$375,000,000
                               
        AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT
                               
                          dated as of
                               
                       November 30, 1998
                               
                               
                             among
                               
                               
                        MILACRON INC.,
                               
     CINCINNATI MILACRON KUNSTSTOFFMASCHINEN EUROPA GMBH,
                               
                   THE LENDERS LISTED HEREIN
                               
                              and
                               
                    BANKERS TRUST COMPANY,
                           as Agent


                       TABLE OF CONTENTS
                               
                                                         Page

SECTION 1.  DEFINITIONS.                                  1
               
        1.1  Definitions                                  1
        1.2  Accounting Principles                        27
        1.3  Other Definitional Provisions                27
        1.4  Closing Date                                 27

SECTION 2.  AMOUNT AND TERMS OF LOANS.                    27
               
        2.1  The Revolving Loans                          27
        2.2  Minimum Amount of Each Borrowing             29
        2.3  Notice of Borrowing                          30
        2.4  Disbursement of Funds                        31
        2.5  Evidence of Debt                             32
        2.6  Conversion or Continuation of Revolving
                Loans                                     33
        2.7  Pro Rata Borrowings and Issuances            34
        2.8  Interest                                     34
        2.9  Interest Periods                             36
        2.10  Increased Costs, Illegality, etc.           37
        2.11  Compensation                                42
        2.12  Proceeds of Revolving Loans                 43
        2.13  Fees and Commissions                        43
        2.14  Letters of Credit.                          44
        2.15  Replacement Lender                          52
        2.16  Certain Computations                        53
        2.17  Change of Lending Office                    53
        2.18  EURO Provisions                             54

SECTION 3.  REDUCTIONS IN COMMITMENTS; PREPAYMENTS AND
               PAYMENTS.                                  55
               
        3.1  Voluntary Reductions in Total Revolving
                Loan Commitment                           55
        3.2  Voluntary Prepayments                        55
        3.3  Mandatory Prepayments                        56
        3.4  Method and Place of Payment                  57
        3.5  Net Payments                                 57

SECTION 4.  CONDITIONS TO REVOLVING LOANS AND LETTERS
               OF CREDIT.                                 58
               
        4.1  Conditions to All Revolving Loans            58
        4.2  Conditions to All Letters of Credit          59

SECTION 5.  AFFIRMATIVE COVENANTS.                        60
               
        5.1  Furnish Financial Statements and
                Information, etc.                         60
        5.2  Inspection                                   61
        5.3  Taxes, Charges, etc.                         61
        5.4  Corporate Existence, etc.                    62
        5.5  Notice of Default                            62
        5.6  Consolidated Net Worth                       62
        5.7  ERISA                                        62
        5.8  Insurance                                    63
        5.9  Maintenance of Property                      63
        5.10  Compliance with Laws, etc.                  63
        5.11  Consolidated Total Indebtedness to
                Consolidated EBITDA                       64
        5.12  Environmental Events                        64
        5.13 Year 2000                                    65

SECTION 6.  NEGATIVE COVENANTS.                           65
               
        6.1  Liens                                        65
        6.2  Restrictions on Fundamental Changes          67
        6.3  Domestic Subsidiary Indebtedness             68
        6.4  Fixed Charge Coverage Ratio                  69
        6.5  ERISA                                        69
        6.6  Sale or Discount of Notes Receivables        69
        6.7  Amendments or Waivers of Charter or By-
                laws or of Certain Documents Relating
                to Certain Indebtedness                   70
        6.8  Sale-leaseback Transactions                  70
        6.9  No Further Negative Pledges                  71
        6.10  Refinancing Indebtedness                    71
        6.11  Investments                                 71
        6.12  Sale, Transfer, etc. of Assets              72

SECTION 7.  EVENTS OF DEFAULT.                            72
               
        7.1  Failure To Make Payments When Due            72
        7.2  Breach of Certain Covenants                  72
        7.3  Breach of Warranty                           72
        7.4  Default in Other Agreements                  73
        7.5  Judgments                                    73
        7.6  Other Defaults Under Agreement or Loan
                Documents                                 73
        7.7  Bankruptcy; Appointment of Receiver,
                Dissolution, etc.                         73
        7.8  Unfunded ERISA Liabilities                   74
        7.9  Change in Control                            74

SECTION 8.  REPRESENTATIONS, WARRANTIES AND
               AGREEMENTS.                                76
               
        8.1  Financial Information; Undisclosed
                Liabilities                               76
        8.2  Adverse Changes                              77
        8.3  Litigation                                   77
        8.4  Authorization, etc.                          77
        8.5  Corporate Status                             78
        8.6  Title; Insurance                             78
        8.7  Taxes, etc.                                  79
        8.8  ERISA                                        79
        8.9  Margin Regulations                           80
        8.10  Disclosure                                  80
        8.11  Patents, Trademarks, etc.                   80
        8.12  Environmental Matters                       81
        8.13  Year 2000                                   82

SECTION 9.  AGENT.                                        83
               
        9.1  Appointment                                  83
        9.2  Nature of Duties                             83
        9.3  Rights, Exculpation, etc.                    84
        9.4  Reliance                                     84
        9.5  Indemnification                              85
        9.6  The Agent, Individually                      85
        9.7  Holders of Notes                             85
        9.8  Resignation by the Agent                     86
        9.9  Removal                                      86

SECTION 10.  CONDITIONS PRECEDENT.                        87
               
        10.1  Conditions to Effectiveness                 87

SECTION 11.  MISCELLANEOUS.                               88
               
        11.1  Exercise of Rights                          88
        11.2  Amendment and Waiver, etc                   89
        11.3  Expenses and Indemnification                90
        11.4  Successors and Assigns; Participations
                and Assignments                           92
        11.5  Notices, Requests, Demands                  95
        11.6  Determination of Dollar Equivalent          96
        11.7  Survival of Representations and
                Warranties                                96
        11.8  Governing Law                               96
        11.9  Counterparts                                96
        11.10  Set-Off                                    96
        11.11  Proration of Excess Payments               97
        11.12  Submission to Jurisdiction; Venue;
                Waiver of Jury Trial                      98
        11.13  Survival                                   99
        11.14  Lender's Representation and Certain
                Agreements                                99
        11.15  Headings                                   101
        11.16  Change in Accounting Principles            101
        11.17  Defaulting Lender                          101
        11.18  Confidentiality                            102
        11.19  Judgment Currency                          103
        11.20  Register                                   104

        SCHEDULES
        Schedule 2.1    - Lenders' Revolving Loan Commitment 
                          and Pro Rata Share
        Schedule 6.11   - Investments
        Schedule 8.6(b) - Insurance
                  
EXHIBITS
               
EXHIBIT A-1  - Form of Dollar Revolving Note
EXHIBIT A-2  - Form of Deutsche Mark Revolving Note
EXHIBIT B-1  - Form of Notice of Borrowing
EXHIBIT B-2  - Form of Notice of Conversion/Continuation
EXHIBIT B-3  - Form of Request for Issuance
EXHIBIT C-1  - Form of Opinion of Cravath, Swaine & Moore
EXHIBIT C-2  - Form of Opinion of Wayne F. Taylor
EXHIBIT C-3  - Form of Opinion of German Counsel
EXHIBIT D    - Form of Opinion of Cahill Gordon & Reindel
EXHIBIT E    - Form of Officers' Certificate
EXHIBIT F    - Form of Company Guaranty
EXHIBIT G    - Form of Assignment and Assumption Agreement
        


  AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT dated
November 30, 1998 (the "Agreement") among MILACRON INC., a
Delaware corporation (the "Borrower" and the "Company"),
CINCINNATI MILACRON KUNSTSTOFFMASCHINEN EUROPA GMBH, a German
corporation (the "German Borrower" and, collectively with the
Company, the "Borrowers"), the LENDERS listed on Schedule 2.1
hereto (each, a "Lender" and collectively, the "Lenders") and
BANKERS TRUST COMPANY, as the agent for the Lenders (in such
capacity, the "Agent").  All capitalized terms used herein and
not otherwise defined shall have the meaning specified in
Section 1.1.

                               
                       R E C I T A L S :
                               
                               
          WHEREAS, the Company has requested that the Agent and
the Lenders amend and restate the Existing Credit Agreement to
provide for, among other things, an increase in the amount of
the Commitments and the modification of certain covenants;

          WHEREAS, the Company, the Lenders and the Agent
desire to amend and restate the Existing Credit Agreement in
connection therewith and to reflect certain other agreed upon
changes, all upon the terms and conditions set forth herein;

          NOW, THEREFORE, in consideration of the premises and
of the mutual covenants herein contained, the Company, the
German Borrower, the Lenders and the Agent hereto agree as
follows:

          SECTION 1.  DEFINITIONS.
                      
          1.1  Definitions.  As used herein the following terms
shall have the meanings herein specified:

          "Affiliate" shall mean, with respect to any Person,
any other Person directly or indirectly controlling, controlled
by or under common control with that Person.  For the purposes
of this definition, "control" (including with correlative
meanings, the terms "controlling", "controlled by" and "under
common control with"), as applied to any Person, means the
possession, directly or indirectly, of the power to direct or
cause the direction of the management and policies of that
Person, whether through the ownership of voting securities or
by contract or otherwise.

          "Agent" shall have the meaning provided in the first
paragraph of this Agreement.

          "Agent's Office" shall mean the office of the Agent
located at 130 Liberty Street, New York, New York 10006, or
such other office in New York as the Agent may hereafter
designate in writing as such to the other parties hereto.

          "Agreement" shall mean this Amended and Restated
Revolving Credit Agreement, as the same may after its execution
be amended, supplemented or otherwise modified from time to
time in accordance with the terms hereof.

          "Alternate Currency" shall mean Deutsche Marks.

          "Alternate Currency Equivalent" shall mean the
Deutsche Mark Equivalent.

          "Alternate Currency Loan" shall mean any Alternate
Currency Revolving Loan.

          "Alternate Currency Revolving Loan" shall mean a
Deutsche Mark Revolving Loan.

          "Alternative Currency Sublimit" shall have the
meaning provided in Section 2.1(b).

          "Applicable" shall mean, with respect to Regulation D
being applicable to any determination of the Deutsche Mark Euro
Rate, that Regulation D reserves would be applicable to the
Deutsche Mark Revolving Loan as to which such interest rate
would apply (including by giving effect to the assumption that
a Lender had funded such Deutsche Mark Revolving Loan through
the purchase of a Deutsche Mark deposit by a Subsidiary or
Affiliate of such Lender in the London interbank market and the
transfer thereof to such Lender from such Subsidiary or
Affiliate).

          "Applicable Borrowing Margin" shall mean:

          (a)  with respect to Eurodollar Loans and Alternate
     Currency Loans, if the ratio of Consolidated Total
     Indebtedness to Consolidated EBITDA, as evidenced by the
     Compliance Certificate of the Company from the preceding
     quarter and upon receipt of such Compliance Certificate
     the relevant applicable Borrowing Margin will be given
     effect, is (x) greater than 3.25 to 1.0, 2.125% per annum,
     (y) equal to or less than 3.25 to 1.00 but greater than
     2.75 to 1.0, 1.500% per annum, (z) equal to or less than
     2.75 to 1.0 but greater than 2.50 to 1.0, 1.250% per
     annum, (xx) equal to or less than 2.50 to 1.0 but greater
     than 2.25 to 1.0, 1.000% per annum (yy) equal to or less
     than 2.25 to 1.0 but greater than 2.00 to 1.0, .750% per
     annum, (zz) equal to or less than 2.00 to 1.0 but greater
     than 1.50 to 1.0 .550% per annum and (xxx) equal to or
     less than 1.50 to 1.0, .350% per annum; and
     
          (b)  with respect to Fixed CD Rate Loans, if the
     ratio of Consolidated Total Indebtedness to Consolidated
     EBITDA, as evidenced by the Compliance Certificate of the
     Company from the preceding quarter and upon receipt of
     such Compliance Certificate the relevant applicable
     Borrowing Margin will be given effect, is (x) greater than
     3.25 to 1.0, 3.375% per annum, (y) equal to or less than
     3.25 to 1.00 but greater than 2.75 to 1.0, 2.750% per
     annum, (z) equal to or less than 2.75 to 1.0 but greater
     than 2.50 to 1.0, 2.500% per annum, (xx) equal to or less
     than 2.50 to 1.0 but greater than 2.25 to 1.0, 2.250% per
     annum, (yy) equal to or less than 2.25 to 1.0 but greater
     than 2.00 to 1.0, 1.325% per annum (zz) equal to or less
     than 2.00 to 1.0 but greater than 1.50 to 1.0, 1.305% per
     annum and (xxx) equal to or less than 1.50 to 1.0, 1.285%
     per annum.
     
          "Applicable Currency" shall mean Dollars and each
Available Alternate Currency.

          "Applicable Fee Percentage" shall mean, with respect
to the Facility Fee as defined in Section 2.13, if the ratio of
Consolidated Total Indebtedness to Consolidated EBITDA, as
evidenced by the Compliance Certificate of the Company from the
preceding quarter and upon receipt of such Compliance
Certificate the relevant Applicable Fee Percentage will be
given effect, is (x) greater than 3.25 to 1.0, .375% per annum,
(y) equal to or less than 3.25 to 1.0 but greater than 2.75 to
1.0, .375% per annum, (z) equal to or less than 2.75 to 1.0 but
greater than 2.50 to 1.0, .250% per annum, (xx) equal to or
less than 2.50 to 1.0 but greater than 2.25 to 1.0, .250% per
annum, (yy) equal to or less than 2.25 to 1.0 but greater than
2.00 to 1.0, .250% per annum, (zz) equal to or less than 2.00
to 1.0 but greater than 1.50 to 1.0, .200% per annum and (xxx)
equal to or less than 1.50 to 1.0, .150% per annum.

          "Authorized Officer" shall mean, in the case of the
Company, any of the chief executive officer, the president, the
chief financial officer, the treasurer, any assistant
treasurer, any vice-president, the secretary or the general
counsel or, in case of the German Borrower, any of its managing
directors or any other officer of the Borrower or German
Borrower, as the case may be, who is designated in writing to
the Agent and the Issuing Lender by any of the foregoing
officers of such Borrowers as being authorized to give such
notices under this Agreement.

          "Available Alternate Currency" shall mean the
Alternate Currency except to the extent that the Agent has
given notice to the Company and the German Borrower pursuant to
Section 2.10(a) (which notice has not been rescinded by the
Agent) that the Alternate Currency is no longer available.

          "Average Life" shall mean, as of the date of
determination, with respect to any Indebtedness, the quotient
obtained by dividing (a) the sum of the product of (i) the
number of days from such date to the date of each successive
scheduled principal or redemption payment of such Indebtedness
multiplied by (ii) the amount of such principal or redemption
payment by (b) the sum of all such principal or redemption
payments, and then by (c) 365.25.

          "Bankruptcy Code" shall mean Title 11 of the United
States Code entitled "Bankruptcy," as amended from time to
time, and any successor statute.

          "Base Rate" shall mean at any time the higher of
(i) the Federal Funds Rate plus 1/2 of 1% and (ii) the Prime
Lending Rate.

          "Base Rate Loan" or "Base Rate Loans" shall mean any
Dollar Revolving Loan or Dollar Revolving Loans during any
period during which such Dollar Revolving Loan or Dollar
Revolving Loans are bearing interest at the rates provided for
in Section 2.8(a).

          "Borrower" shall mean Milacron Inc., a Delaware
corporation.

          "Borrowing" shall mean and include the incurrence
pursuant to a Notice of Borrowing and to the Loan Facility of
one Type of Revolving Loan from all the Lenders on a given
date, having the same Interest Period; provided, however, that
Revolving Loans of a different Type extended pursuant to
Section 2.10(b) shall be considered part of the related
Borrowing.

          "BTCo" shall mean Bankers Trust Company.

          "Business Day" shall mean (i) for all purposes other
than as covered by clause (ii) below, any day except Saturday,
Sunday and any day which shall be in New York City a legal
holiday or a day on which banking institutions are authorized
or required by law or other government action to close and
(ii) with respect to all notices and determinations in
connection with, and payments of principal and interest on,
Fixed Rate Loans, any day which is a Business Day described in
clause (i) above and which is also a day for trading by and
between banks in the London interbank Eurodollar market and
which shall not be a legal holiday or a day on which banking
institutions are authorized or required by law or other
government action to close in the city where the applicable
Payment Office of the Agent is located including, but not
limited to, German banking holidays, including but not limited
to those in Frankfurt, in respect of such Fixed Rate Loan.

          "Capital Lease" shall mean, as applied to any Person,
any lease of any property (whether real, personal or mixed) by
that Person as lessee which, in accordance with GAAP, is or
should be accounted for as a capital lease on the balance sheet
of such Person.

          "Capitalized Lease Obligations" of any Person shall
mean all obligations under Capital Leases of such Person or any
of its Subsidiaries in each case taken at the amount thereof
accounted for as liabilities in accordance with GAAP.

          "Cash Equivalents" shall mean (i) securities issued
or directly and fully guaranteed or insured by the United
States of America or any agency or instrumentality thereof
(provided that the full faith and credit of the United States
of America is pledged in support thereof) having maturities of
not more than three years from the date of acquisition,
(ii) marketable direct obligations issued by any State of the
United States of America or any local government or other
political subdivision thereof rated (at the time of acquisition
of such security) at least AA by S&P or the equivalent thereof
by Moody's having maturities of not more than one year from the
date of acquisition, (iii) U.S. dollar denominated time
deposits, certificates of deposit and bankers' acceptances of
(x) any Lender or (y) any domestic financial institution having
a short-term commercial paper rating (at the time of
acquisition of such security) by S&P of at least A-1 or the
equivalent thereof or by Moody's of at least P-1 or the
equivalent thereof (any such Lender or financial institution,
an "Approved Bank"), in each case with maturities of not more
than one year from the date of acquisition, (iv) commercial
paper and variable or fixed rate notes issued by any Approved
Bank or by the parent company of any Approved Bank and
commercial paper and variable rate notes issued by, or
guaranteed by, any industrial or financial company with a short-
term commercial paper rating (at the time of acquisition of
such security) of at least A-1 or the equivalent thereof by S&P
or at least P-1 or the equivalent thereof by Moody's, or
guaranteed by any industrial company with a long-term unsecured
debt rating (at the time of acquisition of such security) of at
least AA or the equivalent thereof by S&P or the equivalent
thereof by Moody's and in each case maturing within one year
after the date of acquisition, (v) repurchase agreements with
any bank or any primary dealer maturing within one year from
the date of acquisition that are fully collateralized by
investment instruments that would otherwise be Cash
Equivalents; provided that the terms of such repurchase
agreements comply with the guidelines set forth in the Federal
Financial Institutions Examination Council Supervisory Policy -
- Repurchase Agreements of Depository Institutions With
Securities Dealers and Others, as adopted by the Comptroller of
the Currency on October 31, 1985 and (vi) investments in money
market funds substantially all the assets of which are
comprised of securities of the types described in clauses (i)
through (v) above.

          "CD Office" shall mean the office of each Lender set
forth opposite its name on the signature page of this Agreement
under such heading, or if no such office is set forth opposite
its name, then its Domestic Office, or such other office as
such Lender may specify from time to time.

          "CERCLA" shall mean the Comprehensive Environmental
Response, Compensation, and Liability Act of 1980, as amended
by the Superfund Amendments and Reauthorization Act of 1986, as
amended from time to time.

          "Certain Existing Indebtedness" shall mean (i) the
$115,000,000 aggregate principal amount of 8 3/8% Notes of the
Company due 2004 and (ii) the $100,000,000 aggregate principal
amount of 7 7/8% Notes of the Company due 2000.

          "Certificate of Deposit Rate" shall mean, with
respect to each Interest Period for a Fixed CD Rate Loan, the
average (rounded upward to the next whole multiple of 1/100 of
1%) of the consensus bid rates determined by the Agent for the
bid rates per annum, at approximately 10:00 a.m. (New York
time) on the first day of such Interest Period, of two or more
New York certificate of deposit dealers of recognized standing
selected by the Agent for the purchase at face value from the
Agent in New York of its certificates of deposit in an
aggregate amount approximately comparable to the Fixed CD Rate
Loan to which such Interest Period is applicable and with a
maturity equal to such Interest Period.

          "Closing Date" is defined in Section 1.4 hereof.

          "CMKE" shall mean Cincinnati Milacron
Kunststoffmaschinen Europa GmbH, a German corporation and a
wholly-owned Subsidiary of the Company.

          "Code" shall mean the Internal Revenue Code of 1986,
as amended from time to time and any successor statute thereto.
Section references to the Code are to the Code as in effect at
the date of this Agreement and any subsequent provisions of the
Code amendatory thereof, supplemental thereto or substituted
therefor.

          "Commitment" shall mean, with respect to each Lender,
the amount specified opposite such Lender's name on Schedule
2.1 hereto, as the same may be reduced from time to time
pursuant to Section 3.1 hereof.

          "Company" shall have the meaning provided in the
preamble of this Agreement.

          "Company Guarantee" shall have the meaning provided
in Section 10.1(a)9.

          "Compliance Certificate" means a certificate
delivered to the Lenders by the Company pursuant to Section
5.1(d)(ii).

          "Consolidated Capital Expenditures" shall mean, for
any period, the aggregate of all expenditures (whether paid in
cash or accrued as a liability and including expenditures for
maintenance and repairs which should in accordance with GAAP be
capitalized on the balance sheet of the Company and all
obligations with respect to Capital Leases and all capitalized
interest) by the Company and its Consolidated Subsidiaries
during that period, which, in conformity with GAAP, are
included or required to be included in "additions to property,
plant or equipment" or similar items reflected in the
consolidated statement of cash flows of the Company.

          "Consolidated EBIT" means, without duplication, for
any consecutive four fiscal quarter period, the sum of the
amounts for such period of (i) the Company's Consolidated Net
Income, excluding therefrom any extraordinary or non-recurring
items of gain or loss for such period (including, but not
limited to, the loss resulting from discontinued operations in
the fiscal quarter ending September 30, 1998 in the amount of
$39,100,000), plus (ii) the aggregate amounts deducted in
determining Consolidated Net Income for such period in respect
of (a) the provision for taxes based on income of the Company
and its Consolidated Subsidiaries and (b) Interest Expense, all
as determined on a consolidated basis for the Company and its
Consolidated Subsidiaries for such period in conformity with
GAAP.

          "Consolidated EBITDA" means, without duplication, for
any consecutive four fiscal quarter period, the sum of the
amounts for such period of (i) the Company's Consolidated Net
Income, excluding therefrom any extraordinary or non-recurring
items of gain or loss for such period (including, but not
limited to, the loss from discontinued operations in the fiscal
quarter ending September 30, 1998 in the amount of
$39,100,000), plus (ii) the aggregate amounts deducted in
determining Consolidated Net Income for such period in respect
of (a) the provision for taxes based on income of the Company
and its Consolidated Subsidiaries, (b) Interest Expense and (c)
depreciation, amortization and other similar non-cash expenses
of the Company and its Consolidated Subsidiaries, all as
determined on a consolidated basis for the Company and its
Consolidated Subsidiaries for such period in conformity with
GAAP.

          "Consolidated Net Income" of the Company for any
period shall mean the net earnings of the Company and its
Consolidated Subsidiaries determined on a consolidated basis
for such period, after all proper charges, including charges
for depreciation, depletion, obsolescence, amortization,
interest on indebtedness and all taxes, including taxes in
respect of income.

          "Consolidated Net Worth" shall mean, as at any date
at which the amount thereof shall be determined, the sum for
the company and its Consolidated Subsidiaries (determined
without duplication in accordance with GAAP) of the following:
(i) the amount of capital stock and paid in capital (excluding
the cost of treasury shares or other similar equity interests),
plus (ii) the amount of surplus and retained earnings (or, in
the case of surplus or retained earnings deficit, minus the
amount of such deficit).

          "Consolidated Subsidiary" shall mean, with respect to
the Company, each Subsidiary of the Company the accounts of
which are consolidated in the financial statements referred to
in Section 8.1 or 5.1.

          "Consolidated Total Indebtedness" shall mean the
aggregate of all Total Indebtedness of the Company and its
Consolidated Subsidiaries determined on a consolidated basis;
provided, however, that such amount shall be reduced by the
amount in Dollars of cash and Cash Equivalents on the
consolidated balance sheet of the Company and its Consolidated
Subsidiaries on a consolidated basis in conformity with GAAP in
excess of $25,000,000 as of the date of the amount thereof
shall be determined; and provided further, however, that for
the purposes of determining the ratio of Consolidated Total
Indebtedness to Consolidated EBITDA in connection with any
determination of the Applicable Borrowing Margin, such amount
for the fiscal quarter ending September 30, 1998 shall also be
reduced by the amount of $180,000,000 received in connection
with the divestiture of the "Machine Tools" group.

          "Contingent Obligations" shall mean, as to any
Person, without duplication, any obligation of such person
guaranteeing or intended to guarantee any Indebtedness, leases,
dividends or other obligations ("primary obligations") of any
other Person (the "primary obligor") in any manner, whether
directly or indirectly, including, without limitation, any
obligation of such Person, whether or not contingent, (a) to
purchase any such primary obligation or any property
constituting direct or indirect security therefor, (b) to
advance or supply funds (i) for the purchase or payment of any
such primary obligation or (ii) to maintain working capital or
equity capital of the primary obligor or otherwise to maintain
the net worth or solvency of the primary obligor, (c) to
purchase property, securities or services primarily for the
purpose of assuring the owner of any such primary obligation of
the ability of the primary obligor to make payment of such
primary obligation or (d) otherwise to assure or hold harmless
the owner of such primary obligation against loss in respect
thereof; provided, however, that the term Contingent Obligation
shall not include endorsements of instruments for deposit or
collection in the ordinary course of business.  The amount of
any Contingent Obligation shall be deemed to be an amount equal
to the maximum amount that such Person may be obligated to
expend pursuant to the terms of such Contingent Obligation or,
if such Contingent Obligation is not so limited, the stated or
determinable amount of the primary obligation in respect of
which such Contingent Obligation is made or, if not stated or
determinable, the maximum reasonably anticipated liability in
respect thereof (assuming such Person is required to perform
thereunder) as determined by such person in good faith.

          "Contractual Obligation" shall mean, as applied to
any Person, any provision of any security issued by that Person
or of any loan or credit agreement, indenture, mortgage, lease
or other instrument or agreement.

          "Default" shall mean any event, act or condition
which with notice or lapse of time or both would constitute an
Event of Default if that condition or event were not cured or
removed within any applicable grace or cure period.

          "Defaulting Lender" shall mean (i) any Lender that
fails in its obligation to fund any Revolving Loan pursuant to
Section 2.1 and such failure continues for five Business Days;
(ii) any Lender as to which any event of the type described in
Section 7.7 occurs (with all references in such Section to the
Borrower instead being to such Lender); (iii) any Lender as to
which any Governmental Authority (including, without
limitation, the OTS, RTC, FDIC, OCC or Federal Reserve Board)
directly or indirectly seizes, takes possession of or
undertakes, authorizes or orders similar action with respect
to, or authorizes, or orders the liquidation, dissolution,
winding up, sale, transfer or other disposition of, or takes
steps or institutes proceedings or otherwise proceeds to
liquidate, dissolve, wind up, sell, transfer or otherwise
dispose of, such Lender or all or any part of such Lender's
property or appoints or authorizes or orders the appointment of
a receiver, liquidator, sequestrator, trustee, custodian,
conservator or other officer or entity having similar powers
over such Lender or over all or any part of such Lender's
property; or (iv) any Lender that fails in its obligation to
make available to an Issuing Lender such Lender's participation
in any unreimbursed amount of any drawing under any Letter of
Credit as provided in Section 2.14(a) and such failure
continues for five Business Days.

          "Deutsche Mark Equivalent" shall mean, at any time
for the determination thereof, the amount of Deutsche Marks
which could be purchased with the amount of Dollars involved in
such computation at the spot exchange rate therefor as quoted
by BTCo as of 11:00 a.m. (London time) on the date two Business
Days prior to the date of any determination thereof for
purchase on such date.

          "Deutsche Mark Euro Rate" shall mean (a) (i) the rate
per annum that appears on page 3750/3740 of the Dow Jones
Telerate Screen (or any successor page) for Deutsche Mark
deposits with maturities comparable to the Interest Period
applicable to the Deutsche Mark Loans subject to the respective
Borrowing, determined as of 11:00 A.M. (London time) on the
date which is three Business Days prior to the commencement of
such Interest Period or, if such a rate does not appear on page
3750/3740 of the Dow Jones Telerate Screen (or any successor
page), (ii) the offered quotation to first-class banks in the
London interbank Eurodollar market by BTCo for Deutsche Mark
deposits of amounts in immediately available funds comparable
to the outstanding principal amount of the Deutsche Mark Loan
of BTCo with maturities comparable to the Interest Period
applicable to such Deutsche Mark Loan commencing two Business
Days thereafter as of 11:00 a.m. (London time) on the date
which is two Business Days prior to the commencement of such
Interest Period, in either case divided (and rounded off to the
nearest 1/16 of 1%) by (b) a percentage equal to 100% minus the
then stated maximum rate of all reserve requirements
(including, without limitation, any marginal, emergency,
supplemental, special or other reserves required by applicable
law) applicable to any member bank of the Federal Reserve
System in respect of Eurocurrency funding or liabilities as
defined in Regulation D (or any successor category of
liabilities under Regulation D) to the extent Applicable;
provided, in the event that the Agent has made any
determination pursuant to Section 2.10(a)(i) in respect of
Deutsche Mark Loans, the Deutsche Mark Euro Rate determined
pursuant to clause (a) of this definition shall instead be the
rate determined by BTCo as the all-in cost of funds for BTCo to
fund such Deutsche Mark Loan with maturities comparable to the
Interest Period applicable thereto.

          "Deutsche Mark Loan" shall mean a Deutsche Mark
Revolving Loan.

          "Deutsche Mark Revolving Loan" shall have the meaning
provided in Section 2.1(b).

          "Deutsche Mark Revolving Note" shall have the meaning
provided in Section 2.5(a).

          "Deutsche Marks" shall mean freely transferable
lawful money of Germany.

          "Dividends" shall mean any dividends declared or paid
on the shares of capital stock of the Company (other than stock
dividends), any cash distribution to the stockholders of the
Company or any funds set aside for any such purpose and the
excess of the cost of redemption or purchase by the Company of
any of its shares of capital stock of any class over any cash
proceeds from the sale of other shares of the Company's capital
stock of any class used for the purpose of such redemption or
purchase.

          "Dollar Equivalent" shall mean, at any time for the
determination thereof, the amount of Dollars which could be
purchased with the amount of Deutsche Marks involved in such
computation at the spot exchange rate therefor as quoted by
BTCo as of 11:00 a.m. (London time) on the date two Business
Days prior to the date of any determination thereof for
purchase on such date.

          "Dollar Loan" shall mean each Dollar Revolving Loan.

          "Dollar Revolving Loan" shall have the meaning
provided in Section 2.1(b).

          "Dollar Revolving Note" shall have the meaning
provided in Section 2.5(a).

          "Dollars" and the symbol "$" shall each mean freely
transferable lawful money of the United States.

          "Domestic Office" shall mean the office of each
Lender set forth opposite its name on the signature pages of
this Agreement under such heading, or if only one office is set
forth opposite its name, then such office.

          "Domestic Subsidiary" shall mean a Subsidiary whose
jurisdiction of incorporation is within the United States that
is not a Foreign Subsidiary.

          "Effective Date" shall mean November 30, 1998.

          "Eligible Assignee" shall have the meaning assigned
to such term in Section 11.4(c).

          "Eligible Transferee" shall mean and include a
commercial bank, financial institution or other accredited
investor" (as defined in Regulation D of the Securities Act).

          "EMU" shall have the meaning provided in Section
2.18.

          "Environmental Laws" shall mean the common law and
all Federal, state, local and foreign laws or regulations,
guidance or standards codes, orders, decrees, judgments or
injunctions issued, promulgated, approved or entered thereunder
now or hereafter in effect, including, without limitation,
CERCLA, RCRA, FWPCA, FCAA and TSCA, relating to pollution or
protection of human health and the environment, including,
without limitation, laws relating to (i) emissions, discharges,
releases or threatened releases of and exposure to pollutants,
constituents, hazardous or toxic substances or wastes,
including, without limitation, asbestos or asbestos containing
material, petroleum, including crude oil or any fraction
thereof, or any petroleum product (collectively referred to as
"Hazardous Materials") into the environment (including, without
limitation, ambient air, surface water, groundwater, land
surface or subsurface strata) or (ii) relating to the
manufacture, processing, distribution, use, generation,
treatment, storage, disposal, transport or handling of
Hazardous Materials, and (iii) underground storage tanks, as
defined by any law regulating Hazardous Materials, and
emissions, discharges, releases or threatened releases
therefrom.

          "ERISA" shall mean the Employee Retirement Income
Security Act of 1974, as amended from time to time.  Section
references to ERISA are to ERISA, as in effect at the date of
this Agreement and any subsequent provisions of ERISA,
amendatory thereof, supplemental thereto or substituted
therefor.

          "ERISA Affiliate" shall mean any person (as defined
in Section 3(9) of ERISA) that is a member of any group of
persons described in Section 414(b) or (c) of the Code of which
the Company is a member; provided, however, that for purposes
of those provisions of Sections 5.7, 6.5, 7.8 and 8.8 hereof
relating to Section 412 of the Code or Section 302 of ERISA,
the term "ERISA Affiliate" shall also mean any such person that
is a member of any group of persons described in Section 414(m)
or (o) of the Code of which the Company is a member.

          "Euro" shall have the meaning provided in Section
2.18.

          "Eurodollar Loan" or "Eurodollar Loans" shall mean
any Revolving Loan or Revolving Loans during any period during
which such Revolving Loan or Revolving Loans are maintained in
Eurodollars or otherwise are bearing interest at the rates
provided for in Section 2.8(b).

          "Eurodollar Office" shall mean the office of each
Lender set forth opposite its name on the signature pages of
this Agreement under such heading, or if only one office is set
forth opposite its name, then such office, or such other office
as such Lender may specify from time to time.

          "Eurodollar Rate" shall mean (a) the offered
quotation to first-class banks in the Interbank Eurodollar
market by BTCo for Dollar deposits of amounts in immediately
available funds comparable to the outstanding principal amount
of the Eurodollar Loan of BTCo with maturities comparable to
the Interest Period applicable to such Eurodollar Loan
commencing two Business Days thereafter as of 10:00 a.m. (New
York time) on the date which is two Business Days prior to the
commencement of such Interest Period, divided (and rounded off
to the nearest 1/16 of 1%) by (b) a percentage equal to 100%
minus the then stated maximum rate of all reserve requirements
(including, without limitation, any marginal, emergency,
supplemental, special or other reserves required by applicable
law) applicable to any member bank of the Federal Reserve
System in respect of Eurocurrency funding or liabilities as
defined in Regulation D (or any successor category of
liabilities under Regulation D).

          "Event of Default" shall mean each of the Events of
Default provided in Section 7.

          "Exchange Act" shall mean the Securities Exchange Act
of 1934, as amended, and the rules and regulations promulgated
thereunder.

          "Existing Credit Agreement" shall mean the credit
agreement as amended and restated as of December 31, 1994 by
and among the Company (formerly Cincinnati Milacron Inc.),
CMKE, the lenders listed in Schedule 2.1 thereto and BTCo as
Agent and as amended, modified and supplemented in accordance
with the terms thereof prior to the Effective Date.

          "Facility Fee" shall have the meaning assigned to
such term in Section 2.13.

          "Fair Market Value" shall mean, in respect of any
property of the Company and its Subsidiaries, the fair market
value thereof, determined in the good faith judgment of the
chief financial officer of the Company on the basis of an
assumed arms-length sale of such property to an independent
Person not affiliated with the Company or its Subsidiaries,
assuming neither party is under any compulsion to buy or sell
and that each has knowledge of all relevant facts and
circumstances.

          "FCAA" shall mean the Federal Clean Air Act, as
amended.

          "FDIC" shall mean the Federal Deposit Insurance
Corporation and any successor entity.

          "Federal Funds Rate" shall mean on any one day the
weighted average of the rates on overnight Federal Funds
transactions with members of the Federal Reserve System
arranged by Federal funds brokers as published as of such day
by the Federal Reserve Lender of New York; provided that if
such day is not a Business Day, the Federal Funds Rate shall be
measured as of the immediately preceding Business Day.

          "Fees" shall mean the fees and commissions payable
pursuant to Sections 2.13 and 2.14(f)(1)(ii), (2) and (3).

          "Final Maturity Date" means January 31, 2002 unless
such date is extended for one year; provided, however, that the
Company gives the Agent written notice no later than January
15, 2001 of its desire to extend the Final Maturity Date, which
extension shall be subject to the consent of each Lender (other
than a Defaulting Lender).

          "Fixed CD Rate" shall mean with respect to each
Interest Period in respect of a Fixed CD Rate Loan the sum
(rounded upward to the next whole multiple of 1/100 of 1%) of
(A) the Certificate of Deposit Rate for the Interest Period in
respect of a Fixed CD Rate Loan plus (B) the then daily net
annual assessment rate as estimated by the Agent on the first
day of such Interest Period for determining the current annual
assessment payable by the Agent to the FDIC for insuring a
negotiable certificate of deposit of at least $100,000 with a
maturity equal to such Interest Period of any member bank of
the Federal Reserve System.

          "Fixed CD Rate Loan" or "Fixed CD Rate Loans" shall
mean any Revolving Loan or Revolving Loans during any period
during which such Revolving Loan or Revolving Loans are bearing
interest at the rates provided for in Section 2.7(c).

          "Fixed Charges" of a Person for any period shall
mean, without duplication, the sum of (i) Interest Expense plus
(ii) Dividends.

          "Fixed Rate" shall mean and include the Fixed CD
Rate, the Eurodollar Rate and the Deutsche Mark Euro Rate.

          "Fixed Rate Loan" shall mean any Fixed CD Rate Loan,
any Eurodollar Loan and any Deutsche Mark Loan.

          "Foreign Subsidiary" shall mean any Subsidiary of the
Company, wherever incorporated, which operates and owns or
leases assets principally outside the United States.

          "Funding Date" shall mean the date of the funding of
a Revolving Loan.

          "FWPCA" shall mean the Federal Water Pollution
Control Act, as amended.

          "GAAP" shall mean generally accepted accounting
principles set forth in the opinions and pronouncements of the
Accounting Principles Board of the American Institute of
Certified Public Accountants and statements and pronouncements
of the Financial Accounting Standards Board or in such other
statements by such accounting profession, which are applicable
to the circumstances as of the date of determination.

          "German Borrower" shall mean CMKE.

          "Government Acts" shall have the meaning assigned to
such term in Section 2.14.

          "Governmental Authority" shall mean any federal,
state, local, foreign or other governmental or administrative
(including self-regulatory) body, instrumentality, department
or agency or any court, tribunal, administrative hearing body,
arbitration panel, commission, or other similar
dispute-resolving panel or body including, without limitation,
those governing the regulation and protection of the
environment.

          "Guarantor" shall mean the Company in respect of
Obligations of the German Borrower hereunder.

          "Indebtedness" of any Person shall mean, without
duplication, (i) all indebtedness of such Person for borrowed
money, (ii) the deferred purchase price of assets or services
which in accordance with GAAP would be shown on the liability
side of the balance sheet of such Person, (iii) the face amount
of all letters of credit issued for the account of such Person
and, without duplication, all drafts drawn thereunder, (iv) all
Indebtedness of a second Person secured by any Lien on any
property owned by such first Person, whether or not such
Indebtedness has been assumed by such first Person, (v) all
Capitalized Lease Obligations of such Person, (vi) all
obligations of such Person to pay a specified purchase price
for  goods or services whether or not delivered or accepted,
i.e., take-or-pay and similar obligations and (vii) all
Contingent Obligations of such Person; provided that
Indebtedness shall not include trade payables, accrued
expenses, accrued dividends and accrued income taxes, in each
case arising in the ordinary course of business.

          "Information Systems and Equipment" shall mean all
computer hardware, firmware and software, as well as other
information processing systems, or any equipment containing
embedded microchips, whether directly owned, licensed, leased,
operated or otherwise controlled by the Company or any of its
Subsidiaries, including through third-party service providers,
and which, in whole or in part, are used, operated, relied
upon, or integral to, the Company's or any of its Subsidiaries'
conduct of their business.

          "Interest Determination Date" shall mean, with
respect to any Fixed Rate Loan, the second Business Day prior
to the commencement of any Interest Period relating to such
Fixed Rate Loan.

          "Interest Expense" of the Company for any period
shall mean the total interest expense, whether paid in cash or
accrued as a liability, less any interest income of the Company
and its Consolidated Subsidiaries for such period determined in
accordance with GAAP; provided that Interest Expense shall be
deemed to be $1 if the above calculation would otherwise result
in zero or a negative number; and provided, further, that
Interest Expense shall include without duplication (i) any
payment or accrual of interest on a obligation held by an
entity that is a pass-through entity for Federal income tax
purposes and is not a Consolidated Subsidiary and (ii) any
payment of fees and expenses under the Receivables Purchase
Agreement.

          "Interest Payment Date" shall mean, with respect to
any Fixed Rate Loan, the last day of the Interest Period
applicable thereto; provided that in the case of any Eurodollar
Loan or Alternate Currency Loan having an Interest Period of
six months or any Fixed CD Rate Loan having an Interest Period
of 180 days, "Interest Payment Date" shall also include each
Interest Period Anniversary Date for such Interest Period.

          "Interest Period" with respect to any Revolving Loan
shall mean the interest period applicable thereto, as
determined pursuant to Section 2.9.

          "Interest Period Anniversary Date" shall mean, for
any Interest Period applicable to a Eurodollar Loan or
Alternate Currency Loan that is six months and for any Interest
Period applicable to a Fixed CD Rate Loan that is 180 days, the
three-month anniversary or 90-day anniversary, respectively, of
the commencement of that Interest Period with respect to such
Eurodollar Loan or Alternate Currency Loan or Fixed CD Rate
Loan.

          "Investment" shall mean, as applied to any Person,
any direct or indirect purchase or other acquisition by that
Person of, or a beneficial interest in, stock or other
Securities of any other Person or any direct or indirect loan,
advance or capital contribution by that Person to any other
Person, including all indebtedness and accounts receivable from
that other Person that are not current assets, do not
constitute a Consolidated Capital Expenditure or did not arise
from sales to that other Person in the ordinary course of
business, or any payment in respect of a Contingent Obligation
in respect of an obligation of any other Person.  The amount of
any Investment shall be the original cost of such Investment
plus the cost of all additions thereto, without any adjustments
for increases or decreases in value, or write-ups, write-downs
or write-offs with respect to such Investment; provided,
however, that Investments made with or in exchange for
intangible assets of the Company or its Subsidiaries (or the
portion of the value of such Investment that is reasonably
attributable to the value of any such intangible assets) shall
be deemed to be valued at $1.00 for purposes of Section 6.11.

          "Issuing Lender" shall mean the Lender that agrees to
issue a Letter of Credit, determined as provided in
Section 2.14.

          "Lender" shall have the meaning provided in the
preamble of this Agreement.

          "Letter of Credit" or "Letters of Credit" means any
standby letter or letters of credit or similar instrument
(which shall be denominated in Dollars) issued or to be issued
by an Issuing Lender for the account of the Company pursuant to
Section 2.14 for the purpose of supporting (i) workers'
compensation liabilities of the Company, (ii) the obligations
of third party insurers of the Company arising by virtue of the
laws of any jurisdiction requiring third party insurers to
obtain such letters of credit, (iii) obligations with respect
to Capital Leases or Operating Leases of the Company, or
(iv) performance, payment, deposit or surety obligations of the
Company if required by law or governmental rule or regulation
or in accordance with custom and practice in the industry in
which the Company and its Subsidiaries are engaged.

          "Letter of Credit Participation" has the meaning
assigned to that term in Section 2.14(a).

          "Letters of Credit Usage" means, as at any date of
determination, the sum of (i) the maximum aggregate amount that
is, or, with respect to any Letter of Credit that by its terms
provides for increases over time in the maximum amount
available to be drawn thereunder, may become at any given time,
available under all Letters of Credit then outstanding plus
(ii) the aggregate amount of all drawings under Letters of
Credit honored by all Issuing Lenders and not theretofore
reimbursed by the Company; provided, however, the Letters of
Credit Usage of an Issuing Lender shall be deemed to be only
such portion of the Letters of Credit Usage of such Issuing
Lender that is not subject to participation pursuant to Section
2.14(a).

          "Lien" shall mean any mortgage, pledge,
hypothecation, assignment, deposit arrangement, encumbrance,
lien (statutory or other), preference, priority or other
security interest or agreement of any kind or nature whatsoever
(including, without limitation, any conditional sale or other
title retention agreement, any financing or similar statement
or notice filed under the UCC or any other similar recording or
notice statute, and any lease having substantially the same
effect as any of the foregoing).

          "Loan" shall have the meaning assigned to such term
in Section 2.1(a).

          "Loan Documents" shall mean this Agreement, the
Company Guarantee, the Notes, if any, and the Letters of
Credit.

          "Loan Facility" shall mean the credit facility
evidenced by the Total Revolving Loan Commitment.

          "Margin Stock" shall have the meaning provided in 12
C.F.R.  221.3(v) or in any successor provision thereto.

          "Material Adverse Effect" shall mean (i) any material
adverse change with respect to the business, operations,
assets, liabilities (contingent or otherwise), condition
(financial or otherwise) or prospects of the Company and its
Subsidiaries, taken as a whole or (ii) any fact or circumstance
(net of available insurance coverage from financially sound
insurers), including any pending or threatened litigation or
proceeding, arising as to which singly or in the aggregate
there is a reasonable likelihood of (x) a material adverse
change described in clause (i) occurring or (y) the Company
failing to perform in any material respect its respective
material Obligations hereunder or under any of the other Loan
Documents or the Lenders and the Agent becoming unable to
enforce in any material respect their rights taken as a whole
purported to be granted hereunder and under the other Loan
Documents.

          "Moody's" shall mean Moody's Investors Service, Inc.,
or any successor to its rating business.

          "Multiemployer Plan" shall mean a "multiemployer
plan" as defined in Section 4001(a)(3) of ERISA with respect to
which the Company or any of its ERISA Affiliates is or has,
within any of the preceding six years, been required to
contribute.

          "Notes Receivable" shall mean promissory notes
evidencing the obligations of purchasers of inventory
consisting of equipment of the Company originally representing
that portion of the purchase price of such inventory not paid
to the Company in cash at the time of purchase.

          "Notice of Borrowing" shall have the meaning assigned
to such term in Section 2.3.

          "Notice of Conversion/Continuation" shall have the
meaning assigned to such term in Section 2.6.

          "Notice Office" shall mean the office of the Agent
located at 130 Liberty Street, Commercial Loan Division, l4th
Floor, New York, New York 10006, Attention:  Loan Department,
or such other office as the Agent may hereafter designate in
writing as such to the other parties hereto.

          "Obligations" shall mean all obligations of every
nature of the Company and the German Borrower, as the case may
be, from time to time owed to the Agent and the Lenders or any
of them under any of the Loan Documents.

          "OCC" shall mean the Office of the Comptroller of the
Currency and any successor agency or other entity.

          "Officers' Certificate" shall mean, as applied to any
corporation, a certificate executed on behalf of such
corporation by an Authorized Officer; provided that every
Officers' Certificate with respect to compliance with a
condition precedent to the making of any Revolving Loan
hereunder shall include (i) a statement that the officers
making or giving such Officers' Certificate have read such
condition and any definitions or other provisions contained in
this Agreement relating thereto, (ii) a statement that, in the
opinion of the signers, they have made or have caused to be
made such examination or investigation as is necessary to
enable them to express an informed opinion as to whether or not
such condition has been satisfied, and (iii) a statement as to
whether, in the opinion of the signers, such condition has been
satisfied.

          "Operating Lease" of any Person shall mean any lease
(including, without limitation, leases which may be terminated
by the lessee at any time) of any property (whether real,
personal or mixed) by such Person as Lessee which is not a
Capital Lease.

          "Original Dollar Equivalent" shall mean, in respect
of any Alternate Currency Revolving Loan, the Dollar Equivalent
thereof at the time of the incurrence of such Alternate
Currency Revolving Loan.

          "OTS" shall mean the Office of Thrift Supervision and
any of its successors or assigns.

          "Payment Office" shall mean (i) in respect of Dollar
Loans, Letters of Credit, Fees and, except as provided in
clause (ii) of this definition, all other amounts owing under
this Agreement, the office of the Agent located at 130 Liberty
Street, New York, New York 10006, ABA Number:  021-001-003,
Account Name:  Commercial Loan Division, Account Number:
99401268, Attention:  Loan Department, Reference:  Milacron
Inc., (ii) in respect of Deutsche Mark Loans, the Agent's
account located at Bankers Trust Company, Frankfurt, Germany in
Favor of Bankers Trust Company New York, Account #70000036.

          "PBGC" shall mean the Pension Benefit Guaranty
Corporation established pursuant to Section 4002 of ERISA, or
any successor thereto.

          "Permitted Acquisition" shall mean (a) the merger or
consolidation of any Person into or with the Company or into or
with any wholly-owned Subsidiary of the Company or (b) the
acquisition by the Company or any of its wholly-owned
Subsidiaries of all or substantially all of the assets of any
Person (or all or substantially all of the assets of a product
line or division of any Person) not already a Subsidiary of the
Company or 90% or more of the capital stock of any such Person;
provided that any such merger, consolidation or acquisition
shall only be a Permitted Acquisition so long as (i) no Default
or Event of Default exists (or will result from such
acquisition) and (ii) the total consideration payable (whether
in cash, securities, property, evidence of indebtedness or
otherwise) is $100,000,000 or less.

          "Permitted Liens" shall mean those Liens permitted
pursuant to Section 6.1.

          "Person" shall mean and include any person, firm,
corporation, association, trust or other enterprise or any
governmental or political subdivision or agency, department or
instrumentality thereof including either Borrower, any Lender
or the Agent.

          "Plan" shall mean any employee plan that is subject
to the provisions of Title IV of ERISA and that is maintained
by or contributed to, or at any time during the five calendar
years preceding the date of this Agreement was maintained or
contributed to, by the Company or any of its ERISA Affiliates,
other than a Multiemployer Plan.

          "Prime Lending Rate" shall mean the rate that the
Agent announces from time to time at its principal office as
its prime lending rate for domestic commercial loans; any
change of interest resulting from a change in the Prime Lending
Rate shall be effective on the effective date of each change
therein.  The Prime Lending Rate is a reference rate and does
not necessarily represent the lowest or best rate actually
charged to any customer.  The Agent may make commercial or
other loans at rates of interest at, above or below the Prime
Lending Rate.

          "Pro Rata Share" shall mean, with respect to each of
the Commitments of, or Obligations owed to, each Lender, the
percentage designated by dividing such Lender's Commitment or
Obligation by all of the Lenders' Commitments or all such
Obligations owed to such Lenders, as such Pro Rata Share may
change from time to time as a result of assignments made
pursuant to Section 11.4 and as a result of Section 11.16; with
respect to any obligations or amounts owing or potentially
owing by any Lender, Pro Rata Share means the percentage
designated by dividing the sum of such Lender's Revolving Loan
Commitment by the Total Revolving Loan Commitment as such Pro
Rata Share may change from time to time as a result of
assignments made pursuant to Section 11.4 and as a result of
Section 11.16.

          "RCRA" shall mean the Resource, Conservation and
Recovery Act, as amended from time to time, and any successor
statute.

          "Receivables Purchase Agreement" shall mean the
Amended and Restated Receivables Purchase Agreement, as
amended, dated as of January 26, 1996 among the Company,
Cincinnati Milacron Marketing Company, Cincinnati Milacron
Commercial Corp., Valenite Inc., DME Company, Market Street
Funding Corporation and PNC Bank, National Association or as
the same may be amended to include the sale of the Borrower's
subsidiaries' domestic Notes Receivable, as the same may be
amended, supplemented or modified from time to time in
accordance with its terms and Section 6.7 hereof.

          "Reference Lender" shall mean BTCo and any one or
more other Lenders that may be designated from time to time by
BTCo.

          "Regulation D" shall mean Regulation D of the Board
of Governors of the Federal Reserve System as from time to time
in effect or any successor to all or a portion thereof
establishing reserve requirements.

          "Reportable Event" shall mean an event described in
Section 4043(b) of ERISA with respect to a Plan as to which the
30-day notice requirement has not been waived by regulation by
the PBGC (provided, however, that a failure to meet the minimum
funding standard of Section 412 of the Code or Section 302 of
ERISA, including, without limitation, the failure to make on or
before its due date a required installment under Section 412(m)
of the Code or Section 302(e) of ERISA, shall be a reportable
event regardless of the issuance of any waivers in connection
with Section 412(d) of the Code).

          "Request for Issuance" shall mean a request
substantially in the form of Exhibit B-3 annexed hereto with
respect to a proposed issuance of a Letter of Credit.

          "Requisite Lenders" shall mean Lenders whose
Commitments constitute greater than 50% of the Total Revolving
Loan Commitment.

          "Restricted Payment", with respect to any specified
Indebtedness or equity Securities, shall mean, whether in cash,
additional securities or property of any kind, any prepayment
of principal of, or premium, if any, or interest on, or any
similar redemption, purchase, retirement, defeasance, sinking
fund or similar payment (other than, in the case of Certain
Existing Indebtedness only, any of the foregoing in respect of
mandatory scheduled payment obligations or any payment at the
regularly scheduled final maturity thereof).

          "Revolving Loan" shall have the meaning assigned to
such term in Section 2.1(a).

          "Revolving Loan Commitment" shall have the meaning
assigned to such term in Section 2.1(a).

          "RTC" shall mean the Resolution Trust Corporation and
any successor entity.

          "S&P" shall mean Standard & Poor's Corporation or any
successor to its rating business.

          "Sale-leaseback" shall mean any Capital Lease of the
Company or any of its Subsidiaries whereby the Company or any
of its Subsidiaries, directly or indirectly, becomes or remains
liable as lessee or as guarantor or other surety, of any
property (whether real or personal or mixed) whether now owned
or hereafter acquired, (i) that the Company or any of its
Subsidiaries has sold or transferred or is to sell or transfer
to any other Person (other than the Company), or (ii) that the
Company or any of its Subsidiaries intends to use for
substantially the same purpose as any other property that has
been or is to be sold or transferred by the Company or any of
its Subsidiaries to any person (other than the Company) in
connection with such lease.

          "Sale-leaseback Agreement" shall mean any
Sale-leaseback agreement entered into prior to the Effective
Date by the Company or any of its Subsidiaries and any
replacement thereof, in each case as the same may be amended,
amended and restated, supplemented or modified from time to
time in accordance with its terms and Section 6.7 hereof.

          "Securities" shall mean any stock, shares, voting
trust certificates, bonds, debentures, options, warrants,
notes, or other evidences of indebtedness, secured or
unsecured, convertible, subordinated or otherwise, or in
general any instruments commonly known as "securities" or any
certificates of interest, shares or participations in temporary
or interim certificates for the purchase or acquisition of, or
any right to subscribe to, purchase or acquire, any of the
foregoing.

          "Securities Act" shall mean the Securities Act of
1933, as amended, and the rules and regulations promulgated
thereunder.

          "Significant Subsidiary" shall mean, at any time, in
the case of the Company each Subsidiary of the Company now
existing or hereafter acquired or formed by the Company which
(x)(i) accounted for more than $100,000,000 in revenues of the
Company or (ii) $5,000,000 of Consolidated EBIT of the Company,
in each case on the date of the most recent consolidated
financials of the Company delivered to the Lenders pursuant to
Section 5.1, (y) was the owner of more than $10,000,000 of the
consolidated total assets of Company during the twelve-month
period ending on the date of the most recent consolidated
balance sheet of the Company delivered to the Lenders pursuant
to Section 5.1 or (z) is CMKE; provided, however, that any
special purpose Subsidiary of the Company formed or used in
connection with the transactions contemplated by the
Receivables Purchase Agreement (or any similar "bankruptcy
remote" subsidiary) shall be deemed not to be a Significant
Subsidiary.

          "Stated Maturity" means, with respect to any
Indebtedness, the date specified therein as the fixed date on
which the then outstanding principal amount of such
Indebtedness is due and payable, including (if applicable)
pursuant to any mandatory redemption provision.

          "Subsidiary" of any Person means (i) a corporation
more than 50% of whose stock of any class or classes having by
the terms thereof ordinary voting power to elect a majority of
the directors of such corporation (irrespective of whether or
not at the time stock of any class or classes of such
corporation shall have or might have voting power by reason of
the happening of any contingency) is at the time owned or
controlled by such Person, directly or indirectly through
Subsidiaries, and (ii) any partnership, association, joint
venture or other entity in which such Person, directly or
indirectly through Subsidiaries, has more than a 50% equity
interest at the time.  A wholly-owned Subsidiary of any Person
shall mean (i) any Domestic Subsidiary, with "99%" being
substituted for "50%" in the prior sentence each time it
appears and (ii) any Foreign Subsidiary, with "95%" being
substituted for "50%" in the prior sentence each time it
appears.

          "Subsidiary Borrower" shall mean the German Borrower.

          "Taxes" shall have the meaning assigned to such term
in Section 3.5.

          "Total Indebtedness" shall mean, for any Person, the
sum of (i) short term debt, (ii) the current portion of long
term debt, (iii) long term debt, (iv) rental obligations under
Capital Leases, (v) all contingent obligations in support of
indebtedness and (vi) outstanding letters of credit, which in
the case of clauses (i)-(vi) are required to be set forth on
the balance sheet (including the notes thereto) as debt of such
Person as determined in accordance with GAAP.

          "Total Modified Revolving Commitment" shall mean the
Total Revolving Loan Commitment then in effect plus, in the
event that any Alternate Currency Revolving Loans are
outstanding at such time, the amount (not to exceed 10%) by
which the Dollar Equivalent of the principal amount of such
Alternate Currency Revolving Loan has increased from the
Original Dollar Equivalent thereof; provided, however, that at
no time shall the Total Modified Revolving Commitment exceed
the Total Revolving Loan Commitment.

          "Total Revolving Loan Commitment" shall have the
meaning assigned to such term in Section 2.1(a).

          "Treasury Regulations" shall mean the Regulations
promulgated by the Secretary of the Treasury from time to time
pursuant to the Code.

          "TSCA" shall mean the Toxic Substances Control Act.

          "Type" shall mean the type of Revolving Loan
determined with regard to the interest option applicable
thereto, i.e., whether a Base Rate Loan, a Fixed CD Rate Loan,
a Eurodollar Loan or a Deutsche Mark Loan.

          "UCC" shall mean the Uniform Commercial Code, as in
effect in each applicable jurisdiction.

          "Unfunded Current Liability" of any Plan shall mean
an amount equal to the "amount of unfunded benefit liabilities"
for such Plan, as defined in Section 4001(a)(18) of ERISA.

          "Year 2000 Compliant" shall mean that all Information
Systems and Equipment accurately process date data (including,
but not limited to, calculating, comparing and sequencing),
before, during and after the year 2000, as well as same and
multi-century dates, or between the years 1999 and 2000, taking
into account all leap years, and further, that when used in
combination with, or interfacing with, other Information
Systems and Equipment, shall accurately accept, release and
exchange date data, and shall in all material respects continue
to function in the same manner as it performs today and shall
not otherwise impair the accuracy or functionality of
Information Systems and Equipment.

          The words "hereof," "herein" and "hereunder" and
words of similar import when used in this Agreement shall refer
to this Agreement as a whole and not to any particular
provision of this Agreement, and Article, Section, schedule,
exhibit and like references are to this Agreement unless
otherwise specified.

          1.2  Accounting Principles.  Except as otherwise
specifically provided herein, all statements (other than the
financial statements to be provided pursuant to Section 5.1)
to be prepared and determinations to be made under this
Agreement, including (without limitation) those pursuant to
Sections 5, 6 and 8 shall be prepared and made in accordance
with GAAP applied on a basis consistent with the accounting
principles reflected in the consolidated financial statements
of the Company and its Subsidiaries for the fiscal quarter
ended September 30, 1998 referred to in Section 8.1.  All
accounting terms not otherwise defined herein shall have the
meanings assigned to them in conformity with GAAP.

          1.3  Other Definitional Provisions.  References to
"Sections," "clauses" or "subclauses" shall be to Sections,
clauses and subclauses, respectively, of this Agreement unless
otherwise specifically provided.  Any of the terms defined in
Section 1.1 may, unless the context otherwise requires, be used
in the singular or the plural depending on the reference.

          1.4  Closing Date.  This Agreement shall close on the
date (the "Closing Date") on which (i) each party hereto shall
have returned an executed copy hereof to the Agent at the
address designated on its signature page hereto or, in the case
of the Lenders, shall have given the Agent written notice
(actually received) at such office or such other office as the
Agent may designate that the same has been signed and sent by
it to the Agent, (ii) each of the conditions specified in
Section 10.1 will have been satisfied or waived by the
Requisite Lenders and (iii) the Agent shall have given the
Company and each Lender notice that the foregoing has occurred.

          SECTION 2.  AMOUNT AND TERMS OF LOANS.
                      
          2.1  The Revolving Loans.  (a)  Subject to the terms
and conditions of this Agreement, and in reliance upon the
representations and warranties of the Borrowers set forth
herein and in the other Loan Documents, each Lender hereby
severally agrees to lend to the Company or to the German
Borrower, as the case may be, at any time and from time to
time, during the period from and including the Closing Date to
but excluding the date that is one day before the Final
Maturity Date, its Pro Rata Share of the Total Revolving Loan
Commitment, by making loans to the Company or to the German
Borrower, as the case may be (each, a "Loan" or "Revolving
Loan"), to be used for the purposes identified in Section 2.12.
Each Lender's commitment to make Revolving Loans to the
Borrowers pursuant to this Section 2.1 is herein called its
"Revolving Loan Commitment" and such commitments of all Lenders
in the aggregate are herein called the "Total Revolving Loan
Commitment."  The initial amount of each Lender's Revolving
Loan Commitment is set forth opposite its name on Schedule 2.1
annexed hereto and the initial amount of the Total Revolving
Loan Commitment is $375,000,000.  The amount of the Total
Revolving Loan Commitment shall be reduced by the amount of all
reductions thereof made pursuant to Section 3.1 through the
date of determination.  At any time the Total Revolving Loan
Commitment is reduced pursuant to the terms of this Agreement,
each Lender's Revolving Loan Commitment shall be reduced by an
amount equal to its Pro Rata Share of such reduction.  Each
Lender's Revolving Loan Commitment shall expire on the Final
Maturity Date and all Revolving Loans and all other amounts
owed hereunder with respect to the Revolving Loans shall be
paid in full no later than that date.  No Revolving Loans may
be borrowed by the Company or the German Borrower, as the case
may be, if the sum of (i) the aggregate principal amount of
Revolving Loans then outstanding, after giving effect to the
making of all Revolving Loans then requested by all outstanding
but unfunded Notices of Borrowing, plus (ii) the then
outstanding Letters of Credit Usage, after giving effect to the
issuance of all Letters of Credit subject to outstanding
Requests for Issuance, would exceed the Total Revolving Loan
Commitment then in effect.  In no event shall the sum of
(i) the aggregate principal amount of the Revolving Loans from
any Lender outstanding at any time plus (ii) such Lender's Pro
Rata Share of the then outstanding Letters of Credit Usage
exceed such Lender's Revolving Loan Commitment then in effect.

          Subject to Sections 2.10 and 11.16, all Revolving
Loans under this Agreement shall be made by the Lenders
simultaneously and proportionately to their Pro Rata Shares, it
being understood that no Lender shall be responsible for any
default by any other Lender in that other Lender's obligation
to make Revolving Loans hereunder nor shall the Revolving Loan
Commitment of any Lender be increased or decreased as a result
of the default by any other Lender in that other Lender's
obligation to make Revolving Loans hereunder.

          (b)  Each Revolving Loan (i) shall, in the case of
Revolving Loans made to the Company, be made and maintained in
Dollars (each a "Dollar Revolving Loan" and, collectively, the
"Dollar Revolving Loans"), which Dollar Revolving Loans shall,
at the option of the Company, be either Base Rate Loans, Fixed
CD Rate Loans or Eurodollar Loans, provided that all Dollar
Revolving Loans made as part of the same Borrowing shall,
unless otherwise specifically provided herein, be of the same
Type, (ii) shall, in the case of Revolving Loans made to the
German Borrower, be made and maintained in Deutsche Marks (each
a "Deutsche Mark Revolving Loan" and, collectively, the
"Deutsche Mark Revolving Loans"), (iii) may be repaid and
reborrowed in accordance with the provisions hereof, and
(iv) shall not exceed for any Lender at the time of the making
of any such Revolving Loans, that aggregate principal amount
(or the Dollar Equivalent of each outstanding Deutsche Mark
Revolving Loan) which, when added to the sum of (I) the
aggregate principal amount of all other Dollar Revolving Loans
then outstanding from such Lender (or the Dollar Equivalent of
each Deutsche Mark Revolving Loan then outstanding) and
(II) the product of (A) such Lender's Pro Rata Share of the
Total Revolving Loan Commitment and (B) the aggregate amount of
all Letter of Credit Outstandings (exclusive of Unpaid Drawings
which are repaid with the proceeds of, and simultaneously with
the incurrence of, the respective Dollar Revolving Loans) at
such time, equals the Revolving Loan Commitment of such Lender
at such time; provided, however, that no Deutsche Mark
Revolving Loan shall be made if the Dollar Equivalent thereof,
when added to the Dollar Equivalent of all other outstanding
Deutsche Mark Revolving Loans, would exceed $125,000,000 (the
"Alternate Currency Sublimit").

          (c)  Deutsche Mark Loans shall be made by the Lenders
only to the German Borrower and, further, the German Borrower
may only incur Deutsche Mark Loans pursuant to this
Section 2.1.

          2.2  Minimum Amount of Each Borrowing.  Each
Borrowing of Revolving Loans shall be in an integral multiple
of $500,000 and, if a Base Rate Loan, shall be in a minimum
amount of $1,000,000 and, if a Fixed CD Rate Loan or a
Eurodollar Loan, shall be in a minimum amount of $5,000,000 (or
the respective Alternate Currency Equivalent thereof in the
case of a Borrowing of Alternate Currency Revolving Loans).

          2.3  Notice of Borrowing.  (a)  Whenever the Company
or the German Borrower, as the case may be, desires to incur
Revolving Loans hereunder, it shall give the Agent at its
Notice Office at least one Business Day's prior written notice
(or telephonic notice promptly confirmed in writing) of each
Base Rate Loan, at least two Business Days' prior written
notice (or telephonic notice confirmed in writing) in the case
of each Fixed CD Rate Loan to be made hereunder, at least three
Business Days' prior written notice (or telephonic notice
promptly confirmed in writing) of each Eurodollar Loan and at
least five Business Days' prior written notice (or telephonic
notice promptly confirmed in writing) of each Alternate
Currency Loan to be made hereunder, provided that any such
notice shall be deemed to have been given on a certain day only
if given before 11:00 A.M. (New York time) on such day.  Each
such written notice or written confirmation of telephonic
notice (each a "Notice of Borrowing") shall be written in
English, irrevocable and shall be given by the Company or the
German Borrower, as the case may be, in the form of Exhibit B-
1, appropriately completed to specify (i) the name of such
Borrower, (ii) the date of such incurrence (which shall be a
Business Day), (iii) that the Loans being made shall constitute
Revolving Loans and the Applicable Currency for such Revolving
Loans, (iv) the aggregate principal amount of the Loans to be
made (stated in the Applicable Currency), (v) in the case of
Dollar Loans, whether such Dollar Loans being made are to be
initially maintained as Base Rate Loans, Fixed CD Rate Loans or
Eurodollar Loans and (vi) in the case of Fixed Rate Loans, the
initial Interest Period to be applicable thereto.  The Agent
shall promptly give each Lender notice of such proposed
incurrence, of such Lender's proportionate share thereof and of
the other matters required by the immediately preceding
sentence to be specified in the Notice of Borrowing.

          (b)  Without in any way limiting the obligation of
any Borrower to confirm in writing any telephonic notice of any
incurrence of Revolving Loans, the Agent may act without
liability upon the basis of telephonic notice of such
incurrence, believed by the Agent in good faith to be from an
Authorized Officer of such Borrower prior to receipt of written
confirmation.  In each such case, each Borrower hereby waives
the right to dispute the Agent's record of the terms of such
telephonic notice of such incurrence of Loans absent manifest
error.

          (c)  Notwithstanding any other provision to the
contrary in the Loan Documents, (i) an Authorized Officer of
the Company may request the advance of a Revolving Loan to the
German Borrower in the same manner as may an Authorized Officer
of the German Borrower and (ii) no Revolving Loan shall be
advanced to the German Borrower without the prior written
consent of an Authorized Officer of the Company.

          2.4  Disbursement of Funds.  (a)  No later than 12:00
Noon (local time in the city in which the proceeds of such
Revolving Loans are to be made available in accordance with the
terms hereof) on the date specified in each Notice of
Borrowing, each Lender with a Commitment will make available
its Pro Rata Share of each Borrowing of Revolving Loans
requested to be made on such date, in Dollars or in the
relevant Alternate Currency, as the case may be, and in
immediately available funds at the appropriate Payment Office
of the Agent.  All such amounts shall be made available in
immediately available funds at the appropriate Payment Office
of the Agent, and the Agent will make available to the Company
or the German Borrower, as the case may be, at such Payment
Office, in Dollars or the relevant Alternate Currency, as the
case may be, and in immediately available funds, the aggregate
of the amounts so made available by the Lenders (prior to 1:00
P.M. (local time in the city in which the proceeds of such
Revolving Loans are to be made available in accordance with the
terms hereof) on such day), to the extent of funds actually
received by the Agent.

          (b)  Unless the Agent shall have been notified by any
Lender prior to the date of Borrowing that such Lender does not
intend to make available to the Agent such Lender's portion of
any Borrowing to be made on such date, the Agent may assume
that such Lender has made such amount available to the Agent on
such date of Borrowing and the Agent may, in reliance upon such
assumption, make available to the relevant Borrower a
corresponding amount.  If such corresponding amount is not in
fact made available to the Agent by such Lender, the Agent
shall be entitled to recover such corresponding amount on
demand from such Lender.  If such Lender does not pay such
corresponding amount forthwith upon the Agent's demand
therefor, the Agent shall promptly notify the Company or the
German Borrower, as the case may be, and the Company or the
German Borrower, as the case may be, shall immediately pay such
corresponding amount to the Agent.  The Agent shall also be
entitled to recover on demand from such Lender or the Company
or the German Borrower, as the case may be, interest on such
corresponding amount in respect of each day from the date such
corresponding amount was made available by the Agent to such
Borrower until the date such corresponding amount is recovered
by the Agent, at a rate per annum equal to (i) if recovered
from such Lender, at the overnight Federal Funds Rate and
(ii) if recovered from the Company or the German Borrower, as
the case may be, the rate of interest applicable to the
respective Borrowing, as determined pursuant to Section 2.8.
Nothing in this Section 2.4 shall be deemed to relieve any
Lender from its obligation to make Revolving Loans hereunder or
to prejudice any rights which the Company or the German
Borrower, as the case may be, may have against any Lender as a
result of any failure by such Lender to make Revolving Loans
hereunder.

          2.5  Evidence of Debt.  (a)  Each Lender shall
maintain in accordance with its usual practice an account or
accounts evidencing the indebtedness of the Company and the
German Borrower to such Lender resulting from the Loans made by
such Lender including the amounts of principal and interest
payable and paid to such Lender from time to time hereunder.

          (b)  The Agent shall maintain accounts in which it
shall record (i) the amount of each Loan made hereunder, the
Type thereof and the Interest Period applicable thereto, (ii)
the amount of any principal or interest due and payable or to
become due and payable from the Company or the German Borrower,
as the case may be, to each Lender hereunder and (iii) the
amount of any sum received by the Agent hereunder for the
account of the Lenders and each Lender's share thereof.

          (c)  The entries made in the accounts maintained
pursuant to paragraph (a) or (b) of this Section shall be prima
facie evidence of the existence and amounts of the obligations
recorded therein; provided that the failure of any Lender or
the Agent to maintain such accounts or any error therein shall
not in any manner affect the obligation of the Company or the
German Borrower, as the case may be, to repay the Loans in
accordance with the terms of this Agreement.

          (d)  Any Lender may request that Loans of any Type
made by it be evidenced by a promissory note.  In such event,
the Company or the German Borrower, as the case may be, shall
prepare, execute and deliver to such Lender a promissory note
payable to the order of such Lender (or, if requested by such
Lender, to such Lender and its registered assigns) in
accordance with the terms of this Agreement; and substantially
in the form of Exhibit A-1 or Exhibit A-2, as the case may be,
and approved by the Agent.  Thereafter, the Loans evidenced by
such promissory note(s) and interest thereon shall at all times
be represented by one or more promissory notes in such form
payable to the order of the payee named therein (or, if such
promissory note(s) is a registered note, to such payee and its
registered assigns).

          2.6  Conversion or Continuation of Revolving Loans.
Provided that no Default or Event of Default is then in
existence, the Company shall have the option (i) to convert
(pro rata with respect to each Lender) at any time all or any
part of its outstanding Dollar Revolving Loans equal to
$5,000,000 ($1,000,000 in the case of conversion into Base Rate
Loans and Fixed CD Rate Loans) and integral multiples of
$1,000,000 in excess of that amount from Dollar Revolving Loans
of one Type  to Dollar Revolving Loans of another Type or
(ii) upon the expiration of any Interest Period applicable to a
Fixed CD Rate Loan or Eurodollar Loan, to continue all or any
portion of such Fixed CD Rate Loan or Eurodollar Loan equal to
$5,000,000 in the case of any Eurodollar Loan ($1,000,000 in
the case of any Fixed CD Rate Loan) and integral multiples of
$1,000,000 in excess of that amount as a Fixed CD Rate Loan or
Eurodollar Loan of the same Type, and the succeeding Interest
Period(s) of such continued Revolving Loan shall commence on
the last day of the Interest Period of the Dollar Revolving
Loan to be continued; provided, however, that a Fixed CD Rate
Loan or Eurodollar Loan may only be converted into a Dollar
Revolving Loan of another Type on the expiration date of the
Interest Period applicable thereto.

          The Company shall deliver a Notice of
Conversion/Continuation to the Agent, substantially in the form
of Exhibit B-2 annexed hereto, no later than 12:00 Noon
(New York time) at least three Business Days in advance of the
proposed conversion/continuation date in the case of a
conversion to, or a continuation of, a Eurodollar Loan and two
Business Days in advance of the proposed
conversion/continuation date in the case of a conversion to, or
a continuation of, a Fixed CD Rate Loan.  The Agent shall give
each Lender notice as promptly as practicable of any such
proposed conversion or continuation affecting any of its Dollar
Revolving Loans.  A Notice of Conversion/Continuation shall, in
the case of a conversion to, or continuation of, a Fixed CD
Rate Loan or Eurodollar Loan, be irrevocable and shall specify
(i) the proposed conversion/continuation date (which shall be a
Business Day), (ii) the amount of the Dollar Revolving Loan to
be converted/continued, (iii) (A) whether the Dollar Revolving
Loan to be converted/continued is a Base Rate Loan, Fixed CD
Rate Loan or a Eurodollar Loan and (B) whether the Dollar
Revolving Loan into which such Dollar Revolving Loan is
converted/continued is to be a Base Rate Loan, Fixed CD Rate
Loan or a Eurodollar Loan, and (iv) in the case of a conversion
to, or a continuation of, a Fixed CD Loan or Eurodollar Loan,
the requested Interest Period.  In lieu of delivering the
above-described Notice of Conversion/Continuation, the Company
may give the Agent telephonic notice by the required time of
any proposed conversion/continuation under this Section 2.6;
provided that such notice shall be promptly confirmed in
writing by delivery of a Notice of Conversion/Continuation to
the Agent on or before the proposed conversion/continuation
date.  If the Company has failed to timely deliver a Notice of
Conversion/Continuation or give such telephonic notice with
respect to a Fixed CD Rate Loan or Eurodollar Loan the Company
shall be deemed to have delivered to the Agent a Notice of
Conversion/Continuation to convert such Fixed CD Rate Loan or
Eurodollar Loan, into a Base Rate Loan.

          Except as provided in Section 2.10, a Notice of
Conversion/Continuation pursuant to this Section 2.6 (or
telephonic notice in lieu thereof) shall be irrevocable on and
after the date of delivery thereof to the Agent, and the
Company shall be bound to convert or continue in accordance
therewith.

          2.7  Pro Rata Borrowings and Issuances.  All
Revolving Loans under this Agreement shall be made by the
Lenders simultaneously and in such amount as necessary so that
after giving effect thereto, to the extent possible, the
outstanding Revolving Loans of each Lender shall be such
Lender's Pro Rata Share thereof.  It is understood that no
Lender shall be responsible for any default by any other Lender
in its obligation to make Revolving Loans hereunder or
participate in the issuance of each Letter of Credit as
provided for by Section 2.14(a) nor shall the Commitment of any
Lender be increased as a result of the default by any other
Lender in its obligation to make Revolving Loans hereunder or
participate in the issuance of each Letter of Credit as
provided for by Section 2.14(a) and that each Lender shall be
obligated to make the Revolving Loans provided to be made by it
hereunder or participate in the issuance of each Letter of
Credit as provided for by Section 2.14(a), regardless of the
failure of any other Lender to fulfill its Commitment hereunder
or pursuant to Section 2.14(a).

          2.8  Interest.  (a)  The Company agrees to pay
interest in respect of the unpaid principal amount of each Base
Rate Loan incurred by the Company from the date the proceeds
thereof are made available to the Company until maturity
thereof (whether by acceleration or otherwise) at a rate per
annum which shall be equal to the Base Rate.  Such interest
rates shall be adjusted automatically on and as of the
effective date of any change in the Base Rate.

          (b)  The Company agrees to pay interest in respect of
the unpaid principal amount of each Eurodollar Loan incurred by
the Company from the date the proceeds thereof are made
available to the Company until maturity thereof (whether by
acceleration or otherwise) at a rate per annum which shall,
during each Interest Period applicable thereto, be the relevant
Eurodollar Rate plus the Applicable Borrowing Margin.

          (c)  The Company agrees to pay interest in respect of
the unpaid principal amount of each Fixed CD Rate Loan incurred
by the Company from the date the proceeds thereof are made
available to the Company until maturity thereof (whether by
acceleration or otherwise) at a rate per annum which shall,
during each Interest Period applicable thereto, be the relevant
Fixed CD Rate plus the Applicable Borrowing Margin.

          (d)  The German Borrower agrees to pay interest in
respect of the unpaid principal amount of each Deutsche Mark
Loan from the date the proceeds thereof are made available to
the German Borrower until the maturity (whether by acceleration
or otherwise) of such Deutsche Mark Loan at a rate per annum
which shall, during each Interest Period applicable thereto, be
equal to the sum of the Deutsche Mark Euro Rate plus the
Applicable Borrowing Margin for such Interest Period.

          (e)  Overdue principal and, to the extent permitted
by law, overdue interest in respect of each Revolving Loan
shall bear interest at a rate per annum equal to the greater of
(i) 2% in excess of the rate of interest then payable in
respect of such Revolving Loan and (ii) 1-1/4% per annum in
excess of the Base Rate in effect from time to time.

          (f)  Interest on each Loan shall accrue from and
including the date of any Borrowing to but excluding the date
of any repayment thereof and shall be payable (x) on the last
day of each April, July, October and January of each year,
commencing January 31, 1999, in the case of Base Rate Loans and
on each Interest Payment Date applicable thereto, in the case
of Fixed Rate Loans and (y) in all cases, on any prepayment (on
the amount prepaid), at maturity (whether by acceleration or
otherwise) and, after such maturity, on demand.

          (g)  All computations of interest hereunder in
respect of Revolving Loans shall be made on the basis of the
actual number of days elapsed in a 360-day year comprised of
twelve 30-day months.

          (h)  Upon each Interest Determination Date, the Agent
shall determine the respective interest rate for each Interest
Period applicable to the Fixed Rate Loans for which such
determination is being made and shall promptly notify the
Company or the German Borrower, as the case may be, and the
Lenders thereof.  Each such determination shall, absent
manifest error, be final and conclusive and binding on all
parties hereto.

          2.9  Interest Periods.  (a)  At the time it gives any
Notice of Borrowing as provided for in Section 2.3 or Notice of
Conversion/Continuation as provided for in Section 2.6 in
respect of the making of, continuation of or conversion into,
any Fixed CD Rate Loan or Eurodollar Loan (in the case of the
initial Interest Period applicable thereto) or on the second
Business Day, in the case of any Fixed CD Rate Loan, and on the
third Business Day, in the case of any Eurodollar Loan, and on
the Fifth Business Day in the case of Alternate Currency Loans
prior to the expiration of an Interest Period applicable to
such Fixed Rate Loan (in the case of any subsequent Interest
Period), the Company or the German Borrower, as the case may
be, shall have the right to elect, by giving the Agent notice
thereof, the interest period (each an "Interest Period")
applicable to such Revolving Loan.  If the Agent shall not have
received timely notice of a designation of an Interest Period
as herein provided upon the expiration of an Interest Period
with respect to a Fixed Rate Loan, the Company or the German
Borrower, as the case may be, shall be deemed to have elected
(x) if Fixed CD Rate Loans or Eurodollar Loans, to convert such
Fixed CD Rate Loans or Eurodollar Loans to which such expiring
Interest Period is applicable into Base Rate Loans and (y) if
Alternate Currency Loans, to select a one-month Interest Period
for such Alternate Currency Loans, in either case effective on
the last day of such current Interest Period.

          (b)  The determination of Interest Periods with
respect to all Fixed Rate Loans shall be subject to the
following provisions:

         (i)   each Interest Period shall at the option of the
     Borrower (x) in the case of a Fixed CD Rate Loan, be
     either a 30, 60, 90 or 180-day period, and (y) in the case
     of a Eurodollar Loan, be either a one, two, three or
     six-month period;
     
        (ii)   each Interest Period shall at the option of the
     German Borrower in the case of an Alternate Currency Loan
     be either a one, two, three or six month period;
     
       (iii)   all Fixed Rate Loans comprising a Borrowing
     shall at all times have the same Interest Period except as
     otherwise required by Section 2.10(b);
     
        (iv)   the initial Interest Period for any Fixed Rate
     Loan shall commence on the date of Borrowing of such
     Revolving Loan (including the date of any conversion
     thereof into a Dollar Revolving Loan of a different Type
     Dollar Loan) and each Interest Period occurring thereafter
     in respect of such Revolving Loan shall commence on the
     day on which the next preceding Interest Period applicable
     thereto expires;
     
         (v)   if any Interest Period would otherwise expire on
     a day that is not a Business Day, such Interest Period
     shall expire on the next succeeding Business Day;
     provided, however, that if any Interest Period for a
     Eurodollar Loan or Alternate Currency Loan (other than a
     Eurodollar Loan made pursuant to Section 2.10(b)) would
     otherwise expire on a day that is not a Business Day but
     is a day of the month after which no further Business Day
     occurs in such month, such Interest Period shall expire on
     the next preceding Business Day;
     
        (vi)   any Interest Period in respect of a Eurodollar
     Loan or Alternate Currency Loan that begins on the last
     Business Day of a calendar month (or on a day for which
     there is no numerically corresponding day in the calendar
     month at the end of such Interest Period) shall, subject
     to subsection (vii) below, end on the last Business Day of
     a calendar month;
     
       (vii)   the Interest Period for a Revolving Loan that is
     converted pursuant to Section 2.10(b) shall commence on
     the date of such conversion and shall expire on the date
     on which the Interest Periods for the Revolving Loans of
     the other Lenders that were not converted expire;
     
      (viii)   no Interest Period shall extend beyond the Final
     Maturity Date; and
     
        (ix)   there shall be no more than 15 Interest Periods
     outstanding at any time.
     
          2.10  Increased Costs, Illegality, etc.  (a)  In the
event that any Lender shall have determined (which
determination shall, absent manifest error, be final and
conclusive and binding upon all parties hereto but, with
respect to clauses (i) and (iv) below, may be made only by the
Agent):

         (i)   on any Interest Determination Date that, by
     reason of any changes arising after the date of this
     Agreement affecting the London interbank market, adequate
     and fair means do not exist for ascertaining the
     applicable  interest rate on the basis provided for in the
     definition of the respective Eurodollar Rate or Deutsche
     Mark Euro Rate; or
     
        (ii)   at any time, that such Lender shall incur
     increased costs or reductions in the amounts received or
     receivable hereunder with respect to any Eurodollar Loan
     or Deutsche Mark Loan because of (x) any change since the
     date of this Agreement in any applicable law or
     governmental rule, regulation, order, guideline or request
     (whether or not having the force of law) or in the
     interpretation or administration thereof and including the
     introduction of any new law or governmental rule,
     regulation, order, guideline or request, such as, for
     example, but not limited to:  (A) a change in the basis of
     taxation of payment to any Lender of the principal of or
     interest on such Eurodollar Loan or Deutsche Mark Loan or
     any other amounts payable hereunder (except for changes in
     the rate of tax on, or determined by reference to, the net
     income or profits of such Lender, pursuant to the laws of
     the jurisdiction in which such Lender is organized or in
     which such Lender's principal office or applicable lending
     office is located or any subdivision thereof or therein),
     or (B) a change in official reserve requirements (except
     to the extent covered by Section 2.10(d) in respect of
     Alternate Currency Loans or included in the computation of
     the respective Eurodollar Rate or Deutsche Mark Euro Rate)
     or any special deposit, assessment or similar requirement
     against assets of, deposits with or for the account of, or
     credit extended by, any Lender (or its applicable lending
     office) and/or (y) other circumstances since the date of
     this Agreement affecting such Lender or the London
     interbank market or the position of such Lender in such
     market; or
     
       (iii)   at any time, that the making or continuance of
     any Eurodollar Loan or Deutsche Mark Loan has been made
     (x) unlawful by any law or governmental rule, regulation
     or order, (y) impossible by compliance by any Lender in
     good faith with any governmental request (whether or not
     having force of law) or (z) impracticable as a result of a
     contingency occurring after the Effective Date which
     materially and adversely affects the London interbank
     market; or
     
        (iv)   at any time that any Alternate Currency is not
     available in sufficient amounts, as determined in good
     faith by the Agent, to fund any Borrowing of Alternate
     Currency Revolving Loans;
     
then, and in any such event, such Lender (or the Agent, in the
case of clause (i) or (iv) above) shall promptly give notice
(by telephone confirmed in writing) to the Company and the
German Borrower, as the case may be, and, except in the case of
clause (i) or (iv) above, to the Agent of such determination
(which notice the Agent shall promptly transmit to each of the
other Lenders).  Thereafter (w) in the case of clause (i)
above, (A) in the event that Eurodollar Loans are so affected,
Eurodollar Loans shall no longer be available until such time
as the Agent notifies the Company and the Lenders that the
circumstances giving rise to such notice by the Agent no longer
exist, and any Notice of Borrowing or Notice of Conversion
given by the Company with respect to Eurodollar Loans which
have not yet been incurred (including by way of
conversion/continuation) shall be deemed rescinded by the
Company and (B) in the event that any Alternate Currency Loan
is so affected, the interest rate for such Alternate Currency
Loan shall be determined on the basis provided in the proviso
to the definition of the respective Fixed Rate applicable to
such Alternate Currency Loan, (x) in the case of clause (ii)
above, the Company or the German Borrower, as the case may be,
shall pay to such Lender, upon written demand therefor, such
additional amounts (in the form of an increased rate of, or a
different method of calculating, interest or otherwise as such
Lender in its reasonable discretion shall determine) as shall
be required to compensate such Lender for such increased costs
or reductions in amounts received or receivable hereunder (a
written notice as to the additional amounts owed to such
Lender, showing the basis for the calculation thereof,
submitted to the Company or the German Borrower, as the case
may be, by such Lender in good faith shall, absent manifest
error, be final and conclusive and binding on all the parties
hereto), (y) in the case of clause (iii) above, the Company or
the German Borrower, as the case may be, shall take one of the
actions specified in Section 2.10(b) as promptly as possible
and, in any event, within the time period required by law and
(z) in the case of clause (iv) above, Alternate Currency
Revolving Loans in the affected Alternate Currency shall no
longer be available until such time as the Agent notifies the
Company, the German Borrower and the Lenders that the
circumstances giving rise to such notice by the Agent no longer
exists, and any Notice of Borrowing given by the German
Borrower with respect to such Alternate Currency Revolving
Loans which have not yet been incurred shall be deemed
rescinded by the German Borrower.  Each of the Agent and each
Lender agrees that if it gives notice to the Company or the
German Borrower of any of the events described in clause (i),
(iii) or (iv) above, it shall promptly notify the Company and
the German Borrower and, in the case of any such Lender, the
Agent, if such event ceases to exist.  If any such event
described in clause (iii) above ceases to exist as to a Lender,
the obligations of such Lender to make Eurodollar Loans or
Deutsche Mark Loans and to convert Base Rate Loans into
Eurodollar Loans on the terms and conditions contained herein
shall be reinstated.

          (b)  At any time that any Eurodollar Loan or Deutsche
Mark Loan is affected by the circumstances described in Section
2.10(a)(ii) or (iii), the Company or the German Borrower, as
the case may be, may (and in the case of a Eurodollar Loan or
Deutsche Mark Loan affected by the circumstances described in
Section 2.10(a)(iii) shall) either (x) if the affected
Eurodollar Loan or Deutsche Mark Loan is then being made
initially or pursuant to a conversion, cancel the respective
Borrowing by giving the Agent telephonic notice (confirmed in
writing) on the same date that such Borrower was notified by
the affected Lender or the Agent pursuant to Section
2.10(a)(ii) or (iii) or (y) if the affected Fixed Rate Loan is
then outstanding, upon at least three Business Days' written
notice to the Agent and the affected Lender, (A) in the case of
a Eurodollar Loan, require the affected Lender to convert such
Eurodollar Loan into a Base Rate Loan and (B) in the case of
any Alternate Currency Loan, repay such Alternate Currency Loan
in full, provided that, if more than one Lender is affected at
any time, then all affected Lenders must be treated the same
pursuant to this Section 2.10(b).

          (c)  If any Lender determines that after the
Effective Date the introduction of or any change in any
applicable law or governmental rule, regulation, order,
guideline, directive or request (whether or not having the
force of law) concerning capital adequacy, or any change in
interpretation or administration thereof by any governmental
authority, central bank or comparable agency, will have the
effect of increasing the amount of capital required to be
maintained by such Lender or any corporation controlling such
Lender based on the existence of such Lender's Commitments
hereunder or its obligations hereunder, then the Company and
the German Borrower jointly and severally agree to pay to such
Lender, upon its written demand therefor, such additional
amounts as shall be required to compensate such Lender or such
other corporation for the increased cost to such Lender or such
other corporation or the reduction  in the rate of return to
such Lender or such other corporation as a result of such
increase of capital.  In determining such additional amounts,
each Lender will act reasonably and in good faith and will use
averaging and attribution methods which are reasonable;
provided that such Lender's reasonable good faith determination
of compensation owing under this Section 2.10(c) shall, absent
manifest error, be final and conclusive and binding on all the
parties hereto.  Each Lender, upon determining that any
additional amounts will be payable pursuant to this Section
2.10(c), will give prompt written notice thereof to the Company
and the German Borrower, which notice shall show the basis for
calculation of such additional amounts.

          (d)  In the event that any Lender shall determine
(which determination shall, absent manifest error, be final and
conclusive and binding on all parties hereto) at any time that
such Lender is required to maintain reserves (including,
without limitation, any marginal, emergency, supplemental,
special or other reserves required by applicable law) which
have been established by any Federal, state, local or foreign
court or governmental agency, authority, instrumentality or
regulatory body with jurisdiction over such Lender (including
any branch, Affiliate or funding office thereof) in respect of
any Alternate Currency Loans or any category of liabilities
which includes deposits by reference to which the interest rate
on any Alternate Currency Loan is determined or any category of
extensions of credit or other assets which includes loans by a
non-United States office of any Lender to non-United States
residents, then, unless such reserves are included in the
calculation of the interest rate applicable to such Alternate
Currency Loans or in Section 2.10(a)(ii), such Lender shall
promptly notify the Company and the German Borrower in writing
specifying the additional amounts required to indemnify such
Lender against the cost of maintaining such reserves (such
written notice to provide in reasonable detail a computation of
such additional amounts) and the German Borrower shall pay to
such Lender such specified amounts as additional interest at
the time that the German Borrower is otherwise required to pay
interest in respect of such Alternate Currency Loan or, if
later, on written demand therefor by such Lender.

          (e)  If any Lender requests compensation under this
Section 2.10, or if the Company or the German Borrower, as the
case may be, is required to pay any additional amount to any
Lender pursuant to this Section 2.10, then such Lender shall
use reasonable efforts to designate a different lending office
for funding or booking its Loans hereunder or to assign its
rights and obligations hereunder to another of its offices,
branches or affiliates, if, in the judgment of such Lender,
such designation or assignment (i) would eliminate or reduce
amounts payable pursuant to this Section in the future and (ii)
would not subject such Lender to any unreimbursed cost or
expense and would not otherwise be disadvantageous to such
Lender.  The Company and the German Borrower hereby agree to
pay all reasonable costs and expenses incurred by any Lender in
connection with any such designation or assignment.

          (f)  If any Lender requests compensation under this
Section 2.10, or if the Company or the German Borrower, as the
case may be, is required to pay any additional amount to any
Lender pursuant to this Section 2.10, or if any Lender defaults
in its obligation to fund Loans hereunder, then the Company or
the German Borrower, as the case may be, may, at its sole
expense and effort, upon notice to such Lender and the Agent,
require such Lender to assign and delegate, without recourse
(in accordance with and subject to the restrictions contained
in Section 11.4), all its interests, rights and obligations
under this Agreement to an assignee that shall assume such
obligations (which assignee may be another Lender, if a Lender
accepts such assignment, or any other party); provided that (i)
the Company or the German Borrower, as the case may be, shall
have received the prior written consent of the Agent, which
consent shall not unreasonably be withheld, (ii) such Lender
shall have received payment of an amount equal to the
outstanding principal of its Loans and Letter of Credit
Participation, accrued interest thereon, accrued fees and all
other amounts payable to it hereunder, from the assignee (to
the extent of such outstanding principal and accrued interest
and fees) or the Company of the German Borrower, as the case
may be (in the case of all other amounts), and (iii) in the
case of any such assignment resulting from a claim for
compensation under this Section, such assignment will result in
a reductions in such compensation or payments.  A Lender shall
not be required to make any such assignment and delegation if,
prior thereto, as a result of a waiver by such Lender or
otherwise, the circumstances entitling the Company or the
German Borrower, as the case may be, to require such assignment
and delegation cease to apply.

          2.11  Compensation.  The Company and the German
Borrower, as the case may be, shall compensate each Lender,
upon its written request (which request shall set forth the
basis for requesting such amounts), for all reasonable losses,
expenses and liabilities (including, without limitation, any
interest paid by such Lender to lenders of funds borrowed by it
to make or carry its Fixed Rate Loans to the extent not
recovered by such Lender in connection with the re-employment
of such funds), which such Lender may sustain (including,
without limitation, in the case of payments made pursuant to
Sections 3.2 and 3.3):  (i) if for any reason (other than a
default by such Lender) a Borrowing of Fixed Rate Loans or
conversion from Fixed CD Rate Loans or Eurodollar Loans or into
Fixed CD Rate Loans or Eurodollar Loans does not occur on a
date specified therefor in a Notice of Borrowing or Notice of
Conversion/Continuation (whether or not withdrawn or deemed
withdrawn pursuant to Section 2.10(a)), (ii) if any repayment
(including any repayment pursuant to Section 2.4(b) or Section
2.10(b)) or conversion of any of its Fixed CD Rate Loans or
Eurodollar Loans or Deutsche Mark Loans occurs on a date that
is not the last day of an Interest Period applicable thereto,
(iii) if any prepayment of any of its Fixed Rate Loans is not
made on any date specified in a notice of prepayment given by
the Company or the German Borrower, or (iv) as a consequence of
(x) any other default by the Company or the German Borrower to
repay its Fixed Rate Loans when required by the terms of this
Agreement or the Note of such Lender or (y) an election made by
the Company or the German Borrower pursuant to Section 2.10(b).

          2.12  Proceeds of Revolving Loans.  The Borrowers
shall use the proceeds of any Revolving Loan made hereunder for
general corporate purposes (including to finance Permitted
Acquisitions pursuant to Section 6.11(v)) of the Borrowers and
their respective Subsidiaries.

          2.13  Fees and Commissions.  The Company agrees to
pay to the Agent, for pro rata distribution to the Lenders, to
the extent not previously paid, a facility fee (the "Facility
Fee") accruing any day on or prior to the day before the
Effective Date at the rate set forth in the Existing Credit
Agreement and from and including the Effective Date to and
including the Final Maturity Date (or, in the case of each
Lender, such earlier date as each such Lender's Commitment
shall have been terminated) computed at a rate per annum equal
to the Applicable Fee Percentage multiplied by the daily
average of the Total Revolving Loan Commitments under the Loan
Facility, regardless of usage, on the basis of the actual
number of days elapsed in a 360-day year comprised of twelve 30-
day months.  The Facility Fee shall be payable quarterly in
arrears on each January 31, April 30, July 31 and October 31,
commencing on the first such date to occur after the Effective
Date.  The Company agrees to pay to the Agent certain fees in
such amount at times previously agreed upon in writing.

          2.14  Letters of Credit.

          (a)  Letters of Credit.  Subject to the terms and
conditions of this Agreement and in reliance upon the
representations and warranties of the Company set forth herein
and in the other Loan Documents, in addition to requesting that
the Lenders make Revolving Loans pursuant to Section 2.1, the
Company may request, in accordance with the provisions of this
Section 2.14(a), that one or more Issuing Lenders issue Letters
of Credit for the account of the Company or its Subsidiaries;
provided that (i) the Company shall not request that any Lender
issue any Letter of Credit if, after giving effect to such
issuance the sum of (a) the then outstanding Letters of Credit
Usage, after giving effect to the issuance of all Letters of
Credit subject to outstanding Requests for Issuance plus (b)
the aggregate principal amount of Revolving Loans then
outstanding, after giving effect to the making of all Revolving
Loans then requested by all outstanding but unfunded Notices of
Borrowing, would exceed the Total Revolving Loan Commitment
then in effect, (ii) in no event shall any Issuing Lender issue
any Letter of Credit (x) having an expiration date later than
the Final Maturity Date, (y) as to which a drawing can be made
in a location other than in the United States of America, or
(z) which is denominated in a currency other than Dollars and
(iii) the Company shall not request that any Issuing Lender
issue and no Issuing Lender shall issue any Letter of Credit
if, after giving effect to such issuance, the then outstanding
Letters of Credit Usage in respect of all Letters of Credit
would exceed $20,000,000.  Notwithstanding clause (x) in the
preceding sentence, an Issuing Lender may issue any Letter of
Credit (I) having an expiration date later than the Final
Maturity Date or (II) having an expiration date prior to the
Final Maturity Date, but containing a provision to the effect
that such Letter of Credit in the case of this clause (II) will
automatically be extended for a single period not to exceed the
initial period of such Letter of Credit, (A) so long as in the
case of Letters of Credit referred to in either clauses (I) or
(II) above the expiration date for any such Letter of Credit is
no more than 18 months beyond the Final Maturity Date and
(B) at the time any such Letter of Credit is issued or
extended, as the case may be, the Borrower shall cash
collateralize such Letter of Credit in an amount equal to 102%
of the face amount of such Letter of Credit.  The issuance of
any Letter of Credit in accordance with the provisions of this
Section 2.14 shall be given effect in the calculation of the
Letters of Credit Usage and shall require the satisfaction of
each condition set forth in Section 4.2.

          Immediately upon the issuance of each Letter of
Credit, each Lender other than the Issuing Lender or Lenders
shall be deemed to, and hereby agrees to, have irrevocably
purchased from the Issuing Lender a participation (such
participation of each Lender in each Letter of Credit being
hereinafter referred to as its "Letter of Credit
Participation") in such Letter of Credit and any drawings
thereunder in an amount equal to such Lender's Pro Rata Share
of the maximum amount which is or at any time may become
available to be drawn thereunder.

          Each Letter of Credit may provide that the Issuing
Lender may (but shall not be required to) pay the beneficiary
thereof upon the occurrence of an Event of Default and the
acceleration of the maturity of the Revolving Loans or, if
payment is not then due to the beneficiary, provide for the
deposit of funds in an account to secure payment to the
beneficiary and that any funds so deposited shall be paid to
the beneficiary of the Letter of Credit if conditions to such
payment are satisfied or returned to the Issuing Lender for
distribution to the Lenders (or, if all Obligations shall have
been indefeasibly paid in full, to the Company) if no payment
to the beneficiary has been made and the final date available
for drawings under the Letter of Credit has passed.  Each
payment or deposit of funds by an Issuing Lender as provided in
this paragraph shall be treated for all purposes of this
Agreement as a drawing duly honored by such Issuing Lender
under the related Letter of Credit.

          (b)  Request for Issuance.  Whenever the Company
desires the issuance of a Letter of Credit, it shall deliver to
the Issuing Lender a Request for Issuance in the form of
Exhibit B-3 annexed hereto no later than 1:00 P.M. (New York
time) at least five Business Days, or such shorter period as
may be agreed to by any Issuing Lender in any particular
instance, in advance of the proposed date of issuance.  Such
Issuing Lender shall immediately notify the Agent of such
Request for Issuance.  The Request for Issuance with respect to
any Letter of Credit shall specify (i) the proposed date of
issuance (which shall be a business day under the laws of the
jurisdiction of the Issuing Lender) of such Letter of Credit,
(ii) the face amount of such Letter of Credit, (iii) the
expiration date of such Letter of Credit and (iv) the name and
address of the beneficiary of such Letter of Credit.  As soon
as practicable after delivery of such Request for Issuance, the
Issuing Lender for such Letter of Credit shall be determined as
provided in Section 2.14(c).  Prior to the date of issuance,
the Company shall specify a precise description of the
documents and the verbatim text of any certificate to be
presented by the beneficiary of such Letter of Credit which, if
presented by such beneficiary on or before the expiration date
of the Letter of Credit, would require the Issuing Lender to
make payment under the Letter of Credit; provided that the
Issuing Lender, in its sole judgment, may require changes in
any such documents and certificates; and provided, further,
that no Letter of Credit shall require payment against a
conforming draft to be made thereunder earlier than 1:00 P.M.
in the time zone of the Issuing Lender on the Business Day
(which shall be a business day under the laws of the
jurisdiction of the Issuing Lender) next succeeding the
Business Day (which shall be a business day under the laws of
the jurisdiction of the Issuing Lender) that such draft or
other form of demand for payment is presented.  In determining
whether to pay under any Letter of Credit, the Issuing Lender
shall be responsible only to determine that the documents and
certificates required to be delivered under that Letter of
Credit have been delivered and that they comply on their face
with the requirements of that Letter of Credit.

          (c)  Determination of Issuing Lender.

          (1)  The Company may request any Lender to issue a
Letter of Credit, it being expressly understood that no Lender
will have any obligation to issue any Letter of Credit.  The
Lender that elects to issue a Letter of Credit shall be the
Issuing Lender with respect thereto.

          (2)  Each Issuing Lender that elects to issue or
amend a Letter of Credit shall immediately give written notice
to each Lender and the Agent of such issuance and/or amendment
accompanied by a copy of such issuance and/or amendment.

          (3)  Each Issuing Lender shall keep each Lender and
the Agent advised of the status of each Letter of Credit issued
by it and will provide to each Lender and the Agent a
calculation quarterly of all fees owed to them with respect to
any Letter of Credit issued by such Issuing Lender.

          (d)  Payment of Amounts Drawn Under Letters of
Credit.  In the event of a drawing under any Letter of Credit
by the beneficiary thereof, the Issuing Lender shall notify the
Company and the Agent reasonably promptly following the receipt
of the drawing but in any event at or before 10:00 A.M. on the
date on which the Issuing Lender intends to honor the drawing.
The Company shall reimburse the Issuing Lender on the day which
such drawing is honored in an amount in immediately available
funds equal to the drawing amount.  It being further provided
that, anything contained in this Agreement to the contrary
notwithstanding, (i) unless the Company shall have notified the
Agent and the Issuing Lender prior to 11:00 A.M. (New York
Time) on the drawing payment date that the Company intends to
reimburse the Issuing Lender for the amount of the payment with
funds other than the proceeds of Revolving Loans, the Company
shall be deemed to have given a timely Notice of Borrowing to
the Agent requesting Lenders to make Revolving Loans that are
Base Rate Loans on the drawing payment date in an amount equal
to the payment amount, and (ii) subject to the satisfaction or
waiver of the conditions specified in Section 4.1, the Lenders
shall, on the drawing payment date, make Base Rate Revolving
Loans equal to the payment amount.  The proceeds of such Loans
shall be applied directly by the Agent to reimburse the Issuing
Lender for the amount of the payment.  If for any reason,
proceeds of Revolving Loans are not received by the Issuing
Lender, on such date in amount equal to the payment amount, the
Company shall reimburse the Issuing Lender, on the Business Day
(which shall be a business day under the laws of the
jurisdiction of the Issuing Lender) immediately following the
drawing payment date, in immediately available funds the amount
which equals the excess of the payment amount over the amount
of Revolving Loans, if any, so received, plus interest on such
amount at the rate set forth in Section 2.14(f)(1)(i).

          (e)  Payment by Lenders.  In the event that the
Company shall fail to reimburse an Issuing Lender as provided
in Section 2.14(d) in an amount equal to the amount of any
drawing honored by such Issuing Lender under a Letter of Credit
issued by it, such Issuing Lender shall promptly notify the
Agent and the Agent shall promptly notify each Lender of the
unreimbursed amount of such drawing so honored and of such
Lender's respective participation therein.  Each Lender shall
make available to the Agent an amount equal to its Pro Rata
Share of the aggregate participation in such Letter of Credit
in immediately available funds, at the office of the Agent
specified in such notice, not later than 1:00 P.M. (New York
time) on the Business Day (which shall be a business day under
the laws of the jurisdiction of such Issuing Lender) after the
date notified by the Agent.  In the event that any Lender fails
to make available to the Agent the amount of such Lender's
participation in  such Letter of Credit as provided in this
Section 2.14(e), an Issuing Lender shall be entitled to recover
such amount on demand from such Lender together with interest
at the customary rate set by the Agent for the correction of
errors among banks for three Business Days and thereafter at
the Base Rate.  Each Issuing Lender shall distribute to each
Lender which has paid all amounts payable by it under this
Section 2.14(e) with respect to any Letter of Credit issued by
such Issuing Lender such Lender's Pro Rata Share of all
payments received by such Issuing Lender from the Company in
reimbursement of drawings honored by such Issuing Lender under
such Letter of Credit when such payments are received.  Nothing
in this Section 2.14(e) shall be deemed to relieve any Lender
from its obligation to pay all amounts payable by it under this
Section 2.14(e) with respect to any Letter of Credit issued by
an Issuing Lender or to prejudice any rights that the Company,
the Agent, the Issuing Lender or any other Lender may have
against a Lender as a result of any default by such Lender
hereunder.

          (f)  Compensation.

          (1)  The Company agrees to pay the following amount
with respect to all Letters of Credit:

         (i)   with respect to drawings made under any Letter
     of Credit, interest, payable on demand, on the amount paid
     by such Issuing Lender in respect of each such drawing
     from and including the drawing payment date through the
     date such amount is reimbursed by the Company (including
     any such reimbursement out of the proceeds of Revolving
     Loans pursuant to Section 2.14(d)) at the relevant
     Eurodollar Rate plus if the ratio of Consolidated Total
     Indebtedness to Consolidated EBITDA is (x) greater than
     3.25 to 1.0, 2.125% per annum, (y) equal to or less than
     3.25 to 1.00 but  greater than 2.75 to 1.0, 1.500% per
     annum, (z) equal to or less than 2.75 to 1.0 but greater
     than 2.50 to 1.0, 1.250% per annum, (xx) equal to or less
     than 2.50 to 1.0 but greater than 2.25 to 1.0, 1.000% per
     annum, (yy) equal to or less than 2.25 to 1.0 but greater
     than 2.00 to 1.0, .750% per annum and (zz) equal to or
     less than 2.00 to 1.0 but greater than 1.50 to 1.0, .550%
     per annum and (xxx) equal to or less than 1.50 to 1.0,
     .350% per annum; provided that amounts reimbursed after
     1:00 p.m. (New York time) on any date shall be deemed to
     be reimbursed on the next succeeding Business Day); and
     
        (ii)   with respect to the issuance, amendment or
     transfer of each Letter of Credit and each payment of a
     drawing made thereunder, documentary and processing
     charges in accordance with such Issuing Lender's standard
     schedule for such charges in effect at the time of such
     issuance, amendment, transfer or payment, as the case may
     be.
     
          (2)  The Company agrees to pay to the Issuing Lender
for distribution to each Lender in respect of all Letters of
Credit outstanding such Lender's Pro Rata Share of a commission
equal to the Applicable Borrowing Margin with respect to
Eurodollar Loans multiplied by the average maximum amount
available from time to time to be drawn under such outstanding
Letters of Credit, in respect of the quarterly period through
the last day of each January, April, July and October and
payable on the first Business Day following each such last day
of the aforesaid months and calculated on the basis of a 360-
day year and the actual number of days elapsed.  Upon the
happening and during the continuance of an Event of Default
described in Section 7.1, the commission referred to in the
preceding sentence shall be the Applicable Borrowing Margin
with respect to Eurodollar Loans plus 2%.

          (3)  The Company agrees to pay to each Issuing Lender
in respect to all Letters of Credit outstanding issued by each
such Issuing Lender a facing fee at such time and in the amount
or amounts agreed to in writing by the Company and such Issuing
Lender.

          Amounts payable under this Section 2.14(f) shall be
paid to the Issuing Lender.  Subject to the provisions of
Section 11.16, the Issuing Lender shall distribute to each
Lender its Pro Rata Share of such amount.  Amounts payable
under clauses (1)(ii) and (3) of this Section 2.14(f) shall be
paid directly to the Issuing Lender.

          (g)  Obligations Absolute.  The obligation of the
Company to reimburse each Issuing Lender for drawings made
under the Letters of Credit issued by it and the obligations of
the Lenders under Section 2.14(d) shall be unconditional and
irrevocable and shall be paid strictly in accordance with the
terms of this Agreement under all circumstances including,
without limitation, the following circumstances:

          (1)  any lack of validity or enforceability of any
     Letter of Credit;
     
          (2)  the existence of any claim, setoff, defense or
     other right that the Company or any Affiliate of the
     Company or any other Person may have at any time against a
     beneficiary or any transferee of any Letter of Credit (or
     any Person for whom any such beneficiary or transferee may
     be acting), such Issuing Lender, any Lender or any other
     Person, whether in connection with this Agreement, the
     transactions contemplated herein or any unrelated
     transaction;
     
          (3)  any draft, demand, certificate or any other
     document presented under any Letter of Credit proving to
     be forged, fraudulent, invalid or insufficient in any
     respect or any statement therein being untrue or
     inaccurate in any respect;
     
          (4)  payment by such Issuing Lender under any Letter
     of Credit against presentation of a demand, draft or
     certificate or other document that does not comply with
     the terms of such Letter of Credit;
     
          (5)  any other circumstances or happening whatsoever
     that is similar to any of the foregoing; or
     
          (6)  the fact that an Event of Default or Default
     shall have occurred and be continuing.
     
          (h)  Additional Payments.  If by reason of (i) any
change in applicable law, regulation, rule, decree or
regulatory requirement or any change in the interpretation or
application by any judicial or regulatory authority of any law,
regulation, rule, decree or regulatory requirement (except for
changes in the rate of tax on, or determined by reference to,
the net income or profits of such Lender or its Applicable
Lending Office imposed by the jurisdiction in which it is
organized or in which its principal office or Applicable
Lending Office is located) or (ii) compliance by any Issuing
Lender or any Lender with any direction, request or requirement
(whether or not having the force of law) of any governmental or
monetary authority including, without limitation, Regulation D:

          (A)  such Issuing Lender or any Lender shall be
     subject to any tax, levy, charge or withholding of any
     nature or to any variation thereof or to any penalty or
     interest with respect to the maintenance or fulfillment of
     its obligations under this Section 2.14, whether directly
     or by such being imposed on or suffered by such Issuing
     Lender or any Lender;
     
          (B)  any reserve, deposit or similar requirement is
     or shall be applicable, imposed or modified in respect of
     any Letter of Credit issued by such Issuing Lender or
     participations therein purchased by any Lender; or
     
          (C)  there shall be imposed on such Issuing Lender or
     any Lender any other condition regarding this Section
     2.14, any Letter of Credit or any participation therein;
     
and the result of the foregoing is to directly or indirectly
increase the cost to such Issuing Lender or any Lender of
issuing, making or maintaining any Letter of Credit or of
purchasing or maintaining any participation therein, or to
reduce the amount receivable in respect thereof by such Issuing
Lender or any Lender, then and in any such case such Issuing
Lender or such Lender may, at any time within a reasonable
period after the additional cost is incurred or the amount
received is reduced, notify the Company and the Company shall
pay on demand such amounts as such Issuing Lender or such
Lender may specify to be necessary to compensate such Issuing
Lender or such Lender on a net after-tax basis for such
additional cost or reduced receipt, together with interest on
such amount from the date demanded until payment in full
thereof at a rate per annum equal at all times to the rate
applicable to Base Rate Loans then in effect.  A certificate in
reasonable detail as to the amount of such increased cost or
reduced receipt, submitted to the Company and the Agent by that
Issuing Lender or any Lender, as the case may be, shall, except
for manifest error, be final, conclusive and binding for all
purposes.

          (i)  Indemnification; Nature of Issuing Lender's
Duties.  In addition to amounts payable as elsewhere provided
in this Section 2.14 (but in the case of Section 2.14(h), only
in accordance therewith), without duplication, the Company
hereby agrees to protect, indemnify, pay and save each Issuing
Lender harmless from and against any and all claims, demands,
liabilities, damages, losses, costs, charges and expenses
(including reasonable attorneys' fees and expenses) which such
Issuing Lender may incur or be subject to as a consequence,
direct or indirect, of (i) the issuance of the Letters of
Credit or (ii) the failure of such Issuing Lender to honor a
drawing under any Letter of Credit as a result of any act or
omission, whether rightful or wrongful, of any present or
future de jure or de facto government or Governmental Authority
(all such acts or omissions herein called "Governmental Acts").

          As between the Company and each Issuing Lender, the
Company assumes all risks of the acts and omissions of, or
misuse of the Letters of Credit issued by such Issuing Lender
by, the respective beneficiaries of such Letters of Credit.  In
furtherance and not in limitation of the foregoing, such
Issuing Lender shall not be responsible:  (i) for the form,
validity, sufficiency, accuracy, genuineness or legal effects
of any document submitted by any party in connection with the
application for and issuance of such Letters of Credit, even if
it should in fact prove to be in any or all respects invalid,
insufficient, inaccurate, fraudulent or forged; (ii) for the
validity or sufficiency of any instrument transferring or
assigning or purporting to transfer or assign any such Letter
of Credit or the rights or benefits thereunder or proceeds
thereof, in whole or in part, that may prove to be invalid or
ineffective for any reason; (iii) for failure of the
beneficiary of any such Letter of Credit to comply fully with
conditions required in order to draw upon such Letter of
Credit; (iv) for errors, omissions, interruptions or delays in
transmission or delivery of any messages, by mail, cable,
telegraph, telex or otherwise, whether or not they are in
cipher; (v) for errors in interpretation of technical terms;
(vi) for any loss or delays in the transmission or otherwise of
any document required in order to make a drawing under any such
Letter of Credit or of the proceeds thereof; (vii) for the
misapplication by the beneficiary of any such Letter of Credit
of the proceeds of any drawing under such Letter of Credit; and
(viii) for any consequences arising from causes beyond the
control of such Issuing Lender, including, without limitation,
any Government Acts.  None of the above shall affect, impair,
or prevent the vesting of any of such Issuing Lender's rights
or powers hereunder.

          In furtherance and extension and not in limitation of
the specific provisions hereinabove set forth, any action taken
or omitted by any Issuing Lender or in connection with the
Letters of Credit issued by it or the related certificates, if
taken or omitted in good faith, shall not put such Issuing
Lender under any resulting liability to the Company.

          Notwithstanding anything to the contrary contained in
this Section 2.14(i), the Company shall have no obligation to
indemnify any Issuing Lender in respect of any liability
incurred by such Issuing Lender arising solely out of the gross
negligence or willful misconduct of such Issuing Lender.

          (j)  Computation of Interest.  Interest payable
pursuant to this Section 2.14 shall be computed on the basis of
a 360-day year and the actual number of days elapsed in the
period during which it accrues.

          2.15  Replacement Lender.  In the event the Company
or the German Borrower, as the case may be, becomes obligated
to pay any additional material amounts to any Lender pursuant
to Section 2.10, 2.14(h) or 3.5 (which amounts are generally
not due or payable to all Lenders generally under such
Sections) or such Lender is not able to make Eurodollar Loans
or Deutsche Mark Loans pursuant to Section 2.10, as a result of
any event or condition described in any of such Sections, then,
unless such Lender has theretofore taken steps to remove or
cure, and has removed or cured, the conditions creating the
cause of such obligation to pay such additional amounts, the
Company may designate a substitute lender reasonably acceptable
to the Agent (such lender herein called a "Replacement Lender")
to purchase such Lender's rights and obligations with respect
to its entire Pro Rata Share hereunder, without recourse to or
warranty by, or expense to, such Lender for a purchase price
equal to the outstanding principal amount payable to such
Lender with respect to its Pro Rata Share hereunder, plus any
accrued and unpaid interest and accrued and unpaid fees in
respect of such Lender's Pro Rata Share and on other terms
reasonably satisfactory to the Agent.  Upon such purchase by
the Replacement Lender and payment of all other amounts owing
to the Lender being replaced hereunder, such Lender shall no
longer be a party hereto or have any rights or obligations
hereunder, and the Replacement Lender shall succeed to the
rights and obligations of such Lender with respect to its Pro
Rata Share hereunder; provided that the rights of such replaced
Lender pursuant to Sections 2.10, 2.14(h), 3.5 and 11.3, and
the rights and obligations of such Lender pursuant to Section
11.3, shall survive any substitution described in this Section
2.15.

          2.16  Certain Computations.  All interest, fees and
other amounts accruing under the Existing Credit Agreement on
or prior to, or determined in respect of any day accruing on or
prior to the day before the Effective Date shall be computed
and determined as provided in the Existing Credit Agreement
before giving effect to this Agreement.

          2.17  Change of Lending Office.  (a)  No Lender may
designate another lending office for any Loans or Letters of
Credit which would have the effect of causing any event giving
rise to the operation of Section 2.10(a)(ii) or (iii),
Section 2.10(c), Section 2.10(d), Section 2.14(h) or
Section 3.5 with respect to such Lender without the prior
written consent of the Borrowers.

          (b)  Each Lender agrees that on the occurrence of any
event giving rise to the operation of Section 2.10(a)(ii) or
(iii), Section 2.10(c), Section 2.10(d), Section 2.14(h) or
Section 3.5 with respect to such Lender, it will, if requested
by the Company, use reasonable efforts (subject to overall
policy considerations of such Lender) to designate another
lending office for any Loans or Letters of Credit affected by
such event, provided that such designation is made on such
terms that such Lender and its lending office suffer no
economic, legal or regulatory disadvantage, with the object of
avoiding the consequence of the event giving rise to the
operation of such Section.

          (c)  Nothing in this Section 2.17 shall affect or
postpone any of the obligations of the Company or the German
Borrower or the right of any Lender provided in Sections 2.10,
2.14(h) or 3.5.

          2.18  EURO Provisions.  (a)  If, as a result of the
implementation of the European economic and monetary union
("EMU"), (i) any currency available for borrowing under this
Agreement (a "national currency") ceases to be lawful currency
of the state issuing the same and is replaced by a European
single or common currency (the "Euro") or (ii) any national
currency and the Euro are at the same time both recognized by
the central bank or comparable governmental authority of the
state issuing such currency as lawful currency of such state,
then any amount payable hereunder by any party hereto in such
national currency shall instead be payable in the Euro and the
amount so payable shall be determined by denominating or
converting such amount into the Euro at the exchange rate
officially fixed by the European Central Bank of the purpose of
implementing the EMU, provided that to the extent any EMU
legislation provides that an amount denominated either in the
Euro or in the applicable national currency can be paid either
in Euros or in the applicable national currency, each party to
this Agreement shall be entitled to pay or repay such amount in
Euros or in the applicable national currency.  Prior to the
occurrence of the event or events described in clause (i) or
(ii) of the preceding sentence, each amount payable hereunder
in any such national currency will, except as otherwise
provided herein, continue to be payable only in that national
currency.

          (b)  If the basis of accrual of interest or fees
expressed in this Agreement with respect to the currency of any
state that becomes a participating state shall be inconsistent
with any convention or practice in the London interbank market
for the basis of accrual of interest or fees in respect of the
euro, such convention or practice shall replace such expressed
basis effective as of and from the date on which such state
becomes a participating member state.

          (c)  Except as expressly provided in this Section
2.18 and Section 2.10, this Agreement will be amended to the
extent determined by the Agent (acting reasonably and in
consultation with the Company) to be necessary to reflect such
implementation of the EMU and change in currency and to put the
Lenders and the Borrowers in the same position, so far as
possible, that they would have been in if such implementation
and change in currency had not occurred; provided that any such
amendment shall be made in accordance with the customary
practices of the market.  Except as provided in the foregoing
provisions of this Section 2.18, no such implementation or
change in currency nor any economic consequences resulting
therefrom shall (i) give rise to any right to terminate
prematurely, contest, cancel or rescind, the provisions of this
Agreement or (ii) discharge, excuse or otherwise affect the
performance of any obligations of the German Borrower under
this Agreement or any other Loan Document.

          SECTION 3.  REDUCTIONS IN COMMITMENTS;
                      PREPAYMENTS AND PAYMENTS.
                      
          3.1  Voluntary Reductions in Total Revolving Loan
Commitment.  The Company shall have the right, at any time and
from time to time upon at least three Business Days' prior
written notice to the Agent at its Notice Office (which notice
the Agent shall promptly endeavor to notify each Lender),
without premium or penalty, to reduce the Total Revolving Loan
Commitment in whole or in part in integral multiples of
$5,000,000 or integral multiples of $1,000,000 above such
amount; provided that (a) all such reductions shall apply
proportionately to the Revolving Loan Commitment of each
Lender, as the case may be, and (b) any such reduction shall be
permanent.

          3.2  Voluntary Prepayments.  The Company and the
German Borrower shall have the right to prepay any Borrowing of
any Revolving Loans, at any time, in whole or in part, without
premium or penalty, pursuant to this Section 3.2 on the
following terms and conditions:  (i) the Company or the German
Borrower, as the case may be, shall give the Agent at its
Payment Office at least three Business Days' prior written
notice or telephone notice (confirmed in writing) of its intent
to prepay such Revolving Loans, the amount of such prepayment
and the specific Borrowing to be prepaid, which notice the
Agent shall promptly transmit to each of the Lenders; (ii) each
prepayment shall be in an integral multiple of $500,000 and,
with respect to the voluntary prepayment of Base Rate Loans, in
a minimum principal amount of $1,000,000 (or the Alternate
Currency Equivalent thereof in the case of Alternate Currency
Loans) or, with respect to the voluntary prepayment of Fixed
Rate Loans, in a minimum principal amount of $5,000,000 (or, if
less, with respect to any of the Revolving Loans referred to
above, the amount then remaining outstanding in respect of such
Borrowing); (iii) the Company or the German Borrower, as the
case may be, shall not have the right to make a partial
prepayment of any Fixed Rate Loan if the principal amount
outstanding of the Fixed Rate Loans made as part of the
Borrowing to which such prepayment relates after such partial
prepayment shall be less than $5,000,000 (or the Alternate
Currency Equivalent thereof in the case of Alternate Currency
Loans); and (iv) at the time of any prepayment, the Company or
the German Borrower, as the case may be, shall pay all interest
accrued on the principal amount of such prepayment.

          3.3  Mandatory Prepayments.  (a)  The Company or the
German Borrower, as the case may be, shall make prepayments of
Revolving Loans to the extent necessary so that the sum of
(i) the outstanding principal amount of Revolving Loans
(including the Dollar Equivalent thereof in the case of
outstanding Alternate Currency Revolving Loans) at any time,
after giving effect to the making of all Revolving Loans then
requested by all outstanding but unfunded Notices of Borrowing,
plus (ii) the then outstanding Letters of Credit Usage, after
giving effect to the issuance of all Letters of Credit subject
to outstanding Requests for Issuance does not exceed the Total
Modified Revolving Commitment then in effect (after giving
effect to all reductions made pursuant to  Section 3.1).  Such
prepayment shall be paid within two Business Days of receiving
written notice from the Agent of the excess over the Total
Modified Revolving Commitment as then in effect.  Prepayments
in an amount equal to such excess are to be allocated among
Dollar Revolving Loans first and then Deutsche Mark Revolving
Loans.

          (b)  Any mandatory prepayment shall be applied first
to Base Rate Loans to the full extent thereof, second to Fixed
CD Rate Loans to the full extent thereof, third to Eurodollar
Loans to the full extent thereof and fourth to Deutsche Mark
Loans, as determined by the Agent.

          (c)  If, after giving effect to the repayment of all
Revolving Loans, the outstanding Letters of Credit Usage
exceeds the Total Revolving Loan Commitment then in effect, the
Company shall be required to cash collateralize in Dollars
outstanding Letters of Credit in an amount such that, after
giving effect thereto, the aggregate Letters of Credit Usage
not supported by cash collateral is equal to or less than the
Total Revolving Loan Commitment then in effect.

          3.4  Method and Place of Payment.  Except as
otherwise specifically provided herein, all payments under this
Agreement shall be made to the Agent for the account of the
Lender or Lenders entitled thereto no later than 12:00 Noon
(local time in the city in which such payments are to be made)
on the date when due and shall be made in (i) Dollars in
immediately available funds at the appropriate Payment Office
of the Agent in respect of Dollar Loans and Letters of Credit
if such payment is made in respect of any obligation of the
Company under this Agreement except as otherwise provided in
the immediately following clause (ii) and (ii) the appropriate
Alternate Currency in immediately available funds at the
appropriate Payment Office of the Agent if such payment is made
in respect of principal of or interest on any Alternate
Currency Loan and otherwise in Dollars in immediately available
funds at the Payment Office of the Agent described in clause
(i) above in respect of any obligation in respect of an
Alternate Currency Loan.  The principal of and interest on each
Alternate Currency Loan shall be paid only in the applicable
Alternate Currency.  Whenever any payment to be made hereunder
shall be stated to be due on a day which is not a Business Day,
the due date thereof shall be extended to the next succeeding
Business Day and, with respect to payments of principal,
interest shall be payable at the applicable rate during such
extension.

          3.5  Net Payments.  Except as provided below, all
payments made by the Company or the German Borrower hereunder
or under any of the Loan Documents will be made without setoff,
counterclaim or other defense.  All such payments will be made
free and clear of, and without deduction or withholding for,
any present or future taxes, levies, imposts, duties, fees,
assessments or other charges of whatever nature now or
hereafter imposed by any jurisdiction or by any political
subdivision or taxing authority thereof or therein (but
excluding, except as provided below, (a) any withholding taxes
or backup withholding taxes imposed by the United States or any
political subdivision thereof as a result of the failure of the
Lender to comply with the provisions of Section 11.14, (b) any
backup withholding tax imposed as a result of a failure to
provide proper certification or a notice by the Internal
Revenue Service regarding a failure to report all dividends and
interest payments and (c) any tax imposed on or measured by the
net income of a Lender pursuant to the laws of the jurisdiction
(or any political subdivision or taxing authority thereof or
therein) in which such Lender is organized or in which the
principal office or Applicable Lending Office of such Lender is
located and all interest, penalties or similar liabilities with
respect thereto) (collectively, "Taxes").  The Company and the
German Borrower, as the case may be, shall also reimburse each
Lender, upon the written request of such Lender, for taxes
imposed on or measured by the net income of such Lender
pursuant to the laws of the jurisdiction (or any political
subdivision or taxing authority thereof or therein) in which
the Lender is organized or in which the principal office or
Applicable Lending Office of such Lender is located as such
Lender shall determine are payable by such Lender in respect of
amounts paid to or on behalf of such Lender pursuant to this
Section 3.5.  If any Taxes are so levied or imposed, the
Company and the German Borrower agree to pay the full amount of
such Taxes and such additional amounts as may be necessary so
that every payment of all amounts due hereunder or under any of
the Loan Documents, after withholding or deduction for or on
account of any Taxes, will not be less than the amount provided
for herein or in such Loan Documents.  The Company and the
German Borrower will furnish to the Agent within 45 days after
the date the payment of any Taxes is due pursuant to applicable
law certified copies of tax receipts evidencing such payment by
the Company or the German Borrower, as the case may be.  The
Company and the German Borrower, as the case may be, will
indemnify and hold harmless each Lender, and reimburse such
Lender upon its written request, for the amount of any Taxes so
levied or imposed and paid by such Lender.

          SECTION 4.  CONDITIONS TO REVOLVING LOANS AND
                      LETTERS OF CREDIT.
                      
          4.1  Conditions to All Revolving Loans.  The
obligations of the Lenders to make any and all Revolving Loans
are subject to the prior or concurrent satisfaction or waiver
of each of the following conditions precedent:

          (a)  Required Documentation.  The Agent shall have
     received in accordance with the provisions of Section
     2.3 before the applicable Funding Date an originally
     executed Notice of Borrowing, signed by the chief
     executive officer, the chief financial officer, the
     treasurer, assistant treasurer or Authorized Officer of
     the Company or the German Borrower, as the case may be,
     requesting a Revolving Loan to be made on any such Funding
     Date (the furnishing by the Company or the German Borrower
     of each such Notice of Borrowing shall be deemed to
     constitute a representation and warranty of the Company or
     the German Borrower, as the case may be, to the effect
     that the conditions set forth in Section 4.1(b) are
     satisfied as of the date of delivery and will be satisfied
     on the relevant Funding Date).
     
          (b)  As of that Funding Date:
     
              (i)   Representations and Warranties.  The
          representations and warranties contained herein shall
          be true, correct and accurate in all material
          respects on and as of that Funding Date  to the same
          extent as though made on and as of that date, except
          that with respect to Revolving Loans made after the
          Effective Date the representations and warranties
          need not be true and correct to the extent that
          changes in the facts and conditions on which such
          representations and warranties are based are required
          or permitted under this Agreement or such changes
          arise out of events not prohibited by the covenants
          set forth in Sections 5 and 6.
          
             (ii)   No Default.  No event shall have occurred
          and be continuing or would result from the
          consummation of the borrowing contemplated by such
          Notice of Borrowing or the application of the
          proceeds thereof that would constitute (a) an Event
          of Default, or (b) a Default.
          
            (iii)   Agreements and Conditions.  The Company and
          the German Borrower shall have performed in all
          material respects all agreements and satisfied all
          conditions that this Agreement and each other Loan
          Document provides shall be performed by each of them
          on or before such Funding Date.
          
             (iv)   Compliance with Laws.  No order, judgment
          or decree of any court, arbitrator or Governmental
          Authority shall purport to enjoin or restrain any
          Lender from making that Revolving Loan.  The making
          of the Revolving Loans requested on such Funding Date
          shall not violate Regulation G, T, U, or X of the
          Federal Reserve Board.
          
          (c)  As of the first Funding Date after the Effective
     Date there shall not exist any judgment order, injunction,
     decree or other restraint or a hearing seeking injunctive
     or other relief pending or noticed with respect to the
     making of the Revolving Loans or the issuance of any Notes
     or Letters of Credit or the other transactions
     contemplated by any of the Loan Documents.
     
          4.2  Conditions to All Letters of Credit.  The right
of the Company to obtain the issuance of any Letter of Credit
that the relevant Issuing Lender determines to issue in its
sole discretion hereunder is subject to prior or concurrent
satisfaction of all of the following conditions:

          (a)  Required Documentation.  On or prior to the date
     of issuance of a Letter of Credit, the Agent shall have
     received in accordance with the provisions of
     Section 2.14(b) a Request for Issuance with respect to
     such Letter of Credit (the furnishing by the Company of
     each such Request for Issuance shall be deemed to
     constitute a representation and warranty of the Company to
     the effect that the conditions set forth in Section 4.1(b)
     are satisfied as of the date of delivery and will be
     satisfied on the relevant date of issuance), all other
     information specified in Section 2.14(b), and such other
     documents as the Issuing Lender may reasonably require in
     connection with the issuance of such Letter of Credit.
     
          (b)  Conditions.  On the date of issuance of each
     such Letter of Credit, all conditions precedent described
     in Section 4.1(b) shall be satisfied to the same extent as
     though the issuance of such Letter of Credit were the
     making of a Revolving Loan and the date of issuance of
     such Letter of Credit were a Funding Date.  On or prior to
     the date of issuance of the initial Letter of Credit,
     unless previously satisfied in connection with the making
     of the initial Revolving Loan, each of the conditions set
     forth in Section 4.1 shall have been satisfied or waived.
     
          SECTION 5.  AFFIRMATIVE COVENANTS.
                      
          The Company covenants and agrees that, so long as any
of the Commitments hereunder shall be in effect and until
payment in full of all of the Revolving Loans and unreimbursed
drawings, if any, under any Letters of Credit and the
cancellation or expiration of all outstanding Letters of
Credit, the Company agrees that it will perform all covenants
in this Section 5:

          5.1  Furnish Financial Statements and Information,
etc.  The Company shall furnish to each Lender:  (a) within 90
days after the close of each of the fiscal years of the
Company, audit reports of independent certified public
accountants, including consolidated balance sheets of the
Company and its Consolidated Subsidiaries as of the end of such
period and related consolidated statements of earnings and
statements of cash flow, each in comparative form for such year
and the preceding year; (b) within 60 days after the close of
each of the first three quarters of the fiscal years of the
Company, similar unaudited consolidated balance sheets of the
Company and its Consolidated Subsidiaries as of the last day of
such quarter, and related consolidated statements of earnings
and statements of cash flows for such quarter, likewise in
reasonable detail and in comparative form for the corresponding
quarterly period in the preceding fiscal year, all of which
shall be prepared, and certified, by an Authorized Officer of
the Company; (c) as soon as available, copies of all proxy
statements and other information and reports, if any, filed by
the Company with the Securities and Exchange Commission (or any
governmental agency substituted therefor); (d) within 60 days
after the close of each of the first three fiscal quarters of
the Company, and within 90 days after the close of the fourth
fiscal quarter of the Company, of each of the fiscal years of
the Company, (i) a statement, certified by an Authorized
Officer of the Company to the effect that a review of the
activities of the Company and all Subsidiaries of the Company
during the period covered by such statement has been made and
that such officer obtained no knowledge of any Default or Event
of Default or, if any Default or Event of Default does exist,
specifying the nature and extent thereof and (ii) a Compliance
Certificate demonstrating in reasonable detail compliance with
the restrictions set forth in Sections 5.6, 5.11, 6.1(i) and
(l), 6.3(b), 6.4, 6.8(b)(ii) and 6.11(vii); and (e) such other
information as any Lender may from time to time reasonably
request; all financial statements of the Company furnished
pursuant to this Section 5.1 shall be prepared on a
consolidated basis in accordance with GAAP.

          5.2  Inspection.  The Company shall permit, and cause
each of its Significant Subsidiaries to permit, the duly
authorized representatives of any Lender at all reasonable
times to examine the books and records of the Company and any
of its Significant Subsidiaries, and take memoranda and
extracts therefrom.

          5.3  Taxes, Charges, etc.  The Company shall duly pay
and discharge, or cause to be paid and discharged, when due,
all taxes, assessments and other governmental charges imposed
upon it or any of its Subsidiaries and its and their properties
or assets, or any part thereof or upon the income therefrom, as
well as all claims (including, without limitation, claims for
labor, materials or supplies) which if unpaid might by law
become a lien or charge upon any property of the Company or any
of its Significant Subsidiaries, except each of such items as
are being appropriately contested in good faith by appropriate
proceedings promptly instituted and diligently conducted and as
to which such reserve or other appropriate provision, if any,
as shall be required in conformity with GAAP shall have been
made therefor by the Company or any such Subsidiary.

          5.4  Corporate Existence, etc.  Except as permitted
by Section 6.2, the Company shall maintain, and cause its
Significant Subsidiaries to maintain, their respective
corporate existence and their respective material rights,
franchises, licenses and patents, if any, and cause each of its
Significant Subsidiaries to comply in all material respects
with all valid and applicable statutes, rules and regulations.

          5.5  Notice of Default.  The Company shall
immediately, upon the chief executive officer, chief financial
officer, treasurer, controller or general counsel of the
Company becoming aware of the occurrence of any Default or
Event of Default, give oral notice, promptly confirmed in
writing, to each Lender of the occurrence of such Default or
Event of Default.

          5.6  Consolidated Net Worth.  The Company shall
maintain, at all times, Consolidated Net Worth of at least
$400,000,000 plus an amount (if positive) equal to 50% of
Consolidated Net Income (excluding net income of any person
acquired by the Company or any of its Subsidiaries prior to
such acquisition) of the Company and its Subsidiaries for each
full fiscal quarter occurring during the period commencing
December 28, 1997 and ending on the date of determination.

          5.7  ERISA.  As soon as possible and, in any event,
within 10 days after the Company or any ERISA Affiliate knows
or has reason to know of any of the following, the Company
shall deliver to each of the Lenders a certificate of an
Authorized Officer of the Company setting forth details as to
such occurrence and such action, if any, which the Company or
such ERISA Affiliate is required or proposes to take, together
with any notices required or proposed to be given to or filed
with or by the Company, the ERISA Affiliate, the PBGC, a Plan
participant or the plan administrator with respect thereto:
that a Reportable Event has occurred; that an accumulated
funding deficiency has been incurred or an application may be
or has been made to the Secretary of the Treasury for a waiver
or modification of the minimum funding standard (including any
required installment payments) or an extension of any
amortization period under Section 412 of the Code with respect
to a Plan; that a Multiemployer Plan has been or will be
terminated, reorganized, partitioned or declared insolvent
under Title IV of ERISA; that a Plan has an Unfunded Current
Liability giving rise to a lien under ERISA or the Code; that
proceedings have been or are reasonably likely to be instituted
to terminate a Plan under Section 4041(c) or Section 4042 of
ERISA; that a proceeding has been instituted pursuant to
Section 515 of ERISA to collect a material delinquent
contribution to a Multiemployer Plan; the adoption of an
amendment to any Plan that, pursuant to Section 401(a)(29) of
the Code or Section 307 of ERISA, would result in a loss of tax-
exempt status of the trust of which such Plan is a part if the
Company or an ERISA Affiliate fails to timely provide security
to the Plan in accordance with the provisions of said Sections;
or that the Company or any ERISA Affiliate will or is
reasonably likely to incur any material liability (including
any contingent or secondary liability) to or on account of the
termination of or withdrawal from a Plan or Multiemployer Plan
under Section 4062, 4063, 4064, 4069, 4201 or 4204 of ERISA.

          5.8  Insurance.  The Company shall maintain or cause
to be maintained, and cause each of its Subsidiaries to
maintain or cause to be maintained, with financially sound and
reputable insurance companies, insurance with respect to its
properties and business (including, without limitation, all
buildings, machinery, plants, equipment, fixtures and
inventories of raw materials, goods in process and completed
goods) against loss or damage of the kind customarily insured
against by corporations of established reputation engaged in
the same or similar businesses and similarly situated, of such
types and in such amounts as are customarily carried under
similar circumstances by such other corporations; provided,
however, that the Company and any of its Subsidiaries may
maintain self-insurance in connection with the above insurance
requirements to the extent, and only to the extent, reasonably
prudent and not to exceed at any time 25% of the Fair Market
Value of the Company's assets on a consolidated basis.

          5.9  Maintenance of Property.  The Company shall in
all material respects maintain, preserve and keep, and cause
each of its Significant Subsidiaries to maintain, preserve and
keep, all property material to their respective businesses in
good repair, working order and condition (ordinary wear and
tear excepted) and from time to time make all needful and
proper repairs, renewals, replacements, additions, betterments
and improvements thereto in accordance with industry standards.

          5.10  Compliance with Laws, etc.  The Company shall
comply, and cause each of its Subsidiaries to comply, with all
applicable laws, statutes, rules, permits, licenses,
franchises, regulations and orders of, and all applicable
restrictions imposed by, all governmental bodies, domestic or
foreign, including, without limitation, Environmental Laws, in
respect of the conduct of its business and the use, ownership
or occupancy of its property, except such noncompliances as
would not, in the aggregate, reasonably be expected to have a
Material Adverse Effect.

          5.11  Consolidated Total Indebtedness to Consolidated
EBITDA.  The Company shall maintain, at all times during the
respective periods indicated below, a ratio of Consolidated
Total Indebtedness to Consolidated EBITDA not to exceed the
respective ratio indicated during such period:

          Period                            Ratio
                                              
     12/28/97 - 12/31/99                3.75 to 1.00
     01/01/00 - 12/31/00                3.00 to 1.00
     01/01/2001 and thereafter          2.50 to 1.00

          5.12  Environmental Events.  The Company shall
promptly give notice to the Lenders upon becoming aware of any
of the following events which could reasonably be expected to
result in a material liability to the Company or any of its
Subsidiaries:  (a) any violation of any Environmental Law,
(b) any inquiry, proceeding, investigation or other action
relating to any Environmental Law, including a request for
information or a notice of any actual or purported potential
environmental liability from any Person, and (c) the discovery
of the release of any Hazardous Materials at, on, under or from
any of the Company's or its Subsidiaries' real property or any
facility or equipment thereat in excess of reportable or
allowable standards or levels under any Environmental Law, or
in a manner and/or amount reasonably likely to result in
material liability under any Environmental Law.

          In the event of the presence of any Hazardous
Material on any of the Company's or its Subsidiaries' real
property which is in violation of or which results in liability
under any Environmental Law, or any event, condition,
circumstance, thing or fact which results in liability under
any Environmental Law, the Company shall expeditiously take all
reasonable steps to correct any such violation or respond to
such circumstances, conditions or things which would give rise
to such liability, in compliance with Environmental Laws (it
being understood that such steps shall not be required to be
taken while the Company is contesting, in good faith before the
appropriate Governmental Authority, its obligation to take such
steps), and reasonably mitigate attendant health and
environmental risks.

          5.13  Year 2000.  The Borrowers will ensure that
their Information Systems and Equipment are at all times after
September 30, 1999 Year 2000 Compliant, except insofar as the
failure to do so will not result in a Material Adverse Effect,
and shall notify the Agent promptly upon detecting any such
failure of the Information Systems and Equipment to be Year
2000 Compliant if such failure to be Year 2000 Compliant would
result in a Material Adverse Effect.  In addition, the
Borrowers shall provide the Agent with such information about
their year 2000 computer readiness (including, without
limitation, information as to contingency plans, budgets and
testing results) as the Agent shall reasonably request.

          SECTION 6.  NEGATIVE COVENANTS.
                      
          The Company covenants and agrees that, so long as any
of the Commitments hereunder shall be in effect and until
payment in full of all of the Revolving Loans and unreimbursed
drawings, if any, under any Letters of Credit and the
cancellation or expiration of all outstanding Letters of
Credit, the Company agrees that it will perform all covenants
in this Section 6:

          6.1  Liens.  The Company shall not, and shall not
permit any of its Domestic Subsidiaries or the German Borrower
or any of the German Borrower's Subsidiaries to, contract,
create, incur, assume or suffer to exist any Lien upon or with
respect to any of its or their assets or property (real or
personal, tangible or intangible) now or hereafter owned, or of
or upon the income or profits thereof, except:

          (a)  Liens existing on the Effective Date and any
     extension, renewal or replacement thereof; provided,
     however that no such Lien shall be permitted under this
     clause (a) if such extension, renewal or replacement
     extends to any assets or property other than the assets or
     property originally pledged or increases the indebtedness
     secured thereby;
     
          (b)  deposits or pledges in connection with or to
     secure payment of worker's compensation, unemployment
     insurance or in connection with the good faith contest of
     any tax lien;
     
          (c)  any Subsidiary may create Liens in favor of the
     Company or another Subsidiary to secure borrowings from
     the Company or another Subsidiary;
     
          (d)  Liens securing the performance of any contract,
     undertaking or obligation or Liens for partial, progress,
     advance or other payments pursuant to any contract or
     provision of any statute, in any such case not incurred,
     created or assumed directly or indirectly in connection
     with the borrowing of money, the obtaining of advances or
     credits or the securing of any indebtedness (including
     rental obligations required to be capitalized) of, or
     guaranteed by, the Company which by its terms or at the
     option of the  debtor may mature more than 12 months from
     the date the Lien is granted, and if made and continuing
     in the ordinary course of business;
     
          (e)  the Company or any of its Subsidiaries may
     acquire property subject to a Lien (whether or not
     assumed) or, in connection with the acquisition of
     property hereafter acquired, may, within 180 days of the
     date such property is acquired, subject such property to a
     Lien, or may assume indebtedness secured by a Lien
     covering the same, in each case up to an amount not to
     exceed the lesser of (i) 100% of the cost thereof to the
     Company or such Subsidiary and (ii) the fair value
     thereof, and the Company or any of its Subsidiaries may
     acquire a Subsidiary which, at the time of such
     acquisition, has a Lien existing on its property; provided
     that the Indebtedness secured by such Lien does not exceed
     the fair value of the assets subject to such Lien;
     
          (f)  encumbrances consisting of zoning restrictions,
     easements, rights of way, survey exceptions, leases and
     subleases and other similar restrictions on the use of
     real property, or minor irregularities in titles thereto,
     which do not materially impair the use of such property in
     the operation of the business of the Company or any of its
     Subsidiaries;
     
          (g)  the Company and any of its Subsidiaries may
     incur (i) Liens arising under or in connection with the
     Receivables Purchase Agreement; provided that such Liens
     do not extend to any assets beyond those contemplated by
     the Receivables Purchase Agreement or (ii) similar Liens
     incurred in similar financing arrangements (to the extent
     otherwise permitted hereunder);
     
          (h)  the Company and any of its Subsidiaries may
     incur Liens in connection with Sale-leaseback transactions
     made in compliance with Section 6.8; provided that such
     Liens do not extend to any assets other than the assets
     subject to the applicable Sale-leaseback transaction;
     
          (i)  the Company and its Subsidiaries may incur Liens
     (a) in connection with the issuance of letters of credit
     (and reimbursement obligations relating thereto) other
     than the Letters of Credit; provided that the aggregate
     face amount of all such letters of credit at any one time
     outstanding shall not exceed $15,000,000; and provided,
     further, that the value of the property subject to Liens
     permitted by this clause (a) shall not exceed the
     aggregate face amount of letters of credit then
     outstanding and (b) on Notes Receivable incurred in
     connection with the sale or financing of Notes Receivable;
     provided, however, that at no time shall each of the U.S.
     and non-U.S. purchasers of such Notes Receivable have
     recourse to the Company and its Subsidiaries in respect of
     the amounts outstanding on such Notes Receivable in an
     amount in excess of $25,000,000 in the aggregate as
     provided for in Section 6.2(iv);
     
          (j)  Liens arising out of Capital Leases or Operating
     Leases;
     
          (k)  Liens on property or assets acquired pursuant to
     a Permitted Acquisition; provided that (i) any Domestic
     Subsidiary Indebtedness that is secured by such Liens is
     permitted to exist under Section 6.3(a) and (ii) such
     Liens are not incurred in connection with or in
     contemplation or anticipation of such Permitted
     Acquisition and do not attach to any other asset of the
     Company or any of its Subsidiaries; and
     
          (l)  other encumbrances to secure Indebtedness in the
     aggregate for the Company and all of its Subsidiaries not
     in excess of 5% of the Company's Consolidated Net Worth at
     any time.
     
          6.2  Restrictions on Fundamental Changes.  Neither
the Company nor any of its Significant Subsidiaries shall wind
up, liquidate or dissolve its respective affairs or enter into
any transaction or series of related transactions of merger or
consolidation or convey, sell, lease or otherwise dispose of
its property or assets in one transaction or a series of
related transactions in an aggregate amount equal to or greater
than 10% of the total consolidated assets of the Company
(whether now owned or hereafter acquired), except that (i) any
Subsidiary of the Company may merge into the Company; provided
that the Company shall at all times be the continuing
corporation; (ii) any Subsidiary may merge into or consolidate
with another wholly-owned Subsidiary of the Company; (iii) the
Company may merge or consolidate with any Person; provided that
(a) the Company shall at all times be the continuing or
surviving corporation and (b) no Default or Event of Default
shall have occurred and be continuing or shall occur as a
result of such merger or consolidation; and (iv) the Company
may sell Notes Receivable; provided that at no time shall the
purchasers of such Notes Receivable have recourse to the
Company in respect of amounts outstanding on such Notes
Receivable in an amount in excess of $25,000,000 in the
aggregate with respect to U.S. purchasers and $25,000,000 in
the aggregate with respect to non-U.S. purchasers.  Nothing set
forth in this Section 6.2 shall prohibit the Company from
reincorporating itself under the laws of another state (by way
of merger, dissolution or otherwise); provided that no Default
or Event of Default shall have occurred and be continuing or
shall occur as a result of such reincorporation and provided,
further, that such reincorporation would not reasonably be
expected to have a Material Adverse Effect.

          6.3  Domestic Subsidiary Indebtedness.  The Company
shall not permit any of its Domestic Subsidiaries to contract,
create, incur, assume or suffer to exist any Indebtedness
(which shall be determined for the purpose of this Section 6.3
solely in accordance with clauses (i) and (v) of the definition
of the term "Indebtedness"), except:

          (a)  Indebtedness of a Domestic Subsidiary acquired
     as a result of a Permitted Acquisition (or Indebtedness
     assumed at the time of a Permitted Acquisition of an asset
     securing such Indebtedness); provided that (i) such
     Indebtedness was not incurred in connection with, or in
     anticipation or contemplation of, such Permitted
     Acquisition, (ii) at the time of such Permitted
     Acquisition such Indebtedness does not exceed 25% of the
     total then Fair Market Value of the assets of the
     Subsidiary so acquired, or of the asset so acquired, as
     the case may be, (iii) so long as, before and after giving
     effect to such Permitted Acquisition, no Default or Event
     of Default shall have occurred or would result therefrom
     and (iv) such Indebtedness is not recourse to any assets
     of the Company or its Subsidiaries other than the
     Subsidiary and assets so acquired; and
     
          (b)  additional Indebtedness of the Company's
     Domestic Subsidiaries not otherwise permitted hereunder
     not exceeding $25,000,000 in aggregate principal amount at
     any time outstanding; provided such Domestic Subsidiary
     Indebtedness shall not prohibit or restrict such Domestic
     Subsidiary's ability to pay dividends or make any other
     distributions on or in respect of its capital stock to the
     Company.
     
          6.4  Fixed Charge Coverage Ratio.  The Company shall
not permit at any time the ratio of (i) (a) Consolidated EBITDA
of the Company minus (b) Consolidated Capital Expenditures
minus (c) any amounts expended by the Company and its
Consolidated Subsidiaries to redeem or purchase indebtedness
(including current maturities of long-term indebtedness but
excluding in all cases redemptions or repurchases funded from
other sources such as permitted refinancings or the issuance of
Securities) (in the case of each of clauses (b) and (c) only
expenditures actually made and expenses charged against
earnings when determining Consolidated EBITDA during the
applicable four-quarter period shall be included) to (ii) Fixed
Charges of the Company and its Consolidated Subsidiaries to be
less than 1.50 to 1.00.

          6.5  ERISA.  The Company shall not, and shall not
permit any of its ERISA Affiliates to:

         (i)   engage in any transaction in connection with
     which the Company or any of its ERISA Affiliates could be
     reasonably expected to be subject to either a civil
     penalty assessed pursuant to Section 502(i) of ERISA or a
     tax imposed by Section 4975 of the Code in excess of
     $500,000;
     
        (ii)   fail to make full payment when due of all
     amounts which, under the provisions of any Plan or under
     ERISA and the Code, the Company or any of its ERISA
     Affiliates is required to pay as contributions thereto,
     except where the failure to make such payment would not
     give rise to a lien under Section 412 of the Code or
     Section 302 of ERISA; or
     
       (iii)   fail to make any payments to any Multiemployer
     Plan that the Company or any of its ERISA Affiliates is
     required to make under any agreement relating to such
     Multiemployer Plan, or any law pertaining thereto, in
     excess of $500,000.
     
          6.6  Sale or Discount of Notes Receivables.  The
Company shall not and shall not permit any of its Subsidiaries
to sell, with or without recourse, or discount or otherwise
sell for less than the Fair Market Value thereof, Notes
Receivable except in the ordinary course of business in
accordance with past collection practices of the Company and
its Subsidiaries; provided, however, that the Company and its
Subsidiaries shall be permitted to, directly or indirectly,
sell Notes Receivable as contemplated by the Receivables
Purchase Agreement.

          6.7  Amendments or Waivers of Charter or By-laws or
of Certain Documents Relating to Certain Indebtedness.  The
Company shall not make or agree to make any (i) amendment to or
other change to its certificate of incorporation or by-laws or
(ii) amendment to, or waiver of any of its rights under, any of
the Certain Existing Indebtedness, the Receivables Purchase
Agreement or the Sale-leaseback Agreement, in each case,
without obtaining the prior written consent of the Requisite
Lenders to such amendment or waiver if such amendment or other
change would reasonably be expected to (a) have a material
adverse effect on the Lenders or on the Company's ability to
perform any of its obligations under any of the Loan Documents
or (b) materially increase the existing, or add a material
amount of new, financial or other material obligations of the
Company.

          6.8  Sale-leaseback Transactions.  The Company shall
not and shall not permit any of its Subsidiaries to become or
remain liable as a lessee, guarantor or other surety with
respect to any Capital Lease of the Company or any of its
Subsidiaries of any property (whether real or personal or
mixed), whether now owned or hereafter acquired, (a) which the
Company or such Subsidiary, as the case may be, has sold or
transferred after the Effective Date or is to sell or transfer
after the Effective Date to any other Person other than to the
Company or a wholly-owned Subsidiary of the Company, as the
case may be, or (b) which the Company or such Subsidiary, as
the case may be, intends to use for substantially the same
purpose as any other property which after the Effective Date
has been or is to be sold or transferred by the Company or a
wholly-owned Subsidiary of Company, as the case may be, to any
Person in connection with such lease; provided that the Company
and its Subsidiaries may engage in (i) the Sale-leaseback
transactions contemplated by the Sale-leaseback Agreement and
(ii) Sale-leaseback transactions with respect to assets
acquired not more than 270 days prior to the consummation of
such transactions, but only to the extent in the case of clause
(ii) that the proceeds from such Sale-leaseback transactions
(net of taxes and expenses) shall not exceed $25,000,000 in the
aggregate.

          6.9  No Further Negative Pledges.  Except (a) with
respect to specific property encumbered to secure payment of
particular Indebtedness and (b) as otherwise provided in
Section 6.1, the Company shall not and shall not permit any of
its Subsidiaries to enter into or assume any agreement
prohibiting the creation or assumption of any Lien upon its
respective properties or assets, whether now owned or hereafter
acquired.

          6.10  Refinancing Indebtedness.  The Company shall
not and shall not permit any of its Subsidiaries to, directly
or indirectly, declare, order, pay or make, or set apart any
sum for any Restricted Payments with respect to Certain
Existing Indebtedness out of the proceeds of any Indebtedness
("Refinancing Indebtedness") unless such Refinancing
Indebtedness:  (i) has a Stated Maturity not less than the
Stated Maturity of the Certain Existing Indebtedness to be
refinanced, (ii) has an Average Life not less than the Average
Life of the Certain Existing Indebtedness to be refinanced,
(iii) has an aggregate principal amount not less than the
aggregate principal amount of the Certain Existing Indebtedness
to be refinanced and (iv) contains terms no more materially
adverse to the Company than the terms of the certain Existing
Indebtedness to be refinanced.

          6.11  Investments.  The Company shall not, and shall
not permit any of its Subsidiaries to, directly or indirectly,
make any Investment in any Person except:

         (i)   the Company and its Subsidiaries may make
     Investments in cash and Cash Equivalents; provided that
     any such Investments, including in cash, other than
     Investments denominated in Dollars, shall only be made to
     the extent necessary to fund the local operations of the
     Foreign Subsidiaries;
     
        (ii)   Investments in existence on the Effective Date
     which to the extent exceeding $250,000 on such date are
     described in Schedule 6.11 annexed hereto;
     
       (iii)   the Company may make Investments in any Person
     that is a wholly-owned Subsidiary and any of the Company's
     Subsidiaries may make Investments in the Company or any
     other Subsidiary of the Company;
     
        (iv)   the Company may make Investments made by or in
     respect of any employee benefit plan or any other employee
     benefits (including, without limitation, life insurance)
     granted in the ordinary course of business;
     
         (v)   the Company and its wholly-owned Subsidiaries
     may make Permitted Acquisitions;
     
        (vi)   the Company may purchase shares of its
     outstanding common stock through open market purchases or
     otherwise; and
     
       (vii)   the Company and its Subsidiaries may make other
     Investments in an amount not to exceed $25,000,000
     outstanding at any one time.
     
          6.12  Sale, Transfer, etc. of Assets.  The Company
shall not and shall not permit any of its Domestic Subsidiaries
to sell, convey, transfer or otherwise dispose of any material
assets to any Foreign Subsidiary of the Company except in the
ordinary course of business in accordance with past business
practices of the Company and its Subsidiaries or as otherwise
provided under this Agreement.

          SECTION 7.  EVENTS OF DEFAULT.
                      
          If any of the following conditions or events ("Events
of Default") shall occur and be continuing:

          7.1  Failure To Make Payments When Due.  (i) Failure
to pay any installment of principal of any Revolving Loan when
due, whether at stated maturity, by acceleration, by notice of
prepayment or otherwise; or failure to reimburse an Issuing
Lender for any drawing under any Letter of Credit pursuant to
Section 2.14 or (ii) failure to pay within five (5) days after
the due date any interest on any Revolving Loan or interest on
any reimbursement obligation with respect to any Letter of
Credit or any Fees or other amounts owing under this Agreement
or any of the other Loan Documents; or

          7.2  Breach of Certain Covenants.  Failure to observe
or perform any covenant or condition required to be kept or
performed by the Company pursuant to (i) Sections 5.4, 5.5,
5.6, 5.11 or 6 herein or (ii) Section 10 and such failure
continues for a period of five Business Days after receipt of
notice by the Company from the Agent, of such failure; or

          7.3  Breach of Warranty.  Any representation or
warranty made herein, in any other Loan Document (as defined
herein and in the Existing Credit Agreement) or any writing
delivered pursuant hereto or thereto or in connection herewith
or therewith shall prove to have been incorrect in any material
respect when made; or

          7.4  Default in Other Agreements.  An event of
default shall occur under the provisions of any instrument
evidencing outstanding indebtedness for borrowed money in a
principal amount in excess of $5,000,000, either direct or
indirect, of the Company or any of its Subsidiaries the holder
or holders of which are Persons other than the Company or any
of its Subsidiaries, but only in such cases where the effect of
such event of default is to permit the holder or holders of
such instrument, or a trustee or agent on behalf of such holder
or holders, to cause the outstanding indebtedness evidenced by
such instrument to become due prior to its stated maturity; or
any obligation of the Company or any Subsidiary for the payment
of such indebtedness shall become or be declared to be due and
payable prior to its stated maturity, or shall not be paid when
due; or

          7.5  Judgments.  A judgment or judgments for the
payment of money in excess of the sum of $5,000,000 in the
aggregate shall be entered against the Company or any of its
Subsidiaries, and such judgment or judgments shall remain
unsatisfied or unstayed for a period of 30 days; or

          7.6  Other Defaults Under Agreement or Loan
Documents.  The Company or the German Borrower shall default in
any material respect in the performance of or compliance with
any term contained in this Agreement or the other Loan
Documents other than those referred to above in Section 7.1 or
7.2 and such default shall not have been remedied or waived
within 30 days of such default; or

          7.7  Bankruptcy; Appointment of Receiver,
Dissolution, etc.  The Company or any of its Significant
Subsidiaries shall commence a voluntary case concerning itself
under the Bankruptcy Code; or an involuntary case is commenced
against the Company or any of its Significant Subsidiaries, and
the petition is not controverted within 10 days, or is not
dismissed within 60 days, after commencement of the case; or a
custodian (as defined in the Bankruptcy Code) is appointed for,
or takes charge of, all or substantially all of the property of
the Company or any of its Significant Subsidiaries; or the
Company or any of its Significant Subsidiaries commences any
other proceeding under any reorganization, arrangement,
adjustment of debt, relief of debtors, dissolution, insolvency
or liquidation or similar law of any jurisdiction whether now
or hereafter in effect relating to the Company or any of its
Significant Subsidiaries; or there is commenced against the
Company or any of its Significant Subsidiaries any such
proceeding which remains undismissed for a period of 60 days;
or the Company or any of its Significant Subsidiaries is
adjudicated insolvent or bankrupt; or any order of relief or
other order approving any such case or proceeding is entered;
or the Company or any of its Significant Subsidiaries suffers
any appointment of any custodian or the like for it or any
substantial part of its property to continue undischarged or
unstayed for a period of 60 days; or the Company or any of its
Subsidiaries makes a general assignment for the benefit of
creditors; or any corporate action is taken by the Company or
any of its Subsidiaries for the purpose of effecting any of the
foregoing; or

          7.8  Unfunded ERISA Liabilities.  Any Plan shall fail
to maintain the minimum funding standard required for any plan
year or part thereof or a waiver of such standard or extension
of any amortization period is sought or granted under
Section 412 of the Code; any Plan having an Unfunded Current
Liability in excess of $5,000,000 is, shall have been or is
reasonably likely to be terminated or the subject of
termination proceedings under ERISA; or the Company or any
ERISA Affiliate has incurred or is likely to incur a liability
to or on account of a Plan or a Multiemployer Plan under
Section 515, 4062, 4063, 4064, 4069, 4201 or 4204 of ERISA, and
there shall result from any such event or events the imposition
of a Lien upon the assets of the Company or any ERISA
Affiliate, the granting of a security interest by the Company
or an ERISA Affiliate, or a liability or a material risk of
incurring a liability to the PBGC or the Internal Revenue
Service or a Plan or a penalty under Section 4971 of the Code,
which liability, in the opinion of the Requisite Lenders, will
have a Material Adverse Effect; or

          7.9  Change in Control.  Any person or group of
persons (within the meaning of Section 13 or 14 of the
Securities Exchange Act of 1934, as amended) (but excluding any
Excluded Person (as defined in the next sentence)) shall have
acquired beneficial ownership (within the meaning of Rule 13d-3
promulgated by the Securities Exchange Commission under such
Act) of issued and outstanding shares of capital stock of the
Company entitled (without regard to the occurrence of any
contingency) to vote for the election of members of the board
of directors of the Company having a then present right to
exercise 20% or more of the voting power for the election of
members of the board of directors of the Company attached to
all such outstanding shares of capital stock of the Company.
For purposes of this Section, "Excluded Persons" shall mean
(i) any employee stock ownership plan or other employee benefit
plan and (ii) each officer and director of the Company as of
the date of this Agreement and members of the extended families
of such officers and directors;

          THEN (i) upon the occurrence of any Event of Default
described in the foregoing subsection 7.7, each of (x) the
unpaid principal amount of and accrued interest on the
Revolving Loans and (y) an amount equal to the maximum amount
which may at any time be drawn under all Letters of Credit then
outstanding (whether or not any beneficiary under any Letter of
Credit shall have presented, or shall be entitled at such time
to present, the drafts of other documents required to draw
under such Letter of Credit) shall automatically become
immediately due and payable, without presentment, demand,
protest or other requirements of any kind, all of which are
hereby expressly waived by the Company and the German Borrower,
and the obligation of each Lender to make any Revolving Loan
and the obligation of any Issuing Lender to issue any Letter of
Credit hereunder shall thereupon terminate, and (ii) upon the
occurrence of any other Event of Default, the Requisite Lenders
may, by written notice to the Company and the German Borrower,
declare all of the Revolving Loans and an amount equal to the
amounts described in clauses (x) and (y) above to be, and the
same shall forthwith become, due and payable, together with
accrued interest thereon, and the obligation of each Lender to
make any Revolving Loan and the obligation of any Issuing
Lender to issue any Letter of Credit hereunder shall thereupon
terminate; provided that the foregoing shall not affect in any
way the obligations of the Lenders to purchase from the Issuing
Lenders participations in the unreimbursed amount of any
drawings under any Letters of Credit as provided in Section
2.14(e).  So long as any Letter of Credit shall remain
outstanding, any amounts described in clause (y) above with
respect to any such Letter of Credit, when received by the
Agent, shall be held by the Agent as cash collateral for the
obligation of the Company to reimburse the respective Issuing
Lender in the event of any drawing under such Letter of Credit,
and upon any drawing under any outstanding Letter of Credit in
respect of which the Agent holds any amounts described in
clause (y) above, the Agent shall apply such amounts held by
the Agent to reimburse the Issuing Lender for the amount of
such drawing.  In the event any Letter of Credit in respect of
which the Agent holds any amounts described in clause (y) above
is cancelled or expires or in the event of any reduction in the
maximum amount available at any time for drawing under such
Letter of Credit ("Maximum Available Amount"), the Agent shall
apply the amount then so held designated to reimburse the
Issuing Lender for any drawings under such Letter of Credit
less the Maximum Available Amount immediately after such
cancellation, expiration or reduction, if any, first to the
cash collateralization of any outstanding Letter of Credit in
respect of which the Company has failed to pay all or a portion
of the amounts described in clause (y) above, as the case may
be, second, to the payment in full of the outstanding
Obligations, and third, to the extent of any excess, to the
Company.  Nevertheless, if at any time within 60 days after
acceleration of the maturity of any Revolving Loan the Company
or the German Borrower shall pay all arrears of interest and
all payments on account of the principal which shall have
become due otherwise than by acceleration (with interest on
principal and, to the extent permitted by law, on overdue
interest, at the rates specified in this Agreement or the
Notes) and all Events of Default and Defaults (other than non-
payment of principal of and accrued interest on the Revolving
Loans and the Notes, and payments of amounts referred to in
clause (y) above, in each  case due and payable solely by
virtue of acceleration) shall be remedied or waived pursuant to
Section 11.2, then the Requisite Lenders by written notice to
the Company and the German Borrower may rescind and annul the
acceleration and its consequences; and the Agent shall return
to the Company any amounts held by the Agent as cash collateral
in respect of amounts described in clause (y) above; but such
action shall not affect any subsequent Event of Default or
Default or impair any right consequent thereon.

          SECTION 8.  REPRESENTATIONS, WARRANTIES AND
                      AGREEMENTS.
                      
          In order to induce the Lenders to enter into this
Agreement and to make the Revolving Loans and to issue the
Letters of Credit provided for herein, the Company makes the
following representations and warranties to, and covenants
with, the Lenders as of the Effective Date, all of which shall
survive the execution and delivery of this Agreement, the
making of the Revolving Loans and the issuance of Letters of
Credit:

          8.1  Financial Information; Undisclosed Liabilities.
The Company has furnished to each Lender (i) a copy of its
Annual Report on Form 10-K for the fiscal year ended December
27, 1997 and a copy of its Quarterly Report on Form 10-Q for
the quarterly periods ended March 31, 1998, June 30, 1998 and
September 30, 1998 and (ii) its audited consolidated balance
sheet as at December 27, 1997 and its unaudited consolidated
balance sheet as at September 30, 1998, and the related
consolidated statement of earnings and statement of cash flows
of the Company and its Consolidated Subsidiaries, if any, for
the fiscal year or nine months period, as the case may be, then
ended, accompanied in the case of the audited consolidated
balance sheet as at December 27, 1997 by the report on
examination thereof by its independent auditors; said
statements fairly present the consolidated financial condition
of the Company and its Consolidated Subsidiaries and the
results of their operations for the respective periods then
ended.

          8.2  Adverse Changes.  Except as set forth in the
documents furnished pursuant to Section 8.1 herein, the net
changes in circumstances affecting the Company and/or the
German Borrower have not resulted in a cumulative effect since
December 27, 1997 that would reasonably be expected to result
in a Material Adverse Effect.

          8.3  Litigation.  There is no action, suit,
proceeding, litigation or governmental investigation pending
or, to the knowledge of the Company, threatened against or
affecting the Company or any of its Subsidiaries which, in the
reasonable opinion of the Company, is expected to have a
Material Adverse Effect.

          8.4  Authorization, etc.

          (a)  Authorization.  The execution, delivery and
performance of this Agreement, the issuance, delivery and
payment of the Notes, the issuance of the Letters of Credit,
and the other transactions contemplated hereby or thereby or
related hereto or thereto have each been duly authorized by all
necessary corporate action by the Company and the German
Borrower, as the case may be.

          (b)  No Conflict.  The execution, delivery and
performance by the Company and the German Borrower of this
Agreement, the issuance, delivery and performance of the Notes
by the Company and the German Borrower, the issuance of the
Letters of Credit, and the other transactions contemplated
hereby or thereby or related hereto or thereto do not and will
not (i) violate (x) any provision of law applicable to the
Company or the German Borrower, or (y) any order, judgment or
decree of any court or other agency of government binding, or
purporting to be binding, on the Company or the German Borrower
or being applicable to, or purporting to be applicable to, any
of its assets, (ii) conflict with, result in a breach of or
constitute (with due notice or lapse of time or both) a default
under any Contractual Obligation of either the Company or the
German Borrower, (iii) result in or require the creation or
imposition of any Lien upon any of their respective properties
or assets, or (iv) require any approval of stockholders or any
approval or consent of any Person under any Contractual
Obligation of either the Company or the German Borrower, except
for (x) such approvals or consents that the absence of which,
singly or in the aggregate, would not have a Material Adverse
Effect or (y) such violations (other than any violation of the
Certificate of Incorporation or By-laws of the Company),
conflicts, breaches, Liens and defaults that would not have,
singly or in the aggregate, a Material Adverse Effect.

          (c)  Government Consents.  The execution, delivery
and performance by the Company and the German Borrower of this
Agreement, the application of the proceeds of the Loans, the
issuance, delivery and performance by the Company and the
German Borrower of the Notes, the issuance of the Letters of
Credit and the other transactions contemplated hereby or
thereby or related hereto or thereto do not and will not
require any registration with, consent or approval of, any
Governmental Authority.

          (d)  Binding Obligation.  This Agreement is, and the
Notes, when executed and delivered by the Company and the
German Borrower will be, the legally valid and binding
obligations of each of them, as the case may be, enforceable
against each of them, as the case may be, in accordance with
their respective terms, except as enforcement may be limited by
bankruptcy, insolvency, reorganization, moratorium or similar
laws relating to or limiting creditors' rights generally or by
equitable principles relating to enforceability.

          8.5  Corporate Status.  The Company and its
Subsidiaries and the German Borrower are each a duly organized
and validly existing corporation in good standing under the
laws of the jurisdiction where they are incorporated and are
licensed or qualified as a foreign corporation and in good
standing in all jurisdictions where the nature of its business
or the ownership or leasing of property makes such licensing or
qualification necessary, except where the absence of any such
license, qualification or good standing does not result in a
Material Adverse Effect.

          8.6  Title; Insurance.  (a)  The Company and its
Subsidiaries (including the German Borrower) have good title to
their respective properties, subject only to the Liens
permitted by Section 6.1 hereof.

          (b)  Schedule 8.6(b) hereto sets forth in reasonable
detail the insurance program of the Company as of the Effective
Date, including limit, terms, conditions and deductibles and
types of insurance carried by the Company.  All insurance
policies are outstanding and in force, and all premiums due
with respect to such policies have been paid.

          8.7  Taxes, etc.  All material taxes, assessments,
fees and other governmental charges (other than those presently
payable without penalty or interest) upon the Company and any
of its Subsidiaries (including the German Borrower) or upon any
property of any thereof, which are due and payable, have been
paid.  Except as set forth in Schedule 8.3 hereto, no material
claims are being asserted in writing (in a Form 5701, 30 day
letter or other official written communications by the relevant
governmental entity) with respect to any past due taxes,
assessments, fees or other governmental charges against the
Company or any of its Subsidiaries (including the German
Borrower) (other than any such claims which are being contested
in good faith and for which an adequate reserve, in the
reasonable judgment of the Company, has been established on the
books of the Company and its Consolidated Subsidiaries).

          8.8  ERISA.  Each Plan is in substantial compliance
with ERISA and the Code; no Multiemployer Plan is insolvent
(within the meaning of Section 4245 of ERISA) or in
reorganization (under the meaning of Section 4241 of ERISA);
the present value of the accrued benefits under each Plan did
not as of the date of the most recently completed annual
actuarial valuation applicable thereto, exceed by more than
$500,000 the fair market value of the assets of such Plan,
determined in accordance with Section 412 of the Code; no Plan
has an accumulated or waived funding deficiency or permitted
decreases in its funding standard account within the meaning of
Section 412 of the Code; neither the Company nor any ERISA
Affiliate has incurred any material liability to or on account
of a Plan or a Multiemployer Plan pursuant to Section 515,
4062, 4063, 4064, 4069, 4201 or 4204 of ERISA or expects to
incur any material liability under any of the foregoing
Sections on account of the termination of participation in or
contributions to any such Plan or Multiemployer Plan; no
proceedings have been instituted to terminate any Plan under
Section 4041(c) or Section 4042 of ERISA; no condition exists
that presents a material risk to the Company or any ERISA
Affiliate of incurring a liability to or on account of a Plan
or Multiemployer Plan pursuant to the foregoing provisions of
ERISA and the Code; no lien imposed under the Code or ERISA on
the assets of the Company or any ERISA Affiliate exists or is
likely to arise on account of any Plan; and the Company and its
ERISA Affiliates may terminate contributions to any other
employee benefit plans maintained by them without incurring any
material liability to any person interested therein, other than
liability for benefits then due and payable.

          8.9  Margin Regulations.  The proceeds of the
Revolving Loans made to the Company and the German Borrower may
be  used for general corporate purposes, which may include the
purchasing or carrying of Margin Stock (provided that the
Company and the German Borrower give each of the Lenders prior
written or telephonic notice confirmed in writing of such
intended use); and no part of the proceeds of any such
Revolving Loans to the Company and the German Borrower will be
used to purchase or carry any Margin Stock in violation of
Regulation G, T, U or X of the Board of Governors of the
Federal Reserve System.  Neither the Company nor the German
Borrower is engaged, principally or as one of its important
activities, in the business of extending credit for the purpose
of purchasing or carrying any Margin Stock (within the meaning
of Regulation U of said Board of Governors).  As of the date of
this Agreement, after utilizing the full amount of the Total
Revolving Loan Commitment to purchase Margin Stock on such
date, no more than 25% of the value of the assets of the
Company and its Subsidiaries that are subject to the provisions
of Section 6.1 or Section 6.9 or the German Borrower and its
Subsidiaries that are so subject would constitute Margin Stock.

          8.10  Disclosure.  The representations, warranties
and disclosures contained in this Agreement, or any other
document, certificate or written statement furnished to the
Lenders by or on behalf of any such Person for use in
connection with the transactions contemplated by this Agreement
and in the Company's filings made under the Securities Exchange
Act of 1934, as amended, taken as a whole and to the extent not
updated or superseded in later documents, certificates or
written statements furnished to the Lenders or in later filings
under the Securities Exchange Act of 1934, as amended, do not
contain any untrue statement of a material fact or omit to
state a material fact necessary in order to make the statements
contained herein or therein not misleading at such time and in
light of the circumstances under which such information was
furnished.

          8.11  Patents, Trademarks, etc.  The Company and its
Significant Subsidiaries own, or are licensed or permitted to
use, all patents, trademarks, trade names, copyrights,
licenses, technology, know-how, processes, service marks and
rights with respect to any of the foregoing used in and
necessary or material to the conduct of their respective
businesses as currently conducted.  To the best of the
Company's knowledge, the use of such patents, trademarks, trade
names, copyrights, licenses, technology, know-how, processes
and rights by the Company and its Significant Subsidiaries does
not infringe on the rights of any Person, except for such
infringement which would not reasonably be expected to result
in a Material Adverse Effect.  The rights of the Company and
each of its Significant Subsidiaries to so sell, franchise or
license under such patents, trademarks, trade names,
copyrights, technology, know-how and processes owned by them
and then being used may be transferred in connection with any
sale of assets and goodwill or stock of the related business by
the Company or such Subsidiaries.

          8.12  Environmental Matters.  (a)  The Company and
each of its Significant Subsidiaries have obtained all permits,
licenses and other authorizations relating to or used in
connection with the ownership and operation of its respective
business and its respective real properties that are required
under the Environmental Laws and are in compliance with all
terms and conditions of such required permits, licenses and
authorizations, except where failure to so obtain or to so
comply would not reasonably be expected to result in a Material
Adverse Effect.

          (b)  The Company and, to the knowledge of the
Company, each of its Significant Subsidiaries are in compliance
with all Environmental Laws, including, without limitation, all
limitations, restrictions, conditions, standards, prohibitions,
requirements, obligations, schedules and timetables contained
in the Environmental Laws except where non-compliance would not
reasonably be expected to result in a Material Adverse Effect.

          (c)  There is no civil, criminal or administrative
action, suit, demand, claim, hearing, notice of violation or
deficiency, investigation, proceeding, notice or demand letter
pending or, to the knowledge of the Company, threatened against
the Company or any of its Significant Subsidiaries under the
Environmental Laws which could reasonably be expected to result
in a fine, penalty or other cost or expense in excess of
$5,000,000.

          (d)  To the Company's knowledge, there are no past or
present events, conditions, circumstances, activities,
practices, incidents, actions or plans which may interfere with
or prevent compliance in all material respects by the Company
or any of its Significant Subsidiaries with the Environmental
Laws, or which may give rise to any common law or legal
liability, including, without limitation, liability under
CERCLA, or similar state, local or foreign laws, or otherwise
form the basis of any claim, action, demand, suit, proceeding,
hearing or notice of violation, study or investigation, based
on or related to the manufacture, processing, distribution,
use,  treatment, storage, disposal, transport or handling, or
the emission, discharge, release or threatened release into the
environment, of any Hazardous Material which could reasonably
be expected to result in a fine, penalty or other cost or
expense in excess of $5,000,000.

          (e)  To the Company's knowledge, there is no real
property ever owned, operated, used or controlled by the
Company or any of its Significant Subsidiaries listed or
proposed for listing on the National Priorities List or the
Comprehensive Environmental Response, Compensation, and
Liability Information System, both promulgated under CERCLA, or
on any comparable state or local list, and neither the Company
nor any of its Significant Subsidiaries has received any
notification of potential or actual liability or request for
information under CERCLA or any comparable state or local law
which could reasonably be expected to result in a fine, penalty
or other cost or expense in excess of $5,000,000.

          (f)  Except in compliance with the Environmental
Laws, (i) no real property ever owned, operated, used or
controlled by the Company or any of its Significant
Subsidiaries has been used for the handling, processing,
generation, treatment, storage or disposal of any Hazardous
Materials, and no underground storage tank or other underground
storage receptacle, or related piping, is located on such
properties; (ii) there have been no releases (i.e., any past or
present releasing, spilling, leaking, pumping, pouring,
emitting, emptying, discharging, injecting, escaping, leaching,
disposing or dumping) of Hazardous Materials by the Company or
any of its Significant Subsidiaries or any of their respective
predecessors in interest at, on, under, from or into any of the
real property owned, operated or controlled by them; and
(iii) there are no polychlorinated biphenyls or asbestos
located in, at, on or under any facility or real property
owned, operated or controlled by the Company or any of its
Significant Subsidiaries, in any case set forth in clauses (i)-
(iii) above, in such amounts, conditions or concentrations that
could reasonably be expected to require removal or remedial or
corrective action, or to result in liability under the
Environmental Laws in excess of $5,000,000.

          8.13.  Year 2000.  Any reprogramming and/or
replacement of equipment required to permit the proper
functioning, in and following the year 2000, of (i) all
Information Systems and Equipment and (ii) equipment containing
embedded microchips (including systems and equipment supplied
by others or, to the extent practicable and commercially
reasonable, with which the systems of the Company and its
Subsidiaries interface) and the testing of all such systems and
equipment, as so reprogrammed, will be substantially completed
by September 30, 1999, except where failure to do so could not
reasonably be expected to result in a Material Adverse Effect.
The cost to the Company and its Subsidiaries (including
reprogramming errors and the failure of others' systems or
equipment) will not result in Default or a Material Adverse
Effect.  Except for such of the reprogramming and/or
replacement of equipment referred to in the two preceding
sentences as may be necessary, all Information Systems and
Equipment are and, with ordinary course upgrading and
maintenance, will continue for the term of this Agreement to
be, sufficient to permit the company to conduct its business
without a Material Adverse Effect.

          SECTION 9.  AGENT.
                      
          9.1  Appointment.  The Lenders hereby appoint BTCo as
Agent hereunder and under the Loan Documents and each Lender
hereby authorizes the Agent to act as herein or therein
specified, and each Lender hereby irrevocably authorizes, and
each  holder of any Note by the acceptance of such Note shall
be deemed irrevocably to authorize, the Agent to take such
action on its behalf under the provisions of this Agreement,
the Notes, and any other instruments, documents and agreements
referred to herein or therein and to exercise such powers
hereunder and thereunder as are specifically delegated to the
Agent by the terms hereof and thereof and such other powers as
are reasonably incidental thereto.  The Agent may perform any
of its duties hereunder, or under the Loan Documents, by or
through its agents or employees.

          9.2  Nature of Duties.  The Agent shall not have any
duties or responsibilities except those expressly set forth in
this Agreement.  The duties of the Agent shall be mechanical
and administrative in nature.  The Agent shall not have by
reason of this Agreement a fiduciary relationship in respect of
any Lender.  Nothing in this Agreement or any of the Loan
Documents, expressed or implied, is intended to or shall be so
construed as to impose upon the Agent any obligations in
respect of this Agreement or any of the Loan Documents except
as expressly set forth herein or therein.  Each Lender shall
make its own independent investigation of the financial
condition and affairs of the Company and its Subsidiaries as
well as that of the German Borrower in connection with the
making and the continuance of the Revolving Loans hereunder and
shall make its own appraisal of the creditworthiness of the
Company and its Subsidiaries as well as that of the German
Borrower; and the Agent shall have no duty or responsibility,
either initially or on a continuing basis, to provide any
Lender with any credit or other information with respect
thereto, whether coming into its possession before the making
of the Revolving Loans or at any time or times thereafter.

          9.3  Rights, Exculpation, etc.  The Agent and any of
the officers, directors, employees or agents of the Agent shall
not be liable to any Lender for any action taken or omitted by
them hereunder or under any of the Loan Documents, or in
connection herewith or therewith, unless caused by its gross
negligence or willful misconduct.  The Agent shall not be
responsible to any Lender for any recitals, statements,
representations or warranties herein or for the execution,
effectiveness, genuineness, validity, enforceability,
collectibility, or sufficiency of this Agreement or any of the
other Loan Documents or the financial condition of the Company
and its Subsidiaries or of the German Borrower.  The Agent
shall not be required to make any inquiry concerning either the
performance or observance of any of the terms, provisions or
conditions of this  Agreement or any of the other Loan
Documents or the financial condition of the Company or any of
its Subsidiaries or of the German Borrower, or the existence or
possible existence of any Default or Event of Default.  The
Agent may at any time request instructions from the Lenders
with respect to any actions or approvals which by the terms of
this Agreement or any of the other Loan Documents the Agent is
permitted or required to take or to grant, and if such
instructions are requested, the Agent shall be absolutely
entitled to refrain from taking any action or to withhold any
approval and shall not be under any liability whatsoever to any
Person for refraining from any action or withholding any
approval under this Agreement or any of the other Loan
Documents until it shall have received such instructions from
the Requisite Lenders.  Without limiting the foregoing, no
Lender shall have any right of action whatsoever against the
Agent as a result of the Agent acting or refraining from acting
hereunder or under any of the other Loan Documents in
accordance with the instructions of the Requisite Lenders.

          9.4  Reliance.  The Agent shall be entitled to rely
upon any written notice, statement, certificate, order or other
document or any telephone message believed by it to be genuine
and correct and to have been signed, sent or made by the proper
Person, and, with respect to all legal matters pertaining to
this Agreement or any of the other Loan Documents and its
duties hereunder or thereunder, upon advice of counsel selected
by it.

          9.5  Indemnification.  To the extent that the Agent
is not reimbursed and indemnified by the Company or the German
Borrower, the Lenders will reimburse and indemnify the Agent
for and against any and all liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses
or disbursements of any kind or nature whatsoever that may be
imposed on, incurred by, or asserted against the Agent, acting
pursuant hereto, in any way relating to or arising out of this
Agreement or any of the other Loan Documents or any action
taken or omitted by the Agent under this Agreement or any of
the other Loan Documents, in proportion to their respective
Commitments hereunder; provided, however, that no Lender shall
be liable for any portion of such liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements resulting from the gross negligence
or willful misconduct of the Agent.  The obligations of the
Lenders under this Section 9.5 shall survive the payment in
full of the Notes and the termination of this Agreement and any
other Loan Document.

          9.6  The Agent, Individually.  With respect to its
Commitment hereunder, the Revolving Loans made by it and any
Notes issued to or held by it, the Agent shall have and may
exercise the same rights and powers hereunder and is subject to
the same obligations and liabilities as and to the extent set
forth herein for any other Lender or holder of a Note.  The
terms "Lenders", "Requisite Lenders" or "holders of Notes" or
any similar terms shall, unless the context clearly otherwise
indicates, include the Agent in its individual capacity as a
Lender, one of the Requisite Lenders or a noteholder.  The
Agent may accept deposits from, lend money to, and generally
engage in any kind of banking, trust or other business with the
Company or the German Borrower or any of their Subsidiaries as
if they were not acting pursuant hereto.

          9.7  Holders of Notes.  The Agent may deem and treat
the named payee (or any subsequent holder, transferee, assignee
or payee of which the Agent has received written notice) of any
Note as the owner thereof for all purposes hereof unless and
until a written notice of the assignment or transfer thereof
shall have been received by the Agent.  Any request, authority
or consent of any Person, who at the time of making such
request or of giving such authority or consent is the named
payee (or any subsequent holder, transferee, assignee or payee
of which such Agent has received written notice) of any Note,
shall be conclusive and binding on any subsequent holder,
transferee, assignee or payee of such Note or of any Note or
Notes issued in exchange therefor.

          9.8  Resignation by the Agent.  The Agent may resign
from the performance of all of its functions and duties
hereunder at any time by giving 15 Business Days' prior written
notice to the Company and the Lenders.  Such resignation shall
take effect upon the expiration of such 15 Business Day period
or upon the earlier appointment of a successor.  Upon any such
resignation, the Requisite Lenders shall appoint a successor
Agent who shall be satisfactory to the Company and shall be an
incorporated bank or trust company.  In the event no such
successor shall have been so appointed, then any notification,
demand or other communication required or permitted to be given
by the Agent on behalf of the Lenders to the Company hereunder
shall be sufficiently given if given by the Requisite Lenders,
and any notification, demand, other communication, document,
statement or other paper or payment required to be made, given
or furnished by the Company to the Agent for distribution to
the Lenders shall be sufficiently made, given or furnished if
made, given or furnished by the Company directly to each Lender
entitled thereto and, in the case of payments, in the amount to
which each such Lender is entitled.  All powers specifically
delegated to the Agent by the terms hereof may be exercised by
the Requisite Lenders.

          9.9  Removal.  The Agent may be removed from the
performance of all its functions and duties hereunder at any
time with or without cause by an instrument delivered in
writing to the Company and signed by the Requisite Lenders.
Upon any such removal, the Requisite Lenders shall appoint a
successor Agent who shall be satisfactory to the Company and
shall be an incorporated bank or trust company.  In the event
no such successor shall have been so appointed, then any
notification, demand or other communication required or
permitted to be given by the Agent on behalf of the Lenders to
the Company hereunder shall be sufficiently given if given by
the Requisite Lenders, and any notification, demand, other
communication, document, statement or other paper or payment
required to be made, given or furnished by the Company to the
Agent for distribution to the Lenders shall be sufficiently
made, given or furnished if made, given or furnished by the
Company directly to each Lender entitled thereto and, in the
case of payments, in the amount to which each such Lender is
entitled.  All powers specifically delegated to the Agent by
the terms hereof may be exercised by the Requisite Lenders.

          SECTION 10.  CONDITIONS PRECEDENT.
                      
          10.1  Conditions to Effectiveness.  The effectiveness
of this Agreement is subject to the prior or concurrent
satisfaction of the following conditions by the Company and the
German Borrower, as the case may be:

          (a)  Closing Documents.  The Company and the German
     Borrower shall have delivered to the Lenders (or to the
     Agent for the Lenders with sufficient originally executed
     copies, where appropriate, for each Lender and its
     counsel) the following (each, unless otherwise noted,
     dated the Closing Date):
     
               1.  Board Resolutions.  Resolutions of the
          Company's Board of Directors in form and substance
          satisfactory to the Agent approving and authorizing
          the execution, delivery and performance by it of the
          Loan Documents and any other documents, instruments
          and certificates as are contemplated hereby and
          thereby, certified as of the Closing Date by an
          appropriate respective corporate officer as being
          true and complete and in full force and effect
          without modification or amendment.
          
               2.  Signature and Incumbency Certificates.
          (i) Signature and incumbency certificates of the
          officers of the Company and (ii) a signature
          certificate of the persons authorized by the German
          Borrower to execute any of the Loan Documents.
          
               3.  By-Laws.  Copies of the By-laws of the
          Company.
          
               4.  German Corporate Documents.  A recently
          issued certified copy of the German Borrower's entry
          in the commercial register of Emmendingen Lower
          District Court.
          
               5.  Opinions.  Originally executed copies of one
          or more written opinions of (i) Cravath, Swaine &
          Moore, counsel for the Company, in the form of
          Exhibit C-1 hereto and, (ii) Wayne F. Taylor, general
          counsel for the Company, in the form of Exhibit C-2
          hereto, and (iii) from Hengeler Mueller Weitzel
          Wirtz, special German counsel to the German Borrower,
          in the form of Exhibit C-3 hereto, each of which
          opinions shall be dated as of the Closing Date, and
          shall cover such other matters and include such
          changes as shall be reasonably requested or approved
          by the Agent.
          
               6.  Opinion.  Originally executed copies of the
          favorably written opinion of Cahill Gordon & Reindel,
          special counsel to the Agent and Lenders,
          substantially in the form of Exhibit D.
          
               7.  Officers' Certificate.  Originally executed
          Officers' Certificate of the Company in the form of
          Exhibit E hereto stating that all conditions set
          forth in Sections 4.1(b)(i), 4.1(b)(ii) and
          4.1(b)(iii), have been satisfied, in each case,
          without taking into account whether any circumstance
          or event which must be satisfactory to any Person
          (other than the Company) is in fact satisfactory to
          such Person.
          
               8.  Guarantee.  On the Closing Date the Company
          shall have duly authorized, executed and delivered a
          guarantee agreement, dated as of the Effective Date,
          pursuant to which the Company guarantees the
          obligations of the German Borrower owing to the
          Lenders, in substantially the form of Exhibit F
          hereto (as modified, supplemented or amended from
          time to time, the "Company Guarantee") in accordance
          with the terms hereof and thereof.
          
          (b)  Corporate Proceedings.  All corporate and other
     proceedings taken or to be taken by the Company and the
     German Borrower in connection with the transactions
     contemplated by each of the Loan Documents on or prior to
     the Effective Date and all documents incidental thereto
     not previously found acceptable by the Requisite Lenders
     shall be reasonably satisfactory in form and substance to
     such Lenders, and such Lenders shall have received from
     the Company and the German Borrower all such counterpart
     originals or certified copies of such documents as such
     Lenders may reasonably request.
     
          SECTION 11.  MISCELLANEOUS.
                      
          11.1  Exercise of Rights.  Neither the failure nor
delay on the part of any of the Lenders or any holder of a Note
to exercise any right, power or privilege under this Agreement
shall operate as a waiver thereof, nor shall any single or
partial exercise of any right, power or privilege under this
Agreement preclude any other or further exercise thereof, or
the exercise of any other right, power or privilege.  The
rights and remedies herein expressly provided are cumulative
and not exclusive of any rights or remedies which the Lenders
and the holders of the Notes would otherwise have.  No notice
to or demand on the Company or the German Borrower in any case
shall entitle either the Company or the German Borrower to any
other or further notice or demand in similar or other
circumstances or constitute a waiver of the right of the
Lenders and the holders of the Notes to any other or further
action in any circumstances without notice or demand.

          11.2  Amendment and Waiver, etc.  (a)  Neither this
Agreement nor any other Loan Document nor any terms hereof or
thereof may be changed, waived, discharged or terminated unless
such change, waiver, discharge or termination is in writing
signed by the respective Borrowers party thereto and the
Requisite Lenders; provided that no such change, waiver,
discharge or termination shall, without the consent of each
Lender (other than a Defaulting Lender), (i) extend the final
scheduled maturity of any Loan or Note or extend the stated
expiration date of any Letter of Credit beyond the Final
Maturity Date, or reduce the rate or extend the time of payment
of interest or Fees thereon, or reduce the principal amount
thereof (except to the extent repaid in cash) (it being
understood that any amendment or modification to the financial
definitions in this Agreement shall not constitute a reduction
in the rate of interest or Fees for the purposes of this
clause (i)), (ii) release the Company Guarantee, (iii) amend,
modify or waive any provision of this Section 11.2, (iv) reduce
the percentage specified in the definition of Requisite Lenders
(it being understood that, with the consent of the Requisite
Lenders, additional extensions of credit pursuant to this
Agreement may be included in the determination of the Requisite
Lenders on substantially the same basis as the Revolving Loan
Commitments are included on the Effective Date) or (v) consent
to the assignment or transfer by a Borrower of any of its
rights and obligations under this Agreement; provided, further,
that no such change, waiver, discharge or termination shall
(v) increase the Revolving Loan Commitment of any Lender over
the amount thereof then in effect without the consent of such
Lender (it being understood that waivers or modifications of
conditions precedent, covenants, Defaults or Events of Default
or of a mandatory reduction in the Total Revolving Loan
Commitment shall not constitute an increase of the Revolving
Loan Commitment of any Lender, and that an increase in the
available portion of any Revolving Loan Commitment of any
Lender shall not constitute an increase of the Revolving Loan
Commitment of such Lender), (x) without the consent of any
Issuing Lender, amend, modify or waive any provision of
Section 2 or alter its rights or obligations with respect to
Letters of Credit, or (y) without the consent of the Agent,
amend, modify or waive any provision of Section 9 or any other
provision as same relates to the rights or obligations of the
Agent.

          (b)  If, in connection with any proposed change,
waiver, discharge or termination to any of the provisions of
this Agreement as contemplated by clauses (i) through (v),
inclusive, of the first proviso to Section 11.2(a), the consent
of the Requisite Lenders is obtained but the consent of one or
more of such other Lenders whose consent is required is not
obtained, then the Borrower shall have the right, so long as
all non-consenting Lenders whose individual consent is required
are treated as described in either clauses (A) or (B) below, to
either (A) replace each such non-consenting Lender or Lenders
with one or more Replacement Lenders pursuant to Section 2.15
so long as at the time of such replacement, each such
Replacement Bank consents to the proposed change, waiver,
discharge or termination or (B) terminate such non-consenting
Lender's Revolving Loan Commitment and/or repay the outstanding
Revolving Loans of such Lender and cash collateralize its
applicable Pro Rata share of the Letter of Credit Outstandings;
provided that, unless the Revolving Loan Commitment that is
terminated, and Revolving Loans repaid, pursuant to preceding
clause (B) are immediately replaced in full at such time
through the addition of new Banks or the increase of the
Revolving Loan Commitments and/or outstanding Revolving Loans
of existing Banks (who in each case must specifically consent
thereto), then in the case of any action pursuant to preceding
clause (B) the Requisite Lenders (determined after giving
effect to the proposed action) shall specifically consent
thereto; provided, further, that in any event a Borrower shall
not have the right to replace a Lender, terminate its Revolving
Loan Commitment or repay its Revolving Loans solely as a result
of the exercise of such Lender's rights (and the withholding of
any required consent by such Lender) pursuant to the second
proviso to Section 11.2(a).

          11.3  Expenses and Indemnification.  (a)  The
Borrowers agree to pay all reasonable out-of-pocket expenses
(x) of the Agent incurred in connection with the development,
preparation, execution, delivery, enforcement, assignment,
participation and administration of this Agreement, and the
other Loan Documents and any and all amendments, supplements or
waivers hereto or thereto and the Notes and the making and
repayment of the Revolving Loans and the issuance of Letters of
Credit and the payment of interest, including, without
limitation, the reasonable fees and expenses of Cahill Gordon &
Reindel, special counsel for the Lenders and the Agent and of
Hasche Eschenlohr Peltzer Riesenkampff Fischotter, special
German counsel for the Lenders and the Agent in each case
reasonably promptly upon being furnished an invoice and (y) of
each Lender incurred in connection with the enforcement of any
of the foregoing, including, without limitation, the reasonable
fees and expenses of any counsel for any of the Lenders and the
Agent.  In addition, the Company agrees to pay, and to save the
Agent and the Lenders harmless from all liability for, any
stamp or other documentary taxes that may be payable in
connection with the Company's or the German Borrower's
execution, delivery or performance of this Agreement, its
borrowings hereunder, or its issuance of the Notes or of any
other instruments or documents provided for herein or delivered
or to be delivered by either of them hereunder or any other
Loan Document or in connection herewith or thereunder.  All
obligations provided for in this Section 11.3 shall survive any
termination of this Agreement.  The Company agrees to
indemnify, defend and hold the Agent and each of the Lenders
harmless from and against any and all liability (including,
without limitation, excise tax, interest, penalties and all
reasonable  attorneys' fees) to which the Agent or any of the
Lenders may become subject insofar as such excise tax or
liability arises out of or is based upon a suit or proceeding
or governmental action brought or taken in connection with the
use of the proceeds of the Revolving Loans made to the
Borrower, whether the Agent or such Lender is a party thereto
or is otherwise required to respond thereto; provided that the
Company shall not be liable hereunder with respect to claims
directly arising out of (i) any settlement made without its
consent, which consent will not unreasonably be withheld or
delayed, (ii) any proceeding brought against the Agent or such
Lender by a security holder of the Agent or such Lender based
upon rights afforded such security holder solely in its
capacity as such, and (iii) the gross negligence or willful
misconduct of the Agent or such Lender.

          (b)  The foregoing indemnity set forth in this
Section 11.3 shall include, without limitation, indemnification
by the Company to each Indemnitee for any and all expenses and
costs (including, without limitation, remedial, removal,
response, abatement, clean-up, investigative, closure and
monitoring costs), losses, claims (including claims for
contribution or indemnity and including the costs of
investigating or defending any claim and whether or not such
claim is ultimately defeated, and whether the conditions
creating such claim arose before, during or after ownership,
operation, possession or control of the business, property or
facilities of the Company or any of its Subsidiaries, or
before, on or after the date hereof, and including any amounts
paid incidental to any compromise or settlement by the
Indemnitees or any Indemnitee to the holders of any such
claim), lawsuits, liabilities, obligations, actions, judgments,
disbursements, encumbrances, liens, damages (including, without
limitation, damages for contamination or destruction of natural
resources), penalties and fines of any nature (including,
without limitation, in all cases the reasonable fees and
disbursements of counsel in connection therewith) incurred,
suffered or sustained by that Indemnitee based upon, arising
under or relating to Environmental Laws, based on, arising out
of or relating to, in whole or in part, the exercise and/or
enforcement of any rights or remedies by any Indemnitee under
this Agreement, any other Loan Document or any related
documents and including, but not limited to, taking title to,
owning, possessing, operating, controlling, managing or taking
any action in respect of any real property.

          11.4  Successors and Assigns; Participations and
Assignments.  (a)  This Agreement shall be binding upon and
inure to the benefit of the Agent, the Company, the German
Borrower, the Lenders, and, to the extent permitted hereunder,
all future holders of the Notes and their respective successors
and assigns, except that neither the Company nor the German
Borrower may assign or transfer any of its rights or
obligations under this Agreement without the prior written
consent of each Lender.

          (b)  Any Lender may at any time sell to one or more
commercial banks, insurance companies, savings and loan
associations, savings banks or other financial institutions,
pension funds or mutual funds or other entities
("Participants") participating interests in its Revolving Loan
Commitment, Revolving Loans and Letters of Credit, or any other
interest of such Lender hereunder or thereunder (in respect of
any such Lender, its "Credit Exposure"); provided, however,
that such Lender shall remain fully liable for its entire
Credit Exposure without regard to any such participation and no
Participant shall be in privity with either the Company or the
German Borrower or acquire any right vis-a-vis either the
Company or the German Borrower except as expressly set forth in
this paragraph.  The Borrowers agree that if amounts
outstanding under this Agreement or the Notes are due or
unpaid, or shall have been declared or shall have become due
and payable upon the occurrence of an Event of Default, each
Participant shall be deemed to have the right of set-off in
respect of its participating interest in amounts owing under
this Agreement and any Note to the same extent as if the amount
of its participating interest were owing directly to it as a
Lender under this Agreement or any Note; provided that such
right of set-off shall be subject to the obligation of such
Participant to share with Lenders, and Lenders agree to share
with such Participant, as provided in Section 11.11 hereof.
The Company and the German Borrower each also agree that each
Participant shall be entitled to the benefits of Section 2.10
hereof with respect to its participation in the Revolving Loans
outstanding from time to time; provided that no Participant
shall be entitled to receive any greater payment under such
Section than the relevant Lender would have been entitled to
receive with respect to the relevant Revolving Loans.  Each
Lender agrees that any agreement between such Lender and any
such Participant in respect of such participating interest
shall not restrict such Lender's right to agree to any
amendment, supplement or modification to this Agreement or any
of the Loan Documents except to extend the final maturity of
any Note other than in accordance with the definition of "Final
Maturity Date" as in effect on the date hereof or reduce the
rate or extend the time of payment of  interest thereon or
reduce the principal amount thereof or reduce the fees payable
pursuant to Section 2.13 or clauses (1)(i) or (2) of Section
2.14(f).

          (c)  With the prior written consent of the Agent,
which consent shall not be unreasonably withheld, any Lender
("Assignor") may at any time assign to any Lender or any
affiliate thereof, and to one or more Eligible Assignees
("Assignees"), all or any part of its Credit Exposure pursuant
to a Assignment and Assumption Agreement substantially in the
form of Exhibit G hereto, executed by such Purchasing Lender,
such Assignor, the Agent and, in the event such assignment is
of an interest in a Letter of Credit Participation, the Issuing
Lender; provided that unless such assignment is to a Lender,
all such assignments shall be in aggregate minimum amounts of
$3,000,000 and shall be made only with the prior written
consent of the Company, such consent not to be unreasonably
withheld; and provided, further, that no Lender may assign any
Revolving Loan or Letter of Credit Participation without a
corresponding assignment of such Lender's Revolving Loan
Commitment.  Upon (i) such execution of such Assignment and
Assumption Agreement, (ii) delivery of an executed copy thereof
to the Company and the German Borrower, (iii) payment by such
Assignee to such Assignor of an amount equal to the purchase
price agreed between such Assignor and such Assignee, and (iv)
payment by such Assignee or Assignor (as they shall mutually
agree) to the Agent of a non-refundable fee of $3,500 to cover
administrative and other expenses which may be incurred in
connection with such assignment, such Assignee shall for all
purposes be a Lender party to this Agreement and shall have all
the rights and obligations of a Lender under this Agreement to
the same extent as if it were an original party hereto and
thereto with the Pro Rata Share of the applicable Commitment(s)
set forth in such Assignment and Assumption Agreement or such
counterpart, and subject to the preceding sentence no further
consent or action by the Borrowers, Lenders or the Agent shall
be required.  As used in this Section 11.4(c), "Eligible
Assignee" means (a) the Agent; (b) any Affiliate of any Lender
otherwise meeting the requirements of (c), (d), (e) or (f) of
this subclause (c); (c) a commercial bank, savings and loan
association or savings bank organized under the laws of the
United States, or any State thereof; (d) a commercial bank
organized under the laws of any other country that is a member
of the OECD or a political subdivision of any such country, so
long as such bank is acting through a branch or agency located
in the United States; (e) a finance company, pension fund,
mutual fund, insurance company, or other financial institution
(whether a corporation, partnership, trust or other entity)
that is engaged in making, purchasing or otherwise investing in
commercial loans providing for revolving credit in the ordinary
course of its business and meets the definition of "accredited
investor" as defined in Regulation D under the Securities Act
of 1933, as amended; and (f) any other Person approved by the
Agent and the Company, such approval not to be unreasonably
withheld.

          Such Assignment and Assumption Agreement or such
counterpart shall be deemed to amend this Agreement to the
extent, and only to the extent, necessary to reflect the
addition of such Assignee and the resulting adjustment of Pro
Rata Shares arising from the purchase by such Purchasing Lender
of all or a portion of the rights and obligations of such
Assignor under this Agreement, the Commitments and the Notes.
Upon the consummation of any transfer to an Assignee pursuant
to this Section 11.4(c), the Assignor, the Agent, the Company
and the German Borrower shall make appropriate arrangements so
that, if required, a replacement Note is issued to such
Assignor and a new Note or, as appropriate, a replacement Note,
issued to such Assignee, in each case in principal amounts
reflecting their Pro Rata Shares or, as appropriate, their
outstanding Revolving Loans, as adjusted pursuant to such
Assignment and Assumption Agreement.

          (d)  The Company and the German Borrower authorize
each Lender to disclose to any Participant or Assignee (each, a
"Transferee") and any prospective Transferee any and all
financial information in such Lender's possession concerning
the Company and the German Borrower and any of their respective
Subsidiaries which has been delivered to such Lender by or on
behalf of the Company or the German Borrower pursuant to this
Agreement or which has been delivered to such Lender by the
Company or the German Borrower in connection with such Lender's
credit evaluation of the Company and the German Borrower prior
to entering into this Agreement; provided that if such
information is confidential information as contemplated by
Section 11.18, such Lender may so disclose such information
only if such Transferee or prospective Transferee previously
agrees in writing to be bound by the terms of Section 11.18.

          (e)  Except pursuant to an assignment but only to the
extent set forth in the Assignment and Assumption Agreement
related to such assignment, no Lender shall, as between the
Company and the German Borrower and the Lender, be relieved of
any of its obligations hereunder as a result of any sale,
transfer or negotiation of, or granting of participations in,
all or any part of its Credit Exposure.

          (f)  Each Eligible Assignee organized under the laws
of any jurisdiction other than the United States or any State
thereof (including the District of Columbia) shall make the
representations and certifications and provide the relevant
forms, as if it were a Lender, on or before the Settlement Date
(as defined in the Assignment and Assumption Agreement) and
thereafter as required by Section 11.14 with respect to such
assignment.

          (g)  Nothing in this Agreement shall prevent or
prohibit any Lender from pledging its Loans and Notes hereunder
to a Federal Reserve Bank in support of borrowings made by such
Lender from such Federal Reserve Bank.

          11.5  Notices, Requests, Demands.  All notices,
requests, demands or other communications to or upon the
respective parties hereto shall be deemed to have been given or
made five days after deposit in the mails, postage prepaid, or,
in the case of telex or telegraphic notice, when delivered to
the telex or telegraph company, or in the case of telex or
telecopier notice sent over a telex or a telecopier machine
owned or operated by a party hereto, when sent, addressed to
the Company, the German Borrower, the Agent or the Lenders, as
the case may be, at their respective addresses shown opposite
their signatures hereto or at such other address as any of the
parties hereto may hereafter specify in writing to the others,
except that any communication with respect to a change of
address shall be deemed to be given or made when received by
the party to whom such communication was sent.  No other method
of giving notice is hereby precluded.

          11.6  Determination of Dollar Equivalent.  For
purposes of this Agreement, the Dollar Equivalent of Deutsche
Mark Loans shall be calculated on the last Business Day of each
month.  The Dollar Equivalent for Deutsche Mark Loans shall
remain in effect until the same is recalculated by BTCo as
provided above and notice of such recalculation is received by
the Company and the German Borrower, it being understood that
until such notice is received, the Dollar Equivalent shall be
that Dollar Equivalent as last reported to the Company and the
German Borrower by BTCo.  BTCo shall promptly notify the
Company and the German Borrower and the Lenders of each
determination of the Dollar Equivalent for Deutsche Mark Loans.

          11.7  Survival of Representations and Warranties.
All representations and warranties contained herein or
otherwise made in writing by the Company or the German Borrower
in  connection herewith shall survive the execution and
delivery of this Agreement, the Notes and each of the Loan
Documents.

          11.8  Governing Law.  This Agreement and the rights
and obligations of the parties under this Agreement and under
the Notes shall be governed by and construed and interpreted in
accordance with the internal laws of the State of New York
without regard to principles of conflict of laws.

          11.9  Counterparts.  This Agreement may be executed
in any number of counterparts, and by the different parties
hereto on the same or separate counterparts, each of which
shall be deemed to be an original instrument but all such
counterparts taken together shall constitute but one and the
same instrument.  Complete counterparts of this Agreement shall
be lodged with the Company and the Agent.

          11.10  Set-Off.  In addition to any rights now or
hereafter granted under applicable law (including, but not
limited to, Section 151 of the New York Debtor and Creditor
Law) and not by way of limitation of any such rights, upon the
occurrence of an Event of Default, each Lender is hereby
authorized at any time or from time to time, without notice to
the Company or to any other Person, any such notice being
hereby expressly waived, to set-off and to appropriate and
apply any and all deposits (general or special) and any other
indebtedness at any time held or owing by such Lender to or for
the credit or the account of the Company against and on account
of the obligations and liabilities of the Company to such
Lender under this Agreement and the Notes, including, without
limitation, all claims of any nature or description arising out
of or connected with this Agreement and/or any of the Notes
and/or any of the other Loan Documents, irrespective of whether
or not such Lender shall have made any demand hereunder and
although said obligations, liabilities or claims, or any of
them, shall be contingent or unmatured and irrespective of the
currency in which such claims are made and further each Lender
is hereby authorized at any time or from time to time, without
notice to the Company or the German Borrower or to any other
Person, any such notice being hereby expressly waived, to
set-off and to appropriate and apply any and all deposits
(general or special) and any other indebtedness at any time
held or owing by such Lender to or for the credit or the
account of either the Company or the German Borrower against
and on account of the obligations and liabilities of the German
Borrower to such Lender under this Agreement and the Notes,
including, without limitation, all claims of any nature or
description arising out of or  connected with this Agreement
and/or any of the Notes and/or any of the other Loan Documents,
irrespective of whether or not such Lender shall have made any
demand hereunder and although said obligations, liabilities or
claims, or any of them, shall be contingent or unmatured and
irrespective of the currency in which such claims are made.
Each Lender agrees to give either the Company or the German
Borrower or both, as the case may be, notice after the exercise
of its right of set-off as provided above; provided that the
failure to give such notice shall not result in any liability
on the part of any Lender or any such holder or otherwise limit
the rights of any Lender or any such holder under this
Section 11.10.

          11.11  Proration of Excess Payments.  The Lenders
agree among themselves that, with respect to all amounts
received by them that are applicable to the payment of
principal of or interest on the Notes, equitable adjustment
will be made so that, in effect, all such amounts will be
shared ratably among the Lenders on the basis of the amounts
then owed each of them in respect of such obligation, whether
received by voluntary payment, by realization upon security, by
the exercise of the right of set-off or bankers' lien, by
counterclaim or cross action, under or pursuant to this
Agreement, the Notes, any other Loan Document or otherwise.
Each Lender agrees that if it should receive any payment on its
Notes of a sum or sums in excess of its pro rata portion, then
it shall purchase for cash from the other Lenders an interest
in the Notes of such Lenders in such amount as shall result in
a ratable participation by each of the Lenders in the aggregate
unpaid amount of all outstanding Notes then held by all of the
Lenders.  If all or any portion of such excess payment is
thereafter recovered from such Lender, such purchase shall be
rescinded and the purchase price restored to the extent of such
recovery, but without interest.

          11.12  Submission to Jurisdiction; Venue; Waiver of
Jury Trial.  (a)  Any legal action or proceeding against either
the Company or the German Borrower with respect to this
Agreement or any other Loan Document may be brought in the
courts of the State of New York or of the United States for the
Southern District of New York, and, by execution and delivery
of this Agreement, each of the Company and the German Borrower
hereby irrevocably accepts for itself and in respect of its
property, generally and unconditionally, the jurisdiction of
the aforesaid courts.  Each of the Company and the German
Borrower hereby irrevocably designates, appoints and empowers
CT Corporation System, with offices on the date hereof at 1633
Broadway, New York, New York 10019, as its designee, appointee
and agent to receive for and on their behalf, and in respect of
its property, service of any and all legal process, summons,
notices and documents that may be served in any such action or
proceeding.  If for any reason such designee, appointee and
agent shall cease to be available to act as such, each of the
Company and the German Borrower agrees to designate a new
designee, appointee and agent in New York City on the terms and
for the purposes of this provision satisfactory to the Agent.
Each of the Company and the German Borrower further irrevocably
consents to the service of process out of any of the
aforementioned courts in any such action or proceeding by the
mailing of copies thereof by registered or certified mail,
postage prepaid, to the Company or the German Borrower, as the
case may be, at the address set forth opposite its respective
signatures below, such service to become effective 30 days
after such mailing.  Nothing herein shall affect the right of
the Agent, any Lender or the holder of any Note to serve
process in any other manner permitted by law or to commence
legal proceedings or otherwise proceed against either the
Company or the German Borrower in any other jurisdiction.

          (b)  Each of the Company and the German Borrower
hereby irrevocably waives any objection which it may now or
hereafter have to the laying of venue of any of the aforesaid
actions or proceedings arising out of or in connection with
this Agreement or any other Loan Document brought in the courts
referred to in clause (a) above and hereby further irrevocably
waives and agrees not to plead or claim in any such court that
any such action or proceeding brought in any such court has
been brought in an inconvenient forum.

          (c)  Each of the Company and the German Borrower and
each of the Lenders hereby irrevocably waives all right to
trial by jury in any action, proceeding or counterclaim
(whether based on contract, tort or otherwise) arising out of
or related to any of the Loan Documents or the actions of any
Lender in the negotiation, administration, performance or
enforcement thereof.

          11.13  Survival.  All indemnities set forth herein
including, without limitation, in Sections 2.10, 2.11, 2.14,
9.5 and 11.3 shall survive the execution and delivery of this
Agreement and the Notes and each of the other Loan Documents
and the indemnities set forth in Sections 2.14, 9.5 and 11.3
shall survive the making and repayment of the Revolving Loans
and the issuance and expiration or termination of the Letters
of Credit.

          11.14  Lender's Representation and Certain
Agreements.  Each Lender represents that, as of the date
hereof, either (i) it is a corporation or other entity
organized in or under the laws of the United States or any
State thereof or (ii) (A) in the case of a Borrowing by the
Company it is entitled to complete exemption from United States
withholding tax imposed on or with respect to any payments,
including fees, to be made to it pursuant to any of the Loan
Documents (x) under an applicable provision of a tax convention
to which the United States is a party or (y) because it is
acting through a branch, agency or office in the United States
and any payment to be received by it hereunder is effectively
connected with a trade or business in the United States or
(B) in the case of a Borrowing by the German Borrower, that it
is entitled to a full exemption from any Taxes in relation to
which additional payments may be required pursuant to
Section 3.5.  Each Lender agrees to provide to the Company and
the Agent on the Effective Date (to the extent not previously
provided), in the case of each Lender that is an original
signatory hereto, and within 10 days of the date of the
assignment pursuant to which it became a Lender in the case of
any assignee Lender, and at such other times as required by
United States law or as the Company or the Agent shall
reasonably request, (i) if the Lender is a corporation or other
entity organized in or under the laws of the United States or
any State thereof it shall deliver a Form W-9 (or any successor
form thereof) and (ii) if the Lender is not a corporation or
other entity organized in or under the laws of the United
States or any State thereof it shall deliver two accurate and
complete original signed copies of either (x) Internal Revenue
Service Form 4224 (or successor form) certifying that all
payments to be made to it hereunder will be effectively
connected to a United States trade or business (the "Form 4224
Certification") or (y) Internal Revenue Service Form 1001 (or
successor form) certifying that it is entitled to the benefits
of a provision of a tax convention to which the United States
is a party which completely exempts from United States
withholding tax all payments to be made to it hereunder (the
"Form 1001 Certification").  In addition, each Lender agrees
that if it previously filed a Form 1001 Certification it will
deliver to the Company and the Agent a new Form 1001
Certification prior to the first payment date falling in the
third year following the previous filing of such certification;
and if it previously filed a Form 4224 Certification it will
deliver to  the Company and the Agent a new Form 4224
Certification prior to the first payment date occurring in each
of its subsequent taxable years.  Each Lender also agrees to
deliver to the Company and the Agent such other or supplemental
forms as may at any time be required as a result of changes in
applicable law or regulation in order to confirm or maintain in
effect its entitlement to exemption from United States
withholding tax on any payments hereunder; provided that the
circumstances of the Lender at the relevant time and applicable
laws permit it to do so.  If a Lender determines, as a result
of any change in either (i) applicable law, regulation or
treaty, or in any official interpretation or application
thereof, or (ii) its circumstances that it is unable to submit
any form or certificate that it is obligated to submit pursuant
to this Section 11.14, or that it is required to withdraw or
cancel any such form or certificate previously submitted, it
shall promptly notify the Company and the Agent of such fact
and such Lender will not be considered to have failed to comply
with the provisions of this Section 11.14.  If a Lender fails
to submit the Form W-9 (or successor form) (in the case of a
Lender organized under the laws of the United States or any
State thereof) or fails to submit either a Form 1001
Certification or a Form 4224 Certification (in the case of a
Lender organized under the laws of a jurisdiction outside the
United States) in each such case satisfactory to the Agent and
the Company indicating that all payments to be made to such
Lender hereunder are not subject to United States withholding
or backup withholding tax, the Company or the Agent shall
withhold taxes from such payments at the applicable statutory
rate.  Each Lender agrees to indemnify and hold the Company,
the German Borrower and the Agent harmless from any United
States taxes, penalties, interest and other expenses, costs and
losses incurred or payable by them as a result of either
(i) its failure to submit any form or certificate that it is
required to provide pursuant to this Section 11.14 or
(ii) their reliance on any such form or certificate which it
has provided to them pursuant to this Section 11.14.  However,
the Lender will not indemnify the Company, the German Borrower
and the Agent if it determines, as a result of any change in
either (i) applicable law, regulation or treaty, or in any
official interpretation or application thereof, or (ii) its
circumstances (but only those not within its control), that it
is unable to submit any form or certificate that it is
obligated to submit pursuant to this Section 11.14.

          11.15  Headings.  The descriptive headings of the
various provisions of this Agreement are inserted for
convenience of reference only and shall not be deemed to effect
the meaning or construction of any of the provisions hereof.

          11.16  Change in Accounting Principles.  If any
preparation of the financial statements referred to in Section
5.1 or 8.1 hereafter occasioned by the promulgation of rules,
regulations, pronouncements and opinions by or required by the
Financial Accounting Standards Board or the American Institute
of Certified Public Accountants (or successors thereto or
agencies with similar functions) result in a change in any
results, amounts, calculations, ratios, standards or terms
found in Section 2, 5 or 6 from those which would be derived or
be applicable absent such changes, the Company may reflect such
changes in the financial statements required to be delivered
pursuant to Section 5.1, but calculations of financial
covenants shall be made without giving effect to any such
changes.  Upon the request of the Company or the Agent the
parties hereto agree to enter into negotiations in order to
amend the financial covenants and other terms of this Agreement
if there occur any changes in GAAP that have a material effect
on the financial statements of the Company, so as to equitably
reflect such changes with the desired result that the criteria
for evaluating the Company's financial condition and such other
terms shall be the same in all material respects after such
changes as if the changes had not been made.

          11.17  Defaulting Lender.  (a)  Upon any Lender
becoming a Defaulting Lender, (i) the Agent or, in the case of
clause (iv) of the definition of "Defaulting Lender", the
Issuing Lender of any relevant Letter of Credit shall endeavor
to promptly notify each other Lender of the amount owed or
potentially owed, as the case may be, by such Defaulting Lender
and (ii) the Total Revolving Loan Commitment shall be reduced
by an amount equal to the unutilized portion of such Defaulting
Lender's Pro Rata Share thereof then in effect (the "Unutilized
Portion"); provided, however, that, with the prior written
consent of the Agent, the Company and the German Borrower may
request a non-defaulting Lender to, whereupon such
non-defaulting Lender may (in its sole discretion and without
the consent of any other Lender), by promptly notifying the
Company and the German Borrower and the Agent, increase its
Revolving Loan Commitment in an amount equal to the Unutilized
Portion, in which case, upon receipt by the Company and the
German Borrower and the Agent of such notice, (x) the Revolving
Loan Commitment of such non-defaulting Lender shall be so
increased and (y) the amount of the Total Revolving Loan
Commitment then in effect shall be equal to the amount of the
Total Revolving Loan  Commitment in effect immediately prior to
the time such Defaulting Lender became a Defaulting Lender and
(iii) the Pro Rata Share of such Defaulting Lender shall be
reduced to zero.

          (b)  No Defaulting Lender shall be entitled to be an
Issuing Lender hereunder or to receive any fees accrued on and
after the date such Lender became a Defaulting Lender.

          (c)  Notwithstanding anything contained herein to the
contrary, no Defaulting Lender shall be entitled to receive any
payments hereunder on account of any Revolving Loans, Notes or
Letters of Credit until all amounts that are due and payable
with respect to any Revolving Loans or Letters of Credit as to
which such Defaulting Lender is not a Lender or a participant
shall have been paid in full.

          (d)  Nothing in this Section 11.17 shall be deemed to
release any Defaulting Lender from fulfilling its obligations
under this Agreement or otherwise or to prejudice the rights
which the Company or the German Borrower or any other Lender or
the Agent may have against any such Defaulting Lender.  Each
non-defaulting Lender, upon funding any amount that would
otherwise have been funded or required to have been by a
Defaulting Lender, shall have a direct claim and right of
action against such Defaulting Lender for any and all such
amounts funded by such non-defaulting Lender and any expenses
(including reasonable fees and expenses of counsel and
allocated costs of internal counsel) arising out of or in
connection with any such funding or enforcing its rights under
this Section 11.17.

          11.18  Confidentiality.  Subject to Section 11.4(d),
Lenders shall hold all non-public information obtained pursuant
to the requirements of this Agreement which has been identified
as such by the Company in accordance with their customary
procedures for handling confidential information of this nature
and in accordance with safe and sound banking practices and in
any event, subject to Section 11.4(d), may make disclosure in
connection with the contemplated transfer of all or any part of
their Credit Exposure or participation therein or as required
or requested by any Governmental Authority or representative
thereof or pursuant to legal process; provided that, unless
specifically prohibited by applicable law or court order, each
Lender shall endeavor to notify the Company of any request by
any governmental agency or representative thereof (other than
any such request in connection with an examination of the
financial condition of such Lender by such governmental agency)
for disclosure of any such non-public information prior to
disclosure of such information; and provided, further, that in
no event shall any Lender be obligated or required to return
any materials furnished by either the Company or the German
Borrower.

          11.19  Judgment Currency.  (a)  The Borrowers'
obligations hereunder and under the other Loan Documents to
make payments in the Applicable Currency (the "Obligation
Currency") shall not be discharged or satisfied by any tender
or recovery pursuant to any judgment expressed in or converted
into any currency other than the Obligation Currency, except to
the extent that such tender or recovery results in the
effective receipt by the Agent or the respective Lender of the
full amount of the Obligation Currency expressed to be payable
to the Agent or such Lender under this Agreement or the other
Loan Documents.  If for the purpose of obtaining or enforcing
judgment against either the Company or the German Borrower, as
the case may be, in any court or in any jurisdiction, it
becomes necessary to convert into or from any currency other
than the Obligation Currency (such other currency being
hereinafter referred to as the "Judgment Currency") an amount
due in the Obligation Currency, the conversion shall be made at
the Deutsche Mark Equivalent or the Dollar Equivalent thereof,
as the case may be, and, in the case of other currencies, the
rate of exchange (as quoted by the Agent or if the Agent does
not quote a rate of exchange on such currency, by a known
dealer in such currency designated by the Agent) determined, in
each case, as of the day immediately preceding the day on which
the judgment is given (such Business Day being hereinafter
referred to as the "Judgment Currency Conversion Date").

          (b)  If there is a change in the rate of exchange
prevailing between the Judgment Currency Conversion Date and
the date of actual payment of the amount due, the Company and
the German Borrower covenant and agree to pay, or cause to be
paid, such additional amounts, if any (but in any event not a
lesser amount) as may be necessary to ensure that the amount
paid in the Judgment Currency, when converted at the rate of
exchange prevailing on the date of payment, will produce the
amount of the Obligation Currency which could have been
purchased with the amount of Judgment Currency stipulated in
the judgment or judicial award at the rate or exchange
prevailing on the Judgment Currency Conversion Date.

          (c)  For purposes of determining the Deutsche Mark
Equivalent or the Dollar Equivalent or any other rate of
exchange for this Section, such amounts shall include any
premium and costs payable in connection with the purchase of
the Obligation Currency.

          11.20  Register.  The Borrowers hereby designate the
Agent to serve as the Borrowers' agent, solely for purposes of
this Section 11.20, to maintain a register (the "Register") on
which it will record the Revolving Loan Commitments from time
to time of each of the Lenders, the Revolving Loans made by
each of the Lenders and each repayment in respect of the
principal amount of the Revolving Loans of each Lender.
Failure to make any such recordation, or any error in such
recordation shall not affect the Borrowers' obligations in
respect of such Revolving Loans.  With respect to any Lender,
the transfer of the Revolving Loan Commitment of such Lender
and the rights to the principal of, and interest on, any
Revolving Loan made pursuant to such Revolving Loan Commitment
shall not be effective until such transfer is recorded on the
Register maintained by the Agent with respect to ownership of
such Revolving Loan Commitment and Revolving Loans and prior to
such recordation all amounts owing to the transferor with
respect to such Revolving Loan Commitment and Revolving Loans
shall remain owing to the transferor.  The registration of
assignment or transfer of all or part of any Revolving Loan
Commitments and Revolving Loans shall be recorded by the Agent
on the Register only upon the acceptance by the Agent of a
properly executed and delivered Assignment and Assumption
Agreement pursuant to Section 11.4.  Coincident with the
delivery of such an Assignment Agreement to the Agent for
acceptance and registration of assignment or transfer of all or
part of a Revolving Loan, or as soon thereafter as practicable,
the assigning or transferor Lender shall surrender the Note (if
issued) evidencing such Revolving Loan, and thereupon, upon
written request, one or more new Notes in the same aggregate
principal amount shall be issued to the assigning or transferor
Lender and/or the new Lender.  Each Borrower agrees to
indemnify the Agent from and against any and all losses,
claims, damages and liabilities of whatsoever nature which may
be imposed on, asserted against or incurred by the Agent in
performing its duties under this Section 11.20.

          IN WITNESS WHEREOF, each of the parties hereto has
caused a counterpart of this Agreement to be duly executed and
delivered as of the date first above written.


                              MILACRON INC.
                              
                              
                              By: /s/ Robert P. Lienesch
                              
                              
                              Title: Vice President and Treasurer
                              
                              Notice Address:
                              Milacron Inc.
                              4701 Marburg Avenue
                              Cincinnati, Ohio  45209
                              Attention:   Treasurer
                              Telephone:   (513) 841-8577
                              Telecopier:  (513) 841-7166
                              
                              
                              MILACRON KUNSTSTOFF-MASCHINEN
                                EUROPA GmbH,
                              
                              
                              By: /s/ Robert P. Lienesch
                                  on basis of Power of Attorney
                                  dated as of December 15, 1998
                              
                                                           
                              Notice Address:
                              c/o Milacron Inc.
                              4701 Marburg Avenue
                              Cincinnati, Ohio 45209
                              Attention:  Robert P. Lienesch
                              Telephone:  (513)  841-8933
                              Telecopier: (513)  841-8000
                              
                              
                              BANKERS TRUST COMPANY,
                                as a Lender and as Agent
                              
                              
                              By:  /s/ Anthony LoGrippo
                              
                              
                              Title:  Vice President
                              
                              Notice Address and Payment
                              Office:
                              
                              Bankers Trust Company
                              130 Liberty Street
                              New York, New York  10006
                              Attention:  Edward G. Benedict
                              Telephone:  (212) 250-3708
                              Telecopier: (212) 250-7026
                              

                              ABN AMRO BANK N.V., as a Lender

                              By:  /s/ Patrick M. Pastore

                              Title:  Vice President

                              By:  /s/ Louis K. McLinden, Jr.
                              
                              Title:  Vice President

                              Notice Office and Payment 
                              Office:

                              208 South LaSalle Street
                              Chicago, IL 60674
                              Attention:  Loan Administration
                              Telephone:  (312)  992-5151
                              Telecopier: (312)  992-5156

                              One PPG Place
                              Suite 2950
                              Pittsburgh, PA  15222
                              Attention:  Pat Pastore
                              Telephone:  (412)  566-2297
                              Telecopier: (412)  566-2266

                              COMERICA BANK, as a Lender

                              By:  /s/  David C. Bird

                              Title:  Vice President

                              Notice Office and Payment Office:

                              500 Woodward Avenue
                              Detroit, Michigan  48226
                              Attention:  Lisa M. Kotula
                              Telephone:  (313)  222-9644
                              Telecopier: (313)  222-9514

                              CREDIT LYONNAIS CHICAGO BRANCH,
                                 as a Lender

                              By:  /s/ Mary Ann Klemm
                              Title:  Vice President

                              Notice Address and Payment Office:


                              KEYBANK NATIONAL ASSOCIATION, as
                              a Lender

                              By:  /s/ Thomas J. Purcell

                              Title:  Vice President

                              Notice Address and Payment Office:



                              MELLON BANK, N.A., as a Lender

                              By:  /s/ Ryan F. Busch

                              Title:  Assistant Vice President


                              Notice Address and Payment Office:




                              MORGAN GUARANTY TRUST COMPANY OF NEW YORK,
                              as a Lender

                              By:  /s/ Robert Bottamedi

                              Title:  Vice President

                              Notice Address and Payment Office:



                              NATIONSBANK N.A., as a Lender

                              By:  /s/ Valerie C. Mills

                              Title:  Sr. Vice President

                              Notice Address and Payment Office:


                              NBD BANK, N.A., as a Lender

                              By:  /s/ Edward C. Hathaway

                              Title:  First Vice President

                              Notice Address and Payment Office:


                              PNC BANK, OHIO, N.A., as a Lender

                              By:  /s/ David F. Knuth

                              Title:  Vice President

                              Notice Address and Payment Office:


                              STAR BANK, N.A., as a Lender

                              By:  /s/ Thomas D. Gibbons

                              Title:  Vice President

                              Notice Address and Payment Office:


                              

                           




                                                   Schedule 2.1
                                                               
                                                               
                                                               
     Lenders' Revolving Loan Commitment and Pro Rata Share
                               
                               
                               Revolving      
                                  Loan        
Lender                         Commitment     Pro Rata Share

Bankers Trust Company       $37,051,282.00    9.88034%
                                              
ABN AMRO Bank N.V.          35,000,000.00     9.33333
                                              
Comerica Bank               37,051,281.60     9.88034
                                              
Credit Lyonnais Chicago     28,846,155.00     7.69230
Branch

Keybank National            37,051,281.60     9.88034
Association

Mellon Bank, N.A.           25,000,000.00     6.66666

Morgan Guaranty             35,000,000.00     9.33333
Trust Company of New York

NationsBank N.A.            37,051,281.60     9.88034

NBD Bank, N.A.              37,051,281.60     9.88034
                                              
PNC Bank, National          37,051,281.60     9.88034
Association                                   

Star Bank, N.A.             28,846,155.00     7.69230

Total                     $375,000,000.00         100%