<PAGE>1                                                       EXHIBIT 10(xiv)












                            U.S. $75,000,000

                            CREDIT AGREEMENT

                      Dated as of December 19, 1995

                                 between

                        FIGGIE INTERNATIONAL INC.

                               as Borrower

                                   and

                        THE LENDERS PARTY HERETO

                                   and

                  GENERAL ELECTRIC CAPITAL CORPORATION

                                as Agent








          <PAGE>
<PAGE>2
                          TABLE OF CONTENTS

                                                                  Page

  1.     AMOUNT AND TERMS OF CREDIT. . . . . . . . . . . . . . . .   1
         1.1.    Revolving Credit Advances . . . . . . . . . . . .   1
         1.2.    Repayment; Termination of Commitment. . . . . . .   5
         1.3.    Use of Proceeds . . . . . . . . . . . . . . . . .   6
         1.4.    Interest on Revolving Credit Advances . . . . . .   7
         1.5.    Eligible Accounts, Inventory and Equipment. . . .  10
         1.6.    Fees. . . . . . . . . . . . . . . . . . . . . . .  10
         1.7.    Cash Management System. . . . . . . . . . . . . .  12
         1.8.    Receipt of Payments . . . . . . . . . . . . . . .  12
         1.9.    Pro Rata Treatment. . . . . . . . . . . . . . . .  13
         1.10.   Application and Allocation of Payments. . . . . .  13
         1.11.   Non-Receipt of Funds by Agent . . . . . . . . . .  14
         1.12.   Sharing of Payments, Etc. . . . . . . . . . . . .  16
         1.13.   Settlement Procedures . . . . . . . . . . . . . .  17
         1.14.   Accounting. . . . . . . . . . . . . . . . . . . .  20
         1.15.   Indemnity . . . . . . . . . . . . . . . . . . . .  21
         1.16.   Access; Confidentiality . . . . . . . . . . . . .  23
         1.17.   Taxes . . . . . . . . . . . . . . . . . . . . . .  25
         1.18.   Capital Adequacy; Increased Costs;
                 Illegality. . . . . . . . . . . . . . . . . . . .  28
         1.19.   Letters of Credit . . . . . . . . . . . . . . . .  30

  2.     CONDITIONS PRECEDENT. . . . . . . . . . . . . . . . . . .  30
         2.1.    Conditions to the Initial Revolving Credit
                 Advance and/or the Initial Letter of Credit
                 Obligation. . . . . . . . . . . . . . . . . . . .  30
         2.2.    Further Conditions to Each Revolving Credit
                 Advance and Each Incurrence of a Letter of
                 Credit Obligation . . . . . . . . . . . . . . . .  32

  3.     REPRESENTATIONS AND WARRANTIES. . . . . . . . . . . . . .  34
         3.1.    Corporate Existence; Compliance with Law. . . . .  34
         3.2.    Executive Offices; Corporate or Other
                 Names . . . . . . . . . . . . . . . . . . . . . .  34
         3.3.    Corporate Power; Authorization; Enforceable
                 Obligations . . . . . . . . . . . . . . . . . . .  35
         3.4.    Financial Statements and Projections. . . . . . .  36
         3.5.    Material Adverse Change; Solvency . . . . . . . .  37
         3.6.    Ownership of Real Property; Liens . . . . . . . .  38
         3.7.    Restrictions; No Default; Material
                 Contracts . . . . . . . . . . . . . . . . . . . .  39
         3.8.    Labor Matters . . . . . . . . . . . . . . . . . .  39
         3.9.    Ventures, Subsidiaries and Affiliates;
                 Outstanding Stock and Indebtedness;
                 Unrestricted Subsidiaries . . . . . . . . . . . .  40
         3.10.   Government Regulation . . . . . . . . . . . . . .  41
         3.11.   Margin Regulations. . . . . . . . . . . . . . . .  41
         3.12.   Taxes . . . . . . . . . . . . . . . . . . . . . .  42
         3.13.   ERISA . . . . . . . . . . . . . . . . . . . . . .  43
         3.14.   No Litigation . . . . . . . . . . . . . . . . . .  45
         3.15.   Brokers . . . . . . . . . . . . . . . . . . . . .  45
         3.16.   Patents, Trademarks, Copyrights and
                 Licenses. . . . . . . . . . . . . . . . . . . . .  45
         3.17.   Hazardous Materials . . . . . . . . . . . . . . .  46
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         3.18.   Insurance Policies. . . . . . . . . . . . . . . .  46
         3.19.   Blocked Accounts and Lock Boxes . . . . . . . . .  46

  4.     FINANCIAL STATEMENTS AND INFORMATION. . . . . . . . . . .  47
         4.1.    Reports and Notices . . . . . . . . . . . . . . .  47
         4.2.    Communication with Accountants. . . . . . . . . .  47

  5.     AFFIRMATIVE COVENANTS . . . . . . . . . . . . . . . . . .  47
         5.1.    Maintenance of Existence and Conduct of
                 Business. . . . . . . . . . . . . . . . . . . . .  48
         5.2.    Payment of Charges and Claims . . . . . . . . . .  48
         5.3.    Books and Records . . . . . . . . . . . . . . . .  49
         5.4.    Litigation. . . . . . . . . . . . . . . . . . . .  49
         5.5.    Insurance; Casualty and Condemnation. . . . . . .  49
         5.6.    Compliance with Laws. . . . . . . . . . . . . . .  52
         5.7.    Agreements. . . . . . . . . . . . . . . . . . . .  52
         5.8.    Supplemental Disclosure . . . . . . . . . . . . .  53
         5.9.    Environmental Matters . . . . . . . . . . . . . .  53
         5.10.   Landlord's and Bailee's/Warehousemen's
                 Agreements. . . . . . . . . . . . . . . . . . . .  54
         5.11.   Certain Obligations Respecting
                 Subsidiaries. . . . . . . . . . . . . . . . . . .  54
         5.12.   Application of Proceeds . . . . . . . . . . . . .  55
         5.13.   Fiscal Year . . . . . . . . . . . . . . . . . . .  55
         5.14.   Employee Plans. . . . . . . . . . . . . . . . . .  55

  6.     NEGATIVE COVENANTS. . . . . . . . . . . . . . . . . . . .  55
         6.1.    Mergers and Acquisitions. . . . . . . . . . . . .  56
         6.2.    Investments . . . . . . . . . . . . . . . . . . .  58
         6.3.    Indebtedness. . . . . . . . . . . . . . . . . . .  59
         6.4.    Affiliate and Employee Loans and
                 Transactions; Employment Agreements . . . . . . .  60
         6.5.    Capital Structure and Business. . . . . . . . . .  61
         6.6.    Guaranteed Indebtedness . . . . . . . . . . . . .  62
         6.7.    Liens . . . . . . . . . . . . . . . . . . . . . .  62
         6.8.    Sale of Assets. . . . . . . . . . . . . . . . . .  63
         6.9.    ERISA . . . . . . . . . . . . . . . . . . . . . .  63
         6.10.   Financial Covenants . . . . . . . . . . . . . . .  64
         6.11.   Hazardous Materials . . . . . . . . . . . . . . .  67
         6.12.   Sale-Leasebacks . . . . . . . . . . . . . . . . .  67
         6.13.   Cancellation of Indebtedness; Amendments. . . . .  67
         6.14.   Restricted Payments . . . . . . . . . . . . . . .  68
         6.15.   Operating Leases. . . . . . . . . . . . . . . . .  69
         6.16.   Blocked Accounts. . . . . . . . . . . . . . . . .  69
         6.17.   No Speculative Transactions . . . . . . . . . . .  69
         6.18.   Margin Regulations. . . . . . . . . . . . . . . .  69
         6.19.   Limitation on Negative Pledge Clauses . . . . . .  70
         6.20.   Accounting Changes; Fiscal Year . . . . . . . . .  70

  7.     TERM. . . . . . . . . . . . . . . . . . . . . . . . . . .  70
         7.1.    Duration. . . . . . . . . . . . . . . . . . . . .  70
         7.2.    Survival of Obligations . . . . . . . . . . . . .  70

  8.     EVENTS OF DEFAULT; RIGHTS AND REMEDIES. . . . . . . . . .  71
         8.1.    Events of Default . . . . . . . . . . . . . . . .  71
         8.2.    Remedies. . . . . . . . . . . . . . . . . . . . .  74
         8.3.    Waivers by Borrower . . . . . . . . . . . . . . .  74
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  9.     AGENT . . . . . . . . . . . . . . . . . . . . . . . . . .  75
         9.1.    Appointment, Powers and Immunities. . . . . . . .  75
         9.2.    Reliance by Agent . . . . . . . . . . . . . . . .  76
         9.3.    Defaults. . . . . . . . . . . . . . . . . . . . .  76
         9.4.    Rights as a Lender. . . . . . . . . . . . . . . .  76
         9.5.    Indemnification . . . . . . . . . . . . . . . . .  77
         9.6.    Non-Reliance on Agent and Other Lenders . . . . .  77
         9.7.    Failure to Act. . . . . . . . . . . . . . . . . .  78
         9.8.    Resignation of Agent. . . . . . . . . . . . . . .  78
         9.9.    Consents under Loan Documents . . . . . . . . . .  79
         9.10.   Collateral Matters. . . . . . . . . . . . . . . .  79

  10.    SUCCESSORS AND ASSIGNS. . . . . . . . . . . . . . . . . .  80
         10.1.   Successors and Assigns. . . . . . . . . . . . . .  80
         10.2.   Assignments and Participations. . . . . . . . . .  80

  11.    MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . .  83
         11.1.   Complete Agreement; Modification of
                 Agreement . . . . . . . . . . . . . . . . . . . .  83
         11.2.   Fees and Expenses . . . . . . . . . . . . . . . .  84
         11.3.   No Waiver . . . . . . . . . . . . . . . . . . . .  85
         11.4.   Remedies. . . . . . . . . . . . . . . . . . . . .  86
         11.5.   Severability. . . . . . . . . . . . . . . . . . .  86
         11.6.   Conflict of Terms . . . . . . . . . . . . . . . .  86
         11.7.   Right of Set-off. . . . . . . . . . . . . . . . .  86
         11.8.   Authorized Signature. . . . . . . . . . . . . . .  87
         11.9.   GOVERNING LAW . . . . . . . . . . . . . . . . . .  87
         11.10.  Notices . . . . . . . . . . . . . . . . . . . . .  88
         11.11.  Section Titles. . . . . . . . . . . . . . . . . .  89
         11.12.  Counterparts. . . . . . . . . . . . . . . . . . .  90
         11.13.  Time of the Essence . . . . . . . . . . . . . . .  90
         11.14.  WAIVER OF JURY TRIAL. . . . . . . . . . . . . . .  90
         11.15.  Press Releases; Publicity . . . . . . . . . . . .  90
          <PAGE>
<PAGE>5
               INDEX OF ANNEXES, SCHEDULES AND EXHIBITS


     Annex A               -    Definitions
     Annex B               -    Cash Management System
     Annex C               -    Schedule of Closing Documents
     Annex D               -    Financial Statements, Projections
                                     and Notices
     Annex E               -    Insurance Requirements
     Annex F               -    Letters of Credit

     Schedule 3.2          -    Executive Offices; Trade Names
     Schedule 3.4          -    Financial Statements and
                                     Projections
     Schedule 3.5          -    Dividends
     Schedule 3.6          -    Real Estate and Leases
     Schedule 3.7          -    Material Contracts
     Schedule 3.8          -    Labor Matters
     Schedule 3.9          -    Ventures, Subsidiaries and
                                     Affiliates; Outstanding Stock
     Schedule 3.12         -    Tax Matters
     Schedule 3.13         -    ERISA Plans
     Schedule 3.14         -    Litigation
     Schedule 3.16         -    Patents, Trademarks, Copyrights and
                                     Licenses
     Schedule 3.17         -    Hazardous Materials
     Schedule 3.18         -    Insurance Policies
     Schedule 3.19         -    Disbursement and Deposit Accounts
     Schedule 6.2          -    Investments
     Schedule 6.3          -    Indebtedness
     Schedule 6.4          -    Loans to and Transactions with
                                     Employees
     Schedule 6.5          -    Acquisitions
     Schedule 6.6          -    Guarantees
     Schedule 6.7          -    Liens
     Schedule 6.8          -    Asset Dispositions
     Schedule 6.12         -    Sale-Leaseback Transactions
     Schedule 6.19         -    Negative Pledge Clauses
     Schedule 11.8         -    Authorized Signatures

     Exhibit A             -    Form of Notice of Revolving Credit
                                     Advance
     Exhibit A-1           -    Form of Notice of Conversion
     Exhibit B-1           -    Form of Borrowing Base Certificate
     Exhibit C             -    Form of Revolving Credit Note
     Exhibit D             -    Form of Borrower Security Agreement
     Exhibit E             -    Form of Borrower Pledge Agreement
          <PAGE>
<PAGE>6
          CREDIT AGREEMENT, dated as of December 19, 1995, among
     FIGGIE INTERNATIONAL INC., a Delaware corporation (the
     "Borrower"), the lenders listed on the signature pages hereof
     or which pursuant to Section 10.2 shall become a "Lender"
     hereunder (each individually a "Lender" and collectively
     "Lenders"), and GENERAL ELECTRIC CAPITAL CORPORATION, a New
     York corporation, as agent hereunder for Lenders (in such
     capacity, together with its successors in such capacity,
     "Agent").

     RECITALS

          A.   Borrower desires, in its discretion, to borrow up
     to $75,000,000 from Lenders, and Lenders and Agent are
     willing to make certain loans and other financial
     accommodations in favor of Borrower of up to such amount upon
     the terms and conditions set forth herein.

          B.   Capitalized terms used herein shall have the mean-

     ings ascribed to them on Annex A.  All Schedules, Annexes,
     Attachments and Exhibits hereto, or expressly identified to
     this Agreement, are incorporated herein by reference, and
     taken together, shall constitute but a single agreement.
     Unless otherwise expressly set forth herein, or in a written
     amendment referring to such Schedules and Annexes, all
     Schedules and Annexes referred to herein shall mean the
     Schedules as in effect at the Closing Date.  As used herein,
     the plural shall include the singular, the singular includes
     the plural, and pronouns in any gender (masculine, feminine
     or neuter) all apply to all genders.  These Recitals shall be
     construed as part of this Agreement.

          NOW, THEREFORE, in consideration of the premises and the
     mutual covenants hereinafter contained, the parties hereto
     agree as follows:


     1.   AMOUNT AND TERMS OF CREDIT

          1.1. Revolving Credit Advances.

               (a)  Upon and subject to the terms and conditions
     hereof, each Lender severally agrees to make available, from
     time to time, from the Closing Date until the Commitment
     Termination Date, for Borrower's use and upon the request of
     Borrower therefor to Agent, advances (each, together with any
     payments made in respect of any Letter of Credit Obligations
     which are automatically deemed to constitute Advances
     pursuant to paragraph 2 of Annex F, a "Revolving Credit
     Advance") in an aggregate principal amount at any time
     outstanding up to but not exceeding the Revolving Credit
     Commitment of such Lender less such Lender's pro rata share
     of the Letter of Credit Obligations, provided that in no
     event shall the aggregate principal amount of the Revolving
     Credit Loan be permitted to exceed the Borrowing Avail-
     ability.  Borrower may from time to time borrow, repay and
<PAGE>
<PAGE>7
     reborrow Revolving Credit Advances under this Section 1.1.

               (b)  Borrower shall give Agent (which shall
     promptly notify Lenders) notice of each borrowing hereunder
     as provided in Section 1.1(c) and, subject to Section 1.13,
     on the date specified for such borrowing each Lender shall
     make available the amount of the Revolving Credit Advance or
     Advances to be made by it on such date to Agent to such
     account of Agent as Agent may designate, in immediately
     available funds, for the account of Borrower.

               (c)  Each notice of a borrowing of a Revolving
     Credit Advance shall be given in writing (by telecopy, hand
     delivery, or U.S. mail) by Borrower to Agent at its address
     at 201 High Ridge Road, Stamford, Connecticut 06927-5100,
     Attention:  Portfolio Analyst, Telephone No. (203) 316-7658,
     Telecopy No. (203) 357-6443, given no later than 11:00 a.m.
     (New York City time) on the Business Day of the proposed
     Revolving Credit Advance.  Each such notice of borrowing (a
     "Notice of Revolving Credit Advance") shall be substantially
     in the form of Exhibit A, specifying therein the requested
     date, the amount of such Revolving Credit Advance, the Type
     or Types of advance comprising such Revolving Credit Advance
     and the amount of each such Type, and the Interest Period for
     each such Revolving Credit Advance which is a LIBO Rate
     Advance.  Each Revolving Credit Advance shall be deemed to be
     an Index Rate Advance unless otherwise specified by Borrower
     in the Notice of Revolving Credit Advance delivered to Agent
     in relation to such Revolving Credit Advance in accordance
     with the procedures and time set forth in this Section
     1.1(c).  Agent and Lenders shall be entitled to rely upon and
     shall be fully protected under this Agreement in relying upon
     any Notice of Revolving Credit Advance believed by Agent to
     be genuine and to assume that the persons executing and
     delivering the same were duly authorized unless the
     responsible individual acting thereon for Agent shall have
     actual knowledge to the contrary.  Each LIBO Rate Advance
     shall be in a minimum amount of at least $1,000,000 or an
     integral multiple of $500,000 in excess thereof.

               (d)  The Revolving Credit Advances made by each
     Lender shall be evidenced by a single promissory note of
     Borrower for each Lender substantially in the form of
     Exhibit C, dated the date hereof, payable to such Lender in a
     principal amount equal to the amount of its Revolving Credit
     Commitment as originally in effect and otherwise duly
     completed.  The date, amount, Type and interest rate of each
     Revolving Credit Advance of each Type made by each Lender and
     each payment of principal with respect thereto shall be
     recorded on the books and records of such Lender which books
     and records shall constitute prima facie evidence of the
     accuracy of the information therein recorded.  The entire
     unpaid balance of the Revolving Credit Loan shall be
     immediately due and payable on the Commitment Termination
     Date.

               (e)  Borrower shall furnish to Agent and each
     Lender a Borrowing Base Certificate, completed and signed by
<PAGE>
<PAGE>8
     a Responsible Officer, which sets forth a calculation of the
     Borrowing Base at the times and for the periods set forth in
     Annex D.  Borrower may furnish to Agent and each Lender more
     frequent Borrowing Base Certificates.  Upon the occurrence
     and during the continuance of an Event of Default and upon
     request of Agent, Borrower shall furnish to Agent and each
     Lender a more frequent Borrowing Base Certificate, including,
     without limitation, on a daily basis prepared as of the end
     of each Business Day before the end of the next Business Day.
     Agent shall provide Borrower with no less than two Business
     Days' prior notice of a request for a more frequent Borrowing
     Base Certificate.  Borrower agrees that in making any
     Revolving Credit Advance hereunder Agent and each Lender
     shall be entitled to rely upon the most recent Borrowing Base
     Certificate delivered to Agent and Lenders by Borrower.

               (f)  The failure of any Lender (such Lender, a
     "Non-Funding Lender") to make any Advance to be made by it on
     the date specified therefor shall not relieve any other
     Lender (each such other Lender, an "Other Lender") of its
     obligation to make its Revolving Credit Advance on such date,
     but neither any Other Lender nor Agent shall be responsible
     for the failure of any Non-Funding Lender to make a Revolving
     Credit Advance to be made by such Non-Funding Lender, and no
     Non-Funding Lender shall have any obligation to Agent or any
     Other Lender for the failure by such Non-Funding Lender.
     Notwithstanding anything set forth herein to the contrary, a
     Non-Funding Lender shall not have any voting or consent
     rights under or with respect to any Loan Document or
     constitute a "Lender" (or be included in the calculation of
     "Required Lenders" hereunder) for any voting or consent
     rights under or with respect to any Loan Document.  Anything
     in this Agreement to the contrary notwithstanding, each
     Lender hereby agrees with each other Lender that no Lender
     shall take any action to protect or enforce its rights
     arising out of this Agreement or the Revolving Credit Notes
     (including, without limitation, exercising any rights of off-
     set) without first obtaining the prior written consent of
     Agent or Required Lenders, it being the intent of Lenders
     that any such action to protect or enforce rights under this
     Agreement and the Revolving Credit Notes shall be taken in
     concert and at the direction or with the consent of Agent or
     Required Lenders and not individually by a single Lender.

               (g)  Not later than 11:00 a.m. (New York City time)
     on the second Business Day prior to the end of any Interest
     Period for each Revolving Credit Advance consisting of a LIBO
     Rate Advance, Borrower shall deliver to Agent a Notice of
     Conversion (a "Notice of Conversion"), substantially in the
     form of Exhibit A-1, electing to convert such LIBO Rate
     Advance into an Index Rate Advance or into a LIBO Rate
     Advance (or part into an Index Rate Advance and part into a
     LIBO Rate Advance), in each case effective at the end of the
     Interest Period for such Revolving Credit Advance.  Each such
     Notice of Conversion shall be given in writing (by telecopy,
     hand delivery, or U.S. mail) by Borrower to Agent at its
     address  at 201 High Ridge Road, Stamford, Connecticut
     06927-5100, Attention: Portfolio Analyst, Telephone No.
<PAGE>
<PAGE>9
     (203) 316-7658, Telecopy No. (203) 357-6443, specifying
     therein (consistent with this Agreement), inter alia, (i) the
     aggregate amount and Type of Revolving Credit Advance which
     is to be converted and the last day of the current Interest
     Period for such Revolving Credit Advance, (ii) the Type or
     Types of Revolving Credit Advance into which such Revolving
     Credit Advance is to be converted and the amount of each such
     Type and (iii) the Interest Period for such Revolving Credit
     Advance which is to be a LIBO Rate Advance.  If Borrower
     shall fail to provide a Notice of Conversion on or prior to
     11:00 a.m. (New York City time) on the second Business Day
     prior to the end of the Interest Period in respect of any
     LIBO Rate Advance, such Revolving Credit Advance shall
     automatically convert into an Index Rate Advance on the day
     following the last of such Interest Period.

               (h)  Borrower shall be entitled to convert all or
     any part of any Index Rate Advance into a LIBO Rate Advance
     by delivery to Agent, not later than 11:00 a.m. (New York
     City time) on the second Business Day prior to the date such
     conversion is to occur, of a Notice of Conversion in the
     manner, and containing the relevant information indicated in,
     Section 1.1(g); provided, however, that no such conversion
     shall occur or be effective on any date which is not a
     Business Day.

          1.2. Repayment; Termination of Commitment.

               (a)  Borrower hereby promises to pay to Agent for
     account of each Lender the entire outstanding Revolving
     Credit Loan and all other outstanding Obligations, and the
     Revolving Credit Loan and all other Obligations shall mature
     and become immediately due and payable, on the Commitment
     Termination Date.

               (b)  In the event that the outstanding balance of
     the Revolving Credit Loan shall, at any time, exceed the
     Borrowing Availability, Borrower upon obtaining knowledge of
     such excess shall immediately repay the Revolving Credit Loan
     and/or cash collateralize the Letter of Credit Obligations in
     the amount of such excess.

               (c)  Borrower may repay the Revolving Credit Loan
     without reducing the Maximum Revolving Credit Commitment, in
     whole or in part, at any time, without penalty, subject,
     however, to Section 1.15(c).

               (d)  Borrower shall have the right at any time on
     ten (10) days' prior written notice to Agent to voluntarily
     terminate the Maximum Revolving Credit Commitment (in whole
     but not in part) without premium or penalty, other than
     payment of the Termination Fee; provided, however, that the
     Termination Fee shall not be payable in connection with any
     such termination occurring on or after the first anniversary
     of the Closing Date; and, provided, further, that Borrower
     shall have the right at any time or from time to time after
     the first anniversary of the Closing Date on ten (10) days'
     prior written notice to Agent to voluntarily and permanently
<PAGE>
<PAGE>10
     reduce the Maximum Revolving Credit Commitment, in increments
     of $5,000,000, to not less than $60,000,000 without premium
     or penalty other than any losses, costs or expenses payable
     pursuant to Section 1.15(c), provided that each Lender's
     Revolving Credit Commitment shall be reduced on a pro rata
     basis, and any such reduction of the Revolving Credit
     Commitments shall be accompanied by a pro rata reduction
     (based upon such percentage reduction of the Revolving Credit
     Commitments) of the $60,000,000 amount referred to in clause
     (i) of the definition of "Borrowing Availability" and clause
     (ii)(x) of Section 2.2(c).  Upon such termination in whole,
     Borrower's right to receive Revolving Credit Advances and the
     benefit of Letter of Credit Obligations shall simultaneously
     terminate and Borrower's obligation to pay the Non-use Fee
     shall terminate.  On the date of such termination in whole,
     Borrower shall pay to Agent in immediately available funds
     all of the Obligations, including any accrued and unpaid
     interest and any losses, costs and expenses payable pursuant
     to Section 1.15(c) and, if such termination is prior to the
     first anniversary of the Closing Date, the Termination Fee as
     described above, and make arrangements, in accordance with
     the terms and conditions of Annex F, for satisfaction with
     respect to any Letter of Credit Obligations.

               (e)  If the unpaid principal balance of the
     Revolving Credit Loan should at any time exceed the Borrowing
     Availability, the excess balance shall nevertheless
     constitute Obligations that are secured by the Collateral and
     entitled to all of the benefits thereof and of the Loan Docu-
     ments and shall be evidenced by the Revolving Credit Notes.

               (f)  Upon receipt by Borrower of the Net Proceeds
     of any asset sales other than pursuant to asset sales
     permitted by Section 6.8(i) or (v), Borrower shall repay the
     Obligations in accordance with Section 1.10 by the amount of
     such Net Proceeds; provided, however, that if after repaying
     all outstanding Index Rate Advances and LIBO Rate Advances
     whose Interest Period ends on such repayment date there are
     LIBO Rate Advances then outstanding as to which any such
     prepayment would occur on a day prior to the last day of the
     Interest Period or Interest Periods applicable to such LIBO
     Rate Advances and (i) no Event of Default shall have occurred
     and be continuing on the date of receipt of such Net Proceeds
     and (ii) Borrower would be permitted on such date to borrow
     Advances under Section 2.2 in an aggregate amount at least
     equal to the amount of such Net Proceeds, Borrower shall be
     permitted to retain such remaining Net Proceeds until the
     last day of such Interest Period and shall repay the
     Revolving Credit Loan on such date by the amount of such Net
     Proceeds.

          1.3. Use of Proceeds.  Borrower shall use the proceeds
     of the Revolving Credit Advances for the refinancing of
     certain outstanding Indebtedness as provided in Section
     2.1(c), to provide for Letter of Credit Obligations and for
     general corporate purposes, and to pay any losses, costs or
     expenses payable by Borrower pursuant to Section 1.15(c).

<PAGE>
<PAGE>11
          1.4. Interest on Revolving Credit Advances.

               (a)  Borrower shall pay interest on the unpaid
     principal amount of each Revolving Credit Advance from the
     date of such Revolving Credit Advance until the principal
     amount thereof shall be paid in full, at a rate based on
     either the Index Rate or the LIBO Rate as follows:  (i) with
     respect to each Index Rate Advance, at a rate per annum equal
     to the Index Rate plus the Applicable Margin, payable monthly
     in arrears of the last day of each month commencing on or
     after the Closing Date and on the date such Revolving Credit
     Advance is repaid in full; and (ii) with respect to each LIBO
     Rate Advance, at a rate per annum equal at all times during
     the Interest Period therefor to the LIBO Rate for such
     Interest Period plus the Applicable Margin, payable in
     arrears on the last day of such Interest Period and on the
     date such Revolving Credit Advance is repaid in full;
     provided, however, that the Applicable Margin applicable to
     LIBO Rate Advances shall be subject to periodic adjustments
     after December 31, 1995, in accordance with the following
     criteria.

               Based on the Interest Coverage Ratio and Fixed
     Charge Coverage Ratio calculated based upon the information
     contained in Borrower's financial statements that are
     required to be delivered to Agent and Lenders in accordance
     with Section 4.1 (together with a certificate of a
     Responsible Officer certifying such calculations (each, an
     "Adjustment Certificate")) for the most recently ended Fiscal
     Quarter in the most recently ended four Fiscal Quarter
     period, the Applicable Margin for LIBO Rate Advances shall be
     adjusted to be as follows:



     If Interest         If Fixed Charge
     Coverage Ratio for  Coverage Ratio for
     previous four       previous four            Then
     Fiscal              Fiscal                   Applicable
     Quarter period is   Quarter period is        Margin is

     < 1.75 : 1          or   < 1.20 : 1          2.50%

     > or = 1.75 : 1     and  > or = 1.20 : 1     2.25%
     and < 2.50 : 1      and < 1.40 : 1

     > or = 2.50 : 1     and > or = 1.40 : 1      2.00%


     The adjustments set forth in this paragraph, if and when
     applicable, shall be made to the Applicable Margin for LIBO
     Rate Advances outstanding during the Fiscal Quarter
     commencing immediately following the date that is three (3)
     Business Days after Borrower shall have delivered to Agent
     the required financial statements and Adjustment Certificate
     showing the requisite Interest Coverage Ratio and Fixed
     Charge Coverage Ratio for the relevant four Fiscal Quarter
     period.
<PAGE>
<PAGE>12
     If any interest or other payment under this Agreement becomes
     due and payable on a day other than a Business Day, the
     maturity thereof shall be extended to the next succeeding
     Business Day and, with respect to payments of principal,
     interest thereon shall be payable at the then applicable rate
     during such extension.

               (b)  All computations of interest shall be made by
     Agent and on the basis of a three hundred and sixty (360) day
     year, in each case for the actual number of days occurring in
     the period for which such interest is payable.  Each
     determination by Agent of an interest rate hereunder shall be
     conclusive and binding for all purposes, absent manifest
     error or bad faith.  In the event Borrower fails to select an
     interest rate, the applicable Revolving Credit Advances shall
     bear interest at a rate based upon the Index Rate.  All
     outstanding Obligations other than the principal amount of
     the LIBO Rate Advances shall bear interest at the Index Rate.

               (c)  Upon the occurrence and during the continuance
     of any Default the interest rate applicable to all of the
     Obligations, including, without limitation, the Revolving
     Credit Loan, may in the sole discretion of Required Lenders
     be increased, effective upon notice to Borrower of such
     increase from Agent on behalf of Required Lenders, to the
     Default Rate, and shall be payable on demand; provided,
     however, that upon the occurrence of an Event of Default
     specified in Section 8.1(f), (g) or (h), the interest rate
     applicable to all of the Obligations shall be increased
     automatically to the Default Rate without the necessity of
     any action on the part of Required Lenders and shall be
     payable on demand.  Upon the occurrence and during the
     continuance of an Event of Default, Borrower shall not be
     permitted to select an interest rate based on the LIBO Rate
     or convert an Index Rate Advance to a LIBO Rate Advance.

               (d)  Notwithstanding anything to the contrary set
     forth in this Section 1.4, if, at any time until payment in
     full of all of the Obligations, the rate of interest payable
     hereunder exceeds the highest rate of interest permissible
     under any law which a court of competent jurisdiction shall,
     in a final determination, deem applicable hereto (the
     "Maximum Lawful Rate"), then in such event and so long as the
     Maximum Lawful Rate would be so exceeded, the rate of
     interest payable hereunder shall be equal to the Maximum
     Lawful Rate; provided, however, that if at any time
     thereafter the rate of interest payable hereunder is less
     than the Maximum Lawful Rate, Borrower shall continue to pay
     interest hereunder at the Maximum Lawful Rate until such time
     as the total interest received by each Lender from the making
     of Revolving Credit Advances hereunder is equal to the total
     interest which such Lender would have received had the
     interest rate payable hereunder been (but for the operation
     of this paragraph) the interest rate payable since the
     Closing Date as otherwise provided in this Agreement.
     Thereafter, the interest rate payable hereunder shall be the
     rate of interest provided in Sections 1.4(a) and (c) of this
     Agreement, unless and until the rate of interest again
<PAGE>
<PAGE>13
     exceeds the Maximum Lawful Rate, in which event this
     paragraph shall again apply.  In no event shall the total
     interest received by any Lender pursuant to the terms hereof
     exceed the amount which such Lender could lawfully have
     received had the interest due hereunder been calculated for
     the full term hereof at the Maximum Lawful Rate.  In the
     event the Maximum Lawful Rate is calculated pursuant to this
     paragraph, such interest shall be calculated at a daily rate
     equal to the Maximum Lawful Rate divided by the number of
     days in the year in which such calculation is made.  In the
     event that a court of competent jurisdiction, notwithstanding
     the provisions of this Section 1.4(d), shall make a final
     determination that a Lender has received interest hereunder
     or under any of the Loan Documents in excess of the Maximum
     Lawful Rate, such Lender shall, to the extent permitted by
     applicable law, promptly apply such excess first to any
     lawful interest due and not yet paid hereunder, then to the
     outstanding principal of the Obligations, then to Fees and
     any other unpaid Obligations and thereafter shall refund any
     excess to Borrower or as a court of competent jurisdiction
     may otherwise order.

               (e)  Notwithstanding any other provision of this
     Agreement, there shall not at any time be in effect (and
     Borrower shall not be entitled to select) more than five
     Interest Periods with respect to all outstanding LIBO Rate
     Advances.

          1.5. Eligible Accounts, Inventory and Equipment.

               (a)  Based on the most recent Borrowing Base
     Certificate delivered by Borrower to Agent and on other
     information available to Agent, Agent shall determine which
     Accounts are, in accordance with the terms hereof, "Eligible
     Accounts" for purposes of determining the amounts, if any, to
     be advanced to Borrower.

               (b)  Based on the most recent Borrowing Base
     Certificate delivered by Borrower to Agent and on other
     information available to Agent, Agent shall determine which
     Inventory is, in accordance with the terms hereof, "Eligible
     Inventory" for purposes of determining the amounts, if any,
     to be advanced to Borrower.

               (c)  Based on the most recent Borrowing Base
     Certificate delivered by Borrower to Agent and on other
     information available to Agent, Agent shall determine which
     Equipment is, in accordance with the terms hereof, "Eligible
     Equipment" for purposes of determining the amounts, if any,
     to be advanced to Borrower.

          1.6. Fees.  As compensation for Agent's and Lender's
     costs, skills, services and efforts incurred and expended in
     making the Revolving Credit Loan and the Letters of Credit
     available to Borrower, Borrower agrees to pay to Agent for
     its own account or the account of Lenders, as the case may
     be, the following fees and expenses and to Agent for its own
     account such other fees as are set forth in a separate fee
<PAGE>
<PAGE>14
     letter, dated November 3, 1995, between Borrower and Agent:

               (a)  an unused facility fee (the "Non-use Fee")
     payable to Agent for the ratable benefit of Lenders, subject
     to the provisions of Section 1.13(e), equal to one-half of
     one percent (0.5%) per annum on the average unused daily
     balance of the Lenders' Revolving Credit Commitments, payable
     in arrears (a) for the preceding calendar month, on the first
     day of each calendar month commencing January 2, 1996, and
     (b) on the Commitment Termination Date; provided, however,
     that for purposes of determining the Non-use Fee, 100% of the
     face amount of the Letter of Credit Obligations shall be
     deemed to be used for purposes of such calculation.  All
     computations of the foregoing fees shall be made by Agent and
     on the basis of a 360-day year, in each case for the actual
     number of days occurring in the period for which such fee is
     payable;

               (b)  a termination fee (the "Termination Fee")
     payable to Agent for the ratable benefit of Lenders, in an
     amount equal to one-half of one percent (0.5%) of the Maximum
     Revolving Credit Commitment, payable on the date of any
     termination of the Maximum Revolving Credit Commitment prior
     to the first anniversary of the Closing Date.  The
     Termination Fee shall also be payable upon any acceleration
     of the Revolving Credit Loan following an Intentional
     Default.  "Intentional Default" shall mean any action taken
     by any Loan Party or omission by any of them to take any
     action with the intent to create, and which shall have
     resulted in, an Event of Default; and

               (c)  (i) to Agent, or the Issuing Bank, as the case
     may be, as compensation for any Letter of Credit Obligations
     incurred by it, all reasonable or customary costs and
     expenses incurred by Agent or the Issuing Bank, as the case
     may be, on account of such Letter of Credit Obligations and
     (ii) to Agent for the account of Lenders, as compensation for
     any Letter of Credit Obligations incurred by Lenders, a
     letter of credit fee (the "Letter of Credit Fee") of one and
     one-half percent (1.5%) per annum (calculated on the basis of
     a 360-day year and actual days elapsed) on the face amount of
     all Letter of Credit Obligations incurred by them, payable in
     arrears (x) for the preceding calendar month, on the first
     Business  Day of the succeeding month, and (y) on the
     Commitment Termination Date; provided, however, that the
     Letter of Credit Fee shall be subject to periodic adjustments
     after December 31, 1995, in accordance with the following
     criteria.

               Based on the Interest Coverage Ratio and Fixed
     Charge Coverage Ratio calculated based upon the information
     contained in Borrower's financial statements that are
     required to be delivered to Agent and Lenders in accordance
     with Section 4.1 (together with an Adjustment Certificate)
     for the most recently ended Fiscal Quarter in the most
     recently ended four Fiscal Quarter period, the Letter of
     Credit Fee shall be adjusted to be as follows:

<PAGE>
<PAGE>15

     If Interest         If Fixed Charge          Then
     Coverage Ratio for  Coverage Ratio for       Applicable
     previous four       previous four            Letter of
     Fiscal              Fiscal                   Credit
     Quarter period is   Quarter period is        Fee is

     < 1.75 : 1          or   < 1.20 : 1          1.50%

     > or = 1.75 : 1     and  > or = 1.20 : 1     1.25%
     and < 2.50 : 1      and < 1.40 : 1

     > or = 2.50 : 1     and > or = 1.40 : 1      1.00%



     The adjustments set forth in this paragraph, if and when
     applicable, shall be made to the Letter of Credit Fee for the
     Fiscal Quarter commencing immediately following the date that
     is three (3) Business Days after Borrower shall have
     delivered to Agent the required financial statements and
     Adjustment Certificate showing the requisite Interest
     Coverage Ratio and Fixed Charge Coverage Ratio for the
     relevant four Fiscal Quarter period.

     Upon the occurrence and during the continuance of a Default,
     the Letter of Credit Fee may in the sole discretion of
     Required Lenders be increased, effective upon notice to
     Borrower of each increase from Agent on behalf of Required
     Lenders, to a per annum rate which is two percent (2.0%) per
     annum in excess of the rate that would otherwise be
     applicable, and shall be payable upon demand by Agent;
     provided, however, that upon the occurrence of an Event of
     Default specified in Sections 8.1(f), (g) or (h), the Letter
     of Credit Fee shall be increased automatically to the rate
     which is two percent (2.0%) per annum in excess of the
     otherwise applicable rate without the necessity of any action
     on the part of Required Lenders and shall be payable on
     demand.  The fees, costs and expenses provided for in this
     paragraph (c) are in addition to any fees, costs and expenses
     payable to the issuers of the Letters of Credit, all of which
     will be paid by Borrower and, if not otherwise paid by
     Borrower, will be charged to any accounts of Borrower
     maintained by Agent as Revolving Credit Advances.

          1.7. Cash Management System.  On or prior to the Closing
     Date, Borrower will establish and maintain until the Termina-
     tion Date, the cash management system described in Annex B.

          1.8. Receipt of Payments.  Borrower shall make each
     payment under this Agreement not later than 2:00 p.m. (New
     York City time) on the day when due in lawful money of the
     United States of America in immediately available funds to
     the Collection Account.  For purposes of computing interest
     and Fees and determining the amount of funds available for
     borrowing by Borrower pursuant to Section 1.1, (a) all
     payments (including cash sweeps) consisting of cash, wire, or
     electronic transfers in immediately available funds shall be
<PAGE>
<PAGE>16
     deemed received by Agent upon deposit in the Collection
     Account and notice to Agent of such deposit and (b) all
     payments consisting of checks, drafts, or similar non-cash
     items shall be deemed received upon receipt of good funds
     following deposit in the Collection Account (together with
     notice to Agent of such deposit).  Subject to Section 1.13,
     each payment received by Agent under this Agreement or any
     Revolving Credit Note for the account of any Lender shall be
     paid by Agent promptly to such Lender, in the same funds
     received, for application to the Revolving Credit Advances or
     other obligation in respect of which such payment is made.

          1.9. Pro Rata Treatment.  Except to the extent otherwise
     provided herein:  (i) each borrowing of Revolving Credit
     Advances from Lenders (including, without limitation, any
     Revolving Credit Advances pursuant to Section 1.13(b)) shall
     be incurred and made by the relevant Lenders, and each
     payment of Non-use Fees and the Termination Fee shall be made
     for the account of the relevant Lenders, pro rata according
     to the amounts of their respective Revolving Credit
     Commitments; provided, however, that payment of any Non-use
     Fees shall be subject to the provisions of Section 1.13(e);
     (ii) each payment or prepayment of principal of Revolving
     Credit Advances by Borrower shall be made for the account of
     the relevant Lenders pro rata in accordance with the
     respective unpaid principal amounts of the Revolving Credit
     Advances held by Lenders; and (iii) each payment of interest
     on Revolving Credit Advances by Borrower shall be made for
     the account of the relevant Lenders pro rata in accordance
     with the amounts of interest on such Revolving Credit
     Advances then due and payable to the respective Lenders.

          1.10.  Application and Allocation of Payments.  Borrower
     irrevocably waives the right to direct the application of any
     and all payments at any time or times hereafter received from
     or on behalf of Borrower, and Borrower irrevocably agrees
     that Agent and Lenders shall have the continuing exclusive
     right to apply any and all such payments against the then due
     and payable Obligations of Borrower and in repayment of the
     Revolving Credit Loan and the then due and payable Letter of
     Credit Obligations as Lenders may deem advisable.  In the
     absence of a specific determination by all Lenders with
     respect thereto, the same shall be applied in the following
     order:  (i) then due and payable Fees, expenses and other
     Obligations (including Revolving Credit Advances made by
     Agent in its capacity as Agent) owing to Agent; (ii) then due
     and payable Fees and expenses of Lenders; (iii) then due and
     payable interest payments on Revolving Credit Advances;
     (iv) then due and payable Obligations to Lenders other than
     Fees, expenses and interest and principal payments; (v) then
     due and payable principal payments on Advances; and (vi) to
     the extent there are no other Obligations then due and
     payable, to Borrower or its successors or assigns or as a
     court of competent jurisdiction may direct, it being
     understood, subject to Sections 1.2(b) and 8.2, that the
     foregoing clauses (i) through (vi) shall not require Borrower
     to cash collateralize the Letter of Credit Obligations.
     Notwithstanding any other provision of this Agreement, Agent
<PAGE>
<PAGE>17
     on behalf of Lenders is authorized to, and at its option may,
     make or cause to be made Revolving Credit Advances by Lenders
     on behalf of Borrower for payment of all Fees, expenses,
     charges, costs, principal, interest, or other Obligations
     then due and payable by Borrower under this Agreement or any
     of the Loan Documents, even if the making of such Revolving
     Credit Advance causes the outstanding balance of the
     Revolving Credit Loan to exceed the Borrowing Availability,
     and Borrower agrees that the making of any such Advance in
     excess of the Borrowing Availability shall constitute an
     automatic Event of Default unless Borrower repays such
     Advance within one (1) Business Day after demand by Agent.
     Any such Revolving Credit Advance shall be deemed to be a
     Revolving Credit Advance for purposes of this Agreement
     notwithstanding the fact that the conditions contained in
     Section 2.2 have not been satisfied with respect to such
     Revolving Credit Advance.

          1.11.  Non-Receipt of Funds by Agent.  Unless Agent
     shall have been notified by a Lender or Borrower ("Payor")
     prior to the date on which Payor is to make payment to Agent
     of (in the case of a Lender) the proceeds of a Revolving
     Credit Advance to be made by such Lender hereunder or (in the
     case of Borrower) a payment to Agent for account of one or
     more of Lenders hereunder (such payment being herein called
     the "Required Payment"), which notice shall be effective upon
     receipt, that Payor does not intend to make the Required
     Payment to Agent, Agent may assume that the Required Payment
     has been made and may, in reliance upon such assumption (but
     shall not be required to), make the amount thereof available
     to the intended recipient(s) on such date; and, if Payor has
     not in fact made the Required Payment to Agent, the
     recipient(s) of such payment shall, on demand, repay to Agent
     the amount so made available together with interest thereon
     in respect of each day during the period commencing on the
     date (the "Advance Date") such amount was so made available
     by Agent until the date Agent recovers such amount at a rate
     per annum equal to the Index Rate in the case of Borrower and
     the Federal Funds Rate in the case of a Lender for such day
     and, if such recipient(s) shall fail promptly to make such
     payment, Agent shall be entitled to recover such amount, on
     demand, from Payor, together with interest as aforesaid;
     provided, however, that if neither the recipient(s) nor Payor
     shall return the Required Payment to Agent within three (3)
     Business Days after notice from Agent of such Advance, then,
     retroactively to the Advance Date, Payor and the recipient(s)
     shall each be obligated to pay interest on the Required
     Payment as follows:

               (i)  if the Required Payment shall represent a
               payment to be made by Borrower to Lenders, Borrower and
               the recipient(s) shall each be obligated retroactively
               to the Advance Date to pay interest in respect of the
               Required Payment at the Default Rate (and, in case the
               recipient(s) shall return the Required Payment to Agent,
               without limiting the obligation of Borrower hereunder to
               pay interest to such recipient(s) at the Default Rate in
               respect of the Required Payment); and
<PAGE>
<PAGE>18
                   (ii)  if the Required Payment shall represent pro-

               ceeds of a Revolving Credit Advance to be made by
               Lenders to Borrower, Payor and Borrower shall (without
               duplication) each be obligated retroactively to the
               Advance Date to pay interest in respect of the Required
               Payment at the rate of interest provided for such
               Required Payment pursuant hereto (and, in case Borrower
               shall return the Required Payment to Agent, without
               limiting any claim Agent or Borrower may have against
               Payor in respect of the Required Payment).

     Nothing in this Section 1.11 or elsewhere in this Agreement
     or the other Loan Documents shall be deemed to require Agent
     to advance funds on behalf of any Lender or to relieve any
     Lender from its obligation to fulfill its Revolving Credit
     Commitment hereunder or to prejudice any rights that Agent or
     Borrower may have against any Lender as a result of any
     default by such Lender hereunder.

          1.12.  Sharing of Payments, Etc.

               (a)  Borrower agrees that, in addition to (and
     without limitation of) any right of set-off, banker's lien or
     counterclaim a Lender may otherwise have, each Lender shall
     be entitled, at its option (but subject, as between Lenders,
     to the provisions of the last sentence of Section 1.1(f)), to
     offset balances held by it for the account of Borrower at any
     of its offices, in Dollars or in any other currency, against
     any principal of or interest on any of such Lender's
     Revolving Credit Advances (including any such Advances deemed
     made by such Lender under Section 1.13(b)) or any other
     amount payable to such Lender hereunder, that in each of the
     foregoing events is not paid when due beyond any applicable
     grace period (regardless of whether such balances are then
     due to Borrower), in which case it shall promptly notify
     Borrower and Agent thereof; provided, however, that such
     Lender's failure to give such notice shall not affect the
     validity thereof.

               (b)  If any Lender shall obtain from Borrower
     payment of any principal of or interest on any Revolving
     Credit Advance owing to it or payment of any other amount
     under this Agreement or any Revolving Credit Note held by it
     or any other Loan Document through the exercise of any right
     of set-off, banker's lien or counterclaim or similar right or
     otherwise (other than from Agent as provided herein), and, as
     a result of such payment, such Lender shall have received a
     greater percentage of the principal of or interest on the
     Revolving Credit Advances or such other amounts then due
     hereunder or thereunder by Borrower to such Lender than the
     percentage received by any other Lender, it shall promptly
     pay to Agent, for the benefit of Lenders, the amount of such
     excess and simultaneously purchase from such other Lenders a
     participation in (or, if and to the extent specified by such
     Lender, direct interests in) the Revolving Credit Advances or
     such other amounts, respectively, owing to such other Lenders
     (or in interest due thereon, as the case may be) in such
<PAGE>
<PAGE>19
     amounts, and make such other adjustments from time to time as
     shall be equitable, to the end that all Lenders shall share
     the benefit of such excess payment (net of any expenses that
     may be incurred by such Lender in obtaining or preserving
     such excess payment) pro rata in accordance with the unpaid
     principal of and/or interest on Revolving Credit Advances or
     such other amounts, respectively, owing to each Lender.
     Amounts received by Agent under this paragraph shall be
     treated as a payment received from Borrower under Section
     1.10.  To such end all Lenders shall make appropriate
     adjustments among themselves (by the resale of participations
     sold or otherwise) if such payment is rescinded or must
     otherwise be restored.

               (c)  Borrower agrees that any Lender so purchasing
     such a participation (or direct interest) pursuant to Section
     1.12(b) may exercise, in a manner consistent with Section
     1.12(a), all rights of set-off, banker's lien, counterclaim
     or similar rights with respect to such participation as fully
     as if such Lender were a direct holder of Revolving Credit
     Advances or other amounts (as the case may be) owing to such
     Lender in the amount of such participation.

               (d)  Nothing contained herein shall require any
     Lender to exercise any such right or shall affect the right
     of any Lender to exercise, and retain the benefits of
     exercising, any such right with respect to any other
     indebtedness or obligation of Borrower.  If, under any
     applicable bankruptcy, insolvency or other similar law, any
     Lender receives a secured claim in lieu of a set-off to which
     this Section 1.12 applies, such Lender shall, to the extent
     practicable, assign such rights to Agent for the benefit of
     Lenders and, in any event, exercise its rights in respect of
     such secured claim in a manner consistent with the rights of
     Lenders entitled under this Section 1.12 to share in the
     benefits of any recovery on such secured claim.

          1.13.  Settlement Procedures.

               (a)  The Revolving Credit Loan balance may
     fluctuate from day to day from Agent's disbursement of funds
     to, and receipt of funds from, Borrower.  In order to
     minimize the frequency of transfers of funds between Agent
     and Lenders, Revolving Credit Advances in an aggregate amount
     not to exceed $5,000,000 may be made by Agent and payments in
     respect thereof will be settled according to the procedures
     set forth in this Section 1.13.  Notwithstanding these pro-
     cedures, each Lender's obligation to fund its portion of any
     Revolving Credit Advance made to Borrower will commence on
     the date such Advances are made.  Such payments will be made
     by each Lender without set-off, counterclaim or reduction of
     any kind.

               (b)  Notwithstanding anything to the contrary
     contained in this Agreement, Agent may elect, at its sole
     option, to fund the amount of any Revolving Credit Advance
     requested by Borrower in an aggregate amount not to exceed
     $5,000,000.  In the event Agent makes such election, such
<PAGE>
<PAGE>20
     Revolving Credit Advance made by Agent shall be deemed, and
     shall constitute, as of the date of making thereof, a
     Revolving Credit Advance made by each of Lenders in an amount
     equal to such Lender's pro rata share thereof, and each
     Lender shall be obligated to deliver to Agent such share of
     such Revolving Credit Advance on the Weekly Settlement Date
     in accordance with the procedure for weekly settlement set
     forth in Section 1.13(c) or as otherwise provided in Section
     1.13(d).  Notwithstanding anything to the contrary contained
     in this Agreement, for purposes of calculating interest
     payable to any Lender (i) Agent shall be deemed a "Lender"
     with respect to any outstanding Revolving Credit Advances
     funded by Agent; and (ii) the amount of Revolving Credit
     Advances of any Lender which are outstanding on any day shall
     be equal to the amount of such Lender's Revolving Credit
     Advances outstanding on such day (A) excluding any Revolving
     Credit Advances which have been funded entirely by Agent with
     respect to which such Lender has not funded its pro rata
     share and (B) including Revolving Credit Advances of such
     Lender which have been repaid by Borrower to Agent but not
     yet received by such Lender from Agent.

               (c)  Each Lender shall settle with Agent, upon
     Agent's request, on Thursday of each week (or on such other
     day of the week as may be designated from time to time by
     Agent) in each successive week (the "Weekly Settlement Date")
     based on the outstanding principal amount of Revolving Credit
     Advances as of the immediately preceding Business Day, on the
     net Revolving Credit Advances and payments since the date of
     the last settlement.  On each Weekly Settlement Date, prior
     to 12:00 Noon (New York City time), Agent shall notify each
     Lender by telephone or by telex, telecopy or other form of
     teletransmission of such Lender's pro rata share of the
     outstanding Revolving Credit Advances and the amount of the
     payment (or credit, as the case may be) necessary to adjust
     such Lender's outstanding Revolving Credit Advances to such
     Lender's pro rata share of such Advances as of such Weekly
     Settlement Date (on a net basis taking into account any funds
     in the Collection Account which Agent determines are avail-
     able).  Any such payment (or credit, as the case may be)
     shall be made by the party from which such payment is due to
     the other party, in same day funds, not later than 2:00 p.m.
     (New York City time) on such Weekly Settlement Date.  If any
     Lender shall, for any reason, not settle with Agent within
     one (1) Business Day after the Settlement Date, such Lender
     agrees to pay and Borrower agrees to repay, severally, to
     Agent forthwith on demand the amount due Agent on such
     Settlement Date together with interest thereon for each day
     from such Settlement Date until the day such amount is paid
     to Agent, at (a) in the case of such Lender, the Index Rate
     for the first three (3) days for which such amount remains
     unpaid and thereafter at the Index Rate plus the Applicable
     Margin, and (b) in the case of Borrower, the Index Rate plus
     the Applicable Margin.  If such Lender shall pay to Agent
     such corresponding amount, such amount so paid shall
     constitute such Lender's Revolving Credit Advance and, if
     both such Lender and Borrower shall have paid and repaid,
     respectively, such corresponding amount, Agent shall promptly
<PAGE>
<PAGE>21
     pay over to Borrower such corresponding amount in same day
     funds, but Borrower shall remain obligated for all interest
     thereon.

               (d)  As an alternative to the weekly settlement
     provided for in paragraph (c) above, Agent may elect at its
     sole option, to use the following same day settlement proc-

     edure for borrowings of Revolving Credit Advances.  Prior to
     12:00 Noon (New York City time) on any date specified for a
     borrowing of a Revolving Credit Advance in a Notice of
     Revolving Credit Advance, Agent may notify each Lender by
     telephone or by telex, telecopy or other form of
     teletransmission, of the requested Revolving Credit Advance.
     Not later than 2:00 p.m. (New York City time) on the date of
     such proposed Revolving Credit Advance, each Lender shall
     make available to Agent, in same day funds, to the Collection
     Account, such Lender's pro rata share of such Revolving
     Credit Advance.  Notwithstanding the foregoing, to the extent
     that there are available funds in the Collection Account,
     Agent may, at Agent's discretion, notify each Lender that
     such Lender's obligation to make available to Agent same day
     funds as provided in the preceding sentence shall be
     satisfied to the extent of its pro rata share out of such
     funds in the Collection Account, or such portion of such
     funds as Agent shall indicate are to be applied to fund such
     Revolving Credit Advance.

               (e)  Each Revolving Credit Advance made by Agent
     pursuant to Section 1.13(b) or (d) shall be made upon
     fulfillment of the applicable conditions precedent set forth
     in Section 2.  All such Revolving Credit Advances shall be
     made as Index Rate Loans.  Each Lender shall be entitled to
     receive its pro rata share of the Non-use Fee without giving
     effect to any such Revolving Credit Advances funded by Agent
     pursuant to Section 1.13(b) or (d) until such Lender has
     funded its pro rata share of such Revolving Credit Advances
     and Agent's pro rata share of the Non-use Fee shall be
     reduced accordingly while such Revolving Credit Advances are
     funded by Agent.  Agent shall be entitled to receive interest
     on any such Revolving Credit Advances funded by it pursuant
     to Section 1.13(b) or (d) until such time as Lenders shall
     have funded their pro rata shares of such Revolving Credit
     Advances.

               (f)  During the continuance of a Default under
     Section 8.1(f), (g) or (h), each Lender shall acquire,
     without recourse or warranty, an undivided participation in
     each Revolving Credit Advance funded by Agent pursuant to
     Section 1.13(b) and otherwise required to be repaid by such
     Lender pursuant to Section 1.13(b), which participation shall
     be in a principal amount equal to such Lender's pro rata
     portion of such Revolving Credit Advance, by paying to Agent
     on the date on which such Lender would otherwise have been
     required to make a payment in respect of such Revolving
     Credit Advance pursuant to Section 1.13(b), in immediately
     available funds, an amount equal to such Lender's pro rata
     portion of such Revolving Credit Advance.  If such amount is
<PAGE>
<PAGE>22
     not in fact made available to Agent on the date when the
     Revolving Credit Advance would otherwise be required to be
     made pursuant to Section 1.13(b), Agent shall be entitled to
     recover such amount on demand from that Lender together with
     interest accrued from such date at the Federal Funds Rate for
     three Business Days and thereafter at the rate of interest
     then applicable to the Revolving Credit Loan.  From and after
     the date on which any Lender purchases an undivided
     participation interest in a Revolving Credit Advance pursuant
     to this paragraph (f), Agent shall promptly distribute to
     such Lender such Lender's pro rata portion of all payments of
     principal and of interest on such Revolving Credit Advance,
     other than those received from a Lender pursuant to Section
     1.12 or this paragraph (f) or Section 1.13(c).  If any
     payment made by or on behalf of Borrower and received by
     Agent with respect to any Revolving Credit Advance is
     rescinded or must otherwise be returned by Agent for any
     reason, each Lender shall, upon notice to Agent, forthwith
     pay over to Agent an amount equal to such Lender's pro rata
     share of the payment so rescinded or returned based on the
     respective amounts paid in respect thereof to Lenders
     pursuant to Section 1.13(b).

          1.14.  Accounting.  Agent will provide a monthly
     accounting of transactions under the Revolving Credit Loan to
     Borrower.  Each and every such accounting shall (absent
     manifest error) be deemed final, binding and conclusive upon
     Borrower in all respects as to all matters reflected therein,
     unless Borrower, within 30 days after the date any such
     accounting is rendered, shall notify Agent in writing of any
     objection which Borrower may have to any such accounting,
     describing the basis for such objection with reasonable
     specificity.  In that event, only those items (the "disputed
     items") expressly objected to in such notice shall be deemed
     to be disputed by Borrower.  Agent's determination, based
     upon the facts available, of any disputed item shall (absent
     manifest error) be final, binding and conclusive on Borrower.

          1.15.  Indemnity.

               (a)  Borrower shall indemnify and hold Agent, each
     Lender and their respective Affiliates and their respective
     officers, directors, employees, attorneys and agents (each,
     an "Indemnified Person"), harmless from and against any and
     all suits, actions, costs, fines, deficiencies, penalties,
     proceedings, claims, damages, losses, liabilities and
     expenses (including reasonable attorneys' fees and
     disbursements and other costs of investigations or defense,
     including those incurred upon any appeal) (each, a "Claim")
     which may be instituted or asserted against or incurred by
     such Indemnified Person as the result of credit having been
     extended under this Agreement or any other Loan Document or
     in connection with or arising out of the transactions
     contemplated hereunder and thereunder, including any and all
     Environmental Liabilities and Costs; provided, however, that
     Borrower shall not be responsible to any such Indemnified
     Person (i) to the extent that any such losses, damages,
     liabilities or expenses are determined by a final non-
<PAGE>
<PAGE>23
     appealable judgment of a court of competent jurisdiction to
     be attributable solely to the gross negligence or willful
     misconduct of such Indemnified Person or (ii) to the extent
     that such losses, damages, liabilities or expenses are
     determined by a final non-appealable judgment of a court of
     competent jurisdiction to have arisen solely as the result of
     an action, suit or proceeding initiated by Borrower against
     such Indemnified Person which is resolved in a final non-
     appealable judgment by a court of competent jurisdiction
     unfavorably to such Indemnified Person.  NO INDEMNIFIED
     PERSON SHALL BE RESPONSIBLE OR LIABLE TO ANY OTHER PARTY
     HERETO, ANY SUCCESSOR, ASSIGNEE OR THIRD PARTY BENEFICIARY OF
     SUCH PERSON OR ANY OTHER PERSON ASSERTING CLAIMS DERIVATIVELY
     THROUGH SUCH PARTY, FOR INDIRECT, PUNITIVE, EXEMPLARY,
     INCIDENTAL OR CONSEQUENTIAL DAMAGES WHICH MAY BE ALLEGED AS A
     RESULT OF CREDIT HAVING BEEN EXTENDED UNDER THE LOAN
     DOCUMENTS.

     In any suit, proceeding or action brought by Agent or Lenders
     relating to any Account, Chattel Paper, Contract, General
     Intangible, Instrument, Equipment or Document for any sum
     owing thereunder, or to enforce any provision of any Account,
     Chattel Paper, Contract, General Intangible, Instrument or
     Document, Borrower shall save, indemnify and keep Agent and
     Lenders harmless from and against all expense, loss or damage
     suffered by reason of any defense, setoff, counterclaim,
     recoupment or reduction of liability whatsoever of the
     obligor thereunder arising out of a breach by Borrower of any
     obligation thereunder or arising out of any other agreement,
     indebtedness or liability at any time owing to, or in favor
     of, such obligor or its successors from Borrower, all such
     obligations of Borrower shall be and remain enforceable
     against, and only against, Borrower and shall not be
     enforceable against Agent or Lenders.

               (b)  Borrower hereby acknowledges and agrees that
     neither Agent nor any Lender (as of the date hereof) (i) is
     now or has ever been in control of any of the Subject
     Property or the affairs of any Loan Party, and (ii) has the
     capacity through the provisions of the Loan Documents to
     influence conduct with respect to the ownership, operation or
     management of any of the Subject Property.

               (c)  Borrower understands that in connection with
     Lenders' arranging to provide the LIBO Rate interest option
     with respect to the Revolving Credit Loan from time to time
     at the option of Borrower on the terms provided herein,
     Lenders may enter into funding arrangements with third
     parties ("Funding Arrangements") on terms and conditions
     which could result in substantial losses to such Lenders if
     such LIBO Rate funds do not remain outstanding at the
     interest rates provided herein for the entire Interest Period
     with respect to which the LIBO Rate has been fixed for the
     term of a Revolving Credit Advance.  Consequently, in order
     to induce Lenders to provide such LIBO Rate option on the
     terms provided herein and in consideration for the entering
     into by Lenders of Funding Arrangements from time to time in
     contemplation thereof, if any LIBO Rate funds are repaid in
<PAGE>
<PAGE>24
     whole or in part prior to the last day of such Interest
     Period therefor, with respect to LIBO Rate funds (whether
     such repayment is made pursuant to any provision of this
     Agreement or any other Loan Document or is the result of
     acceleration, by operation of law or otherwise), Borrower
     shall indemnify and hold harmless each Lender from and
     against and in respect of any and all losses, costs and
     expenses resulting from, or arising out of or imposed upon or
     incurred by such Lender by reason of the liquidation or
     reemployment of funds acquired or committed to be acquired by
     such Lender to fund such LIBO Rate option pursuant to the
     Funding Arrangements.  The amount of any losses, costs or
     expenses resulting in an obligation of Borrower to make a
     payment pursuant to the foregoing sentence shall not include
     any losses attributable to lost profit to Lenders but shall
     represent the excess, if any, of (A) such Lender's cost of
     borrowing the LIBO Rate funds pursuant to the Funding
     Arrangements over (B) the return to such Lender on its
     reinvestment of such funds; provided, however, that if any
     Lender terminates any Funding Arrangements in respect of the
     LIBO Rate funds as contemplated by the second sentence of
     this paragraph (c), the amount of such losses, costs and
     expenses shall include the cost to such Lender of such
     termination.  In reinvesting any funds borrowed by any Lender
     pursuant to the Funding Arrangements, such Lender shall take
     into consideration the remaining maturity of such borrowings.
     As promptly as practicable under the circumstances, each
     Lender shall provide Borrower with its written calculation of
     all amounts payable pursuant to the next preceding sentence,
     which calculation shall be conclusive absent manifest error.

          1.16.  Access; Confidentiality.

               (a)  Borrower shall:  (i) provide access during
     normal business hours to Agent and any of its officers,
     employees and agents, as frequently as Agent determines to be
     appropriate, upon reasonable advance notice (unless a Default
     shall have occurred and be continuing, in which event no
     notice shall be required and Agent and its officers,
     employees and agents shall have access at any and all times),
     to the properties and facilities of Borrower or any of its
     Subsidiaries; (ii) permit Agent and any of its officers,
     employees and agents to inspect, audit and make extracts from
     all of Borrower's and its Subsidiaries' records, files and
     books of account; and (iii) subject to the terms of the Fee
     Letter, permit Agent and any of its officers, employees and
     agents on behalf of Lenders, upon prior notice to Borrower
     (unless a Default shall have occurred and be continuing, in
     which event no notice shall be required and Agent and its
     officers, employees and agents shall be permitted to inspect,
     audit and make such extracts at any and all times) to conduct
     audits to inspect, review and evaluate the Collateral, and
     Borrower agrees to render to Agent at Borrower's cost and
     expense, such clerical and other assistance as may be
     reasonably requested with regard thereto; provided, however,
     that Borrower shall be permitted to have a representative of
     Borrower present during any such visit, inspection or audit
     by Agent or Agent's officers, employees or agents, it being
<PAGE>
<PAGE>25
     understood that Borrower's right to have a representative
     present shall not result in a delay of any such visit,
     inspection or audit.  Borrower shall, and shall cause each of
     its Subsidiaries to, make available to Agent and its counsel,
     as quickly as practicable under the circumstances, originals
     or copies of all books, records, board minutes, contracts,
     insurance policies, environmental audits, business plans,
     files, financial statements (actual and pro forma), filings
     with federal, state and local regulatory agencies, and other
     instruments and documents which Agent may reasonably request.
     Borrower shall deliver any document or instrument reasonably
     necessary for Agent, as it may from time to time reasonably
     request, to obtain records from any service bureau or other
     Person which maintains records for Borrower, and shall
     maintain duplicate records or supporting documentation on
     media, including, without limitation, computer tapes and
     discs owned by Borrower.  Upon notice from Agent, Borrower
     shall instruct its certified public accountants and its
     banking and other financial institutions to make available to
     Agent such information and records as Agent may reasonably
     request.

               (b)  Agent and each Lender shall use reasonable,
     good faith efforts to maintain as confidential any
     information (other than any public information) supplied to
     them hereunder or under any other Loan Document (the
     "Confidential Information") on the following terms and
     conditions:  (i) Agent and each Lender may disclose any
     Confidential Information (x) only on a confidential and
     "need-to-know" basis to Agent's or such Lender's outside
     agents and consultants (including attorneys and accountants);
     (y) to directors, officers and employees of Agent or such
     Lender, and (z) to other employees of other Affiliates or
     Subsidiaries of Agent or such Lender, but only on a
     confidential and "need-to-know" basis; (ii) Agent or any
     Lender may release or disclose without liability of any kind
     any Confidential Information in its possession if such
     release or disclosure is (w) reasonably believed by it to be
     compelled by any court decree, subpoena, or other legal or
     administrative order or process, provided that Borrower shall
     be given prior notice of any such release or disclosure,
     (x) in the opinion of its counsel, otherwise required by law,
     (y) in the opinion of its counsel, necessary or appropriate
     in connection with any litigation or other proceeding having
     its or any of its Affiliates as a party thereto or (z) to
     assignees or participants or potential assignees or
     participants who agree to be bound by the provisions of this
     Section 1.16(b).  In no event shall Agent or any Lender or
     any of their respective Affiliates be liable for any
     indirect, punitive, exemplary, or consequential damages
     resulting from any release or disclosure of Confidential
     Information; and (iii) this Section 1.16(b) relates only to
     Confidential Information disclosed by Borrower or any of its
     Subsidiaries to Agent or any Lender.  Any disclosure made by
     Borrower or its Subsidiaries to any Affiliate of Agent or any
     Lender, or any of their respective divisions or other
     Subsidiaries shall be outside the scope of this Section
     1.16(b) and shall be confidential or not as the party by whom
<PAGE>
<PAGE>26
     and the Person to whom such disclosures are made may agree.
     Neither Agent nor any Lender shall be precluded from
     disclosing or making use of any information (w) which is not
     Confidential Information, (x) of which it was aware or which
     was in its possession prior to any disclosure to it by
     Borrower, (y) which subsequently comes into its possession
     from sources independent of Borrower or Agent and is not
     subject to an obligation of confidentiality of which Agent or
     such Lender is aware, or (z) which was or is independently
     developed by Agent or such Lender.  Agent and each Lender
     shall use the same standard of care in safeguarding
     Confidential Information as it employs in protecting its own
     proprietary information which it desires not to disseminate
     or publish.  Agent and each Lender shall advise any outside
     agent or consultant receiving any Confidential Information of
     the confidential nature of the material disclosed and the
     purpose for which it is disclosed, but neither Agent nor any
     Lender shall be liable for any misappropriation or misuse of
     such information by such Person other than that occasioned by
     its own gross negligence or wilful misconduct as determined
     by a final nonappealable judgment of a court of competent
     jurisdiction.  Any Confidential Information given to Agent or
     any Lender shall cease to be restricted or covered by this
     Section 1.16(b), (i) the date two years after the Termination
     Date, or (ii) once it has or is deemed to have entered into
     the public domain or become known to the public or third
     Persons from a source other than through or under Agent or
     any Lender.

          1.17.  Taxes.

               (a)  Any and all payments by or on behalf of
     Borrower hereunder or under the Revolving Credit Notes, or
     any other Loan Document, shall be made, in accordance with
     this Section 1.17, free and clear of and without deduction
     for any and all present or future Taxes.  If Borrower shall
     be required by law to deduct any Taxes from or in respect of
     any sum payable hereunder or under the Revolving Credit Notes
     or any other Loan Document to Agent or any Lender, (i) the
     sum payable shall be increased as may be necessary so that
     after making all required deductions (including deductions
     applicable to additional sums payable under this Section
     1.17) Agent or such Lender receives an amount equal to  the
     sum it would have received had no such deductions been made,
     (ii) Borrower shall make such deductions, and (iii) Borrower
     shall pay the full amount deducted to the relevant taxing or
     other authority in accordance with applicable law.

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

               (c)  Borrower shall indemnify and pay, within ten
     days of demand therefor, Agent and each Lender for the full
     amount of Taxes or Other Taxes (including without limitation,
<PAGE>
<PAGE>27
     any Taxes or Other Taxes imposed by any jurisdiction on
     amounts payable under this Section 1.17) paid by Agent or
     such Lender and any liability (including penalties, interest
     and expenses) arising therefrom or with respect thereto,
     whether or not such Taxes or Other Taxes were correctly or
     legally asserted.

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

               (e)  If any Lender subsequently receives from a
     taxing authority a refund of any Tax or Other Tax previously
     paid by Borrower and for which Borrower has indemnified
     Lender pursuant to this Section 1.17, such Lender shall
     within 30 days after receipt of such refund, and to the
     extent permitted by applicable law, pay to Borrower the net
     amount of any such refund after deducting taxes and expenses
     attributable thereto.

               (f)  Each Lender (or assignee) which is organized
     outside the United States shall so notify Borrower thereof
     and shall also promptly notify Borrower of any change in its
     funding office and shall in each case deliver to Borrower
     such certificates, documents or other evidence, as required
     by the IRC or Treasury Regulations issued pursuant thereto,
     including IRS Form 1001 or Form 4224 or any other certificate
     or statement of exemption required by Treasury Regulation
     Section 1.1441-1(a) or Section 1.1441-6(c) or any subsequent
     version thereof, properly completed and duly executed by such
     Lender (or assignee) establishing that such payment is
     (i) not subject to withholding under the IRC because such
     payment is effectively connected with the conduct by such
     Lender (or assignee) of a trade or business in the United
     States or (ii) totally exempt from United States tax under a
     provision of an applicable tax treaty.  Unless Borrower and
     Agent have received forms or other documents reasonably
     satisfactory to them indicating that payments hereunder or
     under the Revolving Credit Notes are not subject to United
     States withholding tax or are subject to such tax at a rate
     reduced by an applicable tax treaty, Borrower or Agent shall
     withhold taxes from such payments at the applicable statutory
     rate in the case of payments to or for any Lender (or
     assignee) organized under the laws of a jurisdiction outside
     the United States.

               (g)  Borrower shall not be required to pay any
     additional amounts to any Lender (or assignee) in respect of
     United States withholding tax pursuant to paragraph (a) above
     if the obligation to pay such additional amounts would not
     have arisen but for a failure by such Lender (or assignee) to
     comply with the provisions of paragraph (f) above other than
     by reason of (i) a change in applicable law, regulation or
     official interpretation thereof or (ii) an amendment,
     modification or revocation of any applicable tax treaty or a
     change in official position regarding the application or
<PAGE>
<PAGE>28
     interpretation thereof, in each case after the Closing Date
     (and in the case of an assignee, after the date of assignment
     or transfer).

               (h)  If, as a result of an event described in
     subparagraph (i) or (ii) of paragraph (g) after the Closing
     Date (or, in the case of an assignee, after the date of
     assignment or transfer), a Lender (or assignee) (i) is unable
     to provide to Borrower a form otherwise required to be
     delivered by it pursuant to paragraph (f) above, or
     (ii) makes any payment or becomes liable to make any payment
     on account of any Taxes with respect to payments by Borrower
     hereunder, Borrower may, at its option, continue to make
     payments to such Lender (or assignee) under the terms of this
     Agreement and the applicable Revolving Credit Note, which
     payments shall be made in accordance with paragraph (a)
     above.  If Borrower exercises its option under subparagraph
     (B) of this paragraph (h), any such Lender (or assignee)
     agrees to take such steps as reasonably may be available to
     it under applicable tax laws and any applicable tax treaty or
     convention (including, if legally available, furnishing such
     certificate) to obtain an exemption from, or reduction (to
     the lowest applicable rate) of, such Taxes, except to the
     extent that taking such a step would be disadvantageous to
     such Lender (or assignee).

          1.18.  Capital Adequacy; Increased Costs; Illegality.

               (a)  Borrower shall pay directly to each Lender
     from time to time on request such amounts as such Lender may
     reasonably determine to be necessary to compensate such
     Lender for any costs that it reasonably determines are
     attributable to the maintenance by such Lender, pursuant to
     any law or regulation or any interpretation, directive or
     request (whether or not having the force of law and whether
     or not failure to comply therewith would be unlawful) of any
     court or governmental or monetary authority (i) following any
     Regulatory Change or (ii) implementing after the date hereof
     any risk-based capital guideline or other capital requirement
     (whether or not having the force of law and whether or not
     the failure to comply therewith would be unlawful) heretofore
     or hereafter issued by any Governmental Authority in respect
     of such Lender's Revolving Credit Commitment, Revolving
     Credit Advances or incurrence of Letter of Credit Obligations
     hereunder (such compensation to include, without limitation,
     an amount equal to any reduction of the rate of return on
     assets or equity of such Lender to a level below that which
     such Lender could have achieved but for such law, regulation,
     interpretation, directive or request).

               (b)  If, due to either (i) the introduction of or
     any change in or in the interpretation of any law or regula-
     tion or (ii) the compliance with any guideline or request
     from any central bank or other Governmental Authority
     (whether or not having the force of law), there shall be any
     increase in the cost to any Lender of agreeing to make or
     making, funding or maintaining any Revolving Credit Advance
     or portion thereof bearing interest based on the LIBO Rate,
<PAGE>
<PAGE>29
     then Borrower shall from time to time, upon demand by such
     Lender in accordance with paragraph (d) below, pay to Agent
     for the account of such Lender additional amounts sufficient
     to compensate such Lender for such increased cost.  Each
     Lender agrees that, as promptly as practicable after it
     becomes aware of any circumstances referred to in clause (i)
     or (ii) above which would result in any such increased cost
     to such Lender, such Lender shall, to the extent not
     inconsistent with such Lender's internal policies of general
     application, use reasonable commercial efforts to minimize
     costs and expenses incurred by it and payable to it by
     Borrower pursuant to this Section 1.18(b).

               (c)  Notwithstanding anything to the contrary con-

     tained herein, if the introduction of or any change in or in
     the interpretation of any law or regulation shall make it
     unlawful, or any central bank or other Governmental Authority
     shall assert that it is unlawful, for any Lender to agree to
     make or to make or to continue to fund or maintain any
     Revolving Credit Advance bearing interest based on the LIBO
     Rate, then, unless such Lender is able to agree to make or to
     continue to fund or to maintain such Revolving Credit Advance
     which bears interest based on the LIBO Rate at another branch
     or office of such Lender without, in such Lender's opinion,
     adversely affecting it or its Revolving Credit Advances or
     the income obtained therefrom, on notice thereof and demand
     therefor by such Lender to Borrower in accordance with
     paragraph (d) below, (i) the obligation of such Lender to
     agree to make or to make or to continue to fund or maintain
     Revolving Credit Advances or any portion thereof bearing
     interest based on the LIBO Rate shall terminate and
     (ii) Borrower shall forthwith prepay in full all outstanding
     Revolving Credit Advances or any portions thereof then
     bearing interest based on the LIBO Rate, together with
     interest accrued thereon (but without any penalty for such
     prepayment, except as provided in Section 1.15(c)), of such
     Lender unless Borrower, within five Business Days after the
     delivery of such notice and demand, converts each such
     Revolving Credit Advance into a Revolving Credit Advance
     bearing interest based on the Index Rate.

               (d)  Each Lender shall notify Borrower of any event
     occurring after the date of this Agreement entitling such
     Lender to compensation under this Section 1.18 as promptly as
     practicable after such Lender obtains actual knowledge
     thereof; provided that if any Lender fails to give such
     notice within 90 days after it obtains actual knowledge of
     such an event, such Lender shall, with respect to
     compensation payable pursuant to this Section 1.18 in respect
     of any costs resulting from such event, only be entitled to
     payment under this Section 1.18 for costs incurred from and
     after the date 90 days prior to the date that such Lender
     does give such notice.  Each Lender will furnish to Borrower
     a certificate setting forth the basis and amount of each
     request by such Lender for compensation under this
     Section 1.18.  Determinations and allocations by any Lender
     for purposes of this Section 1.18 of the effect of any
<PAGE>
<PAGE>30
     Regulatory Change pursuant to or of capital maintained
     pursuant to this Section 1.18, on its costs or rate of return
     of maintaining Revolving Credit Advances or its Revolving
     Credit Commitment, and of the amounts required to compensate
     such Lender under this Section 1.18, shall be conclusive
     absent manifest error.

          1.19.  Letters of Credit.  Subject to the terms and
     conditions of this Agreement, Borrower shall have the right
     to request, and Agent and the Issuing Bank agree to incur,
     the Letter of Credit Obligations in accordance with the terms
     and conditions set forth in Annex F.

          1.20.  Single Loan. The Revolving Credit Loan, all
     Revolving Credit Advances, the Letter of Credit Obligations,
     if any, and all of the other Obligations of Borrower arising
     under this Agreement and the other Loan Documents shall
     constitute one general obligation of Borrower secured, until
     the Termination Date, by all of the Collateral.


     2.   CONDITIONS PRECEDENT

          2.1. Conditions to the Initial Revolving Credit Advance
     and/or the Initial Letter of Credit Obligation.

          Notwithstanding any other provision of this Agreement
     and without affecting in any manner the rights of Agent or
     any Lender hereunder, Borrower shall have no rights under
     this Agreement (but shall have all applicable obligations
     hereunder), and Agent and Lenders shall not be obligated to
     make any Revolving Credit Advances, and GE Capital or the
     Issuing Bank, as the case may be, shall not be obligated to
     incur any Letter of Credit Obligations, or to take, fulfill,
     or perform any other action hereunder until the following
     conditions have been fulfilled to the reasonable satisfaction
     of Agent (and to the extent specified below, of Lenders):

               (a)  This Agreement or counterparts thereof shall
     have been duly executed by, and delivered to, Borrower, Agent
     and each Lender.

               (b)  Agent and Lenders shall have received such
     documents, instruments, certificates, opinions and agreements
     as Agent shall reasonably request in connection with the
     transactions contemplated by this Agreement, including all
     documents, instruments, agreements and other materials listed
     in the Schedule of Closing Documents, each in form and
     substance satisfactory to Agent and Required Lenders.

               (c)  Agent shall have received evidence
     satisfactory to Agent that all Indebtedness and other
     obligations of Borrower and its Subsidiaries, including all
     outstanding letters of credit, under the Override Agreement
     and the CIT Facility (as in effect immediately prior to the
     Closing Date) will be paid in full from the proceeds of the
     initial Revolving Credit Advances or the initial Letter of
     Credit Obligation or other available sources of funds (and in
<PAGE>
<PAGE>31
     the case of such outstanding letters of credit, new
     replacement letters of credit or back to back letters of
     credit, as the case may be, shall be issued in respect
     thereof and guarantees by GE Capital with respect thereto
     shall have been executed as necessary) and all Liens upon any
     of the property (including any cash collateral) of Borrower
     or any Subsidiary thereof in favor of the collateral agent
     under the Override Agreement and CIT under the CIT Facility
     shall be terminated and released immediately upon such
     payment or issuance of such replacement or back to back
     letters of credit, as the case may be.

               (d)  Agent shall have received evidence
     satisfactory to Agent that Borrower has obtained consents and
     acknowledgments of all Persons whose consents and
     acknowledgments may be required, including, but not limited
     to, all requisite Governmental Authorities, to the terms and
     to the execution and delivery, of this Agreement and the
     other Loan Documents and the consummation of the transactions
     contemplated hereby and thereby.

               (e)  Agent shall have received evidence
     satisfactory to Agent that the insurance policies provided
     for in Section 3.18 and Annex E are in full force and effect,
     together with appropriate evidence showing a loss payable
     and/or additional insured clauses or endorsements, as
     appropriate, in favor of Agent and Lenders in form and
     substance satisfactory to Agent.

               (f)  Payment by Borrower to Agent for its account
     and the account of Lenders, as the case may be, of all Fees,
     costs, and expenses of closing (including fees and expenses
     of consultants and counsel to Agent presented as of the
     Closing Date).

               (g)  No action, proceeding, investigation, regula-

     tion or legislation shall have been instituted, threatened or
     proposed before any court, governmental agency or legislative
     body to enjoin, restrain or prohibit, or to obtain damages in
     respect of, or which is related to or arises out of this
     Agreement or any of the other Loan Documents or the consumma-

     tion of the transactions contemplated hereby and thereby and
     which, in Agent's sole judgment, would make it inadvisable to
     consummate the transactions contemplated by this Agreement or
     any of the other Loan Documents.

               (h)  Agent shall be satisfied, in its sole judgment
     reasonably exercised, with the terms of the proposed
     transaction as well as the corporate, capital, tax, legal and
     management structure of each Loan Party, and shall be
     satisfied, in its sole judgment exercised reasonably, with
     the nature and status of all contractual obligations,
     securities, labor, tax, ERISA, employee benefit,
     environmental, health and safety matters, in each case,
     involving or affecting any Loan Party.

<PAGE>
<PAGE>32
               (i)  Since September 30, 1995, there has been
     (i) no Material Adverse Effect, (ii) no litigation which
     could reasonably be expected to have a Material Adverse
     Effect, (iii) no information or analyses which result in a
     material change in Agent's understanding of Borrower or the
     proposed transaction, (iv) no material increase in
     liabilities, liquidated or contingent, and no material
     decrease in assets of Borrower, and (v) no material adverse
     change in the leveraged finance bank market.

               (j)  After giving effect to the transactions
     contemplated hereby, on a pro forma basis including any
     initial Letter of Credit Obligation incurred on the Closing
     Date and all related expenses, Borrower shall have
     unrestricted cash on hand equal to at least $20,000,000;
     provided, however, that no Revolving Credit Advances shall be
     outstanding.

          2.2. Further Conditions to Each Revolving Credit Advance
     and Each Incurrence of a Letter of Credit Obligation.  It
     shall be a further condition to the funding of the initial
     and each subsequent Revolving Credit Advance and the
     incurrence by GE Capital or the Issuing Bank, as the case may
     be, of the initial and each subsequent Letter of Credit
     Obligation, if any, that the following statements shall be
     true on the date of each such funding, advance or incurrence,
     as the case may be:

               (a)  Each Loan Party's representations and
     warranties contained herein or in any of the Loan Documents
     shall be true and correct on and as of the Closing Date and
     the date on which each such Revolving Credit Advance is made
     or any Letter of Credit Obligation, if any, is incurred, as
     though made on or incurred on and as of such date, except to
     the extent that any such representation or warranty expressly
     relates to an earlier date (provided that any such
     representation or warranty given as of the date hereof shall
     also be true and correct on and as of the Closing Date) and
     except for changes therein permitted or contemplated by this
     Agreement.

               (b)  No event shall have occurred and be
     continuing, or would result from the making of any Revolving
     Credit Advance or the incurrence of any Letter of Credit
     Obligation, as the case may be, which constitutes a Default
     or Event of Default.

               (c)  After giving effect to such Revolving Credit
     Advance or the incurrence of such Letter of Credit
     Obligation, as the case may be, (i) the aggregate principal
     amount of the Revolving Credit Loan shall not exceed the
     lesser of (x) the Maximum Revolving Credit Commitment less
     the outstanding Letter of Credit Obligations and (y) the
     Borrowing Base, and (ii) the aggregate outstanding Letter of
     Credit Obligations shall not exceed the lesser of
     (x) $60,000,000 and (y) the Maximum Revolving Credit
     Commitment less the outstanding Revolving Credit Loan,
     provided that the Borrowing Base less the Revolving Credit
<PAGE>
<PAGE>33
     Loan shall not be a negative number.

     The request and acceptance by Borrower of the proceeds of any
     Revolving Credit Advance, and the request by Borrower for the
     incurrence by GE Capital, or the Issuing Bank, as the case
     may be, of Letter of Credit Obligations, as the case may be,
     shall be deemed to constitute, as of the date of such request
     or acceptance, (i) a representation and warranty by Borrower
     that the conditions in this Section 2.2 (and, in the case of
     the initial Revolving Credit Advance and/or Letter of Credit
     Obligation made or incurred on the Closing Date, Section 2.1)
     have been satisfied and (ii) a confirmation by Borrower of
     the granting and continuance of Agent's Liens pursuant to the
     Collateral Documents.


     3.   REPRESENTATIONS AND WARRANTIES

          To induce Agent and Lenders to enter into this Agreement
     and incur any obligations hereunder, Borrower represents and
     warrants to Agent and Lenders that:

          3.1. Corporate Existence; Compliance with Law.
     (i) Borrower and each Material Subsidiary is a corporation
     duly organized, validly existing and in good standing under
     the laws of the jurisdiction of its incorporation and is duly
     qualified to do business and is in good standing in each
     other jurisdiction where its ownership or lease of property
     or the conduct of its business requires such qualification
     and where any failure to so qualify, individually or in the
     aggregate, could reasonably be expected to have a Material
     Adverse Effect; (ii) Borrower and each Material Subsidiary
     has the requisite corporate power and authority and the legal
     right to own, pledge, mortgage or otherwise encumber and
     operate its properties, to lease the property it operates
     under lease, and to conduct its business as now, heretofore
     and proposed to be conducted; (iii) each Loan Party has all
     licenses, permits, consents or approvals from or by, and has
     made all filings with, and has given all notices to, all
     Governmental Authorities having jurisdiction, to the extent
     required for such ownership, operation and conduct other than
     those licenses, permits, consents, approvals, filings or
     notices which the failure to obtain, make or give,
     individually or in the aggregate, could not reasonably be
     expected to result in a  Material Adverse Effect;
     (iv) Borrower and each Material Subsidiary is in compliance
     with its certificate or articles of incorporation and
     by-laws; and (v) each Loan Party is in compliance in all
     respects with all applicable provisions of law other than
     those provisions of law any failure to comply with,
     individually or in the aggregate, could not reasonably be
     expected to result in a Material Adverse Effect.

          3.2. Executive Offices; Corporate or Other Names.  The
     current locations of Borrower's and each Material
     Subsidiary's executive offices and principal place of
     business is set forth in Schedule 3.2, and, as of the date
     hereof, except as set forth on Schedule 3.2, such location
<PAGE>
<PAGE>34
     has not changed during the preceding twelve months.  During
     the five years prior to the date hereof, except as set forth
     on Schedule 3.2, neither Borrower nor any Material Subsidiary
     has been known as or used any corporate, fictitious or trade
     name, other than its current corporate name.

          3.3. Corporate Power; Authorization; Enforceable
     Obligations.  The execution, delivery and performance by
     Borrower and each Material Subsidiary of the Loan Documents
     and all other instruments and documents to be delivered by
     Borrower or such Material Subsidiary hereunder and thereunder
     to the extent it is a party thereto and the creation of all
     Liens provided for herein and therein:  (i) are within
     Borrower's or such Material Subsidiary's corporate power;
     (ii) have been duly authorized by all necessary corporate and
     shareholder action; (iii) are not in contravention of any
     provision of Borrower's or such Material Subsidiary's
     certificate or articles of incorporation or by-laws or other
     organizational documents; (iv) will not violate any law or
     regulation, or any order or decree of any court or
     governmental instrumentality; (v) will not conflict with or
     result in the breach or termination of, constitute a default
     under or accelerate any performance required by, the Senior
     Note Indenture, the Subordinated Indenture, any Material
     Contract or any other indenture, mortgage, deed of trust,
     lease, agreement or other instrument to which Borrower or any
     Material Subsidiary is a party or by which any Loan Party or
     any of its property is bound other than any such conflicts,
     breaches or terminations which, individually or in the
     aggregate, could not reasonably be expected to result in a
     Material Adverse Effect; (vi) will not result in the creation
     or imposition of any Lien upon any of the property of
     Borrower or any Material Subsidiary other than those in favor
     of Agent or Lenders, all pursuant to the Loan Documents; and
     (vii) do not require the consent or approval of any Govern-
     mental Authority or any other Person, except those referred
     to in Section 2.1(d), all of which will have been duly
     obtained, made or complied with prior to the Closing Date and
     which are in full force and effect, other than any such
     consents or approvals which the failure to obtain,
     individually or in the aggregate, could not reasonably be
     expected to have a Material Adverse Effect.  At or prior to
     the Closing Date, each of the Loan Documents shall have been
     duly executed and delivered for the benefit of or on behalf
     of Borrower and each shall then constitute a legal, valid and
     binding obligation of Borrower, enforceable against Borrower
     in accordance with its terms, subject to applicable
     bankruptcy, insolvency, fraudulent conveyance,
     reorganization, moratorium and similar laws affecting
     creditors' rights and remedies generally.

          3.4. Financial Statements and Projections.

               (a)  All of the following consolidated balance
     sheets and statements of income, retained earnings and cash
     flows of Borrower and its Subsidiaries, copies of which have
     been furnished to Agent and Lenders prior to the date of this
     Agreement, have been, except as noted therein, prepared in
<PAGE>
<PAGE>35
     conformity with GAAP consistently applied throughout the
     periods involved and as of the date hereof present fairly in
     all material respects the consolidated financial position,
     results of operations and cash flows of Borrower and its
     Subsidiaries at the dates thereof and for the periods then
     ended (as to the unaudited interim financial statements,
     subject to normal year-end audit adjustments):

               (i)  the unaudited consolidated balance sheet of
               Borrower and its Subsidiaries as at September 30, 1995,
               and the related consolidated statements of income,
               retained earnings and cash flows for the nine-month
               period ended on such date; and

                   (ii)  the audited consolidated balance sheet of
               Borrower and its Subsidiaries as at December 31, 1994,
               and the related consolidated statements of income,
               retained earnings and cash flows for the year then
               ended, with the opinion thereon of Arthur Andersen LLC.

               (b)  Borrower, as of September 30, 1995, had no
     obligations, contingent liabilities or liabilities for
     Charges, long-term leases or unusual forward or long-term
     commitments which are not reflected in the Quarterly Report
     on Form 10-Q of Borrower for the Fiscal Quarter ended
     September 30, 1995 and which could reasonably be expected to
     have a Material Adverse Effect and are not otherwise
     disclosed in this Agreement.

               (c)  The projections of Borrower's (i) monthly
     operating budgets on a consolidated basis for the year ending
     December 31, 1996 and (ii) annual operating budgets on a
     consolidated basis, consolidated results of operations and
     cash flows for the fiscal years ending on December 31, 1996
     through December 31, 1998 (the "Projections"), copies of
     which have been delivered to Agent and Lenders, disclose all
     material assumptions made with respect to general economic,
     financial and market conditions in formulating such
     Projections.  As of the date hereof, to the knowledge of
     Borrower no facts exist which would likely result in any
     material change in any of such Projections.  To the best of
     Borrower's knowledge, as of the date hereof the Projections
     are based upon reasonable estimates and assumptions, all of
     which are fair in light of known current conditions, have
     been prepared on the basis of the assumptions stated therein,
     and reflect the reasonable estimate of Borrower of the
     results of operations and other information projected
     therein.

               (d)  As of the date hereof, no information
     contained in this Agreement, the other Loan Documents, the
     Annual Report on Form 10-K of Borrower for the Fiscal Year
     ended December 31, 1994, the Quarterly Reports on Form 10-Q
     of Borrower for the Fiscal Quarters ended March 31, June 30
     and September 30, 1995 or any written statement furnished by
     or on behalf of any Loan Party or any Affiliate thereof
     pursuant to the terms of this Agreement or any other Loan
     Document, which has previously been delivered to Agent or any
<PAGE>
<PAGE>36
     Lender, contains any untrue statement of a material fact or
     omits to state a material fact necessary to make the
     statements contained herein or therein not misleading in
     light of the circumstances under which they were made.

          3.5. Material Adverse Change; Solvency.  As of the date
     hereof, neither Borrower nor any Subsidiary thereof has any
     obligations, contingent liabilities, or liabilities for
     Charges, long-term leases or unusual forward or long-term
     commitments which are not reflected in the Quarterly Report
     on Form 10-Q of Borrower for the Fiscal Quarter ended
     September 30, 1995 and which, individually or in the
     aggregate, could reasonably be expected to result in a
     Material Adverse Effect and which are not otherwise disclosed
     in this Agreement.  As of the date hereof, except as
     otherwise permitted hereunder or as set forth on Schedule
     3.5, from September 30, 1995 to the date hereof no dividends,
     advances or other distributions have been declared, paid or
     made upon any Stock of Borrower and, since September 30,
     1995, no shares of Stock of Borrower have been, or are now
     required to be, redeemed, retired, purchased or otherwise
     acquired for value by Borrower, other than pursuant to the
     Restricted Stock Plan.  Since September 30, 1995, no event or
     events have occurred to the best of Borrower's knowledge
     which, individually or in the aggregate, have or could
     reasonably be expected to result in a Material Adverse
     Effect.  After giving effect to (i) any Revolving Credit
     Advances to be made on the Closing Date and/or Letter of
     Credit Obligations to be incurred on the Closing Date,
     (ii) the disbursement of the proceeds of any such Revolving
     Credit Advances and/or Letter of Credit Obligations pursuant
     to Borrower's instructions, and (iii) the payment and accrual
     of all transaction costs in connection with the foregoing, to
     the best of Borrower's knowledge, Borrower is Solvent and
     Borrower and its Subsidiaries taken as a whole are Solvent.

          3.6. Ownership of Real Property; Liens.

               (a)  Except as described on Schedule 3.6, as of the
     date hereof the real estate listed on Schedule 3.6
     constitutes all of the real property owned, leased, or used
     in its business by Borrower, Interstate Electronics, Figgie
     Properties and Figgie Real Estate.  Except as set forth on
     Schedule 3.6, each of Borrower, Interstate Electronics,
     Figgie Properties and Figgie Real Estate holds as of the date
     hereof (i) good and marketable fee simple title to all of its
     real estate described as "owned" in fee on Schedule 3.6, and
     (ii) valid leasehold interests in all of Borrower's,
     Interstate Electronics', Figgie Properties' and Figgie Real
     Estate's Leases (both as lessor and lessee, sublessee or
     assignee) described as "leased" on Schedule 3.6.  Except as
     described on Schedule 3.6, as of the date hereof (i) neither
     Borrower, Interstate Electronics, Figgie Properties nor
     Figgie Real Estate or, to Borrower's knowledge, any other
     party to any such material Lease described on Schedule 3.6 is
     in default of its material obligations thereunder or has
     delivered or received any notice of default under any such
     material Lease, and no event has occurred which, with the
<PAGE>
<PAGE>37
     giving of notice, the passage of time, or both, would
     constitute a default under any such Lease, other than any
     such defaults which, individually or in the aggregate, could
     not reasonably be expected to result in a Material Adverse
     Effect; (ii) neither Borrower, Interstate Electronics, Figgie
     Properties nor Figgie Real Estate owns or holds, or is
     obligated under or a party to, any option, right of first
     refusal or any other contractual right to purchase, acquire,
     sell, assign or dispose of any material real property owned
     or leased by Borrower, Interstate Electronics, Figgie
     Properties or Figgie Real Estate except as set forth on
     Schedule 3.6; and (iii) no portion of any material real
     property owned or leased by Borrower, Interstate Electronics,
     Figgie Properties or Figgie Real Estate has suffered any
     material, uninsured damage by fire or other casualty loss
     which has not heretofore been repaired and substantially
     restored to its original condition.  All permits required to
     have been issued or appropriate to enable the real property
     owned or leased by Borrower, Interstate Electronics, Figgie
     Properties or Figgie Real Estate to be lawfully occupied and
     used for all of the purposes for which they are currently
     occupied and used, have been lawfully issued and are, as of
     the date hereof, in full force and effect except any such
     permits which the failure to obtain, individually or in the
     aggregate, could not reasonably be expected to result in a
     Material Adverse Effect.

               (b)  From and after the Closing Date, none of the
     properties and assets of Borrower, Interstate Electronics,
     Figgie Properties or Figgie Real Estate are subject to any
     Liens, except (i) Permitted Encumbrances and Liens otherwise
     permitted under Section 6.7 and (ii) the Lien in favor of
     Agent for the ratable benefit of Lenders pursuant to the
     Collateral Documents.

          3.7. Restrictions; No Default; Material Contracts.  No
     contract, lease, agreement or other instrument to which any
     Loan Party is a party or by which it or any of its properties
     or assets is bound or affected and no provision of any
     charter, corporate restriction, applicable law or
     governmental regulation has resulted in or could reasonably
     be expected to result in a Material Adverse Effect.  No Loan
     Party is in default and, to Borrower's knowledge, no third
     party is in default, under or with respect to any Material
     Contract other than any such defaults which, individually or
     in the aggregate, could not reasonably be expected to result
     in a Material Adverse Effect.  No Default has occurred and is
     continuing.  Schedule 3.7, as supplemented from time to time
     by written disclosures to Agent, sets forth a complete and
     accurate list of all Material Contracts of Borrower and each
     of the Material Subsidiaries.

          3.8. Labor Matters.  Except as set forth on Schedule
     3.8, as of the date hereof, there are no strikes or other
     labor disputes against any Loan Party that are pending or, to
     Borrower's knowledge, threatened which could reasonably be
     expected to cause a Material Adverse Effect.  Hours worked by
     and payment made to employees of each Loan Party have not
<PAGE>
<PAGE>38
     been in violation of the Fair Labor Standards Act or any
     other applicable law dealing with such matters which could
     reasonably be expected to have a Material Adverse Effect.
     All material payments due from any Loan Party on account of
     employee health and welfare insurance have been paid or
     accrued as a liability on the books of such Loan Party.
     Except as set forth on Schedule 3.8, as of the date hereof,
     no Loan Party has any obligation under any collective
     bargaining agreement, management agreement, or any employment
     agreement, and a correct and complete copy of each material
     agreement listed on Schedule 3.8 will be provided to Agent
     upon Agent's request.  As of the date hereof, there are no
     organizing activities involving any Loan Party pending or, to
     Borrower's knowledge, threatened by any labor union or group
     of employees which, individually or in the aggregate, could
     reasonably be expected to result in a Material Adverse
     Effect.  Except as set forth on Schedule 3.14, as of the date
     hereof, there are no representation proceedings pending or,
     to Borrower's knowledge, threatened with the National Labor
     Relations Board, and no labor organization or group of
     employees of any Loan Party has made a pending demand for
     recognition, and, there are no complaints or charges against
     any Loan Party pending or threatened to be filed with any
     federal, state, local or foreign court, governmental agency
     or arbitrator based on, arising out of, in connection with,
     or otherwise relating to the employment or termination of
     employment by any Loan Party of any individual, other than
     any such proceedings, demands for recognition, complaints or
     charges which, individually or in the aggregate, could not
     reasonably be expected to result in a Material Adverse
     Effect.  Except as set forth on Schedule 3.8, as of the date
     hereof, there are no consent decrees, judgments, orders,
     injunctions, arbitral awards or other decisions which have a
     continuing effect on Borrower or any Loan Party as of the
     date hereof, before any Governmental Authority or any other
     tribunal (including any arbitral tribunal) which could
     individually or in the aggregate reasonably be expected to
     have a Material Adverse Effect.

          3.9. Ventures, Subsidiaries and Affiliates; Outstanding
     Stock and Indebtedness; Unrestricted Subsidiaries.  Except as
     set forth on Schedule 3.9, as of the date hereof Borrower has
     no Subsidiaries, is not engaged in any joint venture or
     partnership with any other Person, is not an Affiliate of any
     other Person and does not have any Unrestricted Subsidiaries
     (as defined in the Senior Note Indenture).  Except as set
     forth on Schedule 3.9, as of the date hereof each of
     Borrower's Subsidiaries conducts no material business
     operations and owns no material property or assets.  The
     Stock of each Loan Party (other than Borrower) owned by each
     of the stockholders thereof named on Schedule 3.9 constitutes
     as of the date hereof all of the issued and outstanding Stock
     of such Loan Party.  Except as set forth on Schedule 3.9, as
     of the date hereof there are no outstanding rights to
     purchase options, warrants or similar rights or agreements
     pursuant to which any Material Subsidiary may be required to
     issue, sell or purchase any Stock or other equity security.
     Schedule 3.9 lists all outstanding Stock of each Loan Party
<PAGE>
<PAGE>39
     (other than Borrower) as of the Closing Date.  Schedule 6.3
     lists all Indebtedness of Borrower and each Material
     Subsidiary and all Indebtedness in excess of $1,000,000 of
     each other Subsidiary of Borrower as of the Closing Date.  As
     of the date hereof, the aggregate Fair Market Value of the
     assets of the Unrestricted Subsidiaries, less the outstanding
     principal amount of all Indebtedness for borrowed money
     secured by the assets of the Unrestricted Subsidiaries, is
     not more than $100,000,000 of which approximately $40,000,000
     is represented by the Chagrin Highlands development described
     in Schedule 3.14.

          3.10. Government Regulation.  Neither Borrower nor any
     Material Subsidiary is (i) an "investment company" or an
     "affiliated person" of, or "promoter" or "principal
     underwriter" for, an "investment company," as such terms are
     defined in the Investment Company Act of 1940, as amended; or
     (ii) is subject to regulation under the Public Utility
     Holding Company Act of 1935, the Federal Power Act, the
     Interstate Commerce Act or any other federal or state statute
     that restricts or limits such Loan Party's ability to incur
     Indebtedness, pledge its assets, or to perform its
     obligations hereunder, or under any other Loan Document, and
     the making of the Revolving Credit Advances, and the
     incurrence of the Letter of Credit Obligations, in each case
     by Lenders, the application of the proceeds and repayment
     thereof by each Loan Party, and the consummation of the
     transactions contemplated by this Agreement and the other
     Loan Documents, will not violate any provision of any such
     statute or any rule, regulation or order issued by the
     Securities and Exchange Commission, other than any such
     violations which, individually or in the aggregate, could not
     reasonably be expected to result in a Material Adverse
     Effect.

          3.11. Margin Regulations.  No Loan Party is engaged in
     the business of extending credit for the purpose of
     purchasing or carrying Margin Stock and no proceeds of any
     Revolving Credit Advance will be used to purchase or carry
     any Margin Stock or to extend credit to others for the
     purpose of purchasing or carrying any Margin Stock.
     Following application of the proceeds of each Revolving
     Credit Advance and Letter of Credit Obligation, not more than
     25 percent of the value of the assets either of Borrower only
     or of Borrower and its Subsidiaries on a consolidated basis
     will be Margin Stock.  Borrower will not take or permit to be
     taken any action which might cause any Loan Document or any
     document or instrument delivered pursuant hereto or thereto
     to violate any regulation of the Board of Governors of the
     Federal Reserve Board.

          3.12. Taxes.  Except as set forth on Schedule 3.12, all
     federal, state, local and foreign income tax returns (other
     than any income tax return required to be filed with any
     Australian Governmental Authority which the failure to file
     could not reasonably be expected to have a Material Adverse
     Effect) and all other material tax returns, reports and
     statements, including, but not limited to, information
<PAGE>
<PAGE>40
     returns (Form 1120-S) required to be filed by each Loan
     Party, have been filed with the appropriate Governmental
     Authority and, except to the extent permitted under Section
     5.2(b), all Charges and other impositions shown thereon to be
     due and payable have been paid prior to the date on which any
     fine, penalty, interest or late charge may be added thereto
     for nonpayment thereof, or any such fine, penalty, interest,
     late charge or loss has been paid.  Except to the extent
     permitted under Section 5.2(b), each Loan Party has paid when
     due and payable all material Charges required to be paid by
     it.  Proper and accurate amounts have been withheld by each
     Loan Party from their respective employees for all periods in
     full and complete compliance with the tax, social security
     and unemployment withholding provisions of applicable
     federal, state, local and foreign law and such withholdings
     have been timely paid to the respective Governmental
     Authorities other than any such withholdings which the
     failure to pay could not reasonably be expected to result in
     a Material Adverse Effect.  Schedule 3.12 sets forth those
     taxable years for which any of the tax returns of each Loan
     Party are as of the date hereof being audited by the IRS or
     any other applicable Governmental Authority; and any
     assessments or threatened assessments in connection with such
     audit or otherwise currently outstanding.  Except as
     described in Schedule 3.12, as of the date hereof no Loan
     Party has executed or filed with the IRS or any other
     Governmental Authority any agreement or other document
     extending, or having the effect of extending, the period for
     assessment or collection of any Charges.  No Loan Party has
     filed a consent pursuant to IRC Section 341(f) or agreed to
     have IRC Section 341(f)(2) apply to any dispositions of
     subsection (f) assets (as such term is defined in IRC Section
     341(f)(4)).  None of the property owned by any Loan Party is
     property which is required to treat as being owned by any
     other Person pursuant to the provisions of IRC Section
     168(f)(8) of the Internal Revenue Code of 1954, as amended,
     and in effect immediately prior to the enactment of the Tax
     Reform Act of 1986 or is "tax-exempt use property" within the
     meaning of IRC Section 168(h).  No Loan Party has agreed or
     been requested to make any adjustment under IRC Section
     481(a) by reason of a change in accounting method or
     otherwise, other than any such adjustments which,
     individually or in the aggregate, could not reasonably be
     expected to result in a Material Adverse Effect.  No Loan
     Party has any obligation under any written tax sharing
     agreement except as described on Schedule 3.12.

          3.13. ERISA.

               (a)  Schedule 3.13 lists all Plans maintained or
     contributed to as of the date hereof by any Loan Party and
     all Qualified Plans maintained or contributed to by any ERISA
     Affiliate, and separately identifies the Title IV Plans,
     Multiemployer Plans, any multiple employer plans subject to
     Section 4064 of ERISA, unfunded Pension Plans, Welfare Plans
     and Retiree Welfare Plans.  IRS determination letters
     regarding the qualified status under Section 401 of the IRC
     of each Qualified Plan have been received with respect to
<PAGE>
<PAGE>41
     such Plan as of the dates listed on Schedule 3.13.  Each of
     the Qualified Plans has been amended to comply with the Tax
     Reform Act of 1986 and to make other necessary or desirable
     changes.  Except as set forth on Schedule 3.13, the Qualified
     Plans as amended continue to qualify under Section 401 of the
     IRC, the trusts created thereunder continue to be exempt from
     tax under the provisions of Section 501(a) of the IRC, and
     nothing has occurred which would cause the loss of such
     qualification or tax-exempt status.  Each Qualified Plan so
     amended has been or will be submitted to the IRS for a
     determination letter as to the ongoing qualified status of
     the Plan under the IRC within the applicable IRC 401(b)
     remedial amendment period for the Tax Reform Act of 1986; and
     each such Plan shall be amended, including retroactive
     amendments, as required during such determination letter
     process to maintain the qualified status of such Plans.
     Except as set forth on Schedule 3.13, each Plan is in
     compliance in all material respects with the applicable
     provisions of ERISA and the IRC, including the filing of all
     reports required under the IRC or ERISA which are true and
     correct as of the date filed, and all required contributions
     and benefits have been paid in accordance with the provisions
     of each such Plan except to the extent where a failure to
     make such contribution or pay such benefit would be
     immaterial to the Plan.  No Loan Party or other ERISA
     Affiliate, with respect to any Qualified Plan, has failed to
     make any contribution or pay any amount due as required by
     Section 412 of the IRC or Section 302 of ERISA.  With respect
     to all Retiree Welfare Plans, the present value of future
     anticipated expenses pursuant to the latest actuarial
     projections of liabilities is less than $1,000,000, and
     copies of such latest projections have been provided to
     Agent; with respect to Pension Plans, other than Qualified
     Plans and the unfunded Pension Plans listed in Schedule 3.13,
     the present value of the unfunded liabilities for current
     participants thereunder using interest assumptions described
     in IRC 411(a)(ii) is less than $1,000,000.  Except as set
     forth on Schedule 3.13, no Loan Party has engaged in a
     prohibited transaction, as defined in Section 4975 of the IRC
     or Section 406 of ERISA, in connection with any Plan which
     would subject any such Person (after giving effect to any
     exemption) to a material tax on prohibited transactions
     imposed by Section 4975 of the IRC or any other material
     liability.

               (b)  Except as set forth on Schedule 3.13:  as of
     the date hereof (i) no Title IV Plan has any Unfunded Pension
     Liability; (ii) since December 11, 1989, no ERISA Event or
     event described in Section 4062(e) of ERISA with respect to
     any Title IV Plan has occurred or is reasonably expected to
     occur; (iii) there are no pending, or to the knowledge of
     Borrower, threatened claims, actions or lawsuits (other than
     claims for benefits in the normal course), asserted or
     instituted against (x) any Plan or its assets, (y) any
     fiduciary with respect to any Plan or (z) any Loan Party or
     any ERISA Affiliate with respect to any Plan; (iv) no Loan
     Party or any ERISA Affiliate has incurred or reasonably
     expects to incur any Withdrawal Liability (and no event has
<PAGE>
<PAGE>42
     occurred which, with the giving of notice under Section 4219
     of ERISA, would result in such liability) under Section 4201
     of ERISA as a result of a complete or partial withdrawal from
     a Multiemployer Plan; (v) within the last five years no Loan
     Party or other ERISA Affiliate has engaged in a transaction
     which resulted in a Title IV Plan with Unfunded Pension
     Liabilities being transferred outside of the "controlled
     group" (within the meaning of Section 4001(a)(14) of ERISA)
     of any such entity; (vi) no Plan provides for continuing
     benefits or coverage for any participant or any beneficiary
     of a participant after such participant's termination of
     employment (except as may be required by Section 4980B of the
     IRC and at the sole expense of the participant or the
     beneficiary of the participant); (vii) since December 31,
     1990, each Loan Party or other ERISA Affiliate have complied
     with the notice and continuation coverage requirements of
     Section 4980B of the IRC and the proposed or final
     regulations thereunder; and (viii) since December 11, 1989,
     no liability under any Plan has been funded, nor has such
     obligation been satisfied with, the purchase of a contract
     from an insurance company that is not rated AAA by Standard &
     Poor's Corporation and the equivalent by each other
     nationally recognized rating agency; such that the liability
     under any of (i) through (viii) above, or any combination
     thereof, would equal or exceed $1,000,000.

          3.14. No Litigation.  Except as set forth on Schedule
     3.14, no action, claim, investigation or other proceeding is
     now pending or, to the knowledge of Borrower, threatened
     against any Loan Party, at law, in equity or otherwise,
     before any court, board, commission, agency or
     instrumentality of any federal, state, or local government or
     of any agency or subdivision thereof, or before any
     arbitrator or  panel of arbitrators, (i) which challenges any
     such Person's right, power, or competence to enter into or
     perform any of its obligations under the Loan Documents, or
     the validity or enforceability of any Loan Document or any
     action taken thereunder or (ii) which could reasonably be
     expected to result in a Material Adverse Effect.  To the
     knowledge of Borrower, there does not exist a state of facts
     which is reasonably likely to give rise to such proceedings.

          3.15. Brokers.  No broker or finder acting on behalf of
     any Loan Party brought about the obtaining, making or closing
     of the credit extended pursuant to this Agreement or the
     transactions contemplated by the Loan Documents and no Loan
     Party has any obligation to any Person in respect of any
     finder's or brokerage fees in connection therewith.

          3.16. Patents, Trademarks, Copyrights and Licenses.
     Except as otherwise set forth on Schedule 3.16, Borrower and
     each Material Subsidiary owns, licenses or otherwise has the
     right to use all licenses, patents, patent applications,
     copyrights, service marks, trademarks, trademark applications
     and trade names which are necessary to continue to conduct
     its business as heretofore conducted by it, now conducted by
     it and currently proposed to be conducted by it, each of
     which is listed, together with Patent and Trademark Office
<PAGE>
<PAGE>43
     application or registration numbers, where applicable, on
     Schedule 3.16.  To the best of Borrower's knowledge, Borrower
     and each Material Subsidiary conducts business without
     infringement or claim of infringement of any license, patent,
     copyright, service mark, trademark, trade name, trade secret
     or other intellectual property right of others, except where
     such infringement or claim of infringement could not
     reasonably be expected to result in a Material Adverse
     Effect.  Except as set forth on Schedule 3.16, to Borrower's
     knowledge, there is no infringement or claim of infringement
     by others of any license, patent, copyright, service mark,
     trademark, trade name, trade secret or other intellectual
     property right of Borrower or any Material Subsidiary, other
     than any such infringements or claims of infringement which,
     individually or in the aggregate, could not reasonably be
     expected to result in a Material Adverse Effect.  Schedule
     3.16 contains as of the date hereof a complete and accurate
     list of the License Agreements.

          3.17. Hazardous Materials.  Except as set forth on
     Schedule 3.17, (i) Borrower and each Material Subsidiary is
     in material compliance with all Environmental Laws, and
     (ii) the Subject Property to the best of Borrower's knowledge
     is free of any Hazardous Material.  In addition, Schedule
     3.17 discloses all existing or potential environmental
     liabilities of Borrower and each Material Subsidiary of which
     Borrower, after diligent inquiry, has knowledge as of the
     date hereof, which individually or in the aggregate, could
     reasonably be expected to result in a Material Adverse
     Effect.  Except as set forth on Schedule 3.17, neither
     Borrower nor any Material Subsidiary has caused or suffered
     to occur any Releases which, individually or in the
     aggregate, could reasonably be expected to result in a
     Material Adverse Effect.  Neither Borrower nor any Material
     Subsidiary is involved in operations which could lead to any
     imposition of any Environmental Liabilities and Costs under
     the Environmental Laws on the Subject Property which,
     individually or in the aggregate, could reasonably be
     expected to result in a Material Adverse Effect, or any Lien
     on the Subject Property under the Environmental Laws, and
     neither Borrower nor any Material Subsidiary knowingly has
     permitted any tenant or occupant of such premises to engage
     in any such activity or activities which, individually or in
     the aggregate, could reasonably be expected to result in a
     Material Adverse Effect.

          3.18. Insurance Policies.  Schedule 3.18 lists all
     insurance of any nature maintained as of the date hereof for
     current occurrences by Borrower or any Material Subsidiary.
     Borrower covenants that such insurance complies with and
     shall at all times comply with the standards set forth on
     Annex E.

          3.19. Blocked Accounts and Lock Boxes.  Schedule 3.19
     lists all banks and other financial institutions at which
     Borrower maintains the Blocked Accounts and each Lock Box and
     such Schedule correctly identifies as of the date hereof the
     name, address and telephone number of each depository, the
<PAGE>
<PAGE>44
     name in which each such account is held, a description of the
     purpose of each such account, and the complete account
     number.  All cash receipts of Scott Aviation, the Snorkel
     Division and the Taylor Division are deposited in the Blocked
     Accounts.

               The representations and warranties contained in
     this Section 3 shall survive the execution and delivery of
     this Agreement.


     4.   FINANCIAL STATEMENTS AND INFORMATION

          4.1. Reports and Notices.  Borrower covenants and agrees
     that from and after the Closing Date and until the
     Termination Date, it shall deliver to each Lender the
     Financial Statements, Projections and notices at the times
     and in the manner set forth on Annex D, other than the items
     referred to in paragraphs (b), (i), (l) and (m) of Annex D,
     as to which Borrower shall only be required to deliver copies
     thereof to Agent unless Agent requests copies thereof for
     each Lender.

          4.2. Communication with Accountants.  Borrower (for
     itself and each Subsidiary thereof) authorizes Agent to
     communicate directly with its and its Subsidiaries'
     independent certified public accountants and tax advisors and
     authorizes those accountants to disclose to Agent and each
     Lender any and all financial statements and other supporting
     financial documents and schedules including copies of any
     management letter with respect to the business, financial
     condition and other affairs of Borrower and each Subsidiary
     thereof; provided, however, that Borrower shall be given
     advance notice by Agent of any meeting or conference between
     Agent and/or Lenders and such accountants and Borrower shall
     be permitted to attend any such meeting, it being understood
     that Borrower's right to have a representative of Borrower
     attend any such meeting or conference shall not result in a
     delay of any such meeting or conference.  At or before the
     Closing Date, Borrower shall deliver a letter addressed to
     such accountants and tax advisors instructing them to comply
     with the provisions of this Section 4.


     5.   AFFIRMATIVE COVENANTS

          Borrower covenants and agrees (for itself and its
     Subsidiaries) that, unless Required Lenders shall otherwise
     consent in writing, from and after the date hereof and until
     the Termination Date:

          5.1. Maintenance of Existence and Conduct of Business.
     Subject to Section 6.1, Borrower shall (and shall cause each
     of the Material Subsidiaries to) (a) do or cause to be done
     all things necessary to preserve and keep in full force and
     effect its corporate existence and its rights and franchises;
     (b) continue to conduct its business substantially as now
     conducted or as otherwise permitted hereunder; (c) at all
<PAGE>
<PAGE>45
     times maintain, preserve and protect all of its Intellectual
     Property, and to the extent economically reasonable preserve
     all the remainder of its property, in use or useful in the
     conduct of its business and keep the same in good repair,
     working order and condition (taking into consideration
     ordinary wear and tear and casualties) and from time to time
     make, or cause to be made, all necessary or appropriate
     repairs, replacements and improvements thereto as determined
     by Borrower in its reasonable judgment and consistent with
     industry practices, so that the business carried on in
     connection therewith may be properly and advantageously
     conducted at all times; and (d) transact business only under
     its current corporate name, the names set forth on
     Schedule 3.2 or such other names to the extent that Borrower
     has given 30 days' prior written notice thereof to Agent and
     Agent shall have taken all actions that Agent deems necessary
     or appropriate to continuously protect and perfect the Lien
     upon the Collateral in favor of Agent for the ratable benefit
     of Lenders.

          5.2. Payment of Charges and Claims.

               Borrower shall pay and discharge, or cause to be
     paid and discharged in accordance with the terms thereof,
     (a) all Charges imposed upon it or any Subsidiary or its or
     their income and profits, or any of its property (real,
     personal or mixed), and (b) lawful claims for labor,
     materials, supplies and services or otherwise, which if
     unpaid might by law become a Lien on its property; provided,
     however, that Borrower or any Subsidiary shall not be
     required to pay any such Charge or claim which is being
     contested in good faith by proper legal actions or
     proceedings and for which adequate reserves with respect
     thereto are established and are maintained in accordance with
     GAAP to the extent that such Charges or claims if adversely
     determined, individually or in the aggregate, could not
     reasonably be expected to have a Material Adverse Effect.

          5.3. Books and Records.  Borrower shall (and shall cause
     each Subsidiary to) keep adequate records and books of
     account with respect to its business activities, in which
     proper entries, reflecting all of its consolidated and
     consolidating financial transactions, are made in accordance
     with GAAP and on a basis consistent with the Financials
     referred to in paragraph I(b) of Schedule 3.4.

          5.4. Litigation.  Borrower shall notify Agent and each
     Lender in writing, promptly upon learning thereof, of any
     litigation, investigation, Claim or other action commenced or
     threatened against Borrower or any Material Subsidiary, and
     of the institution against any such Person after the date
     hereof of any suit or administrative proceeding which
     (i) could reasonably be expected to involve an amount in
     excess of $1,000,000, individually or in the aggregate and
     (ii) could reasonably be expected to result in a Material
     Adverse Effect if adversely determined.

          5.5. Insurance; Casualty and Condemnation.
<PAGE>
<PAGE>46
               (a)  Borrower shall, at its (or its Subsidiary's)
     sole cost and expense maintain or cause to be maintained, the
     policies of insurance in such amounts and as otherwise
     described in Annex E.  Borrower shall notify Agent promptly
     of any occurrence causing a material loss or decline in value
     of any real or personal property and the estimated (or
     actual, if available) amount of such loss or decline, except
     as specified otherwise on Annex E.  Borrower irrevocably
     makes, constitutes and appoints Agent (and all officers,
     employees or agents designated by Agent) as Borrower's true
     and lawful agent and attorney-in-fact for the purpose during
     the continuation of any Event of Default of (i) making,
     settling and adjusting claims relating to the Collateral
     under the "All Risk" policies of insurance, (ii) endorsing
     the name of Borrower on any check, draft, instrument or other
     item of payment for the proceeds of such "All Risk" policies
     of insurance relating to the Collateral, and (iii) making all
     determinations with respect to any settlements or adjustments
     referred to in clause (i) above.  In the event Borrower at
     any time or times hereafter shall fail to obtain or maintain
     (or fail to cause to be obtained or maintained) any of the
     policies of insurance required above or to pay any premium in
     whole or in part relating thereto, Agent or Lenders, without
     waiving or releasing any Obligations or Default hereunder,
     and after notice from Agent to Borrower, may at any time or
     times thereafter (but shall not be obligated to) obtain and
     maintain such policies of insurance and pay such premium and
     take any other action with respect thereto which Agent or
     Lenders deem advisable.  All sums so disbursed, including
     attorneys' fees, court costs and other charges related
     thereto, shall be payable, on demand, by Borrower to Agent on
     behalf of Lenders and shall be additional Obligations
     hereunder secured by the Collateral; provided, however, that
     if and to the extent Borrower fails to promptly pay any of
     such sums upon Agent's demand therefor, Agent is authorized
     to, and at its option may, make or cause to be made Revolving
     Credit Advances on behalf of Borrower for payment thereof,
     even if the making of any such Revolving Credit Advance
     causes the outstanding balance of the Revolving Credit Loan
     to exceed the Borrowing Availability, and Borrower agrees
     that the making of any such Advance in excess of the
     Borrowing Availability shall constitute an automatic Event of
     Default, unless Borrower repays such Advance within one (1)
     Business Day after demand by Agent.  Any such Revolving
     Credit Advance shall be deemed to be a Revolving Credit
     Advance for purposes of this Agreement notwithstanding the
     fact that the conditions contained in Section 2.2 have not
     been satisfied with respect to such Revolving Credit Advance.

               (b)  Upon the occurrence and during the continuance
     of an Event of Default, Agent and Required Lenders shall have
     the right, upon review of Borrower's risk profile, to require
     additional forms and limits of insurance to, in Agent's or
     Required Lenders' sole opinion, adequately protect the
     interests of Agent and Lenders.  Borrower shall, if so
     requested by Agent, deliver to Agent, as often as Agent may
     request, a report of a reputable insurance broker
     satisfactory to Agent with respect to its insurance policies.
<PAGE>
<PAGE>47
               (c)  Borrower shall deliver to Agent its
     endorsements and those of the Material Subsidiaries
     constituting Unrestricted Subsidiaries to (i) "All Risk" and
     business interruption insurance naming Agent on behalf of
     Lenders as loss payee, and (ii) general liability and other
     liability policies naming Agent and each Lender as additional
     insureds as their interests may appear.

               (d)  (i) Subject to clause (ii) below, Borrower
     hereby directs all present and future insurers under its "All
     Risk" policies of insurance relating to any Collateral or any
     real property owned by Borrower whether or not constituting
     Collateral (collectively, "Property") to pay all proceeds
     payable thereunder directly to Agent on behalf of Lenders,
     and all condemnation and casualty proceeds and proceeds of
     any taking relating to the Property shall be applied, as
     follows:  (x) in the event that such proceeds arise from
     assets of Borrower which do not constitute Collateral and as
     to which no Liens have been granted to another holder of
     Borrower's Indebtedness, such proceeds resulting from one or
     a series of related events up to $1,000,000 may be retained
     by Borrower and such proceeds resulting from one or a series
     of related events in excess of $1,000,000 shall be applied to
     the repayment of the Obligations; (y) in the event that such
     proceeds arise from the Collateral, such proceeds shall be
     applied to the repayment of the Obligations; and (z) in the
     event that such proceeds arise from assets of Borrower which
     do not constitute Collateral but constitute collateral as to
     which a Lien has been granted to another holder of Borrower's
     Indebtedness to the extent such Lien and the Indebtedness
     secured thereby are permitted under this Agreement, such
     proceeds may be paid by Borrower to such holder as its
     interests may appear and any excess proceeds shall be applied
     as described in clause (x) above.  (ii) So long as there
     exists no Event of Default, Borrower may collect any and all
     awards, payments or other proceeds of any loss, damage or
     destruction to any of its Property or condemnation or taking
     of any of its Property and use such proceeds, or any part
     thereof, within one (1) year of receipt thereof, to replace,
     repair or restore such Property as provided in paragraph (f)
     below. Upon the occurrence and during the continuance of an
     Event of Default, Agent on behalf of Lenders is hereby
     authorized to adjust losses and collect all insurance
     proceeds directly.  If, notwithstanding the provisions hereof
     which require that Agent be a loss payee, a check or other
     instrument from an insurer is made payable to Borrower or
     Borrower and Agent jointly, Agent upon the occurrence and
     during the continuance of an Event of Default may endorse
     Borrower's name thereon and take such other action as Agent
     may elect to obtain the proceeds thereof.

               (e)  Borrower shall promptly notify Agent of
     (i) any loss, damage, or destruction in excess of $1,000,000
     to any Collateral and (ii) any loss, damage, or destruction
     in excess of $2,500,000 to any other Property or arising from
     its use, whether or not covered by insurance.  Borrower shall
     promptly upon learning of the institution of any proceeding
     for the condemnation or other taking of any of its Property,
<PAGE>
<PAGE>48
     notify Agent of the pendency of such proceeding, and agrees
     that Agent may participate in any such proceeding and
     Borrower from time to time will deliver to Agent all
     instruments reasonably requested by Agent to permit such
     participation.

               (f)  Any Property which is to be replaced, repaired
     or restored pursuant to paragraph (d) above shall be
     replaced, repaired or restored with materials and workmanship
     of substantially as good a quality as existed before such
     loss or taking, and Borrower shall commence such replacement,
     repair or restoration as soon as practicable and proceed
     diligently with it until completion to Agent's reasonable
     satisfaction; provided, however, that if any such replaced
     Property constitutes Collateral, Agent shall receive a
     perfected first priority security interest in the related
     replacement Property.  Upon request by Agent, Borrower shall
     provide to Agent written progress reports, other information
     and evidence of its compliance with the foregoing.

          5.6. Compliance with Laws.  Borrower shall (and shall
     cause each of its Subsidiaries to) comply with all federal,
     state and local laws, permits and regulations applicable to
     it, including, without limitation, those relating to
     licensing, environmental, ERISA and labor matters to the
     extent that failure to comply with such laws, permits or
     regulations, individually or in the aggregate, could
     reasonably be expected to result in a Material Adverse
     Effect.

          5.7. Agreements.  Borrower shall (and shall cause each
     of the Material Subsidiaries to) perform, within all required
     time periods (after giving effect to any applicable grace
     periods), all of its obligations and enforce all of its
     rights under each agreement, contract, instrument or other
     document to which it is a party, including, without
     limitation, any leases and customer contracts to which it is
     a party where the failure to so perform and enforce could
     reasonably be expected to result in a Material Adverse
     Effect.  Borrower shall not (and shall not permit any of the
     Material Subsidiaries to) terminate or modify any provision
     of any agreement, contract, instrument or other document to
     which it is a party which termination or modification could
     reasonably be expected to result in a Material Adverse
     Effect.  Borrower shall (and shall cause each of the Material
     Subsidiaries to) perform and comply with all obligations in
     respect of Accounts, Chattel Paper, Contracts, Licenses,
     Instruments, Documents and all other agreements constituting
     or giving rise to Collateral to the extent that the failure
     to so perform or comply, individually or in the aggregate,
     could reasonably be expected to result in a Material Adverse
     Effect.  Borrower shall not, without Agent's prior written
     consent, with respect to any of the Accounts, Chattel Paper,
     Instruments or amounts due under any Contract (i) grant any
     extension of the time of payment of any thereof;
     (ii) compromise or settle the same for less than the full
     amount thereof (other than the compromise or settlement, for
     adequate consideration, of Accounts which are not Eligible
<PAGE>
<PAGE>49
     Accounts in the ordinary course of business consistent with
     past practices); (iii) release, in whole or in part, any
     Person liable for the payment thereof; or (iv) allow any
     credit or discount whatsoever thereon other than trade
     discounts granted in the ordinary course of business of
     Borrower, except to the extent that any such extensions,
     compromises, settlements, releases, credits or discounts,
     individually or in the aggregate, could not reasonably be
     expected to have a Material Adverse Effect.

          5.8. Supplemental Disclosure.  Upon Agent's reasonable
     request, Borrower will supplement (or cause to be
     supplemented) each Schedule hereto, or representation herein
     or in any other Loan Document with respect to any matter
     hereafter arising which, if existing or occurring at the date
     of this Agreement, would have been required to be set forth
     or described in such Schedule or as an exception to such
     representation or which is necessary to correct any
     information in such Schedule or representation which has been
     rendered inaccurate thereby; provided, however, that such
     supplement to such Schedule or representation shall not be
     deemed an amendment thereof unless expressly consented to in
     writing by Agent and Required Lenders, and no such
     amendments, except as the same may be consented to in a
     writing which expressly includes a waiver, shall be or be
     deemed a waiver by Lenders of any Default disclosed therein.
     Borrower shall, if so requested by Agent or Required Lenders,
     furnish to Agent and Lenders as often as it reasonably
     requests, statements and schedules further identifying and
     describing the Collateral and such other reports in
     connection with the Collateral as Agent or Required Lenders
     may reasonably request, all in reasonable detail, and,
     Borrower shall advise Agent and Lenders promptly, in reason-
     able detail, of (i) any Lien, other than as permitted
     pursuant to Section 6.7, attaching to or asserted against any
     of the Collateral, (ii) any material change in the
     composition of the Collateral and (iii) the occurrence of any
     other event which could reasonably be expected to have a
     Material Adverse Effect upon the Collateral and/or Agent's
     Lien thereon.

          5.9. Environmental Matters.  Borrower shall, and shall
     cause its Subsidiaries to, (i) comply in all material
     respects with the Environmental Laws and permits applicable
     to it, (ii) notify Agent promptly after Borrower becomes
     aware of any Release which could reasonably be expected to
     result in Environmental Liabilities and Costs in excess of
     $500,000 upon any Subject Property, and (iii) promptly
     forward to Agent a copy of any order, notice, permit,
     application, or any communication or report (including, but
     not limited to, any environmental assessment report) received
     by any Loan Party in connection with any Release identified
     in clause (ii) above or any other matter relating to the
     Environmental Laws that may affect any Subject Property or
     any Loan Party in any respect which could reasonably be
     expected to result in Environmental Liabilities and Costs in
     excess of $500,000.  The provisions of this Section 5.9 shall
     apply whether or not the Environmental Protection Agency, any
<PAGE>
<PAGE>50
     other federal agency or any state or local environmental
     agency has taken or threatened any action in connection with
     any Release or the presence of any Hazardous Materials.

          5.10. Landlord's and Bailee's/Warehousemen's Agreements.
     Borrower shall use its best efforts to obtain and maintain in
     full force and effect a landlord's, bailee's and/or
     warehousemen's agreement, as applicable, in form and
     substance acceptable to Agent from the lessor of, or bailee
     and/or warehousemen with respect to Collateral located on,
     any present or future leased premises of Borrower or in the
     possession of a bailee or warehouseman (or in a
     warehouseman's warehouse), as the case may be.

          5.11. Certain Obligations Respecting Subsidiaries.

               (a)  Borrower will, and will cause each of its
     Material Subsidiaries to, take such action from time to time
     as shall be necessary to ensure that each of its Material
     Subsidiaries, except as set forth on Schedule 3.9, is a
     wholly owned Subsidiary.  Borrower will not permit any of its
     Subsidiaries to enter into, after the date of this Agreement,
     any indenture, agreement, instrument or other arrangement,
     other than any Collateral Documents, that, directly or
     indirectly, prohibits or restrains, or has the effect of
     prohibiting or restraining, or imposes materially adverse
     conditions upon, the incurrence or payment of Indebtedness,
     the granting of Liens, the declaration or payment of
     dividends or other Restricted Payments, the making of loans,
     advances or Investments or the sale, assignment, transfer or
     other disposition of any property or assets.

               (b)  Borrower shall (i) cause any Subsidiary of
     Borrower designated after the date hereof as an Unrestricted
     Subsidiary, to guaranty the Obligations pursuant to a
     Subsidiary Guaranty and grant Liens on its assets to Agent
     for the ratable benefit of Lenders as security for the
     repayment of the Obligations pursuant to a Subsidiary
     Security Agreement and, if applicable, a Mortgage, and
     (ii) pledge the Stock of each such Unrestricted Subsidiary to
     Agent for the ratable benefit of Lenders as security for the
     repayment of the Obligations pursuant to the Borrower Pledge
     Agreement; provided, however, that this paragraph (b) shall
     not apply to the Unrestricted Subsidiaries in existence on
     the date hereof, except as provided in the Borrower Pledge
     Agreement.

          5.12. Application of Proceeds.  Borrower shall use the
     proceeds of Revolving Credit Advances as provided in
     Section 1.3.

          5.13. Fiscal Year.  Borrower shall, and shall cause each
     Subsidiary to, maintain as its Fiscal Year the twelve month
     period ending on December 31 of each year.

          5.14. Employee Plans.

               (a)  With respect to each Qualified Plan hereafter
<PAGE>
<PAGE>51
     adopted or maintained by any Loan Party or any ERISA
     Affiliate, other than a Multiemployer Plan, Borrower shall
     (i) seek, or cause each of its ERISA Affiliate to seek, and
     receive determination letters from the IRS to the effect that
     such Qualified Plan is qualified within the meaning of
     Section 401(a) of the IRC; and (ii) from and after the
     adoption of any such Qualified Plan, cause such plan to be
     qualified within the meaning of Section 401(a) of the IRC and
     to be administered in all material respects in accordance
     with the requirements of ERISA and Section 401(a) of the IRC.

               (b)  With respect to each welfare benefit plan, as
     defined in Section 3(1) of ERISA, hereafter adopted or
     maintained by any Loan Party or any ERISA Affiliate, Borrower
     shall comply, or cause each of its ERISA Affiliates to
     comply, with the notice and continuation coverage
     requirements of Section 4980B of the IRC and the regulations
     thereunder in all material respects.


     6.   NEGATIVE COVENANTS

          Borrower covenants and agrees (for itself and each
     Subsidiary of Borrower) that, without Required Lenders' prior
     written consent, from and after the date hereof and until the
     Termination Date:

          6.1. Mergers and Acquisitions.

               (a)  Borrower shall not, and shall cause each of
     its Subsidiaries not to, directly or indirectly, by operation
     of law or otherwise, merge with, consolidate with, acquire
     all or substantially all of the assets or capital Stock of,
     or otherwise combine with, any Person, or acquire all or
     substantially all of the assets of an operating division of
     any Person, or form any Subsidiary; provided, however, that
     subject to subparagraph (b) hereof, Borrower shall be
     permitted to make acquisitions of the assets or Stock of any
     Person or Persons, so long as, after giving effect to any
     such acquisition, the Aggregate Purchase Price for all such
     acquisitions made during the term of this Agreement pursuant
     to this Section 6.1(a) does not exceed the available amount
     under the Repayment/Acquisition Basket as evidenced by a
     certificate of a Responsible Officer delivered to Agent not
     less than three (3) Business Days prior to such acquisition
     indicating that the conditions contained in this Section
     6.1(a) shall have been satisfied; and, provided, further,
     that (i) Borrower may dissolve any Subsidiary of Borrower
     (other than Figgie Properties or Figgie Real Estate to the
     extent Figgie Properties or Figgie Real Estate owns assets
     other than cash or Cash Equivalents), (ii) any Subsidiary of
     Borrower may merge, consolidate or otherwise combine with
     Borrower or any other Subsidiary of Borrower so long as
     (v) if Borrower is a party to such transaction, Borrower
     shall be the surviving corporation, (w) no Default or Event
     of Default shall have occurred and be continuing immediately
     before and after giving effect to such merger, consolidation
     or combination, (x) if an Unrestricted Subsidiary is a party
<PAGE>
<PAGE>52
     to such transaction, the surviving corporation shall not be a
     Restricted Subsidiary, (y) if Borrower is not a party to such
     transaction, the surviving corporation shall be a wholly-
     owned Subsidiary of Borrower and if a Domestic Subsidiary is
     party to such transaction, the surviving corporation shall be
     a Domestic Subsidiary, and (z) if either Figgie Properties or
     Figgie Real Estate is a party to such transaction,
     (A) Borrower shall be the surviving corporation and
     (B) immediately prior to such merger, consolidation or
     combination, neither Figgie Properties nor Figgie Real
     Estate, as the case may be, shall own any assets (other than
     cash or Cash Equivalents), and (iii) Borrower may make
     Investments to the extent permitted by Section 6.2(vii).

               (b)  Borrower shall not make any such acquisition
     unless:

                  (i)  immediately before and after giving effect
               thereto, (A) any Subsidiaries acquired or created in
               connection with such acquisition shall be a wholly-owned
               Subsidiary of Borrower and shall be in compliance with
               all warranties and representations and affirmative and
               negative covenants under this Agreement, and (B) there
               shall exist no Default or Event of Default and no
               Default or Event of Default would be created;

                   (ii)  in the event of an asset acquisition, any
               acquired asset that is of the type that would be
               required to be pledged as "Collateral" if it were owned
               by Borrower on the Closing Date, shall be pledged as
               Collateral to Agent, for the ratable benefit of Lenders,
               pursuant to a security agreement in form and substance
               substantially similar to the Borrower Security Agreement
               and Borrower Pledge Agreement, as applicable, and
               otherwise reasonably satisfactory to Agent;

                  (iii)  in the event of a stock acquisition,
               (A) Borrower shall pledge to Agent, for the ratable
               benefit of Lenders, the Stock of any newly created or
               acquired Subsidiary and each of its Subsidiaries, if
               any, (B) such Subsidiary and each of its Subsidiaries,
               if any, shall be an Unrestricted Subsidiary, and
               (C) such Subsidiary and each of its Subsidiaries, if
               any, shall each execute a Subsidiary Guaranty that will
               be secured by all of its respective assets and a
               Subsidiary Security Agreement and, if applicable, a
               Mortgage;

                   (iv)  any such entity acquired shall be engaged in a
               line of business similar to that conducted at the time
               of such acquisition by Scott Aviation, the Snorkel
               Division, the Taylor Division or Interstate Electronics;
               and

                  (v)  in the case of any acquisition for which the
               Aggregate Purchase Price is in excess of $5,000,000,
               Borrower shall have given Agent (A) 30 days' advance
               written notice of such acquisition, including a brief
<PAGE>
<PAGE>53
               description of the property being acquired, the
               Aggregate Purchase Price (or range) thereof, and the
               Person from whom such property is being acquired, and
               (B) on the date of such acquisition, a certification, in
               a form acceptable to Agent, from a Responsible Officer
               stating that Borrower has complied with clause (b)(i) of
               this Section 6.1;

     provided, however, that any liabilities that are assumed by
     Borrower or any newly created or acquired Subsidiary of
     Borrower (including accounts payable) shall not be assumed by
     Borrower unless any such liability is in a quantifiable
     amount (or, if not in a quantifiable amount, a maximum amount
     that can be reasonably ascertained by Borrower) and the
     liability assumed is not greater than the amount permitted
     under the Repayment/Acquisition Basket, provided that a
     Responsible Officer shall have delivered to Agent immediately
     prior to any such acquisition a certificate as to the
     calculation of the Repayment/Acquisition Basket.

          6.2. Investments.  Borrower shall not (and shall not
     permit any of its Subsidiaries to), directly or indirectly,
     make or maintain any Investment except (i) as otherwise
     permitted by Section 6.1, 6.3, 6.4 or 6.6; (ii) Investments
     outstanding on the date hereof and listed on Schedule 6.2;
     (iii) advances constituting trade credit representing the
     purchase price of inventory or supplies sold to any Person
     (other than a Subsidiary or Affiliate of Borrower) in the
     ordinary course of business; (iv) Investments in Cash
     Equivalents; (v) Investments consisting of promissory notes
     and other securities received as proceeds of disposals
     permitted by Section 6.8 and including proceeds of deferred
     divestiture Investments described in Schedule 6.2 received in
     transactions concluded prior to the date hereof ("Deferred
     Divestiture Proceeds") and any replacement Investment so long
     as such replacement Investment is at least as liquid as such
     original Investment as evidenced by a certificate of a
     Responsible Officer delivered to Agent not less than three
     (3) Business Days prior to such transaction indicating that
     the conditions contained in this Section 6.2(v) shall have
     been satisfied; (vi) Investments consisting of guarantees,
     indemnities and similar obligations in favor of any buyer in
     any disposal transaction permitted under Section 6.8;
     (vii) Investments in Joint Venture Subsidiaries or entities
     which upon the occurrence of any such Investment shall become
     a Joint Venture Subsidiary in an aggregate amount not to
     exceed $2,000,000 made in any Fiscal Year, provided that any
     excess of the amount provided above for any one Fiscal Year
     over the actual aggregate Investments of Borrower or any
     Subsidiary of Borrower in Joint Venture Subsidiaries made
     during such Fiscal Year may be carried forward to, and made
     available for, the next succeeding Fiscal Year; and
     (viii) miscellaneous Investments not to exceed $200,000 in
     the aggregate at any time based upon the book value of such
     Investments.

          6.3. Indebtedness.  Borrower shall not (and shall not
     permit any of its Subsidiaries to) create, incur, assume or
<PAGE>
<PAGE>54
     permit to exist any Indebtedness, except (i) the Obligations;
     (ii) Deferred Taxes; (iii)(x) Capital Lease Obligations
     secured by Liens permitted under clause (iv) of Section 6.7
     and (y) Indebtedness secured by purchase money Liens permit-
     ted under clause (iv) of Section 6.7 in a maximum aggregate
     amount outstanding at any time under clauses (x) and (y) not
     to exceed $5,000,000; (iv) existing Indebtedness as of the
     Closing Date, provided that any such Indebtedness in excess
     of $1,000,000 in aggregate principal amount shall be set
     forth on Schedule 6.3; (v) Indebtedness of any Subsidiary of
     Borrower owing to Borrower or another Subsidiary of Borrower
     and which is permitted under Section 6.4, provided that
     (A) upon the request of Agent and/or Required Lenders such
     Subsidiary of Borrower shall execute and deliver to Borrower
     a demand note (collectively the "Intercompany Notes") to
     evidence any such intercompany Indebtedness owing by such
     Subsidiary to Borrower or by any Unrestricted Subsidiary to
     another Unrestricted Subsidiary, and (B) Agent and/or
     Required Lenders may request an Intercompany Note to evidence
     any such Indebtedness outstanding on the Closing Date, which
     Intercompany Notes shall be in form and substance
     satisfactory to Agent and shall be pledged and delivered by
     Borrower to Agent pursuant to the Borrower Pledge Agreement
     as additional collateral security for the Obligations;
     (vi) other Indebtedness not to exceed $5,000,000 in the
     aggregate at any time outstanding; (vii) Indebtedness of
     Borrower owing to any Subsidiary of Borrower and which is
     permitted under Section 6.4 in the form of cash loans or
     advances to Borrower, provided that (A) Agent and/or Required
     Lenders may request an Intercompany Note for any such
     Indebtedness outstanding on the Closing Date or arising
     thereafter and, solely with respect to Unrestricted
     Subsidiaries, that such Intercompany Note be pledged and
     delivered to Agent as additional collateral security for the
     Obligations, and (B) the documentation evidencing any such
     Indebtedness shall provide that, and Borrower hereby agrees
     that, upon the occurrence and during the continuance of any
     Event of Default, the payment of principal of (and premium,
     if any) and interest and other payment obligations in respect
     of such Indebtedness shall be subordinate to the prior
     payment in full of the Obligations and shall not occur prior
     to the Termination Date; and (viii) any renewal, extension,
     refinancing or refunding of any Indebtedness permitted in
     clause (iv) above on terms no less favorable to Borrower,
     Agent or any Lender, as determined by Required Lenders in the
     case of any such renewal, extension, refinancing or refunding
     of Indebtedness in excess of $5,000,000 or Agent in the case
     of any such renewal, extension, refinancing or refunding of
     Indebtedness secured by the CAFIG Mortgage, than the terms of
     the Indebtedness being renewed, extended, refinanced or
     refunded, including, without limitation, with respect to
     amount, maturity, amortization, interest rate, premiums,
     fees, covenants, events of default and remedies.

          6.4. Affiliate and Employee Loans and Transactions;
     Employment Agreements.  Except as provided in Section 6.1,
     Borrower shall not (and shall not permit any of its Subsidi-
     aries to) enter into or suffer to exist any lending, borrow-
<PAGE>
<PAGE>55
     ing or other commercial transaction with any of its Subsidi-
     aries, Affiliates, officers, directors or employees, includ-
     ing, without limitation, payment of any management, consult-
     ing, advisory or similar fee, other than any such transaction
     with an Affiliate (other than a Subsidiary), officer,
     director or employee of Borrower which is entered into on an
     arm's-length basis and in the ordinary course of business of
     Borrower; provided, however, (a) Borrower may (i) extend
     loans to its officers, directors and employees in a maximum
     aggregate principal amount outstanding at any time for all
     officers, directors and employees of $2,000,000, (ii) extend
     loans or make other advances to the Foreign Subsidiaries in
     an aggregate amount not to exceed (x) in the case of any such
     existing loans and advances, the amount of such loans and
     advances listed on Schedule 6.4 and outstanding as of the
     Closing Date (the "Existing Foreign Loans") and (y) in the
     case of any such loans and advances made after the Closing
     Date, $3,000,000 outstanding at any time (the amount referred
     to in clause (y), the "Foreign Subsidiary Basket") for the
     purpose of enabling such Foreign Subsidiaries to pay taxes,
     pay insurance premiums, pay miscellaneous filing,
     registration and other fees, repay Indebtedness to facilitate
     Borrower's tax planning or otherwise satisfy obligations in
     connection with Borrower's divestiture program and, in the
     case of Snorkel Elevating Work Platforms Limited (New
     Zealand) and Snorkel Elevating Work Platforms Pty. Limited
     (Australia), otherwise meet working capital requirements,
     provided that (A) subject to the terms of Section 6.13(iii),
     the Existing Foreign Loans shall be permanently reduced from
     time to time by repayments made in accordance with the terms
     thereof as in effect on the date hereof, and (B) any repay-
     ments made by any Foreign Subsidiary of loans or advances
     made by Borrower to such Foreign Subsidiary pursuant to the
     Foreign Subsidiary Basket shall be made in cash or Cash
     Equivalents, (iii) extend loans or make other advances to the
     Domestic Subsidiaries in an aggregate amount not to exceed
     (x) in the case of any such existing loans and advances, the
     amount of such loans and advances listed on Schedule 6.4 and
     outstanding as of the Closing Date (the "Existing Domestic
     Loans"), and (y) in the case of any such loans and advances
     made after the Closing Date, $5,000,000 outstanding at any
     time (the amount referred to in clause (y), the "Domestic
     Subsidiary Basket"), for the purpose of (A) repaying
     miscellaneous obligations of the Domestic Subsidiaries to the
     extent Borrower would be permitted to pay such obligations
     under Section 6.4 and (B) repaying Indebtedness secured by
     mortgages on any such Domestic Subsidiary's real property to
     the extent any such repayment is permitted by Section
     6.13(iii), provided that the Existing Domestic Loans shall be
     permanently reduced from time to time by repayments made in
     accordance with the terms thereof as in effect on the date
     hereof, (iv) extend loans to Joint Venture Subsidiaries to
     the extent permitted by Section 6.2(vii), and (v) with
     Subsidiaries of Borrower, provide payroll, accounting, legal
     and similar administrative services and enter into real
     property leases, intellectual property licenses, intercompany
     sales of goods and similar transactions, in each case to the
     extent entered into on an arm's-length basis in the ordinary
<PAGE>
<PAGE>56
     course of Borrower's business consistent with past practices,
     (b) any Subsidiary of Borrower may extend loans or advances
     to Borrower in accordance with Section 6.3(vii), and (c) any
     Unrestricted Subsidiary may extend loans or advances to
     another Unrestricted Subsidiary and any Restricted Subsidiary
     may extend loans or advances to another Restricted Subsidi-
     ary.  With respect to any repayment provided for in clause
     (a)(ii) or (iii) above, Borrower shall deliver to Agent not
     less than three (3) Business Days in advance of any such
     repayment a certificate of a Responsible Officer indicating
     whether any repayments of Indebtedness pursuant to Section
     6.13 are to be applied to the repayment of (x) loans or ad-
     vances made pursuant to either the Foreign Subsidiary Basket
     or the Domestic Subsidiary Basket or (y) Existing Domestic
     Loans or Existing Foreign Loans.  Set forth on Schedule 6.4
     is a list of all such lending, borrowing or other commercial
     transactions existing or outstanding as of the date hereof.

          6.5. Capital Structure and Business.  Except as
     permitted under Section 5.1, Borrower shall not (and shall
     not permit any of its Subsidiaries to) (i) make any changes
     in its business objectives, purposes, or operations which,
     individually or in the aggregate, could reasonably be
     expected to result in a Material Adverse Effect, (ii) except
     as permitted under Section 6.14, make any change in its
     capital structure as described on Schedule 3.9 (including,
     without limitation, the issuance or recapitalization of any
     shares of Stock or other securities convertible into Stock or
     any revision of the terms of its outstanding Stock);
     provided, however, that Borrower may issue shares of its
     Stock for cash or Cash Equivalents, or (iii) in the case of
     Borrower or any Material Subsidiary, amend its articles or
     certificate of incorporation, charter, by-laws or other
     organizational documents other than any amendment to cure any
     ambiguity, defect or inconsistency with any other provision
     therein or to correct or supplement any provision therein
     which may be inconsistent with any other provision therein,
     provided that any such amendment shall not adversely affect
     the interests of Lenders in any material respect.  Notwith-
     standing the foregoing terms of this Section 6.5, Borrower
     may change its articles of incorporation, by-laws and other
     organizational documents in order to create one class of
     Stock to replace or consolidate Borrower's existing Class A
     and Class B common Stock; provided, however, that any such
     change may not provide for Restricted Payments, a Change of
     Control, or other terms which in any such instance could
     reasonably be expected to cause a Default or Event of Default
     hereunder or otherwise, individually or in the aggregate,
     could reasonably be expected to result in a Material Adverse
     Effect.

          6.6. Guaranteed Indebtedness.  Except as set forth in
     Schedule 6.6, Borrower shall not (and, except as provided for
     in Section 6.1(b), shall not permit any of its Subsidiaries
     to) incur any Guaranteed Indebtedness except (i) by
     endorsement of instruments or items of payment for collection
     or deposit to the general account of such Person, (ii) for
     Guaranteed Indebtedness incurred for the benefit of Borrower
<PAGE>
<PAGE>57
     if the primary obligation is permitted by this Agreement for
     Borrower to incur (and such Guaranteed Indebtedness shall be
     treated as a primary obligation for all purposes hereof),
     (iii) for performance bonds, indemnities, product warranties
     and similar obligations entered into in the ordinary course
     of business consistent with past practices, (iv) guarantees
     by Borrower of the obligations of Joint Venture Subsidiaries
     to the extent permitted by Section 6.2(vii), and
     (v) guarantees by Borrower of Indebtedness of any
     Subsidiaries of Borrower to the extent Borrower would be
     permitted to create, incur or assume such Indebtedness
     hereunder.

          6.7. Liens.  Borrower shall not (and shall not permit
     any of its Subsidiaries to) create or permit to exist any
     Lien on any of its properties or assets except for
     (i) presently existing or hereafter created Liens in favor of
     Agent on behalf of Lenders to secure the Obligations;
     (ii) Liens set forth on Schedule 6.7 existing on the date
     hereof; (iii) Permitted Encumbrances; (iv) purchase money
     liens or purchase money security interests upon or in
     Equipment acquired by Borrower or any of its Subsidiaries in
     the ordinary course of business to secure the purchase price
     of such Equipment or to secure Indebtedness or Capital Lease
     Obligations in each case to the extent permitted under
     Section 6.3(iii) incurred solely for the purpose of financing
     the acquisition of such Equipment, so long as such Equipment
     is not a component, part or accessory installed on, or an
     accession, addition or attachment to, any other Equipment or
     other property of Borrower or any Subsidiary thereof (except
     other Equipment on which a security interest exists under
     this clause); and (v) extensions, renewals and replacements
     of Liens referred to in clauses (ii) and (iv) above, provided
     that any such extension, renewal or replacement Lien is
     limited to the property or assets covered by the Lien
     extended, renewed or replaced and does not secure
     Indebtedness in an amount greater than the amount of the
     outstanding Indebtedness secured thereby immediately prior to
     the date of such extension, renewal or replacement.

          6.8. Sale of Assets.  Borrower shall not (and shall not
     permit any of its Subsidiaries to) sell, transfer, convey,
     assign or otherwise dispose of any of its assets or proper-
     ties, including, without limitation, any Collateral;
     provided, however, that the foregoing shall not prohibit
     (i) the sale of Inventory in the ordinary course of business;
     (ii) the sale or disposition of any assets which have become
     obsolete or surplus to the business of Borrower or any of its
     Subsidiaries; (iii) completion by Borrower of its divestiture
     program, including sales or other dispositions of surplus
     assets, in accordance with Schedule 6.8; (iv) the sale by
     Borrower of certain assets as described in that certain
     letter from Borrower to Agent and Lenders, dated December 19,
     1995 (the "Side Letter"); (v) the sale by Borrower and its
     Subsidiaries of assets other than the Collateral for a sale
     price not less than the Fair Market Value of such assets and
     for proceeds not to exceed $1,000,000 in the aggregate during
     any calendar year; and (vi) the sale or exchange of
<PAGE>
<PAGE>58
     Investments received in connection with divestitures to  the
     extent permitted by Section 6.2(v).

          6.9. ERISA.  Neither Borrower nor any ERISA Affiliate
     shall acquire any new ERISA Affiliate that (i) maintains or
     has an obligation to contribute to a Pension Plan other than
     a Multiemployer Plan that has an "accumulated funding
     deficiency," as defined in Section 302 of ERISA; or (ii) has
     an obligation to contribute to a Multiemployer Plan where its
     share of any "unfunded vested benefits," as defined in
     Section 4006(a)(3)(E)(iii) of ERISA equals or exceeds
     $1,000,000.  Additionally, neither Borrower nor any ERISA
     Affiliate shall (i) terminate any Pension Plan that is
     subject to Title IV of ERISA where such termination could
     reasonably be anticipated to result in liability to Borrower;
     (ii) permit any accumulated funding deficiency, as defined in
     Section 302(a)(2) of ERISA, to be incurred with respect to
     any Pension Plan; (iii) fail to make any contributions or
     fail to pay any amounts due and owing as required by the
     terms of any Plan before such contributions or amounts become
     delinquent; (iv) make a complete or partial withdrawal
     (within the meaning of Section 4201 of ERISA) from any
     Multiemployer Plan; or (v) at any time fail to provide Agent
     and any Lender with copies of any Plan documents or
     governmental reports or filings, if reasonably requested by
     Agent or any Lender; such that the liability under any of (i)
     through (v) above, or any combination thereof, equals or
     exceeds $1,000,000.

          6.10. Financial Covenants.  Borrower shall not breach or
     fail to comply with any of the following financial covenants,
     each of which shall be calculated in accordance with GAAP
     consistently applied (and based upon the financial statements
     delivered hereunder):

               (a)  Minimum EBITDA.  Borrower shall maintain, for
     the following periods, minimum EBITDA of not less than:
     (i) $5,000,000 for the Fiscal Quarter ending March 31, 1996,
     (ii) $12,000,000 for the two Fiscal Quarter period ending
     June 30, 1996 and (iii) $22,000,000 for the three Fiscal
     Quarter period ending September 30, 1996.  Borrower shall
     maintain for each four Fiscal Quarter period, commencing with
     the four Fiscal Quarter period ending December 31, 1996,
     minimum EBITDA for such period of not less than the amount
     for such period set forth below:

                   Four
               Fiscal Quarter
               Period Ending      Minimum EBITDA

              December 31, 1996         $32,500,000
              March 31, 1997             32,500,000
              June 30, 1997              32,500,000
              September 30, 1997         32,500,000
              December 31, 1997          38,000,000
              March 31, 1998             43,000,000
              June 30, 1998              43,000,000
              September 30, 1998         43,000,000
<PAGE>
<PAGE>59
              December 31, 1998          45,000,000

               (b)  Minimum Scott Aviation EBITDA.  Borrower shall
     maintain, for the following periods, minimum EBITDA
     (calculated for Scott Aviation on a stand-alone basis) of not
     less than:  (i) $4,000,000 for the Fiscal Quarter ending
     March 31, 1996, (ii) $8,000,000 for the two Fiscal Quarter
     period ending June 30, 1996 and (iii) $12,000,000 for the
     three Fiscal Quarter period ending September 30, 1996.
     Borrower shall maintain for each four Fiscal Quarter period,
     commencing with the four Fiscal Quarter period ending on
     December 31, 1996, minimum EBITDA (calculated for Scott
     Aviation on a stand-alone basis) for such period of not less
     than the amount for such period set forth below:

                     Four
                 Fiscal Quarter
                 Period Ending          Minimum EBITDA

                 December 31, 1996      $18,000,000
                 March 31, 1997          18,000,000
                 June 30, 1997           18,000,000
                 September 30, 1997      20,000,000
                 December 31, 1997       20,000,000
                 March 31, 1998          20,000,000
                 June 30, 1998           20,000,000
                 September 30, 1998      20,000,000
                 December 31, 1998       20,000,000

               (c)  Fixed Charge Coverage Ratio.  Borrower shall
     maintain, for the following periods, a Fixed Charge Coverage
     Ratio of not less than:  (i) 1.0 to 1.0 for the Fiscal
     Quarter ending March 31, 1996, (ii) 1.0 to 1.0 for the two
     Fiscal Quarter period ending June 30, 1996 and (iii) 1.0 to
     1.0 for the three Fiscal Quarter period ending September 30,
     1996.  Borrower shall maintain for each four Fiscal Quarter
     period, commencing with the four Fiscal Quarter period ending
     on December 31, 1996, a Fixed Charge Coverage Ratio for such
     period of not less than the amount for such period set forth
     below:

                     Four
                 Fiscal Quarter
                 Period Ending          Minimum Ratio

                 December 31, 1996        1.1:1.0
                 March 31, 1997           1.1:1.0
                 June 30, 1997            1.1:1.0
                 September 30, 1997       1.1:1.0
                 December 31, 1997        1.2:1.0
                 March 31, 1998           1.2:1.0
                 June 30, 1998            1.2:1.0
                 September 30, 1998       1.2:1.0
                 December 31, 1998        1.2:1.0

               (d)  Minimum Tangible Net Worth.  Borrower shall
     maintain, as at the end of each Fiscal Quarter set forth
     below, Tangible Net Worth of not less than the amount for
<PAGE>
<PAGE>60
     such Fiscal Quarter:

               Fiscal Quarter            Minimum
                   Ending             Tangible Net Worth

               December 31, 1995      $24,000,000
               March 31, 1996          27,000,000
               June 30, 1996           30,000,000
               September 30, 1996      33,000,000
               December 31, 1996       36,000,000
               March 31, 1997          40,500,000
               June 30, 1997           45,000,000
               September 30, 1997      49,500,000
               December 31, 1997       54,000,000
               March 31, 1998          60,000,000
               June 30, 1998           66,000,000
               September 30, 1998      72,000,000
               December 31, 1998       79,000,000

               (e)  Current Ratio.  Borrower shall maintain, as at
     the end of each Fiscal Quarter set forth below, a ratio of
     Current Assets to Current Liabilities of not less than the
     amount for such Fiscal Quarter:

               Fiscal Quarter
                   Ending              Minimum Current Ratio

                March 31, 1996         1.6:1.0
                June 30, 1996          1.6:1.0
                September 30, 1996     1.6:1.0
                December 31, 1996      1.9:1.0
                March 31, 1997         1.9:1.0
                June 30, 1997          1.9:1.0
                September 30, 1997     1.9:1.0
                December 31, 1997      2.2:1.0
                March 31, 1998         2.2:1.0
                June 30, 1998          2.2:1.0
                September 30, 1998     2.2:1.0
                December 31, 1998      2.5:1.0

               (f)  Capital Expenditures.  Borrower and its
     Subsidiaries shall not make aggregate Capital Expenditures
     (excluding any Capital Expenditures made by Borrower pursuant
     to Section 5.5 to replace, repair or restore any Property
     subject to any loss or taking described therein) in any
     Fiscal Year in excess of $8,000,000.  In the event Borrower
     is not prohibited by any Governmental Authority from building
     a new headquarters facility in the Chagrin Highlands
     development as described in Schedule 3.14, and there are no
     pending or, to Borrower's knowledge, threatened proceedings
     or litigation which, if adversely determined, could prohibit
     or limit Borrower's ability to build a new headquarters
     facility in the Chagrin Highlands development as described in
     Schedule 3.14 (including, without limitation, the Chagrin
     Highlands litigation described in Schedule 3.14), Borrower
     may make Capital Expenditures for the purpose of building
     such headquarters in addition to Capital Expenditures
     otherwise permitted by this Section 6.10(f) in an aggregate
<PAGE>
<PAGE>61
     amount not to exceed $5,000,000 during the term of this Agreement.

          6.11. Hazardous Materials.  Borrower shall not and shall
     not knowingly permit any of its Subsidiaries or any other
     Person to (a) cause or permit a Release of Hazardous Material
     on, under in or about any Subject Property; (b) use, store,
     generate, treat or dispose of Hazardous Materials, except in
     compliance with Environmental Laws; or (c) transport any
     Hazardous Materials to or from any Subject Property, except
     in compliance with Environmental Laws.

          6.12. Sale-Leasebacks.  Except as set forth on Schedule
     6.12, Borrower shall not (and shall not permit any of its
     Subsidiaries to) engage in any sale-leaseback, synthetic
     lease or similar transaction involving any of its property or
     assets; provided, however, that Borrower may enter into any
     new sale-leaseback, synthetic lease or similar transaction
     after the date hereof on terms no less favorable to Borrower,
     Agent or any Lender, as determined by Required Lenders in the
     case of any such transaction with GE Capital and as deter-

     mined by Agent otherwise, than those of the sale-leaseback
     transactions listed on Schedule 6.12, including, without
     limitation, with respect to lease payments, lease term,
     covenants, events of default and remedies, provided that
     Borrower shall be in compliance with Section 6.3(iii) after
     giving effect to any such transaction.

          6.13. Cancellation of Indebtedness; Amendments.  Except
     as permitted under Section 5.7 or Section 6.1, Borrower shall
     not (and shall not permit any of its Subsidiaries to) cancel
     any claim or Indebtedness owing to it, except for reasonable
     consideration and in the ordinary course of its business, or
     voluntarily prepay, redeem, purchase, retire, defease, or
     make any sinking fund payment or similar payment in respect
     of, any Indebtedness (other than the Obligations), except for
     (i) regularly scheduled payments of Indebtedness as in effect
     on the date hereof, (ii) prepayments in respect of personal
     property leases in connection with the sale of the equipment
     subject to such leases pursuant to Section 6.8, (iii) repay-
     ments, prepayments, redemptions, retirements, defeasances or
     open market purchases of Indebtedness to the extent there is
     availability under the Repayment/Acquisition Basket, provided
     that (x) no Event of Default exists and is continuing or
     would exist by reason of any such repayment, prepayment,
     redemption, retirement defeasance or purchase, and
     (y) Borrower shall have delivered to Agent not less than
     three (3) Business Days in advance of such transaction (or
     such lesser period as may be acceptable to Agent) a
     certificate of a Responsible Officer as to the calculation of
     the Repayment/Acquisition Basket, and (iv) the cancellation,
     conversion, sale and exchange of Investments obtained by
     Borrower as a result of divestitures permitted under Section
     6.8, pursuant to such discounts and other terms as Borrower
     may reasonably deem beneficial for the purpose of enhancing
     liquidity as evidenced by a certificate of a Responsible
     Officer delivered to Agent not less than three (3) Business
     Days prior to any such transaction indicating that the
<PAGE>
<PAGE>62
     liquidity conditions contained in this Section 6.13(iv) shall
     have been satisfied; provided, however, that to the extent
     the proceeds of any such cancellation, conversion, sale or
     exchange represent Net Proceeds, such Net Proceeds shall be
     applied in accordance with Section 6.8.  Borrower shall not
     amend the Senior Note Indenture or Subordinated Indenture
     without the prior written consent of Required Lenders.

          6.14. Restricted Payments.  Except as permitted under
     Section 6.4, Borrower shall not make any Restricted Payment
     to any Person and Borrower shall not permit any of its
     Subsidiaries to make any Restricted Payment other than to
     Borrower or to a wholly-owned Subsidiary of Borrower which
     owns the Stock of such Subsidiary; provided, however, that
     Borrower may (a) make repurchases of its Stock pursuant to
     the Restricted Stock Plan and the Key Employees Stock Option
     Plan, (b) make repurchases of its Stock in an aggregate
     amount not to exceed $2,000,000 during the term of this
     Agreement, provided that in the case of either clause (a) or
     (b) of this Section 6.14, no Default or Event of Default
     exists and is continuing or would exist by reason of any such
     repurchase, and (c) make repurchases of its Stock and/or pay
     cash dividends, provided that in the case of clause (c)
     (i) Borrower's Tangible Net Worth shall exceed $75 million
     after giving effect to any such repurchase or dividend,
     (ii) any such repurchases and/or dividend payments shall not
     in the aggregate exceed 50% of the cumulative Net Income for
     the period commencing January 1, 1996 and ending on the last
     day of the last full Fiscal Quarter ending immediately
     preceding the date of such repurchase or dividend (as reduced
     by the amount of any repurchases or cash dividends previously
     paid pursuant to this Section 6.14), (iii) no Default or
     Event of Default exists and is continuing or would exist by
     reason of any such repurchase or dividend, and (iv) after
     giving effect to any such repurchase or dividend Borrower
     will be in compliance with Section 6.10 as if such repurchase
     or dividend had occurred prior to the end of the last full
     Fiscal Quarter ending immediately preceding the date of such
     repurchase or dividend as evidenced by a certificate of a
     Responsible Officer delivered to Agent not less than three
     (3) Business Days prior to such transaction indicating that
     the conditions contained in this Section 6.14(iv) shall have
     been satisfied.

          6.15. Operating Leases.  Except as permitted under
     Section 6.12 and Section 6.13, Borrower shall not (and shall
     not permit any of its Subsidiaries to) (i) cancel (by
     amendment, modification or otherwise) any lease of personal
     property with aggregate annual base rent in excess of
     $3,000,000 which is not a Capital Lease without the prior
     written consent of Required Lenders, (ii) renew (by
     amendment, modification or otherwise) any lease of personal
     property with aggregate annual base rent in excess of
     $3,000,000 which is not a Capital Lease without the prior
     written consent of Required Lenders, other than renewals of
     existing personal property leases which are not Capital
     Leases upon substantially the same terms as are in effect on
     the Closing Date, or (iii) enter into any lease of personal
<PAGE>
<PAGE>63
     property with aggregate annual base rent in excess of
     $1,000,000 which is not a Capital Lease without the prior
     written consent of Required Lenders.

          6.16. Blocked Accounts.  Borrower shall not permit
     collections from Scott Aviation, the Snorkel Division or the
     Taylor Division to be deposited in any account other than the
     Blocked Accounts identified on Schedule 3.19 or any other
     account with respect to which Borrower has delivered to Agent
     an effective Blocked Account Agreement.

          6.17. No Speculative Transactions.  Borrower shall not
     (and shall not permit any of its Subsidiaries to) engage in
     any speculative transaction or any transaction involving
     commodity options or futures contracts (other than in the
     ordinary course of business consistent with past practice and
     interest rate swap, cap or collar agreements relating to the
     Revolving Credit Advances).

          6.18. Margin Regulations.  Borrower shall not use or
     permit any proceeds of any Revolving Credit Advance or Letter
     of Credit Obligation to be used to purchase or carry any
     Margin Stock or any equity security of a class which is
     registered pursuant to Section 12 of the Exchange Act.

          6.19. Limitation on Negative Pledge Clauses.  Except as
     set forth on Schedule 6.19, Borrower shall not (and shall not
     permit any of its Subsidiaries to), directly or indirectly,
     enter into any agreement with any Person other than Agent or
     Lenders pursuant to a Loan Document which prohibits or limits
     the ability of Borrower or any of its Subsidiaries to create,
     incur, assume or suffer to exist any Lien upon any Collateral
     or on any other material property, assets or revenues,
     whether now owned or hereafter acquired.

          6.20. Accounting Changes; Fiscal Year.  Borrower shall
     not (and shall not permit any of its Subsidiaries to) make,
     any significant change in accounting treatment and reporting
     practices except for changes concurred in by Borrower's
     independent public accountants.  Borrower shall not (and
     shall not permit any of its Subsidiaries to) change its
     Fiscal Year.


     7.   TERM

          7.1. Duration.  The financing arrangement contemplated
     hereby shall be in effect until the Commitment Termination
     Date.  On the Commitment Termination Date, the Maximum
     Revolving Credit Commitment shall terminate and the Revolving
     Credit Loan and all other Obligations shall immediately
     become due and payable in full, in cash.

          7.2. Survival of Obligations.  Except as otherwise
     expressly provided for in the Loan Documents, no termination
     or cancellation (regardless of cause or procedure) of any
     financing arrangement under this Agreement shall in any way
     affect or impair the Obligations, duties, indemnities, and
<PAGE>
<PAGE>64
     liabilities of any Loan Party, or the rights of Agent or any
     Lender relating to any Obligations, due or not due, liquida-
     ted, contingent or unliquidated or any transaction or event
     occurring prior to such termination, or any transaction or
     event, the performance of which is not required until after
     the Commitment Termination Date.  Except as otherwise
     expressly provided herein or in any other Loan Document, all
     undertakings, agreements, covenants, warranties and repre-
     sentations of or binding upon any Loan Party, and all rights
     of Agent and each Lender, all as contained in the Loan
     Documents shall not terminate or expire, but rather shall
     survive such termination or cancellation and shall continue
     in full force and effect until such time as all of the
     Obligations have been indefeasibly paid in full in accordance
     with the terms of the agreements creating such Obligations.


     8.   EVENTS OF DEFAULT; RIGHTS AND REMEDIES

          8.1. Events of Default.  The occurrence of any one or
     more of the following events (regardless of the reason
     therefor) shall constitute an "Event of Default" hereunder:

               (a)  Borrower shall fail to make any payment in
     respect of any Obligations hereunder or under any of the
     other Loan Documents when due and payable or declared due and
     payable, including, without limitation, any payment of
     principal of, or interest on, the Revolving Credit Loan.

               (b)  Borrower shall fail or neglect to perform,
     keep or observe any of the provisions of Section 1.7, Section
     4.1 or Section 6, including, without limitation, any of the
     provisions set forth on Annex B or Annex D.

               (c)  Any Loan Party shall fail or neglect to
     perform, keep or observe any term or provision of this
     Agreement (other than any such term or provision referred to
     in paragraph (a) or (b) above) or of any of the other Loan
     Documents to which such Loan Party is a party, and the same
     shall remain unremedied for a period ending on the first to
     occur of ten (10) days after Borrower shall receive written
     notice of any such failure from Agent or any Lender or thirty
     (30) days after Borrower shall become aware thereof.

               (d)  A default shall occur under any other
     agreement, document or instrument to which Borrower or any
     Material Subsidiary is a party or by which any such Person or
     its property is bound, and such default (i) involves the
     failure to make any payment (whether of principal, interest
     or otherwise) due beyond any applicable grace period (whether
     by scheduled maturity, required prepayment, acceleration,
     demand or otherwise) in respect of any Indebtedness of such
     Person in an aggregate amount exceeding $5,000,000 or
     (ii) causes (or permits any holder of such Indebtedness or a
     trustee to cause) such Indebtedness, or a portion thereof in
     an aggregate amount exceeding $5,000,000, to become due prior
     to its stated maturity or prior to its regularly scheduled
     dates of payment.
<PAGE>
<PAGE>65
               (e)  Any representation or warranty herein or in
     any Loan Document or in any written statement pursuant
     thereto or  hereto, any report, financial statement or
     certificate made or delivered to Agent or any Lender by any
     Loan Party shall be untrue or incorrect as of the date when
     made or deemed made (including those made or deemed made
     pursuant to Section 2.2).

               (f)  Any of the assets of Borrower, any Significant
     Subsidiary or any Material Subsidiary shall be attached,
     seized, levied upon or subjected to a writ or distress
     warrant, or come within the possession of any receiver,
     trustee, custodian or assignee for the benefit of creditors
     of Borrower, such Significant Subsidiary or such Material
     Subsidiary and shall remain unstayed or undismissed for sixty
     (60) consecutive days; or any Person other than Borrower, any
     Significant Subsidiary or any Material Subsidiary, as the
     case may be, shall apply for the appointment of a receiver,
     trustee or custodian for Borrower's, such Significant
     Subsidiary's or such Material Subsidiary's assets and shall
     remain unstayed or undismissed for sixty (60) consecutive
     days; or Borrower, any Significant Subsidiary or any Material
     Subsidiary shall have concealed, removed or  permitted to be
     concealed or removed, any part of its property, with intent
     to hinder, delay or defraud its creditors or any of them or
     made or suffered a transfer of any of its property or the
     incurring of an obligation which may be fraudulent under any
     bankruptcy, fraudulent conveyance or other similar law.

               (g)  A case or proceeding shall have been commenced
     against Borrower, any Significant Subsidiary or any Material
     Subsidiary in a court having competent jurisdiction seeking a
     decree or order (i) under Title 11 of the United States Code,
     as now constituted or hereafter amended, or any other
     applicable federal, state or foreign bankruptcy or other
     similar law, (ii) appointing a custodian, receiver,
     liquidator, assignee, trustee or sequestrator (or similar
     official) of Borrower, such Significant Subsidiary or such
     Material Subsidiary or of any substantial part of its
     properties, or (iii) ordering the winding up or liquidation
     of the affairs of Borrower, such Significant Subsidiary or
     such Material Subsidiary and such case or proceeding shall
     remain undismissed or unstayed for sixty (60) consecutive
     days or such court shall enter a decree or order granting the
     relief sought in such case or proceeding.

               (h)  Borrower, any Significant Subsidiary or any
     Material Subsidiary shall (i) file a petition seeking relief
     under Title 11 of the United States Code, as now constituted
     or  hereafter amended, or any other applicable federal, state
     or foreign bankruptcy or other similar law, (ii) consent to
     the institution of proceedings thereunder or to the filing of
     any such petition or to the appointment of or taking
     possession by a custodian, receiver, liquidator, assignee,
     trustee or  sequestrator (or similar official) of Borrower,
     such Significant Subsidiary or such Material Subsidiary or of
     any substantial part of Borrower's, such Significant
     Subsidiary's or such Material Subsidiary's properties,
<PAGE>
<PAGE>66
     (iii) fail generally to pay its debts as such debts become
     due, or (iv) take any corporate action in furtherance of any
     such action.

               (i)  Final judgment or judgments (after the
     expiration of all times to appeal therefrom) for the payment
     of money in excess of $2,500,000 in the aggregate (and as to
     which an insurer satisfactory to Required Lenders has not
     acknowledged liability in writing) shall be rendered against
     any Loan Party, unless the same shall be vacated, stayed,
     bonded, paid or discharged within a period of thirty (30)
     days from the date of such judgment.

               (j)  There shall occur any Material Adverse Effect
     since the date hereof which shall not have been cured (or
     waived by Required Lenders) within ten days of notice thereof
     from Agent to Borrower.

               (k)  Any provision of any Loan Document shall for
     any reason cease to be valid, binding and enforceable in
     accordance with its terms against any Loan Party or any such
     party shall so state in writing; or any Lien created under
     any Collateral Document shall cease to be a valid and
     perfected Lien having the first priority in  any of the
     Collateral purported to be covered thereby.

               (l)  There shall occur a Change of Control.

               (m)  There shall occur any "Event of Default" under
     and as defined in the Senior Note Indenture or the
     Subordinated Indenture.

               (n)  An event or condition specified in Section 6.9
     hereof shall occur or exist with respect to any Plan or
     Multiemployer Plan and, as a result of such event or
     condition, together with all other such events or conditions
     not shown on Schedule 3.13, Borrower, any Subsidiary thereof
     or any ERISA Affiliate shall incur or in the opinion of
     Required Lenders shall be reasonably likely to incur a
     liability to a Plan, a Multiemployer Plan, PBGC or any Person
     (or any combination of the foregoing) which equals or exceeds
     $1,000,000 in the aggregate.

          8.2. Remedies.  If any Default shall have occurred and
     be continuing, the rate of interest applicable to the
     Revolving Credit Loan and the fees payable in connection with
     the Letter of Credit Obligations may, at Required Lenders'
     sole discretion, be increased, effective upon notice of such
     increase to Borrower from Agent on behalf of Required
     Lenders, to the Default Rate as provided in Section 1.4(c)
     or, in the case of Letter of Credit Obligations, increased by
     2% per annum.  If any Event of Default shall have occurred
     and be continuing Agent may, or shall with the consent of
     Required Lenders, without notice, take any one or more of the
     following actions:  (a) terminate the Maximum Revolving
     Credit Commitment whereupon Lenders' obligation to make
     further Revolving Credit Advances and Agent's or the Issuing
     Bank's, as the case may be, obligation to incur Letter of
<PAGE>
<PAGE>67
     Credit Obligations shall terminate; or (b) declare all or any
     portion of the Obligations to be forthwith due and payable,
     including any contingent liabilities with respect to Letter
     of Credit Obligations, whereupon such Obligations shall
     become and be due and payable; (c) require that all Letter of
     Credit Obligations be fully cash collateralized in accordance
     with the terms of Annex F; or (d) exercise any rights and
     remedies provided to Agent or Lenders under the Loan
     Documents and/or at law or equity, including all remedies
     provided under the Code; provided, however, that upon the
     occurrence of an Event of Default specified in Section
     8.1(f), (g) or (h), the rate of interest applicable to all
     Obligations shall be increased automatically to the Default
     Rate as provided in Section 1.4(c) and the fees payable in
     connection with the Letter of Credit Obligations shall be
     increased by 2% per annum, and the Maximum Revolving Credit
     Commitment shall immediately terminate and the Obligations
     shall become immediately due and payable, in each case,
     without declaration, notice or demand by any Person.

          8.3. Waivers by Borrower.  Except as otherwise provided
     for in this Agreement and applicable law to the full extent
     permitted by applicable law, Borrower waives (i) presentment,
     demand and protest and notice of presentment, dishonor,
     notice of intent to accelerate, protest, default, nonpayment,
     maturity, release, compromise, settlement, extension or
     renewal of any or all Loan Documents, notes, commercial
     paper, accounts, contract rights, documents, instruments,
     chattel paper and guaranties at any time held by Agent or any
     Lender on which Borrower may in any way be liable, and
     Borrower hereby ratifies and confirms whatever Agent or any
     Lender may do in this regard, (ii) all rights to notice and a
     hearing prior to Agent's or Lenders' taking possession or
     control of, or to Agent's or Lenders' replevy, attachment or
     levy upon, the Collateral or any bond or security which might
     be required by any court prior to allowing Agent or Lenders
     to exercise any of their remedies, and (iii) the benefit of
     any right of redemption and all valuation, appraisal and
     exemption laws.  Borrower acknowledges that it has been
     advised by counsel of its choice with respect to this
     Agreement, the other Loan Documents and the transactions
     contemplated by this Agreement and the other Loan Documents.


     9.   AGENT

          9.1. Appointment, Powers and Immunities.  Each Lender
     hereby irrevocably appoints and authorizes GE Capital to act
     as its agent hereunder and under the other Loan Documents
     with such powers as are specifically delegated to Agent by
     the terms of this Agreement and of the other Loan Documents,
     together with such other powers as are reasonably incidental
     thereto.  Agent (which term as used in this sentence and in
     Section 9.5 and the first sentence of Section 9.6 hereof
     shall include reference to its affiliates and its own and its
     affiliates' officers, directors, employees and agents):
     (a) shall have no duties or responsibilities except those
     expressly set forth in this Agreement and in the other Loan
<PAGE>
<PAGE>68
     Documents, and shall not by reason of this Agreement or any
     other Loan Document be a trustee or fiduciary for any Lender;
     (b) shall not be responsible to Lenders for any recitals,
     statements, representations or warranties contained in this
     Agreement or in any other Loan Document, or in any
     certificate or other document referred to or provided for in,
     or received by any of them under, this Agreement or any other
     Loan Document, or for the value, validity, effectiveness,
     genuineness, enforceability or sufficiency of this Agreement
     or any other Loan Document or any other document referred to
     or provided for herein or therein or for any failure by any
     Loan Party or any other Person to perform any of its
     obligations hereunder or thereunder; (c) shall not be
     required to initiate or conduct any litigation or collection
     proceedings hereunder or under any other Loan Document;
     (d) shall not be responsible to Lenders for any action taken
     or omitted to be taken by it hereunder or under any other
     Loan Document or under any other document or instrument
     referred to or provided for herein or therein or in
     connection herewith or therewith, except for its own gross
     negligence or willful misconduct as determined by a final
     judgment of a court of competent jurisdiction.  Agent may
     employ agents and attorneys-in-fact and shall not be
     responsible for the negligence or misconduct of any such
     agents or attorneys-in-fact selected by it in good faith.
     Agent may deem and treat the payee of any Revolving Credit
     Note as the holder thereof for all purposes hereof unless and
     until a notice of the assignment or transfer thereof shall
     have been filed with Agent.

          9.2. Reliance by Agent.  Agent shall be entitled to rely
     upon any certification, notice or other communication
     (including, without limitation, any thereof by telephone,
     telecopy, telex, telegram or cable) believed by it to be
     genuine and correct and to have been signed or sent by or on
     behalf of the proper Person or Persons, and upon advice and
     statements of legal counsel, independent accountants and
     other experts selected by Agent.  As to any matters not
     expressly provided for by this Agreement or any other Loan
     Document, Agent shall in all cases be fully protected in
     acting, or in refraining from acting, hereunder or thereunder
     in accordance with instructions given by Required Lenders or
     all Lenders as is required in such circumstance, and such
     instructions of such Lenders and any action taken or failure
     to act pursuant thereto shall be binding on all Lenders.

          9.3. Defaults.  Agent shall not be deemed to have know-
     ledge or notice of the occurrence of a Default (other than
     the non-payment of principal of or interest on Revolving
     Credit Advances or of Fees) unless Agent has received notice
     from a Lender or Borrower specifying such Default and stating
     that such notice is a "Notice of Default".  In the event that
     Agent receives such a notice of the occurrence of a Default,
     Agent shall give prompt notice thereof to Lenders (and shall
     give each Lender prompt notice of each such non-payment).
     Agent shall (subject to Section 9.7) take such action with
     respect to such Default as shall be directed by Required
     Lenders; provided, however, that, unless and until Agent
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<PAGE>69
     shall have received such directions, Agent may (but shall not
     be obligated to) take such action, or refrain from taking
     such action, with respect to such Default as it shall deem
     advisable in the best interest of Lenders except to the
     extent that this Agreement expressly requires that such
     action be taken, or not be taken, only with the consent or
     upon the authorization of Required Lenders or all Lenders as
     is required in such circumstance.

          9.4. Rights as a Lender.  With respect to its Revolving
     Credit Commitment and the Revolving Credit Advances made by
     it, GE Capital (and any successor acting as Agent) in the
     event it shall become a Lender hereunder shall have the same
     rights and powers hereunder as any other Lender and may
     exercise the same as though it were not acting as Agent, and
     the term "Lender" or "Lenders" shall, unless the context
     otherwise indicates, include Agent in its individual
     capacity.  GE Capital (and any successor acting as Agent) and
     its affiliates may (without having to account therefor to any
     Lender) lend money to, make investments in and generally
     engage in any kind of business with the Loan Parties (and any
     of their Subsidiaries or Affiliates) as if it were not acting
     as Agent, and GE Capital and its affiliates may accept fees
     and other consideration from the Loan Parties for services in
     connection with this Agreement or otherwise without having to
     account for the same to Lenders.

          9.5. Indemnification.  Lenders agree to indemnify Agent
     (to the extent not reimbursed by Borrower hereunder and
     without limiting the obligations of Borrower hereunder)
     ratably in accordance with the aggregate principal amount of
     the Revolving Credit Advances held by Lenders (or, if no
     Revolving Credit Advances are at the time outstanding,
     ratably in accordance with their respective Revolving Credit
     Commitments), for any and all Claims of any kind and nature
     whatsoever that may be imposed on, incurred by or asserted
     against Agent (including by any Lender) arising out of or by
     reason of any investigation in or in any way relating to or
     arising out of this Agreement or any other Loan Document or
     any other documents contemplated by or referred to herein or
     therein or the transactions contemplated hereby or thereby
     (including, without limitation, the costs and expenses that
     Borrower is obligated to pay hereunder) or the enforcement of
     any of the terms hereof or thereof or of any such other
     documents; provided, however, that no Lender shall be liable
     for any of the foregoing to the extent they arise solely from
     the gross negligence or willful misconduct of the party to be
     indemnified as determined by a final non-appealable judgment
     of a court of competent jurisdiction.

          9.6. Non-Reliance on Agent and Other Lenders.  Each
     Lender agrees that it has, independently and without reliance
     on Agent or any other Lender, and based on such documents and
     information as it has deemed appropriate, made its own credit
     analysis of Borrower and its Subsidiaries and decision to
     enter into this Agreement and that it will, independently and
     without reliance upon Agent or any other Lender, and based on
     such documents and information as it shall deem appropriate
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<PAGE>70
     at the time, continue to make its own analysis and decisions
     in taking or not taking action under this Agreement or any of
     the other Loan Documents.  Agent shall not be required to
     keep itself informed as to the performance or observance by
     any Loan Party of this Agreement or any of the other Loan
     Documents or any other document referred to or provided for
     herein or therein or to inspect the properties or books of
     Borrower or any of its Subsidiaries.  Agent will use
     reasonable efforts to provide Lenders with any information
     received by Agent from Borrower which is required to be
     provided to Lenders hereunder, with any notice of a Default
     received by Agent from Borrower and with any notice of a
     Default delivered by Agent to Borrower; provided, however,
     that Agent shall not be liable to any Lender for any failure
     to do so, except to the extent that such failure is
     attributable solely to Agent's gross negligence or willful
     misconduct as determined by a final non-appealable judgment
     of a court of competent jurisdiction.  Agent shall not have
     any duty or responsibility to provide any Lender with any
     other credit or other information concerning the affairs,
     financial condition or business of Borrower or any of its
     Subsidiaries (or any of their affiliates) that may come into
     the possession of Agent or any of its affiliates nor to
     update or correct any information previously given which
     becomes incorrect or which Agent learns is incorrect.

          9.7. Failure to Act.  Except for action expressly
     required of Agent hereunder and under the other Loan Docu-
     ments, Agent shall in all cases be fully justified in failing
     or refusing to act hereunder and thereunder unless it shall
     receive further assurances to its satisfaction from Lenders
     of their indemnification obligations under Section 9.5
     against any and all liability and expense that may be
     incurred by it by reason of taking or continuing to take any
     such action.

          9.8. Resignation of Agent.  Subject to the appointment
     and acceptance of a successor Agent as provided below, Agent
     may resign at any time by giving notice thereof to Lenders
     and Borrower.  Upon any such resignation Required Lenders
     shall have the right to appoint a successor Agent, which (as
     long as no Event of Default has occurred and is continuing)
     shall be subject to the prior approval of Borrower (which
     approval shall not be unreasonably denied or delayed).  If no
     successor Agent shall have been so appointed by Required
     Lenders and shall have accepted such appointment within 30
     days after the retiring Agent's giving of notice of
     resignation, then the retiring Agent may, on behalf of
     Lenders, appoint a successor Agent, that shall be a financial
     institution with a combined capital and surplus or net worth
     of at least $200,000,000, which (as long as no Event of
     Default has occurred and is continuing) shall be subject to
     the prior approval of Borrower (which approval shall not be
     unreasonably denied or delayed).  Upon the acceptance of any
     appointment as Agent hereunder by a successor Agent, such
     successor Agent shall thereupon succeed to and become vested
     with all the rights, powers, privileges and duties of the
     retiring Agent, and the retiring Agent shall be discharged
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<PAGE>71
     from its duties and obligations hereunder.  After any
     retiring Agent's resignation hereunder as Agent, the
     provisions of this Section 9 shall continue in effect for its
     benefit in respect of any actions taken or omitted to be
     taken by it while it was acting as Agent.

          9.9. Consents under Loan Documents.  Except as otherwise
     provided in Section 11.1 with respect to this Agreement,
     Agent may, with the prior consent of Required Lenders (but
     not otherwise), consent to any modification, supplement or
     waiver under any of the Loan Documents; provided, however,
     that, without the prior consent of each Lender, Agent shall
     not (except as provided herein or in the Collateral
     Documents) release any Collateral or otherwise terminate any
     Lien under any Collateral Document, or agree to additional
     obligations being secured by such Collateral, except that no
     such consent shall be required, and Agent is hereby
     authorized, to release any Lien covering Collateral (i) which
     is the subject of a disposition permitted hereunder,
     (ii) which secures Indebtedness to the extent permitted under
     Section 6.3, (iii) to which Required Lenders have consented
     (except as otherwise provided in Section 11.1) or (iv) the
     value of which does not exceed $5,000,000 in any Fiscal Year.

          9.10.     Collateral Matters.

               (a)  Except as otherwise expressly provided for in
     this Agreement, Agent shall have no obligation whatsoever to
     any Lender or any other Person to investigate, confirm or
     assure that the Collateral exists or is owned by any Loan
     Party or is cared for, protected or insured or has been
     encumbered, or that any particular items of Collateral meet
     the eligibility criteria applicable in respect of the
     Borrowing Base, or whether any particular reserves are
     appropriate, or that the Liens granted to Agent herein or
     pursuant hereto have been properly or sufficiently or
     lawfully created, perfected, protected or enforced or are
     entitled to any particular priority, or to exercise at all or
     in any particular manner or under any duty of care,
     disclosure or fidelity, or to continue exercising, any of the
     rights, authorities and powers granted or available to Agent
     in this Agreement or in any of the other Loan Documents, it
     being understood and agreed that in respect of the
     Collateral, or any act, omission or event related thereto,
     Agent may act in any manner it may deem appropriate, in its
     sole discretion, given Agent's own interest in the Collateral
     as a Lender and that Agent shall have no duty or liability
     whatsoever to any other Lender, other than liability for its
     own gross negligence or willful misconduct as determined by a
     final judgment of a court of competent jurisdiction.

               (b)  Each Lender hereby appoints each other Lender
     as agent for the purpose of perfecting Lenders' security
     interest in assets which, in accordance with Article 9 of the
     Code can be perfected only by possession.  Should any Lender
     (other than Agent) obtain possession of any such Collateral,
     such Lender shall notify Agent thereof and, promptly upon
     Agent's request therefor, shall deliver such Collateral to
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<PAGE>72
     Agent or in accordance with Agent's instructions.


     10.  SUCCESSORS AND ASSIGNS

          10.1.  Successors and Assigns.  This Agreement and the
     other Loan Documents shall be binding on and shall inure to
     the benefit of Borrower, Agent, Lenders, and their respective
     successors and assigns, including a debtor in possession
     acting on behalf of any such Person, except as otherwise
     provided herein or therein.  Borrower may not assign,
     delegate, transfer, hypothecate or otherwise convey its
     rights, benefits, obligations or duties hereunder or under
     any of the Loan Documents without the prior express written
     consent of Agent and all Lenders.  Any such purported
     assignment, transfer, hypothecation or other conveyance by
     Borrower without such prior express written consent shall be
     void.  The terms and provisions of this Agreement and the
     other Loan Documents are for the purpose of defining the
     relative rights and obligations of Borrower, Agent and
     Lenders with respect to the transactions contemplated hereby
     and there shall be no third party beneficiaries of any of the
     terms and provisions of this Agreement or any of the other
     Loan Documents.

          10.2.  Assignments and Participations.

               (a)  Each Lender may assign and grant
     participations in all or a portion of its rights and
     obligations under this Agreement (including, without
     limitation, all or a part of its Revolving Credit Advances,
     its Revolving Credit Commitment and its Revolving Credit
     Note) to an Affiliate or to any other Person; provided,
     however, that any such disposition (other than a
     participation pursuant to Section 10.2(c), or a disposition
     of any type to another Lender or an Affiliate of a Lender)
     shall be subject to the consent of Agent and, if no Event of
     Default shall have occurred and be continuing, the consent of
     Borrower, which consent of Borrower shall not be unreasonably
     withheld, denied or delayed.

               (b)  In the case of an assignment by a Lender under
     this Section 10.2, the assignee shall have, to the extent of
     such assignment, the same rights, benefits and obligations as
     it would if it were a Lender hereunder; provided, however,
     that (i) any such partial assignment shall be at least
     (x) $7,500,000 in the case of the initial partial assignment
     in the event such assignee is not a Lender and (y) in
     multiples of $1,000,000 in the event such assignee is a
     Lender; and (ii) each such assignment shall be of a constant,
     and not a varying, percentage of the assigning Lender's
     rights and obligations under this Agreement and the
     assignment shall cover the same percentage of the assigning
     Lender's Revolving Credit Advances, Revolving Credit
     Commitment and Letter of Credit Obligations; and, provided,
     further, that no Lender shall hold a Revolving Credit
     Commitment of less than $7,500,000 after giving effect to any
     such assignment.  Upon execution by the assignor and the
<PAGE>
<PAGE>73
     assignee of an instrument pursuant to which the assignee
     assumes such rights and obligations, payment by such assignee
     to such assignor of an amount equal to the purchase price
     agreed between such assignor and such assignee and delivery
     to Agent and Borrower of an executed copy of such instrument
     together with payment to Agent of a processing fee of $3,500,
     such assignee shall have, to the extent of such assignment
     (unless otherwise provided therein), the same rights and
     benefits as it would have if it were a Lender hereunder and
     the assignor shall be, to the extent of such assignment
     (unless otherwise provided therein) released from its
     obligations under this Agreement.  Borrower hereby
     acknowledges and agrees that any assignment will give rise to
     a direct obligation of Borrower to the assignee and that the
     assignee shall be considered to be a "Lender."  In all
     instances, each Lender's liability to make Revolving Credit
     Advances shall be several and not joint and shall be limited
     to such Lender's pro rata share thereof.  Upon any such
     assignment, Borrower, at its own expense, shall execute and
     deliver to Agent in exchange for the surrendered Revolving
     Credit Note of the assignor Lender a new Revolving Credit
     Note to the order of the assignee Lender in an amount equal
     to the Revolving Credit Commitment assumed by such assignee
     Lender and if the assignor Lender has retained a Revolving
     Credit Commitment hereunder a new Revolving Credit Note to
     the order of the assignor Lender in an amount equal to such
     retained Revolving Credit Commitment.  Such new Revolving
     Credit Notes shall be dated the Closing Date and shall other-
     wise be in the form of the Revolving Credit Note replaced
     thereby.  The Revolving Credit Notes surrendered to Agent
     shall be returned by Agent to Borrower marked "cancelled".

               (c)  Subject to Section 10.2(a), each Lender may
     sell participations in all or any part of its Revolving
     Credit Advances and its Revolving Credit Commitment; provided
     that (a) all amounts payable by Borrower hereunder shall be
     determined as if such Lender had not sold such participation
     and the participating Lender shall remain a "Lender" for all
     purposes under this Agreement, (b) any such grant of a
     participation will be made in compliance with all applicable
     state or federal laws, rules, and regulations, (c) any such
     participation shall be divided pro rata among the
     participating Lender's share of the Revolving Credit Loan and
     the Letter of Credit Obligations, and (d) such Lender shall
     not grant any participation under which the participant shall
     have rights to approve any amendment to or waiver of this
     Agreement or the Loan Documents, except to the extent such
     amendment or waiver would (i) extend the maturity date for
     payment of the Revolving Credit Loan in which such
     participant is participating; (ii) reduce the interest rate
     or the amount of principal or Fees applicable to the
     Revolving Credit Loan in which such participant is
     participating, other than as a result of waiving the
     applicability of any post-default increase in interest rates
     or Fees; or (iii) release all or substantially all of the
     Collateral, except as expressly provided herein.  In those
     cases in which a Lender grants rights to its participants to
     approve any amendment to or waiver of this Agreement or the
<PAGE>
<PAGE>74
     other Loan Documents respecting the matters described in the
     foregoing clauses (i) through (iii), and any such participant
     does not consent to any such amendment, such Lender shall
     have the right to repurchase the participation of such
     participant at a repurchase price equal to the face amount of
     such participation.  In the case of any participation, the
     participant shall not have any rights under this Agreement or
     any of the other Loan Documents entered into in connection
     herewith (the participant's right against such Lender in
     respect of such participation to be those set forth in the
     participation or other agreement executed by such Lender and
     the participant relating thereto) and all amounts payable to
     any Lender hereunder shall be determined as if such Lender
     had not sold such participation.

               (d)  Except as otherwise provided in this Section
     10.2, no Lender shall, as between Borrower and that Lender,
     be relieved of any of its obligations hereunder as a result
     of any sale, assignment, transfer or negotiation of, or
     granting of participation in, all or any part of Revolving
     Credit Advances or other Obligations owed to such Lender.
     Any Lender permitted to sell assignments and participations
     under this Section 10.2 may furnish any information
     concerning Borrower and its Subsidiaries in the possession of
     that Lender from time to time to assignees and participants
     (including prospective assignees and participants).

               (e)  Borrower shall assist any Lender permitted to
     sell assignments or participations under this Section 10.2 in
     whatever manner reasonably necessary in order to enable or
     effect any such assignment or participation, including (but
     not limited to) the execution and delivery of any and all
     agreements, notes and other documents and instruments as
     shall be requested and the preparation and delivery of
     informational materials, appraisals or other documents for,
     and the participation of relevant management in meetings
     with, potential assignees or participants.  Borrower shall
     certify, to the extent it is reasonably able to, the
     correctness, completeness and accuracy of all descriptions of
     Borrower and its affairs contained in any selling materials
     and all information provided by it and included in such materials.


     11.  MISCELLANEOUS

          11.1.  Complete Agreement; Modification of Agreement.
     The Loan Documents, the Fee Letter and the Side Letter
     constitute the complete agreement between the parties with
     respect to the subject matter thereof and supersede all prior
     agreements, commitments, understandings or inducements (oral
     or written, expressed or implied).  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 Required Lenders; provided, however, that no such change,
     waiver, discharge or termination shall, without the consent
     of each affected Lender and Agent, (i) extend the scheduled
     final maturity of any Revolving Credit Advance, or any
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<PAGE>75
     portion thereof, or reduce the rate or extend the time of
     payment of interest thereon or fees (other than as a result
     of waiving the applicability of any post-default increase in
     interest rates or Fees) or reduce the principal amount
     thereof, or increase the advance rate percentages contained
     in the term "Borrowing Base", or increase the Revolving
     Credit Commitment of such Lender over the amount thereof then
     in effect (it being understood that a waiver of any Default
     shall not constitute a change in the terms of any Revolving
     Credit Commitment of any Lender), (ii) release all or
     substantially all of the Collateral (except as expressly
     permitted by the Loan Documents), (iii) amend, modify or
     waive any provision of this Section, or Section 1.9, 1.15,
     9.5, 11.2 or 11.7, (iv) reduce any percentage specified in,
     or otherwise modify, the definition of Required Lenders or
     (v) consent to the assignment or transfer by Borrower of any
     of its rights and obligations under this Agreement.  No
     provision of Section 9 may be amended without the prior
     written consent of Agent.

          11.2.  Fees and Expenses.

               (a)  Borrower shall pay on demand all reasonable
     costs and expenses (including, without limitation, reasonable
     fees of counsel) of Agent in connection with the preparation,
     negotiation, approval, execution, delivery, modification,
     amendment, waiver and enforcement (whether through
     negotiations, legal proceedings or otherwise) of the Loan
     Documents, and commitments relating thereto, and the other
     documents to be delivered hereunder or thereunder and the
     transactions contemplated hereby and thereby and the
     fulfillment or attempted fulfillment of conditions precedent
     hereunder, including, without limitation:  (i) wire transfer
     fees and other costs of forwarding to Borrower or any other
     Person on behalf of Borrower by Agent and each Lender of the
     proceeds of Revolving Credit Advances, to the extent such
     fees and costs are typical for such transactions; (ii) any
     amendment, modification or waiver of, or  consent with
     respect to, any of the Loan Documents or advice in connection
     with the administration of the advances made pursuant hereto
     or its rights hereunder or thereunder; (iii) any litigation,
     contest, dispute, suit, proceeding or action (whether
     instituted by Agent, any Lender, Borrower or any other
     Person) in any way relating to the Collateral, any of the
     Loan Documents or any other agreements to be executed or
     delivered in connection therewith or herewith, whether as
     party, witness, or otherwise, including any litigation,
     contest, dispute, suit, case, proceeding or action, and any
     appeal or review thereof, in connection with a case commenced
     by or against Borrower or any other Person that may be
     obligated to Agent and Lenders by virtue of the Loan
     Documents; (iv) any attempt to enforce any rights of Agent or
     Lenders against Borrower or any other Person that may be
     obligated to Agent or Lenders by virtue of any of the Loan
     Documents; or (v) after the occurrence and during the
     continuance of any Default, any effort to (A) evaluate,
     observe, assess Borrower or its affairs, or (B) verify,
     protect, evaluate, assess, appraise, collect, sell, liquidate
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<PAGE>76
     or otherwise dispose of the Collateral.

               (b)  Borrower shall pay on demand all reasonable
     costs and expenses (including, without limitation, reasonable
     fees of counsel) of (i) Agent in connection with any Default,
     (ii) Agent and Lenders in connection with any enforcement or
     collection proceedings resulting therefrom or (iii) Agent in
     connection with any amendment, modification or waiver of, or
     consent with respect to, any of the Loan Documents in
     connection with any Default.

               (c)  Without limiting the generality of clauses
     (a) and (b) above, Borrower's obligation to reimburse Agent
     and/or any Lender for costs and expenses shall include the
     reasonable fees and expenses of counsel (and local, foreign
     or special counsel, advisors, consultants and auditors
     retained by such counsel), accountants, environmental
     advisors, appraisers, investment bankers, management and
     other consultants and paralegals; court costs and expenses;
     photocopying and duplicating expenses; court reporter fees,
     costs and expenses; long distance telephone charges; air
     express charges; telegram charges; secretarial overtime
     charges; expenses for travel, lodging and food; and all other
     out-of-pocket costs and expenses of every type and nature
     paid or incurred in connection with the performance of such
     legal or other advisory services.

               (d)  Agent shall be entitled to order and receive,
     at Borrower's expense, (i) one appraisal of Borrower's
     Equipment and machinery each calendar year and (ii) a new
     appraisal with respect to any new Equipment or machinery
     prior to the inclusion of such Equipment or machinery as
     Eligible Equipment; provided, however, that if an Event of
     Default shall have occurred and be continuing, Agent shall be
     entitled to order and receive more frequent appraisals of
     Borrower's Equipment and machinery at Borrower's expense.

          11.3.  No Waiver.  No failure on the part of Agent or
     Lenders, at any time or times, to require strict performance
     by any Loan Party, of any provision of this Agreement and any
     of the other Loan Documents shall waive, affect or diminish
     any right of Agent or Lenders thereafter to demand strict
     compliance and performance therewith.  Any suspension or
     waiver of a Default shall not suspend, waive or affect any
     other Default whether the same is prior or subsequent thereto
     and whether of the same or of a different type.  None of the
     undertakings, agreements, warranties, covenants and represen-
     tations of any Loan Party contained in this Agreement or any
     of the other Loan Documents and no Default by any Loan Party
     shall be deemed to have been suspended or waived by Lenders,
     unless such waiver or suspension is by an instrument in
     writing signed by an officer of or other authorized employee
     of Agent and Required Lenders or all Lenders if required
     hereunder and directed to Borrower specifying such suspension
     or waiver.

          11.4.  Remedies.  The rights and remedies of Agent and
     Lenders under this Agreement shall be cumulative and non-
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<PAGE>77
     exclusive of any other rights and remedies which Agent or any
     Lender may have under any other agreement, including, without
     limitation, the Loan Documents, by operation of law or
     otherwise.  Recourse to the Collateral shall not be required.

          11.5.  Severability.  Wherever possible, each provision
     of this Agreement shall be interpreted in such manner as to
     be effective and valid under applicable law, but if any
     provision of this Agreement shall be prohibited by or invalid
     under applicable law, such provision shall be ineffective to
     the extent of such prohibition or invalidity, without
     invalidating the remainder of such provision or the remaining
     provisions of this Agreement.

          11.6.  Conflict of Terms.  Except as otherwise provided
     in this Agreement or any of the other Loan Documents by
     specific reference to the applicable provisions of this
     Agreement, if any provision contained in this Agreement is in
     conflict with, or inconsistent with, any provision in any of
     the other Loan Documents, the provisions contained in this
     Agreement shall govern and control.

          11.7.  Right of Set-off.  Subject to Section 1.1(f),
     upon the occurrence and during the continuance of any Event
     of Default, each Lender is hereby authorized at any time and
     from time to time, to the fullest extent permitted by law, to
     set off and apply any and all deposits (general or special,
     time or demand, provisional or final) at any time held and
     other indebtedness at any time owing by such Lender to or for
     the credit or the account of Borrower against any and all of
     the Obligations now or hereafter existing irrespective of
     whether or not such Lender shall have made any demand under
     this Agreement or any other Loan Document and although such
     Obligations may be unmatured.  Each Lender agrees promptly to
     notify Agent and Borrower after any such set-off and
     application made by such Lender; provided, however, that the
     failure to give such notice shall not affect the validity of
     such set-off and application.  The rights of each Lender
     under this Section are in addition to the other rights and
     remedies (including, without limitation, other rights of set-
     off) which such Lender may have.

          11.8.  Authorized Signature.  Until Agent shall be
     notified by Borrower to the contrary, the signature upon any
     document or instrument delivered pursuant hereto and believed
     by Agent or any of Agent's officers, agents, or employees to
     be that of an officer or duly authorized representative of
     Borrower listed on Schedule 11.8 shall bind Borrower and be
     deemed to be the act of Borrower affixed pursuant to and in
     accordance with resolutions duly adopted by Borrower's Board
     of Directors, and Agent and each Lender shall be entitled to
     assume the authority of each signature and authority of the
     person whose signature it is or appears to be unless the
     person acting in reliance of such signature shall have actual
     knowledge of the fact that such signature is false or the
     person whose signature or purported signature is presented is
     without authority.

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          11.9.  GOVERNING LAW.  EXCEPT AS OTHERWISE
     EXPRESSLY PROVIDED IN ANY OF THE LOAN DOCUMENTS, IN
     ALL RESPECTS, INCLUDING ALL MATTERS OF CONSTRUCTION,
     VALIDITY AND PERFORM ANCE, THIS AGREEMENT AND THE
     OBLIGATIONS ARISING HEREUNDER SHALL BE GOVERNED BY,
     AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE
     LAWS OF THE STATE OF NEW YORK,   APPLICABLE TO
     CONTRACTS MADE AND PERFORMED IN SUCH STATE, AND ANY
     APPLICABLE LAWS OF THE UNITED STATES OF AMERICA
     WITHOUT REGARD TO THE CONFLICT OF LAWS PRINCIPLES
     THEREOF.  BORROWER HEREBY CONSENTS AND AGREES THAT
     THE STATE OR FEDERAL COURTS LOCATED IN NEW YORK CITY
     SHALL HAVE EXCLUSIVE JURISDICTION TO HEAR AND
     DETERMINE ANY CLAIMS OR DISPUTES PERTAINING TO THIS
     AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS OR TO
     ANY MATTER ARISING OUT OF OR RELATED TO THIS
     AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS;
     PROVIDED, HOWEVER, THAT LENDER AND BORROWER
     ACKNOWLEDGE THAT ANY APPEALS FROM THOSE COURTS
     MAY HAVE TO BE HEARD BY A COURT LOCATED OUTSIDE OF
     NEW YORK CITY; AND, PROVIDED, FURTHER, THAT NOTHING IN
     THIS AGREEMENT SHALL BE DEEMED OR OPERATE TO
     PRECLUDE AGENT OR ANY LENDER FROM BRINGING SUIT OR
     TAKING OTHER LEGAL ACTION IN ANY OTHER JURISDICTION
     TO COLLECT THE OBLIGATIONS, TO REALIZE ON THE
     COLLATERAL OR ANY OTHER SECURITY FOR THE
     OBLIGATIONS, OR TO ENFORCE A JUDGMENT OR OTHER COURT
     ORDER IN FAVOR OF AGENT OR ANY LENDER. BORROWER
     EXPRESSLY SUBMITS AND  CONSENTS IN ADVANCE TO SUCH
     JURISDICTION IN ANY ACTION OR SUIT COMMENCED IN ANY
     SUCH COURT, AND BORROWER HEREBY WAIVES ANY
     OBJECTION WHICH BORROWER MAY HAVE BASED UPON LACK
     OF PERSONAL JURISDICTION, IMPROPER VENUE OR FORUM
     NON CONVENIENS AND HEREBY CONSENTS TO THE GRANTING
     OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED
     APPROPRIATE BY SUCH COURT.  BORROWER HEREBY WAIVES
     PERSONAL SERVICE OF THE SUMMONS, COMPLAINT AND
     OTHER PROCESS ISSUED IN ANY SUCH ACTION OR SUIT AND
     AGREES THAT SERVICE OF SUCH SUMMONS, COMPLAINTS AND
     OTHER PROCESS MAY BE MADE BY REGISTERED OR CERTIFIED
     MAIL ADDRESSED TO BORROWER AT THE ADDRESS SET FORTH
     ON SCHEDULE 11.10 AND THAT SERVICE SO MADE SHALL BE
     DEEMED COMPLETED UPON THE EARLIER OF BORROWER'S
     ACTUAL RECEIPT THEREOF OR THREE (3) DAYS AFTER DEPOSIT
     IN THE U.S. MAILS, PROPER POSTAGE PREPAID.

          11.10.  Notices.  Except as otherwise provided herein,
     whenever it is provided herein that any notice, demand,
     request, consent, approval, declaration or other
     communication shall or may be given to or served upon any of
     the parties by any other party, or whenever any of the
     parties desires to give or serve upon any other party any
     communication with respect to this Agreement, each such
     notice, demand, request, consent, approval, declaration or
     other communication shall be in writing and shall be deemed
     to have been validly served, given or delivered (i) upon the
     earlier of actual receipt and three (3) days after deposit in
     the United States Mail, registered or certified mail, return
<PAGE>
<PAGE>79
     receipt requested, with proper postage prepaid, (ii) upon
     transmission, when sent by telecopy or other similar
     facsimile transmission (with such telecopy or facsimile
     promptly confirmed by delivery of a copy by personal delivery
     or United States Mail as otherwise provided in this Section
     11.10, (iii) one (1) Business Day after deposit with a
     reputable overnight courier with all charges prepaid or
     (iv) when delivered, if hand-delivered by messenger, all of
     which shall be addressed to the party to be notified and sent
     to the address or facsimile number indicated below or to such
     other address (or facsimile number) as may be substituted by
     notice given as herein provided.  The giving of any notice
     required hereunder may be waived in writing by the party
     entitled to receive such notice.  Failure or  delay in
     delivering copies of any notice, demand, request, consent,
     approval, declaration or other communication to any Person
     (other than Borrower, Agent or any Lender) designated below
     to receive copies shall in no way adversely affect the
     effectiveness of such notice, demand, request, consent,
     approval, declaration or other communication.

               (a)  If to Agent, as a Lender or as Agent, at:

                    General Electric Capital Corporation
                    201 High Ridge Road
                    Stamford, Connecticut 06927-5100
                    Attention:  Account Manager - Figgie
                                International Inc.
                    Telecopy No.:  (203) 316-7893

                    With copies to:

                    GE Capital Commercial Finance, Inc.
                    201 High Ridge Road
                    Stamford, Connecticut 06927-5100
                    Attention:  Commercial Finance
                                  - Legal Department
                    Telecopy No.:  (203) 316-7889

                    and

                    Weil, Gotshal & Manges
                    767 Fifth Avenue
                    New York, New York  10153
                    Attention:  Ted S. Waksman, Esq.
                    Telecopy No.:  (212) 310-8007

               (b)  If to another Lender, at its address set forth
     under its signature below or in the instrument of assignment
     delivered to Agent at the time it becomes a Lender.

               (c)  If to Borrower, at:

                    Figgie International Inc.
                    4420 Sherwin Road
                    Willoughby, Ohio  44094
                    Attention:  Chief Financial Officer
                    Telecopy No.:  (216) 951-1724
<PAGE>
<PAGE>80
                    With copies to:

                    Figgie International Inc.
                    4420 Sherwin Road
                    Willoughby, Ohio  44094
                    Attention:  General Counsel
                    Telecopy No.:  (216) 951-1724

                    and

                    Calfee, Halter & Griswold
                    1400 McDonald Investment Center
                    800 Superior Avenue
                    Cleveland, Ohio 44114-2688
                    Attention:  Lawrence N. Schultz, Esq.
                    Telecopy No.:   (216) 241-0816

          11.11.  Section Titles.  The Section titles and Table of
     Contents contained in this Agreement are and shall be without
     substantive meaning or content of any kind whatsoever and are
     not a part of this Agreement.

          11.12.  Counterparts.  This Agreement may be executed in
     any number of separate counterparts, each of which shall,
     collectively and separately, constitute one agreement.

          11.13.  Time of the Essence.  Time is of the essence of
     this Agreement and each of the other Loan Documents.

          11.14.  WAIVER OF JURY TRIAL.  BECAUSE DISPUTES
     ARISING IN CONNECTION WITH COMPLEX FINANCIAL
     TRANSACTIONS ARE MOST QUICKLY AND ECONOMICALLY
     RESOLVED BY AN EXPERIENCED AND EXPERT PERSON AND
     THE PARTIES WISH APPLICABLE STATE AND FEDERAL LAWS TO
     APPLY (RATHER THAN ARBITRATION RULES), THE PARTIES
     DESIRE THAT THEIR DISPUTES BE RESOLVED BY A JUDGE
     APPLYING SUCH APPLICABLE LAWS.  THEREFORE, TO ACHIEVE
     THE BEST COMBINATION OF THE BENEFITS OF THE JUDICIAL
     SYSTEM AND OF ARBITRATION, THE PARTIES HERETO WAIVE
     ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, OR
     PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE, WHETHER
     IN CONTRACT, TORT, OR OTHERWISE ARISING OUT OF,
     CONNECTED WITH, RELATED TO, OR INCIDENTAL TO, THIS
     AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS OR
     THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

          11.15.  Press Releases; Publicity.  Borrower shall not
     and shall not permit any of its Affiliates to issue any press
     release or other public disclosure using the name of GE
     Capital or any of its Affiliates or referring to this
     Agreement or any of the other Loan Documents without the
     prior written consent of GE Capital unless Borrower or any of
     its Affiliates is required to do so under applicable law and
     then, in any event, Borrower or such Affiliate will consult
     with GE Capital before issuing such press release or other
     public disclosure.  Agent or any Lender may publish a
     tombstone or similar advertising material relating to the
     financing transaction contemplated by this Agreement with the
<PAGE>
<PAGE>81
     prior written consent of Borrower, which consent shall not be
     unreasonably withheld or delayed.

               IN WITNESS WHEREOF, this Agreement has been duly
     executed as of the date first written above.

                                   FIGGIE INTERNATIONAL INC.

                                   By________________________
                                   Name:
                                   Title:

                                   GENERAL ELECTRIC CAPITAL
                                   CORPORATION, as AGENT

                                   By_________________________
                                   Name:
                                   Title:

                                   Lenders:

     Revolving Credit Commitment   GENERAL ELECTRIC CAPITAL
       $75,000,000                 CORPORATION


                                   By ________________________
                                   Name:
                                   Title:
<PAGE>
<PAGE>82

                                ANNEX A
                                   to
                            CREDIT AGREEMENT

                      Dated as of December 19, 1995


                               DEFINITIONS


     In addition to the defined terms appearing below, capitalized
     terms used in this Agreement shall have (unless otherwise
     provided elsewhere in this Agreement) the following
     respective meanings when used in this Agreement

               "Account Debtor" shall mean any Person who may
     become obligated to Borrower under, with respect to, or on
     account of, an Account, Chattel Paper or General Intangibles.

               "Accounts" shall mean all "accounts," as such term
     is defined in the Code, now owned or hereafter acquired by
     Borrower and, in any event, including, without limitation,
     (a) all accounts receivable, other receivables, book debts
     and other forms of obligations (other than forms of
     obligations evidenced by chattel paper, documents or
     instruments) now owned or hereafter received or acquired by
     or belonging or owing to Borrower, whether arising out of
     goods sold or services rendered by it or from any other
     transaction (including, without limitation, any such
     obligations which may be characterized as an account or
     contract right under the Code), (b) all of Borrower's rights
     in, to and under all purchase orders or receipts now owned or
     hereafter acquired by it for goods or services, (c) all of
     Borrower's rights to any goods represented by any of the
     foregoing (including, without limitation, unpaid sellers'
     rights of rescission, replevin, reclamation and stoppage in
     transit and rights to returned, reclaimed or repossessed
     goods), (d) all monies due or to become due to Borrower under
     all purchase orders and contracts for the sale or lease of
     goods or the performance of services or both by Borrower or
     in connection with any other transaction (whether or not yet
     earned by performance on the part of Borrower) now or
     hereafter in existence, including, without limitation, the
     right to receive the proceeds of said purchase orders and
     contracts, and (e) all collateral security and guarantees of
     any kind, now or hereafter in existence, given by any Person
     with respect to any of the foregoing.

               "Adjustment Certificate" shall have the meaning
     assigned thereto in Section 1.4(a).

               "Advance" shall mean a Revolving Credit Advance.

               "Advance Date" shall have the meaning assigned to
     it in Section 1.11.

               "Affiliate" shall mean, with respect to any Person,
<PAGE>
<PAGE>83
     (i) each Person that, directly or indirectly, owns or
     controls, whether beneficially, or as a trustee, guardian or
     other fiduciary, five percent (5%) or more of the Stock
     having ordinary voting power in the election of directors of
     such Person, (ii) each Person that controls, is controlled by
     or is under common control with such Person or any Affiliate
     of such Person or (iii) each of such Person's officers,
     directors, joint ventures and partners.  For the purpose of
     this definition, "control" of a Person shall mean the
     possession, directly or indirectly, of the power to direct or
     cause the direction of its management or policies, whether
     through the ownership of voting securities, by contract or
     otherwise.

               "Agent" has the meaning assigned to it in the first
     paragraph of this Agreement.

               "Aggregate Purchase Price" shall mean the amount of
     consideration including, without limitation, cash, Cash
     Equivalents, notes, Stock, other securities and the
     assumption of liabilities (valued, if not in a quantifiable
     amount, at the maximum amount reasonably ascertainable by
     Borrower), paid by Borrower in connection with an acquisition
     permitted under Section 6.1; provided, however, that any such
     notes, Stock or other securities shall be valued at Fair
     Market Value.

               "Agreement" shall mean this Credit Agreement to
     which this Annex A is attached and of which it forms a part
     including all Annexes, Schedules, and Exhibits attached or
     otherwise identified thereto, restatements and modifications
     and supplements hereto and any appendices, attachments,
     exhibits or schedules to any of the foregoing, and shall
     refer to this Agreement as the same may be in effect at the
     time such reference becomes operative; provided, however,
     that any reference to the Schedules to this Agreement shall
     be deemed a reference to the Schedules as in effect on the
     Closing Date or in a written amendment thereto executed by
     Borrower and Agent.

               "Applicable Margin" shall mean (i) with respect to
     Index Rate Advances, 0% per annum and (ii) with respect to
     LIBO Rate Advances, 2.5% per annum, as such Applicable Margin
     for LIBO Rate Advances may be adjusted pursuant to Section
     1.4.

               "Blocked Accounts" shall have the meaning assigned
     thereto in Annex B.

               "Blocked Account Agreements" shall have the meaning
     assigned to it in Annex B.

               "Borrower" shall mean Figgie International Inc., a
     Delaware corporation.

               "Borrower Pledge Agreement" shall mean the Pledge
     Agreement, substantially in the form of Exhibit E, made by
     Borrower in favor of Agent, as from time to time amended,
<PAGE>
<PAGE>84
     supplemented or modified.

               "Borrower Security Agreement" shall mean the
     Security Agreement, substantially in the form of Exhibit D,
     between Agent and Borrower, as from time to time amended,
     supplemented or modified.

               "Borrowing Availability" shall mean, at any time,
     (a) with respect to the Revolving Credit Loan, the lesser of
     (i) the Maximum Revolving Credit Commitment less the
     outstanding Letter of Credit Obligations and (ii) the
     Borrowing Base, and (b) with respect to Letter of Credit
     Obligations, an amount not to exceed the lesser of
     (i) $60,000,000, as such amount may be reduced pursuant to
     Section 1.2(d), and (ii) the Maximum Revolving Credit
     Commitment less the outstanding Revolving Credit Loan,
     provided that the Borrowing Base less the outstanding
     Revolving Credit Loan shall not be a negative number.

               "Borrowing Base" shall mean, at any time, an amount
     determined by Agent to be equal to the sum at such time of:

               (a)  up to eighty-five percent (85%) of Eligible
     Accounts;

               (b)  up to sixty percent (60%) of Eligible
     Inventory valued on a first-in, first-out basis (at the lower
     of cost or market); and

               (c)  up to seventy percent (70%) of Eligible
     Equipment; provided, however, that the amount contributed
     pursuant to this clause (c) shall not exceed $20,000,000;

     less (i) the Letter of Credit Reserve and (ii) any other
     reserves as Agent may determine from time to time.

               "Borrowing Base Certificate" shall mean a certifi-
     cate in the form attached hereto as Exhibit B-1.

               "Business Day" shall mean any day that is not a
     Saturday, a Sunday or a day on which banks are required or
     permitted to be closed in New York City and, if the
     applicable Business Day relates to a LIBO Rate Advance, a day
     on which dealings are also carried on in the London interbank
     market.

               "CAFIG Mortgage" shall mean the Trust Indenture and
     Security Agreement, dated as of September 15, 1989, made by
     CAFIG  Inc. in favor of U.S. Trust Company of California,
     N.A., as in effect on the date hereof.

               "Capital Expenditures" shall mean all payments or
     accruals for any fixed assets or improvements or for
     replacements, substitutions or additions thereto and that are
     required to be capitalized under GAAP; provided, however,
     that "Capital Expenditures" shall not mean or include
     payments or accruals for purchases of assets leased under the
     GE Capital Equipment Lease Agreements listed in Schedule 6.12
<PAGE>
<PAGE>85
     to the extent (i) purchased for resale or (ii) constituting
     miscellaneous tooling and fixtures purchased in an aggregate
     amount up to $1,000,000.

               "Capital Lease" shall mean, with respect to any
     Person, any lease of any property (whether real, personal or
     mixed) by such Person as lessee that, in accordance with
     GAAP, either would be required to be classified and accounted
     for as a capital lease on a balance sheet of such Person or
     otherwise be disclosed as such in a note to such balance
     sheet, other than, in the case of Borrower, any such lease
     under which Borrower is the lessor.

               "Capital Lease Obligation" shall mean, with respect
     to any Capital Lease, the amount of the obligation of the
     lessee thereunder that, in accordance with GAAP, would appear
     on a balance sheet of such lessee in respect of such Capital
     Lease or otherwise be disclosed in a note to such balance
     sheet.

               "Cash Collateral Account" shall have the meaning
     assigned thereto in Annex F.

               "Cash Equivalents" shall mean, (i) securities with
     maturities of one year or less from the date of acquisition
     issued or fully guaranteed or insured by the United States
     government or any agency thereof and backed by the full faith
     and credit of the United States, (ii) certificates of
     deposit, eurodollar time deposits, overnight bank deposits
     and bankers' acceptances of any domestic commercial bank
     having capital and surplus in excess of $500,000,000 having
     maturities of 90 days or less from the date of acquisition,
     and (iii) commercial paper of an issuer rated at least A-1 by
     Standard & Poor's Corporation or P-1 by Moody's Investors
     Services, Inc., or carrying an equivalent rating by a
     nationally recognized rating agency if both of the two named
     rating agencies cease publishing ratings of investments.

               "Change of Control" shall mean:  (i)(x) any Person
     or any Persons acting together that would constitute a
     "group" (for purposes of Section 13(d) of the Exchange Act,
     or any successor provision thereto) (a "Group"), together
     with any Affiliates thereof, shall beneficially own (as
     defined in Rule 13d-3 under the Exchange Act, or any
     successor provision thereto) 50% or more of the Voting Stock
     of Borrower; or (y) during any period of two consecutive
     years, individuals who at the beginning of such period
     constitute Borrower's Board of Directors (together with any
     new Director whose election by Borrower's Board of Directors
     or whose nomination for election by Borrower's stockholders
     was approved by a vote of at least two-thirds of the
     Directors then still in office who either were Directors at
     the beginning of such period or whose election or nomination
     for election was previously so approved) cease for any reason
     to constitute at least two-thirds of the Directors then in
     office; or (ii) the beneficial ownership (as defined in Rule
     13d-3 under the Exchange Act, or any successor provision
     thereto) by Harold Figgie or any Group which includes Harold
<PAGE>
<PAGE>86
     Figgie at any time of more than 30% of the Voting Stock of
     Borrower.

               "Charges" shall mean all federal, state, county,
     city, municipal, local, foreign or other governmental taxes
     (including, without limitation, taxes owed to PBGC at the
     time due and payable), levies, assessments, charges, liens,
     claims or encumbrances upon or relating to (i) the
     Collateral, (ii) the Obligations, (iii) the employees,
     payroll, income or gross receipts of any Loan Party, (iv) any
     Loan Party's ownership or use of any of its assets, or
     (v) any other aspect of any Loan Party's business.

               "Chattel Paper" shall mean any "chattel paper," as
     such term is defined in the Code, now owned or hereafter
     acquired by Borrower, wherever located.

               "CIT" shall mean The CIT Group/Commercial Services,
     Inc.

               "CIT Facility" shall mean the Revolving Credit
     Agreement, dated as of July 8, 1995, between CIT and
     Borrower, as amended.

               "Claim" shall have the meaning assigned to it in
     Section 1.15.

               "Closing Date" shall mean the Business Day on which
     the conditions precedent set forth in Section 2 have been
     satisfied or waived and either the initial Revolving Credit
     Advance has been made or the initial Letter of Credit
     Obligation has been incurred.

               "Code" shall mean the Uniform Commercial Code as
     the same may, from time to time, be in effect in the State of
     New York; provided, however, in the event that, by reason of
     mandatory provisions of law, any or all of the attachment,
     perfection or priority of Agent's security interest in any
     Collateral is governed by the Uniform Commercial Code as in
     effect in a jurisdiction other than the State of New York,
     the term "Code" shall mean the Uniform Commercial Code as in
     effect in such other jurisdiction for purposes of the provi-
     sions hereof relating to such attachment, perfection or
     priority and for purposes of definitions related to such
     provisions.

               "Collateral" shall mean the property covered by the
     Collateral Documents and any other property, real or
     personal, tangible or intangible, now existing or hereafter
     acquired, that may at any time be or become subject to a
     security interest or Lien in favor of Agent or Lenders to
     secure the Obligations.

               "Collateral Documents" shall mean the Borrower
     Security Agreement, the Blocked Account Agreements, the
     Borrower Pledge Agreement and, if and when entered into after
     the date hereof, the Subsidiary Guaranties, the Subsidiary
     Security Agreements and the Mortgages.
<PAGE>
<PAGE>87
               "Collection Account" shall mean that certain
     account of Agent, account number 50-232-854 in the name of
     GECC/CAF Depository at Bankers Trust Company, 17 Wall Street,
     New York, New York, ABA number 021-001-033.

               "Commitment Termination Date" shall mean the
     earliest of (i) January 1, 1999, (ii) the date of termination
     of the Maximum Revolving Credit Commitment pursuant to
     Section 8.2, and (iii) the date of termination of the Maximum
     Revolving Credit Commitment in accordance with the provisions
     of Section 1.2(d).

               "Contracts" shall mean all the contracts, under-
     takings, or agreements (other than rights evidenced by
     Chattel Paper, Documents or Instruments) in or under which
     Borrower may now or hereafter have any right, title or
     interest, including, any agreement relating to the terms of
     payment or the terms of performance of any Account.

               "Copyrights" shall mean any U.S. copyright to which
     Borrower now or hereafter has title, as well as any applica-
     tion for a U.S. copyright hereafter made by Borrower.

               "CP Rate" shall mean, for any day, the published
     rate for 90-day dealer placed commercial paper (sold through
     dealers by major corporations) which normally is published in
     the "Money Rates" section of The Wall Street Journal for such
     day or, in the event such report shall not so appear, in such
     other nationally recognized publication as Agent may, from
     time to time, specify to Borrower.  Each change in any
     interest rate provided herein based upon the CP Rate shall
     take effect at the opening of business of the first day of
     the calendar month immediately succeeding such published
     change in the CP Rate.

               "Current Assets" shall mean, with respect to
     Borrower at any date, all assets of Borrower which are or
     should be classified as current on a consolidated balance
     sheet of Borrower and its Subsidiaries as of such date
     prepared in accordance with GAAP.

               "Current Liabilities" shall mean, with respect to
     Borrower at any date, all liabilities (including book
     overdrafts) of Borrower which are or should be classified as
     current on a consolidated balance sheet of Borrower and its
     Subsidiaries as of such date prepared in accordance with
     GAAP, but excluding the Revolving Credit Advances.

               "Default" shall mean any Event of Default or any
     event which, with the passage of time or notice or both,
     would, unless cured or waived, become an Event of Default.

               "Default Rate" shall mean a rate per annum equal to
     2% plus the Index Rate or the LIBO Rate (whichever is then
     applicable) as in effect from time to time plus the
     Applicable Margin.

               "Deferred Divestiture Proceeds" shall have the
<PAGE>
<PAGE>88
     meaning assigned thereto in Section 6.2(v).

               "Deferred Taxes" shall mean, with respect to any
     Person at any date, the amount of deferred taxes of such
     Person as shown on the balance sheet of such Person prepared
     in accordance with GAAP of such date.

               "Disbursement Account" shall have the meaning
     assigned to it on Annex B.

               "Documents" shall mean any "documents," as such
     term is defined in the Code, now owned or hereafter acquired
     by Borrower, wherever located, and in any event any bills of
     lading, dock warrants, dock receipts, warehouse receipts, or
     other documents of title.

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

               "DOL" shall mean the United States Department of
     Labor or any successor thereto.

               "Domestic Subsidiary" shall mean any Subsidiary of
     Borrower which is not a Foreign Subsidiary.

               "Domestic Subsidiary Basket" shall have the meaning
     assigned thereto in Section 6.4.

               "EBITDA" shall mean, for any period, Net Income,
     plus Interest Expense, tax expense, amortization expense,
     depreciation expense and extraordinary losses and other non-
     cash items and minus extraordinary gains, in each case
     determined in accordance with GAAP and to the extent included
     in the determination of Net Income; provided, however, that
     any gains or losses on any assets of Borrower held for sale
     and listed on Schedule 6.8 shall be treated as extraordinary
     gains or losses.

               "Eligible Accounts" shall mean such Accounts of
     Borrower which are not ineligible as the basis for Revolving
     Credit Advances based on the criteria set forth below.  In
     determining whether an Account constitutes an Eligible
     Account, Agent does not intend to include any Account:

               (a)  which does not arise from the sale of goods or
     services by Borrower in the ordinary course of Borrower's
     business;

               (b)  upon which (i) Borrower's right to receive
     payment is not absolute or is contingent upon the fulfillment
     of any condition whatever or (ii) Borrower is not able to
     bring suit or otherwise enforce its remedies against the
     Account Debtor through judicial process;

               (c)  against which, or against any contract or
     agreement pursuant to which such account arises, is asserted
     or may be asserted any defense, counterclaim or set-off,
     whether well-founded or otherwise, but only to the extent of
<PAGE>
<PAGE>89
     the amount of such defense, counterclaim or set-off;

               (d)  that is not a true and correct statement of a
     bona fide indebtedness incurred in the amount of the Account
     for merchandise sold or services rendered and accepted by the
     Account Debtor obligated upon such Account;

               (e)  with respect to which an invoice, acceptable
     to Agent in form and substance to ensure compliance with the
     terms of the Loan Documents, has not been sent to Account
     Debtor;

               (f)  that is not owned by Borrower or is subject to
     any right, claim, or interest of another other than the Lien
     in favor of Agent and Lenders;

               (g)  that arises from a sale to or performance of
     services for an employee, Affiliate, parent or Subsidiary of
     Borrower, or an entity which has common officers or directors
     with Borrower;

               (h)  that is the obligation of an Account Debtor
     that is the federal government or a political subdivision
     thereof unless Borrower has complied with the Federal Assign-
     ment of Claims Acts of 1940, and any amendments thereto, with
     respect to such obligation; provided, however, that Agent may
     in its discretion permit any such Accounts of the federal
     government or a political subdivision thereof to be included
     as Eligible Accounts;

               (i)  that is the obligation of an Account Debtor
     located in a foreign country (other than Canada) unless the
     sale of goods giving rise to the Account is on a letter of
     credit or other credit support satisfactory to Agent and
     Agent's security interest in or assignment of such Account
     and letter of credit or other credit support is duly and
     properly created and/or perfected to Agent's satisfaction; or
     the sale represented by such Account is denominated in other
     than Dollars or is payable outside the United States;

               (j)  that is the obligation of an Account Debtor to
     whom Borrower is or may become liable for goods sold or
     services rendered by the Account Debtor to Borrower but only
     to the extent of the amount of such liability;

               (k)  that arises with respect to goods which are
     delivered on a cash-on-delivery basis or placed on consign-
     ment, guaranteed sale or other terms by reason of which the
     payment by the Account Debtor may be conditional;

               (l)  that is in default; provided, however, that an
     Account shall be deemed in default upon the occurrence of any
     of the following:

                   (i)  the Account is not paid within ninety (90)
               days of invoice thereof;

                   (ii)  the sale represented by such Account is
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               subject to any material claim or dispute by the Person
               to whom or to which it was made, but only to the extent
               of the amount of such claim or dispute;

                  (iii)  if any Account Debtor obligated upon such
               Account suspends business, becomes insolvent, makes a
               general assignment for the benefit of creditors, or
               fails to pay its debts generally as they come due; or

                   (iv)  if any petition is filed by or against any
               Account Debtor obligated upon such Account under any
               bankruptcy law or any other national, state or
               provincial receivership, insolvency relief or other law
               or laws for the relief of debtors;

               (m)  which is the obligation of an Account Debtor
     as to which fifty percent (50%) or more of the Dollar value
     of the Accounts of such Account Debtor have become, or have
     been determined by Agent to be ineligible;

               (n)  the sale represented by such Account is on
     terms longer than ninety (90) days from the date of invoice;

               (o)  which arises from any bill-and-hold or other
     sale of goods which remain in Borrower's possession or under
     Borrower's control;

               (p)  as to which the interest of Agent and Lenders
     therein is not a first priority perfected security interest;

               (q)  that fails to meet or violates any of
     Borrower's representations, warranties or covenants contained
     in this Agreement or any other Loan Document;

               (r)  with respect to which the Account Debtor is
     located in (i) Alabama or New Jersey, unless Borrower has
     qualified to do business in such state or filed and
     maintained effective a Notice of Business Activities Report
     (or similar report) with the appropriate office or agency in
     such state for the then current year or (ii) any other state
     which requires the filing of a similar notice or report,
     unless Borrower has qualified to do business in such state or
     filed and maintained effective such notice or report with the
     appropriate office or agency in such state for the then
     current year;

               (s)  if the Accounts of the related Account Debtor
     exceed 10% of the aggregate amount of all Accounts, but only
     Accounts of such Account Debtor in excess of such ten percent
     (10%) amount; or

               (t)  that is not otherwise acceptable in the
     reasonable judgment of Agent, based upon such credit and
     collateral considerations as Agent may deem appropriate from
     time to time.

               "Eligible Equipment" shall mean the orderly
     liquidation value (as determined from time to time, but no
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<PAGE>91
     more frequently than one time per calendar year so long as no
     Event of Default shall have occurred and be continuing,
     pursuant to an appraisal acceptable to Agent) of Borrower's
     machinery and Equipment listed on Schedule 11.9; provided,
     however, that such schedule shall be updated from time to
     time by Borrower at Agent's request, subject to compliance
     with Section 11.2.  In determining whether Equipment
     constitutes Eligible Equipment, Agent does not intend to
     include Equipment which:

               (a)  is not owned by Borrower free and clear of all
     Liens and rights of others, except the Liens in favor of
     Agent and Lenders;

               (b)  is not located on premises owned or operated
     by Borrower referenced on Schedule 3.6;

               (c)  is in the possession or control of a bailee,
     warehouseman, processor, converter or other Person other than
     Borrower, unless Agent is in possession of such agreements,
     instruments and documents as Agent may require (each in form
     and content acceptable to Agent and duly executed, as appro-
     priate by the bailee, warehouseman, processor, converter or
     other Person in possession or control of such Equipment, as
     applicable) including but not limited to warehouse receipts
     in Agent's name covering such Equipment except to the extent
     that Agent has established a reserve with respect to such
     Equipment;

               (d)  is Equipment held on or at leased premises
     where the landlord thereof has not executed a consent and
     waiver in form and substance satisfactory to Agent except to
     the extent that Agent has established a reserve with respect
     to such Equipment; or

               (e)  is Equipment which in any way fails to meet or
     violates any warranty, representation or covenant contained
     in this Agreement or any other Loan Document.

               "Eligible Inventory" shall mean such Inventory of
     Borrower which is not ineligible as the basis for Revolving
     Credit Advances based on the criteria set forth below.  In
     determining whether Inventory less accounting reserves
     constitutes Eligible Inventory, Agent does not intend to
     include Inventory which:

               (a)  is not owned by Borrower free and clear of all
     Liens and rights of others, except the Liens in favor of
     Agent and Lenders;

               (b)  is not located on premises owned or operated
     by Borrower referenced on Schedule 3.6;

               (c)  is in transit;

               (d)  is held on or at leased premises where the
     landlord thereof has not executed a consent and waiver in
     form and substance satisfactory to Agent except to the extent
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     that Agent has established a reserve with respect to such
     Inventory ;

               (e)  is in the possession or control of a bailee,
     warehouseman, processor, converter or other Person other than
     Borrower, unless Agent is in possession of such agreements,
     instruments and documents as Agent may require (each in form
     and content acceptable to Agent and duly executed, as appro-
     priate by the bailee, warehouseman, processor, converter or
     other Person in possession or control of such Inventory, as
     applicable) including but not limited to warehouse receipts
     in Agent's name covering such Inventory except to the extent
     that Agent has established a reserve with respect to such
     Inventory;

               (f)  is covered by a negotiable document of title
     unless such document and evidence of acceptable insurance
     covering such Inventory has been delivered to Agent;

               (g)  in Agent's judgment, is obsolete, unsalable,
     shopworn, damaged, unfit for further processing, or is of
     substandard quality;

               (h)  consists of display items, packing and
     shipping materials or goods which have been returned by the
     buyer;

               (i)  consists of discontinued or slow-moving items;

               (j)  is placed by Borrower on consignment or held
     by Borrower on consignment from another Person;

               (k)  is not a type held for sale in the ordinary
     course of Borrower's business;

               (l)  is Inventory produced in violation of the Fair
     Labor Standards Act and subject to the "hot goods" provisions
     contained in Title 29 U.S.C. Section 215 or any successor statute
     or section;

               (m)  is Inventory bearing a service mark, trademark
     or name of any Person other than Borrower or Figgie
     Licensing, or with respect to which the use by Borrower or
     the manufacture or sale thereof by Borrower is subject to any
     licensing, patent, royalty, trademark, trade name or
     copyright agreement with any other Person, except for
     Inventory manufactured for and intended to be sold under a
     supply contract to the owner of such trademark, service mark,
     etc.; provided, however, that with respect to any Inventory
     bearing a service mark, trademark or name of Figgie
     Licensing, such Inventory shall only be deemed Eligible
     Inventory to the extent that Agent shall have been granted a
     valid first priority perfected security interest in
     Borrower's rights under the License Agreements;

               (n)  is Inventory which in any way fails to meet or
     violates any warranty, representation or covenant contained
     in this Agreement or any other Loan Document;
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               (o)  which consists of work-in-process; or

               (p)  is not otherwise acceptable in the reasonable
     judgment of Agent, based upon such credit and collateral
     considerations as Agent may deem appropriate from time to
     time.

               "Environmental Laws" shall mean all federal, state
     and local laws, statutes, ordinances, orders and regulations,
     now or hereafter in effect, and in each case as amended or
     supplemented from time to time, and any applicable judicial
     or administrative interpretation thereof relating to the
     regulation and protection of human health, safety, the
     environment and natural resources (including, without
     limitation, ambient air, surface water, groundwater,
     wetlands, land surface or subsurface strata, wildlife,
     aquatic species and vegetation).  Environmental Laws include,
     but are not limited to, the Comprehensive Environmental
     Response, Compensation, and Liability Act of 1980, as amended
     (42 U.S.C. Sections 9601 et seq.) ("CERCLA"); the Hazardous
     Material Transportation Act, as amended (49 U.S.C. Sections 1801 et
     seq.); the Federal Insecticide, Fungicide, and Rodenticide
     Act, as amended (7 U.S.C. Sections 136 et seq.); the Resource
     Conservation and Recovery Act, as amended (42 U.S.C. Sections 6901
     et seq.) ("RCRA"); the Toxic Substance Control Act, as
     amended (15 U.S.C. Sections 2601 et seq.); the Clean Air Act, as
     amended (42 U.S.C. Sections 740 et seq.); the Federal Water
     Pollution Control Act, as amended (33 U.S.C. Sections 1251 et
     seq.); the Occupational Safety and Health Act, as amended (29
     U.S.C. Sections 651 et seq.) ("OSHA"); and the Safe Drinking Water
     Act, as amended (42 U.S.C. Sections 300(f) et seq.), and any and
     all regulations promulgated thereunder, and all analogous
     state and local counterparts or equivalents and any transfer
     of ownership notification or approval statutes.

               "Environmental Liabilities and Costs" shall mean
     all liabilities, obligations, responsibilities, remedial
     actions, removal costs, losses, damages, punitive damages,
     consequential damages, treble damages, costs and expenses
     (including, without limitation, all reasonable fees,
     disbursements and expenses of counsel, experts and
     consultants and costs of investigation and feasibility
     studies), fines, penalties, sanctions and interest incurred
     as a result of any claim, suit, action or demand by any
     person or entity, whether based in contract, tort, implied or
     express warranty, strict liability, criminal or civil statute
     or common law (including, without limitation, any thereof
     arising under any Environmental Law, permit, order or
     agreement with any Governmental Authority) and which relate
     to any health or safety condition regulated under any
     Environmental Law or in connection with any other
     environmental matter or Release, threatened Release, or the
     presence of a Hazardous Material.

               "Equipment" shall mean any "equipment" as such term
     is defined in the Code, and, in any event, shall include, but
     shall not be limited to, all machinery, equipment, furnish-
     ings and vehicles and any and all additions, accessions,
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<PAGE>94
     substitutions and replacements of any of the foregoing,
     wherever located, together with all attachments, components,
     parts, equipment and accessories installed thereon or affixed
     thereto, but shall not include any fixtures as such term is
     defined in the Code.

               "ERISA" shall mean the Employee Retirement Income
     Security Act of 1974 (or any successor legislation thereto),
     as amended from time to time, and any regulations promulgated
     thereunder.

               "ERISA Affiliate" shall mean, with respect to
     Borrower, any trade or business (whether or not incorporated)
     under common control with Borrower or any Loan Party and
     which, together with Borrower or any Loan Party, are treated
     as a single employer within the meaning of Section 414(b),
     (c), (m) or (o) of the IRC.

               "ERISA Event" shall mean, with respect to Borrower,
     any Subsidiary thereof or any ERISA Affiliate, (i) a Report-
     able Event with respect to a Title IV Plan or a Multiemployer
     Plan; (ii) the withdrawal of Borrower, any Subsidiary thereof
     or any ERISA Affiliate from a Title IV Plan subject to
     Section 4063 of ERISA during a plan year in which it was a
     substantial employer, as defined in Section 4001(a)(2) of
     ERISA; (iii) the complete or partial withdrawal of Borrower,
     any Subsidiary thereof or any ERISA Affiliate from any
     Multiemployer Plan; (iv) the filing of a notice of intent to
     terminate a Title IV Plan or the treatment of a plan
     amendment as a termination under Section 4041 of ERISA;
     (v) the institution of proceeding to terminate a Title IV
     Plan or Multiemployer Plan by the PBGC; (vi) the failure to
     make required contributions to a Qualified Plan; or (vii) any
     other event or condition which might reasonably be expected
     to constitute grounds under Section 4042 of ERISA for the
     termination of, or the appointment of a trustee to
     administer, any Title IV Plan or Multiemployer Plan or the
     imposition of any liability under Title IV of ERISA, other
     than PBGC premiums due but not delinquent under Section 4007
     of ERISA.

               "Event of Default" shall have the meaning assigned
     to it in Section 8.1.

               "Excess Cash Flow" of Borrower for any period shall
     mean 60% of the sum of EBITDA for such period minus (i) cash
     Interest Expense for such period, minus (ii) cash Income Tax
     Expense for such period, minus (iii) Capital Expenditures of
     Borrower and its Subsidiaries for such period, minus
     (iv) scheduled payments of Indebtedness of Borrower and its
     Subsidiaries for such period, minus (v) Investments in Joint
     Venture Subsidiaries made pursuant to Section 6.2(vii),
     Section 6.4(iv) or Section 6.6(iv) during such period, minus
     (vi) any Restricted Payments paid in cash pursuant to Section
     6.14(b) or 6.14(c) during such period.

               "Exchange Act" shall mean the Securities Exchange
     Act of 1934, as amended.
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<PAGE>95
               "Existing Domestic Loans" shall have the meaning
     assigned thereto in Section 6.4.

               "Existing Foreign Loans" shall have the meaning
     assigned thereto in Section 6.4.

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

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

               "Fee Letter" shall mean the Fee Letter, dated
     November 3, 1995, between Agent and Borrower.

               "Fees" shall mean the fees due to Agent and Lenders
     as set forth in Section 1.6 or otherwise pursuant to the Loan
     Documents.

               "Figgie Licensing" shall mean Figgie Licensing
     Corp., a Delaware corporation and a wholly-owned Subsidiary
     of Borrower.

               "Figgie Properties" shall mean Figgie Properties
     Inc., a Delaware corporation and a wholly-owned Subsidiary of
     Borrower.

               "Figgie Real Estate" shall mean Figgie
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<PAGE>96
     International Real Estate Inc., a Delaware corporation and a
     wholly-owned Subsidiary of Borrower.

               "Financials" shall mean the financial statements
     referred to in Section 3.4.

               "Fiscal Month" shall mean any of the monthly
     accounting periods of Borrower.

               "Fiscal Quarter" shall mean the three month periods
     ending on March 31, June 30, September 30 or December 31.

               "Fiscal Year" shall mean the 12-month period of
     Borrower and its Subsidiaries ending December 31 of each
     year.

               "Fixed Charge Coverage Ratio" shall mean, for any
     period, the ratio of the following for Borrower and its
     Subsidiaries determined on a consolidated basis in accordance
     with GAAP:  (i) EBITDA for such period less Capital
     Expenditures for such period which are not financed through
     operating leases to (ii) the sum of (a) Interest Expense plus
     (b) scheduled principal payments of Indebtedness (including
     Capital Leases but excluding the principal amount of the
     Revolving Credit Loan) during such period plus (c) taxes to
     the extent accrued of otherwise payable with respect to such
     period plus (d) Restricted Payments paid in cash pursuant to
     Section 6.14(c) during such period.

               "Foreign Plans" shall mean any employee benefit
     plan maintained, sponsored or contributed to by Borrower or
     any Loan Party that (i) is not required to be maintained by
     statute, (ii) is excluded from coverage under Section 4(b)(4)
     of ERISA and (iii) covers personnel working outside the
     United States.

               "Foreign Subsidiary" shall mean any Subsidiary of
     Borrower which (i) is organized or incorporated under the
     laws of any jurisdiction other than the laws of the United
     States of America or of any state thereof or (ii) shall not
     conduct any significant portion of its business in the United
     States of America.

               "Foreign Subsidiary Basket" shall have the meaning
     assigned thereto in Section 6.4.

               "Funding Arrangements" shall have the meaning
     assigned thereto in Section 1.15(c).

               "GAAP" shall mean generally accepted accounting
     principles in the United States of America as in effect from
     time to time as set forth in the opinions and pronouncements
     of the Accounting Principles Board and the American Institute
     of Certified Public Accountants and the statements and
     pronouncements of the Financial Accounting Standards Board,
     which are applicable to the circumstances as of the date of
     determination except that, for purposes of Sections 6.10 and
     6.14, GAAP shall be determined on the basis of such
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<PAGE>97
     principles in effect on December 31, 1994 and consistent with
     those used in the preparation of the audited financial
     statements referred to in Section 3.4.

               "GE Capital" shall mean General Electric Capital
     Corporation, a New York corporation having an office at 201
     High Ridge Road, Stamford, Connecticut 06927-5100.

               "General Intangibles" shall mean any "general
     intangibles," as such term is defined in the Code, now owned
     or hereafter acquired by Borrower and, in any event, includ-
     ing, without limitation, all right, title and interest which
     Borrower may now or hereafter have in or under any Contract,
     all customer lists, Intellectual Property, interests in
     partnerships, joint ventures and other business associations,
     permits, proprietary or confidential information, inventions
     (whether or not patented or patentable), technical
     information, procedures, designs, knowledge, know-how,
     software, data bases, data, skill, expertise, experience,
     processes, models, drawings, materials and records, goodwill
     (including, without limitation, the goodwill associated with
     any Intellectual Property), all rights and claims in or under
     insurance policies, (including, without limitation, insurance
     for fire, damage, loss, and casualty, whether covering
     personal property, real property, tangible rights or
     intangible rights, all liability, life, key man, and business
     interruption insurance, and all unearned premiums),
     uncertificated securities, choses in action, and other bank
     accounts, rights to receive tax refunds and other payments
     and rights of indemnification.

               "Goods" shall mean all "goods" as such term is
     defined in the Code, now owned or hereafter acquired by
     Borrower, wherever located, including, without limitation,
     movables, Equipment, Inventory, or other tangible personal
     property.

               "Governmental Authority" shall mean any nation or
     government, any state or other political subdivision thereof,
     and any agency, department or other entity exercising execu-
     tive, legislative, judicial, regulatory or administrative
     functions of or pertaining to government.

               "Guaranteed Indebtedness" shall mean, as to any
     Person, any obligation of such Person guaranteeing any
     indebtedness, lease, dividend, or other obligation ("primary
     obligations") of any other Person (the "primary obligor") in
     any manner including, without limitation, any obligation or
     arrangement of such Person (i) to purchase or repurchase any
     such primary obligation, (ii) to advance or supply funds
     (a) for the purchase or payment of any such primary
     obligation or (b) to maintain working capital or equity
     capital of the primary obligor or otherwise to maintain the
     net worth or solvency or any balance sheet condition of the
     primary obligor, (iii) 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
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     (iv) to indemnify the owner of such primary obligation
     against loss in respect thereof.

               "Hazardous Material" shall mean a Hazardous
     Substance and/or a Hazardous Waste.

               "Hazardous Substance" shall mean any element,
     material, compound, mixture, solution, chemical, substance,
     or pollutant within the definition of "hazardous substance"
     under Section 101(14) of the Comprehensive Environmental
     Response, Compensation and Liability Act, 42 USC Section 9601(14);
     petroleum or any fraction, byproduct or distillation product
     thereof; friable asbestos, polychlorinated biphenyls, or any
     radioactive substances; and any material regulated as a
     hazardous substance by any jurisdiction in which any Loan
     Party owns or operates or has owned or operated a facility.

               "Hazardous Waste" shall mean any element,
     pollutant, contaminant or discarded material (including any
     radioactive material) within the definition of Section 103(6)
     of the Resource Conservation and Recovery Act, 42 USCA
     Section 6903(6); and any material regulated as a hazardous waste by
     any jurisdiction in which any Loan Party owns or operates or
     has owned or operated a facility, or to which any Loan Party
     sends material for treatment, storage or disposal as waste.

               "Income Tax Expense" of Borrower shall mean for any
     period the consolidated provision for federal, state, local,
     provincial and foreign income taxes of Borrower and its
     Subsidiaries for such period calculated on a consolidated
     basis in accordance with GAAP.

               "Indebtedness" of any Person shall mean (i) all
     indebtedness of such Person for borrowed money or for the
     deferred purchase price of property or services (including,
     without limitation, reimbursement and all other obligations
     with respect to surety bonds, letters of credit and bankers'
     acceptances, whether or not matured, but not including
     obligations to trade creditors or service providers incurred
     in the ordinary course of business), (ii) all obligations
     evidenced by notes, bonds, debentures or similar instruments,
     (iii) all indebtedness created or arising under any
     conditional sale or other title retention agreements with
     respect to property acquired by such Person (even though the
     rights and remedies of the seller or lender under such
     agreement in the event of default are limited to repossession
     or sale of such property), (iv) all Capital Lease
     Obligations, (v) all Guaranteed Indebtedness, (vi) all fixed
     or contingent obligations of such Person under interest rate,
     commodity or foreign currency exchange, swap, collar, cap,
     futures, purchase, option, synthetic cap, price hedging or
     other derivatives agreements, (vii) all Indebtedness referred
     to in clause (i), (ii), (iii), (iv), (v) or (vi) above
     secured by (or for which the holder of such Indebtedness has
     an existing right, contingent or otherwise, to be secured by)
     any Lien upon or in property (including, without limitation,
     accounts and contract rights) owned by such Person, even
     though such Person has not assumed or become liable for the
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<PAGE>99
     payment of such Indebtedness, (viii) the Obligations, and
     (ix) all liabilities under Title IV of ERISA.

               "Indemnified Person" shall have the meaning
     assigned to it in Section 1.15.

               "Index Rate Advance" shall mean a Revolving Credit
     Advance which bears interest at a rate based upon the Index
     Rate.

               "Index Rate" shall mean, for any day, a floating
     rate equal to the greatest of (i) the highest prime or base
     rate of interest publicly announced from time to time by
     Bankers Trust Company, Chemical Bank, Citibank, N.A., Morgan
     Guaranty Trust Company of New York or The Chase Manhattan
     Bank, N.A. (whether or not such rate is actually charged by
     such bank) as in effect for such day; (ii) the CP Rate; and
     (iii) the Federal Funds Rate in effect on such day plus 0.5%.
     Each change in any interest rate provided for herein based
     upon the Index Rate shall take effect at the time of such
     change in the Index Rate.

               "Instruments" shall mean any "instrument," as such
     term is defined in the Code, now owned or hereafter acquired
     by Borrower, wherever located and in any event all
     certificated securities, certificate of deposit and all notes
     and other, without limitation, evidences of indebtedness,
     other than instruments that constitute, or are a part of a
     group of writings that constitute, Chattel Paper.

               "Intellectual Property" shall mean, collectively,
     all Trademarks, all Patents, all Copyrights and all Licenses
     now held or hereafter acquired by Borrower, together with all
     franchises, tax refund claims, rights of indemnification,
     payments under insurance, indemnities, warranties and
     guarantees payable with respect to the foregoing.

               "Intercompany Notes" shall have the meaning
     assigned thereto in Section 6.3.

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

               Interest Expense" shall mean, for any period, the
     amount which would, in conformity with GAAP, be set forth
     opposite the caption "interest expense" or any like caption
     on a consolidated income statement of Borrower and its
     Subsidiaries for such period.

               "Interest Period" shall mean for any LIBO Rate
     Advance, the period commencing and ending on such dates as
     are selected by Borrower pursuant to the provisions set forth
     below.  The duration of each Interest Period shall be one,
     two or three months as Borrower may, upon notice received by
     Agent not later than 11:00 a.m. (New York City time) on the
     second Business day prior to the first day of such Interest
     Period, select; provided, however, that:  (i) Borrower may
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     not select any Interest Period which ends after the
     Termination Date; and (ii) whenever the last day of any
     Interest Period would otherwise occur on a day other than a
     Business Day, the last day of such Interest Period shall be
     extended to occur on the next succeeding Business Day; and,
     provided, further, that Borrower may only select Interest
     Periods of one month in duration during the 120 day period
     immediately following the Closing Date.

               "Interstate Electronics" shall mean Interstate
     Electronics Corp., a California corporation and a wholly-
     owned Subsidiary of Borrower.

               "Inventory" shall mean any "inventory," as such
     term is defined in the Code, now or hereafter owned or
     acquired by, Borrower, wherever located, and, in any event,
     including, without limitation, inventory, merchandise, goods
     and other personal property which are held by or on behalf of
     Borrower for sale or lease or are furnished or are to be
     furnished under a contract of service or which constitute raw
     materials, work in process or materials used or consumed or
     to be used or consumed in Borrower's business or in the
     processing, production, packaging, promotion, delivery or
     shipping of the same, including, without limitation, other
     supplies, and all accessions and additions thereto and all
     documents of title covering any of the foregoing.

               "Investment" shall mean, for any Person (a) the
     acquisition (whether for cash, property, services or
     securities or otherwise) of capital stock, bonds, notes,
     debentures, partnership or other ownership interests or other
     securities of any other Person or any agreement to make any
     such acquisition; (b) the making of any deposit with, or
     advance, loan or other extension of credit to, any other
     Person (including the purchase of property from another
     Person subject to an understanding or agreement, contingent
     or otherwise, to resell such property to such Person); and
     (c) the entering into of any Guaranteed Indebtedness of, or
     other contingent obligation with respect to, Indebtedness or
     other liability of any other Person and (without duplication)
     any amount committed to be advanced, lent or extended to such
     Person.

               "IRC" shall mean the Internal Revenue Code of 1986,
     as amended, and any successor thereto.

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

               "Issuing Bank" shall mean a Lender acceptable to
     GE Capital which shall act hereunder as issuer of Letters of
     Credit and, provided that no Event of Default shall have
     occurred and be continuing, approved by Borrower, which
     approval shall not be unreasonably withheld, denied or
     delayed.

               "Joint Venture Subsidiary" shall mean any
     corporation, association or other business entity, other than
<PAGE>
<PAGE>101
     any Subsidiary of Borrower in existence on the date hereof,
     (a) which would be a Subsidiary of Borrower but for its
     designation as a Joint Venture Subsidiary by a Responsible
     Officer at or before the time of determination as provided
     below and evidenced by a certificate of such Responsible
     Officer delivered to Agent and (b) in which any Person (other
     than  Borrower or any of its Affiliates) has, in the
     determination of a Responsible Officer evidenced by a
     certificate of such Responsible Officer delivered to Agent, a
     significant joint or shared equity interest with Borrower or
     any of its Subsidiaries and which is created in connection
     with the purchase of properties and assets used in the
     business of Borrower.  A Responsible Officer of Borrower may
     designate any Subsidiary of Borrower (including any newly
     acquired or newly formed Subsidiary) which satisfies the
     requirements of clause (b) above to be a Joint Venture
     Subsidiary; provided, however, that (i) immediately after
     giving pro forma effect to such designation there would not
     exist any Default or Event of Default, (ii) no Joint Venture
     Subsidiary shall be a general partner of a limited
     partnership or a partner of a general partnership, and
     (iii) any Joint Venture Subsidiary shall be an Unrestricted
     Subsidiary.

               "Key Employees Stock Option Plan" shall mean the
     October 20, 1994 Figgie International Inc. Key Employees
     Stock Option Plan, as in effect on the date hereof.

               "Leases" shall mean all of those leasehold estates
     in real property now owned or hereafter acquired by a Loan
     Party, as lessee.

               "Lender" and "Lenders" shall have the meaning
     provided in the first paragraph of this Agreement.

               "Letter of Credit Fee" shall have the meaning
     assigned thereto in Section 1.6.

               "Letter of Credit Obligations" shall mean all
     outstanding obligations incurred by Agent or the Issuing
     Bank, as the case may be, at the request of Borrower, whether
     direct or indirect, contingent or otherwise, due or not due,
     in connection with the issuance or guaranty by Agent, the
     Issuing Bank or another Person, of Letters of Credit.  The
     amount of such Letter of Credit Obligations at any time shall
     equal the maximum amount which may be payable by Agent or the
     Issuing Bank thereupon or pursuant thereto at such time.

               "Letter of Credit Reserve" shall mean 50% of the
     amount of all Letter of Credit Obligations guaranteed by GE
     Capital or issued by the Issuing Bank, as the case may be;
     provided, however, that if the Senior Notes have not been
     refinanced on or prior to December 31, 1997 on terms
     satisfactory to Required Lenders, the Letter of Credit
     Reserve shall be increased, commencing January 1, 1998, to
     80% of the amount of all Letter of Credit Obligations
     guaranteed by GE Capital or issued by the Issuing Bank, as
     the case may be.
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<PAGE>102
               "Letters of Credit" shall mean commercial or
     standby letters of credit issued at the request and for the
     account of Borrower for which Agent or the Issuing Bank, as
     the case may be, has incurred Letter of Credit Obligations.

               "LIBO Rate" shall mean, for any Interest Period,
     the rate obtained by dividing (i) the average of the four
     rates reported from time to time by Telerate News Service on
     page 3750 thereof (or such other number of rates as such
     service may from time to time report), at which foreign
     branches of major United States banks offer United States
     dollar deposits to other banks for such Interest Period in
     the London interbank market at approximately 11:00 a.m.,
     London time, on the second full Business Day next preceding
     such Interest Period by (ii) a percentage equal to 100% minus
     the weighted average of the maximum rates of all reserve
     requirements (including, without limitation, any marginal
     emergency, supplemental or special or other reserves)
     applicable during such Interest Period to any member bank of
     the Federal Reserve System in respect of eurocurrency or
     eurodollar funding or liabilities.  If such interest rates
     shall cease to be available from Telerate News Service, the
     LIBO Rate shall be determined from such financial reporting
     service or other information selected by Agent and reasonably
     acceptable to Borrower.

               "LIBO Rate Advance" shall mean a Revolving Credit
     Advance which bears interest at a rate based on the LIBO
     Rate.

               "License" shall mean any Patent License, Trademark
     License or other license of rights or interests now held or
     hereafter acquired by Borrower.

               "License Agreements" shall mean the license
     agreements listed on Schedule 3.16 to this Agreement pursuant
     to which Figgie Licensing has granted to Borrower an
     exclusive license to use certain trademarks.

               "Lien" shall mean any mortgage or deed of trust,
     pledge, hypothecation, assignment, deposit arrangement, lien,
     charge, claim, security interest, easement or encumbrance, or
     preference, priority or other security agreement or preferen-
     tial arrangement of any kind or nature whatsoever (including,
     without limitation, any lease or title retention agreement,
     any financing lease having substantially the same economic
     effect as any of the foregoing, and the filing of, or agree-
     ment to give, any financing statement perfecting a security
     interest under the Code or comparable law of any jurisdic-
     tion).

               "Loan Documents" shall mean this Agreement, the
     Revolving Credit Notes and the Collateral Documents.

               "Loan Party" means each of Borrower and each
     Subsidiary of Borrower.

               "Lock Boxes" shall have the meaning assigned to it
<PAGE>
<PAGE>103
     on Annex B.

               "Margin Stock" shall have the meaning specified in
     Regulation G, T, U or X of the Board of Governors of the
     Federal Reserve System, as in effect from time to time.

               "Material Adverse Effect" shall mean a material
     adverse effect on (i) the business, assets, operations,
     prospects, or financial or other condition of Borrower or
     Borrower and its Subsidiaries taken as a whole,
     (ii) Borrower's ability to pay or Borrower's or any Material
     Subsidiary's ability to perform their respective obligations
     under the Loan Documents in accordance with the terms
     thereof, (iii) the Collateral or Agent's Lien on the
     Collateral or the priority of any such Lien or (iv) the
     rights and remedies of Agent and Lenders under this Agreement
     and the other Loan Documents.

               "Material Contracts" shall mean each contract to
     which Borrower or any of its Material Subsidiaries is now or
     hereafter a party involving aggregate consideration payable
     to or by Borrower or any of its Material Subsidiaries,
     contingent or otherwise, in excess of $5,000,000.

               "Material Subsidiary" shall mean each of Interstate
     Electronics, Figgie Real Estate, Figgie Licensing, Figgie
     Properties and any Subsidiary of Borrower formed after the
     date hereof which has a Net Worth in excess of $5,000,000;
     provided, however, that any Subsidiary of Borrower which
     becomes a party to a Loan Document after the date hereof
     shall be deemed to be a Material Subsidiary.

               "Maximum Lawful Rate" shall have the meaning
     assigned to it in Section 1.4(d).

               "Maximum Revolving Credit Commitment" shall mean an
     amount equal to $75,000,000 on the Closing Date, as such
     amount may be adjusted, if at all, from time to time in
     accordance with this Agreement.

               "Mortgages" shall mean the mortgages, deeds of
     trust or other similar real estate security documents made by
     Borrower or an Unrestricted Subsidiary in favor of Agent, in
     form and substance acceptable to Agent, as from time to time
     amended, supplemented or modified.

               "Multiemployer Plan" shall mean a "multiemployer
     plan" as defined in Section 4001(a)(3) of ERISA, and to which
     Borrower or any ERISA Affiliate is making, is obligated to
     make, has made or been obligated to make, contributions on
     behalf of participants who are or were employed by any of
     them.

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

<PAGE>
<PAGE>104
               "Net Proceeds" shall mean the net cash amount
     realized from any asset sale after deducting (i) all
     reasonable costs and expenses payable (or for which reserves
     are established in accordance with GAAP) in connection
     therewith, including, without limitation, reasonable
     attorneys fees and taxes with respect to such sale and
     repayment of any Indebtedness permitted hereunder which by
     its terms is required to be repaid in connection with the
     sale of such assets (but without deducting therefrom (x) any
     such amounts paid in cash to any Affiliate of Borrower in a
     transaction which is not arm's length or (y) any amounts
     repaid in cash to Borrower from cash realized from such sale
     in repayment of loans or advances made by Borrower to the
     Subsidiary of Borrower selling such asset which are
     outstanding as of the date hereof and listed on Schedule
     6.4), and (ii) without duplication, the amount of any escrow
     funds, letters of credit, deposits and/or similar escrow
     arrangements or credit support established or obtained by
     Borrower in connection with any such asset sale.

               "Net Worth" shall mean, with respect to any Person,
     at any date, the total assets minus the total liabilities, in
     each case, of such Person and its Subsidiaries, on a
     consolidated basis, at such date determined in accordance
     with GAAP.

               "Non-Funding Lender" shall have the meaning
     assigned to it in Section 1.1(f).

               "Non-use Fee" shall have the meaning assigned to it
     on Section 1.6.

               "Notice of Conversion" shall have the meaning
     assigned to it in Section 1.1(g).

               "Notice of Revolving Credit Advance" shall have the
     meaning assigned to it in Section 1.1(c).

               "Obligations" shall mean all loans, advances,
     debts, liabilities and obligations for the performance of
     covenants, tasks or duties or for payment of monetary amounts
     (whether or not such performance is then required or
     contingent, or amounts are liquidated or determinable) owing
     by Borrower or any other Loan Party to Agent or any Lender,
     and all covenants and duties regarding such amounts, of any
     kind or nature, present or future, whether or not evidenced
     by any note, agreement or other instrument, arising under any
     of the Loan Documents.  This term includes, without
     limitation, all principal, interest (including, without
     limitation, interest which accrues after the commencement of
     any case or proceeding referred to in Section 8.1(g) or (h)),
     all Fees, Charges, expenses, attorneys' fees and any other
     sum chargeable to Borrower under any of the Loan Documents.

               "Override Agreement" shall mean the Override
     Agreement, dated as of June 30, 1994, as heretofore amended,
     between Borrower and the lenders named therein.

<PAGE>
<PAGE>105
               "Other Lender" shall have the meaning assigned to
     it in Section 1.1(f).

               "Other Taxes" shall have the meaning assigned to it
     in Section 1.17(b).

               "Patent License" shall mean rights under any
     written agreement now owned or hereafter acquired by Borrower
     granting any right with respect to any invention on which a
     Patent is in existence.

               "Patents" shall mean all of the following in which
     Borrower now holds or hereafter acquires any interest:
     (i) all letters patent of the United States or any other
     country, all registrations and recordings thereof, and all
     applications for letters patent of the United States or any
     other country, including registrations, recordings and
     applications in the United States Patent and Trademark Office
     or in any similar office or agency of the United States, any
     State or Territory thereof, or any other country, and
     (ii) all reissues, divisions, continuations, continuations-
     in-part or extensions thereof.

               "Payor" shall have the meaning assigned to it in
     Section 1.11.

               "PBGC" shall mean the Pension Benefit Guaranty
     Corporation or any successor thereto.

               "Pension Plan" shall mean an employee pension
     benefit plan, as defined in Section 3(2) of ERISA (other than
     a Multiemployer Plan), which is not an individual account
     plan, as defined in Section 3(34) of ERISA, and which
     Borrower or, if a Title IV Plan, any Subsidiary of Borrower
     or any ERISA Affiliate maintains, contributes to or has an
     obligation to contribute to on behalf of participants who are
     or were employed by any of them.

               "Permitted Encumbrances" shall mean the following
     encumbrances:  (i) Liens for taxes or assessments or other
     governmental Charges or levies, either not yet due and
     payable or to the extent that nonpayment thereof is permitted
     by the terms of Section 5.2; (ii) pledges or deposits
     securing obligations under workers' compensation,
     unemployment insurance, social security or public liability
     laws or similar legislation; (iii) pledges, progress payments
     or deposits securing bids, tenders, contracts (other than
     contracts for the payment of money) or leases to which
     Borrower is a party as lessee made in the ordinary course of
     business; (iv) deposits securing public or statutory
     obligations of Borrower; (v) inchoate and unperfected
     workers', mechanics', suppliers' or similar liens arising in
     the ordinary course of business; (vi) carriers',
     warehousemen's or other similar possessory liens arising in
     the ordinary course of business and securing indebtedness not
     yet due and payable in an outstanding aggregate amount not in
     excess of $1,000,000 at any time; (vii) deposits securing, or
     in lieu of, surety, appeal or customs bonds in proceedings to
<PAGE>
<PAGE>106
     which Borrower is a party; (viii) any attachment or judgment
     lien securing a judgment not exceeding $500,000, unless the
     judgment it secures shall not, within 30 days after the entry
     thereof, have been discharged or execution thereof stayed
     pending appeal, or shall not have been discharged within 30
     days after the expiration of any such stay; and (ix) zoning
     restrictions, easements, licenses, or other restrictions on
     the use of real property or other minor irregularities in
     title (including leasehold title) thereto, so long as the
     same do not materially impair the use, value, or
     marketability of such real property, leases or leasehold
     estates.

               "Person" shall mean any individual, sole
     proprietorship, partnership, limited liability company, joint
     venture, trust, unincorporated organization, association,
     corporation, institution, public benefit corporation, entity
     or government (whether federal, state, county, city,
     municipal or otherwise, including, without limitation, any
     instrumentality, division, agency, body or department
     thereof).

               "Plan" shall mean, with respect to Borrower or any
     ERISA Affiliate, at any time, an employee benefit plan, as
     defined in Section 3(3) of ERISA other than a Foreign Plan,
     which Borrower maintains, contributes to or has an obligation
     to contribute to on behalf of participants who are or were
     employed by any of them.

               "Proceeds" shall mean "proceeds," as such term is
     defined in the Code and, in any event, shall include, with
     respect to any Person, (i) any and all proceeds of any
     insurance, indemnity, warranty or guaranty payable to such
     Person from time to time with respect to any of its property
     or assets, (ii) any and all payments (in any form whatsoever)
     made or due and payable to such Person from time to time in
     connection with any requisition, confiscation, condemnation,
     seizure or forfeiture of all or any part of such Person's
     property or assets by any governmental body, authority,
     bureau or agency (or any person acting under color of
     governmental authority), (iii) any claim of such Person
     against third parties (a) for past, present or future
     infringement of any Patent or Patent License or (b) for past,
     present or future infringement or dilution of any Trademark
     or Trademark License or for injury to the goodwill associated
     with any Trademark, Trademark registration or Trademark
     licensed under any Trademark License, (iv) any recoveries by
     such Person against third parties with respect to any
     litigation or dispute concerning any of such Person's
     property or assets, and (v) any and all other amounts from
     time to time paid or payable under or in connection with any
     of such Person's property or assets, upon disposition or
     otherwise.

               "Projections" shall mean the projections referred
     to in Section 3.4.

               "Property" shall have the meaning assigned to it in
<PAGE>
<PAGE>107
     Section 5.5.

               "Qualified Plan" shall mean an employee pension
     benefit plan, as defined in Section 3(2) of ERISA, which is
     intended to be tax-qualified under Section 401(a) of the IRC,
     and which Borrower, and Subsidiary thereof or any ERISA
     Affiliate maintains, contributes to or has an obligation to
     contribute to on behalf of participants who are or were
     employed by any of them.

               "Regulatory Change" shall mean, with respect to any
     Lender, any change after the date of this Agreement in
     Federal, state or foreign law or regulations (including,
     without limitation, Regulation D of the Federal Reserve
     Board) or the adoption or making after such date of any
     interpretation, directive or request applying to a class of
     lenders including such Lender of or under any Federal, state
     or foreign law or regulations (whether or not having the
     force of law and whether or not failure to comply therewith
     would be unlawful) by any court or governmental or monetary
     authority charged with the interpretation or administration
     thereof.

               "Release" shall mean, as to any Person, any release
     or any spilling, leaking, pumping, pouring, emitting,
     emptying, discharging, injecting, escaping, leaching,
     dumping, disposing or migration of a Hazardous Material into
     the indoor or outdoor environment by such Person (or by a
     person under such Person's direction or control), including
     the movement of a Hazardous Material through or in the air,
     soil, surface water, ground water or property; but shall
     exclude any release, discharge, emission or disposal in
     material compliance with a then effective permit or order of
     a Governmental Authority.

               "Repayment/Acquisition Basket" shall mean the sum
     of (i) $10,000,000 plus the Net Proceeds of any asset sales
     permitted under Section 6.8 consummated by Borrower after the
     Closing Date (other than ordinary course sales of Inventory
     and the sale of obsolete or surplus assets by Borrower's
     continuing operations), (ii) any cash or Cash Equivalents
     received by Borrower as a result of the conversion of
     Deferred Divestiture Proceeds into cash or Cash Equivalents,
     (iii) with respect to any acquisition permitted under Section
     6.1, the capital Stock of Borrower issued as consideration in
     such acquisition, provided that any such capital Stock shall
     be valued at Fair Market Value, (iv) cash and Cash
     Equivalents received by Borrower from any Subsidiary of
     Borrower which constitute (A) proceeds of an asset sale
     permitted under Section 6.8, (B) cash or Cash Equivalents
     received by such Subsidiary as a result of the conversion of
     Deferred Divestiture Proceeds, or (C) to the extent and up to
     the amount of any prior deductions under clause (a) below,
     cash or Cash Equivalents received by Borrower from any
     Subsidiary of Borrower, and are in the case of clause (A) or
     (B) in the form of (x) advances or loans permitted hereunder
     as to which the payment of principal of (and premium, if any)
     and interest and other payment obligations in respect of such
<PAGE>
<PAGE>108
     Indebtedness shall be subordinate to the prior payment in
     full of the Obligations and shall not occur prior to the
     Termination Date or (y) Restricted Payments permitted under
     Section 6.14, and (v) the cumulative amount of Excess Cash
     Flow (excluding any amounts less than zero) for the four
     Fiscal Quarter period ending December 31, 1996 and for each
     Fiscal Quarter thereafter ending prior to any acquisition
     pursuant to Section 6.1 or any repayment, prepayment,
     redemption, retirement, defeasance or open market purchase of
     Indebtedness pursuant to Section 6.13(iii), less (a) the
     amount of any repayments, prepayments, redemptions,
     retirements, defeasances or open market purchases of
     Indebtedness pursuant to Section 6.13(iii), less (b) the
     Aggregate Purchase Price (after deducting the Fair Market
     Value of the Stock portion thereof) of any acquisitions
     pursuant to Section 6.1 and less (c) to the extent the Net
     Proceeds from any such asset sale shall have been added to
     the Repayment/Acquisition Basket pursuant to clause (i)
     above, the amount of any subsequent purchase price adjustment
     which reduces the related Aggregate Purchase Price by an
     amount in excess of any amounts set aside in escrow or
     otherwise in connection with such asset sale.

               "Reportable Event" shall mean any of the events
     described in Section 4043(b)(1), (2), (3), (5), (6), (8) or
     (9) of ERISA with respect to which the PBGC has not waived
     its requirement that the PBGC be given notice of the event.

               "Required Lenders" shall mean, at any time, Lenders
     holding at least 66-2/3% of the aggregate of (i) the
     Revolving Credit Commitments of all Lenders at such time and
     (ii) the principal amount of the Revolving Credit Advances
     and Letter of Credit Obligations outstanding at such time.

               "Required Payment" shall have the meaning assigned
     to it in Section 1.11.

               "Responsible Officer" shall mean any Senior Officer
     and any other officer of Borrower with responsibility for the
     administration of the relevant provision of this Agreement.

               "Restricted Payment" shall mean, with respect to
     any Person, (i) the declaration or payment of any dividend or
     the occurrence of any liability to make any other payment or
     distribution of cash or other property or assets in respect
     of such Person's Stock, (ii) any payment on account of the
     purchase, redemption, defeasance or other retirement of such
     Person's Stock or any other payment or distribution made in
     respect thereof, either directly or indirectly, (iii) any
     payment of a claim for the rescission of the purchase or sale
     of, or for material damages arising from the purchase or sale
     of any shares of the Stock of Borrower or of a claim for
     reimbursement, indemnification or contribution arising out of
     or related to any such claim for damages or rescission, or
     (iv) any payment, loan, contribution, or other transfer of
     funds or other property to any Stockholder of such Person;
     provided, however, that "Restricted Payment" shall not
     include any dividend in respect of Borrower's Stock which is
<PAGE>
<PAGE>109
     paid in Stock of Borrower.

               "Restricted Stock Plan" shall mean Borrower's 1993
     Restricted Stock Purchase Plan for Employees, as in effect on
     the date hereof.

               "Restricted Subsidiary" shall have the meaning
     assigned thereto in the Senior Note Indenture.

               "Retiree Welfare Plan" shall refer to any Welfare
     Plan providing for continuing coverage or benefits for any
     participant or any beneficiary of a participant after such
     participant's termination of employment, other than continua-
     tion coverage provided pursuant to Section 4980B of the IRC.

               "Revolving Credit Advance" shall have the meaning
     assigned to it in Section 1.1(a).

               "Revolving Credit Commitment" shall mean, as to
     each Lender, the commitment of such Lender to make Revolving
     Credit Advances to Borrower or incur Letter of Credit
     Obligations pursuant to Section 1.1 in the aggregate
     principal amount outstanding not to exceed the amount set
     forth opposite such Lender's name on the signature page
     hereto, as such amount may be reduced or modified pursuant to
     this Agreement (including by assignment to another Lender).

               "Revolving Credit Loan" shall mean the aggregate
     amount of Revolving Credit Advances of all Lenders
     outstanding at any time.

               "Revolving Credit Notes" shall mean the promissory
     notes provided for by Section 1.1(d) and all promissory notes
     delivered in substitution or exchange therefor, in each case
     as the same shall be modified and supplemented and in effect
     from time to time.

               "Schedule of Closing Documents" shall mean the
     schedule attached hereto as Annex C, including all
     appendices, exhibits or schedules thereto, listing certain
     documents and information to be delivered in connection with
     the Loan Documents and the transactions contemplated
     thereunder.

               "Scott Aviation" shall mean the Scott Aviation
     Division of Borrower.

               "Senior Officer" shall mean the Chief Executive
     Officer, Chief Financial Officer, Controller or Treasurer of
     Borrower.

               "Senior Note Indenture" shall mean the Indenture,
     dated as of October 1, 1989, between Borrower and Continental
     Bank, National Association, as Trustee, as in effect on the
     date hereof, relating to the Senior Notes.

               "Senior Notes" shall mean Borrower's 9-7/8% Senior
     Notes due October 1, 1999 issued pursuant to the Senior Note
<PAGE>
<PAGE>110
     Indenture.

               "Side Letter" shall have the meaning assigned
     thereto in Section 6.8.

               "Significant Subsidiary" shall mean any Subsidiary
     of Borrower which is a "significant subsidiary" of Borrower
     within the meaning of Rule 1-02(w) of Regulation S-X
     promulgated under the Exchange Act and any successor
     provision thereto.

               "Snorkel Division" shall mean the Snorkel Division
     of Borrower.

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

               "Stock" shall mean all shares, options, warrants,
     general or limited partnership interests, participation or
     other equivalents (regardless of how designated) of or in a
     corporation, partnership, limited liability company or
     equivalent entity whether voting or nonvoting, including,
     without limitation, common stock, preferred stock, or any
     other "equity security" (as such term is defined in Rule
     3a11-1 of the General Rules and Regulations promulgated by
     the Securities and Exchange Commission under the Securities
     Exchange Act of 1934, as amended).

               "Stockholder" shall mean each holder of Stock of
     Borrower.

               "Subject Property" shall mean all real property
     owned, leased or operated by Borrower or any Material
     Subsidiary.

               "Subordinated Debentures" shall mean Borrower's 10
     3/8% Subordinated Debentures due April 1, 1998 issued
     pursuant to the Subordinated Indenture.

               "Subordinated Indenture" shall mean the Indenture,
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<PAGE>111
     dated as of April 1, 1978, between Borrower and Marine
     Midland Bank, as Trustee, relating to the Subordinated
     Debentures, as amended by a First Supplemental Indenture,
     dated as of July 18, 1983, and a Second Supplemental
     Indenture, dated as of December 31, 1986, as in effect on the
     date hereof.

               "Subsidiary" shall mean, with respect to any
     Person, (i) any corporation of which an aggregate of 50% or
     more of the outstanding Stock having ordinary voting power to
     elect a majority of the board of directors of such
     corporation (irrespective of whether, at the time, Stock of
     any other 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, directly or indirectly, owned
     legally or beneficially by such Person and/or one or more
     Subsidiaries of such Person, or with respect to which any
     such Person has the right to vote or designate the vote of
     50% or more of such Stock whether by proxy, agreement,
     operation of law or otherwise and (ii) any partnership or
     limited liability company in which such Person and/or one or
     more Subsidiaries of such Person shall have an interest
     (whether in the form of voting or participation in profits or
     capital contribution) of 50% or more or of which any such
     Person is a general partner or may exercise the powers of a
     general partner; provided, however, that a Joint Venture
     Subsidiary shall not be deemed to be a Subsidiary for
     purposes of this Agreement.

               "Subsidiary Guarantors" shall mean any Subsidiary
     of Borrower which executes and delivers a Subsidiary
     Guaranty.

               "Subsidiary Guaranties" shall mean the Guaranties,
     in form satisfactory to Agent, executed by the Subsidiary
     Guarantors in favor of Agent and Lenders, as from time to
     time amended, supplemented or modified.

               "Subsidiary Security Agreements" shall mean the
     Security Agreements, in form satisfactory to Agent, executed
     by the Subsidiary Guarantors in favor of Agent, as from time
     to time amended, supplemented or modified.

               "Tangible Net Worth" of Borrower shall mean, at any
     date, the Net Worth of Borrower at such date, excluding,
     however, from the determination of the total assets of
     Borrower at such date, (i) all goodwill, capitalized
     organizational expenses, capitalized research and development
     expenses, trademarks, trade names, copyrights, patents,
     patent applications, licenses and rights in any thereof, and
     other intangibles items, (ii) all unamortized debt discount
     and expense, (iii) treasury Stock, and (iv) any write-up in
     the book value of any asset resulting from a revaluation
     thereof.

               "Taylor Division" shall mean the Taylor
     Environmental Division of Borrower.

<PAGE>
<PAGE>112
               "Taxes" shall mean taxes, levies, imposts, deduc-
     tions, Charges or withholdings, and all liabilities with
     respect thereto, excluding franchise taxes and taxes imposed
     on or measured by the net income of any Lender by the United
     States, the jurisdiction under the laws of which such Lender
     is organized or the jurisdiction in which such Lender's
     applicable lending office is located or, in each case, any
     political subdivision thereof.

               "Termination Date" shall mean the date on which
     (i) the Maximum Revolving Credit Commitment has been
     terminated in full, and Lenders shall have no further
     obligation to make any credit extensions or financial
     accommodations hereunder and Borrower shall have no further
     right to require GE Capital or the Issuing Bank, as the case
     may be, to incur Letter of Credit Obligations and (ii) all
     Obligations have been indefeasibly paid in full, and Borrower
     shall have funded the amounts required, if any, under the
     Loan Documents into the Cash Collateral Account in respect of
     Letter of Credit Obligations, if any, then outstanding.

               "Termination Fee" shall have the meaning provided
     in Section 1.6.

               "Title IV Plan" shall mean a Pension Plan, other
     than a Multiemployer Plan, which is covered by Title IV of
     ERISA.

               "Trademark License" shall mean rights under any
     written agreement now owned or hereafter acquired by Borrower
     granting any right to use any Trademark or Trademark
     registration.

               "Trademarks" shall mean all of the following now
     owned or hereafter acquired by Borrower:  (i) all common law
     and statutory trademarks, trade names, corporate names,
     business names, trade styles, service marks, logos, other
     source or business identifiers, prints and labels on which
     any of the foregoing have appeared or appear, designs and
     general intangibles of like nature, now existing or hereafter
     adopted or acquired, all registrations and recordings
     thereof, and all applications in connection therewith,
     including registrations, recordings and applications in the
     United States Patent and Trademark Office or in any similar
     office or agency of the United States, any State or Territory
     thereof, or any other country or any political subdivision
     thereof, (ii) all reissues, extensions or renewals thereof,
     and (iii) all licenses thereunder and together with the
     goodwill associated with and symbolized by such trademark.

               "Type" shall refer to whether a Revolving Credit
     Advance is a Index Rate Advance or a LIBO Rate Advance, each
     of which constitutes a "Type".

               "Unfunded Pension Liability" shall mean, at any
     time, the aggregate amount, if any, of the sum of (i) the
     amount by which the present value of all accrued benefits
     under each Title IV Plan exceeds the fair market value of all
<PAGE>
<PAGE>113
     assets of such Title IV Plan allocable to such benefits in
     accordance with Title IV of ERISA, all determined as of the
     most recent valuation date for each such Title IV Plan using
     the actuarial assumptions in effect under such Title IV Plan,
     and (ii) for a period of five (5) years following a trans-
     action reasonably likely to be covered by Section 4069 of
     ERISA, the liabilities (whether or not accrued) that could be
     avoided by Borrower or any ERISA Affiliate as a result of
     such transaction.

               "Unrestricted Subsidiary" shall have the meaning
     assigned thereto in the Senior Note Indenture.

               "Voting Stock" of any Person shall mean capital
     Stock of such Person which ordinarily has voting power for
     the election of directors (or persons performing similar
     functions) of such Person, whether at all times or only so
     long as no senior class of securities has such voting power
     by reason of any contingency.

               "Weekly Settlement Date" shall have the meaning
     assigned to it in Section 1.13(c).

               "Welfare Plans" shall mean any welfare plan, as
     defined in Section 3(1) of ERISA, which is maintained or
     contributed to by Borrower or any ERISA Affiliate.

               "Withdrawal Liability" shall mean, at any time, the
     aggregate amount of the liabilities, if any, pursuant to
     Section 4201 of ERISA, and any increase in contributions
     pursuant to Section 4243 of ERISA with respect to all
     Multiemployer Plans.

               Any accounting term used in this Agreement shall
     have, unless otherwise specifically provided herein, the
     meaning customarily given such term in accordance with GAAP,
     and all financial computations hereunder shall be computed,
     unless otherwise specifically provided herein, in accordance
     with GAAP consistently applied. That certain items or
     computations are explicitly modified by the phrase "in
     accordance with GAAP" shall in no way be construed to limit
     the foregoing.  All other undefined terms contained in this
     Agreement shall, unless the context indicates otherwise, have
     the meanings provided for by the Code as in effect in the
     State of New York to the extent the same are used or defined
     therein.  The words "herein," "hereof" and "hereunder" or
     other words of similar import refer to the Agreement as a
     whole, including the Annexes, Exhibits and Schedules hereto,
     as the same may from time to time be amended, modified or
     supplemented, and not to any particular section, subsection
     or clause contained in this Agreement.

               Wherever from the context it appears appropriate,
     each term stated in either the singular or plural shall
     include the singular and the plural, and pronouns stated in
     the masculine, feminine or neuter gender shall include the
     masculine, the feminine and the neuter.

<PAGE>
<PAGE>114
               Whenever any provision in any Loan Document refers
     to the "knowledge" of any Person, such provision is intended
     to mean that such Person has actual knowledge or awareness of
     a particular fact or circumstance, or that such Person, if it
     had exercised reasonable diligence, should have known or been
     aware of such fact or circumstance.

<PAGE>
<PAGE>115

                                 ANNEX B
                                   to
                            CREDIT AGREEMENT

                      Dated as of December 19, 1995


                         CASH MANAGEMENT SYSTEM


               Borrower agrees to establish and maintain, until
     the Termination Date, the cash management system described
     below:

               (q)  Borrower shall not maintain with respect to
     the Snorkel Division, Scott Aviation or the Taylor Division,
     any deposit, checking, operating or other bank accounts for
     the collection of any cash, checks, notes, drafts or other
     similar items of payment relating to or constituting payments
     made in respect of any and all Collateral, including, without
     limitation, Accounts, except for those accounts identified on
     Schedule 3.19 or those accounts created after the date hereof
     for which a Blocked Account Agreement (as defined below)
     executed by Borrower and the related bank has been delivered
     to Agent.

               (r)  Commencing on the Closing Date and for so long
     as any Obligations are outstanding, Borrower shall deposit
     or, if directed by Agent, cause to be deposited directly, in
     either case on the date of receipt thereof, all cash, checks,
     notes, drafts or other similar items of payment relating to
     or constituting payments made in respect of any and all
     Collateral into lock boxes in Borrower's or Agent's name
     (collectively, the "Lock Boxes") maintained at the banks set
     forth on Attachment I hereto (each, a "Blocked Account Bank")
     and such other banks which have entered into a Blocked
     Account Agreement after the date hereto and are added to such
     Attachment I hereto by amendment thereto.

               (s)  On or before the Closing Date, each Blocked
     Account Bank set forth on Attachment I hereto shall have
     entered into tri-party blocked or restricted account
     agreements (the "Blocked Account Agreements") with Agent and
     the Borrower, in form and substance acceptable to Agent.
     Each such Blocked Account Agreement shall provide, among
     other things, that (i) all monies, instruments and other
     property of Borrower received in each Lock Box shall be
     deposited into the respective Blocked Account designated in
     the Blocked Account Agreement, (ii) the Blocked Account Bank
     has no rights of set-off or recoupment or any other claim
     against the Lock Box or the Blocked Account other than for
     payment of its customary service fees, items deposited or
     credited to the Blocked Account which may be returned or
     otherwise not collected and other charges directly related to
     the administration of such accounts, and (iii) that upon the
     occurrence and during the continuance of an Event of Default
     and the giving of notice (the "Redirection Notice") by Agent
<PAGE>
<PAGE>116
     to the Blocked Account Bank, such bank will sweep on a daily
     basis all amounts received in the Blocked Accounts maintained
     by it to the Collection Account, until such bank receives
     notice (the "Stop Notice") from Agent to cease such daily
     sweeps.  Borrower shall have access to the funds in the
     Blocked Accounts, subject to paragraph (f) below.

               (t)  On the Closing Date, the lock box and blocked
     account arrangements shall immediately become operative at
     the respective Blocked Account Banks.

               (u)  So long as no Default has occurred and is
     continuing, Borrower may amend Attachment I hereto to add or
     replace a Blocked Account; provided, however, that (i) Agent
     shall have consented to the closure and/or opening of such
     account with the relevant bank, and (ii) at the time of the
     opening of such account, Borrower and such bank shall have
     executed and delivered to Agent a Blocked Account Agreement,
     in form and substance satisfactory to Agent.  Borrower shall
     close any of its accounts (and establish replacement accounts
     in accordance with the foregoing sentence) within thirty days
     of notice from Agent that the bank holding such accounts is
     no longer acceptable to Agent.  The Blocked Accounts shall be
     cash collateral accounts, and all cash, checks and other
     similar items of payment in such accounts, together with all
     such items contained in the Lock Boxes, shall secure payment
     of the Obligations, and Agent shall have a first priority
     perfected Lien in such items for the ratable benefit of
     Lenders, GE Capital and the Issuing Bank pursuant to the
     Security Agreement.

               (v)  Upon the occurrence and during the continuance
     of an Event of Default, (i) amounts outstanding under the
     Revolving Credit Loan shall be reduced through daily sweeps,
     via wire transfer, of all funds on deposit in the Blocked
     Accounts into the Collection Account, as provided in this
     Annex B; (ii) all amounts deposited in the Collection Account
     shall be deemed received by Lenders in accordance with
     Section 1.8 and shall be applied (and allocated) by Lenders
     in accordance with Section 1.10; provided, however, that in
     no event shall any amount be so applied unless and until such
     amount shall have been credited in immediately available
     funds to the Collection Account; and (iii) Borrower shall
     have no right to gain access to any of the funds in any
     Blocked Account until the Blocked Account Bank at which the
     Blocked Account is maintained receives the Stop Notice from
     Agent.  Prior to the issuance of a Redirection Notice, and
     following the issuance of a Stop Notice, Borrower shall have
     access to all funds in the Blocked Account maintained by such
     Blocked Account Bank.

               (w)  Borrower hereby constitutes and appoints
     irrevocably Agent its true and lawful attorney, with full
     power of substitution, without limitation, to, after the
     occurrence and during the continuance of an Event of Default,
     demand, collect, receive and sue for all amounts which may
     become due or payable under the Blocked Accounts and to
     execute all withdrawal receipts or other orders for Borrower,
<PAGE>
<PAGE>117
     in its own name or in Borrower's name or otherwise, which
     Agent deems necessary or appropriate to protect and preserve
     its right, title and interest in such accounts.

               (x)  Upon request of Agent, Borrower shall forward
     to Agent, on a daily basis, evidence of the deposit of all
     items of payment received by Borrower into the Blocked
     Accounts and copies of all such checks and other items,
     together with a statement showing the application of those
     items relating to payments on Accounts to outstanding
     Accounts and a collection report with regard thereto in form
          and substance satisfactory to Agent.
<PAGE>
<PAGE>118

                         ATTACHMENT I TO ANNEX B

                  LIST OF LOCK BOXES, BLOCKED ACCOUNTS AND
                          BLOCKED ACCOUNT BANKS.





                    Branch            Lock Box
Bank                Address           Address        Lock Box        Division

Bank of America                                                      Scott
Illinois                                                             Aviation
                                                                     Snorkel
                                                                     Division
                                                                     Taylor
                                                                     Division

Mellon Bank                                                          Snorkel
                                                                     Division









<PAGE>
<PAGE>119
                                   ANNEX C
                                      to
                               CREDIT AGREEMENT

                        Dated as of December 19, 1995


                        SCHEDULE OF CLOSING DOCUMENTS


          The obligation of Agent and Lenders to make the initial
Revolving Credit Advance and/or incur the initial Letter of Credit
Obligation is subject to satisfaction of the condition precedent that
Agent and Lenders shall have received the following, each, unless
otherwise specified below, dated the Closing Date, in form and
substance satisfactory to Agent, Lenders and their counsel, unless
otherwise specified below:


I.   PRINCIPAL LOAN DOCUMENTS.

          (a)  Credit Agreement.  The Credit Agreement duly executed by
Borrower.

          (b)  Revolving Credit Notes.  A duly executed Revolving
Credit Note to the order of each Lender.

          (c)  Borrowing Base Certificate.  An original Borrowing Base
Certificate, duly executed by the Chief Executive Officer, Chief
Financial Officer or Treasurer of Borrower.

          (d)  Notice of Revolving Credit Advance.  An original Notice
of Revolving Credit Advance, duly executed by the Chief Executive
Officer, Chief Financial Officer or Treasurer of Borrower.


II.  COLLATERAL DOCUMENTS.

          (e)  Borrower Security Agreement.  The Borrower Security
Agreement duly executed by Borrower, together with delivery to Agent
and Lenders of:

           i)  Acknowledgement copies of proper Financing Statements
     (Form UCC-1) (the "Financing Statements") duly filed under the
     Uniform Commercial Code, or chattel mortgages duly filed under
     other applicable law, of all jurisdictions as may be necessary or,
     in the opinion of Agent or any Lender, desirable to perfect the
     Lien created by the Borrower Security Agreement;

          ii)  Certified copies of Requests for Information (Form
     UCC-11), or other evidence satisfactory to Agent, listing the
     Financing Statements or chattel mortgages referred to in paragraph
     (i) above and all other effective financing statements or chattel
     mortgages which name Borrower (under its present name, any
     previous name or any trade or doing business name) as debtor and
     which are filed in the jurisdictions referred to in said paragraph
     (i) above, together with copies of such other financing statements
     (none of which shall cover the Collateral purported to be covered
<PAGE>
<PAGE>120
     by the Borrower Security Agreement);

              iii)  Agreement relating to the granting of a security
     interest in Patents, Trademarks and Copyrights in a form suitable
     for filing with the appropriate Federal filing office;

          iv)  Evidence of the completion of all other recordings and
     filings as may be necessary or, in the opinion of and at the
     request of Agent or any Lender, desirable to perfect the Lien
     created by the Borrower Security Agreement; and

           v)  Evidence that the insurance required by the terms of the
     Borrower Security Agreement and this Agreement is in full force
     and effect.

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

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

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

III. THIRD PARTY AGREEMENTS.

          (g)  Cash Management System.  Duly executed Blocked Account
Agreements as contemplated by Annex B.

          (h)  Subordinated Indenture.  A copy of the Subordinated
Indenture certified as a correct and complete copy by the Chief
Financial Officer or Treasurer of Borrower.

          (i)  Senior Indenture.   A copy of the Senior Indenture
certified as a correct and complete copy by the Chief Financial Officer
or Treasurer of Borrower.

          (j)  Release Letters.  Letters evidencing the discharge and
release of all obligations, security interests and liens under (i) the
Override Agreement, duly executed by The First National Bank of Boston,
as agent for the lenders named in the Override Agreement, and each of
such lenders individually; and (ii) the CIT Facility, duly executed by
CIT.


IV.  DOCUMENTS DELIVERED BY BORROWER.

          (k)  Board Resolutions and Incumbency Certificates. A
certificate of the Secretary or an Assistant Secretary of Borrower
certifying (A) the resolutions adopted by the Board of Directors of
Borrower approving each Loan Document to which Borrower is a party and
the transactions contemplated hereby and thereby, (B) all documents
evidencing other necessary corporate action by Borrower and required
governmental and third party approvals with respect to each such Loan
Document, and (C) the names and true signatures of the authorized
officers of Borrower.
<PAGE>
<PAGE>121
          (l)  Articles of Incorporation; By-Laws and Good Standing
Certificates.  Each of the following documents:

           i)  the certificate of incorporation or the foreign
     equivalent thereof of Borrower and each of the Material
     Subsidiaries as in effect on the Closing Date, certified by the
     Secretary of State or other appropriate authority of the State or
     country of its incorporation as of a recent date, together with a
     bring-down certificate or the foreign equivalent thereof from such
     Secretary of State or other appropriate authority in the form of a
     telex or telecopy dated the Closing Date, and the by-laws or the
     foreign equivalent thereof of Borrower and each of the Material
     Subsidiaries as in effect on the Closing Date, certified by the
     Secretary, Assistant Secretary or other appropriate officer or
     director of Borrower and each of the Material Subsidiaries; and

          ii)  a good standing certificate or the foreign equivalent
     thereof for Borrower and each of the Material Subsidiaries from
     the Secretary of State or other appropriate authority of the State
     or country of its incorporation as of a recent date, together with
     a bring-down certificate in the form of a telex or telecopy dated
     the Closing Date.

          (m)  Solvency.  A certificate in form and substance
satisfactory to Agent, signed by the Chief Financial Officer of
Borrower, certifying as to the Solvency of Borrower and Borrower and
its Subsidiaries taken as a whole, both immediately before entering
into the Loan Documents and after giving effect to the entering into of
the Loan Documents, the initial Revolving Credit Advances and/or the
initial Letter of Obligations hereunder and the other transactions
contemplated hereby.

          (n)  Financial Statements.  Copies of the financial
statements described in Section 3.4.

          (o)  Projections.  Copies of the Projections described in
Section 3.4 in form and substance satisfactory to Agent.

          (p)  Environmental Audits.  Copies of all existing
environmental reviews and audits, as well as other information per-
taining to actual or potential environmental claims, and, to the extent
required by Agent, an environmental review and audit report, prepared
at Borrower's expense, with results satisfactory to Agent from an
independent firm acceptable to Agent.

          (q)  Appraisal.  A copy of an independent appraisal of
Borrower's machinery and Equipment with a value and from an appraisal
firm acceptable to Agent.

          (r)  Restricted Stock Plan.  A copy of the Borrower's
Restricted Stock Plan certified as a correct and complete copy by the
Chief Financial Officer or Treasurer of Borrower.

          (s)  Stock Option Plan.  A copy of the Borrower's Stock
Option Plan for Key Employees certified as a correct and complete copy
by the Chief Financial Officer or Treasurer or Borrower.


<PAGE>
<PAGE>122
V.   LEGAL OPINIONS.

          (t)  Legal Opinions.  (i) An opinion of Calfee, Halter &
Griswold, counsel to the Loan Parties, in form and substance
satisfactory to Agent and Lenders; (ii) an opinion of L.A. Harthun,
General Counsel of Borrower, in form and substance satisfactory to
Agent and Lenders; (iii) an opinion of LeBoeuf, Lamb, Greene & MacRae,
special New York counsel to Borrower, in form and substance
satisfactory to Agent and Lenders (which shall include an opinion as to
enforceability of the Loan Documents under New York law); (iv) an
opinion of Parker, Poe, Adams & Bernstein, special North Carolina
counsel to Borrower; (v) an opinion of Stinson, Mag & Fizzell, special
Missouri counsel to Borrower and (vi) an opinion of Stinson, Mag &
Fizzell, Special Kansas counsel to Borrower, in form and substance
satisfactory to Agent and Lenders and its special counsel to reflect
the laws of the respective states as to validity and perfection of
Liens and other matters, and such other matters incident to the
transactions contemplated hereby as Agent or any Lender may reasonably
require.


VI.  Accountants' Letter.

          (u)  A copy of the accountants' letter referred to in Section
4.2.
<PAGE>
<PAGE>123
                                   ANNEX D
                                      to
                               CREDIT AGREEMENT

                        Dated as of December 19, 1995


                FINANCIAL STATEMENTS, PROJECTIONS AND NOTICES


          (a)  Upon request of Agent, but in no event less frequently
than the fifteenth (15th) day of each Fiscal Month, a Borrowing Base
Certificate as of the last day of the preceding Fiscal Month.

          (b)  Upon request of Agent, but in no event less frequently
than the fifteenth (15th) day of each Fiscal Month, (i) an Accounts
aging report by Account Debtor, and (ii) a reconciliation of such
Accounts aging reports to Borrower's general ledger for the previous
Fiscal Month, in each case accompanied by such supporting detail and
documentation as Agent may request.

          (c)  Within 30 days after the end of each Fiscal Month (other
than the last Fiscal Month of any Fiscal Quarter) such financial and
other information as Agent may request, which financial and other
information shall be certified by the Chief Financial Officer,
Treasurer or Assistant Treasurer of Borrower (each, a "Financial
Officer"), and shall include, without limitation:  (i) for Borrower and
its Subsidiaries, internally-prepared consolidated and consolidating
(including by division) statements of operations for such Fiscal Month
and that portion of the current Fiscal Year ending as of the close of
such Fiscal Month and consolidated and consolidating balance sheets for
each division of Borrower as at the end of such Fiscal Month (it being
understood that a consolidated balance sheet for Borrower will not be
prepared at the end of each such Fiscal Month) each of which should
provide comparisons to the prior Fiscal Year's equivalent period and
the current Fiscal Year's budget; (ii) internally-prepared statements
of operations for each of Borrower's divisions, which statements shall
show revenues, gross profit, operating expenses, depreciation,
amortization and Capital Expenditures for each such division for such
Fiscal Month and that portion of the current Fiscal Year ending as of
the close of such Fiscal Month and shall provide comparisons to the
prior Fiscal Year's equivalent period and the current Fiscal Year's
budget; and (iii) a certificate of a Financial Officer that all such
financial statements are complete and correct and present fairly in
accordance with GAAP (subject to normal year-end adjustments) the
consolidated financial position and the consolidated results of
operations of each of Borrower's divisions as at the end of such Fiscal
Month and for the period then ended, and that there was no Default in
existence as of such time.

          (d)  Within 45 days after the end of each Fiscal Quarter
(excluding the fourth Fiscal Quarter of each Fiscal Year) such
financial and other information as Agent may request, which financial
and other information shall be certified by a Financial Officer, and
shall include, without limitation:  (i) for Borrower and its
Subsidiaries, internally-prepared consolidated and consolidating
statements of operations and cash flows for such Fiscal Quarter and
that portion of the current Fiscal Year ending as of the close of such
<PAGE>
<PAGE>124
Fiscal Quarter, each of which should provide comparisons to the prior
Fiscal Year's equivalent period and the current Fiscal Year's budget;
(ii) internally-prepared income statements for each of the divisions of
Borrower, which statements shall show, after elimination of all inter-
company transactions, revenues, gross profit, operating expenses,
depreciation, amortization and capital expenditures for each such
division for such Fiscal Quarter and that portion of the current Fiscal
Year ending as of the close of such Fiscal Quarter and shall provide
comparisons to the prior Fiscal Year's equivalent period and the
current Fiscal Year's budget; (iii) a report of a Financial Officer
setting forth management's discussion and analysis of all current
income statement, balance sheet and cash flow financial trends; (iv) a
statement in reasonable detail showing the calculations used in
determining (x) Borrower's compliance with the financial covenants set
forth in Section 6.10 and (y) the Interest Coverage Ratio referred to
in Sections 1.4 and 1.6; and (v) a certificate of a Financial Officer
that all such financial statements are complete and correct and present
fairly in accordance with GAAP (subject to normal year-end adjustments)
the consolidated financial position, the consolidated results of
operations and the consolidated statements of cash flows of Borrower
and its Subsidiaries as at the end of such Fiscal Quarter and for the
period then ended, and that there was no Default in existence as of
such time.

          (e)  Within 45 days after the end of each Fiscal Quarter
(including the fourth Fiscal Quarter of each Fiscal Year), a
certificate of a Financial Officer setting forth a statement in
reasonable detail of Borrower's compliance with (and a calculation of
the availability under) (i) Section 1.4(a) (applicable margin), (ii)
Section 1.6(c) (letter of credit fee), (iii) Section 6.2(v)
(Investments relating to divestitures); (iv) Section 6.2 (vi)
(guarantees, etc.),(v) Section 6.3(iii) (Capital Lease Obligations and
Indebtedness secured by purchase money Liens), (vi) Section 6.3(vi)
(other Indebtedness), (vii) Section 6.4(iv) (loans to Joint Venture
Subsidiaries), (viii) Section 6.13(iii) (calculation of the Repayment/
Acquisition Basket, including a calculation of Excess Cash Flow), and
(ix) Section 6.14 (stock repurchases and dividends), together with any
additional reports of a similar type as are reasonably requested by
Agent.

          (f)  Within 90 days after the close of each Fiscal Year,
copies of the annual audited financial statements of Borrower and its
Subsidiaries determined on a consolidated basis, consisting of a
balance sheet and statement of operations, retained earnings and cash
flow, setting forth in comparative form the figures for the previous
Fiscal Year, which financial statements shall be prepared in accordance
with GAAP, certified without qualification by Arthur Andersen LLC, one
of the other six largest firms of independent certified public
accountants of recognized national standing or another firm of
independent certified public accountants selected by Borrower and
acceptable to Agent, and accompanied by (i) a statement in reasonable
detail showing the calculations used in determining Borrower's
compliance with the financial covenants set forth in Section 6.10,
(ii) a report from such accountants to the effect that in connection
with their audit examination, nothing has come to their attention to
cause them to believe that a Default has occurred, (iii) a report of a
Financial Officer setting forth management's discussion and analysis of
all current income statement, balance sheet and cash flow financial
<PAGE>
<PAGE>125
trends, and (iv) a certification of a Financial Officer that all such
financial statements are complete and correct and present fairly in
accordance with GAAP the financial position, the results of operations
and the cash flows of Borrower as at the end of such Fiscal Year and
for the period then ended and that there was no Default in existence as
of such time.

          (g)  Within 90 days after the close of each Fiscal Year,
copies of the annual unaudited financial statements of Borrower and its
Subsidiaries determined on a consolidating (including by division)
basis, consisting of a balance sheet and statement of operations,
retained earnings and cash flows, setting forth in comparative form the
figures for the previous Fiscal Year, along with a certificate of a
Financial Officer that all such financial statements are complete and
correct and present fairly in accordance with GAAP (subject to normal
year-end adjustments) the consolidating financial position, the
consolidating results of operations and the consolidating statements of
cash flows of Borrower and its Subsidiaries as at the end of such
Fiscal Year.

          (h)  Not later than 31 days after the end of each Fiscal
Year, a final operating plan which shall include a monthly budget
(including a Capital Expenditure budget) for Borrower and its
Subsidiaries for the following Fiscal Year (similar in form and content
to the Projections and shall integrate plans for personnel, Capital
Expenditures, corporate overhead expenses and facilities) approved by
Borrower's board of directors or a committee thereof and, in each case,
which includes the following:

           i)  projected balance sheets of Borrower and its
     Subsidiaries for such Fiscal Year, on a quarterly basis;

          ii)  projected cash flow statements and forecasted Borrowing
     Availability of Borrower and its Subsidiaries, including summary
     details of cash disbursements, (including Capital Expenditures)
     for such Fiscal Year, on a quarterly basis;

          iii)  projected statements of operations of Borrower and its
     Subsidiaries for such Fiscal Year, on a monthly basis;

          iv)  projected annual balance sheet, cash flow statements,
     and statements of operations of Borrower and its Subsidiaries on a
     consolidated and consolidating basis for such Fiscal Year;

together with a description of major assumptions used in generating
such balance sheets, cash flows and income statements, and operating
plan, and other appropriate supporting details as requested by Agent.

          (i)  As soon as practicable, but in any event within two (2)
Business Days after Borrower becomes aware of the existence of any
Default, telephonic or telegraphic notice specifying the nature of such
Default or development or information, including the anticipated effect
thereof, which notice shall be promptly confirmed in writing within
five (5) days.

          (j)  Upon Agent's request, copies of all federal, state,
local and foreign tax returns, information returns and reports in
respect of income, franchise or other taxes on or measured by income
<PAGE>
<PAGE>126
(excluding sales, use or like taxes) filed by Borrower or any
Subsidiary thereof.

          (k)  Promptly upon their becoming available, copies of all
registration statements and regular periodic reports which Borrower or
any Subsidiary thereof shall have filed with the Securities and
Exchange Commission (or any governmental agency substituted therefor)
or any national securities exchange.

          (l)  Promptly upon the mailing thereof to the stockholders of
Borrower generally, copies of all financial statements, reports and
proxy statements so mailed.

          (m)  As soon as possible, and in any event within ten days
after Borrower knows or has reason to believe that any of the events or
conditions specified below with respect to any Plan or Multiemployer
Plan has occurred or exists, a statement signed by a Financial Officer
setting forth details respecting such event or condition and the
action, if any, that Borrower, any Subsidiary thereof or any ERISA
Affiliate proposes to take with respect thereto (and a copy of any
report or notice required to be filed with or given to PBGC by
Borrower, any Subsidiary thereof or any ERISA Affiliate with respect to
such event or condition):

           i)  any ERISA Event and any Reportable Event (provided that
     a failure to meet the minimum funding standard of Section 412 of
     the IRC or Section 302 of ERISA shall be a Reportable Event
     regardless of the issuance of any waivers in accordance with
     Section 412(d) of the IRC) which results in an increase in the
     liabilities of any Loan Party in excess of $500,000;

          ii)  the filing under Section 4041 of ERISA of a notice of
     intent to terminate any Plan or the termination of any Plan;

          iii)  the institution by PBGC of proceedings under Section
     4042 of ERISA for the termination of, or the appointment of a
     trustee to administer, any Plan, or the receipt by Borrower, any
     Subsidiary thereof or any ERISA Affiliate of a notice from a
     Multiemployer Plan that such action has been taken by PBGC with
     respect to such Multiemployer Plan;

          iv)  the receipt by Borrower, any Subsidiary thereof or any
     ERISA Affiliate of notice from a Multiemployer Plan that it is in
     reorganization or insolvency pursuant to Section 4241 or 4245 of
     ERISA or that it intends to terminate or has terminated under
     Section 4041A of ERISA;

           v)  the institution of a proceeding by a fiduciary of any
     Multiemployer Plan against Borrower, any Subsidiary thereof or any
     ERISA Affiliate to enforce Section 515 of ERISA, which proceeding
     is not dismissed within 30 days;

          vi)  the amendment of a Title IV Plan which results in an
     increase in unfunded vested liabilities under the Plan or the
     adoption of any new Title IV Plan with unfunded vested
     liabilities, or the amendment to a, or adoption of a new, Welfare
     Plan, which Borrower, any Loan Party or any ERISA Affiliate
     maintains, contributes or has an obligation to contribute to, and
<PAGE>
<PAGE>127
     which results in an increase in benefits for retirees or new
     benefits for retirees;

         vii)  any Loan Party becomes subject to the tax on prohibited
     transactions imposed by Section 4975 of the IRC (such statement
     shall be transmitted together with a copy of Form 5330);

         viii)  any condition in a Qualified Plan which could cause the
     loss of tax qualification of such Plan or require a voluntary
     compliance resolution (VCR) or closing agreement program (CAPP)
     filing with the IRS in order to maintain the tax qualification of
     such Plan; and

          ix)  any claim, action or lawsuit asserted or instituted, or
     to the knowledge of Borrower or an ERISA Affiliate threatened,
     against (x) any Plan or its assets, (y) any fiduciary with respect
     to any Plan or (z) any Loan Party or any ERISA Affiliate with
     respect to any Plan, if the adverse result of such claims, actions
     or lawsuits, individually or in the aggregate, could reasonably be
     expected to result in a Material Adverse Effect.

          (n)  Promptly (and in any event within 15 days) after
Borrower knows of the commencement of or the threat of any strike, work
stoppage, lockout or other labor dispute which is likely to have a
Material Adverse Effect, a Certificate of a Financial Officer of the
Borrower describing the nature of the status of such matter in
reasonable detail.

          (o)  Promptly (and in any event within 10 days) after
Borrower enters into any licensing agreements with Figgie Licensing (in
addition to those entered into prior to the Closing Date), written
notice to Agent, together with a copy of such licensing agreement or
agreements.

          (p)  Within 30 days after the Closing Date, a schedule of
indemnity obligations of Borrower under the contracts listed on
Schedule 3.7, certified to be true, correct and complete by the Chief
Financial Officer or Treasurer of Borrower.

          (q)  Such other reports and information respecting Borrower's
business, financial condition or prospects as Agent may, from time to
time, reasonably request.

<PAGE>
<PAGE>128
                                    ANNEX E
                                      to
                               CREDIT AGREEMENT

                        Dated as of December 19, 1995


                            INSURANCE REQUIREMENTS


     I.   Coverage Requirements. The insurance policies maintained by
Borrower provide for, without limitation, the following insurance
coverage:

          (a)  "All Risk" physical damage insurance on all of
Borrower's tangible real and personal property and assets, wherever
located, including without limitation, Inventory located at premises
not owned or leased by Borrower and covers, without limitation, fire
and extended coverage, boiler and machinery coverage, flood,
earthquake, liquids, theft, burglary, explosion, collapse, and all
other hazards and risks ordinarily insured against by owners or users
of such properties in similar businesses.  All policies of insurance on
such real and personal property contain an endorsement, in form and
substance acceptable to Agent, showing loss payable to Agent (Form 438
BFU or its equivalent) and extra expense and business interruption
endorsements.  Such endorsement, or an independent instrument furnished
to Agent, provides that the insurance companies will give Agent at
least thirty (30) days prior written notice before any such policy or
policies of insurance shall be altered or canceled and that no act or
default of Borrower or any other Person shall affect the right of Agent
to recover under such policy or policies of insurance in case of loss
or damage;

          (b)  Comprehensive general liability insurance on an
"occurrence basis" against claims for personal injury, bodily injury
and property damage with a minimum limit of $1,000,000 per occurrence
and $2,000,000 in the aggregate.  Such coverage includes, without
limitation, premises/operations, broad form contractual liability,
independent contractors, broad form property coverage, products and
completed operations liability;

          (c)  Statutory limits of, worker's compensation insurance
which includes employee's occupational disease and  employer's
liability in the amount of $500,000 for each accident or occurrence;

          (d)  Automobile liability insurance for all owned, non-owned
or hired automobiles against claims for personal injury, bodily injury
and property damage with a minimum combined single limit of $1,000,000
per occurrence;

          (e)  Umbrella insurance of $50,000,000 per occurrence and
$50,000,000 in the aggregate;

          (f)  Aircraft products liability insurance in an amount not
less than $100,000,000;

          (g)  Crime insurance with respect to employee dishonesty in
an amount not less than $1,000,000;
<PAGE>
<PAGE>129
          (h)  Fiduciary liability insurance with respect to defined
benefit and group welfare plans in an amount not less than $15,000,000;
and

          (i)  Directors and Officers liability insurance in an amount
not less than $10,000,000.

          All of such policies (i) shall have deductibles customary for
businesses engaged in the industries in which Borrower is engaged;
(ii) shall provide that Agent will be notified by written notice at
least thirty (30) days prior to such policy's cancellation, non-renewal
or material amendment; (iii) are in full force and effect; (iv) are in
form and with insurers recognized as adequate by Agent (insurers with
an A.M. Best rating lower than "A-" will not be considered adequate);
and (v) provide coverage of such risks and for such amounts as is
customarily maintained for businesses of the scope and size of
Borrower's and  as otherwise acceptable to Agent.  Borrower has
delivered to Agent a certificate of insurance that evidences the
existence of each policy of insurance.
<PAGE>
<PAGE>130
                                   ANNEX F
                                      to
                               CREDIT AGREEMENT

                        Dated as of December 19, 1995


                              LETTERS OF CREDIT


          1.   Subject to the terms and conditions of this Agreement,
Agent or the Issuing Bank, as the case may be, agrees to incur from
time to time upon written request of Borrower, Letter of Credit
Obligations for Borrower's account by causing to be issued (by a bank
selected by or otherwise acceptable to Agent in its discretion) for the
account of Borrower and guaranteed by Agent, Letters of Credit, in the
case of Agent, or by issuing Letters of Credit for the account of
Borrower in the case of the Issuing Bank; provided, however, that the
aggregate amount of all Letter of Credit Obligations at any one time
outstanding whether or not then due and payable shall not exceed the
Borrowing Availability; and, provided, further, that (a) no such Letter
of Credit shall have an expiry date which is more than one year
following the date of issuance thereof and (b) no such Letter of Credit
shall have an expiry date which is later than the Commitment
Termination Date.  The terms of each Letter of Credit shall be
acceptable in all respects to Agent or the Issuing  Bank, as the case
may be, in its sole discretion.  Borrower shall, as a condition
precedent to the issuance of any Letter of Credit, execute and deliver
such applications and other agreements as the issuer thereof may
require.  The terms of each Letter of Credit shall be governed by such
Letter of Credit and any such applications or other agreements relating
thereto.

          2.   In the event that Agent or the Issuing Bank, as the case
may be, shall make any payment under or in respect of any Letter of
Credit Obligation such payment shall be deemed to constitute a
Revolving Credit Advance under Section 1.1(a).  Such Revolving Credit
Advance shall be made notwithstanding Borrower's failure to satisfy the
conditions set forth in Section 2 and each Lender shall be obligated to
pay its pro rata share thereof in accordance with this Agreement.  The
failure of any Lender to make available to Agent or the Issuing Bank,
as the case may be, for Agent's or the Issuing Bank's own account its
pro rata share of any such Revolving Credit Advance or payment by Agent
or the Issuing Bank, as the case may be, under or in respect of a
Letter of Credit shall not relieve any other Lender of its obligation
hereunder to make available to Agent or the Issuing Bank, as the case
may be, for Agent's or the Issuing Bank's own account its pro rata
share thereof, but no Lender shall be responsible for the failure of
any other Lender to make available such other Lender's pro rata share
of any such payment.

          3.   If for any reason (including the existence of a
Default), Borrower shall fail to incur or it shall be illegal or
unlawful for Borrower to incur or be required to incur Revolving Credit
Advances as contemplated by paragraph (2) above, then (a) immediately
and without further action whatsoever, each Lender shall be deemed to
have irrevocably and unconditionally purchased from Agent or the
Issuing Bank, as the case may be, an undivided interest and
<PAGE>
<PAGE>131
participation in such Lender's pro rata share (based on the Revolving
Credit Commitments) of the Letter of Credit Obligations in respect of
all Letters of Credit then outstanding and (b) thereafter, immediately
upon issuance of any Letter of Credit, each Lender shall be deemed to
have irrevocably and unconditionally purchased from Agent or the
Issuing Bank, as the case may be, an undivided interest and
participation in such Lender's pro rata share (based on the Revolving
Credit Commitments) of the Letter of Credit Obligations with respect to
such Letter of Credit on the date of such issuance.  Each Lender shall
fund its participation in all payments or disbursements made under the
Letters of Credit in the same manner as provided in this Agreement with
respect to Revolving Credit Advances.

          4.   The obligations of Borrower and Lenders to make payments
to Agent or the Issuing Bank, as the case may be, for Agent's or the
Issuing Bank's own account with respect to Letters of Credit shall be
irrevocable and not subject to any qualification or exception
whatsoever and shall be made in accordance with the terms and
conditions of this Agreement under all circumstances, including,
without limitation, any of the following circumstances:

               (a)  any lack of validity or enforceability of this
Agreement, any Letter of Credit or any of the Loan Documents;

               (b)  the existence of any claim, set-off, defense or
other right which Borrower or any other Person may have at any time
against a beneficiary named in a Letter of Credit, any transferee of
any Letter of Credit (or any Person for whom any such transferee may be
acting), Agent, the Issuing Bank, any Lender, or any other Person,
whether in connection with this Agreement, any Letter of Credit, the
transactions contemplated herein or any unrelated transactions
(including, without limitation, any underlying transaction between
Borrower and the beneficiary named in any Letter of Credit);

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

               (d)  the surrender or impairment of any security for the
performance or observance of any of the terms of any of the Loan
Documents;

               (e)  payment by the Issuing Bank under a Letter of
Credit against presentation of a draft or other document which does not
comply in any immaterial respect with the terms of such Letter of
Credit;

               (f)  payment by the Issuing Bank under a Letter of
Credit pursuant to a court order or the direction of any Governmental
Authority without regard to the Issuing Bank's evaluation of drafts or
documents presented;

               (g)  any other circumstance or event whatsoever whether
or not similar to any of the foregoing; or

               (h)  the occurrence of any Default or Event of Default.

<PAGE>
<PAGE>132
          5.   In the event that any Letter of Credit Obligation,
whether or not then due and payable, shall for any reason be
outstanding on the Commitment Termination Date, Borrower will pay to
Agent or the Issuing Bank, as the case may be, cash in an amount equal
to 105% of the then outstanding Letter of Credit Obligations.  Such
cash shall be held by Agent in a cash collateral account (the "Cash
Collateral Account") maintained in a bank designated by Agent.  The
Cash Collateral Account shall be in the name of Agent (as a cash
collateral account), and shall be under the sole dominion and control
of Agent and subject to the terms of this Annex F.  Borrower hereby
pledges, and grants to Agent for the ratable benefit of Lenders a
security interest in, all such funds held in the Cash Collateral
Account from time to time and all proceeds thereof, as security for the
payment of all amounts due in respect of the Letter of Credit
Obligations, whether or not then due, and the other Obligations.  This
Agreement shall constitute a security agreement under applicable law.

          6.   From time to time after funds are deposited in the Cash
Collateral Account, Agent may apply such funds then held in the Cash
Collateral Account to the payment of any amounts, in such order as
Agent may elect, as shall be or shall become due and payable by
Borrower to Agent or the Issuing Bank, as the case may be, and/or
Lenders with respect to any Letter of Credit Obligations or any other
Obligations.

          7.   Neither Borrower nor any Person claiming on behalf of or
through Borrower shall have any right to withdraw any of the funds held
in the Cash Collateral Account, except that upon the termination of all
Letter of Credit Obligations and the payment of all amounts payable by
Borrower to Agent or the Issuing Bank, as the case may be, and/or
Lenders in respect thereof, any funds remaining in the Cash Collateral
Account in excess of the then remaining Letter of Credit Obligations
shall be returned to Borrower.

          8.   Agent shall have the right (but shall not have any
obligation) to invest the funds in the Cash Collateral Account or
deposit such funds in an interest bearing account, provided that, if
Agent shall invest such funds or deposit such funds in an interest
bearing account, the interest and earnings thereon, if any, shall
become part of the Cash Collateral Account and shall be held by Agent
as additional security for the Letter of Credit Obligations.

          9.   After GE Capital has completed its syndication of the
Revolving Credit Loan, GE Capital shall provide Borrower with the names
of Lenders which are willing to act as Issuing Bank hereunder.  Upon
Borrower's selection of an Issuing Bank approved by Agent, the Issuing
Bank shall issue Letters of Credit hereunder in accordance with the
terms hereof and GE Capital shall only be obligated to incur Letter of
Credit Obligations on behalf of Borrower in the event that Borrower
provides GE Capital with a valid commercial reason, as determined by GE
Capital in its reasonable judgment, for not being able to use the
Issuing Bank for such Letter of Credit Obligation.  In the event that
Borrower requests that the Issuing Bank issue a Letter of Credit
hereunder, the Issuing Bank shall notify Agent of the terms thereof and
the issuance of such Letter of Credit shall be subject to Agent's
determination that such Letter of Credit is being issued in accordance
with the terms of this Agreement.
<PAGE>
<PAGE>133
                      WAIVER AND AMENDMENT NO.1


               WAIVER and AMENDMENT No. 1 (this "Waiver and
     Amendment"), dated as of January 30, 1996, between General
     Electric Capital Corporation ("GE Capital"), as lender (the
     "Lender") under the Credit Agreement referred to below and
     Figgie International Inc. (the "Borrower").

                        W I T N E S S E T H :

               WHEREAS, the Borrower and GE Capital, as Lender
     and as agent (in such latter capacity, the "Agent") have
     entered into a Credit Agreement, dated as of December 19,
     1995 (the "Credit Agreement"; the terms defined in the
     Credit Agreement being used herein as therein defined,
     unless otherwise defined herein);

               WHEREAS, the CAFIG Mortgage presently secures two
     mortgage notes, a 10.52% note in the outstanding principal
     amount of approximately $16.1 million held by Teachers
     Insurance and Annuity Association of America (the "Teachers
     Note") and a 10.52% note in the outstanding principal amount
     of approximately $2.8 million held by American United Life
     Insurance Company (the "American Note");

               WHEREAS, the Teachers Note and the American Note
     are secured under the CAFIG Mortgage by certain real
     property located in Anaheim, Orange County, California and
     related improvements, fixtures, insurance and other proceeds
     as and to the extent provided in the CAFIG Mortgage (the
     "Property");

               WHEREAS, the Borrower wishes to cause its
     Subsidiary, CAFIG Inc., to prepay the Teachers Note (the
     "Purchase") by making an advance to CAFIG Inc. as necessary
     to prepay the Teachers Note (the "Advance");

               WHEREAS, following the Advance and the Purchase,
     and on or prior to September 30, 1996, the Borrower wishes
     to cause CAFIG Inc. (i) to refinance the outstanding
     American Note and the Purchase in an aggregate amount not to
     exceed $18,927,000 which shall be secured by the Property
     (the "Refinancing") and (ii) to repay the Advance (the
     "Repayment"); and

               WHEREAS, the Required Lenders are willing to waive
     Sections 6.3, 6.4, 6.7, 6.10 and 6.13 of the Credit
     Agreement and amend the calculation of the
     Repayment/Acquisition Basket under the Credit Agreement to
     permit the Advance, the Purchase, the Refinancing and the
     Repayment in the manner on the terms and conditions set
     forth herein;

               NOW, THEREFORE, in consideration of the premises
     and mutual covenants contained herein, the parties hereto
     hereby agree as follows:
<PAGE>
<PAGE>134
               SECTION 1.  Waiver of Section 6.3 of the Credit
     Agreement (Indebtedness).  Notwithstanding the provisions of
     Section 6.3 of the Credit Agreement, the Required Lenders
     waive any Default or Event of Default resulting solely from
     the failure of the Borrower to comply with the provisions of
     such Section solely as a result of the Refinancing;
     provided, however, that, subject to the maximum permitted
     principal amount provided for above, the Refinancing shall
     be on terms no less favorable to Borrower, Agent or any
     Lender, as determined by Agent, than the terms of the
     American Note and the CAFIG Mortgage being refinanced
     including, without limitation, with respect to maturity,
     amortization, interest rate, premiums, fees, covenants,
     events of default and remedies; and, provided, further, that
     the Refinancing shall close on or prior to September 30,
     1996.

               SECTION 2.  Waiver of Section 6.4 of the Credit
     Agreement (Affiliate Loans).  Notwithstanding the provisions
     of Section 6.4 of the Credit Agreement, the Required Lenders
     waive any Default or Event of Default resulting solely from
     the failure of the Borrower to comply with the provisions of
     such Section solely as a result of the Advance or the
     Repayment.  Borrower and the Required Lenders understand and
     agree that the Advance will be in addition to any loans or
     advances otherwise permitted by Section 6.4 of the Credit
     Agreement under the Domestic Subsidiary Basket.

               SECTION 3.  Waiver of Section 6.7 of the Credit
     Agreement (Liens).  Notwithstanding the provisions of
     Section 6.7 of the Credit Agreement, the Required Lenders
     waive any Default or Event of Default resulting solely from
     the failure of the Borrower to comply with the provisions of
     such Section solely as a result of the granting of any Liens
     on the Property in connection with the Refinancing;
     provided, however, that the Refinancing shall close on or
     prior to September 30, 1996.

               SECTION 4.  Waiver of Section 6.10(e) of the
     Credit Agreement (Current Ratio).  Notwithstanding the
     provisions of Section 6.10(e) of the Credit Agreement, the
     Required Lenders waive any Default or Event of Default
     resulting solely from the failure of the Borrower to comply
     with the provisions of such Section for the Fiscal Quarters
     ending March 31, 1996, June 30, 1996 and September 30, 1996
     solely as a result of the Advance and the Purchase;
     provided, however, that the Borrower shall maintain, as at
     the end of each such Fiscal Quarter, a ratio of Current
     Assets to Current Liabilities of not less than 1.5 to 1.0
     for each such Fiscal Quarter.

               SECTION 5.  Waiver of Section 6.13 of the Credit
     Agreement (Cancellation of Indebtedness).  Notwithstanding
     the provisions of Section 6.13 of the Credit Agreement, the
     Required Lenders waive any Default or Event of Default
     resulting solely from the failure of the Borrower to comply
     with the provisions of such Section solely as a result of
     the Purchase or the Repayment.  Borrower and the Required
<PAGE>
<PAGE>135
     Lenders understand and agree that availability under the
     Repayment/Acquisition Basket as of the date of the Purchase
     will be exceeded as a result of the Purchase.

               SECTION 6.  Amendments to Annex A to the Credit
     Agreement.  Annex A to the Credit Agreement is hereby
     amended by (i) adding a new clause (vi) to the definition of
     "Repayment/Acquisition Basket" immediately following clause
     (v) thereof which shall read as follows:

               "(vi) cash and Cash Equivalents received by the
                    Borrower directly from CAFIG Inc., a Subsidiary of
                    Borrower, as a result of the Refinancing of the
                    Teachers Note and the resultant Repayment,
                    provided, however, that the Refinancing shall
                    close on or prior to September 30, 1996,"

     ; and (ii) adding the following new definitions in the
     proper alphabetical order:

               "Advance" shall mean the advance made by Borrower
               to its Subsidiary CAFIG Inc. as necessary to enable
               CAFIG Inc. to prepay the Teachers Note.

               "American Note" shall mean the 10.52% note in the
               outstanding principal amount of approximately $2.8
               million held by American United Life Insurance Company.

               "CAFIG Mortgage" shall mean the Mortgage securing
               the American Note and the Teachers Note.

               "Property" shall mean that certain real property
               owned by CAFIG Inc. and located in Anaheim, Orange
               County, California and the related improvements,
               fixtures, insurance and other proceeds, as and to the
               extent constituting collateral under the CAFIG
               Mortgage.

               "Purchase" shall mean the prepayment by CAFIG Inc.
               of the Teachers Note.

               "Refinancing" shall mean the refinancing of the
               outstanding American Note and the Purchase in an
               aggregate amount not to exceed $18,927,000 which shall
               be secured by the Property.

               "Repayment" shall mean the repayment by CAFIG Inc.
               of the Advance.

               "Teachers Note" shall mean the 10.52% note in the
               outstanding principal amount of approximately $16.1
               million held by Teachers Insurance and Annuity
               Association of America.

               SECTION 7.  Conditions to Effectiveness of Waiver.
     This Waiver and Amendment shall become effective upon
     satisfaction of the following conditions:

<PAGE>
<PAGE>136
               (a)  Agent shall have received counterparts of
     this Waiver and Amendment duly executed by the parties
     hereto;

               (b)  Each Loan Party's representations and
     warranties contained in any of the Loan Documents shall be
     true and correct on and as of the date hereof both before
     and after giving effect to the transactions contemplated by
     this Waiver and Amendment, except to the extent that any
     such representation or warranty expressly relates to an
     earlier date and except for changes therein permitted or
     contemplated by the Credit Agreement; and

               (c)  Agent shall have received a certificate of a
     Responsible Officer as to the calculation of the
     Repayment/Acquisition Basket both immediately prior to and
     after giving effect to the Purchase, which certificate shall
     be in form and substance satisfactory to the Agent.

               SECTION 8.  Reference to and Effect on the Loan
     Documents.  (a)  Upon the effectiveness of Sections 1
     through 6 hereof, on and after the date hereof, each
     reference in the Credit Agreement to "this Agreement,"
     "hereunder," "hereof," "herein," or words of like import,
     and each reference in the other Loan Documents to the Credit
     Agreement, shall mean and be a reference to the Credit
     Agreement as modified hereby.

                    (b)  Except as specifically amended herein,
     the Credit Agreement shall remain in full force and effect
     and is hereby ratified and confirmed.

                    (c)  The execution, delivery and effective-
     ness of this Waiver and Amendment shall not, except as
     expressly provided herein, operate as a waiver or
     modification of any right, power, or remedy of the Agent or
     the Lenders under any of the Loan Documents, nor constitute
     a waiver or modification of any provision of any of the Loan
     Documents.

               SECTION 9.  Execution in Counterparts.  This
     Waiver and Amendment may be executed in any number of
     counterparts and by different parties hereto in separate
     counterparts, each of which, when so executed and delivered,
     shall be deemed to be an original and all of which taken
     together shall constitute but one and the same instrument.

               SECTION 10.  Governing Law.  This Waiver and
     Amendment shall be governed by and construed in accordance
     with the laws of the State of New York without regard to the
     conflict of law principles thereof.
<PAGE>
<PAGE>137
               IN WITNESS WHEREOF, the parties hereto have caused
     this Waiver and Amendment to be executed by their
     representative officers thereunto duly authorized as of the
     date first written above.

                                   GENERAL ELECTRIC CAPITAL
                                   CORPORATION, as Lender
                                     and as Agent


                                   By:

                                   Title:




                                   FIGGIE INTERNATIONAL INC.


                                   By:

                                   Title:

      <PAGE>
<PAGE>138

                            AMENDMENT NO.2


               AMENDMENT NO. 2 (this "Amendment"), dated as of
     February 19, 1996, between General Electric Capital
     Corporation ("GE Capital"), as lender (the "Lender") and
     agent (the "Agent") under the Credit Agreement referred to
     below and Figgie International Inc. (the "Borrower").

                        W I T N E S S E T H :

               WHEREAS, the Borrower and GE Capital, as Lender
     and as Agent have entered into a Credit Agreement, dated as
     of December 19, 1995 (as heretofore amended, the "Credit
     Agreement"; the terms defined in the Credit Agreement being
     used herein as therein defined, unless otherwise defined
     herein);

               WHEREAS, the Borrower wishes to amend, inter alia,
     the minimum tangible net worth covenant contained in the
     Credit Agreement and the definitions of "Capital
     Expenditures" and "Tangible Net Worth" contained in Annex A
     to the Credit Agreement; and

               WHEREAS, the Required Lenders are willing to amend
     Sections 1.16(b), 6.10(d) and 10.2 and Annexes A and D of
     the Credit Agreement, in each case in the manner and on the
     terms and conditions set forth herein;

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

               SECTION 11.  Amendment of Section 1.16(b) of the
     Credit Agreement (Confidentiality).  Section 1.16(b) of the
     Credit Agreement is hereby amended by deleting clause (i)
     thereof in its entirety and substituting in lieu thereof the
     following:

               "(i) Agent and each Lender may disclose any
                    Confidential Information (w) only on a
                    confidential and "need-to-know" basis to Agent's
                    or such Lender's outside agents and consultants
                    (including attorneys and accountants), (x) to
                    directors, officers and employees of Agent or such
                    Lender, (y) to other employees of other Affiliates
                    or Subsidiaries of Agent or such Lender, but only
                    on a confidential and "need-to-know" basis, and
                    (z) to examiners, auditors and investigators
                    having regulatory authority over Agent or such
                    Lender;"

               SECTION 12.  Amendment of Section 6.10(d) of the
     Credit Agreement (Minimum Tangible Net Worth).  Section
     6.10(d) of the Credit Agreement is hereby amended by
     deleting such Section in its entirety and substituting in
     lieu thereof the following (which amendment shall be
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<PAGE>139
     effective as of December 31, 1995):

                    "(d) Minimum Tangible Net Worth.  Borrower
                    shall maintain, as at the end of each Fiscal
                    Quarter set forth below, Tangible Net Worth of not
                    less than the amount for such Fiscal Quarter:


               Fiscal Quarter                     Minimum
                   Ending                    Tangible Net Worth

              December 31, 1995                   $19,000,000
              March 31, 1996                       22,000,000
              June 30, 1996                        25,000,000
              September 30, 1996                   28,000,000
              December 31, 1996                    31,000,000
              March 31, 1997                       36,250,000
              June 30, 1997                        40,750,000
              September 30, 1997                   45,250,000
              December 31, 1997                    49,750,000
              March 31, 1998                       56,500,000
              June 30, 1998                        62,500,000
              September 30, 1998                   68,500,000
              December 31, 1998                    75,500,000"


               SECTION 13.  Amendment of Section 10.2 of the
     Credit Agreement (Assignments and Participations).  Section
     10.2 of the Credit Agreement is hereby amended by adding the
     following clause at the end of paragraph (a) thereof:

               "; and, provided, further, that any Lender may
                    assign or create a security interest in all or any
                    portion of its rights under this Agreement or its
                    Revolving Credit Note in favor of any Federal
                    Reserve Bank in accordance with Regulation A of
                    the Board of Governors of the Federal Reserve
                    System (or any successor regulation)."

               SECTION 14.  Amendments of Annex A to the Credit
     Agreement (Definitions).  Annex A to the Credit Agreement is
     hereby amended by (i) deleting the definition of the term
     "Capital Expenditures" contained therein and substituting in
     lieu thereof the following:

               "Capital Expenditures" shall mean all payments or
               accruals for any fixed assets or improvements or for
               replacements, substitutions or additions thereto and
               that are required to be capitalized under GAAP;
               provided, however, that "Capital Expenditures" shall
               not mean or include payments or accruals for purchases
               of assets leased under those lease agreements listed in
               Schedule 6.3 to the extent (i) purchased for resale,
               (ii) constituting equipment, tooling and fixtures
               purchased (x) for cash in an aggregate amount up to
               $1,000,000 (or any amount in excess of $1,000,000 to
               the extent there is availability under the
               Repayment/Acquisition Basket and Borrower shall have
<PAGE>
<PAGE>140
               delivered to Agent not less than three (3) Business
               Days in advance of any such purchase a certificate of a
               Responsible Officer as to the calculation of the
               Repayment/Acquisition Basket immediately prior to and
               after giving effect to such purchase), (y) utilizing
               any lease prepayment credit due from the related lessor
               to Borrower, or (z) any combination of clauses (x) and
               (y), or (iii) purchased with cash in an aggregate
               amount not to exceed $1,718,548 in connection with
               Borrower's exercise of its early termination and
               purchase option on January 22, 1996 under the Equipment
               Lease Agreement, dated as of June 15, 1993, between
               Borrower and GE Capital.

     ; (ii) deleting the definition of the term "Tangible Net
     Worth" contained therein and substituting in lieu thereof
     the following (which amendment shall be effective as of
     December 31, 1995):

               "Tangible Net Worth" of Borrower shall mean, at
               any date, the Net Worth of Borrower at such date,
               excluding, however, from the determination of the total
               assets of Borrower at such date, (i) all goodwill,
               capitalized organizational expenses, capitalized
               research and development expenses, trademarks, trade
               names, copyrights, patents, patent applications,
               licenses and rights in any thereof, (ii) the
               unamortized portion of items aggregating $4,619,000 and
               designated as "Other" and constituting a component of
               Borrower's "Other Assets" as shown on the executive
               summary of Borrower's consolidated balance sheet for
               the Fiscal Year ended December 31, 1995, a copy of
               which has previously been delivered to Agent, plus the
               unamortized portion of any additions thereto, (iii) all
               unamortized debt discount and expense, (iv) treasury
               Stock, and (v) any write-up in the book value of any
               asset resulting from a revaluation thereof.

     ; and (iii) adding the following new definition in the
     proper alphabetical order:

               "Second Amendment" shall mean Amendment No. 2 to
               this Agreement, dated as of February 19, 1996, among
               Lenders, Agent and Borrower.

               SECTION 15.  Amendment of Annex D to the Credit
     Agreement (Financial Statements, Projections and Notices).
     Annex D to the Credit Agreement is hereby amended by adding
     the following language at the end of clause (ii) of
     paragraph (f) thereof:

               ", provided, however, that (x) nothing contained
                    in this clause (ii) shall require such accountants
                    to undertake in connection with such report any
                    procedures to determine whether a Default has
                    occurred, other than those procedures normally
                    undertaken by such accountants in connection with
                    their annual audit examination of Borrower, and
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<PAGE>141
                    (y) Borrower shall cause such accountants to
                    deliver to Agent within 90 days after the close of
                    each Fiscal year a reliance letter addressed to
                    Agent and Lenders with respect to each such
                    report, and such reliance letter shall be
                    satisfactory in form and substance to Agent,"

               SECTION 16.  Conditions to Effectiveness of
     Waiver.  This Amendment shall become effective upon
     satisfaction of the following conditions:

                    (a)  Agent shall have received counterparts
     of this Amendment duly executed by the parties hereto;

                    (b)  Each Loan Party's representations and
     warranties contained in the Loan Documents shall be true and
     correct on and as of the date hereof both before and after
     giving effect to the transactions contemplated by this
     Amendment, except to the extent that any such representation
     or warranty expressly relates to an earlier date and except
     for changes therein permitted or contemplated by the Credit
     Agreement; and

                    (c)  Agent shall have received a reliance
     letter from Arthur Andersen LLP, which letter shall be in
     form and substance satisfactory to Agent.

               SECTION 17.  Reference to and Effect on the Loan
     Documents.  (a)  Upon the effectiveness of this Amendment,
     on and after the date hereof, each reference in the Credit
     Agreement to "this Agreement," "hereunder," "hereof,"
     "herein," or words of like import, and each reference in the
     other Loan Documents to the Credit Agreement, shall mean and
     be a reference to the Credit Agreement as modified hereby.

                    (b)  Except as specifically amended herein,
     the Credit Agreement shall remain in full force and effect
     and is hereby ratified and confirmed.

                    (c)  The execution, delivery and effective-

     ness of this Amendment shall not, except as expressly
     provided herein, operate as a modification of any right,
     power, or remedy of the Agent or the Lenders under any of
     the Loan Documents, nor constitute a modification of any
     provision of any of the Loan Documents.

               SECTION 18.  Execution in Counterparts.  This
     Amendment may be executed in any number of counterparts and
     by different parties hereto in separate counterparts, each
     of which, when so executed and delivered, shall be deemed to
     be an original and all of which taken together shall
     constitute but one and the same instrument.

               SECTION 19.  Governing Law.  This Amendment shall
     be governed by and construed in accordance with the laws of
     the State of New York without regard to the conflict of laws
     principles thereof.
<PAGE>
<PAGE>142

               IN WITNESS WHEREOF, the parties hereto have caused
     this Amendment No. 2 to be executed by their representative
     officers thereunto duly authorized as of the date first
     written above.

                                   GENERAL ELECTRIC CAPITAL
                                   CORPORATION, as Lender
                                     and as Agent


                                   By:

                                      Title:



                                   FIGGIE INTERNATIONAL INC.


                                   By:

                                      Title:
<PAGE>