iv
BOS-BUS:347608.7
                                                              
                                                              
                                                              
                                                              
                               
                               
                               
                  REVOLVING CREDIT AGREEMENT
                               
                               
                 dated as of January 22, 1997
                               
                               
                         by and among
                               
                               
            MILLIPORE CORPORATION (the "Borrower")
                               
                               
                              and
                               
                               
          THE FIRST NATIONAL BANK OF BOSTON ("FNBB"),
                  ABN AMRO BANK N.V. ("ABN"),
       and the other financial institutions which become
                   a party to this agreement
                  (Collectively, the "Banks")
                               
                               
                              and
                               
                               
               FNBB, as the Administrative Agent
               (the "Administrative Agent") and
                ABN, as the Documentation Agent
                  (the "Documentation Agent")
                 (Collectively, the "Agents")
                               
                               
                               
                               
                               
1.  DEFINITIONS AND RULES OF INTERPRETATION.            1
     1.1.  Definitions.                                 1
     1.2.  Rules of Interpretation.                     14
2.  THE SYNDICATED FACILITY.                            15
     2.1.  Commitment to Lend Syndicated Loans.         15
     2.2.  Facility Fee.                                15
     2.3.  Reduction of Total Commitment; Increase of
     Total Commitment.                                   16
     2.4.  The Syndicated Notes.                        16
     2.5.  Interest on Syndicated Loans.                17
     2.6.  Requests for Syndicated Loans.               17
     2.7.  Election of Eurodollar Rate; Notice of
     Election; Interest Periods; Minimum Amounts.        18
     2.8.  Funds for Syndicated Credit Loans.           19
     2.9.  Maturity of the Syndicated Loans and
     Reimbursement Obligations.                          20
     2.10.  Optional Prepayments or Repayments of
     Syndicated Loans.                                   20
3.  LETTERS OF CREDIT.                                  20
     3.1.  Letter of Credit Commitments.                20
     3.2.  Reimbursement Obligation of the Borrower.    21
     3.3.  Obligations Absolute.                        22
     3.4.  Reliance by the Administrative Agent.        22
     3.5.  Letter of Credit Fee.                        23
4.  COMPETITIVE BID LOANS.                              23
     4.1.  The Competitive Bid Option.                  23
     4.2.  Competitive Bid Notes.                       23
     4.3.  Competitive Bid Quote Request; Invitation for
     Competitive Bid Quotes.                             24
     4.4.  Alternative Manner of Procedure.             25
     4.5.  Submission and Contents of Competitive Bid
     Quotes.                                             25
     4.6.  Notice to Borrower.                          27
     4.7.  Acceptance and Notice by Borrower and
     Administrative Agent.                               27
     4.8.  Allocation by Administrative Agent.          28
     4.9.  Funding of Competitive Bid Loans.            28
     4.10.  Funding Losses.                             28
     4.11.  Repayment of Competitive Bid Loans;
     Interest.                                           29
5.  Provisions Relating to All Loans and letters of
credit.                                                  29
     5.1.  Payments.                                    29
     5.2.  Mandatory Repayments of the Loans.           32
     5.3.  Computations.                                32
     5.4.  Illegality; Inability to Determine Eurodollar
     Rate.                                               32
     5.5.  Additional Costs, Etc.                       33
     5.6.  Capital Adequacy.                            35
     5.7.  Certificate.                                 35
     5.8.  Eurodollar and Competitive Bid Indemnity.    35
     5.9.  Interest on Overdue Amounts.                 36
     5.10.  Interest Limitation.                        36
     5.11.  Reasonable Efforts to Mitigate.             36
     5.12.  Replacement of Banks.                       37
     5.13.  Advances by Administrative Agent.           38
6.  REPRESENTATIONS AND WARRANTIES.                     38
     6.1.  Corporate Authority.                         38
     6.2.  Governmental Approvals.                      39
     6.3.  Title to Properties; Leases.                 39
     6.4.  Financial Statements; Solvency.              40
     6.5.  No Material Changes, Etc.                    40
     6.6.  Franchises, Patents, Copyrights, Etc.        41
     6.7.  Litigation.                                  41
     6.8.  Compliance With Other Instruments, Laws,
     Etc.                                                42
     6.9.  Tax Status.                                  42
     6.10.  No Event of Default.                        42
     6.11.  Holding Company and Investment Company
     Acts.                                               42
     6.12.  Absence of Financing Statements, Etc.       43
     6.13.  Employee Benefit Plans.                     43
     6.14.  Environmental Compliance.                   44
     6.15.  True Copies of Charter and Other
     Documents.                                          45
     6.16.  Disclosure.                                 46
     6.17.  Permits and Governmental Authority.         46
     6.18.  Purchase of Tylan Shares.                   46
7.  AFFIRMATIVE COVENANTS OF THE BORROWER.              46
     7.1.  Punctual Payment.                            46
     7.2.  Maintenance of Office.                       47
     7.3.  Records and Accounts.                        47
     7.4.  Financial Statements, Certificates and
     Information.                                        47
     7.5.  Corporate Existence and Conduct of
     Business.                                           48
     7.6.  Maintenance of Properties.                   49
     7.7.  Insurance.                                   49
     7.8.  Taxes.                                       49
     7.9.  Inspection of Properties, Books and
     Contracts.                                          50
     7.10.  Compliance with Laws, Contracts, Licenses
     and Permits; Maintenance of Material Licenses and
     Permits.                                            50
     7.11.  Environmental Indemnification.              51
     7.12.  Further Assurances.                         51
     7.13.  Notice of Potential Claims or Litigation.   51
     7.14.  Notice of Certain Events Concerning
     Insurance.                                          51
     7.15.  Notice of Default.                          51
     7.16.  Use of Proceeds.                            52
     7.17.  Certain Transactions.                       52
     7.18.  Amendment to Note Purchase Agreement.       52
     7.19.  The Tylan Merger.                           52
8.  CERTAIN NEGATIVE COVENANTS OF THE BORROWER.         53
     8.1.  Restrictions on Liens.                       53
     8.2.  Restrictions on Investments.                 55
     8.3.  Merger, Consolidation, and Disposition of
     Assets.                                             55
     8.4.  Restricted Distributions and Redemptions.    56
     8.5.  Employee Benefit Plans.                      57
9.  FINANCIAL COVENANTS OF THE BORROWER.                58
     9.1.  Funded Debt to EBITDA Ratio.                 58
     9.2.  Interest Coverage Ratio.                     58
10.  CONDITIONS TO EFFECTIVENESS.                       58
     10.1.  Corporate Action.                           58
     10.2.  Loan Documents, Etc.                        59
     10.3.  Certified Copies of Charter Documents.      59
     10.4.  Incumbency Certificate.                     59
     10.5.  Certificates of Insurance.                  59
     10.6.  Opinions of Counsel.                        59
     10.7.  Existing Debt.                              59
     10.8.  Satisfactory Financial Condition.           59
     10.9.  Lien Searches.                              60
     10.10.  Fees.                                      60
11.  CONDITIONS TO LOANS.                               60
     11.1.  Representations True.                       60
     11.2.  Performance; No Event of Default.           60
     11.3.  No Legal Impediment.                        60
     11.4.  Governmental Regulation.                    61
     11.5.  Proceedings and Documents.                  61
12.  EVENTS OF DEFAULT; ACCELERATION; TERMINATION OF
COMMITMENT.                                              61
     12.1.  Events of Default and Acceleration.         61
     12.2.  Termination of Commitments.                 64
     12.3.  Remedies.                                   64
13.  SETOFF.                                            65
14.  EXPENSES.                                          65
15.  THE AGENTS.                                        66
     15.1.  Appointment, Powers and Immunities.         66
     15.2.  Actions By Administrative Agent.            67
     15.3.  Indemnification.                            67
     15.4.  Reimbursement.                              67
     15.5.  Documents.                                  68
     15.6.  Non-Reliance on Agents and Other Banks.     68
     15.7.  Resignation of Administrative Agent.        69
     15.8.  Action by the Banks, Consents, Amendments,
     Waivers, Etc.                                       69
     15.9.  Holders of Notes.                           70
     15.10.  Administrative Agent's Fee.                70
16.  INDEMNIFICATION.                                   70
17.  SURVIVAL OF COVENANTS, ETC.                        71
18.  ASSIGNMENT AND PARTICIPATION.                      71
19.  PARTIES IN INTEREST.                               73
20.  NOTICES, ETC.                                      73
21.  MISCELLANEOUS.                                     73
22.  CONSENTS, ETC.                                     74
23.  PARI PASSU TREATMENT.                              74
24.  CONFIDENTIALITY.                                   74
25.  WAIVER OF JURY TRIAL.                              75
26.  GOVERNING LAW.                                     75
27.  SEVERABILITY.                                      76
28.  FINAL AGREEMENT.                                   76
                               
                               
                               
                           Exhibits
                               
          Exhibit A     Form of Syndicated Note
          Exhibit B     Form of Competitive Bid Note
          Exhibit C-1   Form of Syndicated Loan Request
          Exhibit C-2   Form of Letter of Credit Request
          Exhibit D     Form of Compliance Certificate
          Exhibit E     Form of Assignment and Acceptance
          Exhibit F     Form of Competitive Bid Quote Request
          Exhibit G     Form of Invitation for Competitive Bid
          Quotes
          Exhibit H     Form of Competitive Bid Quote
          Exhibit I     Form of Notice of Acceptance of
                        Competitive Bid Quote(s)

                           Schedules

          Schedule 1    Banks; Commitment Percentages
          Schedule 6.7  Litigation
          Schedule 6.13(c)    Guaranteed Pension Plans
          Schedule 6.14 Environmental Compliance
          Schedule 8.1(a)     Existing Liens
          Schedule 8.2(d)     Existing Investments
                                                            
                                                            
     
     
                 REVOLVING CREDIT AGREEMENT
     
     This  REVOLVING CREDIT AGREEMENT is made as of the 22nd
day   of   January,  1997,  by  and  among   (a)   MILLIPORE
CORPORATION,   a   Massachusetts  corporation   having   its
principal  place of business at 80 Ashby Road,  Bedford,  MA
01730-2271 (the "Borrower"), (b) THE FIRST NATIONAL BANK  OF
BOSTON, a national banking association with its head  office
at 100 Federal Street, Boston, Massachusetts 02110 ("FNBB"),
ABN  AMRO  BANK  N.V., with its Boston branch  at  One  Post
Office Square, Boston, Massachusetts 02109 ("ABN"), and  the
other  lending  institutions  which  become  parties  hereto
(collectively with FNBB and ABN, the "Banks")  and  (c)  THE
FIRST  NATIONAL BANK OF BOSTON, as administrative agent  for
the  Banks  (the "Administrative Agent") and ABN  AMRO  BANK
N.V.,   as   documentation  agent   for   the   Banks   (the
"Documentation   Agent,"   and   collectively    with    the
Administrative Agent, the "Agents").
     
       DEFINITIONS AND RULES OF INTERPRETATION.
     
       Definitions.
     
     The  following terms shall have the meanings set  forth
in  this  1 or elsewhere in the provisions of this Agreement
referred to below:
     
     Absolute Competitive Bid Loan(s).  See 4.3(a).
     
     Accountants.  See 7.4(a).
     
     Administrative Agent.  See Preamble.
     
     Affected Bank.  See 5.12.
     
     Agents.  See Preamble.
     
     Agreement.  This Revolving Credit Agreement,  including
the  Schedules  and Exhibits hereto, as from  time  to  time
amended  and  supplemented  in  accordance  with  the  terms
hereof.
     
     Amicon.   Amicon, a recently acquired business  of  the
Borrower.
     
     Amicon  Acquisition.   The acquisition  of  the  Amicon
business  from  W.R.  Grace & Co. - Conn.  pursuant  to  the
Purchase and Sale Agreement dated November 18, 1996
     
     Applicable  Eurodollar Rate.  The applicable  rate  per
annum  of  interest  on the Eurodollar Loans  shall  be  the
Eurodollar Rate plus the Applicable Margin as set  forth  in
the Pricing Table.
     
     Applicable  Facility  Rate.  The  applicable  rate  per
annum with respect to the Facility Fee shall be as set forth
in the Pricing Table.
     
     Applicable L/C Rate.  The applicable rate per annum  on
the  Maximum  Drawing Amount shall be as set  forth  in  the
Pricing Table.
     
     Applicable Margin.  The Applicable Margin on Eurodollar
Loans shall be as set forth in the Pricing Table.
     
     Applicable Requirements.  See 7.10.
     
     Assignment and Acceptance.  See 18.
     
     Balance Sheet Date.  December 31, 1995.
     
     Banks.  See Preamble.
     
     Base  Rate.   The  higher of (a)  the  annual  rate  of
interest  announced from time to time by the  Administrative
Agent  at  its  Head  Office as its "base  rate"  (it  being
understood  that  such  rate is a  reference  rate  and  not
necessarily  the  lowest  rate of interest  charged  by  the
Administrative Agent) or (b) one-half percent (0.50%)  above
the Overnight Federal Funds Effective Rate.
     
     Base  Rate  Loans.   Syndicated Loans bearing  interest
calculated by reference to the Base Rate.
     
     Borrower.  See Preamble.
     
     Bridge  Loan.  The Bridge Loan Agreement  dated  as  of
December 31, 1996, by and between the Borrower and FNBB.
     
     Business  Day.  Any day, other than a Saturday,  Sunday
or  any  day on which banking institutions in either Boston,
Massachusetts or New York, New York are authorized by law to
close, and, when used in connection with a Eurodollar  Loan,
a Eurodollar Business Day.
     
     Capital  Assets.  Fixed assets, both tangible (such  as
land,  buildings,  fixtures, machinery  and  equipment)  and
intangible   (such   as  patents,  copyrights,   trademarks,
franchises  and  good  will); provided that  Capital  Assets
shall  not include any item customarily charged directly  to
expense  or  depreciated over a useful life of  twelve  (12)
months   or  less  in  accordance  with  generally  accepted
accounting principles.
     
     Capital  Expenditures.  Amounts  paid  or  indebtedness
incurred  by  the  Borrower or any of  its  Subsidiaries  in
connection with the purchase or lease by the Borrower or any
of its Subsidiaries of Capital Assets that would be required
to  be  capitalized and shown on the balance sheet  of  such
Person  in  accordance  with generally  accepted  accounting
principles.
     
     Capitalized Leases.  Leases under which the Borrower or
any   of   its   Subsidiaries  (including  Tylan   and   its
Subsidiaries)  is  the  lessee or  obligor,  the  discounted
future  rental payment obligations under which are  required
to  be  capitalized on the balance sheet of  the  lessee  or
obligor in accordance with GAAP.
     
     CERCLA.  See 6.14(a).
     
     Certified  or certified.  With respect to the financial
statements  of any Person, such statements as audited  by  a
firm  of  independent auditors, whose report  expresses  the
opinion,   without   qualification,  that   such   financial
statements  present fairly the financial  position  of  such
Person.
     
     CFO or the CAO.  See 7.4(b).
     
     Closing   Date.   The  date  on  which  the  conditions
precedent set forth in 10 hereof are satisfied.
     
     Code.   The  Internal Revenue Code of 1986, as  amended
and in effect from time to time.
     
     Commitment.   With  respect to each  Bank,  the  amount
determined  by multiplying such Bank's Commitment Percentage
by the aggregate amount of the Total Commitment specified in
2.1 hereof, as the same may be reduced from time to time.
     
     Commitment Percentage.  With respect to each Bank,  the
percentage set forth on Schedule 1.
     
     Competitive   Bid   Loan(s).   A  borrowing   hereunder
consisting  of  one  or  more  loans  made  by  any  of  the
participating  Banks whose offer to make a  Competitive  Bid
Loan  as  part  of such borrowing has been accepted  by  the
Borrower under the auction bidding procedure described in  4
hereof.
     
     Competitive Bid Margin.  See 4.5(b)(iv).
     
     Competitive Bid Notes.  See 4.2(a).
     
     Competitive Bid Quote.  An offer by a Bank  to  make  a
Competitive Bid Loan in accordance with 4.5 hereof.
     
     Competitive Bid Quote Request.  See 4.3.
     
     Competitive Bid Rate.  See 4.5(b)(v).
     
     Compliance Certificate.  See 7.4(c).
     
     Consolidated  or consolidated.  With reference  to  any
term defined herein, shall mean that term as applied to  the
accounts  of  the Borrower and its Subsidiaries consolidated
in accordance with GAAP.
     
     Consolidated    Earnings   Before   Interest,    Taxes,
Depreciation  and Amortization or EBITDA.  For  any  period,
Consolidated  Net Income (or Deficit) plus (a)  Consolidated
Total  Interest Expense, (b) income taxes, (c)  depreciation
expense,  (d)  amortization expense, (e) non-cash  expenses,
not  to  exceed $70,000,000, in connection with  the  Amicon
Acquisition taken as a special charge in the quarter  ending
December  31,  1996, (f) non-cash expenses,  not  to  exceed
$120,000,000, in connection with the Tylan Tender  Offer  or
Tylan Merger which will be taken as a special charge in  the
quarter  ending March 31, 1997, and (g) other  non-recurring
charges  in connection with the Amicon Acquisition  and  the
Tylan  Merger,  not to exceed $25,000,000 in the  aggregate,
which  will  be  taken as a special charge  in  the  quarter
ending  March 31, 1997, to the extent that each was deducted
in   determining  Consolidated  Net  Income  (or   Deficit),
provided  that,  for purposes of calculating  the  financial
covenants pursuant to 9, the portion of EBITDA derived  from
Subsidiaries  acquired since the date  of  the  most  recent
financial statements delivered to the Banks pursuant to  7.4
hereof shall be included in the calculation of EBITDA if (i)
the  financial statements of such acquired Subsidiaries have
been  audited  for the period sought to be  included  by  an
independent    accounting   firm   satisfactory    to    the
Administrative  Agent  or  (ii)  the  Administrative   Agent
consents  to  such  inclusion,  such  consent  not   to   be
unreasonably withheld.
     
     Consolidated Net Income (or Deficit).  The consolidated
net income (or deficit) of the Borrower and its Subsidiaries
on  a  consolidated basis, after deduction of all  expenses,
taxes,  and  other proper charges, determined in  accordance
with GAAP.
     
     Consolidated  Net  Worth.  The excess  of  Consolidated
Total  Assets over Consolidated Total Liabilities, less,  to
the  extent  otherwise  includable in  the  computations  of
Consolidated Net Worth, any subscriptions receivable.
     
     Consolidated  Tangible  Assets.   All  assets  of   the
Borrower  and  its Subsidiaries determined on a consolidated
basis in accordance with GAAP, less the sum of:
          
          (a)   the  total book value of all assets  of  the
     Borrower  and its  Subsidiaries properly classified  as
     intangible  assets under generally accepted  accounting
     principles,  including  such  items  as  goodwill,  the
     purchase price of acquired assets in excess of the fair
     market  value thereof, trademarks, trade names, service
     marks, customer lists, brand names, copyrights, patents
     and licenses, and rights with respect to the foregoing;
     plus
          
          (b)   all amounts representing any write-up in the
     book  value  of  any  assets of  the  Borrower  or  its
     Subsidiaries  resulting  from  a  revaluation   thereof
     subsequent to the Balance Sheet Date.
     
     Consolidated Total Assets.  All assets of the  Borrower
and  its Subsidiaries determined on a consolidated basis  in
accordance with generally accepted accounting principles.
     
     Consolidated Total Interest Expense.  For  any  period,
the aggregate amount of interest expense required by GAAP to
be paid or accrued during such period on all Indebtedness of
the Borrower and its Subsidiaries outstanding during all  or
any  part  of  such  period, including capitalized  interest
expense for such period.
     
     Consolidated Total Liabilities.  All liabilities of the
Borrower  and  its Subsidiaries determined on a consolidated
basis  in  accordance  with  generally  accepted  accounting
principles  and  all Indebtedness of the  Borrower  and  its
Subsidiaries, whether or not so classified.
     
     Default.  See 12.
     
     Defaulting Bank.  See 5.12.
     
     Disposal.  See "Release."
     
     Distribution.   The  declaration  or  payment  of   any
dividend  or distribution on or in respect of any shares  of
any class of capital stock, any partnership interests or any
membership interests of any Person, other than dividends  or
other  distributions  payable solely  in  shares  of  common
stock,  partnership interests or membership  units  of  such
Person,  as  the  case may be; the purchase, redemption,  or
other  retirement  of  any shares of any  class  of  capital
stock,  partnership interests or membership  units  of  such
Person,  directly  or  indirectly through  a  Subsidiary  or
otherwise; the return of equity capital by any Person to its
shareholders,  partners or members as  such;  or  any  other
distribution on or in respect of any shares of any class  of
capital  stock, partnership interest or membership  unit  of
such Person.
     
     Documentation Agent.  See Preamble.
     
     Dollars or $.  Dollars in lawful currency of the United
States of America.
     
     Drawdown Date.  The date on which any Loan is  made  or
is to be made.
     
     EBITDA.    See  definition  for  Consolidated  Earnings
Before Interest, Taxes, Depreciation and Amortization.
     
     Eligible   Foreign  Bank.   (a)  Any  commercial   bank
organized  under the laws of any other country  which  is  a
member  of  the  Organization for Economic  Cooperation  and
Development (the "OECD"), or a political subdivision of  any
such  country, provided that such bank is acting  through  a
branch  or  agency located in the country  in  which  it  is
organized or another country which is also a member  of  the
OECD;  or  (b) the central bank of any country  which  is  a
member of the OECD.
     
     Employee  Benefit  Plan.   Any  employee  benefit  plan
within   the   meaning  of  3(3)  of  ERISA  maintained   or
contributed to by the Borrower, any of its Subsidiaries,  or
any ERISA Affiliate, other than a Multiemployer Plan.
     
     Environmental Laws.  See 6.14(a).
     
     EPA.  See 6.14(b).
     
     ERISA.  The Employee Retirement Income Security Act  of
1974, as amended and in effect from time to time.
     
     ERISA  Affiliate.  Any Person which  is  treated  as  a
single employer with the Borrower or any of its Subsidiaries
under 414 of the Code.
     
     ERISA  Reportable  Event.   A  reportable  event   with
respect  to a Guaranteed Pension Plan within the meaning  of
4043 of ERISA and the regulations promulgated thereunder  as
to which the requirement of notice has not been waived.
     
     Eurocurrency Reserve Rate.  For any day with respect to
a Eurodollar Loan, the maximum rate (expressed as a decimal)
at  which  the  Administrative Agent would  be  required  to
maintain  reserves  under  Regulation  D  of  the  Board  of
Governors of the Federal Reserve System (or any successor or
similar  regulations relating to such reserve  requirements)
against "Eurocurrency Liabilities" (as that term is used  in
Regulation  D),  if such liabilities were outstanding.   The
Eurocurrency Reserve Rate shall be adjusted automatically on
and   as  of  the  effective  date  of  any  change  in  the
Eurocurrency Reserve Rate.
     
     Eurodollar  Business Day.  Any day on which  commercial
banks   are   open  for  international  business  (including
dealings  in  Dollar  deposits)  in  London  or  such  other
eurodollar  interbank  market as  may  be  selected  by  the
Administrative Agent in its sole discretion acting  in  good
faith.
     
     Eurodollar  Interest  Determination  Date.    For   any
Interest  Period, the date two (2) Eurodollar Business  Days
prior to the first day of such Interest Period.
     
     Eurodollar  Loans.  Syndicated Loans  bearing  interest
calculated by reference to the Eurodollar Rate.
     
     Eurodollar Offered Rate.  The rate per annum  at  which
deposits of Dollars are offered to the Administrative  Agent
by  prime banks in whatever Eurodollar interbank market  may
be  selected  by  the  Administrative  Agent,  in  its  sole
discretion,  acting in good faith, at or  about  11:00  a.m.
local  time  in  such interbank market,  on  the  Eurodollar
Interest Determination Date for a period equal to the period
of  such Interest Period in an amount substantially equal to
the  principal amount requested to be loaned at or converted
to a rate based on the Eurodollar Rate.
     
     Eurodollar Rate.  With respect to Syndicated Loans, the
rate  per annum, rounded upwards to the nearest 1/16 of  1%,
determined  by the Administrative Agent with respect  to  an
Interest Period, in accordance with the following formula:
     
          Eurodollar Rate = Eurodollar Offered Rate
                                 1-Reserve Rate
     
     Event of Default.  See 12.
     
     Facility Fee.  See 2.2.
     
     Funded Debt.  Consolidated Indebtedness of the Borrower
and  its Subsidiaries for borrowed money and purchase  money
Indebtedness, and guarantees of such debt, recorded  on  the
Consolidated  balance sheet, including  the  amount  of  any
Indebtedness  for  Capitalized Leases which  corresponds  to
principal   and   for  Permitted  Receivables   Transactions
determined on a consolidated basis in accordance with GAAP.
     
     generally accepted accounting principles, or GAAP.  (i)
When  used  in  9,  whether directly or  indirectly  through
reference  to  a  capitalized term used therein,  means  (A)
principles   that   are  consistent  with   the   principles
promulgated or adopted by the Financial Accounting Standards
Board  and  its predecessors in effect for the  fiscal  year
ended  on  the  Balance Sheet Date and  (B)  to  the  extent
consistent with such principles, the accounting practice  of
the  Borrower reflected in its financial statements for  the
year ended on the Balance Sheet Date, and (ii) when used  in
general, other than as provided above, means principles that
are  (A)  consistent  with  the  principles  promulgated  or
adopted by the Financial Accounting Standards Board and  its
predecessors,  as  in  effect from time  to  time,  and  (B)
consistently applied with past financial statements  of  the
Borrower adopting the same principles, provided that in each
case  referred to in this definition of "generally  accepted
accounting principles" a certified public accountant  would,
insofar  as  the  use  of  such  accounting  principles   is
pertinent,  be  in  a  position to  deliver  an  unqualified
opinion  with  respect to the use of such principles  (other
than a qualification regarding changes in generally accepted
accounting principles) as to financial statements  in  which
such principles have been properly applied.
     
     Guaranteed Pension Plan.  Any employee pension  benefit
plan  within  the  meaning of 3(2) of  ERISA  maintained  or
contributed  to  by  the Borrower, its Subsidiaries  or  any
ERISA  Affiliate,  the benefits of which are  guaranteed  on
termination  in  full  or in part by the  PBGC  pursuant  to
Title IV of ERISA, other than a Multiemployer Plan.
     
     Hazardous Substances.  See 6.14(b).
     
     Head  Office.  The Administrative Agent's  head  office
located  at 100 Federal Street, Boston, MA 02110 or at  such
other  location  as the Administrative Agent  may  designate
from time to time.
     
     Income Taxes.  See 5.5(a).
     
     Indebtedness.    All   obligations,   contingent    and
otherwise,  that  in  accordance  with  generally   accepted
accounting   principles  should  be  classified   upon   the
obligor's  balance  sheet  as  liabilities,  or   to   which
reference should be made by footnotes thereto, including  in
any  event and whether or not so classified:  (i)  all  debt
and   similar  monetary  obligations,  whether   direct   or
indirect;  (ii)  all liabilities secured  by  any  mortgage,
pledge,   security   interest,  lien,   charge,   or   other
encumbrance  existing on property owned or acquired  subject
thereto, whether or not the liability secured thereby  shall
have  been  assumed; and (iii) all guarantees,  endorsements
and  other contingent obligations whether direct or indirect
in   respect  of  indebtedness  of  others,  including   any
obligation to supply funds to or in any manner to invest in,
directly    or   indirectly,   the   debtor,   to   purchase
indebtedness, or to assure the owner of indebtedness against
loss,  through an agreement to purchase goods, supplies,  or
services  for  the purpose of enabling the  debtor  to  make
payment of the indebtedness held by such owner or otherwise,
and  the  obligations to reimburse the issuer in respect  of
any letters of credit.
     
     Interest  Period.   With  respect  to  each  Loan   (a)
initially,  the  period commencing on the Drawdown  Date  of
such  Loan and ending on the last day of one of the  periods
set  forth  below, as selected by the Borrower in accordance
with this Agreement (i) for any Base Rate Loan, the last day
of  the  quarter (or shorter specified time); (ii)  for  any
Eurodollar  Loan,  1,  2,  3, or 6  months;  (iii)  for  any
Absolute Competitive Bid Loan, from 7 through 180 days;  and
(iv) for any LIBOR Competitive Bid Loan, 1, 2, 3, 4, 5, or 6
months;  and (b) thereafter, each period commencing  on  the
last day of the next preceding Interest Period applicable to
such  Loan and ending on the last day of one of the  periods
set  forth  above, as selected by the Borrower in accordance
with this Agreement; provided that any Interest Period which
would  otherwise end on a day which is not  a  Business  Day
shall be deemed to end on the next succeeding Business  Day;
provided  further  that  for any  Interest  Period  for  any
Eurodollar Loan or LIBOR Competitive Bid Loan if  such  next
succeeding   Business  Day  falls  in  the  next  succeeding
calendar  month,  it  shall be deemed to  end  on  the  next
preceding  Business  Day;  and  provided  further  that   no
Interest Period shall extend beyond the Maturity Date.
     
     Investments.  All expenditures made and all liabilities
incurred (contingently or otherwise) for the acquisition  of
stock  or  Indebtedness of, or for loans, advances,  capital
contributions or transfers of property to, or in respect  of
any  guaranties  (or  other commitments as  described  under
Indebtedness),   or   obligations  of,   any   Person.    In
determining  the aggregate amount of Investments outstanding
at  any  particular time: (i) the amount of  any  Investment
represented  by a guaranty shall be taken at not  less  than
the principal amount of the obligations guaranteed and still
outstanding;  (ii) there shall be included as an  Investment
all   interest   accrued   with  respect   to   Indebtedness
constituting an Investment unless and until such interest is
paid; (iii) there shall be deducted in respect of each  such
Investment  any amount received as a return of capital  (but
only   by  repurchase,  redemption,  retirement,  repayment,
liquidating    dividend   or   liquidating    distribution);
(iv)  there  shall  not  be  deducted  in  respect  of   any
Investment  any  amounts  received  as  earnings   on   such
Investment,  whether  as dividends, interest  or  otherwise,
except  that  accrued interest included as provided  in  the
foregoing  clause  (ii)  may  be  deducted  when  paid;  and
(v) there shall not be deducted from the aggregate amount of
Investments any decrease in the value thereof.
     
     Invitation for Competitive Bid Quotes.  See 4.3(b).
     
     Issuance Fee.  See 3.5.
     
     Letter   of  Credit  Applications.   Letter  of  Credit
Applications  in  such form as may be  agreed  upon  by  the
Borrower  and  the Administrative Agent from  time  to  time
which  are entered into pursuant to 3 hereof as such  Letter
of  Credit  Applications are amended, varied or supplemented
from  time to time; provided, however, in the event  of  any
conflict or inconsistency between the terms of any Letter of
Credit  Application and this Agreement, the  terms  of  this
Agreement shall control.
     
     Letter of Credit Fee.  See 3.5.
     
     Letter of Credit Participation.  See 3.1(b).
     
     Letter of Credit Request.  See 3.1(a).
     
     Letters of Credit.  Standby Letters of Credit issued or
to  be issued by the Administrative Agent under 3 hereof for
the account of the Borrower.
     
     LIBOR Competitive Bid Loan(s).  See 4.3(a).
     
     LIBOR Rate.  For any Interest Period with respect to  a
LIBOR  Competitive Bid Loan, (a) the rate of interest  equal
to  the rate determined by the Administrative Agent at which
Dollar  deposits for such Interest Period are offered  based
on  information presented on Telerate Page 3750 as of  11:00
a.m. (London time) two (2) Eurodollar Business Days prior to
the  first day of such Interest Period, or (b) if such  rate
is  not  shown at such place, the rate of interest equal  to
(i)  the arithmetic average of the rates per annum for  each
Agent  at  which such Agent's Eurodollar Lending  Office  is
offered  Dollar  deposits two (2) Eurodollar  Business  Days
prior  to  the  beginning  of such Interest  Period  in  the
interbank  eurodollar market where the eurodollar operations
of such Eurodollar Lending Office are customarily conducted,
for  delivery on the first day of such Interest  Period  for
the  number  of  days comprised therein  and  in  an  amount
comparable to the amount of the Eurodollar Rate Loan of such
Agent to which such Interest Period applies, divided by (ii)
a  number equal to 1.00 minus the Eurocurrency Reserve Rate,
if  applicable (rounded upwards to the nearest 1/16  of  one
percent).
     
     Loan  Documents.  This Agreement, the Notes, the Letter
of  Credit  Applications, the Letters  of  Credit,  and  any
documents,  instruments or agreements executed in connection
with  any  of  the  foregoing, each  as  amended,  modified,
supplemented, or replaced from time to time.
     
     Loans.   Collectively, the Syndicated Loans to be  made
by  the  Banks  to  the  Borrower  pursuant  to  2  and  the
Competitive Bid Loans made by Banks selected pursuant to 4.
     
     Majority  Banks.  The Banks holding  fifty-one  percent
(51%)  of  the Total Commitment; provided that in the  event
that  the Total Commitment has been terminated, the Majority
Banks shall be the Banks holding fifty-one percent (51%)  of
the outstanding principal amount of the Loans on such date.
     
     Maturity Date.  January 22, 2002.
     
     Maximum  Drawing Amount.  The maximum aggregate  amount
from  time  to  time that the beneficiaries may  draw  under
outstanding Letters of Credit.
     
     MCTG.   MCTG  Acquisition Corp., a Delaware corporation
and a wholly owned Subsidiary of the Borrower.
     
     Moody's.  Moody's Investors Service, Inc.
     
     Multiemployer Plan.  Any multiemployer plan within  the
meaning  of 3(37) of ERISA maintained or contributed  to  by
the Borrower, any Subsidiary, or any ERISA Affiliate.
     
     New Lending Office.  See 5.1(d).
     
     Non-U.S. Bank.  See 5.1(c).
     
     Note  Purchase  Agreement.  That certain note  purchase
and  exchange agreement, dated March 3, 1994, as amended and
in  effect  from  time  to time, between  the  Borrower  and
Metropolitan Life Insurance Company.
     
     Notes.   The  Competitive Bid Notes and the  Syndicated
Notes.
     
     Notice of Acceptance of Competitive Bid Quote(s).   See
4.7.
     
     Obligations.    All   indebtedness,   obligations   and
liabilities  of  the Borrower to any of the  Banks  and  the
Administrative   Agent  arising  or  incurred   under   this
Agreement  or any of the other Loan Documents or in  respect
of  any  of  the  Loans  made  or Reimbursement  Obligations
incurred  or the Letters of Credit, the Notes, or any  other
instrument  at any time evidencing any thereof, individually
or  collectively, existing on the date of this Agreement  or
arising  thereafter, direct or indirect, joint  or  several,
absolute or contingent, matured or unmatured, liquidated  or
unliquidated,  secured or unsecured,  arising  by  contract,
operation of law or otherwise.
     
     Overnight  Federal Funds Effective Rate.  The overnight
federal  funds effective rate as published by the  Board  of
Governors  of the Federal Reserve System, as in effect  from
time to time.
     
     PBGC.  The Pension Benefit Guaranty Corporation created
by  4002  of  ERISA  and any successor  entity  or  entities
having similar responsibilities.
     
     Permitted Investments.  See 8.2.
     
     Permitted Liens.  See 8.1.
     
     Permitted Receivables Transaction.  Any sale  or  sales
of, and/or securitization of, any accounts receivable of the
Borrower  and/or any of its Subsidiaries (the "Receivables")
pursuant to which the Borrower and its Subsidiaries  realize
aggregate net proceeds of not more than $100,000,000 at  any
one  time  outstanding, including, without  limitation,  any
revolving  purchase(s)  of  Receivables  where  the  maximum
aggregate  uncollected  purchase  price  (exclusive  of  any
deferred  purchase price) for such Receivables at  any  time
outstanding does not exceed $100,000,000.
     
     Person.    Any  individual,  corporation,  partnership,
limited    liability    company,    trust,    unincorporated
association,  business,  or  other  legal  entity,  and  any
government   or   any  governmental  agency   or   political
subdivision thereof.
     
     Pricing Table:

                               Applicabl   Applicabl  Applicabl
                                   e           e          e
Level    Senior Public Debt     Facility   L/C Rate    Margin
               Rating             Rate       (per       (per
                                  (per      annum)     annum)
                                 annum)
  1     BBB+/Baa1               0.1000%     0.1800%    0.1800%
  2    BBB/Baa2                 0.1250%     0.2250%    0.2250%
  3    BBB-/Baa3                0.1500%     0.3000%    0.3000%
  4    BB+/Ba1                  0.2250%     0.4250%    0.4250%
  5     BB/Ba2 or unrated       0.2500%     0.6500%    0.6500%

The  applicable rates or margin charged on any day shall  be
determined by the Senior Public Debt Rating in effect as  of
that day.
     
     RCRA.  See 6.14(a).
     
     Real  Property.  All real property heretofore, now,  or
hereafter owned, operated, or leased by the Borrower or  any
of its Subsidiaries.
     
     Reference  Period.   The  period  of  four  consecutive
fiscal  quarters  (or such shorter period of  one,  two,  or
three  consecutive  fiscal quarters  as  has  elapsed  since
December 31, 1996).
     
     Reimbursement Obligation.  The Borrower's obligation to
reimburse the Administrative Agent and the Banks on  account
of  any  drawing under any Letter of Credit as  provided  in
3.2.
     
     Release.   Shall  have  the meaning  specified  in  the
Comprehensive   Environmental  Response,  Compensation   and
Liability  Act  of 1980, 42 U.S.C. 9601 et  seq.  ("CERCLA")
and  the  term  "Disposal" (or "Disposed")  shall  have  the
meaning  specified in the Resource Conservation and Recovery
Act   of   1976,  42  U.S.C.  6901  et  seq.  ("RCRA")   and
regulations  promulgated thereunder; provided that,  in  the
event either CERCLA or RCRA is amended so as to broaden  the
meaning  of  any term defined thereby, such broader  meaning
shall  apply as of the effective date of such amendment  and
provided  further, to the extent that the laws  of  a  state
wherein  the property lies establish a meaning for "Release"
or  "Disposal"  which  is broader than specified  in  either
CERCLA or RCRA, such broader meaning shall apply.
     
     Replacement Bank.  See 5.12.
     
     Replacement Notice.  See 5.12.
     
     Reserve  Rate.   The  highest  rate,  expressed  as   a
decimal, at which the Administrative Agent would be required
to  maintain  reserves under Regulation D of  the  Board  of
Governors  of the Federal Reserve System (or any  subsequent
or similar regulation relating to such reserve requirements)
against  "Eurocurrency Liabilities" (as such term is defined
in   Regulation  D),  or  against  any  other  category   of
liabilities  which  might be incurred by the  Administrative
Agent to fund Loans bearing interest based on the Eurodollar
Rate, if such liabilities were outstanding.
     
     Senior   Public  Debt  Rating.   The  rating   of   the
Borrower's  public unsecured long-term senior debt,  without
third  party  credit enhancement, issued by  Moody's  and/or
Standard  &  Poor's  provided that in the  event  that  both
Moody's and Standard & Poor's have issued such ratings,  the
Senior  Public  Debt Rating will be the  lower  of  the  two
ratings.
     
     Standard & Poor's.  Standard & Poor's Ratings Group,  a
division of McGraw Hill, Inc.
     
     Subsidiary.   Any corporation, association,  trust,  or
other  business entity of which the designated parent  shall
at  any time own directly or indirectly through a Subsidiary
or  Subsidiaries  at  least a majority  of  the  outstanding
capital stock or other interest entitled to vote generally.
     
     Syndicated Loan Request.  See 2.6.
     
     Syndicated Loans.  Loans advanced pursuant to 2.1.
     
     Syndicated Notes.  See 2.4.
     
     Total Commitment.  See 2.1.
     
     Tylan.  Tylan General, Inc., a Delaware corporation.
     
     Tylan  Merger.  The merger of MCTG with and into  Tylan
pursuant to the Tylan Merger Agreement, with Tylan being the
surviving corporation and a Subsidiary of the Borrower.
     
     Tylan  Merger  Agreement.  The Agreement  and  Plan  of
Merger  dated  as  of  December 16, 1996  among  Tylan,  the
Borrower and MCTG.
     
     Tylan   Merger  Date.   The  date  as  of   which   the
transactions contemplated by the Tylan Merger Agreement  are
consummated.
     
     Tylan Revolving Credit Agreement.  The revolving credit
agreement between Tylan and Comerica.
     
     Tylan Shares.  See definition of Tylan Tender Offer.
     
     Tylan  Tender  Offer.   The Offer  to  Purchase,  dated
December  20,  1996, made by MCTG, to purchase  all  of  the
outstanding  shares  of  common  stock,  together  with  all
associated  Series  A Junior Participating  Preferred  Stock
Purchase Rights of Tylan (collectively, the "Tylan Shares").
     
     
     
       Rules of Interpretation.
          
          (a)   A  reference  to any document  or  agreement
     (including this Agreement) shall include such  document
     or  agreement as amended, modified or supplemented from
     time to time in accordance with its terms and the terms
     of this Agreement.
          
          (b)   The  singular includes the  plural  and  the
     plural includes the singular.
          
          (c)  A reference to any law includes any amendment
     or modification to such law.
          
          (d)   A  reference  to  any  Person  includes  its
     permitted successors and permitted assigns.
          
          (e)    Accounting   terms  capitalized   but   not
     otherwise defined herein have the meanings assigned  to
     them   by   generally  accepted  accounting  principles
     applied on a consistent basis by the accounting  entity
     to which they refer.
          
          (f)    The   words   "include",   "includes"   and
     "including" are not limiting.
          
          (g)  All terms not specifically defined herein  or
     by  generally  accepted  accounting  principles,  which
     terms are defined in the Uniform Commercial Code as  in
     effect  in the Commonwealth of Massachusetts, have  the
     meanings assigned to them therein.
          
          (h)   Reference to a particular "" refers to  that
     section of this Agreement unless otherwise indicated.
          
          (i)  The words "herein", "hereof", "hereunder" and
     words of like import shall refer to this Agreement as a
     whole  and not to any particular section or subdivision
     of this Agreement.
     
       THE SYNDICATED FACILITY.
     
       Commitment to Lend Syndicated Loans.
     
     Subject  to the terms and conditions set forth in  this
Agreement, each of the Banks severally agrees to lend to the
Borrower  and  the Borrower may borrow, repay, and  reborrow
from  time to time between the Closing Date and the Maturity
Date,  upon  notice  by the Borrower to  the  Administrative
Agent   given  in  accordance  with  this  2,  such   Bank's
Commitment  Percentage  of  the  Syndicated  Loans  as   are
requested  by  the Borrower; provided that the  sum  of  the
outstanding principal amount of the Syndicated Loans and the
Maximum  Drawing  Amount of outstanding  Letters  of  Credit
shall  not exceed a maximum aggregate amount outstanding  of
(i) $450,000,000, as such amount may be reduced pursuant  to
2.3   hereof  (the  "Total  Commitment")  minus   (ii)   the
aggregate  amount  of Competitive Bid Loans  outstanding  at
such time.  Each request for a Syndicated Loan or Letter  of
Credit  hereunder  shall  constitute  a  representation  and
warranty  by the Borrower that the conditions set  forth  in
10  and  11, as the case may be, have been satisfied on  the
date  of  such request.  Any unpaid Reimbursement Obligation
with  respect to any Letter of Credit shall be a  Base  Rate
Loan hereunder.
     
       Facility Fee.
     
     The  Borrower agrees to pay to the Administrative Agent
for  the  account  of the Banks a fee (the  "Facility  Fee")
equal  to  the  Applicable Facility Rate multiplied  by  the
Total  Commitment  for the number of days  the  facility  is
outstanding.  The Facility Fee shall be payable quarterly in
arrears  on the first day of each calendar quarter  for  the
immediately   preceding  calendar  quarter   commencing   on
April 1, 1997 with a final payment on the Maturity Date  (or
on  the date of termination in full of the Total Commitment,
if earlier).  The Facility Fee shall be distributed pro rata
among  the  Banks in accordance with each Bank's  Commitment
Percentage.
     
        Reduction  of  Total Commitment; Increase  of  Total
Commitment.
          
          (a)  The Borrower shall have the right at any time
     and  from  time  to time upon seven (7) Business  Days'
     prior  written  notice to the Administrative  Agent  to
     reduce by $10,000,000 or larger multiples of $5,000,000
     or  terminate entirely the Total Commitment,  whereupon
     the  Commitment of each Bank shall be reduced pro  rata
     in accordance with such Bank's Commitment Percentage of
     the amount specified in such notice or, as the case may
     be,  terminated.  The Administrative Agent will  notify
     the Banks promptly after receiving any notice delivered
     by  the Borrower pursuant to this 2.3.  Notwithstanding
     the  foregoing, at no time may the Total Commitment  be
     reduced  to  an  amount less than the sum  of  (i)  the
     Maximum  Drawing Amount of all Letters  of  Credit  and
     (ii) all Loans then outstanding.
          
          (b)   No  reduction or termination  of  the  Total
     Commitment once made may be revoked; the portion of the
     Total  Commitment  reduced or  terminated  may  not  be
     reinstated; and amounts in respect of such  reduced  or
     terminated portion may not be reborrowed.
          
          (c)  In the event that the Note Purchase Agreement
     is  not  amended on or before February  20,  1997,  the
     Borrower  may  request  that the  Total  Commitment  be
     increased  by $50,000,000 hereunder, which increase  is
     subject  to  the approval of the Administrative  Agent;
     provided,  however,  that in the  event  that  such  an
     increase is approved, (i) any Bank which is a party  to
     this  Agreement  prior to such increase  shall  not  be
     required  to  increase  its  Commitment  hereunder  and
     (ii)   such  Bank's  Commitment  Percentage  shall   be
     correspondingly decreased to reflect such  increase  in
     the Total Commitment.
     
       The Syndicated Notes.
     
     The  Syndicated  Loans shall be evidenced  by  separate
promissory notes of the Borrower in substantially  the  form
of Exhibit A hereto (each, a "Syndicated Note"), dated as of
the  Closing  Date  (or  syndication  date,  if  later)  and
completed with appropriate insertions.  One Syndicated  Note
shall  be  payable to the order of each Bank  in  an  amount
equal  to  such  Bank's Commitment, and shall represent  the
obligation  of the Borrower to pay such Bank such  principal
amounts or, if less, the outstanding principal amount of all
Syndicated  Loans  made by such Bank, plus interest  accrued
thereon,  as  set  forth  below.  The  Borrower  irrevocably
authorizes  each  Bank  to make or  cause  to  be  made,  in
connection with a Drawdown Date of any Syndicated Loan or at
the  time  of  receipt of any payment of principal  on  such
Bank's  Syndicated  Note, an appropriate  notation  on  such
Bank's  records or on the schedule attached to  such  Bank's
Syndicated Note or a continuation of such schedule  attached
thereto reflecting the making of the Syndicated Loan or  the
receipt of such payment (as the case may be) and may,  prior
to  any  transfer  of its Syndicated Note,  endorse  on  the
reverse  side  thereof the outstanding principal  amount  of
Syndicated Loans evidenced thereby.  The outstanding  amount
of  the  Syndicated Loans set forth on such  Bank's  records
shall  be  prima  facie  evidence of  the  principal  amount
thereof  owing and unpaid to such Bank, but the  failure  to
record, or any error in so recording, any such amount  shall
not  limit  or  otherwise  affect  the  obligations  of  the
Borrower  hereunder or under the Syndicated  Notes  to  make
payments of principal of or interest on any Syndicated  Note
when due.
     
       Interest on Syndicated Loans.
     
     The  outstanding  principal amount  of  the  Syndicated
Loans shall bear interest at the rate per annum equal to the
Base  Rate  on Base Rate Loans or the Applicable  Eurodollar
Rate  on  Eurodollar Loans.  Interest shall be  payable  (a)
quarterly in arrears on the first Business Day of  the  next
succeeding quarter, commencing April 1, 1997, on  Base  Rate
Loans,  (b)  on  the  last  day of the  applicable  Interest
Period, and if such Interest Period is longer than three (3)
months,  also  on the last day of the third month  following
the  commencement  of  such Interest Period,  on  Eurodollar
Loans, and (c) on the Maturity Date for all Loans.
     
       Requests for Syndicated Loans.
     
     The  Borrower  shall  give to the Administrative  Agent
written  notice  in  the  form of  Exhibit  C-1  hereto  (or
telephonic notice confirmed in writing or a facsimile in the
form   of  Exhibit  C-1  hereto)  of  each  Syndicated  Loan
requested hereunder (a "Syndicated Loan Request") not  later
than  (a)  11:00 a.m. (Boston time) on the proposed Drawdown
Date  of any Base Rate Loan, or (b) 11:00 a.m. (Boston time)
three  (3)  Eurodollar Business Days prior to  the  proposed
Drawdown  Date  of  any Eurodollar Loan.  Each  such  notice
shall  specify  (A) the principal amount of  the  Syndicated
Loan  requested,  (B)  the proposed Drawdown  Date  of  such
Syndicated Loan, (C) whether such Syndicated Loan  requested
is  to be a Base Rate Loan or a Eurodollar Loan and (D)  the
Interest  Period for such Syndicated Loan, if  a  Eurodollar
Loan.   Each Syndicated Loan requested shall be in a minimum
amount of $10,000,000.  Each such request shall specify  the
principal amount of the Syndicated Loan requested and  shall
reflect the Maximum Drawing Amount of all Letters of  Credit
outstanding  and the amount of Loans outstanding  (including
Competitive  Bid  Loans).   Syndicated  Loan  requests  made
hereunder  shall be irrevocable and binding on the Borrower,
and  shall  obligate the Borrower to accept  the  Syndicated
Loan requested from the Banks on the proposed Drawdown Date.
Each  of  the  representations and warranties  made  by  the
Borrower  to the Banks or the Administrative Agent  in  this
Agreement  or  any  other Loan Document shall  be  true  and
correct  in  all material respects when made and shall,  for
all purposes of this Agreement, be deemed to be repeated  on
and  as  of the date of the submission of a Syndicated  Loan
Request  or Letter of Credit Request and on and  as  of  the
Drawdown  Date  of  such Syndicated  Loan  or  the  date  of
issuance  of  such Letter of Credit (except  to  the  extent
(i)  of changes resulting from transactions contemplated  or
permitted  by  this Agreement and the other Loan  Documents,
(ii) of changes occurring in the ordinary course of business
that  singly or in the aggregate are not materially  adverse
to  the  business,  assets  or financial  condition  of  the
Borrower and its Subsidiaries as a whole, or (iii) that such
representations and warranties expressly relate only  to  an
earlier  date).   The  Administrative Agent  shall  promptly
notify each Bank of each Syndicated Loan Request received by
the Administrative Agent.
     
        Election  of  Eurodollar Rate; Notice  of  Election;
Interest Periods; Minimum Amounts.
          
          (a)   At  the  Borrower's option, so  long  as  no
     Default  or Event of Default has occurred and  is  then
     continuing,  the Borrower may (i) elect to convert  any
     Base  Rate  Loan or a portion thereof to  a  Eurodollar
     Loan,  (ii) at the time of any Syndicated Loan Request,
     specify that such requested Syndicated Loan shall be  a
     Eurodollar  Loan,  or  (iii)  upon  expiration  of  the
     applicable  Interest  Period,  elect  to  maintain   an
     existing  Eurodollar Loan as such,  provided  that  the
     Borrower  gives  notice  to  the  Administrative  Agent
     pursuant  to  2.7(b)  hereof.   Upon  determining   any
     Eurodollar   Rate,  the  Administrative   Agent   shall
     forthwith  provide notice thereof to the  Borrower  and
     each  Bank, and each such notice to the Borrower  shall
     be  considered prima facie correct and binding,  absent
     manifest error.
          
          (b)   Three (3) Eurodollar Business Days prior  to
     the making of any Eurodollar Loan or the conversion  of
     any  Base  Rate Loan to a Eurodollar Loan, or,  in  the
     case  of an outstanding Eurodollar Loan, the expiration
     date  of  the applicable Interest Period, the  Borrower
     shall  give written, telex or facsimile notice received
     by  the Administrative Agent not later than 11:00  a.m.
     (Boston  time)  of  its election  pursuant  to  2.7(a).
     Each  such notice delivered to the Administrative Agent
     shall  specify  the aggregate principal amount  of  the
     Syndicated  Loans  to be borrowed or maintained  as  or
     converted   to  Eurodollar  Loans  and  the   requested
     duration of the Interest Period that will be applicable
     to  such Eurodollar Loan, and shall be irrevocable  and
     binding upon the Borrower.  If the Borrower shall  fail
     to give the Administrative Agent notice of its election
     hereunder  together with all of the  other  information
     required  by this 2.7(b) with respect to any Syndicated
     Loan,  whether  at  the end of an  Interest  Period  or
     otherwise, such Syndicated Loan shall be deemed a  Base
     Rate  Loan.   The  Administrative Agent shall  promptly
     notify  each Bank in writing (or by telephone confirmed
     in writing or by facsimile) of such election.
          
          (c)    Notwithstanding  anything  herein  to   the
     contrary,  the  Borrower may not  specify  an  Interest
     Period that would extend beyond the Maturity Date.
          
          (d)  No conversion of Syndicated Loans pursuant to
     this  2.7 may result in Eurodollar Loans that are  less
     than  $10,000,000.  In no event shall the Borrower have
     more  than  ten (10) different maturities of borrowings
     of Eurodollar Loans outstanding at any time.
          
          (e)   Subject to the terms and conditions  of  5.8
     hereof, if any affected Bank demands compensation under
     5.5(c) or (d) with respect to any Eurodollar Loan,  the
     Borrower  may  at  any time, upon at  least  three  (3)
     Business   Days'   prior   written   notice   to    the
     Administrative  Agent elect to convert such  Eurodollar
     Loan  into  a  Base  Rate Loan (on which  interest  and
     principal shall be payable contemporaneously  with  the
     related   Eurodollar  Loans  of   the   other   Banks).
     Thereafter,  and until such time as the  affected  Bank
     notifies  the  Borrower that the  circumstances  giving
     rise  to  the demand for compensation under  5.5(c)  or
     (d)  no longer exist, all requests for Eurodollar Loans
     from  such affected Bank shall be deemed to be requests
     for Base Rate Loans, regardless of whether the Borrower
     has  requested a Eurodollar Loan from the other  Banks.
     Once  the affected Bank notifies the Borrower that such
     circumstances no longer exist, the Borrower  may  elect
     that  the  principal amount of each such  Bank's  Loans
     again  bear  interest as Eurodollar Loans beginning  on
     the  first  day of the next succeeding Interest  Period
     applicable to the related Eurodollar Loans of the other
     Banks.
     
       Funds for Syndicated Credit Loans.
     
     Not  later than 1:00 p.m. (Boston time) on the proposed
Drawdown Date of any Syndicated Loan, each of the Banks will
make  available  to the Administrative Agent,  at  its  Head
Office,  in immediately available funds, the amount of  such
Bank's  Commitment Percentage of the amount of the requested
Syndicated Loan. Upon receipt from each Bank of such amount,
and  upon receipt of the documents required by 10 or 11,  as
the   case  may  be,  and  the  satisfaction  of  the  other
conditions set forth therein, to the extent applicable,  the
Administrative Agent will make available to the Borrower the
aggregate amount of such Syndicated Loans made available  to
the  Administrative  Agent by the  Banks.   The  failure  or
refusal  of any Bank to make available to the Administrative
Agent  at the aforesaid time and place on any Drawdown  Date
the  amount  of  its Commitment Percentage of the  requested
Syndicated  Loan shall not relieve any other Bank  from  its
several  obligations  hereunder to  make  available  to  the
Administrative  Agent the amount of such  Bank's  Commitment
Percentage of any requested Syndicated Loan.
     
        Maturity  of  the Syndicated Loans and Reimbursement
Obligations.
     
     The  Syndicated Loans shall be due and payable  on  the
Maturity Date.  The Borrower promises to pay on the Maturity
Date  all  Syndicated  Loans and  all  unpaid  Reimbursement
Obligations outstanding on such date, together with any  and
all  accrued  and unpaid interest thereon and any  fees  and
other amounts owing hereunder.
     
        Optional  Prepayments  or Repayments  of  Syndicated
Loans.
     
     Subject  to  the  terms  and  conditions  of  5.8,  the
Borrower shall have the right, at its election, to repay  or
prepay the outstanding amount of the Syndicated Loans, as  a
whole  or  in part, at any time without penalty or  premium.
The  Borrower shall give the Administrative Agent, no  later
than 11:00 a.m. (Boston time) one (1) Business Day prior  to
the proposed date of prepayment or repayment, written notice
(or  telephonic notice confirmed in writing or by facsimile)
of  any  proposed prepayment or repayment pursuant  to  this
2.10,   specifying  the  proposed  date  of  prepayment   or
repayment of Loans and the principal amount to be paid.  The
Administrative  Agent shall promptly  notify  each  Bank  by
written notice (or telephonic notice confirmed in writing or
by facsimile) of such payment.
     
       LETTERS OF CREDIT.
     
       Letter of Credit Commitments.
          
          (a)   Subject  to the terms and conditions  hereof
     and  the  receipt  of  a letter of  credit  request  in
     substantially the form of Exhibit C-2 hereto (a "Letter
     of   Credit  Request")  by  the  Administrative   Agent
     reflecting the Maximum Drawing Amount of all Letters of
     Credit (including the requested Letter of Credit) and a
     Letter of Credit Application, the Administrative Agent,
     on  behalf  of  the  Banks and  in  reliance  upon  the
     representations   and  warranties   of   the   Borrower
     contained  herein  and  the  agreement  of  the   Banks
     contained in 3.1(b) hereof, agrees to issue letters  of
     credit,  in such form as may be requested from time  to
     time   by   the   Borrower  and  agreed   to   by   the
     Administrative   Agent;   provided,   however,    that,
     (i)  after giving effect to such request, the aggregate
     Maximum Drawing Amount of all letters of credit  issued
     at   any  time  under  this  3.1(a)  (the  "Letters  of
     Credit")    shall   not   exceed    the    lesser    of
     (A)  $50,000,000, or (B) the Total Commitment minus the
     outstanding amount of the Loans, and (ii) no Letter  of
     Credit  shall  have an expiration date later  than  the
     earlier  of  (x) twelve (12) months after the  date  of
     issuance (which may incorporate automatic renewals  for
     periods  of up to twelve (12) months), or (y)  fourteen
     (14) Business Days prior to the Maturity Date.
          
          (b)   Each Bank severally agrees that it shall  be
     absolutely liable, without regard to the occurrence  of
     any Default or Event of Default, the termination of the
     Total   Commitment  pursuant  to  12.2,  or  any  other
     condition precedent whatsoever, to the extent  of  such
     Bank's Commitment Percentage thereof, to reimburse  the
     Administrative Agent on demand for the amount  of  each
     draft  paid  by  the Administrative  Agent  under  each
     Letter of Credit to the extent that such amount is  not
     reimbursed  by  the  Borrower  pursuant  to  3.2  (such
     agreement for a Bank being called herein the "Letter of
     Credit  Participation" of such Bank).  Each Bank agrees
     that  its  obligation to reimburse  the  Administrative
     Agent pursuant to this 3.1(b) shall not be affected  in
     any  way  by  any  circumstance other  than  the  gross
     negligence  or willful misconduct of the Administrative
     Agent.
          
          (c)   Each  such reimbursement payment made  by  a
     Bank  to  the Administrative Agent shall be treated  as
     the  purchase by such Bank of a participating  interest
     in  the  Borrower's Reimbursement Obligation under  3.2
     in  an  amount equal to such payment.  Each Bank  shall
     share in accordance with its participating interest  in
     any interest which accrues pursuant to 3.2.
     
       Reimbursement Obligation of the Borrower.
     
     In  order to induce the Administrative Agent to  issue,
extend  and renew each Letter of Credit, the Borrower hereby
agrees to reimburse or pay to the Administrative Agent, with
respect to each Letter of Credit issued, extended or renewed
by the Administrative Agent hereunder, as follows:
          
          (a)   if  any draft presented under any Letter  of
     Credit  is honored by the Administrative Agent  or  the
     Administrative  Agent  otherwise  makes  payment   with
     respect thereto, the sum of (i) the amount paid by  the
     Administrative  Agent  under or with  respect  to  such
     Letter  of  Credit, and (ii) the amount of  any  taxes,
     fees,  charges  or other costs and expenses  whatsoever
     incurred by the Administrative Agent in connection with
     any payment made by the Administrative Agent under,  or
     with  respect  to,  such  Letter  of  Credit,  provided
     however,  if  the  Borrower  does  not  reimburse   the
     Administrative Agent on the Drawdown Date, such  amount
     shall become automatically a Syndicated Loan which is a
     Base Rate Loan advanced hereunder in an amount equal to
     such sum; and
          
          (b)  upon the Maturity Date or the acceleration of
     the  Reimbursement  Obligations  with  respect  to  all
     Letters  of  Credit in accordance with  12,  an  amount
     equal  to  the  then  Maximum  Drawing  Amount  of  all
     outstanding  Letters of Credit shall  be  paid  by  the
     Borrower to the Administrative Agent to be held as cash
     collateral for all Reimbursement Obligations.
     
       Obligations Absolute.
     
     The  Borrower's  obligations  under  this  3  shall  be
absolute  and  unconditional under any and all circumstances
and  irrespective of the occurrence of any Default or  Event
of  Default  or  any condition precedent whatsoever  or  any
setoff,  counterclaim  or  defense  to  payment  which   the
Borrower  may  have  or have had against the  Administrative
Agent,  any  Bank or any beneficiary of a Letter of  Credit.
The  Borrower  further agrees with the Administrative  Agent
and  the  Banks that the Administrative Agent and the  Banks
(i)  shall  not  be  responsible  for,  and  the  Borrower's
Reimbursement  Obligations under 3.2 shall not  be  affected
by,  among  other  things, the validity  or  genuineness  of
documents  or  of  any endorsements thereon,  even  if  such
documents  should  appear on their face to  conform  to  the
requirements of the Letter of Credit but in fact prove to be
in any or all respects invalid, fraudulent or forged (unless
due to the willful misconduct of the Administrative Agent or
any  other  Banks),  or  any dispute between  or  among  the
Borrower and the beneficiary of any Letter of Credit or  any
financing institution or other party to which any Letter  of
Credit   may  be  transferred  or  any  claims  or  defenses
whatsoever  of the Borrower against the beneficiary  of  any
Letter of Credit or any such transferee, and (ii) shall  not
be  liable for any error, omission, interruption or delay in
transmission, dispatch or delivery of any message or advice,
however transmitted, in connection with any Letter of Credit
except  to the extent of their own willful misconduct.   The
Borrower  agrees  that any action taken or  omitted  by  the
Administrative Agent or any Bank in good faith under  or  in
connection with each Letter of Credit and the related drafts
and  documents shall be binding upon the Borrower and  shall
not   result   in  any  liability  on  the   part   of   the
Administrative  Agent  or  any  Bank  (or  their  respective
affiliates)   to   the  Borrower.   Nothing   herein   shall
constitute  a  waiver by the Borrower of any of  its  rights
against any beneficiary of a Letter of Credit.
     
       Reliance by the Administrative Agent.
     
     To   the   extent  not  inconsistent  with   3.3,   the
Administrative Agent shall be entitled to rely, and shall be
fully  protected  in  relying upon, any  Letter  of  Credit,
draft,  writing,  resolution, notice, consent,  certificate,
affidavit, letter, cablegram, telegram, facsimile, telex  or
teletype   message,  statement,  order  or  other   document
believed  by it in good faith to be genuine and correct  and
to  have  been signed, sent or made by the proper Person  or
Persons  and  upon advice and statements of  legal  counsel,
independent  accountants and other experts selected  by  the
Administrative Agent.
     
       Letter of Credit Fee.
     
     The  Borrower  shall pay a fee (the "Letter  of  Credit
Fee")  equal  to the Applicable L/C Rate for the  number  of
days outstanding on the Maximum Drawing Amount of Letters of
Credit issued hereunder to the Administrative Agent for  the
account of the Banks, to be shared pro-rata by each  of  the
Banks   in   accordance  with  their  respective  Commitment
Percentages.   The  Letter of Credit Fee  shall  be  payable
quarterly  in  arrears  on the first day  of  each  calendar
quarter  for  the  quarter just ended, commencing  April  1,
1997,  and on the Maturity Date.  In addition, the  Borrower
shall  pay  an  issuing fee (the "Issuance  Fee")  equal  to
0.125% per annum on the Maximum Drawing Amount of Letters of
Credit issued hereunder to the Administrative Agent for  its
account,  plus  its  customary  issuance  fee,  payable   in
accordance with customary practice.  The Issuance Fee  shall
be  payable  quarterly in arrears on the first day  of  each
calendar  quarter  for  the quarter just  ended,  commencing
April 1, 1997, and on the Maturity Date.
     
       COMPETITIVE BID LOANS.
     
       The Competitive Bid Option.
     
     In addition to the Syndicated Loans made pursuant to  2
hereof,  the  Borrower  may request  Competitive  Bid  Loans
pursuant  to the terms of this 4.  The Banks may, but  shall
have  no  obligation to, make such offers and  the  Borrower
may, but shall have no obligation to, accept such offers  in
the  manner set forth in this 4.  Notwithstanding any  other
provision  herein  to the contrary, at  no  time  shall  the
aggregate  outstanding principal amount of  Competitive  Bid
Loans  outstanding at any time exceed the sum of  the  Total
Commitment minus the aggregate outstanding principal  amount
of  Syndicated  Loans minus the Maximum  Drawing  Amount  of
Letters  of  Credit  outstanding at such  time.   No  Bank's
funding  of  Competitive Bid Loans shall reduce such  Bank's
obligation  to  lend  its  Commitment  Percentage   of   the
available Total Commitment.
     
       Competitive Bid Notes.
          
          (a)   The obligation of the Borrower to repay  the
     outstanding principal amount of any and all Competitive
     Bid  Loans, plus interest at the applicable Competitive
     Bid  Rate  accrued thereon, shall be evidenced  by  the
     promissory  notes of the Borrower in substantially  the
     form  of  Exhibit  B hereto (each, a  "Competitive  Bid
     Note"),   dated  as  of  the  Closing  Date   (or   the
     syndication   date,  if  later)  and   completed   with
     appropriate insertions.  One Competitive Bid Note shall
     be payable to the order of each Bank in an amount equal
     to $450,000,000, and representing the obligation of the
     Borrower to pay such Bank such principal amounts or, if
     less,  the outstanding principal amount of any and  all
     Competitive Bid Loans made by such Bank, plus  interest
     at  the  applicable Competitive Bid Rate or Competitive
     Bid Margin accrued thereon, as set forth herein.
          
          (b)   The Borrower irrevocably authorizes (i) each
     Bank to make or cause to be made, in connection with  a
     Drawdown  Date of any Competitive Bid Loan  or  at  the
     time  of  receipt of any payment of principal  on  such
     Bank's   Competitive  Bid  Note  in  the  case   of   a
     Competitive Bid Note, an appropriate notation  on  such
     Bank's  records  or on the schedule  attached  to  such
     Bank's  Competitive Bid Note or a continuation of  such
     schedule attached thereto, reflecting the making of the
     Competitive Bid Loan or the receipt of such payment (as
     the  case may be) and may, prior to any transfer  of  a
     Competitive  Bid  Note, endorse  on  the  reverse  side
     thereof the outstanding principal amount of Competitive
     Bid Loans evidenced thereby.  The outstanding amount of
     the  Competitive  Bid Loans set forth  on  such  Bank's
     records  shall be prima facie evidence of the principal
     amount  thereof owing and unpaid to such Bank, but  the
     failure  to  record, or any error in so recording,  any
     such  amount  shall not limit or otherwise  affect  the
     obligations of the Borrower hereunder to make  payments
     of principal of or interest on any Competitive Bid Loan
     when due.
     
         Competitive  Bid  Quote  Request;  Invitation   for
Competitive Bid Quotes.
          
          (a)  When the Borrower wishes to request offers to
     make  Competitive  Bid Loans under  this  4,  it  shall
     transmit  to  the  Administrative  Agent  by  telex  or
     facsimile a Competitive Bid Quote Request substantially
     in  the  form  of Exhibit F hereto (a "Competitive  Bid
     Quote Request") so as to be received no later than 1:00
     p.m.  (Boston  time)  (x) five (5) Eurodollar  Business
     Days  prior to the requested Drawdown Date in the  case
     of  a  LIBOR Competitive Bid Loan (a "LIBOR Competitive
     Bid  Loan")  or (y) one (1) Business Day prior  to  the
     requested  Drawdown  Date in the case  of  an  Absolute
     Competitive  Bid  Loan  (an "Absolute  Competitive  Bid
     Loan"), specifying:
               
               (i)  the requested Drawdown Date (which  must
          be  a  Eurodollar Business Day in the  case  of  a
          LIBOR  Competitive Bid Loan or a Business  Day  in
          the case of an Absolute Competitive Bid Loan);
               
               (ii) the aggregate amount of such Competitive
          Bid  Loans, which shall be $10,000,000  or  larger
          multiples of $1,000,000;
               
               (iii)  the duration of the Interest Period(s)
          applicable  thereto, subject to the provisions  of
          the definition of Interest Period; and
               
               (iv)   whether  the  Competitive  Bid  Quotes
          requested  are  LIBOR  Competitive  Bid  Loans  or
          Absolute Competitive Bid Loans.
     
     The Borrower may request offers to make Competitive Bid
     Loans  for  more than one Interest Period in  a  single
     Competitive Bid Quote Request.  No new Competitive  Bid
     Quote  Request  shall be given until the  Borrower  has
     notified the Administrative Agent of its acceptance  or
     non-acceptance  of the Competitive Bid Quotes  relating
     to any outstanding Competitive Bid Quote Request.
          
          (b)   Promptly  upon receipt of a Competitive  Bid
     Quote  Request and payment by the Borrower of a  $2,000
     auction  fee  to the Administrative Agent for  its  own
     account,  the Administrative Agent shall  send  to  the
     Banks   by   telecopy  or  facsimile  transmission   an
     Invitation for Competitive Bid Quotes substantially  in
     the   form   of  Exhibit  G  hereto  ("Invitation   for
     Competitive  Bid  Quotes"), which shall  constitute  an
     invitation  by  the  Borrower to each  Bank  to  submit
     Competitive Bid Quotes in accordance with this 4.
     
       Alternative Manner of Procedure.
     
     If,  after receipt by the Administrative Agent and each
of  the  Banks of a Competitive Bid Quote Request  from  the
Borrower  in  accordance with 4.3, the Administrative  Agent
or any Bank shall be unable to complete any procedure of the
auction  process  described in 4.5 through  4.6  (inclusive)
due  to  the inability of such Person to transmit or receive
communications  through  the means specified  therein,  such
Person may rely on telephonic notice for the transmission or
receipt  of  such  communications.  In any case  where  such
Person shall rely on telephone transmission or receipt,  any
communication made by telephone shall, as soon  as  possible
thereafter, be followed by written confirmation thereof.
     
       Submission and Contents of Competitive Bid Quotes.
          
          (a)   Each  Bank  may,  but  shall  be  under   no
     obligation   to,   submit  a  Competitive   Bid   Quote
     containing  an offer or offers to make Competitive  Bid
     Loans in response to any Competitive Bid Quote Request.
     Each  Competitive  Bid  Quote  must  comply  with   the
     requirements of this 4.5 and must be submitted  to  the
     Administrative Agent by telex or facsimile transmission
     at  its  offices as specified in or pursuant to 20  not
     later  than  (x) 2:00 p.m. (Boston time) on the  fourth
     Eurodollar Business Day prior to the proposed  Drawdown
     Date,  in the case of a LIBOR Competitive Bid  Loan  or
     (y)  10:00 a.m. (Boston time) on the proposed  Drawdown
     Date,  in the case of an Absolute Competitive Bid Loan,
     provided  that Competitive Bid Quotes may be  submitted
     by  the Administrative Agent in its capacity as a  Bank
     only  if  it submits its Competitive Bid Quote  to  the
     Borrower  not  later than (x) one  hour  prior  to  the
     deadline  for the other Banks, in the case of  a  LIBOR
     Competitive  Bid Loan or (y) 15 minutes  prior  to  the
     deadline  for  the  other Banks,  in  the  case  of  an
     Absolute   Competitive  Bid  Loan.   Subject   to   the
     provisions  of  10 and 11 hereof, any  Competitive  Bid
     Quote  so  made  shall be irrevocable except  with  the
     written  consent of the Administrative Agent  given  on
     the instructions of the Borrower.
          
          (b)   Each  Competitive  Bid  Quote  shall  be  in
     substantially the form of Exhibit H hereto and shall in
     any case specify:
               
               (i)  the proposed Drawdown Date;
               
               (ii)  the principal amount of the Competitive
          Bid  Loan  for which each proposal is being  made,
          which principal amount (w) may be greater than  or
          less than the Commitment of the quoting Bank,  (x)
          must   be   $5,000,000  or  larger  multiples   of
          $1,000,000,  (y)  may  not  exceed  the  aggregate
          principal  amount  of Competitive  Bid  Loans  for
          which offers were requested and (z) may be subject
          to  an  aggregate limitation as to  the  principal
          amount  of Competitive Bid Loans for which  offers
          being made by such quoting Bank may be accepted;
               
               (iii)    the  Interest  Period(s)  for  which
          Competitive Bid Quotes are being submitted;
               
               (iv)  in the case of a LIBOR Competitive  Bid
          Loan,  the  margin above or below  the  applicable
          LIBOR  Rate (the "Competitive Bid Margin") offered
          for each such Competitive Bid Loan, expressed as a
          percentage (specified to the nearest 1/10,000th of
          1%)  to be added to or subtracted from such  LIBOR
          Rate;
               
               (v)   in  the case of an Absolute Competitive
          Bid   Loan,   the  rate  of  interest  per   annum
          (specified to the nearest 1/10,000th of  1%)  (the
          "Competitive  Bid  Rate") offered  for  each  such
          Absolute Competitive Bid Loan; and
               
               (vi)  the identity of the quoting Bank.
     
     A  Competitive  Bid Quote may include up  to  five  (5)
     separate  offers  by the quoting Bank with  respect  to
     each   Interest   Period  specified  in   the   related
     Invitation for Competitive Bid Quotes.
          
          (c)    Any   Competitive  Bid   Quote   shall   be
     disregarded if it:
               
               (i)   is  not  substantially in the  form  of
          Exhibit H hereto;
               
               (ii)   contains  qualifying,  conditional  or
          similar language;
               
               (iii)   proposes  terms  other  than  or   in
          addition  to  those  set forth in  the  applicable
          Invitation for Competitive Bid Quotes; or
               
               (iv)   arrives  after the time set  forth  in
          4.5(a) hereof.
     
       Notice to Borrower.
     
     The  Administrative  Agent shall  promptly  notify  the
Borrower  of  the  terms  (x) of any Competitive  Bid  Quote
submitted by a Bank that is in accordance with 4.5  and  (y)
of  any  Competitive Bid Quote that amends, modifies  or  is
otherwise inconsistent with a previous Competitive Bid Quote
submitted  by such Bank with respect to the same Competitive
Bid  Quote  Request.   Any such subsequent  Competitive  Bid
Quote  shall  be  disregarded by  the  Administrative  Agent
unless  such  subsequent Competitive Bid Quote is  submitted
solely   to   correct  a  manifest  error  in  such   former
Competitive Bid Quote.  The Administrative Agent's notice to
the  Borrower  shall  specify (A)  the  aggregate  principal
amount  of Competitive Bid Loans for which offers have  been
received  for each Interest Period specified in the  related
Competitive Bid Quote Request, (B) the respective  principal
amounts  and  Competitive  Bid Margins  or  Competitive  Bid
Rates,  as the case may be, so offered, and the identity  of
the  respective  Banks submitting such offers,  and  (C)  if
applicable, limitations on the aggregate principal amount of
Competitive  Bid  Loans  for  which  offers  in  any  single
Competitive Bid Quote may be accepted.
     
        Acceptance and Notice by Borrower and Administrative
Agent.
    
    Not  later  than  11:00 a.m. (Boston time)  on  (x)  the
third Eurodollar Business Day prior to the proposed Drawdown
Date, in the case of a LIBOR Competitive Bid Loan or (y) the
proposed   Drawdown  Date,  in  the  case  of  an   Absolute
Competitive  Bid  Loan,  the  Borrower  shall   notify   the
Administrative Agent of its acceptance or non-acceptance  of
each  Competitive  Bid Quote in substantially  the  form  of
Exhibit  I hereto ("Notice of Acceptance of Competitive  Bid
Quote(s)").   The  Borrower may accept any  Competitive  Bid
Quote in whole or in part; provided that:
          
          (i)    the  aggregate  principal  amount  of  each
     Competitive  Bid  Loan  may not exceed  the  applicable
     amount  set forth in the related Competitive Bid  Quote
     Request;
          
          (ii)  acceptance of offers may only be made on the
     basis   of   ascending  Competitive  Bid   Margins   or
     Competitive Bid Rates, as the case may be, and
          
          (iii)  the Borrower may not accept any offer  that
     is  described  in subsection 4.5(c) or  that  otherwise
     fails   to  comply  with  the  requirements   of   this
     Agreement.

The  Administrative Agent shall promptly  notify  each  Bank
which  submitted a Competitive Bid Quote of  the  Borrower's
acceptance or non-acceptance thereof.  At the request of any
Bank  which submitted a Competitive Bid Quote and  with  the
consent  of  the  Borrower,  the Administrative  Agent  will
promptly  notify  all Banks which submitted Competitive  Bid
Quotes of (a) the aggregate principal amount of, and (b) the
range  of  Competitive Bid Rates or Competitive Bid  Margins
of,  the  accepted Competitive Bid Loans for each  requested
Interest Period.
     
       Allocation by Administrative Agent.
     
     If  offers are made by two or more Banks with the  same
Competitive Bid Margin or Competitive Bid Rate, as the  case
may  be,  for a greater aggregate principal amount than  the
amount  in  respect  of which offers are  accepted  for  the
related Interest Period, the principal amount of Competitive
Bid Loans in respect of which such offers are accepted shall
be allocated by the Administrative Agent among such Banks as
nearly as possible (in such multiples of $1,000,000, as  the
Administrative Agent may deem appropriate) in proportion  to
the    aggregate   principal   amounts   of   such   offers.
Determination by the Administrative Agent of the amounts  of
Competitive Bid Loans shall be conclusive in the absence  of
manifest error.
     
       Funding of Competitive Bid Loans.
     
     If, on or prior to the Drawdown Date of any Competitive
Bid  Loan, the Total Commitment has not terminated  in  full
and if, on such Drawdown Date, the applicable conditions  of
10  and  11  hereof are satisfied, the Bank or  Banks  whose
offers  the Borrower has accepted will fund each Competitive
Bid  Loan  so accepted.  Such Bank or Banks will  make  such
Competitive Bid Loans, by crediting the Administrative Agent
for  further credit to the Borrower's specified account with
the Administrative Agent, in immediately available funds not
later than 2:00 p.m. (Boston time) on such Drawdown Date.
     
       Funding Losses.
     
     If,  after  acceptance  of any  Competitive  Bid  Quote
pursuant  to  4,  the  Borrower  (i)  fails  to  borrow  any
Competitive  Bid  Loan  so accepted on  the  date  specified
therefor,  or (ii) repays or prepays the outstanding  amount
of  the  Competitive Bid Loan prior to the last day  of  the
Interest   Period  relating  thereto,  the  Borrower   shall
indemnify  the  Bank making such Competitive  Bid  Quote  or
funding  such  Competitive  Bid Loan  against  any  loss  or
expense   incurred   by  reason  of   the   liquidation   or
reemployment  of  deposits or other funds acquired  by  such
Bank  to  fund or maintain such unborrowed Loans, including,
without limitation compensation as provided in 5.8.
     
       Repayment of Competitive Bid Loans; Interest.
     
     The principal of each Competitive Bid Loan shall become
absolutely due and payable by the Borrower on the  last  day
of  the  Interest Period relating thereto, and the  Borrower
hereby absolutely and unconditionally promises to pay to the
Administrative  Agent for the account of the relevant  Banks
at  or before 1:00 p.m. (Boston time) on the last day of the
Interest  Periods relating thereto the principal  amount  of
all such Competitive Bid Loans, plus interest thereon at the
applicable Competitive Bid Rates or Competitive Bid Margins,
as  the  case may be.  The Competitive Bid Loans shall  bear
interest  at the rate per annum specified in the  applicable
Competitive  Bid  Quotes.  Interest on the  Competitive  Bid
Loans shall be payable (a) on the last day of the applicable
Interest Periods, and if any such Interest Period is  longer
than  three  (3) months, also on the last day of  the  third
month  following  the commencement of such Interest  Period,
and  (b) on the Maturity Date for all Loans.  Subject to the
terms  of  this Agreement, the Borrower may make Competitive
Bid  Quote  Requests with respect to new borrowings  of  any
amounts so repaid prior to the Maturity Date.
     
        PROVISIONS  RELATING  TO ALL LOANS  AND  LETTERS  OF
CREDIT.
     
       Payments.
          
          (a)    All   payments   of  principal,   interest,
     Reimbursement   Obligations,  fees  (other   than   the
     Issuance  Fee) and any other amounts due  hereunder  or
     under any of the other Loan Documents shall be made  to
     the  Administrative Agent, received at its Head  Office
     in  immediately available funds by 11:00  a.m.  (Boston
     time) on any due date.  If a payment is received by the
     Administrative  Agent from the Borrower  at  or  before
     1:00  p.m.  (Boston  time) on  any  Business  Day,  the
     Administrative  Agent shall on the  same  Business  Day
     transfer in immediately available funds to (1) each  of
     the  Banks,  their pro-rata portion of such payment  in
     accordance    with    their    respective    Commitment
     Percentages,  in the case of payments with  respect  to
     Syndicated  Loans, and (2) the appropriate Bank(s),  in
     the  case  of payments with respect to Competitive  Bid
     Loans.    If   such   payment  is   received   by   the
     Administrative Agent after 1:00 p.m. (Boston  time)  on
     any  Business Day, such transfer shall be made  by  the
     Administrative Agent to the Banks on the next  Business
     Day.   In the event that the Administrative Agent fails
     to  make such transfer to any Bank as set forth  above,
     the  Administrative Agent shall pay  to  such  Bank  on
     demand  an  amount  equal to the  product  of  (i)  the
     average, computed for the period referred to in  clause
     (iii) below, of the weighted average interest rate paid
     by  such  Bank for federal funds acquired by such  Bank
     during each day included in such period, times (ii) the
     amount  (A)  equal to such Bank's Commitment Percentage
     of such payment in the case of payments with respect to
     Syndicated Loans, or (B) of such payment to which  such
     Bank  is  entitled in the case of payments with respect
     to  Competitive Bid Loans, times (iii) a fraction,  the
     numerator  of which is the number of days  that  elapse
     from and including the date of payment to and including
     the  date  on which the amount due to such  Bank  shall
     become  immediately  available to such  Bank,  and  the
     denominator of which is 365.
          
          (b)   All  payments by the Borrower hereunder  and
     under  any  of the other Loan Documents shall  be  made
     without setoff or counterclaim (and the Borrower hereby
     expressly waives any such rights) and free and clear of
     and  without deduction for any taxes, levies,  imposts,
     duties,   charges,   fees,  deductions,   withholdings,
     compulsory  loans,  restrictions or conditions  of  any
     nature  now  or  hereafter imposed  or  levied  by  any
     jurisdiction  or any political subdivision  thereof  or
     taxing  or other authority therein unless the  Borrower
     is   compelled  by  law  to  make  such  deduction   or
     withholding.   If any such obligation is  imposed  upon
     the  Borrower with respect to any amount payable by  it
     hereunder or under any of the other Loan Documents, the
     Borrower will pay to the Administrative Agent  for  the
     account  of  the  Banks (or as the  case  may  be,  the
     Administrative Agent) on the date on which such  amount
     is  due and payable hereunder or under such other  Loan
     Document, such additional amount in Dollars as shall be
     necessary  to  enable the Banks or  the  Administrative
     Agent to receive the same net amount which the Banks or
     the  Administrative Agent would have received  on  such
     due  date had no such obligation been imposed upon  the
     Borrower.   The Borrower will deliver promptly  to  the
     Administrative  Agent  certificates  or   other   valid
     vouchers  for all taxes or other charges deducted  from
     or  paid  with respect to payments made by the Borrower
     hereunder or under such other Loan Document.
          
          (c)   Each  Bank  that  is  not  incorporated   or
     organized  under  the  laws of  the  United  States  of
     America  or a state thereof or the District of Columbia
     (a  "Non-U.S.  Bank") agrees that, prior to  the  first
     date  on  which any payment is due to it hereunder,  it
     will  deliver  to  the Borrower and the  Administrative
     Agent  two  duly  completed  copies  of  United  States
     Internal Revenue Service Form 1001 or 4224 or successor
     applicable form, as the case may be, certifying in each
     case  that  such Non-U.S. Bank is entitled  to  receive
     payments under this Agreement and the Notes payable  to
     it,  without  deduction or withholding  of  any  United
     States  federal income taxes.  Each Non-U.S. Bank  that
     so  delivers  a  Form  1001 or  4224  pursuant  to  the
     preceding  sentence further undertakes  to  deliver  to
     each  of the Borrower and the Administrative Agent  two
     further  copies  of  Form 1001  or  4224  or  successor
     applicable  form, or other manner of certification,  as
     the  case  may be, on or before the date that any  such
     letter or form expires or becomes obsolete or after the
     occurrence of any event requiring a change in the  most
     recent form previously delivered by it to the Borrower,
     and   such  extensions  or  renewals  thereof  as   may
     reasonably be requested by the Borrower, certifying  in
     the case of a Form 1001 or 4224 that such Non-U.S. Bank
     is  entitled  to receive payments under this  Agreement
     and  the Notes without deduction or withholding of  any
     United States federal income taxes, unless in any  such
     case  an  event  (including,  without  limitation,  any
     change in treaty, law or regulation) has occurred prior
     to  the date on which any such delivery would otherwise
     be  required  which renders all such forms inapplicable
     or  which  would prevent such Non-U.S. Bank  from  duly
     completing and delivering any such form with respect to
     it  and such Non-U.S. Bank advises the Borrower that it
     is  not  capable  of  receiving  payments  without  any
     deduction  or  withholding  of  United  States  federal
     income tax.
          
          (d)  The Borrower shall not be required to pay any
     additional  amounts to any Non-U.S. Bank in respect  of
     United  States  Federal  withholding  tax  pursuant  to
     paragraph  (b)  above  to  the  extent  that  (i)   the
     obligation to withhold amounts with respect  to  United
     States Federal withholding tax existed on the date such
     Non-U.S.  Bank became a party to this Credit  Agreement
     or,  with  respect  to payments to a different  lending
     office   designated  by  the  Non-U.S.  Bank   as   its
     applicable lending office (a "New Lending Office"), the
     date  such  Non-U.S. Bank designated such  New  Lending
     Office with respect to a Loan; provided, however,  that
     this  clause  (i) shall not apply to any transferee  or
     New  Lending  Office  as  a result  of  an  assignment,
     transfer  or  designation made at the  request  of  the
     Borrower;  and  provided further,  however,  that  this
     clause  (i) shall not apply to the extent the indemnity
     payment  or additional amounts any transferee, or  Bank
     through  a  New  Lending Office, would be  entitled  to
     receive without regard to this clause (i) do not exceed
     the  indemnity payment or additional amounts  that  the
     Person  making  the  assignment  or  transfer  to  such
     transferee, or Bank making the designation of such  New
     Lending Office, would have been entitled to receive  in
     the   absence   of   such   assignment,   transfer   or
     designation;  or  (ii)  the  obligation  to  pay   such
     additional  amounts would not have  arisen  but  for  a
     failure  by  such  Non-U.S. Bank  to  comply  with  the
     provisions of paragraph (c) above.
          
          (e)   Notwithstanding  the  foregoing,  each  Bank
     agrees to use reasonable efforts (consistent with legal
     and  regulatory  restrictions) to  change  its  lending
     office  to  avoid or to minimize any amounts  otherwise
     payable under paragraph (b) in each case solely if such
     change  can be made in a manner so that such  Bank,  in
     its  sole determination, suffers no legal, economic  or
     regulatory disadvantage.
     
       Mandatory Repayments of the Loans.
     
     If at any time the outstanding amount of the Loans plus
the  Maximum  Drawing Amount of all outstanding  Letters  of
Credit exceeds the Total Commitment whether by reduction  of
the  Total Commitment or otherwise, then the Borrower  shall
immediately   pay  the  amount  of  such   excess   to   the
Administrative Agent (a) for application to the  Loans  (for
application  first to Syndicated Loans, then to  Competitive
Bid Loans, and subject to 5.8), or (b) if no Loans shall  be
outstanding, to be held by the Administrative Agent for  the
benefit of the Banks as collateral security for such  excess
Maximum  Drawing  Amount; provided,  however,  that  if  the
amount  of cash collateral held by the Administrative  Agent
pursuant  to  this  5.2 exceeds the Maximum  Drawing  Amount
required  to  be  collateralized  from  time  to  time,  the
Administrative  Agent  shall  return  such  excess  to   the
Borrower.
     
       Computations.
     
     All computations of interest, Letter of Credit Fees  or
other fees shall be based on a 360-day year and paid for the
actual  number of days elapsed, except that computations  of
the  Base Rate shall be based on a 365 day year and paid for
the  actual  number  of days elapsed.   Whenever  a  payment
hereunder  or under any of the other Loan Documents  becomes
due  on  a day that is not a Business Day, the due date  for
such  payment  shall  be  extended to  the  next  succeeding
Business   Day,  and  interest  shall  accrue  during   such
extension;  provided that for any Interest  Period  for  any
Eurodollar Loan if such next succeeding Business  Day  falls
in  the next succeeding calendar month or after the Maturity
Date,  it  shall  be  deemed to end on  the  next  preceding
Business Day.
     
         Illegality;   Inability  to  Determine   Eurodollar
Rate.
          
          (a)  Notwithstanding any other provision  of  this
     Agreement,  if the introduction of, any change  in,  or
     any  change  in  the  interpretation  of,  any  law  or
     regulation  applicable  to  any  Bank  shall  make   it
     unlawful  for  any Bank to make or maintain  Eurodollar
     Loans,  such Bank shall forthwith give notice  of  such
     circumstances  to  the Borrower and the  Administrative
     Agent and thereupon (i) the commitment of such Bank  to
     make  Eurodollar Loans or convert Base  Rate  Loans  to
     Eurodollar Loans shall forthwith be suspended and  (ii)
     such Bank's outstanding Eurodollar Loans, if any, shall
     be  converted automatically to Base Rate Loans  on  the
     last  day  of each Interest Period applicable  to  such
     Eurodollar  Loans  or  such  earlier  date  as  may  be
     required  by law.  The Borrower hereby agrees  promptly
     to pay the Administrative Agent for the account of such
     Bank,  upon demand by such Bank, any additional amounts
     necessary  to  compensate  such  Bank  for  any   costs
     incurred  by  such  Bank in making  any  conversion  in
     accordance  with  this 5.4, including any  interest  or
     fees  payable by such Bank to lenders of funds obtained
     by it in order to make or maintain its Eurodollar Loans
     hereunder.
          
          (b) In the event, prior to the commencement of any
     Interest  Period relating to any Eurodollar  Loan,  the
     Administrative  Agent  shall  determine  or  shall   be
     notified  by  the  Majority  Banks  that  adequate  and
     reasonable  methods do not exist for  ascertaining  the
     Eurodollar  Rate that would otherwise be applicable  to
     any  Eurodollar Loan during such Interest  Period,  the
     Administrative  Agent shall forthwith  give  notice  of
     such  determination  (which  shall  be  conclusive  and
     binding  on the Borrower and the Banks) to the Borrower
     and  the  Banks.   In such event (i)  any  request  for
     Eurodollar Loans hereunder or request to convert a Base
     Rate  Loan  to a Eurodollar Loan shall be automatically
     withdrawn and shall be deemed a request for a Base Rate
     Loan, (ii) each Eurodollar Loan will automatically,  on
     the  last  day  of  the  then current  Interest  Period
     thereof,  become  a  Base  Rate  Loan,  and  (iii)  the
     obligations of the Banks to make Eurodollar Loans shall
     be  suspended  until the Administrative  Agent  or  the
     Majority  Banks  (as  applicable)  determine  that  the
     circumstances giving rise to such suspension no  longer
     exist,  whereupon  the  Administrative  Agent,  or  the
     Administrative  Agent  upon  the  instruction  of   the
     Majority Banks, as the case may be, shall so notify the
     Borrower and the Banks.
     
       Additional Costs, Etc.
     
     If  any change in present applicable law or adoption of
any  applicable  law  after the date hereof  (including,  in
either   case,  without  limitation,  statutes,  rules   and
regulations  thereunder and interpretations thereof  by  any
competent  court or by any governmental or other  regulatory
body  or  official  charged with the administration  or  the
interpretation    thereof    and    requests,    directives,
instructions  and notices at any time or from time  to  time
hereafter made upon or otherwise issued to any Bank  by  any
central  bank or other fiscal, monetary or other  authority,
whether or not having the force of law) shall:
          
          (a)   subject such Bank to any tax, levy,  impost,
     duty,  charge,  fee,  deduction or withholding  of  any
     nature  with respect to this Agreement, the other  Loan
     Documents, such Bank's Commitment, or the Loans  (other
     than  taxes  based upon or measured by  the  income  or
     profits of such Bank imposed by the jurisdiction of its
     incorporation or organization, or the location  of  its
     lending  office,  hereinafter referred  to  as  "Income
     Taxes"); or
          
          (b)   materially  change  the  basis  of  taxation
     (except  for  changes in Income Taxes) of  payments  to
     such  Bank of the principal or of the interest  on  any
     Loans  or any other amounts payable to such Bank  under
     this Agreement or the other Loan Documents; or
          
          (c)   except  as provided in 5.6 or  as  otherwise
     reflected in the Base Rate, the Eurodollar Rate, or the
     Competitive  Bid  Rate, impose or  increase  or  render
     applicable  (other  than  to  the  extent  specifically
     provided  for elsewhere in this Agreement) any  special
     deposit,   reserve,   assessment,  liquidity,   capital
     adequacy or other similar requirements (whether or  not
     having  the  force of law) against assets held  by,  or
     deposits  in  or for the account of, or  loans  by,  or
     commitments of, an office of any Bank with  respect  to
     this   Agreement,   the  other  Loan   Documents,   the
     Commitment, or the Loans; or
          
          (d)   impose on such Bank any other conditions  or
     requirements with respect to this Agreement, the  other
     Loan  Documents, the Loans, such Bank's Commitment,  or
     any  class of loans or commitments of which any of  the
     Loans  or such Bank's Commitment forms a part, and  the
     result of any of the foregoing is
               
               (i)   to  increase the cost to such  Bank  of
          making,  funding, issuing, renewing, extending  or
          maintaining  the Loans or such Bank's  Commitment,
          or issuing or participating in Letters of Credit;
               
               (ii)  to  reduce  the  amount  of  principal,
          interest  or  other amount payable  to  such  Bank
          hereunder on account of such Bank's Commitment  or
          the Loans;
               
               (iii)      to  require such Bank to make  any
          payment  or  to forego any interest or  other  sum
          payable hereunder, the amount of which payment  or
          foregone  interest or other sum is  calculated  by
          reference   to  the  gross  amount  of   any   sum
          receivable  or deemed received by such  Bank  from
          the Borrower hereunder,
          
          then,  and  in each such case, the Borrower  will,
     upon demand made by such Bank at any time and from time
     to  time  as often as the occasion therefore may  arise
     (which  demand  shall  be accompanied  by  a  statement
     setting  forth the basis of such demand which shall  be
     conclusive  absent manifest error), pay such reasonable
     additional  amounts as will be sufficient to compensate
     such Bank for such additional costs, reduction, payment
     or foregone interest or other sum.
     
       Capital Adequacy.
     
     If  any Bank shall have determined that, after the date
hereof,  the  adoption  of  any  applicable  law,  rule   or
regulation regarding capital adequacy, or any change in  any
such  law,  rule,  or  regulation,  or  any  change  in  the
interpretation or administration thereof by any governmental
authority,  central bank or comparable agency  charged  with
the interpretation or administration thereof, or any request
or  directive  regarding capital adequacy  (whether  or  not
having the force of law) of any such authority, central bank
or  comparable  agency,  has or would  have  the  effect  of
reducing the rate of return on capital of such Bank (or  any
corporation controlling such Bank) as a consequence of  such
Bank's  obligations hereunder to a level  below  that  which
such  Bank (or any corporation controlling such Bank)  could
have  achieved  but  for such adoption, change,  request  or
directive  (taking  into  consideration  its  policies  with
respect  to  capital adequacy) by an amount deemed  by  such
Bank  to be material, then from time to time, within 15 days
after  demand by such Bank, the Borrower shall pay  to  such
Bank  such  additional amount or amounts as  will,  in  such
Bank's reasonable determination, fairly compensate such Bank
(or   any  corporation  controlling  such  Bank)  for   such
reduction.   Each  Bank shall allocate such  cost  increases
among its customers in good faith and on an equitable basis.
     
       Certificate.
     
     A  certificate  setting  forth the  additional  amounts
payable  pursuant  to  5.4, 5.5  or  5.6  and  a  reasonable
explanation of such amounts which are due, submitted by  any
Bank  to  the Borrower, shall be conclusive, absent manifest
error, that such amounts are due and owing.
     
       Eurodollar and Competitive Bid Indemnity.
     
     The  Borrower  agrees to indemnify each  Bank  and  the
Administrative  Agent  and to hold them  harmless  from  and
against  any reasonable loss, cost or expense that any  Bank
and  the  Administrative Agent may sustain  or  incur  as  a
consequence of (a) the default by the Borrower in payment of
the  principal  amount of or any interest on any  Eurodollar
Loans  or Competitive Bid Loans as and when due and payable,
including any such loss or expense arising from interest  or
fees  payable  by  any Bank or the Administrative  Agent  to
lenders  of  funds obtained by it in order to  maintain  its
Eurodollar  Loans or Competitive Bid Loans, (b) the  default
by  the Borrower in making a borrowing of a Eurodollar  Loan
or  Competitive Bid Loan or conversion of a Eurodollar  Loan
or  a  prepayment  of a Eurodollar or Competitive  Bid  Loan
other  than  on an Interest Payment Date after the  Borrower
has  given  (or  is deemed to have given) a Syndicated  Loan
Request,  a  notice pursuant to 2.7, a Notice of  Acceptance
of  Competitive Bid Quote(s), or a notice pursuant to  2.10,
as  the case may be, and (c) the making of any payment of  a
Eurodollar  Loan or Competitive Bid Loan, or the  making  of
any conversion of any Eurodollar Loan to a Base Rate Loan on
a  day  that is not the last day of the applicable  Interest
Period  with  respect  thereto.   Such  loss  or  reasonable
expense shall include an amount equal to the excess, if any,
as  reasonably determined by each Bank of (i)  its  cost  of
obtaining the funds for (A) the Eurodollar Loan being  paid,
prepaid, converted, not converted, or not borrowed,  as  the
case  may  be  (based on the Eurodollar Rate),  or  (B)  the
Competitive  Bid Loan being paid, prepaid, or not  borrowed,
as  the case may be (based on the Competitive Bid Rate)  for
the  period  from  the  date  of such  payment,  prepayment,
conversion,  or failure to borrow  or convert, as  the  case
may be, to the last day of the Interest Period for such Loan
(or, in the case of a failure to borrow, the Interest Period
for  the Loan which would have commenced on the date of such
failure  to  borrow) over (ii) the amount  of  interest  (as
reasonably  determined by such Bank) that would be  realized
by  such  Bank  in reemploying the funds so  paid,  prepaid,
converted, or not borrowed, converted, or prepaid  for  such
period  or  Interest  Period, as  the  case  may  be,  which
determinations shall be conclusive absent manifest error.
     
       Interest on Overdue Amounts.
     
     Overdue  principal  and  (to the  extent  permitted  by
applicable law) interest on the Loans and all other  overdue
amounts  payable hereunder or under any of  the  other  Loan
Documents shall bear interest compounded monthly and payable
on demand at a rate per annum equal to the Base Rate plus 2%
until  such amount shall be paid in full (after as  well  as
before judgment).
     
       Interest Limitation.
     
     Notwithstanding any other term of this Agreement or the
Notes,  any  other  Loan  Document  or  any  other  document
referred  to   herein  or  therein, the  maximum  amount  of
interest  which  may  be charged to or  collected  from  any
person liable hereunder or under the Notes by any Bank shall
be  absolutely limited to, and shall in no event exceed, the
maximum  amount of interest which could lawfully be  charged
or  collected by such Bank under applicable laws (including,
to  the  extent applicable, the provisions of  5197  of  the
Revised  Statutes  of  the  United  States  of  America,  as
amended, 12 U.S.C. 85, as amended).
     
       Reasonable Efforts to Mitigate.
     
     Each  Bank agrees that as promptly as practicable after
it  becomes  aware  of the occurrence of  an  event  or  the
existence of a condition that would cause it to be  affected
under  5.4,  5.5 or 5.6, such Bank will give notice  thereof
to  the  Borrower, with a copy to the Administrative  Agent,
and,  to  the  extent so requested by the Borrower  and  not
inconsistent with such Bank's internal policies,  such  Bank
shall  use reasonable efforts and take such actions  as  are
reasonably appropriate if as a result thereof the additional
moneys which would otherwise be required to be paid to  such
Bank  pursuant  to  such  subsections  would  be  materially
reduced,  or  the illegality or other adverse  circumstances
which would otherwise require a conversion of such Loans  or
result in the inability to make such Loans pursuant to  such
sections  would  cease to exist, and in  each  case  if,  as
determined  by such Bank in its sole discretion, the  taking
such  actions would not adversely affect such Loans or  such
Bank or otherwise be disadvantageous to such Bank.
     
       Replacement of Banks.
     
     If  any Bank (an "Affected Bank") (i) makes demand upon
the  Borrower for (or if Borrower is otherwise  required  to
pay)  amounts  pursuant to 5.5 or 5.6,  (ii)  is  unable  to
make or maintain Eurodollar Loans as a result of a condition
described  in  5.4  or (iii) defaults in its  obligation  to
make  Loans  in accordance with the terms of this  Agreement
(such  Bank  being referred to as a "Defaulting Bank"),  the
Borrower  may,  within 90 days of receipt  of  such  demand,
notice  (or  the occurrence of such other event causing  the
Borrower to be required to pay such compensation or  causing
5.4  to  be applicable), or default, as the case may be,  by
notice   (a   "Replacement  Notice")  in  writing   to   the
Administrative Agent and such Affected Bank (A) request  the
Affected Bank to cooperate with the Borrower in obtaining  a
replacement  bank  satisfactory to the Administrative  Agent
and  the Borrower (the "Replacement Bank"); (B) request  the
non-Affected Banks to acquire and assume all of the Affected
Bank's Loans and Commitment, as provided herein, but none of
such  Banks  shall be under an obligation to do so;  or  (C)
designate a Replacement Bank reasonably satisfactory to  the
Administrative Agent.  If any satisfactory Replacement  Bank
shall  be  obtained,  and/or any of the  non-Affected  Banks
shall agree to acquire and assume all of the Affected Bank's
Loans and Commitment, then such Affected Bank shall, so long
as   no  Event  of  Default  shall  have  occurred  and   be
continuing,  assign,  in accordance  with  18,  all  of  its
Commitment,  Loans, Notes and other rights  and  obligations
under  this Agreement and all other Loan Documents  to  such
Replacement Bank or non-Affected Banks, as the case may  be,
in  exchange for payment of the principal amount so assigned
and all interest and fees accrued on the amount so assigned,
plus  all  other  Obligations then due and  payable  to  the
Affected  Bank; provided, however, that (i) such  assignment
shall  be  without recourse, representation or warranty  and
shall be on terms and conditions reasonably satisfactory  to
such  Affected  Bank and such Replacement Bank  and/or  non-
Affected  Banks, as the case may be, and (ii) prior  to  any
such  assignment,  the  Borrower shall  have  paid  to  such
Affected Bank all amounts properly demanded and unreimbursed
under  5.4,  5.5, 5.6 and 5.8.  Upon the effective  date  of
such  assignment, the Borrower shall issue replacement Notes
to  such Replacement Bank and/or non-Affected Banks, as  the
case may be, and such institution shall become a "Bank"  for
all  purposes  under  this  Agreement  and  the  other  Loan
Documents.
     
       Advances by Administrative Agent.
     
     The  Administrative Agent may (unless earlier  notified
to  the contrary by any Bank by 12:00 noon (Boston time) one
(1)  Business  Day prior to any Drawdown Date)  assume  that
each Bank has made available (or will before the end of such
Business Day make available) to the Administrative Agent the
amount of such Bank's Commitment Percentage with respect  to
the  Syndicated  Loan (or, in the case  of  Competitive  Bid
Loans,  the  amount  of  such  Bank's  accepted  offers   of
Competitive  Bid Loans, if any) to be made on such  Drawdown
Date,  and  the Administrative Agent may (but shall  not  be
required  to),  in  reliance  upon  such  assumption,   make
available  to the Borrower a corresponding amount.   If  any
Bank makes such amount available to the Administrative Agent
on  a date after such Drawdown Date, such Bank shall pay the
Administrative  Agent  on demand  an  amount  equal  to  the
product of (i) the average, computed for the period referred
to  in  clause  (iii) below, of the weighted average  annual
interest  rate paid by the Administrative Agent for  federal
funds  acquired by the Administrative Agent during each  day
included in such period times (ii) the amount equal to  such
Bank's Commitment Percentage of such Syndicated Loan (or, in
the  case  of  a  Competitive Bid Loan, the amount  of  such
Bank's accepted offer of such Competitive Bid Loan, if any),
times (iii) a fraction, the numerator of which is the number
of days that elapse from and including such Drawdown Date to
but not including the date on which the amount equal to such
Bank's Commitment Percentage of such Syndicated Loan, or the
amount  of  such Bank's accepted offers of such  Competitive
Bid   Loan,  shall  become  immediately  available  to   the
Administrative Agent, and the denominator of which  is  365.
A  statement of the Administrative Agent submitted  to  such
Bank  with respect to any amounts owing under this paragraph
shall be prima facie evidence of the amount due and owing to
the  Administrative Agent by such Bank.  If such  amount  is
not  in  fact made available to the Administrative Agent  by
such  Bank  within three (3) Business Days of such  Drawdown
Date,  the Administrative Agent shall be entitled  to  debit
the  Borrower's  accounts to recover such  amount  from  the
Borrower, with interest thereon at the applicable  rate  per
annum.
     
       REPRESENTATIONS AND WARRANTIES.
     
     The Borrower represents and warrants to the Banks that:
     
       Corporate Authority.
          
          (a)   Incorporation; Good Standing.  The  Borrower
     and  each of its Subsidiaries (i) is a corporation duly
     organized, validly existing and in good standing  under
     the   laws   of   its   respective   jurisdiction    of
     incorporation,  (ii) has all requisite corporate  power
     to  own  its property and conduct its business  as  now
     conducted and as presently contemplated, and  (iii)  is
     in  good standing as a foreign corporation and is  duly
     authorized to do business in each jurisdiction in which
     its  property  or  business as presently  conducted  or
     contemplated makes such qualification necessary, except
     where  a  failure to be so qualified would not  have  a
     material  adverse  effect on the  business,  assets  or
     financial   condition   of   the   Borrower   and   its
     Subsidiaries as a whole.
          
          (b)   Authorization.  The execution, delivery  and
     performance  of the Loan Documents and the transactions
     contemplated  hereby and thereby  (i)  are  within  the
     corporate  authority of the Borrower,  (ii)  have  been
     duly  authorized by all necessary corporate proceedings
     on the part of the Borrower, (iii) do not conflict with
     or  result  in  any  breach  or  contravention  of  any
     provision of law, statute, rule or regulation to  which
     the  Borrower  or  any Subsidiary  is  subject  or  any
     judgment,  order, writ, injunction, license  or  permit
     applicable to the Borrower or any Subsidiary so  as  to
     materially adversely affect the assets, business or any
     activity  of  the  Borrower and its Subsidiaries  as  a
     whole,  and (iv) do not conflict with any provision  of
     the  corporate charter or bylaws of the Borrower or any
     Subsidiary or any agreement or other instrument binding
     upon the Borrower or any of its Subsidiaries.
          
          (c)  Enforceability.   The execution, delivery and
     performance of the Loan Documents by the Borrower  will
     result in valid and legally binding obligations of  the
     Borrower enforceable against it in accordance with  the
     respective  terms  and provisions hereof  and  thereof,
     except  as  enforceability is  limited  by  bankruptcy,
     insolvency,  reorganization, moratorium or  other  laws
     relating  to or affecting generally the enforcement  of
     creditors   rights  and  except  to  the  extent   that
     availability  of the remedy of specific performance  or
     injunctive relief is subject to the discretion  of  the
     court  before  which  any proceeding  therefor  may  be
     brought.
     
       Governmental Approvals.
     
     The  execution, delivery and performance  of  the  Loan
Documents  by  the  Borrower and  the  consummation  by  the
Borrower of the transactions contemplated hereby and thereby
do  not require any approval or consent of, or filing  with,
any  governmental  agency  or  authority  other  than  those
already obtained and those required after the date hereof in
connection   with  the  Borrower's  and  its   Subsidiaries'
performance  of their covenants contained  in  7,  8  and  9
hereof.
     
       Title to Properties; Leases.
     
     The Borrower and its Subsidiaries own all of the assets
reflected  in  the  consolidated balance  sheet  as  at  the
Balance  Sheet  Date  or acquired since  that  date  (except
property and assets operated under capital leases or sold or
otherwise  disposed  of in the ordinary course  of  business
since  that  date),  subject  to no  mortgages,  capitalized
leases,   conditional  sales  agreements,  title   retention
agreements,  liens  or other encumbrances  except  Permitted
Liens.
     
       Financial Statements; Solvency.
          
          (a)   There  has been furnished to the  Banks  (i)
     audited  consolidated  financial  statements   of   the
     Borrower  and its Subsidiaries dated the Balance  Sheet
     Date, (ii) estimated pro forma financial statements  of
     the  Borrower  and its Subsidiaries, and Amicon,  dated
     January  11,  1997  and  (iii) forecasted  consolidated
     financial  statements  taking into  account  the  Tylan
     Merger dated January 11, 1997.  All said balance sheets
     and  statements  of operations have  been  prepared  in
     accordance with GAAP (but, in the case of any  of  such
     financial statements which are unaudited, only  to  the
     extent   GAAP   is  applicable  to  interim   unaudited
     reports), fairly present the financial condition of the
     Borrower and its Subsidiaries or, to the best knowledge
     of  the  Borrower  after  due inquiry,  Tylan  and  its
     Subsidiaries,  as  the case may be, on  a  consolidated
     basis, as at the close of business on the dates thereof
     and  the  results  of operations for the  periods  then
     ended,  subject,  in  the  case  of  unaudited  interim
     financial  statements, to changes resulting from  audit
     and  normal year-end adjustments and to the absence  of
     complete    footnotes.    There   are   no   contingent
     liabilities of the Borrower and its Subsidiaries, or of
     Tylan  and its Subsidiaries involving material amounts,
     known  to the officers of the Borrower, which have  not
     been  disclosed in said balance sheets and the  related
     notes thereto or otherwise in writing to the Banks.
          
          (b)   The  Borrower  and  its  Subsidiaries  on  a
     consolidated basis (both before and after giving effect
     to  the  transactions contemplated  by  this  Agreement
     including the Tylan Tender Offer and the Tylan  Merger)
     are  and will be solvent (i.e., they have assets having
     a  fair  value in excess of the amount required to  pay
     their  probable liabilities on their existing debts  as
     they  become absolute and matured) and have, and expect
     to  have, the ability to pay their debts from  time  to
     time  incurred  in connection therewith as  such  debts
     mature.
     
       No Material Changes, Etc.
     
     Since  the  Balance  Sheet Date, in  the  case  of  the
Borrower and its Subsidiaries, and since December 31,  1995,
in  the  case of Amicon, and, to the best knowledge  of  the
Borrower after due inquiry, since October 31, 1996,  in  the
case  of Tylan and its Subsidiaries, there have occurred  no
material  adverse  changes  in  the  consolidated  financial
condition,  business  or  assets of  the  Borrower  and  its
Subsidiaries, or Tylan and its Subsidiaries, taken together,
as  shown on or reflected in the consolidated balance sheets
of  the  Borrower  and its Subsidiaries, or  Tylan  and  its
Subsidiaries,  as at the respective Balance  Sheet  Date  or
October   31,  1996,  as  applicable,  or  the  consolidated
statements  of income for the period then ended  other  than
changes  in the ordinary course of business which  have  not
had  any material adverse effect either individually  or  in
the aggregate on the financial condition, business or assets
of  the  Borrower  and its Subsidiaries, or  Tylan  and  its
Subsidiaries, taken together.  Since the Balance Sheet Date,
in the case of the Borrower and its Subsidiaries and, to the
best  knowledge  of  the Borrower after due  inquiry,  since
October  31, 1996 in the case of Tylan and its Subsidiaries,
there   have   not   been   any   Distributions   (including
Distributions made by Tylan) other than as permitted by  8.4
hereof.   The  parties agree that any charges identified  in
sections  (e),  (f),  and (g) in the  definition  of  EBITDA
related to the Amicon Acquisition and the Tylan Merger shall
not be deemed to be material adverse changes.
     
       Franchises, Patents, Copyrights, Etc.
     
     The Borrower and each of its Subsidiaries possesses all
franchises,  patents, copyrights, trademarks,  trade  names,
licenses  and  permits,  and  rights  in  respect   of   the
foregoing,   adequate  for  the  conduct  of  its   business
substantially as now conducted (other than those the absence
of  which  would not have a material adverse effect  on  the
business, operations or financial condition of the  Borrower
and its Subsidiaries as a whole) without known conflict with
any  rights of others other than a conflict which would  not
have  a  material adverse effect on the financial condition,
business or assets of the Borrower and its Subsidiaries as a
whole.
     
       Litigation.
          
          (a)   Except  as set forth on Schedule 6.7,  there
     are no actions, suits, proceedings or investigations of
     any  kind  pending or, to the knowledge of the Borrower
     or  any  of  its Subsidiaries, threatened  against  the
     Borrower  or any of its Subsidiaries before any  court,
     tribunal  or  administrative  agency  or  board  which,
     either   in  any  case  or  in  the  aggregate,   could
     reasonably  be  expected  to have  a  material  adverse
     effect  on the financial condition, business, or assets
     of  the Borrower and its Subsidiaries, considered as  a
     whole,  or materially impair the right of the  Borrower
     and  its Subsidiaries, considered as a whole, to  carry
     on  business substantially as now conducted, or  result
     in  any substantial liability not adequately covered by
     insurance,  or  for  which adequate  reserves  are  not
     maintained on the consolidated balance sheet  or  which
     question  the validity of any of the Loan Documents  to
     which  the  Borrower or any of its  Subsidiaries  is  a
     party,  or  any  action taken or to be  taken  pursuant
     hereto or thereto.
          
          (b)   Except as set forth in Schedule 6.7  hereto,
     there   are   no   actions,   suits,   proceedings   or
     investigations of any kind pending or, to the knowledge
     of the Borrower or any of its Subsidiaries, threatened,
     before any court, tribunal or administrative agency  or
     board  which  contest the validity of the Tylan  Tender
     Offer or the Tylan Merger.
     
       Compliance With Other Instruments, Laws, Etc.
     
     Neither the Borrower nor any of its Subsidiaries is (a)
violating any provision of its charter documents or  by-laws
or  (b) any agreement or instrument by which any of them may
be  subject  or  by  which  any of  them  or  any  of  their
properties  may be bound or any decree, order, judgment,  or
any  statute, license, rule or regulation, in a manner which
could  (in  the case of such agreements or such instruments)
reasonably  be  expected  to result  in  the  imposition  of
substantial penalties or materially and adversely affect the
financial  condition,  business or  assets  of  any  of  the
Borrower and its Subsidiaries, considered as a whole.
     
       Tax Status.
     
     The  Borrower  and  its  Subsidiaries  have  filed  all
federal  and state income and all other tax returns, reports
and   declarations  (or  obtained  extensions  with  respect
thereto)  required by applicable law to  be  filed  by  them
(unless  and  only to the extent that the Borrower  or  such
Subsidiary  has set aside on its books provisions reasonably
adequate for the payment of all unpaid and unreported  taxes
as  required  by  GAAP); and have paid all taxes  and  other
governmental  assessments  and charges  (other  than  taxes,
assessments  and  other  governmental  charges  imposed   by
foreign  jurisdictions  which  in  the  aggregate  are   not
material  to the financial condition, business or assets  of
the Borrower or such Subsidiary on an individual basis or of
the  Borrower and Subsidiary on a consolidated  basis)  that
are  material in amount, shown or determined to  be  due  on
such  returns, reports and declarations, except those  being
contested in good faith; and, as required by GAAP, have  set
aside on their books provisions reasonably adequate for  the
payment  of all taxes for periods subsequent to the  periods
to  which  such  returns,  reports  or  declarations  apply.
Except  to  the extent contested in the manner permitted  in
the  preceding sentence, there are no unpaid  taxes  in  any
material  amount  claimed  by the taxing  authority  of  any
jurisdiction  to  be due and owing by the  Borrower  or  any
Subsidiary, nor do the officers of the Borrower  or  any  of
its Subsidiaries know of any basis for any such claim.
     
       No Event of Default.
     
     No  Default  or  Event of Default has occurred  and  is
continuing.
     
       Holding Company and Investment Company Acts.
     
     Neither the Borrower nor any of its Subsidiaries  is  a
"holding  company", or a "subsidiary company" of a  "holding
company", or an "affiliate" of a "holding company", as  such
terms are defined in the Public Utility Holding Company  Act
of  1935;  nor  is  any  of  them a  "registered  investment
company",   or  an  "affiliated  company"  or  a  "principal
underwriter" of a "registered investment company",  as  such
terms are defined in the Investment Company Act of 1940,  as
amended.
     
       Absence of Financing Statements, Etc.
     
     Except as permitted by 8.1 of this Agreement, there  is
no   effective  financing  statement,  security   agreement,
chattel  mortgage, real estate mortgage or  other  documents
filed  or  recorded  with any filing records,  registry,  or
other public office, which purports to cover, affect or give
notice  of  any  present  or possible  future  lien  on,  or
security  interests  in,  any  assets  or  property  of  the
Borrower or any of its Subsidiaries or right thereunder.
     
       Employee Benefit Plans.
          
          (a)   In General.  Each Employee Benefit Plan  has
     been  maintained  and  operated in  compliance  in  all
     material respects with the provisions of ERISA and,  to
     the  extent  applicable, the Code,  including  but  not
     limited   to   the  provisions  thereunder   respecting
     prohibited transactions.
          
          (b)   Terminability of Welfare Plans.  Under  each
     Employee  Benefit  Plan which is  an  employee  welfare
     benefit  plan within the meaning of 3(1) or 3(2)(B)  of
     ERISA, no benefits are due unless the event giving rise
     to   the  benefit  entitlement  occurs  prior  to  plan
     termination (except as required by Title I, part  6  of
     ERISA.)   The  Borrower, each of its  Subsidiaries,  or
     ERISA  Affiliate,  as appropriate, may  terminate  each
     such plan at any time (or at any time subsequent to the
     expiration  of any applicable bargaining agreement)  in
     the  discretion of such Borrower, Subsidiary, or  ERISA
     Affiliate without material liability to any Person.
          
          (c)    Guaranteed   Pension  Plans.    Except   as
     disclosed in Schedule 6.13(c), neither the Borrower nor
     any of its Subsidiaries is a sponsor of, or contributor
     to, a Guaranteed Pension Plan.
          
          (d)   Multiemployer Plans.  None of the  Borrower,
     any  of  its Subsidiaries, nor any ERISA Affiliate  has
     incurred  any  material liability (including  secondary
     liability) to any Multiemployer Plan as a result  of  a
     complete  or partial withdrawal from such Multiemployer
     Plan  under 4201 of ERISA or as a result of a  sale  of
     assets  described  in  4204  of  ERISA.   None  of  the
     Borrower,  any  of  its  Subsidiaries,  or  any   ERISA
     Affiliate has been notified that any Multiemployer Plan
     is  in  reorganization or is insolvent under and within
     the  meaning  of  4241 or 4245 of  ERISA  or  that  any
     Multiemployer  Plan intends to terminate  or  has  been
     terminated under 4041A of ERISA.
     
       Environmental Compliance.
     
     Except as set forth on Schedule 6.14:
          
          (a)   None  of the Borrower, its Subsidiaries,  or
     any  operator of their properties, is in violation,  or
     alleged violation, of any judgment, decree, order, law,
     permit,  license,  rule  or  regulation  pertaining  to
     environmental  matters, including  without  limitation,
     those  arising  under  the  Resource  Conservation  and
     Recovery  Act ("RCRA"), the Comprehensive Environmental
     Response,  Compensation and Liability Act  of  1980  as
     amended   ("CERCLA"),  the  Superfund  Amendments   and
     Reauthorization Act of 1986 ("SARA"), the Federal Clean
     Water  Act,  the  Federal  Clean  Air  Act,  the  Toxic
     Substances Control Act, or any state or local  statute,
     regulation,  ordinance, order  or  decree  relating  to
     health,  safety, waste transportation or  disposal,  or
     the   environment  (the  "Environmental  Laws"),  which
     violation would have a material adverse effect  on  the
     business, assets or financial condition of the Borrower
     and its Subsidiaries on a consolidated basis.
          
          (b)  Except as described on Schedule 6.14, neither
     the  Borrower nor any of its Subsidiaries has  received
     notice   from   any  third  party  including,   without
     limitation:  any  federal, state or local  governmental
     authority, (i) that any one of them has been identified
     by  the  United States Environmental Protection  Agency
     ("EPA") as a potentially responsible party under CERCLA
     with   respect  to  a  site  listed  on  the   National
     Priorities  List, 40 C.F.R. Part 300 Appendix  B;  (ii)
     that  any  hazardous  waste, as defined  by  42  U.S.C.
     6903(5),  any  hazardous substances as  defined  by  42
     U.S.C.  9601(14),  any  pollutant  or  contaminant   as
     defined  by 42 U.S.C. 9601(33) and any toxic substance,
     oil  or  hazardous  materials  or  other  chemicals  or
     substances   regulated  by  any   Environmental   Laws,
     excluding   household   hazardous   waste   ("Hazardous
     Substances")  which  any  one of  them  has  generated,
     transported or disposed of, has been found at any  site
     at  which  a  federal, state or local agency  or  other
     third  party  has  conducted or has  ordered  that  the
     Borrower  or any of its Subsidiaries conduct a remedial
     investigation,   removal  or  other   response   action
     pursuant to any Environmental Law; or (iii) that it  is
     or  shall be a named party to any claim, action,  cause
     of   action,   complaint,   legal   or   administrative
     proceeding  arising out of any third party's incurrence
     of  costs,  expenses,  losses or damages  of  any  kind
     whatsoever in connection with the release of  Hazardous
     Substances.
          
          (c)   (i) No portion of the Real Property or other
     assets  of  the Borrower or its Subsidiaries  has  been
     used  for the handling, processing, storage or disposal
     of  Hazardous  Substances  except  in  accordance  with
     applicable  Environmental Laws,  except  as  would  not
     reasonably  be  expected  to have  a  material  adverse
     effect  on the business, assets or financial conditions
     of  the Borrower and the Subsidiaries on a consolidated
     basis;  and  no  underground tank or other  underground
     storage  receptacle for Hazardous Substances is located
     on   such  properties;  (ii)  in  the  course  of   any
     activities conducted by the Borrower, its Subsidiaries,
     or  operators of the Real Property or other  assets  of
     the   Borrower  and  its  Subsidiaries,  no   Hazardous
     Substances  have been generated or are  being  used  on
     such  properties  except in accordance with  applicable
     Environmental Laws, except for occurrences  that  would
     not  have  a  material adverse effect on the  business,
     assets  or  financial  condition of  the  Borrower  and
     Subsidiaries on a consolidated basis; (iii) there  have
     been no unpermitted Releases or threatened Releases  of
     Hazardous  Substances on, upon, into or from  the  Real
     Property  or  other  assets  of  the  Borrower  or  its
     Subsidiaries,  which  Releases would  have  a  material
     adverse effect on the value of such properties; (iv) to
     the  best  of  the  Borrower's  and  its  Subsidiaries'
     knowledge,  there have been no Releases on, upon,  from
     or  into any real property in the vicinity of the  Real
     Property  or  other  assets  of  the  Borrower  or  its
     Subsidiaries   which,  through  soil   or   groundwater
     contamination,  may  have come to be  located  on,  and
     which  would reasonably be expected to have a  material
     adverse  effect  on the value of, such properties;  and
     (v)  in  addition, any Hazardous Substances  that  have
     been generated on the Real Property or other assets  of
     the  Borrower or its Subsidiaries have been transported
     offsite  only  by  carriers  having  an  identification
     number  issued by the EPA, treated or disposed of  only
     by  treatment or disposal facilities maintaining  valid
     permits  as  required  under  applicable  Environmental
     Laws,  which transporters and facilities have been  and
     are,   to   the   best  of  the  Borrower's   and   its
     Subsidiaries'  knowledge, operating in compliance  with
     such permits and applicable Environmental Laws.
          
          (d)  None of the Real Property or other assets  of
     the  Borrower or its Subsidiaries or any of  the  stock
     (or assets) being acquired with proceeds of Loans is or
     shall be subject to any applicable environmental clean-
     up  responsibility  law  or  environmental  restrictive
     transfer   law   or  regulation,  by  virtue   of   the
     transactions set forth herein and contemplated hereby.
     
       True Copies of Charter and Other Documents.
     
     The  Borrower  has  furnished the Administrative  Agent
copies,  in  each case true and complete as of  the  Closing
Date,  of  (a) all charter and other incorporation documents
(together  with  any  amendments thereto)  and  (b)  by-laws
(together with any amendments thereto).
     
       Disclosure.
     
     No  representation or warranty made by the Borrower  in
this  Agreement  or in any agreement, instrument,  document,
certificate, statement or letter furnished to the  Banks  or
the  Administrative  Agent by or on  behalf  of  or  at  the
request  of  the  Borrower in connection  with  any  of  the
transactions contemplated by the Loan Documents contains any
untrue  statement  of a material fact or omits  to  state  a
material  fact  necessary in order to  make  the  statements
contained   therein  not  misleading   in   light   of   the
circumstances in which they are made.
     
       Permits and Governmental Authority.
     
     All  permits  (other than those the  absence  of  which
would  not  have a material adverse effect on the  business,
operations  or financial condition of the Borrower  and  its
Subsidiaries as a whole) required for current operations  of
the  Borrower or any of its Subsidiaries have been  obtained
and  remain in full force and effect and are not subject  to
any  appeals  or  further proceedings or to any  unsatisfied
conditions   that   may  allow  material   modification   or
revocation.    Neither  the  Borrower   nor   any   of   its
Subsidiaries is in violation of any such permits, except for
any violation which would not have a material adverse effect
on  the  business, operations or financial condition of  the
Borrower and its Subsidiaries as a whole.
     
       Purchase of Tylan Shares.
     
     As  of  the  Closing  Date, MCTG  shall  have  received
tenders  of  at least 50% of the Tylan Shares in  accordance
with the terms of the Tylan Tender Offer, which Tylan Shares
are  to  be purchased with the proceeds of the initial  Loan
advanced hereunder.
     
       AFFIRMATIVE COVENANTS OF THE BORROWER.
     
     The Borrower agrees that, so long as any Obligation  or
any  Letter of Credit is outstanding or the Banks  have  any
obligation to make Loans or the Administrative Agent has any
obligation to issue, extend or renew any Letters  of  Credit
hereunder or the Banks have any obligations to reimburse the
Administrative Agent for advances made under any  Letter  of
Credit, it shall, and shall cause its Subsidiaries to comply
with the following covenants:
     
       Punctual Payment.
     
     The  Borrower will duly and punctually pay or cause  to
be  paid  the  principal  and interest  on  the  Loans,  all
Reimbursement  Obligations, fees and other amounts  provided
for  in this Agreement and the other Loan Documents, all  in
accordance  with the terms of this Agreement and such  other
Loan Documents.
     
       Maintenance of Office.
     
     The  Borrower will maintain its chief executive  office
at  Bedford,  Massachusetts, or at such other place  in  the
United  States  of America as the Borrower  shall  designate
upon  30  days'  prior written notice to the  Administrative
Agent.
     
       Records and Accounts.
     
     The   Borrower  will,  and  will  cause  each  of   its
Subsidiaries to, keep true and accurate records and books of
account in which full, true and correct entries will be made
in  accordance  with GAAP and with the requirements  of  all
regulatory  authorities and maintain adequate  accounts  and
reserves   for   all   taxes   (including   income   taxes),
depreciation,  depletion, obsolescence and  amortization  of
its  properties,  all  other contingencies,  and  all  other
proper reserves.
     
           Financial     Statements,    Certificates     and
Information.
     
     The Borrower will deliver to the Banks:
          
          (a)  as soon as practicable, but, in any event not
     later than 90 days after the end of each fiscal year of
     the  Borrower, the consolidated balance  sheet  of  the
     Borrower  and its Subsidiaries as at the  end  of  such
     year,  consolidated statements of cash flows,  and  the
     related  consolidated statements  of  operations,  each
     setting  forth in comparative form the figures for  the
     previous  fiscal year, all such consolidated  financial
     statements  to  be in reasonable detail,  prepared,  in
     accordance   with  GAAP  and,  with  respect   to   the
     consolidated financial statements, certified by Coopers
     & Lybrand LLP or by other independent auditors selected
     by  the  Borrower  and reasonably satisfactory  to  the
     Banks (the "Accountants");
          
          (b)   as soon as practicable, but in any event not
     later  than 45 days after the end of each of the  first
     three  (3) fiscal quarters of each fiscal year  of  the
     Borrower, copies of the consolidated balance sheet  and
     statement  of  operations  of  the  Borrower  and   its
     Subsidiaries as at the end of such quarter, subject  to
     year  end  adjustments,  and the  related  consolidated
     statement  of cash flows, all in reasonable detail  and
     prepared in accordance with GAAP (to the extent GAAP is
     applicable  to interim unaudited financial  statements)
     with  a  certification  by the principal  financial  or
     accounting  officer of the Borrower (the  "CFO  or  the
     CAO")  that  the consolidated financial statements  are
     prepared in accordance with GAAP (to the extent GAAP is
     applicable  to interim unaudited financial  statements)
     and fairly present the consolidated financial condition
     of  the Borrower and its Subsidiaries on a consolidated
     basis  as at the close of business on the date  thereof
     and  the  results  of operations for  the  period  then
     ended, it being understood that no such statement  need
     be accompanied by complete footnotes;
          
          (c)   simultaneously  with  the  delivery  of  the
     financial statements referred to in (a) and (b)  above,
     a  certificate  in the form of Exhibit  D  hereto  (the
     "Compliance Certificate") signed by the CFO or the  CAO
     or  corporate treasurer, stating that the Borrower  and
     its  Subsidiaries are in compliance with the  covenants
     contained  in 7, 8 and 9 hereof as of the  end  of  the
     applicable  period  setting forth in reasonable  detail
     computations evidencing such compliance with respect to
     the  covenants  contained  in  9  hereof  and  that  no
     Default  or Event of Default exists, provided  that  if
     the  Borrower  shall at the time of  issuance  of  such
     Compliance  Certificate or at  any  other  time  obtain
     knowledge  of  any  Default or Event  of  Default,  the
     Borrower shall include in such certificate or otherwise
     deliver forthwith to the Banks a certificate specifying
     the  nature  and period of existence thereof  and  what
     action  the  Borrower  proposes to  take  with  respect
     thereto;
          
          (d)     contemporaneously   with,   or    promptly
     following, the filing or mailing thereof, copies of all
     material   of  a  financial  nature  filed   with   the
     Securities  and  Exchange Commission  or  sent  to  the
     Borrower's stockholders generally;
          
          (e)   from time to time such other financial  data
     and  other  information  as the  Banks  may  reasonably
     request; and
          
          (f)  on or prior to the effective date, notice  of
     any  change  in the Senior Public Debt Rating  and  the
     time at which such rating shall become effective.
     
     The  Borrower hereby authorizes each Agent and Bank  to
disclose any information obtained pursuant to this Agreement
to all appropriate governmental regulatory authorities where
required by law; provided, however that such Agent  or  such
Bank  shall, to the extent allowable under law,  notify  the
Borrower at the time any such disclosure is made (except  in
the   case  of  disclosures  made  in  the  course  of  bank
regulatory   reviews);  and  provided  further   that   this
authorization  shall not be deemed to be  a  waiver  of  any
rights to object to the disclosure by the Banks of any  such
information  which any Borrower has or may  have  under  the
federal Right to Financial Privacy Act of 1978, as in effect
from  time  to  time,  except  as  to  matters  specifically
permitted therein.
     
       Corporate Existence and Conduct of Business.
     
     The Borrower will, and will cause each Subsidiary to do
or  cause  to  be done all things necessary to preserve  and
keep  in  full  force  and effect its  corporate  existence,
corporate rights and franchises; and effect and maintain its
foreign  qualifications (except where  the  failure  of  the
Borrower or any Subsidiary to remain so qualified would  not
materially   adversely   impair  the  financial   condition,
business or assets of the Borrower and its Subsidiaries on a
consolidated    basis),    licensing,    domestication    or
authorization except as terminated by its Board of Directors
in  the  exercise of its reasonable judgment; provided  that
such termination would not have a material adverse effect on
the  financial condition, business or assets of the Borrower
and  its Subsidiaries on a consolidated basis.  The Borrower
will,  and will cause each Subsidiary to, continue to engage
primarily  in  the businesses now conducted  by  it  and  in
related businesses.
     
       Maintenance of Properties.
     
     The  Borrower will and will cause its Subsidiaries  to,
cause  all material properties used or useful in the conduct
of  their  businesses  to be maintained  and  kept  in  good
condition, repair and working order (ordinary wear and  tear
excepted) and supplied with all necessary equipment and will
cause   to   be   made  all  necessary  repairs,   renewals,
replacements, betterments and improvements thereof,  all  as
in  the judgment of the Borrower and its Subsidiaries may be
necessary  so  that the businesses carried on in  connection
therewith  may be properly and advantageously  conducted  at
all  times; provided, however, that nothing in this  section
shall  prevent the Borrower or any of its Subsidiaries  from
discontinuing the operation and maintenance of  any  of  its
properties  if  such discontinuance is, in the  judgment  of
such Borrower or Subsidiary, desirable in the conduct of its
or  their  business  and which does  not  in  the  aggregate
materially   adversely   affect  the  financial   condition,
business or assets of the Borrower and its Subsidiaries on a
consolidated basis.
     
       Insurance.
     
     The  Borrower will, and will cause its Subsidiaries to,
maintain  with  financially sound  and  reputable  insurance
companies  funds or underwriters' insurance  of  the  kinds,
covering  the risks (other than risks arising out of  or  in
any  way  connected with personal liability of any  officers
and  directors  thereof)  and in the relative  proportionate
amounts  usually carried by reasonable and prudent companies
conducting  businesses similar to that of the  Borrower  and
its  Subsidiaries, in amounts substantially similar  to  the
existing  coverage policies maintained by the  Borrower  and
its  Subsidiaries, copies of which have been provided to the
Administrative  Agent.   In  addition,  the  Borrower   will
furnish  from  time  to  time, upon the  Banks'  request,  a
summary  of the insurance coverage of the Borrower  and  its
Subsidiaries,  which summary shall be in form and  substance
satisfactory to the Banks and, if requested by  any  of  the
Banks,  will  furnish to the Administrative Agent  and  such
Bank copies of the applicable policies.
     
       Taxes.
     
     The  Borrower will, and will cause its Subsidiaries to,
duly  pay and discharge, or cause to be paid and discharged,
before the same shall become overdue, all taxes, assessments
and   other   governmental  charges   (other   than   taxes,
assessments  and  other  governmental  charges  imposed   by
foreign  jurisdictions  which  in  the  aggregate  are   not
material to the business, financial conditions, or assets of
the  Borrower and its Subsidiaries on a consolidated  basis)
imposed   upon  it  and  its  real  properties,  sales   and
activities,  or  any  part thereof, or upon  the  income  or
profits  therefrom,  as  well  as  all  claims  for   labor,
materials, or supplies, which if unpaid might by law  become
a  lien  or  charge  upon  any of  its  property;  provided,
however,  that  any such tax, assessment,  charge,  levy  or
claim  need  not  be paid if the validity or amount  thereof
shall  currently be contested in good faith  by  appropriate
proceedings  and if such Borrower or Subsidiary  shall  have
set  aside  on  its  books adequate  reserves  with  respect
thereto  as  required by GAAP; and provided,  further,  that
such  Borrower  or  Subsidiary  will  pay  all  such  taxes,
assessments,  charges, levies or claims forthwith  upon  the
commencement of proceedings to foreclose any lien which  may
have attached as security therefor.
     
       Inspection of Properties, Books and Contracts.
     
     The  Borrower will, and will cause its Subsidiaries to,
permit  the  Agents or any Bank or any of  their  designated
representatives,  upon  reasonable  notice,  to  visit   and
inspect  any  of  the  properties of the  Borrower  and  its
Subsidiaries,  to  examine  the  books  of  account  of  the
Borrower  and  its Subsidiaries, or contracts (and  to  make
copies  thereof and extracts therefrom), and to discuss  the
affairs,  finances  and accounts of  the  Borrower  and  its
Subsidiaries  with, and to be advised as  to  the  same  by,
their  officers, all at such times and intervals as  may  be
reasonably requested.
     
         Compliance  with  Laws,  Contracts,  Licenses   and
Permits; Maintenance of Material Licenses and Permits.
     
     The  Borrower will, and will cause each Subsidiary  to,
(i)  comply with the provisions of its charter documents and
by-laws;  (ii)  comply  in all material  respects  with  all
agreements  and  instruments by  which  it  or  any  of  its
properties  may  be  bound;  and  (iii)  comply   with   all
applicable laws and regulations, decrees, orders, judgments,
licenses  and  permits  ("Applicable Requirements"),  except
where  noncompliance with such Applicable Requirements would
not reasonably be expected to have a material adverse effect
in  the  aggregate on the consolidated financial  condition,
properties   or   businesses  of  the   Borrower   and   its
Subsidiaries.   If  at any time any authorization,  consent,
approval,  permit  or license from any  officer,  agency  or
instrumentality of any government shall become necessary  or
required  in  order that the Borrower or any Subsidiary  may
fulfill any of its obligations hereunder, the Borrower  will
immediately  take or cause to be taken all reasonable  steps
within  the power of such Borrower or Subsidiary  to  obtain
such authorization, consent, approval, permit or license and
furnish the Banks with evidence thereof.
     
       Environmental Indemnification.
     
     The   Borrower  covenants  and  agrees  that  it   will
indemnify  and  hold  the Banks and  the  Agents  and  their
respective  affiliates,  and each  of  the  representatives,
agents and officers of each of the foregoing, harmless  from
and  against  any and all claims, expense, damage,  loss  or
liability incurred by the Banks or the Agents (including all
costs  of legal representation incurred by the Banks or  the
Agents) relating to (a) any Release or threatened Release of
Hazardous Substances on the Real Property; (b) any violation
of  any  Environmental Laws or Applicable Requirements  with
respect  to conditions at the Real Property or other  assets
of  the  Borrower  or its Subsidiaries,  or  the  operations
conducted  thereon; or (c) the investigation or  remediation
of  offsite  locations  at which the Borrower,  any  of  its
Subsidiaries,  or  their predecessors are  alleged  to  have
directly or indirectly Disposed of Hazardous Substances.  It
is expressly acknowledged by the Borrower that this covenant
of  indemnification shall survive the payment of  the  Loans
and Reimbursement Obligations and shall inure to the benefit
of  the  Banks, the Agents and their affiliates,  successors
and assigns.
     
       Further Assurances.
     
     The  Borrower  will  cooperate with the  Administrative
Agent and execute such further instruments and documents  as
the  Administrative Agent shall reasonably request to  carry
out to the Banks' satisfaction the transactions contemplated
by this Agreement.
     
       Notice of Potential Claims or Litigation.
     
     The Borrower shall deliver to the Banks, within 30 days
of  receipt thereof, written notice of the initiation of any
action, claim, complaint, or any other notice of dispute  or
potential  litigation wherein the potential liability  would
be  material  under  the regulations of  the  United  States
Securities and Exchange Commission, together with a copy  of
each  such  notice received by the Borrower or  any  of  its
Subsidiaries.
     
       Notice of Certain Events Concerning Insurance.
     
     The Borrower will provide the Banks with written notice
as  to  any material cancellation or material adverse change
in  any insurance of the Borrower or any of its Subsidiaries
within  ten (10) Business Days after the Borrower's and  any
of its Subsidiary's receipt of any notice (whether formal or
informal)  of such material cancellation or material  change
by any of its insurers.
     
       Notice of Default.
     
     The  Borrower will promptly notify the Banks in writing
of  the  occurrence of any Default or Event of Default.   If
any Person shall give any notice or take any other action in
respect of a claimed default (whether or not constituting an
Event  of  Default) under this Agreement or any other  note,
evidence  of  indebtedness, indenture  or  other  obligation
evidencing indebtedness in excess of $5,000,000 as to  which
the  Borrower  or  any of its Subsidiaries  is  a  party  or
obligor, whether as principal or surety, the Borrower  shall
forthwith  upon  obtaining  actual  knowledge  thereof  give
written  notice thereof to the Banks, describing the  notice
of action and the nature of the claimed default.
     
       Use of Proceeds.
     
     The  proceeds  of the Loans shall be used  for  general
corporate  and  working capital purposes and  in  connection
with  the Tylan Tender Offer, and to refinance existing debt
and  letters  of credit, including the Bridge Loan  and  the
Tylan  Revolving Credit Agreement.  No proceeds of the Loans
shall be used in any way that will violate Regulations G, T,
U  or  X  of  the Board of Governors of the Federal  Reserve
System.
     
       Certain Transactions.
     
     Except  as  was  disclosed  in  filings  made  by   the
Borrower, Amicon, or Tylan under the Securities Exchange Act
of  1934  prior  to  Closing, and except  for  arm's  length
transactions   pursuant  to  which  the  Borrower   or   any
Subsidiary makes payments in the ordinary course of business
upon  terms  no  less favorable than the  Borrower  or  such
Subsidiary  could  obtain from third parties,  none  of  the
officers,  directors, or employees of the  Borrower  or  any
Subsidiary are presently or shall be a party to any material
transaction with the Borrower or any Subsidiary (other  than
for   services   as  employees,  officers  and   directors),
including  any  contract,  agreement  or  other  arrangement
providing for the furnishing of services to or by, providing
for  rental  of  real or personal property to  or  from,  or
otherwise  requiring  payments  to  or  from  any   officer,
director  or  such  employee or, to  the  knowledge  of  the
Borrower  or  any Subsidiary, any corporation,  partnership,
trust or other entity in which any officer, director, or any
such  employee has a substantial interest or is an  officer,
director, trustee or partner.
     
       Amendment to Note Purchase Agreement.
     
     On  or  before  February 20, 1997,  the  Note  Purchase
Agreement   will   be   amended,  in  form   and   substance
satisfactory  to  the Administrative Agent,  such  that  the
incurrence of the Obligations hereunder shall not result  in
a  default  or an event of default thereunder.   Until  such
amendment  is  effective or the Note Purchase  Agreement  is
terminated,  the Borrower shall ensure that  $50,000,000  of
the Total Commitment remains available.
     
       The Tylan Merger.
     
     As  soon  as  practicable, but in no event  later  than
March   31,   1997,  the  Tylan  Merger  shall   have   been
successfully  completed on terms no less  favorable  to  the
Borrower  than  the  terms set forth  in  the  Tylan  Merger
Agreement,   and  evidence  thereof  satisfactory   to   the
Administrative  Agent,  including,  without  limitation,  an
opinion  of  general  counsel to  the  Borrower  as  to  the
completion of the Tylan Merger, shall have been furnished to
the Administrative Agent.
     
       CERTAIN NEGATIVE COVENANTS OF THE BORROWER.
     
     The Borrower agrees that, so long as any Obligation  or
Letter  of  Credit  is outstanding or  the  Banks  have  any
obligation to make Loans or the Administrative Agent has any
obligation to issue, extend or renew any Letters  of  Credit
hereunder or the Banks have any obligation to reimburse  the
Administrative Agent for advances made under any  Letter  of
Credit,  it  shall,  and shall cause  its  Subsidiaries  to,
comply with the following covenants:
     
       Restrictions on Liens.
     
     The  Borrower will not, and will cause its Subsidiaries
not  to, create or incur or suffer to be created or incurred
or to exist any lien, encumbrance, mortgage, pledge, charge,
restriction or other security interest of any kind upon  any
property  or assets of any character, whether now  owned  or
hereafter acquired, or upon the income or profits therefrom;
or  transfer any of such property or assets or the income or
profits therefrom for the purpose of subjecting the same  to
the  payment  of Indebtedness or performance  of  any  other
obligation  in priority to payment of its general creditors;
or  acquire,  or  agree or have an option  to  acquire,  any
property  or  assets upon conditional sale  or  other  title
retention  or purchase money security agreement,  device  or
arrangement; or suffer to exist for a period of more than 30
days   after   the  same  shall  have  been   incurred   any
Indebtedness or claim or demand against it which  if  unpaid
might by law or upon bankruptcy or insolvency, or otherwise,
be given any priority whatsoever over its general creditors;
or  sell, assign, pledge or otherwise transfer any accounts,
contract rights, general intangibles or chattel paper,  with
or  without  recourse,  except as  follows  (the  "Permitted
Liens"):
          
          (a)  Liens existing on the Closing Date and listed
     on Schedule 8.1(a) hereto;
          
          (b)   Liens to secure taxes, assessments and other
     government  charges  in  respect  of  obligations   not
     overdue;
          
          (c)   Deposits or pledges made in connection with,
     or   to  secure  payment  of,  workmen's  compensation,
     unemployment  insurance,  old  age  pensions  or  other
     social security obligations;
          
          (d)   Liens  of carriers, warehousemen,  mechanics
     and  materialmen,  and other like liens,  in  existence
     less than 120 days from the date of creation thereof in
     respect of obligations not overdue, provided that  such
     liens  may continue to exist for a period of more  than
     120  days  if  the  validity or  amount  thereof  shall
     currently be contested by the Borrower in good faith by
     appropriate proceedings and if the Borrower shall  have
     set  aside on its books adequate reserves with  respect
     thereto  as required by GAAP and provided further  that
     the  Borrower  will pay any such claim  forthwith  upon
     commencement of proceedings to foreclose any such lien;
          
          (e)   Encumbrances consisting of easements, rights
     of way, zoning restrictions, restrictions on the use of
     real  property  and defects and irregularities  in  the
     title  thereto,  landlord's  or  lessor's  liens  under
     leases  to  which the Borrower or any Subsidiary  is  a
     party,  and other minor liens or encumbrances  none  of
     which   in  the  opinion  of  the  Borrower  interferes
     materially with the use of the property affected in the
     ordinary conduct of the business of the Borrower or any
     of  its Subsidiaries, which defects do not individually
     or  in the aggregate have a material adverse effect  on
     the   business  of  the  Borrower  or  any   Subsidiary
     individually or of the Borrower and its Subsidiaries on
     a consolidated basis;
          
          (f)  Liens in respect of judgments or awards which
     have  been in force for less than the applicable period
     for taking an appeal so long as execution is not levied
     thereunder or in respect of which the Borrower shall at
     the  time  in  good faith be prosecuting an  appeal  or
     proceedings for review and in respect of which  a  stay
     of  execution  shall  have been obtained  pending  such
     appeal  or review and in respect of which the  Borrower
     has maintained adequate reserves;
          
          (g)   the  rights  of  lessors  under  Capitalized
     Leases,  not to exceed $15,000,000 in the aggregate  at
     any time;
          
          (h)  Liens with respect to receivables transferred
     pursuant  to Permitted Receivables Transactions,  which
     Liens  are  only on the receivables so transferred  and
     secure only the obligations with respect thereto;
          
          (i)  previously existing Liens granted by acquired
     Subsidiaries or businesses on the terms and  conditions
     in  effect as of the date of such acquisition, provided
     that  such  Liens  shall  not  have  been  incurred  in
     contemplation of such acquisition;
          
          (j)   existing Liens in connection with the  Tylan
     Revolving Credit Agreement, provided that the  proceeds
     of  the  Loans  advanced hereunder  shall  be  used  to
     discharge  the  Indebtedness under the Tylan  Revolving
     Credit Agreement on or before March 31, 1997; and
          
          (k)   other  Liens  securing Indebtedness  of  the
     Borrower and its Subsidiaries not to exceed $25,000,000
     in the aggregate at any time outstanding.
     
       Restrictions on Investments.
     
     The  Borrower will not, and will not permit any of  its
Subsidiaries  to,  make  or permit to  exist  or  to  remain
outstanding  any  Investment  except  Investments   in   the
following ("Permitted Investments"):
          
          (a)   marketable direct or guaranteed  obligations
     of  the  United  States of America or Eligible  Foreign
     Banks that mature within one (1) year from the date  of
     purchase by the Borrower;
          
          (b)   demand  deposits, certificates  of  deposit,
     bankers acceptances and time deposits of United  States
     banks or Eligible Foreign Banks having total assets  in
     excess of $1,000,000,000;
          
          (c)   securities  commonly  known  as  "commercial
     paper"  issued by a corporation organized and  existing
     under  the laws of the United States of America or  any
     state  thereof that at the time of purchase  have  been
     rated and the ratings for which are not less than "P 1"
     if  rated by Moody's Investors Services, Inc., and  not
     less than "A 1" if rated by Standard and Poor's;
          
          (d)   Investments existing on the date hereof  and
     listed on Schedule 8.2(d) hereto;
          
          (e)   Investments by the Borrower in  Subsidiaries
     existing  on  the Closing Date or as permitted  by  8.3
     hereof;
          
          (f)   Investments consisting of loans and advances
     to  employees  for  moving, entertainment,  travel  and
     other  similar  expenses  in  the  ordinary  course  of
     business  not to exceed $1,000,000 in the aggregate  at
     any time outstanding; and
          
          (g)   Other  Investments not to exceed $20,000,000
     in the aggregate.
     
       Merger, Consolidation, and Disposition of Assets.
     
     Neither  the  Borrower nor any Subsidiary  shall  be  a
party  to  any  merger, consolidation or exchange  of  stock
unless  the  Borrower  shall be the  surviving  entity  with
respect to any such transactions to which the Borrower is  a
party  or  a  Subsidiary shall be the surviving entity  (and
continue  to  be  a  Subsidiary) with respect  to  any  such
transactions to which one or more Subsidiaries  is  a  party
(and  the  conditions  set forth below  are  satisfied),  or
purchase  or otherwise acquire all or substantially  all  of
the  assets or stock of any class of, or any partnership  or
joint  venture  interest  in, any  other  Person  except  as
otherwise  provided in this 8.3, or sell,  transfer,  convey
or lease any assets or group of assets including the sale or
transfer  of  any  property owned by  the  Borrower  or  any
Subsidiary  in  order  then  or  thereafter  to  lease  such
property or lease other property which the Borrower or  such
Subsidiary intends to use for substantially the same purpose
as   the   property   being  sold  or  transferred   (except
(1) transfers of personal property among Subsidiaries of the
Borrower which are wholly owned by the Borrower and  (2)  so
long  as no Default or Event of Default has occurred and  is
continuing,  or  would  result therefrom,  sales  of  assets
between  the  date  hereof and the  Maturity  Date  with  an
aggregate  value  not  greater than  ten  percent  (10%)  of
Consolidated  Tangible  Assets, as set  forth  in  the  most
recent  financial statements delivered to the Banks pursuant
to  7.4 hereof) or sell or assign, with or without recourse,
any  receivables (except accounts receivable more than sixty
(60)  days past due sold or assigned in the ordinary  course
of  collecting past due accounts, or pursuant to a Permitted
Receivables  Transaction).  Notwithstanding  the  foregoing,
the  Borrower and its Subsidiaries may purchase or otherwise
acquire  any or all of the assets or stock of any class  of,
or  joint  venture interest in, any Person if the  following
conditions have been met:  (a) the proposed transaction will
not  otherwise  create  a Default or  an  Event  of  Default
hereunder;  (b)  such  entity is in substantially  the  same
lines, related lines, or supporting lines of business as the
Borrower  or  its  Subsidiaries,  provided  that  the   cash
consideration (including liabilities assumed) to be paid  by
the Borrower or its Subsidiaries in connection with any such
acquisition  (or series of related acquisitions)  shall  not
exceed ten percent (10%) of Consolidated Tangible Assets and
provided, further, that if the cash consideration (including
liabilities  assumed)  to be paid by  the  Borrower  or  its
Subsidiaries in connection with any such acquisition exceeds
$5,000,000,  the Borrower will provide calculations  showing
compliance  with the covenants set forth in 9  hereof  on  a
pro  forma  historical combined basis as if the  transaction
occurred on the first day of the period of measurement;  and
(c)  the  board of directors and (if required by  applicable
law)  the  shareholders, or the equivalent thereof,  of  the
business  to be acquired (or the owner thereof) has approved
such acquisition.
     
       Restricted Distributions and Redemptions.
     
     Neither  the Borrower nor any of its Subsidiaries  will
(a)  declare  or  pay  any  Distributions,  or  (b)  redeem,
convert, retire or otherwise acquire shares of any class  of
its  capital stock (other than in connection with  a  merger
permitted by 8.3 hereof or conversion into another  form  of
equity  of any preferred shares of the Borrower existing  as
of the Closing Date pursuant to the terms thereof); provided
that  the  Borrower  and its Subsidiaries,  so  long  as  no
Default  or  Event  of Default shall have  occurred  and  be
continuing,  or  would  be  created  as  a  result  of  such
Distribution,  may pay cash dividends and  redeem,  convert,
retire,  or  otherwise acquire stock in an aggregate  amount
not to exceed (i) $50,000,000 plus (ii) for the years ending
December  31,  1997 and December 31, 1998, 50%  of  positive
Consolidated  Net  Income, plus (iii) for the  years  ending
December 31, 1999, December 31, 2000 and December 31,  2001,
75%  of  positive Consolidated Net Income, provided that  no
Distribution  would  be  permitted  for  the  years   ending
December  31, 1999, December 31, 2000 and December 31,  2001
if  such  Distribution would result in a ratio of pro  forma
(x)  Funded  Debt to (y) Consolidated Net Worth plus  Funded
Debt  in  excess of 55% based on the amounts of Funded  Debt
and  Consolidated  Net Worth reported  in  the  most  recent
Compliance Certificate, adjusted to give pro forma effect to
such Distribution. Notwithstanding the above, any Subsidiary
may  make  Distributions to the Borrower  and  the  Borrower
agrees  that  neither the Borrower nor any  Subsidiary  will
enter into any agreement restricting Distributions from such
Subsidiary  to  the  Borrower, and  warrants  that  no  such
restriction is in effect as of the Closing Date.
     
       Employee Benefit Plans.
     
     None  of the Borrower, any of its Subsidiaries, or  any
ERISA Affiliate will:
          
          (a)  engage in any "prohibited transaction" within
     the  meaning of 9406 of ERISA or 4975 of the Code which
     could  result in a material liability for the  Borrower
     on a consolidated basis; or
          
          (b)   permit any Guaranteed Pension Plan to  incur
     an  "accumulated funding deficiency," as such  term  is
     defined   in  302  of  ERISA,  whether  or   not   such
     deficiency is or may be waived; or
          
          (c)   fail to contribute to any Guaranteed Pension
     Plan  to  an  extent which, or terminate any Guaranteed
     Pension  Plan  in a manner which, could result  in  the
     imposition  of a lien or encumbrance on the  assets  of
     the  Borrower  or any guarantor pursuant to  302(f)  or
     4068 of ERISA; or
          
          (d)   permit or take any action which would result
     in   the  aggregate  benefit  liabilities  (within  the
     meaning  of  4001  of ERISA) of all Guaranteed  Pension
     Plans  exceeding the value of the aggregate  assets  of
     such  Plans, disregarding for this purpose the  benefit
     liabilities and assets of any such Plan with assets  in
     excess of benefit liabilities.
     
     The  Borrower  and its Subsidiaries will  (i)  promptly
upon  filing  the  same  with the  Department  of  Labor  or
Internal Revenue Service, furnish to the Banks a copy of the
most  recent  actuarial statement required to  be  submitted
under  103(d)  of ERISA and Annual Report, Form  5500,  with
all  required  attachments, in respect  of  each  Guaranteed
Pension  Plan  and (ii) promptly upon receipt  or  dispatch,
furnish  to the Banks any notice, report or demand  sent  or
received  in  respect  of a Guaranteed  Pension  Plan  under
302,  4041, 4042, 4043, 4063, 4065, 4066 and 4068 of  ERISA,
or  in  respect of a Multiemployer Plan, under 4041A,  4202,
4219, or 4245 of ERISA.
     
       FINANCIAL COVENANTS OF THE BORROWER.
     
     The Borrower agrees that, so long as any Obligation  or
Letter  of  Credit  is outstanding or  the  Banks  have  any
obligation to make Loans or any Administrative Agent has any
obligation to issue, extend or renew any Letters  of  Credit
hereunder or the Banks have any obligation to reimburse  the
Administrative Agent for advances made under any  Letter  of
Credit,  it  shall,  and shall cause  its  Subsidiaries  to,
comply with the following covenants:
     
       Funded Debt to EBITDA Ratio.
     
     As  of  the  end of any fiscal quarter of the Borrower,
the  ratio of (a) Funded Debt as at the end of such  quarter
to  (b) EBITDA for the period of four (4) consecutive fiscal
quarters  ending  on such date shall not exceed  the  stated
ratio for the periods set forth below:
          For the Quarters Ending:            Ratio
          On or before 12/31/97             3.25:1.00
          3/31/98 through 12/31/98          2.75:1.00
          Thereafter                        2.50:1.00
     
       Interest Coverage Ratio.
     
     As  of  the  end of any fiscal quarter,  the  ratio  of
(a)  EBITDA  minus  Capital Expenditures for  the  Reference
Period  ending  on  such  date  to  (b)  Consolidated  Total
Interest  Expense for the Reference Period  ending  on  such
date shall not be less than the stated ratio for the periods
set forth below:
          For the Quarters Ending:            Ratio
        3/31/97 and 6/30/97                 3.00:1.00
        9/30/97 through 12/31/98            3.50:1.00
        Thereafter                          4.00:1.00
     
       CONDITIONS TO EFFECTIVENESS.
     
     The  effectiveness of the Agreement and the obligations
of  the  Banks  to make any Loans and of any  Administrative
Agent  to  issue Letters of Credit on the Closing  Date  and
otherwise be bound by the terms of this Agreement  shall  be
subject  to  the  satisfaction  of  each  of  the  following
conditions precedent which shall occur no later than January
22, 1997:
     
       Corporate Action.
     
     All corporate action necessary for the valid execution,
delivery  and  performance  by  the  Borrower  of  the  Loan
Documents  shall have been duly and effectively  taken,  and
evidence thereof certified by an authorized officer  of  the
Borrower and satisfactory to the Administrative Agent  shall
have been provided to the Administrative Agent.
     
       Loan Documents, Etc.
     
     Each  of the Loan Documents and other documents  listed
on  the  closing  agenda shall have been duly  and  properly
authorized, executed and delivered by the respective parties
thereto  and  shall be in full force and effect  in  a  form
satisfactory to the Administrative Agent.
     
       Certified Copies of Charter Documents.
     
     The  Administrative Agent shall have received from  the
Borrower  a copy, certified by a duly authorized officer  of
such Person to be true and complete on the Closing Date,  of
(a)  its  charter  or other incorporation  documents  as  in
effect on such date of certification, and (b) its by-laws as
in effect on such date.
     
       Incumbency Certificate.
     
     The   Administrative  Agent  shall  have  received   an
incumbency certificate, dated as of the Closing Date, signed
by  duly  authorized officers giving the name and bearing  a
specimen   signature  of  each  individual  who   shall   be
authorized: (a) to sign the Loan Documents on behalf of  the
Borrower  (b) to make Syndicated Loan and Letter  of  Credit
Requests;  (d)  to make Competitive Bid Quote Requests;  and
(d)  to  give  notices  and  to take  other  action  on  the
Borrower's behalf under the Loan Documents.
     
       Certificates of Insurance.
     
     The  Administrative  Agent shall have  received  (i)  a
certificate  of  insurance  from  an  independent  insurance
broker dated as of the Closing Date, or within 15 days prior
thereto, identifying insurers, types of insurance, insurance
limits,  and  policy  terms, and  otherwise  describing  the
insurance obtained in accordance with the provisions of  the
Loan  Documents  and (ii) copies of all policies  evidencing
such  insurance  (or  certificates therefor  signed  by  the
insurer or an agent authorized to bind the insurer).
     
       Opinions of Counsel.
     
     The  Administrative Agent shall have received favorable
legal   opinions  from  outside  counsel  to  the  Borrower,
addressed  to  the Administrative Agent, dated  the  Closing
Date,   in   form   and   substance  satisfactory   to   the
Administrative Agent.
     
       Existing Debt.
     
     The  Administrative Agent shall have received a  payoff
letter with respect to the Bridge Loan indicating the amount
of  the loan obligations of the Borrower to be discharged on
or about January 24, 1997.
     
       Satisfactory Financial Condition.
     
     No  material  adverse change, in the  judgment  of  the
Administrative Agent, shall have occurred in  the  financial
condition,  results of operations, business,  properties  or
prospects  of the Borrower and its Subsidiaries, or  Amicon,
or  Tylan and its Subsidiaries, taken as a whole, since  the
most recent financial statements and projections provided to
the Administrative Agent.
     
       Lien Searches.
     
     The   Administrative  Agent  shall  have  received  the
results  of  lien searches demonstrating that there  are  no
liens  on  the assets of the Borrower or Tylan,  other  than
Permitted Liens.
     
       Fees.
     
     The  Borrower  shall  have paid to  the  Administrative
Agent all fees, including legal fees, required to be paid as
of the Closing Date.
     
       CONDITIONS TO LOANS.
     
     The  obligations of the Banks to make any Loan and  the
obligation of the Administrative Agent to issue, extend,  or
renew any Letter of Credit at the time of and subsequent  to
the  Closing  Date  is  subject to the following  conditions
precedent:
     
       Representations True.
     
     Each  of  the  representations and  warranties  of  the
Borrower  contained in this Agreement or in any document  or
instrument delivered pursuant to or in connection with  this
Agreement shall be true as of the date as of which they were
made  and  shall also be true at and as of the time  of  the
making  of such Loan or the issuance, extension, or  renewal
of  such  Letter  of Credit, as applicable,  with  the  same
effect  as  if  made at and as of that time (except  to  the
extent  of  changes resulting from transactions contemplated
or  permitted by this Agreement and changes occurring in the
ordinary course of business which singly or in the aggregate
are  not  materially  adverse to  the  business,  assets  or
financial condition of the Borrower and its Subsidiaries  as
a  whole,  and  to the extent that such representations  and
warranties relate expressly and solely to an earlier date).
     
       Performance; No Event of Default.
     
     The  Borrower and its Subsidiaries shall have performed
and  complied with all terms and conditions herein  required
to  be performed or complied with by them prior to or at the
time of the making of any Loan or the issuance, extension or
renewal  of  any Letter of Credit, and at the  time  of  the
making of any Loan, there shall exist no Default or Event of
Default or condition which would result in a Default  or  an
Event  of  Default  upon consummation of such  Loan  or  the
issuance, extension, or renewal of such Letter of Credit, as
applicable.   Each request by the Borrower for  a  Loan  and
each  request for issuance, extension or renewal of a Letter
of  Credit  shall constitute certification by  the  Borrower
that  the  conditions specified in 11.1  and  11.2  will  be
duly  satisfied on the date of such Loan or Letter of Credit
issuance, extension or renewal.
     
       No Legal Impediment.
     
     No change shall have occurred in any law or regulations
thereunder   or  interpretations  thereof   which   in   the
reasonable  opinion of the Banks would make it  illegal  for
the  Banks to make Loans or for the Administrative Agent  to
issue, extend or renew Letters of Credit hereunder.
     
       Governmental Regulation.
     
     The Banks shall have received from the Borrower and its
Subsidiaries   such   statements  in  substance   and   form
reasonably  satisfactory to the Banks as they shall  require
for   the   purpose  of  compliance  with   any   applicable
regulations of the Comptroller of the Currency or the  Board
of Governors of the Federal Reserve System.
     
       Proceedings and Documents.
     
     All  proceedings  in connection with  the  transactions
contemplated  by  this Agreement and all documents  incident
thereto  shall have been delivered to the Banks  as  of  the
date  of  the making of such Loan in substance and  in  form
satisfactory  to the Banks, including without  limitation  a
Syndicated  Loan  Request  in the form  attached  hereto  as
Exhibit  C-1 and a Letter of Credit Request in the  form  of
Exhibit   C-2,  and  the  Banks  shall  have  received   all
information  and such counterpart originals or certified  or
other  copies of such documents as the Banks may  reasonably
request.
     
        EVENTS  OF  DEFAULT;  ACCELERATION;  TERMINATION  OF
COMMITMENT.

     
       Events of Default and Acceleration.
     
     If any of the following events ("Events of Default" or,
if  the  giving of notice or the lapse of time  or  both  is
required, then, prior to such notice and/or lapse  of  time,
"Defaults") shall occur:
          
          (a)   the Borrower shall fail to pay any principal
     of  the  Loans  when  the same  shall  become  due  and
     payable, whether at the stated date of maturity or  any
     accelerated date of maturity or at any other date fixed
     for payment;
          
          (b)   the  Borrower shall fail to pay any interest
     or  fees or other amounts owing hereunder within  three
     (3)  Business Days after the same shall become due  and
     payable whether at the Maturity Date or any accelerated
     date  of  maturity  or  at any  other  date  fixed  for
     payment;
          
          (c)   the  Borrower shall fail to comply with  the
     covenants contained in 7, 8 or 9 hereof;
          
          (d)   the Borrower shall fail to perform any term,
     covenant or agreement contained herein or in any of the
     other  Loan  Documents (other than those  specified  in
     subsections  (a), (b), and (c) above) and such  failure
     shall  not  be  remedied within 30 days  after  written
     notice  of  such failure shall have been given  to  the
     Borrower  by  the Administrative Agent or  any  of  the
     Banks;
          
          (e)   any representation or warranty contained  in
     this   Agreement  or  in  any  document  or  instrument
     delivered  pursuant  to  or  in  connection  with  this
     Agreement  shall  prove  to  have  been  false  in  any
     material respect upon the date when made or repeated;
          
          (f)  the Borrower or any of its Subsidiaries shall
     fail  to pay when due, or within any applicable  period
     of  grace,  any  Indebtedness in  an  aggregate  amount
     greater  than $5,000,000, or fail to observe or perform
     any  material term, covenant or agreement contained  in
     any  one  or  more  agreements by which  it  is  bound,
     evidencing or securing any Indebtedness in an aggregate
     amount greater than $5,000,000 for such period of  time
     as  would, or would have permitted (assuming the giving
     of  appropriate  notice  if  required)  the  holder  or
     holders thereof or of any obligations issued thereunder
     to  accelerate  the maturity thereof or  terminate  its
     commitment with respect thereto;
          
          (g)   the  Borrower  or  any Subsidiary  makes  an
     assignment for the benefit of creditors, or  admits  in
     writing its inability to pay or generally fails to  pay
     its debts as they mature or become due, or petitions or
     applies  for  the  appointment of a  trustee  or  other
     custodian,  liquidator or receiver of the  Borrower  or
     any Subsidiary or of any substantial part of the assets
     of   the  Borrower  or  commences  any  case  or  other
     proceeding  relating to the Borrower or any  Subsidiary
     under   any  bankruptcy,  reorganization,  arrangement,
     insolvency,   readjustment  of  debt,  dissolution   or
     liquidation or similar law of any jurisdiction, now  or
     hereafter  in effect, or takes any action to  authorize
     or  in  furtherance of any of the foregoing, or if  any
     such  petition or application is filed or any such case
     or  other  proceeding is commenced against the Borrower
     or  any  Subsidiary or the Borrower or  any  Subsidiary
     indicates  its  approval thereof,  consent  thereto  or
     acquiescence therein;
          
          (h)   a decree or order is entered appointing  any
     such  trustee,  custodian, liquidator  or  receiver  or
     adjudicating the Borrower or any Subsidiary bankrupt or
     insolvent, or approving a petition in any such case  or
     other  proceeding, or a decree or order for  relief  is
     entered in respect of the Borrower or any Subsidiary in
     an  involuntary case under federal bankruptcy  laws  as
     now  or hereafter constituted, and such decree or order
     remains in effect for more than 30 days, whether or not
     consecutive;
          
          (i)   there  shall remain in force,  undischarged,
     unsatisfied  and unstayed, for more than  thirty  days,
     whether  or not consecutive, any final judgment against
     the  Borrower  or  any  Subsidiary  which,  with  other
     outstanding  final judgments against the  Borrower  and
     its  Subsidiaries  exceeds in the aggregate  $5,000,000
     after  taking  into  account any  undisputed  insurance
     coverage;
          
          (j)   with respect to any Guaranteed Pension Plan,
     an  ERISA Reportable Event shall have occurred and  the
     Banks   shall  have  determined  in  their   reasonable
     discretion that such event reasonably could be expected
     to   result  in  liability  of  the  Borrower  or   any
     Subsidiary or any Subsidiary to the PBGC or the Plan in
     an aggregate amount exceeding $5,000,000 and such event
     in   the   circumstances  occurring  reasonably   could
     constitute grounds for the termination of such Plan  by
     the  PBGC  or  for  the appointment by the  appropriate
     United States District Court of a trustee to administer
     such  Plan;  or a trustee shall have been appointed  by
     the  United  States District Court to  administer  such
     Plan; or the PBGC shall have instituted proceedings  to
     terminate such Plan;
          
          (k)   any of the Loan Documents shall be canceled,
     terminated,  revoked  or rescinded  otherwise  than  in
     accordance  with the terms thereof or with the  express
     prior  written  agreement, consent or approval  of  the
     Banks, or any action at law, suit or in equity or other
     legal  proceeding to cancel, revoke or rescind  any  of
     the  Loan Documents shall be commenced by or on  behalf
     of  the Borrower or any of its respective stockholders,
     or  any  court or any other governmental or  regulatory
     authority  or  agency of competent  jurisdiction  shall
     make  a determination that, or issue a judgment, order,
     decree or ruling to the effect that, any one or more of
     the Loan Documents is illegal, invalid or unenforceable
     in accordance with the terms thereof; or
          
          (l)   any  person or group of persons (within  the
     meaning  of Section 13 or 14 of the Securities Exchange
     Act of 1934, as amended) shall have acquired beneficial
     ownership (within the meaning of Rule 13d-3 promulgated
     by  the  Securities and Exchange Commission under  said
     Act) of 20% or more of the outstanding shares of common
     voting  stock of the Borrower or, during any period  of
     twelve  consecutive  calendar months,  individuals  who
     were directors of the Borrower on the first day of such
     period  shall  cease to constitute a  majority  of  the
     board of directors of the Borrower;

then,  and  in any such event, so long as the  same  may  be
continuing,  the  Administrative Agent  may,  and  upon  the
request of the Majority Banks shall, by notice in writing to
the Borrower, declare all amounts owing with respect to this
Agreement,  the Notes and the other Loan Documents  and  all
Reimbursement  Obligations to be, and they  shall  thereupon
forthwith  become,  immediately  due  and  payable   without
presentment,   demand,  protest,   notice   of   intent   to
accelerate,  notice of acceleration to the extent  permitted
by  law or other notice of any kind, all of which are hereby
expressly waived by the Borrower; provided that in the event
of  any  Event of Default specified in 12.1(g)  or  12.1(h),
all  such  amounts shall become immediately due and  payable
automatically and without any requirement of notice from the
Administrative  Agent  or  any Bank.   Upon  demand  by  the
Majority Banks after the occurrence of any Event of Default,
the Borrower shall immediately provide to the Administrative
Agent  cash  in  an  amount equal to the  aggregate  Maximum
Drawing  Amount  to be held by the Administrative  Agent  as
collateral security for the Reimbursement Obligations.
     
       Termination of Commitments.
     
     If   any  Event  of  Default  pursuant  to  12.1(g)  or
12.1(h) hereof shall occur, any unused portion of the  Total
Commitment hereunder shall forthwith terminate and the Banks
and  the  Administrative  Agent shall  be  relieved  of  all
obligations  to make Loans to or to issue, extend  or  renew
Letters of Credit for the account of the Borrower; or if any
other  Event of Default shall occur, the Majority Banks  may
and,  upon  the  request of the Majority  Banks,  shall,  by
notice to the Borrower, terminate the unused portion of  the
Total  Commitment  hereunder, and, upon  such  notice  being
given, such unused portion of the Total Commitment hereunder
shall   terminate  immediately  and  the   Banks   and   the
Administrative  Agent  shall  be  relieved  of  all  further
obligations  to make Loans to or to issue, extend  or  renew
Letters of Credit for the account of the Borrower hereunder.
No  termination of any portion of the Commitment  Percentage
hereunder shall relieve the Borrower of any of its  existing
Obligations  to  the  Banks  or  the  Administrative   Agent
hereunder or elsewhere.
     
       Remedies.
     
     In  case any one or more of the Events of Default shall
have  occurred  and be continuing, and whether  or  not  the
Banks  shall  have  accelerated the maturity  of  the  Loans
pursuant  to  12.1,  each  Bank, if  owed  any  amount  with
respect to the Loans or the Reimbursement Obligations,  with
the  consent  of  the Majority Banks but not otherwise,  may
proceed to protect and enforce its rights by suit in equity,
action  at law or other appropriate proceeding, whether  for
the  specific  performance  of  any  covenant  or  agreement
contained in this Agreement and the other Loan Documents  or
any  instrument  pursuant to which the Obligations  to  such
Bank  are  evidenced,  including,  without  limitation,   as
permitted  by applicable law the obtaining of the  ex  parte
appointment  of a receiver, and, if such amount  shall  have
become  due, by declaration or otherwise, proceed to enforce
the  payment thereof or any legal or equitable right of such
Bank.   No  remedy  herein conferred upon any  Bank  or  the
Administrative Agent or the holder of any Note  is  intended
to  be  exclusive  of any other remedy and  each  and  every
remedy shall be cumulative and shall be in addition to every
other remedy given hereunder or now or hereafter existing at
law  or  in  equity or by statute or any other provision  of
law.
     
       SETOFF.
     
     Regardless  of  the adequacy of any collateral,  during
the  continuance  of any Event of Default, any  deposits  or
other  sums credited by or due from any of the Banks to  the
Borrower  and  any  securities  or  other  property  of  the
Borrower in the possession of such Bank may be applied to or
set  off by such Bank against the payment of Obligations and
any and all other liabilities, direct, or indirect, absolute
or  contingent,  due  or  to become  due,  now  existing  or
hereafter  arising, of the Borrower to such Bank.   Each  of
the  Banks agrees with each other Bank that (i) if an amount
to  be  set  off  is  to be applied to Indebtedness  of  the
Borrower to such Bank, other than Indebtedness evidenced  by
the  Notes  held by such Bank, such amount shall be  applied
ratably  to  such other Indebtedness and to the Indebtedness
evidenced by all such Notes held by such Bank, and  (ii)  if
such  Bank  shall  receive  from the  Borrower,  whether  by
voluntary   payment,  exercise  of  the  right  of   setoff,
counterclaim,  cross  action,  enforcement  of   the   claim
evidenced  by  the  Notes held by such Bank  by  proceedings
against the Borrower at law or in equity or by proof thereof
in  bankruptcy, reorganization, liquidation, receivership or
similar  proceedings,  or otherwise, and  shall  retain  and
apply to the payment of the Note or Notes held by such  Bank
any  amount in excess of its ratable portion of the payments
received by all of the Banks with respect to the Notes  held
by  all  of  the Banks, such Bank will make such disposition
and  arrangements with the other Banks with respect to  such
excess,  either by way of distribution, pro tanto assignment
of  claims, subrogation or otherwise as shall result in each
Bank  receiving  in  respect  of  the  Notes  held  by   its
proportionate  payment as contemplated  by  this  Agreement;
provided  that if all or any part of such excess payment  is
thereafter  recovered from such Bank, such  disposition  and
arrangements shall be rescinded and the amount  restored  to
the extent of such recovery, but without interest.
     
       EXPENSES.
     
     Whether  or  not  the transactions contemplated  herein
shall  be  consummated,  the  Borrower  hereby  promises  to
reimburse the Administrative Agent for all reasonable out-of-
pocket  fees  and  disbursements (including  all  reasonable
attorneys' fees) incurred or expended in connection with the
preparation, filing or recording, or interpretation of  this
Agreement,  the  other  Loan Documents,  or  any  amendment,
modification, approval, consent or waiver hereof or thereof.
The    Borrower   further   promises   to   reimburse    the
Administrative Agent and the Banks for all reasonable out-of-
pocket  fees  and  disbursements (including  all  reasonable
legal  fees  and  the allocable cost of in-house  attorneys'
fees)   incurred   or  expended  in  connection   with   the
enforcement  of any Obligations or the satisfaction  of  any
indebtedness of the Borrower hereunder or thereunder, or  in
connection  with  any  litigation,  proceeding  or   dispute
hereunder  in any way related to the credit hereunder.   The
Borrower  also promises to pay the Administrative Agent  all
reasonable out-of-pocket fees and disbursements incurred  or
expended  in  connection  with  the  Competitive  Bid   Loan
procedure  under  4  hereof,  or  in  connection  with   the
syndication of the Syndicated Loans hereunder.  The Borrower
will pay any taxes (including any interest and penalties  in
respect thereof) other than any Bank's or the Administrative
Agent's  Income  Taxes payable on or  with  respect  to  the
transactions  contemplated by this Agreement  (the  Borrower
hereby   agreeing   to   indemnify   each   Bank   and   the
Administrative Agent with respect thereto).
     
       THE AGENTS.
     
       Appointment, Powers and Immunities.
     
     Each  Bank  hereby irrevocably appoints and  authorizes
FNBB to act as Administrative Agent hereunder and under  the
other  Loan  Documents, and to exercise such powers  as  are
reasonably incidental thereto and as are set forth  in  this
Agreement  and the other Loan Documents.  The Administrative
Agent  hereby  acknowledges  that  it  does  not  have   the
authority  to negotiate any agreement which would  bind  the
Banks  or agree to any amendment, waiver or modification  of
any  of  the Loan Documents or bind the Banks except as  set
forth  in  this Agreement or the Loan Documents.  Except  as
provided  in this Agreement and in the other Loan Documents,
the  Administrative Agent shall take action or refrain  from
acting  only upon instructions of the Banks.  It  is  agreed
that  the duties, rights, privileges and immunities  of  the
Administrative Agent, in its capacity as issuer  of  Letters
of  Credit  hereunder,  shall be identical  to  the  duties,
rights,  privileges  and immunities  of  the  Administrative
Agent  as  provided  in  this 15.  The Administrative  Agent
shall  not  have  any  duties  or  responsibilities  or  any
fiduciary  relationship with any Bank except those expressly
set  forth  in  this Agreement.  Neither the  Administrative
Agent nor any of its affiliates shall be responsible to  the
Banks  for  any  recitals,  statements,  representations  or
warranties made by the Borrower or any other Person  whether
contained  herein  or otherwise or for the value,  validity,
effectiveness, genuineness, enforceability or sufficiency of
this  Agreement,  the  other Loan  Documents  or  any  other
document  referred to or provided for herein or  therein  or
for  any  failure  by the Borrower or any  other  Person  to
perform  its  obligations  hereunder  or  thereunder  or  in
respect  of the Notes.  The Administrative 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  with  reasonable  care.
Neither  the Administrative Agent nor any of its  directors,
officers, employees or agents shall be responsible  for  any
action  taken or omitted to be taken by it or them hereunder
or in connection herewith, except for its or their own gross
negligence or willful misconduct.  The Administrative  Agent
in  its  separate  capacity as a Bank shall  have  the  same
rights and powers hereunder as any other Bank.
     
       Actions By Administrative Agent.
     
     The  Administrative Agent shall be fully  justified  in
failing  or refusing to take any action under this Agreement
as  reasonably deemed appropriate unless it shall first have
received  the consent of the Banks and shall be  indemnified
to  its reasonable satisfaction by the Banks against any and
all  liability and expense which may be incurred  by  it  by
reason of taking or continuing to take any such action.  The
Administrative  Agent shall in all cases be fully  protected
in   acting,  or  in  refraining  from  acting,  under  this
Agreement  or  any of the Loan Documents in accordance  with
the  instruction of the Banks, and such instruction and  any
action  taken  or failure to act pursuant thereto  shall  be
binding  upon the Banks and all future holders of the  Notes
or any Letter of Credit Participation.
     
       Indemnification.
     
     Without  limiting the obligations of the  Borrower  and
its Subsidiaries hereunder or under any other Loan Document,
the  Banks  agree  to  indemnify  the  Agents,  ratably   in
accordance with their respective Commitment Percentages, for
any  and  all  liabilities,  obligations,  losses,  damages,
penalties,  actions, judgments, suits,  costs,  expenses  or
disbursements of any kind or nature whatsoever which may  at
any  time be imposed on, incurred by or asserted against the
Agents  in  any  way  relating to or  arising  out  of  this
Agreement  or  any  other  Loan Document  or  any  documents
contemplated  by  or referred to herein or  therein  or  the
transactions   contemplated  hereby  or   thereby   or   the
enforcement of any of the terms hereof or thereof or of  any
such other documents; provided, that no Bank shall be liable
for  any of the foregoing to the extent they arise from  the
gross negligence or willful misconduct of the Agents (or any
agent  thereof), IT BEING THE INTENT OF THE  PARTIES  HERETO
THAT THE AGENTS SHALL BE INDEMNIFIED FOR THEIR ORDINARY SOLE
OR CONTRIBUTORY NEGLIGENCE.
     
       Reimbursement.
     
     Without  limiting the provisions of 5.1(a),  5.13,  and
13,  the  Administrative Agent shall not be obliged to  make
available  to  any  Person any sum which the  Administrative
Agent is expecting to receive for the account of that Person
until  the Administrative Agent has determined that  it  has
received  that sum.  The Administrative Agent may,  however,
disburse funds prior to determining that the sums which  the
Administrative  Agent expects to receive have  been  finally
and unconditionally paid to the Administrative Agent, if the
Administrative Agent wishes to do so.  If and to the  extent
that  the  Administrative Agent does disburse funds  and  it
later becomes apparent that the Administrative Agent did not
then  receive a payment in an amount equal to the  sum  paid
out,  then any Person to whom the Administrative Agent  made
the funds available shall, on demand from the Administrative
Agent,  refund to the Administrative Agent the sum  paid  to
that  Person.   If,  in  the opinion of  the  Administrative
Agent, the distribution of any amount received by it in such
capacity hereunder or under the Loan Documents might involve
it   in   liability,  it  may  refrain  from   making   such
distribution until its right to make such distribution shall
have  been adjudicated by a court of competent jurisdiction.
If  a court of competent jurisdiction shall adjudge that any
amount received and distributed by the Administrative  Agent
is  to  be repaid, each Person to whom any such distribution
shall   have   been   made  shall  either   repay   to   the
Administrative Agent its proportionate share of  the  amount
so  adjudged to be repaid or shall pay over the same in such
manner  and to such Persons as shall be determined  by  such
court.
     
       Documents.
     
     The  Administrative Agent will forward  to  each  Bank,
promptly  after  receipt thereof, a copy of each  notice  or
other  document  furnished to the Administrative  Agent  for
such    Bank    hereunder;    provided,    however,    that,
notwithstanding the foregoing, the Administrative Agent  may
furnish  to  the  Banks a monthly summary  with  respect  to
Letters of Credit issued hereunder in lieu of copies of  the
related  Letter  of Credit Applications.  The  Documentation
Agent shall have no responsibility to the Banks with respect
to the documents hereunder.
     
       Non-Reliance on Agents and Other Banks.
     
     Each  Bank  represents that it has,  independently  and
without reliance on the Agents or any other Bank, and  based
on   such  documents  and  information  as  it  has   deemed
appropriate,  made  its  own  appraisal  of  the   financial
condition  and affairs of the Borrower and the  decision  to
enter  into this Agreement and the other Loan Documents  and
agrees that it will, independently and without reliance upon
the  Agents  or any other Bank, and based on such  documents
and  information as it shall deem appropriate at  the  time,
continue to make its own appraisals and decisions in  taking
or  not taking action under this Agreement or any other Loan
Document.   Except  as  herein  expressly  provided  to  the
contrary, the Agents shall not be required to keep  informed
as  to the performance or observance by the Borrower of this
Agreement,  the  other Loan Documents or any other  document
referred  to  or provided for herein or therein  or  by  any
other  Person of any other agreement or to make inquiry  of,
or  to  inspect  the  properties or books  of,  any  Person.
Except   for  notices,  reports  and  other  documents   and
information expressly required to be furnished to the  Banks
by  the Administrative Agent hereunder, the Agents shall not
have any duty or responsibility to provide any Bank with any
credit or other information concerning any Person which  may
come  into  the  possession of the Agents or  any  of  their
affiliates.   Each Bank shall have access to  all  documents
relating  to the Administrative Agent's performance  of  its
duties  hereunder at such Bank's request.  Unless  any  Bank
shall   promptly  object  to  any  action   taken   by   the
Administrative Agent hereunder of which such Bank has actual
knowledge  (other  than  actions  which  require  the  prior
consent of such Bank in accordance with the terms hereof  or
to  which  the provisions of 15.8 are applicable  and  other
than  actions which constitute gross negligence  or  willful
misconduct  by the Agents), such Bank shall be  presumed  to
have approved the same.
     
       Resignation of Administrative Agent.
     
     The  Administrative Agent may resign  at  any  time  by
giving  60  days' prior written notice thereof to the  Banks
and  the  Borrower.   Upon any such resignation,  the  Banks
(other  than the resigning Administrative Agent) shall  have
the  right to appoint a successor Administrative Agent  from
among  the  Banks.   If no successor to such  Administrative
Agent  shall have been so appointed by the Banks  and  shall
have  accepted  such appointment within 30  days  after  the
retiring   Administrative  Agent's  giving  of   notice   of
resignation, then the retiring Administrative Agent may,  on
behalf  of  the  Banks,  appoint a successor  Administrative
Agent  from  among  the remaining Banks, which  shall  be  a
financial institution having a combined capital and  surplus
in  excess  of $1,000,000,000.  Upon the acceptance  of  any
appointment as Administrative Agent hereunder by a successor
Administrative  Agent, such successor  Administrative  Agent
shall  thereupon succeed to and become vested with  all  the
rights,  powers,  privileges  and  duties  of  the  retiring
Administrative Agent, and the retiring Administrative  Agent
shall   be   discharged  from  its  duties  and  obligations
hereunder.    After  any  retiring  Administrative   Agent's
resignation, the provisions of this Agreement 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
Administrative   Agent.    Any  new   Administrative   Agent
appointed pursuant to this 15.7 shall immediately issue  new
Letters  of  Credit in place of Letters of Credit previously
issued,  or  if  acceptable to the resigning  Administrative
Agent,  issue  letters of credit in favor of  the  resigning
Administrative Agent as security for the outstanding Letters
of  Credit  and shall in due course replace all  Letters  of
Credit  previously  issued  by the resigning  Administrative
Agent.
     
        Action  by the Banks, Consents, Amendments, Waivers,
Etc.
     
     Any action to be taken (including the giving of notice)
may  be taken, any consent or approval required or permitted
by  the Agreement or any other Loan Document to be given  by
the  Banks  may  be given, any term of this  Agreement,  any
other  Loan  Document or any other instrument,  document  or
agreement  related  to  this Agreement  or  the  other  Loan
Documents or mentioned herein or therein may be amended, and
the  performance or observance by the Borrower or any  other
Person of any of the terms hereof or thereof and any Default
or  Event  of  Default  (as defined in  any  of  the  above-
referenced  documents or instruments) may be waived  (either
generally   or   in   a  particular  instance   and   either
retroactively  or  prospectively),  only  with  the  written
consent  of the Majority Banks; provided, however,  that  no
such  consent or amendment which affects the rights,  duties
or  liabilities  of either Agent shall be effective  without
the  written  consent  of such Agent.   Notwithstanding  the
foregoing, no amendment, waiver or consent shall do  any  of
the  following unless in writing and signed by  ALL  of  the
Banks:  (a)  increase  the principal  amount  of  the  Total
Commitment   (or   subject  the  Banks  to  any   additional
obligations); (b) reduce the principal of or interest on the
Notes  (including, without limitation, interest  on  overdue
amounts)  or  any fees payable hereunder; (c)  postpone  any
date  fixed  for  any  payment in respect  of  principal  or
interest (including, without limitation, interest on overdue
amounts) on the Notes, or any fee hereunder; (d) change  the
definition of "Majority Banks" or the number of Banks  which
shall  be required for the Banks or any of them to take  any
action  under  the Loan Documents; (e) amend this  15.8;  or
(f) change the Commitment Percentage of any Bank, except  as
permitted under 18 hereof.
     
       Holders of Notes.
     
     The  Administrative Agent may deem and treat the  payee
of  any  Note  or  the  purchaser of any  Letter  of  Credit
Participation as the absolute owner or purchaser thereof for
all  purposes  hereof until it shall have been furnished  in
writing  with  a  different name  by  such  payee  or  by  a
subsequent holder, assignee or transferee.
     
       Administrative Agent's Fee.
     
     The Borrower shall pay to the Administrative Agent, for
the  Administrative Agent's own account, on the Closing Date
and  on  each  anniversary thereof, an annual Administrative
Agent's  fee  in  an  amount previously agreed  to  in  that
certain  letter agreement, dated December 20, 1996,  between
the Borrower and the Administrative Agent.
     
       INDEMNIFICATION.
     
     The  Borrower agrees to indemnify and hold harmless the
Banks  and the Agents and their affiliates, as well  as  the
Banks'  and  the Agents' and their affiliates' shareholders,
directors,  agents, officers, subsidiaries  and  affiliates,
from  and  against all damages, losses, settlement payments,
obligations,   liabilities,   claims,   suits,    penalties,
assessments,  citations,  directives,  demands,   judgments,
actions  or causes of action, whether created by statute  or
under  the  common  law, and reasonable costs  and  expenses
incurred, suffered, sustained or required to be paid  by  an
indemnified  party  by  reason  of  or  resulting  from  the
transactions  contemplated  hereby,  except   any   of   the
foregoing which result from the gross negligence or  willful
misconduct  of any indemnified party.  In any investigation,
enforcement  matter,  proceeding  or  litigation,   or   the
preparation  therefor, the Banks and  the  Agents  shall  be
entitled to select their own counsel and, in addition to the
foregoing indemnity, the Borrower agrees to pay promptly the
reasonable fees and expenses of such counsel.  In the  event
of  the  commencement of any such proceeding  or  litigation
against  the Banks by third parties, the Borrower  shall  be
entitled  to  participate in such proceeding  or  litigation
with  counsel  of its choice at its expense,  provided  that
such  counsel shall be reasonably satisfactory to the Banks.
The   covenants  of  this  16  shall  survive   payment   or
satisfaction of payment of amounts owing with respect to any
Note or any other Loan Document, IT BEING THE INTENT OF  THE
PARTIES  HERETO THAT ALL SUCH INDEMNIFIED PARTIES  SHALL  BE
INDEMNIFIED   FOR   THEIR  ORDINARY  SOLE  OR   CONTRIBUTORY
NEGLIGENCE.
     
       SURVIVAL OF COVENANTS, ETC.
     
     Unless   otherwise   stated  herein,   all   covenants,
agreements, representations and warranties made  herein,  in
the other Loan Documents or in any documents or other papers
delivered  by  or on behalf of the Borrower pursuant  hereto
shall  be  deemed to have been relied upon by the Banks  and
the Agents, notwithstanding any investigation heretofore  or
hereafter  made by it, and shall survive the making  by  the
Banks of the Loans and the issuance, extension or renewal of
any Letters of Credit by the Administrative Agent, as herein
contemplated, and shall continue in full force and effect so
long as any amount due under this Agreement, any Obligation,
any  Letter  of  Credit or any Note remains outstanding  and
unpaid  or any Bank has any obligation to make any Loans  or
the  Administrative  Agent  has  any  obligation  to  issue,
extend,  or  renew  any  Letters of Credit  hereunder.   All
statements  contained  in  any certificate  or  other  paper
delivered by or on behalf of the Borrower pursuant hereto or
in  connection  with  the transactions  contemplated  hereby
shall  constitute  representations  and  warranties  by  the
Borrower hereunder.
     
       ASSIGNMENT AND PARTICIPATION.
     
     It  is understood and agreed that each Bank shall  have
the  right  to  assign at any time all or a portion  of  its
Commitment Percentage and interests in the risk relating  to
the  Loans, outstanding Letters of Credit and its Commitment
hereunder  in an amount equal to or greater than $10,000,000
(which  assignment  shall be of an equal percentage  of  the
Commitment,  the  Loans and outstanding  Letters  of  Credit
unless  otherwise agreed to by the Administrative Agent)  to
additional  banks or other financial institutions  with  the
prior  written  approval  of the Administrative  Agent  and,
unless  an  Event  of  Default shall have  occurred  and  be
continuing,  the  Borrower, which  approvals  shall  not  be
unreasonably withheld.  Any Bank may at any time,  and  from
time  to  time,  assign to any branch,  lending  office,  or
affiliate  or  such Bank all or any part of its  rights  and
obligations  under  the  Loan Documents  by  notice  to  the
Administrative Agent and the Borrower.  It is further agreed
that each bank or other financial institution which executes
and  delivers  to the Administrative Agent and the  Borrower
hereunder an Assignment and Acceptance substantially in  the
form  of  Exhibit E hereto (an "Assignment and  Acceptance")
together  with  an  assignment fee in the amount  of  $2,500
payable  by the assigning Bank to the Administrative  Agent,
shall,  on  the  date  specified  in  such  Assignment   and
Acceptance, become a party to this Agreement and  the  other
Loan  Documents for all purposes of this Agreement  and  the
other Loan Documents, and its portion of the Commitment, the
Loans  and Letters of Credit shall be as set forth  in  such
Assignment  and  Acceptance.  The Bank  assignor  thereunder
shall,  to  the extent that rights and obligations hereunder
have  been  assigned by it pursuant to such  Assignment  and
Acceptance, relinquish its rights and be released  from  its
obligations  under this Agreement.  Upon the  execution  and
delivery of such Assignment and Acceptance, (a) the Borrower
shall  issue  to the bank or other financial  institution  a
Syndicated  Note  in  the amount of  such  bank's  or  other
financial  institution's Commitment dated the  date  of  the
assignment  or  such other date as may be specified  by  the
Administrative   Agent,   and   otherwise    completed    in
substantially the form of Exhibit A and, to the  extent  any
assigning  Bank  has retained a portion of  its  obligations
hereunder,  a  replacement Syndicated Note to the  assigning
Bank   reflecting  its  assignment;  (b)   to   the   extent
applicable, the Borrower shall issue a Competitive Bid  Note
in  substantially the form of Exhibit B (and  a  replacement
Competitive  Bid Note); (c) the Administrative  Agent  shall
distribute to the Borrower, the Banks and such assignee bank
or financial institution a schedule reflecting such changes;
and  (d)  this Agreement shall be appropriately  amended  to
reflect  (i)  the status of the assignee bank  or  financial
institution as a party hereto and (ii) the status and rights
of the Banks hereunder.
     
     Each   Bank  shall  also  have  the  right   to   grant
participations  to  one  or more banks  or  other  financial
institutions  in  its Commitment, the Loans and  outstanding
Letters  of  Credit.   The  documents  evidencing  any  such
participation  shall  limit  such  participating  bank's  or
financial  institution's voting rights with respect  to  the
matters  set  forth in 15.8 of this Agreement which  require
the vote of all Banks.
     
     Notwithstanding   the  foregoing,  no   assignment   or
participation  shall  operate  to  increase  the  Commitment
hereunder or otherwise alter the substantive terms  of  this
Agreement, and no Bank which retains a Commitment  hereunder
shall  have a Commitment of less than $10,000,000  (as  such
amount   may  be  reduced  upon  reductions  in  the   Total
Commitment    pursuant   to   2.3   hereof)    unless    the
Administrative  Agent and the Borrower shall have  consented
to such lesser amount.
     
     Anything   contained  in  this  18  to   the   contrary
notwithstanding, any Bank may at any time pledge all or  any
portion  of  its  interest and rights under  this  Agreement
(including  all or any portion of its Notes) to any  of  the
twelve  Federal  Reserve  Banks organized  under  4  of  the
Federal Reserve Act, 12 U.S.C. 341.  No such pledge  or  the
enforcement thereof shall release the pledgor Bank from  its
obligations  hereunder  or  under  any  of  the  other  Loan
Documents.
     
       PARTIES IN INTEREST.
     
     All  the  terms  of this Agreement and the  other  Loan
Documents shall be binding upon and inure to the benefit  of
and  be enforceable by the respective successors and assigns
of  the  parties  hereto  and  thereto;  provided  that  the
Borrower  shall not assign or transfer its rights  hereunder
without the prior written consent of each of the Banks.
     
       NOTICES, ETC.
     
     Except   as  otherwise  expressly  provided   in   this
Agreement,  all  notices  and other communications  made  or
required to be given pursuant to this Agreement or the other
Loan Documents shall be in writing and shall be delivered in
hand,  mailed  by  United States first class  mail,  postage
prepaid,  or  sent  by  telegraph, telex  or  facsimile  and
confirmed by letter, addressed as follows:
          
          (a)   if  to  the  Borrower,  at  80  Ashby  Road,
     Bedford,    MA   01730-2271,   Attention:    President,
     facsimile  number (617) 533-3162, with a  copy  to  the
     General Counsel of the Borrower at the same address; or
          
          (b)   if  to FNBB or the Administrative Agent,  at
     The  First National Bank of Boston, 100 Federal Street,
     Boston,  MA  02110,  Attention: Elizabeth  C.  Everett,
     Director, facsimile number: (617) 434-0819;

or  such  other address for notice as shall have  last  been
furnished in writing to the Person giving the notice.
     
     Any  such notice or demand shall be deemed to have been
duly  given  or  made and to have become  effective  (a)  if
delivered by hand to a responsible officer of the  party  to
which it is directed, at the time of the receipt thereof  by
such  officer, (b) if sent by registered or certified first-
class  mail, postage prepaid, five (5) Business  Days  after
the posting thereof, and (c) if sent by telex, facsimile, or
cable,  at  the time of the dispatch thereof, if  in  normal
business  hours in the country of receipt, or  otherwise  at
the opening of business on the following Business Day.
     
       MISCELLANEOUS.
     
     The rights and remedies herein expressed are cumulative
and  not exclusive of any other rights which the Banks would
otherwise  have.   The captions in this  Agreement  are  for
convenience of reference only and shall not define or  limit
the  provisions  hereof.  This Agreement and  any  amendment
hereof  may be executed in several counterparts and by  each
party  on  a  separate counterpart, each of  which  when  so
executed  and  delivered shall be an original,  but  all  of
which  together shall constitute one instrument.  In proving
this  Agreement  it  shall not be necessary  to  produce  or
account  for  more than one such counterpart signed  by  the
party against whom enforcement is sought.
     
       CONSENTS, ETC.
     
     Neither  this  Agreement nor any  term  hereof  may  be
changed,   waived,  discharged  or  terminated,  except   as
provided  in  this  22, subject to the provisions  of  15.8.
No  waiver  shall  extend to or affect  any  obligation  not
expressly  waived  or  impair any right consequent  thereon.
Except  as  otherwise expressly provided in this  Agreement,
any  consent  or  approval required  or  permitted  by  this
Agreement  to  be given by the Banks may be given,  and  any
term  of  this Agreement or of any other instrument  related
hereto   or  mentioned  herein  may  be  amended,  and   the
performance  or observance by the Borrower of any  terms  of
this  Agreement or such other instrument or the  continuance
of  any  Default  or Event of Default may be waived  (either
generally   or   in   a  particular  instance   and   either
retroactively  or prospectively) with, but  only  with,  the
written  consent  of the Borrower and  the  Banks.   To  the
extent  permitted by law, no course of dealing or  delay  or
omission   on  the  part  of  any  of  the  Banks   or   the
Administrative Agent in exercising any right  shall  operate
as a waiver thereof or otherwise be prejudicial thereto.  No
notice  to  or  demand upon the Borrower shall  entitle  the
Borrower to other or further notice or demand in similar  or
other circumstances.
     
       PARI PASSU TREATMENT.
     
     Notwithstanding  anything to  the  contrary  set  forth
herein, each payment or prepayment of principal and interest
received  after  the  occurrence  of  an  Event  of  Default
hereunder  shall be distributed pari passu among the  Banks,
in  accordance  with  the  aggregate  outstanding  principal
amount of the Obligations owing to each Bank divided by  the
aggregate outstanding principal amount of all Obligations.
     
       CONFIDENTIALITY.
     
     Each  Bank  and  Agent agrees to hold any  confidential
information  that it may receive from the Borrower  pursuant
to  this Agreement or any other Loan Document in confidence,
except for disclosure:  (a) to any other Bank or Agent;  (b)
to  legal  counsel and accountants for the Borrower  or  any
Bank  or  Agent; (c) to other professional advisors  to  the
Borrower  or any Bank or Agent, provided that the  recipient
has  delivered  to  such  Bank or Agent,  as  applicable,  a
written  confidentiality agreement substantially similar  to
this  24;  (d)  to regulatory officials having  jurisdiction
over  any  Bank or Agent; (e) as required by  law  or  legal
process or in connection with any legal proceeding to  which
any Bank or Agent and the Borrower (or any Subsidiary of the
Borrower)  are adverse parties; and (f) to another financial
institution  in  connection with a disposition  or  proposed
disposition to that financial institution of all or part  of
any Bank's or Agent's interests hereunder or a participation
interest  in  its Syndicated Note or Competitive  Bid  Note,
provided  that the recipient has delivered to such  Bank  or
Agent,  as  applicable, a written confidentiality  agreement
substantially  similar  to this 24.   Each  Bank  and  Agent
further  agrees  that it will not use any such  confidential
information  in any activity or for any purpose  other  than
the  administration of the credit facilities extended to the
Borrower  under  this  Agreement.   For  purposes   of   the
foregoing,   "confidential  information"  shall   mean   any
information  respecting  the Borrower  or  its  Subsidiaries
reasonably  considered to be, is treated as, and  is  marked
as, confidential by the Borrower, other than (i) information
previously filed with any governmental agency and  available
to  the public, (ii) information previously published in any
public  medium  from  a  source  other  than,  directly   or
indirectly,  any  Bank or Agent, (iii)  information  already
known  by  any Bank or Agent or the other party in  question
other  than  as a result of a breach of this Agreement,  and
(iv) information previously disclosed by the Borrower or any
Subsidiary  to any Person not associated with  the  Borrower
without  a  written confidentiality agreement  substantially
similar  to  this  24.   Nothing in this  Section  shall  be
construed  to create or give rise to any fiduciary  duty  on
the  part  of  any  Bank or Agent to  the  Borrower  or  any
Subsidiary.
     
       WAIVER OF JURY TRIAL.
     
     TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE BORROWER
HEREBY WAIVES ITS RIGHT TO A JURY TRIAL WITH RESPECT TO  ANY
ACTION  OR  CLAIM ARISING OUT OF ANY DISPUTE  IN  CONNECTION
WITH  THIS  AGREEMENT, THE NOTES OR ANY OF  THE  OTHER  LOAN
DOCUMENTS, ANY RIGHTS OR OBLIGATIONS HEREUNDER OR THEREUNDER
OR  THE  PERFORMANCE OF SUCH RIGHTS AND OBLIGATIONS.  EXCEPT
AS  PROHIBITED BY LAW, THE BORROWER HEREBY WAIVES ANY  RIGHT
IT  MAY  HAVE TO CLAIM OR RECOVER IN ANY LITIGATION REFERRED
TO   IN  THE  PRECEDING  SENTENCE  ANY  SPECIAL,  EXEMPLARY,
PUNITIVE OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES OTHER THAN,
OR  IN  ADDITION  TO,  ACTUAL  DAMAGES.   THE  BORROWER  (A)
CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY  OF  ANY
BANK  OR THE AGENTS HAS REPRESENTED, EXPRESSLY OR OTHERWISE,
THAT  SUCH  BANK  OR  AGENT  WOULD  NOT,  IN  THE  EVENT  OF
LITIGATION,  SEEK TO ENFORCE THE FOREGOING WAIVERS  AND  (B)
ACKNOWLEDGES THAT THE AGENTS AND THE BANKS HAVE BEEN INDUCED
TO  ENTER  INTO THIS AGREEMENT AND THE OTHER LOAN  DOCUMENTS
BECAUSE  OF, AMONG OTHER THINGS, THE BORROWER'S WAIVERS  AND
CERTIFICATIONS CONTAINED HEREIN.
     
       GOVERNING LAW.
     
     THIS AGREEMENT AND EACH OF THE OTHER LOAN DOCUMENTS ARE
CONTRACTS   UNDER   THE   LAWS  OF   THE   COMMONWEALTH   OF
MASSACHUSETTS  AND SHALL FOR ALL PURPOSES  BE  CONSTRUED  IN
ACCORDANCE   WITH  AND  GOVERNED  BY  THE   LAWS   OF   SAID
COMMONWEALTH (EXCLUDING THE LAWS APPLICABLE TO CONFLICTS  OR
CHOICE  OF  LAW).  THE BORROWER CONSENTS TO THE JURISDICTION
OF  ANY  OF  THE  FEDERAL  OR STATE COURTS  LOCATED  IN  THE
COMMONWEALTH OF MASSACHUSETTS IN CONNECTION WITH ANY SUIT TO
ENFORCE  THE  RIGHTS OF THE BANKS OR THE AGENTS  UNDER  THIS
AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS.
     
       SEVERABILITY.
     
     The  provisions of this Agreement are severable and  if
any one clause or provision hereof shall be held invalid  or
unenforceable in whole or in part in any jurisdiction,  then
such  invalidity or unenforceability shall affect only  such
clause  or provision, or part thereof, in such jurisdiction,
and  shall not in any manner affect such clause or provision
in  any other jurisdiction, or any other clause or provision
of this Agreement in any jurisdiction.
     
       FINAL AGREEMENT.
     
     THIS  WRITTEN  AGREEMENT AND THE OTHER  LOAN  DOCUMENTS
REPRESENT  THE FINAL AGREEMENT BETWEEN THE PARTIES  AND  MAY
NOT  BE  CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS,
OR  SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.  THERE ARE NO
UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
     
     IN  WITNESS WHEREOF, the undersigned have duly executed
this  Agreement  under seal as of the date first  set  forth
above.
                           
                           
                           
                           MILLIPORE CORPORATION
                           
                           
                           By:_____________________________
                           ____
                              Name:
                              Title:
                           
                           
                           
                           THE   FIRST  NATIONAL   BANK   OF
                           BOSTON,   Individually   and   as
                           Administrative Agent
                           
                           
                           
                           By:_____________________________
                           ______
                              Name:
                              Title:
                           
                           
                           ABN  AMRO BANK N.V., Individually
                           and as Documentation Agent
                           
                           
                           
                           By:_____________________________
                           ______
                              Name:
                              Title:
                           
                           
                           
                           By:_____________________________
                           ______
                              Name:
                              Title:
                           
BOS-BUS:358151
                                                            
                                                            
                                                            
                     FIRST AMENDMENT TO
                 REVOLVING CREDIT AGREEMENT
     
     
     THIS FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT
(this "First Amendment") is made and entered into as of
February 11, 1997, by and among (a) MILLIPORE CORPORATION, a
Massachusetts corporation having its principal place of
business at 80 Ashby Road, Bedford, MA 01730 (the
"Borrower"), (b) THE FIRST NATIONAL BANK OF BOSTON, a
national banking association with its head office at 100
Federal Street, Boston, Massachusetts 02110 ("FNBB"), ABN
AMRO BANK N.V., with its Boston branch at One Post Office
Square, Boston, Massachusetts 02109 ("ABN"), and the other
lending institutions party hereto (collectively with FNBB
and ABN, the "Banks") and (c) THE FIRST NATIONAL BANK OF
BOSTON, as administrative agent for the Banks (the
"Administrative Agent") and ABN AMRO BANK N.V., as
documentation agent for the Banks (the "Documentation
Agent," and collectively with the Administrative Agent, the
"Agents").
     
     WHEREAS, the Borrower, FNBB, ABN, and the Agents
entered into a Revolving Credit Agreement dated as of
January 22, 1997 (the "Credit Agreement"), pursuant to which
FNBB and ABN extended credit to the Borrower on the terms
set forth therein;
     
     WHEREAS, FNBB and ABN (collectively, the "Assignor
Banks") wish to assign interests in their Syndicated Loans,
Letter of Credit Participations, Commitments, and other
rights, interests and obligations under the Credit Agreement
to the other financial institutions listed on Schedule 1
attached hereto (collectively, the "Assignee Banks"), and
the Assignee Banks wish to assume such interests and become
parties to the Credit Agreement, all as set forth in this
First Amendment; and
     
     WHEREAS, the parties desire to amend the Credit
Agreement to reflect such assignments and to amend certain
terms of the Credit Agreement as set forth herein;
     
     NOW, THEREFORE, in consideration of the foregoing, and
for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties
agree to amend the Credit Agreement as follows:
     
          Definitions.  Capitalized terms used herein
without definition shall have the meanings assigned to such
terms in the Credit Agreement.
     
          Amendment to 1.1.  The following definitions in
1.1 of the Credit Agreement are hereby amended to read as
follows:
     
     Drawdown Date.  The date on which any Loan is made or
is to be made, or any Loan is converted or continued in
accordance with 2.7.
     
     Permitted Receivables Transaction.  Any sale or sales
(including on a revolving basis) of, and/or securitization
of, any accounts receivable of the Borrower and/or any of
its Subsidiaries not to exceed $100,000,000 in the aggregate
at any one time outstanding.
     
          Amendment to 2.3(c).  Section 2.3(c) is hereby
amended to read as follows:
     
     (c)  In the event that the Note Purchase Agreement is
not amended on or before February 20, 1997, the Borrower may
request that the Total Commitment be increased by
$50,000,000 hereunder, which increase is subject to the
approval of the Administrative Agent; provided, however,
that in the event that such an increase is approved, (i) any
Bank which is a party to this Agreement prior to such
increase shall not be required to increase its Commitment
hereunder, (ii) such Bank's Commitment Percentage shall be
correspondingly decreased to reflect such increase in the
Total Commitment, and (iii) any such increase and the
$50,000,000 of Total Commitment reserved pursuant to 7.18
shall be used to repay the Borrower's obligations under the
Note Purchase Agreement.
     
          Amendment to 3.2(a).  Section 3.2(a) is amended
by substituting the phrase, "date of any drawing under any
Letter of Credit" for the phrase, "Drawdown Date" in
subsection (ii) thereof.
     
          Amendment to 11.1.  Section 11.1 is amended by
substituting the phrase, "any Drawdown Date" for the phrase,
"the making of such Loan."
     
          Amendment to 12.1(f).  Section 12.1(f) is amended
by inserting the phrase, "any obligation in respect of"
immediately prior to the first occurrence of the words, "any
Indebtedness."
     
          Amendment of 18.  Section 18 is amended by
deleting the word "Percentage" immediately following the
word "Commitment" in the first sentence thereof.
     
          Waiver of the Requirements of 18.  The parties
hereto hereby agree that, to the extent that the actions
taken in connection with the assignments contemplated
hereunder do not comply with certain requirements set forth
in 18, such requirements are hereby waived by all parties,
and the assignments made pursuant to this First Amendment
shall be fully effective to the same extent as if all such
requirements had been fulfilled.
     
          Amendment to Schedule 1 to the Credit Agreement.
Schedule 1 to the Credit Agreement is hereby amended by
deleting such schedule in its entirety and substituting the
Schedule 1 attached hereto in place thereof.  The parties
hereto hereby acknowledge and agree that each reference to
Schedule 1 in the Credit Agreement or any other Loan
Document shall henceforth be a reference to Schedule 1
attached hereto or as subsequently amended.
     
          Assignment.
     
     (a)  Each Assignor Bank hereby sells and assigns to the
Assignee Banks, and each Assignee Bank hereby purchases and
assumes without recourse to the Assignor Banks, an interest
in and to the rights, benefits, indemnities and obligations
of the Assignor Banks under the Credit Agreement equal to
such Assignee Bank's Commitment Percentage (as set forth on
Schedule 1 hereto) in respect of the Total Commitment and
the Letter of Credit Participations, each as in effect
immediately prior to the Effective Date (as hereinafter
defined).
     
     (b)  Each of FNBB and ABN represents and warrants that,
as of the date hereof, (i) ABN's Commitment is $100,000,000,
its Commitment Percentage is 22.2222%, and the aggregate
outstanding principal balance of its Syndicated Loans equals
$60,000,000 and (ii) FNBB's Commitment is $350,000,000, its
Commitment Percentage is 77.7778%, and the aggregate
outstanding principal balance of its Syndicated Loans equals
$210,000,000 (in each case, before giving effect to the
assignments contemplated hereby or any contemplated
assignments which have not yet become effective),
(iii) there are no outstanding Letters of Credit, and (iv)
there are no outstanding Competitive Bid Loans.
     
     (c)  Each Assignor Bank (i) represents and warrants
that it is legally authorized to enter into this First
Amendment, but otherwise makes no representation or
warranty, express or implied, and assumes no responsibility
with respect to any statements, warranties or
representations made in or in connection with the Credit
Agreement or any of the other Loan Documents or the
execution (other than on the part of the Assignor Banks),
legality, validity, enforceability, genuineness, sufficiency
or value of the Credit Agreement, the other Loan Documents
or any other instrument or document furnished pursuant
thereto, other than that it is the legal and beneficial
owner of the interest being assigned by it hereunder free
and clear of any claim or encumbrance; and (ii) makes no
representation or warranty and assumes no responsibility
with respect to the financial condition of the Borrower or
any of its Subsidiaries, or the performance or observance by
the Borrower or any of its Subsidiaries or any of their
respective Subsidiaries in respect of any of the Obligations
under the Credit Agreement or any of the other Loan
Documents or any other instrument or document delivered or
executed pursuant thereto.
     
     (d)  Each of the Assignee Banks (i) represents and
warrants that (A) it is duly and legally authorized to enter
into this First Amendment, (B) the execution, delivery and
performance of this First Amendment do not conflict with any
provision of law or of the charter or bylaws of such
Assignee Bank, or of any agreement binding on such Assignee
Bank, and (C) all acts, conditions and things required to be
done and performed and to have occurred prior to the
execution, delivery and performance of this First Amendment,
and to render the same the legal, valid and binding
obligation of each of the Assignee Banks, enforceable
against it in accordance with its terms, have been done and
performed and have occurred in due and strict compliance
with all applicable laws; (ii) confirms that it has received
a copy of the Credit Agreement and each of the other Loan
Documents, together with copies of the most recent financial
statements delivered pursuant to 6.4 and 7.4 of the Credit
Agreement and such other documents and information as it has
deemed appropriate to make its own credit analysis and
decision to enter into this First Amendment; (iii) agrees
that it will, independently and without reliance upon any
Assignor Bank, any Agent, or any Bank, and based on such
documents and information as it shall deem appropriate at
the time, continue to make its own credit decisions in
taking or not taking action under the Credit Agreement; (iv)
appoints and authorizes the Administrative Agent to take
such action as agent on its behalf and to exercise such
powers under the Credit Agreement and the other Loan
Documents as are delegated to the Administrative Agent by
the terms thereof, together with such powers as are
reasonably incidental thereto; (v) agrees that it will
perform in accordance with their terms all of the
obligations which by the terms of the Credit Agreement are
required to be performed by it as a Bank; and (vi) agrees to
treat in confidence any "confidential information" obtained
by it concerning the Borrower and its Subsidiaries in
accordance with the terms of 24 of the Credit Agreement.
     
     (e)  From and after the Effective Date, each of the
Assignee Banks shall be a party to the Credit Agreement,
shall become a "Bank" for all purposes under the Credit
Agreement and the Loan Documents, and shall have the rights
and obligations of a Bank thereunder.
     
          Representations and Warranties.  The Borrower
represents and warrants as follows:
     
     (a)  The execution and delivery of this First
Amendment, the Replacement Notes (as hereinafter defined),
the Competitive Bid Notes, and the Credit Agreement, as
modified by this First Amendment, and the performance of the
transactions contemplated hereby and thereby (i) are within
the corporate authority of the Borrower, (ii) have been duly
authorized by all necessary corporate proceedings on the
part of the Borrower, (iii) do not conflict with or result
in any material breach or contravention of any provision of
law, statute, rule or regulation to which the Borrower is
subject or any judgment, order, writ, injunction, license or
permit applicable to the Borrower so as to materially
adversely affect the assets, business or any activity of the
Borrower, and (iv) do not conflict with any provision of the
corporate charter or bylaws of the Borrower or any agreement
or other instrument binding upon the Borrower.  There have
been no amendments to the charter documents or bylaws of the
Borrower since January 22, 1997.
     
     (b)  The execution and delivery of this First
Amendment, the Replacement Notes, the Competitive Bid Notes,
and the Credit Agreement, as modified by this First
Amendment, and the performance of the transactions
contemplated hereby and thereby will result in valid and
legally binding obligations of the Borrower party thereto
enforceable against the Borrower in accordance with the
respective terms and provisions hereof and thereof, except
as enforceability is limited by bankruptcy, insolvency,
reorganization, moratorium or other laws relating to or
affecting generally the enforcement of creditors rights and
except to the extent that availability of the remedy of
specific performance or injunctive relief is subject to the
discretion of the court before which any proceeding therefor
may be brought.
     
     (c)  The execution and delivery by the Borrower of this
First Amendment, the Replacement Notes, the Competitive Bid
Notes, and the Credit Agreement, as modified by this First
Amendment, and the consummation by the Borrower of the
transactions contemplated hereby and thereby do not require
any approval or consent of, or filing with, any governmental
agency or authority other than those already obtained.
     
     (d)  The representations and warranties contained in
the Credit Agreement or in any document or instrument
delivered pursuant to or in connection with the Credit
Agreement, the Replacement Notes, the Competitive Bid Notes,
or this First Amendment were true as of the date as of which
they were made and are true at and as of the Effective Date
with the same effect as if made at and as of that time
(except to the extent of changes resulting from transactions
contemplated or permitted by the Credit Agreement and
changes occurring in the ordinary course of business which
singly or in the aggregate are not materially adverse, and
to the extent that such representations and warranties
relate expressly and solely to an earlier date).
     
     (e)  The Borrower has performed and complied with all
terms and conditions in the Credit Agreement and this First
Amendment required to be performed or complied with by it
prior to or at the Effective Date, and no Default or Event
of Default or condition which would result in a Default or
Event of Default has occurred and is continuing.
     
          Ratification, etc.  Except as expressly amended
hereby, the Credit Agreement, the other Loan Documents and
all documents, instruments and agreements related thereto
are hereby ratified and confirmed in all respects and shall
continue in full force and effect.  This First Amendment and
the Credit Agreement shall hereafter be read and construed
together as a single document, and all references in the
Credit Agreement, any other Loan Document or any agreement
or instrument related to the Credit Agreement shall
hereafter refer to the Credit Agreement as amended by this
First Amendment.
     
          GOVERNING LAW.  THIS FIRST AMENDMENT SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
COMMONWEALTH OF MASSACHUSETTS (WITHOUT REFERENCE TO CONFLICT
OF LAWS) AND SHALL TAKE EFFECT AS A SEALED INSTRUMENT IN
ACCORDANCE WITH SUCH LAWS.
     
          Counterparts.  This First Amendment may be
executed in any number of counterparts and by different
parties hereto on separate counterparts, each of which when
so executed and delivered shall be an original, but all of
which counterparts taken together shall be deemed to
constitute one and the same instrument.
     
          Effectiveness.  This First Amendment shall become
effective upon the satisfaction of each of the following
conditions (the "Effective Date"):
     
     (a)  This First Amendment shall have been executed and
delivered by the respective parties hereto;
     
     (b)  The Borrower shall have executed and delivered
(i) to each Assignor Bank a replacement Syndicated Note and
(ii) to each Assignee Bank a Syndicated Note, in each case
in substantially the form of Exhibit A to the Credit
Agreement and in an amount equal to such Bank's Commitment
Percentage (as reflected on Schedule 1 attached hereto)
multiplied by the Total Commitment (collectively, the
"Replacement Notes"), and (iii) to each Assignee Bank so
requesting, a Competitive Bid Note in substantially the form
of Exhibit B to the Credit Agreement;
     
     (c)  All corporate action necessary for the valid
execution and delivery by the Borrower of this First
Amendment, the Credit Agreement, as amended by this First
Amendment, the Replacement Notes, and the Competitive Bid
Notes, and the performance of the transactions contemplated
hereby and thereby shall have been taken, and satisfactory
evidence thereof shall have been provided to the
Administrative Agent; and
     
     (d)  The Administrative Agent shall have received a
favorable opinion addressed to the Administrative Agent
dated the Effective Date, in form and substance satisfactory
to the Administrative Agent, regarding the authority, the
due and valid execution and delivery, and the enforceability
of this First Amendment, the Replacement Notes, and the
Competitive Bid Notes.
     
          Return of Old Notes.  As soon as practicable after
the Effective Date, each Assignor Bank shall return to the
Borrower marked "Substituted" its Syndicated Note issued by
the Borrower to such Assignor Bank on the Closing Date.
     
     IN WITNESS WHEREOF, each of the undersigned has duly
executed this First Amendment under seal as of the date
first set forth above.

                              
                              THE BORROWER:
                              
                              MILLIPORE CORPORATION
                              
                              
                              By:
                              
                              Name:
                              
                              Title:
                              
                              
                              
                              THE BANKS AND AGENTS:
                              
                              THE FIRST NATIONAL BANK OF
                              BOSTON, individually and as
                              Agent
                              
                              
                              By:
                                   Elizabeth C. Everett
                                   Director
                              
                              
                              ABN AMRO BANK N.V.
                              
                              
                              By:
                                   Name:
                                   Title:
                              
                              
                              By:
                                   Name:
                                   Title:
                              
                              
                              
                              THE DAI-ICHI KANGYO
                              BANK, LTD.
                              
                              
                              By:
                                   Name:
                                   Title:
                              
                              
                              By:
                                   Name:
                                   Title:
                              
                              
                              THE SUMITOMO BANK, LIMITED
                              
                              
                              By:
                                   Name:
                                   Title:
                              
                              
                              By:
                                   Name:
                                   Title:
                              
                              
                              THE SAKURA BANK, LIMITED
                              NEW YORK BRANCH
                              
                              
                              By:
                                   Name:
                                   Title:
                              
                              
                              By:
                                   Name:
                                   Title:
                              
                              
                              THE CHASE MANHATTAN BANK
                              
                              
                              By:
                                   Name:
                                   Title:
                              
                              
                              BANK OF TOKYO-MITSUBISHI TRUST
                              COMPANY
                              
                              
                              By:
                                   Name:
                                   Title:
                              
                              
                              By:
                                   Name:
                                   Title:
                              
                              
                              CREDIT LYONNAIS NEW YORK
                              BRANCH
                              
                              
                              By:
                                   Name:
                                   Title:
                              
                              
                              By:
                                   Name:
                                   Title:
                              
                              
                              THE BANK OF NOVA SCOTIA
                              
                              
                              By:
                                   Name:
                                   Title:
                              
                              
                              By:
                                   Name:
                                   Title:
                              
                              
                              FLEET NATIONAL BANK
                              
                              
                              By:
                                   Name:
                                   Title:
                              
                              
                              By:
                                   Name:
                                   Title:
                              
                              
                              MELLON BANK, N.A.
                              
                              
                              By:
                                   Name:
                                   Title:
                              
                              
                              By:
                                   Name:
                                   Title:
                              
                              
                              STATE STREET BANK AND TRUST
                              COMPANY
                              
                              
                              By:
                                   Name:
                                   Title:
                              
                              
                              By:
                                   Name:
                                   Title:
                              
                              
                              CITIZENS BANK OF MASSACHUSETTS
                              
                              
                              By:
                                   Name:
                                   Title:
                              
                              
                              By:
                                   Name:
                                   Title:
                              
                              
                              MORGAN GUARANTY TRUST COMPANY
                              OF NEW YORK
                              
                              
                              By:
                                   Name:
                                   Title:
                              
                              
                              By:
                                   Name:
                                   Title:
                              
                              
                              THE SANWA BANK, LIMITED
                              
                              
                              By:
                                   Name:
                                   Title:
                              
                              
                              By:
                                   Name:
                                   Title:
                              
                              
                              YASUDA TRUST & BANKING CO.
                              
                              
                              By:
                                   Name:
                                   Title:
                              
                              
                              By:
                                   Name:
                                   Title:
                              
                              
                              
                                                  SCHEDULE 1
                               
                               
                 BANKS; COMMITMENT PERCENTAGES
                               
                               
            BANK                   COMMITMENT PERCENTAGE
The First National Bank of                   
Boston                                       
Domestic and Eurodollar                10.00000000%
Lending Office:
 100 Federal Street
 Boston, MA  02110
 Attention:    Elizabeth C.
Everett, Director
 Fax Number:  (617) 434-0819

ABN Amro Bank N.V.                           
Domestic and Eurodollar                      
Lending Office:                        10.00000000%
 One Post Office Square, 39th
Floor
 Boston, MA  02109
 Attention:  Charles Wahle
 Fax Number:  (617) 988-7910

The Dai-Ichi Kangyo Bank,                    
Ltd.                                         
Domestic and Eurodollar                 4.44444444%
Lending Office:
 One World Trade Center,
Suite 4911
 New York, NY  10048
 Attention:  Tom Fennessey
 Fax Number:  (212) 524-0579

The Sumitomo Bank, Limited                   
Domestic and Eurodollar                      
Lending Office:                         4.44444444%
 U.S. Corporate Department
 277 Park Avenue
 New York, NY  10172
 Attention:  Angelo
Balestrieri
 Fax Number:  (212) 224-5188

The Sakura Bank, Limited                     
New York Branch                              
Domestic and Eurodollar                 4.44444444%
Lending Office:
 277 Park Avenue, 45th floor
 New York, NY  10172
 Attention:  Shelly Yu
 Fax Number:  (212) 888-7651

The Chase Manhattan Bank                     
Domestic and Eurodollar                      
Lending Office:                         8.70370370%
 999 Broad Street
 Bridgeport, CT  06604
 Attention:  David Nackley
 Fax Number:  (203) 382-6314

Bank of Tokyo-Mitsubishi                     
Trust Company                                
Domestic and Eurodollar                 8.70370370%
Lending Office:
 1251 Avenue of the Americas
 New York, NY  10020-1104
 Attention:  Frederick Leone,
Esq.
 Fax Number:  (212) 782-6420

Credit Lyonnais New York                     
Branch                                       
Domestic and Eurodollar                 6.11111111%
Lending Office:
 53 State Street
 Boston, MA  02110
 Attention:  David O'Connell
 Fax Number:  (617) 723-4803

The Bank of Nova Scotia                      
Domestic and Eurodollar                      
Lending Office:                         6.11111111%
 101 Federal Street, 16th
floor
 Boston, MA  02210
 Attention:  Mike Bradley
 Fax Number:  (617) 951-2177

Fleet National Bank                          
Domestic and Eurodollar                      
Lending Office:                         8.70370370%
 One Federal Street, MAOFO305
 Boston, MA  02211
 Attention:  Amy Tsokanis
 Fax Number:  (617) 346-0590

Mellon Bank, N.A.                            
Domestic and Eurodollar                      
Lending Office:                         4.44444444%
 One Boston Place, Aim #024-
006A
 Boston, MA  02108
 Attention:  Rita Long
 Fax Number:  (617) 722-7994

State Street Bank and Trust                  
Company                                      
Domestic and Eurodollar                 4.44444444%
Lending Office:
 225 Franklin Street, M2
 Boston, MA  02110
 Attention:  Fran Rust
 Fax Number:  (617) 664-3675

Citizens Bank of                             
Massachusetts                                
Domestic and Eurodollar                 4.44444444%
Lending Office:
 55 Summer Street, 4th floor
 Boston, MA  02110
 Attention:  Bruce Bernier
 Fax Number:  (617) 422-8354

Morgan Guaranty Trust                        
Company of New York                          
Domestic and Eurodollar                 4.44444444%
Lending Office:
 60 Wall Street
 New York, NY  10260
 Attention:  Deborah Brodheim
 Fax Number:  (212) 648-5018

The Sanwa Bank, Limited                      
Domestic and Eurodollar                      
Lending Office:                         6.11111111%
 Park Avenue Plaza
 55 East 52nd Street
 New York, NY  10055
 Attention:  Renko Hara
 Fax Number:  (212) 754-2368

For credit matters, please
copy correspondence to:
 One Financial Center, 2812
 Boston, MA  02111
 Attention:  Dale Edmunds
 Fax Number:  (617) 350-7212

Yasuda Trust & Banking Co.                   
Domestic and Eurodollar                      
Lending Office:                         4.44444444%
 666 5th Avenue
 New York, NY  10103
 Attention:  Ken Nasto
 Fax Number:  (212) 373-5796

                               
                           
                           WAIVER TO
                  REVOLVING CREDIT AGREEMENT

       WAIVER  AGREEMENT  (this  "Waiver  Agreement")  TO  THE
REVOLVING  CREDIT AGREEMENT dated as of January 22,  1997,  as
amended (the "Credit Agreement") made and entered into  as  of
February  18, 1997, by and among (a) MILLIPORE CORPORATION,  a
Massachusetts  corporation  having  its  principal  place   of
business  at  80  Ashby  Road,  Bedford,  MA  01730-2271  (the
"Borrower"), (b) THE FIRST NATIONAL BANK OF BOSTON, a national
banking  association  with  its head  office  at  100  Federal
Street,  Boston, Massachusetts 02110 ("FNBB"), ABN  AMRO  BANK
N.V.,  with  its  Boston  branch at One  Post  Office  Square,
Boston,  Massachusetts 02109 ("ABN"), and  the  other  lending
institutions  party thereto (collectively with FNBB  and  ABN,
the  "Banks")  and (c) THE FIRST NATIONAL BANK OF  BOSTON,  as
administrative   agent  for  the  Banks  (the  "Administrative
Agent") and ABN AMRO BANK N.V., as documentation agent for the
Banks  (the "Documentation Agent," and collectively  with  the
Administrative Agent, the "Agents").

      WHEREAS, the Agents and the Banks have agreed  to  waive
certain  provisions of the Credit Agreement on the  conditions
and for the period as hereinafter set forth;

      NOW, THEREFORE, for good and valuable consideration, the
receipt  and sufficiency of which is hereby acknowledged,  the
parties hereto agree as follows:

      1.   Definitions.  Capitalized terms used herein without
definition  shall have the meanings ascribed to  them  in  the
Credit Agreement.

     2.   Waiver of 7.18 of the Credit Agreement.

           (a)   Any  Event  of Default which would  otherwise
occur  under  7.18  as a result of the Borrower's  failure  to
amend  the  Note Purchase Agreement on or before February  20,
1997  is  hereby  waived,  provided  that  the  Note  Purchase
Agreement  shall be amended on or before March  21,  1997  and
provided further that until such amendment is effective or the
Note  Purchase  Agreement is terminated,  the  Borrower  shall
ensure  that  $50,000,000  of  the  Total  Commitment  remains
available.

          (b)  The Agents, the Banks, and the Borrower further
agree  that the Borrower may request an increase in the  Total
Commitment, subject to the conditions set forth in  2.3(c)  of
the  Credit Agreement, as amended, in the event that the  Note
Purchase Agreement is not amended on or before March 21, 1997.

      3.    Ratification, etc.  Except as expressly waived  or
amended hereby, the Credit Agreement, the other Loan Documents
and  all documents, instruments and agreements related thereto
are  hereby ratified and confirmed in all respects  and  shall
continue in full force and effect.

     4.   Counterparts.  This Waiver Agreement may be executed
in  any number of counterparts and by different parties hereto
on  separate counterparts, each of which when so executed  and
delivered  shall be an original, but all of which counterparts
taken together shall be deemed to constitute one and the  same
instrument.   Complete sets of counterparts  shall  be  lodged
with the Banks.

      5.    Effectiveness.  This Waiver Agreement shall become
effective  upon  its execution and delivery by the  respective
parties hereto.

      IN  WITNESS WHEREOF, each of the undersigned  have  duly
executed this Waiver Agreement under seal as of the date first
set forth above.

                         
                         THE BORROWER:
                         
                         MILLIPORE CORPORATION
                         
                         
                         By:
                            Jeffrey Rudin, Corporate Vice
                         President
                         
                         
                         THE BANKS AND AGENTS:
                         
                         THE FIRST NATIONAL BANK OF BOSTON,
                         individually and as Agent
                         
                         
                         By:
                            Elizabeth C. Everett, Director
                         
                         
                         ABN AMRO BANK N.V., individually and
                         as Documentation Agent
                         
                         By:
                            Carol A. Levine, Senior Vice
                         President
                         
                         
                         By:
                            Charles J. Wahle, Vice President
                         
                         THE DAI-ICHI KANGYO
                         BANK, LTD.
                         
                         
                         By:
                            Thomas M. Fennessey
                            Assistant Vice President
                         
                         
                         THE SUMITOMO BANK, LIMITED
                         
                         
                         By:
                            John C. Kissinger, Joint General
                         Manager
                         
                         
                         THE SAKURA BANK, LIMITED
                         NEW YORK BRANCH
                         
                         
                         By:
                            Yasumasa Kikuchi, Senior Vice
                         President
                         
                         
                         THE CHASE MANHATTAN BANK
                         
                         
                         By:
                            David M. Nackley, Vice President
                         
                         
                         BANK OF TOKYO-MITSUBISHI TRUST
                         COMPANY
                         
                         
                         By:
                            Patrick D. Bonebrake, Assistant
                         Vice President
                         
                         
                         CREDIT LYONNAIS NEW YORK BRANCH
                         
                         
                         By:
                            Alain Papiasse, Executive Vice
                         President
                         
                         
                         THE BANK OF NOVA SCOTIA
                         
                         
                         By:
                            Terry M. Pitcher, Vice President
                         
                         
                         By:
                            Michael R. Bradley
                            Senior Relationship Manager
                         
                         
                         FLEET NATIONAL BANK
                         
                         
                         By:
                            Lisa S. Coney, Senior Vice
                         President
                         
                         
                         MELLON BANK, N.A.
                         
                         
                         By:
                            Rita C. Long, Vice President
                         
                         
                         STATE STREET BANK AND TRUST COMPANY
                         
                         
                         By:
                            Monica M. Sheehan, Vice President
                         
                         
                         CITIZENS BANK OF MASSACHUSETTS
                         
                         
                         By:
                            Bruce A. Bernier, Vice President
                         
                         
                         MORGAN GUARANTY TRUST COMPANY OF NEW
                         YORK
                         
                         
                         By:
                            Diana H. Imhof, Vice President
                         
                         
                         THE SANWA BANK, LIMITED
                         
                         
                         By:
                            Yutaka Higashino, Senior Vice
                         President
                         
                         
                         YASUDA TRUST & BANKING CO.
                         
                         
                         By:
                            Rohn Laudenschlager, Senior Vice
                         President
                         CREDITO ITALIANO SPA
                         
                         
                         By:
                            Harmon P. Butler, First Vice
                         President
                         
                         
                         By:
                            Saiyed A. Abbas, Assistant Vice
                         President