U.S. $100,000,000

                       CREDIT AGREEMENT

                 Dated as of October 6, 1995

                            Among

                    INTERGRAPH CORPORATION

                         as Borrower,
                         -----------

                 THE LENDERS PARTY HERETO,

                 THE ISSUERS PARTY HERETO,

                            and

                    CITICORP USA, INC.,

                          as Agent
                          --------




                      TABLE OF CONTENTS

 
                                                            Page

                          ARTICLE I
               DEFINITIONS AND ACCOUNTING TERMS
                             
     1.1.   Defined Terms                                      1
     1.2.   Computation of Time Periods                       34
     1.3.   Accounting Terms                                  35
     1.4.   Certain Terms                                     35

                          ARTICLE II
       AMOUNTS AND TERMS OF THE REVOLVING CREDIT LOANS

     2.1.   The Revolving Credit Loans                        35
     2.2.   Making the Revolving Credit Loans                 36
     2.3.   Fees                                              38
     2.4.   Reduction and Termination of the Revolving 
            Credit Commitments                                38
     2.5.   Repayment                                         39
     2.6.   Prepayments                                       39
     2.7.   Conversion/Continuation Option                    40
     2.8.   Interest                                          41
     2.9.   Interest Rate Determination                       42
     2.10.  Increased Costs, Etc.                             42
     2.11.  Payments and Computations                         43
     2.12.  Taxes                                             45
     2.13.  Sharing of Payments, Etc.                         47
     2.14.  Letter of Credit Facility                         48
     2.15.  Cash Collateral Account                           54
     2.16.  Segmentation of the Revolving Credit Commitment   57
                                   
                          ARTICLE III
                     CONDITIONS OF LENDING

     3.1.   Conditions Precedent to Initial
            Revolving Credit Loans and Letters of Credit      57
     3.2.   Additional Conditions Precedent to Initial
            Revolving Credit Loans and Letters of Credit      63
     3.3.   Conditions Precedent to Each Revolving Credit 
            Loan and Letter of Credit                         64

                         ARTICLE IV
                REPRESENTATIONS AND WARRANTIES

     4.1.   Corporate Existence; Compliance with Law          65
     4.2.   Corporate Power; Authorization; 
            Enforceable Obligations                           66 
     4.3.   Taxes                                             67
     4.4.   Full Disclosure                                   68
     4.5.   Financial Matters                                 68
     4.6.   Litigation                                        69
     4.7.   Margin Regulations                                69
     4.8.   Subsidiaries                                      69
     4.9.   ERISA                                             70
     4.10.  Liens                                             70
     4.11.  No Burdensome Restrictions; No Defaults           70
     4.12.  No Other Ventures                                 71
     4.13.  Investment Company Act; Public Utility 
            Holding Company Act                               71
     4.14.  Insurance                                         72
     4.15.  Labor Matters                                     72
     4.16.  Force Majeure                                     72
     4.17.  Use of Proceeds                                   72
     4.18.  Environmental Matters                             73
     4.19.  Intellectual Property                             74
     4.20.  Title                                             75
     4.21.  Restricted Payments                               75
     4.22.  SEC Documents                                     76

                               ARTICLE V
                         FINANCIAL COVENANTS

     5.1.   Fixed Charge Coverage Ratio                       76
     5.2.   Interest Coverage Ratio                           77
     5.3.   Maintenance of Net Worth                          78
     5.4.   Capital Expenditures, Etc.                        78

                             ARTICLE VI
                       AFFIRMATIVE COVENANTS

     6.1.   Compliance with Laws, Etc.                        79
     6.2.   Conduct of Business                               79
     6.3.   Payment of Taxes, Etc.                            80
     6.4.   Maintenance of Insurance                          80
     6.5.   Preservation of Corporate Existence, Etc.         80
     6.6.   Access                                            80
     6.7.   Keeping of Books                                  81
     6.8.   Maintenance of Properties, Etc.                   81
     6.9.   Performance and Compliance with Other Covenants   81
     6.10.  Application of Proceeds                           82
     6.11.  Financial Statements                              82
     6.12.  Reporting Requirements                            84
     6.13.  Employee Plans                                    88
     6.14.  Fiscal Year                                       88
     6.15.  Borrowing Base Determination                      88
     6.16.  Environmental                                     89
     6.17.  Cash Management System                            89
     6.18.  Management Consulting Firm.                       89
     6.19.  Foreign Accounts Receivable                       89
     6.20.  Landlord Waivers and Consents                     90
     6.21.  Government Contracts                              90
     6.22.  Lockbox Agreements                                90
     6.23.  Pledged Shares                                    91
     6.24.  Alabama Real Property Documents                   91
  
                        ARTICLE VII
                     NEGATIVE COVENANTS
                           
     7.1.   Liens, Etc.                                       92
     7.2.   Indebtedness                                      94
     7.3.   Lease Obligations; Sale/Leasebacks                96
     7.4.   Restricted Payments                               97
     7.5.   Mergers, Stock Issuances, Sale of Assets, Etc.    97
     7.6.   Investments in Other Persons                      99
     7.7.   Maintenance of Ownership of Subsidiaries         101
     7.8.   Change in Nature of Business                     101
     7.9.   Modification of Material Agreements              102
     7.10.  Accounting Changes                               102
     7.11.  Transactions with Affiliates                     102
     7.12.  Interest Rate Contracts; Currency Agreements     103
     7.13.  Cancellation of Indebtedness Owed to It          103
     7.14.  New Subsidiaries                                 103
     7.15.  Capital Structure of the Borrower and
            its  Subsidiaries                                104
     7.16.  No Speculative Transactions                      104
     7.17.  Environmental                                    104
     7.18.  Bank Accounts                                    104
     7.19.  Prohibition on Negative Pledges                  104
     7.20.  Compensation                                     105


                         ARTICLE VIII
                       EVENTS OF DEFAULT                    


     8.1.   Events of Default                                105
     8.2.   Remedies                                         108
     8.3.   Actions in Respect of Letters of
            Credit and Other Obligations                     108


                         ARTICLE IX
                          THE AGENT

     9.1.   Authorization and Action                         109
     9.2.   Agent's Reliance, Etc.                           110
     9.3.   Citicorp USA and Affiliates                      110
     9.4.   Lender Credit Decision                           111
     9.5.   Indemnification                                  111
     9.6.   Successor Agent                                  112


                          ARTICLE X
                        MISCELLANEOUS
                             
     10.1.  Amendments, Etc.                                113
     10.2.  Notices, Etc.                                   114
     10.3.  No Waiver; Remedies                             114
     10.4.  Costs; Expenses; Indemnities                    115
     10.5.  Right of Set-off                                118
     10.6.  Binding Effect                                  118
     10.7.  Assignments and Participations                  118
     10.8.  Governing Law                                   122
     10.9.  Submission to Jurisdiction; Service of 
            Process                                         123
     10.10. Section Titles                                  123
     10.11. Execution in Counterparts                       123
     10.12. Entire Agreement                                123
     10.13. Confidentiality                                 124
     10.14. Waiver of Jury Trial                            124




          CREDIT AGREEMENT, dated as of October 6, 1995, among Intergraph 
Corporation, a Delaware corporation (the "Borrower"), the financial
institutions listed on the signature pages hereof as lenders (each
individually a "Lender" and collectively the "Lenders"), the financial
institutions listed on the signature pages hereof as issuers of letters of
credit hereunder (each individually an "Issuer" and collectively the 
"Issuers"), and Citicorp USA, Inc. ("Citicorp USA"), as agent for the 
Lenders and the Issuers (in such capacity, the "Agent").


                   W I T N E S S E T H :

          WHEREAS, the Borrower has requested that the Lenders make
revolving credit advances to the Borrower of up to $100,000,000 in aggregate
principal amount outstanding at any one time for the purposes hereinafter
specified; and 

          WHEREAS, the Lenders are willing to make funds available for such
purposes upon the terms and subject to the conditions set forth herein; and

          WHEREAS, the Borrower has requested that the Issuers provide the 
Borrower with letters of credit for the purposes hereinafter specified, and
the Issuers are willing to issue letters of credit for such purposes upon
the terms and subject to the conditions contained herein;

          NOW, THEREFORE, in consideration of the premises and the covenants
and agreements contained herein, the parties hereto hereby agree as follows:

                             ARTICLE I
                  DEFINITIONS AND ACCOUNTING TERMS

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

          "Accounts" has the meaning specified in the Borrower Security 
Agreement in the case of the Borrower and in each Subsidiary Security
Agreement in the case of Intergraph Canada.

          "Affiliate" means, as to any Person, any Subsidiary of such Person
and any other Person which, directly or indirectly, controls, is controlled
by or is under common control with such Person and includes each officer or
director or general partner of such Person, and each Person who is the
beneficial owner of 10% or more of any class of voting Stock of such Person.
For the purposes of this definition, "control" means the possession of the
power to direct or cause the direction of management and policies of such
Person, whether through the ownership of voting securities, by contract or
otherwise. 

          "Agent" has the meaning specified in the first paragraph of this
Agreement. 

          "Agreement" means this Credit Agreement, together with all
Schedules and Exhibits, as the same may be amended, supplemented or
otherwise modified from time to time. 

          "Alabama Real Property" means all of the real property located in
Madison County, Alabama owned by the Borrower.

          "Alberta Subsidiary Security Agreement" means an agreement, in
substantially the form of Exhibit G-2, executed by Intergraph Canada, as
such agreement may be amended, supplemented or otherwise modified from time
to time.

          "Applicable Base Rate Margin" means, with respect to any Base Rate
Loan, 1.75% per annum. 

          "Applicable Eurodollar Rate Margin" means, with respect to any 
Eurodollar Rate Loan, 2.75% per annum. 

          "Applicable Lending Office" means, with respect to each Lender, 
its Domestic Lending Office in the case of a Base Rate Loan and its
Eurodollar Lending Office in the case of a Eurodollar Rate Loan.

          "Asset Sale" means any sale or other disposition, or series of
sales or other dispositions (including, without limitation, by merger or
consolidation, and whether by operation of law or otherwise), made on or after
the Closing Date by the Borrower and/or any Guarantor to any Person of (i)
all or substantially all of the outstanding Stock of any Guarantor, (ii) all
or substantially all of the assets, or the assets of any division, of the
Borrower or any Guarantor, or (iii) any other asset or assets which 
individually or in the aggregate yield proceeds in excess of $1,000,000 in
any Fiscal Year; provided, however, that any sale or other disposition 
permitted pursuant to Sections 7.5(b), (c)(i), (ii), (iii) and (v), shall 
not constitute an Asset Sale for purposes of this Agreement.

          "Asset Sale Proceeds" means cash payments received by the Borrower
or any Guarantor (including, without limitation, any cash payments received
by way of deferred payment of principal (but not interest)) pursuant to a
note or receivable or otherwise and any cash realized from any disposition
of non-cash proceeds received by the seller, but only as and when received,
in each case net of the amount of (a) brokers' and advisors' fees and
commissions payable other than to an Affiliate of the Borrower to be payable
as a direct consequence of such Asset Sale, (b) all foreign, federal, state
and local taxes estimated in good faith by the Borrower and any Guarantor to
be attributable to such Asset Sale and payable within twelve months of
receipt of such cash proceeds including, without limitation, in connection
with the payment of a dividend or the making of a distribution by a
Guarantor of such payments to the Borrower or any other Guarantor 
(including, without limitation, taxes withheld in connection with the 
repatriation of such proceeds), net of any tax benefits derived in respect
of such dividend or distribution, (c) the fees and expenses attributable to
such Asset Sale, to the extent not included in clause (a) above, except to
the extent payable to any Affiliate of the Borrower, and (d) any amount
required to be paid to any Person (other than the Borrower or any Guarantor)
owning a beneficial interest in the property or assets subject to such Asset
Sale.  For the purposes of this definition, an Asset Sale shall be deemed to
include, without limitation, (i) any award of compensation for any asset or
property or group thereof taken by condemnation or eminent domain and
insurance proceeds for the loss of or damage to any asset or property and 
(ii) all insurance proceeds for damage to any asset or assets employed by 
the Borrower or any Guarantor in the operation of its business (including,
without limitation, assets constituting property, plant or equipment).

          "Assignment and Acceptance" means an assignment and acceptance
entered into by a Lender and an Eligible Assignee, in substantially the
form of Exhibit J, and accepted by the Agent.

          "Available Credit" means, at any time, an amount equal to (a) the
lower of (i) the aggregate of the then effective Revolving Credit
Commitments of the Lenders, and (ii) the Borrowing Base at such time minus
(b) the sum of (i) the outstanding principal amount of the Revolving Credit
Loans at such time, (ii) the Letter of Credit Undrawn Amounts at such time,
(iii) the Reimbursement Obligations at such time, and (iv) $5,000,000 in
respect of the Borrower's exposure under Interest Rate Contracts and 
Currency Agreements or, at the option of the Agent, subject to Section 7.12,
such other amount as determined at such time by the Agent using its 
customary practices and criteria.

          "Base Rate" means a fluctuating interest rate per annum as shall 
be in effect from time to time, which rate per annum shall be equal at 
any time to the then 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 one percent or, if
there is no nearest 1/4 of one percent, to the next higher 1/4 of one 
percent) of (i) 1/2 of one percent per annum, plus (ii) the rate per annum
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 being determined weekly on each Monday (or, if
any 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) for
determining the maximum reserve requirement (including, without limitation,
any emergency, supplemental or other marginal reserve requirement) for
Citibank in respect of liabilities consisting of or including (among other
liabilities) three-month U.S. dollar nonpersonal time deposits in the United
States, plus (iii) the average during such three-week period of the maximum
annual assessment rates payable to the Federal Deposit Insurance Corporation
(or any successor) by banks which are members of the Bank Insurance Fund for
insuring U.S. dollar deposits in the United States; and 

          (c)    the sum (adjusted to the nearest 1/4 of one percent or, if
there is no nearest 1/4 of one percent, to the next higher 1/4 of one 
percent) of (i) 1/2 of one percent per annum plus (ii) the Federal Funds 
Rate.

          "Base Rate Loan" means any outstanding principal amount of the
Revolving Credit Loans of any Lender that bears interest with reference to
the Base Rate. 

          "Borrower" has the meaning specified in the first paragraph of
this Agreement. 

          "Borrower Intellectual Property Security Agreement" means an
agreement in substantially the form of Exhibit G-4, executed by the
Borrower, as such agreement may be amended, supplemented or otherwise
modified from time to time.

          "Borrower Letter of Credit Reimbursement Agreement" has the
meaning specified in Section 2.14(d). 

          "Borrower Security Agreement" means an agreement, in substantially
the form of Exhibit G-1, executed by the Borrower, as such agreement may be
amended, supplemented or otherwise modified from time to time.

          "Borrowing Base" means, at any time, an amount equal to the sum of
up to (as determined by the Agent, in its sole discretion, subject to
Section 10.1) (i) the advance rates applicable to the face amount of Eligible
Receivables as set forth in the Borrowing Base Certificate; provided,
however, that the portion of the Borrowing Base comprised of receivables not
evidenced by an invoice or other writing in form acceptable to the Agent, in
its sole discretion, shall not exceed $10,000,000 in the aggregate at any 
time exclusive of those receivables where goods have already been shipped or
services have already been performed and for which no invoice or other 
writing has yet been created but which will be created within 30 days after
the date such goods were shipped or such services were performed, (ii) the
advance rates applicable to Eligible Inventory as set forth in the Borrowing
Base Certificate, (iii) $13,000,000 with respect to Eligible Machinery and 
Equipment; provided, however, that the aggregate amount of Eligible
Machinery and Equipment shall be reduced by the appraised value of any
Eligible Machinery and Equipment sold, or if no such appraised value is
available, such amount as determined by the Agent, (iv) $4,750,000 with
respect to Eligible Real Property; provided, however, that the aggregate
amount of Eligible Real Property shall be reduced by the appraised value of
any Eligible Real Property sold, or if no such appraised value is available,
such amount as determined by the Agent, and (v) 100% of the amount of Cash
and Cash Equivalents in the Cash Collateral Account, less, in each case,
such reserves as the Agent, in its sole discretion, may deem appropriate.

          "Borrowing Base Certificate" means a certificate, in substantially
the form of Exhibit K. 

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

          "Canadian Guaranty" means a guaranty, in substantially the form of
Exhibit H-2, executed by Intergraph Canada, as such Guaranty may be amended,
supplemented or otherwise modified from time to time.

          "Capital Expenditures" means, for any Person for any period, the
aggregate of (a) all cash expenditures made by such Person and its
Subsidiaries, except interest capitalized during construction, during such
period for property, plant or equipment, including, without limitation, 
renewals, improvements, replacements and capitalized repairs, that would be
reflected as additions to property, plant or equipment on a consolidated
balance sheet of such Person and its Subsidiaries prepared in conformity 
with GAAP and (b) without duplication, the principal amount of all
Indebtedness incurred or assumed to finance any such additions to property,
plant and equipment; provided, however, that Capital Expenditures shall not
include any expenditures made by any Subsidiaries of the Borrower in
connection with the BEST Australia Project but only to the extent such 
Project is funded on a project finance or other independent basis.

          "Capitalized Lease" means, as to any Person, any lease of property
by such Person as lessee which would be capitalized on a balance sheet of
such Person prepared in conformity with GAAP.

          "Capitalized Lease Obligations" means, as to any Person, the 
capitalized amount of all obligations of such Person or any of its
Subsidiaries under Capitalized Leases, as determined on a consolidated basis
in conformity with GAAP.

          "Capitalized Software Development Costs" means, with respect to
the Borrower for any period, the amount of all software development costs
which have been capitalized in accordance with past practice on a
consolidated balance sheet of the Borrower and its Subsidiaries prepared in
conformity with GAAP. 

          "Cash Collateral Account" has the meaning specified in Section
2.15(a). 

          "Cash Equivalents" means (a) securities with maturities of one
year or less from the date of acquisition issued or fully guaranteed or
insured by the United States government or any agency thereof, (b) overnight
bank deposits made with any Lender, (c) certificates of deposit, time 
deposits of any nature and bankers' acceptances of either any Lender or any
commercial bank organized under the laws of the United States of America or
any state thereof that has a combined capital and surplus of at least
$500,000,000, having maturities of six months or less from the date of
acquisition, (d) commercial paper of an issuer rated at least "A-1" by 
Standard & Poor's Rating Group or "P-1" by Moody's Investors Service, Inc., 
or carrying an equivalent rating by a nationally recognized rating agency if
both of the two named rating agencies cease publishing ratings of 
investments, having maturities of six months or less from the date of
acquisition, and (e) repurchase obligations for underlying securities of the
type described in clause (a) above; provided, however, that such repurchase
obligations do not have a term of longer than seven days from the date of
acquisition thereof and such repurchase obligations are with a counterparty
that is a financial institution organized or licensed under the laws of the
United States of America or any state thereof that has a combined capital and
surplus of at least $500,000,000. 

          "Cash Interest Expense" means, for any Person for any period, 
the Net Interest Expense of such Person for such period, plus (a) interest 
expense capitalized during construction for such period to the extent
deducted in the determination of such Net Interest Expense, less (b)
Non-Cash Interest Expense of such Person for such period.

          "CERCLA" has the meaning specified in the definition of 
"Environmental Laws". 

          "Change of Control" means (i) the acquisition by any Person or 
group determined in accordance with Section 13(d) of the Exchange Act as a 
result of a tender or exchange offer, open market purchases, privately
negotiated purchases or otherwise, of beneficial ownership (within the 
meaning of Rule 13d-3 under the Exchange Act), directly or indirectly, of
Stock or Stock Equivalents of the Borrower representing ownership of or the
right to acquire at least 25% of the Voting Stock of the Borrower or (ii)
individuals who were directors of the Borrower on the date hereof shall at
any time cease to constitute a majority of the board of directors of the
Borrower unless the election, or the nomination for election by the
Borrower's stockholders, of each new director was approved by a vote of at
least a majority of the board of directors then still in office who were
directors on the date hereof (including for these purposes (but, in the case
of a successor, without duplication) any new directors whose election or 
nomination was so approved). 

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

          "Citicorp USA" has the meaning specified in the first paragraph of
this Agreement.

          "Closing Date" means the first date on which a Revolving Credit
Loan is made or a Letter of Credit is issued.

          "Code" means the Internal Revenue Code of 1986 (or any successor
legislation thereto), as amended from time to time.

          "Collateral" means all property and interests in property and 
proceeds thereof now owned or hereafter acquired by any Loan Party in or 
upon which a Lien is purported to be granted in favor of the Secured Parties
under any of the Collateral Documents, except to the extent such property or
interests have been released from such Lien in accordance with the terms of
the applicable Collateral Document.

          "Collateral Documents" means the Borrower Security Agreement, the
Subsidiary Security Agreements, the Borrower Intellectual Property Security
Agreement, the Pledge Agreement, the Mortgages, the Lockbox Agreements and
any other document executed and delivered by a Loan Party or a Designated
Subsidiary granting a Lien in favor of the Secured Parties on any of its
property to secure payment of the Obligations.

          "Commitment Fee" has the meaning specified in Section 2.3(a).

          "Compensation" means, with respect to any Person, all payments and
accruals commonly considered to be compensation, including, without
limitation, all wages, salary, deferred payment arrangements, bonus payments
and accruals, profit sharing arrangements, payments in respect of stock 
option or phantom stock option or similar arrangements, stock appreciation
rights or similar rights, incentive payments, pension or employment benefit
contributions or similar payments, made to or accrued for the account of
such Person or otherwise for the direct or indirect benefit of such Person.

          "Contaminant" means any substance, material or waste regulated or
forming the basis of liability under any applicable Environmental Law,
including, without limitation, any waste, pollutant, hazardous substance, 
toxic substance, hazardous waste, special waste, petroleum or petroleum-
derived substance or waste, asbestos or asbestos containing material, 
polychlorinated biphenyls, urea, formaldehyde and any constituent of any
such substance or waste. 

          "Contingent Obligation" means, as applied to any Person, any
direct or indirect liability, contingent or otherwise, of such Person with
respect to any Indebtedness of another Person, if the purpose or intent of
such Person in incurring the Contingent Obligation is to provide assurance
to the obligee of such Indebtedness that such Indebtedness will be paid or
discharged, or that any agreement relating thereto will be complied with, or
that any holder of such Indebtedness will be protected (in whole or in part)
against loss in respect thereof.  Contingent Obligations of a Person 
include, without limitation, (a) the direct or indirect guarantee,
endorsement (other than for collection or deposit in the ordinary course of
business), co-making, discounting with recourse or sale with recourse by such
Person of Indebtedness of another Person, and (b) any liability of such
Person for Indebtedness of another Person through any agreement (contingent 
or otherwise) (i) to purchase, repurchase or otherwise acquire such
Indebtedness or any security therefor or to provide funds for the payment or
discharge of such Indebtedness (whether in the form of a loan, advance,
stock purchase, capital contribution or otherwise), (ii) to maintain the
solvency or any balance sheet item, level of income or financial condition 
of another Person, (iii) to make take-or-pay or similar payments, if 
required, regardless of non-performance by any other party or parties to an
agreement relating to Indebtedness, (iv) to purchase, sell or lease (as 
lessor or lessee) property, or to purchase or sell services, primarily for
the purpose of enabling the obligor to make payment of such Indebtedness or
to assure the holder of such Indebtedness against loss, or (v) to supply 
funds to or in any other manner invest in such other Person (including, 
without limitation, to pay for property or services irrespective of whether
such property is received or such services are rendered) in connection with
Indebtedness of such other Person, if in the case of any agreement described
under subclause (i), (ii), (iii), (iv) or (v) of this sentence the primary
purpose or intent thereof is as described in the preceding sentence.  The
amount of any Contingent Obligation shall be equal to the outstanding amount
of the Indebtedness so guaranteed or otherwise supported.

          "Contractual Obligation" of any Person means any obligation, 
agreement, undertaking or similar provision of any security issued by such
Person or of any agreement, undertaking, contract, lease, indenture, 
mortgage, deed of trust or other instrument (excluding, in each of the 
foregoing cases, a Loan Document) to which such Person is a party or by
which it or any of its property is bound or to which any of its properties
is subject, including, without limitation, any Government Contract of such
Person.

          "Cost Reduction Plan" means that certain cost reduction plan of
the Borrower, dated August 13, 1995, a copy of which was previously 
delivered by the Borrower to the Agent.

          "Cumulative EBITDA" means, with respect to the Borrower through
any date, the cumulative EBITDA of the Borrower since September 1, 1995
through such date with such period being considered a single accounting
period.

          "Currency Agreement" means any foreign exchange contract, currency
swap agreement or other similar agreement or arrangement.

          "Current Assets" means, with respect to any Person at any date, 
the total consolidated current assets of such Person and its Subsidiaries
at such date, determined in conformity with GAAP.

          "Current Liabilities" means, with respect to any Person at any
date, the total consolidated current liabilities of such Person and its
Subsidiaries at such date, determined in conformity with GAAP, other than, 
in the case of the Borrower and its Subsidiaries, liabilities in respect of
the Obligations.

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

          "Designated Subsidiary" means each of those foreign Subsidiaries
of the Borrower listed on Schedule 1.1(b).

          "Designated Subsidiary Letter of Credit Reimbursement Agreement"
has the meaning specified in Section 2.14(d).

          "DOL" means the United States Department of Labor, or any
successor thereto. 

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

          "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 II or such other office of such Lender as such Lender
may from time to time specify to the Borrower and the Agent.

          "EBITDA" means, for any Person for any period, the Net Income
(Loss) of such Person for such period taken as a single accounting period,
plus (a) the sum of the following amounts of such Person and its 
Subsidiaries for such period determined on a consolidated basis in 
conformity with GAAP to the extent included in the determination of such Net
Income (Loss):  (i) depreciation expense, (ii) amortization expense, (iii)
interest expense, (iv) income tax expense to the extent actually paid during
such period, (v) extraordinary losses (and other losses on Asset Sales not
otherwise included in extraordinary losses determined on a consolidated 
basis in conformity with GAAP) and (vi) non-cash charges (including the 
cumulative effect of accounting changes), less (b) the sum of the following
amounts of such Person and its Subsidiaries determined on a consolidated
basis in conformity with GAAP to the extent included in the determination of
such Net Income (Loss):  (i) extraordinary gains (and other gains on Asset
Sales not otherwise included in extraordinary gains determined on a
consolidated basis in conformity with GAAP), (ii) the Net Income (Loss) of 
any other Person that is accounted for by the equity method of accounting
except to the extent of the amount of dividends or distributions paid to
such Person, (iii) the Net Income (Loss) of any other Person acquired by
such Person or a Subsidiary of such Person in a transaction accounted for as
a pooling of interests for any period prior to the date of such acquisition
and (iv) non-cash credits (including the cumulative effect of accounting
changes).

          "Eligible Assignee" means (a) a commercial bank organized under
the laws of the United States, or any State thereof, and having a combined
capital and surplus of at least $250,000,000, (b) a commercial bank 
organized under the laws of any other country which is a member of the
Organization for Economic Cooperation and Development (the "OECD"), or a
political subdivision of any such country, and having a combined capital and
surplus of at least $250,000,000, as long as that such bank is acting through
a branch or agency located in the country in which it is organized or
another country which is also a member of the OECD or the Cayman Islands,
(c) the central bank of any country which is a member of the OECD, (d) a 
finance company, insurance company or other financial institution or fund
(whether a corporation, partnership, trust or other entity) that is engaged
in making, purchasing or otherwise investing in commercial loans in the
ordinary course of its business and having a combined capital and surplus of
at least $250,000,000, (e) any Lender and (f) any Affiliate of any Lender.

          "Eligible Inventory" means, Inventory of the Borrower and 
Intergraph Canada (i) in which the Agent has a fully perfected first 
priority Lien, (ii) with respect to which no warranty contained in any of
the Loan Documents has been breached, (iii) which is not, in the reasonable
opinion of the Agent, obsolete or unmerchantable, (iv) for which the Agent
has received a Landlord Waiver and Consent, if appropriate, and (v) which
the Majority Lenders, acting in their reasonable credit judgment, deem to
be Eligible Inventory, based on such credit and collateral considerations as
such Majority Lenders may deem appropriate.  Eligible Inventory shall be 
valued at the lower of the weighted average cost basis or market value.

          "Eligible Machinery and Equipment" means the machinery and 
equipment of the Borrower (to the extent owned by the Borrower) described in
the appraisal from AccuVal Associates, Incorporated, dated July 10, 1995, a
copy of which has previously been delivered by the Borrower to the Agent (or
in any appraisal conducted after the date hereof pursuant to Section 6.12(o),
which appraisal shall be in form and substance satisfactory to the Agent),
in which the Agent has a fully perfected first priority Lien.

          "Eligible Real Property" means the real property of the Borrower
(to the extent owned by the Borrower) described in the appraisals from
Jackson-Cross Company, dated July 10, 1995 and July 12, 1995, copies of
which have previously been delivered by the Borrower to the Agent (or in any
appraisal conducted after the date hereof pursuant to Section 6.12(o), which
appraisal shall be in form and substance satisfactory to the Agent), in 
which the Agent has a fully perfected first priority Lien.

          "Eligible Receivables" means the gross outstanding balance, less
all finance charges, late fees and other fees which are unearned, and
credits and allowances granted, of those Accounts of the Borrower or
Intergraph Canada arising out of sales, leases or licenses of Inventory,
merchandise, goods or services in the ordinary course of business, made by
the Borrower and Intergraph Canada to a Person which is not an Affiliate of
the Borrower or Intergraph Canada, which are not in dispute, and which 
constitute Collateral in which the Agent has a fully perfected first
priority security interest and, if the account debtor is a Governmental
Authority and the transaction represented thereby is in excess of $1,000,000,
the Borrower or Intergraph Canada has assigned its rights to payment of such
account to the Agent pursuant to the Assignment of Claims Act of 1940, as
amended, in the case of a United States federal Governmental Authority, or 
to applicable state law, if any, in the case of any other domestic
Governmental Authority, or to applicable Canadian federal or provincial law,
if any, in the case of a Canadian Governmental Authority, and, if requested 
by the Majority Lenders, such assignment has been accepted and acknowledged
by the appropriate government officers, except that (i) no such assignment
shall be required for those Accounts which, pursuant to the terms of the
Government Contract relating thereto, are classified and are prohibited from
being disclosed and (ii) those Accounts where the account debtor is a state
Governmental Authority shall not be excluded from being an Eligible
Receivable for a period of 60 days from the Closing Date merely because no
such assignment of the account relating thereto shall have been made; 
provided, however, that, unless consented to by the Majority Lenders, an
Account shall in no event be an Eligible Receivable if: 

          (a)    (i) with respect to any account debtor other than a 
Governmental Authority, such Account is more than (x) 60 days past due
according to the original terms of sale or (y) 90 days past the original
invoice date thereof and (ii) with respect to any account debtor that is a
Governmental Authority, such Account is more than (x) 90 days past due
according to the original terms of sale or (y) 120 days past the original
invoice date thereof; or

          (b)    any representation or warranty contained in this Agreement
 or any other Loan Document is not true and correct with respect to such 
Account; or

          (c)    the account debtor on such Account has disputed liability
or made any material claim with respect to any other Account due from such 
account debtor to the Borrower or any of the Guarantors and such account
debtor has refused to pay any or all other Accounts owing to the Borrower or
any of its Subsidiaries until such disputed liability is resolved; or

          (d)    the account debtor on such Account has filed a petition for
bankruptcy or any other relief under the Bankruptcy Code or any other U.S. 
or Canadian federal or provincial law relating to bankruptcy, insolvency,
reorganization or relief of debtors; made an assignment for the benefit of
creditors; had filed against it any petition or other application for relief
under the Bankruptcy Code or any such other law; has failed, suspended
business operations, become insolvent, called a meeting of its creditors 
for the purpose of obtaining any financial concession or accommodation, or
had or suffered a receiver or a trustee to be appointed for all or a
significant portion of its assets or affairs; or

          (e)    the account debtor on such Account is also a supplier to or
creditor of the Borrower or any of the Guarantors; provided, however, that
only that portion of the Accounts of such account debtor that would 
otherwise constitute Eligible Receivables as is equal to the estimated
amount of payables owing by the Borrower or its Subsidiaries to such account
debtor, as determined by the Agent, in its sole discretion, shall be deemed
ineligible solely by reason of this clause (e); and provided further that, 
if such account debtor has agreed, in writing to the satisfaction of the
Agent, not to offset any of its accounts with the Borrower or any of the
Guarantors, no amount shall be deemed ineligible solely by reason of this 
clause (e); or 

          (f)    the sale represented by such Account is to an account 
debtor outside the United States or Canada, unless the sale is on letter of
credit or acceptance terms acceptable to the Agent, in its sole judgment; or

          (g)    the sale to such account debtor on such Account is on a
bill-and-hold, guaranteed sale, sale-and-return, sale-on-approval or
consignment basis; or

          (h)    such Account is subject to a Lien in favor of any Person
other than the Secured Parties; or 

          (i)    such Account is subject to any material deduction, offset,
counterclaim, return privilege or other conditions; or

          (j)    the account debtor on such Account is located in New Jersey
or Minnesota, unless the Borrower is the obligee on such Account and (i) has
received a certificate of authority to do business and is in good standing
in such state or (ii) has filed a Notice of Business Activities Report with
the appropriate office or agency of such state for the current year; or 

          (k)    the Agent, in accordance with its customary criteria, deems
such Account ineligible; or 

          (l)    50% or more of the outstanding Accounts of the account 
debtor or such Account that constituted Eligible Receivables at the time
they arose have become, or have been determined by the Agent to be, 
ineligible; or 

          (m)    the sale represented by such Account is denominated in 
other than Dollars or, with respect to sales made by Intergraph Canada, in
other than Canadian Dollars, except for sales made by the Borrower that are
not denominated in Dollars to the extent, at the date of determination, not 
in excess of $5,000,000 determined on a spot equivalent basis; or

          (n)    the Agent believes, in its sole discretion, that the 
collection of such Account is insecure or that such Account may not be paid;
or 

          (o)    the Borrower or any Guarantor, in order to be entitled to
collect such Account, is required to perform any additional service for, or
perform or incur any additional obligation to, the Person to whom or to
which it was made; or

          (p)    Accounts of such account debtor (other than those account
debtors which are (i) Governmental Authorities or (ii) approved by the 
Majority Lenders) represent more than 10% of the Eligible Receivables at
such time or such account debtor is approved by the Agent and Accounts of
such account debtor represent more than 15% of the Eligible Receivables at
such time, except that, in either case, only the amount in excess of the 
specified percentage shall be deemed ineligible solely by reason of this 
clause (p) and then only to the extent that the payment of such excess is 
not covered by a letter of credit or such other assurance of payment as is
acceptable to the Agent, in its sole judgment.

          "Environmental Laws" means all federal, state and local laws,
statutes, ordinances and regulations, now or hereafter in effect, and in
each case as amended or supplemented from time to time, and any judicial or
administrative interpretation thereof, including, without limitation, any
judicial or administrative order, consent decree or judgment relating to the
regulation and protection of human or employee health, safety, the
environment or natural resources (including, without limitation, ambient
air, surface water, groundwater, wetlands, land surface or subsurface 
strata, wildlife, aquatic species and vegetation).  Environmental Laws
include, but are not limited to, the Comprehensive Environmental Response, 
Compensation, and Liability Act of 1980, as amended (42 U.S.C. Section 9601 et
seq.) ("CERCLA"); the Hazardous Material Transportation Act, as amended (49 
U.S.C. Section 1801 et seq.); the Federal Insecticide, Fungicide, and 
Rodenticide Act, as amended (7 U.S.C. Section 136 et seq.); the Resource 
Conservation and Recovery Act, as amended (42 U.S.C. Section 6901 et seq.) 
("RCRA"); the Toxic Substance Control Act, as amended (15 U.S.C. Section 2601
et seq.); the Clean Air Act, as amended (42 U.S.C. Section 7401 et seq.); the
Federal Water Pollution Control Act, as amended (33 U.S.C. Section 1251 et 
seq.); the Occupational Safety and Health Act, as amended (29 U.S.C. Section
651 et seq.); and the Safe Drinking Water Act, as amended (42 U.S.C. Section
300f et seq.), and their state, local and foreign counterparts or equivalents
and any transfer of ownership notification or approval statutes, including, 
without limitation, the New Jersey Industrial Site Recovery Act (N.J. Stat. 
Ann. Section 13:1K-6 et seq.).

          "Environmental Liabilities and Costs" means, as to any Person, all
liabilities, obligations, responsibilities, Remedial Actions, losses,
damages, punitive damages, consequential damages, treble damages, costs and 
expenses (including, without limitation, all fees, disbursements and expenses
of counsel, experts and consultants and costs of investigation and
feasibility studies and Remedial Actions), fines, penalties, sanctions and 
interest incurred as a result of any claim or demand by any other Person, 
whether based in contract, tort, implied or express warranty, strict 
liability, criminal or civil statute, including, without limitation, any 
thereof arising under any Environmental Law, Permit, order or agreement 
with any Governmental Authority or other Person, and which relate to any
environmental, health or safety condition, or a Release or threatened 
Release, and result from the past, present or future operations of, or 
ownership of property by, such Person or any of its Subsidiaries.

          "Environmental Lien" means any Lien in favor of any Governmental
Authority for Environmental Liabilities and Costs.

          "Environmental Reports" has the meaning specified in Section 3.2(c).

          "ERISA" means the Employee Retirement Income Security Act of 1974
(or any successor legislation thereto), as amended from time to time.

          "ERISA Affiliate" means any Person, or trade or business (whether
or not incorporated) under common control with the Borrower or any of its 
Subsidiaries within the meaning of Section 414 (b), (c), (m) or (o) of the
Code.

          "ERISA Event" means (a) a reportable event described in Section
4043(b)(1), (2), (3), (5), (6), (8) or (9) of ERISA with respect to a Title
IV Plan or a Multiemployer Plan, (b) the withdrawal of the Borrower, any of 
its Subsidiaries or any ERISA Affiliate from a Title IV Plan subject to 
Section 4063 of ERISA during a plan year in which it was a substantial
employer, as defined in Section 4001(a)(2) of ERISA, (c) the complete or
partial withdrawal of the Borrower, any of its Subsidiaries or any ERISA
Affiliate from any Multiemployer Plan, (d) the filing of a notice of intent 
to terminate a Title IV Plan or the treatment of a plan amendment as a
termination under Section 4041 of ERISA, (e) the institution by the PBGC of
proceedings to terminate a Title IV Plan or Multiemployer Plan or to appoint
a trustee to administer any Title IV Plan, (f) the failure to make any
contribution required by applicable law to a Qualified Plan, (g) the 
insolvency or notice of reorganization of a Multiemployer Plan, (h) any
other event or condition which might reasonably be expected to constitute
grounds under Section 4042 of ERISA for the termination of, or the 
appointment of a trustee to administer, any Title IV Plan or Multiemployer
Plan or the imposition of any liability under Title IV of ERISA, other than
for PBGC premiums due but not delinquent under Section 4007 of ERISA or (i) a
non-exempt prohibited transaction with respect to a Qualified Plan for which 
the Borrower or any of its Subsidiaries has liability.

          "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" below its
name on Schedule II (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 Agent.

          "Eurodollar Rate" means, for any Interest Period, an interest rate
per annum equal to the rate per annum obtained by dividing (a) the rate of
interest determined by the Agent to be 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 in an
amount substantially equal to the Eurodollar Rate Loan of Citibank during 
such Interest Period and 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.

          "Eurodollar Rate Loan" means any outstanding principal amount of
the Revolving Credit Loans of any Lender that, for an Interest Period, bears
interest at a rate determined with reference to the Eurodollar Rate.

          "Eurodollar Rate Reserve Percentage" for any Interest Period means
the reserve percentage applicable two Business Days before the first day of
such Interest Period under regulations issued from time to time by the Board
of Governors of the Federal Reserve System for determining the maximum 
reserve requirement (including, without limitation, any emergency,
supplemental or other marginal reserve requirement) for a member bank of the
Federal Reserve System in New York City with respect to liabilities or
assets consisting of or including Eurocurrency Liabilities (or with respect
to any other category of liabilities which includes deposits by reference 
to which the Eurodollar Rate is determined) having a term equal to such 
Interest Period.

          "Event of Default" has the meaning specified in Section 8.1.

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

          "Executive Loan Program" means that certain loan program for
executive officers of the Borrower, as amended, dated March 17, 1994.

          "Fair Market Value" means (a) with respect to any asset (other
than a marketable security) at any date, the value of the consideration
obtainable in a sale of such asset at such date assuming a sale by a willing
seller to a willing purchaser dealing at arm's length and arranged in an
orderly manner over a reasonable period of time having regard to the nature
and characteristics of such asset, as reasonably determined by the seller,
or, if such asset shall have been the subject of a relatively contemporaneous
appraisal by an independent third party appraiser, the basic assumptions 
underlying which have not materially changed since its date and are still
valid, as set forth in such appraisal, and (b) with respect to any 
marketable security at any date, the closing sale price of such security on
the business day (on which any national securities exchange is open for the
normal transaction of business) next preceding such date, as appearing in 
any published list of any national securities exchange or in the National
Market List of the National Association of Securities Dealers, Inc. or, if
there is no such closing sale price of such security, the final price for
the purchase of such security quoted on such business day by a financial
institution of recognized standing which regularly deals in securities of
such type.

          "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 Agent from 
three Federal funds brokers of recognized standing selected by it.

          "Fiscal Quarter" means each of the three month periods ending on
March 31, June 30, September 30 and December 31.

          "Fiscal Year" means the twelve-month period ending on December 31.

          "Fixed Charge Coverage Ratio" means, with respect to any Person 
for any period, the ratio of (a) the EBITDA of such Person for such period
less the sum of (i) Capital Expenditures of such Person for such period, 
(ii) Capitalized Software Development Costs of such Person for such period
and (iii) the increase, if any, in the Working Capital of such Person at the
end of such period from the Working Capital of such Person at the beginning
of such period plus the sum of (i) all rentals of such Person for such 
period included within the calculation of the Fixed Charges of such Person 
for such period and (ii) the decrease, if any, in the Working Capital of
such Person at the end of such period from the Working Capital of such
Person at the beginning of such period to (b) the Fixed Charges of such 
Person for such period. 

          "Fixed Charges" means, for any Person for any period, the sum,
without duplication, of (a) the Cash Interest Expense of such Person for
such period, (b) all rentals under leases of real, personal or mixed
property in respect of such period which are reflected as expenses on the
statements of income for such period by such Person and each of its 
Subsidiaries determined on a consolidated basis in conformity with GAAP,
(c) the principal amount of Indebtedness for borrowed money of such Person
and each of its Subsidiaries determined on a consolidated basis in conformity
with GAAP having a scheduled due date during such period, (d) all amounts
having a scheduled due date during such period payable on Capitalized Lease
Obligations by such Person and each of its Subsidiaries determined on a 
consolidated basis in conformity with GAAP and (e) all dividends payable in
cash during such period by such Person and its Subsidiaries on preferred
stock in respect of such period other than to the Borrower and its
Subsidiaries.

          "GAAP" means generally accepted accounting principles in the
United States of America as in effect from time to time set forth in the 
opinions and pronouncements of the Accounting Principles Board and the
American Institute of Certified Public Accountants and the statements and
pronouncements of the Financial Accounting Standards Board, or in such other
statements by such other entity as may be in general use by significant
segments of the accounting profession, which are applicable to the 
circumstances as of the date of determination except that, for purposes of 
Article V, GAAP shall be determined on the basis of such principles in
effect on the date hereof and consistent with those used in the preparation 
of the audited financial statements referred to in Section 4.5.

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

          "Government Contract" means any bid, quotation, proposal,
contract, agreement, work authorization, lease, commitment or sale or
purchase order of the Borrower that is with the United States Government or
a United States Governmental Authority, or any state or local government, or
of Intergraph Canada that is with the federal government of Canada or any
province or local Canadian Governmental Authority.

          "Guarantor" means each Subsidiary of the Borrower incorporated
under the laws of Canada, any province of Canada, any state of the United 
States of America or the District of Columbia having Total Assets of $100,000
or more.

          "Guaranty" means a guaranty, in substantially the form of Exhibit
H-1, executed by each Guarantor with Total Assets of $100,000 or more (other
than Intergraph Canada), as such guaranty may be amended, supplemented or
otherwise modified from time to time.

          "Indebtedness" of any Person means, without duplication, (a) all
indebtedness of such Person for borrowed money (including, without 
limitation, reimbursement and all similar obligations with respect to
surety bonds, letters of credit and bankers' acceptances, whether or not
matured), (b) all indebtedness of such Person for the deferred purchase
price of property or services but not including obligations to trade
creditors incurred in the ordinary course of business consistent with past
practice and which are not past due, (c) all indebtedness of such Person 
evidenced by notes, bonds, debentures or similar instruments, (d) all
indebtedness of such Person 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 Capitalized Lease Obligations of such Person, (f)
all Contingent Obligations of such Person, (g) all obligations of such
Person to purchase, redeem, retire, defease or otherwise acquire for value
any Stock or Stock Equivalents of such Person (other than with Stock or
Stock Equivalents of such Person in respect of which such Person has no
purchase, redemption, retirement, defeasance or other acquisition obligation),
(h) all obligations of such Person under Interest Rate Contracts and
Currency Agreements, (i) all Indebtedness referred to in clause (a), (b),
(c), (d), (e), (f), (g) or (h) above secured by (or for which the holder of
such Indebtedness has an existing right, contingent or otherwise, to be
secured by) any Lien upon or in property (including, without limitation, 
Accounts and general intangibles) owned by such Person, even though such
Person has not assumed or become liable for the payment of such 
Indebtedness, and (j) in the case of the Borrower, the Obligations. 

          "Indemnitees" has the meaning specified in Section 10.4(b).

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

          "Interest Period" means, in the case of any Eurodollar Rate Loan,
(a) initially, the period commencing on the date such Eurodollar Rate Loan
is made or on the date of conversion of a Base Rate Loan to such Eurodollar
Rate Loan and ending one, two, three or six months thereafter, as selected
by the Borrower in its Notice of Borrowing or Notice of Conversion or
Continuation given to the Agent pursuant to Section 2.2 or 2.7, and (b)
thereafter, if such Eurodollar Rate Loan is continued, in whole or in part,
as a Eurodollar Rate Loan pursuant to Section 2.7, a period commencing on
the last day of the immediately preceding Interest Period therefor and
ending one, two, three or six months thereafter, as selected by the Borrower
in its Notice  of Conversion or Continuation given to the Agent pursuant to
Section 2.7; provided, however, that all of the foregoing provisions 
relating to Interest Periods with respect to Eurodollar Rate Loans are 
subject to the following:

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

                    (ii)      any Interest Period that begins on the last 
     Business Day of a calendar month (or on a day for which  there is no 
     numerically corresponding day in the calendar month at the end of such
     Interest Period) shall end on the last Business Day of a calendar month;

                    (iii)     the Borrower may not select any Interest Period
     which ends after the date of a scheduled principal payment on the
     Eurodollar Rate Loans as set forth in Article II unless, after giving 
     effect to such selection, the aggregate unpaid principal amount of the
     Eurodollar Rate Loans for which Interest Periods end after such 
     scheduled principal payment shall be equal to or less than the principal
     amount to which the Eurodollar Rate Loans are  required to be reduced
     after such scheduled principal payment is made;

                    (iv)      the Borrower may not select any Interest Period
     in respect of Eurodollar Rate Loans having an aggregate principal amount
     of less than $2,000,000; and 

                    (v)       there shall be outstanding at any one time no more
     than five Interest Periods in the aggregate.

          "Interest Rate Contracts" means interest rate swap agreements,
interest rate cap agreements, interest rate collar agreements, interest rate
insurance and other agreements or arrangements designed to provide
protection against fluctuations in interest rates.

          "Intergraph Canada" means Intergraph Canada Ltd., an Alberta
 corporation.

          "Inventory" has the meaning specified in the Borrower Security 
Agreement in the case of the Borrower and in each Subsidiary Security
Agreement in the case of Intergraph Canada.

          "Investments" has the meaning specified in Section 7.6.

          "IRS" means the Internal Revenue Service, or any successor thereto.

          "Issuer" and "Issuers" have the meanings specified in the first 
paragraph of this Agreement.

          "Landlord Waiver and Consent" has the meaning specified in Section
6.20.

          "Lender" and "Lenders" have the meanings specified in the first 
paragraph of this Agreement. 

          "Letter of Credit" means any letter of credit issued for the
account of the Borrower by any Issuer pursuant to Section 2.14.

          "Letter of Credit Obligations" means, at any time, all liabilities
at such time of the Borrower to any Issuer with respect to Letters of Credit,
whether or not any such liability is contingent, and includes, without
limitation, the sum of (a) the Reimbursement Obligations at such time and
(b) the Letter of Credit Undrawn Amounts at such time. 

         "Letter of Credit Reimbursement Agreements" means, collectively,
the Borrower Letter of Credit Reimbursement Agreements and the Designated
Subsidiary Letter of Credit Reimbursement Agreements.

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

          "Letter of Credit Sublimit" means (a) $30,000,000 of Letter of 
Credit Obligations with respect to Letters of Credit issued to provide
credit support for indebtedness of a Designated Subsidiary to the extent
such indebtedness is permitted pursuant to Section 7.2 and (b) $25,000,000 of
Letter of Credit Obligations with respect to Letters of Credit issued for 
the purposes other than as set forth in clause (a) above.

          "Letter of Credit Undrawn Amounts" means, at any time, the 
aggregate undrawn face amount of all Letters of Credit outstanding at such
time.

          "Lien" means any mortgage, claim, deed of trust, pledge, 
hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory
or other), security interest or preference, priority or other security
agreement or preferential arrangement of any kind or nature whatsoever in
respect of property intended to assure payment of any Indebtedness or other
obligation, including, without limitation, any conditional sale or other 
title retention agreement, the interest of a lessor under a Capitalized
Lease Obligation, any financing lease having substantially the same economic
effect as any of the foregoing, and the filing, under the Uniform Commercial
Code or comparable law of any jurisdiction, of any financing statement 
naming the owner of the asset to which such Lien relates as debtor.

          "Loan Documents" means, collectively, this Agreement, the
Revolving Credit Notes, the Canadian Guaranty, the Guaranty, each Letter of
Credit Reimbursement Agreement, the Collateral Documents, and each agreement,
contract or facility evidencing, creating or otherwise giving rise to one or
more Other Obligations.

          "Loan Party" means each of the Borrower and each Guarantor.

          "Lockbox" has the meaning specified in the Lockbox Agreement.

          "Lockbox Agreement" means each agreement executed by the Borrower, 
the bank referred to therein and the Agent, substantially in the form of
Exhibit L with such changes as may be consented to by the Agent, provided
that each such agreement shall provide for (i) an assignment of and a first 
priority security interest in the account referred to therein, (ii) the
transfer of exclusive dominion and control of such account to the Agent and
(iii) a daily sweep of all cash collected from such account, as each such 
agreement may be amended, supplemented or otherwise modified from time to
time.

          "Majority Lenders" means, at any time, Lenders holding at least 
51% of the Revolving Credit Commitments; provided, however, that if the 
Revolving Credit Commitments have been terminated, it means Lenders holding
at least 51% of the outstanding Revolving Credit Loans and Letter of Credit
Obligations.

          "Material Adverse Change" means a material adverse change in any
of (a) the condition (financial or otherwise), business, performance, 
prospects, operations or properties of the Borrower and its Subsidiaries
taken as one enterprise, (b) the legality, validity or enforceability of any
Loan Document, (c) the perfection or priority of the Liens granted pursuant
to the Collateral Documents, (d) the ability of the Borrower to repay the
Obligations or of any Loan Party to perform its obligations under any Loan
Document or (e) the rights and remedies under the Loan Documents, taken as a
whole, of the Lenders, the Issuers or the Agent. 

          "Material Adverse Effect" means an effect that results in or 
causes, or has a reasonable likelihood of resulting in or causing, a 
Material Adverse Change.

          "Mortgages" means the mortgages or deeds of trust, as appropriate,
made or required herein to be made by the Borrower or any of the Guarantors
in substantially the forms of Exhibits M and N, respectively, as such
Mortgages may be amended, supplemented or otherwise modified from time to
time.

          "Multiemployer Plan" means a multiemployer plan, as defined in 
Section 4001(a)(3) of ERISA to which the Borrower, any of its Subsidiaries
or any ERISA Affiliate makes, is obligated to make, or has made or been 
obligated to make within the preceding six years, contributions on behalf of
participants who are or were employed by any of them.

          "Net Income (Loss)" means, for any Person for any period, the
aggregate of net income (or loss) of such Person and its Subsidiaries for
such period, determined on a consolidated basis in conformity with GAAP.

          "Net Interest Expense" means, for any Person for any period, gross
interest expense of such Person and its Subsidiaries for such period 
determined on a consolidated basis in conformity with GAAP, less (a) the 
following for such Person and its Subsidiaries determined on a consolidated
basis in conformity with GAAP:  the sum of (i) interest capitalized during
construction for such period, (ii) interest income for such period, and 
(iii) gains for such period on Interest Rate Contracts (to the extent not
included in interest income above and to the extent not deducted in the
calculation of such gross interest expense), plus (b) the following for 
such Person and its Subsidiaries determined on a consolidated basis in
conformity with GAAP:  the sum of (i) losses for such period on Interest Rate
Contracts (to the extent not included in such gross interest expense), and 
(ii) the amortization of upfront costs or fees for such period associated
with Interest Rate Contracts (to the extent not included in gross interest
expense).

          "Net Worth" of any Person means, at any date, the excess of the
Total Assets of such Person at such date over the Total Liabilities of such
Person at such date; provided, however, that in the case of the Borrower
(i) there shall be excluded from Total Assets all amounts outstanding under
the Executive Loan Program and (ii) there shall be deducted from Net Worth
the amount of any cumulative translation adjustment determined in conformity
with GAAP.

          "Non-Cash Interest Expense" means, for any Person for any period,
the sum of the following amounts to the extent included in Net Interest 
Expense of such Person for such period:  (a) the amount of amortized debt 
discount and debt issuance costs, (b) charges relating to write-ups or 
write-downs in the book or carrying value of existing Indebtedness, and 
(c) interest payable in evidences of Indebtedness or otherwise not payable
in cash.

          "Notice of Borrowing" has the meaning specified in Section 2.2(a).

          "Notice of Continuation or Conversion" has the meaning specified 
in Section 2.7.

          "Obligations" means the Revolving Credit Loans, the Letter of
Credit Obligations, the Other Obligations and all other advances, debts,
liabilities, obligations, covenants and duties owing by the Borrower to the
Agent, any Lender, any Issuer, any Affiliate of any of them or any 
Indemnitee, of every type and description, present or future, whether or not
evidenced by any note, guaranty or other instrument, arising under this 
Agreement or under any other Loan Document, whether or not for the payment of
money, whether arising by reason of an extension of credit, opening or 
amendment of a Letter of Credit or payment of any draft drawn thereunder,
loan, guaranty, indemnification, Interest Rate Contract or Currency 
Agreement entered into and permitted in accordance with Section 7.12 or in 
any other manner, whether direct or indirect (including, without limitation,
those acquired by assignment), absolute or contingent, due or to become due,
now existing or hereafter arising and however acquired.  The term 
"Obligations" includes, without limitation, all interest, charges, expenses,
fees, attorneys' fees and disbursements and any other sum chargeable to the
Borrower under this Agreement or any other Loan Document, all obligations of
the Borrower to cash collateralize Letter of Credit Obligations or Other
Obligations, and all Letter of Credit Obligations of each Designated 
Subsidiary with respect to the Credit (as defined in the Designated 
Subsidiary Reimbursement Agreement) issued for the benefit of each such 
Designated Subsidiary.

          "Other Obligations" means the total exposure of the Borrower to a
Lender or any Affiliate of a Lender, as determined by such Lender or such 
Affiliate in accordance with its customary criteria, arising from any and 
all Interest Rate Contracts and Currency Agreements entered into by the 
Borrower in accordance with Section 7.12 with such Lender or Affiliate.

          "Other Taxes" has the meaning specified in Section 2.12(b).

          "PBGC" means the Pension Benefit Guaranty Corporation, or any 
successor thereto.

          "Permit" means any consent, permit, approval, authorization,
license, order, directive, variance or permission required from a 
Governmental Authority under an applicable Requirement of Law.

          "Person" means an individual, partnership, corporation (including,
without limitation, a business trust), limited liability company, joint 
stock company, trust, incorporated or unincorporated association, joint
venture or other entity, or a Governmental Authority.

          "Pledge Agreement" means an agreement, in substantially the form
of Exhibit F, executed by the Borrower, M&S Computing Investments, Inc. and 
Intergraph Delaware, Inc., as such agreement may be amended, supplemented or
otherwise modified from time to time.  

          "Qualified Plan" means a retirement plan intended to qualify under
Section 401(a) of the Code which the Borrower, any of its Subsidiaries or
any ERISA Affiliate maintains or makes, is obligated to make, or has made or
been obligated to make within the preceding six years, contributions on 
behalf of participants who are or were employed by any of them, other than a
Multiemployer Plan.

          "Quebec Subsidiary Hypothecation Agreement" means an agreement, in
substantially the form of Exhibit G-3, executed by Intergraph Canada, as such
agreement may be amended, supplemented or otherwise modified from time to 
time.

          "Ratable Portion" or "ratably" means, with respect to any Lender, 
the quotient obtained by dividing the Revolving Credit Commitment of such
Lender by the Revolving Credit Commitments of all Lenders; provided,
however, that if the Revolving Credit Commitments have been terminated, it
means the quotient obtained by dividing the outstanding principal amount of
Revolving Credit Loans and the outstanding Letter of Credit Obligations held
by such Lender by the outstanding principal amount of all Revolving Credit
Loans and outstanding Letter of Credit Obligations held by all Lenders.  
Except as otherwise specifically provided herein, payments of principal of
the Revolving Credit Loans shall be made pro rata in accordance with the
respective unpaid principal amounts of the Revolving Credit Loans held by the
Lenders and payments of interest on the Revolving Credit Loans shall be made
pro rata in accordance with the respective amounts of unpaid interest on the
Revolving Credit Loans owed to all the Lenders.

          "RCRA" has the meaning specified in the definition of
"Environmental Laws."

          "Register" has the meaning specified in Section 10.7(c).

          "Reimbursement Obligations" means all matured reimbursement or
repayment obligations of the Borrower and the Designated Subsidiaries to an
Issuer for payment by such Issuer of any draft drawn under a Letter of Credit.

          "Release" means any release, spill, emission, leaking, pumping,
injection, exhaustion, deposit, disposal, discharge, dispersal, leaching or
migration, in each case of any Contaminant, into the indoor or outdoor
environment or into or out of any property owned or operated by such Person,
including, without limitation, the movement of Contaminants through or in
the air, soil, surface water, ground water or property.

          "Remedial Action" means all actions required or voluntarily 
undertaken to (a) clean up, remove, treat or in any other way address
Contaminants in the indoor or outdoor environment, (b) prevent the Release
or threat of Release or minimize the further Release of Contaminants so they
do not migrate or endanger or threaten to endanger public health or welfare
or the indoor or outdoor environment, (c) perform pre-remedial studies and
investigations and post-remedial monitoring and care or (d) bring facilities
on any property owned, operated or leased by the Borrower or any of its 
Subsidiaries into compliance with applicable Environmental Laws.

          "Requirement of Law" means, as to any Person, the certificate of 
incorporation and by-laws or other organizational or governing documents of
such Person, and all federal, state, provincial, local and foreign laws,
rules and regulations and all orders, judgments, decrees or other 
determinations of any Governmental Authority or arbitrator, applicable to 
or binding upon such Person or any of its property or to which such Person 
or any of its property is subject.

          "Responsible Officer" means, with respect to any Person, any of 
the executive officers of such Person.  

          "Revolving Credit Borrowing" means a borrowing consisting of
Revolving Credit Loans made on the same day by the Lenders ratably according
to their respective Revolving Credit Commitments.

          "Revolving Credit Commitment" means, as to any Lender, the
commitment of such Lender to make Revolving Credit Loans to the Borrower
pursuant to Section 2.1 in the aggregate principal amount outstanding not to
exceed the amount set forth opposite such Lender's name on Schedule I, as
such amount may be reduced or modified pursuant to this Agreement and 
"Revolving Credit Commitments" means the aggregate Revolving Credit
Commitments of all Lenders. 

          "Revolving Credit Loan" means a loan made by a Lender to the
Borrower pursuant to Section 2.1. 

          "Revolving Credit Note" means a promissory note of the Borrower
payable to the order of any Lender in a principal amount equal to the amount
of such Lender's Revolving Credit Commitment as originally in effect, in
substantially the form of Exhibit A, evidencing the aggregate Indebtedness
of the Borrower to such Lender resulting from the Revolving Credit Loans
made by such Lender.

          "SEC" means the Securities and Exchange Commission.

          "Secured Parties" means the Lenders, the Issuers, the Agent and
any other holders of any Other Obligation.

          "Solvency Letter" means a letter, in form and substance 
satisfactory to each Lender, attesting to the solvency of the Borrower and
its Subsidiaries delivered by Valuation Research Corporation.

          "Solvent" means, with respect to any Person, that the value of the
assets of such Person (both at fair value and present fair saleable value)
is, on the date of determination, greater than the total amount of 
liabilities (including, without limitation, contingent and unliquidated 
liabilities) of such Person as of such date and that, as of such date, such
Person is able to pay all liabilities of such Person as such liabilities
mature and does not have unreasonably small capital.  In computing the
amount of contingent or unliquidated liabilities of any Person at any time,
such liabilities will be computed at the amount which, in 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.

          "Stock" means shares of capital stock, beneficial or partnership
interests, participations or other equivalents (regardless of how 
designated) of or in a corporation, company, partnership or equivalent 
entity, whether voting or non-voting, and includes, without limitation,
common stock and preferred stock.

          "Stock Equivalents" means all securities convertible into or 
exchangeable for Stock and all warrants, options or other rights to purchase
or subscribe for any Stock, whether or not presently convertible, 
exchangeable or exercisable.

          "Strategic Alliance" means any joint venture, cooperative
development arrangement, joint research, development or marketing
arrangement, strategic alliance or similar joint undertaking.

          "Subsidiary" means, with respect to any Person, any corporation,
partnership or other business entity, other than, in the case of the 
Borrower and any of its Subsidiaries, any Strategic Alliance entered into in
the ordinary course of business consistent with past practice, of which an
aggregate of more than 50% of the outstanding Voting Stock is, at the time, 
directly or indirectly, owned or controlled by such Person and/or one or 
more Subsidiaries of such Person.

          "Subsidiary Security Agreements" means, collectively, the Alberta
Subsidiary Security Agreement and the Quebec Subsidiary Hypothecation
Agreement.

          "Tax Affiliate" means, as to any Person, any past or present
Subsidiary of such Person, and any past or present Affiliate of such Person,
with which such Person filed or files or was or is eligible to file 
consolidated, combined or unitary tax returns.

          "Taxes" has the meaning specified in Section 2.12(a).

          "Tax Returns" has the meaning specified in Section 4.3(a).

          "Termination Date" means the earliest of (a) five Business Days
 after the date hereof unless the Closing Date occurs prior thereto, 
(b) October 6, 1998 and (c) the date of termination in whole of the Revolving
Credit Commitments pursuant to Section 2.4 or 8.2.

          "Title IV Plan" means a Qualified Plan which is covered by Title IV
of ERISA.

          "Title Insurance Policy" has the meaning specified in Section 
3.1(j)(i).

          "Total Assets" of any Person means, at any date, the total assets 
of such Person and its Subsidiaries at such date determined on a 
consolidated basis in conformity with GAAP.

          "Total Liabilities" of any Person means, at any date, all 
obligations which in conformity with GAAP would be included in determining 
total liabilities as shown on the liabilities side of a consolidated balance
sheet of such Person and its Subsidiaries at such date, and in any event 
includes, without limitation, all Indebtedness of such Person or any of its
Subsidiaries at such date whether or not the same would be so shown.

          "Trigger Event" means the Borrower's failure to attain at the end
of each month set forth below at least the Cumulative EBITDA set forth below
for such period: 

    Through Month Ending             Cumulative Amount
    --------------------             -----------------
     September 1995                   $  4,000,000
     October 1995                     $ 10,000,000
     November 1995                    $ 15,000,000
     December 1995                    $ 30,000,000
     January 1996                     $ 32,000,000
     February 1996                    $ 35,000,000
     March 1996                       $ 44,000,000
     April 1996                       $ 47,000,000
     May 1996                         $ 53,000,000
     June 1996                        $ 61,000,000
     July 1996                        $ 70,000,000
     August 1996                      $ 79,000,000
     September 1996                   $ 96,000,000
     October 1996                     $103,000,000
     November 1996                    $110,000,000
     December 1996                    $120,000,000
     January 1997                     $135,000,000
     February 1997                    $146,000,000
     March 1997                       $160,000,000
     April 1997 and                   $200,000,000
       thereafter

          "Unfunded Pension Liability" means, as to the Borrower at any time,
the aggregate amount, if any, of the sum of (a) the amount by which the
present value of all accrued benefits under each Title IV Plan of the Borrower,
any of its Subsidiaries or any ERISA Affiliate exceeds the fair market value
of all assets of such Title IV Plan allocable to such benefits in accordance
with Title IV of ERISA, all determined as of the most recent valuation date
for each such Title IV Plan using the actuarial assumptions in effect under
such Title IV Plan, and (b) for a period of five years following a
transaction reasonably likely to be covered by Section 4069 of ERISA, the 
liabilities (whether or not accrued) that could be avoided by the Borrower, 
any of its Subsidiaries or any ERISA Affiliate as a result of such
transaction. 

          "Virginia Real Property" means all of the real property located 
at 2051 Mercator Drive, Reston, Virginia owned by the Borrower.

          "Voting Stock" means, with respect to any Person, Stock of such 
Person having ordinary voting power to elect a majority of the board of
directors, managers, trustees or other controlling persons (irrespective of
whether, at the time, Stock of any other class or classes of such entity 
shall have or might have voting power by reason of the happening of any
contingency).

          "Withdrawal Liability" means, as to the Borrower at any time, the
aggregate amount of the liabilities of the Borrower, any of its Subsidiaries
or any ERISA Affiliate pursuant to Section 4201 of ERISA, and any increase in
contributions required to be made pursuant to Section 4243 of ERISA, with 
respect to all Multiemployer Plans.
 
          "Working Capital" means, for any Person at any time, the Current
Assets of such Person at such time less the Current Liabilities of such
Person at such time.

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

          1.3.    Accounting Terms.  All accounting terms not specifically
defined herein shall be construed in conformity with GAAP and all accounting
determinations required to be made pursuant hereto shall, unless expressly
otherwise provided herein, be made in conformity with GAAP.

          1.4.    Certain Terms.  (a)  The words "herein," "hereof" and
"hereunder" and other words of similar import refer to this Agreement as a
whole, and not to any particular Article, Section, subsection or clause in
this Agreement. References herein to an Exhibit, Schedule, Article, Section,
subsection or clause refer to the appropriate Exhibit or Schedule to, or 
Article, Section, subsection or clause in this Agreement.

          (b)    The terms "Lender," "Issuer," and "Agent" include their
respective successors and the terms "Lender" and "Issuer" include each
assignee of such Lender or such Issuer who becomes a party hereto pursuant
to Section 10.7.

          (c)    Upon the appointment of any successor Agent pursuant to
Section 9.6, references to Citicorp USA in Section 9.3 and in the
definitions of Eurodollar Rate shall be deemed to refer to the successor 
then acting as the Agent.


                         ARTICLE II
        AMOUNTS AND TERMS OF THE REVOLVING CREDIT LOANS 

          2.1.        The Revolving Credit Loans.  On the terms and subject
to the conditions contained in this Agreement, each Lender severally agrees
to make loans (each a "Revolving Credit Loan") to the Borrower from time to
time on any Business Day during the period from the date hereof until the
Business Day preceding the Termination Date in an aggregate amount not to
exceed at any time outstanding such Lender's Revolving Credit Commitment; 
provided, however, that at no time shall any Lender be obligated to make a
Revolving Credit Loan in excess of such Lender's Ratable Portion of the 
Available Credit.  Within the limits of each Lender's Revolving Credit 
Commitment, amounts prepaid pursuant to Section 2.6 may be reborrowed under
this Section 2.1. The Revolving Credit Loans of each Lender shall be 
evidenced by the Revolving Credit Note payable to the order of such Lender.

          2.2.        Making the Revolving Credit Loans.  (a) Each
borrowing of Revolving Credit Loans shall be made by telephonic notice, 
given by the Borrower to the Agent not later than 11:00 A.M. (New York City
time), followed by written notice, given by the Borrower to the Agent not
later than 3:00 P.M. (New York City time), on the Business Day prior to the
proposed Revolving Credit Borrowing, in the case of Revolving Credit Loans
that are to be made as Base Rate Loans, and on the second Business Day prior
to the date of the proposed Revolving Credit Borrowing, in the case of
Revolving Credit Loans that are to be made as Eurodollar Rate Loans.  Each
such written notice (a "Notice of Borrowing") shall be in substantially the
form of Exhibit B, specifying therein (i) the date of such proposed
Revolving Credit Borrowing, (ii) the aggregate amount of such proposed 
Revolving Credit Borrowing, (iii) the amount thereof, if any, requested to 
be Eurodollar Rate Loans, and (iv) the initial Interest Period or Periods 
for any such Eurodollar Rate Loans.  The Revolving Credit Loans shall be
made as Base Rate Loans unless (subject to Section 2.10) the Notice of
Borrowing specifies that all or a pro rata portion thereof shall be 
Eurodollar Rate Loans; provided, however, that the aggregate of the 
Eurodollar Rate Loans for each Interest Period must be in an amount of not
less than $2,000,000 or an integral multiple of $1,000,000 in excess thereof.

          (b)    The Agent shall give to each Lender prompt notice of the
Agent's receipt of a Notice of Borrowing but in no event later than the 
Business Day on which the Agent receives such Notice of Borrowing from the
Borrower and, if Eurodollar Rate Loans are properly requested in such Notice
of Borrowing, the applicable interest rate thereon. Each Lender shall, 
before 12:00 Noon (New York City time) on the date of the proposed Revolving
Credit Borrowing, make available for the account of its Applicable Lending
Office to the Agent at its address referred to in Section 10.2, in 
immediately available funds, such Lender's Ratable Portion of such proposed
Revolving Credit Borrowing.  After the Agent's receipt of such funds and 
upon fulfillment of the applicable conditions set forth in Article III, the
Agent will make such funds available to the Borrower at the Agent's aforesaid
address.

          (c)    Each Revolving Credit Borrowing shall be in an aggregate
amount of not less than $2,000,000 or an integral multiple of $1,000,000 in
excess thereof.

          (d)    Each Notice of Borrowing shall be irrevocable and binding 
on the Borrower.  In the case of any proposed Revolving Credit Borrowing 
which the related Notice of Borrowing specifies is to be comprised of 
Eurodollar Rate Loans, 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
proposed Revolving Credit Borrowing the applicable conditions set forth in
Article III, including, without limitation, any loss (including, without 
limitation, loss of anticipated profits), cost or expense incurred by reason
of the liquidation or reemployment of deposits or other funds acquired by
such Lender to fund any Eurodollar Rate Loan to be made by such Lender as
part of such proposed Revolving Credit Borrowing when such Eurodollar Rate
Loan, as a result of such failure, is not made on such date, assuming for
such purpose that such Lender will fund such Eurodollar Rate Loan in the
London interbank eurodollar market with a loan of the same amount and 
Interest Period as such Eurodollar Rate Loan. 

          (e)    Unless the Agent shall have received notice from a Lender
prior to the date of any proposed Revolving Credit Borrowing that such Lender
will not make available to the Agent such Lender's Ratable Portion of such
Revolving Credit Borrowing, the Agent may assume that such Lender has made
such Ratable Portion available to the Agent on the date of such Revolving
Credit Borrowing in accordance with this Section 2.2 and the Agent may, in
reliance upon such assumption, 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 Agent, such Lender and
the Borrower severally agree to repay to the 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 Agent, at (i) in the case of the Borrower, the 
interest rate applicable at the time to the Revolving Credit Loans
comprising such Revolving Credit Borrowing and (ii) in the case of such 
Lender, the Federal Funds Rate, and such Lender authorizes the Agent to
withhold from any payment to such Lender under any Loan Document the amount
so owed by such Lender and to pay the same to the Agent.  If such Lender
shall repay to the Agent such corresponding amount, such amount so repaid
shall constitute such Lender's Revolving Credit Loan as part of such
Revolving Credit Borrowing for purposes of this Agreement.  If the Borrower
shall repay to the Agent such corresponding amount, such payment shall not
relieve such Lender of any obligation it may have to the Borrower hereunder.

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

          2.3.        Fees.  (a)  The Borrower shall pay to the Agent, for
the account of the Lenders ratably, a commitment fee (the "Commitment Fee")
on the average daily unused portion of such Lender's Revolving Credit
Commitment from the date of acceptance by the Borrower of each Lender's 
commitment to provide Revolving Credit Loans until the Termination Date at
the rate of 1/2 of 1% per annum, payable on (i) the Closing Date, (ii) on 
the last Business Day of each month during the term of such Lender's 
Revolving Credit Commitment, commencing on the last day of the month 
following the Closing Date, except that in the event the Revolving Credit
Commitments are reduced pursuant to Section 2.4, then such payment shall,
without duplication, also be made on the date of any such reduction and 
(iii) the Termination Date.

          (b)    The Borrower shall pay to the Agent an annual agency fee 
and collateral monitoring fee in the amount and on terms specified in a 
separate letter agreement between the Borrower and the Agent (the "Fee
Letter"). 

          (c)    The Borrower shall pay to the Agent, for the account of the
Lenders ratably in accordance with their respective Revolving Credit
Commitments, a closing fee, in an amount equal to a percentage of the
Revolving Credit Commitments as set forth opposite such Lender's name on
Schedule I less $25,000, payable on the Closing Date.

          2.4.        Reduction and Termination of the Revolving Credit 
Commitments.  (a) The Borrower may, upon at least five Business Days' prior
notice to the Agent, terminate in whole or reduce ratably in part the unused
portions of the Revolving Credit Commitments; provided, however, that each
partial reduction shall be in the aggregate amount of not less than 
$5,000,000 or an integral multiple of $1,000,000 in excess thereof.

          (b)    Upon the occurrence of a Trigger Event, the Revolving 
Credit Commitments shall be reduced by $25,000,000 (and the Revolving Credit
Commitment of each Lender shall be reduced by its Ratable Portion of such
amount).  

          2.5.        Repayment.  The Borrower shall repay the entire unpaid
principal amount of the Revolving Credit Loans, together with all accrued
and unpaid interest thereon, on the Termination Date.

          2.6.        Prepayments.  (a)  The Borrower shall have no right
to prepay the principal amount of any Revolving Credit Loan other than as 
provided in this Section 2.6. 

          (b)    The Borrower may upon at least three Business Days' prior
notice to the Agent, stating in such notice the proposed date and aggregate
principal amount of the prepayment, prepay the outstanding principal amount 
of the Revolving Credit Loans in whole or ratably in part, together with 
accrued interest to the date of such prepayment on the principal amount 
prepaid; provided, however, that each partial prepayment shall be in an
aggregate principal amount not less than $2,000,000 or integral multiples of
$1,000,000 in excess thereof; provided, further, however, that all payments 
shall be made as set forth in Section 10.4(c), as applicable.  Upon the 
giving of such notice of prepayment, the principal amount of the Revolving 
Credit Loans specified to be prepaid shall become due and payable on the date
specified for such prepayment.

          (c)    The Borrower shall prepay the Revolving Credit Loans upon 
receipt by the Borrower or any Guarantor of Asset Sale Proceeds (including,
without limitation, Asset Sale Proceeds received by the Borrower upon the
sale of the Stock of Bentley Systems, Inc. owned by the Borrower, it being
understood that such Stock may not be sold except as set forth in Section
7.5(c)(vi) or unless such sale is consented to in writing by the Majority 
Lenders) in an amount equal to such Asset Sale Proceeds, together with 
accrued interest to the date of such prepayment on the principal amount 
prepaid.

          (d)    If at any time the sum of the aggregate principal amount of
Revolving Credit Loans at such time, Reimbursement Obligations at such time,
and Letter of Credit Undrawn Amounts at such time, exceeds the lesser of 
(A) the Revolving Credit Commitments at any such time or (B) the Borrowing
Base at such time, the Borrower shall forthwith (i) prepay the Revolving
Credit Loans and/or the Reimbursement Obligations then outstanding in an
amount equal to such excess, together with accrued interest and (ii) if there
are no Revolving Credit Loans or Reimbursement Obligations then outstanding
or if such prepayment of Revolving Credit Loans or Reimbursement Obligations
does not eliminate such excess, pay an amount equal to such excess (or
remaining portion thereof) into the Cash Collateral Account to cash collater
alize outstanding Letter of Credit Obligations and Other Obligations.

          2.7.        Conversion/Continuation Option.  Subject to Section
2.10, the Borrower may elect (a) at any time to convert Base Rate Loans or 
any portion thereof to Eurodollar Rate Loans, or (b) at the end of any
Interest Period with respect thereto, to convert Eurodollar Rate Loans or 
any portion thereof into Base Rate Loans or to continue such Eurodollar Rate
Loans or any portion thereof for an additional Interest Period; provided,
however, that the aggregate of the Eurodollar Rate Loans for each Interest
Period must be in the amount of $2,000,000 or an integral multiple of
$1,000,000 in excess thereof.  Each conversion or continuation shall be
allocated among the Lenders in accordance with their respective Ratable 
Portions.  Each such election shall be in substantially the form of Exhibit
C (a "Notice of Conversion or Continuation") and shall be made by giving the
Agent at least (x) three Business Days' prior written notice thereof, in the
case of the conversion of Base Rate Loans into Eurodollar Rate Loans or the
continuation of Eurodollar Rate Loans, and (y) one Business Day's prior 
written notice thereof, in the case of the conversion of Eurodollar Rate 
Loans into Base Rate Loans, in each case specifying (i) the amount and type
of Revolving Credit Loan being converted or continued, (ii) in the case of a
conversion to or a continuation of Eurodollar Rate Loans, the Interest
Period therefor and (iii) in the case of a conversion, the date of 
conversion (which date shall be a Business Day and, if a conversion from
Eurodollar Rate Loans, shall also be the last day of the Interest Period 
therefor).  The Agent shall promptly notify each Lender of its receipt of a 
Notice of Conversion or Continuation and of the contents thereof.  
Notwithstanding the foregoing, no conversion in whole or in part of Base
Rate Loans to Eurodollar Rate Loans, and no continuation in whole or in part
of Eurodollar Rate Loans upon the expiration of any Interest Period therefor,
shall be permitted at any time at which a Default or an Event of Default
shall have occurred and be continuing.  If, within the time period required
under the terms of this Section 2.7, the Agent does not receive a Notice of
Conversion or Continuation from the Borrower containing a permitted election
to continue any Eurodollar Rate Loans for an additional Interest Period, 
then, upon the expiration of the Interest Period therefor, such Eurodollar
Rate Loans will be automatically converted to Base Rate Loans.  Each Notice
of Conversion or Continuation shall be irrevocable.

          2.8.        Interest.  The Borrower shall pay interest on the
unpaid principal amount of each Revolving Credit Loan from the date thereof
until the principal amount thereof shall be paid in full, as follows: 

          (a)    For Base Rate Loans, at a rate per annum equal at all times
to the Base Rate in effect from time to time plus the Applicable Base Rate
Margin, payable monthly in arrears on the first day of each month, on the
Termination Date and on the date any Base Rate Loan is converted or paid in
full (but only on the Base Rate Loan so converted or paid in full); provided,
however, that during the continuance of an Event of Default, all Base Rate
Loans shall bear interest, payable on demand, at a rate per annum equal at
all times to 2% per annum above the Base Rate in effect from time to time 
plus the Applicable Base Rate Margin. 

          (b)    For Eurodollar Rate Loans, at a rate per annum equal at all
times during the applicable Interest Period for each Eurodollar Rate Loan to
the sum of the Eurodollar Rate for such Interest Period plus the Applicable
Eurodollar Rate Margin in effect on the first day of such Interest Period,
payable in arrears on the last day of such Interest Period, on the 
Termination Date and, if such Interest Period has a duration of more than 
three months, on each day during such Interest Period which occurs every 
three months from the first day of such Interest Period; provided, however, 
that during the continuance of an Event of Default, all Eurodollar Rate 
Loans shall bear interest, payable on demand, at a rate per annum equal at 
all times to 2% per annum above the Eurodollar Rate in effect from time to
time plus the Applicable Eurodollar Rate Margin. 

          2.9.        Interest Rate Determination.  The Eurodollar Rate for
each Interest Period for Eurodollar Rate Loans shall be determined by the 
Agent two Business Days before the first day of such Interest Period.

          2.10.      Increased Costs, Etc.  (a) If, due to either (i) the 
introduction of or any change in or in the interpretation of any law or
regulation (other than any change by way of imposition or increase of reserve
requirements included in determining the Eurodollar Rate Reserve Percentage)
or (ii) compliance with any guideline or request from any central bank or 
other Governmental Authority (whether or not having the force of law), there
shall be any increase in the cost to any Lender of agreeing to make or
making, funding or maintaining any Eurodollar Rate Loans or any Issuer of
agreeing to issue or of issuing or maintaining the Letters of Credit (other
than an increase in cost attributable to (x) Taxes or Other Taxes, which 
shall be governed by Section 2.12 and (y) all taxes expressly excluded in
the definition of Taxes, then the Borrower shall from time to time, upon
demand by such Lender or such Issuer (with a copy of such demand to the 
Agent), pay to the Agent for the account of such Lender or such Issuer 
additional amounts sufficient to compensate such Lender or such Issuer for
such increased cost.  A certificate as to the amount of such increased cost
showing the basis therefor in reasonable detail, submitted to the Borrower
and the Agent by such Lender or such Issuer, shall be conclusive and binding
for all purposes, absent manifest error.

          (b)    If, with respect to any Eurodollar Rate Loan, the Majority
Lenders notify the Agent that the Eurodollar Rate for any Interest Period 
for Eurodollar Rate Loans will not adequately reflect the cost to such
Lenders of making, funding or maintaining their Eurodollar Rate Loans for
such Interest Period, the Agent shall forthwith so notify the Borrower and
the Lenders, whereupon (i) each such Eurodollar Rate Loan will automatically,
on the last day of the then existing Interest Period therefor, convert into
a Base Rate Loan, and (ii) the obligation of the Lenders to make Eurodollar
Rate Loans or to convert Base Rate Loans into Euro dollar Rate Loans shall
be suspended until the Agent shall notify the Borrower that such Lenders
have determined that the circumstances causing such suspension no longer
exist.

          (c)    If, due to either (i) the introduction of or any change in
or in the interpretation of any law or regulation, or (ii) compliance with
any guideline or request from any central bank or other Governmental 
Authority (whether or not having the force of law), there shall be an
increase in the amount of capital required or expected to be maintained by 
any Lender or any Issuer or any Person controlling any Lender or any Issuer
as a result of or based upon the existence of such Lender's or such Issuer's
Revolving Credit Commitment, Revolving Credit Loans, commitment to issue
Letters of Credit and its other obligations hereunder and other commitments,
loans and obligations of such type or the issuance or maintenance of the
Letters of Credit (or similar Contingent Obligations), then, upon demand by
such Lender or such Issuer (with a copy of such demand to the Agent), the
Borrower shall pay to the Agent for the account of such Lender or such 
Issuer, from time to time as specified by such Lender or such Issuer, 
additional amounts sufficient to compensate such Lender or such Issuer in 
the light of such circumstances, to the extent that such Lender or such
Issuer reasonably determines such increase in capital to be allocable to the
existence of such Lender's or such Issuer's Revolving Credit Commitment,
Revolving Credit Loans, commitment to issue Letters of Credit, or the 
issuance or maintenance of any Letter of Credit.  A certificate as to such
amounts submitted to the Borrower and the Agent by such Lender or such
Issuer shall be conclusive and binding for all purposes absent manifest error.

          (d)    Notwithstanding any other provision of this Agreement, if
the introduction of or any change in or in the interpretation of any law or
regulation shall make it unlawful, or any central bank or other Governmental
Authority shall assert that it is unlawful, for any Lender or its Eurodollar
Lending Office to perform its obligations hereunder to make Eurodollar Rate
Loans or to continue to fund or maintain Eurodollar Rate Loans hereunder,
then, on notice thereof and demand therefor by such Lender to the Borrower
through the Agent, (i) each Eurodollar Rate Loan will automatically, upon
such demand, convert into a Base Rate Loan and (ii) the obligation of the
Lenders to make, or to convert Base Rate Loans into, Eurodollar Rate Loans 
shall be suspended until the Agent shall notify the Borrower that such Lender
has determined that the circumstances causing such suspension no longer exist.

          2.11.      Payments and Computations.  (a)  The Borrower shall 
make each payment hereunder and under the Revolving Credit Notes not later
than 1:00 P.M. (New York City time) on the day when due, in Dollars, to the
Agent at its address referred to in Section 10.2 in immediately available
funds without set-off or counterclaim.  The Agent will promptly thereafter
cause to be distributed immediately available funds relating to the payment 
of principal or interest or fees (other than amounts payable pursuant to
Sections 2.10 and 2.12) to the Lenders, in accordance with their respective 
Ratable Portions, 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.  Payment received by the Agent after 1:00 P.M. (New York City 
time) shall be deemed to be received on the next Business Day.

          (b)    The Borrower hereby authorizes the Agent, if and to the
extent payment is owed to any Lender and is not made when due hereunder or 
under any Revolving Credit Loan held by such Lender, to charge from time to
time against any and all of the Borrower's accounts with the Agent any
amount so due.  The Agent is authorized to, and at its option may, make 
advances on behalf of the Borrower for the payment of all fees, expenses, 
charges, costs, principal and interest incurred by the Borrower hereunder 
and under the other Loan Documents (including those expenses, disbursements
and advances incurred by the Agent pursuant to the Loan Documents after the
occurrence and during the continuance of an Event of Default which the Agent,
in its sole discretion, deems necessary or desirable to preserve or protect
the Collateral or any portion thereof or to enhance the likelihood or 
maximize the amount of repayment of the Obligations) when and as the Borrower
fails to promptly pay any such amounts.  At the Agent's option and to the
extent permitted by law, any advances so made shall constitute part of the
Revolving Credit Loans hereunder.

          (c)    All computations of interest based on the Base Rate, the
Eurodollar Rate and the Federal Funds Rate and of fees hereunder shall be
made by the 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 and fees are payable.  Each
determination by the Agent of an interest rate hereunder shall be conclusive
and binding for all purposes, absent manifest error.

          (d)    Whenever any payment hereunder or under the Revolving
Credit Notes 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 fee, as the case may be; provided, however, that if
such extension would cause payment of interest on or principal of any
Eurodollar Rate Loan to be made in the next calendar month, such payment
shall be made on the next preceding Business Day.

          (e)    Unless the Agent shall have received notice from the
Borrower prior to the date on which any payment is due hereunder to the 
Lenders that the Borrower will not make such payment in full, the Agent may
assume that the Borrower has made such payment in full to the Agent on such
date and the Agent may, in reliance upon such assumption, cause to be 
distributed to each 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 Agent, each Lender shall repay to the 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 Agent, at
the Federal Funds Rate. 

          2.12.      Taxes.  (a)  Any and all payments by the Borrower 
under each Loan Document shall be made 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, (i) in the case of each Lender, each Issuer and the 
Agent, taxes measured by its net income, and franchise taxes imposed on it,
by the jurisdiction (or any political subdivision thereof) under the laws of
which such Person is organized, (ii) in the case of each Lender, taxes 
measured by its net income, and franchise taxes imposed on it, by the 
jurisdiction (or any political subdivision thereof) in which is located such
Lender's Applicable Lending Office, and (iii) in the case of each Lender
organized under the laws of a jurisdiction outside the United States, United
States federal withholding tax payable with respect to payments by the
Borrower which would not have been imposed had such Lender, to the extent
required under Section 2.12(f), delivered to the Borrower and the Agent the
forms prescribed thereunder (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 under any Loan Document to any
Lender, any Issuer or the Agent (i) the sum payable shall be increased as
may be necessary so that after making all required deductions (including,
without limitation, deductions applicable to additional sums payable under
this Section 2.12) such Lender, such Issuer or the Agent (as the case may be)
receives an amount equal to the sum it would have received had no such
deductions been made, (ii) the Borrower shall make such deductions, (iii)
the Borrower shall pay the full amount deducted to the relevant taxing
authority or other authority in accordance with applicable law, and (iv) the
Borrower shall deliver to the Agent evidence of such payment to the relevant
taxing or other authority. 

          (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 of the United States or any political subdivision
thereof or any applicable foreign jurisdiction, and all liabilities with
respect thereto, which arise from any payment made under any Loan Document
or from the execution, delivery or registration of, or otherwise with 
respect to, any Loan Document (collectively, "Other Taxes").  

          (c)    The Borrower will indemnify each Lender, each Issuer and
the 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, such Issuer or the
Agent (as the case may be) and any liability (including, without limitation,
for penalties, interest and expenses) arising therefrom or with respect 
thereto, whether or not such Taxes or Other Taxes were correctly or legally
asserted; provided, however, that the Borrower shall not be liable for any
portion of such penalties, interest or expenses resulting from any Lender's,
any Issuer's or the Agent's gross negligence or willful misconduct as
determined by a final judgement of a court of competent jurisdiction.  This
indemnification shall be made within 30 days from the date such Lender or
the Agent (as the case may be) makes written demand therefor.

          (d)    Within 30 days after the date of any payment of Taxes or
Other Taxes, the Borrower will furnish to the Agent, at its address referred
to in Section 10.2, the original or a certified copy of a receipt evidencing
payment thereof. 

          (e)    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 the
Obligations.

          (f)    Prior to the Closing Date in the case of each initial 
Lender, and prior to the date of the Assignment and Acceptance pursuant to
which it becomes a Lender in the case of each other Lender, and from time to
time thereafter if reasonably requested by the Borrower or the Agent (unless
such Lender is unable to do so by reason of a change in law (including, 
without limitation, any statute, treaty, ruling, determination or regulation)
occurring subsequent to the Closing Date or date of Assignment and
Acceptance, as the case may be), each Lender organized under the laws of a
jurisdiction outside the United States shall provide the Agent and the
Borrower with two valid, accurate and complete original signed copies of IRS
Form 4224 or Form 1001 or other applicable form, certificate or document
prescribed by the IRS certifying as to such Lender's entitlement to full 
exemption from United States withholding tax with respect to all payments to
be made to such Lender under this Agreement. Unless the Borrower and the
Agent have received forms or other documents indicating that payments 
hereunder or under any Revolving Credit Note are not subject to United
States withholding tax, the Borrower or the Agent shall, in the case of
payments to or for any Lender organized under the laws of a jurisdiction
outside the United States, withhold taxes from such payments at the
applicable statutory rate, or at a rate reduced by an applicable tax treaty 
(provided that the Borrower or the Agent, as the case may be, has received
forms or other documents indicating that such reduced rate applies).

          2.13.      Sharing of Payments, Etc.  (a)  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 Revolving Credit Loans
made by it other than pursuant to Sections 2.10 and 2.12) in excess of its
Ratable Portion of payments obtained by all the Lenders on account of the
Revolving Credit Loans made by the Lenders, such Lender shall forthwith 
purchase from the other Lenders such participations in their Revolving
Credit Loans as shall be necessary to cause such Purchasing Lender to share
the excess payment ratably with each of them.

          (b)    If all or any portion of any payment received by a 
Purchasing Lender is thereafter recovered from such Purchasing Lender, such
purchase from each selling Lender described in Section 2.13(a) (a "Selling
Lender") shall be rescinded and such Selling Lender shall repay to the 
Purchasing Lender the purchase price to the extent of such recovery together
with an amount equal to such Selling Lender's ratable share (according to
the proportion of (i) the amount of such Selling 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.

          (c)    The Borrower agrees that any Purchasing Lender purchasing a
participation from a Selling Lender (as defined in Section 2.13(b)) pursuant
to this Section 2.13 may, to the fullest extent permitted by law, exercise
all its rights of payment (including, without limitation, the right of
setoff) with respect to such participation as fully as if such Lender were
the direct creditor of the Borrower in the amount of such participation. 

          (d)    Notwithstanding the foregoing, if any Lender shall be
precluded from enforcing its rights and remedies under this Agreement and 
the other Loan Documents as a result of such Lender's failure to be 
qualified as a foreign corporation in the state of Alabama, such Lender
shall not be entitled to the benefits of this Section 2.13.

          2.14.      Letter of Credit Facility.  (a)  On the terms and 
subject to the conditions contained in this Agreement, each Issuer agrees
to issue one or more Letters of Credit at the request of the Borrower for
the account of the Borrower, up to an aggregate face amount at any one time
outstanding equal to the applicable Letter of Credit Sublimit, from time to
time during the period commencing on the date hereof and ending the Business
day prior to the Termination Date; provided, however, that no Issuer shall
be under any obligation to issue any Letter of Credit if:

                    (i)       any order, judgment or decree of any 
     Governmental Authority or arbitrator shall purport by its terms to
     enjoin  or restrain such Issuer from issuing such Letter of Credit or
     any Requirement of Law applicable to such Issuer or any request or 
     directive (whether or not having the force of law) from any 
     Governmental Authority with jurisdiction over such Issuer shall
     prohibit, or request that such Issuer refrain from, the issuance of
     letters of credit generally or such Letter of Credit in particular or
     shall impose upon such Issuer with respect to such Letter of Credit any
     restriction or reserve or capital requirement (for which such Issuer is
     not otherwise compensated) not in effect on the date hereof or result
     in any unreimbursed loss, cost or expense which was not applicable, in
     effect or known to such Issuer as of the date hereof and which such
     Issuer in good faith deems material to it;
     
                    (ii)      such Issuer shall have received written notice
     from the Agent, any Lender or the Borrower, on or prior to the
     requested date of issuance of such Letter of Credit, that one or more
     of the applicable conditions contained in Article III is not then 
     satisfied; 
    
                    (iii)     after giving effect to the issuance of such
     Letter of Credit, the Available Credit would be a negative number; or

                    (iv)      fees due in connection with a requested 
     issuance have not been paid.
     
None of the Lenders (other than the Issuers) shall have any obligation to 
issue any Letter of Credit.

          (b)    The expiration date of any Letter of Credit shall be no 
later than the earlier to occur of (i) two years after the date of issuance
thereof (other than as a result of an extension thereof approved by the 
Issuer thereof) and (ii) the Business day preceding the Termination Date.

          (c)    In connection with the issuance of each Letter of Credit,
the Borrower shall give the Issuer selected by it and the Agent at least two
Business Days' prior written notice (a "Letter of Credit Request"), in
substantially the form of Exhibit D (or in such other written or electronic
form as is acceptable to such Issuer), of the requested issuance of such 
Letter of Credit.  Such notice shall be irrevocable and shall specify the 
stated amount of the Letter of Credit requested, the date of issuance of
such requested Letter of Credit (which day shall be a Business Day), the
date on which such Letter of Credit is to expire (which date shall be a
Business Day), and the Person for whose benefit the requested Letter of 
Credit is to be issued.  Such notice, to be effective, must be received by
such Issuer and the Agent not later than 11:00 A.M. (New York City time) on
the last Business Day on which notice can be given under the immediately
preceding sentence.

          (d)    Prior to the issuance of each Letter of Credit, and as a 
condition of such issuance, the Borrower shall have delivered to the Issuer
thereof a letter of credit reimbursement agreement, in substantially the form
of Exhibit E-1 (a "Borrower Letter of Credit Reimbursement Agreement"), 
signed by the Borrower, and, with respect to a Letter of Credit issued to
provide credit support for indebtedness of a Designated Subsidiary to the 
extent such indebtedness is permitted by Section 7.2, a letter of credit
reimbursement agreement, in substantially the form of Exhibit E-2 (a 
"Designated Subsidiary Letter of Credit Reimbursement Agreement"), signed 
by such Designated Subsidiary, and such other documents or items as may be
required pursuant to the terms thereof.  Each drawing under a Letter of 
Credit shall be repayable on demand with interest at the Base Rate plus the
Applicable Base Rate Margin plus 2% per annum for the period from the date
such draw is paid by the Issuer of such Letter of Credit until the 
Reimbursement Obligation is satisfied and each Letter of Credit 
Reimbursement Agreement shall so provide.  In the event of any conflict
between the terms of any Letter of Credit Reimbursement Agreement and this
Agreement, the terms of this Agreement shall govern.

          (e)    Subject to the terms and conditions of this Section 2.14
and provided that the applicable conditions set forth in Article III are 
satisfied, an Issuer shall, on the requested date, issue a Letter of Credit
on behalf of the Borrower in accordance with such Issuer's usual and custom- 
ary business practices.  On the date of the proposed issuance of the Letter
of Credit, the Agent shall confirm to such Issuer that the applicable 
conditions in Article III are satisfied (or have been waived in accordance
with the terms of this Agreement).

          (f)    Immediately upon the issuance by an Issuer of a Letter of
Credit in accordance with the terms and conditions of this Agreement, such
Issuer shall be deemed to have sold and transferred to each Lender, and each
Lender shall be deemed irrevocably and unconditionally to have purchased and
received from such Issuer, without recourse or warranty, an undivided 
interest and participation, to the extent of such Lender's Ratable Portion,
in such Letter of Credit and the obligations of the Borrower and any 
Designated Subsidiary with respect thereto (including, without limitation, 
all Letter of Credit Obligations with respect thereto) and any security 
therefor and guaranty pertaining thereto. 

          (g)    In determining whether to pay under any Letter of Credit,
no Issuer shall have any obligation relative to the Lenders other than to 
confirm that any documents required to be delivered under such Letter of
Credit appear to have been delivered and that they appear to comply on their
face with the requirements of such Letter of Credit.  Any action taken or
omitted to be taken by any Issuer under or in connection with any Letter of
Credit, if taken or omitted in the absence of gross negligence or willful
misconduct, shall not put such Issuer under any resulting liability to any
Lender. 

           (h)    In the event that any Issuer makes any payment under any 
Letter of Credit and such amount shall not have been repaid to such Issuer
pursuant to the Letter of Credit Reimbursement Agreement, such Issuer shall
promptly notify the Agent, which shall promptly notify each Lender of such
failure, and each Lender shall promptly and unconditionally pay to the Agent
for the account of such Issuer the amount of such Lender's Ratable Portion of
such payment in Dollars and in immediately available funds.  The Agent shall
forthwith pay to such Issuer all such amounts so received by the Agent.  If
the Agent so notifies such Lender prior to 11:00 A.M. (New York City time)
on any Business Day, such Lender shall make available to the Agent for the
account of such Issuer its Ratable Portion of the amount of such payment
on such Business Day in immediately available funds. If and to the extent
such Lender shall not have so made such Lender's Ratable Portion of the
amount of such payment available to the Agent for the account of such 
Issuer, such Lender agrees to pay to the Agent for the account of such
Issuer forthwith on demand such amount together with interest thereon, for
each day from such date until the date such amount is repaid to the Agent 
for the account of such Issuer, at the Federal Funds Rate, and such Lender
authorizes the Agent to withhold from any payment to such Lender under any 
Loan Document the amount so owed by such Lender and to pay the same to such
Issuer.  The failure of any Lender to make available to the Agent for the
account of such Issuer its Ratable Portion of any such payment shall not
relieve any other Lender of its obligation hereunder to make available to 
the Agent for the account of any Issuer its Ratable Portion of any payment
on the date such payment is to be made, but no Lender shall be responsible
for the failure of any other Lender to make available to the Agent for the 
account of any Issuer such other Lender's Ratable Portion of any such
payment.

         (i)    Whenever any Issuer receives a payment from the Borrower or
a Designated Subsidiary of a Reimbursement Obligation as to which such
Issuer has received payment from a Lender pursuant to Section 2.14(h), such
Issuer shall pay to the Agent and the Agent shall promptly pay to each 
Lender, in immediately available funds, an amount equal to such Lender's pro
rata share of such payment based on the respective amounts the Lenders have
paid in respect of such Reimbursement Obligation.

          (j)    Upon the request of any Lender, each Issuer shall furnish 
to such Lender copies of any Letter of Credit Reimbursement Agreement to
which such Issuer is a party and such other documentation as may reasonably
be requested by such Lender.

          (k)    The obligations of the Lenders to make payments to the Agent
for the account of each Issuer with respect to Letters of Credit shall be
irrevocable and not subject to any qualification or exception whatsoever and
shall be made in accordance with the terms and conditions of this Agreement
under all circumstances (except as expressly provided in Section 2.14(g)),
including, without limitation, any of the following circumstances:

               (i)     any lack of validity or enforceability of this 
     Agreement or any of the Collateral Documents; 

              (ii)     the existence of any claim, set-off, defense or other 
     right which the Borrower may have at any time against a beneficiary
     named in a Letter of Credit, any transferee of any Letter of Credit (or
     any Person for whom any such transferee may be acting), the Agent, any
     Issuer, any Lender or any other Person, whether in connection with this
     Agreement, any Letter of Credit or any unrelated transaction (including,
     without limitation, any underlying transaction between the Borrower and
     the beneficiary named in any Letter of Credit);
     
              (iii)     any draft, certificate or any other document
     presented under the 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; 

               (iv)     the surrender or impairment of any security for the
     performance or observance of any of the terms of any of the Collateral
     Documents;

               (v)      the occurrence of any Default or Event of Default; or
     
              (vi)      the fact that the beneficiary of any Letter of 
      Credit is a foreign branch of any Issuer.
     
           (l)    If any payment made by or on behalf of the Borrower or a
Designated Subsidiary and received by any Issuer with respect to any Letter
of Credit is rescinded or must otherwise be returned by such Issuer for any
reason and if such Issuer has made payment to the Agent on account thereof
pursuant to Subsection 2.14(i), each Lender shall, upon notice by such 
Issuer, forthwith pay over to such Issuer an amount equal to such Lender's
pro rata share of the amount which must be so returned by such Issuer based
on the respective amounts paid in respect thereof to the Lenders pursuant to
Section 2.14(i).

          (m)    The Borrower agrees to pay the following amounts with
respect to each Letter of Credit:

                (i)       to the Agent for the account of the Issuer of such
     Letter of Credit, an issuance fee equal to 1/4% per annum of the maximum
     amount available from time to time to be drawn under such Letter of 
     Credit, payable monthly in arrears on the first day of each month and
     on the termination of such Letter of Credit, and calculated on the
     basis of a 360-day year and the actual number of days elapsed;
     
                (ii)      to the Agent for the ratable benefit of the 
     Lenders, a fee equal to the Applicable Eurodollar Rate Margin less 1/4%
     per annum of the maximum amount available from time to time to be drawn
     under such Letter of Credit, payable monthly in arrears on the first
     day of each month and on the termination of such Letter of Credit, and
     calculated on the basis of a 360-day year and the actual number of days
     elapsed; provided, however, that during the continuance of an Event of
     Default, such fee shall be increased by 2.00% per annum and shall be 
     payable on demand; and
     
                 (iii)    to the Issuer of such Letter of Credit, with
     respect to the issuance, amendment or transfer of such Letter of Credit
     and each drawing made thereunder, documentary and processing charges in
     accordance with such Issuer's standard schedule for such charges in
     effect at the time of issuance, amendment, transfer or drawing, as the
     case may be.
     
          (n)    For purposes of this Agreement, including, without
limitation, Section 2.6(d), the amount of the Letter of Credit Undrawn
Amounts and the Reimbursement Obligations in respect of any Letter of Credit
denominated in a currency other than Dollars shall be equal to the Dollar 
equivalent thereof on any date of determination, based on the then current 
spot exchange rate, as determined by the Agent.

          2.15.      Cash Collateral Account.  (a)  The Borrower has
established the following account at the offices of Citibank in New York,
New York (the "Cash Collateral Account"): "Citicorp USA, Inc. f/a/o
Intergraph Corporation Cash Collateral", 399 Park Avenue, New York, New York
10043.

          (b)    The Borrower shall continue to instruct its account debtors
to mail their remittances to the applicable Lockbox and the Borrower agrees
to take all steps necessary or desirable, as the Agent shall determine, to 
cause the Borrower's account debtors to mail their remittances to the 
applicable Lockbox for processing for deposit in the Cash Collateral Account.
The Borrower shall deliver to the applicable Lockbox any remittances sent
directly to the Borrower as soon as possible, and in any event within two 
days after receipt thereof.  In addition, except for amounts permitted to be
maintained in bank accounts as set forth in Section 7.18, the Borrower shall
pay, or cause to be paid, into the Cash Collateral Account (i) all amounts
received by the Borrower, (ii) all amounts received by the Borrower from its
Subsidiaries, (iii) to the extent that any Asset Sale Proceeds remain after
being applied in accordance with Section 2.6(c), the amount of such excess
Asset Sale Proceeds, and (iv) to the extent that any bank account permitted
hereunder has funds in excess of what is reasonably necessary for the
purpose of such account, the amount of such excess funds.

          (c)    As collateral security for the Obligations, the Borrower
hereby transfers, assigns and pledges to the  Agent and grants to the Agent
a Lien on and security interest in, for the benefit of the Secured Parties
on a first priority basis, all of the right, title and interest of the
Borrower in the Cash Collateral Account and all cash, deposits, Cash
Equivalents and other instruments held in the Cash Collateral Account and
its proceeds.  The Cash Collateral Account shall be under the sole dominion
and control of the Agent and no Person or entity shall have any right, title
or interest in, any control over the use of, or any right to withdraw from, 
the Cash Collateral Account, except as provided in this Agreement.

          (d)    The Borrower agrees that it will not (i) sell or otherwise
dispose of any interest in the Cash Collateral Account or any funds held
therein or (ii) create or permit to exist any Lien upon or with respect to 
such Cash Collateral Account or any funds held therein, except in favor of
the Secured Parties as provided in or contemplated by this Agreement.

         (e)    On each Business Day that there are immediately available
funds in the Cash Collateral Account, the Agent shall apply such funds as
follows: 

               (i)       as long as (x) the representations and warranties
     of the Borrower contained in Article IV and of each Loan Party in the
     other Loan Documents are correct on and as of such date as though made 
     on and as of such date, (y) no Default shall have occurred and is
     continuing and (z) no Event of Default shall have occurred and is 
     continuing, the excess of (A) the Borrowing Base at such time over (B)
     the sum of the then outstanding Revolving Credit Loans, Letter of Credit
     Undrawn Amounts, Reimbursement Obligations and the amount set forth in
     clause (iv) of the definition of "Available Credit" as then in effect 
     as determined by the Agent may be applied as requested and directed by 
     the Borrower to the extent of such funds, which request shall
     constitute a representation and warranty by the Borrower that the
     conditions to such release have been satisfied, and, if the conditions
     set forth in clauses (x) and (y) of this subsection (e)(i) shall not be
     satisfied on such date, then such funds shall remain in the Cash
     Collateral Account but shall be released to the Borrower only to the
     extent that such funds exceed the then outstanding Obligations whether 
     or not then due and payable; and  
    
               (ii)      as long as there is an Event of Default continuing,
     the Agent may, and upon the Revolving Credit Loans becoming due and
     payable as a result and in the manner set forth in Section 8.2 shall,
     apply such funds in the following order of priorities:
     
                         First, to the payment of the costs and expenses of
          any sale, disposition or other realization upon all or any part of
          the Collateral, including, without limitation, all expenses of the
          Agent and its agents including the fees and expenses of its
          counsel, and any other expenses, liabilities and advances made or
          incurred by the Agent and the Lenders pursuant to the Loan
          Documents;
                         Next, to the Agent and the Issuers, pro rata, for
          the payment in full of any amounts owed to them pursuant to Sections
          2.2(e) and 2.14(h); 

                         Next, to the Secured Parties, pro rata, for 
          the payment in full of the Obligations, other than Letter of Credit
          Obligations and Other Obligations not then due and payable, and, 
          to the extent deemed practical by the Agent, all Proceeds (as
          defined in the Borrower Security Agreement) of any sale, 
          disposition or other realization upon all or any part of the 
          Collateral applied to repay the Revolving Credit Loans shall be
          applied to Revolving Credit Loans outstanding under the Tranche B 
          Commitment before Revolving Credit Loans outstanding under the
          Tranche A Commitment; provided, however, that all Proceeds of any
          sale, disposition or other realization upon the Alabama Real
          Property shall be applied only to the Revolving Credit Loans 
          outstanding under the Tranche A Commitment; 

                          Next, to fund the Cash
          Collateral Account in the amount, if any, by which the Letter of
          Credit Obligations and Other Obligations then outstanding exceed
          the amount of funds then held in the Cash Collateral Account
          pursuant to Section 8.3; and 

                          Finally, after payment in full of all
          the Obligations, other than Letter of Credit Obligations and Other
          Obligations not then due and payable, and the deposit to fund the
          Cash Collateral Account in the amount referred to in the preceding
          paragraph, to the Borrower or its successors or assigns.

          (f)    The Agent may exercise, in its sole discretion, in respect
of the Cash Collateral Account, in addition to the other rights and remedies
provided for herein or otherwise available to it, all the rights and remedies
of a secured party upon default under the Uniform Commercial Code in effect
in the State of New York at that time.

          (g)    At such time as there are no Obligations or Letters of 
Credit outstanding, the Agent may pay any remaining balance in the Cash
Collateral Account to the Borrower, or its successors and assigns, or to
whomsoever may be lawfully entitled to receive the same as a court of 
competent jurisdiction may direct.

          2.16.      Segmentation of the Revolving Credit Commitment. The
Revolving Credit Commitment shall be segmented as follows: (i) the first
$25 million (the "Tranche A Commitment") and (ii) the balance (the "Tranche 
B Commitment").  All Obligations (other than Obligations in respect of 
extensions of credit under the Tranche B Commitment) shall be secured by all
the Collateral.  All Obligations in respect of extensions of credit under
the Tranche B Commitment shall be secured by all the Collateral except the
Alabama Real Property.  Obligations in respect of extensions of credit under
the Tranche A Commitment and Obligations in respect of extensions of credit
under the Tranche B Commitment shall be pari passu.  No portion of the
Tranche B Commitment may be utilized unless the Tranche A Commitment is
fully utilized.  All prepayments of any Revolving Credit Loan shall be
deemed applied first to the Tranche B Commitment and then to the Tranche A
Commitment.

                              ARTICLE III
                         CONDITIONS OF LENDING

          3.1.       Conditions Precedent to Initial Revolving Credit
Loans and Letters of Credit.  The obligation of each Lender to make its 
initial Revolving Credit Loan and of each Issuer to issue a Letter of Credit
is subject to satisfaction of the conditions precedent that the Agent shall
have received, on the Closing Date, the following, each dated the Closing
Date unless otherwise indicated, in form and substance satisfactory to the 
Agent and (except for the Revolving Credit Notes) in sufficient copies for
each Lender:

          (a)    The Revolving Credit Notes to the order of the Lenders,
respectively.

          (b)    Certified copies of (i) the resolutions of the Board of
Directors of each Loan Party approving each Loan Document to which it is a 
party, and (ii) all documents evidencing other necessary corporate action
and required governmental and third party approvals, licenses and consents
required to be obtained by any Loan Party with respect to each Loan Document
and the financing contemplated thereby. 

          (c)    A copy of the articles or certificate of incorporation of
each Loan Party, certified as of a recent date by the Secretary of State of
the state of incorporation of such Loan Party, together with certificates of
such official attesting to the good standing of each such Loan Party, and a
copy of the certificate of incorporation and the By-Laws of each Loan Party,
certified as of the Closing Date by the Secretary or an Assistant Secretary
of each such Loan Party. 

          (d)    A certificate of the Secretary or an Assistant Secretary of
each Loan Party certifying the names and true signatures of each officer of
such Loan Party who has been authorized to execute and deliver any Loan
Document or other document required hereunder to be executed and delivered
by or on behalf of such Loan Party.

          (e)    Each of (i) the Guaranty, duly executed by each Guarantor 
(other than Intergraph Canada), and (ii) the Canadian Guaranty, duly 
executed by Intergraph Canada. 

          (f)    The Pledge Agreement, duly executed by the Borrower, 
together with:

                 (i)       certificates representing the Pledged Shares (as
     defined in the Pledge Agreement) and undated stock powers for such
     certificates executed in blank; and

                 (ii)      evidence that all action reasonably requested by
     the Agent to perfect and protect the Lien created by the Pledge 
     Agreement has been taken. 

          (g)    The Borrower Security Agreement, duly executed by the 
Borrower, together with: 

                 (i)       acknowledgment copies of proper Financing 
     Statements (Form UCC-1) duly filed under the Uniform Commercial Code of
     all other jurisdictions as may be necessary or, in the opinion of the 
     Agent, desirable to perfect the Lien created by the Borrower Security 
     Agreement;
     
                 (ii)      certified copies of Requests for Information or
     Copies (Form UCC-11), or equivalent reports, listing all effective 
     financing statements as of the date of such Requests for Information
     or Copies which name the Borrower (under its present name or any
     previous name of the Borrower during the past five years) as debtor and
     which are filed in the jurisdictions referred to in said paragraph (i)
     above, together with copies of such other financing statements (none of
     which shall cover the Collateral purported to be covered by the Borrower
     Security Agreement except to the extent any such financing statement 
     relates to a Lien permitted under Section 7.1);

                (iii)      all Instruments (as defined in, and to the extent
     required to be pledged under, the Borrower Security Agreement), 
     including notes evidencing loans made by the Borrower to any of its
     employees under the Executive Loan Program, together with assignments
     thereof in blank; and 
    
                 (iv)      evidence that the insurance required by the terms
     of the Collateral Documents and by Section 6.4 is in full force and
     effect.

          (h)    Each Subsidiary Security Agreement, duly executed by 
Intergraph Canada, together with: 

                 (i)       acknowledgment copies of proper Financing 
     Statements (Form UCC-1) or equivalent forms, duly filed under the 
     Uniform Commercial Code, personal property security legislation or
     similar legislation of all other jurisdictions as may be necessary or,
     in the opinion of the Agent, desirable to perfect the Lien created by 
     such Subsidiary Security Agreement; and
     
                 (ii)      certified copies of Requests for Information or
     Copies (Form UCC-11), or equivalent reports, listing all effective
     financing statements which name any Guarantor (under its present name
     or any previous name of such Guarantor during the past five years) as
     of the date of such Requests for Information or Copies as debtor which
     are filed in the jurisdictions referred to in said paragraph (i) above,
     together with copies of such other financing statements (none of which
     shall cover the Collateral purported to be covered by such Subsidiary
     Security Agreement except to the extent any such financing statement 
     relates to a Lien permitted under Section 7.1); and
     
                (iii)      evidence that the insurance required by the terms
     of the Collateral Documents and by Section 6.4 is in full 
     force and effect. 

          (i)      The Borrower Intellectual Property Security Agreement,
duly executed by the Borrower, together with such documents for recording 
and filing under the Uniform Commercial Code of all jurisdictions as may be
necessary or, in the opinion of the Agent,  desirable to perfect the Lien
created by such Borrower Intellectual Property Security Agreement and all
relevant federal United States intellectual property statutes, including,
without limitation, recordings and filings with the United States Patent and
Trademark Office, by the Borrower and at its expense, as may be necessary or,
in the opinion of the Agent, desirable to perfect and protect the Lien 
created by such Borrower Intellectual Property Security Agreement. 

          (j)    Duly executed and acknowledged Mortgages for each parcel of
the Borrower's real property specified on Schedule 3.1(j), together with:

                 (i)       title insurance policies (the "Title Insurance 
     Policies") issued by a title company acceptable to the Agent, in such 
     form and amounts as are acceptable to the Agent, insuring that each 
     such Mortgage is a valid first priority Lien on the real property
     covered thereby, subject only to such exceptions to title as shall be
     reasonably acceptable to the Agent and containing such endorsements and
     affirmative insurance as the Agent may reasonably require and as are
     obtainable in the applicable jurisdiction, and true copies of each
     document, instrument or certificate required by the terms of each such
     policy and/or Mortgage to be, or have been, filed, recorded, executed
     or delivered in connection therewith; 
     
                (ii)      duly executed Financing Statements (Form UCC-1) in
     appropriate form for filing under the applicable Uniform Commercial Code
     to be filed in connection with such Mortgages, in form and substance
     satisfactory to the Agent, to perfect the Lien created by the applicable
     Mortgages;
     
               (iii)      duly executed and acknowledged Landlord Waivers
     and Consents from all landlords of property on which any Inventory is
     located as set forth on Schedule 6.20 but only to the extent the 
     Borrower has obtained such Landlord Waivers and Consents using its best
     efforts as provided in Section 6.20;
     
                (iv)      current ALTA surveys and surveyor's certification 
     as to all real property covered by a Mortgage, or as may be reasonably 
     required by the Agent, each in form and substance reasonably
     satisfactory to the Agent; 

                 (v)       proof of payment of all title insurance premiums
     and, if not included in such title insurance premiums, payment to the
     title company of all documentary, stamp or intangible taxes, recording
     fees and mortgage taxes
     payable in connection with the recording of any of the
     Loan Documents or the issuance of the Title Insurance
     Policies; and
     
                 (vi)      certificates of insurance evidencing the coverages
     required under the Mortgages. 
     
          (k)    Each Lockbox Agreement, duly executed by the Borrower and 
the Lockbox Banks referred to therein, together with evidence that all action
necessary or, in the reasonable opinion of the Agent, desirable to perfect 
the Lien created thereby has been taken. 

          (l)    A favorable opinion of (i) Balch & Bingham, special Alabama
counsel to the Loan Parties, (ii) Sullivan & Worcester, special Massachusetts
counsel to the Loan Parties, (iii) Shaw, Pittman, Potts & Trowbridge, special
Virginia counsel to the Loan Parties, (iv) Blake, Cassels & Graydon, special
Alberta counsel to Intergraph Canada, (v) Lavery de Billy, special Quebec
counsel to Intergraph Canada, (vi) Maynard, Cooper & Gale, P.C., special 
Alabama counsel to the Agent and (vii) B. Judson Hennington III, counsel to
the Covered Intergraph Entities (as defined in such opinion), in 
substantially the form of Exhibits I-1, I-2, I-3, I-4, I-5, I-6 and I-7, 
respectively, and as to such other matters as any Lender through the Agent 
may reasonably request.

          (m)    Appraisals of the Borrower's real property from Jackson-
Cross Company and other assets of the Borrower from AccuVal Associates, 
Incorporated, in each case, in form and substance satisfactory to the Agent. 

          (n)    A Borrowing Base Certificate, executed by the Borrower, 
dated as of August 15, 1995. 

          (o)    The Solvency Letter. 

          (p)    A certificate of the chief financial officer of the 
Borrower, stating that the Borrower is, and on a consolidated basis, the 
Borrower and its Subsidiaries are, Solvent after giving effect to the
initial Revolving Credit Loans, the application of the proceeds thereof in
accordance with Section 6.10 and the payment of all expenses related hereto
and thereto.

          (q)    A copy of a letter to the Borrower's independent public 
accountants from the Borrower (i) expressly acknowledging that it is the
Borrower's primary intent that (x) the Lenders shall benefit from and be 
influenced by such accountant's professional services and (y) the Lenders 
shall rely on the reports and other financial information delivered by such
accountants in connection with the extension of credit from time to time
under this Agreement and in connection with the preparation, review, 
execution, delivery, amendment, modification, administration, collection
and/or enforcement of this Agreement or any of the other Loan Documents and
(ii) containing such other assurances as shall be requested by the Lenders.

          (r)    Notices of assignment forms for all Government Contracts
(other than those Government Contracts with state Governmental Authorities
or which are classified) where the transaction represented thereby is in 
excess of $1,000,000, together with a certificate signed by a Responsible
Officer of each of the Borrower and Intergraph Canada stating that all such
required assignment forms have been delivered to the Agent.

          (s)    A certificate, signed by a Responsible Officer of the 
Borrower, stating that each of the conditions specified in Sections 3.2(a)
and (b) and 3.3(a) and (b) has been satisfied or will be satisfied
simultaneously with the making of the initial Revolving Credit Loans on the 
Closing Date.

          (t)    The Fee Letter referred to in Section 2.3(b).

          (u)       A letter from the Borrower to the Agent as to the 
matters set forth in Section 7.5(c)(vi), in form and substance satisfactory
to the Agent. 

          (v)    Such additional documents, information and materials as any
Lender, through the Agent, may reasonably request. 

          3.2.        Additional Conditions Precedent to Initial Revolving
Credit Loans and Letters of Credit.  The obligation of each Lender to make
its initial Revolving Credit Loan and of each Issuer to issue its initial
Letter of Credit is subject to the further conditions precedent that:

          (a)    On the Closing Date, the following statements shall be 
true, and the Lenders shall have received a certificate of a Responsible 
Officer of the Borrower as evidence thereof: 

                 (i)       There has been no material change since December 
          31, 1994 in the corporate, capital or legal structure of the
          Borrower or any of the Guarantors, without the consent of the
          Lenders and the Agent, other than as disclosed in any publicly
          available documents filed by the Borrower with the SEC;
     
                (ii)       All necessary governmental and third party 
         approvals required to be obtained by the Borrower or any other Loan
         Party in connection with the Loan Documents and the financing
         contemplated thereby have been obtained and remain in effect;
     
               (iii)       There exists no judgment, order, injunction or
         other restraint prohibiting the Borrower from obtaining the 
         financing contemplated by the Loan Documents; 

                (iv)       The sum of the principal amount of initial 
         Revolving Credit Loans and the face amount of initial Letters of
         Credit issued hereunder do not exceed $50,000,000 in the aggregate;

                 (v)       After giving effect to the initial Revolving 
         Credit Loans and the application of the proceeds therefrom,
         the Borrower shall have no trade payables owing by it to any vendor
         outstanding and due more than the number of days customarily 
         permitted by such vendor to remain outstanding other than those
         being contested in good faith by appropriate actions and/or
         proceedings; and 
     
                (vi)      The Borrowing Base exceeds the sum of the 
         principal amount of the initial Revolving Credit Loans and the face
         amount of the initial Letters of Credit issued hereunder by an 
         amount not less than $50,000,000. 

          (b)    All costs and accrued and unpaid fees and expenses 
(including, without limitation, legal fees and expenses) required to be paid
to the Lenders and the Agent and its Affiliates in connection with the
financing contemplated hereby on or before the Closing Date, including, 
without limitation, those referred to in Sections 2.3, 2.14 and 10.4, to the
extent then due and payable and, as to Section 10.4, invoiced, shall have
been paid.

          (c)    The Borrower shall have retained an environmental 
consultant, acceptable to the Agent in its reasonable judgment, who shall
have prepared a written report or reports of an investigation addressing any
significant environmental, health and safety violations, hazards or 
liabilities to which the Borrower or any of its Subsidiaries may be subject,
which reports shall include, at a minimum, a Phase I report (the
"Environmental Reports"), which Environmental Reports shall demonstrate, to
the satisfaction of the Agent, in its reasonable judgment, that the
Borrower and its Subsidiaries and their operations are and have been in 
compliance in all material respects with all applicable Environmental Laws 
and are not subject to any material Environmental Liabilities and Costs.

          3.3.        Conditions Precedent to Each Revolving Credit Loan 
and Letter of Credit.  The obligation of each Lender to make any Revolving
Credit Loan (including the Revolving Credit Loan being made by such Lender
on the Closing Date) and of each Issuer to issue any Letter of Credit shall
be subject to the further conditions precedent that:

          (a)    The following statements shall be true on the date of such
Revolving Credit Loan or issuance, before and after giving effect thereto 
and to the application of the proceeds therefrom and to such issuance (and 
the acceptance by the Borrower of the proceeds of such Revolving Credit Loan
or such Letter of Credit shall constitute a representation and warranty by
the Borrower that on the date of such Revolving Credit Loan or issuance such
statements are true): 

                  (i)       The representations and warranties of the 
     Borrower contained in Article IV and of each Loan Party in the other
     Loan Documents are correct on and as of such date as though made on and
     as of such date; and 

                  (ii)      No Default or Event of Default will result from
     any Revolving Credit Loan being made or Letter of Credit being issued
     on such date.

          (b)    The making of the Revolving Credit Loans or the issuance of
such Letter of Credit on such date does not violate any Requirement of Law
and is not enjoined, temporarily, preliminarily or permanently. 

          (c)    The Agent shall have received such additional documents,
information and materials as any Lender or any Issuer, through the Agent, may
reasonably request.

                            ARTICLE IV
                  REPRESENTATIONS AND WARRANTIES

          To induce the Lenders, the Issuers and the Agent to enter into
this Agreement, the Lenders to make the Revolving Credit Loans and the
Issuers to issue the Letters of Credit, the Borrower represents and warrants
to the Lenders, the Issuers and the Agent that:

          4.1.        Corporate Existence; Compliance with Law.  The 
Borrower and each of its Subsidiaries (a) is a corporation or other type of
Person duly incorporated or otherwise duly organized, validly existing and
in good standing under the laws of the jurisdiction of its incorporation or
organization, (b) is duly qualified as a foreign corporation or other Person
and in good standing under the laws of each jurisdiction where such
qualification is necessary, except for failures that, in the aggregate, 
would have no Material Adverse Effect, (c) has all requisite corporate or
other comparable power and authority and the legal right to own, pledge,
mortgage and operate its properties, to lease the property it operates under
lease and to conduct its business as now or currently proposed to be
conducted, (d) is in compliance with its certificate of incorporation and
by-laws or other comparable governing documents, (e) is in compliance with
all other applicable Requirements of Law except for such non-compliances
that, in the aggregate, would have no Material Adverse Effect, and (f) has
all necessary licenses, permits, consents or approvals from or by, has made
all necessary filings with, and has given all necessary notices to, each
Governmental Authority having jurisdiction, to the extent required for such
ownership, operation and conduct, except for licenses, permits, consents, 
approvals or filings which can be obtained or made by the taking of
ministerial action to secure the grant or transfer thereof and such failures
that, in the aggregate, would have no Material Adverse Effect.

          4.2.        Corporate Power; Authorization; Enforceable 
Obligations.  (a)  The execution, delivery and performance by each Loan
Party of the Loan Documents to which it is a party and the consummation of 
the financing contemplated thereby: 

                  (i)       are within such Loan Party's corporate or other
     comparable powers;
     
                 (ii)      have been duly authorized by all necessary 
     corporate or other comparable action, including, without
     limitation, the consent of stockholders where required;

                (iii)      do not and will not (A) contravene any Loan 
     Party's certificate of incorporation or by-laws or other comparable 
     governing documents, (B) violate any other applicable Requirement of
     Law applicable to any Loan Party (including, without limitation,
     Regulations G, T, U and X of the Board of Governors of the Federal
     Reserve System), or any order or decree of any Governmental Authority or
     arbitrator applicable to any Loan Party, (C) conflict with  or result 
     in the breach of, or constitute a default under, or result in or permit
     the termination or acceleration of, any Contractual Obligation of any
     Loan Party, or (D) result in the creation or imposition of any Lien
     upon any of the property of any Loan Party, other than those in favor 
     of the Secured Parties pursuant to the Collateral Documents and other 
     Liens permitted hereby; and 
    
                 (iv)      do not require the consent of, authorization by, 
     approval of, notice to, or filing or registration with, any
     Governmental Authority or any other Person, other than (A) periodic
     disclosures and other required filings with the SEC, (B) those which
     have been obtained or made and copies of which have been or will be
     delivered to the Agent pursuant to Section 3.1, and each of which on the
     Closing Date will be in full force and effect and (C) with respect to
     the Collateral, filings required to perfect the Liens created by the 
     Collateral Documents which have been delivered to the Agent. 
     
          (b)    This Agreement has been, and each of the other Loan
Documents will have been upon delivery thereof pursuant to Section 3.1, duly
executed and delivered by each Loan Party party thereto.  This Agreement is,
and the other Loan Documents will be when delivered hereunder, the legal, 
valid and binding obligation of each Loan Party party thereto, enforceable
against such Loan Party in accordance with its terms, except as such
enforceability may be limited by applicable bankruptcy, insolvency, 
reorganization, moratorium or other similar laws affecting creditors' 
rights generally and by general principles of equity, including principles
of commercial reasonableness, good faith and fair dealing (regardless of
whether enforcement is sought in equity or at law).

          4.3.        Taxes.  (a)  All federal, state, local and foreign
tax returns, reports and statements (collectively, the "Tax Returns") 
required to be filed by the Borrower or any of its Tax Affiliates have been
filed with the appropriate governmental agencies in all jurisdictions in 
which such Tax Returns are required to be filed, all such Tax Returns are
true and correct in all material respects, and all taxes, charges and other
impositions reflected therein or otherwise due and payable have been paid
prior to the date on which any fine, penalty, interest, late charge or loss
may be added thereto for non-payment thereof, except for any failures to
file or make payment that in the aggregate are adequately reserved for on
the books of the Borrower or such Tax Affiliate in conformity with GAAP.  
Proper and accurate amounts have been withheld by the Borrower and each of
its Tax Affiliates from their respective employees for all periods in full
and complete compliance with the tax, social security and unemployment 
withholding provisions of applicable federal, state, local and foreign law
and such withholdings have been timely paid to the respective Governmental
Authorities. 

          (b)    None of the Borrower or any of its Subsidiaries has any
obligation under any tax sharing agreement with or to any entity other than,
in the case of the Borrower's Subsidiaries, the Borrower.

          4.4.        Full Disclosure.  All written statements prepared or
furnished by or on behalf of the Borrower or any of its Affiliates in
connection with any of the Loan Documents or the consummation of the
financing contemplated thereby and all financial statements delivered pursuant
hereto or thereto were prepared by the Borrower or such Affiliate in good
faith with a reasonable basis therefor, and all such statements (other than
projections and forecasts), taken as a whole, do not contain any untrue 
statement of a material fact or omit to state a material fact necessary to 
make the statements contained herein or therein not misleading as of the
respective dates when furnished and in light of the circumstances existing
when made.  As of the Closing Date, to the best knowledge of the Borrower,
all facts known to the Borrower which are material to an understanding of 
the financial condition, business, properties or prospects of the Borrower
and its Subsidiaries taken as one enterprise have been disclosed to the 
Lenders. 

          4.5.        Financial Matters.  (a)  The consolidated balance 
sheet of the Borrower and its Subsidiaries as at December 31, 1994, and the
related consolidated statements of income, retained earnings and cash flows
of the Borrower and its Subsidiaries for the fiscal year then ended, 
certified by Ernst & Young LLP, and the consolidated balance sheet of the
Borrower and its Subsidiaries as at June 30, 1995, and the related
consolidated statements of income, retained earnings and cash flows of the
Borrower and its Subsidiaries for the three months then ended, certified by
the chief financial officer of the Borrower, copies of which have been
furnished to each Lender, fairly present the consolidated financial condition
of the Borrower and its Subsidiaries as at such dates and the consolidated 
results of the operations of the Borrower and its Subsidiaries for the period
ended on such dates, all in conformity with GAAP. 

          (b)    Except as previously disclosed to the Lenders in the
Borrower's quarterly reports on Form 10Q filed for the Fiscal Quarters ended
March 31, 1995 and June 30, 1995, since December 31, 1994, there has been no
Material Adverse Change and there have been no events or developments that,
in the aggregate, have had a Material Adverse Effect.

          (c)    Neither the Borrower nor any of its Subsidiaries had at
December 31, 1994 any material obligation, contingent liability or liability
for taxes, long-term leases or unusual forward or long-term commitment which
is not reflected in the balance sheet at such date referred to in Section 
4.5(a) or in the notes thereto. 

          (d)    The Borrower is, and on a consolidated basis the Borrower
and its Subsidiaries are, Solvent.

          4.6.        Litigation.  Except as set forth on Schedule 4.6, 
there are no pending or, to the knowledge of the Borrower, threatened 
actions, investigations or proceedings affecting the Borrower or any of its
Subsidiaries before any court, Goverrmental Authority or arbitrator, other
than those that, in the aggregate, could reasonably be expected to have no
Material Adverse Effect. The performance of any action by any Loan Party 
required or contemplated by any of the Loan Documents is not restrained or
enjoined (either temporarily, preliminarily or permanently), and no material
adverse condition has been imposed by any Governmental Authority or
arbitrator upon the financing contemplated hereby. 

          4.7.        Margin Regulations.  The Borrower is not engaged in
the business of extending credit for the purpose of purchasing or carrying
margin stock (within the meaning of Regulation U issued by the Board of
Governors of the Federal Reserve System), and no proceeds of any Revolving
Credit Borrowing will be used to purchase or carry any margin stock or to 
extend credit to others for the purpose of purchasing or carrying any margin
stock.

          4.8.        Subsidiaries.  Set forth on Schedule 4.8 is a 
complete and accurate list showing all Subsidiaries of the Borrower as of 
the date hereof and, as to each such Subsidiary, the jurisdiction of its
incorporation and the percentage of the outstanding shares owned (directly or
indirectly) by the Borrower.  No Stock of any Subsidiary of the Borrower is
subject to any outstanding option, warrant, right of conversion or purchase
or any similar right.  All of the outstanding capital Stock of each 
Subsidiary of the Borrower has been validly issued, is fully paid and
nonassessable and except as set forth on Schedule 4.8, is owned by the 
Borrower or a Subsidiary of the Borrower, free and clear of all Liens (other
than the Liens in favor of the Secured Parties created pursuant to the
Collateral Documents).  Except as set forth on Schedule 4.8, none of the
Borrower or any of its Subsidiaries is a party to, or has knowledge of, any
agreement restricting the transfer or hypothecation of any shares of Stock
of any such Subsidiary, other than the Loan Documents.  The Borrower does
not own or hold, directly or indirectly, any capital Stock or equity security
of, or any equity interest in, any Person other than the Subsidiaries and
Investments permitted pursuant to Section 7.6.

          4.9.        ERISA.  (a)  Each Qualified Plan has been determined
by the IRS to qualify under Section 401 of the Code, and the trusts created 
thereunder have been determined to be exempt from tax under the provisions of
Section 501 of the Code, except where all such failures to be qualified or
exempt, as the case may be, in the aggregate, have no Material Adverse
Effect. 

          (b)    There has been no, nor is there reasonably expected to
occur, any ERISA Event which has Material Adverse Effect.

          4.10.      Liens.  There are no Liens of any nature whatsoever on
any properties of the Borrower or any of its Subsidiaries other than those
permitted by Section 7.1.  The Liens granted by the Loan Parties to the
Agent pursuant to the Collateral Documents are (subject only to the due
filing with the appropriate Governmental Authorities of the financing
statements and other documents delivered pursuant to Sections 3.1(g)(i), 
(h)(i) and (i), the Mortgages and the financing statements delivered pursuant
to Section 3.1(j)(ii)) fully perfected first priority Liens in and to the 
Collateral.

          4.11.      No Burdensome Restrictions; No Defaults.  (a) None of
the Borrower or any of its Subsidiaries (i) is a party to any Contractual
Obligation the compliance with which would have a Material Adverse Effect or
the performance of which by any thereof, either unconditionally or upon the
happening of an event, will result in the creation of a Lien (other than a 
Lien granted pursuant to a Loan Document or otherwise permitted hereby) on
the property or assets of any thereof or (ii) is subject to any charter or
corporate restriction which would have a Material Adverse Effect.

          (b)    Neither the Borrower nor any of its Subsidiaries is in 
default under or with respect to any Contractual Obligation owed by it and, 
to the knowledge of the Borrower, no other party is in default under or with 
respect to any Contractual Obligation owed to the Borrower or to any of its
Subsidiaries, other than, in either such case, those defaults which, in the
aggregate, would have no Material Adverse Effect.

          (c)    No Default or Event of Default has occurred and is continuing.

          (d)    To the best knowledge of the Borrower, there is no 
Requirement of Law applicable to the Borrower or any of its Subsidiaries, 
the compliance with which by the Borrower or any of its Subsidiaries would 
have a Material Adverse Effect.

          (e)    No Subsidiary of the Borrower is subject to any Contractual
Obligation restricting or limiting its ability to declare or make any 
dividend payment or other distribution on account of any shares of any class
of its Stock or its ability to purchase, redeem, or otherwise acquire for 
value or make any payment in respect of any such shares or any shareholder
rights except pursuant to any Loan Document.

          4.12.      No Other Ventures.  Neither the Borrower nor any of
its Subsidiaries is engaged in any partnership or other joint venture with
any other Person other than those permitted by Section 7.6 and those
Strategic Alliances entered into in the ordinary course of business
consistent with past practice.

          4.13.      Investment Company Act; Public Utility Holding Company
Act.  (a)  Neither the Borrower nor any of its Subsidiaries is an "investment
company," or "promoter" or "principal underwriter" for, an "investment
company," as such terms are defined in the Investment Company Act of 1940,
as amended.  The making of the Revolving Credit Loans by the Lenders, the
application of the proceeds and repayment thereof by the Borrower and the
consummation of the financing contemplated by the Loan Documents will not 
result in a violation by the Borrower or any of its Subsidiaries of any 
provision of such Act or any rule, regulation or order issued by the 
Securities and Exchange Commission thereunder.

          (b)    Neither the Borrower nor any of its Subsidiaries is a
"holding company" or an "affiliate" of a "holding company" or a "subsidiary 
company," of a "holding company," within the meaning of the Public Utility 
Holding Company Act of 1935, as amended.

          4.14.      Insurance.  All policies of insurance of any kind or
nature of the Borrower or any of its Subsidiaries, including, without
limitation, policies of life, fire, theft, product liability, public 
liability, property damage, other casualty, employee fidelity, workers'
compensation and employee health and welfare insurance but excluding 
directors and officers liability insurance policies, are in full force and
effect and are of a nature and provide such coverage as is sufficient and
customarily carried by companies of the size and character of such Person.
None of the Borrower or any of its Subsidiaries has been refused insurance 
for any material coverage for which it had applied or had any policy of
insurance for any material coverage terminated (other than at its request).

          4.15.      Labor Matters.  (a)  There are no strikes, work
stoppages, slowdowns or lockouts pending or threatened against or involving
the Borrower or any of its Subsidiaries, other than those which, in the 
aggregate, would have no Material Adverse Effect.

          (b)    There are no unfair labor practices charges, grievances or
complaints pending or, to the knowledge of the Borrower, threatened against
or involving the Borrower or any of its Subsidiaries, other than those
which, in the aggregate, would have no Material Adverse Effect.

          4.16.      Force Majeure.  Neither the business nor the properties
of the Borrower or any of its Subsidiaries are currently suffering from the
effects of any fire, explosion, accident, drought, storm, hail, earthquake,
embargo, act of God or of the public enemy or other casualty (whether or
not covered by insurance), other than those which in the aggregate would
have no Material Adverse Effect. 

          4.17.      Use of Proceeds.  The proceeds of the Revolving Credit
Loans and the Letters of Credit are being used by the Borrower for working
capital purposes or, in the case of any Letter of Credit for which a
Designated Subsidiary is required hereunder to be a co-applicant, solely for
the purpose of providing credit support for the indebtedness of such 
Designated Subsidiary, or in the case of any Letter of Credit for which a
Subsidiary of the Borrower is required to be a co-applicant, for general
corporate purposes of such Subsidiary.

          4.18.      Environmental Matters.  (a)  There are no conditions
or circumstances associated with the currently or previously owned or leased
properties or currently or previously conducted operations of the Borrower or
any of its Subsidiaries other than those as, in the aggregate, would have no
Material Adverse Effect. 

          (b)       The operations of the Borrower and its Subsidiaries and
tenants comply with all applicable Environmental Laws other than such 
non-compliances that in the aggregate are not reasonably likely to result 
in Environmental Liabilities and Costs in excess of $5,000,000.

          (c)    The Borrower and its Subsidiaries have obtained all Permits
required under Environmental Laws necessary for their respective operations,
and all such Permits are in good standing, and the Borrower and each of its
Subsidiaries are in compliance with the terms and conditions of such 
Permits, other than for such failures and non-compliances as, in the
aggregate, have no Material Adverse Effect.

          (d)    Neither the Borrower nor any of its Subsidiaries is, and
none of their respective currently or, to the best knowledge of the Borrower,
previously owned or leased property or operations is, subject to any
threatened order from or agreement with any Governmental Authority or other
Person or any judicial or administrative proceeding respecting any 
Environmental Law, Remedial Action, Release or threatened Release, other 
than those that in the aggregate are not reasonably likely to result in
Environmental Costs and Liabilities in excess of $5,000,000.

          (e)    Neither the Borrower nor any of its Subsidiaries is a 
treatment, storage or disposal facility requiring a permit under RCRA, the
regulations thereunder or any state analog. 

          (f)    Except as set forth on Schedule 4.18, there is not now nor,
to the best knowledge of the Borrower, has there been in the past on or in
the property owned, leased or operated by the Borrower or any of its
Subsidiaries any underground storage tanks or surface impoundments, 
asbestos containing materials or polychlorinated biphenyls used in electrical
or other equipment.

          (g)    Neither the Borrower nor any of its Subsidiaries has filed
or failed to file any notice required under any applicable Environmental Law
reporting a Release other than notices of Releases occurring in compliance
with a Permit issued pursuant to any Environmental Law.

          (h)    No Environmental Lien has attached to any property of the
Borrower or any of its Subsidiaries.

        4.19.      Intellectual Property.  (a)  To the best knowledge of
the Borrower, the operation of neither the Borrower's nor any Subsidiary's
business, as currently operated or contemplated to be operated, including 
without limitation, the manufacture, use, copying, distribution, sale, or
import of any, device, product, service, process, method, substance, part or
component, or any of their respective advertising, packaging, marketing or 
promotional activities, infringes or violates the intellectual property
rights (including, without limitation, patent, copyright, trademark or trade
secret rights) of any other Person.

          (b)  To the best knowledge of the Borrower, the Borrower and its
Subsidiaries have all necessary and material licenses, permits, and
authorizations, including without limitation, any patent, trademarks, 
copyright, trade secret or other intellectual property licenses, permitting
or authorizing each of them to operate their respective businesses as 
currently operated or contemplated to be operated, and neither the Borrower
nor any of its Subsidiaries is in default, or has breached such licenses, 
permits or authorization. 

          (c)  Except as set forth in Schedule 4.19, no Person has
threatened to commence, or has otherwise notified Borrower, and no action
is pending in which it is claimed, that Borrower or any of its Subsidiaries
infringes the intellectual property rights, including, without limitation, 
patent, copyright, trademark or trade secret rights, of any other Person, 
other than those, that in the aggregate, could reasonably be expected to have
no Material Adverse Effect.

          (d)  No Subsidiary of the Borrower owns any significant
intellectual property, including, without limitation, any patent, trademarks,
copyrights, trade secrets or other intellectual property licenses.

         4.20.      Title.  (a)  The Borrower and its Subsidiaries own good,
indefeasible and marketable title to, or valid leasehold interests in, all
real properties and good and indefeasible title to, all personal properties
and assets purported to be owned by the Borrower or any of its Subsidiaries
including, without limitation, those reflected on the Borrower's most recent
financial statements delivered pursuant to this Agreement and not disposed of
as permitted hereunder, and none of such properties and assets is subject to
any Lien, except Liens granted to the Secured Parties pursuant to the Loan
Documents or otherwise permitted hereunder. The Borrower and its
Subsidiaries have received all deeds, assignments, waivers, consents,
non-disturbance and recognition or similar agreements, bills of sale and
other documents, and have duly effected all recordings, filings and other
actions necessary to establish, protect and perfect the Borrower's and its
Subsidiaries' right, title and interest in and to all such property.

          (b)    All Permits required to have been issued or appropriate to
enable all real property owned or leased by the Borrower or any of its
Subsidiaries to be lawfully occupied and used for all of the purposes for
which they are currently occupied and used have been lawfully issued and are
in full force and effect, other than those, which in the aggregate, would
have no Material Adverse Effect.

          (c)    Neither the Borrower nor any of its Subsidiaries has
received any notice, or has anyknowledge, of any pending, threatened or
contemplated condemnation proceeding affecting any real property owned or
leased by the Borrower or any of its Subsidiaries or any part thereof except
those which, in the aggregate, would have no Material Adverse Effect.

          (d)    No portion of any real property owned or leased by the
Borrower or any of its Subsidiaries has suffered any material damage by fire
or other casualty loss which has not heretofore been completely repaired and
restored to its original condition.

          4.21.      Restricted Payments.  Since December 31, 1994,except
as permitted by Section 7.4, the Borrower has not (a) declared or made any
dividend payment or other distribution of assets, properties, cash, rights,
obligations or securities on account of any shares of any class of its Stock
or Stock Equivalents, or (b) purchased, redeemed, or otherwise acquired for
value or made any payment in respect of any of its Stock or Stock Equivalents.

          4.22.      SEC Documents.  The Borrower and its Subsidiaries have
filed all required documents with the SEC since December 31, 1994 (the "SEC
Documents"). As of their respective dates, the SEC Documents complied in all
material respects with the requirements of the Securities Act of 1933, as
amended, or the Exchange Act, as the case may be, and none of the SEC Documents
contained any untrue statement of a material fact or omitted to state a
material fact required to be stated therein or necessary in order to make the
statements therein, in light of the circumstances under which they were made, 
not misleading.  As of their respective dates, the financial statements of 
the Borrower and its Subsidiaries included in the SEC Documents complied as 
to form in all material respects with then applicable accounting requirements
and published rules and regulations of the SEC with respect thereto, have
been prepared in conformity with GAAP and fairly presented the financial
condition of the Borrower and its Subsidiaries on a consolidated basis as at
the dates thereof and the results of operations and cash flows for the
periods then ended.

                              ARTICLE V
                         FINANCIAL COVENANTS

                As long as any Obligation, Letter of Credit or Revolving
Credit Commitment remains outstanding, unless the Majority Lenders otherwise
consent in writing, the Borrower agrees with the Lenders, the Issuers and the
Agent that:

          5.1.    Fixed Charge Coverage Ratio.  The Borrower shall maintain
for each computation period set forth below a Fixed Charge Coverage Ratio
not less than the minimum set forth below for such computation period, with
each computation period being the four consecutive Fiscal Quarters ending on
the date set forth below (except that, with respect to March 31, 1996, the
determination shall be on the basis of the three consecutive Fiscal Quarters
ending on March31, 1996):

     For the Computation           Minimum Fixed
     Period Ending On              Charge Coverage Ratio
                            
     March 31, 1996                      .1 : 1.0
     June 30, 1996                       .2 : 1.0
     September 30, 1996                 1.0 : 1.0
     December 31, 1996                  1.0 : 1.0
     March 31, 1997                     1.0 : 1.0
     June 30, 1997                      1.4 : 1.0
     September 30, 1997                 1.8 : 1.0
     December 31, 1997                  2.0 : 1.0
       and thereafter

          5.2.    Interest Coverage Ratio.  The Borrower shall maintain for
each computation period set forth below an Interest Coverage Ratio not less
than the minimum set forth below for such computation period, with each
computation period being the four consecutive Fiscal Quarters ending on the
date set forth below (except that, with respect to March 31, 1996, the
determination shall be on the basis of the three consecutive Fiscal Quarters
ending on March 31, 1996):

     For the Computation           Minimum Interest
     Period Ending On              Coverage Ratio

     March 31, 1996                     7.0 : 1.0
     June 30, 1996                      7.0 : 1.0
     September 30, 1996                10.0 : 1.0
     December 31, 1996                 12.0 : 1.0
     March 31, 1997                    12.0 : 1.0
     June 30, 1997                     14.0 : 1.0
     September 30, 1997                15.0 : 1.0
       and thereafter

          5.3.    Maintenance of Net Worth.  The Borrower shall at all times
maintain during each Fiscal Quarter set forth below a Net Worth of not less
than the minimum amount set forth below for such Fiscal Quarter:

     For the Fiscal Quarter          Minimum
     Ending On                       Net Worth

     September 30, 1995            $450,000,000
     December 31, 1995             $460,000,000
     March 31, 1996                $460,000,000
     June 30, 1996                 $460,000,000
     September 30, 1996            $470,000,000
     December 31, 1996             $480,000,000
     March 31, 1997                $490,000,000
     June 30, 1997                 $500,000,000
     September 30, 1997            $510,000,000
     December 31, 1997             $530,000,000
     March 31, 1998                $540,000,000
     June 30, 1998                 $550,000,000

          5.4.    Capital Expenditures, Etc.  The Borrower shall not permit
the sum of Capital Expenditures and Capitalized Software Development Costs to
exceed the amount set forth below for the period set forth below:

          Period                      Maximum Amount

Three months ending                   $18,000,000
September 30, 1995

Six months ending               The lesser of (x) 100% of
December 31, 1995               EBITDA of the Borrower for
                                such six month period
                                and (y) $40,000,000
                                
Nine months ending              The lesser of (x) 100% of
March 31, 1996                  the EBITDA of the Borrower
                                for such nine month
                                period and (x)
                                $60,000,000
                                
Twelve months ending            The lesser of (x) 100% of
June 30, 1996                   EBITDA of the Borrower for
                                such twelve month period
                                and (y) $80,000,000
                                
Twelve months ending on         The lesser of (x) 80% of
each of September 30, 1996      EBITDA of the Borrower for
and December 31, 1996           such twelve month period
                                and (y) $84,000,000

Twelve months ending on         The lesser of (x) 80% of
each of March 31, 1997,         EBITDA of the Borrower for
June 30, 1997,                  such twelve month period
September 30, 1997,             and (y) $88,000,000
December 31, 1997,
March 30, 1998 and
June 30, 1998

                           ARTICLE VI
                      AFFIRMATIVE COVENANTS

                    As long as any Obligation, Letter of Credit or
Revolving Credit Commitment remains outstanding, unless the Majority Lenders
otherwise consent in writing, the Borrower agrees with the Lenders, the
Issuers and the Agent that:

          6.1.        Compliance with Laws, Etc.  The Borrower shall, and
shall cause each of its Subsidiaries to, comply in all material respects with
all applicable Requirements of Law, Contractual Obligations and Permits;
provided, however, that the Borrower  shall not be deemed in default of this
Section 6.1 if all such non-compliances, in the aggregate, would have no
Material Adverse Effect.

          6.2.        Conduct of Business.  The Borrower shall (a) conduct,
and shall cause each of its Subsidiaries to conduct, its business in the
ordinary  course, (b) use, and cause each of its Subsidiaries to use, its
reasonable efforts, in the ordinary course and consistent with past practice,
to preserve its business and the goodwill and business of the customers,
advertisers, suppliers and others having business relations with the 
Borrower or any of its Subsidiaries, (c) preserve, and cause each of its
Subsidiaries to preserve, all registered patents, trademarks, trade names,
copyrights and service marks with respect to its business, and (d) perform
and observe, and cause each of its Subsidiaries to perform and observe, all
the terms, covenants and conditions required to be performed and observed
by it under its Contractual Obligations (including to pay all rent and other
charges payable under any lease and all debts and other obligations as the
same become due), and do, and cause its Subsidiaries to do, all things
necessary to preserve and to keep unimpaired its rights under such
Contractual Obligations; provided, however, that, in the case of each of
clauses (a) through (d), the Borrower shall not be deemed in default of this
Section 6.2 if all such failures in the aggregate would have no Material
Adverse Effect.

          6.3.        Payment of Taxes, Etc.  The Borrower shall pay and
discharge, and shall cause each of its Subsidiaries to pay and discharge,
before the same shall become delinquent, all lawful governmental claims,
taxes,assessments, charges and levies, except where contested in good faith,
by proper proceedings and if adequate reserves therefor have been established
on the books of the Borrower or the appropriate Subsidiary in conformity
with GAAP.

          6.4.        Maintenance of Insurance.  The Borrower shall
maintain, and shall cause to be maintained for each of its Subsidiaries,
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 or such Subsidiary operates and such
other insurance as may be reasonably requested by the Majority Lenders and,
in any event, all insurance required by any Collateral Document, other than
directors and officers liability insurance.  All such general liability
insurance shall name the Agent, on behalf and for the ratable benefit of the
Secured Parties, as additional insureds, and all such property insurance
shall name the Agent, on behalf and for the ratable benefit of the Secured
Parties, as loss payee, as the Agent shall determine.  The Borrower will
furnish to the Agent from time to time such information as may be reasonably
requested by any Lender through the Agent as to such insurance.

          6.5.        Preservation of Corporate Existence, Etc. The Borrower
shall preserve and maintain, and shall cause each of its Subsidiaries to
preserve and maintain, its corporate (or other comparable) existence, rights
(charter and statutory) and franchises, except as permitted by Section 7.5.

          6.6.        Access.  The Borrower shall, from time to time at any
reasonable time, permit the Agent and the Lenders or any of their respective
agents or representatives within two Business Days after written notice
thereof (except that during a continuance of a Default or Event of Default,
no such prior notice shall be necessary), to (a) examine and make copies of
and abstracts from the records and books of account of the Borrower and each
of its subsidiaries, (b) visit the properties of the Borrower and each of its
Subsidiaries, (c) discuss the affairs, finances and accounts of the Borrower
and each of its Subsidiaries with any of their respective officers or
directors, and (d) as long as a Responsible Officer of the Borrower has been
notified at least one Business Day in advance in respect thereof (except 
that during a continuance of a Default or Event of Default, no such prior 
notice shall be necessary) communicate directly with the Borrower's 
independent certified public accountants and with the management consulting
firm referred to in Section 6.18 if still engaged.  The Borrower shall
authorize its independent certified public accountants to disclose to the
Agent or any Lender any and all financial statements and other information
of any kind as the Agent or any Lender (through the Agent) reasonably
requests from the Borrower and which such accountants have with respect to
the business, financial condition, results of operations or other affairs of
the Borrower or any of its Subsidiaries. 

          6.7.        Keeping of Books.  The Borrower shall keep, and shall
cause 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 and each such Subsidiary.

          6.8.        Maintenance of Properties, Etc. The Borrower shall
maintain and preserve, and shall cause each Guarantor to maintain and
preserve, (a) all of its properties which are necessary in the conduct of its
business in good working order and condition, and (b) all rights, permits,
licenses, approvals and privileges (including, without limitation, all 
Permits) which are necessary in the conduct of its business; provided, 
however, that the Borrower shall not be deemed in default of this Section 
6.8 if all such failures, in the aggregate, have no and would have no
Material Adverse Effect. 

          6.9.        Performance and Compliance with Other Covenants.  
The Borrower shall perform and comply with, and shall cause each of its 
Subsidiaries to perform and comply with each Contractual Obligation to which
it or any of its Subsidiaries is a party; provided, however, that the 
Borrower shall not be deemed in default of this Section 6.9 if all such 
failures, in the aggregate, would have no Material Adverse Effect.

          6.10.      Application of Proceeds.  The Borrower shall use the
entire amount of the proceeds of the Revolving Credit Loans as provided in
Section 4.17. 

          6.11.      Financial Statements.  The Borrower shall furnish to the
Agent for the benefit of the Lenders (with sufficient copies for each of the
Lenders): 

          (a)    as soon as available and in any event within 45 days after
the end of each month, (i) unaudited consolidated balance sheets of the
Borrower and its Subsidiaries as of the end of such month and consolidated
statements of income, retained earnings and cash flows of the Borrower and
its Subsidiaries for such month and for the period from the beginning of
the Fiscal Year to the end of such month and for the comparable period from
the prior Fiscal Year, all prepared in conformity with GAAP except for (x)
the absence of footnotes thereto and (y) statements of cash flows for a
period ending at the end of a month which is not the end of a Fiscal Quarter,
which are prepared on management's basis, and certified by the chief
financial officer of the Borrower as fairly presenting the financial
condition and results of operations of the Borrower and its Subsidiaries at
such date and for such period, subject to normal year-end adjustments, and
(ii) unaudited consolidating (by geographic region) balance sheets of the
Borrower and its Subsidiaries as of the end of such month, consolidating (by
geographic region) statements of income and cash flows of the Borrower and
its Subsidiaries for such month and for the period from the beginning of the
Fiscal Year to the end of such month, and consolidating (by product line) 
statements of income of the Borrower and its Subsidiaries for such month 
and for the period from the beginning of the Fiscal Year to the end of such
month, all prepared on management's basis and showing the Borrower's actual
performance as compared to the Borrower's projected performance under the
Cost Reduction Plan, and in each of clauses (i) and (ii), together with (i) 
a certificate of said officer stating that no Default or Event of Default
has occurred and is continuing or, if a Default or an Event of Default has
occurred and is continuing, a statement as to the nature thereof and the
action which the Borrower proposes to take with respect thereto, (ii) a
schedule in form satisfactory to the Agent of the computations used by the
Borrower in determining compliance with all financial covenants contained
herein, and (iii) a written discussion and analysis by the management of the
Borrower of all of the unaudited consolidated and consolidating (by
geographic region and by product line) financial statements furnished in 
respect of such month; 

          (b)    as soon as available and in any event within 90 days after
the end of each Fiscal Year, consolidated balance sheets of the Borrower and
its Subsidiaries as of the end of such year and consolidated statements of 
income, retained earnings and cash flows of the Borrower and its Subsidiaries
for such Fiscal Year, all prepared in conformity with GAAP and certified, in
the case of such consolidated financial statements, without qualification as
to the scope of the audit or as to the Borrower being a going concern by
Ernst & Young LLP or any other independent public accountants of recognized 
national standing acceptable to the Agent, together with (i) a certificate 
of such accounting firm stating that in the course of the regular audit of 
the business of the Borrower and its Subsidiaries, which audit was conducted
by such accounting firm in accordance with generally accepted auditing
standards, such accounting firm has obtained no knowledge that a Default or 
Event of Default has occurred and is continuing, a statement as to the 
nature thereof, (ii) a schedule in form satisfactory to the Agent of the
computations used by such accountants in determining, as of the end of such
Fiscal Year, the Borrower's compliance with all financial covenants contained
herein, and (iii) a written discussion and analysis by the management of the
Borrower of the consolidated financial statements furnished in respect of
such Fiscal Year;

          (c)    promptly after the same are received by the Borrower, a 
copy of each management letter provided to the Borrower by its independent
certified public accountants which refers in whole or in part to any
inadequacy, defect, problem, qualification or other lack of full satisfactory
accounting controls utilized by the Borrower or any of its Subsidiaries; and

          (d)    as soon as available and in any event within 45 days after
the end of each month, financial information and other updates and 
information reasonably satisfactory to the Agent concerning the Borrower's 
actual performance as compared to the Borrower's projected performance under
the Cost Reduction Plan.

          6.12.      Reporting Requirements.  The Borrower shall furnish to
the Agent for the benefit of the Lenders (with sufficient copies for each of
the Lenders): 

          (a)    prior to any Asset Sale involving the sale or other 
disposition of Collateral which is anticipated to generate in excess of 
$1,000,000 in Asset Sales Proceeds, a notice (i) describing the assets being
sold or the nature and material terms and conditions of such transaction and
(ii) stating the estimated Asset Sales Proceeds anticipated to be received
by the Borrower or any of its Subsidiaries;

          (b)    as soon as available and in any event within the first 60
days of each Fiscal Year, in form and detail satisfactory to the Agent, an 
annual budget, business and financial plan of the Borrower and its 
Subsidiaries for such Fiscal Year and forecasts prepared by management of
the Borrower for such Fiscal Year, displaying on a monthly basis for such
Fiscal Year and for the two year period subsequent to such Fiscal Year,
financial statements consisting of balance sheets and statements of income
and cash flows, all on a consolidated and consolidating (by geographic 
region) basis and statements of income on a consolidating (by product line)
basis;

          (c)    as soon as available and in any event within 14 days after
the 15th day and the last day of each month, a Borrowing Base Certificate
for each semi-monthly period, certified by the chief financial officer of the
Borrower as being true, accurate and complete based upon eligibility criteria
and reserves as set forth herein and as most recently communicated by the Agent
to the Borrower;

          (d)    (i) promptly and in any event within 30 days after the 
Borrower, any of its Subsidiaries or any ERISA Affiliate knows or has reason
to know that any ERISA Event has occurred, and (ii) promptly and in any event
within 10 days after the Borrower, any of its Subsidiaries or any ERISA 
Affiliate knows or has reason to know that a request for a minimum funding 
waiver under Section 412 of the Code has been filed with respect to any
Qualified Plan, a written statement of the chief financial officer or other
appropriate officer of the Borrower describing such ERISA Event or waiver
request and the action, if any, which the Borrower, its Subsidiaries and
ERISA Affiliates propose to take with respect thereto and a copy of any
notice filed with the PBGC or the IRS pertaining thereto;

          (e)    promptly after the commencement thereof, notice of the
commencement of, or any material decision in, all actions, suits and 
proceedings before any Governmental Authority or arbitrator, affecting the
Borrower or any of its Subsidiaries, except those which in the aggregate, if
adversely determined, would not result in liability in excess of $5,000,000;

          (f)    promptly and in any event within 30 days after receipt 
thereof, a copy of any order from or agreement with any Governmental 
Authority or other Person regarding any administrative proceeding involving
a Government Contract, other than those which in the aggregate, if adversely
determined, would not result in liability in excess of $5,000,000;

          (g)    promptly and in any event within two Business Days after the
Borrower becomes aware of the existence of (i) any Default or Event of 
Default or (ii) any Material Adverse Change or any event, development or
other circumstance which has a reasonable likelihood of causing or resulting 
in a Material Adverse Change, notice (which may be telephonic or by facsimile)
in reasonable detail specifying the nature of the Default, Event of Default,
event, development or circumstance, including, without limitation, the
anticipated effect thereof, which notice, if given orally, shall be promptly
confirmed in writing within five days; 
  
           (h)    promptly after the sending or filing thereof, copies of
all reports which the Borrower sends to its security holders generally, and
copies of all reports and registration statements which the Borrower or any of
its Subsidiaries files with the Securities and Exchange Commission or any
national securities exchange;

          (i)    upon the request of any Lender, through the Agent, copies of
all federal, state, local and foreign tax returns and reports filed by the
Borrower or any of its Subsidiaries in respect of taxes measured by income
(excluding sales, use and like taxes); 

          (j)    promptly and in any event within 30 days of the Borrower
learning of any of the following, written notice to the Agent of any of the
following: 

                    (i)       the Borrower or any Guarantor is or may be 
     liable to any Person as a result of a Release or threatened Release
     which could reasonably be expected to subject the Borrower or any
     Guarantor to Environmental Liabilities and Costs of $5,000,000 or more;

                    (ii)      any Remedial Action taken by the Borrower or
     any Guarantor or any other Person in response to any Contaminant  on, 
     under or about any real property owned, operated or leased by the
     Borrower or any Guarantor unless such Remedial Action would have no 
     reasonable likelihood of subjecting the Borrower and the Guarantors
     collectively to Environmental Costs and Liabilities of $5,000,000 or 
     more;
     
                    (iii)          the receipt by the Borrower or any 
     Guarantor of notification that any real or personal property of the
     Borrower or any Guarantor is subject to any Environmental Lien;

                    (iv)      the receipt by the Borrower or any Guarantor
     of any notice of violation of any Environmental Law, except for
     violations which in the aggregate would have no reasonable likelihood of
     subjecting the Borrower and Guarantors collectively to Environmental 
     Liabilities and Costs of $5,000,000 or more; 
     
                    (v)       the commencement of any judicial or 
     administrative proceeding or investigation alleging a violation of any
     Environmental Law, other than those which in the aggregate would  have
     no reasonable likelihood of subjecting the Borrower and Guarantors
     collectively to Environmental Liabilities and Costs of $5,000,000 or 
     more;
     
                    (vi)      any proposed acquisition of stock, assets or
     real estate, or any proposed leasing of property, or any other action by
     the Borrower or any Guarantor, other than those which in the aggregate
     have no reasonable likelihood of subjecting the Borrower and Guarantors
     collectively to Environmental Liabilities and Costs of $5,000,000 or 
     more; and
     
                    (vii)          any proposed action taken by the Borrower
     or any Guarantor to commence, recommence or cease manufacturing,
     industrial or other operations other than those actions which in the
     aggregate have no reasonable likelihood of requiring the Borrower and
     Guarantors to obtain additional Permits required under Environmental 
     Laws that collectively require the expenditure of $5,000,000 or more or
     become subject to additional Environmental Liabilities and Costs of
     $5,000,000 or more;
     
          (k)    upon written request by any Lender through the Agent, a
written report providing an update of the status of any environmental, health
or safety compliance, hazard or liability issue identified in any notice or
report delivered pursuant to this Agreement and any other environmental, 
health or safety compliance obligation, remedial obligation or liability;

          (l)    within 30 days after the end of each Fiscal Quarter, a list
of all Instruments (as defined in the Borrower Security Agreement) evidencing
any amount in excess of $500,000 individually owed under any Contractual 
Obligation or Account in respect of which the Borrower is an obligee;

          (m)    during the continuance of an Event of Default, monthly aging
reports of accounts payable of the Borrower and Intergraph Canada within 20
days after each month-end; 

          (n)    promptly and in any event within two Business Days thereof,
notice of any (i) refusal of insurance for which the Borrower or any
Guarantor has applied or (ii) the termination of any insurance policy 
maintained by the Borrower or any Guarantor, in each case, for reasons of 
uninsurability;

          (o)    on each of the first and second anniversaries of the Closing
Date, updated appraisals of the Eligible Machinery and Equipment from AccuVal
Associates, Incorporated (such appraisals to be done on an orderly
liquidation value basis), and Eligible Real Property from Jackson-Cross
Company, or such other appraisal firm selected by the Agent, unless otherwise
waived in writing by the Majority Lenders;

          (p)    promptly upon the occurrence thereof, notice of any material
default in the Borrower's or Intergraph Canada's obligations under a lease
which covers property on which Collateral is located; and

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

          6.13.      Employee Plans.  With respect to any Qualified Plan
hereafter adopted or maintained by the Borrower, any of its Subsidiaries or
any ERISA Affiliate, the Borrower shall (i) seek, and cause such of its
Subsidiaries and ERISA Affiliates to seek, and receive determination letters
from the IRS to the effect that such Qualified Plan is qualified within the
meaning of Section 401(a) of the Code, and (ii) from and after the adoption
of any such Qualified Plan, cause such plan to be qualified within the meaning
of Section 401(a) of the Code and to be administered in all material respects
in accordance with the requirements of ERISA and Section 401(a) of the Code.

          6.14.      Fiscal Year.  The Borrower shall maintain as its Fiscal
Year the twelve month period ending on December 31 of each year.

          6.15.      Borrowing Base Determination.  (a)  The Borrower shall
conduct, or shall cause to be conducted, at its expense, upon request of the 
Agent, and present to the Agent for approval, such appraisals, investigations
and reviews as the Agent shall reasonably request for the purpose of 
determining the Borrowing Base, all upon reasonable notice and at such
reasonable times during normal business hours and as often as may be 
reasonably requested, and the Lenders and their respective representatives
shall be entitled to participate with the Agent, at their own expense, in 
any such appraisals, investigations and reviews so requested by the Agent.  
The Borrower shall furnish to the Agent any information which the Agent may
reasonably request regarding the determination and calculation of the
Borrowing Base, including correct and complete copies of any invoices, 
underlying agreements, instruments or other documents and the identity of all
obligors.

          (b)    The Borrower shall promptly notify the Agent and the Lenders
in writing in the event that at any time the Borrower or any of its
Subsidiaries receives or otherwise gains knowledge that (i) the Borrowing Base
is less than 80% of the Borrower's Borrowing Base reflected in the most
recent Borrowing Base Certificate delivered by the Borrower pursuant to 
Section 6.12(c) or that (ii) the outstanding Revolving Credit Loans borrowed
and  Letters of Credit issued under Article II at such time exceed the 
Available Credit as a result of any decrease in the Borrowing Base and the
amount of such excess.

          (c)    The Agent may make test verifications of the Accounts and
physical verifications of the Inventory in any reasonable manner and through
any medium that the Agent considers advisable, and the Borrower shall furnish
all such assistance and information as the Agent may require in connection 
therewith.

          6.16.      Environmental.  Upon the occurrence of any event
specified in Section 6.12(j), the Borrower shall, at its cost, upon request
from the Agent, provide the Agent with such reports, engineering studies or
other written material or data as the Lenders may reasonably require so as
to demonstrate compliance in all material respects with all applicable
Environmental Laws.

          6.17.      Cash Management System.  Except for the bank accounts
permitted pursuant to Section 7.18, the Borrower and each of the Guarantors
shall establish and maintain a cash management system, including one or more
lockboxes, which provides for all funds received by, or payable to, the 
Borrower and the Guarantors to be deposited in the Cash Collateral Account.

          6.18.      Management Consulting Firm.  Within 60 days after
September 12, 1995, the Borrower shall engage a management consulting firm
to examine and evaluate (i) management's practices and performance and (ii) 
the Borrower's strategic business plan, and such firm and the scope of its
examination and evaluation shall be reasonably acceptable to the Agent.

          6.19.      Foreign Accounts Receivable.  As soon as practicable
and in any event within 60 days after the issuance of any Letter of Credit
for which a Designated Subsidiary is required hereunder to be a co-applicant,
such Designated Subsidiary shall have executed and delivered to the Agent 
all documents, in form and substance reasonably satisfactory to the Agent,
and taken all such other action reasonably required by the Agent, to pledge
and grant a security interest in all of the accounts receivable of such
Designated Subsidiary to the Agent, in its capacity as security trustee or
agent for the Issuers, solely to secure the Letter of Credit Obligations of
such Designated Subsidiary with respect to the Credit (as defined in the 
Designated Subsidiary Letter of Credit Reimbursement Agreement) issued for
the benefit of such Designated Subsidiary.  Notwithstanding any other
provision of this Agreement, the Lenders and the Issuers acknowledge that
such pledge and security interest shall not under any circumstances secure
any other obligations or liabilities.

          6.20.      Landlord Waivers and Consents.  The Borrower shall, and
shall cause Intergraph Canada to, use its best efforts to obtain and deliver
to the Agent a landlord waiver and consent (a "Landlord Waiver and Consent")
in form and substance reasonably satisfactory to the Agent, for each property
leased by the Borrower and Intergraph Canada on which Collateral is located
as set forth on Schedule 6.20 and for each additional property leased by the
Borrower and Intergraph Canada after the date hereof on which Collateral with
an aggregate Fair Market Value in excess of $100,000 is located and providing
for the waiver of such landlord's liens, if any, on such Collateral, and
consenting to the Agent's entry onto the premises solely for the purpose of
removing such Collateral from such premises within 30 days after the 
occurrence of an Event of Default; provided, however, that "best efforts" 
shall not include the expenditure of money or the bringing of any action or
proceeding to induce any landlord to execute a Landlord Waiver and Consent.

          6.21.      Government Contracts.  The Borrower shall, and shall
cause Intergraph Canada to, execute and deliver to the Agent, a notice of
assignment form for each Government Contract entered into after the date 
hereof by the Borrower and Intergraph Canada where the transaction 
represented thereby is in excess of $1,000,000, assigning its rights to
receive payment from the Governmental Authority that is the account debtor
with respect thereto to the Agent pursuant to the Assignment of Claims Act of
1940, as amended, in the case of a United States federal Governmental 
Authority, or to applicable state law, if any, in the case of any other
domestic Governmental Authority, or to applicable Canadian federal or
provincial law, if any, in the case of a Canadian Governmental Authority,
except for (i) those Government Contracts which, pursuant to the terms 
thereof, are classified and are prohibited from being disclosed and (ii)
those United States state Government Contracts and those Canadian federal and
provincial Government Contracts which shall be delivered as soon as 
practicable and in any event within 60 days after the Closing Date with
respect to those state Government Contracts in effect on the Closing Date or
which were entered into within such 60 day period. 

          6.22.      Lockbox Agreements.  As soon as practicable and in any
event within 30 days after the Closing Date, the Borrower shall enter into a
Lockbox Agreement with a bank acceptable to the Agent in replacement for the
Lockboxes it maintains with The First National Bank of Chicago and First 
Chicago National Processing Corporation ("FNBC") and shall take all steps
necessary or desirable, as the Agent shall determine, to cause its account
debtors to mail their remittances to such new Lockbox, and until such time,
the Borrower shall transfer to the Cash Collateral Account, in available 
funds, by 11:00 A.M. (New York City time) on each Business Day, all amounts
deposited on the prior Business Day into each of lockbox account no. 59-32203
and 52-28883 it maintains with FNCB. 

          6.23.      Pledged Shares.  As soon as practicable and in any
event within 90 days after the Closing Date, the Borrower shall, and shall
cause each of its applicable Subsidiaries to, pledge to the Agent pursuant 
to the Pledge Agreement and any other agreements required by local law, 
including letters from local counsel confirming such pledge documentation, 
65% of the outstanding Stock of all of the Subsidiaries set forth on Schedule
6.23, and the Borrower shall pledge to the Agent pursuant to the Pledge 
Agreement all of the shares of Stock of Silicon Valley Research, Inc. owned
by it or all of the voting trust certificates representing such Stock issued
to it pursuant to a voting trust agreement, which agreement shall be in form
and substance satisfactory to the Agent.

          6.24.      Alabama Real Property Documents.  As soon as
practicable and in any event within 60 days after the Closing Date, the 
Borrower shall deliver to the Agent a current ALTA survey and surveyor's
certification, each in form and substance satisfactory to the Agent with 
respect to the Alabama Real Property as set forth in Section 3.1(j)(iv), 
together with (i) a letter or endorsement issued by a title company
satisfactory to the Agent insuring the Alabama Real Property, which letter
shall be in form and substance satisfactory to the Agent and shall delete
from the applicable Title Insurance Policy the exception to insurance 
coverage on account of matters that would be disclosed by an accurate ALTA 
survey and (ii) a survey endorsement (ALTA 116.1) to such Title Insurance
Policy.

                             ARTICLE VII
                          NEGATIVE COVENANTS

          As long as any Obligation, Letter of Credit or Revolving Credit 
Commitment remains outstanding, unless the Majority Lenders otherwise consent
in writing, the Borrower agrees with the Lenders, the Issuers and the Agent
that:

     7.1.       Liens, Etc.  The Borrower shall not create or suffer to
exist, and shall not permit Intergraph Canada or any Designated Subsidiary
to create or suffer to exist, any Lien upon or with respect to any of its 
properties, whether now owned or hereafter acquired, or assign, or permit 
Intergraph Canada or any Designated Subsidiary to assign, any right to
receive income, except for: 

          (a)    Liens created pursuant to the Loan Documents; 

          (b)    purchase money Liens or purchase money security interests
upon or in any property (other than Collateral) acquired or held by the
Borrower or any of its Subsidiaries to secure the purchase price of such 
property or to secure Indebtedness incurred solely for the purpose of
financing the acquisition of such property, and Liens existing on such
property at the time of its acquisition (other than any such Lien created in
contemplation of such acquisition); provided, however, that the aggregate
principal amount of the Indebtedness secured by the Liens permitted by this
subsection (b) (and which Indebtedness is permitted to be incurred pursuant
to Section 7.2(c)) and the aggregate amount of Indebtedness incurred pursuant
to Section 7.2(e) shall not exceed $10,000,000 at any time outstanding;

          (c)    any Lien securing the renewal, extension, refinancing or
refunding of any Indebtedness or other obligation secured by any Lien 
permitted by Sections 7.1(b) or (i) without any increase in excess of costs
and expenses associated therewith in the outstanding aggregate principal
amount of Indebtedness secured thereby or in the assets subject to such Lien;

          (d)    Liens (other than Environmental Liens) arising by operation
of law in favor of materialmen, mechanics, warehousemen, carriers, landlords,
bankers, lessors or other similar Persons incurred by the Borrower or any of
its Subsidiaries in the ordinary course of business which secure its
obligations to such Person; provided, however, that (i) the Borrower or such
Subsidiary is not in default with respect to such payment obligation to such
Person or the Borrower or such Subsidiary is in good faith and by appropriate
proceedings diligently contesting such obligation and adequate provision is
made for the payment thereof on the books of the Borrower or the appropriate
Subsidiary in conformity with GAAP and (ii) all such Liens, in the 
aggregate, would have no Material Adverse Effect; 

          (e)    Liens (excluding Environmental Liens) securing taxes,
assessments or governmental charges, claims or levies; provided, however,
that (i) the Borrower or any of its Subsidiaries is not in default in
respect of any payment obligation with respect thereto or the Borrower or
such Subsidiaries is in good faith and by appropriate proceedings diligently
contesting such obligation and adequate provision is made for the payment
thereof on the books of the Borrower or the appropriate Subsidiary in
accordance with GAAP and (ii) all such Liens, in the aggregate, would have
no Material Adverse Effect; 

          (f)    Liens incurred or pledges and deposits made in the ordinary 
course of business in connection with workers' compensation, unemployment
insurance, old-age pensions, other social security benefits;

          (g)    Liens securing the performance of bids, tenders, leases,
contracts (other than for the repayment of borrowed money), statutory 
obligations, surety and performance bonds and other obligations of like
nature, in each case, incurred as an incident to and in the ordinary course
of business, and appeal bonds and judgment liens; provided, however, that 
all such Liens (i) do not in the aggregate materially detract from the value
of the Borrower's or any of its Subsidiary's assets or property or materially
impair the use thereof in the operation of the Borrower's or such 
Subsidiary's business and (ii) with respect to appeal bonds and judgment
liens, such Liens do not secure directly or indirectly judgments in excess
of $10,000,000 (in excess of insurance proceeds in respect thereto for which
the Borrower or such Subsidiary's insurance carrier has admitted liability);

          (h)    zoning restrictions, easements, licenses, reservations, or
restrictions on the use of real property or minor irregularities of title
incident thereto which do not in the aggregate render title thereto 
unmarketable or impair, in any material manner, the use of such property for
the purposes for which such property is held by the Borrower or any of its
Subsidiaries; 

          (i)    Liens existing on the date hereof and disclosed on Schedule
7.1;  

          (j)    expired financing statements, financing statements filed
for precautionary purposes in respect of operating leases, and financing
statements filed in respect of Liens permitted hereby;

          (k)    software escrow arrangements entered into in the ordinary
course of business consistent with past practice; and

          (l)    Liens not otherwise permitted by Sections 7.1(a) through
(k) securing the obligations or other liabilities (other than Indebtedness)
of the Borrower or any of its Subsidiaries; provided, however, that the 
aggregate amount of such obligations and liabilities secured by such Liens
shall not exceed $5,000,000 at any time outstanding.

          7.2.       Indebtedness.  The Borrower shall not create or
suffer to exist, or permit any of its Subsidiaries to create or suffer to
exist, any Indebtedness except: 

          (a)    the Obligations;

          (b)    Indebtedness (i) owing to any Subsidiary of the Borrower by
the Borrower or (ii) owing to the Borrower or any other Subsidiary of the
Borrower by any Subsidiary of the Borrower; provided, however, that the 
aggregate amount of the Indebtedness owing to the Borrower incurred pursuant
to this subsection (b)(ii) shall not exceed $10,000,000 in any Fiscal Year
in excess of the aggregate amount of such Indebtedness permitted to be 
incurred pursuant to this subsection (b)(ii) in the prior Fiscal Year or,
in the case of the 1995 Fiscal Year, in excess of the amount currently
outstanding; provided, further, however, that for the purposes of this
subsection (b), all obligations of any Subsidiary of the Borrower owing to 
the Borrower constituting trade debt shall not be considered Indebtedness 
until it shall remain unpaid for 120 days past the original invoice date
thereof; 

          (c)    Indebtedness secured by Liens permitted by Section 7.1(b);
provided, however, that the aggregate amount of such Indebtedness incurred
pursuant to this subsection (c) and Section 7.2(e) shall not exceed $10,000,000
at any time outstanding, exclusive of amounts permitted to be incurred 
pursuant to Section 7.3(a); 

          (d)    obligations pursuant to Interest Rate Contracts and
Currency Agreements referred to in Section 7.12;

          (e)    Indebtedness of the Borrower or any of its Subsidiaries
under Capitalized Lease Obligations; provided, however, that the aggregate
amount of Capitalized Lease Obligations incurred under this subsection (e)
and the aggregate amount of Indebtedness incurred pursuant to Section 7.2(c)
shall not exceed $10,000,000 at any time outstanding, exclusive of amounts 
permitted to be incurred pursuant to Section 7.3(a);

          (f)    Indebtedness of the Borrower and its Subsidiaries listed on
Schedule 7.2 and refinancings thereof without any increase in the amount of
such Indebtedness and without giving effect to any currency translation 
adjustment associated therewith; provided, however, that the refinancing by
ING Bank of the ABN-AMRO mortgage loans referred to on Schedule 7.2 (the 
"ING Loan") shall be in an amount no less than the principal amount of the
Indebtedness of such ABN-AMRO mortgage loans outstanding at the time of the
refinancing thereof by ING Bank less the Dutch guilder equivalent of
$7,500,000, but in no event greater than the amount of such Indebtedness in
existence on the date hereof as set forth on Schedule 7.2, and shall be on
terms substantially similar to those set forth in that certain letter
agreement (the "ING Letter"), dated September 11, 1995, among ING Bank,
Intergraph Benelux B.V. and Intergraph European Manufacturing, LLC; 

          (g)    Indebtedness in respect of the receipt of advance payments
made by customers in the ordinary course of business consistent with past 
practice;

          (h)    Indebtedness of any foreign Subsidiary other than 
Indebtedness owing to the Borrower in amounts, at times and on terms 
incurred in the ordinary course of business consistent with past practice;
provided, however, that all such Indebtedness incurred pursuant to this 
subsection (h) (other than reimbursement and similar obligations with respect
to surety bonds, letters of credit and bankers' acceptances (collectively 
"Foreign Reimbursement Obligations")) shall not exceed $10,000,000 at any
time outstanding, and such Foreign Reimbursement Obligations shall not
exceed $15,000,000 at any time outstanding; 

          (i)    Contingent Obligations with respect to Indebtedness of the
Borrower or any of its Subsidiaries to the extent such Indebtedness is
permitted to be incurred hereunder; provided, however, that any Contingent
Obligations existing on the date hereof shall be set forth on Schedule 7.2;
provided, further, however, that any guarantee by the Borrower of the ING
Loan referred to in Section 7.2(f) shall be limited to interest and scheduled
principal payments at the rates and on the dates set forth in the ING Letter
referred to in Section 7.2(f); and 

          (j)   other unsecured Indebtedness not referred to in Sections 
7.2(a) through (i) in an aggregate principal amount at any time outstanding
not in excess of $5,000,000. 

         7.3.       Lease Obligations; Sale/Leasebacks.
                                 
          (a)    The Borrower shall not create or suffer to exist, or permit
any of the its Subsidiaries to create or suffer to exist, any obligations as
lessee for the rental or hire of real or personal property of any kind under
leases or agreements to lease having an original term of one year or more 
which would cause the direct or contingent liabilities of the Borrower and
any of its Subsidiaries, on a consolidated basis, in respect of all such
obligations payable in any period of 12 consecutive months to be an amount
in excess of 115% of all such obligations paid in the prior Fiscal Year
exclusive of (i) all Indebtedness permitted to be incurred pursuant to
Sections 7.2(c) and (e), (ii) such obligations of the Borrower resulting 
from any sale/leaseback transaction with respect to any part of the Alabama
Real Property, (iii) such obligations of the Borrower resulting from any
sale/leaseback transaction with respect to any part of the Virginia Real
Property, and (iv) such obligations of the Borrower and its Subsidiaries
resulting from any sale/leaseback transaction with respect to computer work
stations and related equipment up to an aggregate maximum amount at any time
outstanding not in excess of $10,000,000.

          (b)    The Borrower shall not, and shall not permit any of its
Subsidiaries to, become or remain liable as lessee or guarantor or other
surety with respect to any lease, whether an operating lease or a 
Capitalized Lease, of any property (whether real or personal or mixed), 
whether now owned or hereafter acquired, which (i) the Borrower or any of its
Subsidiaries has sold or transferred or is to sell or transfer to any other
Person, or (ii) the Borrower or any of its Subsidiaries intends to use for 
substantially the same purposes as any other property which has been or is
to be sold or transferred by that entity to any other Person in connection 
with such lease; provided, however, that the Borrower and any of its 
Subsidiaries may become and remain so liable if (i) the proceeds from such a
sale or transfer or series of related sales or transfers are applied in the
same manner as if such proceeds constituted Asset Sale Proceeds or (ii) such
sale/leaseback transaction is between any of the Borrower's Subsidiaries or
between the Borrower and any of its Subsidiaries.

          7.4.       Restricted Payments.  The Borrower shall not and 
shall not permit any of its Subsidiaries to (a) declare or make any dividend
payment or other distribution of assets, properties, cash, rights, 
obligations or securities on account or in respect of, or purchase,
redeem or otherwise acquire for value, any of its Stock or Stock Equivalents
other than declarations and payments of dividends and other distributions to
the Borrower or any of its Subsidiaries by any of the Borrower's Subsidiaries,
or (b) purchase, redeem, prepay, defease or otherwise acquire for value or
make any payment (other than required purchases, redemptions and other 
payments) on account or in respect of any principal amount of Indebtedness for
borrowed money, now or hereafter outstanding, except (i) the Obligations,
(ii) in the case of a Subsidiary of the Borrower, payments to the Borrower
or any of its other Subsidiaries on account of any Indebtedness owing to the
Borrower or such other Subsidiary by such Subsidiary, (iii) in the case of 
any foreign Subsidiary of the Borrower, payments on any Indebtedness to the
extent such Indebtedness is permitted by Section 7.2 and (iv) in connection
with a refinancing of any Indebtedness permitted by Section 7.2.

          7.5.       Mergers, Stock Issuances, Sale of Assets, Etc. (a)
The Borrower shall not and shall not permit any of its Subsidiaries to (i) 
merge with any Person, (ii) consolidate with any Person, (iii) acquire all
or substantially all of the Stock or Stock Equivalents of any Person, (iv)
acquire all or substantially all of the assets of any Person or all or
substantially all of the assets constituting the business of a division,
branch or other unit operation of any Person, (v) enter into any joint
venture or partnership with any Person, except for any Strategic Alliance
entered into in the ordinary course of business consistent with past 
practice, or (vi) sell, lease, transfer or otherwise dispose of, whether in 
one transaction or in a series of transactions any of its assets, including,
without limitation, substantially all assets constituting the business of a
division, branch or other unit operation, except as permitted pursuant to
Section 7.3, 7.5(c) or 7.6 and except that (A) any Subsidiary of the
Borrower may merge into or consolidate with any other Subsidiary of the
Borrower provided that, in the case of any such merger or consolidation, the
Person formed by such merger or consolidation shall be a wholly-owned 
Subsidiary of the Borrower and if one such Subsidiary is a Guarantor, the
surviving entity must be a Guarantor and (B) any of the Borrower's 
Subsidiaries may merge into the Borrower; provided, however, that, in each
case, immediately after giving effect thereto, no event shall occur and be
continuing that constitutes a Default or an Event of Default and, in the 
case of any merger to which the Borrower is a party, the Borrower is the 
surviving corporation. 

          (b)    The Borrower shall not transfer, or permit any of its
Subsidiaries to issue or transfer, any Stock of a Subsidiary of the Borrower
or Stock Equivalents of a Subsidiary of the Borrower, other than any such
issuance or transfer (A) by a Subsidiary of the Borrower to another 
wholly-owned Subsidiary of the Borrower or to another Subsidiary of the 
Borrower that is wholly-owned other than for those shares of Stock owned by
any nominees comprising 1% or less of such Subsidiary's outstanding Stock,
(B) by a Subsidiary of the Borrower to the Borrower or (C) as permitted by 
Section 7.5(c) or 7.7. 

          (c)    The Borrower shall not and shall not permit any of its
Subsidiaries to sell, convey, transfer, lease or otherwise dispose of any of
its assets or any interest therein to any Person, or permit or suffer any 
other Person to acquire any interest in any of the assets of the Borrower or
any such Subsidiary except (i) any lease or licensing of software source
codes in the ordinary course of business, (ii) the sale or disposition of
(A) inventory in the ordinary course of business or (B) equipment or motor
vehicles which have become obsolete, are replaced in the ordinary course of
business, or which are no longer necessary or useful in the reasonable
judgment of the Borrower for the conduct of the business of the Borrower
or any of its Subsidiaries, (iii) any such sale, conveyance, transfer,
lease or other disposition by the Borrower or any Subsidiary of the Borrower
to the Borrower or to any wholly-owned Subsidiary of the Borrower or to 
another Subsidiary of the Borrower that is wholly-owned other than for those
shares of Stock owned by any nominees comprising 1% or less of such 
Subsidiary's outstanding Stock, (iv) the lease or sublease of real property 
(including, without limitation, office and retail space), that is not part
of a sale and leaseback that is otherwise prohibited by this Agreement, (v) 
the making of Investments permitted by Section 7.6 and the liquidation 
thereof, (vi) the sale of those assets of the Borrower previously disclosed
in writing to the Agent pursuant to that certain letter agreement, dated as 
of the date hereof from the Company to the Agent, in accordance with the 
terms of such letter agreement, and (vii) except as otherwise permitted 
pursuant to this Agreement, as long as no Default or Event of Default is
continuing or would result therefrom, the sale of any asset for the Fair
Market Value thereof, payable in cash upon such sale; provided, however,
that, with respect to any such sale pursuant to this clause (vii) made by 
the Borrower and any of its Subsidiaries (other than any of its foreign
Subsidiaries but including Intergraph Canada), the aggregate Fair Market
Value of all assets so sold by the Borrower and such Subsidiaries during any
Fiscal Year shall not exceed $5,000,000 and that all Asset Sale Proceeds of
any such sale are applied to the prepayment of the Revolving Credit Loans to
the extent required by Section 2.6(c); provided, further, however, that, with
respect to any such sale pursuant to this clause (vii) made by any foreign
Subsidiaries (other than Intergraph Canada) of the Borrower, the aggregate
Fair Market Value of all assets so sold by such foreign Subsidiaries during
any Fiscal Year shall not exceed $5,000,000. 

          (d)    The Borrower shall not sell or otherwise dispose of, or
factor, or permit any of its Subsidiaries to sell or otherwise dispose of, 
or factor, any Accounts. 

          7.6.       Investments in Other Persons.  The Borrower shall not,
directly or indirectly, make or maintain, or permit any of its Subsidiaries
to make or maintain, any loan or advance to any Person or own, purchase or
otherwise acquire, or permit any of its Subsidiaries to own, purchase or 
otherwise acquire, any Stock, Stock Equivalents, other equity interest, 
obligations or other securities of, or any assets constituting the purchase 
of a business or line of business, or make or maintain, or permit any of its
Subsidiaries to make or maintain, any capital contribution to, or otherwise
invest in, any other Person (any such transaction being an "Investment"), 
except: 

          (a)    Investments in accounts, contract rights and chattel paper
(each as defined in the Uniform Commercial Code), notes receivable and 
similar items arising or acquired in the ordinary course of business 
consistent with the past practice of the Borrower and its Subsidiaries;
 
          (b)    Investments in the Guarantors for general corporate 
purposes in the ordinary course of business; 

          (c)    loans to employees of the Borrower or any of its 
Subsidiaries under the Executive Loan Program, outstanding on the date
hereof, which loans (i) shall not exceed the respective amounts thereof
outstanding on the date hereof and (ii) once repaid may not be reborrowed;

          (d)    advances to employees of the Borrower or any of its 
Subsidiaries in respect of expenses incurred by them on behalf of the
Borrower or any of its Subsidiaries in the ordinary course of business and 
loans to employees to facilitate relocation, but in no event for purposes
set forth in the loan program referred to in Section 7.6(c), which advances 
and loans shall not in the aggregate exceed the sum of $1,000,000 outstanding
at any time and those Investments set forth on Part I of Schedule 7.6; 

          (e)    loans or advances to customers or suppliers of the Borrower
for any of its Subsidiaries in the ordinary course of business, which loans
and advances do not in the aggregate exceed $5,000,000 outstanding at any
time; 
          (f)    Investments in checking, demand deposit and other bank
accounts and Cash Equivalents; 

          (g)    Investments existing on the date hereof and set forth on
Part II of Schedule 7.6; 

          (h)    Investments made after the date hereof not otherwise 
permitted hereby which do not exceed $5,000,000 in the aggregate;

          (i)    Investments comprised of securities received by the 
Borrower or any of its Subsidiaries from a reorganization or liquidation of
an account debtor on account of an Account incurred in the ordinary course
of business; 

          (j)    equity Investments made after the date hereof in 
Subsidiaries now existing or hereafter formed pursuant to Section 7.14; 
provided, however, that the aggregate amount of the Investments permitted by
this subsection (j) net of amounts repatriated (whether by dividend, 
repayment of loan or otherwise) shall not exceed $10,000,000 at any time
outstanding exclusive of (i) any Indebtedness permitted to be incurred 
pursuant to Section 7.2(b) and (ii) any Investment made by the Borrower in
Intergraph European Manufacturing, LLC and/or Intergraph Benelux B.V. in 
connection with the ING Loan referred to in Section 7.2(f), provided that
any such Investment shall not exceed $7,500,000;

          (k)    Investments in Strategic Alliances entered into in the
ordinary course of business consistent with past practice; and 

          (l)    Indebtedness permitted to be incurred pursuant to Section 7.2.

          7.7.       Maintenance of Ownership of Subsidiaries. Except as
permitted by Section 7.5, the Borrower shall not sell or otherwise dispose
of any shares of Stock or any Stock Equivalent of any of its Subsidiaries
other than to a wholly-owned Subsidiary of the Borrower or permit any of its
Subsidiaries to issue, sell or otherwise dispose of any shares of its Stock
or any Stock Equivalent or the Stock or any Stock Equivalent of any other 
Subsidiary of the Borrower other than to the Borrower or to any wholly-owned
Subsidiary of the Borrower, and in each case only if all of the Stock and
Stock Equivalents of such Subsidiary are pledged to the Agent (to the extent
not theretofore pledged) pursuant to the Borrower Pledge Agreement or a 
pledge agreement that is substantially similar thereto (except, that if such
Stock or Stock Equivalents is of a Subsidiary that is a foreign Subsidiary
of the Borrower (other than Intergraph Canada), no more than 65% of the 
outstanding Stock of such Subsidiary shall be pledged to secure the 
Obligations). 

          7.8.       Change in Nature of Business.  The Borrower shall not
make, and shall not permit any of its Subsidiaries to make, any change in 
any of its business objectives, purposes or operations, other than changes
permitted in this Agreement or changes which, in the aggregate, would have no
Material Adverse Effect.

          7.9.       Modification of Material Agreements. The Borrower
shall not, and shall not permit any of its Subsidiaries to, alter, amend,
modify, rescind, terminate or waive any of their respective rights under, or
fail to comply in all material respects with, any of its material Contractual
Obligations; provided, however, that the Borrower shall not be deemed in 
default of this Section 7.9 if all such actions, in the aggregate, would not
have a Material Adverse Effect; and provided, further, that in the event of
any breach or event of default by a Person other than the Borrower or any
of its Subsidiaries, the Borrower shall promptly notify the Agent of any 
such breach or event of default and take all such action as may be 
reasonably necessary to avoid having such breach or event of default have a 
Material Adverse Effect. 

          7.10.     Accounting Changes.  The Borrower shall not make, nor
permit any of its Subsidiaries to make, any change in accounting treatment
and reporting practices, except as required by GAAP and promptly disclosed
in writing to the Lenders and the Agent.

          7.11.     Transactions with Affiliates.  The Borrower shall not,
and shall not permit any of its Subsidiaries, except as otherwise expressly
permitted herein, to do any of the following:  (a) make any Investment in an
Affiliate of the Borrower which Affiliate is not a Subsidiary, (b) transfer,
sell, lease, assign or otherwise dispose of any asset to any Affiliate of the
Borrower which is not a Subsidiary, (c) merge or consolidate with or 
purchase or acquire assets from any Affiliate of the Borrower other than a
Subsidiary, (d) repay any Indebtedness to any Affiliate of the Borrower other
than a Subsidiary or (e) enter into any other transaction directly or
indirectly with or for the benefit of any Affiliate of the Borrower which is
not a Subsidiary, including, without limitation, employment contracts or
contracts involving the payment of management or consulting fees and 
guaranties or assumptions of obligations of any such Affiliate (other than in
connection with the salary or other compensation of an officer or director 
of the Borrower or any Subsidiary commensurate with current compensation
levels), except, in the case of each of clauses (a) through (e) above, for
(i) transactions in the ordinary course of business on a basis no less 
favorable to the Borrower or such Subsidiary as would be obtained in a 
comparable arm's length transaction with a Person not an Affiliate and (ii)
arrangements with Affiliates of the Borrower or any of its Subsidiaries in
existence on the date hereof and heretofore disclosed to the Agent in writing.

          7.12.     Interest Rate Contracts; Currency Agreements. The 
Borrower shall not, and shall not permit any of its Subsidiaries to, enter
into any Interest Rate Contract or Currency Agreement, except for those 
entered into on terms satisfactory to the Agent and with counterparty risk
of less than $15,000,000 in the aggregate, which risk shall be calculated by
the Agent using calculations customarily used by the Agent for similar 
contracts and agreements.

          7.13.     Cancellation of Indebtedness Owed to It.  The Borrower
shall not, and shall not permit any of its Subsidiaries to, cancel any claim
or Indebtedness owed to it except for adequate consideration and in the
ordinary course of business and except for the loans and advances referred
to in Section 7.6(c). 

          7.14.     New Subsidiaries.  The Borrower shall not, and shall
not permit any of the Guarantors to, incorporate or otherwise organize any 
Subsidiary which was not in existence on the Closing Date unless (a) all of
the Stock and Stock Equivalents of such Subsidiary are (i) owned by the 
Borrower or a Subsidiary in existence on the Closing Date and (ii) pledged
to the Agent pursuant to the Pledge Agreement or a pledge agreement that is
substantially similar thereto (except, that if such Subsidiary is a foreign
Subsidiary of the Borrower (other than Intergraph Canada and Intergraph 
Corporation Pty., Ltd., an Australian corporation), no more than 65% of the
outstanding Stock of such Subsidiary shall be pledged to secure the
Obligations), and (b) such Subsidiary, to the extent it is incorporated 
under the laws of any state of the United States of America or the District
of Columbia executes and delivers to the Agent a Guaranty, and if 
incorporated under the laws of any province of Canada executes and delivers
the Canadian Guaranty; provided, however, that no Stock or Stock Equivalents
shall be required to be pledged pursuant to subsection (a) above and no
Guaranty shall be required to be executed and delivered pursuant to
subsection (b) above unless and until such time as such Subsidiary, if 
incorporated under the laws of any state of the United States of America or
the District of Columbia or the laws of any province of Canada shall have
Total Assets of $100,000 or more, and as to any such other Subsidiary,
unless and until such time as such other Subsidiary shall have Total Assets
of $5,000,000 or more.

          7.15.     Capital Structure of the Borrower and its Subsidiaries.
The Borrower shall not make, and shall not permit any of its Subsidiaries to
make, any change in its capital structure (including in the terms of its
outstanding Stock and Stock Equivalents), amend its certificate or articles
of incorporation, by-laws, other constituent documents or partnership 
agreement, as the case may be, other than for such changes which in the 
aggregate, would have no Material Adverse Effect.

          7.16.     No Speculative Transactions.  The Borrower shall not, 
and shall not permit any of its Subsidiaries to, engage in any speculative
transaction or in any transaction involving derivatives or commodity options,
futures or forward contracts, except for the sole purpose of hedging in the
normal course of business and consistent with past practices.

          7.17.     Environmental.  The Borrower shall not, and shall not
permit any of its Subsidiaries to, and shall not fail to require any lessee
to, dispose of, and the Borrower shall use its best efforts to prevent any
other Person from disposing of, any Contaminant in violation of any 
Environmental Law by placing it in or on the ground or waters of any property
owned or leased by the Borrower or any of its Subsidiaries.

          7.18.     Bank Accounts.  The Borrower shall not, and shall not 
permit any of its domestic Subsidiaries to, maintain any bank accounts with
funds on deposit therein in an amount in excess of $1,000,000 in the 
aggregate for all such accounts at any time other than (i) payroll accounts,
(ii) as provided for in Section 2.15, (iii) the Lockbox Accounts (as defined
in each Lockbox Agreement) and (iv) as consented to by all the Lenders in
writing.

          7.19.     Prohibition on Negative Pledges.  The Borrower shall
not enter into or be bound by, and shall not cause any of its Subsidiaries
to enter into or be bound by, any agreement, contract or other arrangement
that limits the creation or existence of any Lien upon or with respect to
any of its or such Subsidiary's properties, whether now owned or hereafter
acquired, except for limitations provided for under the Loan Documents and
under the documents relating to the Borrower's BEST Australia Project.

          7.20.     Compensation.  The Borrower shall not, in any Fiscal
Year, increase the aggregate cash Compensation of the five highest paid
executive officers of the Borrower and its Subsidiaries identified in the 
Borrower's proxy statement dated March 31, 1995 filed with the SEC by more
than 25% of the aggregate cash Compensation for such employees from the
prior Fiscal Year exclusive of (i) any cash Compensation required to be paid
to any such officer to match a bona fide offer of employment made by a third
party to any such officer and (ii) any cash bonus payments or other
comparable incentive payments required to be paid to any such officer
pursuant to such officer's employment contract in existence on the date
hereof. 

                            ARTICLE VIII                
                         EVENTS OF DEFAULT

          8.1.      Events of Default.  Each of the following events shall
be an Event of Default: 

          (a)    The Borrower shall fail to pay any principal (including,
without limitation, mandatory prepayments of principal) of any Revolving 
Credit Loan when the same becomes due and payable; or

          (b)    The Borrower shall fail to pay any interest on any Revolving
Credit Loan, any fee or any other amount due hereunder or under the other
Loan Documents or any of the Other Obligations within five days after the
same becomes due and payable; or

          (c)    Any representation or warranty made or deemed made by any
Loan Party in any Loan Document or by any Loan Party (or any of its officers)
in connection with any Loan Document, shall prove to have been incorrect in
any material respect when made or deemed made; or

          (d)    Any Loan Party shall fail to perform or observe (i) any 
term, covenant or agreement contained in Articles V or VII, or (ii) any 
other term, covenant or agreement contained in this Agreement, including, 
without limitation, Article VI, or in any other Loan Document if such
failure under this clause (ii) shall remain unremedied for 10 days after the
earlier of the date on which (A) a Responsible Officer of the Borrower 
becomes aware of such failure or (B) written notice thereof shall have been 
given to the Borrower by the Agent or any Lender; or 

          (e)    Any Loan Party shall fail to make any payment in respect of
any Indebtedness for borrowed money of such Loan Party (or any Contingent
Obligation in respect of Indebtedness for borrowed money of any other Person)
having a principal amount of $1,000,000 or more (other than the Indebtedness
evidenced by the Revolving Credit Notes), when the same becomes due and
payable (whether by scheduled maturity, required prepayment, acceleration, 
demand or otherwise) or any other event shall occur or condition shall exist
under any agreement or instrument relating to any such Indebtedness, if the
effect of such event or condition is, after giving effect to any applicable
grace period, to accelerate, or to permit the acceleration of, the maturity
of such Indebtedness, or any such Indebtedness shall become or be declared to
be due and payable, or required to be prepaid (other than by a regularly
scheduled required prepayment), or any Loan Party shall be required to 
repurchase or offer to repurchase such Indebtedness, prior to the stated
maturity thereof; or 

          (f)    Any Loan Party 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 Loan 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 custodian, receiver, trustee or other similar
official for it or for any substantial part of its property and, in the case
of any such proceedings instituted against any Loan Party (but not instituted
by it), either such proceedings shall remain undismissed or unstayed for a
period of 60 days or any of the actions sought in such proceedings shall
occur, or any Loan Party shall take any corporate action to authorize any of
the actions set forth above in this subsection (f); or

          (g)    Any judgment or order for the payment of money (to the 
extent fully not covered by insurance or an indemnity from a creditworthy
party who, in either case, has acknowledged coverage or is required to honor
the same pursuant to any final judgment or order) in excess of $10,000,000
shall be rendered against any Loan Party and shall remain unpaid and either
(i) enforcement proceedings shall have been commenced by any creditor upon
such judgment or order or (ii) 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; or 

          (h)    (i) With respect to any Qualified Plan, any Loan Party or
any ERISA Affiliate shall incur an accumulated funding deficiency or request
a funding waiver from the IRS or (ii) with respect to any Title IV Plan or
Multiemployer Plan, an ERISA Event not described in clause (i) hereof shall
occur; provided, however, that the events listed in clauses (i) and (ii)
hereof shall constitute Events of Default only if the liability, deficiency
or waiver request of any Loan Party or any ERISA Affiliate, whether or not
assessed, exceeds $5,000,000 in the aggregate for all such cases; 

          (i)    Any provision of any Collateral Document or any Guaranty
after delivery thereof under Section 3.1 shall for any reason cease to be
valid and binding on, or enforceable against, any Loan Party thereto, or any
Loan Party shall so state in writing; or

          (j)   Except as expressly set forth in any of the Collateral
Documents or Section 4.10, any Collateral Document after delivery thereof
pursuant to Section 3.1 shall, for any reason, ceases to create a valid Lien
on the Collateral purported to be covered thereby or any Loan Party shall so
state in writing; or

          (k)    There shall occur any Change of Control; or

          (l)    There shall occur any default, or event which, but for the 
requirement that notice be given or time elapse or both, would be a default
under any Mortgage; or 

          (m)    There shall occur a Material Adverse Change; or 

          (n)    Any Loan Party shall have entered into any consent or
settlement decree or agreement or similar arrangement with any Governmental
Authority or any judgment, order, decree or similar action shall have been
entered against any Loan Party, in either case based on or arising from the
violation of or pursuant to any Environmental Law, or the generation, storage,
transportation, treatment, disposal or Release of any Contaminant and, in
connection with all the foregoing, the Borrower and the Guarantors are 
likely to incur Environmental Liabilities and Costs (to the extent not 
covered by insurance or an indemnity from a creditworthy party who, in 
either case, has acknowledged coverage or is required to honor the same
pursuant to any final judgment or order) in excess of $10,000,000 in any
Fiscal Year.

          8.2.      Remedies.  During the continuance of any Event of
Default, except to the extent such Event of Default is waived in accordance
with the terms of this Agreement, the Agent (a) shall at the request, or may
with the consent, of the Majority Lenders by notice to the Borrower, declare
the obligation of each Lender to make Revolving Credit Loans and each Issuer
to issue Letters of Credit to be terminated, whereupon the same shall
forthwith terminate, (b) shall at the request, or may with the consent, of
the Majority Lenders by notice to the Borrower, declare the Revolving Credit
Loans, all interest thereon and all other amounts and Obligations payable 
under this Agreement to be forthwith due and payable, whereupon the Revolving
Credit Notes, all such interest and all such amounts and Obligations 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 and (c) may, and shall at the direction of the Majority Lenders,
transmit (to the extent not previously transmitted by the Agent) any notice
of assignment of any Government Contract received by it from the Borrower to
the United States Government or by it from Intergraph Canada to any Canadian
Governmental Authority; provided, however, that upon the occurrence of the
Event of Default specified in Section 8.1(f), the obligation of each Lender
to make Revolving Credit Loans and of each Issuer to issue Letters of Credit
shall automatically be terminated and the Revolving Credit Loans, all such
interest and all such amounts and Obligations 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.  In 
addition to the remedies set forth in this Agreement, the Agent may exercise
any remedies provided for by the Collateral Documents in accordance with the
terms thereof or any other remedies provided by applicable law.

          8.3.      Actions in Respect of Letters of Credit and Other
Obligations.  Upon the Revolving Credit Loans becoming due and payable as a 
result and in the manner set forth in Section 8.2 or upon the termination of
the Revolving Credit Commitments, the Borrower shall pay to the Agent in
immediately available funds for deposit into the Cash Collateral Account, an
amount equal to the sum of all outstanding Letter of Credit Obligations plus
all outstanding Other Obligations to the extent that the then outstanding
balance in the Cash Collateral Account is less than the outstanding
Obligations.  The Agent may, from time to time after funds are deposited in
the Cash Collateral Account, apply funds then held in the Cash Collateral 
Account in accordance with the provisions of Section 2.15.

                              ARTICLE IX
                               THE AGENT

          9.1.        Authorization and Action.  (a)  Each Lender and each
Issuer hereby appoints and authorizes the 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 Agent by the terms hereof and thereof,
together with such powers as are reasonably incidental hereto and thereto.
Without limitation of the foregoing, each Lender and each Issuer hereby
authorizes the Agent to execute and deliver, and to perform its obligations 
under, each of the Loan Documents to which the Agent is a party, and to
exercise all rights, powers and remedies that the Agent may have under such
Loan Documents and agrees, that to the extent the Agent is acting in its 
capacity as security trustee holding German trust property of any Designated
Subsidiary consisting of receivables governed by German law, the Agent, in
such capacity, shall hold such trust property as a German law trustee
(Treuhander). 

          (b)    As to any matters not expressly provided for by this
Agreement and the other Loan Documents (including, without limitation,
enforcement or collection of the Revolving Credit Notes), the 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 Majority
Lenders (and the Issuers to the extent provided in the third proviso to 
Section 10.1), and such instructions shall be binding upon all Lenders and 
all holders of Revolving Credit Notes (and all Issuers, to the extent
applicable); provided, however, that the Agent shall not be required to take
any action which the Agent in good faith believes exposes it to personal 
liability or is contrary to this Agreement or applicable law.  The Agent 
agrees to give to each Lender prompt notice of each notice given to it by
any Loan Party pursuant to the terms of this Agreement or the other Loan
Documents.

          9.2.        Agent's Reliance, Etc.  None of the Agent, nor any of
its Affiliates or any of the respective directors, officers, agents or
employees of the Agent or any such Affiliate shall be liable for any action
taken or omitted to be taken by it, him, her or them under or in connection
with this Agreement or the other Loan Documents, except for its, his, her or
their own gross negligence or wilful misconduct. Without limitation of the
generality of the foregoing, the Agent (a) may treat the payee of any 
Revolving Credit Note as the holder thereof until the Agent receives written
notice that such Revolving Credit Note has been assigned in accordance with
Section 10.7, (b) may rely on the Register to the extent set forth in 
Section 10.7(c), (c) may consult with legal counsel (including, without 
limitation, counsel to the Borrower or any other Loan Party), 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, (d) makes no warranty
or representation to any Lender and shall not be responsible to any Lender
for any of the statements, warranties or representations made by or on behalf
of the Borrower or any other Loan Party in or in connection with this 
Agreement or any of the other Loan Documents, (e) 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 this Agreement or any of the other Loan 
Documents on the part of the Borrower or any other Loan Party or to inspect
the property (including, without limitation, the books and records) of the 
Borrower or any other Loan Party, (f) shall not be responsible to any Lender
for the due execution, legality, validity, enforceability, genuineness,
sufficiency or value of this Agreement or any of the other Loan Documents or
any other instrument or document furnished pursuant hereto or thereto, and
(g) shall incur no liability under or in respect of this Agreement or any of
the other Loan Documents by acting upon any notice, consent, certificate or
other instrument or writing (which may be by telegram, cable, telex or 
facsimile transmission) believed by it to be genuine and signed or sent by
the proper party or parties.

          9.3.        Citicorp USA and Affiliates.  With respect to its
Revolving Credit Commitment, the Revolving Credit Loans made by it and the
Revolving Credit Note issued to it and the Letters of Credit issued by it, 
Citicorp USA and its Affiliates shall have the same rights and powers under
this Agreement as any other Lender or Issuer and may exercise the same as
though it were not the Agent; and the term "Lender" or "Lenders" shall, 
unless otherwise expressly indicated, include Citicorp USA in its individual
capacity.  Citicorp USA and its Affiliates may accept deposits from, lend
money to, act as trustee under indentures of, and generally engage in any 
kind of business with, the Borrower or any of its Subsidiaries and any
Person who may do business with or own securities of the Borrower or any of
its Subsidiaries, all as if Citicorp USA were not the Agent and without any
duty to account therefor to the Lenders. 

          9.4.        Lender Credit Decision.  Each Lender acknowledges
that it has, independently and without reliance upon the Agent, any other
Lender or Issuer and based on the financial statements referred to in Article
IV 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 Agent, any other Lender or Issuer 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 and other Loan Documents. 

          9.5.        Indemnification.  The Lenders agree to indemnify the
Agent and its Affiliates, and their respective directors, officers, 
employees, agents and advisors (to the extent not reimbursed by the Borrower
or the other Loan Parties), ratably according to the respective principal
amounts of the Revolving Credit Notes then held by each of them owing to them
(or if no Revolving Credit Notes and are at the time outstanding, ratably
according to the respective amounts of the aggregate of their Revolving
Credit Commitments), from and against any and all liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, expenses and 
disbursements (including, without limitation, fees and disbursements of
legal counsel) of any kind or nature whatsoever which may be imposed on,
incurred by, or asserted against, the Agent, any of its Affiliates or any of
its directors, officers, employees, agents or advisors in any way relating
to or arising out of this Agreement or the other Loan Documents or any action
taken or omitted by the Agent under this Agreement or the other 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 
Agent's or any such Affiliate's gross negligence or wilful misconduct. 
Without limitation of the foregoing, each Lender agrees to reimburse the 
Agent promptly upon demand for its ratable (determined as set forth above in
this Section 9.5) share of any out-of-pocket expenses (including, without 
limitation, fees and disbursements of legal counsel) incurred by the Agent 
in connection with the preparation, execution, delivery, administration,
modification, amendment or enforcement (whether through negotiations, legal
proceedings or otherwise) of, or legal advice in respect of its rights or
responsibilities under, this Agreement or any of the other Loan Documents,
to the extent that the Agent is not reimbursed for such expenses by the
Borrower or another Loan Party.

          9.6.        Successor Agent.  The Agent may resign only with the
consent of each Lender, if any, who was an original signatory hereto as a
Lender (collectively, the "Initial Lenders") (which consent shall not be
unreasonably withheld), and upon written notice thereof to the Borrower, and
may be removed upon the written consent of the Majority Lenders if the Agent
shall have acted with gross negligence or willful misconduct as determined by
a final judgment of a court of competent jurisdiction.  Upon any such
resignation, the Majority Lenders shall have the right to appoint a
successor Agent that is reasonably satisfactory to the Borrower.  If no
successor Agent shall have been so appointed by the Majority Lenders, and 
shall have accepted such appointment, within 30 days after the retiring 
Agent's receipt of consent from the Initial Lenders to so resign, then the 
retiring Agent may, on behalf of the Lenders, appoint a successor Agent,
which shall be a commercial bank organized under the laws of the United 
States of America or of any State thereof and having a combined capital and 
surplus of at least $100,000,000. Upon the acceptance of any appointment as
Agent hereunder by a successor Agent, such successor Agent shall thereupon 
succeed to and become vested with all the rights, powers, privileges and
duties of the retiring Agent, and the retiring Agent shall be discharged 
from its duties and obligations under this Agreement and the other Loan
Documents.  After any retiring Agent's resignation hereunder as Agent, the
provisions of this Article IX shall inure to its benefit as to any actions 
taken or omitted to be taken by it while it was Agent under this Agreement and
the other Loan Documents.  Upon any such succession, references in Section 9.3
to Citicorp USA shall be deemed to refer to each such successor acting as 
the Agent.  The Borrower shall be given prompt notice by the Successor Agent
of its appointment hereunder. 

                                 ARTICLE X
                               MISCELLANEOUS

          10.1.   Amendments, Etc.  Except as expressly provided elsewhere in
this Agreement to the contrary, no amendment or waiver of any provision of
this Agreement 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 Majority Lenders, and then any 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 all the Lenders, do any of the following:  (a) waive
any of the conditions specified in Article III except as otherwise provided
therein, (b) increase the Revolving Credit Commitments of the Lenders or
subject the Lenders to any additional obligations, (c) reduce the principal
of, or interest (including default interest) on, the Revolving Credit Loans
or any fees or other amounts payable hereunder (other than the waiver of the
right to receive default interest), (d) postpone any date fixed for any
payment of principal of, or interest on, the Revolving Credit Loans or any
fees or other amounts payable hereunder, (e) change the percentage of the
Revolving Credit Commitments or the aggregate unpaid principal amount of the
Revolving Credit Loans which shall be required for the Lenders or any of
them to take any action hereunder, (f) release any of the Collateral, except
as shall otherwise be provided for herein or in the Collateral Documents,
(g) release any Guarantor from a Guaranty, except as shall otherwise be
provided in such Guaranty and except for any Guarantor which in accordance
with the terms hereof ceases to be a Subsidiary, (h) waive any failure by
the Borrower to attain the Cumulative EBITDA set forth in the definition of
"Trigger Event" or waive or amend Section 2.4(b), (i) waive or amend Section
2.15(e), or (j) amend this Section 10.1 or the definition of the terms
"Borrowing Base" (including increasing the advance rates set forth in the
Borrowing Base Certificate but excluding any changes to the reserves referred
to therein and any reduction in value as a result of the sale of certain 
assets referred to therein, each of which shall be determined by the Agent, 
and excluding the eligibility requirements relating thereto which are to be
determined by the Majority Lenders), "Majority Lenders" and "Trigger Event"
contained in Section 1.1; and provided further that no amendment, waiver or
consent shall, unless in writing and signed by the Agent in addition to the
Lenders required above to take such action, affect the rights or duties of
the Agent under this Agreement or the other Loan Documents; and provided, 
further that no amendment, waiver or consent shall, unless in writing and
signed by each Issuer in addition to the Lenders required above to take such
action, affect the rights and duties of the Issuers under this Agreement or
the other Loan Documents. 

          10.2.   Notices, Etc.  All notices and other communications
provided for hereunder shall be in writing (including, without limitation, 
by telecopy) and mailed by postage prepaid registered mail, return receipt
requested, telecopied or delivered by hand, if to the Borrower, at 
Huntsville, Alabama 35894-0001 (telecopy number: (205) 730-2742) (telephone
number: (205) 730-2000), Attention: Chief Financial Officer; if to any 
Lender, at its Domestic Lending Office specified opposite its name on
Schedule II; if to any Issuer, at its address specified opposite its name on
Schedule III; if to the Agent for all notices and other communications other
than those required to be provided pursuant to Sections 6.11 and 6.12, at
its address at 399 Park Avenue, New York, New York 10043 (telecopy number 
(212) 793-1290)(telephone number: (212) 559-4659), Attention: Timothy L.
Freeman; and if to the Agent for all notices and other communications
required to be provided pursuant to Sections 6.11 and 6.12, at its address at
One Court Square, Long Island City, New York 11120, (telecopy number (718) 
248-4480), (telephone number (718) 248-4657), Attention: Jeff Stern; or, as 
to the Borrower, any Lender, any Issuer or the 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 and the Agent.  All such
notices and communications shall, when mailed, telecopied or delivered, be
effective three Business Days after being deposited in the mails, when 
telecopied with confirmation of receipt or when delivered by hand to the
addressee or its agent, respectively, except that notices and communications
to the Agent pursuant to Article II or IX shall not be effective until
received by the Agent. 

         10.3.   No Waiver; Remedies.  No failure on the part of any Lender
or the Agent to exercise, and no delay in exercising, any right hereunder or
under any Revolving Credit 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. 

         10.4.   Costs; Expenses; Indemnities.  (a)  The Borrower agrees to
pay promptly after a demand therefor (i) all reasonable out-of-pocket costs
and expenses of the Agent in connection with the preparation, execution,
delivery, administration, modification and amendment of this Agreement, each
of the other Loan Documents and each of the other documents to be delivered
hereunder and thereunder, including, without limitation, (A) the reasonable
fees and out-of-pocket expenses of Weil, Gotshal & Manges, counsel to the
Agent and all other attorneys fees incurred by the Agent, (B) all search,
filing and recording fees (including, sales, excise and similar taxes), and
all due diligence, syndication (including printing, distribution and bank
meetings), transportation, computer, duplication, messenger and audit costs
and expenses, and (C) fees and out-of-pocket expenses of accountants, 
appraisers, consultants or industry experts retained by the Agent with 
respect hereto, and (ii) all costs and expenses of the Agent, each Issuer
and each Lender in connection with the restructuring or enforcement (whether
through negotiation, legal proceedings or other wise) of this Agreement and
the other Loan Documents (including, without limitation, the reasonable fees
and out-of-pocket expenses of counsel, accountants, appraisers, consultants 
or industry experts retained in connection therewith by the Agent, any Issuer
or any Lender). 

          (b)    The Borrower agrees to indemnify and hold harmless the
Agent, each Issuer and each Lender and their respective Affiliates, and the
directors, officers, employees, agents, attorneys, consultants and advisors 
of or to any of the foregoing (including, without limitation, those retained
in connection with the satisfaction or attempted satisfaction of any of the
conditions set forth in Article III) (each of the foregoing being an 
"Indemnitee") from and against any and all claims, damages, liabilities, 
obligations, losses, penalties, actions, judgments, suits, costs, 
disbursements and expenses of any kind or nature (including, without 
limitation, fees and disbursements of counsel to any such Indemnitee) which
may be imposed on, incurred by or asserted against any such Indemnitee in 
connection with or arising out of any investigation, litigation or
proceeding, whether or not any such Indemnitee is a party thereto, whether
direct, indirect, or consequential and whether based on any federal, state
or local law or regulation, under common law or in equity, on contract, tort
or otherwise, in any manner relating to or arising out of this Agreement,
any other Loan Document, any Obligation, any Letter of Credit, or any act, 
event or transaction related or attendant to any thereof, including, without
limitation, (i) all Environmental Liabilities and Costs arising from or
connected with the past, present or future operations of the Borrower or any
of its Subsidiaries involving any property subject to a Collateral Document,
or damage to real or personal property or natural resources or harm or
injury alleged to have resulted from any Release of Contaminants on, upon or
into such property or any contiguous real estate, (ii) any costs or 
liabilities incurred in connection with any Remedial Action undertaken or
required to be taken by the Borrower or any of its Subsidiaries, (iii) any
costs or liabilities incurred in connection with any Environmental Lien, 
(iv) any costs or liabilities incurred in connection with any other matter
under any Environmental Law, including, without limitation, CERCLA and
applicable state property transfer laws, whether, with respect to any of the
foregoing, such Indemnitee is a mortgagee pursuant to any leasehold mortgage,
a mortgagee in possession, the successor in interest to the Borrower or any 
of its Subsidiaries, or the owner, lessee or operator of any property of the
Borrower or any of its Subsidiaries by virtue of foreclosure or the exercise
of other rights provided by any of the Collateral Documents, except, with 
respect to any of the foregoing referred to in clauses (i), (ii), (iii) and
(iv), as set forth in the following proviso or to the extent incurred 
following foreclosure by the Agent, any Issuer or any Lender, or the Agent, 
any Issuer or any Lender having become the successor in interest to the
Borrower or any of its Subsidiaries, and attributable solely to acts of the
Agent, such Issuer or such Lender or any agent on behalf of the Borrower, 
such Issuer or such Lender (and not to the acts of the Borrower, any of its
Affiliates or any other Person), (v) the making of any assignments of or
participations in the Revolving Credit Loans or Letters of Credit in 
accordance with the terms of this Agreement and the management of such 
Revolving Credit Loans and Letters of Credit, (vi) the use or intended use
of the proceeds of the Revolving Credit Loans or Letters of Credit or (vii)
in connection with any investigation of any potential matter covered hereby
(collectively, the "Indemnified Matters"); provided, however, that the 
Borrower shall not have any obligation under this Section  10.4(b) to an
Indemnitee with respect to any Indemnified Matter caused by or resulting
from the gross negligence or willful misconduct of that Indemnitee, as
determined by a court of competent jurisdiction in a final non-appealable
judgment or order, but in no event shall any Indemnitee be liable for any
exemplary or punitive damages to the extent permitted by applicable law. 

          (c)    If any Lender receives any payment of principal of, or is
subject to a conversion of, any Eurodollar Rate Loan other than on the last
day of an Interest Period relating to such Eurodollar Rate Loan, as a result
of any payment or conversion made by the Borrower or acceleration of the 
maturity of the Revolving Credit Loans pursuant to Section 8.2 or for any
other reason, the Borrower shall, upon demand by such Lender (with a copy of
such demand to the Agent), pay to the Agent for the account of such Lender
all amounts required to compensate such Lender for any additional losses, 
costs or expenses which it may reasonably incur as a result of such payment
or conversion, including, without limitation, any loss (including, without
limitation, loss of anticipated profits), cost or expense incurred by reason 
of the liquidation or reemployment of deposits or other funds acquired by 
such Lender to fund or maintain such Eurodollar Rate Loan, assuming for such
purpose that such Lender has funded such Eurodollar Rate Loan in the London 
interbank eurodollar market with a loan of the same amount and Interest
Period as such Eurodollar Rate Loan. 

          (d)    The Borrower shall indemnify the Agent, the Issuers and the
Lenders for, and hold the Agent, the Lenders and the Issuers harmless from 
and against, any and all claims for brokerage commissions, fees and other
compensation made against the Agent, the Issuers and the Lenders for any
broker, finder or consultant with respect to any agreement, arrangement or
understanding made by or on behalf of the Borrower or any of its Subsidiaries
in connection with the financing contemplated by this Agreement.

          (e)    The Borrower agrees that any indemnification or rights in
respect thereof provided to any Indemnitee pursuant to this Agreement
(including, without limitation, pursuant to this Section 10.4) or any other 
Loan Document shall (i) survive payment of the Obligations and (ii) inure to 
the benefit of any Person who was at any time an Indemnitee under this 
Agreement or any other Loan Document.

          10.5.   Right of Set-off.  Upon the occurrence and during the
continuance of any Event of Default, each Lender and each Issuer 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 or such Issuer to or for the 
credit or the account of the Borrower against any and all of the Obligations
now or hereafter existing irrespective of whether or not such Lender or such
Issuer shall have made any demand under this Agreement or any Revolving 
Credit Note or any Reimbursement Agreement or any other Loan Document and
although such Obligations may be unmatured.  Each Lender and each Issuer 
agrees promptly to notify the Borrower after any such set-off and
application made by such Lender; provided, however, that the failure to give
such notice shall not affect the validity of such setoff and application. 
The rights of each Lender and each Issuer under this Section 10.5 are in
addition to the other rights and remedies (including, without limitation,
other rights of set-off) which such Lender or such Issuer may have.

          10.6.   Binding Effect.  This Agreement shall become effective when
it shall have been executed by the Borrower and the Agent and when the Agent
shall have been notified by each Lender and each Issuer that the Lenders and
the Issuers have executed it and thereafter shall be binding upon and inure
to the benefit of the Borrower, the Agent, each Lender and each Issuer and
their respective successors and permitted 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 Lenders and the Agent. 

          10.7.   Assignments and Participations.  (a)  With the consent of 
the Agent (which consent shall not be unreasonably withheld), each Lender
may sell, transfer, negotiate or assign to one or more Eligible Assignees 
all or a portion of its Revolving Credit Commitment, to issue Letters of 
Credit, the Revolving Credit Loans and Letter of Credit Obligations owing to
it and the Revolving Credit Note held by it and a commensurate portion of 
its rights and obligations hereunder and under the other Loan Documents, and
any other sale, transfer, negotiation or assignment shall require the consent
of the Borrower and the Agent (each of whose consent shall not be 
unreasonably withheld), except that during the continuance of a Default or 
an Event of Default, no such consent of the Borrower shall be necessary; 
provided, however, that the aggregate amount 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 (if less than the
Assignor's entire interest) be less than $5,000,000 or an integral multiple
of $1,000,000 in excess thereof.  The parties to each assignment shall 
execute and deliver to the Agent, for its acceptance and recording, an 
Assignment and Acceptance, together with the Revolving Credit Notes subject
to such assignment.  Upon such execution, delivery, acceptance and recording
and the receipt by the Agent from the assignee in respect thereof of an
assignment fee in the amount of $3,000, from and after the effective date
specified in such Assignment and Acceptance, (A) the assignee thereunder shall 
become a party hereto and, to the extent that rights and obligations under the 
Loan Documents have been assigned to such assignee pursuant to such Assignment
and Acceptance, have the rights and obligations of a Lender, and if such
Lender was an Issuer, of an Issuer hereunder and thereunder, and (B) the
assignor thereunder shall, to the extent that rights and obligations under
this Agreement have been assigned by it pursuant to such Assignment and 
Acceptance, relinquish its rights (except those which survive the payment
in full of the Obligations) and be released from its obligations under the 
Loan Documents, other than those relating to events or circumstances 
occurring prior to such assignment (and, in the case of an Assignment and 
Acceptance covering all or the remaining portion of an assigning Lender's
rights and obligations under the Loan Documents, 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 of the statements, warranties or representations made in or 
in connection with this Agreement or any other Loan Document furnished 
pursuant thereto or the execution, legality, validity, enforceability,
genuineness, sufficiency or value of this Agreement or any other Loan
Document or any other instrument or document furnished pursuant hereto or
thereto; (ii) such assigning Lender makes no representation or warranty and
assumes no responsibility with respect to the financial condition of the
Borrower or any of its Subsidiaries or the performance or observance by any 
Loan Party of any of its obligations under this Agreement or any other Loan
Document or of any other instrument or document furnished pursuant hereto or
thereto; (iii) such assigning Lender confirms that it has delivered to the
assignee and the assignee confirms that it has received a copy of this
Agreement and each of the Loan Documents together with a copy of the most
recent financial statements delivered by the Borrower to the Lenders pursuant
Section 6.11 (or if no such statements have been delivered, the financial
statements referred to in Section 4.5 of this Agreement) 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 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 the 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 Agent by the terms hereof and thereof,
together with such powers as are reasonably incidental hereto and thereto; 
(vii) Sections 2.12(f) and 10.7 have been complied with; and (viii) 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 and if such assignor Lender was an Issuer, as an
Issuer.

          (c)    The Agent shall maintain at its address referred to in 
Section 10.2 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 Revolving Credit Commitment of, commitment, if any, to
issue Letters of Credit, Letter of Credit Obligations owing to, and 
principal amount of the Revolving Credit Loans owing 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 Loan
Parties, the Agent and the Lenders may treat each Person whose name is
recorded in the Register as a Lender or an Issuer, as the case may be, for 
all purposes of this Agreement.  The Register shall be available for
inspection by the Borrower, the Agent 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 the Revolving Credit Note subject to such assignment,
the Agent shall, if such Assignment and Acceptance has been completed, (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 10 Business Days after its receipt of such notice and a request
therefor, the Borrower, at its own expense, shall execute and deliver to the
Agent, in exchange for such surrendered Revolving Credit Note, a new
Revolving Credit Note to the order of such Eligible Assignee in an amount 
equal to the Revolving Credit Commitment assumed by it pursuant to such 
Assignment and Acceptance and, if the assigning Lender has retained a
Revolving Credit Commitment hereunder, a new Revolving Credit Note to the
order of the assigning Lender in an amount equal to the Revolving Credit
Commitment retained by it hereunder.  Each such new Revolving Credit Note
shall be dated the same date as the surrendered Revolving Credit Note and be
in substantially the form of Exhibit A.

          (e)    In addition to the other assignment rights provided in this
Section 10.7, each Lender may assign, as collateral or otherwise, any of its
rights under this Agreement (including, without limitation, rights to
payments of principal or interest on the Revolving Credit Note) to any
Federal Reserve Bank without notice to or consent of the Borrower or the 
Agent; provided, however, that no such assignment shall release the 
assigning Lender from any of its obligations hereunder.  The terms and 
conditions of any such assignment and the documentation evidencing such 
assignment shall be in form and substance satisfactory to the assigning
Lender and the assignee Federal Reserve Bank.

          (f)    Each Lender may sell participations to one or more banks or
other Persons in or to all or a portion of its rights and obligations under
the Loan Documents (including, without limitation, all or a portion of its
Revolving Credit Commitment, commitment, if any, to issue Letters of Credit,
the Letter of Credit Obligations owing to it, the Revolving Credit Loans
owing to it and the Revolving Credit Notes held by it).  The terms of such
participation shall not, in any event, require the participant's consent to
any amendments, waivers or other modifications of any provision of any Loan
Documents, the consent to any departure by any Loan Party therefrom, or to
the exercising or refraining from exercising any powers or rights which such
Lender may have under or in respect of the Loan Documents (including, 
without limitation, the right to enforce the obligations of the Loan 
Parties), except if any such amendment, waiver or other modification or 
consent would (i) reduce the amount, or postpone any date fixed for, any 
amount (whether of principal, interest or fees) payable to such participant
under the Loan Documents, to which such participant would otherwise be
entitled under such participation or (ii) result in the release of all or
substantially all of the Collateral other than in accordance with the Loan
Documents.  In the event of the sale of any participation by any Lender, (A)
such Lender's obligations under the Loan Documents (including, without
limitation, its Revolving Credit Commitment and commitment, if any,
hereunder to issue Letters of Credit) shall remain unchanged, (B) such 
Lender shall remain solely responsible to the other parties hereto for the
performance of such obligations, (C) such Lender shall remain the holder of
such Revolving Credit Note and the Obligations for all purposes of this
Agreement, and (D) the Borrower, the 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.

          (g)    In addition to the other assignment rights provided in this
Section 10.7, any Issuer may at any time assign, in whole or in part, its
rights and obligations hereunder to any other Lender, any Affiliate of any 
Lender or any other financial institution mutually acceptable to the Agent 
and  the Borrower, in each case, by an instrument in form and substance
satisfactory to the Agent and the parties thereto.

          (h)    Subject to clause (D) of the last sentence of Section 
10.7(f), each participant shall be entitled to the benefits of Sections 2.10
and 2.12 as if it were a Lender; provided, however, that anything herein to
the contrary not withstanding, the Borrower shall not, at any time, be 
obligated to pay, in the aggregate, to or for the benefit of the participants
of the interest of any Lender and such Lender, under Section 2.10 or 2.12, 
any sum in excess of the sum which the Borrower would have been obligated to
pay to such assigning Lender in respect of such interest had such 
participations not been sold.

          10.8.   Governing Law.  This Agreement and the Revolving Credit
Notes and the rights and obligations of the parties hereto and thereto shall
be governed by, and construed and interpreted in accordance with, the law of
the State of New York. 

          10.9.   Submission to Jurisdiction; Service of Process. (a) Any
legal action or proceeding with respect to this Agreement or the Revolving 
Credit Notes or any document related hereto or thereto may be brought in the
courts of the State of New York or of the United States of America for the
Southern District of New York and, by execution and delivery of this
Agreement, the Borrower hereby accepts for itself and in respect of its
property, generally and unconditionally, the jurisdiction of the aforesaid
courts.  The parties hereto hereby irrevocably waive any objection, 
including, without limitation, any objection to the laying of venue or based
on the grounds of forum non conveniens, which any of them may now or
hereafter have to the bringing of any such action or proceeding in such
respective jurisdictions. 

          (b)    The Borrower irrevocably consents to the service of process
of any of the aforesaid courts in any such action or proceeding by the mailing
of a copy thereof by registered or certified mail, postage prepaid, to the
Borrower at its address provided herein.

          (c)    Nothing contained in this Section 10.9 shall affect the
right of the Agent, any Lender, any Issuer or any holder of a Revolving
Credit Note to serve process in any other manner permitted by law or 
commence legal proceedings or otherwise proceed against the Borrower in any 
other jurisdiction. 

          10.10.      Section Titles.  The Section titles contained in this
Agreement are and shall be without substantive meaning or content of any kind
whatsoever and are not a part of the agreement among the parties hereto. 

          10.11.      Execution in Counterparts.  This Agreement may be
executed in any number of counterparts and by different parties hereto on
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. 

          10.12.      Entire Agreement.  This Agreement, together with all of
the other Loan Documents, embody the entire agreement of the parties and
supersedes all prior agreements and understandings relating to the subject 
matter hereof. 

          10.13.      Confidentiality.  Each Lender, the Agent and each Issuer
agree to keep information obtained by it pursuant hereto and the other Loan
Documents confidential in accordance with such Lender's, the Agent's or such
Issuer's, as the case may be, customary practices and agrees that it will
only use such information in connection with the financing contemplated by 
this Agreement and not disclose any of such information other than (a) to
such Lender's, the Agent's or such Issuer's, as the case may be, employees,
representatives, agents and affiliates who are or are expected to be 
involved in the evaluation of such information in connection with the
financing contemplated by this Agreement and who are advised of the
confidential nature of such information, (b) to the extent such information 
presently is or hereafter becomes available to such Lender, the Agent or such
Issuer, as the case may be, on a non-confidential basis from a source other
than the Borrower or any of its Subsidiaries, (c) to the extent disclosure is
required by law, regulation or judicial order or requested or required by any
bank regulator or auditor, or (d) to assignees or participants or potential 
assignees or participants who agree in writing for the benefit of the
Borrower to be bound by the provisions of this sentence.

          10.14.      Waiver of Jury Trial.  Each of the parties hereto waives
 any right it may have to trial by jury in respect of any litigation based
on, or arising out of, under or in connection with this Agreement or any
other Loan Document, or any course of conduct, course of dealing, verbal or
written statement or action of any party hereto. 


          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.

                    INTERGRAPH CORPORATION

                     By: /s/ James H. Dorton
                        -------------------------
                          Name: James H. Dorton
                          Title: Treasurer
                             
                             
                     CITICORP USA, INC.,
                      as Agent

                     By: /s/ Timothy L. Freeman
                        --------------------------
                          Name: Timothy L. Freeman
                          Title: Atty In-fact


                     Lenders
 
                     CITICORP USA, INC.


                     By: /s/ Timothy L. Freeman
                        --------------------------
                          Name: Timothy L. Freeman
                          Title: Atty In-fact


                     GENERAL ELECTRIC CAPITAL CORPORATION
         
      
                     By: /s/ Elaine L. Moore
                        --------------------------  
                          Name: Elaine L. Moore
                          Title: Senior Vice President as Duly Authorized


                     INTERNATIONALE NEDERLANDEN BANK N.V.

 
                     By: /s/ C.W.M.H. Schoermakers   /s/ W.G.M. v. Baars
                        -------------------------------------------------
                          Name:
                          Title: C.W.M.H. Schoermakers  W.G.M. v. Baars
                                 General Manager       Managing Director
                                 Corporate Banking     Corporate Banking 
    
                      MERIDIAN COMMERCIAL FINANCE 
                        CORPORATION


                     By: /s/ Christopher J. Calabrese
                        --------------------------------
                          Name: Christopher J. Calabrese
                          Title: Vice President


                     SANWA BUSINESS CREDIT CORPORATION
                             
                             
                     By: /s/ Peter L. Skavla
                        -----------------------------
                          Name: Peter L. Skavla
                          Title: Vice President


                     Issuers:
                     --------
  
                     CITIBANK, N.A.


                     By: /s/ Timothy L. Freeman
                        ------------------------
                     Name: Timothy L. Freeman
                     Title: Atty In-fact