Section 2.06 to Advances comprising such
Borrowing and (ii) in the case of such Lender, the cost (expressed as a rate
per annum) to the Administrative Agent of funding such Lender's ratable
portion; provided, however, that, upon the request of such Lender, the
Administrative Agent shall provide such Lender with a certificate as to the
calculation of such amount. If such Lender shall repay to the Administrative
Agent such corresponding amount, such amount so repaid shall constitute such
Lender's Advance as part of such Borrowing for purposes of this Agreement.

         (d) The failure of any Lender to make the Advance to be made by it as
part of any Borrowing shall not relieve any other Lender of its obligation, if
any, hereunder to make its Advance on the date of such Borrowing, but no Lender
shall be responsible for

<PAGE>

                                       38

the failure of any other Lender to make the Advance to be made by such other
Lender on the date of any Borrowing.

         (e) The Borrower may not request a Borrowing comprised of Eurodollar
Rate Advances or, pursuant to Section 2.10, Convert Base Rate Advances into
Eurodollar Rate Advances or select a new Interest Period for existing
Eurodollar Rate Advances if, after the making or Conversion of such Advances or
the selection of such Interest Period, the number of outstanding Borrowings
comprised of Eurodollar Rate Advances having different Interest Periods
(whether of different duration or commencing on different dates) would exceed
6.

         SECTION 2.03. Repayment. (a) Tranche A Term Advances. The Borrower
shall repay to the Administrative Agent for the ratable account of the Lenders
on the Tranche A Termination Date the aggregate principal amount of the Tranche
A Term Advances then outstanding.

         (b) Tranche B Term Advances. The Borrower shall repay to the
Administrative Agent for the ratable account of the Lenders on the Tranche B
Termination Date the aggregate principal amount of the Tranche B Term Advances
then outstanding.

         SECTION 2.04. Optional Termination or Reduction of the Commitments.
The Borrower shall have the right, upon at least three Business Days' prior
notice to the Administrative Agent, to terminate in whole or reduce ratably in
part the unused portions of the Tranche A Term Commitments and the Tranche B
Term Commitments; provided that each partial reduction of a Facility (i) shall
be in an aggregate amount of $10,000,000 or an integral multiple of $1,000,000
in excess thereof and (ii) shall be made ratably among the Lenders in
accordance with their Commitments with respect to such Facility.

         SECTION 2.05. Prepayments. (a) Optional. The Borrower may, upon at
least one Business Day's notice to the Administrative Agent, in the case of
Base Rate Advances, and three Business Days' notice to the Administrative
Agent, in the case of Eurodollar Rate Advances, stating the proposed date, and
the aggregate principal amount of the prepayment, and if such notice is given,
the Borrower shall, prepay the outstanding principal amounts of the Advances
comprising part of the same Borrowing in whole or ratably in part, together
with accrued interest to the date of such prepayment on the principal amount so
prepaid; provided, however, that, with respect to any prepayment made in
connection with the provisions of Section 7(o) of the Mafco Guaranty, no such
notice shall be required; provided further that (x) each partial prepayment
(other than a prepayment made in connection with the provisions of Section 7(o)
of the Mafco Guaranty) shall be in an aggregate principal amount not less than
$10,000,000 or an integral multiple of $1,000,000 in excess thereof (or, if the
aggregate principal amount of all Advances that constitute part of such
Borrowing is less, such aggregate principal amount) and (y) in the event any
such

<PAGE>

                                       39

prepayment of Eurodollar Rate Advances is not made on the last day of an
Interest Period, the Borrower shall be obligated to reimburse the Lenders in
respect thereof pursuant to Section 8.04(b).

         (b) Mandatory. (i) The Borrower shall, on any date (A) on which a cash
equity contribution is deposited in the Borrower Collateral Account as a result
of a loan made by First Gibraltar to the Borrower Parent pursuant to the terms
of the First Gibraltar Loan Agreement or on which a deposit of amounts paid
under or in connection with any Related Documents is made to the Mafco
Collateral Account or on which a deposit of amounts constituting Net Cash
Proceeds from an Asset Sale is made to the Mafco Collateral Account and (B)
either (I) a Default has occurred and is continuing, (II) the Borrower fails to
deliver a Look-Forward Certificate or a Deposit Certificate with respect to
such deposit in accordance with the terms of Section 5.01(k) or (III) the
Marvel IV Required Lenders determine, in their reasonable discretion, within 15
Business Days following the date of the receipt of the Look-Forward Certificate
or within 2 Business Days following the date of the receipt of Deposit
Certificate, as the case may be, referred to in clause (B)(II), that the pro
forma amounts available to be loaned by First Gibraltar to Borrower Parent,
together with amounts received by Mafco pursuant to or in connection with any
Related Document, will be less than $8 million in any calendar quarter or will
not be sufficient to pay interest on the Debt then outstanding under the
Revolving Credit Agreement, prepay an aggregate principal amount of the
Advances comprising part of the same Borrowings equal to an amount equal to the
excess of (x) the amount of such cash equity contribution or the amount on
deposit in the Mafco Collateral Account, as the case may be, plus any interest
on Collateral Investments made with such contribution or deposit over (y) the
sum of (1) the amount of interest and fees then due and payable in respect of
the Facilities plus (2) the amount of expenses of the Administrative Agent
(including the reasonable fees and expenses of counsel to the Administrative
Agent) then due and payable plus (3) the aggregate amount paid (including the
aggregate amount of interest, fees and expenses then due and payable in respect
of the Revolving Credit Facilities) from such cash equity contribution or such
amount on deposit in the Mafco Collateral Account, as the case may be, or from
any interest on Collateral Investments made with such contribution or deposit
pursuant to the terms of Section 2.05(b)(i) and/or Section 2.06(b)(i) or (ii)
of the Revolving Credit Agreement. Each such prepayment of the Facilities shall
be applied ratably first to the Tranche B Term Facility and second to the
Tranche A Term Facility. Each such prepayment of a Facility shall be made
ratably among the Lenders in accordance with their Commitments with respect to
such Facility.

              (ii) The Borrower shall:

              (A) on the date of receipt by any A Company of the Net Cash
         Proceeds of issuances, sales or liquidations of any capital stock
         (including any securities convertible into or exchangeable for capital
         stock or any warrants, rights or options to

<PAGE>

                                       40

         acquire capital stock) of any A Company (other than (x) any Net Cash
         Proceeds in respect of any Asset Sale and (y) the preferred stock to
         be issued by FN Holdings in exchange for the preferred stock of FN
         Escrow upon consummation of the merger of FN Escrow with and into FN
         Holdings which preferred stock will be redeemed in full concurrently
         with or immediately after the consummation of such merger),

              (B) on the date of receipt by any A Company of any dividends,
         other distributions or any loans or advances made in respect of the
         capital stock of any other A Company (other than FN Holdings and FN
         Parent) (provided that this clause (B) shall not apply to the receipt
         by any A Company of any dividends, other distributions or any loans or
         advances made in respect of all or any portion of the proceeds
         received by Mafco or any of its Subsidiaries from any Asset Sale or
         any sale, lease, transfer or other disposition specified in clauses
         (i) through (v) of the definition of "Asset Sale".

              (C) on the date of receipt by any A Company of the proceeds of
         distributions, dividends or any loans or advances made on account of
         or as a result of the issuance, sale or liquidation of any capital
         stock (including any securities convertible into or exchangeable for
         capital stock or any warrants, rights or options to acquire capital
         stock but excluding any Asset Sale) of, or the sale, issuance or
         incurrence of any Debt by, any Designated Operating Company, and

              (D) on the date of receipt by any A Company of the Net Cash
         Proceeds from the sale, issuance or incurrence by any A Company of any
         Debt (other than any sale, issuance or incurrence by Revlon Holdings
         Inc. of any Debt to any of its Subsidiaries),

prepay an aggregate principal amount of the Advances comprising part of the
same Borrowings equal to an amount equal to the excess of (x) the amount so
received (except, in each case, to the extent (1) required pursuant to the
terms of any agreement or instruments relating to Debt existing on the date
hereof or otherwise approved by the Marvel IV Required Lenders of any A Company
or Designated Operating Company to prepay or redeem or purchase such Debt or
(2) prohibited to be so applied by the terms of any agreement or instrument
relating to Debt existing on the date hereof or otherwise approved by the
Marvel IV Required Lenders of any A Company or Designated Operating Company)
over (y) the sum of (1) the amount of interest and fees then due and payable in
respect of the Facilities plus (2) the amount of expenses of the Administrative
Agent (including the reasonable fees and expenses of counsel to the
Administrative Agent) then due and payable plus (3) the aggregate amount paid
(including the aggregate amount of interest, fees and expenses then due and
payable in respect of the "Facilities" under the Revolving Credit Agreement)
from the amounts so received pursuant to the terms of Section 2.05(b)(ii)
and/or 2.06(b)(i) or (ii) of the Revolving Credit Agreement. Each such
prepayment of a Facility shall be applied

<PAGE>

                                       41

ratably first to the Tranche B Term Facility and second to the Tranche A Term
Facility. Each such prepayment of a Facility shall be made ratably among the
Lenders in accordance with their Commitments with respect to such Facility.

         (iii) The Borrower shall, on the date of receipt by Mafco or any of
its Subsidiaries (other than the Bank and its Subsidiaries) of the Net Cash
Proceeds from the sale, transfer or other disposition of (x) all or any portion
of the capital stock of the Bank (other than any issuance of capital stock by
the Bank or any Subsidiary of the Bank) or (y) any asset of the Bank, prepay an
aggregate principal amount of the Advances comprising part of the same
Borrowings equal to an amount equal to the excess of (A) such Net Cash Proceeds
(other than the portion of such Net Cash Proceeds required to be paid to the
holders of the Class B common stock of FN Holdings and the holders of the FN
Holdings Preferred Stock) over (B) the sum of (1) the amount of interest and
fees then due and payable in respect of the Facilities plus (2) the amount of
expenses of the Administrative Agent (including the reasonable fees and
expenses of counsel to the Administrative Agent) then due and payable plus (3)
the aggregate amount paid (including the aggregate amount of interest, fees and
expenses then due and payable in respect of the "Facilities" under the
Revolving Credit Agreement) from such Net Cash Proceeds pursuant to the terms
of Section 2.05(b)(iii) and/or 2.06(b)(i) or (ii) of the Revolving Credit
Agreement. Each such prepayment of the Facilities shall be applied ratably
first to the Tranche B Term Facility and second to the Tranche A Term Facility.
Each such prepayment of a Facility shall be made ratably among the Lenders in
accordance with their Commitments with respect to such Facility.

         (iv) The Borrower shall, on the date of receipt by Mafco or any of its
Subsidiaries, on or prior to the later of the Term Credit Agreement Termination
Date and the "Tranche B Termination Date" under the Revolving Credit Agreement,
of the Net Cash Proceeds from any Asset Sale (other than the sale, disposal or
other monetization of the News Corp. Preferred ADRs or the New Marvel Shares),
prepay an aggregate principal amount of the Advances comprising part of the
same Borrowings in an amount equal to the excess of (A) such Net Cash Proceeds
over (B) the sum of (1) the amount of interest and fees then due and payable in
respect of the Facilities plus (2) the amount of expenses of the Administrative
Agent (including the reasonable fees and expenses of counsel to the
Administrative Agent) then due and payable plus (3) the aggregate amount paid
(including the aggregate amount of interest, fees and expenses then due and
payable in respect of the "Facilities" under the Revolving Credit Agreement)
from such Net Cash Proceeds pursuant to the terms of Section 2.05(b)(iv) and/or
2.06(b)(ii) or (iii) of the Revolving Credit Agreement. Each such prepayment of
the Facilities shall be applied ratably first to the Tranche A Term Facility
and second to the Tranche B Facility; provided, however, that if the initial
Borrowing under each of the Tranche A Term Facility and the Tranche B Term
Facility occurs on the same date, such prepayment shall be applied ratably to
the Facilities. Each

<PAGE>

                                       42

such prepayment of a Facility shall be applied ratably among the Lenders in
accordance with their Commitments with respect to such Facility.

         (v) The Borrower shall, on the date of receipt by Mafco or any of its
Subsidiaries, on or prior to the later to occur of the Term Credit Agreement
Termination Date and the "Tranche B Termination Date" under the Revolving
Credit Agreement, of the Net Cash Proceeds from the sale, disposal or other
monetization of the News Corp. Preferred ADRs or the New Marvel Shares, prepay
an aggregate principal amount of the Advances comprising part of the same
Borrowings in an amount equal to the excess of (x) such Net Cash Proceeds over
(y) the sum of (1) the amount of interest and fees then due and payable in
respect of the Facilities plus (2) the amount of expenses of the Administrative
Agent (including the reasonable fees and expenses of counsel to the
Administrative Agent) then due and payable. Each such prepayment of the
Facility shall be applied ratably first to the Tranche A Term Facility and
second to the Tranche B Term Facility; provided, however, that if the initial
Borrowing under each of the Tranche A Term Facility and the Tranche B Term
Facility occurs on the same date, such prepayment shall be applied ratably to
the Facilities. Each such prepayment of the Facilities shall be applied ratably
among the Lenders in accordance with their Commitments with respect to such
Facility. Any Net Cash Proceeds remaining after the foregoing application shall
be applied as set forth in Section 2.05(b)(v) of the Revolving Credit
Agreement.

         (vi) The Borrower shall, on each date that an "Event of Default" set
forth in Section 6.01(a) of the Revolving Credit Agreement shall have occurred
and be continuing, prepay an aggregate principal amount of the Advances
comprising part of the same Borrowings equal to an amount equal to the excess
of (x) the amount on deposit in the Second Mafco Collateral Account over (y)
the sum of (1) the amount of interest and fees then due and payable in respect
of the Facilities plus (2) the amount of expenses of the Administrative Agent
(including the reasonable fees and expenses of counsel to the Administrative
Agent) then due and payable plus (3) the aggregate amount paid (including the
aggregate amount of interest, fees and expenses then due and payable in respect
of the "Facilities" under the Revolving Credit Agreement) from such amount on
deposit pursuant to the terms of Section 2.05(b)(vii) and/or 2.06(b)(i) or (ii)
of the Revolving Credit Agreement. Each such prepayment of the Facilities shall
be applied ratably first to the Tranche B Term Facility and second to the
Tranche A Term Facility. Each such prepayment of a Facility shall be made
ratably among the Lenders in accordance with their Commitments with respect to
such Facility. If an "Event of Default" set forth in Section 6.01(a) of the
Revolving Credit Agreement shall occur and be continuing at the same time as an
Event of Default set forth in Section 6.01(a) shall occur and be continuing,
such amount shall be applied pro rata to the Facilities and the "Facilities"
under the Revolving Credit Agreement and such pro rata amount shall be applied
to the Facilities as set forth in this Section 2.05(b)(vi).

<PAGE>

                                       43

         (vii) The Borrower shall, on each date that an Event of Default set
forth in Section 6.01(a) shall have occurred and be continuing, prepay an
aggregate principal amount of the Advances comprising part of the same
Borrowings equal to an amount equal to the excess of (x) the amount on deposit
in the Second Mafco Collateral Account over (y) the sum of (1) the amount of
interest then due and payable in respect of the Facilities plus (2) the amount
of expenses of the Administrative Agent (including the reasonable fees and
expenses of counsel to the Administrative Agent) then due and payable. Each
such prepayment of the Facilities shall be applied ratably first to the Tranche
B Term Facility and second to the Tranche A Term Facility. Each such prepayment
of a Facility shall be made ratably among the Lenders in accordance with their
Commitments with respect to such Facility. Any amounts remaining on deposit in
the Second Mafco Account after the foregoing application shall be applied as
set forth in Section 2.05(b)(viii) of the Revolving Credit Agreement. If an
Event of Default set forth in Section 6.01(a) shall occur and be continuing at
the same time as an "Event of Default" set forth in Section 6.01(a) of the
Revolving Credit Agreement shall occur and be continuing, such amount (less the
sum of (1) the amount of interest then due and payable in respect of the
"Facilities" under the Revolving Credit Agreement plus (2) the amount of
expenses of the "Administrative Agent" under the Revolving Credit Agreement
(including the reasonable fees and expenses of counsel to such Administrative
Agent) then due and payable) shall be applied pro rata to the Facilities and to
the "Facilities" under the Revolving Credit Agreement and such pro rata amount
shall be applied to the Facilities as set forth in this Section 2.05(b)(vii).

         (viii) If, as a result of the making of any prepayment required to be
made pursuant to this Section 2.05, the Borrower would incur costs pursuant to
Section 8.04(b), the Borrower may deposit the amount of such prepayment with
the Administrative Agent, for the benefit of the Lenders, in a cash collateral
account, until the end of the applicable Interest Period at which time such
payment shall be made. The Borrower hereby grants to the Administrative Agent,
for the benefit of the Lenders, a security interest in all amounts in which the
Borrower has any right, title or interest which are from time to time on
deposit in such cash collateral account and expressly waives all rights (which
rights the Borrower hereby acknowledges and agrees are vested exclusively in
the Administrative Agent) to exercise dominion or control over any such
amounts.

         SECTION 2.06. Interest. (a) Ordinary Interest. The Borrower shall pay
interest on the unpaid principal amount of each Advance owing to each Lender
from the date of such Advance until such principal amount shall be paid in
full, at the following rates per annum:

              (i) Base Rate Advances. During such periods as such Advance is a
         Base Rate Advance, a rate per annum equal at all times to the sum of
         the Base Rate in effect from time to time plus the Applicable Margin
         in effect from time to time, payable in arrears quarterly on the first
         Business Day of each March, June,

<PAGE>

                                       44

         September and December during such periods, commencing March 3, 1997,
         and on the date such Base Rate Advance shall be Converted or paid in
         full.

              (ii) Eurodollar Rate Advances. During such periods as such
         Advance is a Eurodollar Advance, a rate per annum equal at all times
         during each Interest Period for such Advance to the sum of the
         Eurodollar Rate for such Interest Period plus the Applicable Margin in
         effect from time to time, payable in arrears on the last day of such
         Interest Period and, if such Interest Period has a duration of more
         than three months, on each day that occurs during such Interest Period
         every three months from the first day of such Interest Period.

         (b) Default Interest. The Borrower shall pay on demand interest on the
unpaid principal amount of each Advance that is not paid when due and on the
unpaid amount of all interest, fees and other amounts then due and payable
hereunder that is not paid when due from the due date thereof to the date paid,
at a rate per annum equal at such time to (i) in the case of any amount of
principal, 2% per annum above the rate of interest per annum required to be
paid on such Advance immediately prior to the date on which such amount became
due and payable and (ii) in the case of all other amounts, 2% per annum above
the rate per annum required to be paid on Base Rate Advances pursuant to
Section 2.06(a)(i) above.

         SECTION 2.07. Interest Rate Determination. (a) The Administrative
Agent shall give prompt notice to the Borrower and each Lender of the
applicable interest rate determined by the Administrative Agent for purposes of
Section 2.06(a)(i) or (ii), and the applicable rate, if any, furnished by
Citibank for the purpose of determining the applicable interest rate under
Section 2.06(a)(i) or (ii).

         (b) If Citibank cannot furnish timely information to the
Administrative Agent for determining the Eurodollar Rate, the Administrative
Agent shall forthwith notify the Borrower and each Lender that the interest
rate cannot be determined for such Eurodollar Rate Advances, whereupon (i) each
such Eurodollar Rate Advance will automatically, on the last day of the then
existing Interest Period therefor, Convert into a Base Rate Advance and (ii)
the obligation of the Lenders to make, or to Convert Advances into, Eurodollar
Rate Advances shall be suspended until the Administrative Agent shall notify
the Borrower that Citibank has determined that the circumstances causing such
suspension no longer exist.

         (c) If the Required Lenders notify the Administrative Agent that the
Eurodollar Rate for any Interest Period for such Eurodollar Rate Advances will
not adequately reflect the cost to such Required Lenders of making, funding or
maintaining their pro rata shares of such Eurodollar Rate Advances for such
Interest Period, the Administrative Agent shall forthwith so notify the
Borrower and the Lenders, whereupon (i) each such Eurodollar Rate Advance will
automatically, on the last day of the then existing Interest

<PAGE>

                                       45

Period therefor, Convert into a Base Rate Advance and (ii) the obligation of
the Lenders to make, or to Convert Advances into, Eurodollar Rate Advances
shall be suspended until the Administrative Agent shall notify the Borrower
that such Required Lenders have determined that the circumstances causing such
suspension no longer exist.

         (d) If the Borrower shall fail to select the duration of any Interest
Period for any Eurodollar Rate Advances in accordance with the provisions
contained in the definition of "Interest Period" in Section 1.01, the
Administrative Agent will forthwith notify the Borrower and the Lenders and the
Interest Period for such Eurodollar Rate Advances will be one month.

         SECTION 2.08. Fees. (a) Commitment Fee. The Borrower agrees to pay to
the Administrative Agent for the account of the Lenders a commitment fee on the
average daily unused Tranche A Term Commitment of such Lender, from the date
hereof, in the case of each Financial Institution, and from the effective date
specified in the Assignment and Acceptance pursuant to which it became a
Lender, in the case of each other Lender, until the Tranche A Termination Date
at a rate equal to 1/2 of 1% per annum, payable in arrears on the date of the
Tranche A Term Borrowing, thereafter quarterly on the first Business Day of
each March, June, September and December commencing March 3, 1997 and on the
Tranche A Termination Date. The Borrower further agrees to pay to the
Administrative Agent for the account of the Lenders a commitment fee on the
average daily unused Tranche B Term Commitment of such Lender, from the date
hereof, in the case of each Financial Institution, and from the effective date
specified in the Assignment and Acceptance pursuant to which it became a
Lender, in the case of each other Lender, until the Tranche B Termination Date
at a rate equal to 1/2 of 1% per annum, payable in arrears on the date of the
initial Tranche B Term Borrowing, thereafter quarterly on the first Business
Day of each March, June, September and December commencing March 3, 1997 and on
the Tranche B Termination Date.

         (b) Other Fees. The Borrower shall pay to the Administrative Agent for
its own account such fees as are set forth in the fee letter dated December 16,
1996 between Mafco and Citibank, as the same may be amended or otherwise
modified from time to time.

         SECTION 2.09. Increased Costs; Illegality. (a) Except as to taxes,
levies, imposts, deductions, charges, withholdings or liabilities with respect
thereto (it being understood that the Borrower shall not have any liability for
any taxes, levies, imposts, deductions, charges, withholdings or liabilities
with respect thereto, except as provided in Section 2.12), if, due to either
(i) the introduction of or any change (other than any change by way of
imposition or increase of reserve requirements included in the Eurodollar Rate
Reserve Percentage) in or in the interpretation of any law or regulation or
(ii) the compliance by any Lender with any guideline or request from any
central bank or other governmental authority in any case introduced, changed,
interpreted or requested after the date hereof

<PAGE>

                                       46

(whether or not having the force of law), there shall be (x) imposed, modified
or deemed applicable any reserve, special deposit or similar requirement
against assets held by, or letters of credit or guarantees issued by, or
deposits in or for the account of, any Lender or (y) imposed on any Lender any
other condition relating to this Agreement or the Advances made by it, and the
result of any event referred to in clause (x) or (y) shall be to increase the
cost to such Lender of agreeing to make or making, funding or maintaining
Eurodollar Rate Advances, then the Borrower shall from time to time, upon
demand by such Lender (with a copy of such demand to the Administrative Agent)
made within 60 days after the first date on which such Lender has actual
knowledge that it is entitled to make demand for payment under this Section
2.09(a), pay to the Administrative Agent for the account of such Lender
additional amounts sufficient to compensate such Lender for such increased
cost; provided, however, that if such Lender fails to so notify the Borrower
within such 60-day period, such increased cost shall commence accruing on such
later date on which the Lender notifies the Borrower; provided further that,
before making any such demand, such Lender agrees to use its best efforts
(consistent with its internal policy and legal and regulatory restrictions) to
designate a different Applicable Lending Office if the making of such a
designation would avoid the need for, or reduce the amount of, such increased
cost and would not, in the reasonable judgment of such Lender, be otherwise
disadvantageous to such Lender. A certificate as to the amount of such
increased cost, submitted to the Borrower and the Administrative Agent by such
Lender, shall be conclusive and binding for all purposes, absent manifest
error.

         (b) If any Lender determines that compliance with any law or
regulation or any guideline or request from any central bank or other
governmental or monetary authority in regard to capital adequacy (whether or
not having the force of law) including, without limitation, any guideline
contemplated by the report dated July 1988 entitled "International Convergence
of Capital Management and Capital Standards" issued by the Bank Committee on
Banking Regulations and Supervisory Practices, in any case in which such law,
regulation, guideline or request became effective or was made after the date
hereof, has or would have the effect of reducing the rate of return on the
capital of, or maintained by, such Lender or any corporation controlling such
Lender as a consequence of such Lender's Advances or Commitments hereunder and
other commitments of this type, by increasing the amount of capital required or
expected to be maintained by such Lender or any corporation controlling such
Lender, to a level below that which such Lender or any corporation controlling
such Lender could have achieved but for such adoption, effectiveness, change or
compliance (taking into account such Lender's or such corporation's policies
with respect to capital adequacy), then the Borrower shall, from time to time,
pay such Lender, upon demand by such Lender (with a copy of such demand to the
Administrative Agent) made within 60 days after the first date on which such
Lender has actual knowledge that it is entitled to make demand for payment
under this Section 2.09(b) of such reduction in return, such additional amount
as may be specified by such Lender as being sufficient to compensate such
Lender for such reduction in return, to the extent that such Lender reasonably

<PAGE>

                                       47

determines such reduction to be attributable to the existence of such Lender's
commitment to lend hereunder; provided, however, that if such Lender fails to
so notify the Borrower within such 60-day period, such amounts shall commence
accruing on such later date on which the Lender notifies the Borrower. A
certificate as to such amounts submitted to the Borrower and the Administrative
Agent by such Lender shall be conclusive and binding for all purposes, absent
manifest error.

         (c) Notwithstanding any other provision of this Agreement, if the
introduction of or any change in or in the interpretation of any law or
regulation makes it unlawful, or any central bank or other governmental
authority asserts that it is unlawful, for any Lender or its Eurodollar Lending
Office to perform its obligations hereunder to make Eurodollar Rate Advances or
to fund or maintain Eurodollar Rate Advances hereunder, then, upon written
notice by such Lender to the Borrower (with a copy to the Administrative
Agent), (i) each Eurodollar Rate Advance of such Lender will automatically
Convert into a Base Rate Advance and (ii) the obligation under each Facility
under which such Lender has a Commitment to make, or to Convert Base Rate
Advances into, Eurodollar Rate Advances shall be suspended until the
Administrative Agent shall notify the Borrower and the Lenders that the
circumstances causing such suspension no longer exist; provided, however, that,
before making any such demand, such Lender shall designate a different
Eurodollar Lending Office if the making of such a designation would avoid the
need for giving such notice and demand, and would not, in the judgment of such
Lender, be otherwise disadvantageous to such Lender. For purposes of this
Section 2.09(c), a notice to the Borrower by a Lender shall be effective with
respect to any Eurodollar Rate Advance on the last day of the then current
Interest Period for such Advance; provided, however, that, if it is not lawful
for such Lender to maintain such Advance until the end of the Interest Period
applicable thereto, then the notice to the Borrower shall be effective upon
receipt by the Borrower.

         SECTION 2.10. Conversion of Advances. (a) Optional. The Borrower may
on any Business Day, upon notice given to the Administrative Agent not later
than noon (New York City time) on the third Business Day prior to the date of
the proposed Conversion and subject to the provisions of Section 2.07 and 2.09,
Convert all or any portion of the Advances of one Type comprising the same
Borrowing into Advances of the other Type; provided, however, that any
Conversion of Eurodollar Rate Advances into Base Rate Advances shall be made
on, and only on, the last day of an Interest Period for such Eurodollar Rate
Advances, and any Conversion of Base Rate Advances into Eurodollar Rate
Advances shall be subject to the limitation set forth in Section 2.02(e) and in
an amount not less than $5,000,000. Each such notice of Conversion shall,
within the restrictions specified above, specify (i) the date of such
Conversion, (ii) the Advances to be Converted and (iii) if such Conversion is
into Eurodollar Rate Advances, the duration of the initial Interest Period for
such Advances.

<PAGE>

                                       48

         (b) Mandatory. (i) On the date on which the aggregate unpaid principal
amount of Eurodollar Rate Advances comprising any Borrowing shall be reduced,
by payment or prepayment or otherwise, to less than $5,000,000, such Advances
shall automatically Convert into Base Rate Advances.

         (ii) Upon the occurrence and during the continuance of any Event of
Default (or, in the case of any involuntary proceeding described in Section
6.01(e), a Default), (A) each Eurodollar Rate Advance will automatically, on
the last day of the then existing Interest Period therefor, Convert into a Base
Rate Advance and (B) the obligation of the Lenders to make, or to Convert
Advances into, Eurodollar Rate Advances shall be suspended.

         SECTION 2.11. Payments and Computations. (a) The Borrower shall make
each payment hereunder and under the Notes not later than 11:00 A.M. (New York
City time) on the day when due in U.S. Dollars to the Administrative Agent at
the Administrative Agent's Account in same day funds. The Administrative Agent
will promptly thereafter cause to be distributed like funds relating to the
payment of principal or interest or commitment fees ratably (other than amounts
payable pursuant to Section 2.09 or 2.12) to the Lenders for the account of
their respective Applicable Lending Offices, and like funds relating to the
payment of any other amount payable to any Lender to such Lender for the
account of its Applicable Lending Office, in each case to be applied in
accordance with the terms of this Agreement. Upon its acceptance of an
Assignment and Acceptance and recording of the information contained therein in
the Register pursuant to Section 8.07(c), from and after the effective date
specified in such Assignment and Acceptance, the Administrative Agent shall
make all payments hereunder and under the Notes in respect of the interest
assigned thereby to the Lender assignee thereunder, and the parties to such
Assignment and Acceptance shall make all appropriate adjustments in such
payments for periods prior to such effective date directly between themselves.

         (b) The Borrower hereby authorizes each Lender, if and to the extent
payment of principal, interest or fees owed to such Lender is not made when due
hereunder or, in the case of a Lender under the Note or Notes held by such
Lender, to charge from time to time against any or all of the Borrower's
accounts with such Lender any amount so due.

         (c) All computations of interest based on the Eurodollar Rate, the
Base Rate or the Federal Funds Rate and of commitment fees shall be made by the
Administrative Agent, on the basis of a year of 360 days, in each case for the
actual number of days (including the first day but excluding the last day)
occurring in the period for which such interest or commitment fees are payable.
Each determination by the Administrative Agent of an interest rate hereunder
shall be conclusive and binding for all purposes, absent manifest error.

<PAGE>

                                       49

         (d) Whenever any payment hereunder or under any Note shall be stated
to be due on a day other than a Business Day, such payment shall be made on the
next succeeding Business Day, and such extension of time shall in such case be
included in the computation of payment of interest or commitment fee, as the
case may be; provided, however, that, if such extension would cause payment of
interest on or principal of Eurodollar Rate Advances to be made in the next
following calendar month, such payment shall be made on the next preceding
Business Day.

         (e) Unless the Administrative Agent shall have received notice from
the Borrower prior to the date on which any payment is due to any Lender
hereunder or under any Note that the Borrower will not make such payment in
full, the Administrative Agent may assume, or at its option request
confirmation from the Borrower, that the Borrower has made such payment in full
to the Administrative Agent on such date and the Administrative Agent may, in
reliance upon such assumption, cause to be distributed to each such Lender on
such due date an amount equal to the amount then due such Lender. If and to the
extent the Borrower shall not have so made such payment in full to the
Administrative Agent, each Lender shall repay to the Administrative Agent
forthwith on demand such amount distributed to such Lender together with
interest thereon, for each day from the date such amount is distributed to such
Lender until the date such Lender repays such amount to the Administrative
Agent, at the Federal Funds Rate.

         (f) If the Administrative Agent receives funds for application to the
Obligations under the Loan Documents under circumstances for which the Loan
Documents do not specify the Advances or the Facility to which, or the manner
in which, such funds are to be applied, the Administrative Agent may, but shall
not be obligated to, elect to distribute such funds in respect of a Facility to
each appropriate Lender ratably in accordance with such Lender's proportionate
share of the principal amount of all outstanding Advances under such Facility,
in repayment or prepayment of such of the outstanding Advances under such
Facility or other Obligations owed to such Lender, and for application to such
principal installments, as the Administrative Agent shall direct.

         SECTION 2.12. Taxes. (a) Any and all payments by the Borrower
hereunder or under the Notes shall be made, in accordance with Section 2.11,
free and clear of and without deduction for any and all present or future
taxes, levies, imposts, deductions, charges or withholdings, and all
liabilities with respect thereto, excluding, in the case of each Lender and the
Administrative Agent, (i) taxes imposed on its income, and franchise taxes and
backup withholding taxes imposed on it, by the United States or the
jurisdiction under the laws of which such Lender or the Administrative Agent
(as the case may be) is organized or any political subdivision or taxing
authority thereof or therein, (ii) taxes imposed on its income, and franchise
taxes imposed on it, by the jurisdiction of such Lender's or, in either such
case, the Administrative Agent's principal office or Applicable Lending Office
or any political subdivision or taxing authority thereof or therein and (iii)
United States withholding

<PAGE>

                                       50

tax payable with respect to payments hereunder under laws (including, without
limitation any statute, treaty, ruling, determination or regulation) in effect
on the Initial Date with respect to such Lender or the Administrative Agent,
but not excluding any United States withholding tax payable as a result of any
change in such laws occurring after the Initial Date (all such non-excluded
taxes, levies, imposts, deductions, charges, withholdings and liabilities being
hereinafter referred to as "Taxes"). If the Borrower shall be required by law
to deduct any Taxes from or in respect of any sum payable hereunder or under
any Note to any Lender or the Administrative Agent, (i) the sum payable shall
be increased as may be necessary so that after making all required deductions
of Taxes (including deductions of Taxes applicable to additional sums payable
under this Section 2.12) such Lender or the Administrative Agent (as the case
may be) receives an amount equal to the sum it would have received had no such
deductions of Taxes been made, (ii) the Borrower shall make such deductions and
(iii) the Borrower shall pay the full amount deducted to the relevant taxation
authority or other authority in accordance with applicable law; provided,
however, that any such Lender shall designate a different Applicable Lending
Office if, in the judgment of such Lender, such designation would avoid the
need for, or reduce the amount of, any Taxes required to be deducted from or in
respect of any sum payable hereunder to such Lender or the Administrative Agent
and would not, in the judgment of such Lender, be otherwise disadvantageous to
such Lender.

         (b) In addition, the Borrower agrees to pay any present or future
stamp or documentary taxes or any other excise or property taxes, charges or
similar levies that arise from any payment made hereunder or under the Notes or
from the execution, delivery or registration of, or otherwise with respect to,
this Agreement or the Notes (hereinafter referred to as "Other Taxes").

         (c) The Borrower will indemnify each Lender and the Administrative
Agent for the full amount of Taxes or Other Taxes (including, without
limitation, any Taxes or Other Taxes imposed by any jurisdiction on amounts
payable under this Section 2.12) paid by such Lender or the Administrative
Agent (as the case may be) and any liability (including penalties, additions to
tax, interest and expenses) arising therefrom or with respect thereto; provided
that, in the event such Lender or the Administrative Agent, as the case may be,
successfully contests the assessment of such Taxes or Other Taxes or any
liability arising therefrom or with respect thereto, such Lender or the
Administrative Agent shall refund, to the extent of any refund thereof made to
such Lender or the Administrative Agent, any amounts paid by the Borrower under
this Section 2.12(c) in respect of such Taxes, Other Taxes or liabilities
arising therefrom or with respect thereto. Each Lender and the Administrative
Agent agree that it will contest such Taxes, Other Taxes or liabilities if (i)
the Borrower furnishes to it an opinion of reputable tax counsel acceptable to
such Lender or the Administrative Agent to the effect that such Taxes or Other
Taxes were wrongfully or illegally imposed and (ii) such Lender or the
Administrative Agent determines, in its sole discretion, that it would not be
disadvantaged or prejudiced in any manner whatsoever as a

<PAGE>

                                       51

result of such contest. This indemnification shall be made within 30 days from
the date such Lender or the Administrative Agent (as the case may be) makes
written demand therefor.

         (d) Within 30 days after the date of any payment of Taxes, the
Borrower will furnish to the Administrative Agent, at its address referred to
in Section 8.02, appropriate evidence of payment thereof. If no Taxes are
payable in respect of any payment hereunder or under the Notes by the Borrower
from an account or branch outside the United States or on behalf of the
Borrower by a payor that is not a United States person, the Borrower will
furnish to the Administrative Agent, at such address, a certificate from each
appropriate taxing authority, or an opinion of counsel acceptable to the
Administrative Agent, in either case stating that such payment is exempt from
or not subject to Taxes. For purposes of this Section 2.12, the terms "United
States" and "United States person" shall have the meanings specified in Section
7701 of the Code.

         (e) Each Lender organized under the laws of a jurisdiction outside the
United States and the Administrative Agent, if organized under the laws of a
jurisdiction outside the United States, shall, on or prior to the Initial Date
and from time to time thereafter if requested in writing by the Borrower or the
Administrative Agent (but only so long thereafter as such Lender or the
Administrative Agent remains lawfully able to do so), provide the Borrower and
(in the case of any such Lender other than the Administrative Agent) the
Administrative Agent with two duly completed copies of Internal Revenue Service
form 1001 or 4224, as appropriate, or any successor form prescribed by the
Internal Revenue Service, certifying that such Lender or the Administrative
Agent is entitled to benefits under an income tax treaty to which the United
States is a party that reduces the rate of withholding tax on payments under
this Agreement or the Notes or certifying that the income receivable pursuant
to this Agreement or the Notes is effectively connected with the conduct of a
trade or business in the United States.

         (f) For any period with respect to which the Administrative Agent or a
Lender has failed to provide the Borrower with the appropriate forms described
in subsection (e) above (other than if such failure is due to a change in law
occurring after the date on which such person was originally required to
provide such forms, or if such forms are otherwise not required under
subsection (e) above), the Administrative Agent or such Lender shall not be
entitled to increased payments or indemnification under subsection (a) or (c)
above with respect to Taxes imposed by the United States; provided, however,
that should the Administrative Agent or a Lender become subject to Taxes
because of its failure to deliver a form required hereunder, the Borrower shall
take such steps as the Administrative Agent or such Lender shall reasonably
request to assist the Lender to recover such Taxes if, in the judgment of the
Borrower such steps would avoid the need for, or reduce the amount of, any
Taxes required to be deducted from or in respect of any sum payable hereunder
to the Administrative Agent or such Lender and would not, in the judgment of
the Borrower, be disadvantageous to the Borrower.

<PAGE>

                                       52

         (g) Without prejudice to the survival of any other agreement of the
Borrower hereunder, the agreements and obligations of the Borrower contained in
this Section 2.12 shall survive the payment in full of principal and interest
hereunder and under the Notes.

         (h) If a Lender shall change its Applicable Lending Office other than
(i) at the request of the Borrower or (ii) at a time when such change would not
result in this Section 2.12 requiring the Borrower to make a greater payment
than if such change had not been made, such Lender shall not be entitled to
receive any greater payment under this Section 2.12 than such Lender would have
been entitled to receive had it not changed its Applicable Lending Office.

         SECTION 2.13. Sharing of Payments, Etc. If any Lender shall obtain any
payment (whether voluntary, involuntary, through the exercise of any right of
set-off, or otherwise) on account of the Advances owing to it (other than
pursuant to Section 2.09 or 2.12) in excess of its ratable share of payments on
account of the Advances obtained by all the Lenders, such Lender shall
forthwith purchase from the other Lenders such interests or participating
interests in the Advances owing to them as shall be necessary to cause such
purchasing Lender to share the excess payment ratably with each of them;
provided, however, that, if all or any portion of such excess payment is
thereafter recovered from such purchasing Lender, such purchase from each
Lender shall be rescinded and such Lender shall repay to the purchasing Lender
the purchase price to the extent of such recovery together with an amount equal
to such Lender's ratable share (according to the proportion of (i) the amount
of such Lender's required repayment to (ii) the total amount so recovered from
the purchasing Lender) of any interest or other amount paid or payable by the
purchasing Lender in respect of the total amount so recovered. The Borrower
agrees that any Lender so purchasing an interest or participating interest from
another Lender pursuant to this Section 2.13 may, to the fullest extent
permitted by law, exercise all its rights of payment (including the right of
set-off) with respect to such interest or participating interest, as the case
may be, as fully as if such Lender were the direct creditor of the Borrower in
the amount of such interest or participating interest, as the case may be.

         SECTION 2.14. Removal of Lender. In the event that any Lender demands
payment of costs or additional amounts pursuant to Section 2.09 or Section 2.12
or asserts pursuant to Section 2.09(c) that it is unlawful for such Lender to
make Eurodollar Rate Advances, then (subject to such Lender's right to rescind
such demand or assertion within 10 days after the notice from the Borrower
referred to below) the Borrower may, upon 20 days' prior written notice to such
Lender and the Administrative Agent, elect to cause such Lender to assign its
Advances and Commitments in full to an assignee institution selected by the
Borrower that meets the criteria of an Eligible Assignee and is reasonably
satisfactory to the Administrative Agent, so long as such Lender receives
payment in full in cash of the outstanding principal amount of all Advances
made by it and all accrued and

<PAGE>

                                       53

unpaid interest thereon and all other amounts due and payable to such Lender as
of the date of such assignment (including without limitation amounts owing
pursuant to Section 2.09 or 2.12), and in such case such Lender agrees to make
such assignment, and such assignee shall agree to accept such assignment and
assume all obligations of such Lender hereunder, in accordance with Section
8.07.

         SECTION 2.15. Defaulting Lender. (a) In the event that, at any one
time, (i) any Lender shall be a Defaulting Lender, (ii) such Defaulting Lender
shall owe a Defaulted Advance to the Borrower and (iii) the Borrower shall be
required to make any payment hereunder or under any other Loan Document to or
for the account of such Defaulting Lender, then the Borrower may, so long as no
Default shall occur or be continuing at such time and to the fullest extent
permitted by applicable law, set-off and otherwise apply the Obligation of the
Borrower to make such payment to or for the account of such Defaulting Lender
against the Obligation of such Defaulting Lender to make such Defaulted
Advance. In the event that the Borrower shall so set-off and otherwise apply
the Obligation of the Borrower to make any such payment against the Obligation
of such Defaulting Lender to make any such Defaulted Advance on any date, the
amount so set-off and otherwise applied by the Borrower shall constitute for
all purposes of this Agreement and the other Loan Documents an Advance by such
Defaulting Lender made on such date under the Facility pursuant to which such
Defaulted Advance was originally required to have been made pursuant to Section
2.01. Such Advance shall be considered, for all purposes of this Agreement, to
comprise part of the Borrowing in connection with which such Defaulted Advance
was originally required to have been made pursuant to Section 2.01. The
Borrower shall notify the Administrative Agent at any time the Borrower reduces
the amount of the Obligation of the Borrower to make any payment otherwise
required to be made by it hereunder or under any other Loan Document as a
result of the exercise by the Borrower of its right set forth in this
subsection (a) and shall set forth in such notice (A) the name of the
Defaulting Lender and the Defaulted Advance required to be made by such
Defaulting Lender and (B) the amount set-off and otherwise applied in respect
of such Defaulted Advance pursuant to this subsection (a). Any portion of such
payment otherwise required to be made by the Borrower to or for the account of
such Defaulting Lender which is paid by the Borrower, after giving effect to
the amount set-off and otherwise applied by the Borrower pursuant to this
subsection (a), shall be applied by the Administrative Agent as specified in
subsection (b) or (c) of this Section 2.15.

         (b) In the event that, at any one time, (i) any Lender shall be a
Defaulting Lender, (ii) such Defaulting Lender shall owe a Defaulted Amount to
the Administrative Agent, the Collateral Agent or any of the other Lenders and
(iii) the Borrower shall make any payment hereunder or under any other Loan
Document to the Administrative Agent for the account of such Defaulting Lender,
then the Administrative Agent may, on its behalf or on behalf of such other
Lenders and to the fullest extent permitted by applicable law, apply at such
time the amount so paid by the Borrower to or for the account of such
Defaulting

<PAGE>

                                       54

Lender to the payment of each such Defaulted Amount up to the amount required
to pay such Defaulted Amount. In the event that the Administrative Agent shall
so apply any such amount to the payment of any such Defaulted Amount on any
date, the amount so applied by the Administrative Agent shall constitute for
all purposes of this Agreement and the other Loan Documents payment, to such
extent, of such Defaulted Amount on such date. Any such amount so applied by
the Administrative Agent shall be retained by the Administrative Agent or
distributed by the Administrative Agent to such other Lenders, ratably in
accordance with the respective portions of such Defaulted Amounts payable at
such time to the Administrative Agent and such other Lenders and, if the amount
of such payment made by the Borrower shall at such time be insufficient to pay
all Defaulted Amounts owing at such time to the Administrative Agent, the
Collateral Agent and the other Lenders, in the following order of priority:

              (i) first, to the Administrative Agent and the Collateral Agent
         for any Defaulted Amounts then owing to the Administrative Agent and
         the Collateral Agent, ratably in accordance with such respective
         Defaulted Amounts then owing to the Administrative Agent and the
         Collateral Agent; and

              (ii) second, to any other Lenders for any Defaulted Amounts then
         owing to such other Lenders, ratably in accordance with such
         respective Defaulted Amounts then owing to such other Lenders.

Any portion of such amount paid by the Borrower for the account of such
Defaulting Lender remaining, after giving effect to the amount applied by the
Administrative Agent pursuant to this subsection (b), shall be applied by the
Administrative Agent as specified in subsection (c) of this Section 2.15.

         (c) In the event that, at any one time, (i) any Lender shall be
Defaulting Lender, (ii) such Defaulting Lender shall not owe a Defaulted
Advance or a Defaulted Amount and (iii) the Borrower, the Administrative Agent
the Collateral Agent or any other Lender shall be required to pay or distribute
any amount hereunder or under any other Loan Document to or for the account of
such Defaulting Lender, then the Borrower, the Collateral Agent or such other
Lender shall pay such amount to the Administrative Agent to be held by the
Administrative Agent, to the fullest extent permitted by applicable law, in
escrow or the Administrative Agent shall, to the fullest extent permitted by
applicable law, hold in escrow such amount otherwise held by it. Any funds held
by the Administrative Agent in escrow under this subsection (c) shall be
deposited by the Administrative Agent in an account with Citibank, in the name
and under the control of the Administrative Agent, but subject to the
provisions of this subsection (c). The terms applicable to such account,
including the rate of interest payable with respect to the credit balance of
such account from time to time, shall be Citibank's standard terms applicable
to escrow accounts maintained with it. Any interest credited to such account
from time to time shall be held by the Administrative Agent in

<PAGE>

                                       55

escrow under, and applied by the Administrative Agent from time to time in
accordance with the provisions of, this subsection (c). The Administrative
Agent shall, to the fullest extent permitted by applicable law, apply all funds
so held in escrow from time to time to the extent necessary to make any
Advances required to be made by such Defaulting Lender and to pay any amount
payable by such Defaulting Lender hereunder and under the other Loan Documents
to the Administrative Agent, the Collateral Agent or any other Lender, as and
when such Advances or amounts are required to be made or paid and, if the
amount so held in escrow shall at any time be insufficient to make and pay all
such Advances and amounts required to be made or paid at such time, in the
following order of priority:

              (i) first, to the Administrative Agent and the Collateral Agent
         for any amount then due and payable by such Defaulting Lender to the
         Administrative Agent and the Collateral Agent hereunder, ratably in
         accordance with such respective amounts then due and payable to the
         Administrative Agent and the Collateral Agent;

              (ii) second, to any other Lenders for any amount then due and
         payable by such Defaulting Lender to such other Lenders hereunder,
         ratably in accordance with such respective amounts then due and
         payable to such other Lenders; and

              (iii) third, to the Borrower for any Advance then required to be
         made by such Defaulting Lender pursuant to the Commitment of such
         Defaulting Lender.

In the event that such Defaulting Lender shall, at any time, cease to be a
Defaulting Lender, any funds held by the Administrative Agent in escrow at such
time with respect to such Defaulting Lender shall be distributed by the
Administrative Agent to such Defaulting Lender and applied by such Defaulting
Lender to the Obligations owing to such Lender at such time under this
Agreement and the other Loan Documents ratably in accordance with the
respective amounts of such Obligations outstanding at such time.

         (d) The rights and remedies against a Defaulting Lender under this
Section 2.15 are in addition to other rights and remedies which the Borrower
may have against such Defaulting Lender with respect to any Defaulted Advance
and which the Administrative Agent, the Collateral Agent or any Lender may have
against such Defaulting Lender with respect to any Defaulted Amount.

<PAGE>

                                       56

                                  ARTICLE III

                             CONDITIONS OF LENDING

         SECTION 3.01. Conditions Precedent to Effective Date. Article II
hereof shall be effective on and as of the date (the "Effective Date"), on
which each of the following conditions precedent shall have been satisfied or
duly waived:

              (a) There shall have been no adverse change since June 3, 1996 in
         the corporate and legal structure and capitalization of each A
         Company, each Designated Operating Company and the Bank, including the
         terms and conditions of the charter, bylaws and each class of capital
         stock of each such Person and of each agreement or instrument relating
         to such structure or capitalization, except as contemplated by
         existing consents, amendments and waivers delivered in connection with
         the Existing Credit Agreement; the Lenders shall be satisfied with the
         corporate and legal structure and capitalization of each of National
         Health Care Group Inc., Revlon Guarantor, Revlon Holdings Inc., Revlon
         Worldwide Corporation and Revlon, including the terms and conditions
         of the charter, by-laws and each class of capital stock of each such
         Person and of each agreement or instrument relating to such structure
         or capitalization.

              (b) Before giving effect to the transactions contemplated by this
         Agreement, there shall have occurred no Material Adverse Change since
         December 31, 1995 relating to any of the Loan Parties, the FN Parties
         and the Designated Operating Companies.

              (c) There shall exist no action, suit, investigation, litigation
         or proceeding affecting any of the Loan Parties, the FN Parties and
         the Designated Operating Companies pending or threatened before any
         court, governmental agency or arbitrator that (i) would be reasonably
         likely to have a Material Adverse Effect (in the case of clause (a) of
         the definition thereof, the term "Person" shall refer to such Loan
         Party, such FN Party or such Designated Operating Company, as the case
         may be) or (ii) purports to affect the legality, validity or
         enforceability of this Agreement, any Note, any other Loan Document,
         any Related Document, any FN Document or the consummation of the
         transactions contemplated hereby and thereby.

              (d) Nothing shall have come to the attention of the Lenders in
         respect of any of the A Companies, the Designated Operating Companies
         or the Bank that is inconsistent with or different from in any adverse
         respect any of the results of the due diligence investigations of such
         Persons conducted in connection with the Original Credit Agreement,
         the Second Credit Agreement, the Third Credit Agreement or the
         Existing Credit Agreement; the Lenders shall be satisfied with the
         results of their due

<PAGE>

                                       57

         diligence investigation of National Health Care Group Inc., Revlon
         Guarantor, Revlon Holdings Inc., Revlon Worldwide Corporation and
         Revlon; and the Lenders shall have been given such access to the
         management, records, books of account, contracts and properties of
         each A Company, each Designated Operating Company or the Bank as they
         shall have requested.

              (e) The Borrower shall have paid all accrued fees of the
         Administrative Agent and the Lenders and all accrued expenses of the
         Administrative Agent (including the reasonable fees and expenses of
         counsel to the Administrative Agent).

              (f) The Lenders shall be satisfied that the Borrower has the
         ability to service the interest payments in respect of the Facilities.

              (g) Ronald O. Perelman shall beneficially own at least a majority
         of the Voting Stock of Marvel.

              (h) The Administrative Agent or the Collateral Agent, as the case
         may be, shall have received on or before the Effective Date the
         following, each dated as of the Effective Date (unless otherwise
         specified), in form and substance satisfactory to the Administrative
         Agent (unless otherwise specified) and (except for the Notes) in
         sufficient copies for each Lender:

                   (i) the Tranche A Term Credit Notes to the order of the
              Lenders;

                   (ii) the Tranche B Term Credit Notes to the order of the
              Lenders;

                   (iii) certified copies of the resolutions of the board of
              directors of the Borrower and each other Loan Party approving
              this Agreement, the Notes and each other Loan Document to which
              it is or is to be a party, and of all documents evidencing other
              necessary corporate action and governmental approvals, if any,
              with respect to this Agreement, the Notes and each other Loan
              Document;

                   (iv) a certificate of the Secretary or an Assistant
              Secretary of the Borrower and each other Loan Party certifying
              the names and true signatures of the officers of the Borrower and
              such other Loan Party authorized to sign this Agreement, the
              Notes and each other Loan Document to which they are or are to be
              parties and the other documents to be delivered hereunder and
              thereunder;

                   (v) a copy of a certificate of the Secretary of State of the
              state of incorporation of the Borrower, each other Loan Party,
              each Designated

<PAGE>

                                       58

              Operating Company and each other A Company, dated reasonably near
              the Effective Date, listing the charter of such Person and each
              amendment thereto on file in his office and certifying that (A)
              such amendments are the only amendments to such Person's charter
              on file in his office, (B) such Person has paid all franchise
              taxes to the date of such certificate and (C) such Person is duly
              incorporated or organized and in good standing under the laws of
              such state, and a copy of a certificate of corporate existence of
              the Bank, dated reasonably near the Effective Date from the
              Office of Thrift Supervision;

                   (vi) (A) a certificate of each A Company signed on behalf of
              such Person by its President or a Vice President and its
              Secretary or any Assistant Secretary, dated as of the Effective
              Date (the statements made in such certificate shall be true on
              and as of the Effective Date), certifying as to (1) the absence
              of any amendments to the charter of such Person since the date of
              the Secretary of State's certificate referred to in clause (v)
              above, (2) the absence of any amendments to the bylaws of such
              Person since the date of the certificate in respect of such
              bylaws that was delivered to the Administrative Agent pursuant to
              the terms of Section 3.01 or 3.02, as the case may be, of the
              Original Credit Agreement, (3) the due incorporation and good
              standing of such Person as a corporation under the laws of the
              relevant state of incorporation, and the absence of any
              proceeding for the dissolution or liquidation of such Person, (4)
              the truth in all material respects of the representations and
              warranties made by such Person contained in the Loan Documents as
              though made on and as of the Effective Date and (5) the absence
              of any event occurring and continuing, or resulting from the
              Effective Date, that constitutes a Default, (B) a certificate of
              Coleman Guarantor signed on behalf of Coleman Guarantor by its
              President or a Vice President and its Secretary or any Assistant
              Secretary, dated as of the Effective Date (the statements made in
              such certificate shall be true on and as of the Effective Date),
              certifying as to (1) the absence of any amendments to the charter
              of Coleman since the date of the Secretary of State's certificate
              referred to in clause (v) above, (2) the absence of any
              amendments to the bylaws of Coleman since the date of the
              certificate in respect of such bylaws that was delivered to the
              Administrative Agent pursuant to the terms of Sections 3.01 and
              3.02 of the Original Credit Agreement and (3) the due
              incorporation and good standing of Coleman as a corporation
              organized under the laws of the State of Delaware, and the
              absence of any proceeding for the dissolution or liquidation of
              Coleman, (C) a certificate of the Borrower signed on behalf of
              the Borrower by its President or a Vice President and its
              Secretary or any Assistant Secretary, dated as of the Effective
              Date (the statements made in such certificate shall be true on
              and as of the Effective Date), certifying as to (1) the absence
              of any amendments to the charter of Marvel since the date of

<PAGE>

                                       59

              the Secretary of State's certificate referred to in clause (v)
              above, (2) the absence of any amendments to the bylaws of Marvel
              since the date of the certificate in respect of such bylaws that
              was delivered to the Administrative Agent pursuant to the terms
              of Sections 3.01 and 3.02 of the Original Credit Agreement, and
              (3) the due incorporation and good standing of Marvel as a
              corporation organized under the laws of the State of Delaware,
              and the absence of any proceeding for the dissolution or
              liquidation of Marvel, (D) a certificate of New World Guarantor
              signed on behalf of New World Guarantor by its President or a
              Vice President and its Secretary or any Assistant Secretary,
              dated as of the Effective Date (the statements made in such
              certificate shall be true on and as of the Effective Date),
              certifying as to (1) the absence of any amendments to the charter
              of New World since the date of the Secretary of State's
              certificate referred to in clause (v) above, (2) the absence of
              any amendments to the bylaws of New World since the date of the
              certificate in respect of such bylaws that was delivered to the
              Administrative Agent pursuant to the terms of Section 3.02 of the
              Original Credit Agreement and (3) the due incorporation and good
              standing of New World as a corporation organized under the laws
              of the State of Delaware, and the absence of any proceeding for
              the dissolution or liquidation of New World, and (E) a
              certificate of C&F Guarantor signed on behalf of C&F Guarantor by
              its President or a Vice President and its Secretary or any
              Assistant Secretary, dated as of the Effective Date (the
              statements made in such certificate shall be true on and as of
              the Effective Date), certifying as to (1) the absence of any
              amendments to the charter of MCG since the date of the Secretary
              of State's certificate referred to in clause (v) above, (2) the
              absence of any amendments to the bylaws of MCG since the date of
              the certificate in respect of such bylaws that was delivered to
              the Administrative Agent pursuant to the terms of Section 3.01 of
              the Third Credit Agreement and (3) the due incorporation and good
              standing of MCG as a corporation organized under the laws of the
              State of Delaware, and the absence of any proceeding for the
              dissolution or liquidation of MCG;

                   (vii) a certificate of Mafco to the effect (A) that no
              information provided by Mafco or any Subsidiary of Mafco to the
              Administrative Agent or any Lender in connection with this
              Agreement, as such information has been amended, supplemented or
              superseded by any other information delivered to the same parties
              receiving such information contained or contains any material
              misstatement of fact or omitted or omits to state any material
              fact necessary to make the statements therein, in the light of
              the circumstances under which they were made, not misleading
              except that, as to any financial model included therein, such
              certificate shall be limited to a statement that such model was
              prepared in good faith by Mafco's or such Subsidiary's management
              based on

<PAGE>

                                       60

              assumptions believed to be reasonable when made and may be
              further qualified by a statement to the effect that because
              assumptions as to future results are inherently subject to
              uncertainty and contingencies beyond Mafco's or such Subsidiary's
              control, actual results of Mafco or such Subsidiary may be higher
              or lower, (B) the Mafco Guaranty is in full force and effect on
              the Effective Date, (C) that other than the agreements referenced
              in Section 3.01(h)(xi), the charter documents of each A Company
              and each FN Party, the Loan Documents and the Related Documents,
              there is no other agreement, contract, loan agreement, indenture,
              mortgage, deed of trust, lease or other instrument binding on or
              affecting any A Company or any FN Party that imposes any material
              Obligation or any material restriction on any A Company or any FN
              Party, (D) that the agreements referenced in Section 3.01(h)(xi)
              are the only agreements, contracts, loan agreements, indentures,
              mortgages, deeds of trust, leases or other instruments (1)
              evidencing Debt of any Designated Operating Company or any of
              their Subsidiaries outstanding on the Effective Date, (2)
              governing the terms of Debt of any Designated Operating Company
              or any of their Subsidiaries outstanding on the Effective Date,
              or (3) containing any commitment or other agreement by any Person
              to extend credit that would constitute Debt to any Designated
              Operating Company or any of their Subsidiaries, in each case that
              imposes or will impose material Obligations or material
              restrictions on any Designated Operating Company and its
              Subsidiaries taken as a whole and (E) that there is no other
              agreement or contract binding on or affecting any Designated
              Operating Company or any of their Subsidiaries that contains
              provisions that would restrict any Loan Party from performing or
              that would impair the ability of any Loan Party to perform, any
              of the obligations of such Loan Party under the Loan Documents;

                   (viii) the Mafco Security Agreement in substantially the
              form of Exhibit D-1 duly executed by Mafco, the Borrower Security
              Agreement in substantially the form of Exhibit D-2 duly executed
              by the Borrower, and the Borrower Parent Security Agreement in
              substantially the form of Exhibit D-3 duly executed by Borrower
              Parent, in each case together with evidence that all other action
              that the Administrative Agent may deem necessary or desirable in
              order to perfect and protect the Liens created by such Security
              Agreement have been taken, together with:

                        (1) acknowledgement copies or stamped receipt copies of
                   proper amendments to the financing statements previously
                   filed in connection with each Security Agreement; and

<PAGE>

                                       61

                        (2) evidence that all other action that the
                   Administrative Agent may deem necessary or desirable in
                   order to perfect and protect the Liens created by each
                   Security Agreement;

                   (ix) the Mafco Guaranty in substantially the form of Exhibit
              E-1, duly executed by Mafco, the Borrower Parent Guaranty in
              substantially the form of Exhibit E-2, duly executed by Borrower
              Parent, the C&F Guaranty in substantially the form of Exhibit
              E-3, duly executed by the C&F Guarantor, the Cigar Guaranty in
              substantially the form of Exhibit E-4, duly executed by Cigar
              Guarantor, the Coleman Guaranty in substantially the form of
              Exhibit E-5, duly executed by Coleman Guarantor, the Flavors
              Guaranty in substantially the form of Exhibit E-6, duly executed
              by Flavors Guarantor, and the New World Guaranty in substantially
              the form of Exhibit E-7, duly executed by New World Guarantor.

                   (x) the C&F Pledge Agreement in substantially the form of
              Exhibit F-1, duly executed by C&F Guarantor, the Cigar Pledge
              Agreement in substantially the form of Exhibit F-2, duly executed
              by Cigar Guarantor, the Coleman Pledge Agreement in substantially
              the form of Exhibit F-3, duly executed by Coleman Guarantor, the
              Coleman Worldwide Pledge Agreement in substantially the form of
              Exhibit F-4, duly executed by Coleman Worldwide, the Flavors
              Pledge Agreement in substantially the form of Exhibit F-5, duly
              executed by Flavors Guarantor, the Four Star Pledge Agreement in
              substantially the form of Exhibit F-6, duly executed by Four
              Star, the Mafco Pledge Agreement in substantially the form of
              Exhibit F-7, duly executed by Mafco, the M&F Pledge Agreement in
              substantially the form of Exhibit F-8, duly executed by M&F, the
              New Coleman Pledge Agreement in substantially the form of Exhibit
              F-9, duly executed by New Coleman, the New World Pledge Agreement
              in substantially the form of Exhibit F-10, duly executed by New
              World Guarantor and the Second Andrews Pledge Agreement in
              substantially the form of Exhibit F-11, duly executed by Andrews,
              together with:

                        (1) acknowledgment copies or stamped receipt copies of
                   proper amendments to the financing statements previously
                   filed in connection with each Pledge Agreement, in form and
                   substance satisfactory to the Administrative Agent,

                        (2) completed requests for information, dated on or
                   before the Effective Date, listing the financing statements
                   referred to in clause (1) above,

<PAGE>

                                       62

                        (3) in the case of the Second Andrews Pledge Agreement,
                   copies of the News Corp. Contract, and

                        (4) evidence that all other action that the
                   Administrative Agent may deem necessary or desirable in
                   order to perfect and protect the Liens created by the each
                   Pledge Agreement has been taken;

                   (xi) a certificate of Mafco to the effect that, other than
              the agreements delivered to the Administrative Agent pursuant to
              Section 3.01(g)(xii)(B) and Section 3.02(i)(xi)(B) of the
              Original Credit Agreement and other than as specified in and
              delivered pursuant to such certificate and the certificate of
              Mafco delivered pursuant to Section 3.01(f)(x) of the Second
              Credit Agreement, Section 3.01(f)(ix) of the Third Credit
              Agreement and Section 3.01(f)(x) of the Existing Credit
              Agreement, there is no other contract, loan agreement, indenture,
              mortgage, deed of trust, lease or other instrument (1) evidencing
              Debt of any A Company, (2) governing the terms of Debt of any A
              Company, or (3) containing any commitment or other agreement by
              any Person to extend credit that would constitute Debt to any A
              Company or any Designated Operating Company or any of its
              Subsidiaries, in each case that imposes any material obligation
              or any material restriction on any A Company or any Designated
              Operating Company and its Subsidiaries, taken as a whole;

                   (xii) such financial, business and other information
              regarding each Loan Party and their Subsidiaries as the Lenders
              shall have reasonably requested, including, without limitation,
              information as to possible contingent liabilities, tax matters,
              environmental matters, obligations under ERISA and Welfare Plans,
              collective bargaining agreements and other arrangements with
              employees, annual financial statements of the Bank dated December
              31, 1995, interim financial statements of the Bank dated the end
              of the most recent fiscal quarter for which financial statements
              are available, pro forma financial statements as to the Borrower,
              and forecasts prepared by management of the Bank, in form and
              substance satisfactory to the Lenders, of balance sheets, income
              statements and cash flow statements of the Bank on a quarterly
              basis for the term of the "Tranche A Revolving Credit Facility"
              under the Revolving Credit Facility;

                   (xiii) certified copies of (A) an amendment and restatement
              (each in form and substance satisfactory to the Lenders) of the
              voting trust agreement relating to the capital stock of the
              Borrower, the Borrower Parent, C&F Guarantor, Cigar Guarantor,
              Coleman Guarantor, Flavors Guarantor, New World Guarantor, FG
              Guarantor and First Gibraltar and (B) the Revolving Credit
              Agreement;

<PAGE>

                                       63

                   (xiv) copies of the Equity Contribution Agreement, duly
              executed by the Borrower and Borrower Parent, in substantially
              the form of Exhibit G and the First Gibraltar Loan Agreement,
              duly executed by First Gibraltar and Borrower Parent, in
              substantially the form of Exhibit H;

                   (xv) a letter, in form and substance satisfactory to the
              Administrative Agent, from Mafco to Ernst & Young, independent
              certified public accountants, advising such accountants that the
              Administrative Agent and the Lenders have relied upon the
              financial statements of Coleman, New World and MCG in determining
              whether to enter into the Loan Documents and have been authorized
              to exercise all rights of Mafco to require such accountants to
              disclose any and all financial statements and any other
              information of any kind that they may have with respect to such
              Persons and their Subsidiaries and directing such accountants to
              comply with any reasonable request of the Administrative Agent or
              any Lender for such information;

                   (xvi) a letter, in form and substance satisfactory to the
              Administrative Agent, from the Bank to KPMG Peat Marwick,
              independent certified public accountants, advising such
              accountants that the Administrative Agent and the Lenders have
              relied upon the financial statements of the Bank in determining
              whether to enter into the Loan Documents and have been authorized
              to exercise all rights of the Bank to require such accountants to
              disclose any and all financial statements and any other
              information of any kind that they may have with respect to the
              Bank and its Subsidiaries and directing such accountants to
              comply with any reasonable request of the Administrative Agent or
              any Lender for such information;

                   (xvii) favorable opinions of counsel to Mafco reasonably
              satisfactory to the Lenders, in form and substance reasonably
              satisfactory to the Lenders;

                   (xviii) a favorable opinion of Shearman & Sterling, counsel
              for the Administrative Agent, in form and substance reasonably
              satisfactory to the Administrative Agent; and

                   (xix) such other information, approvals, opinions or other
              documents as the Administrative Agent may reasonably request.

              SECTION 3.02. Conditions Precedent to the Tranche A Term
Borrowing. The obligation of each Lender to make its Tranche A Term Advance
shall be subject to the satisfaction of the following further conditions
precedent:

<PAGE>

                                       64

         (a)   The transactions contemplated by the News Corp. Contract shall
               have been consummated and Mafco and its Subsidiaries shall have
               received the News Corp. Preferred ADRs;

         (b)   A registration statement relating to the News Corp. Preferred
               ADRs that are pledged as Collateral and meeting the requirements
               set out in Section 5.8 of the News Corp. Contract shall be in
               effect;

         (c)   The terms of the proposed restructuring of the capital structure
               of Marvel and the proposed acquisition of Toy Biz shall be
               acceptable to the Tranche A Required Lenders (including
               Citibank);

         (d)   The Tranche A Required Lenders (including Citibank) shall be
               satisfied that (i) the requisite lenders in each of the Marvel
               bank lending syndicates shall have approved (to the extent
               required) the proposed restructuring of the capital structure of
               Marvel and the proposed acquisition of Toy Biz and (ii) the
               holders of the Debt of each of Marvel III Holdings Inc., Marvel
               (Parent) Holdings Inc. and Marvel Holdings Inc. shall have
               approved (to the extent required) the proposed restructuring of
               the capital structure of Marvel and the proposed acquisition of
               Toy Biz;

         (e)   Marvel shall have consummated the acquisition of Toy Biz in a
               manner acceptable to the Tranche A Required Lenders (including
               Citibank);

         (f)   (i) The Lenders shall be satisfied with all provisions and
               arrangements relating to the lien and security interest of the
               Collateral Agent in the New Marvel Shares and (ii) the
               Collateral Agent shall have received certificates representing
               the News Corp. Preferred ADRs pursuant to the terms of the New
               World Pledge Agreement, accompanied by undated stock powers
               executed in blank;

         (g)   The Revlon Inclusion Date shall have occurred; and

         (h)   The Borrower shall have delivered to the Administrative Agent an
               appropriately completed Federal Reserve Form U-1 for each
               Lender.

         SECTION 3.03. Conditions Precedent to the Tranche B Term Borrowings.
The obligation of each Lender to make a Tranche B Term Advance on the occasion
of each Tranche B Term Borrowing (including the initial Tranche B Term
Borrowing) shall be subject to the further condition precedent that (a) the
Tranche B Required Lenders (including Citibank) are satisfied with the proposed
use of the proceeds of such Tranche B Term

<PAGE>

                                       65

Borrowing and (b) in the case of the initial Tranche B Term Borrowing, the
Revlon Inclusion Date shall have occurred; provided, however, that if a Tranche
B Term Borrowing occurs on the same date as the Tranche A Term Borrowing, the
condition set forth in clause (a) shall be deemed to be satisfied if the
conditions set forth in Section 3.02 are satisfied or otherwise waived.

         SECTION 3.04. Conditions Precedent to Each Borrowing. The obligation
of each Lender to make an Advance on the occasion of each Borrowing (including
the initial Borrowing), shall be subject to the further conditions precedent
that on the date of such Borrowing (a) the following statements shall be true
(and each of the giving of the applicable Notice of Borrowing and the
acceptance by the Borrower of the proceeds of such Borrowing shall constitute a
representation and warranty by the Borrower that both on the date of such
notice and on the date of such Borrowing such statements are true):

              (i) The representations and warranties contained in the Loan
         Documents are correct in all material respects on and as of such date,
         before and after giving effect to such Borrowing and to the
         application of the proceeds therefrom, as though made on and as of
         such date, except to the extent such representations and warranties
         specifically relate to an earlier date, in which case such
         representations and warranties were true, correct and complete in all
         material respects on and as of such earlier date; and

              (ii) No event has occurred and is continuing, or would result
         from such Borrowing or issuance or from the application of the
         proceeds therefrom, which constitutes a Default,

and (b) the Administrative Agent shall have received such other certificates,
opinions and other documents as any Lender through the Administrative Agent may
reasonably request in order to confirm (i) the accuracy of the Borrower's
representations and warranties, (ii) the Borrower's timely compliance with the
terms, covenants and agreements set forth in this Agreement, and (iii) the
absence of any Default.

         SECTION 3.05. Determinations Under Section 3.01. For purposes of
determining compliance with the conditions specified in Section 3.01, each
Lender shall be deemed to have consented to, approved or accepted or to be
satisfied with each document or other matter required thereunder to be
consented to or approved by or acceptable or satisfactory to the Lenders unless
an officer of the Administrative Agent responsible for the transactions
contemplated by this Agreement shall have received notice from such Lender
prior to the initial Borrowing specifying its objection thereto and such Lender
shall not have made available to the Administrative Agent such Lender's ratable
portion of such Borrowing.

<PAGE>

                                       66

                                   ARTICLE IV

                         REPRESENTATIONS AND WARRANTIES

         SECTION 4.01. Representations and Warranties of the Borrower. The
Borrower represents and warrants as follows:

              (a) The Borrower (i) is a corporation duly organized, validly
         existing and in good standing under the laws of the jurisdiction of
         its incorporation, (ii) is duly qualified and in good standing as a
         foreign corporation in each other jurisdiction in which it owns or
         leases property or in which the conduct of its business requires it to
         so qualify or be licensed except where the failure to so qualify or be
         licensed would not have a Material Adverse Effect (with respect to
         clause (a) of the definition thereof, the term "Person" shall refer to
         the Borrower) and (iii) has all requisite corporate power and
         authority to own or lease and operate its properties and to carry on
         its business as now conducted and as proposed to be conducted. All of
         the outstanding capital stock of the Borrower has been validly issued,
         is fully paid and non-assessable and is owned by the Borrower Parent
         free and clear of all Liens except for the Liens created by the
         Collateral Documents.

              (b) Set forth on Schedule II hereto is a complete and accurate
         list relating to the Borrower, showing as of the date hereof the
         jurisdiction of its incorporation, the number of shares of each class
         of capital stock authorized, and the number outstanding, on the date
         hereof and the percentage of the outstanding shares of each such class
         owned (directly or indirectly) by Borrower Parent and the number of
         shares covered by all outstanding options, warrants, rights of
         conversion or purchase and similar rights at the date hereof.

              (c) The execution, delivery and performance by the Borrower of
         this Agreement, the Notes, each Loan Document and each Related
         Document to which it is or is to be a party and the consummation by
         the Borrower of the transactions contemplated hereby, are within the
         Borrower's corporate powers, have been duly authorized by all
         necessary corporate action, and do not (i) contravene the Borrower's
         charter or by-laws, (ii) violate any law (including, without
         limitation, the Exchange Act), rule, regulation (including, without
         limitation, Regulation X of the Board of Governors of the Federal
         Reserve System), order, writ, judgment, injunction, decree,
         determination or award, (iii) conflict with or result in the breach
         of, or constitute a default under, any loan agreement, contract,
         indenture, mortgage, deed of trust, lease or other instrument binding
         on or affecting any Loan Party, any of its Subsidiaries (other than
         any Subsidiaries of the Borrower) or any of its or their properties,
         the effect of which conflict, breach or default is reasonably likely
         to have a Material Adverse Effect (with respect to clause (a) of the
         definition thereof, the term "Person"

<PAGE>

                                      67

         shall refer to the Borrower) or (iv) except for the liens created by
         the Collateral Documents, the voting trust agreements (other than the
         voting trust agreements relating to the capital stock of FN Holdings
         and FN Parent) referred to in Sections 3.01(g)(xvi) and 3.02(i)(xv) of
         the Original Credit Agreement, the Amended and Restated Voting Trust
         Agreement dated as of December 16, 1996 among The Bank of New York,
         the Cigar Guarantor, C&F Guarantor and the Collateral Agent, the
         Amended and Restated Voting Trust Agreement dated as of December 16,
         1996 among The Bank of New York, the Flavors Guarantor, C&F Guarantor
         and the Collateral Agent, the Amended and Restated Voting Trust
         Agreement dated as of December 16, 1996 among Trans Network Insurance
         Services Inc., FG Guarantor, The Bank of New York and the Collateral
         Agent, the Second Amended and Restated Voting Trust Agreement dated as
         of December 16, 1996 among FG Guarantor, First Gibraltar, The Bank of
         New York and the Collateral Agent and the voting trust agreement to be
         entered into (on or prior to the Revlon Inclusion Date) by Revlon
         Finance Corporation, Revlon Guarantor, The Bank of New York and the
         Collateral Agent, result in or require the creation or imposition of
         any Lien upon or with respect to any of the properties of any Loan
         Party or any of its Subsidiaries (other than any Subsidiaries of the
         Borrower). The Borrower is not in violation of any such law, rule,
         regulation, order, writ, judgment, injunction, decree, determination
         or award or in breach of any such contract, loan agreement, indenture,
         mortgage, deed of trust, lease or other instrument, the violation or
         breach of which would be reasonably likely to have a Material Adverse
         Effect (with respect to clause (a) of the definition thereof, the term
         "Person" shall refer to the Borrower).

              (d) No authorization or approval or other action by, and no
         notice to or filing with, any governmental authority or regulatory
         body is required for (i) the due execution, delivery and performance
         by the Borrower of this Agreement or the Notes or any other Loan
         Document or any Related Document to which it is or is to be a party or
         for the consummation of the transactions contemplated hereby, (ii) the
         grant by the Borrower of the Liens granted by it pursuant to the
         Collateral Documents, (iii) the perfection or maintenance of the Liens
         created by the Collateral Documents (including the first priority
         nature thereof) or (iv) the exercise by the Administrative Agent or
         any Lender of its rights under the Loan Documents or the remedies in
         respect of the Collateral pursuant to the Collateral Documents, except
         for the filing of financing statements in accordance with Sections
         3.01 and 3.02 of the Original Credit Agreement, Section 3.01(f)(vii)
         and (viii) of the Second Credit Agreement, Section 3.01(f)(vii) of the
         Third Credit Agreement, Section 3.01(f)(ix) of the Existing Credit
         Agreement and the filing of amendments to financing statements in
         accordance with Section 3.01 of this Agreement and except as may be
         required in connection with the disposition of any portion of the
         Collateral by laws affecting the offering and sale of securities
         generally; provided, however, that no representation or warranty is
         made as to any consent of, authorization, approval or other action by,
         or notice to or filing

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                                       68

         with, any banking agency or regulatory body applicable to the
         Administrative Agent, the Collateral Agent, the Syndication Agent or
         the Documentation Agent.

              (e) This Agreement has been, and each of the Notes, each other
         Loan Document to which the Borrower is a party when delivered
         hereunder will have been, duly executed and delivered by the Borrower.
         This Agreement is, and each of the Notes and each other Loan Document
         to which the Borrower is a party when delivered hereunder will be, the
         legal, valid and binding obligations of the Borrower, enforceable
         against the Borrower in accordance with its terms, subject to
         applicable bankruptcy, insolvency, reorganization, moratorium or
         similar laws affecting the enforceability of creditor's rights
         generally.

              (f) The Consolidated and consolidating balance sheets of Marvel
         III and its Subsidiaries as at December 31, 1995, and the related
         Consolidated and consolidating statements of income and cash flows of
         Marvel III and its Subsidiaries for the fiscal year then ended,
         accompanied, in the case of the aforementioned Consolidated balance
         sheets and related Consolidated statements of income and cash flows,
         by an opinion of Ernst & Young, independent public accountants, and
         the Consolidated and consolidating balance sheets of Marvel III and
         its Subsidiaries as at September 30, 1996, and the related
         Consolidated and consolidating statements of income and cash flows of
         Marvel III and its Subsidiaries for the nine months then ended, duly
         certified by the chief financial officer of Marvel III, copies of
         which have been furnished to each Lender, fairly present, subject, in
         the case of said balance sheets as at September 30, 1996, and said
         statements of income and cash flows for the three months then ended,
         to year-end audit adjustments, the Consolidated and consolidating
         financial condition of Marvel III and its Subsidiaries as at such
         dates and the Consolidated and consolidating results of the operations
         of Marvel III and its Subsidiaries for the periods ended on such
         dates, all in accordance with generally accepted accounting principles
         applied on a consistent basis.

              (g) There is no pending or threatened action, proceeding,
         governmental investigation or arbitration affecting any Loan Party,
         the Bank or any of their Subsidiaries (other than any Subsidiary of
         the Borrower ) before any court, governmental agency or arbitrator,
         which is reasonably likely to have a Material Adverse Effect (with
         respect to clause (a) of the definition thereof, the term "Person"
         shall refer to such Loan Party or the Bank, as the case may be) or
         that purports to affect the legality, validity or enforceability of
         this Agreement, any Note, any other Loan Document or any Related
         Document or the consummation of the transactions contemplated hereby
         or thereby.

              (h) The Borrower is not engaged in the business of extending
         credit for the purpose of purchasing or carrying Margin Stock and no
         proceeds of any Advance will

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                                       69

         be used to purchase or carry any Margin Stock (other than the New
         Marvel Shares), or to extend credit to others for the purpose of
         purchasing or carrying any Margin Stock.

              (i) No proceeds of any Advance will be used to acquire any equity
         security of a class that is registered pursuant to Section 12 of the
         Exchange Act (other than the New Marvel Shares).

              (j) The Borrower and its ERISA Affiliates are in compliance in
         all material respects with the applicable provisions of ERISA and the
         Code with respect to each Plan thereof. No ERISA Event has occurred or
         is reasonably expected to occur with respect to any Plan of the
         Borrower or any of its ERISA Affiliates. The amount of all Unfunded
         Pension Liabilities under all Plans of the Borrower and its ERISA
         Affiliates does not exceed $60,000,000. None of the Borrower or any of
         its ERISA Affiliates has made contributions or incurred any Withdrawal
         Liability to any Multiemployer Plan within the past five years, and it
         is not reasonably expected that such contributions shall be made or
         required or that such liability shall be incurred in any such case in
         amounts or under circumstances that would be reasonably likely to
         result in a material liability to the Borrower or any of its ERISA
         Affiliates. Schedule B (Actuarial Information) to the 1995 annual
         report (Form 5500 Series) for each Plan of the Borrower and each of
         its ERISA Affiliates, copies of which have been filed with the
         Internal Revenue Service and furnished or made available to the
         Lenders, is complete and accurate in all material respects and fairly
         presents the funding status of such Plan, and since the date of such
         Schedule B there has been no material adverse change in such funding
         status. The obligations of the Borrower and its Subsidiaries for
         post-retirement benefits to be provided under Plans which are welfare
         benefit plans (as defined in Section 3(l) of ERISA) are not reasonably
         likely to have a Material Adverse Effect (in the case of clause (a) of
         the definition thereof, the term "Person" shall refer to the
         Borrower).

              (k) The operations and properties of the Borrower are in
         substantial compliance with all Environmental Laws, all necessary
         Environmental Permits have been obtained and are in effect for the
         operations and properties of the Borrower and the Borrower is in
         compliance with all such Environmental Permits, except, as to all of
         the above, where the failure to do so would not be reasonably likely
         to have a Material Adverse Effect (in the case of clause (a) of the
         definition thereof, the term "Person" shall refer to the Borrower);
         and no circumstances exist that are reasonably likely to (i) form the
         basis of an Environmental Action against the Borrower or any of its
         properties or (ii) cause any such property to be subject to any
         restrictions on ownership, occupancy, use or transferability under any
         Environmental Law that would, in the case of either (i) or (ii) above,
         be reasonably likely to have a Material

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                                       70

         Adverse Effect (in the case of clause (a) of the definition thereof,
         the term "Person" shall refer to the Borrower).

              (l) The Borrower has filed, has caused to be filed or has been
         included in all tax returns (Federal, state, local and foreign)
         required to be filed and has paid all taxes shown thereon to be due,
         together with applicable interest and penalties.

              (m) The Borrower is not an "investment company," or an
         "affiliated person" of, or "promoter" or "principal underwriter" for,
         an "investment company", as such terms are defined in the Investment
         Company Act of 1940, as amended. Neither the making of any Advances,
         nor the application of the proceeds or repayment thereof by the
         Borrower, nor the consummation of the other transactions contemplated
         hereby, will violate any provision of such Act or any rule, regulation
         or order of the Securities and Exchange Commission thereunder.

              (n) The Borrower is Solvent.

              (o) Set forth on Schedule III hereto is a complete and accurate
         list of all Debt (other than intercompany Debt, Debt under the Loan
         Documents and Debt under the Revolving Credit Agreement and the "Loan
         Documents" referred to therein) of the Borrower as of the date hereof,
         showing as of the date hereof the principal amount outstanding
         thereunder; and there is no other agreement, contract, loan agreement,
         indenture, mortgage, deed of trust, lease or other instrument binding
         on or affecting the Borrower that imposes any material Obligation or
         material restriction on the Borrower.

              (p) Set forth on Schedule IV hereto is a complete and accurate
         list of all Investments held by the Borrower as of the date hereof,
         showing as of the date hereof the amount, obligor or issuer and
         maturity, if any, thereof.

         SECTION 4.02. Representations and Warranties Applicable to Marvel.
During the Marvel Inclusion Period, the representations and warranties
contained in Section 4.01(g), (k), (l) and (m) and in the last sentence of
Section 4.01(c) shall be deemed to also cover Marvel and its Subsidiaries as if
such Persons were explicitly referred to in such Sections.

<PAGE>

                                       71


                                   ARTICLE V

                           COVENANTS OF THE BORROWER

         SECTION 5.01. Affirmative Covenants. So long as any Advance shall
remain unpaid or any Lender shall have any Commitment hereunder, the Borrower
will:

              (a) Compliance with Laws, Etc. Comply, and, during the Marvel
         Inclusion Period, cause Marvel and each of its Subsidiaries to comply,
         in all material respects with all applicable laws, rules, regulations
         and orders (such compliance to include, without limitation, paying
         before the same become delinquent all taxes, assessments and
         governmental charges imposed upon it or upon its property except to
         the extent contested in good faith), the failure to comply with which
         would, individually or in the aggregate, be reasonably likely to have
         a Material Adverse Effect (with respect to clause (a) of the
         definition thereof, the term "Person" shall refer to the Borrower).

              (b) Compliance with Environmental Laws. Comply and, during the
         Marvel Inclusion Period, cause Marvel and each of its Subsidiaries and
         all lessees and all other Persons occupying its properties to comply,
         in all material respects, with all Environmental Laws and
         Environmental Permits applicable to its operations and properties;
         obtain and renew all Environmental Permits necessary for its
         operations and properties; and conduct, and cause, during the Marvel
         Inclusion Period, Marvel and each of its Subsidiaries to conduct, any
         investigation, study, sampling and testing, and undertake any cleanup,
         removal, remedial or other action necessary to remove and clean up all
         Hazardous Materials from any of its properties, in accordance with the
         requirements of all Environmental Laws; provided, however, that the
         Borrower and, during the Marvel Inclusion Period, Marvel and its
         Subsidiaries shall not be required to undertake any such cleanup,
         removal, remedial or other action to the extent that its obligation to
         do so is being contested in good faith and by proper proceedings and
         appropriate reserves are being maintained with respect to such
         circumstances.

              (c) Maintenance of Insurance. Maintain, and, during the Marvel
         Inclusion Period, cause Marvel and each of its Subsidiaries to
         maintain, insurance with responsible and reputable insurance companies
         or associations in such amounts and covering such risks as is usually
         carried by companies engaged in similar businesses and owning similar
         properties in the same general areas in which the Borrower, Marvel or
         such Subsidiary operates.

              (d) Preservation of Corporate Existence, Etc. Preserve and
         maintain, and, during the Marvel Inclusion Period, cause Marvel to
         preserve and maintain, its

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                                       72

         corporate existence, rights (charter and statutory) and franchises;
         provided, however, that neither the Borrower nor Marvel shall be
         required to preserve any of its rights or franchises if the Board of
         Directors of the Borrower (or, in the case of Marvel, the executive
         committee of the Board of Directors of Marvel) shall determine that
         the preservation thereof is no longer desirable in the conduct of the
         business of the Borrower or Marvel, as the case may be, and that the
         loss thereof is not disadvantageous in any material respect to the
         Borrower, Marvel or the Lenders.

              (e) Visitation Rights. At any reasonable time and from time to
         time, upon reasonable prior notice permit the Administrative Agent or
         any of the Lenders or any agents or representatives thereof, to the
         extent reasonably requested to examine and make copies of and
         abstracts from the records and books of account of, and visit the
         properties of, the Borrower and, during the Marvel Inclusion Period,
         Marvel and its Subsidiaries, and to discuss the affairs, finances and
         accounts of the Borrower and, during the Marvel Inclusion Period,
         Marvel and its Subsidiaries with any of their officers or directors
         and with their independent certified public accountants.

              (f) Keeping of Books. Keep, and cause, during the Marvel
         Inclusion Period, Marvel and each of its Subsidiaries to keep, proper
         books of record and account, in which full and correct entries shall
         be made of all financial transactions and the assets and business of
         the Borrower, Marvel and each such Subsidiary to the extent necessary
         to permit the preparation of the financial statements required to be
         delivered hereunder.

              (g) Maintenance of Properties, Etc. Maintain and preserve, and
         cause, during the Marvel Inclusion Period, Marvel and each of its
         Subsidiaries to maintain and preserve, all of its properties that are
         used or useful in the conduct of its business in good working order
         and condition, ordinary wear and tear excepted.

              (h) Termination of Financing Statements. Upon the request of the
         Administrative Agent, and at the expense of the Borrower, within 10
         days after such request, furnish to the Administrative Agent proper
         termination statements on Form UCC-3 covering such financing
         statements as the Administrative Agent may reasonably request that
         were listed in the completed requests for information referred to in
         Section 3.01(h)(x)(4).

              (i) Collateral Account. Maintain the Borrower Collateral Account
         and the L/C Cash Collateral Account with Citibank pursuant to the
         terms of the Borrower Security Agreement.

              (j) Reporting Requirements. Furnish to the Lenders through the
         Administrative Agent:

<PAGE>

                                       73

                   (i) as soon as available and in any event within 50 days
              after the end of each of the first three quarters of each fiscal
              year of the Borrower, Consolidated balance sheets of the Borrower
              and its Subsidiaries as of the end of such quarter and
              Consolidated statements of earnings, cash flows and stockholders'
              equity of the Borrower and its Subsidiaries for the period
              commencing at the end of the previous fiscal year and ending with
              the end of such quarter, certified (subject to normal year-end
              audit adjustment and the absence of footnotes) on behalf of the
              Borrower by the chief financial officer of the Borrower;

                   (ii) as soon as available and in any event within 105 days
              after the end of each fiscal year of the Borrower, a copy of the
              annual audit report for such year for the Borrower and its
              Subsidiaries, containing financial statements for such year
              certified in a manner reasonably acceptable to the Marvel IV
              Required Lenders by Ernst & Young or other independent public
              accountants reasonably acceptable to the Marvel IV Required
              Lenders;

                   (iii) together with each delivery of financial statements
              pursuant to clauses (i) and (ii) above, a certificate executed on
              behalf of the Borrower by a senior officer of the Borrower
              stating that no Default has occurred and is continuing or, if a
              Default has occurred and is continuing, a statement as to the
              nature thereof and the action that the Borrower has taken and
              proposes to take with respect thereto;

                   (iv) as soon as possible and in any event within five days
              after knowledge of the occurrence of each Default continuing on
              the date of such statement, a statement executed on behalf of the
              Borrower by the chief financial officer of the Borrower setting
              forth details of such Default and the action which the Borrower
              has taken and proposes to take with respect thereto;

                   (v) as soon as available and in any event no later than
              February 1 of each fiscal year of the Bank, forecasts prepared by
              management of the Bank, in form satisfactory to the
              Administrative Agent, of balance sheets and income statements on
              a quarterly basis for the term of the Facilities;

                   (vi) promptly after the sending or filing thereof, copies of
              any filings and statements that the Borrower or any Subsidiary of
              the Borrower files with the Securities and Exchange Commission or
              any national securities exchange;

                   (vii) promptly and in any event within (A) thirty days after
              the Borrower knows or has reason to know that any ERISA Event
              with respect to the Borrower or any of its ERISA Affiliates has
              occurred, a statement

<PAGE>

                                       74

              describing such ERISA Event and the action, if any, that the
              Borrower or such ERISA Affiliate proposes to take with respect
              thereto, (B) thirty days either after receipt thereof by the
              Borrower or after the Borrower knows or has reason to know of the
              receipt thereof by any of its ERISA Affiliates from the sponsor
              of a Multiemployer Plan of the Borrower or any of its ERISA
              Affiliates, a copy of each notice received by any such Person
              concerning the imposition of Withdrawal Liability upon such
              Person, the reorganization or termination of such Multiemployer
              Plan, or the amount of the liability incurred, or that may be
              incurred, by the Borrower or any of its ERISA Affiliates in
              connection with any such event and (C) ten Business Days either
              after receipt thereof by the Borrower or after the Borrower knows
              or has reason to know of the receipt thereof by any of its ERISA
              Affiliates, copies of each notice from the PBGC stating its
              intention to terminate any Plan of the Borrower or any of its
              ERISA Affiliates or to have a trustee appointed to administer any
              such Plan, provided that in the case of any event described in
              clauses (A), (B) or (C) hereof, such event shall have a Material
              Adverse Effect (with respect to clause (a) of the definition
              thereof, the term "Person" shall refer to the Borrower);

                   (viii) in the event of any change in GAAP from the date of
              the annual financial statements referred to in Section 4.01(f)
              and upon delivery of any financial statement required to be
              furnished under clauses (i) or (ii) of this Section 5.01(j), a
              statement of reconciliation conforming any information contained
              in such financial statement with GAAP as in effect on the date of
              the annual financial statements referred to in Section 4.01(f);

                   (ix) promptly upon any officer of the Borrower obtaining
              knowledge thereof, written notice of (A) the institution or
              non-frivolous threat of any action, suit, proceeding,
              governmental investigation or arbitration against or affecting
              the Borrower or any of its Subsidiaries or any property of the
              Borrower or any of its Subsidiaries (any such action, suit,
              proceeding, investigation or arbitration being a "Proceeding") or
              (B) any material development in any Proceeding that is already
              pending, where such Proceeding or development has not previously
              been disclosed by the Borrower hereunder and would be reasonably
              likely to have a Material Adverse Effect (in the case of clause
              (a) of the definition of Material Adverse Effect, the term
              "Person" shall refer to the Borrower); together in each case with
              such other information as any Lender through the Administrative
              Agent may reasonably request to enable the Lenders and their
              counsel to evaluate such matters;

                   (x) promptly after the furnishing thereof, copies of any
              statement or report furnished to any other holder of the
              securities of the Borrower or,

<PAGE>

                                       75

              during the Marvel Inclusion Period, of Marvel or of any
              Subsidiary of Marvel pursuant to the terms of any indenture, loan
              or credit or similar agreement and not otherwise required to be
              furnished to the Lenders pursuant to any other clause of this
              Section 5.01(j);

                   (xi) promptly upon receipt thereof, copies of all notices,
              requests and other documents received by any Loan Party or any
              Subsidiary of any Loan Party under or pursuant to any Related
              Document and, from time to time upon request by the
              Administrative Agent, such information and reports regarding the
              Related Documents as the Administrative Agent may reasonably
              request;

                   (xii) within 10 days after receipt, copies of all Revenue
              Agent Reports (Internal Revenue Service Form 886), or other
              written proposals of the Internal Revenue Service, that propose,
              determine or otherwise set forth positive adjustments to the
              Federal income tax liability of the affiliated group (within the
              meaning of Section 1504(a)(1) of the Internal Revenue Code) of
              which the Borrower is a member aggregating $5,000,000 or more;

                   (xiii) promptly, and in any event within five Business Days
              after the due date (with extensions) for filing the final Federal
              income tax return in respect of each taxable year, a certificate
              of the Borrower (a "Tax Certificate"), signed on behalf of the
              Borrower by the President or the chief financial officer of the
              Borrower, stating that the common parent of the affiliated group
              (within the meaning of Section 1504(a)(1) of the Internal Revenue
              Code) of which the Borrower is a member has paid to the Internal
              Revenue Service or other taxing authority the full amount that
              such affiliated group is required to pay in respect of Federal
              income tax for such year;

                   (xiv) promptly after the occurrence thereof, notice of any
              condition or occurrence on any property of the Borrower or,
              during the Marvel Inclusion Period, Marvel or any Subsidiary of
              Marvel that results in a material noncompliance by the Borrower,
              Marvel or any of Marvel's Subsidiaries with any Environmental Law
              or Environmental Permit or would be reasonably likely to (i) form
              the basis of an Environmental Action against the Borrower, Marvel
              or any of Marvel's Subsidiaries or any such property that would
              be reasonably likely to have a Material Adverse Effect (in the
              case of clause (a) of the definition of Material Adverse Effect,
              the term "Person" shall refer to the Borrower) or (ii) cause any
              such property to be subject to any restrictions on ownership,
              occupancy, use or transferability under any Environmental Law or
              Environmental Permit or would be reasonably likely to (i) form
              the basis of an Environmental Action against the Borrower, Marvel
              or any of Marvel's

<PAGE>

                                       76

              Subsidiaries or such property that could have a Material Adverse
              Effect (in the case of clause (a) of the definition of Material
              Adverse Effect, the term "Person" shall refer to the Borrower);

                   (xv) promptly after any deposit in the Borrower Collateral
              Account, a certificate signed on behalf of the Borrower by the
              president or chief financial officer of the Borrower, stating the
              amount of such deposit and the source of the funds of such
              deposit, together with a schedule in form and substance
              reasonably satisfactory to the Administrative Agent setting forth
              in reasonable detail the computations and other information on
              which the amount and source of such deposit were determined; and

                   (xvi) such other information respecting the condition
              (financial or otherwise), operations, assets or business of the
              Borrower or any of its Subsidiaries as any Lender through the
              Administrative Agent may from time to time reasonably request.

              (k) Look-Forward Certificate. With respect to each deposit (other
         than of income or proceeds of Collateral Investments) to the
         Collateral Accounts (other than the Second Mafco Collateral Account
         and the L/C Cash Collateral Account), the Borrower shall, within 15
         Business Days prior to the date of such deposit or within five
         Business Days after the date of such deposit, deliver a certificate
         (the "Look- Forward Certificate") to the Administrative Agent stating
         that the pro forma amounts available to be loaned by First Gibraltar
         to Borrower Parent, together with amounts received by Mafco pursuant
         to or in connection with any Related Document, will not be less than
         $8 million in any calendar quarter and will not be insufficient to pay
         interest on the "Advances" then outstanding under the Revolving Credit
         Agreement, together with a schedule in form reasonably satisfactory to
         the Administrative Agent setting forth in reasonable detail the
         computations, assumptions and other information on which such
         certification is based) (taking into account, among other things, the
         Bank's performance to date, the quality of the Bank's assets and the
         presence of any agreement with the Bank's regulators including, but
         not limited to, an agreement relating to capital, asset quality,
         dividends or management); provided, however, that, notwithstanding the
         foregoing, if a Look-Forward Certificate has been delivered to the
         Administrative Agent within 90 days prior to a deposit in the Mafco
         Collateral Account of amounts paid under or in connection with any
         Related Document or Asset Sale, the Borrower may, instead of
         delivering a Look-Forward Certificate to the Administrative Agent,
         deliver a certificate (a "Deposit Certificate") to the Administrative
         Agent, within 15 Business Days prior to the date of such deposit or
         within five Business Days after the date of such deposit, stating that
         (x) there has been no adverse change in (1) the financial condition of
         each of the Bank and Mafco and its Subsidiaries, taken as a whole,
         since the date of the last Look-Forward

<PAGE>

                                       77

         Certificate that was delivered to the Administrative Agent or (2) the
         projections contained in such Look-Forward Certificate and (y) no
         event has occurred and is continuing which constitutes an Event of
         Default or would constitute an Event of Default but for the
         requirement that notice be given or time elapse or both.

              (l) Transactions with Affiliates. Conduct, and cause each of its
         Subsidiaries to conduct, all transactions otherwise permitted under
         the Loan Documents with any of their Affiliates (other than the
         Borrower or any of its Subsidiaries) on terms that are fair and
         reasonable and no less favorable to the Borrower or such Subsidiary
         than it would obtain in a comparable arm's-length transaction with a
         Person that is not an Affiliate; provided, however, that for purposes
         of this Section 5.01(l), the term "Affiliate" shall not include any
         officer or director of the Borrower or such Subsidiary, as the case
         may be, who does not possess directly or indirectly the power to vote
         5% or more of the Voting Stock of the Borrower or its Subsidiaries;
         provided further that nothing in this Section 5.01(l) shall restrict
         the performance by the parties to (i) the Tax Sharing Agreement dated
         as of April 22, 1993 between Mafco and Marvel Holdings Inc., (ii) the
         Tax Sharing Agreement dated as of October 20, 1993 between Mafco and
         Marvel (Parent) Holdings Inc. and (iii) the Amended and Restated Tax
         Sharing Agreement dated as of January 1, 1994 among Mafco, Marvel III
         Holdings Inc., Marvel and certain Subsidiaries of Marvel, in each
         case, as the same may be amended, modified or otherwise supplemented
         from time to time, of their respective obligations thereunder.

              (m) Mafco Tax Group. Maintain its status as a member of the
         affiliated group (within the meaning of Section 1504(a)(1) of the
         Code) of which Mafco is the common parent.

              (n) Net Cash Proceeds. Deposit all of the Net Cash Proceeds
         received by the Borrower from and after the Effective Date from Asset
         Sales (other than Net Cash Proceeds required to be applied to prepay
         or repay the Facilities or the Debt outstanding under the Revolving
         Credit Agreement) in the Mafco Collateral Account.

         SECTION 5.02. Negative Covenants. So long as any Advance shall remain
unpaid or any Lender shall have any Commitment hereunder, the Borrower will
not:

              (a) Liens, Etc. Create or suffer to exist any Lien, upon or with
         respect to any of its properties, whether now owned or hereafter
         acquired, or sign or file under the Uniform Commercial Code of any
         jurisdiction, a financing statement that names the Borrower as debtor
         or sign any security agreement authorizing any secured party
         thereunder to file such financing statement, or assign any right to
         receive income, other than the following Liens: (i) Liens created by
         the Loan Documents or the "Loan Documents" referred to in the
         Revolving Credit Agreement; (ii) the Liens

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                                       78

         described on Schedule V provided that in the event any property
         subject to any such Lien is released from such Lien, such released
         property may not thereafter be subjected to any Lien other than Liens
         created by the Loan Documents or the "Loan Documents" referred to in
         the Revolving Credit Agreement; (iii) mechanics', materialmen's,
         carriers' and similar Liens arising in the ordinary course of business
         securing obligations that are not overdue for a period of more than 30
         days or which are being contested in good faith and by proper
         proceedings and as to which appropriate reserves are being maintained;
         (iv) Liens for taxes, assessments and governmental charges or levies
         not yet due and payable or which are being contested in good faith and
         by proper proceedings and as to which appropriate reserves are being
         maintained; and (v) judgment or other similar Liens, provided that
         there shall be no period of more than 10 consecutive days during which
         a stay of enforcement of the related judgment shall not be in effect.

              (b) Lease Obligations. Create, incur, assume or suffer to exist
         any obligations as lessee (i) for the rental or hire of real or
         personal property in connection with any sale and leaseback
         transaction, or (ii) for the rental or hire of other real or personal
         property of any kind under leases or agreements to lease having an
         original term of one year or more.

              (c) Mergers, Etc. Merge into or consolidate with any Person or
         permit any Person to merge into it.

              (d) Sales, Etc. of Assets. Sell, lease, transfer or otherwise
         dispose of any assets or grant any option or other right to purchase,
         lease or otherwise acquire any assets except (i) dispositions of
         obsolete, worn out or surplus property disposed of in the ordinary
         course of business, (ii) a transfer of any Coleman Worldwide LYONS
         held by the Borrower to Coleman Worldwide and (iii) sales, leases,
         transfers or other dispositions of assets for cash and for no less
         than fair market value, provided that, in the case of an Asset Sale,
         the Borrower complies with the provisions of Section 5.01(o) in
         respect of the Net Cash Proceeds of such Asset Sale.

              (e) Dividends, Repurchases, Etc. Declare or pay any dividends,
         purchase, redeem, retire, defease or otherwise acquire for value any
         of its capital stock or any warrants, rights or options to acquire
         such capital stock, now or hereafter outstanding, return any capital
         to its stockholders as such, make any distribution of assets, capital
         stock, warrants, rights, options, obligations or securities to its
         stockholders as such, except that the Borrower may (i) declare and
         deliver dividends and distributions payable only in common stock or
         warrants, rights or options to acquire common stock, (ii) declare and
         pay cash dividends to its stockholders in an amount not to exceed the
         amount released by the Collateral Agent from the Borrower Collateral
         Account pursuant to the provisions of Section 7 of the Borrower
         Security Agreement

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                                       79

         or the proceeds of the Advances and the proceeds of borrowings under
         the Revolving Credit Agreement and (iii) declare and pay cash
         dividends to its stockholders in an amount not to exceed the Net Cash
         Proceeds received by Mafco and its Subsidiaries from Asset Sales on
         and after the Effective Date solely to permit the compliance by Mafco
         and its Subsidiaries with the requirements of Section 5.01(n) and
         Section 7(q) of the Mafco Guaranty.

              (f) Investments. Make or hold any Investment in any Person, other
         than (i) Investments by the Borrower and its Subsidiaries in Cash
         Equivalents, (ii) a loan by the Borrower to Mafco of up to
         $650,000,000 out of the proceeds of the Advances and the proceeds of
         borrowings under the Revolving Credit Agreement, (iii) Investments by
         the Borrower in Mafco or any of its Subsidiaries in an amount not to
         exceed the sum of the amount released by the Collateral Agent from the
         Borrower Collateral Account pursuant to the provisions of Section 7 of
         the Borrower Security Agreement plus the aggregate amount of any
         Investments in the Borrower made by Mafco or any of its Subsidiaries
         out of the proceeds from the amount released by the Collateral Agent
         from the Mafco Collateral Accounts pursuant to Section 7 of the Mafco
         Security Agreement, (iv) Investments existing on the date hereof, (v)
         contributions by the Borrower of common stock of Marvel to Marvel III
         Holdings Inc., Marvel Holdings Inc. or Marvel (Parent) Holdings Inc.,
         (vi) Investments by the Borrower in the Coleman Worldwide LYONS, (vii)
         Investments by the Borrower in the New Marvel Shares and (viii)
         Investments in Mafco in an amount not to exceed the Net Cash Proceeds
         received by Mafco and its Subsidiaries from Asset Sales on and after
         the Effective Date solely to permit the compliance by Mafco and its
         Subsidiaries with the requirements of Section 5.01(n) and Section 7(q)
         of the Mafco Guaranty.

              (g) Change in Nature of Business. Engage in any business other
         than the ownership of the capital stock of Marvel III Holdings Inc.

              (h) Accounting Changes. Make or permit any change in accounting
         policies affecting (i) the presentation of financial statements or
         (ii) reporting practices, except in either case as required or
         permitted by GAAP.

              (i) Debt. Create, incur, assume or suffer to exist any Debt other
         than: (i) Debt under the Loan Documents and under the Revolving Credit
         Agreement and the "Loan Documents" referred to therein and (ii)
         endorsement of negotiable instruments for deposit or collection or
         similar transactions in the ordinary course of business.

              (j) Charter Amendments. Amend its certificate of incorporation or
         bylaws except that the Borrower may change its name to Mafco Finance
         Corp.

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                                       80

              (k) Prepayments, Etc. of Debt. Prepay, redeem, purchase, defease
         or otherwise satisfy prior to the scheduled maturity thereof in any
         manner, or make any payment in violation of any subordination terms
         of, any Debt, other than the prepayment of the Advances in accordance
         with the terms of this Agreement, or amend, modify or change in any
         manner any term or condition of any Debt or any agreement relating to
         such Debt other than (i) mandatory and optional prepayments of the
         Debt under the Revolving Credit Agreement pursuant to the terms
         thereof, (ii) prepayments of Debt required by Section 7(q) of the
         Mafco Guaranty and (iii) amendments, modifications and changes to the
         terms and conditions of the Revolving Credit Agreement pursuant to its
         terms.

              (l) Negative Pledge. Enter into or suffer to exist any agreement
         prohibiting or conditioning the creation or assumption of any Lien
         upon any of its property or assets other than (i) in favor of the
         Administrative Agent and the Lenders, (ii) any prohibition or
         condition existing on the date hereof or (iii) any prohibition or
         condition contained in the Revolving Credit Agreement or the "Loan
         Documents" referred to therein.

              (m) Partnerships. Become a general partner in any general or
         limited partnership.

              (n) Capital Expenditures. Make any Capital Expenditures.

              (o) Issuance of Capital Stock. Issue any capital stock or
         warrants, rights or options to acquire such capital stock.

              (p) Payment Restrictions. Create or otherwise cause or suffer to
         exist or become effective any consensual encumbrance or restriction of
         any kind on the ability of the Borrower to (i) pay dividends or make
         any other distributions on any of the Borrower's capital stock, (ii)
         make loans or advances to Mafco or any subsidiary of Mafco or (iii)
         repay or prepay any Debt owed by the Borrower other than any (x)
         consensual encumbrances or restrictions existing on the date hereof
         and (y) other consensual encumbrances or restrictions that are no more
         onerous than those encumbrances and restrictions in existence on the
         date hereof with respect to the Borrower.

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                                       81

                                   ARTICLE VI

                               EVENTS OF DEFAULT

         SECTION 6.01. Events of Default. If any of the following events
("Events of Default") shall occur and be continuing:

              (a) The Borrower shall fail to pay any principal of, or interest
         on, any Advance or any fees payable to the Administrative Agent or any
         Lender hereunder, in each case when the same becomes due and payable,
         or any Loan Party shall fail to make any other payment hereunder
         within five Business Days after the same becomes due and payable; or

              (b) Any representation or warranty made by any Loan Party or any
         FN Party or under or in connection with any Loan Document or FN
         Document shall prove to have been incorrect in any material respect
         when made or confirmed; or

              (c) (i) The Borrower shall fail to perform or observe any term,
         covenant or agreement contained in Section 5.01(h), 5.01(i), 5.01(j),
         5.01(k), 5.01(m), 5.01(n), or 5.02, (ii) Mafco shall fail to perform
         or observe any term, covenant or agreement contained in Section 7(i),
         7(j), 7(l), 7(o), 7(p), 7(q) or 8 of the Mafco Guaranty, (iii) Coleman
         Guarantor shall fail to perform or observe any term, covenant or
         agreement contained in Section 7(i), 7(k), 7(m) or 8 of the Coleman
         Guaranty, (iv) Borrower Parent shall fail to perform or observe any
         term, covenant or agreement contained in Section 7(j) or 8 of the
         Borrower Parent Guaranty, (v) New World Guarantor shall fail to
         perform or observe any term, covenant or agreement contained in
         Section 7(h), 7(j), 7(k) or 8 of the New World Guaranty, (vii) C&F
         Guarantor shall fail to perform or observe any term, covenant or
         agreement contained in Section 7(h), 7(j), 7(k) or 8 of the C&F
         Guaranty, (vii) Cigar Guarantor shall fail to perform or observe any
         term, covenant or agreement contained in Section 7(h), 7(j), 7(k) or 8
         of the Cigar Guaranty, (viii) Flavors Guaranty shall fail to perform
         or observe any term, covenant or agreement contained in Section 7(h),
         7(j), 7(k) or 8 of the Flavors Guaranty, (ix) on and after the Revlon
         Inclusion Date, Revlon Guarantor shall fail to perform or observe any
         term, covenant or agreement contained in Section 7(h), 7(j) or 8 of
         the Revlon Guaranty or (x) any Loan Party shall fail to perform or
         observe any other term, covenant or agreement contained in any Loan
         Document on its part to be performed or observed if such failure shall
         remain unremedied for 30 days after written notice thereof shall have
         been given to the Borrower by the Administrative Agent or any Lender;
         or

              (d) (i) Any A Company, any Designated Operating Company or the
         Bank shall fail to pay any principal of or premium or interest on any
         Debt which is

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                                       82

         outstanding in a principal amount of at least $10,000,000 in the
         aggregate (but excluding Debt outstanding hereunder) of such A
         Company, such Designated Operating Company or the Bank (as the case
         may be), when the same becomes due and payable (whether by scheduled
         maturity, required prepayment, acceleration, demand or otherwise), and
         such failure shall continue after the applicable grace period, if any,
         specified in the agreement or instrument relating to such Debt; or
         (ii) any other event shall occur or condition shall exist (other than
         (x) during the period from the date hereof through June 30, 1997, the
         breach by Marvel of certain financial covenants for the fiscal quarter
         ended September 30, 1996, for the fiscal quarter ending December 31,
         1996, for the fiscal quarter ending March 31, 1997 and for the fiscal
         quarter ending June 30, 1997 under its senior bank credit agreements
         and (y) in the case of the Specified Holding Company Debt, any event
         or condition relating to Marvel, Marvel III Holdings Inc., Marvel
         (Parent) Holdings Inc. or Marvel Holdings Inc.) under any agreement or
         instrument relating to any such Debt and shall continue after the
         applicable grace period, if any, specified in such agreement or
         instrument, if the effect of such event or condition is to accelerate,
         or to permit the acceleration of, the maturity of such Debt; or (iii)
         any such Debt shall be declared to be due and payable, or required to
         be prepaid (other than by a regularly scheduled required prepayment),
         redeemed, purchased or defeased, or an offer to prepay, redeem,
         purchase or defease such Debt shall be required to be made, in each
         case prior to the stated maturity thereof; or (iv) in the case of any
         Specified Holding Company Debt, any event or condition relating to
         Marvel, Marvel III Holdings Inc., Marvel (Parent) Holdings Inc. or
         Marvel Holdings Inc. shall occur and shall continue after the
         applicable grace period, if any, specified in such agreement or
         instrument, if the effect of such event or condition is to accelerate
         the maturity of such Debt; or

              (e) Any A Company, any Designated Operating Company (other than
         Marvel) or the Bank shall generally not pay its debts as such debts
         become due, or shall admit in writing its inability to pay its debts
         generally, or shall make a general assignment for the benefit of
         creditors; or any proceeding shall be instituted by or against any A
         Company, any Designated Operating Company (other than Marvel) or any
         FN Party seeking to adjudicate it a bankrupt or insolvent, or seeking
         liquidation, winding up, reorganization, arrangement, adjustment,
         protection, relief, or composition of it or its debts under any law
         relating to bankruptcy, insolvency or reorganization or relief of
         debtors, or seeking the entry of an order for relief or the
         appointment of a receiver, trustee, custodian or other similar
         official for it or for any substantial part of its property and, in
         the case of any such proceeding instituted against it (but not
         instituted by it), either such proceeding shall remain undismissed or
         unstayed for a period of 45 days, or any of the actions sought in such
         proceeding (including, without limitation, the entry of an order for
         relief against, or the appointment of a receiver, trustee, custodian
         or other similar official for, it or for any substantial part of its
         property) shall occur; or any A Company, any Designated

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                                       83

         Operating Company (other than Marvel) or the Bank shall take any
         corporate action to authorize any of the actions set forth above in
         this Section 6.01(e); or

              (f) Any judgment or order for the payment of money in excess of
         $10,000,000 shall be rendered against any A Company, any Designated
         Operating Company or the Bank and there shall be any period of 10
         consecutive days during which a stay of enforcement of such judgment
         or order, by reason of a pending appeal or otherwise, shall not be in
         effect unless such judgment or order shall have been vacated,
         satisfied or dismissed or bonded pending appeal; provided, however,
         that any such judgment or order shall not be an Event of Default under
         this Section 6.01(f) if and for so long as (i) the entire amount of
         such judgment or order is covered by a valid and binding policy of
         insurance between the defendant and the insurer covering payment
         thereof and (ii) such insurer, which shall be rated at least "A" by
         A.M. Best Company, has been notified of, and has not disputed the
         claim made for payment of the amount of such judgment or order; or

              (g) Any non-monetary judgment or order shall be rendered against
         any A Company, any Designated Operating Company or the Bank that is
         reasonably likely to have a Material Adverse Effect (in the case of
         clause (a) of the definition thereof, the term "Person" shall refer to
         the Borrower) and there shall be any period of 10 consecutive days
         during which a stay of enforcement of such judgment or order, by
         reason of a pending appeal or otherwise, shall not be in effect unless
         such judgment or order shall have been vacated, satisfied, discharged
         or bonded pending appeal; or

              (h) Ronald O. Perelman (or in the event of his incompetence or
         death, his estate, heirs, executor, administrator, committee or other
         personal representative) shall cease to beneficially own (i) at least
         80% of the Voting Stock of any A Company, any Designated Operating
         Company (other than Marvel, New World and Revlon) or the Bank, (ii)
         during the Marvel Inclusion Period, at least a majority of the voting
         power of the Voting Stock of Marvel, (iii) prior to the consummation
         of the New World Acquisition, at least a majority of the voting power
         of the Voting Stock of New World or (iv) on and after the Revlon
         Inclusion Date, at least a majority of the voting power of the Voting
         Stock of Revlon, in each case other than as a result of an Asset Sale
         pursuant to which all of the common stock held by Mafco and its
         Subsidiaries in any A Company, any Designated Operating Company or the
         Bank (or, in any such case, in such Person's direct or indirect
         parent) is sold and the Net Cash Proceeds of such Asset Sale is
         applied in accordance with the terms of the Loan Documents and the
         "Loan Documents" referred to in the Revolving Credit Agreement; or

              (i) Any ERISA Event shall have occurred with respect to Mafco or
         any of its ERISA Affiliates and such ERISA Event, together with any
         and all other ERISA

<PAGE>

                                       84

         Events that shall have occurred with respect to Mafco or any of its
         ERISA Affiliates, is reasonably likely to have a Material Adverse
         Effect (with respect to clause (a) of the definition thereof, the term
         "Person" shall refer to Mafco); or

              (j) Mafco or any of its ERISA Affiliates shall have been notified
         by the sponsor of a Multiemployer Plan of the Borrower or any of its
         ERISA Affiliates that it has incurred Withdrawal Liability to such
         Multiemployer Plan in an amount that, when aggregated with all other
         amounts required to be paid to Multiemployer Plans by Mafco and its
         ERISA Affiliates as Withdrawal Liability (determined as of the date of
         such notification), exceeds $10,000,000 or requires payments exceeding
         $10,000,000 per annum; or

              (k) Mafco or any of its ERISA Affiliates shall have been notified
         by the sponsor of a Multiemployer Plan of the Borrower or any of its
         ERISA Affiliates that such Multiemployer Plan is in reorganization or
         is being terminated, within the meaning of Title IV of ERISA, and as a
         result of such reorganization or termination the aggregate annual
         contributions of Mafco and its ERISA Affiliates to all Multiemployer
         Plans that are then in reorganization or being terminated have been or
         will be increased over the amounts contributed to such Multiemployer
         Plans for the plan years of such Multiemployer Plans immediately
         preceding the plan year in which such reorganization or termination
         occurs by an amount exceeding $10,000,000; or

              (l) Any provision of any Loan Document, Related Document or FN
         Document after delivery thereof pursuant to the Original Credit
         Agreement, the Second Credit Agreement, the Third Credit Agreement,
         the Existing Credit Agreement, Section 3.01 hereof or pursuant to the
         definition of "Revlon Inclusion Date" shall for any reason cease
         (other than pursuant to the terms thereof) to be valid and binding on
         or enforceable against any party to it, or any party to any such
         document shall so state in writing; or

              (m) Any Collateral Document after delivery thereof pursuant to
         the Original Credit Agreement, the Second Credit Agreement, the Third
         Credit Agreement, the Existing Credit Agreement, Section 3.01 hereof
         or the definition of "Revlon Inclusion Date" shall for any reason
         (other than pursuant to the terms thereof) cease to create a valid and
         perfected first priority Lien on the Collateral purported to be
         covered thereby; or

              (n) Any provision of the FN Holdings Debt Document, the FN
         Holdings New Debt Document, the Second New FN Holdings Debt Document,
         the FN Holdings Preferred Stock or the FN Parent Debt Document shall
         be terminated, amended, waived or otherwise modified without the
         consent of the Marvel IV Required Lenders or any provision of the
         First Gibraltar Charter Document shall be

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                                       85

         amended or modified without the consent of the Marvel IV Required
         Lenders (other than as permitted by the terms of the Mafco Guaranty);
         or

              (o) The Bank fails to maintain the minimum capital and leverage
         ratios required as of the Effective Date for the Bank to be considered
         as a "well capitalized" "savings association" pursuant to 12 U.S.C.
         Section 1831o and 12 C.F.R. Section 565, as such Sections may be
         amended, reenacted or redesignated from time to time; or

              (p) (i) The common stock of any Designated Operating Company
         (other than New World, Marvel and Revlon) trading on the date hereof
         shall cease to be publicly traded on the New York Stock Exchange; (ii)
         at any time prior to the consummation of the New World Acquisition,
         the common stock of New World shall cease to be publicly traded on the
         New York Stock Exchange or the Nasdaq National Market System; (iii) at
         any time prior to the later to occur of the Term Credit Agreement
         Termination Date and the "Tranche B Termination Date" under the
         Revolving Credit Agreement, News Corp. Preferred ADRs shall cease to
         be publicly traded; (iv) during the Marvel Inclusion Period, the
         common stock of Marvel shall cease to be publicly traded on the New
         York Stock Exchange or the Nasdaq National Market System or (v) on and
         after the Revlon Inclusion Date, the common stock of Revlon shall
         cease to be publicly traded on the New York Stock Exchange;

              (q) Gerald J. Ford shall beneficially or legally own shares of
         the common stock of FN Holdings other than shares of the Class B
         Common Stock; or

              (r) Any Person party to the Related Documents shall fail to
         directly deposit in the Mafco Collateral Account (i) a payment to
         Mafco under any Related Document (which payment is required to be made
         and is permitted under each indenture and credit agreement to which
         such Person is a party) or (ii) a loan to Mafco of the proceeds of any
         payment received by such Person under any Related Document (which loan
         is required to be made and is permitted under each indenture and
         credit agreement to which such Person is a party) and such failure
         shall remain unremedied for three Business Days; or

              (s) (i) Mafco shall fail to furnish to the Administrative Agent
         and the Lenders on or prior to December 1, 1997, a business plan
         setting forth, in respect of all of the Debt of Mafco and its
         Subsidiaries (other than Debt of the Designated Operating Companies,
         the Bank, Revlon, Marvel, Marvel III Holdings Inc., Marvel (Parent)
         Holdings Inc., Marvel Holdings Inc., Meridian Sports Incorporated and
         their respective Subsidiaries) that is scheduled to come due during
         calendar year 1998 and 1999, the method by which all such Debt shall
         be repaid, prepaid, redeemed or refinanced on a timely basis,
         including without limitation, through Asset Sales,

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                                       86

         issuances of Debt, issuances of equity or contributions to capital, in
         each case in reasonable detail as to the identity of the assets to be
         sold, the issuer of the Debt or equity and such other details as the
         Marvel IV Required Lenders shall request or (ii) the Marvel IV
         Required Lenders shall not have approved the form and substance of
         such business plan on or prior to December 31, 1997;

then, and in any such event, the Administrative Agent (i) shall at the request,
or may with the consent, of the Required Lenders, by notice to the Borrower,
declare the Commitment of each Lender to make Advances to be terminated,
whereupon the same shall forthwith terminate, and (ii) shall at the request, or
may with the consent, of the Required Lenders, by notice to the Borrower,
declare the Notes, all interest thereon and all other amounts payable under
this Agreement to be forthwith due and payable, whereupon the Notes, all such
interest and all such amounts shall become and be forthwith due and payable,
without presentment, demand, protest or further notice of any kind, all of
which are hereby expressly waived by the Borrower; provided, however, that, in
the event of an actual or deemed entry of an order for relief with respect to
the Borrower under the Federal Bankruptcy Code, (A) the obligation of each
Lender to make Advances shall automatically be terminated and (B) the Notes,
all such interest and all such amounts shall automatically become and be due
and payable, without presentment, demand, protest or any notice of any kind,
all of which are hereby expressly waived by the Borrower.


                                  ARTICLE VII

               THE ADMINISTRATIVE AGENT AND THE COLLATERAL AGENT

         SECTION 7.01. Authorization and Action. Each Lender hereby appoints
and authorizes each of the Administrative Agent and the Collateral Agent to
take such action as agent on its behalf and to exercise such powers under this
Agreement and the other Loan Documents as are delegated to the Administrative
Agent and the Collateral Agent, as the case may be, by the terms hereof and
thereof, together with such powers as are reasonably incidental thereto. As to
any matters not expressly provided for by the Loan Documents (including,
without limitation, enforcement or collection of the Notes), each of the
Administrative Agent and the Collateral Agent shall not be required to exercise
any discretion or take any action, but shall be required to act or to refrain
from acting (and shall be fully protected in so acting or refraining from
acting) upon the instructions of the Required Lenders, and such instructions
shall be binding upon all Lenders and all holders of Notes; provided, however,
that neither the Administrative Agent nor the Collateral Agent shall be
required to take any action which exposes the Administrative Agent or the
Collateral Agent, as the case may be, to personal liability or which is
contrary to this Agreement or applicable law. Each of the Administrative Agent
and the Collateral Agent agrees to give to

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                                       87

each Lender prompt notice of each notice and other report given to it by the
Borrower pursuant to the terms of this Agreement.

         SECTION 7.02. Administrative Agent's and Collateral Agent's Reliance,
Etc. Neither the Administrative Agent nor the Collateral Agent nor any of their
respective directors, officers, agents or employees, shall be liable for any
action taken or omitted to be taken by it or them under or in connection with
the Loan Documents, except for its or their own gross negligence or willful
misconduct. Without limitation of the generality of the foregoing, each of the
Administrative Agent and the Collateral Agent: (i) may treat the payee of any
Note as the holder thereof until the Administrative Agent receives and accepts
an Assignment and Acceptance entered into by the Lender that is the payee of
such Note, as assignor, and an Eligible Assignee, as assignee, as provided in
Section 8.07; (ii) may consult with legal counsel (including counsel for the
Borrower), independent public accountants and other experts selected by it and
shall not be liable for any action taken or omitted to be taken in good faith
by it in accordance with the advice of such counsel, accountants or experts;
(iii) makes no warranty or representation to any Lender and shall not be
responsible to any Lender for any statements, warranties or representations
(whether written or oral) made in or in connection with the Loan Documents;
(iv) shall not have any duty to ascertain or to inquire as to the performance
or observance of any of the terms, covenants or conditions of the Loan
Documents on the part of the Borrower or to inspect the property (including the
books and records) of the Borrower; (v) shall not be responsible to any Lender
for the due execution, legality, validity, enforceability, genuineness,
sufficiency or value of, or the perfection or priority of any lien or security
interest created or purported to be created under or in connection with the
Loan Documents or any other instrument or document furnished pursuant hereto;
and (vi) shall incur no liability under or in respect of the Loan Documents by
acting upon any notice, consent, certificate or other instrument or writing
(which may be by telecopier, telegram, cable or telex) believed by it to be
genuine and signed or sent by the proper party or parties.

         SECTION 7.03. Citibank and Affiliates. With respect to its
Commitments, the Advances made by it and the Note issued to it, Citibank shall
have the same rights and powers under the Loan Documents as any other Lender
and may exercise the same as though it were not the Administrative Agent or the
Collateral Agent and the term "Lender" or "Lenders" shall, unless otherwise
expressly indicated, include Citibank hereunder in its individual capacity.
Citibank and its affiliates may accept deposits from, lend money to, act as
trustee under indentures of, accept investment banking engagements from and
generally engage in any kind of business with, the Borrower, any of its
Subsidiaries and any Person who may do business with or own securities of the
Borrower or any such Subsidiary, all as if Citibank were not the Administrative
Agent or the Collateral Agent and without any duty to account therefor to the
Lenders.

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                                       88

         SECTION 7.04. Lender Credit Decision. Each Lender acknowledges that it
has, independently and without reliance upon either the Administrative Agent or
the Collateral Agent or any other Lender and based on the financial statements
referred to in Section 4.01(f) and such other documents and information as it
has deemed appropriate, made its own credit analysis and decision to enter into
this Agreement. Each Lender also acknowledges that it will, independently and
without reliance upon the Administrative Agent, the Collateral Agent or any
other Lender and based on such documents and information as it shall deem
appropriate at the time, continue to make its own credit decisions in taking or
not taking action under this Agreement.

         SECTION 7.05. Indemnification. (a) Each Lender severally agrees to
indemnify each of the Administrative Agent and the Collateral Agent (in each
case to the extent not promptly reimbursed by the Borrower) from and against
such Lender's ratable share (determined as provided below) of any and all
liabilities, obligations, losses, damages, penalties, actions, judgments,
suits, costs, expenses or disbursements of any kind or nature whatsoever that
may be imposed on, incurred by, or asserted against the Administrative Agent or
the Collateral Agent, as the case may be, in any way relating to or arising out
of the Loan Documents or any action taken or omitted by the Administrative
Agent or the Collateral Agent, as the case may be, under the Loan Documents;
provided, however, that no Lender shall be liable for any portion of such
liabilities, obligations, losses, damages, penalties, actions, judgments,
suits, costs, expenses or disbursements resulting from the Administrative
Agent's or the Collateral Agent's gross negligence or willful misconduct.
Without limitation of the foregoing, each Lender agrees to reimburse the
Administrative Agent and the Collateral Agent promptly upon demand for its
ratable share of any costs and expenses (including, without limitation, fees
and expenses of counsel) payable by the Borrower under Section 8.04, to the
extent that the Administrative Agent or the Collateral Agent, as the case may
be, is not promptly reimbursed for such costs and expenses by the Borrower. For
purposes of this Section 7.05(a), the Lenders' respective ratable shares of any
amount shall be determined, at any time, according to the sum of (a) the
aggregate principal amount of the Advances outstanding at such time and owing
to the respective Lenders and (b) their respective unused Tranche A Term
Commitments and unused Tranche B Commitments at such time. In the event that
any Defaulted Advance shall be owing by any Defaulting Lender at any time, such
Lender's Commitment with respect to the Facility under which such Defaulted
Advance was required to have been made shall be considered to be unused for
purposes of this Section 7.05(a) to the extent of the amount of such Defaulted
Advance. The failure of any Lender to reimburse the Administrative Agent or the
Collateral Agent promptly upon demand for its ratable share of any amount
required to be paid by the Lender to the Administrative Agent or the Collateral
Agent, as the case may be, as provided herein shall not relieve any other
Lender of its obligation hereunder to reimburse the Administrative Agent or the
Collateral Agent, as the case may be, for its ratable share of such amount, but
no Lender shall be responsible for the failure of any other Lender to reimburse
the Administrative Agent or the Collateral Agent, as the case may be, for such

<PAGE>

                                       89

other Lender's ratable share of such amount. Without prejudice to the survival
of any other agreement of any Lender hereunder, the agreement and obligations
of each Lender contained in this Section 7.05(a) shall survive the payment in
full of principal, interest and all other amounts payable hereunder and under
the other Loan Documents.

         SECTION 7.06. Successor Administrative Agent and Collateral Agent.
Each of the Administrative Agent and the Collateral Agent may resign at any
time by giving written notice thereof to the Lenders and the Borrower and may
be removed at any time with or without cause by, in the case of the
Administrative Agent, the Required Lenders and, in the case of the Collateral
Agent, the Marvel IV Required Lenders. Upon any such resignation or removal,
the Required Lenders or the Marvel IV Required Lenders shall have the right to
appoint, with the consent of the Borrower, a successor Administrative Agent or
Collateral Agent, respectively, which shall be a Lender, or if no Lender
consents to act as Administrative Agent or Collateral Agent, as the case may
be, hereunder, an institution that would be permitted to be an Eligible
Assignee hereunder. If no successor Administrative Agent or Collateral Agent,
as the case may be, shall have been so appointed by the Required Lenders or the
Marvel IV Required Lenders, as the case may be, and shall have accepted such
appointment, within 30 days after the retiring Administrative Agent's or
Collateral Agent's giving of notice of resignation or the Required Lenders' or
the Marvel IV Required Lenders' removal of the retiring Administrative Agent or
Collateral Agent, then the retiring Administrative Agent, or Collateral Agent,
as the case may be, may, on behalf of the Lenders, appoint a successor
Administrative Agent or Collateral Agent, as the case may be, which shall be a
commercial bank that is acceptable to the Borrower (which shall not
unreasonably withhold its approval). Upon the acceptance of any appointment as
Administrative Agent or Collateral Agent, as the case may be, thereunder by a
successor Administrative Agent or Collateral Agent, as the case may be, such
successor Administrative Agent or Collateral Agent shall thereupon succeed to
and become vested with all the rights, powers, privileges and duties of the
retiring Administrative Agent or Collateral Agent, as the case may be, and the
retiring Administrative Agent or Collateral Agent, as the case may be, shall be
discharged from its duties and obligations under the Loan Documents. After any
retiring Administrative Agent's or Collateral Agent's resignation or removal
hereunder as Administrative Agent or Collateral Agent, the provisions of this
Article VII shall inure to its benefit as to any actions taken or omitted to be
taken by it while it was Administrative Agent or Collateral Agent, as the case
may be.

<PAGE>

                                       90

                                  ARTICLE VIII

                                 MISCELLANEOUS

         SECTION 8.01. Amendments, Etc. No amendment or waiver of any provision
of this Agreement or the Notes, nor consent to any departure by the Borrower
therefrom, shall in any event be effective unless the same shall be in writing
and signed by the Marvel IV Required Lenders, and then such waiver or consent
shall be effective only in the specific instance and for the specific purpose
for which given; provided, however, that no amendment, waiver or consent shall,
unless in writing and signed by each of the Lenders (other than any Lender
which is, at such time, a Defaulting Lender) and the Revolving Credit Agreement
Lenders (other than any Revolving Credit Agreement Lender which is, at such
time, a "Defaulting Lender" under the Revolving Credit Agreement), do any of
the following: (i) waive any of the conditions specified in Section 3.01 or
3.02, (ii) change the definition of the term " Marvel IV Required Lenders",
(iii) release any material portion of the Collateral or permit the creation,
incurrence, assumption or existence of any Lien on any material portion of the
Collateral other than (A) releases of any material portion of the Collateral or
the creation, incurrence, assumption or existence of any such Lien in
connection with Asset Sales (which shall include, for purposes of this Section
8.01, sales, monetizations or other disposals of the News Corp. Preferred ADRs
and the New Marvel Shares) the Net Cash Proceeds of which are applied as
contemplated by the Loan Documents and the "Loan Documents" under the Revolving
Credit Agreement, (B) releases of the News Corp. Preferred ADRs and New Marvel
Shares pursuant to the terms of the Loan Documents and the "Loan Documents"
under the Revolving Credit Agreement and (C) the Liens created by the
Collateral Documents and the Liens permitted by Section 5.02(a), Section 8(a)
of the Borrower Parent Guaranty, Section 8(a) of the Coleman Guaranty, Section
8(a) of the Mafco Guaranty, Section 8(a) of the C&F Guaranty, Section 8(a) of
the Cigar Guaranty, Section 8(a) of the Flavors Guaranty, Section 8(a) of the
New World Guaranty and Section 8(a) of the Revlon Guaranty, (iv) amend this
Section 8.01, (v) increase the Commitments of the Lenders or subject the
Lenders to any additional obligations, (vi) reduce the principal of, or
interest on, the Notes or any fees or other amounts payable hereunder or (vii)
postpone any date fixed for any mandatory reduction in the Commitments or for
any payment of principal of, or interest on, the Notes or any fees or other
amounts payable hereunder or amend Section 2.03 or 2.05(b) (other than Section
2.05(b)(viii)); provided further, that no change to the definition of the term
"Required Lenders" shall be made unless in writing and signed by each of the
Lenders (other than any Lender which is, at such times a Defaulting Lender)
provided, further that no amendment, waiver or consent shall, unless in writing
and signed by the Administrative Agent in addition to the Lenders and Revolving
Credit Agreement Lenders required above to take such action, affect the rights
or duties of the Administrative Agent under this Agreement or any Note;
provided further that no amendment, waiver or consent shall, unless in writing
and signed by the Collateral Agent in addition to the Lenders

<PAGE>

                                       91

and Revolving Credit Agreement Lenders required above to take such action,
affect the rights or duties of the Collateral Agent under this Agreement.

         SECTION 8.02. Notices, Etc. All notices and other communications
provided for hereunder shall be in writing (including telecopier, telegraphic,
telex or cable communication) and mailed, telecopied, telegraphed, telexed,
cabled or delivered, if to the Borrower, at its address at c/o MacAndrews and
Forbes Holdings Inc., 35 East 62nd Street, New York, New York 10021, Attention:
Secretary, if to any Financial Institution at its Domestic Lending Office on
Schedule I-A hereto; if to any other Lender, at the address specified in the
Assignment and Acceptance pursuant to which it became a Lender; and if to the
Administrative Agent or the Collateral Agent, at its address at 399 Park
Avenue, New York, New York 10043, Attention: ___________, or, as to the
Borrower, the Administrative Agent or the Collateral Agent, at such other
address as shall be designated by such party in a written notice to the other
parties and, as to each other party, at such other address as shall be
designated by such party in a written notice to the Borrower, the
Administrative Agent and the Collateral Agent. All such notices and
communications shall be effective (i) when received, if mailed or delivered or
telecopied (including machine acknowledgment), or (ii) when delivered to the
telegraph company, confirmed by telex answerback or delivered to the cable
company, respectively, except that notices and communications to the
Administrative Agent pursuant to Article II or VII shall not be effective until
received by the Administrative Agent.

         SECTION 8.03. No Waiver; Remedies. No failure on the part of any
Lender or the Administrative Agent or the Collateral Agent to exercise, and no
delay in exercising, any right hereunder or under any Note shall operate as a
waiver thereof; nor shall any single or partial exercise of any such right
preclude any other or further exercise thereof or the exercise of any other
right. The remedies herein provided are cumulative and not exclusive of any
remedies provided by law.

         SECTION 8.04. Costs; Expenses. (a) The Borrower agrees to pay on
demand all reasonable out-of-pocket costs and expenses of the Administrative
Agent and the Collateral Agent in connection with the preparation, execution,
delivery, administration, modification and amendment of the Loan Documents and
the other documents to be delivered hereunder (including, without limitation,
(A) all due diligence, transportation, computer, duplication, appraisal, audit
and insurance expenses and fees and expenses of consultants engaged with the
prior consent of the Borrower (which consent shall not be unreasonably
withheld) and (B) the reasonable fees and out-of-pocket expenses of counsel for
the Administrative Agent with respect thereto, with respect to advising the
Administrative Agent and the Collateral Agent as to their respective rights and
responsibilities, or the protection or preservation of rights or interests,
under the Loan Documents, with respect to negotiations with the Borrower or
with other creditors of the Borrower arising out of any Default or any events
or circumstances that may give rise to a Default and with respect to presenting
claims

<PAGE>

                                       92

in, monitoring or otherwise participating in any bankruptcy, insolvency or
other similar proceeding affecting creditors' rights generally and any
proceeding ancillary thereto). The Borrower further agrees to pay on demand all
reasonable out-of-pocket costs and expenses of the Administrative Agent, the
Collateral Agent and the Lenders in connection with the enforcement of the Loan
Documents and the other documents to be delivered hereunder, whether in action,
suit, litigation, any bankruptcy, insolvency or other similar proceeding
affecting creditors' rights generally or otherwise (including, without
limitation, the reasonable fees (including the allocated costs of internal
counsel) and reasonable expenses of counsel for the Administrative Agent, the
Collateral Agent and each Lender with respect thereto) and expenses in
connection with the enforcement of rights under this Section 8.04(a).

         (b) If any payment of principal of any Eurodollar Rate Advance is made
by the Borrower to or for the account of a Lender other than on the last day of
the Interest Period for such Advance, as a result of a payment or Conversion
pursuant to Section 2.09(c) or 2.10, acceleration of the maturity of the Notes
pursuant to Section 6.01 or for any other reason, the Borrower shall, upon
demand by such Lender (with a copy of such demand to the Administrative Agent),
pay to the Administrative Agent for the account of such Lender any amounts
required to compensate such Lender for any additional losses, costs or expenses
which it may reasonably incur as a result of such payment, including, without
limitation, any loss, cost or expense incurred by reason of the liquidation or
reemployment of deposits or other funds acquired by any Lender to fund or
maintain such Advance.

         (c) The Borrower agrees to indemnify and hold harmless the
Administrative Agent, the Collateral Agent, the Documentation Agent, the
Syndication Agent and each Lender and each of their affiliates and their
officers, directors, trustees, employees, agents and advisors (each, an
"Indemnified Party") from and against any and all claims, damages, losses,
liabilities and expenses (including, without limitation, reasonable fees and
expenses of counsel) that may be incurred by or asserted or awarded against any
Indemnified Party, in each case arising out of or in connection with or by
reason of (or in connection with the preparation for a defense of) any
investigation, litigation or proceeding arising out of, related to or in
connection with this Agreement and the transactions contemplated hereby,
whether or not an Indemnified Party is a party thereto, whether or not the
transactions contemplated hereby are consummated, whether or not any such
claim, investigation, litigation or proceeding is brought by the Borrower or
any other person and whether or not such Indemnified Party is a Lender at such
time) except (i) to the extent such claim, damage, loss, liability or expense
(x) is found in a final, non-appealable judgment by a court of competent
jurisdiction (a "Final Judgment") to have resulted from such Indemnified
Party's gross negligence or willful misconduct or (y) arises from any legal
proceedings commenced against any Lender by any other Lender (in its capacity
as such and not as Administrative Agent, Collateral Agent, Documentation Agent
or Syndication Agent), and (ii) in the case of any litigation brought by the
Borrower (A) seeking a judgment against any Indemnified Party for any wrongful
act or omission of such Indemnified Party and (B) in which a Final

<PAGE>

                                       93

Judgment is rendered in the Borrower's favor against such Indemnified Party,
the provisions of this paragraph will not be available to provide
indemnification for any damage, loss, liability or expense incurred by such
Indemnified Party in connection with such litigation described in clause (i) or
in connection with any claim for which Final Judgment is rendered in the
Borrower's favor in a litigation described in clause (ii) of this Section
8.04(c).

         SECTION 8.05. Right of Set-off. Upon (i) the occurrence and during the
continuance of any Event of Default and (ii) the making of the request or the
granting of the consent specified by Section 6.01 to authorize the
Administrative Agent to declare the Notes due and payable pursuant to the
provisions of Section 6.01, each Lender is hereby authorized at any time and
from time to time, to the fullest extent permitted by law, to set-off and apply
any and all deposits (general or special, time or demand, provisional or final)
at any time held and other indebtedness at any time owing by such Lender to or
for the credit or the account of the Borrower against any and all of the
obligations of the Borrower to such Lender now or hereafter existing under this
Agreement and the Note or Notes held by such Lender, whether or not such Lender
shall have made any demand under this Agreement or such Note or Notes and
although such obligations may be unmatured. Each Lender agrees promptly to
notify the Borrower after any such set-off and application shall be made by
such Lender, provided that the failure to give such notice shall not affect the
validity of such set-off and application; provided further that no Lender shall
exercise any such right of set-off or any other right of set-off without the
prior consent of the Administrative Agent. The rights of each Lender under this
Section 8.05 are in addition to other rights and remedies (including, without
limitation, other rights of set-off) which such Lender may have.

         SECTION 8.06. Binding Effect. This Agreement shall become effective
when it shall have been executed by the Borrower and the Administrative Agent
and when the Administrative Agent shall have been notified by each Financial
Institution that such Financial Institution has executed it and thereafter
shall be binding upon and inure to the benefit of the Borrower, the
Administrative Agent and each Lender and their respective successors and
assigns, except that the Borrower shall not have the right to assign its rights
hereunder or any interest herein without the prior written consent of the
Administrative Agent and the Required Lenders.

         SECTION 8.07. Assignments and Participations. (a) Each Lender may and,
if demanded by the Borrower pursuant to Section 2.14, will assign to one or
more banks or other entities all or a portion of its rights and obligations
under this Agreement (including, without limitation, all or a portion of its
Commitment, the Advances owing to it and the Note or Notes held by it);
provided, however, that (i) each such assignment shall be of a uniform, and not
a varying, percentage of all rights and obligations under and in respect of all
of the Facilities; (ii) the amount of the Commitment of the assigning Lender
being assigned pursuant to each such assignment (determined as of the date of
the Assignment and Acceptance with respect to such assignment) shall in no
event be less than $5,000,000 and

<PAGE>

                                       94

shall be an integral multiple of $1,000,000 in excess thereof, or shall be an
assignment to another Lender or an assignment of all of the assigning Lender's
rights and obligations hereunder and under the Notes, (iii) each such
assignment shall be to another Lender, an Affiliate of the assigning Lender or
to an Eligible Assignee, (iv) each such assignment made as a result of a demand
by the Borrower pursuant to Section 2.14 shall be arranged by the Borrower
after consultation with the Administrative Agent and shall be either an
assignment of all of the rights and obligations of the assigning Lender under
this Agreement or an assignment of a portion of such rights and obligations
made concurrently with another such assignment or other such assignments that
together cover all of the rights and obligations of the assigning Lender under
this Agreement, (v) no Lender shall be obligated to make any such assignment as
a result of a demand by the Borrower pursuant to Section 2.14 unless and until
such Lender shall have received one or more payments from either the Borrower
or one or more Eligible Assignees in an aggregate amount at least equal to the
aggregate outstanding principal amount of the Advances owing to such Lender,
together with accrued interest thereon to the date of payment of such principal
amount and all other amounts payable to such Lender under this Agreement, (vi)
the parties to each such assignment shall execute and deliver to the
Administrative Agent, for its acceptance and recording in the Register, an
Assignment and Acceptance, together with any Note or Notes subject to such
assignment and a processing and recordation fee of $3,000 from the assignee and
(vii) no such assignments shall be permitted without the consent of the
Administrative Agent and the Borrower (such consent not to be unreasonably
withheld). Upon such execution, delivery, acceptance and recording, from and
after the effective date specified in each Assignment and Acceptance, (x) the
assignee thereunder shall be a party hereto and, to the extent that rights and
obligations hereunder have been assigned to it pursuant to such Assignment and
Acceptance, have the rights and obligations of a Lender hereunder and (y) the
Lender assignor thereunder shall, to the extent that rights and obligations
hereunder have been assigned by it pursuant to such Assignment and Acceptance,
relinquish its rights and be released from its obligations under this Agreement
(and, in the case of an Assignment and Acceptance covering all or the remaining
portion of an assigning Lender's rights and obligations under this Agreement,
such Lender shall cease to be a party hereto).

         (b) By executing and delivering an Assignment and Acceptance, the
Lender assignor thereunder and the assignee thereunder confirm to and agree
with each other and the other parties hereto as follows: (i) other than as
provided in such Assignment and Acceptance, such assigning Lender makes no
representation or warranty and assumes no responsibility with respect to any
statements, warranties or representations made in or in connection with this
Agreement or the execution, legality, validity, enforceability, genuineness,
sufficiency or value of this Agreement or any other instrument or document
furnished pursuant hereto; (ii) such assigning Lender makes no representation
or warranty and assumes no responsibility with respect to the financial
condition of the Borrower or the performance or observance by the Borrower of
any of its obligations under this Agreement or any other instrument or document
furnished pursuant hereto; (iii) such assignee confirms

<PAGE>

                                       95

that it has received a copy of this Agreement, together with copies of the
financial statements referred to in Section 4.01(f) and such other documents
and information as it has deemed appropriate to make its own credit analysis
and decision to enter into such Assignment and Acceptance; (iv) such assignee
will, independently and without reliance upon the Administrative Agent, the
Collateral Agent, such assigning Lender or any other Lender and based on such
documents and information as it shall deem appropriate at the time, continue to
make its own credit decisions in taking or not taking action under this
Agreement; (v) such assignee confirms that it is an Eligible Assignee; (vi)
such assignee appoints and authorizes each of the Administrative Agent and the
Collateral Agent to take such action as agent on its behalf and to exercise
such powers under this Agreement as are delegated to the Administrative Agent
or the Collateral Agent, as the case may be, by the terms hereof, together with
such powers as are reasonably incidental thereto; and (vii) such assignee
agrees that it will perform in accordance with their terms all of the
obligations which by the terms of this Agreement are required to be performed
by it as a Lender.

         (c) The Administrative Agent shall maintain at its address referred to
in Section 8.02 a copy of each Assignment and Acceptance delivered to and
accepted by it and a register for the recordation of the names and addresses of
the Lenders and the Commitment of, and principal amount of the Advances owing
under each Facility to, each Lender from time to time (the "Register"). The
entries in the Register shall be conclusive and binding for all purposes,
absent manifest error, and the Borrower, the Administrative Agent, and the
Lenders may treat each Person whose name is recorded in the Register as a
Lender hereunder for all purposes of this Agreement. The Register shall be
available for inspection by the Borrower or any Lender at any reasonable time
and from time to time upon reasonable prior notice.

         (d) Upon its receipt of an Assignment and Acceptance executed by an
assigning Lender and an assignee representing that it is an Eligible Assignee,
together with any Note or Notes subject to such assignment, the Administrative
Agent shall, if such Assignment and Acceptance has been completed and is in
substantially the form of Exhibit C hereto, (i) accept such Assignment and
Acceptance, (ii) record the information contained therein in the Register and
(iii) give prompt notice thereof to the Borrower. Within five Business Days
after its receipt of such notice, the Borrower, at its own expense, shall
execute and deliver to the Administrative Agent in exchange for the surrendered
Note or Notes a new Note or Notes to the order of such Eligible Assignee in an
amount equal to the Commitment assumed by it under a Facility pursuant to such
Assignment and Acceptance and, if the assigning Lender has retained a
Commitment hereunder under such Facility, a new Note to the order of the
assigning Lender in an amount equal to such Commitment retained by it
hereunder. Such new Note or Notes shall be in an aggregate principal amount
equal to the aggregate principal amount of such surrendered Note or Notes,
shall be dated the effective date of such Assignment and Acceptance and shall
otherwise be in substantially the form of Exhibit A-1 or A-2, as appropriate.

<PAGE>

                                       96

         (e) Each Lender may sell participations to one or more banks or other
entities in or to all or a portion of its rights and obligations under this
Agreement (including, without limitation, all or a portion of its Commitment,
the Advances owing to it and the Note or Notes held by it); provided, however,
that (i) such Lender's obligations under this Agreement (including, without
limitation, its Commitment to the Borrower hereunder) shall remain unchanged,
(ii) such Lender shall remain solely responsible to the other parties hereto
for the performance of such obligations, (iii) such Lender shall remain the
holder of any such Note for all purposes of this Agreement, (iv) the Borrower,
the Administrative Agent, the Collateral Agent and the other Lenders shall
continue to deal solely and directly with such Lender in connection with such
Lender's rights and obligations under this Agreement and (v) no participant
under any such participation shall have any right to approve any amendment or
waiver of any provision of any Loan Document, or any consent to any departure
by the Borrower therefrom, except to the extent that such amendment, waiver or
consent would reduce or postpone any date fixed for payment of principal of, or
interest on, the Notes or any fees or other amounts payable hereunder, in each
case to the extent subject to such participation.

         (f) Any Lender may, in connection with any assignment or participation
or proposed assignment or participation pursuant to this Section 8.07, disclose
to the assignee or participant or proposed assignee or participant, any
information relating to the Borrower furnished to such Lender by or on behalf
of the Borrower; provided that, prior to any such disclosure, the assignee or
participant or proposed assignee or participant shall agree pursuant to an
agreement substantially in the form of Exhibit I to preserve the
confidentiality of any confidential information relating to the Borrower
received by it from such Lender.

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

         SECTION 8.08. Governing Law; Submission to Jurisdiction. (a) This
Agreement and the Notes shall be governed by, and construed in accordance with,
the laws of the State of New York.

         (b) The Borrower hereby irrevocably and unconditionally submits, for
itself and its property, to the nonexclusive jurisdiction of any New York State
court or Federal court of the United States of America sitting in New York
City, and any appellate court thereof, in any action or proceeding arising out
of or relating to this Agreement, or for recognition or enforcement of any
judgment, and each of the parties hereto hereby irrevocably and unconditionally
agrees that all claims in respect of any such action or proceeding may be heard
and determined in such New York State or, to the extent permitted

<PAGE>

                                       97

by law, in such Federal court. Each of the parties hereto agrees that a final
judgment in any such action or proceeding shall be conclusive and may be
enforced in other jurisdictions by suit on the judgment or in any other manner
provided by law. Subject to the foregoing and to paragraph (c) below, nothing
in this Agreement shall affect any right that any party hereto may otherwise
have to bring any action or proceeding relating to this Agreement against any
other party hereto in the courts of any jurisdiction.

         (c) The Borrower hereby irrevocably and unconditionally waives, to the
fullest extent it may legally and effectively do so, any objection which it may
now or hereafter have to the laying of venue of any suit, action or proceeding
arising out of or relating to this Agreement in any New York State or Federal
court and the defense of an inconvenient forum to the maintenance of such
action or proceeding in any such court.

         (d) The Borrower agrees that service of process may be made on the
Borrower by personal service of a copy of the summons and complaint or other
legal process in any such suit, action or proceeding, or by registered or
certified mail (postage prepaid) to the address of the Borrower specified in
Section 8.02, or by any other method of service provided for under the
applicable laws in effect in the State of New York.

         SECTION 8.09. Execution in Counterparts. This Agreement may be
executed in any number of counterparts and by different parties hereto in
separate counterparts, each of which when so executed shall be deemed to be an
original and all of which taken together shall constitute one and the same
agreement. Delivery of an executed counterpart of a signature page to this
Agreement by telecopier shall be effective as delivery of a manually executed
counterpart of this Agreement.

         SECTION 8.10. WAIVER OF JURY TRIAL. EACH OF THE BORROWER, THE
ADMINISTRATIVE AGENT, THE COLLATERAL AGENT, THE DOCUMENTATION AGENT, THE
SYNDICATION AGENT AND THE LENDERS IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY
IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR
OTHERWISE) ARISING OUT OF OR RELATING TO ANY OF THE LOAN DOCUMENTS, THE
ADVANCES OR THE ACTIONS OF THE ADMINISTRATIVE AGENT, THE COLLATERAL AGENT, THE
DOCUMENTATION AGENT, THE

<PAGE>

SYNDICATION AGENT OR ANY LENDER IN THE NEGOTIATION,
ADMINISTRATION, PERFORMANCE OR ENFORCEMENT THEREOF.

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

                                       MARVEL IV HOLDINGS INC.


                                       By /s/ Glenn P. Dickes
                                         ---------------------------------
                                         Name:  Glenn P. Dickes
                                         Title: Vice President and Secretary

                                       CITIBANK, N.A.,
                                         as Administrative Agent and 
                                         Collateral Agent


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

                                       NATIONSBANC CAPITAL MARKETS, INC.,
                                         as Documentation Agent


                                       By
                                         ---------------------------------
                                         as Documentation Agent

                                       CREDIT SUISSE,
                                         as Syndication Agent


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


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

<PAGE>

SYNDICATION AGENT OR ANY LENDER IN THE NEGOTIATION,
ADMINISTRATION, PERFORMANCE OR ENFORCEMENT THEREOF.

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

                                       MARVEL IV HOLDINGS INC.


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

                                       CITIBANK, N.A.,
                                         as Administrative Agent and 
                                         Collateral Agent


                                       By /s/ James Buchanan
                                         ---------------------------------
                                         Name:  James Buchanan
                                         Title:

                                       NATIONSBANC CAPITAL MARKETS, INC.,
                                         as Documentation Agent


                                       By
                                         ---------------------------------
                                         as Documentation Agent

                                       CREDIT SUISSE,
                                         as Syndication Agent


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


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

<PAGE>

SYNDICATION AGENT OR ANY LENDER IN THE NEGOTIATION,
ADMINISTRATION, PERFORMANCE OR ENFORCEMENT THEREOF.

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

                                       MARVEL IV HOLDINGS INC.


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

                                       CITIBANK, N.A.,
                                         as Administrative Agent and 
                                         Collateral Agent


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

                                       NATIONSBANC CAPITAL MARKETS, INC.,
                                         as Documentation Agent


                                       By /s/ Margaret Flanagan
                                         ---------------------------------
                                         as Documentation Agent

                                       CREDIT SUISSE,
                                         as Syndication Agent


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


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

<PAGE>

SYNDICATION AGENT OR ANY LENDER IN THE NEGOTIATION,
ADMINISTRATION, PERFORMANCE OR ENFORCEMENT THEREOF.

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

                                       MARVEL IV HOLDINGS INC.


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

                                       CITIBANK, N.A.,
                                         as Administrative Agent and 
                                         Collateral Agent


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

                                       NATIONSBANC CAPITAL MARKETS, INC.,
                                         as Documentation Agent


                                       By
                                         ---------------------------------
                                         as Documentation Agent

                                       CREDIT SUISSE,
                                         as Syndication Agent


                                       By /s/ Joel Glodowski
                                         ---------------------------------
                                         Name:  Joel Glodowski
                                         Title: Member of Senior Management


                                       By /s/ Chris T. Horgan
                                         ---------------------------------
                                         Name:  Chris T. Horgan
                                         Title: Associate

<PAGE>

                                       BANK OF AMERICA ILLINOIS,
                                         as Managing Agent


                                       By /s/ L. Dustin Vincent, III
                                         ---------------------------------
                                         Name:  L. Dustin Vincent, III
                                         Title: Managing Director

                                       ING (U.S.) CAPITAL CORPORATION,
                                         as Managing Agent


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

                                       SALOMON BROTHERS HOLDING COMPANY
                                         INC, as Managing Agent


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

                                       THE BANK OF NEW YORK,
                                         as Managing Agent


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

                                       THE FUJI BANK, LIMITED,
                                         as Managing Agent


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

<PAGE>

                                       BANK OF AMERICA ILLINOIS,
                                         as Managing Agent


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

                                       ING (U.S.) CAPITAL CORPORATION,
                                         as Managing Agent


                                       By /s/ Kunduck Moon
                                         ---------------------------------
                                         Name:  Kunduck Moon
                                         Title: Managing Director

                                       SALOMON BROTHERS HOLDING COMPANY
                                         INC, as Managing Agent


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

                                       THE BANK OF NEW YORK,
                                         as Managing Agent


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

                                       THE FUJI BANK, LIMITED,
                                         as Managing Agent


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

<PAGE>

                                       BANK OF AMERICA ILLINOIS,
                                         as Managing Agent


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

                                       ING (U.S.) CAPITAL CORPORATION,
                                         as Managing Agent


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

                                       SALOMON BROTHERS HOLDING COMPANY
                                         INC, as Managing Agent


                                       By  /s/
                                         ---------------------------------
                                         Name:
                                         Title:

                                       THE BANK OF NEW YORK,
                                         as Managing Agent


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

                                       THE FUJI BANK, LIMITED,
                                         as Managing Agent


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

<PAGE>

                                       BANK OF AMERICA ILLINOIS,
                                         as Managing Agent


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

                                       ING (U.S.) CAPITAL CORPORATION,
                                         as Managing Agent


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

                                       SALOMON BROTHERS HOLDING COMPANY
                                         INC, as Managing Agent


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

                                       THE BANK OF NEW YORK,
                                         as Managing Agent


                                       By /s/ Catherine G. Goff
                                         ---------------------------------
                                         Name:  Catherine G. Goff
                                         Title: ASP

                                       THE FUJI BANK, LIMITED,
                                         as Managing Agent


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

<PAGE>

                                       BANK OF AMERICA ILLINOIS,
                                         as Managing Agent


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

                                       ING (U.S.) CAPITAL CORPORATION,
                                         as Managing Agent


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

                                       SALOMON BROTHERS HOLDING COMPANY
                                         INC, as Managing Agent


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

                                       THE BANK OF NEW YORK,
                                         as Managing Agent


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

                                       THE FUJI BANK, LIMITED,
                                         as Managing Agent


                                       By /s/ Teiji Teramoto
                                         ---------------------------------
                                         Name:  Teiji Teramoto
                                         Title: Vice President & Manager

<PAGE>

                                       FINANCIAL INSTITUTIONS
                                       ----------------------

                                       BANK OF AMERICA ILLINOIS


                                       By /s/ L. Dustin Vincent, III
                                         ---------------------------------
                                         Name:  L. Dustin Vincent, III
                                         Title: Managing Director

                                       CITIBANK, N.A.


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

                                       CREDIT LYONNAIS NEW YORK BRANCH


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

                                       CREDIT SUISSE


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


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

                                       ING (U.S.) CAPITAL CORPORATION


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

<PAGE>

                                       FINANCIAL INSTITUTIONS
                                       ----------------------

                                       BANK OF AMERICA ILLINOIS


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

                                       CITIBANK, N.A.


                                       By /s/ James Buchanan
                                         ---------------------------------
                                         Name:  James Buchanan
                                         Title: Attorney-In-Fact

                                       CREDIT LYONNAIS NEW YORK BRANCH


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

                                       CREDIT SUISSE


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


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

                                       ING (U.S.) CAPITAL CORPORATION


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

<PAGE>
                                       FINANCIAL INSTITUTIONS
                                       ----------------------

                                       BANK OF AMERICA ILLINOIS


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

                                       CITIBANK, N.A.


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

                                       CREDIT LYONNAIS NEW YORK BRANCH


                                       By /s/ W. Michael George
                                         ---------------------------------
                                         Name:  W. Michael George
                                         Title: Vice President

                                       CREDIT SUISSE


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


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

                                       ING (U.S.) CAPITAL CORPORATION


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

<PAGE>

                                       FINANCIAL INSTITUTIONS
                                       ----------------------

                                       BANK OF AMERICA ILLINOIS


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

                                       CITIBANK, N.A.


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

                                       CREDIT LYONNAIS NEW YORK BRANCH


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

                                       CREDIT SUISSE


                                       By /s/ Joel Glodowski
                                         ---------------------------------
                                         Name:  Joel Glodowski
                                         Title: Member of Senior Management


                                       By /s/ Chris T. Horgan
                                         ---------------------------------
                                         Name:  Chris T. Horgan
                                         Title: Associate

                                       ING (U.S.) CAPITAL CORPORATION


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

<PAGE>

                                       FINANCIAL INSTITUTIONS
                                       ----------------------

                                       BANK OF AMERICA ILLINOIS


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

                                       CITIBANK, N.A.


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

                                       CREDIT LYONNAIS NEW YORK BRANCH


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

                                       CREDIT SUISSE


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


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

                                       ING (U.S.) CAPITAL CORPORATION


                                       By /s/ Kunduck Moon
                                         ---------------------------------
                                         Name:  Kunduck Moon
                                         Title: Managing Director

<PAGE>

                                       NATIONSBANK, N.A.


                                       By /s/ Margaret Flanagan
                                         ---------------------------------
                                         Name: Margaret Flanagan
                                         Title: Associate

                                       PILGRIM AMERICA PRIME RATE TRUST


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

                                       SALOMON BROTHERS HOLDING
                                         COMPANY INC


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


                                       THE BANK OF NEW YORK


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

                                       THE CHASE MANHATTAN BANK


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

                                       THE FIRST NATIONAL BANK OF BOSTON


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


<PAGE>

                                       NATIONSBANK, N.A.


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

                                       PILGRIM AMERICA PRIME RATE TRUST


                                       By /s/ Howard Tiffen
                                         ---------------------------------
                                         Name:  Howard Tiffen
                                         Title: Senior Vice President

                                       SALOMON BROTHERS HOLDING
                                         COMPANY INC


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


                                       THE BANK OF NEW YORK


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

                                       THE CHASE MANHATTAN BANK


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

                                       THE FIRST NATIONAL BANK OF BOSTON


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

<PAGE>

                                       NATIONSBANK, N.A.


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

                                       PILGRIM AMERICA PRIME RATE TRUST


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

                                       SALOMON BROTHERS HOLDING
                                         COMPANY INC


                                       By /s/ ???????
                                         ---------------------------------
                                         Name:
                                         Title:


                                       THE BANK OF NEW YORK


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

                                       THE CHASE MANHATTAN BANK


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

                                       THE FIRST NATIONAL BANK OF BOSTON


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

<PAGE>

                                       NATIONSBANK, N.A.


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

                                       PILGRIM AMERICA PRIME RATE TRUST


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

                                       SALOMON BROTHERS HOLDING
                                         COMPANY INC


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


                                       THE BANK OF NEW YORK


                                       By /s/ Catherine G. Goff
                                         ---------------------------------
                                         Name:  Catherine G. Goff
                                         Title: ASP

                                       THE CHASE MANHATTAN BANK


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

                                       THE FIRST NATIONAL BANK OF BOSTON


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

<PAGE>

                                       NATIONSBANK, N.A.


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

                                       PILGRIM AMERICA PRIME RATE TRUST


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

                                       SALOMON BROTHERS HOLDING
                                         COMPANY INC


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


                                       THE BANK OF NEW YORK


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

                                       THE CHASE MANHATTAN BANK


                                       By /s/ Neil R. Boylan
                                         ---------------------------------
                                         Name:  Neil R. Boylan
                                         Title: Vice President

                                       THE FIRST NATIONAL BANK OF BOSTON


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

<PAGE>

                                       NATIONSBANK, N.A.


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

                                       PILGRIM AMERICA PRIME RATE TRUST


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

                                       SALOMON BROTHERS HOLDING
                                         COMPANY INC


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


                                       THE BANK OF NEW YORK


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

                                       THE CHASE MANHATTAN BANK


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

                                       THE FIRST NATIONAL BANK OF BOSTON


                                       By /s/ Richard D. Hill Jr.
                                         ---------------------------------
                                         Name:  Richard D. Hill Jr.
                                         Title: Director

<PAGE>

                                       THE FUJI BANK, LIMITED


                                       By /s/ Masanobu Kobayashi
                                         ---------------------------------
                                         Name:  Masanobu Kobayashi
                                         Title: Vice President & Manager

                                       THE LONG-TERM CREDIT BANK OF
                                         JAPAN, LTD.


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

<PAGE>

                                       THE FUJI BANK, LIMITED


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

                                       THE LONG-TERM CREDIT BANK OF
                                         JAPAN, LTD.


                                       By /s/ Paul B. Clifford
                                         ---------------------------------
                                         Name:  Paul B. Clifford
                                         Title: Deputy General Manager

<PAGE>

                                                        [TERM CREDIT AGREEMENT]



                                   SCHEDULE I

              ADVANCES, COMMITMENTS AND APPLICABLE LENDING OFFICES

<TABLE>
<CAPTION>
                              TRANCHE A                TRANCHE B
     NAME OF BANK          TERM COMMITMENT          TERM COMMITMENT          APPLICABLE LENDING OFFICE
     ------------          ---------------          ---------------          -------------------------
<S>                          <C>                      <C>                    <C>
    CITIBANK, N.A.           $25,500,000              $4,250,000             DOMESTIC:
                                                                             --------
                                                                             399 PARK AVENUE
                                                                             NEW YORK, NEW YORK 10043
                                                                             ATTENTION: ED VOWINKEL
                                                                             TEL: NO. 718-248-4523
                                                                             FAX NO.: 718-248-4844
                                                                             ABA NO.: 021000089
                                                                             VIA FED TRANSFER
                                                                             ACCOUNT NO.: 3685-2248
                                                                             ACCOUNT NAME: MEDIUM TERM FIN.
                                                                             ATTENTION: ED VOWINKEL
                                                                             REFERENCE: MARVEL IV HOLDINGS


                                                                             EURODOLLAR:
                                                                             ----------
                                                                             SAME

THE BANK OF NEW YORK         $25,500,000              $4,250,000             DOMESTIC:
                                                                             --------
                                                                             ONE WALL STREET
                                                                             NEW YORK, NY 10286
                                                                             ATTENTION: ZORAIDA DOUGHERTY
                                                                             TEL. NO.: 212-635-8730
                                                                             FAX NO.: 212-635-8679/34
                                                                             ABA NO.: 021000018
                                                                             VIA FED TRANSFER
                                                                             ACCOUNT NO.: GLA/ 111556
                                                                             ACCOUNT NAME: COMMERCIAL LOAN DEPT.
                                                                             ATTENTION: ZORAIDA DOUGHERTY
                                                                             REFERENCE: MARVEL IV HOLDINGS

                                                                             EURODOLLAR:
                                                                             ----------
                                                                             SAME
<PAGE>

                                                  2

                              TRANCHE A                TRANCHE B
     NAME OF BANK          TERM COMMITMENT          TERM COMMITMENT          APPLICABLE LENDING OFFICE
     ------------          ---------------          ---------------          -------------------------

BANK OF AMERICA ILLINOIS     $25,500,000              $4,250,000             DOMESTIC:
                                                                             --------
                                                                             231 SOUTH LASALLE
                                                                             CHICAGO, IL 60697
                                                                             ATTENTION: LILY REYES
                                                                             TEL. NO.: 312-828-3873
                                                                             FAX NO.: 312-974-9626
                                                                             ABA NO.: 071-000-039
                                                                             VIA FED TRANSFER
                                                                             ACCOUNT NO.: 47-03421
                                                                             ATTENTION: ACCOUNT
                                                                                     ADMINISTRATION-L.REYES
                                                                             REFERENCE: MARVEL IV HOLDINGS

                                                                             EURDOLLAR:
                                                                             ---------
                                                                             SAME


THE CHASE MANHATTAN BANK     $25,500,000              $4,250,000             DOMESTIC:
                                                                             --------
                                                                             2 CHASE MANHATTAN PLAZA
                                                                             NEW YORK, N.Y. 10081
                                                                             ATTENTION: ROCKY CHAN
                                                                             TEL. NO.: 212-552-2920
                                                                             FAX NO.: 212-552-7325
                                                                             ABA NO.: 021-0000-21
                                                                             VIA FED TRANSFER
                                                                             ACCOUNT NO.: 900-9-0000-36
                                                                             ACCOUNT NAME: COMMERCIAL LOAN DEPT.
                                                                             ATTENTION: ROCKY CHAN
                                                                             REFERENCE: MAFCO HOLDING

                                                                             EURODOLLAR:
                                                                             ----------
                                                                             SAME

<PAGE>

                                                  3

                              TRANCHE A                TRANCHE B
     NAME OF BANK          TERM COMMITMENT          TERM COMMITMENT          APPLICABLE LENDING OFFICE
     ------------          ---------------          ---------------          -------------------------

CREDIT LYONNAIS NEW YORK     $15,000,000              $2,500,000             DOMESTIC:
        BRANCH                                                               --------
                                                                             1301 AVENUE OF THE AMERICAS
                                                                             NEW YORK, NY 10019
                                                                             ATTENTION: LUCIE MERCADO
                                                                             TEL. NO.: 212-261-7271
                                                                             FAX NO.: 212-261-3401
                                                                             ABA NO.: 026008073
                                                                             VIA FED TRANSFER
                                                                             ACCOUNT NO.: 01-008820-001-00
                                                                             ACCOUNT NAME: LOAN SERVICING
                                                                             ATTENTION: LUCY MERCADO
                                                                             REFERENCE: MAFCO

                                                                             EURODOLLAR:
                                                                             ----------
                                                                             SAME

    CREDIT SUISSE            $25,500,000              $4,250,000             DOMESTIC:
                                                                             --------
                                                                             12 EAST 49TH STREET
                                                                             NEW YORK, NY 10017
                                                                             ATTENTION: ED SIDDONS
                                                                             TEL. NO.: 212-238-5407
                                                                             FAX NO.: 212-238-5439
                                                                             ABA NO.: 026009179
                                                                             VIA FED TRANSFER
                                                                             ACCOUNT NO.: 904996-02
                                                                             ACCOUNT NAME: LOAN DEPT.
                                                                             ATTENTION: ED SIDDONS
                                                                             REFERENCE: MARVEL IV HOLDINGS

                                                                             EURODOLLAR:
                                                                             ----------
                                                                             SAME

<PAGE>

                                                  4

                              TRANCHE A                TRANCHE B
     NAME OF BANK          TERM COMMITMENT          TERM COMMITMENT          APPLICABLE LENDING OFFICE
     ------------          ---------------          ---------------          -------------------------

THE FIRST NATIONAL BANK      $25,500,000              $4,250,000             DOMESTIC:
     OF BOSTON                                                               --------
                                                                             100 RUSTCRAFT ROAD
                                                                             DEDHAM, MA 02026
                                                                             ATTENTION: ANGELA MOORE
                                                                             TEL. NO.: 617-467-2292
                                                                             FAX NO.: 617-467-2276
                                                                             ABA NO.: 01000390
                                                                             ACCOUNT NO.: 0411214
                                                                             VIA FED TRANSFER
                                                                             ATTENTION: ANGELA MOORE
                                                                             REFERENCE: MARVEL IV HOLDINGS

                                                                             EURODOLLAR:
                                                                             ----------
                                                                             SAME


THE FUJI BANK, LIMITED       $25,500,000              $4,250,000             DOMESTIC:
                                                                             --------
                                                                             2 WORLD TRADE CENTER
                                                                             NEW YORK, NY 10048
                                                                             ATTENTION: GEMMA DIZON
                                                                             TEL. NO.: 212-898-2069
                                                                             FAX NO.: 212-488-8216
                                                                             ABA NO.: 026009700
                                                                             VIA FED TRANSFER
                                                                             ACCOUNT NO.: 515011U3
                                                                             ACCOUNT NAME: USCF III
                                                                             ATTENTION: GEMMA DIZON
                                                                             REFERENCE: MAFCO HOLDINGS

                                                                             EURODOLLAR:
                                                                             ----------
                                                                             SAME

<PAGE>

                                                  5

                              TRANCHE A                TRANCHE B
     NAME OF BANK          TERM COMMITMENT          TERM COMMITMENT          APPLICABLE LENDING OFFICE
     ------------          ---------------          ---------------          -------------------------

THE LONG-TERM CREDIT BANK    $15,000,000              $2,500,000             DOMESTIC:
      OF JAPAN, LTD.                                                         --------
                                                                             444 SOUTH FLOWER STREET
                                                                             LOS ANGELES, CA 90071
                                                                             ATTENTION: KEN NAKAGAWA
                                                                             TEL. NO.: 213-689-6244
                                                                             FAX NO.: 213-626-1067
                                                                             ABA NO.: 122000218
                                                                             VIA FED TRANSFER
                                                                             ACCOUNT NO.: 220234834
                                                                             ACCOUNT NAME: LONG-TERM CREDIT BANK
                                                                             OF JAPAN
                                                                             ATTENTION: KEN NAKAGAWA
                                                                             REFERENCE: MAFCO HOLDINGS INC.

                                                                             EURDOLLAR:
                                                                             ----------
                                                                             SAME

   NATIONSBANK, N.A.         $25,500,000              $4,250,000             DOMESTIC:
                                                                             --------
                                                                             101 NO. TRYON STREET
                                                                             CHARLOTTE, NC 28255
                                                                             ATTENTION: CHARLIE FRANKLIN
                                                                             TEL. NO.: 704-386-4199
                                                                             FAX NO.: 704-386-8694
                                                                             ABA NO.: 053000196
                                                                             VIA FED TRANSFER
                                                                             ACCOUNT NO.: 13662122506
                                                                             ACCOUNT NAME: CORPORATE CREDIT
                                                                             SERVICES SUPPORT
                                                                             ATTENTION: CHARLIE FRANKLIN
                                                                             REFERENCE: MARVEL IV HOLDINGS

                                                                             EURODOLLAR:
                                                                             ----------
                                                                             SAME

<PAGE>

                                                  6

                              TRANCHE A                TRANCHE B
     NAME OF BANK          TERM COMMITMENT          TERM COMMITMENT          APPLICABLE LENDING OFFICE
     ------------          ---------------          ---------------          -------------------------

  ING (U.S.) CAPITAL         $25,500,000              $4,250,000             DOMESTIC:
     CORPORATION                                                             --------
                                                                             135 EAST 57TH STREET
                                                                             NEW YORK, NY 10022
                                                                             ATTENTION: KUNDUCK MOON
                                                                             TEL. NO.: (212) 446-0911
                                                                             FAX NO.: (212) 593-3362
                                                                             ABA NO.: 021000238
                                                                             VIA FED TRANSFER
                                                                             ACCOUNT NO.: 60007116
                                                                             ACCOUNT NAME: INTERNATIONALE
                                                                             NEDERLANDEN (U.S.) CAPITAL
                                                                             CORPORATION
                                                                             REFERENCE: MARVEL IV HOLDINGS

                                                                             EURODOLLAR:
                                                                             ----------
                                                                             SAME

PILGRIM AMERICA PRIME RATE   $15,000,000              $2,500,000             DOMESTIC:
         TRUST                                                               --------
                                                                             40 N. CENTRAL AVE.
                                                                             SUITE 1200
                                                                             PHOENIX, AZ   85004
                                                                             ATTENTION:
                                                                             TEL. NO.: (602) 417-8259
                                                                             FAX. NO.: (602) 417-8327
                                                                             ABA NO.: 011000028
                                                                             VIA FED TRANSFER
                                                                             ACCOUNT NO.: 37926342
                                                                             ACCOUNT NAME: PL1F - PILGRIM PRIME
                                                                             RATE TRUST
                                                                             REFERENCE:  MAFCO HOLDINGS

                                                                             EURODOLLAR:
                                                                             ----------
                                                                             SAME

SALOMON BROTHERS HOLDING     $25,500,000              $4,250,000             DOMESTIC:
     COMPANY INC                                                             --------
                                                                             8800 HIDDEN RIVER PARKWAY
                                                                             TAMPA, FL  33637
                                                                             ATTENTION: ROBIN KIDD
                                                                             TEL. NO.: (813) 558-7575
                                                                             FAX. NO.: (813) 558-4142
                                                                             ABA NO.: 0710000013
                                                                             VIA FED TRANSFER
                                                                             ACCOUNT NO.: 5143322
                                                                             ACCOUNT NAME:
                                                                             REFERENCE:

                                                                             EURODOLLAR:
                                                                             ----------
                                                                             SAME
</TABLE>

<PAGE>

                             TERM CREDIT AGREEMENT


                                  SCHEDULE II
                                  -----------

                                   BORROWER


MARVEL IV HOLDINGS INC.

      Jurisdiction of Incorporation:  Delaware
      Authorized Capital Stock:  1,000 shares of Common Stock
      Shares Outstanding:  1,000 shares of Common Stock
      Percentage Owned:  99.5% by Marvel V Holdings Inc.
      Options, Warrants and Similar Rights:  None


<PAGE>





                             TERM CREDIT AGREEMENT


                                  SCHEDULE III
                                  ------------

                                      DEBT



                                      NONE

<PAGE>

                             TERM CREDIT AGREEMENT


                                  SCHEDULE IV
                                  -----------

                                  INVESTMENTS




                                                                    INVESTMENT
PERSON                      ISSUER                       TYPE       AMOUNT
------                      ------                       ----       ----------
Marvel IV Holdings Inc.     Marvel III Holdings Inc.     Common     100%
                                                         Stock

                            Investment in Marvel Entertainment Group, Inc.
                            ("Marvel") in respect of Marvel's reimbursement
                            obligations relating to a Letter of Credit (as
                            defined in the Revolving Credit Agreement) in a
                            face amount of $4,000,000 to be issued under the
                            Existing Agreement or the Revolving Credit
                            Agreement in favor of the landlord of a building
                            located in Las Vegas, Nevada leased to a joint
                            venture between a subsidiary of Marvel and Ebco
                            Management, Inc.

<PAGE>





                             TERM CREDIT AGREEMENT




                                   SCHEDULE V
                                   ----------


                                     LIENS


                                      NONE

<PAGE>

                                  SCHEDULE VI

                           Defeased Debt Calculations

         The Defeased Debt Amount for each Designated Person listed below for
any date of determination shall be calculated as follows for each such
Designated Person:


Coleman
Guarantor:         The Defeased Debt Amount for Coleman Guarantor shall be an
                   amount equal to the sum of:

                        (i) the lesser of (x) the amount, if on such date of
                   determination Coleman Holdings is permitted to optionally
                   redeem, pursuant to the terms of the Coleman Holdings
                   Indenture, the Debt outstanding thereunder, that Coleman
                   Holdings would be required to pay to redeem such Debt and
                   (y) the greater of (A) the "repurchase price" (assuming a
                   repurchase date 105 days after the date of determination) of
                   the aggregate amount of all Debt outstanding under the
                   Coleman Holdings Indenture as of the repurchase date plus
                   accrued and unpaid interest thereon through the repurchase
                   date, as determined pursuant to Section 4.08(a) of the
                   Coleman Holdings Indenture and (B) the aggregate amount
                   required as of the date of determination to be deposited
                   with the Trustee (as defined in the Coleman Holdings
                   Indenture) to effect the "legal defeasance option" or the
                   "covenant defeasance option" under the Coleman Holdings
                   Indenture (assuming a redemption date of July 15, 1996), as
                   provided for in Sections 8.02(1) and 8.02(2) of the Coleman
                   Holdings Indenture and Section 5 of Exhibit B to the Coleman
                   Holdings Indenture, plus

                        (ii) the "Redemption Price" as defined in Section 5 of
                   Exhibit A to the Coleman Worldwide Indenture (assuming a
                   redemption date of May 27, 1998) of the aggregate amount of
                   all Debt outstanding under the Coleman Worldwide Indenture
                   as of the redemption date.

New World
Guarantor:         The Defeased Debt Amount for New World Guarantor shall be an
                   amount equal to the lesser of (x) the amount, if on such
                   date of determination NWCG Holdings is permitted to
                   optionally redeem, pursuant to the terms of the NWCG
                   Holdings Indenture, the Debt outstanding thereunder, that
                   NWCG Holdings would be required to pay to redeem such Debt
                   and (y) the greater of (A) the "repurchase price" (assuming
                   a repurchase date 105 days after the date of determination)
                   of the aggregate amount of all Debt outstanding under the
                   NWCG

<PAGE>

                                       2

                   Holdings Indenture as of the repurchase date, as determined
                   pursuant to Section 4.07(a) of the NWCG Holdings Indenture
                   and (B) the aggregate amount required as of the date of
                   determination to be deposited with the Trustee (as defined
                   in the NWCG Holdings Indenture) to effect the "legal
                   defeasance option" or the "covenant defeasance option" under
                   the NWCG Holdings Indenture (assuming a maturity date of
                   June 15, 1999), as provided for in Sections 8.02(1) and
                   8.02(2) of the NWCG Holdings Indenture.

Revlon Guarantor:  The Defeased Debt Amount for the Revlon Guarantor shall be
                   an amount equal to the lesser of (x) the amount, if on such
                   date of determination Revlon Worldwide is permitted to
                   optionally redeem, pursuant to the terms of the Revlon
                   Worldwide Indenture, the Debt outstanding thereunder, that
                   Revlon Worldwide would be required to pay to redeem such
                   Debt and (y)the greater of (A) the "purchase price"
                   (assuming a repurchase date 105 days after the date of
                   determination) of the aggregate amount of all Debt
                   outstanding under the Revlon Worldwide Indenture as of the
                   date of purchase plus accrued and unpaid interest thereon
                   through the date of purchase, as determined pursuant to
                   Section 4.09(a) of the Revlon Worldwide Indenture and (B)
                   the "redemption price" (assuming a redemption date 60 days
                   after the date of determination) for a "Change of Control"
                   (as defined in the Revlon Worldwide Indenture) of the
                   aggregate amount of all Debt outstanding under the Revlon
                   Worldwide Indenture as of the redemption date, as determined
                   pursuant to Section 5 of Exhibit B to the Revlon Worldwide
                   Indenture.


              As used in this Schedule VI, the following terms shall have the
following meanings:

         "Coleman Worldwide Indenture" means the Indenture, dated as of May 27,
1993, made by Coleman Worldwide in favor of Continental Bank, National
Association as trustee pursuant to which Coleman Worldwide issued its Liquid
Yield Option(TM) Notes due 2013.

         "Coleman Holdings Indenture" means the Indenture, dated as of July 15,
1993 made by Coleman Holdings in favor of Continental Bank, National
Association as trustee pursuant to which Coleman Holdings issued its Senior
Secured Discount Notes due 1998 and its Series B Senior Secured Discount Notes
due 1998.

         "NWCG Holdings Indenture" means the Indenture, dated as of June 30,
1994 made by NWCG Holdings in favor of Nationsbank of Georgia, National
Association as trustee

<PAGE>

                                       3

pursuant to which NWCG Holdings issued its Senior Secured Discount Notes due
1999 and will issue its Series B Senior Secured Discount Notes due 1999.

         "Revlon Worldwide Indenture" means the Indenture, dated as of March
15, 1993, made by Revlon Worldwide Corporation ("Revlon Worldwide") in favor of
The First National Bank of Boston as trustee pursuant to which Revlon Worldwide
issued its Senior Secured Discount Notes due 1998 and will issue its Series B
Senior Secured Discount Notes due 1998.

<PAGE>

                                  Schedule VII

                         List of Debt for Definition of
                               Net Cash Proceeds



1.    MacAndrews & Forbes Holdings Inc.

      13% Subordinated Debentures due March 1, 1999 pursuant to the Indenture
      dated as of March 1, 1984 between MacAndrews & Forbes Holdings Inc. and
      the United States Trust Company of New York, as trustee.

2.    Andrews Group Incorporated

      10% Senior Subordinated Debentures due 1999 pursuant to the Indenture
      dated as of June 4, 1990 between Andrews Group Incorporated and First
      Trust of California, National Association, as trustee (as successor
      trustee to Security Pacific National Trust Company (New York)).

3.    Four Star Holdings Corp.

      Senior Notes due June 7, 1999 issued by Four Star Holdings Corp. to
      former shareholders (Lawrence L. Kuppin, Robert C. Rehme and Harry Evans
      Sloan) in the aggregate principal amount of $46,154,500.

4.    MacAndrews & Forbes Group Inc.

      155/8% Senior Subordinated Notes due 1997 pursuant to the Indenture dated
      October 22, 1982 between MacAndrews & Forbes Group Inc. and Security
      Pacific National Bank, as trustee.

5.    Revlon Group Incorporated

      Redemption of Series B Cumulative Redeemable Exchangeable Preferred Stock
      of Revlon Group Incorporated.

<PAGE>

                                                               EXHIBIT A-1
                                                               TO THE TERM
                                                               CREDIT AGREEMENT



                          FORM OF TRANCHE A TERM NOTE


$____________                                        Dated:  December __, 1996


         FOR VALUE RECEIVED, the undersigned, MARVEL IV HOLDINGS INC., a
Delaware corporation (the "Borrower"), HEREBY PROMISES TO PAY to the order of
___________ (the "Lender") for the account of its Applicable Lending Office (as
defined in the Term Credit Agreement referred to below) the aggregate principal
amount of the Tranche A Term Advances (as defined below) owing to the Lender by
the Borrower pursuant to the Term Credit Agreement (as defined below) on the
dates and in the amounts specified in the Term Credit Agreement, but in no
event later than June 30, 1997.

         The Borrower promises to pay interest on the unpaid principal amount
of each Tranche A Term Advance from the date of each Tranche A Term Advance
until such principal amount is paid in full, at such interest rates, and
payable at such times, as are specified in the Term Credit Agreement.

         Both principal and interest are payable in lawful money of the United
States of America to Citibank, N.A., as Agent, at its offices at 399 Park
Avenue, New York, New York 10043, Account No. 3685-2248, in same day funds.
Each Tranche A Term Advance owing to the Lender by the Borrower and the
maturity thereof, and all payments made on account of principal thereof, shall
be recorded by the Lender and, prior to any transfer hereof, endorsed on the
grid attached hereto, which is part of this Promissory Note.

         This Promissory Note is one of the Tranche A Term Notes referred to
in, and is entitled to the benefits of, the Term Credit Agreement dated as of
December 16, 1996 (such agreement, as it may hereafter be amended or modified,
being the "Term Credit Agreement") among the Borrower, the Lender, certain
other lenders parties thereto, the initial issuing bank thereunder, Citibank,
N.A., as Administrative Agent, NationsBanc Capital Markets, Inc., as
Documentation Agent, Credit Suisse, as Syndication Agent, Citibank, N.A., as
Collateral Agent and the managing agents party thereto. The Term Credit
Agreement, among other things, (i) provides for the making of Tranche A term
advances (the "Tranche A Term Advances") by the Lender to the Borrower from
time to

<PAGE>

                                       2

time in an aggregate amount not to exceed at any time outstanding the U.S.
dollar amount first above mentioned, the indebtedness of the Borrower resulting
from such Tranche A Term Advances being evidenced by this Promissory Note, and
(ii) contains provisions for acceleration of the maturity hereof upon the
happening of certain stated events and also for prepayments on account of
principal hereof prior to the maturity hereof upon the terms and conditions
therein specified.

         This Promissory Note shall be governed by, and construed in accordance
with, the laws of the State of New York.

                                       MARVEL IV HOLDINGS INC.


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

<PAGE>

                       ADVANCES AND PAYMENTS OF PRINCIPAL

-------------------------------------------------------------------------------
                           Amount of
            Amount of      Principal Paid      Unpaid Principal      Notation
  Date       Advance       or Prepaid              Balance           Made by
-------------------------------------------------------------------------------

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<PAGE>

                                                             EXHIBIT A-2 TO THE
                                                             TERM CREDIT
                                                             AGREEMENT


                          FORM OF TRANCHE B TERM NOTE


$____________                                         Dated:  December__, 1996


         FOR VALUE RECEIVED, the undersigned, MARVEL IV HOLDINGS INC., a
Delaware corporation (the "Borrower"), HEREBY PROMISES TO PAY to the order of
___________ (the "Lender") for the account of its Applicable Lending Office (as
defined in the Term Credit Agreement referred to below) the aggregate principal
amount of the Tranche B Term Advances (as defined below) owing to the Lender by
the Borrower pursuant to the Term Credit Agreement (as defined below) on the
dates and in the amounts specified in the Term Credit Agreement, but in no
event later than June 30, 1997.

         The Borrower promises to pay interest on the unpaid principal amount
of each Tranche B Term Advance from the date of each Tranche B Term Advance
until such principal amount is paid in full, at such interest rates, and
payable at such times, as are specified in the Term Credit Agreement.

         Both principal and interest are payable in lawful money of the United
States of America to Citibank, N.A., as Agent, at its offices at 399 Park
Avenue, New York, New York 10043, Account No. 3685-2248, in same day funds.
Each Tranche B Term Advance owing to the Lender by the Borrower and the
maturity thereof, and all payments made on account of principal thereof, shall
be recorded by the Lender and, prior to any transfer hereof, endorsed on the
grid attached hereto, which is part of this Promissory Note.

         This Promissory Note is one of the Tranche B Term Notes referred to
in, and is entitled to the benefits of, the Term Credit Agreement dated as of
December 16, 1996 (such agreement, as it may hereafter be amended or modified,
being the "Term Credit Agreement") among the Borrower, the Lender, certain
other lenders parties thereto, the initial issuing bank thereunder, Citibank,
N.A., as Administrative Agent, Credit Suisse, as Documentation Agent,
NationsBanc Capital Markets, Inc., as Syndication Agent, Citibank, N.A., as
Collateral Agent and the managing agents party

<PAGE>

                                       2

thereto. The Term Credit Agreement, among other things, (i) provides for the
making of Tranche B term credit advances (the "Tranche B Term Advances") by the
Lender to the Borrower from time to time in an aggregate amount not to exceed
at any time outstanding the U.S. dollar amount first above mentioned, the
indebtedness of the Borrower resulting from such Tranche B Term Advances being
evidenced by this Promissory Note, and (ii) contains provisions for
acceleration of the maturity hereof upon the happening of certain stated events
and also for prepayments on account of principal hereof prior to the maturity
hereof upon the terms and conditions therein specified.

         This Promissory Note shall be governed by, and construed in accordance
with, the laws of the State of New York.

                                       MARVEL IV HOLDINGS INC.


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



<PAGE>

                       ADVANCES AND PAYMENTS OF PRINCIPAL



-------------------------------------------------------------------------------
                           Amount of
            Amount of      Principal Paid      Unpaid Principal      Notation
  Date       Advance       or Prepaid              Balance           Made by
-------------------------------------------------------------------------------

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

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<PAGE>

                                                              EXHIBIT B
                                                              TO THE TERM
                                                              CREDIT AGREEMENT


                                    FORM OF
                           ASSIGNMENT AND ACCEPTANCE


                                                         Dated _________, 199_


         Reference is made to the Term Credit Agreement dated as of December
__, 1996 (as amended or otherwise modified from time to time, the "Term Credit
Agreement") among Marvel IV Holdings Inc., a Delaware corporation (the
"Borrower"), the Lender Parties (as defined in the Term Credit Agreement),
Citibank, N.A., as Administrative Agent (the "Administrative Agent"), Credit
Suisse, as Documentation Agent, NationsBanc Capital Markets, Inc., as
Syndication Agent, Citibank, N.A., as Collateral Agent and the managing agents
party thereto. Terms defined in the Term Credit Agreement are used herein with
the same meaning.

         ____________ (the "Assignor") and ___________ (the "Assignee") agree
as follows:

         1. The Assignor hereby sells and assigns to the Assignee, and the
Assignee hereby purchases and assumes from the Assignor, an interest in and to
the Assignor's rights and obligations under the Term Credit Agreement as of the
date hereof equal to the percentage interest specified on Annex 1 of all
outstanding rights and obligations under the Facility or Facilities specified
on Annex 1. After giving effect to such sale and assignment, the Assignee's
Commitment and the amount of the Advances owing to the Assignee will be as set
forth in Annex 1.

         2. The Assignor (i) represents and warrants that it is the legal and
beneficial owner of the interest being assigned by it hereunder and that such
interest is free and clear of any adverse claim; (ii) makes no representation
or warranty and assumes no responsibility with respect to any statements,
warranties or representations made in or in connection with the Loan Documents
or the execution, legality, validity, enforceability, genuineness, sufficiency
or value of any Loan Document or any other instrument or document furnished
pursuant thereto; (iii) makes no representation or warranty and assumes no
responsibility with respect to the financial condition of any Loan Party or the
performance or observance by any Loan Party of any of its obligations under the
Loan Documents or any other instrument or document furnished pursuant thereto;
and (iv) attaches the Note or Notes held by the Assignor and requests that the
Administrative Agent exchange such Note or Notes for a new Note or Notes
payable to the order of the Assignee in an amount equal to

<PAGE>

                                       2

the Commitments assumed by the Assignee pursuant hereto or new Notes payable to
the order of the Assignee in an amount equal to the Commitments assumed by the
Assignee pursuant hereto and the Assignor in an amount equal to the Commitment
retained by the Assignor under the Term Credit Agreement, respectively, as
specified on Annex 1.

         3. The Assignee (i) confirms that it has received a copy of the Term
Credit Agreement, together with copies of the financial statements referred to
in Section 4.01 thereof and such other documents and information as it has
deemed appropriate to make its own credit analysis and decision to enter into
this Assignment and Acceptance; (ii) agrees that it will, independently and
without reliance upon the Administrative Agent, any other Agent, the Assignor
or any other Lender and based on such documents and information as it shall
deem appropriate at the time, continue to make its own credit decisions in
taking or not taking action under the Term Credit Agreement; (iii) confirms
that it is an Eligible Assignee; (iv) appoints and authorizes the
Administrative Agent to take such action as agent on its behalf and to exercise
such powers under the Term Credit Agreement as are delegated to the
Administrative Agent by the terms thereof, together with such powers as are
reasonably incidental thereto; (v) agrees that it will perform in accordance
with their terms all of the obligations which by the terms of the Term Credit
Agreement are required to be performed by it as a Lender; [and] (vi) specifies
as its Lending Office (and address for notices) the office set forth beneath
its name on the signature pages hereof [and (vii) attaches the forms prescribed
by the Internal Revenue Service of the United States certifying as to the
Assignee's status for purposes of determining exemption from United States
withholding taxes with respect to all payments to be made to the Assignee under
the Term Credit Agreement or such other documents as are necessary to indicate
that all such payments are subject to such rates at a rate reduced by an
applicable tax treaty].1

         4. Following the execution of this Assignment and Acceptance by the
Assignor and the Assignee, it will be delivered to the Administrative Agent for
acceptance and recording by the Administrative Agent. The effective date of
this Assignment and Acceptance shall be the date of acceptance thereof by the
Administrative Agent, unless otherwise specified on Annex 1 hereto (the
"Effective Date").

         5. Upon such acceptance and recording by the Administrative Agent, as
of the Effective Date, (i) the Assignee shall be a party to the Term Credit
Agreement and, to the extent provided in this Assignment and Acceptance, have
the rights and obligations of a Lender thereunder and (ii) the Assignor shall,
to the extent provided in this Assignment and

-------- 

1 Include clause (vii) if the Assignee is organized under the laws of a 
  jurisdiction outside the United States.

<PAGE>

                                       3

Acceptance, relinquish its rights and be released from its obligations under
the Term Credit Agreement.

         6. Upon such acceptance and recording by the Administrative Agent,
from and after the Effective Date, the Administrative Agent shall make all
payments under the Term Credit Agreement and the Notes in respect of the
interest assigned hereby (including, without limitation, all payments of
principal, interest and commitment fees with respect thereto) to the Assignee.
The Assignor and Assignee shall make all appropriate adjustments in payments
under the Term Credit Agreement and the Notes for periods prior to the
Effective Date directly between themselves.

         7. This Assignment and Acceptance shall be governed by, and construed
in accordance with, the laws of the State of New York.

         8. This Assignment and Acceptance may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of
which when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement. Delivery of an executed
counterpart of Annex 1 to this Assignment and Acceptance by telecopier shall be
as effective as delivery of a manually executed counterpart of this Assignment
and Acceptance.

         IN WITNESS WHEREOF, the parties hereto have caused Annex 1 to this
Assignment and Acceptance to be executed by their respective officers thereunto
duly authorized, as of the date first above written, such execution being made
on Annex 1 hereto.

<PAGE>

                                    Annex 1
                                       to
                           Assignment and Acceptance
                                 Dated __, 199_


As to each Facility in respect of which an interest is being assigned.

         Percentage Interest assigned:                           _________%

         Assignee's Tranche A Term Commitment:                  $_________

         Aggregate outstanding principal
            amount of Tranche A Term Advances assigned:         $_________

         Principal amount of Tranche A Term
            Note payable to Assignee:                           $_________

         Principal amount of Tranche A Term
            Note payable to Assignor:                           $_________

         Assignee's Tranche B Term Commitment:                   _________%

         Aggregate outstanding principal amount of
           Tranche B Term Advances assigned:                    $_________

         Principal amount of Tranche B
         Note payable to Assignee:                              $_________

         Principal amount of Tranche B Term
           Note payable to Assignor:                            $_________

         Effective Date**:                            ______________, 199_

                                            [NAME OF ASSIGNOR, as Assignor]

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

                                            [NAME OF ASSIGNOR, as Assignor]

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

                                            Lending Office
                                            (and address for notices):
                                                   [Address]
------------------------
**   This date should be no earlier than the date of acceptance by the
     Administrative Agent.

<PAGE>


Accepted this ___ day of _________________,
199_

CITIBANK, N.A.,
  as Administrative Agent



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

<PAGE>
                                                               EXHIBIT C
                                                               TO THE TERM
                                                               CREDIT AGREEMENT


                                    FORM OF
                              NOTICE OF BORROWING

                                          
Citibank, N.A.
as Administrative Agent for the Lenders parties
to the Term Credit Agreement                                             [Date]
referred to below
399 Park Avenue
New York, New York  10043

Attention:  _____________

Ladies and Gentlemen:

            The undersigned, Marvel IV Holdings Inc., refers to the Term
Credit Agreement dated as of December 16, 1996 (as amended or otherwise
modified from time to time, the "Term Credit Agreement"; the terms defined
therein being used herein as therein defined), among the undersigned, certain
Lender Parties parties thereto, Citibank, N.A., as Administrative Agent, Credit
Suisse, as Documentation Agent, NationsBanc Capital Markets, Inc., as
Syndication Agent, Citibank, N.A., as Collateral Agent and the managing agents
party thereto and hereby gives you notice, irrevocably, pursuant to Section
2.02 of the Term Credit Agreement that the undersigned hereby requests a
Borrowing under the Term Credit Agreement, and in that connection sets forth
below the information relating to such Borrowing (the "Proposed Borrowing") as
required by Section 2.02(a) of the Term Credit Agreement:

            (i)  The Business Day of the Proposed Borrowing is ____________,
                 [199_].
           (ii)  The Facility under which the Proposed Borrowing is to be made
                  is the [Tranche A] [Tranche B] Term Facility.
          (iii)  The Type of Advances comprising the Proposed Borrowing is
                 [Base Rate Advances] [Eurodollar Rate Advances].
           (iv)  The aggregate amount of the Proposed Borrowing is $__________.
            (v)  The initial Interest Period for each Eurodollar Rate Advance
                 made as part of the Proposed Borrowing is _____ month[s].]

            The undersigned hereby certifies that the following statements
are true on the date hereof, and will be true on the date of the Proposed
Borrowing:

<PAGE>

                                       2

              (A) the representations and warranties contained in the Loan
         Documents are correct in all material respects on and as of the date
         of such Proposed Borrowing, before and after giving effect to the
         Proposed Borrowing and to the application of the proceeds therefrom,
         as though made on and as of such date, except to the extent such
         representations and warranties specifically relate to an earlier date,
         in which case such representations and warranties were true, correct
         and complete in all material respects on and as of such earlier date;
         and

              (B) no Default has occurred and is continuing, or would result
         from such Proposed Borrowing or from the application of the proceeds
         therefrom.

                                            Very truly yours,

                                            MARVEL IV HOLDINGS INC.


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

<PAGE>

                                                                EXHIBIT I
                                                                TO THE TERM
                                                                CREDIT AGREEMENT


                         FORM OF CONFIDENTIALITY LETTER

                               [BANK LETTERHEAD]


                                                                         [Date]

Citibank, N.A.
  as Administrative Agent
399 Park Avenue
New York, NY 10043

[Name and address of Bank
   selling a participation or
   making an assignment under
   the Term Credit Agreement
   referred to below]

Dear Sirs:

         We understand that Citibank, N.A. ("Citibank") is acting as
Administrative Agent under the Term Credit Agreement dated as of December 16,
1996 (as amended or otherwise modified from time to time, the "Term Credit
Agreement"; terms used herein and not otherwise defined are used as defined
therein) among Marvel IV Holdings Inc. (the "Borrower"), Citibank, as
Administrative Agent, the banks and financial institutions and other
institutional lenders party thereto (the "Lender Parties"), Credit Suisse, as
Documentation Agent, NationsBanc Capital Markets, Inc., as Syndication Agent,
Citibank, as Collateral Agent and the managing agents party thereto. In
connection with our evaluation of a proposed purchase of a participation in, or
acceptance of an assignment of, a portion of the Advances and Commitments,
Citibank and/or a Lender or an affiliate of Citibank or a Lender have
furnished, and will furnish, us with a copy of the Term Credit Agreement and
non-public information concerning the Borrower and the Bank (all such
non-public information, whether furnished before or after the date of this
letter, and including, without limitation, the financial model referred to
below, collectively the "Transaction Information").

         We agree to keep confidential (and to cause our officers, directors,
employees, agents and representatives to keep confidential) all Transaction
Information and, in the event we do not participate or accept an assignment
under the Term Credit Agreement, at Citibank's, such Lender's or the Borrower's
request, to return (and to cause such other person to return)

<PAGE>

                                       3

to Citibank, such Lender or the Borrower, as the case may be, all written
Transaction Information and all copies thereof, extracts therefrom and analyses
and other materials based thereon, except that we shall be permitted to
disclose details of the Transaction Information (i) to such of our officers,
directors, employees, agents and representatives (which agents and
representatives shall not include any financial institutions) and legal or
other advisors who need to know such information in connection with our
evaluation of a possible participation in, or possible acceptance of an
assignment of, Advances and Commitment thereunder and who agree to be bound by
the restrictions set forth herein; (ii) to the extent required by applicable
laws and regulations or by any subpoena or similar legal process (provided that
we will promptly notify the Borrower of such requirement as far in advance of
its disclosure as is practicable to enable the Borrower to seek a protective
order and, to the extent practicable, we will cooperate with the Borrower in
seeking any such order), or requested by any governmental agency or authority
having jurisdiction over us (provided that we will first inform the Borrower of
any such request other than those from bank regulatory authorities or examiners
and, in either case, we will inform any such agency or authority that such
information is subject to this letter agreement); (iii) to the extent Citibank
and the Borrower shall have consented to such disclosure in writing; and (iv)
to the extent that a public announcement or dissemination of such Transaction
Information shall have been made other than as a result of a breach of this
Confidentiality Letter.

         We further agree that we will use the Transaction Information only in
connection with our evaluation of becoming a possible participant or Eligible
Assignee under the Term Credit Agreement.

         The undertakings contained herein are for your benefit and the benefit
of the Borrower.

         Upon its receipt of this confidentiality letter signed by us, we
understand that Citibank or a Lender may forward to us a financial model for
the periods through 1999 pertaining to the Borrower and the Bank. Such
information will subsequently form part of the Transaction Information for all
purposes hereunder.

         We understand that the financial model was prepared in good faith by
Mafco's management based on assumptions believed to be reasonable when made.
However, because assumptions as to future results are inherently subject to
uncertainty and contingencies beyond Mafco's control, actual results of the
Borrower and the Bank may be higher or lower.

                                            [Name of Lender]


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