Exhibit 10.1


                                        [EXECUTION COPY]




                        $350,000,000


                      CREDIT AGREEMENT


                        dated as of


                       March 19, 1997


                           among


                    Polaroid Corporation


         Morgan Guaranty Trust Company of New York,
                          as Agent


                            and

                   The Banks Party Hereto


<PAGE>


                    TABLE OF CONTENTS /1/


                                                        Page

                                 ARTICLE 1
                         Definitions


Section 1.01.  Definitions                                 1
Section 1.02.  Accounting Terms and Determinations        14
Section 1.03.  Types of Borrowings                        14
Section 1.04.  Types of Loans                             15

                         ARTICLE 2
                         The Credits


Section 2.01.  Commitments to Lend                        15
Section 2.02.  Notice of Committed Borrowings             15
Section 2.03.  Money Market Borrowings                    17
Section 2.04.  Interest Rate Elections                    21
Section 2.05.  Interest Rates                             23
Section 2.06.  Fees                                       26
Section 2.07.  Optional Termination or Reduction of
           Commitments                                   27
Section 2.08.  Mandatory Termination of Commitments;
           Maturity of Loans                             27
Section 2.09.  Optional Prepayments                       27
Section 2.10.  General Provisions as to Payments          28
Section 2.11.  Funding Losses                             28
Section 2.12.  Computation of Interest and Fees           29
Section 2.13.  Notes                                      29
Section 2.14.  Withholding Tax Exemption                  30
Section 2.15.  Judgment Currency                          30
Section 2.16.  Foreign Withholding Taxes                  31
Section 2.17.  Eligible Subsidiaries                      31
Section 2.18.  Regulation D Compensation                  31
Section 2.19.  Termination of Existing Credit Agreement   32





____________________

/1/ The Table of Contents is not a part of this Agreement



                                     -i-

<PAGE>


                         ARTICLE 3
                         Conditions


Section 3.01.  Effectiveness                              32
Section 3.02.  Borrowings                                 33
Section 3.03.  First Borrowing by Each
           Eligible Subsidiary                           34

                         ARTICLE 4
               Representations and Warranties of the Company


Section 4.01.  Corporate Existence and Power              35
Section 4.02.  Corporate and Governmental Authorization;
           No Contravention                              35
Section 4.03.  Binding Effect                             35
Section 4.04.  Financial Information; No Material
           Adverse Change                                35
Section 4.05.  Litigation                                 36
Section 4.06.  Compliance with ERISA                      36
Section 4.07.  Taxes                                      37
Section 4.08.  Subsidiaries                               37
Section 4.09.  No Regulatory Restrictions on Borrowing    37
Section 4.10.  Compliance with Laws                       37
Section 4.11.  No Defaults                                37
Section 4.12.  Possession of Franchises, Licenses, etc    38
Section 4.13.  Full Disclosure                            38
Section 4.14.  Environmental Matters                      38

                         ARTICLE 5
                         Covenants


Section 5.01.  Information                                38
Section 5.02.  Payment of Obligations                     42
Section 5.03.  Maintenance of Property; Insurance         42
Section 5.04.  Conduct of Business and Maintenance
           of Existence                                  42
Section 5.05.  Compliance with Laws                       43
Section 5.06.  Inspection of Property, Books and Records  43
Section 5.07.  Interest Coverage Ratio                    43
Section 5.08.  Leverage Ratio                             43
Section 5.09.  Minimum Consolidated Adjusted Net Worth    43
Section 5.10.  Subsidiary Debt                            44
Section 5.11.  Negative Pledge                            44
Section 5.12.  Consolidations, Mergers and
           Sales of Assets                               46
Section 5.13.  Fiscal Year                                46
Section 5.14.  Use of Proceeds                            46



                                     -ii-

<PAGE>



                         ARTICLE 6
                         Defaults


Section 6.01.  Events of Default                          46
Section 6.02.  Notice of Default                          50

                         ARTICLE 7
                         The Agent

Section 7.01.  Appointment and Authorization              50
Section 7.02.  Agent and Affiliates                       50
Section 7.03.  Action by Agent                            50
Section 7.04.  Consultation with Experts                  50
Section 7.05.  Liability of Agent                         50
Section 7.06.  Indemnification                            51
Section 7.07.  Credit Decision                            51
Section 7.08.  Successor Agent; Resignations              51

                         ARTICLE 8
                    Change in Circumstances


Section 8.01.  Basis for Determining Interest
           Rate Inadequate or Unfair                     52
Section 8.02.  Illegality                                 53
Section 8.03.  Increased Cost and Reduced Return          53
Section 8.04.  Base Rate Loans Substituted for
            Affected Fixed Rate Loans                     55
Section 8.05.  Substitution of Bank                       55

                         ARTICLE 9
               Representations and Warranties of Eligible Subsidiaries


Section 9.01.  Corporate Existence and Power              56
Section 9.02.  Corporate and Governmental
            Authorization; No Contravention               56
Section 9.03.  Binding Effect                             57
Section 9.04.  Taxes                                      57



                                     -iii-

<PAGE>



                         ARTICLE 10
                         Guaranty


Section 10.01.  The Guaranty                              57
Section 10.02.  Guaranty Unconditional                    57
Section 10.03.  Discharge Only upon Payment in Full; 
             Reinstatement In Certain Circumstances       58
Section 10.04.  Waiver by the Company                     59
Section 10.05.  Subrogation                               59
Section 10.06.  Stay of Acceleration                      59

                         ARTICLE 11
                         Miscellaneous


Section 11.01.  Notices                                   59
Section 11.02.  No Waivers                                60
Section 11.03.  Expenses; Documentary Taxes;
             Indemnification                              60
Section 11.04.  Sharing of Set-offs                       60
Section 11.05.  Amendments and Waivers                    61
Section 11.06.  Successors and Assigns                    61
Section 11.07.  No Reliance on Margin Stock               63
Section 11.08.  WAIVER OF TRIAL BY JURY                   63
Section 11.09.  Submission to Jurisdiction                63
Section 11.10.  New York Law                              63
Section 11.11.  Confidentiality                           63
Section 11.12.  Counterparts                              63



Commitment Schedule

Pricing Schedule

Exhibit A  -   Note

Exhibit B  -   Form of Money Market Quote Request

Exhibit C  -   Form of Invitation for Money Market Quotes

Exhibit D  -   Form of Money Market Quote

Exhibit E -    Opinion of Simpson Thacher & Bartlett, Special Counsel for the
Company

Exhibit F -    Opinion of Thomas M. Lemberg, General Counsel of the Company




                                     -iv-

<PAGE>


Exhibit G  -   Opinion of Davis Polk & Wardwell,
               Special Counsel for the Agent

Exhibit H  -   Form of Election to Participate

Exhibit I  -   Form of Election to Terminate

Exhibit J  -   Opinion of Counsel for the Borrower
               (Borrowings by Eligible Subsidiaries)

Exhibit K  -   Assignment and Assumption Agreement





                                     -v-

<PAGE>





                      CREDIT AGREEMENT
     
     
     
     
     AGREEMENT dated as of March 19, 1997 among POLAROID CORPORATION, MORGAN
GUARANTY TRUST COMPANY OF NEW YORK, as Agent, THE FIRST NATIONAL BANK OF
BOSTON, as Co-Agent and the BANKS party hereto.

                        WITNESSETH:

     WHEREAS, Polaroid Corporation is presently a party to the Existing
Credit Agreement (as defined below) and desires to cancel the commitments of
the banks thereunder and to replace the Existing Credit Agreement with this
Agreement;

     NOW, THEREFORE, the parties hereto agree as follows:

                              ARTICLE 1

                              Definitions

     Section 1.1.   Definitions.    The following terms, as used herein, have
the following meanings:

     "Absolute Rate Auction" means a solicitation of Money Market Quotes
setting forth Money Market Absolute Rates pursuant to Section 2.03.

     "Additional Bank" means any bank or other financial institution that
first becomes a Bank for purposes hereof in connection with the replacement
of a Bank pursuant to Section 8.05.

     "Additional Equity" means any capital stock (or options, rights or
warrants therefor) issued, or any treasury stock sold, by the Company after
December 31, 1996.

     "Adjusted CD Rate" has the meaning set forth in Section 2.05(b).

     "Administrative Questionnaire" means, with respect to each Bank, the
administrative questionnaire in the form submitted to such Bank by the Agent
and submitted to the Agent (with a copy to the Company) duly completed by
such Bank.

     "Affiliate" means any Person (other than a Subsidiary) directly or
indirectly controlling, controlled by or under common control with the
Company.  As used in this definition of "Affiliate", the term "control" means
the possession, directly or indirectly, of the power to direct or cause the
direction of the management and policies of a Person, whether through
ownership of voting securities, by contract or otherwise.




<PAGE>

     "Agent" means Morgan Guaranty Trust Company of New York in its capacity
as agent for the Banks hereunder, and its successors in such capacity.

     "Applicable Lending Office" means, with respect to any Bank, (i) in the
case of its Domestic Loans, its Domestic Lending Office, (ii) in the case of
its Euro-Dollar Loans, its Euro-Dollar Lending Office and (iii) in the case
of its Money Market Loans, its Money Market Lending Office.

     "Assessment Rate" has the meaning set forth in Section 2.05(b).

     "Assignee" has the meaning set forth in Section 11.06(c).

     "Bank" means (i) each bank listed on the Commitment Schedule, (ii) each
Assignee which becomes a Bank pursuant to Section 11.06(c), (iii) each
Additional Bank and (iv) their respective successors.

     "Base Rate" means, for any day, a rate per annum equal to the higher of
(i) the Prime Rate for such day and (ii) the sum of 1/2 of 1% plus the Federal
Funds Rate for such day.

     "Base Rate Loan" means at any time a Committed Loan outstanding
hereunder which bears interest at such time at the Base Rate pursuant to a
Notice of Committed Borrowing or Notice of Interest Rate Election or pursuant
to the provisions of Article 8.

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

     "Borrowing" has the meaning set forth in Section 1.03.

     "CD Base Rate" has the meaning set forth in Section 2.05(b).

     "CD Loan" means at any time a Committed Loan outstanding hereunder which
bears interest at such time at a rate based on the Adjusted CD Rate pursuant
to a Notice of Committed Borrowing or Notice of Interest Rate Election.

     "CD Margin" has the meaning set forth in Section 2.05(b).

     "CD Reference Banks" means The First National Bank of Chicago, First
National Bank of Boston and Morgan Guaranty Trust Company of New York.




                                     -2-

<PAGE>


     
     
     "Change in Control" means

               (a) the acquisition by any individual, entity or group (within
          the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) of
          beneficial ownership (within the meaning of Rule 13d-3 promulgated
          under the Exchange Act) of 35% or more of the combined voting power
          of the then outstanding voting securities of the Company entitled
          to vote generally in the election of directors, but excluding, for
          this purpose, any such acquisition by (i) the Company or any of its
          subsidiaries, (ii) any other Person of voting power pursuant to a
          revocable proxy, or (iii) any corporation with respect to which,
          following such acquisition, more than 65% of the combined voting
          power of the then outstanding voting securities of such corporation
          entitled to vote generally in the election of directors is then
          beneficially owned, directly or indirectly, by individuals and
          entities who were the beneficial owners of voting securities of the
          Company immediately prior to such acquisition, in substantially the
          same proportion as their ownership, immediately prior to such
          acquisition, of the combined voting power of the then outstanding
          voting securities of the Company entitled to vote generally in the
          election of directors; or
          
               (b) individuals who, as of March 19, 1997, constituted the
          Board of Directors of the Company (as of March 19, 1997, the
          "Incumbent Board") cease for any reason to constitute at least a
          majority of such Board; provided that any individual becoming a
          director subsequent to March 19, 1997, whose election, or
          nomination for election by the Company's stockholders, was approved
          by a vote of at least a majority of the directors then comprising
          the Incumbent Board shall be considered as though such individual
          were a member of the Incumbent Board, but excluding, for this
          purpose, any such individual whose initial assumption of office is
          in connection with an actual or threatened election contest
          relating to the election of the directors of the Company (as such
          terms are used in Rule 14a-11 of Regulation 14A promulgated under
          the Exchange Act); or
          
               (c) approval by the stockholders of the Company of a
          reorganization, merger or consolidation, in each case, with respect
          to which all or substantially all the individuals and entities who
          were the respective beneficial owners of the voting securities of
          the Company immediately prior to such reorganization, merger or
          consolidation do not, following such reorganization, merger or
          consolidation, beneficially own, directly or indirectly, more than
          65% of the combined voting power of the then outstanding voting
          securities entitled to vote generally in the election of directors
          of the corporation resulting from such reorganization, merger or
          consolidation; or
          



                                     -3-

<PAGE>


               
               
               (d) the sale or other disposition of all or substantially all
          the assets of the Company in one transaction or series of related
          transactions.
          
     "Co-Agent" means The First National Bank of Boston in its capacity as Co-
Agent hereunder.

     "Code" means the Internal Revenue Code of 1986, as amended, or any
successor statute.

     "Commitment" means (i) with respect to each Bank listed on the
Commitment Schedule, the amount set forth opposite such Bank's name on the
Commitment Schedule, (ii) with respect to any Additional Bank, the amount of
the Commitment assumed by it pursuant to Section 8.05 and (iii) with respect
to any Assignee, the amount of the transferor Bank's Commitment assigned to
it pursuant to Section 11.06(c), in each case as such amount may be changed
from time to time pursuant to Section 2.07, 8.05 or 11.06(c).

     "Commitment Schedule" means the Commitment Schedule attached hereto.

     "Committed Loan" means (i) a Base Rate Loan, (ii) a CD Loan or (iii) a
Euro-Dollar Loan.

     "Company" means Polaroid Corporation, a Delaware corporation, and its
successors.

     "Company's 1995 Form 10-K" means the Company's annual report on Form
10-K for Fiscal Year 1995, as filed with the Securities and Exchange
Commission pursuant to the Exchange Act.

     "Company's Third Quarter 1996 Form 10-Q" means the Company's quarterly
report on Form 10-Q for the Fiscal Quarter ended September 29, 1996, as filed
with the Securities and Exchange Commission pursuant to the Exchange Act.

     "Consolidated Adjusted Net Worth" means, at any date, the sum of (i)
Consolidated Stockholders' Equity as of such date, minus (ii) all write-ups
(other than write-ups resulting from foreign currency translations) after
December 31, 1996 in the book value of any asset owned by the Company or a
Consolidated Subsidiary, minus (iii) the carrying value of all Investments in
Unconsolidated Joint Ventures carried as assets on the Company's consolidated
balance sheet as of such date, to the extent that the carrying value of such
Investments as of such date exceeds $25,000,000.

     "Consolidated Debt" means, at any date, the Debt of the Company and its
Consolidated Subsidiaries, determined on a consolidated basis as of such
date; provided that "Consolidated Debt" shall exclude Debt incurred by the
Company or any of its Foreign Subsidiaries for bona fide hedging purposes,
which in the aggregate does not exceed 90% of the aggregate amount of the
cash deposits and Temporary Cash Investments of the Company and its
Subsidiaries.




                                     -4-

<PAGE>


     
     
     "Consolidated EBIT" means, for any period, the sum of (i) Consolidated
Net Income for such period (excluding any extraordinary item of gain or
loss), plus (ii) to the extent deducted in determining Consolidated Net
Income for such period, interest expense and federal, state and foreign
income taxes.

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

     "Consolidated Net Income" means, for any period, the consolidated net
income of the Company and its Consolidated Subsidiaries for such period.

     "Consolidated Stockholders' Equity" means, at any date, the consolidated
stockholders' equity of the Company and its Consolidated Subsidiaries as of
such date.

     "Consolidated Subsidiary" means, at any date, any Subsidiary or other
entity the accounts of which would be consolidated with those of the Company
in its consolidated financial statements if such statements were prepared as
of such date.

     "Debt" of any Person means at any date, without duplication, (i) all
obligations of such Person for borrowed money, (ii) all obligations of such
Person evidenced by bonds, debentures, notes or other similar instruments,
(iii) all obligations of such Person to pay the deferred purchase price of
property or services, except trade accounts payable arising in the ordinary
course of business, (iv) all obligations of such Person as lessee which are
capitalized in accordance with generally accepted accounting principles, (v)
all non-contingent obligations of such Person to reimburse or repay any bank
or other Person in respect of amounts paid under a letter of credit, banker's
acceptance or similar instrument (excluding any such obligations which do not
arise from a repayment of Debt and are repaid within three Euro-Dollar
Business Days after the date incurred), (vi) all Debt of others secured by a
Lien on any asset of such Person, whether or not such Debt is assumed by such
Person (but excluding any such Debt in excess of the book value of such
asset, unless such Debt is assumed by such Person) and (vii) all Guarantees
by such Person of Debt of another Person (each such Guarantee to constitute
Debt in an amount equal to the amount of such other Person's Debt Guaranteed
thereby).

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




                                     -5-

<PAGE>


     
     
     "Domestic Business Day" means any day except a Saturday, Sunday or other
day on which commercial banks in New York City are authorized by law to
close.

     "Domestic Lending Office" means, as to each Bank, its office located at
its address set forth in its Administrative Questionnaire (or identified in
its Administrative Questionnaire as its Domestic Lending Office) or such
other office as such Bank may hereafter designate as its Domestic Lending
Office by notice to the Company and the Agent; provided that any Bank may so
designate separate Domestic Lending Offices for its Base Rate Loans, on the
one hand, and its CD Loans, on the other hand, in which case all references
herein to the Domestic Lending Office of such Bank shall be deemed to refer
to either or both of such offices, as the context may require.

     "Domestic Loans"  means CD Loans or Base Rate Loans or both.

     "Domestic Reserve Percentage" has the meaning set forth in Section
2.05(b).

     "Domestic Subsidiary" means any Subsidiary which is not a Foreign
Subsidiary.

     "Effective Date" has the meaning set forth in Section 3.01.

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

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

     "Eligible Subsidiary" means any Wholly-Owned Consolidated Subsidiary as
to which an Election to Participate shall have been delivered to the Agent
and as to which an Election to Terminate shall not have been delivered to the
Agent.

     "Environmental Laws" means any and all federal, state, local and foreign
statutes, laws, judicial decisions, regulations, ordinances, rules,
judgments, orders, decrees or permits relating to the environment or to
emissions, discharges or releases of pollutants, contaminants, hazardous
substances, materials or wastes into the environment or otherwise relating to
the treatment, storage or disposal of hazardous substances, materials or
wastes or to the remediation thereof.

     "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended or any successor statute.

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




                                     -6-

<PAGE>


     
     
     "Euro-Dollar Business Day" means any Domestic Business Day on which
commercial banks are open for international business (including dealings in
dollar deposits) in London.

     "Euro-Dollar Lending Office" means, as to each Bank, its office, branch
or affiliate located at its address set forth in its Administrative
Questionnaire (or identified in its Administrative Questionnaire as its
Euro-Dollar Lending Office) or such other office, branch or affiliate of such
Bank as it may hereafter designate as its Euro-Dollar Lending Office by
notice to the Company and the Agent.

     "Euro-Dollar Loan" means at any time a Committed Loan outstanding
hereunder which bears interest at such time at a rate based on the London
Interbank Offered Rate pursuant to a Notice of Committed Borrowing or Notice
of Interest Rate Election.

     "Euro-Dollar Margin" has the meaning set forth in Section 2.05(c).

     "Euro-Dollar Reference Banks" means the principal London offices of ABN
AMRO Bank N.V., The First National Bank of Chicago and Morgan Guaranty Trust
Company of New York.

     "Euro-Dollar Reserve Percentage" means, with respect to any Bank, for
any day that percentage (expressed as a decimal) which is in effect on such
day, as prescribed by the Board of Governors of the Federal Reserve System
(or any successor) for determining the maximum reserve requirement for such
Bank in respect of "Eurocurrency liabilities" (or in respect of any other
category of liabilities which includes deposits by reference to which the
interest rate on Euro-Dollar Loans is determined or any category of
extensions of credit or other assets which includes loans by a non-United
States office of such Bank to United States residents).

     "Event of Default" has the meaning set forth in Section 6.01.

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

     "Existing Credit Agreement" means the $150,000,000 Credit Agreement
dated as of August 24, 1994, as heretofore amended, among the Company, Morgan
Guaranty Trust Company of New York, as Agent, and the banks party thereto.

     "Federal Funds Rate" means, for any day, the rate per annum (rounded
upwards, if necessary, to the nearest 1/100th of 1%) equal to the weighted
average of the rates on overnight Federal funds transactions with members of
the Federal Reserve System arranged by Federal funds brokers on such day, as
published by the Federal Reserve Bank of New York on the Domestic Business
Day next succeeding such day, provided that (i) if such day is not a Domestic
Business Day, the Federal Funds Rate for such day shall be such rate on such
transactions on the next preceding Domestic Business Day as so published on
the next succeeding Domestic Business Day, and (ii) if no such rate is so
published on such next succeeding Domestic Business Day, the Federal Funds
Rate for such day shall be the average rate quoted to the Agent (for its own
account) on such day on such transactions as reasonably determined by the
Agent.




                                     -7-

<PAGE>


     
     
     "Fiscal Quarter" means a fiscal quarter of the Company.

     "Fiscal Year" means a fiscal year of the Company.

     "Fixed Rate Loans" means CD Loans or Euro-Dollar Loans or Money Market
Loans (excluding Money Market LIBOR Loans bearing interest at the Base Rate
pursuant to Section 8.01(a)) or any combination of the foregoing.

     "Foreign Subsidiary" means any Subsidiary which is organized under the
laws of a jurisdiction other than the United States of America or any state
thereof and no more than 20% of the sales, earnings or assets (determined on
a consolidated basis) of which are located or derived from operations in the
United States of America.

     "Funding Date" means, with respect to any Borrowing to be made pursuant
to Section 2.01 or 2.03, the date on which the Loans comprising such
Borrowing are to be made by the Banks participating therein, as specified by
the relevant Borrower in the related Notice of Borrowing.

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

      "Interest Period" means:  (1) with respect to each Euro-Dollar
Borrowing, the period commencing on the date specified in the applicable
Notice of Committed Borrowing or Notice of Interest Rate Election and ending
one, two, three or six months thereafter (or, if all Banks agree, nine or
twelve months thereafter), as specified in such Notice; provided that:




                                     -8-

<PAGE>


               (a)  any Interest Period which would otherwise end on a day
          which is not a Euro-Dollar Business Day shall be extended to the
          next succeeding Euro-Dollar Business Day unless such Euro-Dollar
          Business Day falls in another calendar month, in which case such
          Interest Period shall end on the next preceding Euro-Dollar
          Business Day;
          
               (b)  any Interest Period which begins on the last
          Euro-Dollar Business Day of a calendar month (or on a day
          for which there is no numerically corresponding day in
          the calendar month at the end of such Interest Period)
          shall, subject to clause (c) below, end on the last
          Euro-Dollar Business Day of a calendar month; and
          
               (c)  any Interest Period which would otherwise end
          after the Termination Date shall end on the Termination
          Date.
          
     (2) with respect to each CD Borrowing, the period commencing on the date
specified in the applicable Notice of Committed Borrowing or Notice of
Interest Rate Election and ending 30, 60, 90 or 180 days thereafter (or, if
all Banks agree, 270 or 360 days thereafter), as specified in such Notice;
provided that:

               (a)  any Interest Period which would otherwise end
          on a day which is not a Euro-Dollar Business Day shall be
          extended to the next succeeding Euro-Dollar Business Day;
          and
          
               (b)  any Interest Period which would otherwise end
          after the Termination Date shall end on the Termination
          Date.
          
     (3) with respect to each Money Market LIBOR Borrowing, the period
commencing on the date specified in the applicable Notice of Money Market
Borrowing and ending such whole number of months thereafter as is specified
in such Notice in accordance with Section 2.03; provided that:

               (a)  any Interest Period which would otherwise end
          on a day which is not a Euro-Dollar Business Day shall be
          extended to the next succeeding Euro-Dollar Business Day
          unless such Euro-Dollar Business Day falls in another
          calendar month, in which case such Interest Period shall
          end on the next preceding Euro-Dollar Business Day;
          



                                     -9-

<PAGE>


               
               
               (b)  any Interest Period which begins on the last
          Euro-Dollar Business Day of a calendar month (or on a day
          for which there is no numerically corresponding day in
          the calendar month at the end of such Interest Period)
          shall, subject to clause (c) below, end on the last
          Euro-Dollar Business Day of a calendar month; and
          
               (c)  any Interest Period which would otherwise end
          after the Termination Date shall end on the Termination
          Date;
          
     (4) with respect to each Money Market Absolute Rate Borrowing, the
period commencing on the date specified in the applicable Notice of Money
Market Borrowing and ending such number of days thereafter (but not less than
15 days) as is specified in such Notice in accordance with Section 2.03;
provided that:

               (a)  any Interest Period which would otherwise end
          on a day which is not a Euro-Dollar Business Day shall be
          extended to the next succeeding Euro-Dollar Business Day;
          and
          
               (b)  any Interest Period which would otherwise end
          after the Termination Date shall end on the Termination
          Date.
          
     "Investment" means any investment in any Person, whether by means of
share purchase, capital contribution, loan, time deposit or otherwise;
provided that the term "Investment" shall not include any securities of or
claims with respect to any account debtor received in any compromise or
settlement of any account receivable.

     "LIBOR Auction" means a solicitation of Money Market Quotes setting
forth Money Market Margins based on the London Interbank Offered Rate
pursuant to Section 2.03.

     "Lien" means, with respect to any asset, any mortgage, lien, pledge,
charge, security interest or encumbrance of any kind in respect of such
asset.  For the purposes of this Agreement, the Company or any Subsidiary
shall be deemed to own subject to a Lien any asset which it has acquired or
holds subject to the interest of a vendor or lessor under any conditional
sale agreement, capital lease or other title retention agreement relating to
such asset.




                                     -10-

<PAGE>


     
     
     "Loan" means a Domestic Loan or a Euro-Dollar Loan or a Money Market
Loan and "Loans" means Domestic Loans or Euro-Dollar Loans or Money Market
Loans or any combination of the foregoing.

     "London Interbank Offered Rate" has the meaning set forth in Section
2.05(c).

     "Material Plan" means at any time a Plan or Plans having aggregate
Unfunded Liabilities in excess of $10,000,000.

     "Money Market Absolute Rate" has the meaning set forth in Section
2.03(d)(ii)(D).

     "Money Market Absolute Rate Loan" means a loan made or to be made by a
Bank pursuant to an Absolute Rate Auction.

     "Money Market Lending Office" means, as to each Bank, its Domestic
Lending Office or such other office, branch or affiliate of such Bank as it
may hereafter designate as its Money Market Lending Office by notice to the
Company and the Agent; provided that any Bank may from time to time by notice
to the Company and the Agent designate separate Money Market Lending offices
for its Money Market LIBOR Loans, on the one hand, and its Money Market
Absolute Rate Loans, on the other hand, in which case all references herein
to the Money Market Lending Office of such Bank shall be deemed to refer to
either or both of such offices, as the context may require.

     "Money Market LIBOR Loan" means a loan made or to be made by a Bank
pursuant to a LIBOR Auction (including such a loan bearing interest at the
Base Rate pursuant to Section 8.01(a)).

     "Money Market Loan" means a Money Market LIBOR Loan or a Money Market
Absolute Rate Loan.

     "Money Market Margin" has the meaning set forth in Section
2.03(d)(ii)(C).

     "Money Market Quote" means an offer by a Bank to make a Money Market
Loan in accordance with Section 2.03.

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

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




                                     -11-

<PAGE>


     
     
     "Notes" means promissory notes of any Borrower, substantially in the
form of Exhibit A hereto, evidencing the obligation of such Borrower to repay
the Loans made to it, and "Note" means any one of such promissory notes
issued hereunder.

     "Notice of Borrowing" means a Notice of Committed Borrowing (as defined
in Section 2.02) or a Notice of Money Market Borrowing (as defined in Section
2.03(f)).

     "Notice of Interest Rate Election" has the meaning set forth in Section
2.04.

     "Parent" means, with respect to any Bank, any Person controlling such
Bank.

     "Participant" has the meaning set forth in Section 11.06(b).

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

     "Person" means an individual, a corporation, a partnership, an
association, a trust or any other entity or organization, including a
government or political subdivision or an agency or instrumentality thereof.

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

     "Pricing Schedule" means the Pricing Schedule attached hereto.

     "Prime Rate" means the rate of interest publicly announced by Morgan
Guaranty Trust Company of New York in New York City from time to time as its
Prime Rate.

     "Reference Banks" means the CD Reference Banks or the Euro-Dollar
Reference Banks, as the context may require, and "Reference Bank" means any
one of such Reference Banks.

     "Regulation U" means Regulation U of the Board of Governors of the
Federal Reserve System, as in effect from time to time.

     "Required Banks" means at any time Banks having at least 51% of the
aggregate amount of the Commitments or, if the Commitments shall have been
terminated, holding Notes evidencing at least 51% of the aggregate unpaid
principal amount of the Loans.




                                     -12-

<PAGE>


     
     
     "S&P" means Standard & Poor's Ratings Services, a division of The McGraw-
Hill Companies, Inc., and its successors.

     "Subsidiary" means any corporation or other entity (except an
Unconsolidated Joint Venture) of which securities or other ownership
interests having ordinary voting power to elect a majority of the board of
directors or other persons performing similar functions are at the time
directly or indirectly owned by the Company.

     "Substitute Bank" has the meaning set forth in Section 8.05.

     "Temporary Cash Investment" means any Investment in (i) direct
obligations of the United States or any agency thereof, or obligations
guaranteed by the United States or any agency thereof, (ii) commercial paper
rated A1 or higher by S&P and P1 or higher by Moody's, (iii) demand or time
deposits with, including certificates of deposit and bankers' acceptances
issued by, any Qualifying Bank (as defined below), (iv) repurchase agreements
with respect to securities described in clause (i) above entered into with
any Qualifying Bank (or, to the extent that the party making such Investment
has a perfected security interest in the securities subject to such
repurchase agreements, with securities broker-dealers of nationally
recognized standing), (v) debt securities rated in one of the two highest
categories by a nationally recognized credit rating agency and (vi) in the
case of Investments made by any Foreign Subsidiary, obligations, deposits and
repurchase agreements comparable to those specified in clauses (i), (iii) and
(iv) above (except that such obligations may be issued or guaranteed by the
country in which such Foreign Subsidiary is located and such deposits and
repurchase agreements may be made with comparable banks and trust companies
located in such countries), provided in each case that such Investment
matures (or permits the holder thereof at its option to require repayment or
repurchase thereof) within two years from the date of acquisition thereof by
the Company or a Subsidiary.  As used in this definition, "Qualifying Bank"
means (i) any office located in the United States of any Bank or (ii) any
office located in the United States of any other bank or trust company (A)
whose long-term debt securities are rated in one of the three highest
categories by a nationally recognized credit rating agency or (B) which is
organized under the laws of the United States or any state thereof and has
capital, surplus and undivided profits aggregating at least $500,000,000.

     "Termination Date" means December 31, 2001 or, if such day is not a
Euro-Dollar Business Day, the next preceding Euro-Dollar Business Day.

     "Type" has the meaning set forth in Section 1.04.

     "Unconsolidated Joint Venture" means at any time any Person in which the
Company or one or more of its Consolidated Subsidiaries has an equity
investment which, if material, would be accounted for under the equity
accounting method on the financial statements of the Company and its
Consolidated Subsidiaries, if such statements were prepared as of such time.




                                     -13-

<PAGE>


     
     
     "Unfunded Liabilities" means, with respect to any Plan at any time, the
amount (if any) by which (i) the present value of all benefit liabilities
under such Plan based on the assumptions used for purposes of determining
required contributions to the Plan, as determined in the Plan's most recent
actuarial valuation, exceeds (ii) the fair market value of all Plan assets
allocable to such benefits, as determined as of the then most recent
valuation date for such Plan.

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

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

     Section 1.3.  Types of Borrowings.   (a) When used with respect to a
Funding Date, the term "Borrowing" refers to the borrowing by a specific
Borrower on such Funding Date of Loans of a specific Type and (except in the
case of Base Rate Loans) for a specific Interest Period pursuant to Section
2.01 or 2.03.  When used with respect to Loans outstanding at any time, the
term "Borrowing" refers to the portion of the aggregate principal amount of
the Loans outstanding to a specific Borrower which bears interest of a
specific Type and (except in the case of Base Rate Loans) for a specific
Interest Period at such time pursuant to a Notice of Borrowing or Notice of
Interest Rate Election.  Each Bank's share (if any) of each Borrowing is
referred to herein as a separate "Loan".




                                     -14-

<PAGE>


     
     
     (b) Borrowings are classified for purposes of this Agreement either by
reference to the pricing of Loans comprising such Borrowing (e.g., a
"Euro-Dollar Borrowing" is a Borrowing comprised of Euro-Dollar Loans, while
a "Money Market LIBOR Borrowing" is a Borrowing comprised of Money Market
LIBOR Loans) or by reference to how the Banks' participation therein is or
was determined (i.e., a "Committed Borrowing" is a Borrowing comprised of
Committed Loans made by the Banks in proportion to their respective
Commitments, while a "Money Market Borrowing" is a Borrowing under Section
2.03 in which the Bank participants are determined on the basis of their
respective bids).

     Section 1.4.  Types of Loans.   Loans hereunder are distinguished by
Type.  The "Type" of a Loan refers to whether such Loan is a Base Rate Loan,
a CD Loan, a Euro-Dollar Loan, a Money Market Absolute Rate Loan or a Money
Market LIBOR Loan.

     
     
                                   ARTICLE 2

                                   The Credits

     Section 2.1.  Commitments to Lend.   Each Bank severally agrees, on the
terms and conditions set forth in this Agreement, to make loans to the
Company or any Eligible Subsidiary pursuant to this Section from time to time
prior to the Termination Date; provided that the aggregate principal amount
of Committed Loans by such Bank at any one time outstanding to all Borrowers
shall not exceed the amount of its Commitment.  Each Borrowing under this
Section shall be in an aggregate principal amount of $10,000,000 or any
larger multiple of $1,000,000 (except that any such Borrowing may be in the
aggregate amount available in accordance with Section 3.02(b)) and shall be
made from the several Banks ratably in proportion to their respective
Commitments.  Within the foregoing limits, a Borrower may borrow under this
Section, repay or (to the extent permitted by Section 2.09) prepay loans made
under this Section and reborrow at any time prior to the Termination Date
under this Section.

     Section 2.2.  Notice of Committed Borrowings.   (a) The Borrower shall
give the Agent notice (a "Notice of Committed Borrowing") not later than
10:00 A.M. (New York City time) on (x) the Funding Date for each Base Rate
Borrowing, (y) the second Domestic Business Day before the Funding Date for
each CD Borrowing and (z) the third Euro-Dollar Business Day before the
Funding Date for each Euro-Dollar Borrowing, specifying:




                                     -15-

<PAGE>


     
     
               (i)  the Funding Date for such Borrowing, which
          shall be a Domestic Business Day in the case of a
          Domestic Borrowing or a Euro-Dollar Business Day in the
          case of a Euro-Dollar Borrowing,
          
               (ii) whether the Loans comprising such Borrowing are
          to be Base Rate Loans, CD Loans or Euro-Dollar Loans,
          
               (iii) the aggregate amount of such Borrowing, which
          shall be $10,000,000 or a larger multiple of $1,000,000
          (except that any such Borrowing may be in the aggregate
          amount available in accordance with Section 3.02(b)), and
          
               (iv) in the case of a Fixed Rate Borrowing, the
          duration of the initial Interest Period applicable
          thereto, subject to the provisions of the definition of
          Interest Period.
          
     (b) Upon receipt of a Notice of Committed Borrowing, the Agent shall
promptly notify each Bank of the contents thereof and of such Bank's ratable
share of the Loans to be made on the Funding Date for such Borrowing and such
Notice of Committed Borrowing shall not thereafter be revocable by the
Borrower.

     (c) Not later than 12:00 noon (New York City time) on the Funding Date
for each Committed Borrowing, each Bank shall make available its ratable
share of the Loans comprising such Borrowing, in Federal or other funds
immediately available in New York City, to the Agent at its address specified
in or pursuant to Section 11.01.  Unless the Agent determines that any
applicable condition specified in Article 3 has not been satisfied, the Agent
will make the funds so received from the Banks available to the Borrower at
the Agent's aforesaid address.

     (d) Unless the Agent shall have received notice from a Bank prior to the
Funding Date for any Committed Borrowing that such Bank will not make
available to the Agent such Bank's share of the Loans comprising such
Borrowing, the Agent may assume that such Bank has made such share available
to the Agent on such Funding Date in accordance with subsection (c) of this
Section and the Agent may, in reliance upon such assumption, make available
to the Borrower on such date a corresponding amount.  If and to the extent
that such Bank shall not have so made such share available to the Agent, the
Agent shall be entitled to recover from either such Bank or the Borrower
(each of which agrees to pay such amount forthwith on demand) such
corresponding amount together with interest thereon, for each day from the
date such amount is made available to the Borrower until the date such amount
is repaid to the Agent, at (i) in the case of the Borrower, a rate per annum
equal to the higher of the Federal Funds Rate and the interest rate
applicable to such Borrowing pursuant to Section 2.05 or (ii) in the case of
such Bank, the Federal Funds Rate.  If such Bank shall repay to the Agent
such corresponding amount, such amount so repaid shall constitute such Bank's
Loan included in such Borrowing for purposes of this Agreement.  Any amounts
paid by the Borrower to the Agent pursuant to this subsection (d) shall not
relieve the defaulting Bank from any liability that such Bank may otherwise
have to the Borrower with respect to its failure to fund.




                                     -16-

<PAGE>


     
     
     Section 2.3.  Money Market Borrowings.    (a) The Money Market Option.
In addition to Committed Borrowings pursuant to Section 2.01, any Borrower
may, as set forth in this Section, request the Banks from time to time prior
to the Termination Date to make offers to make Money Market Loans to the
Borrower.  The Banks may, but shall have no obligation to, make such offers
and the Borrower may, but shall have no obligation to, accept any such offers
in the manner set forth in this Section.

     (b)  Money Market Quote Request.  When a Borrower wishes to request
offers to make Money Market Loans under this Section, it shall transmit to
the Agent by telex or facsimile transmission a Money Market Quote Request
substantially in the form of Exhibit B hereto so as to be received no later
than 10:00 A.M. (New York City time) on (x) the fifth Euro-Dollar Business
Day prior to the Funding Date for the Borrowing proposed therein, in the case
of a LIBOR Auction, or (y) the Domestic Business Day next preceding the
Funding Date for the Borrowing proposed therein, in the case of an Absolute
Rate Auction (or, in either case, such other time or date as the Company and
the Agent shall have mutually agreed and shall have notified to the Banks not
later than the date of the Money Market Quote Request for the first LIBOR
Auction or Absolute Rate Auction for which such change is to be effective),
specifying:

               (i) the proposed Funding Date for such Borrowing,
          which shall be a Euro-Dollar Business Day in the case of
          a LIBOR Auction or a Domestic Business Day in the case of
          an Absolute Rate Auction,
          
               (ii) the aggregate amount of such Borrowing, which
          shall be $10,000,000 or a larger multiple of $1,000,000,
          
               (iii) the duration of the Interest Period applicable
          thereto, subject to the provisions of the definition of
          Interest Period, and
          
               (iv) whether the Money Market Quotes requested are
          to set forth a Money Market Margin or a Money Market
          Absolute Rate.
          



                                     -17-

<PAGE>


               
               
The Borrower may request offers to make Money Market Loans for more than one
Interest Period in a single Money Market Quote Request.  No Money Market
Quote Request shall be given within five Euro-Dollar Business Days (or such
other number of days as the Company and the Agent may agree) of any other
Money Market Quote Request.

     (c) Invitation for Money Market Quotes.  Promptly upon receipt of a
Money Market Quote Request, the Agent shall send to the Banks by telex or
facsimile transmission an Invitation for Money Market Quotes substantially in
the form of Exhibit C hereto, which shall constitute an invitation by the
Borrower to each Bank to submit Money Market Quotes offering to make the
Money Market Loans to which such Money Market Quote Request relates in
accordance with this Section.

     (d)  Submission and Contents of Money Market Quotes.  (i) Each Bank may
submit a Money Market Quote containing an offer or offers to make Money
Market Loans in response to any Invitation for Money Market Quotes.  Each
Money Market Quote must comply with the requirements of this subsection (d)
and must be submitted to the Agent by telex or facsimile transmission at its
offices specified in or pursuant to Section 11.01 not later than (x) 2:00
P.M. (New York City time) on the fourth Euro-Dollar Business Day prior to the
proposed Funding Date, in the case of a LIBOR Auction, or (y) 9:00 A.M. (New
York City time) on the proposed Funding Date, in the case of an Absolute Rate
Auction (or, in either case, such other time or date as the Company and the
Agent shall have mutually agreed and shall have notified to the Banks not
later than the date of the Money Market Quote Request for the first LIBOR
Auction or Absolute Rate Auction for which such change is to be effective);
provided that Money Market Quotes submitted by the Agent (or any affiliate of
the Agent) in the capacity of a Bank may be submitted, and may only be
submitted, if the Agent or such affiliate notifies the Borrower of the terms
of the offer or offers contained therein not later than (x) one hour prior to
the deadline for the other Banks, in the case of a LIBOR Auction, or (y) 15
minutes prior to the deadline for the other Banks, in the case of an Absolute
Rate Auction.  Subject to Articles 3 and 6, any Money Market Quote so made
shall be irrevocable except with the written consent of the Agent given on
the instructions of the Borrower.

     (ii) Each Money Market Quote shall be in substantially the form of
Exhibit D hereto and shall in any case specify:

               (A) the proposed Funding Date,
          
               (B) the principal amount of the Money Market Loan
          for which each such offer is being made, which principal
          amount (w) may be greater than or less than the
          Commitment of the quoting Bank, (x) must be $5,000,000 or
          a larger multiple of $1,000,000, (y) may not exceed the
          principal amount of Money Market Loans for which offers
          were requested and (z) may be subject to an aggregate
          limitation as to the principal amount of Money Market
          Loans for which offers being made by such quoting Bank
          may be accepted,
          



                                     -18-

<PAGE>


               
               
               (C) in the case of a LIBOR Auction, the margin above
          or below the applicable London Interbank Offered Rate
          (the "Money Market Margin") offered for each such Money
          Market Loan, expressed as a percentage (rounded to the
          nearest 1/10,000th of 1%) to be added to or subtracted
          from such base rate,
          
               (D) in the case of an Absolute Rate Auction, the
          rate of interest per annum (rounded to the nearest
          1/10,000th of 1%) (the "Money Market Absolute Rate")
          offered for each such Money Market Loan, and
          
               (E) the identity of the quoting Bank.
          
A Money Market Quote may set forth up to five separate offers by the quoting
Bank with respect to each Interest Period specified in the related Invitation
for Money Market Quotes.

     (iii) Any Money Market Quote shall be disregarded if it:

               (A) is not substantially in conformity with Exhibit
          D hereto or does not specify all of the information
          required by subsection (d)(ii) of this Section;
          
               (B) contains qualifying, conditional or similar
          language;
          
               (C) proposes terms other than or in addition to
          those set forth in the applicable Invitation for Money
          Market Quotes; or
          
               (D) arrives after the time set forth in subsection
          (d)(i) of this Section.
          



                                     -19-

<PAGE>


               
               
     (e) Notice to Borrower.  The Agent shall promptly notify the Borrower of
the terms (x) of any Money Market Quote submitted by a Bank that is in
accordance with subsection (d) of this Section and (y) of any Money Market
Quote that amends, modifies or is otherwise inconsistent with a previous
Money Market Quote submitted by such Bank with respect to the same Money
Market Quote Request.  Any such subsequent Money Market Quote shall be
disregarded by the Agent unless such subsequent Money Market Quote is
submitted solely to correct a manifest error in such former Money Market
Quote.  The Agent's notice to the Borrower shall specify (A) the aggregate
principal amount of Money Market Loans for which offers have been received
for each Interest Period specified in the related Money Market Quote Request,
(B) the respective principal amounts and Money Market Margins or Money Market
Absolute Rates, as the case may be, so offered and (C) if applicable,
limitations on the aggregate principal amount of Money Market Loans for which
offers in any single Money Market Quote may be accepted.

     (f)  Acceptance and Notice by Borrower.  Not later than 10:00 A.M. (New
York City time) on (x) the third Euro-Dollar Business Day prior to the
proposed Funding Date, in the case of a LIBOR Auction, or (y) the proposed
Funding Date, in the case of an Absolute Rate Auction (or, in either case,
such other time or date as the Company and the Agent shall have mutually
agreed and shall have notified to the Banks not later than the date of the
Money Market Quote Request for the first LIBOR Auction or Absolute Rate
Auction for which such change is to be effective), the Borrower shall notify
the Agent of its acceptance or non-acceptance of the offers so notified to it
pursuant to subsection (e) of this Section.  In the case of acceptance, such
notice (a "Notice of Money Market Borrowing") shall specify the aggregate
principal amount of offers for each Interest Period that are accepted.  The
Borrower may accept any Money Market Quote in whole or in part, provided
that:

               (i) the aggregate principal amount of each Money
          Market Borrowing may not exceed the applicable amount set
          forth in the related Money Market Quote Request,
          
               (ii) the principal amount of each Money Market
          Borrowing must be $10,000,000 or a larger multiple of
          $1,000,000,
          
               (iii) acceptance of offers may only be made on the
          basis of ascending Money Market Margins or Money Market
          Absolute Rates, as the case may be, and
          
               (iv) the Borrower may not accept any offer that is
          described in subsection (d)(iii) of this Section or that
          otherwise fails to comply with the requirements of this
          Agreement.
          



                                     -20-

<PAGE>


               
               
     (g)  Allocation by Agent; Notice to Banks.  (i) If offers are made by
two or more Banks with the same Money Market Margins or Money Market Absolute
Rates, as the case may be, for a greater aggregate principal amount than the
amount in respect of which such offers are accepted for the related Interest
Period, the principal amount of Money Market Loans in respect of which such
offers are accepted shall be allocated by the Agent among such Banks as
nearly as possible (in such multiples, not greater than $1,000,000, as the
Agent may deem appropriate) in proportion to the aggregate principal amounts
of such offers.  Determinations by the Agent of the amounts of Money Market
Loans shall be conclusive in the absence of manifest error.

     (ii) Upon receipt of a Notice of Money Market Borrowing, the Agent shall
promptly notify each Bank of the contents thereof and of such Bank's share
(if any) of the Loans to be made on the Funding Date for such Borrowing and
such Notice of Money Market Borrowing shall not thereafter be revocable by
the Borrower.

     (h) Funding of Money Market Loans.  (i) Not later than 11:00 A.M. (New
York City time) on the Funding Date for each Money Market Borrowing, each
Bank participating in such Borrowing shall make available its ratable share
of the Loans comprising such Borrowing, in Federal or other funds immediately
available in New York City, to the Agent at its address specified in or
pursuant to Section 11.01.  Unless the Agent determines that any applicable
condition specified in Article 3 has not been satisfied, the Agent will make
the funds so received from such Banks available to the Borrower at the
Agent's aforesaid address.

     (ii) Unless the Agent shall have received notice from a Bank prior to
the Funding Date for any Money Market Borrowing that such Bank will not make
available to the Agent such Bank's share of the Loans comprising such
Borrowing, the Agent may assume that such Bank has made such share available
to the Agent on such Funding Date in accordance with subsection (h)(i) of
this Section and the Agent may, in reliance upon such assumption, make
available to the Borrower on such date a corresponding amount.  If and to the
extent that such Bank shall not have so made such share available to the
Agent, the Agent shall be entitled to recover from either such Bank or the
Borrower (each of which agrees to pay such amount forthwith on demand) such
corresponding amount together with interest thereon, for each day from the
date such amount is made available to the Borrower until the date such amount
is repaid to the Agent, at (A) in the case of the Borrower, a rate per annum
equal to the higher of the Federal Funds Rate and the interest rate
applicable to such Borrowing pursuant to Section 2.05 or (B) in the case of
such Bank, the Federal Funds Rate.  If such Bank shall repay to the Agent
such corresponding amount, such amount so repaid shall constitute such Bank's
Loan included in such Borrowing for purposes of this Agreement.  Any amounts
paid by the Borrower to the Agent pursuant to this subsection (h)(ii) shall
not relieve the defaulting Bank from any liability that such Bank may
otherwise have to the Borrower with respect to its failure to fund.

     Section 2.4.  Interest Rate Elections.   (a) The initial Type of Loans
comprising each Committed Borrowing, and the duration of the initial Interest




                                     -21-

<PAGE>


     
     
Period applicable thereto if they are initially CD Loans or Euro-Dollar
Loans, shall be as specified in the applicable Notice of Committed Borrowing.
Thereafter, the relevant Borrower may from time to time elect to change or
continue (x) the Type of, or (y) in the case of CD Loans or Euro-Dollar
Loans, the duration of the Interest Period applicable to, the Loans included
in any Committed Borrowing (excluding overdue Loans and subject in each case
to the provisions of the definition of Interest Period and Article 8), as
follows:

               (i) if such Loans are Base Rate Loans, such Borrower
          may elect to designate such Loans as CD Loans or
          Euro-Dollar Loans,  or may elect to designate such Loans
          as any combination of Base Rate Loans, CD Loans and
          Euro-Dollar Loans;
          
               (ii) if such Loans are CD Loans, such Borrower may
          elect to designate such Loans as Base Rate Loans or
          Euro-Dollar Loans, may elect to continue such Loans as CD
          Loans for an additional Interest Period, or may elect to
          designate such Loans as any combination of Base Rate
          Loans, CD Loans and Euro-Dollar Loans; and
          
               (iii) if such Loans are Euro-Dollar Loans, such
          Borrower may elect to designate such Loans as Base Rate
          Loans or CD Loans, may elect to continue such Loans as
          Euro-Dollar Loans for an additional Interest Period, or
          may elect to designate such Loans as any combination of
          Base Rate Loans, CD Loans and Euro-Dollar Loans.
          
Notwithstanding the foregoing, no Borrower may elect an Interest Period for
CD Loans or Euro-Dollar Loans unless the aggregate outstanding principal
amount of such Loans (including any such Loans made pursuant to Section 2.01
on the date that such Interest Period is to begin) to which such Interest
Period will apply is at least $10,000,000.

     (b) Any election permitted by subsection (a) of this Section may become
effective on any Euro-Dollar Business Day specified by the Borrower (the
"Election Date").  Each such election shall be made by the Borrower by
delivering a notice (a "Notice of Interest Rate Election") to the Agent not
later than 11:00 A.M. (New York City time) on (x) the Election Date, if all
the resulting Loans will be Base Rate Loans, (y) the second Domestic Business
Day before the Election Date, if the resulting Loans will include CD Loans
but not Euro-Dollar Loans, and (z) the third Euro-Dollar Business Day before
the Election Date, if the resulting Loans will include Euro-Dollar Loans.
Each Notice of Interest Rate Election shall specify with respect to the
outstanding Loans to which such notice applies:

               (i) the Election Date;
          



                                     -22-

<PAGE>


               
               
               (ii) if the Type of Loan is to be changed, the new
          Type of Loan and, if such new Type is a CD Loan or
          Euro-Dollar Loan, the duration of the first Interest
          Period applicable thereto;
          
               (iii) if such Loans are CD Loans or Euro-Dollar
          Loans and the Type of such Loans is to be continued for
          an additional or different Interest Period, the duration
          of such additional or different Interest Period; and
          
               (iv) if such Loans are to be designated as a
          combination of Base Rate Loans, CD Loans and Euro-Dollar
          Loans, the information specified in clauses (i) through
          (iii) above as to each resulting Borrowing and the
          aggregate amount of each such Borrowing.
          
Each Interest Period specified in a Notice of Interest Rate Election shall
comply with the provisions of the definition of Interest Period and the last
sentence of subsection (a) of this Section.

     (c) Upon receipt of a Notice of Interest Rate Election, the Agent shall
promptly notify each Bank of the contents thereof and of such Bank's ratable
share of such Borrowing, and such notice shall not thereafter be revocable by
the Borrower.

     (d) If the Borrower (i) fails to deliver a timely Notice of Interest
Rate Election to the Agent electing to continue or change the Type of, or the
duration of the next Interest Period applicable to, the Loans included in any
Committed Borrowing comprised of CD Loans or Euro-Dollar Loans and (ii) has
not theretofore delivered a notice of prepayment relating to such Loans, then
the Borrower shall be deemed to have given the Agent a Notice of Interest
Rate Election electing to change the Type of such Loans to Base Rate Loans on
the last day of the then current Interest Period applicable thereto.

     Section 2.5.  Interest Rates.   (a) Each Base Rate Loan shall bear
interest on the outstanding principal amount thereof, for each day from the
date such Loan is made (or is changed to a Base Rate Loan) until it becomes
due (or is changed to a different Type of Committed Loan), at a rate per
annum equal to the Base Rate for such day.  Such interest shall be payable
(i) quarterly on each March 31, June 30, September 30 and December 31 and
(ii) upon any termination of the Commitments in their entirety.




                                     -23-

<PAGE>


     
     
     (b) Each CD Loan shall bear interest on the outstanding principal amount
thereof, for each day during each Interest Period applicable thereto, at a
rate per annum equal to the sum of the CD Margin for such day plus the
Adjusted CD Rate applicable to such Interest Period; provided that if any CD
Loan shall, as a result of clause (2)(b) of the definition of Interest
Period, have an Interest Period of less than 30 days, such CD Loan shall bear
interest for each day during such Interest Period at the Base Rate for such
day.  Such interest shall be payable for each Interest Period on the last day
thereof and, if such Interest Period is longer than 90 days, at intervals of
90 days after the first day thereof; provided that, if the relevant Borrower
elects to change the Type of, or the duration of an Interest Period
applicable to, any CD Borrowing on any day other than the last day of an
Interest Period applicable thereto, such Borrower shall pay, on the effective
date of such change, the interest accrued on such CD Borrowing to such
effective date (and shall reimburse each Bank for any loss or expense
resulting from such change as provided in Section 2.11).

     "CD Margin" means a rate per annum determined in accordance with the
Pricing Schedule.

     The "Adjusted CD Rate" applicable to any Interest Period means a rate
per annum determined pursuant to the following formula:

               [  CDBR   ]*
      ACDR   = [  -------------    ]  + AR
               [  1.00 - DRP  ]

              
     ACDR  =  Adjusted CD Rate
              
     CDBR  =  CD Base Rate
              
     DRP   =  Domestic Reserve
              Percentage
              
     AR    =  Assessment Rate
          
     __________
     *  The amount in brackets being rounded upwards, if necessary, to the
     next higher 1/100 of 1%.

     The "CD Base Rate" applicable to any Interest Period is the rate of
interest determined by the Agent to be the average (rounded upward, if
necessary, to the next higher 1/100 of 1%) of the prevailing rates per annum
bid at 10:00 A.M. (New York City time) (or as soon thereafter as practicable)
on the first day of such Interest Period by two or more New York certificate
of deposit dealers of recognized standing for the purchase at face value from
each CD Reference Bank of its certificates of deposit in an amount comparable
to the principal amount of the CD Loan of such CD Reference Bank to which
such Interest Period applies and having a maturity comparable to such
Interest Period.




                                     -24-

<PAGE>


     
     
     "Domestic Reserve Percentage" means for any day that percentage
(expressed as a decimal) which is in effect on such day, as prescribed by the
Board of Governors of the Federal Reserve System (or any successor) for
determining the maximum reserve requirement (including without limitation any
basic, supplemental or emergency reserves) for a member bank of the Federal
Reserve System in New York City with deposits exceeding five billion dollars
in respect of new non-personal time deposits in dollars in New York City
having a maturity comparable to the related Interest Period and in an amount
of $100,000 or more.  The Adjusted CD Rate shall be adjusted automatically on
and as of the effective date of any change in the Domestic Reserve
Percentage.

     "Assessment Rate" means for any day the annual assessment rate in effect
on such day which is payable by a member of the Bank Insurance Fund
classified as adequately capitalized and within supervisory subgroup "A" (or
a comparable successor assessment risk classification) within the meaning of
12 C.F.R.  327.4(a) (or any successor provision) to the Federal Deposit
Insurance Corporation (or any successor) for such Corporation's (or such
successor's) insuring time deposits at offices of such institution in the
United States.  The Adjusted CD Rate shall be adjusted automatically on and
as of the effective date of any change in the Assessment Rate.

     (c) Each Euro-Dollar Loan shall bear interest on the outstanding
principal amount thereof, for each day during each Interest Period applicable
thereto, at a rate per annum equal to the sum of the Euro-Dollar Margin for
such day plus the London Interbank Offered Rate applicable to such Interest
Period.  Such interest shall be payable for each Interest Period on the last
day thereof and, if such Interest Period is longer than three months, at
intervals of three months after the first day thereof; provided that, if the
relevant Borrower elects to change the Type of, or the duration of an
Interest Period applicable to, any Euro-Dollar Borrowing on any day other
than the last day of an Interest Period applicable thereto, such Borrower
shall pay, on the effective date of such change, the interest accrued on such
Euro-Dollar Borrowing to such effective date (and shall reimburse each Bank
for any loss or expense resulting from such change as provided in Section
2.11).

     "Euro-Dollar Margin" means a rate per annum determined in accordance
with the Pricing Schedule.

     The "London Interbank Offered Rate" applicable to any Interest Period
means the average (rounded upward, if necessary, to the next higher 1/16 of
1%) of the respective rates per annum at which deposits in dollars are
offered to each of the Euro-Dollar Reference Banks in the London interbank
market at approximately 11:00 A.M. (London time) two Euro-Dollar Business
Days before the first day of such Interest Period in an amount approximately
equal to the principal amount of the Euro-Dollar Loan of such Euro-Dollar
Reference Bank to which such Interest Period is to apply and for a period of
time comparable to such Interest Period.




                                     -25-

<PAGE>


     
     
     (d)  Subject to Section 8.01(a), each Money Market LIBOR Loan shall bear
interest on the outstanding principal amount thereof, for the Interest Period
applicable thereto, at a rate per annum equal to the sum of the London
Interbank Offered Rate for such Interest Period (determined in accordance
with subsection (c) of this Section as if the related Money Market LIBOR
Borrowing were a Committed Euro-Dollar Borrowing) plus (or minus) the Money
Market Margin quoted by the Bank making such Loan in accordance with Section
2.03.  Each Money Market Absolute Rate Loan shall bear interest on the
outstanding principal amount thereof, for the Interest Period applicable
thereto, at a rate per annum equal to the Money Market Absolute Rate quoted
by the Bank making such Loan in accordance with Section 2.03.  Such interest
shall be payable for each Interest Period on the last day thereof and, if
such Interest Period is longer than three months, at intervals of three
months after the first day thereof.

     (e) Any overdue principal of and interest on any Loan shall bear
interest, payable on demand, for each day from and including the date payment
thereof was due to but excluding the date of actual payment, at a rate per
annum equal to the sum of 2% plus the Base Rate for such day.

     (f) The Agent shall determine each interest rate applicable to the Loans
hereunder.  The Agent shall give prompt notice to the Borrower and the
relevant Banks by telex, facsimile or cable of each rate of interest so
determined, and its determination thereof shall be conclusive in the absence
of manifest error.

     (g) Each Reference Bank agrees to use its best efforts to furnish
quotations to the Agent as contemplated hereby.  If any Reference Bank does
not furnish a timely quotation, the Agent shall determine the relevant
interest rate on the basis of the quotation or quotations furnished by the
remaining Reference Bank or Banks or, if none of such quotations is available
on a timely basis, the provisions of Section 8.01 shall apply.

     Section 2.6.  Fees.    (a)  Commitment Fees.  The Company shall pay to
the Agent, for the account of the Banks ratably in accordance with their
Commitments, a commitment fee at the Commitment Fee Rate, determined for each
day in accordance with the Pricing Schedule, on the amount by which the
aggregate amount of the Commitments at the close of business on such day
exceeds the aggregate principal amount of the Loans outstanding at the close
of business on such day.  Such commitment fees shall accrue from and
including the Effective Date to but excluding the Termination Date, and shall
be payable quarterly on each March 31, June 30, September 30 and December 31
and upon any termination of the Commitments in their entirety.




                                     -26-

<PAGE>


     
     
     (b)  Facility Fees.  The Company shall pay to the Agent, for the account
of the Banks ratably in accordance with their Commitments, a facility fee at
the Facility Fee Rate, determined for each day in accordance with the Pricing
Schedule.  Such facility fees shall accrue (i) for each day from and
including the Effective Date to but excluding the Termination Date (or any
earlier date on which the Commitments terminate in their entirety) on the
aggregate amount of the Commitments (whether used or unused) at the close of
business on such day and (ii) for each day from and including the Termination
Date (or any earlier date on which the Commitments terminate in their
entirety) to but excluding the date the Loans shall be repaid in their
entirety, on the aggregate principal amount of the Loans outstanding on the
close of business on such day.  Facility fees accrued under this subsection
(b) shall be payable quarterly on each March 31, June 30, September 30 and
December 31 and upon any termination of the Commitments in their entirety.

     (c) Agent's Fee.  The Company shall pay to the Agent for its own account
fees in the amounts and at the times previously agreed upon between the
Company and the Agent.

     Section 2.7.  Optional Termination or Reduction of Commitments.   The
Company may, upon at least three Domestic Business Days' notice to the Agent,
(i) terminate the Commitments at any time, if no Loans are outstanding at
such time or (ii) proportionately reduce from time to time, by an aggregate
amount of at least $10,000,000, the aggregate amount of the Commitments in
excess of the aggregate outstanding principal amount of the Loans.

     Section 2.8.  Mandatory Termination of Commitments; Maturity of Loans.
The Commitments shall terminate on the Termination Date, and any Committed
Loans then outstanding (together with accrued interest thereon) shall be due
and payable on such date. Each Money Market Loan shall mature, and the
principal amount thereof (together with accrued interest thereon) shall be
due and payable, on the last day of the Interest Period applicable thereto.

     Section 2.9.  Optional Prepayments.   (a) The relevant Borrower may,
upon notice to the Agent given not later than 11:00 A.M. (New York City time)
on (i) the date of prepayment of its Base Rate Loans (or any Money Market
Borrowing bearing interest at the Base Rate pursuant to Section 8.01(a)),
(ii) the second Domestic Business Day prior to the date of prepayment of any
CD Borrowing and (iii) the third Euro-Dollar Business Day prior to the date
of prepayment of any Euro-Dollar Borrowing, prepay any such Borrowing in
whole at any time, or from time to time in part in amounts aggregating
$10,000,000 or a larger multiple of $1,000,000, by paying the principal
amount to be prepaid together with accrued interest thereon to the date of
prepayment.  Each such notice of prepayment shall specify which outstanding
Borrowing is to be prepaid in connection therewith.  Each such optional
prepayment shall be applied to prepay ratably the Loans of the several Banks
included in such Borrowing.




                                     -27-

<PAGE>


     
     
     (b) No Borrower may prepay all or any portion of the principal amount of
any Money Market Loan (except a Money Market LIBOR Loan bearing interest at
the Base Rate pursuant to Section 8.01(a)) prior to the maturity thereof.

     (c) Upon receipt of a notice of prepayment pursuant to this Section, the
Agent shall promptly notify each Bank of the contents thereof and of such
Bank's ratable share (if any) of such prepayment and such notice shall not
thereafter be revocable by the Borrower.

     Section 2.10.  General Provisions as to Payments.   (a) The relevant
Borrower shall make each payment of principal of, and interest on, the Loans
and of fees hereunder, not later than 12:00 noon (New York City time) on the
date when due, in Federal or other funds immediately available in New York
City, to the Agent at its address referred to in Section 11.01.  The Agent
will promptly distribute to each relevant Bank its ratable share of each such
payment received by the Agent for the account of the relevant Banks.
Whenever any payment of principal of, or interest on, the Domestic Loans or
of fees shall be due on a day which is not a Domestic Business Day, the date
for payment thereof shall be extended to the next succeeding Domestic
Business Day.  Whenever any payment of principal of, or interest on, the
Euro-Dollar Loans shall be due on a day which is not a Euro-Dollar Business
Day, the date for payment thereof shall be extended to the next succeeding
Euro-Dollar Business Day unless such Euro-Dollar Business Day falls in
another calendar month, in which case the date for payment thereof shall be
the next preceding Euro-Dollar Business Day.  Whenever any payment of
principal of, or interest on, the Money Market Loans shall be due on a day
which is not a Euro-Dollar Business Day, the date for payment thereof shall
be extended to the next succeeding Euro-Dollar Business Day.  If the date for
any payment of principal is extended by operation of law or otherwise,
interest thereon shall be payable for such extended time.

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

     Section 2.11.  Funding Losses.   If (i) a Borrower makes any payment of
principal with respect to any Fixed Rate Loan (pursuant to Article 2, 6 or 8
or otherwise) on any day other than the last day of an Interest Period
applicable thereto, (ii)  the Type of any CD Loan or Euro-Dollar Loan or the
Interest Period applicable to any such Loan is changed pursuant to Section
2.04 or Article 8 on any day other than the last day of an Interest Period




                                     -28-

<PAGE>


     
     
applicable to such Loan, (iii) a Borrower fails to borrow any Fixed Rate Loan
after notice of such borrowing has been given to any Bank in accordance with
Section 2.02(b) or 2.03(g), (iv) a Borrower prepays any Loan after a Notice
of Interest Rate Election electing to continue such Loan as, or to change it
to, a CD Loan or Euro-Dollar Loan has been given to any Bank in accordance
with Section 2.04 but before the Interest Period specified therein begins, or
(v) the Company requires a Bank to assign its rights with respect to any CD
Loan or Euro-Dollar Loan to a Substitute Bank pursuant to Section 8.05 on any
day other than the last day of an Interest Period applicable to such Loan,
the Company shall reimburse each Bank within 15 days after demand for any
resulting loss or expense incurred by it (or by any existing or prospective
Participant in the related Loan), including (without limitation) any loss
incurred in obtaining, liquidating or employing deposits from third parties,
but excluding loss of margin for the period after any such payment, change,
failure to borrow or assignment, provided that such Bank shall have delivered
to the Company a certificate as to the amount of such loss or expense, which
certificate shall be conclusive in the absence of manifest error.

     Section 2.12.  Computation of Interest and Fees.   Interest and fees
shall be computed on the basis of a year of 360 days (except that interest on
any Loan which bears interest during any period at the Prime Rate shall be
computed on the basis of a year of 365 or 366 days, as the case may be) and
paid for the actual number of days elapsed (including the first day but
excluding the last day).

     Section 2.13.  Notes.   (a) The Loans of each Bank to each Borrower
shall be evidenced by a single Note of such Borrower payable to the order of
such Bank for the account of its Applicable Lending Office in an amount equal
to the aggregate unpaid principal amount of such Bank's Loans to such
Borrower.

     (b) Each Bank may, by notice to a Borrower and the Agent, direct that
its Loans of a particular Type be evidenced by a separate Note of such
Borrower in an amount equal to the aggregate unpaid principal amount of such
Loans.  Each such Note shall be substantially in the form of Exhibit A hereto
with appropriate modifications to reflect the fact that it evidences solely
Loans of the relevant Type.  Each reference in this Agreement to the "Note"
of such Bank shall be deemed to refer to and include any or all of such
Notes, as the context may require.

     (c) Upon receipt of each Bank's Note pursuant to Section 3.01(b) or
3.03(a), the Agent shall send such Note to such Bank.  Each Bank shall record
the date and amount (and, in the case of a Money Market Loan, the maturity)
of each Loan made by it to each Borrower and the date and amount of each
payment of principal made with respect thereto, and prior to any transfer of
any of its Notes shall endorse on the schedule forming a part thereof
appropriate notations to evidence the foregoing information with respect to
each Loan made by it to such Borrower then outstanding; provided that the
failure of any Bank to make any such recordation or endorsement shall not
affect the obligations of any Borrower hereunder or under the Notes.  Each
Bank is hereby irrevocably authorized by each Borrower so to endorse its
Notes and to attach to and make a part of its Notes a continuation of any
such schedule as and when required.




                                     -29-

<PAGE>


     
     
     Section 2.14.  Withholding Tax Exemption.   Each Bank that is not
incorporated under the laws of the United States of America or a state
thereof agrees that it will deliver to each of the Company and the Agent, at
least one Domestic Business Day before interest or fees first become payable
hereunder for the account of such Bank, two duly completed copies of United
States Internal Revenue Service Form 1001 or 4224, in either case certifying
that such Bank is entitled to receive payments under this Agreement and the
Notes without deduction or withholding of any United States federal income
taxes.  Each Bank which so delivers a Form 1001 or 4224 further undertakes to
deliver to each of the Company and the Agent two additional copies of such
form (or a successor form) on or before the date that such form expires or
becomes obsolete or after the occurrence of any event requiring a change in
the most recent form so delivered by it, and such amendments thereto or
extensions or renewals thereof as may be reasonably requested by the Company
or the Agent, in each case certifying that such Bank is entitled to receive
payments under this Agreement and the Notes without deduction or withholding
of any United States federal income taxes, unless an event (including without
limitation any change in treaty, law or regulation) has occurred prior to the
date on which any such delivery would otherwise be required which renders all
such forms inapplicable or which would prevent such Bank from duly completing
and delivering any such form with respect to it and such Bank advises the
Company and the Agent that it is not capable of receiving payments without
any deduction or withholding of United States federal income tax.

     Section 2.15.  Judgment Currency.   If for the purpose of obtaining
judgment in any court it is necessary to convert a sum due from any Borrower
hereunder or under any of the Notes in United States dollars ("dollars") into
another currency, the parties hereto agree, to the fullest extent that they
may effectively do so, that the rate of exchange used shall be that at which
in accordance with normal banking procedures the Agent could purchase dollars
with such other currency at the Agent's New York office on the Domestic
Business Day preceding that on which final judgment is given.  The
obligations of each Borrower in respect of any sum due to any Bank or the
Agent hereunder or under any Note shall, notwithstanding any judgment in a
currency other than dollars, be discharged only to the extent that, on the
Domestic Business Day following receipt by such Bank or the Agent (as the
case may be) of any sum adjudged to be so due in such other currency, such
Bank or the Agent (as the case may be) may in accordance with normal banking
procedures purchase dollars with such other currency; if the amount of
dollars so purchased is less than the sum originally due to such Bank or the
Agent, as the case may be, in dollars, each Borrower agrees, to the fullest
extent that it may effectively do so, as a separate obligation and
notwithstanding any such judgment, to indemnify such Bank or the Agent, as
the case may be, against such loss, and if the amount of dollars so purchased
exceeds (a) the sum originally due to any Bank or the Agent, as the case may
be, and (b) any amounts shared with other Banks as a result of allocations of
such excess as a disproportionate payment to such Bank under Section 11.04,
such Bank or the Agent, as the case may be, agrees to remit such excess to
the appropriate Borrower.




                                     -30-

<PAGE>


     
     
     Section 2.16.  Foreign Withholding Taxes.     All payments by an
Eligible Subsidiary of principal of and interest on its Notes and of all
other amounts payable under this Agreement are intended to be payable without
deduction for or on account of any present or future taxes, duties or other
charges levied or imposed by the government of any jurisdiction outside the
United States of America or by any political subdivision or taxing authority
thereof or therein through withholding or deduction with respect to any such
payments.  If any such taxes, duties or other charges are so levied or
imposed, such Eligible Subsidiary will pay additional interest or will make
additional payments in such amounts that every net payment of principal of
and interest on its Notes and of all other amounts payable by it under this
Agreement, after withholding or deduction for or on account of any such
present or future taxes, duties or other charges, will not be less than the
amount provided for herein.  Such Eligible Subsidiary shall furnish promptly
to the Agent official receipts evidencing payment of the taxes so withheld or
deducted.

     Section 2.17.  Eligible Subsidiaries.   The Company may from time to
time cause any Wholly-Owned Consolidated Subsidiary to become eligible to
borrow under Sections 2.01 and 2.03 by delivering to the Agent an Election to
Participate with respect to such Subsidiary.  The eligibility of any such
Subsidiary to borrow under said Sections shall terminate when the Agent
receives an Election to Terminate with respect to such Subsidiary.  Each
Election to Participate delivered to the Agent shall be duly executed on
behalf of the relevant Subsidiary and the Company, and each Election to
Terminate delivered to the Agent shall be duly executed on behalf of the
Company, in such number of copies as the Agent may request.  The delivery of
an Election to Terminate shall not affect any obligation of the relevant
Subsidiary theretofore incurred.  The Agent shall promptly give notice to the
Banks of its receipt of any Election to Participate or Election to Terminate.

     Section 2.18.  Regulation D Compensation.  Each Bank may require each
Borrower to pay, contemporaneously with each payment of interest on its Euro-
Dollar Loans, additional interest on the related Euro-Dollar Loan of such
Bank at a rate per annum determined by such Bank up to but not exceeding the
excess of (i) (A) the applicable London Interbank Offered Rate divided by (B)
one minus the Euro-Dollar Reserve Percentage applicable to such Bank over
(ii) the applicable London Interbank Offered Rate.  Any Bank wishing to
require payment of such additional interest (x) shall so notify the Company
and the Agent, in which case such additional interest on the Euro-Dollar
Loans of such Bank shall be payable to such Bank at the place indicated in
such notice with respect to each Interest Period commencing at least three
Euro-Dollar Business Days after such Bank gives such notice and (y) shall
notify the relevant Borrower at least five Euro-Dollar Business Days before
each date on which interest is payable on the Euro-Dollar Loans of the amount
then due to such Bank under this Section.




                                     -31-

<PAGE>


     
     
     Section 2.19.  Termination of Existing Credit Agreement.    On the
Effective Date the Company shall (i) terminate the commitments of the banks
under the Existing Credit Agreement pursuant to Section 2.07 thereof and (ii)
pay in full the principal of and accrued interest on each loan (if any) then
outstanding thereunder and all facility fees and commitment fees accrued
thereunder to but excluding the Effective Date.  The Banks which are parties
to the Existing Credit Agreement waive the provisions thereof to the extent
(and only to the extent) that such provisions would otherwise require the
Company to give prior notice of such termination of commitments and
prepayment (if any) thereunder.

     
     
                                   ARTICLE 3

                                   Conditions

     Section 3.1.  Effectiveness.   This Agreement shall become effective on
the date (the "Effective Date"), which shall not be later than April 15,
1997, on which all of the following conditions shall have been satisfied (or
waived in accordance with Section 11.05):

               (a) receipt by the Agent of counterparts hereof
          signed by each of the parties hereto (or, in the case of
          any party as to which an executed counterpart shall not
          have been received, receipt by the Agent in form
          satisfactory to it of telegraphic, telex, facsimile or
          other written confirmation from such party of execution
          of a counterpart hereof by such party);
          
               (b) receipt by the Agent for the account of each
          Bank of a duly executed Note of the Company, dated on or
          before the Effective Date, complying with the provisions
          of Section 2.13;
          
               (c) receipt by the Agent of opinions of Simpson
          Thacher & Bartlett, special counsel for the Company, and
          Thomas M. Lemberg, Senior Vice President and General
          Counsel of the Company, substantially in the form of
          Exhibit E hereto and Exhibit F hereto, respectively and
          covering such additional matters relating to the
          transactions contemplated hereby as the Required Banks
          may reasonably request;
          



                                     -32-

<PAGE>


               
               
               (d) receipt by the Agent of an opinion of Davis Polk
          & Wardwell, special counsel for the Agent, substantially
          in the form of Exhibit G hereto and covering such
          additional matters relating to the transactions
          contemplated hereby as the Required Banks may reasonably
          request;
          
               (e) receipt by the Agent of a certificate signed by
          the Vice President and Treasurer and the Senior Vice
          President and General Counsel of the Company to the
          effect set forth in clauses (c) and (d) of Section 3.02;
          
               (f) receipt by the Agent of a notice from the
          Company pursuant to Section 2.07 of the Existing Credit
          Agreement terminating the commitments of the banks
          thereunder on the Effective Date;
          
               (g) receipt by the Agent of evidence satisfactory to it that
          all accrued but unpaid fees payable and all principal of and
          accrued but unpaid interest on any Loans made under the Existing
          Credit Agreement shall have been paid in full; and
          
               (h) receipt by the Agent of all documents it may
          reasonably request relating to the existence of the
          Company, the corporate authority for and the validity of
          this Agreement and the Notes, and any other matters
          relevant hereto, all in form and substance reasonably
          satisfactory to the Agent.
          
The opinions and certificates referred to in clauses (c), (d) and (e) of this
Section shall be dated the Effective Date.  The Company instructs each of the
counsel referred to in clause (c) of this Section to prepare the opinions
referred to in clause (c) and deliver them to the Agent for the benefit of
the Agent and the Banks. The Agent shall promptly notify the other parties
hereto of the Effective Date, and such notice shall be conclusive and binding
on all parties hereto.

     Section 3.2.  Borrowings.   The obligation of any Bank to make a Loan on
the Funding Date for any Borrowing is subject to the satisfaction of the
following conditions:




                                     -33-

<PAGE>


     
     
               (a) receipt by the Agent of a Notice of Borrowing as
          required by Section 2.02 or 2.03, as the case may be;
          
               (b) the fact that, immediately after the Borrowing
          hereunder on such Funding Date, the aggregate outstanding
          principal amount of the Loans shall not exceed the
          aggregate amount of the Commitments;
          
               (c) the fact that, immediately after the Borrowing
          hereunder on such Funding Date, no Default shall have
          occurred and be continuing; and
          
               (d)  the fact that the representations and
          warranties of the Company contained in this Agreement
          shall be true on and as of such Funding Date.
          
Each such Borrowing hereunder shall be deemed to be a representation and
warranty by the Borrower on the Funding Date as to the facts specified in
clauses (b), (c) and (d) of this Section, except as otherwise disclosed in
writing by the Company to the Banks.

     Section 3.3.  First Borrowing by Each Eligible Subsidiary.  The
obligation of each Bank to make a Loan on the Funding Date for the first
Borrowing by each Eligible Subsidiary is subject to the satisfaction of the
following further conditions:

               (a) receipt by the Agent for the account of each
          Bank of a duly executed Note of such Eligible Subsidiary,
          dated on or before such Funding Date, complying with the
          provisions of Section 2.13;
          
               (b) receipt by the Agent of one or more opinions of
          counsel for such Eligible Subsidiary acceptable to the
          Agent, which taken together cover the matters set forth
          in Exhibit J hereto and cover such additional matters
          relating to the transactions contemplated hereby as the
          Required Banks may reasonably request; and
          
               (c) receipt by the Agent of all documents which it
          may reasonably request relating to the existence of such
          Eligible Subsidiary, the corporate authority for and the
          validity of the Election to Participate of such Eligible
          Subsidiary, this Agreement and the Notes of such Eligible
          Subsidiary, and any other matters relevant thereto, all
          in form and substance reasonably satisfactory to the
          Agent.
          



                                     -34-

<PAGE>


               
               
The opinions referred to in clause (b) of this Section shall be dated no
earlier than the date of such Eligible Subsidiary's Election to Participate
and no later than the Funding Date for its first Borrowing hereunder.
     
     
                                   ARTICLE 4

                         Representations and Warranties of the Company

     The Company represents and warrants that:

     Section 4.1.  Corporate Existence and Power.   The Company is a
corporation duly incorporated, validly existing and in good standing under
the laws of the State of Delaware, and has all corporate powers and all
material governmental licenses, authorizations, consents and approvals
required to carry on its business as now conducted.

     Section 4.2.  Corporate and Governmental Authorization; No
Contravention.   The execution and delivery by the Company of this Agreement
and its Notes and the performance of its obligations hereunder and thereunder
(i) are within the Company's corporate powers and have been duly authorized
by all necessary corporate action, (ii)  require no action by or in respect
of, or filing with, any governmental body, agency or official, and (iii) do
not contravene, or constitute a default under, any provision of applicable
law or regulation or of the certificate of incorporation or by-laws of the
Company or of any agreement, judgment, injunction, order, decree or other
instrument binding upon the Company or result in the creation or imposition
of any Lien on any asset of the Company or any of its Subsidiaries.

     Section 4.3.  Binding Effect.   This Agreement constitutes a valid and
binding agreement of the Company and the Company's Notes, when executed and
delivered in accordance with this Agreement, will constitute valid and
binding obligations of the Company, in each case enforceable in accordance
with its terms except as may be limited by (i) bankruptcy, insolvency or
similar laws affecting creditors' rights generally and (ii) equitable
principles of general applicability.

     Section 4.4.  Financial Information; No Material Adverse Change.    (a)
The consolidated balance sheet of the Company and its Consolidated
Subsidiaries as of December 31, 1995 and the related consolidated statements
of earnings, cash flows and changes in common stockholders' equity for the
Fiscal Year then ended, reported on by KPMG Peat Marwick LLP and set forth in
the Company's 1995 Form 10-K, a copy of which has been delivered to each of
the Banks, fairly present, in conformity with generally accepted accounting
principles, the consolidated financial position of the Company and its
Consolidated Subsidiaries as of such date and their consolidated results of
operations and cash flows for such Fiscal Year.




                                     -35-

<PAGE>


     
     
     (b) The unaudited consolidated balance sheet of the Company and its
Consolidated Subsidiaries as of September 29, 1996 and the related unaudited
consolidated statements of earnings, cash flows and changes in common
stockholders' equity for the nine months then ended, set forth in the
Company's Third Quarter 1996 Form 10-Q, a copy of which has been delivered to
each of the Banks, fairly present, in conformity with generally accepted
accounting principles applied on a basis consistent with the financial
statements referred to in subsection (a) of this Section, the consolidated
financial position of the Company and its Consolidated Subsidiaries as of
such date and their consolidated results of operations and cash flows for
such nine-month period (subject to normal year-end adjustments).

     (c) Since September 29, 1996 there has been no material adverse change
in the business, financial position or results of operations of the Company
and its Consolidated Subsidiaries, considered as a whole.

     Section 4.5.  Litigation.   (a) Except as disclosed in the Company's
1995 Form 10-K and the Company's Third Quarter 1996 Form 10-Q, there is no
(i) injunction, stay, decree or order issued by any court or arbitrator or
any governmental body, agency or official or (ii) action, suit or proceeding
pending against, or to the knowledge of the Company threatened against or
affecting, the Company or any of its Subsidiaries before any court or
arbitrator or any governmental body, agency or official in which there is a
reasonable possibility of an adverse decision, in either case (A) which could
materially adversely affect the business, financial position or results of
operations of the Company and its Consolidated Subsidiaries, considered as a
whole, or (B) which could materially adversely affect the ability of the
Company to perform any of its obligations under this Agreement or its Notes.

     (b) There is no (i) injunction, stay, decree or order issued by any
court or arbitrator or any governmental body, agency or official or (ii)
action, suit or proceeding pending against, or to the knowledge of the
Company threatened against or affecting, the Company or any of its
Subsidiaries before any court or arbitrator or any governmental body, agency
or official in which there is a reasonable possibility of an adverse
decision, in either case which in any manner draws into question the validity
of this Agreement or the Notes.

     Section 4.6.  Compliance with ERISA.   Each member of the ERISA Group
has fulfilled its obligations under the minimum funding standards of ERISA
and the Code with respect to each Plan and is in compliance in all material
respects with the presently applicable provisions of ERISA and the Code with
respect to each Plan.  No member of the ERISA Group has (i) sought a waiver
of the minimum funding standard under Section 412 of the Code in respect of




                                     -36-

<PAGE>


     
     
any Plan, (ii) failed to make any contribution or payment to any Plan or
Multiemployer Plan, or made any amendment to any Plan, which has resulted or
could result in the imposition of a Lien under Section 412(n) of the Code or
the posting of a bond or other security under Section 401(a)(29) of the Code
(including, in the case of both Section 412(n) and 401(a)(29) of the Code,
the similar subsections of Section 302 and 307 of ERISA) or (iii) incurred
any liability under Title IV of ERISA other than a liability to the PBGC for
premiums under Section 4007 of ERISA that has not been paid or satisfied
prior to the date hereof.

     Section 4.7.  Taxes.   United States Federal income tax returns of the
Company and its Subsidiaries (other than Foreign Subsidiaries) have been
examined and closed through the Fiscal Year ended December 31, 1988.  The
Company and its Subsidiaries have filed all United States Federal income tax
returns and all other material tax returns which are required to be filed by
them and have paid all taxes due pursuant to such returns or pursuant to any
assessment received by the Company or any Subsidiary, except to the extent
that such assessment is being contested by the Company or any Subsidiary in
good faith by appropriate proceedings.  The charges, accruals and reserves on
the books of the Company and its Subsidiaries in respect of taxes or other
governmental charges are, in the opinion of the Company, adequate.

     Section 4.8.  Subsidiaries.   Each of the Company's corporate
Subsidiaries is a corporation duly incorporated, validly existing and in good
standing under the laws of its jurisdiction of incorporation, and has all
corporate powers and all material governmental licenses, authorizations,
consents and approvals required to carry on its business as now conducted.

     Section 4.9.  No Regulatory Restrictions on Borrowing.   No Borrower is
(i) an "investment company" within the meaning of the Investment Company Act
of 1940, as amended, (ii) a "holding company" or a subsidiary of a "holding
company" within the meaning of the Public Utility Holding Company Act of
1935, as amended, or (iii) otherwise subject to any regulatory scheme which
restricts its ability to incur debt.

     Section 4.10.  Compliance with Laws.   The Company and each of its
Subsidiaries is in compliance in all material respects with all applicable
laws, rules and regulations, other than laws, rules or regulations (i) the
validity or applicability of which the Company or such Subsidiary is
contesting in good faith or (ii) the failure to comply with which cannot
reasonably be expected to have consequences which would materially adversely
affect the business, financial position or results of operations of the
Company and its Consolidated Subsidiaries, considered as a whole.

     Section 4.11.  No Defaults.   Neither the Company nor any of its
Subsidiaries is in violation of, or in default under, any term or provision
of any charter, by-law, mortgage, indenture, agreement, instrument, statute,
rule, regulation, judgment, decree, order, writ or injunction applicable to
it, such that such violations and defaults in the aggregate could reasonably
be expected to materially adversely affect the business, financial position
or results of operations of the Company and its Consolidated Subsidiaries,
considered as a whole, or the ability of the Company to perform in any
material respect its obligations under this Agreement or its Notes.




                                     -37-

<PAGE>


     
     
     Section 4.12.  Possession of Franchises, Licenses, etc.   The Company
and its Subsidiaries own or possess all franchises, patents, trademarks,
service marks, trade names, copyrights, licenses and other rights that are
necessary in any material respect for the ownership and operation of their
respective properties and businesses, and neither the Company nor any of its
Subsidiaries is in violation of any provision thereof in any respect that
could reasonably be expected to have a materially adverse effect on the
business, financial position or results of operations of the Company and its
Consolidated Subsidiaries, considered as a whole.

     Section 4.13.  Full Disclosure.   All information (other than
projections) heretofore furnished by the Company or any Subsidiary to the
Agent or any Bank for purposes of or in connection with this Agreement or any
transaction contemplated hereby, when taken as a whole, was, and all such
information hereafter furnished by the Company or any Subsidiary to the Agent
or any Bank will be, true and accurate in all material respects or based on
reasonable estimates on the date as of which such information is stated or
certified.  The Company has disclosed to the Banks in writing any and all
facts known to any officer of the Company which materially and adversely
affect or may materially and adversely affect (to the extent the Company can
now reasonably foresee) the business, financial position or results of
operations of the Company and its Consolidated Subsidiaries, considered as a
whole.

     Section 4.14.  Environmental Matters.  Except with respect to any matter
disclosed under the heading "Environmental Compliance" in the Company's 1995
Form 10-K, the Company reasonably believes the costs of compliance with
Environmental Laws, and associated liabilities, are unlikely to have a
material adverse effect on the business, financial condition or results of
operations of the Company and its Consolidated Subsidiaries, considered as a
whole, provided that the inclusion of such exception does not indicate that
any such matter will have such a material adverse effect.

     
     
                                   ARTICLE 5

                                   Covenants

     The Company agrees that, so long as any Bank has any Commitment
hereunder or any amount payable under any Note remains unpaid:

     Section 5.1.  Information.   The Company will deliver to each of the
Banks:




                                     -38-

<PAGE>


     
     
               (a) as soon as available and in any event within 90 days after
          the end of each Fiscal Year, a consolidated balance sheet of the
          Company and its Consolidated Subsidiaries as of the end of such
          Fiscal Year and the related consolidated statements of earnings,
          cash flows and changes in common stockholders' equity for such
          Fiscal Year, setting forth in each case in comparative form the
          figures for the previous Fiscal Year, all in reasonable detail and
          reported on (in a manner acceptable to the Securities and Exchange
          Commission for use in filings under the Exchange Act) by KPMG Peat
          Marwick LLP or other independent public accountants of nationally
          recognized standing;
          
               (b) as soon as available and in any event within 45
          days after the end of each of the first three Fiscal
          Quarters of each Fiscal Year, a consolidated balance
          sheet of the Company and its Consolidated Subsidiaries as
          of the end of such Fiscal Quarter and the related
          consolidated statements of earnings, cash flows and
          changes in common stockholders' equity for such Fiscal
          Quarter and for the portion of such Fiscal Year ended at
          the end of such Fiscal Quarter, setting forth in each
          case in comparative form the figures for the
          corresponding Fiscal Quarter in, and the corresponding
          portion of, the previous Fiscal Year, all certified
          (subject to normal year-end adjustments) as to fairness
          of presentation and consistency by the chief financial
          officer or the chief accounting officer of the Company;
          
               (c) simultaneously with the delivery of each set of
          financial statements referred to in clauses (a) and (b)
          of this Section, a certificate of the chief financial
          officer or the chief accounting officer of the Company
          (i) setting forth in reasonable detail such calculations
          as are required to establish whether the Company was in
          compliance with the requirements of Sections 5.07 through
          5.11, inclusive, on the date of such financial
          statements, (ii) stating whether, to the knowledge of
          such officer, any Default exists on the date of such
          certificate and, if any Default then exists, setting
          forth the details thereof and the action that the Company
          is taking or proposes to take with respect thereto, (iii)
          stating whether, to the knowledge of such officer, since
          the date of the most recent previous delivery of
          financial statements pursuant to clause (a) or (b) of
          this Section, there has been any material adverse change
          in the business, financial position or results of
          operations of the Company and its Consolidated
          Subsidiaries, considered as a whole, and, if so, the
          nature of such material adverse change, and (iv)  stating
          whether, since the date of the most recent financial
          statements previously delivered pursuant to clause (a) or
          (b) of this Section, there has been a material change in
          the generally accepted accounting principles applied in
          preparing the financial statements being delivered and,
          if so, describing such change and the effect thereof;
          



                                     -39-

<PAGE>


               
               
               (d) simultaneously with the delivery of each set of
          financial statements referred to in clause (a) of this
          Section, a statement of the firm of independent public
          accountants which reported on such statements (i) stating
          that its audit examination has included a review of the
          terms of this Agreement as they relate to financial or
          accounting matters, (ii) stating whether anything has
          come to its attention to cause it to believe that any
          Default existed on the date of such statements and (iii)
          confirming the calculations set forth in the officer's
          certificate delivered simultaneously therewith pursuant
          to clause (c) of this Section;
          
               (e) within five days after any executive officer of
          the Company obtains knowledge of any Default, if such
          Default is then continuing, a certificate of the chief
          financial officer or the chief accounting officer of the
          Company setting forth the details thereof and the action
          which the Company is taking or proposes to take with
          respect thereto;
          
               (f) promptly upon any change in the rating by S&P or
          Moody's of the Company's senior unsecured long-term debt
          securities (without third-party credit enhancement), a
          certificate of the chief financial officer, chief
          accounting officer or treasurer of the Company reporting
          such change and stating the date on which such change was
          publicly announced by the relevant rating agency;
          
               (g) promptly upon the mailing thereof to the
          shareholders of the Company generally, copies of all
          financial statements, reports and proxy statements so
          mailed;
          



                                     -40-

<PAGE>


               
               
               (h) promptly upon the filing thereof, copies of all
          registration statements (other than the exhibits thereto
          and any registration statements on Form S-8 or its
          equivalent) and reports on Forms 10-K, 10-Q and 8-K (or
          their equivalents) which the Company shall have filed
          with the Securities and Exchange Commission;
          
               (i) if and when any member of the ERISA Group (i)
          gives or is required to give notice to the PBGC of any
          "reportable event" (as defined in Section 4043 of ERISA)
          with respect to any Plan which might constitute grounds
          for a termination of such Plan under Title IV of ERISA,
          or knows that the plan administrator of any Plan has
          given or is required to give notice of any such
          reportable event, a copy of the notice of such reportable
          event that was given or that should have been given to
          the PBGC; (ii)  receives notice of complete or partial
          withdrawal liability under Title IV of ERISA or notice
          that any Multiemployer Plan is in reorganization, is
          insolvent or has been terminated, a copy of such notice;
          (iii) receives notice from the PBGC under title IV of
          ERISA of an intent to terminate, impose liability (other
          than for premiums under Section 4007 of ERISA) in respect
          of, or appoint a trustee to administer any Plan, a copy
          of such notice; (iv) applies for a waiver of the minimum
          funding standard under Section 412 of the Code, a copy of
          such application; (v) gives notice of intent to terminate
          any Plan under Section 4041(c) of ERISA, a copy of such
          notice and other information filed with the PBGC; (vi)
          gives notice of withdrawal from any Plan pursuant to
          Section 4063 of ERISA, a copy of such notice; (vii) fails
          to make any payment or contribution to any Plan or
          Multiemployer Plan or makes any amendment to any Plan
          which has resulted or could result in the imposition of a
          Lien or the posting of a bond or other security, a
          certificate of the chief financial officer or the chief
          accounting officer of the Company setting forth details
          as to such occurrence and action, if any, which the
          Company or applicable member of the ERISA Group is
          required or proposes to take or (viii) receives a
          completed actuarial valuation report relating to any Plan
          or Plans a copy of such report (but only if and to the
          extent that delivery of copies thereof is requested by
          the Agent); and
          



                                     -41-

<PAGE>


               
               
               (j) from time to time such additional information
          regarding the business, financial position or results of
          operations of the Company or any of its Subsidiaries as
          the Agent, at the request of any Bank, may reasonably
          request.
          
     Section 5.2.  Payment of Obligations.   The Company will pay and
discharge, and will cause each Subsidiary to pay and discharge, at or before
maturity, all their respective material obligations and liabilities,
including, without limitation, tax liabilities, except where the same may be
contested in good faith by appropriate proceedings, and will maintain, and
will cause each Subsidiary to maintain, in accordance with generally accepted
accounting principles, appropriate reserves for the accrual of any of the
same.

     Section 5.3.  Maintenance of Property; Insurance.   (a) The Company will
keep, and will cause each Subsidiary to keep, all property necessary in its
business in good working order and condition, ordinary wear and tear
excepted.

     (b) The Company will maintain, and will cause each Subsidiary to
maintain, (i)  physical damage insurance on all real and personal property
covering the repair and replacement cost of all such property and
consequential loss coverage for business interruption and extra expense, (ii)
public liability insurance (including products/completed operations liability
coverage) in an amount not less than $80,000,000, and (iii) such other
insurance coverage in such amounts and with respect to such risks as the
Required Banks may reasonably request; provided that the Company shall not be
required to maintain insurance specified in this subsection (A) if an
independent insurance broker, agent or other representative reasonably
satisfactory to the Required Banks shall certify to the Banks that such
requirement with respect to such insurance cannot be complied with in a
recognized insurance market of the United States or of any other country by
reason of (x) the unavailability to companies of established repute engaged
in the same or a similar business of insurance with respect to one or more
risks so required to be insured against or (y) the amount of insurance so
required to be maintained, or (B) with respect to any assets sold by the
Company, for events occurring after the sale of such assets.  All such
insurance shall be provided by insurers having an A.M. Best policyholders
rating of not less than B+ or such other insurers as the Required Banks may
approve in writing.  The Company will deliver to the Banks upon request of
any Bank through the Agent from time to time full information as to the
insurance carried.

     Section 5.4.  Conduct of Business and Maintenance of Existence.   The
Company will continue, and will cause each Subsidiary to continue, to engage
in business of the same general type as now conducted by the Company and its
Subsidiaries, and will preserve, renew and keep in full force and effect, and
will cause each Subsidiary to preserve, renew and keep in full force and
effect, their respective corporate existence (except as permitted under
Section 5.12 and except for the liquidation of any Subsidiary) and their
respective material rights, privileges and franchises necessary in the normal
conduct of business.




                                     -42-

<PAGE>


     
     
     Section 5.5.  Compliance with Laws.   The Company will comply, and cause
each Subsidiary to comply, in all material respects with all applicable laws,
ordinances, rules, regulations and requirements of governmental authorities
(including, without limitation, Environmental Laws and ERISA and the rules
and regulations thereunder), except where the necessity of compliance
therewith is contested in good faith by appropriate proceedings or where
noncompliance would not have a material adverse effect on the business,
financial condition or results of operations of the Company and its
Consolidated Subsidiaries, considered as a whole.

     Section 5.6.  Inspection of Property, Books and Records.   The Company
will keep, and will cause each Subsidiary to keep, proper books of record and
account in which full, true and correct entries shall be made of all dealings
and transactions relating to its business and activities; and will permit,
and will cause each Subsidiary to permit, representatives of any Bank at such
Bank's expense to visit and inspect any of their respective properties, to
examine and make abstracts from any of their respective books and records and
to discuss their respective affairs, finances and accounts with their
respective officers, employees and independent public accountants, all at
such reasonable times and as often as may reasonably be desired.

     Section 5.7.  Interest Coverage Ratio.   At the end of each Fiscal
Quarter, the ratio of (i) Consolidated EBIT to (ii) Consolidated Interest
Expense, in each case for the four consecutive Fiscal Quarters then ended,
will not be less than 2.50 to 1.

     Section 5.8.  Leverage Ratio.   The ratio of (i) Consolidated Debt to
(ii)  Consolidated Adjusted Net Worth will not exceed 1.25 to 1 at any time.

     Section 5.9.  Minimum Consolidated Adjusted Net Worth.    (a) At no time
will Consolidated Adjusted Net Worth be less than Minimum Consolidated
Adjusted Net Worth.  "Minimum Consolidated Adjusted Net Worth" means
$560,000,000 as such amount is adjusted from time to time pursuant to
subsection (b) of this Section.

     (b) Minimum Consolidated Adjusted Net Worth shall be adjusted from time
to time as follows:

               (i) at the end of each Fiscal Quarter ending after
          December 31, 1996, permanently increased (but not
          decreased) by the amount (if any) necessary so that
          cumulative increases pursuant to this clause (i) equal
          50% of Consolidated Net Income for the period beginning
          on January 1, 1997 and ending at the end of such Fiscal
          Quarter; and
          



                                     -43-

<PAGE>


               
               
               (ii) permanently increased, on the date of any issuance or
          sale of Additional Equity after December 31, 1996, by an amount
          equal to 50% of any increase in Consolidated Adjusted Net Worth
          attributable to such issuance or sale of Additional Equity.
          
     Section 5.10.  Subsidiary Debt.   (a) The Company will not permit any of
its Subsidiaries to incur or at any time be liable with respect to any Debt
except:

               (i) Debt outstanding under this Agreement and the
          Notes;
          
               (ii) Debt owing to the Company or to a Subsidiary;
          
               (iii) Debt incurred by any Foreign Subsidiary for
          bona fide hedging purposes in an aggregate principal
          amount at any one time outstanding for all Foreign
          Subsidiaries not exceeding $250,000,000;
          
               (iv) Guarantees by Foreign Subsidiaries of Debt
          specified in clause (iii) above;
          
               (v) Debt incurred by any Foreign Subsidiary, the proceeds of
          which are used to pay amounts owing to the Company, in an aggregate
          principal amount at any one time outstanding for all Foreign
          Subsidiaries not exceeding $35,000,000; and
          
               (vi) additional Debt, not otherwise permitted under
          this Section, in an aggregate principal or face amount
          outstanding at any time not exceeding $10,000,000.
          
     (b) The Company will not permit any of its Subsidiaries to issue or
permit to be outstanding any preferred stock of such Subsidiary other than
preferred stock owned by the Company or by a Wholly-Owned Consolidated
Subsidiary.

     Section 5.11.  Negative Pledge.   Neither the Company nor any Subsidiary
will create, assume or suffer to exist any Lien on any asset now owned or
hereafter acquired by it (other than treasury stock of the Company), except:




                                     -44-

<PAGE>


     
     
               (a) Liens on any asset of a Foreign Subsidiary
          securing (i) Debt described in Section 5.10(a)(iii) or
          (ii) Guarantees described in Section 5.10(a)(iv);
          
               (b) any Lien existing on any asset of any
          corporation at the time such corporation becomes a
          Subsidiary and not created in contemplation of such
          event;
          
               (c) any Lien on any asset securing Debt incurred or
          assumed solely for the purpose of financing all or any
          part of the cost of acquiring or improving such asset
          (including any Lien on any asset deemed to exist by
          reason of the second sentence of the definition of Lien);
          provided that such Lien attaches (or is so deemed to
          attach) to such asset concurrently with or within 90 days
          after the acquisition or completion of the improvement
          thereof;
          
               (d) any Lien on any asset of any corporation
          existing at the time such corporation is merged or
          consolidated with or into the Company or a Subsidiary and
          not created in contemplation of such event;
          
               (e) any Lien existing on any asset prior to the
          acquisition thereof by the Company or a Subsidiary and
          not created in contemplation of such acquisition;
          
               (f) any Lien arising out of the refinancing,
          extension, renewal or refunding of any Debt secured by
          any Lien permitted by any of the foregoing clauses of
          this Section, provided that such Debt is not increased
          and is not secured by any additional assets;
          
               (g) Liens for taxes not delinquent or being
          contested in good faith and by appropriate proceedings;
          
               (h) deposits or pledges to secure obligations under
          workers' compensation, social security or similar laws,
          or under unemployment insurance;
          
               (i)  mechanics', workers', materialmen's or other
          like Liens arising in the ordinary course of business
          with respect to obligations which are not due or which
          are being contested in good faith;
          



                                     -45-

<PAGE>


               
               
               (j) Liens arising in the ordinary course of its
          business which (i) do not secure Debt, (ii) do not secure
          any monetary obligation in an amount exceeding
          $50,000,000 and (iii) do not in the aggregate materially
          detract from the value of its assets or materially impair
          the use thereof in the operation of its business; and
          
               (k) Liens not otherwise permitted by the foregoing
          clauses of this Section securing Debt in an aggregate
          principal amount at any time outstanding not to exceed
          the higher of (i) $30,000,000 and (ii) 5% of Consolidated
          Adjusted Net Worth.
          
     Section 5.12.  Consolidations, Mergers and Sales of Assets.   (a) The
Company will not (i) consolidate with or merge with or into any other Person
(other than in a transaction in which the Company is the surviving
corporation provided that immediately after giving effect to such
consolidation or merger, no Default shall have occurred and be continuing) or
(ii) sell, assign, lease, transfer or otherwise dispose of, directly or
indirectly, all or substantially all of its assets to any other Person.  The
Company will not permit any of its Subsidiaries to consolidate with or merge
with or into any Person unless  the Company or a Subsidiary is the
corporation surviving such consolidation or merger.

     (b) The Company will not, and will not permit any of its Subsidiaries
to, sell, assign, lease, transfer or otherwise dispose of any assets if the
consideration received for such assets is less than the fair market value
thereof.

     Section 5.13.  Fiscal Year.   The Company will not change its Fiscal
Year from the calendar year.

     Section 5.14.  Use of Proceeds.   The proceeds of the Loans will be used
by the Borrowers for working capital and other general corporate purposes,
including acquisitions.  None of such proceeds will be used in violation of
any applicable law or regulation.

     
     
                                   ARTICLE 6

                                   Defaults

     Section 6.1.  Events of Default.  If one or more of the following events
("Events of Default") shall have occurred and be continuing:




                                     -46-

<PAGE>


     
     
               (a) any principal of any Loan shall not be paid when
          due or any interest on any Loan, any fee or any other
          amount payable hereunder shall not be paid within three
          Domestic Business Days after the due date thereof;
          
               (b)  the Company shall fail to observe or perform
          any covenant contained in Section 5.01(e) or Sections
          5.07 to 5.14, inclusive;
          
               (c) the Company shall fail to perform any covenant
          contained in Section 5.01(a) or (b) and such failure
          shall continue for five days;
          
               (d) any Borrower or any Subsidiary shall fail to
          observe or perform any covenant or agreement on its part
          contained in this Agreement (other than those covered by
          clause (a), (b) or (c) above) for 30 days after written
          notice thereof has been given to the Company by the Agent
          at the request of any Bank;
          
               (e)  any representation, warranty, certification or
          statement made by any Borrower or any Subsidiary in this
          Agreement or in any certificate, financial statement or
          other document delivered pursuant hereto shall prove to
          have been incorrect in any material respect when made (or
          deemed made);
          
               (f) the Company or any Subsidiary shall fail to make
          any payment in respect of any Debt (other than the Notes)
          when due and such failure shall continue for more than
          any expressly applicable period of grace with respect
          thereto, and the aggregate principal amount of such Debt
          and any Debt referred to in clause (g) below is at least
          $10,000,000;
          
               (g)  the Company or any Subsidiary shall fail to
          observe or perform any term, covenant or agreement
          contained in any agreement or instrument (other than this
          Agreement or the Notes) by which it is bound evidencing
          or securing or relating to any Debt or any other
          condition or event shall occur, if the effect thereof is
          to accelerate the maturity thereof or to permit the
          holder or holders of such Debt or a trustee or other
          representative acting on their behalf to cause or declare
          acceleration of the maturity thereof, and the aggregate
          principal amount of such Debt and any Debt referred to in
          clause (f) above is at least $10,000,000;
          



                                     -47-

<PAGE>


               
               
               (h) the Company or any Subsidiary shall commence a
          voluntary case or other proceeding seeking liquidation,
          reorganization or other relief with respect to itself or
          its debts under any bankruptcy, insolvency or other
          similar law now or hereafter in effect or (except in the
          case of a Foreign Subsidiary being liquidated for reasons
          other than insolvency) seeking the appointment of a
          trustee, receiver, liquidator, custodian or other similar
          official of it or any substantial part of its property,
          or shall consent to any such relief or to the appointment
          of or taking possession by any such official in an
          involuntary case or other proceeding commenced against
          it, or shall make a general assignment for the benefit of
          creditors, or shall fail generally to pay its debts as
          they become due, or shall take any corporate action to
          authorize any of the foregoing;
          
               (i) an involuntary case or other proceeding shall be
          commenced against the Company or any Subsidiary seeking
          liquidation, reorganization or other relief with respect
          to it or its debts under any bankruptcy, insolvency or
          other similar law now or hereafter in effect or seeking
          the appointment of a trustee, receiver, liquidator,
          custodian or other similar official of it or any
          substantial part of its property, and such involuntary
          case or other proceeding shall remain undismissed and
          unstayed for a period of 60 days; or an order for relief
          shall be entered against the Company or any Subsidiary
          under the federal bankruptcy laws as now or hereafter in
          effect;
          
               (j) any member of the ERISA Group shall fail to pay
          when due an amount or amounts aggregating in excess of
          $10,000,000 which it shall have become liable to pay
          under Title IV of ERISA; or notice of intent to terminate
          a Material Plan shall be filed under Title IV of ERISA by
          any member of the ERISA Group, any plan administrator or
          any combination of the foregoing; or the PBGC shall
          institute proceedings under Title IV of ERISA to
          terminate, to impose liability (other than for premiums
          under Section 4007 of ERISA) in respect of, or to cause a
          trustee to be appointed to administer any Material Plan;
          or a condition shall exist by reason of which the PBGC
          would be entitled to obtain a decree adjudicating that
          any Material Plan must be terminated; or there shall
          occur a complete or partial withdrawal from, or a
          default, within the meaning of Section 4219(c)(5) of
          ERISA, with respect to, one or more Multi-employer Plans
          which could cause one or more members of the ERISA Group
          to incur a payment obligation payable in the current year
          in excess of $10,000,000;
          



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<PAGE>


               
               
               (k) a final and unappealable judgment or order for
          the payment of money in excess of $10,000,000 (excluding
          any portion thereof covered by insurance and as to which
          the insurance company has admitted liability) shall be
          rendered against the Company or any Subsidiary and such
          judgment or order shall continue unsatisfied and unstayed
          for a period of 30 days; provided that, if such judgment
          or order permits amounts to be paid over a greater period
          of time, such judgment or order may continue unsatisfied
          as to such amounts for such greater period; or
          
               (l) a Change in Control shall have occurred;
          
then, and in every such event, the Agent shall (i) if requested by Banks
having more than 50% in aggregate amount of the Commitments, by notice to the
Company terminate the Commitments and they shall thereupon terminate, and
(ii) if requested by Banks holding Notes evidencing more than 50% in
aggregate outstanding principal amount of the Loans, by notice to the Company
declare the Notes (together with accrued interest thereon) to be, and the
Notes shall thereupon become, immediately due and payable without
presentment, demand, protest or other notice of any kind, all of which are
hereby waived by each Borrower; provided that if any Event of Default
specified in clause (h) or (i) above occurs with respect to the Company,
then, without any notice to any Borrower or any other act by the Agent or the
Banks, the Commitments shall thereupon terminate and the Notes (together with
accrued interest thereon) shall become immediately due and payable without
presentment, demand, protest or other notice of any kind, all of which are
hereby waived by each Borrower; and provided further that if any Event of
Default specified in clause (h) or (i) above occurs with respect to any
Eligible Subsidiary, then, without any notice to such Eligible Subsidiary or
any other act by the Agent or the Banks, the eligibility of such Eligible
Subsidiary to borrow hereunder shall thereupon terminate and the Notes of
such Eligible Subsidiary (together with accrued interest thereon) shall
become immediately due and payable without presentment, demand, protest or
other notice of any kind, all of which are hereby waived by each Eligible
Subsidiary.




                                     -49-

<PAGE>



     Section 6.2.  Notice of Default.   The Agent shall, promptly upon being
requested to do so by any Bank, give notice to the Company under Section
6.01(d) and thereupon notify all the Banks thereof.

     
     
                                   ARTICLE 7

                                   The Agent

     Section 7.1.  Appointment and Authorization.  Each Bank irrevocably
appoints and authorizes the Agent to take such action as agent on its behalf
and to exercise such powers under this Agreement and the Notes as are
delegated to it by the terms hereof or thereof, together with all such powers
as are reasonably incidental thereto.

     Section 7.2.  Agent and Affiliates.   Morgan Guaranty Trust Company of
New York shall have the same rights and powers under this Agreement as any
other Bank and may exercise or refrain from exercising the same as though it
were not the Agent, and Morgan Guaranty Trust Company of New York and its
affiliates may accept deposits from, lend money to, and generally engage in
any kind of business with the Company or any Subsidiary or Affiliate as if it
were not the Agent hereunder.

     Section 7.3.  Action by Agent.   The obligations of the Agent hereunder
are only those expressly set forth herein.  Without limiting the generality
of the foregoing, the Agent shall not be required to take any action with
respect to any Default, except as expressly provided in Article 6.

     Section 7.4.  Consultation with Experts.   The Agent may consult with
legal counsel (who may be counsel for the Company), independent public
accountants and other experts selected by it and shall not be liable for any
action taken or omitted to be taken by it in good faith in accordance with
the advice of such counsel, accountants or experts.

     Section 7.5.  Liability of Agent.  Neither the Agent nor the Co-Agent
(nor any of their respective directors, officers, agents or employees) shall
be liable for any action taken or not taken by it in connection herewith (i)
with the consent or at the request or direction of the Required Banks or (ii)
in the absence of its own gross negligence or willful misconduct.  Neither
the Agent nor the Co-Agent (nor any of their respective directors, officers,
agents or employees) shall be responsible for or have any duty to ascertain,
inquire into or verify (i) any statement, warranty or representation made in
connection with this Agreement or any borrowing hereunder; (ii) the
performance or observance of any of the covenants or agreements of the
Company or any Subsidiary; (iii) the satisfaction of any condition specified
in Article 3, except, in the case of the Agent, receipt of items required to
be delivered to the Agent; or (iv) the validity, effectiveness or genuineness
of this Agreement, the Notes or any other instrument or writing furnished in
connection herewith.  The Agent shall not incur any liability by acting in
reliance upon any notice, consent, certificate, statement, or other writing
(which may be a bank wire, telex, facsimile or similar writing) reasonably
believed by it to be genuine or to be signed by the proper party or parties.




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<PAGE>


     
     
     Section 7.6.  Indemnification.   Each Bank shall, ratably in accordance
with its Commitment, indemnify the Agent and the Co-Agent (to the extent not
reimbursed by the Borrower) against any cost, expense (including counsel fees
and disbursements), claim, demand, action, loss or liability (collectively,
"Liabilities") that the Agent or the Co-Agent may suffer or incur in
connection with this Agreement or any action taken or omitted by it
hereunder, except any Liability resulting from its gross negligence or
willful misconduct.

     Section 7.7.  Credit Decision.   Each Bank acknowledges that it has,
independently and without reliance upon the Agent, the Co-Agent or any other
Bank, and based on such documents and information as it has deemed
appropriate, made its own credit analysis and decision to enter into this
Agreement.  Each Bank also acknowledges that it will, independently and
without reliance upon the Agent, the Co-Agent or any other Bank, and based on
such documents and information as it shall deem appropriate at the time,
continue to make its own credit decisions in taking or not taking any action
under this Agreement.

     Section 7.8.  Successor Agent; Resignations.   (a) The Agent may resign
at any time (effective upon acceptance of its appointment by a successor
Agent) by giving written notice thereof to the Banks and the Company.  Upon
any such resignation, the Required Banks shall have the right to appoint a
successor Agent, with the consent of the Company (if no Default shall have
occurred and be continuing), which consent shall not be unreasonably
withheld.  If no successor Agent shall have been so appointed by the Required
Banks, and shall have accepted such appointment, within 30 days after the
retiring Agent gives notice of resignation, then the retiring Agent may, on
behalf of the Banks, appoint a successor Agent, which shall be a Bank, if a
Bank is able and willing to serve as Agent, or, if no Bank is able and
willing to serve as Agent, a commercial bank organized or licensed under the
laws of the United States of America or of any State thereof and having a
combined capital and surplus of at least $500,000,000.  Upon the acceptance
of its appointment as Agent hereunder by a successor Agent, such successor
Agent shall thereupon succeed to and become vested with all the rights and
duties of the retiring Agent, and the retiring Agent shall be discharged from
its duties and obligations hereunder.

     (b) The Co-Agent may resign at any time by giving notice of its
resignation to the Banks and the Company.




                                     -51-

<PAGE>


     
     
     (c) After any retiring Agent or Co-Agent resigns hereunder,  the
provisions of this Article shall inure to its benefit as to any actions taken
or omitted to be taken by it while it was the Agent or Co-Agent, as the case
may be..

     
     
                                   ARTICLE 8

                              Change in Circumstances

     Section 8.1.  Basis for Determining Interest Rate Inadequate or Unfair.
If on or prior to the first day of any Interest Period:

               (a) the Agent is advised by the Reference Banks that
          deposits in U.S. dollars (in the applicable amounts) are
          not being offered to the Reference Banks in the relevant
          market for such Interest Period, or
          
               (b) in the case of a Committed Borrowing, Banks
          having 50% or more of the aggregate principal amount of
          the Commitments advise the Agent that the Adjusted CD
          Rate or the  London Interbank Offered Rate, as the case
          may be, as determined by the Agent will not adequately
          and fairly reflect the cost to such Banks of funding
          their CD Loans or Euro-Dollar Loans as the case may be,
          for such Interest Period,
          
the Agent shall forthwith give notice thereof to the Company and the Banks,
whereupon until the Agent notifies the Company that the circumstances giving
rise to such suspension no longer exist, (i) the right of any Borrower to
elect to have Loans bear interest at a rate based on the Adjusted CD Rate or
the London Interbank Offered Rate, as the case may be, shall be suspended and
(ii) each outstanding Loan of the relevant Type shall begin bearing interest
at the rate applicable to Base Rate Loans on the last day of the then current
Interest Period applicable thereto, notwithstanding any prior election by any
Borrower to the contrary.  Thereafter, unless the Borrower notifies the Agent
at least two Domestic Business Days before the date of any Fixed Rate
Borrowing for which a Notice of Borrowing has previously been given that it
elects not to borrow on such date, (i) if such Fixed Rate Borrowing is a
Committed Borrowing, such Borrowing shall instead be made as a Base Rate
Borrowing and (ii) if such Fixed Rate Borrowing is a Money Market LIBOR
Borrowing, the Money Market LIBOR Loans comprising such Borrowing shall bear
interest for each day from and including the first day to but excluding the
last day of the Interest Period applicable thereto at the Base Rate for such
day.



                                     -52-

<PAGE>




     Section 8.2.  Illegality.   If, on or after the date of this Agreement,
the adoption of any applicable law, rule or regulation, or any change
therein, or any change in the interpretation or administration thereof by any
governmental authority, central bank or comparable agency charged with the
interpretation or administration thereof, or compliance by any Bank (or its
Euro-Dollar Lending Office) with any request or directive (whether or not
having the force of law) of any such authority, central bank or comparable
agency shall make it unlawful or impossible for any Bank (or its Euro-Dollar
Lending Office) to make, maintain or fund its Euro-Dollar Loans to any
Borrower and such Bank shall so notify the Agent, the Agent shall forthwith
give notice thereof to the other Banks and the Company, whereupon until such
Bank notifies such Borrower and the Agent that the circumstances giving rise
to such suspension no longer exist, the obligation of such Bank to make
Euro-Dollar Loans to such Borrower shall be suspended.  Before giving any
notice to the Agent pursuant to this Section, such Bank shall designate a
different Euro-Dollar Lending Office if such designation will avoid the need
for giving such notice and will not, in the judgment of such Bank, be
otherwise disadvantageous to such Bank.  If such notice is given, all
Euro-Dollar Loans of such Bank to such Borrower then outstanding shall begin
bearing interest at the rate applicable to Base Rate Loans, notwithstanding
any prior election by such Borrower to the contrary, either (a) on the last
day of the then current Interest Period applicable to such Euro-Dollar Loans
if such Bank may lawfully continue to maintain and fund such Loans at the
rate applicable to Euro-Dollar Loans to such day or (b) immediately if such
Bank may not lawfully continue to maintain and fund such Loans at the rate
applicable to Euro-Dollar Loans to such day (in which case such Borrower
shall reimburse such Bank for any resulting loss or expense as provided in
Section 2.11).

     Section 8.3.  Increased Cost and Reduced Return.   (a) If on or after
(x) the date hereof, in the case of any Committed Loan or any obligation to
make Committed Loans, or (y) the date of the related Money Market Quote, in
the case of any Money Market Loan, the adoption of any applicable law, rule
or regulation, or any change therein, or any change in the interpretation or
administration thereof by any governmental authority, central bank or
comparable agency charged with the interpretation or administration thereof,
or compliance by any Bank (or its Applicable Lending Office) with any request
or directive (whether or not having the force of law) of any such authority,
central bank or comparable agency:

               (i) shall subject any Bank (or its Applicable
          Lending Office) to any tax, duty or other charge with
          respect to its Fixed Rate Loans, its Notes or its
          obligation to make Fixed Rate Loans, or shall change the
          basis of taxation of payments to any Bank (or its
          Applicable Lending Office) of the principal of or
          interest on its Fixed Rate Loans or any other amounts due
          under this Agreement in respect of its Fixed Rate Loans
          or its obligation to make Fixed Rate Loans (except for
          changes in the rate of tax on the overall net income of
          such Bank or its Applicable Lending Office imposed by the
          jurisdiction in which such Bank's principal executive
          office or Applicable Lending Office is located); or
          



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<PAGE>


               
               
               (ii) shall impose, modify or deem applicable any
          reserve, special deposit or similar requirement
          (including, without limitation, any such requirement
          imposed by the Board of Governors of the Federal Reserve
          System, but excluding (A) with respect to any CD Loan any
          such requirement included in an applicable Domestic
          Reserve Percentage and (B) with respect to any
          Euro-Dollar Loan any such requirement included in an
          applicable Euro-Dollar Reserve Percentage) against assets
          of, deposits with or for the account of, or credit
          extended by, any Bank (or its Applicable Lending Office)
          or shall impose on any Bank (or its Applicable Lending
          Office) or on the United States market for certificates
          of deposit or the London interbank market any other
          condition affecting its Fixed Rate Loans, its Notes or
          its obligation to make Fixed Rate Loans;
          
and the result of any of the foregoing is to increase the cost to such Bank
(or its Applicable Lending Office) of making or maintaining any Fixed Rate
Loan to any Borrower, or to reduce the amount of any sum received or
receivable by such Bank (or its Applicable Lending Office) under this
Agreement or under its Notes with respect thereto, by an amount deemed by
such Bank to be material, then, within 15 days after demand by such Bank
(with a copy to the Agent), such Borrower shall pay to such Bank such
additional amount or amounts as will compensate such Bank for such increased
cost or reduction.   If an Eligible Subsidiary is incorporated in, or
conducts business in, a jurisdiction outside the United States of America, a
Bank that makes or maintains any Fixed Rate Loan to such Eligible Subsidiary
shall be entitled to compensation under this subsection (a) for the effect of
applicable laws, rules and regulations existing in such jurisdiction, whether
adopted before, on or after the date hereof.

     (b) If any Bank shall have determined that, after the date hereof, the
adoption of any applicable law, rule or regulation regarding capital
adequacy, or any change therein, or any change in the interpretation or
administration thereof by any governmental authority, central bank or
comparable agency charged with the interpretation or administration thereof,
or any request or directive regarding capital adequacy (whether or not having
the force of law) of any such authority, central bank or comparable agency,
has or would have the effect of reducing the rate of return on capital of
such Bank (or its Parent) as a consequence of such Bank's obligations
hereunder to a level below that which such Bank (or its Parent) could have
achieved but for such adoption, change or compliance with any such request or
directive (taking into consideration its policies with respect to capital
adequacy) by an amount deemed by such Bank to be material, then from time to
time, within 15 days after demand by such Bank (with a copy to the Agent),
the Company shall pay to such Bank such additional amount or amounts as will
compensate such Bank (or its Parent) for such reduction.




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<PAGE>


     
     
     (c) Each Bank will promptly notify the Company and the Agent of any
event of which it has knowledge, occurring after the date hereof, which will
entitle such Bank to compensation pursuant to this Section and will designate
a different Applicable Lending Office if such designation will avoid the need
for, or reduce the amount of, such compensation and will not, in the judgment
of such Bank, be otherwise disadvantageous to such Bank.  A certificate of
any Bank in reasonable detail claiming compensation under this Section and
setting forth the additional amount or amounts to be paid to it hereunder
shall be conclusive in the absence of manifest error.  In determining such
amount, such Bank may use any reasonable averaging and attribution methods.
No Borrower shall be obligated to compensate any Bank pursuant to this
Section for increased costs or reduced return accruing prior to the date
which is six months before such Bank requests compensation; provided that if
any law, rule or regulation, or interpretation or administration thereof, or
any request or directive giving rise to increased costs or reduced returns
has retroactive effect, such Bank shall be entitled to claim compensation
hereunder for the period commencing on such date of retroactive effect
through the date of adoption or change or promulgation thereof without regard
to the foregoing limitation.

     Section 8.4.  Base Rate Loans Substituted for Affected Fixed Rate Loans.
If  (i) the obligation of any Bank to make Euro-Dollar Loans to any Borrower
has been suspended pursuant to Section 8.02 or (ii) any Bank has demanded
compensation from any Borrower under Section 8.03(a) and such Borrower shall,
by at least five Euro-Dollar Business Days' prior notice to such Bank through
the Agent, have elected that the provisions of this Section shall apply to
such Bank, then, unless and until such Bank notifies the Company that the
circumstances giving rise to such suspension or demand for compensation no
longer apply, all Loans of such Bank to such Borrower which would otherwise
bear interest at the rate applicable to CD Loans or Euro-Dollar Loans, as the
case may be, shall instead bear interest at the rate applicable to Base Rate
Loans (on which interest and principal shall be payable contemporaneously
with the related Fixed Rate Loans of the other Banks), notwithstanding any
prior election by such Borrower to the contrary.

     Section 8.5.  Substitution of Bank.    (a) If (i) the obligation of any
Bank to make or maintain Euro-Dollar Loans has been suspended pursuant to
Section 8.02 or (ii)  any Bank (or any Participant in its Loans) has demanded
compensation under Section 2.16(b) or 8.03, the Company shall have the right
to seek a bank or banks (each a "Substitute Bank"), which may be one or more
of the Banks or one or more other banks reasonably satisfactory to the Agent,
to purchase the Notes and assume the Commitment of such Bank (the "Affected




                                     -55-

<PAGE>


     
     
 Bank") and, if the Company locates one or more Substitute Banks, the
Affected Bank shall, upon payment to it of the purchase price agreed between
it and the Substitute Bank or Banks (or, failing such agreement, a purchase
price in the amount of the outstanding principal amount of its Loans and
accrued interest thereon to the date of payment) plus any amount (other than
principal and interest) then due to it or accrued for its account hereunder,
assign all its rights and obligations under this Agreement and the Notes
(including its Commitment) to the Substitute Bank or Banks, and the
Substitute Bank or Banks shall assume such rights and obligations, whereupon
(i) the commitment of each Substitute Bank that is already a Bank shall be
increased by the portion of the Affected Bank's Commitment so assigned to and
assumed by it and (ii) each Substitute Bank that is not already a Bank shall
become a Bank party to this Agreement and shall acquire all the rights and
obligations of a Bank with a Commitment equal to the portion of the Affected
Bank's Commitment so assigned to and assumed by it.

     (b) Notwithstanding the provisions of subsection (a) above, if an
Affected Bank shall have outstanding Money Market Loans at the time it is
required to assign its rights and obligations under this Agreement and its
Note or Notes to one or more Substitute Banks, such Affected Bank shall not
be obligated to so assign its rights with respect to such Money Market Loans
prior to the maturity date thereof and shall not be obligated to deliver its
Note or Notes to the Substitute Bank or Banks until it shall have received a
new Note or Notes from the relevant Borrowers to evidence such Money Market
Loans.

     
     
                              ARTICLE 9

               Representations and Warranties of Eligible Subsidiaries

     Each Eligible Subsidiary shall, by signing and delivering its Election
to Participate, represent and warrant as of the date thereof that:

     Section 9.1.  Corporate Existence and Power.   It is a corporation duly
incorporated, validly existing and in good standing under the laws of its
jurisdiction of incorporation and is, and upon each borrowing by it hereunder
will be, a Wholly-Owned Consolidated Subsidiary of the Company.

     Section 9.2.  Corporate and Governmental Authorization; No
Contravention.   The execution and delivery by it of its Election to
Participate and its Notes, and the performance by it of this Agreement and
its Notes, are within its corporate powers, have been duly authorized by all
necessary corporate action, require no action by or in respect of, or filing
with, any governmental body, agency or official (other than such actions or
filings, if any, as have been duly taken or made) and do not contravene, or
constitute a default under, any provision of applicable law or regulation or
of its certificate of incorporation or by-laws or of any agreement, judgment,
injunction, order, decree or other instrument binding upon the Company or
such Eligible Subsidiary or result in the creation or imposition of any Lien
on any asset of the Company or any of its Subsidiaries.




                                     -56-

<PAGE>


     
     
     Section 9.3.  Binding Effect.   This Agreement constitutes a valid and
binding agreement of such Eligible Subsidiary and its Notes, when executed
and delivered in accordance with this Agreement, will constitute valid and
binding obligations of such Eligible Subsidiary, in each case enforceable in
accordance with its terms except as may be limited by (i) bankruptcy,
insolvency or similar laws affecting creditors' rights generally and (ii)
equitable principles of general applicability.

     Section 9.4.   Taxes.   Except as disclosed in its Election to
Participate, there is no income, stamp or other tax of any country, or any
taxing authority thereof or therein, imposed by or in the nature of
withholding or otherwise, which is imposed on any payment to be made by such
Eligible Subsidiary pursuant hereto or on its Notes, or is imposed on or by
virtue of the execution, delivery or enforcement of its Election to
Participate or of its Notes.

     
     
                              ARTICLE 10

                              Guaranty

     Section 10.1.  The Guaranty.  The Company hereby unconditionally
guarantees the full and punctual payment (whether at stated maturity, upon
acceleration or otherwise) of the principal of and interest on each Note
issued by any Eligible Subsidiary pursuant to this Agreement, and the full
and punctual payment of all other amounts payable by any Eligible Subsidiary
under this Agreement.  Upon failure by any Eligible Subsidiary to pay
punctually any such amount, the Company shall forthwith on demand pay the
amount not so paid at the place and in the manner specified in this
Agreement.

     Section 10.2.  Guaranty Unconditional.   The obligations of the Company
hereunder shall be unconditional and absolute and, without limiting the
generality of the foregoing, shall not be released, discharged or otherwise
affected by:

               (i) any extension, renewal, settlement, compromise,
          waiver or release in respect of any obligation of any
          Eligible Subsidiary under this Agreement or any Note, by
          operation of law or otherwise;
          
               (ii) any modification or amendment of or supplement
          to this Agreement or any Note;
          



                                     -57-

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               (iii) any release, non-perfection or invalidity of
          any direct or indirect security for any obligation of any
          Eligible Subsidiary under this Agreement or any Note;
          
               (iv) any change in the corporate existence,
          structure or ownership of any Eligible Subsidiary, or any
          insolvency, bankruptcy, reorganization or other similar
          proceeding affecting any Eligible Subsidiary or its
          assets or any resulting release or discharge of any
          obligation of any Eligible Subsidiary contained in this
          Agreement or any Note;
          
               (v) the existence of any claim, set-off or other
          rights which the Company may have at any time against any
          Eligible Subsidiary, the Agent, any Bank or any other
          Person, whether in connection herewith or any unrelated
          transaction, provided that nothing herein shall prevent
          the assertion of any such claim by separate suit or
          compulsory counterclaim;
          
               (vi) any invalidity or unenforceability relating to
          or against any Eligible Subsidiary for any reason of this
          Agreement or any Note, or any provision of applicable law
          or regulation purporting to prohibit the payment by any
          Eligible Subsidiary of the principal of or interest on
          any Note or any other amount payable by it under this
          Agreement; or
          
               (vii) any other act or omission to act or delay of
          any kind by any Eligible Subsidiary, the Agent, any Bank
          or any other Person or any other circumstance whatsoever
          which might, but for the provisions of this clause (vii),
          constitute a legal or equitable discharge of the
          Company's obligations hereunder.
          
     Section 10.3.  Discharge Only upon Payment in Full; Reinstatement In
Certain Circumstances.   The Company's obligations under this Article 10
shall remain in full force and effect until the Commitments shall have
terminated and the principal of and interest on the Notes of each Eligible
Subsidiary and all other amounts payable by each Eligible Subsidiary under
this Agreement shall have been paid in full.  If at any time any payment of
the principal of or interest on any Note of any Eligible Subsidiary or any
other amount payable by any Eligible Subsidiary under this Agreement is
rescinded or must be otherwise restored or returned upon the insolvency,
bankruptcy or reorganization of any Eligible Subsidiary or otherwise, the
Company's obligations under this Article 10 with respect to such payment
shall be reinstated at such time as though such payment had been due but not
made at such time.




                                     -58-

<PAGE>


     
     
     Section 10.4.   Waiver by the Company.   The Company irrevocably waives
acceptance hereof, presentment, demand, protest and any notice not provided
for herein, as well as any requirement that at any time any action be taken
by any Person against any Eligible Subsidiary or any other Person.

     Section 10.5.  Subrogation.  Upon making full payment with respect to
any obligation of any Eligible Subsidiary under this Article 10, the Company
shall be subrogated to the rights of the payee against such Eligible
Subsidiary with respect to such obligation; provided that the Company shall
not enforce any payment by way of subrogation against such Eligible
Subsidiary so long as (i) any Bank has any Commitment hereunder (unless such
Subsidiary is no longer an Eligible Subsidiary for purposes hereof) or (ii)
any amount payable by such Eligible Subsidiary hereunder remains unpaid.

     Section 10.6.  Stay of Acceleration.   If acceleration of the time for
payment of any amount payable by any Eligible Subsidiary under this Agreement
or its Notes is stayed upon insolvency, bankruptcy or reorganization of such
Eligible Subsidiary, all such amounts otherwise subject to acceleration under
the terms of this Agreement shall nonetheless be payable by the Company
hereunder forthwith on demand by the Agent made at the request of the
Required Banks.

     
     
                              ARTICLE 11

                              Miscellaneous

     Section 11.1.  Notices.  All notices, requests and other communications
to any party hereunder shall be in writing (including bank wire, telex,
facsimile transmission or similar writing) and shall be given to such party:
(x) in the case of any Borrower or the Agent, at its address or telex or
telecopy number set forth on the signature pages hereof (or, in the case of
an Eligible Subsidiary, in its Election to Participate), (y) in the case of
any Bank, at its address or telex or telecopy number set forth in its
Administrative Questionnaire or (z) in the case of any party, at such other
address or telex or telecopy number as such party may hereafter specify for
the purpose by notice to the Agent and the Company.  Each such notice,
request or other communication shall be effective (i) if given by telex, when
such telex is transmitted to the telex number specified in this Section and
the appropriate answerback is received, (ii) if given by mail, 72 hours after
such communication is deposited in the mails with first class postage
prepaid, addressed as aforesaid or (iii) if given by any other means, when
delivered at the address or received at the telecopy number specified in this
Section; provided that notices to the Agent under Article 2 or Article 8
shall not be effective until received.




                                     -59-

<PAGE>


     
     
     Section 11.2.  No Waivers.   No failure or delay by the Agent or any
Bank in exercising any right, power or privilege hereunder or under any Note
shall operate as a waiver thereof nor shall any single or partial exercise
thereof preclude any other or further exercise thereof or the exercise of any
other right, power or privilege.  The rights and remedies herein provided
shall be cumulative and not exclusive of any rights or remedies provided by
law.

     Section 11.3.  Expenses; Documentary Taxes; Indemnification.   (a) The
Company shall pay (i) all reasonable out-of-pocket expenses of the Agent,
including reasonable fees and disbursements of special counsel for the Agent,
in connection with the preparation of this Agreement, any waiver or consent
hereunder or any amendment hereof or any Default or alleged Default hereunder
and (ii) if an Event of Default occurs, all out-of-pocket expenses incurred
by the Agent or any Bank, including fees and disbursements of counsel, in
connection with such Event of Default and collection, bankruptcy, insolvency
and other enforcement proceedings resulting therefrom.  The Company shall
indemnify the Agent and each Bank against any transfer taxes, documentary
taxes, assessments or charges made by any governmental authority by reason of
the execution and delivery of this Agreement and the Notes.

     (b) The Company agrees to indemnify the Agent, the Co-Agent and each
Bank, and hold each of them harmless, from and against any and all
liabilities, losses, damages, costs and expenses of any kind, including,
without limitation, reasonable fees and disbursements of counsel, which may
be incurred by such Bank (or by the Agent or the Co-Agent) in connection with
any investigative, administrative or judicial proceeding (whether or not it
shall be designated a party thereto) relating to or arising out of this
Agreement or any actual or proposed use of proceeds of Loans hereunder;
provided that none of the Agent, the Co-Agent and the Banks shall have the
right to be indemnified hereunder for its own gross negligence or willful
misconduct as determined by a court of competent jurisdiction.

     Section 11.4.  Sharing of Set-offs.   Each Bank agrees that if (i) it
shall, by exercising any right of set-off or counterclaim or otherwise,
receive payment of a proportion of the aggregate amount of principal and
interest due with respect to any Note held by it which is greater than the
proportion received by any other Bank in respect of the aggregate amount of
principal and interest due with respect to any Note held by such other Bank
and (ii) such inequality shall have continued for more than 15 days, the Bank
receiving such proportionately greater payment shall purchase such
participations in the Notes held by the other Banks, and such other
adjustments shall be made from time to time, as may be required so that all
such payments of principal and interest with respect to the Notes held by the




                                     -60-

<PAGE>


     
     
Banks shall be shared by the Banks pro rata; provided that nothing in this
Section shall impair the right of any Bank to exercise any right of set-off
or counterclaim it may have and to apply the amount subject to such exercise
to the payment of indebtedness of a Borrower other than its indebtedness
hereunder.  Each Borrower agrees, to the fullest extent it may effectively do
so under applicable law, that any holder of a participation in a Note,
whether or not acquired pursuant to the foregoing arrangements, may exercise
rights of set-off or counterclaim and other rights with respect to such
participation as fully as if such holder of a participation were a direct
creditor of the maker of such Note in the amount of such participation.

     Section 11.5.  Amendments and Waivers.   Any provision of this Agreement
or the Notes may be amended or waived if, but only if, such amendment or
waiver is in writing and is signed or otherwise approved in writing by the
Company and the Required Banks (and, if the rights or duties of the Agent are
affected thereby, by the Agent), provided that no such amendment or waiver
shall, unless signed or otherwise approved in writing by all the Banks, (i)
increase or decrease any Commitment of any Bank or subject any Bank to any
additional obligation, (ii) reduce the principal of or rate of interest on
any Loan or any fee hereunder, (iii) postpone the date fixed for any payment
of principal of or interest on any Loan or any fees hereunder, (iv) release
any guaranty of the Company under Article 10 or amend any provision of
Article 10 or (v) change the percentage of the Commitments or of the
aggregate unpaid principal amount of the Notes, or the number of Banks, which
shall be required for the Banks or any of them to take any action under this
Section or any other provision of this Agreement.

     Section 11.6.  Successors and Assigns.   (a) The provisions of this
Agreement shall be binding upon and inure to the benefit of the parties
hereto and their respective successors and assigns, except that no Borrower
may assign or otherwise transfer any of its rights under this Agreement
without the prior written consent of all the Banks.

     (b) Any Bank may at any time grant to one or more banks or other
institutions (each a "Participant") participating interests in its
Commitments or its Loans.  In the event of any such grant by a Bank of a
participating interest to a Participant, whether or not upon notice to the
Borrowers and the Agent, such Bank shall remain responsible for the
performance of its obligations hereunder, and the Borrowers and the Agent
shall continue to deal solely and directly with such Bank in connection with
such Bank's rights and obligations under this Agreement.  Any agreement
pursuant to which any Bank may grant such a participating interest shall
provide that such Bank shall retain the sole right and responsibility to
enforce the obligations of the Borrowers hereunder including, without
limitation, the right to approve any amendment, modification or waiver of any
provision of this Agreement; provided that such participation agreement may
provide that such Bank will not, without the consent of the Participant,
agree to any modification, amendment or waiver of this Agreement (x)
described in clause (ii) or (iii) of Section 11.05 or (y) that would change
the requirement that all the Banks must sign or approve any amendment or
waiver described in clause (ii) or (iii) of Section 11.05.  Subject to
subsection (e) below, the Borrowers agree that each Participant shall, to the
extent provided in its participation agreement, be entitled to the benefits
of Article 8 with respect to its participating interest.  An assignment or
other transfer which is not permitted by subsection (c) or (d) below shall be
given effect for purposes of this Agreement only to the extent of a
participating interest granted in accordance with this subsection (b).




                                     -61-

<PAGE>


     
     
     (c) Any Bank may at any time, upon prior notice to the Borrowers and the
Agent, assign to one or more banks or other institutions (each an "Assignee")
a proportionate part (equivalent to an initial Commitment of not less than
$10,000,000) of its rights and obligations under this Agreement and the
Notes, and such Assignee shall assume such rights and obligations pursuant to
an Assignment and Assumption Agreement substantially in the form of Exhibit K
hereto executed by such Assignee and such transferor Bank with (and subject
to) the subscribed consent of the Company, which consent shall not be
unreasonably withheld and the Agent; provided that (i) if an Assignee is an
affiliate of such transferor Bank or was a Bank immediately before such
assignment, no such consent shall be required and (ii) such assignment may,
but need not, include rights of the transferor Bank in respect of outstanding
Money Market Loans.  Upon execution and delivery of such an instrument,
payment by such Assignee to such transferor Bank of an amount equal to the
purchase price agreed between such transferor Bank and such Assignee,
delivery to the Agent and the Company of an executed copy of such instrument
and payment by such Assignee to the Agent of a processing fee of $2,500, such
Assignee shall be a Bank party to this Agreement and shall have all the
rights and obligations of a Bank with a Commitment as set forth in such
instrument of assumption, and the transferor Bank shall be released from its
obligations hereunder to a corresponding extent, and no further consent or
action by any party shall be required.  Upon the consummation of any
assignment pursuant to this subsection (c), the transferor Bank, the Agent
and the Borrowers shall make appropriate arrangements so that, if required,
new Notes are issued to the Assignee.  If the Assignee is not incorporated
under the laws of the United States of America or a state thereof, it shall
deliver to the Company and the Agent certification as to exemption from
deduction or withholding of any United States federal income taxes in
accordance with Section 2.14.

     (d) Any Bank may at any time assign all or any portion of its rights
under this Agreement and its Notes to a Federal Reserve Bank.  No such
assignment shall release the transferor Bank from its obligations hereunder.

     (e) No Assignee, Participant or other transferee of any Bank's rights
shall be entitled to receive any greater payment under Section 2.16 or 8.03
than such Bank would have been entitled to receive with respect to the rights
transferred, unless such transfer is made with the Company's prior written
consent or pursuant to Section 8.05 or by reason of the provisions of Section
8.02 or 8.03 requiring such Bank to designate a different Applicable Lending
Office under certain circumstances or at a time when the circumstances giving
rise to such greater payment did not exist.




                                     -62-

<PAGE>


     
     
     Section 11.7.  No Reliance on Margin Stock.   Each of the Banks
represents to the Agent and each of the other Banks that it in good faith is
not relying upon any "margin stock" (as defined in Regulation U) as
collateral in the extension or maintenance of the credit provided for in this
Agreement.

     Section 11.8.  WAIVER OF TRIAL BY JURY.   EACH OF THE PARTIES HERETO
IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING
ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED
HEREBY.

     Section 11.9.  Submission to Jurisdiction.   Each Borrower 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 purposes of all legal proceedings arising out of or
relating to this Agreement or the transactions contemplated hereby.  Each
Borrower irrevocably waives, to the fullest extent permitted by law, any
objection which 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 11.10.  New York Law.   This Agreement and each Note shall be
construed in accordance with and governed by the laws of the State of New
York.

     Section 11.11.  Confidentiality.   Any information disclosed by the
Company to the Agent or any of the Banks, which was designated proprietary or
confidential at the time of receipt thereof by the Agent or such Bank, shall
be used solely for purposes of this Agreement and not in any other manner
detrimental to the Company and, if such information is not otherwise in the
public domain, shall not be disclosed by the Agent or such Bank to any other
Person except (i) to its independent accountants and legal counsel (it being
understood that the Persons to whom such disclosure is made will be informed
of the confidential nature of such information and instructed to keep such
information confidential), (ii) pursuant to statutory and regulatory
requirements, (iii) pursuant to any mandatory court order, subpoena or other
legal process, (iv) to the Agent or any other Bank, (v) pursuant to any
agreement heretofore or hereafter made between such Bank and the Company
which permits such disclosure, (vi) in connection with the exercise of any
remedy under this Agreement or (vii) subject to an agreement containing
provisions substantially the same as those of this Section, to any
participant in or assignee of, or prospective participant in or assignee of,
any Loan or Commitment (it being understood that prior to any such
disclosures contemplated by clauses (ii) and (iii) above, the Agent or such
Bank shall, if practicable, give the Company prior written notice of such
disclosure).

      Section 11.12.  Counterparts.   This Agreement may be signed in any
number of counterparts, each of which shall be an original, with the same
effect as if the signatures thereto and hereto were upon the same instrument.




                                     -63-

<PAGE>


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


                         POLAROID CORPORATION



                         By:       /s/ Ralph M. Norwood
                            --------------------------------------
                                   Name: Ralph M. Norwood
                            Title: Vice President & Treasurer
                                   549 Technology Square
                                   Cambridge, Massachusetts 02139
                                   Attention:  Treasurer
                                   Telex number:  921 482
                                   Telecopy number:  617-386-6615



                         MORGAN GUARANTY TRUST COMPANY OF NEW YORK


                         By:/s/ Deborah A. Brodheim
                            --------------------------------------
                            Name: Deborah A. Brodheim
                            Title: Vice President



                         ABN AMRO BANK N.V., BOSTON BRANCH


                         By:/s/ James E. Davis
                            --------------------------------------
                            Name: James E. Davis
                            Title: Group Vice President


                         By: /s/ Carol A. Levine
                            ---------------------------------------
                            Name: Carol A. Levine
                            Title: Senior Vice President




                                    -64-

<PAGE>



                         THE FIRST NATIONAL BANK OF BOSTON


                         By: /s/ Grace A. Barnett
                            --------------------------------------
                            Name: Grace A. Barnett
                            Title: Vice President


                         BANK OF TOKYO-MITSUBISHI TRUST COMPANY


                         By: /s/ Patrick D. Bonebrake
                            --------------------------------------
                            Name: Patrick D. Bonebrake
                            Title: Assistant Vice President


                         CREDIT LYONNAIS NEW YORK BRANCH


                         By: /s/ Vladimir Labun
                            --------------------------------------
                            Name: Vladimir Labun
                            Title: First Vice President - Manager


                         DEUTSCHE BANK AG, NEW YORK AND/OR
                         CAYMAN ISLANDS BRANCHES


                         By: /s/ Stephan A. Wiedemann
                            --------------------------------------
                            Name: Stephan A. Wiedemann
                            Title: Vice President


                         By: /s/ Thomas A. Foley
                            --------------------------------------
                            Name: Thomas A. Foley
                            Title: Assistant Vice President




                                     -65-
<PAGE>



                         THE FIRST NATIONAL BANK OF CHICAGO


                         By: /s/ S. Thomas Knoff
                            --------------------------------------
                            Name: S. Thomas Knoff
                            Title: Authorized Agent


                         ROYAL BANK OF CANADA


                         By: /s/ Peter D. Steffen
                            --------------------------------------
                            Name: Peter D. Steffen
                            Title: Senior Manager


                         THE SUMITOMO BANK, LIMITED,
                         NEW YORK BRANCH


                         By: /s/ John C. Kissinger
                            --------------------------------------
                            Name: John C. Kissinger
                            Title: Joint General Manager


                         WACHOVIA BANK OF GEORGIA, N.A.

                         
                         By: /s/ Terence A. Snellings
                            --------------------------------------
                            Name: Terence A. Snellings
                            Title: Senior Vice President

                         FLEET NATIONAL BANK


                         By: /s/ Roger C. Boucher
                            --------------------------------------
                            Name: Roger C. Boucher
                            Title: Vice President



                                     -66-
<PAGE>




                         MELLON BANK, N.A.


                         By: /s/ Joseph F. Bond, Jr.
                            --------------------------------------
                            Name: Joseph F. Bond, Jr.
                            Title: Vice President


                         NATIONSBANK, N.A.


                         By: /s/ Patricia G. McCormack
                            --------------------------------------
                            Name: Patricia G. McCormack
                            Title: Senior Vice President
                         


                         PNC BANK, NATIONAL ASSOCIATION


                         By: /s/ M. J. Williams
                            --------------------------------------
                            Name: M. J. Williams
                            Title: V.P.



                         MORGAN GUARANTY TRUST COMPANY OF NEW YORK, as Agent


                         By: /s/ Deborah A. Brodheim
                            --------------------------------------
                            Name: Deborah A. Brodheim
                            Title: Vice President
                            60 Wall Street
                            New York, New York 10260-0060
                            Attention:  Loan Department
                            Telex number:  177615 MGT UT
                            Telecopy number:  212-648-5014





                                     -67-
<PAGE>


                         THE FIRST NATIONAL BANK OF
                         BOSTON, as Co-Agent

                         By: /s/ Grace A. Barnett
                            --------------------------------------
                            Name: Grace A. Barnett
                            Title: Vice President
                            100 Federal Street
                            Mail Stop: 01-10-01
                            Boston, MA 02110
                            Attention: Grace A. Barnett
                            Telex number: 4996527
                            Telecopy number: 617-434-0601



                                     -68-
<PAGE>

                             COMMITMENT SCHEDULE
                             -------------------

Name of Bank                                               Commitment
-------------------                                        ----------

Morgan Guaranty Trust Company of New York                $ 45,000,000

ABN AMRO Bank N.V., Boston Branch                          35,000,000

The First National Bank of Boston                          35,000,000

Bank of Tokyo-Mitsubishi Trust Company                     25,000,000

Credit Lyonnais New York Branch                            25,000,000

Deutsche Bank AG, New York and/or CaymanIslands Branches   25,000,000

The First National Bank of Chicago                         25,000,000

Royal Bank of Canada                                       25,000,000

The Sumitomo Bank, Limited, New York Branch                25,000,000

Wachovia Bank of Georgia, N.A.                             25,000,000

Fleet National Bank                                        15,000,000

Mellon Bank, N.A.                                          15,000,000

NationsBank, N.A.                                          15,000,000

PNC Bank, National Association                             15,000,000

                                                         ------------

                               TOTAL COMMITMENTS         $350,000,000
                                       



                                     -69-
<PAGE>



                      PRICING SCHEDULE



     The "Euro-Dollar Margin", "CD Margin", "Commitment Fee Rate" and
"Facility Fee Rate" for any day are the respective rates per annum set forth
below in the applicable row in the column corresponding to the Pricing Level
that applies on such day:





                   Level I   Level II  Level III   Level IV   Level V
============================================================================
Euro-Dollar Margin  .190%     .225%     .275%      .375%      .400%

Facility Fee Rate   .085%     .100%     .100%      .125%      .200%

Commitment Fee Rate .000%     .000%     .025%      .025%      .050%

CD Margin           .315%     .350%     .400%      .500%      .525%


     For purposes of this Pricing Schedule, the following terms have the
following meanings:

     "Level I Pricing" applies on any day if, on such day, the Company's long-
term debt is rated (i) A- or higher by S&P and Baa1 or higher by Moody's or
(ii) BBB+ by S&P and A3 or higher by Moody's.

     "Level II Pricing" applies on any day if, on such day, the Company's
long-term debt is rated BBB+ by S&P and Baa1 by Moody's.

     "Level III Pricing" applies on any day if, on such day, the Company's
long-term debt is rated BBB by S&P or Baa2 by Moody's.

     "Level IV Pricing" applies on any day if, on such day, (i) the Company's
long-term debt is rated BBB- or higher by S&P and Baa3 or higher by Moody's
and (ii) neither Level I Pricing nor Level II Pricing applies.

     "Level V Pricing" applies on any day if, on such day, no other Pricing
Level applies.

     "Moody's" means Moody's Investors Service, Inc.





<PAGE>


     
     
      "Pricing Level" means any one of the five pricing levels represented by
Level I Pricing, Level II Pricing, Level III Pricing, Level IV Pricing and
Level V Pricing.

     "S&P" means Standard & Poor's Ratings Services, a division of The McGraw-
Hill Companies, Inc.

The ratings to be utilized for purposes of this Pricing Schedule are those
assigned to the senior unsecured long-term debt securities of the Company
without third-party credit enhancement, and any rating assigned to any other
debt security of the Company shall be disregarded.  The rating in effect on
any day is the rating in effect at the close of business on such day.



                                     -2-

<PAGE>


                                             EXHIBIT A

                            NOTE

                                       New York, New York
                                                   , 19

     For value received, [NAME OF BORROWER], a ________ corporation (the
"Borrower"), promises to pay to the order of
(the "Bank"), for the account of its Applicable Lending Office, the unpaid
principal amount of all Loans made by the Bank to the Borrower pursuant to
the Credit Agreement referred to below, such principal amount to be payable
on the Termination Date.  The Borrower promises to pay interest on the unpaid
principal amount of such Loans on the dates and at the rate or rates provided
for in the Credit Agreement.  All such payments of principal and interest
shall be made in lawful money of the United States in Federal or other
immediately available funds at the office of Morgan Guaranty Trust Company of
New York, 60 Wall Street, New York, New York.

     All Loans made by the Bank, and all repayments of the principal thereof
shall be recorded by the Bank and, prior to any transfer hereof, appropriate
notations to evidence the foregoing information with respect to each such
Loan then outstanding shall be endorsed by the Bank on the schedule attached
hereto, or on a continuation of such schedule attached to and made a part
hereof; provided that the failure of the Bank to make any such recordation or
endorsement shall not affect the obligations of the Borrower hereunder or
under the Credit Agreement.

     This note is one of the Notes referred to in the Credit Agreement dated
as of March 19, 1997  among Polaroid Corporation, the banks party thereto,
Morgan Guaranty Trust Company of New York, as Agent and The First National
Bank of Boston, as Co-Agent (as the same may be amended from time to time,
the "Credit Agreement").  Terms defined in the Credit Agreement are used
herein with the same meanings.  Reference is made to the Credit Agreement for
provisions for the prepayment hereof and the acceleration of the maturity
hereof.



                           [NAME OF BORROWER]



                           By____________________
                            Title:





<PAGE>


                       Note (cont'd)

              LOANS AND PAYMENTS OF PRINCIPAL



_____________________________________________________________________
Date           Amount    Type      Amount of      Notation
               of        of             Principal      Made By
               Loan      Loan      Repaid
_____________________________________________________________________

_____________________________________________________________________

_____________________________________________________________________

_____________________________________________________________________

_____________________________________________________________________

_____________________________________________________________________

_____________________________________________________________________

_____________________________________________________________________

_____________________________________________________________________






<PAGE>




                                                   EXHIBIT B



             FORM OF MONEY MARKET QUOTE REQUEST
             ----------------------------------



                                       [Date]


To:       Morgan Guaranty Trust Company of New York (the "Agent")

From:          [Name of Borrower]

Re:       Credit Agreement dated as of March 19, 1997
          (as amended from time to time, the "Credit
          Agreement") among Polaroid Corporation,
          the Banks party thereto, the Agent and The
          First National Bank of Boston, as Co-Agent

     We hereby give notice pursuant to Section 2.03 of the Credit Agreement
that we request Money Market Quotes for the following proposed Money Market
Borrowing(s):

Funding Date of Borrowing:  __________________

Principal Amount /1/            Interest Period /2/

$


     Such Money Market Quotes should offer a Money Market [Margin] [Absolute
Rate].  [The applicable base rate is the London Interbank Offered Rate.]


_________________________________________

/1/  Amount must be $10,000,000 or a larger multiple of $1,000,000

/2/  Not less than one month (LIBOR Auction) or not less than 15 days
     (Absolute Rate Auction), subject to the provisions of the definition of
     Interest Period.







<PAGE>


     Terms used herein have the meanings assigned to them in the Credit
Agreement.


                            [NAME OF BORROWER]



                            By________________________
                               Title:




                                     -2-

<PAGE>


                                                   EXHIBIT C



         FORM OF INVITATION FOR MONEY MARKET QUOTES
         ------------------------------------------



To:  [Name of Bank]

Re:  Invitation for Money Market Quotes
     to [Name of Borrower] (the "Borrower")


     Pursuant to Section 2.03 of the Credit Agreement dated as of March 19,
1997 among Polaroid Corporation, the Banks party thereto, the undersigned, as
Agent and The First National Bank of Boston, as Co-Agent, we are pleased on
behalf of the Borrower to invite you to submit Money Market Quotes to the
Borrower for the following proposed Money Market Borrowing(s):


Funding Date of Borrowing:  __________________

Principal Amount               Interest Period

$


     Such Money Market Quotes should offer a Money Market [Margin] [Absolute
Rate].  [The applicable base rate is the London Interbank Offered Rate.]

     Please respond to this invitation by no later than [2:00 P.M.] [9:00
A.M.] (New York City time) on [date].


                            MORGAN GUARANTY TRUST COMPANY OF NEW YORK


                            By______________________
                               Authorized Officer





<PAGE>


                                                   EXHIBIT D



                 FORM OF MONEY MARKET QUOTE
                 --------------------------




MORGAN GUARANTY TRUST COMPANY
  OF NEW YORK, as Agent
60 Wall Street
New York, New York  10260

Attention:

Re:  Money Market Quote to
     [Name of Borrower] (the "Borrower")


     In response to your invitation on behalf of the Borrower dated
_____________, 19__, we hereby make the following Money Market Quote on the
following terms:

1.   Quoting Bank:  ________________________________

2.   Person to contact at Quoting Bank:

     _____________________________

3.   Funding Date of Borrowing: ____________________1

4.   We hereby offer to make Money Market Loan(s) in the following principal
     amounts, for the following Interest Periods and at the following rates:






<PAGE>




Principal       Interest     Money Market
 Amount /2/     Period /3/   [Margin /4/]       [Absolute Rate/5/]

$

$

     [Provided, that the aggregate principal amount of Money
     Market Loans for which the above offers may be accepted shall not exceed
     $____________.] /2


     We understand and agree that the offer(s) set forth above, subject to
the satisfaction of the applicable conditions set forth in the Credit
Agreement dated as of March 19, 1997 among Polaroid Corporation, the Banks
party thereto, yourselves, as Agent and The First National Bank of Boston, as
Co-Agent, irrevocably obligates us to make the Money Market Loan(s) for which
any offer(s) are accepted, in whole or in part.


                            Very truly yours,

                            [NAME OF BANK]


Dated:_______________       By:__________________________
                               Authorized Officer
                            
                            
____________________________________________
                            
    /2/ Principal amount bid for each Interest Period may not exceed
principal amount requested.  Specify aggregate limitation if the sum of the
individual offers exceeds the amount the Bank is willing to lend.  Bids must
be made for $5,000,000 or a larger multiple of $1,000,000.

    /3/ Not less than one month or not less than 15 days, as specified in the
related Invitation.   No more than five bids are permitted for each Interest
Period.

    /4/ Margin over or under the London Interbank Offered Rate determined for
the applicable Interest Period.  Specify percentage (rounded to the nearest
1/10,000 of 1%) and specify whether "PLUS" or "MINUS".

    /5/ Specify rate of interest per annum (rounded to the nearest 1/10,000th
of 1%).



                                     -2-

<PAGE>




                                                   EXHIBIT E


           OPINION OF SIMPSON THACHER & BARTLETT
              SPECIAL COUNSEL FOR THE COMPANY
            ------------------------------------



                                   March __, 1997



Morgan Guaranty Trust Company
 of New York, as Agent
The Banks Listed on Schedule 1 hereto
c/o Morgan Guaranty Trust Company
 of New York, as Agent
60 Wall Street
New York, New York  10260

Ladies and Gentlemen:

     We have acted as special counsel for Polaroid Corporation, a Delaware
corporation (the "Company"), in connection with the preparation, execution
and delivery of the Credit Agreement dated as of March 19, 1997 (the "Credit
Agreement") among the Company, Morgan Guaranty Trust Company of New York, as
Agent, The First National Bank of Boston, as Co-Agent and the Banks party
thereto.  Capitalized terms defined in the Credit Agreement are used herein
as therein defined.  This opinion is being delivered to you pursuant to
Section 3.01(c) of the Credit Agreement.

     In connection with this opinion, we have examined originals or copies,
certified or otherwise identified to our satisfaction, of such records,
agreements, instruments and other documents and have made such other
investigations as we have deemed relevant and necessary as a basis for the
opinions hereinafter set forth.

     For purposes hereof, we have assumed, with your permission, the
genuineness of all signatures, the legal capacity of natural persons and the
authenticity and regularity of all documents examined by us.  As to questions
of fact relevant to this opinion, we have relied upon, and assume the
accuracy of, the representations and warranties of the Company in the Credit
Agreement and have relied upon certificates and oral or written statements
and other information of public officials, officers and representatives of
the Company and others and assume compliance on the part of all parties to
the Credit Agreement with their covenants and agreements contained therein.




<PAGE>


     Based upon the foregoing, and subject to the qualifications and
limitations stated herein, we are of the opinion that:

     1.   The Credit Agreement constitutes a valid and binding agreement of
the Company, and the Notes, when executed and delivered in accordance with
the Credit Agreement, will constitute valid and binding obligations of the
Company, in each case enforceable against the Company in accordance with the
terms thereof.

     2.   The execution, delivery and performance by the Company of the
Credit Agreement requires no action by or in respect of, or filing with, any
governmental body, agency or official pursuant to any present law, statute,
rule or regulation of the United States of America or the State of New York
or pursuant to the Delaware General Corporation Law (other than filings which
have already been made) and does not contravene, or constitute a default
under, any applicable provision of any present law or regulation of the
United States of America, the State of New York or the Delaware General
Corporation Law.

     Our opinion in paragraph 1 above is subject to the effects of
bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and
other similar laws relating to or affecting creditors' rights generally,
general equitable principles (whether considered in a proceeding in equity or
at law) and an implied covenant of good faith and fair dealing.  Our opinion
in paragraph 1 above, insofar as it relates to rights to indemnification, is
subject to considerations of public policy.

     With your permission, we express no opinion as to (a) any provision of
the Credit Agreement which is intended (i) to establish any standard as the
measure of the performance by any party thereto of such party's obligations
of good faith, diligence, fair dealing, reasonableness or care or (ii) to
permit modification thereof only by means of an agreement in writing signed
by the parties thereto; (b) any provision of the Credit Agreement (i)
requiring payment of attorneys' fees, except to the extent a court determines
such fees to be reasonable or (ii) waiving objections based on forum non-
conveniens; (c) the effect of the compliance or noncompliance with any
federal or state laws or regulations applicable to the Banks or their
affiliates because of their legal or regulatory status or the nature of their
businesses; (d) Section 11.04 of the Credit Agreement and any other provision
of the Credit Agreement insofar as it purports to grant a right of setoff in
respect of the Company's or its subsidiaries' assets (i) to any person other
than a creditor of the Company or subsidiary, as the case may be, or (ii) to
any Bank in an amount greater than the amount owing by the Company or
subsidiary, as the case may be, to such Bank; (e) Section 2.05(e) of the
Credit Agreement insofar as it relates to post-judgment or default interest
rates; (f) any provisions of the guaranty contained in Section 10.02 of the
Credit Agreement that provides that the Company's liability thereunder shall
not be affected by action or failure to act on the part of the Banks; (g) the
enforceability of the provisions of any agreement or document to the extent
that such provisions constitute a waiver of illegality as a defense to
performance of contract obligations or any other defense to performance which
cannot, as a matter of law, be effectively waived; and (h) the enforceability
of Section 2.15 of the Credit Agreement concerning judgment in a different
currency.





<PAGE>


     
     
     In addition, we express no opinion as the enforceability of any
provision of the Credit Agreement whereby the Company purports to submit to
the subject matter jurisdiction of the United States District Court for the
Southern District of New York.  We note the limitations of 28 U.S.C.  1332
on federal court jurisdiction where diversity of citizenship is lacking, and
we also note that such submissions cannot supersede that court's discretion
in determining whether to transfer an action from one federal court to
another under 28 U.S.C.  1404(a).

     We are members of the Bar of the State of New York and we express no
opinion as to the laws of any jurisdiction other than the federal laws of the
United States of America, the laws of the State of New York and the General
Corporation Law of the State of Delaware.

     This opinion is rendered to you in connection with the above-described
transactions.  This opinion may not be relied upon by you for any other
purpose, or relied upon by any other person, firm or corporation without
prior written consent.


                         Very truly yours,


     
                         SIMPSON THACHER & BARTLETT




<PAGE>


                         
                                                   EXHIBIT F



               OPINION OF THOMAS M. LEMBERG,
               GENERAL COUNSEL OF THE COMPANY
               ------------------------------



                                     [Dated the Effective Date]


To the Banks and the Agent
  Referred to Below
c/o Morgan Guaranty Trust Company
  of New York, as Agent
60 Wall Street
New York, New York  10260

Dear Sirs:

     As Senior Vice President and General Counsel of Polaroid Corporation, a
Delaware Corporation (the "Company"), I am familiar with the Credit Agreement
dated as of March 19, 1997 (the "Credit Agreement") among the Company, Morgan
Guaranty Trust Company of New York, as Agent, The First National Bank of
Boston, as Co-Agent and the Banks party thereto.  Capitalized terms defined
in the Credit Agreement are used herein as therein defined.

     I have examined originals or copies, certified or otherwise identified
to my satisfaction, of such documents, corporate records, certificates of
public officials and other instruments and have conducted such other
investigations of fact and law as I have deemed necessary or advisable for
purposes of this opinion.

     Upon the basis of the foregoing, I am of opinion that:

     1.  The Company is a corporation duly incorporated, validly existing and
in good standing under the laws of the State of Delaware, and has all
corporate powers and, to the best of my knowledge, all material governmental
licenses, authorizations, consents and approvals required to carry on its
business as now conducted, the absence of which would have a material adverse
effect on the business, financial position or results of operations of the
Company and its Consolidated Subsidiaries, considered as a whole.





<PAGE>



     2.  The execution, delivery and performance by the Company of the Credit
Agreement and the Notes (i) are within the Company's corporate powers and
have been duly authorized by all necessary corporate action, (ii) require no
action by or in respect of, or filing with, any governmental body, agency or
official under the laws of the Commonwealth of Massachusetts and (iii) do not
contravene, or constitute a default under, any provision of applicable law or
regulation or of the Restated Certificate of Incorporation or By-laws of the
Company or, to the best of my knowledge, of any agreement, judgment,
injunction, order, decree or other instrument binding upon the Company or, to
the best of my knowledge, result in the creation or imposition of any Lien on
any asset of the Company or any of its Subsidiaries.

     3.  To the best of my knowledge, neither the Company nor any of its
Subsidiaries is in violation of, or in default under, any term or provision
of any charter, by-law, mortgage, indenture, agreement, instrument, statute,
rule, regulation, judgment, decree, order, writ or injunction applicable to
it, such that such violations and defaults in the aggregate could reasonably
be expected to materially adversely affect the business, financial position
or results of operations of the Company and its Consolidated Subsidiaries,
considered as a whole, or the ability of the Company to perform in any
material respect its obligations under the Credit Agreement or the Notes.

     4.  Except as disclosed in the Company's 1995 Form 10-K and the
Company's Third Quarter 1996 Form 10-Q, to the best of my knowledge there is
no (i) injunction, stay, decree or order issued by any court or arbitrator or
any governmental body, agency or official or (ii) action, suit or proceeding
pending or threatened against or affecting, the Company or any of its
Subsidiaries before any court or arbitrator or any governmental body, agency
or official in which there is a reasonable likelihood of an adverse decision,
in either case (y) which could materially adversely affect the business,
financial position or results of operations of the Company and its
Consolidated Subsidiaries, considered as a whole, or (z) which could
materially adversely affect the ability of the Company to perform any of its
obligations under the Credit Agreement or the Notes.

     5.  To the best of my knowledge there is no (i) injunction, stay, decree
or order issued by any court or arbitrator or any governmental body, agency
or official or (ii) action, suit or proceeding pending or threatened against
or affecting, the Company or any of its Subsidiaries before any court or
arbitrator or any governmental body, agency or official in which there is a
reasonable likelihood of an adverse decision, in either case which in any
manner draws into question the validity of the Credit Agreement or the Notes.

     I am a member of the bar of the District of Columbia and do not express
any opinion as to any laws other than the General Corporation Law of the
State of Delaware and the Federal laws of the United States of America.  In
rendering the opinion set forth in paragraph 2 above, I have relied, without
independent investigation, as to all matters governed by the Commonwealth of
Massachusetts upon the opinion, dated the date hereof, of Sheldon W.
Rothstein, Assistant Secretary of the Company, a copy of which has been
delivered to you.



<PAGE>


     

     This opinion is delivered to you pursuant to the instruction of the
Company and is rendered solely to you in connection with the above matter.
This opinion may not be relied upon by you for any other purpose or relied
upon by any other person without our prior written consent.


                         Very truly yours,




<PAGE>


                                                   EXHIBIT G


             OPINION OF DAVIS POLK & WARDWELL,
               SPECIAL COUNSEL FOR THE AGENT
              --------------------------------



                                   [Dated the Effective Date]


To the Banks and the Agent
  Referred to Below
c/o Morgan Guaranty Trust Company
  of New York, as Agent
60 Wall Street
New York, New York  10260

Dear Sirs:

     We have participated in the preparation of the Credit Agreement dated as
of March 19, 1997 (the "Credit Agreement") among Polaroid Corporation, a
Delaware corporation (the "Company"), Morgan Guaranty Trust Company of New
York, as Agent (the "Agent"), The First National Bank of Boston, as Co-Agent
and the banks party thereto (the "Banks").  We have acted as special counsel
for the Agent for the purpose of rendering this opinion pursuant to Section
3.01(d) of the Credit Agreement.  Terms defined in the Credit Agreement are
used herein as therein defined.

     We have examined originals or copies, certified or otherwise identified
to our satisfaction, of such documents, corporate records, certificates of
public officials and other instruments and have conducted such other
investigations of fact and law as we have deemed necessary or advisable for
purposes of this opinion.

     Upon the basis of the foregoing, we are of the opinion that:

     1.  The execution and delivery and performance by the Company of the
Credit Agreement and the Notes are within the Company's corporate powers and
have been duly authorized by all necessary corporate action.

     2.  The Credit Agreement constitutes a valid and binding agreement of
the Company and the Notes constitute valid and binding obligations of the
Company.




<PAGE>



     We are members of the bar of the State of New York only.  We express no
opinion as to any laws other than the laws of the State of New York, the
General Corporation Law of the State of Delaware and the Federal laws of the
United States of America.  In giving the foregoing opinion, we express no
opinion as to the effect (if any) of any law of any jurisdiction (except the
State of New York) in which any Bank is located which limits the rate of
interest that such Bank may charge or collect.

     This opinion is rendered solely to you in connection with the above
matter.  This opinion may not be relied upon by you for any other purpose or
relied upon by any other person without our prior written consent.


                         Very truly yours,




<PAGE>


                                                   EXHIBIT H



              FORM OF ELECTION TO PARTICIPATE
               -------------------------------



                                           , 19


MORGAN GUARANTY TRUST COMPANY
  OF NEW YORK, as Agent
  for the Banks named in the Credit Agreement
  dated as of March 19, 1997 (as amended from
  time to time, the "Credit Agreement") among
  Polaroid Corporation, such Banks, such Agent
  and The First National Bank of Boston, as
 Co-Agent

Dear Sirs:

     Reference is made to the Credit Agreement described above.  Terms not
defined herein which are defined in the Credit Agreement have for the
purposes hereof the meaning provided therein.

     The undersigned, [name of Eligible Subsidiary], a [jurisdiction of
incorporation] corporation, elects to be an Eligible Subsidiary for purposes
of the Credit Agreement, effective from the date hereof until an Election to
Terminate shall have been delivered on behalf of the undersigned in
accordance with the Credit Agreement.  The undersigned confirms that the
representations and warranties set forth in Articles 4 and 9 of the Credit
Agreement are true and correct as to the undersigned as of the date hereof,
and the undersigned agrees to perform all the obligations of an Eligible
Subsidiary under, and to be bound in all respects by the terms of, the Credit
Agreement, including without limitation Section 11.09 thereof, as if the
undersigned were a signatory party thereto.





<PAGE>


     The address to which all notices to the undersigned under the Credit
Agreement should be directed is:             .  This instrument shall be
construed in accordance with and governed by the laws of the State of New
York.

                            Very truly yours,

                            [NAME OF ELIGIBLE SUBSIDIARY]



                            By____________________________
                                    Title:


     The undersigned confirms that [name of Eligible Subsidiary] is an
Eligible Subsidiary for purposes of the Credit Agreement described above.


                            POLAROID CORPORATION



                            By____________________________
                                    Title:



     Receipt of the above Election to Participate is acknowledged on and as
of the date set forth above.


                            MORGAN GUARANTY TRUST COMPANY OF NEW YORK, as
                            Agent



                            By____________________________



<PAGE>


                                                   EXHIBIT I


               FORM OF ELECTION TO TERMINATE
                ----------------------------



                                           , 19


MORGAN GUARANTY TRUST COMPANY
  OF NEW YORK, as Agent
  for the Banks named in the Credit Agreement
  dated as of March 19, 1997 (as amended from
  time to time, the "Credit Agreement") among
  Polaroid Corporation, such Banks, such Agent
 and The First National Bank of Boston, as
 Co-Agent

Dear Sirs:

     Reference is made to the Credit Agreement described above.  Terms not
defined herein which are defined in the Credit Agreement have for the
purposes hereof the meaning provided therein.

     The undersigned, Polaroid Corporation, a Delaware corporation, elects to
terminate the status of [name of Eligible Subsidiary], a [jurisdiction of
incorporation] corporation (the "Designated Subsidiary"), as an Eligible
Subsidiary for purposes of the Credit Agreement, effective as of the date
hereof.  The undersigned represents and warrants that all principal and
interest on all Notes of the Designated Subsidiary and all other amounts
payable by such Designated Subsidiary pursuant to the Credit Agreement have
been paid in full on or prior to the date hereof.  Notwithstanding the
foregoing, this Election to Terminate shall not affect any obligation of the
Designated Subsidiary under the Credit Agreement or under any of its Notes
heretofore incurred.





<PAGE>


     This instrument shall be construed in accordance with and governed by
the laws of the State of New York.


                            Very truly yours,

                            POLAROID CORPORATION



                            By_______________________
                              Title:


     Receipt of the above Election to Terminate is hereby acknowledged on and
as of the date set forth above.


                            MORGAN GUARANTY TRUST COMPANY OF NEW YORK, as
                            Agent



                            By______________________
                              Title:




<PAGE>


                                                   EXHIBIT J



            OPINION OF COUNSEL FOR THE BORROWER
           (BORROWINGS BY ELIGIBLE SUBSIDIARIES)
            ------------------------------------



                                   [Dated as provided in
                                     Section 3.03 of the
                                     Credit Agreement]


To the Banks and the Agent
  Referred to Below
c/o Morgan Guaranty Trust Company
  of New York, as Agent
60 Wall Street
New York, New York  10260

Dear Sirs:

     I am counsel to [name of Eligible Subsidiary, jurisdiction of
incorporation] (the "Borrower") and give this opinion pursuant to Section
3.03(b) of the Credit Agreement dated as of March 19, 1997 (as heretofore
amended, the "Credit Agreement") among Polaroid Corporation (the "Company"),
the banks party thereto, Morgan Guaranty Trust Company of New York, as Agent
and The First National Bank of Boston, as Co-Agent.  Terms defined in the
Credit Agreement are used herein as therein defined.

     I have examined originals or copies, certified or otherwise identified
to my satisfaction, of such documents, corporate records, certificates of
public officials and other instruments and have conducted such other
investigations of fact and law as I have deemed necessary or advisable for
purposes of this opinion.

     Upon the basis of the foregoing, I am of the opinion that:

     1.  The Borrower is a corporation duly incorporated, validly existing
and in good standing under the laws of [jurisdiction of incorporation], and
is a Wholly-Owned Consolidated Subsidiary of the Company.





<PAGE>


     2.  The execution and delivery by the Borrower of its Election to
Participate and its Notes and the performance by the Borrower of the Credit
Agreement and its Notes are within the Borrower's corporate powers, have been
duly authorized by all necessary corporate action, require no action by or in
respect of, or filing with, any governmental body, agency or official (except
actions or filings that have been duly taken or made) and do not contravene,
or constitute a default under, any provision of applicable law or regulation
or of the certificate of incorporation or by-laws of the Borrower or, to the
best of my knowledge, of any agreement, judgment, injunction, order, decree
or other instrument binding upon the Company or the Borrower or, to the best
of my knowledge, result in the creation or imposition of any Lien on any
asset of the Company or any of its Subsidiaries.

     3.  The Credit Agreement constitutes a valid and binding agreement of
the Borrower and its Notes constitute valid and binding obligations of the
Borrower.

     4.  Except as disclosed in the Borrower's Election to Participate, there
is no income, stamp or other tax of [jurisdiction of incorporation and, if
different, principal place of business], or any taxing authority thereof or
therein, imposed by or in the nature of withholding or otherwise, which is
imposed on any payment to be made by the Borrower pursuant to the Credit
Agreement or its Notes, or is imposed on or by virtue of the execution,
delivery or enforcement of its Election to Participate or of its Notes.


                            Very truly yours,




<PAGE>


                                                   EXHIBIT K



            ASSIGNMENT AND ASSUMPTION AGREEMENT
             ----------------------------------



          AGREEMENT dated as of _________, 19__ between [ASSIGNOR] (the
"Assignor") and [ASSIGNEE] (the "Assignee").

                    W I T N E S S E T H:

          WHEREAS, this Assignment and Assumption Agreement (the "Agreement")
relates to the Credit Agreement dated as of March 19, 1997 (as the same may
be amended from time to time, the "Credit Agreement") among Polaroid
Corporation (the "Company"), the Assignor and the other Banks party thereto,
as Banks, Morgan Guaranty Trust Company of New York, as Agent (the "Agent")
and The First National Bank of Boston, as Co-Agent;

          WHEREAS, as provided under the Credit Agreement, the Assignor has a
Commitment to make Loans to the Company and its Eligible Subsidiaries in an
aggregate principal amount at any time outstanding not to exceed $__________;

          WHEREAS, [Committed] Loans made to the Company and its Eligible
Subsidiaries by the Assignor under the Credit Agreement are outstanding at
the date hereof in an aggregate principal amount of $__________; and

          WHEREAS, the Assignor proposes to assign to the Assignee all of the
rights of the Assignor under the Credit Agreement in respect of a portion of
its Commitment thereunder in an amount equal to $__________ (the "Assigned
Amount") together with a corresponding portion of each of its outstanding
[Committed] Loans, and the Assignee proposes to accept assignment of such
rights and assume the corresponding obligations from the Assignor on such
terms;

          NOW, THEREFORE, in consideration of the foregoing and the mutual
agreements contained herein, the parties hereto agree as follows:

          SECTION 1. Definitions.  All capitalized terms not otherwise
defined herein have the respective meanings set forth in the Credit
Agreement.





<PAGE>


          SECTION 2.  Assignment.  The Assignor hereby assigns and sells to
the Assignee all of the rights of the Assignor under the Credit Agreement and
its Notes to the extent of the Assigned Amount and a corresponding portion of
each of its outstanding [Committed] Loans, and the Assignee hereby accepts
such assignment from the Assignor and assumes all of the obligations of the
Assignor under the Credit Agreement to the extent of the Assigned Amount.
Upon (i) the execution and delivery by the Assignor and the Assignee, and the
acknowledgment and acceptance by the Company and the Agent, of this Agreement
and (ii) the payment by the Assignee of the amounts specified in Section 3 of
this Agreement required to be paid on the date hereof and the processing fee
specified in Section 11.06(c) of the Credit Agreement, (A) the Assignee
shall, as of the date hereof, succeed to the rights and be obligated to
perform the obligations of a Bank under the Credit Agreement to the extent of
the Assigned Amount and acquire the rights of the Assignor with respect to a
corresponding portion of each of its outstanding [Committed] Loans and (B)
the Commitment of the Assignor shall, as of the date hereof, be reduced by a
like amount and the Assignor shall be released from its obligations under the
Credit Agreement to the extent such obligations have been so assumed by the
Assignee.  The assignment provided for herein shall be without recourse to
the Assignor.

          SECTION 3.  Payments.  As consideration for the assignment and sale
contemplated in Section 2 hereof, the Assignee shall pay to the Assignor on
the date hereof in Federal funds an amount equal to $_________, being the sum
of (i) the aggregate principal amount of the outstanding [Committed] Loans so
assigned, (ii) interest accrued thereon up to but excluding the date hereof
and (iii) commitment and/or facility fees accrued in respect thereof up to
but excluding the date hereof.  It is understood that commitment and/or
facility fees accrued to the date hereof are for the account of the Assignor
and such fees accruing from and including the date hereof are for the account
of the Assignee.  Each of the Assignor and the Assignee hereby agrees that if
it receives any amount under the Credit Agreement which is for the account of
the other party hereto, it shall receive the same for the account of such
other party to the extent of such other party's interest therein and shall
promptly pay the same to such other party.

          SECTION 4.  Consent of the Company and the Agent.  This Agreement
is conditioned upon the consent of the Company (which consent shall, as
provided by the Credit Agreement, not be unreasonably withheld) and the Agent
pursuant to the Credit Agreement.  The acknowledgment of receipt of this
Agreement by the Company and the Agent is evidence of this consent.

          SECTION 5.  Non-Reliance on Assignor.  The Assignor makes no
representation or warranty in connection with, and shall have no
responsibility with respect to, the solvency, financial condition, or
statements of the Company, or the validity and enforceability of the
obligations of any Borrower in respect of the Credit Agreement or any Note.
The Assignee acknowledges that it has, independently and without reliance on
the Assignor, and based on such documents and information as it has deemed
appropriate, made its own credit analysis and decision to enter into this
Agreement and will continue to be responsible for making its own independent
appraisal of the business, affairs and financial condition of the Company.




<PAGE>


          SECTION 6.  Governing Law.  This Agreement shall be governed by and
construed in accordance with the laws of the State of New York.

          SECTION 7.  Counterparts.  This Agreement may be signed in any
number of counterparts, each of which shall be an original, with the same
effect as if the signatures thereto and hereto were upon the same instrument.
          



<PAGE>


          

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


                            [ASSIGNOR]


                            By_________________________
                              Title:


                            [ASSIGNEE]


                            By__________________________
                              Title:


Acknowledged and accepted
as of the date first
above written.


POLAROID CORPORATION


By__________________________
  Title:


MORGAN GUARANTY TRUST COMPANY
  OF NEW YORK, as Agent


By__________________________
  Title:
_______________________________