<PAGE>
Exhibit (99(i))-2








                                       
                   =========================================




                               U.S. $175,000,000


                               CREDIT AGREEMENT

                        Dated as of September 27, 1996

                                     Among

                              TRINOVA CORPORATION
                                  as Borrower

                                      and

                            THE BANKS NAMED HEREIN
                                   as Banks

                                      and

                                CITIBANK, N.A.
                            as Administrative Agent




                  ===========================================














                                     -26-
<PAGE>

                       T A B L E   O F   C O N T E N T S

      Section                                                   Page

                                   ARTICLE I
                       DEFINITIONS AND ACCOUNTING TERMS

      SECTION 1.01. Certain Defined Terms........................  1
      SECTION 1.02. Computation of Time Periods.................. 14
      SECTION 1.03. Accounting Terms............................. 14

                                  ARTICLE II
                       AMOUNTS AND TERMS OF THE ADVANCES

      SECTION 2.01. The A Advances............................... 15
      SECTION 2.02. Making the A Advances........................ 15
      SECTION 2.03. The B Advances............................... 17
      SECTION 2.04. Certain Fees................................. 20
      SECTION 2.05. Reduction of the Commitments................. 21
      SECTION 2.06. Repayment of A Advances...................... 21
      SECTION 2.07. Interest..................................... 21
      SECTION 2.08. Additional Interest on Eurodollar Rate
                    Advances..................................... 22
      SECTION 2.09. Interest Rate Determinations; Changes in
                    Rating Systems............................... 22
      SECTION 2.10. Voluntary Conversion of A Advances........... 24
      SECTION 2.11. Prepayments of A Advances.................... 24
      SECTION 2.12. Increased Costs.............................. 25
      SECTION 2.13. Illegality................................... 25
      SECTION 2.14. Payments and Computations.................... 26
      SECTION 2.15. Taxes........................................ 27
      SECTION 2.16. Sharing of Payments, Etc..................... 29

                                  ARTICLE III
                             CONDITIONS OF LENDING

      SECTION 3.01. Condition Precedent to Effectiveness of
                    Sections 2.01 and 2.03....................... 30
      SECTION 3.02. Conditions Precedent to Each
                    A Borrowing.................................. 31
      SECTION 3.03. Conditions Precedent to Each
                    B Borrowing.................................. 32

                                  ARTICLE IV
                        REPRESENTATIONS AND WARRANTIES

      SECTION 4.01. Representations and Warranties of the
                    Borrower..................................... 33

                                   ARTICLE V
                           COVENANTS OF THE BORROWER

      SECTION 5.01. Affirmative Covenants........................ 35
      SECTION 5.02. Negative Covenants........................... 39



                                     -27-
<PAGE>
      Section                                                   Page

                                  ARTICLE VI
                               EVENTS OF DEFAULT

      SECTION 6.01. Events of Default............................ 43

                                  ARTICLE VII
                           THE ADMINISTRATIVE AGENT

      SECTION 7.01. Authorization and Action..................... 46
      SECTION 7.02. Administrative Agent's Reliance, Etc......... 46
      SECTION 7.03. Citibank and Affiliates...................... 47
      SECTION 7.04. Lender Credit Decision....................... 47
      SECTION 7.05. Indemnification.............................. 47
      SECTION 7.06. Successor Administrative Agent............... 48

                                 ARTICLE VIII
                                 MISCELLANEOUS

      SECTION 8.01. Amendments, Etc.............................. 49
      SECTION 8.02. Notices, Etc................................. 49
      SECTION 8.03. No Waiver; Remedies.......................... 50
      SECTION 8.04. Costs, Expenses and Indemnification.......... 50
      SECTION 8.05. Right of Set-off............................. 52
      SECTION 8.06. Binding Effect............................... 52
      SECTION 8.07. Assignments, Designations and
                    Participations............................... 52
      SECTION 8.08. Governing Law; Submission to
                    Jurisdiction................................. 57
      SECTION 8.09. Severability................................. 57
      SECTION 8.10. Execution in Counterparts.................... 57
      SECTION 8.11. Survival..................................... 57
      SECTION 8.12. Termination of Existing Credit Agreement..... 58


Schedule I   - List of Applicable Lending Offices
Schedule II  - Existing Credit Facilities
Schedule III - Existing Liens


Exhibit A-1  - Form of A Note
Exhibit A-2  - Form of B Note
Exhibit B-1  - Notice of A Borrowing
Exhibit B-2  - Notice of B Borrowing
Exhibit C    - Assignment and Acceptance
Exhibit D    - Designation Agreement
Exhibit E    - Form of Opinion of Counsel of the Borrower
Exhibit F    - Form of Opinion of Special New York
                Counsel to the Administrative Agent




                                     -28-
<PAGE>



                                       
            CREDIT AGREEMENT dated as of September 27, 1996 among TRINOVA
CORPORATION, an Ohio corporation (the "Borrower"), the banks (the "Banks")
listed on the signature pages hereof, and CITIBANK, N.A. ("Citibank") as agent
(the "Administrative Agent") for the Lenders hereunder.

            The Borrower has requested that the Banks make loans to it in an
aggregate principal amount not exceeding $175,000,000 at any one time
outstanding to finance the operations of the Borrower and its Subsidiaries, to
refinance certain existing indebtedness of the Borrower, to support the
Borrower's commercial paper program and for other general corporate purposes,
and the Banks are prepared to make such loans upon the terms and conditions
hereof.  Accordingly, the parties hereto agree as follows:

                                   ARTICLE I

                       DEFINITIONS AND ACCOUNTING TERMS

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

            "A Advance" means an advance by a Lender to the Borrower as part
      of an A Borrowing and refers to a Base Rate Advance or a Eurodollar Rate
      Advance, each of which shall be a "Type" of A Advance.

            "A Borrowing" means a borrowing consisting of simultaneous A
      Advances of the same Type made by each of the Lenders pursuant to
      Section 2.01.

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

            "Advance" means an A Advance or a B Advance.

            "Affiliate" means, as to any Person, any other Person that,
      directly or indirectly, controls, is controlled by or is under common
      control with such Person or is a director or officer of such Person. 
      For purposes of this definition, the term "control" (including the terms
      "controlling", "controlled by" and "under common control with") of a
      Person means the possession, direct or indirect, of the power to vote 5%
      or more of the voting capital stock of such Person or to direct or cause



                                     -29-
<PAGE>
      the direction of the management and policies of such Person, whether
      through the ownership of such voting capital stock, by contract or
      otherwise.

            "Applicable Lending Office" means, with respect to each Lender,
      such Lender's Domestic Lending Office in the case of a Base Rate Advance
      and such Lender's Eurodollar Lending Office in the case of a Eurodollar
      Rate Advance and, in the case of a B Advance, the office of such Lender
      notified by such Lender to the Administrative Agent as its Applicable
      Lending Office with respect to such B Advance.

            "Applicable Margin" for any A Advance for any Rating Level Period
      shall be the rate for the respective Type of A Advance set forth below
      opposite such Rating Level Period:

                                  Applicable Margin (% p.a.)

             Rating Level         Base Rate      Eurodollar
               Period                    Advances    Rate Advances

         Rating Level 1 Period            0.000%         0.200%

         Rating Level 2 Period            0.000%         0.225%

         Rating Level 3 Period            0.000%         0.325%

      Each change in the Applicable Margin resulting from a Rating Level
      Change shall be effective (including with respect to each A Advance then
      outstanding) on the effective date of such Rating Level Change.

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

            "Attributable Debt" when used in connection with a sale and
      lease-back transaction means, at any time, the lesser of (a) the fair
      value of the Principal Asset subject to such arrangement at such time or
      (b) the then present value (computed by discounting at the then Base
      Rate, compounded semiannually) of the obligation of a lessee for fixed
      net rental payments during the remaining term of any lease (including
      any period for which such lease has been extended or may, at the option
      of the lessor, be extended).  The term "net rental payments" under any
      lease for any period shall mean the sum of the rental and other fixed
      payments required to be paid in such period by the lessee thereunder,
      not including, however, any amounts required to be paid in such period
      by the lessee (whether or not designated as rental or additional rental)
      on account of maintenance and repairs, insurance, taxes, assessments,
      water rates or similar charges or required to be paid by such lessee
      thereunder contingent upon the amount of sales, assessments, water or
      similar charges.

            "B Advance" means an advance by a Lender to the Borrower as part
      of a B Borrowing resulting from the auction bidding procedure described
      in Section 2.03.



                                     -30-
<PAGE>

            "B Borrowing" means a borrowing consisting of simultaneous B
      Advances from each of the Lenders whose offer to make one or more B
      Advances as part of such borrowing has been accepted by the Borrower
      under the auction bidding procedure described in Section 2.03.

            "B Note" means a promissory note of the Borrower payable to the
      order of any Lender, in substantially the form of Exhibit A-2 hereto,
      evidencing the indebtedness of the Borrower to such Lender resulting
      from a B Advance made by such Lender.

            "B Reduction" has the meaning specified in Section 2.01.

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

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

                  (b)  1/2 of one percent per annum above the Federal Funds
            Rate for such period.

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

            "Borrowed Money" means, for the Borrower and its Subsidiaries, (i)
      indebtedness for borrowed money (including, without limitation,
      liabilities in respect of drawings under acceptances, letters of credit
      and similar extensions of credit, other than (x) any such instruments
      issued in respect of trade payables, (y) documentary letters of credit,
      and (z) non-documentary letters of credit issued in an individual face
      amount of less than $5,000,000); (ii) obligations as lessee under leases
      which shall have been or should be, in accordance with generally
      accepted accounting principles, recorded as capital leases;
      (iii) obligations evidenced by notes, bonds, debentures or similar
      instruments; (iv) obligations under direct or indirect guaranties (other
      than guaranties of obligations of the Borrower's Subsidiaries by the
      Borrower or any of the Borrower's other Subsidiaries) in respect of, and
      obligations (contingent or otherwise) to purchase or otherwise acquire,
      or otherwise to assure a creditor against loss in respect of,
      indebtedness or obligations of others of the kinds referred to in clause
      (i) through (iii) above or clause (v) below; (v) indebtedness or
      obligations of others of the kinds referred to in clauses (i) through
      (iv) above secured by (or for which the holder thereof has an existing
      right, contingent or otherwise, to be secured by) any Lien on property
      owned by the Borrower or any of its Subsidiaries, even though the
      Borrower or such Subsidiary has not assumed or become liable for the
      payment of such indebtedness or obligations; and (vi) liabilities in
      respect of unfunded vested benefits under plans covered by Title IV of
      ERISA.

            "Borrowing" means an A Borrowing or a B Borrowing.




                                     -31-
<PAGE>

            "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 any Eurodollar Rate Advances, on which dealings
      are carried on in the London interbank market.

            "Change in Control" means any of the following events:

            (i)   the Borrower is merged, consolidated or reorganized into or
      with another corporation or other Person, and as a result of such
      merger, consolidation or reorganization less than a majority of the
      combined voting power of the then outstanding securities of such
      corporation or other Person immediately after such transaction are held
      in the aggregate by the holders of Voting Stock immediately prior to
      such transaction;

          (ii)    if the Borrower sells all or substantially all of its assets
      to any other corporation or other Person, less than a majority of the
      combined voting power of the then outstanding securities of such
      corporation or other Person immediately after such transaction are held
      in the aggregate by the holders of Voting Stock immediately prior to
      such sale;

         (iii)    there is a report filed on Schedule 13D or Schedule 14D-1
      (or any successor schedule, form or report), each as promulgated
      pursuant to the Securities Exchange Act of 1934 ("Exchange Act"),
      disclosing that any Person has become the beneficial owner of 35% or
      more of the Voting Stock; provided that, if such report discloses an
      acquisition of beneficial ownership of 35% or more but less than 50% of
      the Voting Stock, no Change in Control for purposes of this Agreement
      shall be deemed to have occurred if the acquisition of Voting Stock so
      disclosed was first approved in accordance with Ohio law either by a
      majority of the Board of Directors in office immediately prior to such
      acquisition or by the shareholders of the Borrower;

          (iv)    the Borrower files a report or proxy statement with the
      Securities and Exchange Commission pursuant to the Exchange Act
      disclosing in response to Form 8-K or Schedule 14A (or any successor
      schedule, form or report or item therein) that a change in control of
      the Borrower has or may have occurred or will or may occur in the future
      pursuant to any then-existing contract or transaction; or

            (v)   if during any period of two consecutive years, individuals
      who at the beginning of any such period constitute the Directors of the
      Borrower cease for any reason to constitute at least a majority thereof,
      unless the election, or the nomination for election by the Borrower's
      shareholders, of each Director of the Borrower first elected during such
      period was approved by a vote of at least two-thirds of the Directors of
      the Borrower then still in office who were Directors of the Borrower at
      the beginning of any such period, or was approved by the affirmative
      vote of a majority of the voting power of the Borrower in the election
      of directors in accordance with Ohio law.

      Notwithstanding the foregoing provisions of subparagraph (iii) or (iv)
      hereof, a "Change in Control" shall not be deemed to have occurred for
      purposes of this Agreement solely because (x) the Borrower, (y) an
      entity in which the Borrower directly or indirectly beneficially owns
      50% or more of the voting securities, or (z) any Borrower-sponsored


                                     -32-
<PAGE>
      employee stock ownership plan or any other employee benefit plan of the
      Borrower, either files or becomes obligated to file a report or a proxy
      statement under or in response to Schedule 13D, Schedule 14D-1, Form 8-K
      or Schedule 14A (or any successor schedule, form or report or item
      therein) under the Exchange Act, disclosing beneficial ownership by it
      of shares of Voting Stock whether in excess of 35% or otherwise, or
      because the Borrower reports that a change in control of the Borrower
      has or may have occurred or will or may occur in the future by reason of
      such beneficial ownership.

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

            "Commitment" has the meaning specified in Section 2.01.

            "Consolidated Capitalization" means the sum of (i) Borrowed Money,
      plus (ii) the par value (or value stated on the books of the Borrower)
      of the issued and outstanding capital stock of all classes of the
      Borrower, plus (or minus in the case of a surplus deficit) (iii) the
      amount of the consolidated surplus, whether capital or earned, of the
      Borrower and its Subsidiaries, adjusted to exclude the excess of (x) the
      cost of post-retirement benefits other than pensions recognized on an
      accrual basis over (y) the cost which would have been recognized on a
      cash basis.

            "Consolidated Earnings before Interest and Taxes" means the sum of
      (i) consolidated net earnings of the Borrower and its Subsidiaries
      before extraordinary items, cumulative effect adjustments, unusual or
      infrequent items that are separately disclosed in the financial
      statements or notes to financial statements, plus (ii) income taxes,
      plus (iii) Consolidated Interest Expense.

            "Consolidated Interest Expense" means total interest expense
      determined on a consolidated basis for the Borrower and its Subsidiaries
      in accordance with generally accepted accounting principles, consistent
      with those followed in the preparation of financial statements furnished
      pursuant to Section 5.01(a).

            "Consolidated Net Tangible Assets" means the consolidated assets
      of the Borrower and its Subsidiaries, less, without duplication, (i)
      consolidated current liabilities, (ii) asset reserves, liability,
      contingency and other appropriate reserves, including reserves for
      depreciation and for deferred income taxes, (iii) all other liabilities
      (other than liabilities for Borrowed Money of the type referred to in
      clauses (i), (ii), (iv) and (vi) of the definition of such term in this
      Section 1.01), and (iv) treasury stock, unamortized debt discount and
      expense, good will, trademarks, trade names, patents, deferred charges
      and other intangible assets, all as determined in accordance with
      generally accepted accounting principles consistent with those followed
      in the preparation of the financial statements furnished pursuant to
      Section 5.01(a) with appropriate adjustments for minority interests, if
      any.

            "Convert", "Conversion" and "Converted" each refers to a
      conversion of Advances of one Type into Advances of the other Type
      pursuant to Section 2.09 or 2.10.



                                     -33-
<PAGE>

            "Default" means an event that, with notice or lapse of time or
      both, would become an Event of Default.

            "Designated Bidder" means (i) an Eligible Assignee or (ii) a
      special purpose corporation which is engaged in making, purchasing or
      otherwise investing in commercial loans in the ordinary course of its
      business and that issues (or the parent of which issues) commercial
      paper rated at least Prime-1 by Moody's or A-1 by Standard & Poor's (or
      a comparable rating from a successor of either of them), that, in either
      case, (x) is organized under the laws of the United States or any State
      thereof, (y) shall have become a party hereto pursuant to Section
      8.07(d), (e) and (f), and (z) is not otherwise a Lender.

            "Designation Agreement" means a designation agreement entered into
      by a Lender (other than a Designated Bidder) and a Designated Bidder,
      and accepted by the Administrative Agent, in substantially the form of
      Exhibit D hereto.

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

            "Eligible Assignee" means:

            (i)   a commercial bank organized under the laws of the United
      States, or any State thereof, and having total assets in excess of
      $100,000,000.00;

          (ii)    a savings and loan association or savings bank organized
      under the laws of the United States, or any State thereof, and having
      total assets in excess of $100,000,000.00;

         (iii)    a commercial bank organized under the laws of any other
      country which is a member of the OECD or has concluded special lending
      arrangements with the International Monetary Fund associated with its
      General Arrangements to Borrow or of the Cayman Islands, or a political
      subdivision of any such country, and having total assets in excess of
      $100,000,000.00, provided that such bank is acting through a branch or
      agency located in the United States; 

          (iv)    the central bank of any country which is a member of the
      OECD; 

            (v)   a finance company, insurance company or other financial
      institution or fund (whether a corporation, partnership or other entity)
      which is engaged in making, purchasing or otherwise investing in
      commercial loans in the ordinary course of its business, and having
      total assets in excess of $100,000,000.00;

          (vi)    a Lender; and

         (vii)    an Affiliate of a Lender; 



                                     -34-
<PAGE>

      provided that neither the Borrower nor any Affiliate of the Borrower
      shall qualify as an Eligible Assignee.

            "Environmental Laws" means any and all present and future Federal,
      state, local and foreign laws, rules or regulations, and any orders or
      decrees, in each case as now or hereafter in effect, relating to the
      regulation or protection of human health, safety or the environment or
      to emissions, discharges, releases or threatened releases of pollutants,
      contaminants, chemicals or toxic or hazardous substances or wastes into
      the indoor or outdoor environment, including, without limitation,
      ambient air, soil, surface water, ground water, wetlands, land or
      subsurface strata, or otherwise relating to the manufacture, processing,
      distribution, use, treatment, storage, disposal, transport or handling
      of pollutants, contaminants, chemicals or toxic or hazardous substances
      or wastes.

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

            "ERISA Affiliate" means any corporation or trade or business that
      is a member of any group of organizations (i) described in
      Section 414(b) or (c) of the Code of which the Borrower is a member and
      (ii) solely for purposes of potential liability under Section 302(c)(11)
      of ERISA and Section 412(c)(11) of the Code and the lien created under
      Section 302(f) of ERISA and Section 412(n) of the Code, described in
      Section 414(m) or (o) of the Code of which the Borrower is a member.

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

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

            "Eurodollar Rate" means, for any Interest Period for each
      Eurodollar Rate Advance comprising part of the same A Borrowing, an
      interest rate per annum equal to the average (rounded upward to the
      nearest whole multiple of 1/16 of 1% per annum, if such average is not
      such a multiple) of the rate per annum at which deposits in U.S. dollars
      are offered by the principal office of each of the Reference Banks 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 such Reference
      Bank's Eurodollar Rate Advance comprising part of such A Borrowing and
      for a period equal to such Interest Period.  The Eurodollar Rate for any
      Interest Period for each Eurodollar Rate Advance comprising part of the
      same A Borrowing shall be determined by the Administrative Agent on the
      basis of applicable rates furnished to and received by the
      Administrative Agent from the Reference Banks two Business Days before
      the first day of such Interest Period, subject, however, to the
      provisions of Section 2.09.


                                     -35-
<PAGE>

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

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

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

            "Facility Fee" has the meaning specified in Section 2.04(a).

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

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

                  (i)  the Borrower may not select any Interest Period that
            ends after the Termination Date;

                (ii)  Interest Periods beginning on the same date for
            Eurodollar Rate Advances comprising part of the same A Borrowing
            shall be of the same duration; 

               (iii)  each Interest Period that begins on the last Business
            Day of a calendar month (or on any day for which there is no
            numerically corresponding day in the appropriate subsequent
            calendar month) shall end on the last Business Day of the
            appropriate subsequent calendar month; and



                                     -36-
<PAGE>

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

            "Lenders" means the Banks listed on the signature pages hereof,
      each Person that shall become a party hereto pursuant to Section
      8.07(a), (b) and (c), and, except when used in reference to an A
      Advance, an A Borrowing, an A Note, a Commitment or a related term, each
      Designated Bidder.

            "Lien" means any mortgage, pledge, security interest, encumbrance,
      lien or charge of any kind (including any agreement to give any of the
      foregoing, any conditional sale or other title retention agreement, any
      lease in the nature thereof, and the filing of or agreement to give any
      financing statement under the Uniform Commercial Code of any
      jurisdiction); provided that no Lien shall be deemed to arise solely by
      reason of any sale by the Borrower or any Subsidiary of accounts
      receivable or the filing of or agreement to give any financing statement
      in connection therewith, so long as such sale is without recourse
      (a) except for the Borrower's repurchase obligation for indemnities
      customarily provided therein, (b) except to the extent that the
      obligation to repurchase unpaid receivables does not exceed 10%, or (c)
      except to the extent that the over-collateralization of accounts
      receivables sold does not exceed 20% of the total accounts receivables
      sold.

            "Majority Lenders" means at any time Lenders holding more than 66-
      2/3% of the then aggregate unpaid principal amount of the A Advances
      held by Lenders, or, if no such principal amount is then outstanding,
      Lenders having at least 66-2/3% of the Commitments.

            "Moody's" means Moody's Investors Service, Inc. and its
      successors.

            "Moody's Rating" at any time means the Moody's rating then in
      effect with respect to the Rated Securities.

            "Multiemployer Plan" means a multiemployer plan defined as such in
      Section 3(37) of ERISA to which contributions have been made by the
      Borrower or any ERISA Affiliate and that is covered by Title IV of
      ERISA.

            "Note" means an A Note or a B Note.

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

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

            "OECD" means the Organization for Economic Cooperation and
      Development.


                                     -37-
<PAGE>

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

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

            "Plan" means an employee benefit or other plan established or
      maintained by the Borrower or any ERISA Affiliate and that is covered by
      Title IV of ERISA, other than a Multiemployer Plan.

            "Principal Asset" means:  (a) any asset of the Borrower or any
      Subsidiary of the Borrower, other than an asset that the Board of
      Directors of the Borrower reasonably determines (such determination
      being made prior to the incurrence of any Lien thereon or any sale and
      lease-back transaction with respect thereto) is not of material
      importance to the business conducted by the Borrower and its
      Subsidiaries, taken as a whole; and (b) any other asset of the Borrower
      or any Subsidiary of the Borrower having an aggregate net book value of
      $50,000,000 or more; provided that in any event (x) all current assets
      of the Borrower and its Subsidiaries shall be Principal Assets and (y)
      all capital stock of the Borrower's Subsidiaries shall be Principal
      Assets.

            "Rated Securities" means, at any time, the unsecured, unguaranteed
      long-term senior debt securities of the Borrower outstanding at such
      time.

            "Rating Level 1 Period" means a period during which the Specified
      Rating is equal to or better than Baa1 (if determined with reference to
      the Moody's Rating) or equal to or better than BBB+ (if determined with
      reference to the Standard & Poor's Rating).

            "Rating Level 2 Period" means a period (other than a Rating Level
      1 Period) during which the Specified Rating is equal to or better than
      Baa3 (if determined with reference to the Moody's Rating) or equal to or
      better than BBB- (if determined with reference to the Standard & Poor's
      Rating).

            "Rating Level 3 Period" means each period other than a Rating
      Level 1 Period or a Rating Level 2 Period, and shall include each period
      during which both Moody's and Standard & Poor's shall not have in effect
      a rating for the Rated Securities (other than because either such rating
      agency shall no longer be in the business of rating corporate debt
      obligations).

            "Rating Level Change" means a change in the rating of the Rated
      Securities by either or both of Moody's or Standard & Poor's (other than
      as a result of a change in the rating system of such rating agency) that
      results in the change from one Rating Level Period to another, which
      Rating Level Change shall be effective on the date on which the relevant
      change in the rating of the Rated Securities is first announced by
      Moody's or Standard & Poor's, as the case may be.




                                     -38-
<PAGE>

            "Rating Level Period" shall mean a Rating Level 1 Period, a Rating
      Level 2 Period or a Rating Level 3 Period.  
            "Reference Banks" means Citibank, The First National Bank of
      Chicago and Union Bank of Switzerland, New York Branch.

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

            "Reportable Event" shall have the meaning set forth in Title IV of
      ERISA.

            "Specified Rating" at any time shall be equal to the higher of the
      Moody's Rating and the Standard & Poor's Rating at such time, provided
      that:

                  (a)  if such higher rating (the "Higher Rating") shall be
            two or more rating subcategories higher than the lower such
            rating, the "Specified Rating" shall be equal to the rating that
            is one rating subcategory lower than the Higher Rating; 

                  (b)  if the Moody's Rating and the Standard & Poor's Rating
            at such time shall be equivalent, the "Specified Rating" shall be
            equal to the Moody's Rating and the Standard & Poor's Rating at
            such time; and

                  (c)  if either (but not both) of Moody's or Standard &
            Poor's shall not have in effect a rating for the Rated Securities
            (other than because such rating agency shall no longer be in the
            business of rating corporate debt obligations), the "Specified
            Rating" shall be equal to the rating for the Rated Securities
            given by the other such rating agency.

            "Standard & Poor's" shall mean Standard & Poor's Ratings Services,
      presently a division of The McGraw-Hill Companies, Inc., and its
      successors. 

            "Standard & Poor's Rating" at any time means the Standard & Poor's
      rating then in effect with respect to the Rated Securities.

            "Subsidiary" or "Subsidiaries" means any corporation more than
      fifty percent (50%) of the capital stock of which is owned or
      controlled, directly or indirectly, by the Borrower and/or any
      Subsidiary of the Borrower and whose accounts are required to be
      consolidated with those of the Borrower in accordance with generally
      accepted accounting principles, consistently applied.

            "Tax-Free Financing" shall mean any "private activity bond" as
      defined in Section 141(a) of the Internal Revenue Code of 1986, as
      amended (the "Code"), which is a "qualified bond" as defined in Section
      141(e)(1) of the Code, (ii) any "securities acquisition loan" as defined
      in Section 133(b) of the Code, and (iii) any other financing, the
      interest on the indebtedness issued in connection with which is exempt
      in whole or in part from Federal income tax.

            "Termination Date" means August 31, 2001 or the earlier date of
      termination in whole of the Commitments pursuant to Section 2.05 or
      6.01.


                                     -39-
<PAGE>

            "Voting Stock" shall mean all outstanding securities of the
      Borrower entitled to vote generally in the election of directors of the
      Borrower at the time in question.


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

            SECTION 1.03.  Accounting Terms.  All accounting terms not
specifically defined herein shall be construed in accordance with generally
accepted accounting principles consistent with those applied in the
preparation of the financial statements referred to in Section 4.01(e).

                                  ARTICLE II

                       AMOUNTS AND TERMS OF THE ADVANCES

            SECTION 2.01.  The A Advances.  Each Lender severally agrees, on
the terms and conditions hereinafter set forth, to make A Advances to the
Borrower from time to time on any Business Day during the period from the date
hereof until the Termination Date in an aggregate amount not to exceed at any
time outstanding the amount set opposite such Lender's name on the signature
pages hereof or, if such Lender has entered into any Assignment and
Acceptance, set forth for such Lender in the Register maintained by the
Administrative Agent pursuant to Section 8.07(c), as such amount may be
reduced pursuant to Section 2.05 (such Lender's "Commitment"), provided that
the aggregate amount of the Commitments of the Lenders shall be deemed used
from time to time to the extent of the aggregate amount of the B Advances then
outstanding and such deemed use of the aggregate amount of the Commitments
shall be deemed applied to the Lenders ratably according to their respective
Commitments (such deemed use of the aggregate amount of the Commitments being
a "B Reduction").  Each A Borrowing shall be in an aggregate amount not less
than $10,000,000 or an integral multiple of $5,000,000 in excess thereof and
shall consist of A Advances of the same Type made on the same day by the
Lenders ratably according to their respective Commitments.  Within the limits
of each Lender's Commitment, the Borrower may from time to time borrow, prepay
pursuant to Section 2.11(b) and reborrow under this Section 2.01.

            SECTION 2.02.  Making the A Advances.  

            (a)  Each A Borrowing shall be made on notice, given not later
than 11:00 A.M. (New York City time) on the third Business Day prior to the
date of the proposed A Borrowing (in the case of an A Borrowing consisting of
Eurodollar Rate Advances) or given not later than 11:00 A.M. (New York City
time) on the Business Day of the proposed A Borrowing (in the case of an A
Borrowing consisting of Base Rate Advances), by the Borrower to the
Administrative Agent, which shall give to each Lender prompt notice thereof by
telecopier, telex or cable.  Each such notice of an A Borrowing (a "Notice of
A Borrowing") shall be by telecopier, telex or cable, confirmed immediately in
writing, in substantially the form of Exhibit B-1 hereto, specifying therein
the requested (i) date of such A Borrowing, (ii) Type of A Advances comprising
such A Borrowing, (iii) aggregate amount of such A Borrowing, and (iv) in the
case of an A Borrowing consisting of Eurodollar Rate Advances, initial
Interest Period for each such A Advance.  Each Lender shall, before 1:00 P.M.
(New York City time) on the date of such A Borrowing, make available for the


                                     -40-
<PAGE>

account of its Applicable Lending Office to the Administrative Agent at its
address referred to in Section 8.02, in same day funds, such Lender's ratable
portion of such A Borrowing.  After the Administrative Agent's receipt of such
funds and upon fulfillment of the applicable conditions set forth in Article
III, the Administrative Agent will make such funds available to the Borrower
at the Administrative Agent's aforesaid address.

            (b)  Anything in subsection (a) above to the contrary
notwithstanding, the Borrower may not select Eurodollar Rate Advances for any
A Borrowing if the aggregate amount of such A Borrowing is less than
$10,000,000.

            (c)  Each Notice of A Borrowing shall be irrevocable and binding
on the Borrower.  In the case of any A Borrowing which the related Notice of A
Borrowing specifies is to be comprised of Eurodollar Rate Advances, the
Borrower shall indemnify each Lender against any loss, cost or expense
incurred by such Lender as a result of any failure to fulfill on or before the
date specified in such Notice of A Borrowing for such A Borrowing the
applicable conditions set forth in Article III, including, without limitation,
any loss (including loss of anticipated profits not to exceed 15 basis points
on the principal amount of such A Borrowing), cost or expense incurred by
reason of the liquidation or reemployment of deposits or other funds acquired
by such Lender to fund the A Advance to be made by such Lender as part of such
A Borrowing when such A Advance, as a result of such failure, is not made on
such date.

            (d)  Unless the Administrative Agent shall have received notice
from a Lender prior to the date of any A Borrowing that such Lender will not
make available to the Administrative Agent such Lender's ratable portion of
such A Borrowing, the Administrative Agent may assume that such Lender has
made such portion available to the Administrative Agent on the date of such
A Borrowing in accordance with subsection (a) of this Section 2.02 and the
Administrative 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
Administrative Agent, such Lender and the Borrower severally agree to repay to
the Administrative Agent forthwith on demand such corresponding amount
together with interest thereon, for each day from the date such amount is made
available to the Borrower until the date such amount is repaid to the
Administrative Agent, at (i) in the case of the Borrower, the interest rate
applicable at the time to A Advances comprising such A Borrowing and (ii) in
the case of such Lender, the Federal Funds Rate.  If such Lender shall repay
to the Administrative Agent such corresponding amount, such amount so repaid
shall constitute such Lender's A Advance as part of such A Borrowing for
purposes of this Agreement.

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

            SECTION 2.03.  The B Advances.  

            (a)  Each Lender severally agrees that the Borrower may request B
Borrowings under this Section 2.03 from time to time on any Business Day 


                                     -41-
<PAGE>

during the period from the date hereof until the date occurring 30 days prior
to the Termination Date in the manner set forth below; provided that,
following the making of each B Borrowing, the aggregate amount of the Advances
then outstanding shall not exceed the aggregate amount of the Commitments of
the Lenders (computed without regard to any B Reduction).

            (i)  The Borrower may request a B Borrowing under this Section
      2.03 by delivering to the Administrative Agent, by telecopier, telex or
      cable, confirmed immediately in writing, a notice of a B Borrowing (a
      "Notice of B Borrowing"), in substantially the form of Exhibit B-2
      hereto, specifying the date and aggregate amount of the proposed B
      Borrowing, the maturity date for repayment of each B Advance to be made
      as part of such B Borrowing (which maturity date may not be earlier than
      the date occurring 30 days after the date of such B Borrowing or later
      than the Termination Date), the interest payment date or dates relating
      thereto, and any other terms to be applicable to such B Borrowing, not
      later than 10:00 A.M. (New York City time) (A) at least one Business Day
      prior to the date of the proposed B Borrowing, if the Borrower shall
      specify in the Notice of B Borrowing that the rates of interest to be
      offered by the Lenders shall be fixed rates per annum and (B) at least
      four Business Days prior to the date of the proposed B Borrowing, if the
      Borrower shall instead specify in the Notice of B Borrowing the basis to
      be used by the Lenders in determining the rates of interest to be
      offered by them.  Simultaneously with each such request, the Borrower
      shall pay to the Administrative Agent, for the Administrative Agent's
      account, a non-refundable fee in the amount of $3,000.  Promptly
      following the Administrative Agent's receipt of such request and the fee
      referred to in the preceding sentence, the Administrative Agent shall
      notify each Lender of such request for a B Borrowing received by it from
      the Borrower by sending such Lender a copy of the related Notice of
      B Borrowing.

          (ii)  Each Lender may, if, in its sole discretion, it elects to do
      so, irrevocably offer to make one or more B Advances to the Borrower as
      part of such proposed B Borrowing at a rate or rates of interest
      specified by such Lender in its sole discretion, by notifying the
      Administrative Agent (which shall give prompt notice thereof to the
      Borrower), before 10:00 A.M. (New York City time) (A) on the date of
      such proposed B Borrowing, in the case of a Notice of B Borrowing
      delivered pursuant to clause (A) of paragraph (i) above and (B) three
      Business Days before the date of such proposed B Borrowing, in the case
      of a Notice of B Borrowing delivered pursuant to clause (B) of paragraph
      (i) above, of the minimum amount and maximum amount of each B Advance
      which such Lender would be willing to make as part of such proposed B
      Borrowing (which amounts may, subject to the proviso to the first
      sentence of this Section 2.03(a), exceed such Lender's Commitment, if
      any), the rate or rates of interest therefor and such Lender's
      Applicable Lending Office with respect to such B Advance; provided that
      if the Administrative Agent in its capacity as a Lender shall, in its
      sole discretion, elect to make any such offer, it shall notify the
      Borrower of such offer before 9:00 A.M. (New York City time) on the date
      on which notice of such election is to be given to the Administrative
      Agent by the other Lenders.  If any Lender shall elect not to make such
      an offer, such Lender shall so notify the Administrative Agent, before
      10:00 A.M. (New York City time) on the date on which notice of such
      election is to be given to the Administrative Agent by the other


                                     -42-
<PAGE>

Lenders, and such Lender shall not be obligated to, and shall not, make any B
Advance as part of such B Borrowing; provided that the failure by any Lender
to give such notice shall not cause such Lender to be obligated to make any B
Advance as part of such proposed B Borrowing.

         (iii)  The Borrower shall, in turn, (A) before 11:00 A.M. (New York
      City time) on the date of such proposed B Borrowing, in the case of a
      Notice of B Borrowing delivered pursuant to clause (A) of paragraph (i)
      above and (B) before 1:00 P.M. (New York City time) three Business Days
      before the date of such proposed B Borrowing, in the case of a Notice of
      B Borrowing delivered pursuant to clause (B) of paragraph (i) above,
      either:

                  (x) cancel such B Borrowing by giving the Administrative
            Agent notice to that effect, or

                  (y)  accept one or more of the offers made by any Lender or
            Lenders pursuant to paragraph (ii) above, in its sole discretion,
            by giving notice to the Administrative Agent of the amount of each
            B Advance (which amount shall be equal to or greater than the
            minimum amount, and equal to or less than the maximum amount,
            notified to the Borrower by the Administrative Agent on behalf of
            such Lender for such B Advance pursuant to paragraph (ii) above)
            to be made by each Lender as part of such B Borrowing, and reject
            any remaining offers made by Lenders pursuant to paragraph (ii)
            above by giving the Administrative Agent notice to that effect.

          (iv)  If the Borrower notifies the Administrative Agent that such
      B Borrowing is canceled pursuant to paragraph (iii)(x) above, the
      Administrative Agent shall give prompt notice thereof to the Lenders and
      such B Borrowing shall not be made.

          (v)  If the Borrower accepts one or more of the offers made by any
      Lender or Lenders pursuant to paragraph (iii)(y) above, the
      Administrative Agent shall in turn promptly notify (A) each Lender that
      has made an offer as described in paragraph (ii) above, of the date and
      aggregate amount of such B Borrowing and whether or not any offer or
      offers made by such Lender pursuant to paragraph (ii) above have been
      accepted by the Borrower, (B) each Lender that is to make a B Advance as
      part of such B Borrowing, of the amount of each B Advance to be made by
      such Lender as part of such B Borrowing, and (C) each Lender that is to
      make a B Advance as part of such B Borrowing, upon receipt, that the
      Administrative Agent has received forms of documents appearing to
      fulfill the applicable conditions set forth in Article III.  Each Lender
      that is to make a B Advance as part of such B Borrowing shall, before
      12:00 noon (New York City time) on the date of such B Borrowing
      specified in the notice received from the Administrative Agent pursuant
      to clause (A) of the preceding sentence or any later time when such
      Lender shall have received notice from the Administrative Agent pursuant
      to clause (C) of the preceding sentence, make available for the account
      of its Applicable Lending Office to the Administrative Agent at its
      address referred to in Section 8.02 such Lender's portion of such
      B Borrowing, in same day funds.  Upon fulfillment of the applicable
      conditions set forth in Article III and after receipt by the
      Administrative Agent of such funds, the Administrative Agent will make
      such funds available to the Borrower at the Administrative Agent's


                                     -43-
<PAGE>

aforesaid address.  Promptly after each B Borrowing the Administrative Agent
will notify each Lender of the amount of the B Borrowing, the consequent B
Reduction and the dates upon which such B Reduction commenced and will
terminate.

            (b)  Each B Borrowing shall be in an aggregate amount not less
than $10,000,000 or an integral multiple of $5,000,000 in excess thereof, but
no B Borrowing shall be made if, following the making of such B Borrowing, the
Borrower would not be in compliance with the limitation set forth in the
proviso to the first sentence of subsection (a) above.

            (c)  Within the limits and on the conditions set forth in this
Section 2.03, the Borrower may from time to time borrow under this Section
2.03, repay pursuant to subsection (d) below, and reborrow under this Section
2.03, provided that a B Borrowing shall not be made within three Business Days
of the date of any other B Borrowing.

            (d)  The Borrower shall repay to the Administrative Agent for the
account of each Lender which has made a B Advance, or each other holder of a B
Note, on the maturity date of each B Advance (such maturity date being that
specified by the Borrower for repayment of such B Advance in the related
Notice of B Borrowing delivered pursuant to subsection (a)(i) above and
provided in the B Note evidencing such B Advance), the then unpaid principal
amount of such B Advance.  The Borrower shall have no right to prepay any
principal amount of any B Advance.

            (e)  The Borrower shall pay interest on the unpaid principal
amount of each B Advance from the date of such B Advance to the date the
principal amount of such B Advance is repaid in full, at the rate of interest
for such B Advance specified by the Lender making such B Advance in its notice
with respect thereto delivered pursuant to subsection (a)(ii) above, payable
on the interest payment date or dates specified by the Borrower for such B
Advance in the related Notice of B Borrowing delivered pursuant to subsection
(a)(i) above, as provided in the B Note evidencing such B Advance.

            (f)  The indebtedness of the Borrower resulting from each B
Advance made to the Borrower as part of a B Borrowing shall be evidenced by a
separate B Note of the Borrower payable to the order of the Lender making such
B Advance.

            SECTION 2.04.  Certain Fees.  

            (a)  Facility Fee.  

            (i)   The Borrower agrees to pay to the Administrative Agent for
the account of each Lender (other than the Designated Bidders) a facility fee
(the "Facility Fee") on the average daily amount (whether used or unused) of
such Lender's Commitment (and, from and after the Termination Date, on the
aggregate principal amount of such Lender's Advances outstanding from time to
time) from the date hereof (in the case of each Bank) and from the effective
date specified in the Assignment and Acceptance pursuant to which it became a
Lender (in the case of each such Lender) until the later of (i) the
Termination Date and (ii) the date such Lender's Advances are paid in full, at
a rate per annum equal to:  (x) 0.100 of one percent during any Rating Level 1
Period; (y) 0.125 of one percent during any Rating Level 2 Period; and
(z) 0.175 of one percent during any Rating Level 3 Period.


                                     -44-
<PAGE>

          (ii)    Accrued Facility Fee shall be paid on the first day of each
January, April, July and October, on the Termination Date and (if later) on
the date such Lender's Advances are paid in full.

         (iii)    Each change in the rate of Facility Fee payable pursuant to
Section 2.04(a)(i) resulting from a Rating Level Change shall be effective on
the date of such Rating Level Change.

            (b)  Administrative Agent's Fee.  The Borrower acknowledges its
agreement to pay to the Administrative Agent, for the Administrative Agent's
own account, an administrative agency fee at the times and in the amounts
heretofore agreed between the Borrower and the Administrative Agent.

            SECTION 2.05.  Reduction of the Commitments.  The Borrower shall
have the right, upon at least three Business Days' notice to the
Administrative Agent, to terminate in whole or reduce ratably in part the
unused portions of the respective Commitments of the Lenders, provided that
the aggregate amount of the Commitments of the Lenders shall not be reduced to
an amount which is less than the aggregate principal amount of the Advances
then outstanding, and provided further that each partial reduction shall be in
an aggregate amount of $10,000,000 or an integral multiple of $1,000,000 in
excess thereof.

            SECTION 2.06.  Repayment of A Advances.  The Borrower shall repay
the principal amount of each A Advance made by each Lender in accordance with
the A Note to the order of such Lender.

            SECTION 2.07.  Interest.

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

            (i)  Base Rate Advances.  If such A Advance is a Base Rate
      Advance, a rate per annum equal at all times to the Base Rate in effect
      from time to time plus the Applicable Margin for Base Rate Advances as
      in effect from time to time, payable quarterly in arrears on the first
      day of each January, April, July and October during such period and on
      the date such Base Rate Advance shall be Converted or paid in full.

          (ii)  Eurodollar Rate Advances.  If such A Advance is a Eurodollar
      Rate Advance, a rate per annum equal at all times during the Interest
      Period for such A Advance to the sum of the Eurodollar Rate for such
      Interest Period plus the Applicable Margin for Eurodollar Rate Advances
      as in effect from time to time, payable on the last day of such Interest
      Period and, if such Interest Period has a duration of more than three
      months, on each day which occurs during such Interest Period every three
      months from the first day of such Interest Period, and on the date such
      Eurodollar Rate Advance shall be Converted or paid in full.

            (b)  Default Interest.  The Borrower shall pay interest on the
unpaid principal amount of each A Advance and B Advance that is not paid when
due (whether at stated maturity, by acceleration or otherwise), and on the
unpaid amount of all interest, fees and other amounts payable hereunder that
is not paid when due, payable on demand, at a rate per annum during the period
from the due date thereof to the date on which such amount is paid in full


                                     -45-
<PAGE>

equal to (i) in the case of any amount of principal of such Advance, 2% plus
the rate which would otherwise be applicable to such Advance, and (ii) in the
case of all other amounts, 2% plus Base Rate as in effect from time to time.

            SECTION 2.08.  Additional Interest on Eurodollar Rate Advances. 
The Borrower shall pay to each Lender, so long as such Lender shall be
required under regulations of the Board of Governors of the Federal Reserve
System to maintain reserves with respect to liabilities or assets consisting
of or including Eurocurrency Liabilities, additional interest on the unpaid
principal amount of each Eurodollar Rate Advance of such Lender, from the date
of such Eurodollar Rate Advance until such principal amount is paid in full,
at an interest rate per annum equal at all times to the remainder obtained by
subtracting (i) the Eurodollar Rate for the Interest Period for such
Eurodollar Rate Advance from (ii) the rate obtained by dividing such
Eurodollar Rate by a percentage equal to 100% minus the Eurodollar Rate
Reserve Percentage of such Lender for such Interest Period, payable on each
date on which interest is payable on such Eurodollar Rate Advance.  Such
additional interest shall be determined by such Lender and notified to the
Borrower through the Administrative Agent.

            SECTION 2.09.  Interest Rate Determinations; Changes in Rating
Systems.

            (a)  Each Reference Bank agrees to furnish to the Administrative
Agent timely information for the purpose of determining each Eurodollar Rate. 
If any one or more of the Reference Banks shall not furnish such timely
information to the Administrative Agent for the purpose of determining any
such interest rate, the Administrative Agent shall determine such interest
rate on the basis of timely information furnished by the remaining Reference
Banks.

            (b)  The Administrative Agent shall give prompt notice to the
Borrower and the Lenders of the applicable interest rate determined by the
Administrative Agent for purposes of Section 2.07(a)(i) or (ii), and the
applicable rate, if any, furnished by each Reference Bank for the purpose of
determining the applicable interest rate under Section 2.07(a)(ii).

            (c)  If fewer than two Reference Banks furnish timely information
to the Administrative Agent for determining the Eurodollar Rate for any
Eurodollar Rate Advances,

            (i)  the Administrative Agent shall forthwith notify the Borrower
      and the Lenders that the interest rate cannot be determined for such
      Eurodollar Rate Advances, 

          (ii)  each Eurodollar Rate Advance will automatically, on the last
      day of the then existing Interest Period therefor, Convert into a Base
      Rate Advance, and

         (iii)  the obligation of the Lenders to make, or to Convert A
      Advances into, Eurodollar Rate Advances shall be suspended until the
      Administrative Agent shall notify the Borrower and the Lenders that the
      circumstances causing such suspension no longer exist.

            (d)  If, with respect to any Eurodollar Rate Advances, the
Majority Lenders notify the Administrative Agent that the Eurodollar Rate for
any Interest Period for such Advances will not adequately reflect the cost to
such Majority Lenders of making, funding or maintaining their respective

                                     -46-
<PAGE>
Eurodollar Rate Advances for such Interest Period, the Administrative Agent
shall forthwith so notify the Borrower and the Lenders, whereupon

            (i)  each Eurodollar Rate Advance will automatically, on the last
      day of the then existing Interest Period therefor, Convert into a Base
      Rate Advance, and

          (ii)  the obligation of the Lenders to make, or to Convert A
      Advances into, Eurodollar Rate Advances shall be suspended until the
      Administrative Agent shall notify the Borrower and such Lenders that the
      circumstances causing such suspension no longer exist.

            (e)  If the Borrower shall fail to select the duration of any
Interest Period for any Eurodollar Rate Advances in accordance with the
provisions contained in the definition of "Interest Period" in Section 1.01,
the Administrative Agent will forthwith so notify the Borrower and the Lenders
and such Advances will automatically, on the last day of the then existing
Interest Period therefor, Convert into Base Rate Advances.

            (f)   If the rating system of either Moody's or Standard & Poor's
shall change, or if either such rating agency shall cease to be in the
business of rating corporate debt obligations, the Borrower and the
Administrative Agent (on behalf of the Lenders) shall negotiate in good faith
to amend the references to specific ratings in this Agreement to reflect such
changed rating system or the non-availability of ratings from such rating
agency (provided that any such amendment to such specific ratings shall in no
event be effective without the approval of the Majority Lenders).

            SECTION 2.10.  Voluntary Conversion of A Advances.  The Borrower
may on any Business Day, upon notice given to the Administrative Agent not
later than 11:00 A.M. (New York City time) on the third Business Day prior to
the date of the proposed Conversion and subject to the provisions of Sections
2.09 and 2.13, Convert all A Advances of one Type comprising the same
A Borrowing into Advances of the other Type; provided, however, that any
Conversion of any Eurodollar Rate Advances into Base Rate Advances shall be
made on, and only on, the last day of an Interest Period for such Eurodollar
Rate Advances.  Each such notice of a Conversion shall, within the
restrictions specified above, specify (i) the date of such Conversion, (ii)
the A Advances to be Converted, and (iii) if such Conversion is into
Eurodollar Rate Advances, the duration of the initial Interest Period for each
such A Advance.

            SECTION 2.11.  Prepayments of A Advances.  

            (a)  The Borrower shall have no right to prepay any principal
amount of any A Advances other than as provided in subsection (b) below.

            (b)  The Borrower may, upon at least one Business Days' notice to
the Administrative Agent stating the proposed date and aggregate principal
amount of the prepayment, and if such notice is given the Borrower shall,
prepay the outstanding principal amounts of the Advances comprising part of
the same A Borrowing in whole or ratably in part, together with accrued
interest to the date of such prepayment on the principal amount prepaid;
provided, however, that (x) each partial prepayment shall be in an aggregate


                                     -47-
<PAGE>

principal amount not less than $10,000,000 or integral multiples of $1,000,000
in excess thereof and (y) in the case of any such prepayment of a Eurodollar
Rate Advance, the Borrower shall, on the date of such prepayment, reimburse
the Lenders in respect thereof pursuant to Section 8.04(c).

            SECTION 2.12.  Increased Costs.  

            (a)  If, due to either (i) the introduction of or any change
(other than any change by way of imposition or increase of reserve
requirements included in the Eurodollar Rate Reserve Percentage) in or in the
interpretation of any law or regulation or (ii) the compliance 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
Eurodollar Rate Advances, then the Borrower shall from time to time, upon
demand by such Lender (with a copy of such demand to the Administrative
Agent), pay to the Administrative Agent for the account of such Lender
additional amounts sufficient to compensate such Lender for such increased
cost.  A certificate as to the amount of such increased cost, submitted to the
Borrower and the Administrative Agent by such Lender, shall be conclusive and
binding for all purposes, absent manifest error.

            (b)  If any Lender (other than a Designated Bidder) determines
that compliance with any law or regulation or any guideline or request from
any central bank or other governmental authority (whether or not having the
force of law) affects or would affect the amount of capital required or
expected to be maintained by such Lender or any corporation controlling such
Lender and that the amount of such capital is increased by or based upon the
existence of such Lender's commitment to lend hereunder and other commitments
of this type, then, upon demand by such Lender (with a copy of such demand to
the Administrative Agent), the Borrower shall immediately pay to the
Administrative Agent for the account of such Lender, from time to time as
specified by such Lender, additional amounts sufficient to compensate such
Lender or such corporation in the light of such circumstances, to the extent
that such Lender reasonably determines such increase in capital to be
allocable to the existence of such Lender's commitment to lend hereunder.  A
certificate as to such amounts submitted to the Borrower and the
Administrative Agent by such Lender shall be conclusive and binding for all
purposes, absent manifest error.

            SECTION 2.13.  Illegality.  Notwithstanding any other provision of
this Agreement, if any Lender shall notify the Administrative Agent that the
introduction of or any change in or in the interpretation of any law or
regulation makes it unlawful, or any central bank or other governmental
authority asserts that it is unlawful, for the Lender or its Eurodollar
Lending Office to perform its obligations hereunder to make Eurodollar Rate
Advances or to fund or maintain Eurodollar Rate Advances hereunder, (i) the
obligation of the Lenders to make, or to Convert A Advances into, Eurodollar
Rate Advances shall be suspended until the Administrative Agent shall notify
the Borrower and the Lenders that the circumstances causing such suspension no
longer exist and (ii) the Borrower shall forthwith prepay in full all
Eurodollar Rate Advances of all Lenders then outstanding, together with
interest accrued thereon, unless the Borrower, within five Business Days of
notice from the Administrative Agent, Converts all Eurodollar Rate Advances of
all the Lenders then outstanding into Base Rate Advances in accordance with
Section 2.10.

                                     -48-
<PAGE>

            SECTION 2.14.  Payments and Computations.  

            (a)  The Borrower shall make each payment hereunder and under the
Notes not later than 12:00 P.M. (New York City time) on the day when due in
U.S. dollars to the Administrative Agent at its address referred to in Section
8.02 in same day funds.  The Administrative Agent will promptly thereafter
cause to be distributed like funds relating to the payment of principal,
interest or Facility Fees ratably (other than amounts payable pursuant to
Section 2.03, 2.08, 2.12 or 2.15) to the Lenders for the account of their
respective Applicable Lending Offices, and like funds relating to the payment
of any other amount payable to any Lender to such Lender for the account of
its Applicable Lending Office, in each case to be applied in accordance with
the terms of this Agreement.  Upon its acceptance of an Assignment and
Acceptance and recording of the information contained therein in the Register
pursuant to Section 8.07(c), from and after the effective date specified in
such Assignment and Acceptance, the Administrative Agent shall make all
payments hereunder and under the Notes in respect of the interest assigned
thereby to the Lender assignee thereunder, and the parties to such Assignment
and Acceptance shall make all appropriate adjustments in such payments for
periods prior to such effective date directly between themselves.

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

            (c)  All computations of interest based on Citibank's base rate
shall be made by the Administrative Agent on the basis of a year of 365 or 366
days, as the case may be, and all computations of interest based on the
Eurodollar Rate or the Federal Funds Rate and of Facility Fees shall be made
by the Administrative Agent, and all computations of interest pursuant to
Section 2.08 shall be made by a Lender, on the basis of a year of 360 days, in
each case for the actual number of days (including the first day but excluding
the last day) occurring in the period for which such interest or Facility Fees
are payable.  Each determination by the Administrative Agent (or, in the case
of Section 2.08, by a Lender) of an interest rate hereunder shall be
conclusive and binding for all purposes, absent manifest error.

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

            (e)  Unless the Administrative Agent shall have received notice
from the Borrower prior to the date on which any payment is due to the Lenders
hereunder that the Borrower will not make such payment in full, the
Administrative Agent may assume that the Borrower has made such payment in
full to the Administrative Agent on such date and the Administrative Agent
may, in reliance upon such assumption, cause to be distributed to each Lender
on such due date an amount equal to the amount then due such Lender.  If and
to the extent that the Borrower shall not have so made such payment in full to
the Administrative Agent, each Lender shall repay to the Administrative Agent


                                     -49-
<PAGE>

forthwith on demand such amount distributed to such Lender together with
interest thereon, for each day from the date such amount is distributed to
such Lender until the date such Lender repays such amount to the
Administrative Agent, at the Federal Funds Rate.

            SECTION 2.15.  Taxes.  

            (a)  Any and all payments by the Borrower hereunder or under the
Notes shall be made, in accordance with Section 2.14, free and clear of and
without deduction for any and all present or future taxes, levies, imposts,
deductions, charges or withholdings, and all liabilities with respect thereto,
excluding, in the case of each Lender and the Administrative Agent, taxes
imposed on its income, and franchise taxes imposed on it, by the jurisdiction
under the laws of which such Lender or the Administrative Agent (as the case
may be) is organized or any political subdivision thereof and, in the case of
each Lender, taxes imposed on its income, and franchise taxes imposed on it,
by the jurisdiction of such Lender's Applicable Lending Office or any
political subdivision thereof (all such non-excluded taxes, levies, imposts,
deductions, charges, withholdings and liabilities being hereinafter referred
to as "Taxes").  If the Borrower shall be required by law to deduct any Taxes
from or in respect of any sum payable hereunder or under any Note to any
Lender or the Administrative Agent, (i) the sum payable shall be increased as
may be necessary so that after making all required deductions (including
deductions applicable to additional sums payable under this Section 2.15) such
Lender or the Administrative Agent (as the case may be) receives an amount
equal to the sum it would have received had no such deductions been made, (ii)
the Borrower shall make such deductions and (iii) the Borrower shall pay the
full amount deducted to the relevant taxation authority or other authority in
accordance with applicable law.

            (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 which arise from any payment made hereunder or under the Notes
or from the execution, delivery or registration of, or otherwise with respect
to, this Agreement or the Notes (hereinafter referred to as "Other Taxes").

            (c)  The Borrower will indemnify each Lender and the
Administrative Agent for the full amount of Taxes or Other Taxes (including,
without limitation, any Taxes or Other Taxes imposed by any jurisdiction on
amounts payable under this Section 2.15) paid by such Lender or the
Administrative Agent (as the case may be) and any liability (including
penalties, interest and expenses) arising therefrom or with respect thereto,
whether or not such Taxes or Other Taxes were correctly or legally asserted. 
Such Lender or the Administrative Agent (as the case may be) will use
reasonable efforts to contest such a Tax or Other Tax that is, in its opinion,
incorrectly asserted.  This indemnification shall be made within 30 days from
the date such Lender or the Administrative Agent (as the case may be) makes
written demand therefor.

            (d)  Within 30 days after the date of any payment of Taxes, the
Borrower will furnish to the Administrative Agent, at its address referred to
in Section 8.02, the original or a certified copy of a receipt evidencing
payment thereof.  If no Taxes are payable in respect of any payment hereunder
or under the Notes, the Borrower will furnish to the Administrative Agent, at
such address, a certificate from each appropriate taxing  authority, or an
opinion of counsel acceptable to the Administrative Agent, in either case
stating that such payment is exempt from or not subject to Taxes.


                                     -50-
<PAGE>

            (e)  Each Lender organized under the laws of a jurisdiction
outside the United States, on or prior to the date of its execution and
delivery of this Agreement (in the case of each Bank) and on 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 requested in
writing by the Borrower (but only so long as such Lender remains lawfully able
to do so), shall provide the Borrower with Internal Revenue Service form 1001
or 4224, as appropriate, or any successor form prescribed by the Internal
Revenue Service, certifying that such Lender is entitled to benefits under an
income tax treaty to which the United States is a party which reduces the rate
of withholding tax on payments of interest or certifying that the income
receivable pursuant to this Agreement is effectively connected with the
conduct of a trade or business in the United States.  If the form provided by
a Lender at the time such Lender first becomes a party to this Agreement
indicates a United States interest withholding tax rate in excess of zero,
withholding tax at such rate shall be considered excluded from "Taxes" as
defined in Section 2.15(a).

            (f)  For any period with respect to which a Lender has failed to
provide the Borrower with the appropriate form described in Section 2.15(e)
(other than if such failure is due to a change in law occurring subsequent to
the date on which a form originally was required to be provided, or if such
form otherwise is not required under the first sentence of subsection (e)
above), such Lender shall not be entitled to indemnification under Section
2.15(a) with respect to Taxes imposed by the United States; provided, however,
that should a Lender become subject to Taxes because of its failure to deliver
a form required hereunder, the Borrower shall take such steps as the Lender
shall reasonably request to assist the Lender to recover such Taxes.

            SECTION 2.16.  Sharing of Payments, Etc.  If any Lender shall
obtain any payment (whether voluntary, involuntary, through the exercise of
any right of set-off, or otherwise) on account of the A Advances made by it
(other than pursuant to Section 2.08, 2.12 or 2.15) in excess of its ratable
share of payments on account of the A Advances obtained by all the Lenders,
such Lender shall forthwith purchase from the other Lenders such
participations in the A Advances made by them as shall be necessary to cause
such purchasing Lender to share the excess payment ratably with each of them,
provided, however, that if all or any portion of such excess payment is
thereafter recovered from such purchasing Lender, such purchase from each
Lender shall be rescinded and such Lender shall repay to the purchasing Lender
the purchase price to the extent of such recovery together with an amount
equal to such Lender's ratable share (according to the proportion of (i) the
amount of such Lender's required repayment to (ii) the total amount so
recovered from the purchasing Lender) of any interest or other amount paid or
payable by the purchasing Lender in  respect of the total amount so recovered. 
The Borrower agrees that any Lender so purchasing a participation from another
Lender pursuant to this Section 2.16 may, to the fullest extent permitted by
law, exercise all its rights of payment (including the right of set-off) with
respect to such participation as fully as if such Lender were the direct
creditor of the Borrower in the amount of such participation.


                                  ARTICLE III

                             CONDITIONS OF LENDING

            SECTION 3.01.  Condition Precedent to Effectiveness of Sections
2.01 and 2.03.  The effectiveness of Sections 2.01 and 2.03 is subject to the

                                     -51-
<PAGE>

condition precedent that the Administrative Agent shall have received, on or
prior to September 30, 1996, the following, each dated the date of such
effectiveness, in form and substance satisfactory to the Administrative Agent
and (except for the Notes) in sufficient copies for each Lender:

            (a)  The A Notes payable to the order of the Lenders,
      respectively.

            (b)  Certified copies of the resolutions of the Board of Directors
      of the Borrower approving, and authorizing the execution, delivery and
      performance of, this Agreement, the Notes and of all documents
      evidencing other necessary corporate actions and governmental approvals,
      if any, with respect to this Agreement and the Notes.

            (c)  A certificate of the Secretary or an Assistant Secretary of
      the Borrower certifying the Borrower's Articles of Incorporation, Code
      of Regulations and By-Laws and certifying the names and true signatures
      of the officers of the Borrower authorized to sign this Agreement and
      the Notes.

            (d)  A favorable opinion of the General Counsel or an Assistant
      Counsel of the Borrower substantially in the form of Exhibit E hereto
      and as to such other matters as any Lender through the Administrative
      Agent may reasonably request.

            (e)  A favorable opinion of Milbank, Tweed, Hadley & McCloy,
      special counsel for the Administrative Agent, substantially in the form
      of Exhibit F hereto.

            (f)   A certificate of the Vice President - Administration, or
      other duly authorized officer, of the Borrower certifying that (i) no
      Default or Event of Default as of the date thereof has occurred and is
      continuing, and (ii) the representations and warranties contained in
      Section 4.01 are true and correct on and as of the date thereof as if
      made on and as of such date.

            (g)   Evidence satisfactory to the Administrative Agent that the
      principal of and interest on, and all other amounts owing in respect of,
      the indebtedness indicated on Schedule II hereto shall have been (or
      shall be simultaneously) paid in full and that any commitments to extend
      credit under the agreements or instruments relating to such indebtedness
      shall have been canceled or terminated.

Without limiting the foregoing, the making of the initial A Advance is subject
to the additional condition precedent that since December 31, 1995, there has
been no materially adverse change in the financial condition or results of
operations of the Borrower and its Subsidiaries as shown on the consolidated
balance sheet as of such date and the related consolidated statement of net
income for the period then ended, and the Borrower has delivered to the
Administrative Agent (in sufficient quantities for each Lender) a certificate
of the Vice President - Administration, or other duly authorized officer, of
the Borrower to such effect.

            SECTION 3.02.  Conditions Precedent to Each A Borrowing.  The
obligation of each Lender to make an A Advance on the occasion of each A
Borrowing (including the initial A Borrowing) shall be subject to the further
conditions precedent that on the date of such A Borrowing:


                                     -52-
<PAGE>

            (a)  the following statements shall be true (and each of the
      giving of the applicable Notice of A Borrowing and the acceptance by the
      Borrower of the proceeds of such A Borrowing shall constitute a
      representation and warranty by the Borrower that on the date of such A
      Borrowing such statements are true):

                  (i)  the representations and warranties contained in Section
            4.01 are true and correct on and as of the date of such
            A Borrowing, before and after giving effect to such A Borrowing
            and to the application of the proceeds therefrom, as though made
            on and as of such date, and

                (ii)  no event has occurred and is continuing, or would result
            from such A Borrowing or from the application of the proceeds
            therefrom, which constitutes a Default or an Event of Default; and
            

            (b)  the Administrative Agent shall have received such other
      approvals, opinions or documents as any Lender (other than the
      Designated Bidders) through the Administrative Agent may reasonably
      request.

            SECTION 3.03.  Conditions Precedent to Each B Borrowing.  The
obligation of each Lender which is to make a B Advance on the occasion of a B
Borrowing (including the initial B Borrowing) to make such B Advance as part
of such B Borrowing is subject to the conditions precedent that:

            (a)  the Administrative Agent shall have received the written
      confirmatory Notice of B Borrowing with respect thereto,

            (b)  on or before the date of such B Borrowing, but prior to such
      B Borrowing, the Administrative Agent shall have received a B Note
      payable to the order of such Lender for each of the one or more B
      Advances to be made by such Lender as part of such B Borrowing, in a
      principal amount equal to the principal amount of the B Advance to be
      evidenced thereby and otherwise on such terms as were agreed to for such
      B Advance in accordance with Section 2.03, and 

            (c)  on the date of such B Borrowing the following statements
      shall be true (and each of the giving of the applicable Notice of B
      Borrowing and the acceptance by the Borrower of the proceeds of such B
      Borrowing shall constitute a representation and warranty by the Borrower
      that on the date of such B Borrowing such statements are true):

                  (i)  The representations and warranties contained in Section
            4.01 are true and correct on and as of the date of such B
            Borrowing, before and after giving effect to such B Borrowing and
            to the application of the proceeds therefrom, as though made on
            and as of such date,

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




                                     -53-
<PAGE>

               (iii)  No event has occurred and no circumstance exists as a
            result of which the information concerning the Borrower that has
            been provided to the Administrative Agent and each Lender by the
            Borrower in connection herewith would include an untrue statement
            of a material fact or omit to state any material fact or any fact
            necessary to make the statements contained therein, in the light
            of the circumstances under which they were made, not misleading.


                                  ARTICLE IV

                        REPRESENTATIONS AND WARRANTIES

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

            (a)   Each of the Borrower, Aeroquip Corporation (a Michigan
      corporation) and Vickers Incorporated (a Delaware corporation) is a
      corporation duly organized and validly existing under the laws of its
      state of incorporation, and is duly qualified and in good standing under
      the laws of the respective states in which its significant facilities
      are located.  Each of them has the corporate power to carry on its
      business and own its properties, and has not received any notice from
      the authorities of any jurisdiction claiming that it is required to be
      qualified as a foreign corporation in any jurisdiction where it is not
      presently qualified.

            (b)  The execution, delivery and performance by the Borrower of
      this Agreement and the Notes are within the Borrower's corporate powers,
      have been duly authorized by all necessary corporate action, and do not
      contravene (i) the Borrower's Articles of Incorporation, as amended,
      Code of Regulations, as amended, or By-Laws or (ii) any law or any
      contractual restriction binding on or affecting the Borrower.

            (c)  No authorization or approval or other action by, and no
      notice to or filing with, any governmental authority or regulatory body
      is required for the due execution, delivery and performance by the
      Borrower of this Agreement or the Notes. 

            (d)  This Agreement is, and the Notes when duly executed and
      delivered will be, legal, valid and binding obligations of the Borrower
      enforceable against the Borrower in accordance with their respective
      terms, except as such terms may be limited by bankruptcy, insolvency, or
      other similar laws affecting enforcement of creditors' rights generally.
      

            (e)  The financial statements in the Annual Report of the Borrower
      and its Subsidiaries for the year ending December 31, 1995, examined by
      Ernst & Young L.L.P., independent auditors, copies of which have been
      provided to the Banks, fairly present the financial condition of the
      Borrower and its Subsidiaries as of such date and the results of
      operations and cash flows of the Borrower and its Subsidiaries for the
      period ended on such date, all in accordance with generally accepted
      accounting principles applied on a consistent basis.

            (f)   There is no pending or (to the knowledge of the Borrower)
      threatened action or proceeding affecting the Borrower or any of its
      Subsidiaries before any court, governmental agency or arbitrator which,

                                     -54-
<PAGE>

      if resolved adversely to the Borrower or reduced to a judgment, (i) will
      materially adversely affect the earnings, financial condition, or
      operations of the Borrower and its Subsidiaries, or (ii) could affect
      the legality, validity, binding effect or enforceability of this
      Agreement or any Note.

            (g)   The Borrower is not engaged principally, or as one of its
      important activities, in the business of extending credit for the
      purpose of purchasing or carrying margin stock (within the meaning of
      Regulation U of the Board of Governors of the Federal Reserve System),
      and no part of the proceeds of any Advance hereunder 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.

            (h)   The Borrower and its Subsidiaries have filed (or have
      obtained extensions of the time by which they are required to file) all
      United States Federal income tax returns and all other material tax
      returns required to be filed by them and have paid all taxes shown due
      on the returns so filed as well as all other material taxes, assessments
      and governmental charges which have become due, except such taxes, if
      any, as are being contested in good faith and as to which adequate
      reserves have been provided. 

            (i)   Each Plan, and, to the knowledge of the Borrower, each
      Multiemployer Plan, is in compliance in all material respects with, and
      has been administered in all material respects in compliance with, the
      applicable provisions of ERISA, the Code and any other Federal or State
      law.  Without limiting the foregoing, neither the Borrower nor any of
      its Subsidiaries has incurred any liability to the PBGC established
      under ERISA in connection with any Plan or Multiemployer Plan.

            (j)   No proceeds of any Advance will be used to acquire any
      security in any transaction which is subject to Sections 13 or 14 of the
      Securities Exchange Act of 1934.
      
            (k)  The Borrower and each of its Subsidiaries has obtained all
      environmental, health and safety permits, licenses and other
      authorizations required under all Environmental Laws to carry on its
      business as now being or as proposed to be conducted, except to the
      extent failure to have any such permit, license or authorization would
      not (either individually or in the aggregate) materially adversely
      affect the earnings, financial condition, or operations of the Borrower
      and its Subsidiaries.  Each of such permits, licenses and authorizations
      is in full force and effect and the Borrower and each of its
      Subsidiaries is in compliance with the terms and conditions thereof, and
      is also in compliance with all other limitations, restrictions,
      conditions, standards, prohibitions, requirements, obligations,
      schedules and timetables contained in any applicable Environmental Law
      or in any regulation, code, plan, order, decree, judgment, injunction,
      notice or demand letter issued, entered, promulgated or approved
      thereunder, except to the extent failure to comply therewith would not
      (either individually or in the aggregate) materially adversely affect
      the earnings, financial condition, or operations of the Borrower and its
      Subsidiaries.

            (l)  Without limiting the foregoing paragraphs (a) through (k),
      the Borrower and each of its Subsidiaries is in full compliance with all
      laws, statutes, rules, regulations and orders binding on or applicable

                                     -55-
<PAGE>

      to the Borrower, its Subsidiaries and all of their respective
      properties, except to the extent failure to so comply will not (either
      individually or in the aggregate) materially adversely affect the
      earnings, financial condition, or operations of the Borrower and its
      Subsidiaries.  


                                   ARTICLE V

                           COVENANTS OF THE BORROWER

            SECTION 5.01.  Affirmative Covenants.  So long as any Note shall
remain unpaid or any Lender shall have any Commitment hereunder, the Borrower
covenants and agrees that, unless the Majority Lenders shall otherwise consent
in writing:

            (a)   Financial Statements.  The Borrower will, and will cause
      each of its Subsidiaries to, keep true books of record and account in
      which full, true and correct entries in accordance with generally
      accepted accounting principles consistently applied will be made of all
      dealings or transactions in relation to its business and activities; and
      will deliver to each Bank:
      
                  (i)   as soon as available and in any event within ninety
            days after the end of each fiscal year of the Borrower, a
            consolidated balance sheet of the Borrower and its Subsidiaries as
            of the end of such fiscal year and the related consolidated
            statements of net earnings, stockholders' equity and cash flows
            for such fiscal year, setting forth in each case in comparative
            form the figures for the previous fiscal year, all audited and
            reported on in accordance with generally accepted accounting
            principles by Ernst & Young L.L.P. or other nationally recognized
            certified independent public accountants in good standing,
            together with a certificate signed by the chief financial officer
            or the chief accounting officer of the Borrower stating that, as
            of the end of such fiscal year, the Borrower is in compliance with
            Section 5.02;
      
                (ii)    as soon as available and in any event within
            forty-five days after the end of each of the first three quarters
            of each fiscal year of the Borrower, a consolidated balance sheet
            of the Borrower and its Subsidiaries as of the end of such quarter
            and the related consolidated statements of net earnings and cash
            flows and applicable notes for the period, together with prior
            year information, in such form as is filed with the Securities and
            Exchange Commission on Form 10-Q, all certified (subject to normal
            year-end adjustments) as to fairness of presentation, in
            accordance with generally accepted accounting principles by the
            chief financial officer or the chief accounting officer of the
            Borrower, together with a certificate signed by the chief
            financial officer or the chief accounting officer of the Borrower
            stating that, as of the end of such fiscal quarter, the Borrower
            is in compliance with Section 5.02;

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


                                     -56-
<PAGE>

                (iv)    promptly upon filing thereof, copies of all
            registration statements (other than the exhibits thereto and any
            registration statements on Form S-8 or its equivalent) and annual,
            quarterly or monthly reports which the Borrower shall have filed
            with the Securities and Exchange Commission;

                  (v)   promptly upon receipt thereof, copies of all notices
            which the Borrower or any of its Subsidiaries receives from the
            PBGC of its intention to terminate any Plan or Multiemployer Plan;

                (vi)    from time to time such additional information
            regarding the financial position or business of the Borrower and
            its Subsidiaries as any Lender may reasonably request; and

              (vii)     promptly upon becoming aware of the existence of any
            condition or event which constitutes a Default or an Event of
            Default hereunder, a certificate of an officer of the Borrower to
            such effect setting forth the details thereof, and the action
            theretofore taken and proposed to be taken with respect thereto.

            (b)   Information.  The Borrower will, and will cause each of its
      Subsidiaries to, furnish to the Administrative Agent and each Lender
      such other information as any Lender may (through the Administrative
      Agent) from time to time reasonably request, and each Lender shall have
      the right to visit and inspect, under the guidance of the Borrower,
      their respective properties, to examine their respective general books
      of accounts with, and be advised as to the same by, their respective
      officers, all at reasonable times and intervals; provided that the
      Borrower and its Subsidiaries shall not be required to furnish to the
      Administrative Agent or any Lender, nor permit the Administrative Agent
      or any Lender to examine, books and records relating to the Borrower's
      or its Subsidiaries' respective trade secrets, the shareholders' list of
      the Borrower and other information that the Borrower reasonably
      determines to be confidential; provided further that the Administrative
      Agent and each Lender shall make the same efforts to keep confidential
      any information obtained from the Borrower which the Borrower reasonably
      designates as confidential as the Administrative Agent or such Lender,
      as the case may be, makes to keep confidential such information of its
      own.

            (c)   ERISA.  The Borrower and its Subsidiaries:

            (i)   will make all payments required to meet the minimum funding
      standards set forth in Sections 302 through 305 of ERISA, as from time
      to time amended, with respect to each Plan and each Multiemployer Plan;

          (ii)    will file each annual report required to be filed pursuant
      to Section 103 of ERISA in connection with each Plan and each
      Multiemployer Plan for each year;

         (iii)    will not incur or suffer to exist any Reportable Event
      arising in connection with any such Plan or Multiemployer Plan which
      might constitute grounds for the termination thereof by the PBGC or for
      the appointment by the appropriate United States district court of a
      trustee to administer such Plan or Multiemployer Plan.  


                                     -57-
<PAGE>

      The Borrower will deliver to each Lender (through the Agent) notice of a
      Reportable Event promptly when the Borrower becomes aware of its
      existence as notified by the PBGC. 

            (d)   Insurance.  The Borrower will insure and keep insured, and
      cause each of its Subsidiaries to insure and keep insured, with good and
      responsible insurance companies, all of its and their property of an
      insurable nature (including, without limitation, all buildings,
      machinery, plants, equipment, fixtures and inventories of raw materials,
      goods in process and completed goods) against fire and other casualties
      in such manner and to the extent that like properties are usually
      insured by others operating plants and properties of a similar character
      in the same locality (provided, however, that the Borrower may maintain
      self-insurance in connection with the foregoing insurance requirements
      in accordance with sound business practice), and insure and keep insured
      and cause each of its Subsidiaries to insure and keep insured at all
      times either with good and responsible insurance companies or pursuant
      to self-insurance maintained in accordance with sound business practice
      against liability on account of damage to Persons or property and under
      all applicable workmen's compensation laws. 

            (e)   Taxes, Charges, Etc.  The Borrower will, and will cause each
      of its Subsidiaries to, pay and discharge, or cause to be paid and
      discharged, all taxes, assessments and other governmental charges
      imposed upon it or any of its Subsidiaries and its and their properties,
      or any part thereof or upon the income or profits therefrom, as well as
      all claims for labor, materials or supplies which if unpaid might by law
      become a lien or charge upon any property of the Borrower or any such
      Subsidiary, except such items as are being in good faith appropriately
      contested by the Borrower or any of its Subsidiaries and as to which
      appropriate reserves are being maintained. 

            (f)   Property.  The Borrower will maintain, preserve and keep its
      own and will cause its Subsidiaries to keep their principal plants and
      properties and every part thereof in good repair, working order and
      condition and from time to time make all needful and proper repairs,
      renewals, replacements, additions, betterments and improvements thereto
      so that at all times the efficiency thereof shall be fully preserved and
      maintained.

            (g)   Corporate Existence, Etc.  The Borrower will maintain its
      corporate existence and comply, and cause each Subsidiary to comply, in
      all material respects with all applicable laws, statutes, rules,
      regulations and orders, such compliance to include, without limitation,
      compliance with ERISA and Environmental Laws.

            (h)  Use of Proceeds.  The Borrower will use the proceeds of the
      Advances hereunder to finance the operations of the Borrower and its
      Subsidiaries, to refinance certain existing indebtedness of the
      Borrower, to support the Borrower's commercial paper program and for
      other general corporate purposes (in each case in compliance with all
      applicable legal and regulatory requirements); provided that neither the
      Administrative Agent nor any Lender shall have any responsibility as to
      the use of any such proceeds.

            SECTION 5.02.  Negative Covenants.  So long as any Note shall
remain unpaid or any Lender shall have any Commitment hereunder, the Borrower
covenants and agrees that, without the written consent of the Majority
Lenders:
                                     -58-
<PAGE>

            (a)   Financial Covenants.  

            (i)   Interest Coverage.  The Borrower will not permit the ratio
      of (x) Consolidated Earnings before Interest and Taxes as at the end of
      any fiscal quarter of the Borrower to (y) Consolidated Interest Expense
      as at the end of such fiscal quarter, to be less than 1.50 to 1.00 for
      the period of four fiscal quarters then ending, taken as a whole.

          (ii)    Debt-to-Capitalization.  The Borrower will not permit the
      ratio of (x) the aggregate principal amount of Borrowed Money
      (determined on a consolidated basis) as at the end of any fiscal quarter
      of the Borrower to (y) Consolidated Capitalization as at the end of such
      fiscal quarter (each as reported on the latest quarterly consolidated
      balance sheet of the Borrower and its Subsidiaries) to exceed
      0.60 to 1.00.

            (b)   Liens.  The Borrower will not at any time create, assume or
      suffer to exist any Lien on or in respect of any capital stock of any of
      its Subsidiaries.  The Borrower will not at any time create, assume or
      suffer to exist any Lien on or in respect of other Principal Assets of
      the Borrower or any of its Subsidiaries, whether now owned or hereafter
      acquired, other than:
      
                  (i)   Liens for current taxes, assessments or other
            governmental charges which are not delinquent or remain payable
            without any penalty, or the validity of which is contested in good
            faith by appropriate proceedings upon stay of execution of the
            enforcement thereof, provided in each case that appropriate
            reserves are maintained therefor;
      
                (ii)    deposits or pledges to secure:
            
                        (A)   statutory obligations;
            
                        (B)   surety or appeal bonds;
            
                        (C)   bonds for release of attachment, stay of
                  execution or injunction; or
            
                        (D)   performance of bids, tenders, contracts (other
                  than for the repayment of Borrowed Money) or leases, or for
                  purposes of like general nature in the ordinary course of
                  its business;
        
               (iii)    Liens arising from any attachment being contested in
            good faith by appropriate proceedings and any Lien arising from a
            judgment or award so long as a subsisting stay of execution or
            enforcement of any Lien described in this Section 5.02(b)(iii) has
            been obtained, provided that appropriate reserves are maintained
            therefor;
      
                (iv)    other Liens incidental to the conduct of its business
            or the ownership or use of its Principal Assets (including,
            without limitation, carriers', warehousemen's, mechanics',
            materialmen's, vendors' liens, and other similar liens) which do
            not, in the reasonable opinion of the Borrower, in the aggregate


                                     -59-
<PAGE>

            materially detract from the value of the property or assets of the
            Borrower and its Subsidiaries, taken as a whole, or materially
            impair their use in the operation of the business of the Borrower
            or such Subsidiary, as the case may be;
      
                  (v)   any Lien placed upon any Principal Asset acquired,
            constructed or improved by the Borrower or any of its
            Subsidiaries, to secure or provide the payment of all or part of
            the purchase price of such Principal Asset or the cost of such
            construction or improvement; provided that any such Lien shall not
            encumber any other Principal Asset of the Borrower or any such
            Subsidiary other than the Principal Asset so acquired, constructed
            or improved (and any theretofore substantially unimproved real
            property on which such Principal Assets so acquired or constructed
            or the improvement is located);
      
                (vi)    Liens on the Principal Assets of the Borrower or any
            Subsidiary in favor of the government of the United States of
            America or any country in which such Subsidiary is incorporated or
            any department or agency of the United States of America or such
            country or in favor of a prime contractor under a government
            contract of the government of the United States of America or such
            country resulting from acceptance of progress or partial payments
            in the ordinary course of business under government contracts or
            subcontracts thereunder, or incurred to secure any debt to the
            United States of America or such country or any department or
            agency thereof incurred for the purpose of financing all or any
            part of the purchase price or cost of constructing or improving
            the property subject to such Lien;
        
               (vii)    Liens incurred in connection with Tax-Free Financings;
       
              (viii)    Liens of the Borrower and its Subsidiaries existing on
            the date hereof and set forth on Schedule III hereto;

                (ix)    Liens existing on any Principal Asset of any
            corporation at the time it becomes a Subsidiary of the Borrower,
            or existing prior to the time of acquisition upon any Principal
            Asset acquired by the Borrower or any of its Subsidiaries through
            purchase, merger or consolidation or otherwise, whether or not
            assumed by the Borrower or such Subsidiary;
      
                  (x)   Liens on any Principal Asset of a Subsidiary to secure
            obligations of such Subsidiary to the Borrower or another
            Subsidiary of the Borrower, provided that no such Lien shall at
            any time be transferred (whether by sale, merger or other
            disposition or otherwise) to or otherwise held by any Person that
            is not the Borrower or another Subsidiary of the Borrower;

                (xi)    any Lien renewing, extending or refunding any Lien
            existing on the date hereof or permitted by clauses (i) through
            (x) above, provided that the principal amount secured is not
            increased, and the Lien is not extended to other property; and

               (xii)    any other Lien created, incurred or assumed after the
            date hereof upon any Principal Asset of the Borrower or any of its
            Subsidiaries whether now owned or hereafter acquired, provided
            that after giving effect to the Lien, the aggregate amount of all

                                     -60-
<PAGE>

            Liens permitted by clause (vii), clause (viii) or this clause
            (xii) (and not permitted by any other clause of this Section
            5.02(b)), and Attributable Debt (except such Attributable Debt, if
            any, as arises in connection with a sale and leaseback that is
            excluded from Section 5.02(d) by reason of the Borrower's
            compliance with clause (ii) of said paragraph) does not exceed 15%
            of Consolidated Net Tangible Assets as reported on the latest
            quarterly consolidated balance sheet of the Borrower and its
            Subsidiaries.

            (c)   Merger and Sale of Assets.  The Borrower will not merge or
      consolidate with any other corporation or sell, lease or transfer or
      otherwise dispose of, whether in one transaction or in a series of
      transactions, all or substantially all of its properties or assets, to
      any Person, except that:
      
                  (i)   any Subsidiary of the Borrower may merge or
            consolidate with, or sell, lease, transfer or otherwise dispose of
            all or substantially all of its properties or assets to, any other
            Subsidiary or Subsidiaries of the Borrower, or merge or
            consolidate with the Borrower, provided that in the case of a
            merger or consolidation with the Borrower, (A) the Borrower shall
            be the continuing or surviving corporation, (B) immediately after
            such merger or consolidation, the Borrower would not, on a pro
            forma basis giving effect to such merger or consolidation, be in
            violation of Section 5.02(a)(ii), and (C) immediately after giving
            effect to such merger or consolidation no Default or Event of
            Default shall have occurred and be continuing; and
      
                (ii)    the Borrower may merge or consolidate with any other
            corporation, provided that (A) the Borrower shall be the
            continuing or surviving corporation, (B) immediately after such
            merger or consolidation, the Borrower would not, on a pro forma
            basis giving effect to such merger or consolidation, be in
            violation of Section 5.02(a)(ii), (C) immediately after giving
            effect to such merger or consolidation no Default or Event of
            Default shall have occurred and be continuing, and (D) after
            giving effect to such merger or consolidation, the rating by
            Moody's or Standard & Poor's in effect with respect to each debt
            and equity security of the Borrower (x) will not be lowered by
            more than one rating subcategory from the respective rating in
            effect immediately prior to giving effect to such merger or
            consolidation and (y) will not be lower than BBB- (in the case of
            the Standard & Poor's rating) or Baa3 (in the case of the Moody's
            rating);

      provided that, after giving effect to any merger, consolidation or sale
      of assets permitted hereunder no Change in Control shall have occurred.

            (d)   Sale and Lease-Back.  The Borrower will not, and will not
      permit any of its Subsidiaries to, enter into any arrangement with any
      Person, or any arrangement to which any such Person is a party, that
      provides for the leasing by the Borrower or any of its Subsidiaries of
      any Principal Asset which has been, or is to be, sold or transferred by
      the Borrower or any of its Subsidiaries to such Person (or to any other
      Person to whom funds have been or are to be advanced by such Person on


                                     -61-
<PAGE>

      the security of such property or rental obligations of the Borrower or
      any of its Subsidiaries), other than sales or transfers between the
      Borrower and any such Subsidiary or a lease for a temporary period not
      to exceed 12 months, provided that this Section 5.02(d) shall not
      prohibit any such sale and lease-back of any Principal Asset if: 

                  (i)   the creation or assumption of a Lien on such Principal
            Asset would be permitted pursuant to clauses (i) through (xii) of
            Section 5.02(b); or 

                (ii)    (A) the proceeds of such sale would be at least equal
            to the fair value of such Principal Asset (as determined in good
            faith by the Board of Directors of the Borrower), (B) the Borrower
            redeems or otherwise repays Borrowed Money of the Borrower or any
            of its Subsidiaries in an aggregate principal amount equal to the
            proceeds of such sale within 90 days thereof, (C) immediately
            after giving effect to such sale, lease-back and redemption no
            Default or Event of Default shall have occurred and be continuing,
            and (D) the Borrower shall have delivered to the Administrative
            Agent an officer's certificate to all such effects.


                                  ARTICLE VI

                               EVENTS OF DEFAULT

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

            (a)  The Borrower shall fail to pay any principal of, or interest
      on, any Note when the same becomes due and payable; or the Borrower
      shall fail to pay any fee (including, without limitation, any Facility
      Fee) or other amount when due and such failure remains unremedied for
      three Business Days after its first occurrence; or

            (b)  Any representation or warranty made by the Borrower or any of
      its Subsidiaries herein or in written representations or warranties by
      the Borrower or any of its Subsidiaries (or any of their respective
      officers) in connection with this Agreement shall prove to have been
      incorrect in any material and adverse respect on the date as of which
      made or, pursuant to Section 3.02 or 3.03, deemed made; or

            (c)  (i) The Borrower shall fail to perform or observe any term,
      covenant or agreement contained in Section 5.01(a)(vii), 5.01(h) or
      5.02; or (ii) the Borrower or any Subsidiary of the Borrower fails to
      perform or observe any other term or covenant of this Agreement on its
      part to be performed or observed, and such failure remains unremedied
      for 15 days after notice thereof shall have been given to the Borrower
      by the Administrative Agent or any Lender; or 

            (d)  The Borrower or any of its Subsidiaries shall default in the
      payment of any principal of, or any interest on, any other obligation
      for Borrowed Money beyond any period of grace provided with respect
      thereto, or shall default in the performance or observance of any other
      agreement, term or condition contained therein or in any agreement under
      which such obligation is created (or if any other event of default


                                     -62-
<PAGE>

      thereunder or under such agreement shall occur and be continuing) if (1)
      the effect of such default is to cause, or to permit the holder or
      holders of such obligation to cause, such obligation to become due prior
      to its stated maturity, unless any such default has been cured or
      waived, and (2) either (i) the aggregate unpaid principal amount of all
      obligations as to which such defaults have occurred and are continuing
      equals or exceeds $5,000,000, or (ii) regardless of the amount of the
      aggregate unpaid principal amount of such obligations, any such default
      continues for more than 30 days; or 

            (e)  The Borrower or any of its Subsidiaries 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 the Borrower or any of its Subsidiaries seeking to adjudicate
      it a bankrupt or insolvent, or seeking liquidation, winding up,
      reorganization, arrangement, adjustment, protection, relief, or
      composition of it or its debts under any law relating to bankruptcy,
      insolvency or reorganization or relief of debtors, or seeking the entry
      of an order for relief or the appointment of a receiver, trustee,
      custodian or other similar official for it or for any substantial part
      of its property and, in the case of any such proceeding instituted
      against the Borrower or any of its Subsidiaries, such proceeding shall
      remain undismissed or unstayed for a period of 60 days; or the Borrower
      or any of its Subsidiaries shall take any corporate action to authorize
      any of the actions set forth above in this subsection (e); or

            (f)  Any judgment or order for the payment of money shall be
      rendered against the Borrower or any of its Subsidiaries:

                  (i) in an amount in excess of $100,000,000.00, regardless of
            whether the Borrower or such Subsidiary shall have paid the amount
            thereof, whether enforcement proceedings have been commenced by
            any creditor upon such judgment or order and whether there shall
            be in effect (by reason of a pending appeal or otherwise) any stay
            of enforcement of such judgment or order; or

                  (ii) in an amount in excess of $5,000,000.00, if (x) such
            judgment or order shall not be paid promptly by the Borrower or
            such Subsidiary, (y) enforcement proceedings shall have been
            commenced by any creditor upon such judgment or order and
            (z) 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

            (g)  A Change in Control shall occur; or

            (h)  The Borrower shall incur or in the opinion of the Majority
      Lenders shall be reasonably likely to incur a liability to a Plan, a
      Multiemployer Plan or PBGC (or any combination of the foregoing) that,
      in the determination of the Majority Lenders, would (either individually
      or in the aggregate) materially adversely affect the earnings, financial
      condition, or operations of the Borrower and its Subsidiaries; 
            
then, and in any such event, the Administrative Agent (i) 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 Advances to be


                                     -63-
<PAGE>

terminated, whereupon the same shall forthwith terminate, and (ii) shall at
the request, or may with the consent, of the Majority Lenders, by notice to
the Borrower, declare the Notes, all interest thereon and all other amounts
payable under this Agreement to be forthwith due and payable, whereupon the
Notes, all such interest and all such amounts shall become and be forthwith
due and payable, without presentment, demand, protest or further notice of any
kind, all of which are hereby expressly waived by the Borrower; provided,
however, that in the event of an actual or deemed entry of an order for relief
with respect to the Borrower under the Federal Bankruptcy Code, (A) the
obligation of each Lender to make Advances shall automatically be terminated
and (B) the Notes, all such interest and all such amounts shall automatically
become and be due and payable, without presentment, demand, protest or any
notice of any kind, all of which are hereby expressly waived by the Borrower.


                                  ARTICLE VII

                           THE ADMINISTRATIVE AGENT

            SECTION 7.01.  Authorization and Action.  Each Lender hereby
appoints and authorizes the Administrative Agent to take such action as agent
on its behalf and to exercise such powers under this Agreement as are
delegated to the Administrative Agent by the terms hereof, together with such
powers as are reasonably incidental thereto.  As to any matters not expressly
provided for by this Agreement (including, without limitation, enforcement or
collection of the Notes), the Administrative 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 such
instructions shall be binding upon all Lenders and all holders of Notes;
provided, however, that the Administrative Agent shall not be required to take
any action which exposes the Administrative Agent to personal liability or
which is contrary to this Agreement or applicable law.  The Administrative
Agent agrees to give to each Lender prompt notice of each notice given to it
by the Borrower pursuant to the terms of this Agreement.

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


                                     -64-
<PAGE>

due execution, legality, validity, enforceability, genuineness, sufficiency or
value of this Agreement or any other instrument or document furnished pursuant
hereto; and (vi) shall incur no liability under or in respect of this
Agreement by acting upon any notice, consent, certificate or other instrument
or writing (which may be by telecopier, telegram, cable or telex) reasonably
believed by it to be genuine and signed or sent by the proper party or
parties.

            SECTION 7.03.  Citibank and Affiliates.  With respect to its
Commitment, the Advances made by it and the Notes issued to it, Citibank shall
have the same rights and powers under this Agreement as any other Lender and
may exercise the same as though it were not the Administrative Agent; and the
term "Lender" or "Lenders" shall, unless otherwise expressly indicated,
include Citibank in its individual capacity.  Citibank 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, any of its
Subsidiaries and any Person who may do business with or own securities of the
Borrower or any such Subsidiary, all as if Citibank were not the
Administrative Agent and without any duty to account therefor to the Lenders.

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

            SECTION 7.05.  Indemnification.  The Lenders agree to indemnify
the Administrative Agent (to the extent not reimbursed by the Borrower),
ratably according to the respective principal amounts of the Notes then held
by them (or if no Notes are at the time outstanding or if any Notes are held
by Persons which are not Lenders, ratably according to the respective amounts
of their Commitments), from and against any and all liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, expenses or
disbursements of any kind or nature whatsoever which may be imposed on,
incurred by, or asserted against the Administrative Agent in any way relating
to or arising out of this Agreement or any action taken or omitted by the
Administrative Agent under this Agreement, provided that no Lender shall be
liable for any portion of such liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses or disbursements
resulting from the Administrative Agent's gross negligence or willful
misconduct.  Without limiting the foregoing, each Lender agrees to reimburse
the Administrative Agent promptly upon demand for its ratable share of any
out-of-pocket expenses (including counsel fees) incurred by the Administrative
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 rights or
responsibilities under, this Agreement, to the extent that the Administrative
Agent is not reimbursed for such expenses by the Borrower.

            SECTION 7.06.  Successor Administrative Agent.  The Administrative
Agent may resign at any time by giving written notice thereof to the Lenders
and the Borrower and may be removed at any time with or without cause by the
Majority Lenders.  Upon any such resignation or removal, the Majority Lenders

                                     -65-
<PAGE>

shall have the right to appoint a successor Administrative Agent that, unless
a Default or Event of Default shall have occurred and then be continuing, is
reasonably acceptable to the Borrower.  If no successor Administrative Agent
shall have been so appointed by the Majority Lenders, and shall have accepted
such appointment, within 30 days after the retiring Administrative Agent's
giving of notice of resignation or the Majority Lenders' removal of the
retiring Administrative Agent, then the retiring Administrative Agent may, on
behalf of the Lenders, appoint a successor Administrative 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
$50,000,000.  Upon the acceptance of any appointment as Administrative Agent
hereunder by a successor Administrative Agent, such successor Administrative
Agent shall thereupon succeed to and become vested with all the rights,
powers, privileges and duties of the retiring Administrative Agent, and the
retiring Administrative Agent shall be discharged from its duties and
obligations under this Agreement.  After any retiring Administrative Agent's
resignation or removal hereunder as Administrative Agent, the provisions of
this Article VII shall inure to its benefit as to any actions taken or omitted
to be taken by it while it was Administrative Agent under this Agreement.


                                 ARTICLE VIII

                                 MISCELLANEOUS

            SECTION 8.01.  Amendments, Etc.  No amendment or waiver of any
provision of this Agreement or the A Notes, nor consent to any departure by
the Borrower therefrom, shall in any event be effective unless the same shall
be in writing and signed by the Majority Lenders, and then such waiver or
consent shall be effective only in the specific instance and for the specific
purpose for which given; provided, however, that no amendment, waiver or
consent shall, unless in writing and signed by all the Lenders (other than the
Designated Bidders), do any of the following:  (a) waive any of the conditions
specified in Section 3.01 or 3.02, (b) increase the Commitments of such
Lenders or subject such Lenders to any additional obligations, (c) reduce the
principal of, or interest on, the A Notes or any fees or other amounts payable
hereunder, (d) postpone any date fixed for any payment of principal of, or
interest on, the A Notes or any fees or other amounts payable hereunder,
(e) change the percentage of the Commitments or of the aggregate unpaid
principal amount of the A Notes, or the number of Lenders, which shall be
required for the Lenders or any of them to take any action hereunder or (f)
amend this Section 8.01; provided further that (X) no amendment, waiver or
consent shall, unless in writing and signed by each Lender holding a B Note at
such time, (1) reduce the principal of, or interest on, such B Notes or any
fees or other amounts payable hereunder or thereunder with respect thereto,
(2) postpone any date fixed for any payment of principal of, or interest on,
the such B Notes or any fees or other amounts payable hereunder or thereunder
with respect thereto, or (3) subject such Lender to any additional
obligations, and (Y) no amendment, waiver or consent shall, unless in writing
and signed by all the Lenders, waive any of the conditions specified in
Section 3.03; and provided still further that no amendment, waiver or consent
shall, unless in writing and signed by the Administrative Agent in addition to
the Lenders required above to take such action, affect the rights or duties of
the Administrative Agent under this Agreement or any Note.



                                     -66-
<PAGE>

            SECTION 8.02.  Notices, Etc.  All notices and other communications
provided for hereunder shall be in writing (including telecopier, telegraphic,
telex or cable communication) and mailed, telecopied, telegraphed, telexed,
cabled or delivered, if to the Borrower, at its address at TRINOVA
Corporation, 3000 Strayer, P.O. Box 50, Maumee, Ohio, 43537-00500; Attention: 
James M. Oathout; if to any Bank, at its Domestic Lending Office specified
opposite its name on Schedule I hereto; if to any other Lender, at its
Domestic Lending Office specified in the Assignment and Acceptance or
Designation Agreement pursuant to which it became a Lender; and if to the
Administrative Agent, Attention: Philip Green, 1 Court Square, 7th Floor, Long
Island City, New York 11120, telephone no. (718) 248-4529, telecopier no.
(718) 248-4844; or, as to the Borrower or the Administrative 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
Administrative Agent.  All such notices and communications shall, when mailed,
telecopied, telegraphed, telexed or cabled, be effective when deposited in the
mails, telecopied, delivered to the telegraph company, confirmed by telex
answerback or delivered to the cable company, respectively, except that
notices and communications to the Administrative Agent pursuant to Article II
or VII shall not be effective until received by the Administrative Agent.

            SECTION 8.03.  No Waiver; Remedies.  No failure on the part of any
Lender or the Administrative Agent to exercise, and no delay in exercising,
any right hereunder or under any Note shall operate as a waiver thereof; nor
shall any single or partial exercise of any such right preclude any other or
further exercise thereof or the exercise of any other right.  The remedies
herein provided are cumulative and not exclusive of any remedies provided by
law.

            SECTION 8.04.  Costs, Expenses and Indemnification.

            (a)  The Borrower agrees to pay on demand all costs and expenses
in connection with the preparation, execution, delivery, administration,
modification and amendment of this Agreement, the Notes and the other
documents to be delivered hereunder, including, without limitation, the
reasonable fees and out-of-pocket expenses of counsel for the Administrative
Agent with respect thereto and with respect to advising the Administrative
Agent as to its rights and responsibilities under this Agreement.  The
Borrower further agrees to pay on demand all costs and expenses, if any
(including, without limitation, reasonable counsel fees and expenses of the
Administrative Agent and each of the Lenders), in connection with the
enforcement (whether through negotiations, legal proceedings or otherwise) of
this Agreement, the Notes and the other documents to be delivered hereunder,
including, without limitation, reasonable counsel fees and expenses in
connection with the enforcement of rights under this Section 8.04(a).  

            (b)  The Borrower hereby agrees to indemnify the Administrative
Agent, Citicorp Securities, Inc., each Lender and each of their Affiliates and
their respective directors, officers, employees, agents, advisors and
representatives (each, an "Indemnified Party") from against any and all
claims, damages, losses, liabilities and expenses (including, without
limitation, fees and disbursements of counsel), joint or several, that may be
incurred by or asserted or awarded against any Indemnified Party, in each case
arising out of or in connection with or relating to any investigation,
litigation or proceeding or the preparation of any defense with respect
thereto arising out of or in connection with or relating to this Agreement,


                                     -67-
<PAGE>

the Notes or the transactions contemplated hereby or thereby or any use made
or proposed to be made with the proceeds of the Advances, whether or not such
investigation, litigation or proceeding is brought by the Borrower, any of its
shareholders or creditors, an Indemnified Party or any other Person, or an
Indemnified Party is otherwise a party thereto, and whether or not any of the
conditions precedent set forth in Article III are satisfied or the other
transactions contemplated by this Agreement are consummated, except to the
extent such claim, damage, loss, liability or expense is found in a final,
non-appealable judgment by a court of competent jurisdiction to have resulted
from such Indemnified Party's gross negligence or willful misconduct.

            The Borrower hereby further agrees that no Indemnified Party shall
have any liability (whether direct or indirect, in contract, tort or
otherwise) to the Borrower or any of its shareholders or creditors for or in
connection with or relating to this Agreement, the Notes or the transactions
contemplated hereby or thereby or any use made or proposed to be made with the
proceeds of the Advances, except to the extent such liability is found in a
final, non-appealable judgment by a court of competent jurisdiction to have
resulted from  such Indemnified Party's gross negligence or willful
misconduct; provided that nothing in this paragraph shall be deemed to
constitute a waiver of any claim the Borrower may hereafter have for breach by
any party of this Agreement. 

            (c)  If any payment of principal of, or Conversion of, any
Eurodollar Rate Advance is made other than on the last day of the Interest
Period for such Advance, as a result of a payment or Conversion pursuant to
Section 2.13 or acceleration of the maturity of the Notes pursuant to Section
6.01 or for any other reason, the Borrower shall, upon demand by any Lender
(with a copy of such demand to the Administrative Agent), pay to the
Administrative Agent for the account of such Lender any amounts required to
compensate such Lender for any additional losses, costs or expenses which it
may reasonably incur as a result of such payment or Conversion, including,
without limitation, any loss (including loss of anticipated profits not to
exceed 15 basis points on the principal amount prepaid or Converted), cost or
expense incurred by reason of the liquidation or reemployment of deposits or
other funds acquired by any Lender to fund or maintain such Advance.

            (d)  Without prejudice to the survival of any other agreement of
the Borrower hereunder, the agreements and obligations of the Borrower
contained in Section 2.15 and this Section 8.04 shall survive the payment in
full of principal and interest hereunder and under the Notes.

            SECTION 8.05.  Right of Set-off.  Upon (i) the occurrence and
during the continuance of any Event of Default and (ii) the making of the
request or the granting of the consent specified by Section 6.01 to authorize
the Administrative Agent to declare the Notes due and payable pursuant to the
provisions of Section 6.01, each Lender and each of its Affiliates 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 Affiliate to or for the credit or the
account of the Borrower against any and all of the obligations of the Borrower
now or hereafter existing under this Agreement and any Note held by such
Lender, whether or not such Lender shall have made any demand under this
Agreement or such Note and although such obligations may be unmatured.  Each
Lender agrees promptly to notify the Borrower after any such set-off and


                                     -68-
<PAGE>

application made by such Lender or such Affiliate, provided that the failure
to give such notice shall not affect the validity of such set-off and
application.  The rights of each Lender and its Affiliate under this Section
are in addition to other rights and remedies (including, without limitation,
other rights of set-off) which such Lender or such Affiliate may have.

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

            SECTION 8.07.  Assignments, Designations and Participations.  

            (a) Each Lender (other than a Designated Bidder) may assign to one
or more banks or other entities all or a portion of its rights and obligations
under this Agreement (including, without limitation, all or a portion of its
Commitment, the A Advances owing to it and the A Note or Notes held by it);
provided, however, that (i) each such assignment shall be of a constant, and
not a varying, percentage of all rights and obligations under this Agreement
(other than any right to make B Advances, B Advances owing to it or B Notes),
(ii) the amount of the Commitment of the assigning Lender being assigned
pursuant to each such assignment (determined as of the date of the Assignment
and Acceptance with respect to such assignment) shall in no event be less than
$5,000,000 and shall be an integral multiple of $1,000,000, (iii) each such
assignment shall be to an Eligible Assignee, and (iv) the parties to each such
assignment shall execute and deliver to the Administrative Agent, for its
acceptance and recording in the Register, an Assignment and Acceptance,
together with any A Note or Notes subject to such  assignment and a processing
and recordation fee of $3,000.  Upon such execution, delivery, acceptance and
recording, from and after the effective date specified in each Assignment and
Acceptance, (x) the assignee thereunder shall be a party hereto and, to the
extent that rights and obligations hereunder have been assigned to it pursuant
to such Assignment and Acceptance, have the rights and obligations of a Lender
hereunder and (y) the Lender assignor thereunder shall, to the extent that
rights and obligations hereunder have been assigned by it pursuant to such
Assignment and Acceptance, relinquish its rights and be released from its
obligations under this Agreement (and, in the case of an Assignment and
Acceptance covering all or the remaining portion of an assigning Lender's
rights and obligations under this Agreement, such Lender shall cease to be a
party hereto).

            (b)   By executing and delivering an Assignment and Acceptance,
the Lender assignor thereunder and the assignee thereunder confirm to and
agree with each other and the other parties hereto as follows:  (i) other than
as provided in such Assignment and Acceptance, such assigning Lender makes no
representation or warranty and assumes no responsibility with respect to any
statements, warranties or representations made in or in connection with this
Agreement or the execution, legality, validity, enforceability, genuineness,
sufficiency or value of this Agreement or any other instrument or document
furnished pursuant hereto; (ii) such assigning Lender makes no representation
or warranty and assumes no responsibility with respect to the financial
condition of the Borrower or the performance or observance by the Borrower of


                                     -69-
<PAGE>

any of its obligations under this Agreement or any other instrument or
document furnished pursuant hereto; (iii) such assignee confirms that it has
received a copy of this Agreement, together with copies of the financial
statements referred to in Section 4.01 and such other documents and
information as it has deemed appropriate to make its own credit analysis and
decision to enter into such Assignment and Acceptance; (iv) such assignee
will, independently and without reliance upon the Administrative Agent, 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 Administrative Agent to take such action as agent on its
behalf and to exercise such powers under this Agreement as are delegated to
the Administrative Agent by the terms hereof, together with such powers as are
reasonably incidental thereto; and (vii) such assignee agrees that it will
perform in accordance with their terms all of the obligations which by the
terms of this Agreement are required to be performed by it as a Lender.

            (c)   Upon its receipt of an Assignment and Acceptance executed by
an assigning Lender and an assignee representing that it is an Eligible
Assignee, together with any A Note or Notes subject to such assignment, the
Administrative Agent shall, if such Assignment and Acceptance has been
completed and is in substantially the form of Exhibit C hereto, (i) accept
such Assignment and Acceptance, (ii) record the information contained therein
in the Register and (iii) give prompt notice thereof to the Borrower.  Within
five Business Days after its receipt of such notice, the Borrower, at its own
expense, shall execute and deliver to the Administrative Agent in exchange for
the surrendered A Note or Notes a new A Note to the order of such Eligible
Assignee in an amount equal to the Commitment assumed by it pursuant to such
Assignment and Acceptance and, if the assigning Lender has retained a
Commitment hereunder, a new A Note to the order of the assigning Lender in an
amount equal to the Commitment retained by it hereunder.  Such new A Note or
Notes shall be in an aggregate principal amount equal to the aggregate
principal amount of such surrendered A Note or Notes, shall be dated the
effective date of such Assignment and Acceptance and shall otherwise be in
substantially the form of Exhibit A-1 hereto.

            (d)  Each Lender may assign to one or more banks or other entities
any B Note or Notes held by it.  In addition,  each Lender (other than the
Designated Bidders) may designate one or more banks or other entities to have
a right to make B Advances as a Lender pursuant to Section 2.03; provided,
however, that (i) no such Lender shall be entitled to make more than 2 such
designations, (ii) each such Lender making one or more of such designations
shall retain the right to make B Advances as a Lender pursuant to Section
2.03, (iii) each such designation shall be to a Designated Bidder and (iv) the
parties to each such designation shall execute and deliver to the
Administrative Agent, for its acceptance and recording in the Register, a
Designation Agreement.  Upon such execution, delivery, acceptance and
recording, from and after the effective date specified in each Designation
Agreement, the designee thereunder shall be a party hereto with a right to
make B Advances as a Lender pursuant to Section 2.03 and the obligations
related thereto.  

            (e)  By executing and delivering a Designation Agreement, the
Lender making the designation thereunder and its designee thereunder confirm
and agree with each other and the other parties hereto as follows:  (i) such
Lender makes no representation or warranty and assumes no responsibility with


                                     -70-
<PAGE>

respect to any statements, warranties or representations made in or in
connection with this Agreement or the execution, legality, validity,
enforceability, genuineness, sufficiency or value of this Agreement or any
other instrument or document furnished pursuant hereto; (ii) such Lender makes
no representation or warranty and assumes no responsibility with respect to
the financial condition of the Borrower or the performance or observance by
the Borrower of any of its obligations under this Agreement or any other
instrument or document furnished pursuant hereto; (iii) such designee confirms
that it has received a copy of this Agreement, together with copies of the
financial statements referred to in Section 4.01 and such other documents and
information as it has deemed appropriate to make its own credit analysis and
decision to enter into the Designation Agreement; (iv) such designee will,
independently and without reliance upon the Administrative Agent, such
designating 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
designee confirms that it is a Designated Bidder; (vi) such designee appoints
and authorizes the Administrative Agent to take such action as agent on its
behalf and to exercise such powers under this Agreement as are delegated to
the Administrative Agent by the terms hereof, together with such powers as are
reasonably incidental thereto; and (vii) such designee 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.

            (f)   Upon its receipt of a Designation Agreement executed by a
designating Lender and a designee representing that it is a Designated Bidder,
the Administrative Agent shall, if such Designation Agreement has been
completed and is substantially in the form of Exhibit D hereto, (i) accept
such Designation Agreement, (ii) record the information contained therein in
the Register and (iii) give prompt notice thereof to the Borrower.

            (g)   The Administrative Agent shall maintain at its address
referred to in Section 8.02 a copy of each Assignment and Acceptance and each
Designation Agreement delivered to and accepted by it and a register for the
recordation of the names and addresses of each of the Lenders and, with
respect to Lenders other than Designated Bidders, the Commitment of, and
principal amount of the A Advances owing to, each such Lender from time to
time (the "Register").  The entries in the Register shall be conclusive and
binding for the purposes, absent manifest error, and the Borrower, the
Administrative Agent and the Lenders may treat each Person whose name is
recorded in the Register as a Lender hereunder for the purposes of this
Agreement.  The Register shall be available for inspection by the Borrower or
any Lender at any reasonable time and from time to time upon reasonable prior
notice.

            (h)   Each Lender may sell participations to one or more banks or
other entities in or to all or a portion of its rights and obligations under
this Agreement (including, without limitation, all or a portion of its
Commitment, the Advances owing to it and the Note or Notes held by it);
provided, however, that (i) such Lender's obligations under this Agreement
(including, without limitation, its Commitment to the Borrower hereunder)
shall remain unchanged, (ii) such Lender shall remain solely responsible to
the other parties hereto for the performance of such obligations, (iii) such
Lender shall remain the holder of any such Note for all purposes of this
Agreement, (iv) the Borrower, the Administrative Agent and the other Lenders
shall continue to deal solely and directly with such Lender in connection with
such Lender's rights and obligations under this Agreement, and (v) no


                                     -71-
<PAGE>

participant under any such participation agreement shall any right to approve
any amendment or waiver of any provision of this Agreement or any Note, or to
consent to any departure by the Borrower therefrom, except to the extent that
any such amendment, waiver or consent would (x) reduce the principal of, or
interest on, the Notes or any fee or other amounts payable hereunder, in each
case to the extent the same are subject to such participation, or (y) postpone
any date fixed for the payment of principal of, or interest on, the Notes or
any fees or other amounts payable hereunder, in each case to the extent the
same are subject to such participation.

            (i)   Any Lender may, in connection with any assignment,
designation or participation or proposed assignment, designation or
participation pursuant to this Section 8.07, disclose to the assignee,
designee or participant or proposed assignee, designee or participant, any
information relating to the Borrower or any of its Subsidiaries furnished to
such Lender by or on behalf of the Borrower; provided that, prior to any such
disclosure, the assignee, designee or participant or proposed assignee,
designee or participant shall agree to preserve the confidentiality of any
confidential information relating to the Borrower or any such Subsidiary
received by it from such Lender.

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

            SECTION 8.08.  Governing Law; Submission to Jurisdiction.  This
Agreement and the Notes shall be governed by, and construed in accordance
with, the law of the State of New York.  The Borrower and each of its
Subsidiaries hereby submits to the nonexclusive jurisdiction of the United
States District Court for the Southern District of New York and of any New
York state court sitting in New York City for the purposes of all legal
proceedings arising out of or relating to this Agreement or the transactions
contemplated hereby.  The Borrower and each of its Subsidiaries, to the
fullest extent permitted by applicable law, irrevocably waives any objection
that it may now or hereafter have to the laying of the venue of any such
proceeding brought in such a court and any claim that any such proceeding
brought in such a court has been brought in an inconvenient forum.

            SECTION 8.09.  Severability.  In case any provision in this
Agreement or in any Note shall be held to be invalid, illegal or
unenforceable, such provision shall be severable from the rest of this
Agreement or such Note, as the case may be, and the validity, legality and
enforceability of the remaining provisions shall not in any way be affected or
impaired thereby.

            SECTION 8.10.  Execution in Counterparts.  This Agreement may be
executed in any number of counterparts and by different parties hereto in
separate counterparts, each of which when so executed shall be deemed to be an
original and all of which taken together shall constitute one and the same
agreement.

            SECTION 8.11.  Survival.  The obligations of the Borrower under
Sections 2.08, 2.12, 2.15 and 8.04, and the obligations of the Lenders under
Section 7.05, shall survive the repayment of the Advances and the termination


                                     -72-
<PAGE>

of the Commitments.  In addition, each representation and warranty made, or
deemed to be made by any Notice of A Borrowing or Notice of B Borrowing,
herein or pursuant hereto shall survive the making of such representation and
warranty, and no Lender shall be deemed to have waived, by reason of making
any Advance, any Default or Event of Default that may arise by reason of such
representation or warranty proving to have been false or misleading,
notwithstanding that such Lender or the Administrative Agent may have had
notice or knowledge or reason to believe that such representation or warranty
was false or misleading at the time such extension of credit was made.

            SECTION 8.12.  Termination of Existing Credit Agreement.  The
Borrower and each of the Banks hereby agrees that, on and as of the date
hereof:

            (a)  the "Commitment" of such Bank under and as defined in the
      Credit Agreement identified in Schedule II (as amended, the "Existing
      Credit Agreement") is canceled; and

            (b)  the Existing Credit Agreement shall be terminated and of no
      further force and effect (except with respect to obligations of the
      Borrower thereunder that are expressly stated to survive such
      cancellation and termination).



            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.

                                    TRINOVA CORPORATION



                                    By__________________________
                                      Title:  


                                    CITIBANK, N.A., as Administrative
                                      Agent


                                    By__________________________
                                      Title: 


Commitment                    Banks

$ 35,000,000.00               CITIBANK, N.A.



                                    By 
                                      Title:  Vice President




                                     -73-
<PAGE>


$ 35,000,000.00               THE FIRST NATIONAL BANK OF CHICAGO



                                    By__________________________
                                      Title:


$ 25,000,000.00               THE CHASE MANHATTAN BANK



                                    By__________________________
                                      Title:


$ 25,000,000.00               MORGAN GUARANTY TRUST COMPANY
                                      OF NEW YORK


                                    By__________________________
                                      Title:


$ 25,000,000.00               UNION BANK OF SWITZERLAND, 
                                      NEW YORK BRANCH


                                    By__________________________
                                      Title:


                                    By__________________________
                                      Title:


$ 15,000,000.00               BANK OF TOKYO - MITSUBISHI TRUST
                                      COMPANY



                                    By__________________________
                                      Title:


$ 15,000,000.00               DRESDNER BANK AG, NEW YORK AND
                                      GRAND CAYMAN BRANCHES


                                    By__________________________
                                      Title:


                                    By__________________________
                                      Title:

$175,000,000.00               Total of the Commitments

                                     -74-
<PAGE>


                                  SCHEDULE I

                              TRINOVA Corporation

                               Credit Agreement
                        dated as of September 27, 1996


                                                
                           DOMESTIC                     EURODOLLAR  
NAME OF BANK            LENDING OFFICE                LENDING OFFICE
______________________________________________________________________________

CITIBANK, N.A.          399 Park Avenue               399 Park Avenue
                        New York, NY  10043           New York, NY  10043
                        Attention: Michele Maggio     

                        Tel:  212-559-8856            
                        Fax:  212-826-2375            


THE FIRST NATIONAL      One First National Plaza      One First National Plaza
  BANK OF CHICAGO       Chicago, IL  60670            Chicago, IL  60670
                        Attention:  Ernest Misiora

                        Tel:  312-732-7659
                        Fax:  312-732-4840

                        with a copy to:

                        183 Glen Road
                        Moreland Hills, OH  44022
                        Attention:  Robert Jackson
                        
                        Tel:  216-248-0743
                        Fax:  216-247-0315


THE CHASE MANHATTAN     270 Park Avenue               270 Park Avenue
  BANK                  New York, NY  10017           New York, NY  10017
                        Attention:  Julie Long

                        Tel:  212-270-1053            
                        Fax:  212-972-9854            


                                     -75-
<PAGE>

MORGAN GUARANTY TRUST   60 Wall Street                60 Wall Street
  COMPANY OF NEW YORK   New York, NY  10260           New York, NY  10260
                        Attention:  Patricia Lunka

                        Tel:  212-648-7457
                        Fax:  212-648-5336
                        
                        with a copy to:

                        c/o J.P. Morgan Services, Inc.
                        Morgan Christiana Center
                        500 Stanton Christiana Road
                        Newark, DE  19713

                        Fax:  302-634-1091


UNION BANK OF           299 Park Avenue               299 Park Avenue
  SWITZERLAND,          New York, New York 10171      New York, New York 10171
  NEW YORK BRANCH       Attention:  Alfred Imholz

                        Tel:  212-821-3111
                        Fax:  212-821-5534


THE BANK OF TOKYO-      1251 Avenue of the            1251 Avenue of the
  MITSUBISHI TRUST        Americas                      Americas
  COMPANY               New York, NY  10116           New York, NY  10116
                        Attention:  Friedrich Wilms
      
                        Tel:  212-782-4341
                        Fax:  212-782-6440


DRESDNER BANK AG,       75 Wall Street                75 Wall Street
  NEW YORK AND          New York, NY  10005           New York, NY  10005
  GRAND CAYMAN          Attention:  D. Slusarczyk
  BRANCHES        
                        Tel:  212-574-0244
                        Fax:  212-574-0130



                                     -76-
<PAGE>


                                  SCHEDULE II

                              TRINOVA Corporation

                               Credit Agreement
                        dated as of September 27, 1996


                          Existing Credit Facilities


      Credit Agreement dated as of August 31, 1994, as amended, among TRINOVA
      Corporation, the Banks named therein and Citibank, N.A., as
      Administrative Agent.



                                     -77-
<PAGE>
                        
                        
                                 SCHEDULE III
                        
                              TRINOVA Corporation

                               Credit Agreement
                        dated as of September 27, 1996
                        
                        
                      Schedule of Liens/Attributable Debt
                                 June 30, 1996

Liens:

Aeroquip

12% Note to Royal Bank - Aeroquip UK                             $2,218,000

Vickers

Capitalized Lease Obligations                                        12,000

Total Liens of Subsidiaries                                      $2,230,000
                        
TRINOVA

IRB's                                                               148,000

Total Liens                                                      $2,378,000


Sale Leaseback:

Aeroquip                                                            963,000
Strayer Road Land                                                   830,000

Total Liens and Attributable Debt:                               $4,171,000


                                     -78-
<PAGE>
                                                                  EXHIBIT A-1

                                FORM OF A NOTE

U.S.$______________                             Dated:  _________ __, _____


            FOR VALUE RECEIVED, the undersigned, TRINOVA CORPORATION, an Ohio
corporation (the "Borrower"), HEREBY PROMISES TO PAY to the order of
_________________ (the "Lender") for the account of its Applicable Lending
Office (as defined in the Credit Agreement referred to below) on the
Termination Date (as so defined) the principal sum of U.S.$[amount of the
Lender's Commitment in figures] or, if less, the aggregate principal amount of
the A Advances (as defined below) made by the Lender to the Borrower pursuant
to the Credit Agreement then outstanding.

            The Borrower promises to pay interest on the unpaid principal
amount of each A Advance from the date of such A Advance until such principal
amount is paid in full, at such interest rates, and payable at such times, as
are specified in the Credit Agreement.

            Both principal and interest are payable in lawful money of the
United States of America to Citibank, N.A., as Administrative Agent, at 1
Court Square, 7th Floor, Long Island City, New York 11120, in same day funds. 
Each A Advance made by the Lender to the Borrower pursuant to the Credit
Agreement, and all payments made on account of principal thereof, shall be
recorded by the Lender and, prior to any transfer hereof, endorsed on the grid
attached hereto which is part of this Promissory Note; provided that the
failure of the Lender to make any such recordation or endorsement shall not
affect the obligations of the Borrower hereunder or under the Credit
Agreement.

            This Promissory Note is one of the A Notes referred to in, and is
entitled to the benefits of, the Credit Agreement dated as of September 27,
1996 (the "Credit Agreement") among the Borrower, the Lender and certain other
banks parties thereto, and Citibank, N.A., as Administrative Agent for the
Lender and such other banks.  The Credit Agreement, among other things,
(i) provides for the making of advances (the "A Advances") by the Lender to
the Borrower from time to time in an aggregate amount not to exceed at any
time outstanding the U.S. dollar amount first above mentioned, the
indebtedness of the Borrower resulting from each such A Advance being
evidenced by this Promissory Note, and (ii) contains provisions for
acceleration of the maturity hereof upon the happening of certain stated
events and also for prepayments on account of principal hereof prior to the
maturity hereof upon the terms and conditions therein specified.

            The Borrower hereby waives presentment, demand, protest and notice
of any kind.  No failure to exercise, and no delay in exercising, any rights
hereunder on the part of the holder hereof shall operate as a waiver of such
rights.

            This Promissory Note shall be governed by, and construed in
accordance with, the law of the State of New York, United States.

                                    TRINOVA CORPORATION


                                    By__________________________
                                      Title: 

                                     -79- 
<PAGE>

                      ADVANCES AND PAYMENTS OF PRINCIPAL




==============================================================================

                                Amount of          Unpaid of
              Amount of       Principal Paid       Principal      Notation
 Date          Advance          or Prepaid          Balance        Made By
______________________________________________________________________________
















































                                     -80-
<PAGE>
                                                            EXHIBIT A-2

                                FORM OF B NOTE


U.S.$______________                                Dated:  _________ __, _____


            FOR VALUE RECEIVED, the undersigned, TRINOVA CORPORATION, an Ohio
corporation (the "Borrower"), HEREBY PROMISES TO PAY to the order of
_________________ (the "Lender") for the account of its Applicable Lending
Office (as defined in the Credit Agreement referred to below), on 
______________, _____, the principal amount of __________ Dollars
($___________).

            The Borrower promises to pay interest on the unpaid principal
amount hereof from the date hereof until such principal amount is paid in
full, at the interest rate and payable on the interest payment date or dates
provided below:

      Interest Rate: _____% per annum (calculated on the basis of a year of
      _____ days for the actual number of days elapsed).

      Interest Payment Date or Dates:  ___________________________

            Both principal and interest are payable in lawful money of the
United States of America to ______________ or the account of the Lender at the
office of ________________________________, at _____________________, in same
day funds, free and clear of and without any deduction, with respect to the
payee named above, for any and all present and future taxes, deductions,
charges or withholdings, and all liabilities with respect thereto.

            This Promissory Note is one of the B Notes referred to in, and is
entitled to the benefits of, the Credit Agreement dated as of September 27,
1996 (the "Credit Agreement") among the Borrower, the Lender and certain other
banks parties thereto, and Citibank, N.A., as Administrative Agent for the
Lender and such other banks.  The Credit Agreement, among other things,
contains provisions for acceleration of the maturity hereof upon the happening
of certain stated events.

            The Borrower hereby waives presentment, demand, protest and notice
of any kind.  No failure to exercise, and no delay in exercising, any rights
hereunder on the part of the holder hereof shall operate as a waiver of such
rights.

            This Promissory Note shall be governed by, and construed in
accordance with, the law of the State of New York, United States.

                                    TRINOVA CORPORATION



                                    By_________________________   
                                      Title:


                                     -81-
<PAGE>
                                                            EXHIBIT B-1


                             NOTICE OF A BORROWING


Citibank, N.A., as Administrative 
  Agent for the Lenders parties
  to the Credit Agreement
  referred to below
1 Court Square, 7th Floor
Long Island City, New York  11120
Attention:  Philip Green

                                          [Date]

Ladies and Gentlemen:

            The undersigned, TRINOVA Corporation, refers to the Credit
Agreement, dated as of September 27, 1996 (the "Credit Agreement", the terms
defined therein being used herein as therein defined), among the undersigned,
certain Lenders parties thereto and Citibank, N.A., as Administrative Agent
for said Lenders, and hereby gives you notice, irrevocably, pursuant to
Section 2.02 of the Credit Agreement that the undersigned hereby requests an
A Borrowing under the Credit Agreement, and in that connection sets forth
below the information relating to such A Borrowing (the "Proposed A
Borrowing") as required by Section 2.02(a) of the Credit Agreement:

            (i)  The Business Day of the Proposed A Borrowing is ___________
      __, _____.

          (ii)  The Type of A Advances comprising the Proposed A Borrowing is
      [Base Rate Advances] [Eurodollar Rate Advances].

         (iii)  The aggregate amount of the Proposed A Borrowing is
      $___________.

          [(iv)  The initial Interest Period for each A Advance made as part
      of the Proposed A Borrowing is ______ month[s]] 1.

            The undersigned hereby certifies that the following statements are
true on the date hereof, and will be true on the date of the Proposed A
Borrowing:

            (A)  the representations and warranties contained in Section 4.01
      are correct, before and after giving effect to the Proposed A Borrowing
      and to the application of the proceeds therefrom, as though made on and
      as of such date; and

_________________
1  For Eurodollar Rate Advances only.



                                     -82-
<PAGE>

            (B)  no event has occurred and is continuing, or would result from
      such Proposed A Borrowing or from the application of the proceeds
      therefrom, which constitutes a Default or an Event of Default.

                                    Very truly yours,

                                    TRINOVA CORPORATION



                                    By___________________________
                                      Title:



                                     -83-
<PAGE>
                                                            EXHIBIT B-2


                             NOTICE OF B BORROWING


Citibank, N.A., as Administrative 
  Agent for the Lenders parties
  to the Credit Agreement
  referred to below
1 Court Square, 7th Floor
Long Island City, New York  11120
Attention:  Philip Green

                                          [Date]

Ladies and Gentlemen:

            The undersigned, TRINOVA Corporation, refers to the Credit
Agreement, dated as of September 27, 1996 (the "Credit Agreement", the terms
defined therein being used herein as therein defined), among the undersigned,
certain Lenders parties thereto and Citibank, N.A., as Administrative Agent
for said Lenders, and hereby gives you notice pursuant to Section 2.03 of the
Credit Agreement that the undersigned hereby requests a B Borrowing under the
Credit Agreement, and in that connection sets forth the terms on which such B
Borrowing (the "Proposed B Borrowing") is requested to be made:

    (A)  Date of B Borrowing               _______________________
    (B)  Amount of B Borrowing             _______________________
    (C)  Maturity Date                     _______________________
    (D)  Interest Rate Basis               _______________________
    (E)  Interest Payment Date(s)          _______________________
    (F)  _______________________           _______________________
    (G)  _______________________           _______________________
    (H)  _______________________           _______________________

            The undersigned hereby certifies that the following statements are
true on the date hereof, and will be true on the date of the Proposed B
Borrowing:

            (a)  the representations and warranties contained in Section 4.01
      are correct, before and after giving effect to the Proposed B Borrowing
      and to the application of the proceeds therefrom, as though made on and
      as of such date;

            (b)  no event has occurred and is continuing, or would result from
      the Proposed B Borrowing or from the application of the proceeds
      therefrom, which constitutes a Default or an Event of Default;

            (c)   no event has occurred and no circumstance exists as a result
      of which the information concerning the undersigned that has been
      provided to the Administrative Agent and each Lender by the undersigned
      in connection with the Credit Agreement would include an untrue
      statement of a material fact or omit to state any material fact or any
      fact necessary to make the statements contained therein, in the light of
      the circumstances under which they were made, not misleading; and


                                     -84-
<PAGE>

            (d)  the aggregate amount of the Proposed B Borrowing and all
      other Borrowings to be made on the same day under the Credit Agreement
      is within the aggregate amount of the unused Commitments of the Lenders.

            The undersigned hereby confirms that the Proposed B Borrowing is
to be made available to it in accordance with Section 2.03(a)(v) of the Credit
Agreement.

                                    Very truly yours,

                                    TRINOVA CORPORATION



                                    By________________________
                                      Title:





































                                     -85-
<PAGE>
                                                            EXHIBIT C

                           ASSIGNMENT AND ACCEPTANCE

                         Dated ____________ __, _____


            Reference is made to the Credit Agreement dated as of September
27, 1996 (the "Credit Agreement") among TRINOVA Corporation, an Ohio
corporation (the "Borrower"), the Lenders (as defined in the Credit Agreement)
and Citibank, N.A., as Administrative Agent for the Lenders (the
"Administrative Agent").  Terms defined in the Credit Agreement are used
herein with the same meaning.

            _____________ (the "Assignor") and _____________ (the "Assignee")
agree as follows:

            1.  The Assignor hereby sells and assigns to the Assignee, and the
Assignee hereby purchases and assumes from the Assignor, that interest in and
to all of the Assignor's rights and obligations under the Credit Agreement as
of the date hereof (other than in respect of B Advances and B Notes) which
represents the percentage interest specified on Schedule 1 of all outstanding
rights and obligations under the Credit Agreement (other than in respect of B
Advances and B Notes), including, without limitation, such interest in the
Assignor's Commitment, the A Advances owing to the Assignor, and the A Note[s]
held by the Assignor.  After giving effect to such sale and assignment, the
Assignee's Commitment and the amount of the A Advances owing to the Assignee
will be as set forth in Section 2 of Schedule 1.

            2.  The Assignor (i) represents and warrants that it is the legal
and beneficial owner of the interest being assigned by it hereunder and that
such interest is free and clear of any adverse claim; (ii) makes no
representation or warranty and assumes no responsibility with respect to any
statements, warranties or representations made in or in connection with the
Credit Agreement or the execution, legality, validity, enforceability,
genuineness, sufficiency or value of the Credit Agreement or any other
instrument or document furnished pursuant thereto; (iii) makes no
representation or warranty and assumes no responsibility with respect to the
financial condition of the Borrower or the performance or observance by the
Borrower of any of its obligations under the Credit Agreement or any other
instrument or document furnished pursuant thereto; and (iv) attaches the A
Note[s] referred to in paragraph 1 above and requests that the Administrative
Agent exchange such A Note[s] for a new A Note payable to the order of the
Assignee in an amount equal to the Commitment assumed by the Assignee pursuant
hereto or new A Notes payable to the order of the Assignee in an amount equal
to the Commitment assumed by the Assignee pursuant hereto and the Assignor in
an amount equal to the Commitment retained by the Assignor under the Credit
Agreement, respectively, as specified on Schedule 1 hereto.

            3.  The Assignee (i) confirms that it has received a copy of the
Credit Agreement, together with copies of the financial statements referred to
in Section 4.01 thereof and such other documents and information as it has
deemed appropriate to make its own credit analysis and decision to enter into
this Assignment and Acceptance; (ii) agrees that it will, independently and
without reliance upon the Administrative Agent, the Assignor or any other
Lender and based on such documents and information as it shall deem
appropriate at the time, continue to make its own credit decisions in taking
or not taking action under the Credit Agreement; (iii) confirms that it is an


                                     -86-
<PAGE>

Eligible Assignee; (iv) appoints and authorizes the Administrative Agent to
take such action as agent on its behalf and to exercise such powers under the
Credit Agreement as are delegated to the Administrative Agent by the terms
thereof, together with such powers as are reasonably incidental thereto; (v)
agrees that it will perform in accordance with their terms all of the
obligations which by the terms of the Credit Agreement are required to be
performed by it as a Lender; [and] (vi) specifies as its Domestic Lending
Office (and address for notices) and Eurodollar Lending Office the offices set
forth beneath its name on the signature pages hereof [and (vii) attaches the
forms prescribed by the Internal Revenue Service of the United States
certifying as to the Assignee's status for purposes of determining exemption
from United States withholding taxes with respect to all payments to be made
to the Assignee under the Credit Agreement and the Notes or such other
documents as are necessary to indicate that all such payments are subject to
such rates at a rate reduced by an applicable tax treaty].*

            4.  Following the execution of this Assignment and Acceptance by
the Assignor and the Assignee, it will be delivered to the Administrative
Agent for acceptance and recording by the Administrative Agent.  The effective
date of this Assignment and Acceptance shall be the date of acceptance thereof
by the Administrative Agent, unless otherwise specified on Schedule 1 hereto
(the "Effective Date").

            5.  Upon such acceptance and recording by the Administrative
Agent, as of the Effective Date, (i) the Assignee shall be a party to the
Credit Agreement and, to the extent provided in this Assignment and
Acceptance, have the rights and obligations of a Lender thereunder and (ii)
the Assignor shall, to the extent provided in this Assignment and Acceptance,
relinquish its rights and be released from its obligations under the Credit
Agreement.

            6.  Upon such acceptance and recording by the Administrative
Agent, from and after the Effective Date, the Administrative Agent shall make
all payments under the Credit Agreement and the A Notes in respect of the
interest assigned hereby (including, without limitation, all payments of
principal, interest and Facility Fees with respect thereto) to the Assignee. 
The Assignor and Assignee shall make all appropriate adjustments in payments
under the Credit Agreement and the A Notes for periods prior to the Effective
Date directly between themselves.

            7.  This Assignment and Acceptance shall be governed by, and
construed in accordance with, the law of the State of New York.

            IN WITNESS WHEREOF, the parties hereto have caused this Assignment
and Acceptance to be executed by their respective officers thereunto duly
authorized, as of the date first above written, such execution being made on
Schedule 1 hereto.

_________________
*    If the Assignee is organized under the laws of a
      jurisdiction outside the United States.






                                     -87-

<PAGE>

                                  SCHEDULE 1
                                      to
                           ASSIGNMENT AND ACCEPTANCE


Percentage assigned to Assignee     _______________%

Assignee's Commitment               $______________

Aggregate outstanding principal
  amount of A Advances assigned     $______________

Principal Amount of A Note
  payable to Assignee               $______________

Principal Amount of A Note
  payable to Assignor               $______________

Effective Date (if other than
  date of acceptance by
  Administrative Agent)*                  __________ __, _____


                                    [NAME OF ASSIGNOR], as Assignor


                                    By______________________________
                                      Title:

                                    [NAME OF ASSIGNEE], as Assignee


                                    By______________________________
                                      Title:

                                    Domestic Lending Office:

                                    Eurodollar Lending Office:


Accepted this ____ day
  of _______, _____

CITIBANK, N.A., as 
  Administrative Agent


By_____________________
  Title:


*     This date should be no earlier than the date of acceptance by the
      Administrative Agent.




                                     -88-
<PAGE>
                                                                  EXHIBIT D

                             DESIGNATION AGREEMENT

                         Dated _____________ __, _____


            Reference is made to the Credit Agreement dated as of September
27, 1996 (the "Credit Agreement") among TRINOVA Corporation, an Ohio
corporation (the "Borrower"), the Lenders (as defined in the Credit Agreement)
and Citibank, N.A., as Administrative Agent for the Lenders (the
"Administrative Agent").  Terms defined in the Credit Agreement are used
herein with the same meaning.

            ____________ (the "Designator") and ____________ (the "Designee")
agree as follows:

            1.  The Designator hereby designates the Designee, and the
Designee hereby accepts such designation, to have a right to make B Advances
pursuant to Section 2.03 of the Credit Agreement.

            2.  The Designator makes no representation or warranty and assumes
no responsibility with respect to (i) any statements, warranties or
representations made in or in connection with the Credit Agreement or the
execution, legality, validity, enforceability, genuineness, sufficiency or
value of the Credit Agreement or any other instrument or document furnished
pursuant thereto and (ii) the financial condition of the Borrower or the
performance or observance by the Borrower of any of its obligations under the
Credit Agreement or any other instrument or document furnished pursuant
thereto.

            3.  The Designee (i) confirms that it has received a copy of the
Credit Agreement, together with copies of the financial statements referred to
in Section 4.01 thereof and such other documents and information as it has
deemed appropriate to make its own credit analysis and decision to enter into
this Designation Agreement; (ii) agrees that it will, independently and
without reliance upon the Administrative Agent, the Designator or any other
Lender and based on such documents and information as it shall deem
appropriate at the time, continue to make its own credit decisions in taking
or not taking action under the Credit Agreement; (iii) confirms that it is a
Designated Bidder; (iv) appoints and authorizes the Administrative Agent to
take such action as agent on its behalf and to exercise such powers under the
Credit Agreement as are delegated to the Administrative Agent by the terms
thereof, together with such powers as are reasonably incidental thereto; (v)
agrees that it will perform in accordance with their terms all of the
obligations which by the terms of the Credit Agreement are required to be
performed by it as a Lender; and (vi) specifies as its Applicable Lending
Office with respect to B Advances (and address for notices) the offices set
forth beneath its name on the signature pages hereof.

            4.  Following the execution of this Designation Agreement by the
Designator and its Designee, it will be delivered to the Administrative Agent
for acceptance and recording by the Administrative Agent.  The effective date
of this Designation Agreement shall be the date of acceptance thereof by the
Administrative Agent, unless otherwise specified on the signature page hereto
(the "Effective Date").



                                     -89-
<PAGE>

            5.  Upon such acceptance and recording by the Administrative
Agent, as of the Effective Date, the Designee shall be a party to the Credit
Agreement with a right to make B Advances as a Lender pursuant to Section 2.03
of the Credit Agreement and the rights and obligations of a Lender related
thereto.

            6.  This Designation Agreement shall be governed by, and construed
in accordance with, the laws of the State of New York.

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

Effective Date*:                                       _____________ __, _____


                                    [NAME OF DESIGNATOR]



                                    By_______________________
                                      Title:

                                    [NAME OF DESIGNEE]



                                    By_______________________
                                      Title:

                                    Applicable Lending 
                                      Office (and address 
                                      for notices)

                                    __________________________

                                    __________________________

                                    __________________________

                                    __________________________



Accepted this ____ day
of _____________, _____

CITIBANK, N.A., as 
  Administrative Agent


By______________________
  Title:


*     This date should be no earlier than the date of acceptance by the
      Administrative Agent.


                                     -90-
<PAGE>
                                                                  EXHIBIT E


                 [Form of Opinion of Counsel of the Borrower]

                                                            September 27, 1996

To the Banks party to the
  Credit Agreement referred to
  below and Citibank, N.A., as 
  Administrative Agent


Ladies and Gentlemen:

            I have acted as counsel to TRINOVA Corporation (the "Borrower") in
connection with the Credit Agreement (the "Credit Agreement") dated as of
September 27, 1996, among the Borrower, the lenders named therein and
Citibank, N.A., as Administrative Agent, providing for loans to be made by
said lenders to the Borrower in an aggregate principal amount not exceeding
$175,000,000, and the Notes.  Terms defined in the Credit Agreement are used
in this opinion letter as defined therein.  This opinion letter is being
delivered pursuant to Section 3.01(d) of the Credit Agreement.

            In rendering the opinion expressed below, I, or attorneys under my
supervision, have examined the following agreements, instruments and other
documents:

            (a)   the Credit Agreement;

            (b)   the Notes; and

            (c)   such corporate records of the Borrower and such other
                  documents as I have deemed necessary as a basis for the
                  opinions expressed below.

The agreements, instruments and other documents referred to in the foregoing
lettered clauses (other than clause (c) above) are collectively referred to as
the "Credit Documents".

            In my examination, I have assumed the genuineness of all
signatures, the authenticity of all documents submitted to me as originals and
the conformity with authentic original documents of all documents submitted to
me as copies.  When relevant facts were not independently established, I have
relied upon statements of governmental officials and upon representations made
in or pursuant to the Credit Documents and certificates of appropriate
representatives of the Borrower.

            In rendering the opinions expressed below, I have assumed, with
respect to all of the documents referred to in this opinion letter, that
(except, to the extent set forth in the opinions expressed below, as to the
Borrower):

        (i) such documents have been duly authorized by, have been duly
            executed and delivered by, and constitute legal, valid, binding
            and enforceable obligations of, all of the parties to such
            documents;


                                     -91-
<PAGE>

       (ii) all signatories to such documents have been duly authorized; and

      (iii) all of the parties to such documents are duly organized and
            validly existing and have the power and authority (corporate or
            other) to execute, deliver and perform such documents.

            Based upon and subject to the foregoing and subject also to the
comments and qualifications set forth below, and having considered such
questions of law as I have deemed necessary as a basis for the opinions
expressed below, I am of the opinion that:

            1.  The Borrower is a corporation duly organized, validly existing
      and in good standing under the laws of the State of Ohio, and is in good
      standing in each other jurisdiction in which the conduct of its business
      or its ownership or leasing of property requires such qualification and
      where failure to qualify would have a material adverse effect on the
      Borrower.  The Borrower has not received any notice from the authorities
      of any jurisdiction claiming that the Borrower is required to be
      qualified as a foreign corporation in any jurisdiction where it is not
      presently qualified. 

            2.  The Borrower has all requisite corporate power to carry on its
      business and own its properties, to execute and deliver, and to perform
      its obligations under, the Credit Documents, and to borrow under the
      Credit Agreement.

            3.  The execution, delivery and performance by the Borrower of
      each Credit Document, and the borrowings by the Borrower under the
      Credit Agreement, have been duly authorized by all necessary corporate
      action on the part of the Borrower.

            4.  Each Credit Document has been duly executed and delivered by
      the Borrower.

            5.  The stated choice of law which governs the Credit Documents is
      the law of the State of New York.  However, if the Credit Documents were
      stated to be governed by and construed in accordance with the law of the
      State of Ohio, or if a court of the State of Ohio were to apply the law
      of the State of Ohio to the Credit Documents, each Credit Document would
      nevertheless constitute the legal, valid and binding obligation of the
      Borrower, enforceable against the Borrower in accordance with its terms,
      except as the enforceability of the Credit Documents (a) may be limited
      by bankruptcy, insolvency, reorganization, moratorium or other similar
      laws relating to or affecting the rights of creditors generally and (b)
      is subject to the application of general principles of equity
      (regardless of whether considered in a proceeding in equity or at law),
      including, without limitation, (i) the possible unavailability of
      specific performance, injunctive relief or any other equitable remedy
      and (ii) concepts of materiality, reasonableness, good faith and fair
      dealing.

            6.  No authorization, approval or consent of, and no notice to or
      filing or registration with, any governmental or regulatory authority or
      agency of the United States of America or the State of Ohio is required
      on the part of the Borrower for the execution, delivery or performance
      by the Borrower of any of the Credit Documents or for the borrowings by
      the Borrower under the Credit Agreement.


                                     -92-
<PAGE>

            7.  The execution, delivery and performance by the Borrower of,
      and the consummation by the Borrower of the transactions contemplated
      by, the Credit Documents do not and will not (a) violate any provision
      of its Articles of Incorporation, Code of Regulations or By-Laws, (b)
      violate any law, rule or regulation applicable to the Borrower,
      (c) violate any order, writ, injunction or decree of any court or
      governmental authority or agency or any arbitral award applicable to the
      Borrower or any of its Subsidiaries of which I have knowledge (after due
      inquiry) or (d) except as is disclosed in the Credit Agreement,
      including the Schedules thereto, result in a breach of, constitute a
      default under, require any consent under, or result in the acceleration
      or required prepayment of any indebtedness pursuant to the terms of, any
      agreement or instrument of which I have knowledge (after due inquiry) to
      which the Borrower or any of its Subsidiaries is a party or by which any
      of them is bound or to which any of them is subject, or result in the
      creation or imposition of any Lien upon any property of the Borrower
      pursuant to, the terms of any such agreement or instrument.

            8.  I have no knowledge (after due inquiry) of any legal or
      arbitral actions or proceedings, or any actions or proceedings by or
      before any governmental or regulatory authority or agency or any
      arbitrator, pending or threatened against or affecting the Borrower or
      any of its Subsidiaries or any of their respective properties that, if
      adversely determined or reduced to a judgment, could have a material
      adverse effect on the consolidated earnings, financial condition or
      operations of Borrower and its Subsidiaries.

            The foregoing opinions are subject to the following comments and
qualifications:

            (A)  The enforceability of Section 8.04(b) of the Credit Agreement
      may be limited by laws rendering unenforceable (i) indemnification
      contrary to Federal or state securities laws and the public policy
      underlying such laws and (ii) the release of a party from, or the
      indemnification of a party against, liability for its own wrongful or
      negligent acts under certain circumstances.

            (B)  The enforceability of provisions in the Credit Documents to
      the effect that terms may not be waived or modified except in writing
      may be limited under certain circumstances.

            (C)  I express no opinion as to (i) the effect of the laws of any
      jurisdiction in which any Lender is located that limit the interest,
      fees or other charges such Lender may impose, (ii) Section 2.16 of the
      Credit Agreement, (iii) Section 7.05 of the Credit Agreement, (iv) the
      second sentence of Section 8.08 of the Credit Agreement, insofar as such
      sentence relates to the subject matter jurisdiction of the United States
      District Court for the Southern District of New York to adjudicate any
      controversy related to the Credit Documents, (v) the third sentence of
      Section 8.08 of the Credit Agreement and (vi) Section 8.09 of the Credit
      Agreement.

            The foregoing opinions are limited to matters involving the
Federal laws of the United States and the law of the State of Ohio, and I do
not express any opinion as to the laws of any other jurisdiction.



                                     -93-
<PAGE>

            At the request of the Borrower, this opinion letter is, pursuant
to Section 3.01(d) of the Credit Agreement, provided to you by me in my
capacity as Vice President & General Counsel of the Borrower and may not be
relied upon by any Person for any purpose other than in connection with the
transactions contemplated by the Credit Agreement without, in each instance,
my prior written consent.

                                    Very truly yours,




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<PAGE>
                                                                  EXHIBIT F


                 [Form of Opinion of Special New York Counsel
                         to the Administrative Agent]


                              September 27, 1996


To the Banks party to the
  Credit Agreement referred to
  below 

Citibank, N.A., as Administrative 
  Agent
399 Park Avenue
New York, New York  10043

Ladies and Gentlemen:

            We have acted as special New York counsel to Citibank, N.A., as
Administrative Agent, in connection with the Credit Agreement dated as of
September 27, 1996 (the "Credit Agreement") among TRINOVA Corporation (the
"Borrower"), the lenders named therein and Citibank, N.A., as Administrative
Agent, providing for loans to be made by said lenders to the Borrower in an
aggregate principal amount not exceeding $175,000,000.  Terms defined in the
Credit Agreement are used herein as defined therein.  This opinion is being
delivered pursuant to Section 3.01(e) of the Credit Agreement.

            In rendering the opinions expressed below, we have assumed, with
respect to all of the documents referred to in this opinion letter, that:

        (i) such documents have been duly authorized by, have been duly
            executed and delivered by, and (except to the extent set forth in
            the opinions below as to the Borrower) constitute legal, valid,
            binding and enforceable obligations of, all of the parties to such
            documents;

       (ii) all signatories to such documents have been duly authorized; and

      (iii) all of the parties to such documents are duly organized and
            validly existing and have the power and authority (corporate or
            other) to execute, deliver and perform such documents.

            Based upon and subject to the foregoing and subject also to the
comments and qualifications set forth below, and having considered such
questions of law as we have deemed necessary as a basis for the opinions
expressed below, we are of the opinion that each of the Credit Agreement and
the Notes constitutes the legal, valid and binding obligation of the Borrower,
enforceable against the Borrower in accordance with its terms, except as may
be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent
conveyance or transfer or other similar laws relating to or affecting the
rights of creditors generally and except as the enforceability of the Credit
Documents is subject to the application of general principles of equity
(regardless of whether considered in a proceeding in equity or at law),
including, without limitation, (a) the possible unavailability of specific
performance, injunctive relief or any other equitable remedy and (b) concepts
of materiality, reasonableness, good faith and fair dealing.

                                     -95-
<PAGE>

            The foregoing opinions are subject to the following comments and
qualifications:

            (A)  The enforceability of Section 8.04(b) of the Credit Agreement
      may be limited by laws limiting the enforceability of provisions
      exculpating or exempting a party from, or requiring indemnification of a
      party for, its own action or inaction, to the extent such action or
      inaction involves gross negligence, recklessness or wilful or unlawful
      conduct.

            (B)  The enforceability of provisions in the Credit Documents to
      the effect that terms may not be waived or modified except in writing
      may be limited under certain circumstances.

            (C)  We express no opinion as to (i) the effect of the laws of any
      jurisdiction in which any Lender is located (other than the State of New
      York) that limit the interest, fees or other charges such Lender may
      impose, (ii) the second sentence of Section 2.16 of the Credit
      Agreement, (iii) the second sentence of Section 8.08 of the Credit
      Agreement, insofar as such sentence relates to the subject matter
      jurisdiction of the United States District Court for the Southern
      District of New York to adjudicate any controversy related to the Credit
      Documents, (iv) the waiver of inconvenient forum set forth in
      Section 8.08 of the Credit Agreement with respect to proceedings in the
      United States District Court for the Southern District of New York and
      (v) Section 8.09 of the Credit Agreement.

            The foregoing opinions are limited to matters involving the
Federal laws of the United States and the law of the State of New York, and we
do not express any opinion as to the laws of any other jurisdiction.

            This opinion letter is, pursuant to Section 3.01(e) of the Credit
Agreement, provided to you by us in our capacity as special New York counsel
to the Administrative Agent and may not be relied upon by any Person for any
purpose other than in connection with the transactions contemplated by the
Credit Agreement without, in each instance, our prior written consent.

                                    Very truly yours,



WFC/WJM
[26653-05900]


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