<PAGE>
                       ==================================

                                  $850,000,000

                                CREDIT AGREEMENT

                                      among

                             COLTEC INDUSTRIES INC,

                                 VARIOUS BANKS,

                             BANKERS TRUST COMPANY,
                             as Administrative Agent

                                       and

                            BANK OF AMERICA ILLINOIS,
                             as Documentation Agent

                                       and


                            THE CHASE MANHATTAN BANK,
                              as Syndication Agent

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

                           Dated as of March 24, 1992,

                   Amended and Restated as of January 11, 1994
                                   and further
                  Amended and Restated as of December 18, 1996

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

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                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----

Section 1.  Amount and Terms of Credit.......................................  1
         1.01  The Commitments...............................................  1
         1.02  Minimum Amount of Each Borrowing..............................  4
         1.03  Notice of Borrowing...........................................  4
         1.04  Disbursement of Funds.........................................  5
         1.05  Notes.......................................................... 6
         1.06  Conversions...................................................  7
         1.07  Pro Rata Borrowings...........................................  8
         1.08  Interest......................................................  8
         1.09  Interest Periods..............................................  9
         1.10  Increased Costs, Illegality, etc.............................. 11
         1.11  Compensation.................................................. 14
         1.12  Replacement of Banks.......................................... 14
         1.13  Change of Lending Office...................................... 15

Section 2.  Letters of Credit................................................ 16
         2.01  Letters of Credit............................................. 16
         2.02  Letter of Credit Requests..................................... 18
         2.03  Letter of Credit Participations............................... 18
         2.04  Agreement to Repay Letter of Credit Drawings.................. 21
         2.05  Increased Costs............................................... 23

Section 3.  Commitment Commission; Fees; Reductions of Commitment............ 24
         3.01  Fees.......................................................... 24
         3.02  Voluntary Termination of Unutilized Commitments............... 25
         3.03  Mandatory Reduction of Commitments............................ 25

Section 4.  Prepayments; Payments; Taxes..................................... 28
         4.01  Voluntary Prepayments......................................... 28
         4.02  Mandatory Repayments and Commitment Reductions................ 29
         4.03  Method and Place of Payment................................... 30
         4.04  Net Payments.................................................. 30

Section 5.  Conditions Precedent To The Restatement Effective Date........... 33
         5.01  Execution of Agreement; Notes................................. 33
         5.02  Officer's Certificate......................................... 33
         5.03  Opinions of Counsel........................................... 34
         5.04  Corporate Documents; Proceedings.............................. 34
         5.05  Debt Agreements; Tax Sharing Agreements....................... 34
         5.06  Subsidiaries Guaranty......................................... 35
         5.07  Company Pledge Agreement...................................... 35


                                       i
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                                                                            Page

                                                                            ----

         5.08  Subsidiaries Pledge Agreement................................. 35
         5.09  Security Agreements........................................... 36
         5.10  Mortgages; Title Insurance; etc............................... 36
         5.11  Adverse Change, etc........................................... 37
         5.12  Litigation.................................................... 38
         5.13  Solvency Certificate; Environmental Analyses; Insurance 
               Analyses...................................................... 38
         5.14  Repayment of Certain Original Loans; Payment of Fees, etc..... 38
         5.15  Balance Sheet................................................. 39
         5.16  Existing Indebtedness......................................... 39
         5.17  Tender Offer/Consent Solicitations............................ 39

Section 6.  Conditions Precedent To All Credit Events........................ 40
         6.01  No Default; Representations and Warranties.................... 40
         6.02  Notice of Borrowing; Letter of Credit Request................. 41

Section 7.  Representations, Warranties and Agreements....................... 41
         7.01  Corporate Status.............................................. 42
         7.02  Corporate Power and Authority................................. 42
         7.03  No Violation.................................................. 43
         7.04  Governmental Approvals........................................ 43
         7.05  Financial Statements; Financial Condition; Undisclosed 
               Liabilities; Projections; etc................................. 43
         7.06  Litigation.................................................... 45
         7.07  True and Complete Disclosure.................................. 45
         7.08  Use of Proceeds; Margin Regulations........................... 45
         7.09  Tax Returns and Payments...................................... 46
         7.10  Compliance with ERISA......................................... 47
         7.11  The Security Documents........................................ 48
         7.12  Representations and Warranties in Credit Documents............ 49
         7.13  Properties.................................................... 49
         7.14  Capitalization................................................ 49
         7.15  Subsidiaries.................................................. 50
         7.16  Compliance with Statutes, etc................................. 50
         7.17  Investment Company Act........................................ 50
         7.18  Public Utility Holding Company Act............................ 50
         7.19  Environmental Matters......................................... 50
         7.20  Labor Relations............................................... 51
         7.21  Patents, Licenses, Franchises and Formulas.................... 52
         7.22  Indebtedness.................................................. 52
         7.23  Restrictions on or Relating to Subsidiaries................... 52
         7.24  Refinancing................................................... 53
         7.25  Debarment or Suspension....................................... 53
         7.26  Existing Senior Debentures.................................... 53
         7.27  Case Management Subsidiary.................................... 53


                                      -ii-
<PAGE>

                                                                            Page
                                                                            ----


Section 8.  Affirmative Covenants............................................ 54
         8.01  Information Covenants......................................... 54
         8.02  Books, Records and Inspections................................ 58
         8.03  Maintenance of Property, Insurance............................ 58
         8.04  Corporate Franchises.......................................... 59
         8.05  Compliance with Statutes, etc................................. 59
         8.06  Compliance with Environmental Laws............................ 60
         8.07  ERISA ........................................................ 61
         8.08  End of Fiscal Years; Fiscal Quarters.......................... 62
         8.09  Performance of Obligations.................................... 62
         8.10  Payment of Taxes.............................................. 62
         8.11  Foreign Subsidiaries Security................................. 63
         8.12  Ownership of Subsidiaries..................................... 63
         8.13  Revised Forms 441S............................................ 64
         8.14  Permitted Acquisitions........................................ 64
         8.15  Additional Security; Further Assurances....................... 66
         8.16  Case Management Subsidiary.................................... 68

Section 9.  Negative Covenants............................................... 69
         9.01  Liens......................................................... 69
         9.02  Consolidation, Merger, Purchase or Sale of Assets, etc........ 72
         9.03  Dividends .................................................... 76
         9.04  Indebtedness.................................................. 77
         9.05  Advances, Investments and Loans............................... 80
         9.06  Transactions with Affiliates.................................. 84
         9.07  Capital Expenditures.......................................... 85
         9.08  Current Ratio................................................. 85
         9.09  Interest Coverage Ratio....................................... 85
         9.10  Leverage Ratio................................................ 86
         9.11  Limitation on Voluntary Payments and Modifications 
               of Indebtedness; Modifications of Certificate of 
               Incorporation, By-Laws and Certain Other Agreements; etc...... 86
         9.12  Limitation on Certain Restrictions on Subsidiaries............ 86
         9.13  Limitation on Issuance of Capital Stock....................... 87
         9.14  Business ..................................................... 88
         9.15  Limitation on Creation of Subsidiaries........................ 88
         9.16  Restrictions Regarding Case Management Subsidiary............. 89

Section 10.  Events of Default............................................... 90
         10.01  Payments .................................................... 90
         10.02  Representations, etc......................................... 90
         10.03  Covenants.................................................... 91
         10.04  Default Under Other Agreements............................... 91
         10.05  Bankruptcy, etc.............................................. 91
         10.06  ERISA ....................................................... 92


                                     -iii-
<PAGE>

                                                                            Page
                                                                            ----


         10.07  Security Documents........................................... 93
         10.08  Guaranties................................................... 93
         10.09  Judgments.................................................... 94
         10.10  Change of Control............................................ 94
         10.11  Debarment or Suspension...................................... 94

Section 11.  Definitions And Accounting Terms................................ 95
         11.01  Defined Terms................................................ 95

Section 12.  The Agents......................................................134
         12.01  Appointment..................................................134
         12.02  Nature of Duties.............................................135
         12.03  Lack of Reliance on the Agents...............................135
         12.04  Certain Rights of the Administrative Agent...................136
         12.05  Reliance ....................................................136
         12.06  Indemnification..............................................136
         12.07  The Agents in their Individual Capacities....................137
         12.08  Holders .....................................................137
         12.09  Resignation by the Agents....................................137

Section 13.  Miscellaneous...................................................138
         13.01  Payment of Expenses, etc.....................................138
         13.02  Right of Setoff..............................................140
         13.03  Notices .....................................................140
         13.04  Benefit of Agreement.........................................140
         13.05  No Waiver; Remedies Cumulative...............................143
         13.06  Payments Pro Rata............................................143
         13.07  Calculations; Computations...................................144
         13.08  GOVERNING LAW; SUBMISSION TO JURISDICTION; VENUE; 
                WAIVER OF JURY TRIAL.........................................145
         13.09  Counterparts.................................................146
         13.10  Effectiveness; Funding by New and Continuing Banks...........146
         13.11  Headings Descriptive.........................................147
         13.12  Amendment or Waiver..........................................147
         13.13  Survival ....................................................149
         13.14  Domicile of Loans............................................149
         13.15  Confidentiality..............................................150
         13.16  Post-Closing Actions.........................................150
         13.17  Security Agreement Collateral; Exchange of 
                Intercompany Notes...........................................152
         13.18  Interest ....................................................153
         13.19  Addition of New Banks; Conversion of Original Loans 
                of Continuing Banks; Termination of Commitments of 
                Non-Continuing Banks; Resignation of Existing Agents.........155
         13.20  Registry ....................................................156


                                      -iv-
<PAGE>

ANNEX A                    New Banks

SCHEDULE I                 Commitments
SCHEDULE II                Existing Letters of Credit

SCHEDULE III               Real Property
SCHEDULE IV                Taxes
SCHEDULE V                 Subsidiaries
SCHEDULE VI                Existing Indebtedness
SCHEDULE VII               Insurance
SCHEDULE VIII              Existing Liens
SCHEDULE IX                Bank Addresses
SCHEDULE X                 Restrictions on Subsidiaries

EXHIBIT A                  Notice of Borrowing
EXHIBIT B-1                Revolving Note
EXHIBIT B-2                Swingline Note
EXHIBIT C                  Letter of Credit Request
EXHIBIT D                  Section 4.04(b)(ii) Certificate
EXHIBIT E-1                Opinion of Cummings & Lockwood
EXHIBIT E-2                Opinion of General Counsel to the
                            Company
EXHIBIT F                  Officers' Certificate
EXHIBIT G                  Solvency Certificate
EXHIBIT H                  Assignment and Assumption Agreement
EXHIBIT I                  Flash Report
EXHIBIT J                  Budget
EXHIBIT K                  Outstanding Letters of Credit
EXHIBIT L                  Subordination Provisions
EXHIBIT M                  Subsidiaries Guaranty
EXHIBIT N                  Company Pledge Agreement
EXHIBIT O                  Subsidiaries Pledge Agreement
EXHIBIT P                  Company Security Agreement
EXHIBIT Q                  Subsidiaries Security Agreement


                                      -v-

<PAGE>

            CREDIT AGREEMENT, dated as of March 24, 1992, amended and restated
as of January 11, 1994 and further amended and restated as of December 18, 1996,
among COLTEC INDUSTRIES INC, a corporation organized and existing under the laws
of the State of Pennsylvania (the "Company"), the various Banks from time to
time party hereto, BANK OF AMERICA ILLINOIS, as Documentation Agent, THE CHASE
MANHATTAN BANK, as Syndication Agent, and BANKERS TRUST COMPANY, as
Administrative Agent (all capitalized terms used herein and defined in Section
11 are used herein as therein defined).

                              W I T N E S S E T H :

            WHEREAS, the Company, the Existing Banks, the Existing Co-Agents and
Bankers Trust Company, as Administrative Agent, are party to a Credit Agreement,
dated as of March 24, 1992 and amended and restated as of January 11, 1994 (as
the same has been amended, modified or supplemented to, but not including, the
Restatement Effective Date, the "Original Credit Agreement"); and

            WHEREAS, the parties hereto wish to amend the Original Credit
Agreement as herein provided.

            NOW, THEREFORE, the parties hereto agree that the Original Credit
Agreement shall be and hereby is amended and restated in its entirety as
follows:

            Section 1. Amount and Terms of Credit.

                  1.01 The Commitments. (a) Subject to and upon the terms and
conditions set forth herein, each Bank severally agrees, at any time and from
time to time on and after the Restatement Effective Date and prior to the Final
Maturity Date, to make a revolving loan or revolving loans (each, a "Revolving
Loan" and, collectively, the "Revolving Loans") to the Company, which Revolving
Loans (i) shall, at the option of the Company, be Base Rate Loans or Eurodollar
Rate Loans; provided that (x) except as otherwise specifically provided in
Section 1.10(b), all Revolving Loans comprising the same Borrowing shall at all
times be of the same Type and (y) no more than two Borrowings of Eurodollar Rate
Loans (the first of which Borrowings must be made on, or within five Business
Days after, the Restatement Effective Date and must have an Interest Period of
one month, and the second of which Borrowings may only be incurred on the last
day of the first Interest Period referenced above in this parenthetical and must
also have an Interest Period of one month) may be incurred prior to the earlier
of (1) the 60th day after the Restatement Effective Date or, if on such 60th day
a Borrowing of Eurodollar Loans remains outstanding which has an Interest Period
which extends beyond such 60th day, the last day of such Interest Period, and
(2) that date (the "Syndication Date") upon which the Administrative Agent
determines in its sole discretion (and notifies the Company) that the primary
syndication (and the resultant addition of institutions as Banks pursuant to
Section 13.04) has been completed, (ii) may be repaid and reborrowed in
accordance with the


<PAGE>


provisions hereof, (iii) shall not exceed for any Bank at any time outstanding
that aggregate principal amount which, when added to the product of (x) such
Bank's Adjusted Percentage and (y) the sum of (A) all Letter of Credit
Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds
of, and simultaneously with the incurrence of, the respective incurrence of
Revolving Loans) at such time and (B) the aggregate principal amount of all
Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds
of, and simultaneously with the incurrence of, the respective incurrence of
Revolving Loans) then outstanding, equals the Commitment of such Bank at such
time, and (iv) shall not exceed for all Banks at any time outstanding that
aggregate principal amount which, when added to (x) the amount of all Letter of
Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the
proceeds of, and simultaneously with the incurrence of, the respective
incurrence of Revolving Loans) at such time and (y) the aggregate principal
amount of all Swingline Loans (exclusive of Swingline Loans which are repaid
with the proceeds of, and simultaneously with the incurrence of, the respective
incurrence of Revolving Loans) then outstanding, exceeds an amount equal to the
Total Commitment at such time.

                  (b) Subject to and upon the terms and conditions herein set
forth, BTCo in its individual capacity agrees (A) to convert, on the Restatement
Effective Date, the Original Swingline Loans made by BTCo to the Company
pursuant to the Original Credit Agreement and outstanding on the Restatement
Effective Date into a Borrowing of Swingline Loans hereunder (as so converted,
together with all Swingline Loans made pursuant to the following clause (B), the
"Swingline Loans" and each, a "Swingline Loan") and (B) to make at any time and
from time to time after the Restatement Effective Date and prior to the
Swingline Expiry Date, a loan or loans to the Company (each a "Swingline Loan"
and, collectively, the "Swingline Loans"), which Swingline Loans (i) shall be
made and maintained as Base Rate Loans, (ii) may be repaid and reborrowed in
accordance with the provisions hereof, (iii) shall not exceed in aggregate
principal amount at any time outstanding, when combined with the aggregate
principal amount of all Revolving Loans made by Non-Defaulting Banks then
outstanding and the Letter of Credit Outstandings at such time, an amount equal
to the Adjusted Total Commitment then in effect (after giving effect to any
reductions to the Adjusted Total Commitment on such date) and (iv) shall not
exceed at any time outstanding the Maximum Swingline Amount.

                  (c) On any Business Day, BTCo may, in its sole discretion,
give notice to the Banks that its outstanding Swingline Loans shall be funded
with a Borrowing of Revolving Loans (provided that such notice shall be deemed
to have been automatically given upon the occurrence of a Default or Event of
Default under Section 10.05 or upon the exercise of any of the remedies provided
in the last paragraph of Section 10), in which case a Borrowing of Revolving
Loans constituting Base Rate Loans (each such Borrowing, a "Mandatory
Borrowing") shall, to the maximum extent permitted by applicable law, be made on
1`e immediately succeeding Business Day from all Banks (without giving effect to
any reductions thereto pursuant to the last paragraph of Section 10) pro rata on
the basis of their respective Adjusted Percentages (determined before giving
effect to any 


                                       2
<PAGE>


termination of the Commitments pursuant to the last paragraph of Section 10) and
the proceeds thereof shall be applied directly to BTCo to repay BTCo for such
outstanding Swingline Loans. Each such Bank hereby irrevocably agrees to make
Revolving Loans upon one Business Day's notice pursuant to each Mandatory
Borrowing in the amount and in the manner specified in the preceding sentence
and on the date specified in writing by BTCo, to the maximum extent permitted by
applicable law, notwithstanding (i) the amount of the Mandatory Borrowing may
not comply with the minimum amount for Borrowings otherwise required hereunder,
(ii) whether any conditions specified in Section 5 or 6 are then satisfied,
(iii) whether a Default or an Event of Default then exists, (iv) the date of
such Mandatory Borrowing and (v) any reduction in the Total Commitment or the
Adjusted Total Commitment after any such Swingline Loans were made. In the event
that any Mandatory Borrowing cannot for any reason be made on the date otherwise
required above (including, without limitation, as a result of the commencement
of a proceeding of the type referred to in Section 10.05 with respect to the
Company), then each such Bank hereby agrees that it shall forthwith purchase (as
of the date the Mandatory Borrowing would otherwise have occurred, but adjusted
for any payments received from the Company on or after such date and prior to
such purchase) from BTCo such participations in the outstanding Swingline Loans
as shall be necessary to cause such Banks to share in such Swingline Loans
ratably based upon their respective Adjusted Percentages (determined before
giving effect to any termination of the Commitments pursuant to the last
paragraph of Section 10); provided that (x) all interest payable on the
Swingline Loans shall be for the account of BTCo until the date as of which the
respective participation is required to be purchased and, to the extent
attributable to the purchased participation, shall be payable to the participant
from and after such date and (y) at the time any purchase of participations
pursuant to this sentence is actually made, the purchasing Bank shall be
required to pay BTCo interest on the principal amount of participation purchased
for each day from and including the day upon which the Mandatory Borrowing would
otherwise have occurred to but excluding the date of payment for such
participation, at the rate otherwise applicable to Revolving Loans maintained as
Base Rate Loans hereunder.

                  1.02 Minimum Amount of Each Borrowing. The aggregate principal
amount of each Borrowing of Revolving Loans shall not be less than $5,000,000
and, if greater, shall be in an integral multiple of $1,000,000; provided that
Borrowings of Revolving Loans made as Base Rate Loans may be made in integral
multiples of $1,000,000. The aggregate principal amount of each Borrowing of
Swingline Loans shall be in integral multiples of $500,000. More than one
Borrowing may occur on the same date, but at no time shall there be outstanding
more than fifteen Borrowings of Eurodollar Rate Loans.

                  1.03 Notice of Borrowing. (a) Whenever the Company desires to
make a Borrowing hereunder (excluding Borrowings of Swingline Loans and
Mandatory Borrowings), it shall give the Administrative Agent at its Notice
Office at least one Business Day's prior telex, telecopy or telephonic notice


                                       3
<PAGE>

(confirmed in writing) of each Base Rate Loan and at least three Business Days'

prior telex, telecopy or telephonic notice (confirmed in writing) of each
Eurodollar Rate Loan to be made hereunder; provided that any such notice shall
be deemed to have been given on a certain day only if given before 12:00 Noon
(New York time) on such day. Each such notice (each a "Notice of Borrowing"),
except as otherwise expressly provided in Section 1.10, shall be irrevocable and
shall be given by the Company substantially in the form of Exhibit A,
appropriately completed to specify the aggregate principal amount of the Loans
to be made pursuant to such Borrowing, the date of such Borrowing (which shall
be a Business Day), whether the Loans being made pursuant to such Borrowing are
to be initially maintained as Base Rate Loans or Eurodollar Rate Loans and, if
Eurodollar Rate Loans, the initial Interest Period to be applicable thereto. The
Administrative Agent shall promptly, and in any event within one Business Day of
receipt of such Notice of Borrowing, give each Bank notice of such proposed
Borrowing, of such Bank's proportionate share thereof and of the other matters
required by the immediately preceding sentence to be specified in the Notice of
Borrowing.

                  (b)(i) Whenever the Company desires to make a Borrowing of
Swingline Loans hereunder, it shall give BTCo not later than 12:00 Noon (New
York time) on the date that a Swingline Loan is to be made, written notice or
telephonic notice confirmed in writing of each Swingline Loan to be made
hereunder. Each such notice shall be irrevocable and specify in each case (A)
the date of Borrowing (which shall be a Business Day) and (B) the aggregate
principal amount of the Swingline Loans to be made pursuant to such Borrowing.

                  (ii) Without in any way limiting the obligation of the Company
to confirm in writing any telephonic notice of such Borrowing of Swingline
Loans, BTCo may act without liability upon the basis of telephonic notice of
such Borrowing believed by BTCo in good faith to be from a President, an
Executive Vice President, a Senior Vice President, a Vice President, a Treasurer
or an Assistant Treasurer of the Company or any other individual at the Company
designated in writing by any two of the foregoing officers prior to receipt of
written confirmation. In each such case, the Company hereby waives the right to
dispute BTCo's record of the terms of such telephonic notice of such Borrowing
of Swingline Loans absent manifest error.

                  (iii) Mandatory Borrowings shall be made upon the notice
specified in Section 1.01(c), with the Company irrevocably agreeing, by its
incurrence of any Swingline Loan, to the making of the Mandatory Borrowings as
set forth in Section 1.01(c) to the maximum extent permitted by applicable law.

                  1.04 Disbursement of Funds. Except as otherwise specifically
provided in the immediately succeeding sentence, no later than 12:00 Noon (New
York time) on the date specified in each Notice of Borrowing (or (x) in the case
of Swingline Loans, no later than 2:00 P.M. (New York time) on the date
specified pursuant to Section 1.03(b)(i) or (y) in the case of Mandatory
Borrowings, not later than 12:00 Noon (New York time) on the date specified in
Section 1.01(c)), each Bank will make available its pro rata portion of each
such Borrowing requested to be made on such date (or in the case of 


                                       4
<PAGE>


Swingline Loans, BTCo shall make available the full amount thereof). All such
amounts shall be made available in Dollars and in immediately available funds at
the Payment Office of the Administrative Agent, and the Administrative Agent
will make available to the Company at the Payment Office the aggregate of the
amounts so made available by the Banks. Unless the Administrative Agent shall
have been notified by any Bank prior to the date of Borrowing that such Bank
does not intend to make available to the Administrative Agent such Bank's
portion of any Borrowing to be made on such date, the Administrative Agent may
assume that such Bank has made such amount available to the Administrative Agent
on such date of Borrowing and the Administrative Agent may, in reliance upon
such assumption, make available to the Company a corresponding amount. If such
corresponding amount is not in fact made available to the Administrative Agent
by such Bank, the Administrative Agent shall be entitled to recover such
corresponding amount on demand from such Bank. If such Bank does not pay such
corresponding amount forthwith upon the Administrative Agent's demand therefor,
the Administrative Agent shall promptly notify the Company and the Company shall
immediately pay such corresponding amount to the Administrative Agent. The
Administrative Agent shall also be entitled to recover on demand from such Bank
or the Company, as the case may be, interest on such corresponding amount in
respect of each day from the date such corresponding amount was made available
by the Administrative Agent to the Company until the date such corresponding
amount is recovered by the Administrative Agent, at a rate per annum equal to
(i) if recovered from such Bank, the cost to the Administrative Agent of
acquiring overnight Federal funds and (ii) if recovered from the Company, the
rate of interest applicable to the respective Borrowing, as determined pursuant
to Section 1.08. Nothing in this Section 1.04 shall be deemed to relieve any
Bank from its obligation to make Loans hereunder or to prejudice any rights
which the Company may have against any Bank as a result of any failure by such
Bank to make Loans hereunder.

                  1.05 Notes. (a) The Company's obligation to pay the principal
of, and interest on, the Loans made by each Bank shall be evidenced (i) if
Revolving Loans, by a promissory note duly executed and delivered by the Company
substantially in the form of Exhibit B-1 with blanks appropriately completed in
conformity herewith (each a "Revolving Note" and, collectively, the "Revolving
Notes"), and (ii) if Swingline Loans, by a promissory note duly executed and
delivered by the Company substantially in the form of Exhibit B-2, with blanks
appropriately completed in conformity herewith (the "Swingline Note").

                  (b) The Revolving Note issued to each Bank shall (i) be
executed by the Company, (ii) be payable to the order of such Bank and be dated
the Restatement Effective Date, (iii) be in a stated principal amount equal to
the Commitment of such Bank and be payable in the principal amount of the
Revolving Loans evidenced thereby, (iv) mature on the Final Maturity Date, (v)
bear interest as provided in the appropriate clause of Section 1.08 in respect
of the Base Rate Loans and Eurodollar Rate Loans, as the case may be, evidenced
thereby, (vi) be subject to mandatory repayment as 


                                       5
<PAGE>

provided in Section 4.02 and (vii) be entitled to the benefits of this Agreement
and the Subsidiaries Guaranty and be secured by the Security Documents.


                  (c) The Swingline Note issued to BTCo shall (i) be executed by
the Company, (ii) be payable to the order of BTCo and be dated the Restatement
Effective Date, (iii) be in a stated principal amount equal to the Maximum
Swingline Amount and be payable in the principal amount of the outstanding
Swingline Loans evidenced thereby from time to time, (iv) mature on the
Swingline Expiry Date, (v) bear interest as provided in the appropriate clause
of Section 1.08 in respect of the Base Rate Loans evidenced thereby and (vi) be
entitled to the benefits of this Agreement and the Subsidiaries Guaranty and be
secured by the Security Documents.

                  (d) Each Bank will note on its internal records the amount of
each Loan made by it and each payment in respect thereof and will prior to any
transfer of any of its Notes endorse on the reverse side thereof the outstanding
principal amount of Loans evidenced thereby. Failure to make any such notation
shall not affect the Company's obligations in respect of such Loans.

                  1.06 Conversions. The Company shall have the option to
convert, on any Business Day, all or a portion equal to at least $5,000,000 of
the outstanding principal amount of the Loans (other than Swingline Loans, which
may not be converted pursuant to this Section 1.06) made pursuant to one or more
Borrowings of one or more Types of Loans into a Borrowing of another Type of
Loan; provided that (i) except as otherwise provided in Section 1.10(b) or
4.02(b), Eurodollar Rate Loans may be converted into Loans of another Type only
on the last day of an Interest Period applicable to the Loans being converted
and no such partial conversion of Eurodollar Rate Loans shall reduce the
outstanding principal amount of such Eurodollar Rate Loans made pursuant to a
single Borrowing to less than $5,000,000, (ii) Base Rate Loans may only be
converted into Eurodollar Rate Loans if no Default or Event of Default is in
existence on the date of the conversion, (iii) no conversion pursuant to this
Section 1.06 shall result in a greater number of Borrowings of Eurodollar Rate
Loans than is permitted under Section 1.02 and (iv) prior to the earlier of (x)
the 60th day after the Restatement Effective Date or, if on such 60th day a
Borrowing of Eurodollar Loans remains outstanding which has an Interest Period
which extends beyond such 60th day, the last day of such Interest Period and (y)
the Syndication Date, conversions may only be made into the Borrowings of
Eurodollar Loans (each of which may have an Interest Period of one month only)
referenced in the parenthetical appearing in clause (y) of the proviso to
Section 1.01(a), which conversions may be effected only on the first day of the
respective Interest Period referenced in said parenthetical. Each such
conversion shall be effected by the Company by giving the Administrative Agent
at its Notice Office prior to 12:00 Noon (New York time) at least three Business
Days' prior notice (each a "Notice of Conversion") specifying the Loans to be so
converted, the Borrowing(s) pursuant to which such Loans were made and, if to be
converted into Eurodollar Rate Loans, the Interest Period to be initially
applicable thereto. 


                                       6
<PAGE>

The Administrative Agent shall give each Bank prompt notice of any such proposed
conversion affecting any of its Loans.


                  1.07 Pro Rata Borrowings. All Borrowings of Revolving Loans
under this Agreement shall be incurred from the Banks pro rata on the basis of
their Commitments; provided that all Borrowings of Revolving Loans made pursuant
to a Mandatory Borrowing shall be incurred from the Banks pro rata on the basis
of their Adjusted Percentages. It is understood that no Bank shall be
responsible for any default by any other Bank of its obligation to make Loans
hereunder and that each Bank shall be obligated to make the Loans provided to be
made by it hereunder regardless of the failure of any other Bank to make its
Loans hereunder.

                  1.08 Interest. (a) The Company agrees to pay interest in
respect of the unpaid principal amount of each Base Rate Loan from the date the
proceeds thereof are made available to the Company until the maturity thereof
(whether by acceleration or otherwise) at a rate per annum which shall be equal
to the sum of the Applicable Margin for Base Rate Loans plus the Base Rate, each
as in effect from time to time.

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

                  (c) Overdue principal and, to the extent permitted by law,
overdue interest in respect of each Loan and any other overdue amount payable
hereunder shall, in each case, bear interest at a rate per annum equal to the
greater of (x) the sum of the Base Rate in effect from time to time plus 2-1/4%
and (y) the rate which is 2% in excess of the rate otherwise applicable to the
respective Loans at the time of the occurrence of the payment default with
respect thereto (for this purpose, calculated by using the respective Applicable
Margin for Loans of the respective Type, calculated as if the Leverage Ratio
were at Level 5 as shown in the table appearing in the definition of "Applicable
Margin" contained herein), in each case with such interest to be payable on
demand.

                  (d) Accrued (and theretofore unpaid) interest shall be payable
(i) in respect of each Base Rate Loan, quarterly in arrears on each Quarterly
Payment Date, (ii) in respect of each Eurodollar Rate Loan, on the last day of
each Interest Period applicable thereto and, in the case of an Interest Period
in excess of three months, on each date occurring at three-month intervals after
the first day of such Interest Period and (iii) in respect of each Loan, on the
date of any repayment (on the amount repaid), on any conversion pursuant to
Section 1.10(b) or 4.02(b) (on the amount converted), at maturity (whether by
acceleration or otherwise) and, after such maturity, on demand.


                                       7
<PAGE>

                  (e) Upon each Interest Determination Date, the Administrative
Agent shall determine the Quoted Rate for each Interest Period applicable to
Eurodollar Rate Loans and shall promptly notify the Company and the Banks

thereof. Each such determination shall, absent manifest error, be final and
conclusive and binding on all parties hereto.

                  1.09 Interest Periods. At the time it gives any Notice of
Borrowing or Notice of Conversion in respect of the making of, or conversion
into, any Eurodollar Rate Loan (in the case of the initial Interest Period
applicable thereto) or on the third Business Day prior to the expiration of an
Interest Period applicable to such Eurodollar Rate Loan (in the case of any
subsequent Interest Period), the Company shall have the right to elect, by
giving the Administrative Agent notice thereof, the interest period (each an
"Interest Period") applicable to such Eurodollar Rate Loan, which Interest
Period shall, at the option of the Company, be a one, two, three or six month
period; provided that:

                  (i) all Eurodollar Rate Loans comprising a Borrowing shall at
            all times have the same Interest Period;

                  (ii) the initial Interest Period for any Eurodollar Rate Loan
            shall commence on the date of Borrowing of such Loan (including the
            date of any conversion thereto from a Loan of a different Type) and
            each Interest Period occurring thereafter in respect of such Loan
            shall commence on the day on which the next preceding Interest
            Period applicable thereto expires;

                  (iii) if any Interest Period relating to a Eurodollar Rate
            Loan begins on a day for which there is no numerically corresponding
            day in the calendar month at the end of such Interest Period, such
            Interest Period shall end on the last Business Day of such calendar
            month;

                  (iv) if any Interest Period would otherwise expire on a day
            which is not a Business Day, such Interest Period shall expire on
            the next succeeding Business Day; provided, however, that if any
            Interest Period for a Eurodollar Rate Loan would otherwise expire on
            a day which is not a Business Day but is a day of the month after
            which no further Business Day occurs in such month, such Interest
            Period shall expire on the next preceding Business Day;

                  (v) no Interest Period may be selected at any time when any
            Default or Event of Default is then in existence;

                  (vi) no Interest Period shall be selected which extends beyond
            the Final Maturity Date;

                  (vii) no Interest Period shall extend beyond any date upon
            which a Scheduled Reduction is to be made if, after giving effect to
            the selection 


                                       8
<PAGE>

            of such Interest Period, the aggregate amount of Revolving Loans
            maintained as Eurodollar Rate Loans with Interest Periods ending

            after such date of Scheduled Reduction would exceed the Total
            Commitment after giving effect to the reduction thereto resulting
            from such Scheduled Reduction; and

                  (viii) no Interest Period shall be greater than one month for
            any Borrowing of Eurodollar Rate Loans prior to the earlier of (x)
            the 60th day following the Restatement Effective Date or, if on such
            60th day a Borrowing of Eurodollar Loans remains outstanding which
            has an Interest Period which extends beyond such 60th day, the last
            day of such Interest Period and (y) the Syndication Date.

            If upon the expiration of any Interest Period applicable to a
Borrowing of Eurodollar Rate Loans, the Company has failed to elect a new
Interest Period to be applicable to such Eurodollar Rate Loans as provided
above, the Company shall be deemed to have elected to convert such Eurodollar
Rate Loans into Base Rate Loans effective as of the expiration date of such
current Interest Period.

                  1.10 Increased Costs, Illegality, etc. (a) In the event that
any Bank shall have determined (which determination shall, absent manifest
error, be final and conclusive and binding upon all parties hereto but, with
respect to clause (i) below, may be made only by the Administrative Agent):

                  (i) on any Interest Determination Date that, by reason of any
            changes arising after the Restatement Effective Date affecting the
            interbank Eurodollar market, adequate and fair means do not exist
            for ascertaining the applicable interest rate on the basis provided
            for in the definition of Quoted Rate; or

                  (ii) at any time, that such Bank shall incur increased costs
            or reductions in the amounts received or receivable hereunder with
            respect to any Eurodollar Rate Loan because of (x) any change since
            the Restatement Effective Date in any applicable law or governmental
            rule, regulation, order, guideline or request (whether or not having
            the force of law) or in the interpretation or administration thereof
            and including the introduction of any new law or governmental rule,
            regulation, order, guideline or request, such as, for example, but
            not limited to: (A) a change in the basis of taxation of payments to
            any Bank of the principal of or interest on the Notes or any other
            amounts payable hereunder (except for changes in the rate of tax on,
            or determined by reference to, the net income or profits of such
            Bank imposed by the jurisdiction in which its principal office or
            applicable lending office is located) or (B) a change in official
            reserve requirements (but, in all events, excluding reserves
            required under Regulation D to the extent included in the
            computation of the Quoted Rate) and/or (y) other 


                                       9
<PAGE>

            circumstances affecting such Bank or the interbank Eurodollar market
            or the position of such Bank in such market; or


                  (iii) at any time, that the making or continuance of any
            Eurodollar Rate Loan has been made (x) unlawful by any law or
            governmental rule, regulation or order, (y) impossible by compliance
            by any Bank in good faith with any governmental request (whether or
            not having force of law) or (z) impracticable as a result of a
            contingency occurring after the Restatement Effective Date which
            materially and adversely affects the interbank Eurodollar market;

then, and in any such event, such Bank (or the Administrative Agent, in the case
of clause (i) above) shall promptly give notice (by telephone confirmed in
writing) to the Company and, except in the case of clause (i) above, to the
Administrative Agent of such determination (which notice the Administrative
Agent shall promptly transmit to each of the other Banks). Thereafter (x) in the
case of clause (i) above, Eurodollar Rate Loans shall no longer be available
until such time as the Administrative Agent notifies the Company and the Banks
that the circumstances giving rise to such notice by the Administrative Agent no
longer exist (which notice the Administrative Agent shall provide promptly after
obtaining actual knowledge that such circumstances no longer exist), and any
Notice of Borrowing or Notice of Conversion given by the Company with respect to
Eurodollar Rate Loans which have not yet been incurred (including by way of
conversion) shall be deemed rescinded by the Company, (y) in the case of clause
(ii) above, the Company shall pay to such Bank, upon written demand therefor,
such additional amounts (in the form of an increased rate of, or a different
method of calculating, interest or otherwise as such Bank in its sole discretion
shall determine) as shall be required to compensate such Bank for such increased
costs or reductions in amounts received or receivable hereunder (a written
notice as to the additional amounts owed to such Bank, showing the basis for the
calculation thereof, submitted to the Company by such Bank shall, absent
manifest error, be final and conclusive on and binding on all the parties
hereto) and (z) in the case of clause (iii) above, the Company shall take one of
the actions specified in Section 1.10(b) as promptly as possible and, in any
event, within the time period required by law.

                  (b) At any time that any Eurodollar Rate Loan is affected by
the circumstances described in Section 1.10(a)(ii) or (iii), the Company may
(and in the case of a Eurodollar Rate Loan affected by the circumstances
described in Section 1.10(a)(iii) shall) either (i) if the affected Eurodollar
Rate Loan is then being made initially or pursuant to a conversion, by giving
the Administrative Agent telephonic notice (confirmed in writing) on the same
date that the Company was notified by the affected Bank or the Administrative
Agent pursuant to Section 1.10(a)(ii) or (iii), cancel the respective Borrowing,
or (ii) if the affected Eurodollar Rate Loan is then outstanding, upon at least
three Business Days' written notice to the Administrative Agent, require the
affected Bank to convert such Eurodollar Rate Loan into a Base Rate Loan;
provided that, if more than 


                                       10
<PAGE>

one Bank is affected at any time, then all affected Banks must be treated the
same pursuant to this Section 1.10(b).

                  (c) If at any time after the Restatement Effective Date, the

introduction of or any change in any applicable law or governmental rule,
regulation, order, guideline or request (whether or not having the force of law,
and including, without limitation, changes in those announced or published prior
to the Restatement Effective Date) concerning capital adequacy, or in the
interpretation or administration thereof by any governmental authority, central
bank or comparable agency, will have the effect of increasing the amount of
capital required or expected to be maintained by such Bank or any corporation
controlling such Bank based on the existence of such Bank's Commitments
hereunder or its obligations hereunder, then the Company shall pay to such Bank,
upon its written demand therefor, such additional amounts as shall be required
to compensate such Bank or such other corporation for the increased cost to such
Bank or such other corporation or the reduction in the rate of return to such
Bank or such other corporation as a result of such increase of capital. In
determining such additional amounts, each Bank will act reasonably and in good
faith and will use averaging and attribution methods which are reasonable;
provided that such Bank's determination of compensation owing under this Section
1.10(c) shall, absent manifest error, be final and conclusive and binding on all
the parties hereto. Each Bank, upon determining that any additional amounts will
be payable pursuant to this Section 1.10(c), will give prompt written notice
thereof to the Company, which notice shall show the basis for calculation of
such additional amounts, although the failure to give any such notice (unless
the respective Bank has intentionally withheld or delayed such notice, in which
case the respective Bank shall not be entitled to receive additional amounts
pursuant to this Section 1.10(c) for periods occurring prior to the 180th day
before the giving of such notice) shall not release or diminish any of the
Company's obligations to pay additional amounts pursuant to this Section
1.10(c).

                  1.11 Compensation. The Company shall compensate each Bank,
upon its written request (which request shall set forth the basis for requesting
such compensation), for all reasonable losses, expenses and liabilities
(including, without limitation, any loss, expense or liability incurred by
reason of the liquidation or reemployment of deposits or other funds required by
such Bank to fund its Eurodollar Rate Loans) which such Bank may sustain: (i) if
for any reason (other than a default by such Bank or the Administrative Agent) a
Borrowing of, or conversion from or into, Eurodollar Rate Loans does not occur
on a date specified therefor in a Notice of Borrowing or Notice of Conversion
(whether or not withdrawn by the Company or deemed withdrawn pursuant to Section
1.10(a)); (ii) if any repayment (including any repayment made pursuant to
Section 4.02) or conversion of any of its Eurodollar Rate Loans occurs on a date
which is not the last day of an Interest Period with respect thereto; (iii) if
any prepayment of any of its Eurodollar Rate Loans is not made on any date
specified in a notice of prepayment given by the Company; or (iv) as a
consequence of (x) any other default by the Company to repay its Loans when
required by the terms of this Agreement or any Note held by such Bank or (y) any
election made pursuant to Section 1.10(b).


                                       11
<PAGE>

                  1.12 Replacement of Banks. (x) If any Bank becomes a
Defaulting Bank or otherwise defaults in its obligations to make Loans or fund
Unpaid Drawings, (y) upon the occurrence of any event giving rise to the

operation of Section 1.10(a)(ii) or (iii), Section 1.10(c), Section 2.05 or
Section 4.04 with respect to any Bank which results in such Bank charging to the
Company increased costs in excess of those being generally charged by the other
Banks, or (z) as provided in Section 13.12(b) in the case of certain refusals by
a Bank to consent to certain proposed changes, waivers, discharges or
terminations with respect to this Agreement which have been approved by the
Required Banks, the Company shall have the right, if no Default or Event of
Default then exists, to replace such Bank (the "Replaced Bank") with one or more
other Eligible Transferees, none of which shall constitute a Defaulting Bank at
the time of such replacement (collectively, the "Replacement Bank") reasonably
acceptable to the Administrative Agent; provided that (i) at the time of any
replacement pursuant to this Section 1.12, the Replacement Bank shall enter into
one or more Assignment and Assumption Agreements pursuant to Section 13.04(b)
(and with all fees payable pursuant to said Section 13.04(b) to be paid by the
Replacement Bank) pursuant to which the Replacement Bank shall acquire all of
the Commitments and outstanding Loans of, and in each case participations in
Letters of Credit by, the Replaced Bank and, in connection therewith, shall pay
to (x) the Replaced Bank in respect thereof an amount equal to the sum of (A) an
amount equal to the principal of, and all accrued interest on, all outstanding
Loans of the Replaced Bank, (B) an amount equal to all Unpaid Drawings that have
been funded by (and not reimbursed to) such Replaced Bank, together with all
then unpaid interest with respect thereto at such time and (C) an amount equal
to all accrued, but theretofore unpaid, Fees owing to the Replaced Bank pursuant
to Section 3.01 and (y) BTCo an amount equal to such Replaced Bank's Adjusted
Percentage (for this purpose, determined as if the adjustment described in
clause (y) of the immediately succeeding sentence had been made with respect to
such Replaced Bank) of any Unpaid Drawing (which at such time remains an Unpaid
Drawing) to the extent such amount was not theretofore funded by such Replaced
Bank, and (ii) all obligations of the Company due and owing to the Replaced Bank
at such time (other than those specifically described in clause (i) above in
respect of which the assignment purchase price has been, or is concurrently
being, paid) shall be paid in full to such Replaced Bank concurrently with such
replacement. Upon the execution of the respective Assignment and Assumption
Agreements, the payment of amounts referred to in clauses (i) and (ii) above
and, if so requested by the Replacement Bank, delivery to the Replacement Bank
of the appropriate Note or Notes executed by the Company, (x) the Replacement
Bank shall become a Bank hereunder and the Replaced Bank shall cease to
constitute a Bank hereunder, except with respect to indemnification provisions
under this Agreement, which shall survive as to such Replaced Bank and (y) the
Adjusted Percentages of the Banks shall be automatically adjusted at such time
to give effect to such replacement (and to give effect to the replacement of a
Defaulting Bank with one or more Non-Defaulting Banks).

                  1.13 Change of Lending Office. Each Bank agrees that on the
occurrence of any event giving rise to the operation of Section 1.10(a)(ii) or
(iii), Section 


                                       12
<PAGE>

1.10(c), Section 2.05 or Section 4.04 with respect to such Bank, it will, if
requested by the Company, use reasonable efforts (subject to overall policy
considerations of such Bank) to designate another lending office for any Loans

or Letters of Credit affected by such event; provided that such designation is
made on such terms that such Bank and its lending office suffer no economic,
legal or regulatory disadvantage as a result thereof, with the object of
avoiding the consequence of the event giving rise to the operation of such
Section. Nothing in this Section 1.13 shall affect or postpone any of the
obligations of the Company or the right of any Bank provided in Sections 1.10,
2.05 and 4.04.

            Section 2. Letters of Credit.

                  2.01 Letters of Credit. (a) Subject to and upon the terms and
conditions set forth herein, the Company may request that any Issuing Bank
issue, at any time and from time to time on and after the Restatement Effective
Date and prior to the Final Maturity Date, (x) for the account of the Company
and for the benefit of any holder (or any trustee, agent or other similar
representative for any such holders) of L/C Supportable Indebtedness of the
Company, any of its Foreign Subsidiaries or any of its Domestic Subsidiaries, an
irrevocable standby letter of credit in a form customarily used by such Issuing
Bank or in such other form as has been approved by such Issuing Bank in support
of said L/C Supportable Indebtedness (each such standby letter of credit, a
"Standby Letter of Credit") and (y) for the account of the Company and for the
benefit of sellers of goods to the Company or any of its Subsidiaries, an
irrevocable sight documentary letter of credit in a form customarily used by
such Issuing Bank or in such other form as has been approved by such Issuing
Bank, in support of commercial transactions of the Company and its Subsidiaries
in the ordinary course of business (each such documentary letter of credit, a
"Trade Letter of Credit" and each such Trade Letter of Credit, each Standby
Letter of Credit and each letter of credit described in the last sentence of
this Section 2.01(a), a "Letter of Credit"). It is hereby acknowledged and
agreed that each Letter of Credit described in Part A of Schedule II (the
"Included Letters of Credit") shall constitute a "Standby Letter of Credit" and
a "Letter of Credit" for purposes of this Agreement.

                  (b) Each Issuing Bank may agree, in its sole discretion, that
it will, and BTCo hereby agrees that, in the event a requested Letter of Credit
is not issued by one of the other Issuing Banks, it will (subject to the terms
and conditions contained herein), at any time and from time to time on or after
the Restatement Effective Date and prior to the Final Maturity Date, following
its receipt of the respective Letter of Credit Request, issue for the account of
the Company one or more Letters of Credit (in such form as is acceptable to such
Issuing Bank) (x) in the case of Standby Letters of Credit, in support of such
L/C Supportable Indebtedness of the Company, any of its Foreign Subsidiaries or
any of its Subsidiaries as is permitted to remain outstanding without giving
rise to a Default or Event of Default hereunder and (y) in the case of Trade
Letters of Credit, in support of sellers of goods as referenced in Section
2.01(a); provided that the respective Issuing Bank shall be under no obligation
to issue any Letter of Credit of the types described above if at the time of
such issuance:


                                       13
<PAGE>

                  (i) any order, judgment or decree of any governmental

            authority or arbitrator shall purport by its terms to enjoin or
            restrain such Issuing Bank from issuing such Letter of Credit or any
            requirement of law applicable to such Issuing Bank or any request or
            directive (whether or not having the force of law) from any
            governmental authority with jurisdiction over such Issuing Bank
            shall prohibit, or request that such Issuing Bank refrain from, the
            issuance of letters of credit generally or such Letter of Credit in
            particular or shall impose upon such Issuing Bank with respect to
            such Letter of Credit any restriction or reserve or capital
            requirement (for which such Issuing Bank is not otherwise
            compensated) not in effect on the date hereof, or any unreimbursed
            loss, cost or expense which was not applicable, in effect or known
            to such Issuing Bank as of the date hereof and which such Issuing
            Bank in good faith deems material to it; or

                  (ii) such Issuing Bank shall have received notice from any
            Bank prior to the issuance of such Letter of Credit of the type
            described in the second sentence of Section 2.02(b).

                  (c) Notwithstanding the foregoing, (i) no Letter of Credit
shall be issued the Stated Amount of which, when added to the Letter of Credit
Outstandings (exclusive of Unpaid Drawings which are repaid on the date of, and
prior to the issuance of, the respective Letter of Credit) at such time, would
exceed either (x) when added to the Non-Facility Letter of Credit Outstandings
(exclusive of Non-Facility Unpaid Drawings which are repaid on the date of, and
prior to the issuance of, the respective Letter of Credit), $125,000,000 or (y)
when added to the aggregate principal amount of all Revolving Loans made by
Non-Defaulting Banks and Swingline Loans then outstanding, an amount equal to
the Adjusted Total Commitment as then in effect (after giving effect to any
reductions to the Adjusted Total Commitment on such date), and (ii) each Letter
of Credit shall by its terms terminate on or before the earlier of (x) (A) in
the case of Standby Letters of Credit, the date which occurs 12 months after the
date of the issuance thereof (although any such Standby Letter of Credit may be
renewable for successive periods of up to 12 months, but not beyond the Final
Maturity Date, on terms acceptable to the Issuing Bank) and (B) in the case of
Trade Letters of Credit, the date which occurs 180 days after the date of
issuance thereof or (y) the Final Maturity Date.

                  2.02 Letter of Credit Requests. (a) Whenever the Company
desires that a Letter of Credit be issued for its account, the Company shall
give the Administrative Agent and the respective Issuing Bank at least ten
Business Days' written notice thereof (or such lesser notice as may be
acceptable to such Issuing Bank). Each notice shall be substantially in the form
of Exhibit C (each a "Letter of Credit Request"). The Administrative Agent shall
promptly transmit copies of each Letter of Credit Request to each Bank.


                                       14
<PAGE>

                  (b) The making of each Letter of Credit Request shall be
deemed to be a representation and warranty by the Company that such Letter of
Credit may be issued in accordance with, and will not violate the requirements
of, Section 2.01(c). Unless the respective Issuing Bank has received notice from

the Administrative Agent before it issues a Letter of Credit that one or more of
the applicable conditions specified in Section 5 or Section 6 are not then
satisfied, or that the issuance of such Letter of Credit would violate Section
2.01(c), then such Issuing Bank may issue the requested Letter of Credit for the
account of the Company in accordance with such Issuing Bank's usual and
customary practices. Upon its issuance of, or its entering into an amendment
with respect to, any Letter of Credit, the respective Issuing Bank shall
promptly notify the Administrative Agent of such issuance or amendment and
deliver to the Administrative Agent a copy of such Letter of Credit or
amendment, as the case may be. Promptly thereafter, the Administrative Agent
shall notify each Bank of such issuance or amendment, which notice shall be
accompanied by a copy of the Letter of Credit issued, or the amendment entered
into, as the case may be, by such Issuing Bank.

                  2.03 Letter of Credit Participations. (a) Immediately upon the
issuance by any Issuing Bank of any Letter of Credit (or upon the Restatement
Effective Date with respect to the Included Letters of Credit), such Issuing
Bank shall be deemed to have sold and transferred to each Bank, other than such
Issuing Bank (each such Bank, in its capacity as transferee under this Section
2.03, a "Participant"), and each such Participant shall be deemed irrevocably
and unconditionally to have purchased and received from such Issuing Bank,
without recourse or warranty, an undivided interest and participation, to the
extent of such Participant's Adjusted Percentage in such Letter of Credit, in
each substitute letter of credit, each drawing made thereunder and the
obligations of the Company under this Agreement with respect thereto, and any
security therefor or guaranty pertaining thereto. Upon any change in the
Commitments of the Banks pursuant to Section 1.12 or 13.04 or in the Adjusted
Percentages of the Banks as a result of the occurrence of a Bank Default, it is
hereby agreed that, with respect to all outstanding Letters of Credit and Unpaid
Drawings, there shall be an automatic adjustment to the participations pursuant
to this Section 2.03 to reflect the new Adjusted Percentages of the assignor and
assignee Bank.

                  (b) In determining whether to pay under any Letter of Credit,
no Issuing Bank shall have any obligation relative to the other Banks other than
to determine that any documents required to be delivered under such Letter of
Credit appear to have been delivered and that they appear to comply on their
face with the requirements of such Letter of Credit. Any action taken or omitted
to be taken by any Issuing Bank under or in connection with any Letter of Credit
if taken or omitted in the absence of gross negligence or willful misconduct,
shall not create for such Issuing Bank any resulting liability to the Company or
any Bank. Any reimbursement payment made by the Company shall be without
prejudice to, and shall not constitute a waiver of, any right the Company might
have or might acquire as a result of any action taken or omitted to be taken by
any Issuing Bank under or in connection with any Letter of Credit, although the
respective Issuing 


                                       15
<PAGE>

Bank shall have no liability to the Company except to the extent of its gross
negligence or willful misconduct in connection therewith.


                  (c) In the event that any Issuing Bank makes any payment under
any Letter of Credit and the Company shall not have reimbursed such amount in
full to the respective Issuing Bank pursuant to Section 2.04(a), the respective
Issuing Bank shall promptly notify the Administrative Agent, which shall
promptly notify each Participant of such failure, and each Participant shall
promptly and unconditionally pay to the Administrative Agent for the account of
such Issuing Bank the amount of such Participant's Adjusted Percentage of such
unreimbursed payment in Dollars and in same day funds. If the Administrative
Agent so notifies, prior to 11:00 A.M. (New York time) on any Business Day, any
Participant required to fund a payment under a Letter of Credit, such
Participant shall make available to the Administrative Agent at the Payment
Office of the Administrative Agent for the account of such Issuing Bank in
Dollars such Participant's Adjusted Percentage of the amount of such payment on
such Business Day in same day funds and the Administrative Agent will make
available to such Issuing Bank at the Payment Office the aggregate of the
amounts so made available by the Banks. If and to the extent such Participant
shall not have so made its Adjusted Percentage of the amount of such payment
available to the Administrative Agent for the account of such Issuing Bank, such
Participant agrees to pay to the Administrative Agent for the account of such
Issuing Bank, forthwith on demand such amount, together with interest thereon,
for each day from such date until the date such amount is paid to the
Administrative Agent for the account of such Issuing Bank at the overnight
Federal Funds rate for the first three days and at the rate otherwise applicable
to Revolving Loans maintained as Base Rate Loans for each day thereafter. The
failure of any Participant to make available to the Administrative Agent for the
account of such Issuing Bank its Adjusted Percentage of any payment under any
Letter of Credit shall not relieve any other Participant of its obligation
hereunder to make available to the Administrative Agent for the account of such
Issuing Bank its Adjusted Percentage of any Letter of Credit on the date
required, as specified above, but no Participant shall be responsible for the
failure of any other Participant to make available to the Administrative Agent
for the account of such Issuing Bank such other Participant's Adjusted
Percentage of any such payment.

                  (d) Whenever any Issuing Bank receives a payment of a
reimbursement obligation as to which the Administrative Agent has received for
the account of such Issuing Bank any payments from the Participants pursuant to
clause (c) above, such Issuing Bank shall pay to the Administrative Agent and
the Administrative Agent shall promptly pay to each Participant which has paid
its Adjusted Percentage thereof, in Dollars and in same day funds, an amount
equal to such Participant's share (based upon the proportionate aggregate amount
originally funded by such Participant to the aggregate amount funded by all
Participants) of the principal amount of such reimbursement obligation and
interest thereon accruing after the purchase of the respective participations.


                                       16
<PAGE>

                  (e) Upon the request of any Participant, each Issuing Bank
shall furnish to such Participant copies of any Letter of Credit issued by such
Issuing Bank and such other documentation as may reasonably be requested by such
Participant.


                  (f) The obligations of the Participants to make payments to
the Administrative Agent for the account of each Issuing Bank with respect to
Letters of Credit issued by such Issuing Bank shall be irrevocable and shall not
be subject to any qualification or exception whatsoever and shall be made in
accordance with the terms and conditions of this Agreement under all
circumstances, including, without limitation, any of the following
circumstances:

                  (i) any lack of validity or enforceability of this Agreement
            or any of the Credit Documents;

                  (ii) the existence of any claim, setoff, defense or other
            right which the Company may have at any time against a beneficiary
            named in a Letter of Credit, any transferee of any Letter of Credit
            (or any Person for whom any such transferee may be acting), the
            Administrative Agent, any Agent, any Participant, or any other
            Person, whether in connection with this Agreement, any Letter of
            Credit, the transactions contemplated herein or any unrelated
            transactions (including any underlying transaction between the
            Company and the beneficiary named in any such Letter of Credit);

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

                  (iv) the surrender or impairment of any security for the
            performance or observance of any of the terms of any of the Credit
            Documents; or

                  (v) the occurrence of any Default or Event of Default;

provided, however, that any payment made by any Participant to the
Administrative Agent for the account of any Issuing Bank shall be made without
prejudice to, and shall not constitute a waiver of, any right such Participant
might have or might acquire as a result of the payment by the Issuing Bank of
any draft or the reimbursement by such Participant thereof, although the
respective Issuing Bank shall have no liability to such Participant except to
the extent of its gross negligence or willful misconduct in connection
therewith.

                  2.04 Agreement to Repay Letter of Credit Drawings. (a) The
Company hereby agrees to reimburse the respective Issuing Bank, by making
payment to the Administrative Agent in immediately available funds at the
Payment Office (or by 


                                       17
<PAGE>

making the payment directly to the respective Issuing Bank at such location as
may otherwise have been agreed upon by the Company and the respective Issuing
Bank), for any payment or disbursement made by such Issuing Bank under any
Letter of Credit (each such amount, an "Unpaid Drawing"), immediately after, and

in any event on the date of, such payment or disbursement, with interest on the
amount so paid or disbursed by such Issuing Bank, to the extent not reimbursed
prior to Noon (New York time) on the date of such payment or disbursement, from
and including the date paid or disbursed to but excluding the date such Issuing
Bank was reimbursed by the Company therefor at a rate per annum which shall be
(x) unless a Company Bankruptcy Default exists on the date of the respective
payment or disbursement, for the period from and including the date of the
respective payment or disbursement until the earlier to occur of a Company
Bankruptcy Default or the date of receipt by the Company from such Issuing Bank
or the Administrative Agent of written or telephonic notice of such payment or
disbursement, the Base Rate in effect from time to time and (y) from and
including the date of the respective payment or disbursement if a Company
Bankruptcy Default then exists or, if a Company Bankruptcy Default does not
exist on the date of the respective payment or disbursement, from and including
the earlier to occur of the date upon which a Company Bankruptcy Default
subsequently occurs or the date of receipt by the Company from such Issuing Bank
or the Administrative Agent of written or telephonic notice of such payment or
disbursement to but excluding the date such Issuing Bank was reimbursed by the
Company therefor, the Base Rate in effect from time to time plus 2-1/4%, in each
case with such interest to be payable on demand.


                  (b) The obligations of the Company under this Section 2.04 to
reimburse such Issuing Bank with respect to Unpaid Drawings (including, in each
case, interest thereon) shall be absolute and unconditional under any and all
circumstances and irrespective of any setoff, counterclaim or defense to payment
which the Company may have or have had against any Bank (including in its
capacity as Issuing Bank or as Participant), including, without limitation, any
defense based upon the failure of any drawing under a Letter of Credit (each a
"Drawing") to conform to the terms of the Letter of Credit or any nonapplication
or misapplication by the beneficiary of the proceeds of such Drawing; provided,
however, that any such reimbursement payment made by the Company shall be
without prejudice to, and shall not constitute a waiver of, any right the
Company might have or might acquire as a result of the payment by the Issuing
Bank of any draft or the reimbursement by the Company thereof, although the
respective Issuing Bank shall have no liability to the Company except to the
extent of its gross negligence or willful misconduct in connection therewith.

                  2.05 Increased Costs. If at any time after the Restatement
Effective Date, the introduction of or any change in any applicable law, rule,
regulation, order, guideline or request (including, without limitation, changes
in those announced or published prior to the Restatement Effective Date) or in
the interpretation or administration thereof by any governmental authority
charged with the interpretation or administration 


                                       18
<PAGE>

thereof, or compliance by any Issuing Bank or any Participant with any request
or directive by any such authority (whether or not having the force of law),
shall either (i) impose, modify or make applicable any reserve, deposit, capital
adequacy or similar requirement against letters of credit issued by any Issuing
Bank or participated in by any Participant, or (ii) impose on any Issuing Bank

or any Participant any other conditions relating, directly or indirectly, to
this Agreement or any Letter of Credit; and the result of any of the foregoing
is to increase the cost to any Issuing Bank or any Participant of issuing,
maintaining or participating in any Letter of Credit, or reduce the amount of
any sum received or receivable by any Issuing Bank or any Participant hereunder
or reduce the rate of return on its capital with respect to Letters of Credit,
then, upon demand to the Company by any Issuing Bank or any Participant (a copy
of which demand shall be sent by such Issuing Bank or such Participant to the
Administrative Agent), the Company shall pay to such Issuing Bank or such
Participant such additional amount or amounts as will compensate such Bank for
such increased cost or reduction in the amount receivable or reduction on the
rate of return on its capital. Any Issuing Bank or any Participant, upon
determining that any additional amounts will be payable pursuant to this Section
2.05, will give prompt written notice thereof to the Company, which notice shall
include a certificate submitted to the Company by such Issuing Bank or such
Participant (a copy of which certificate shall be sent by such Issuing Bank or
such Participant to the Administrative Agent), setting forth in reasonable
detail the basis for the calculation of such additional amount or amounts
necessary to compensate such Issuing Bank or such Participant, although failure
to give any such notice (unless such Issuing Bank or the respective Participant
has intentionally withheld or delayed such notice, in which case such Issuing
Bank or the respective Participant, as the case may be, shall not be entitled to
receive additional amounts pursuant to this Section 2.05 for periods occurring
prior to the 180th day before the giving of such notice) shall not release or
diminish the Company's obligations to pay additional amounts pursuant to this
Section 2.05. The certificate required to be delivered pursuant to this Section
2.05 shall, absent manifest error, be final, conclusive and binding on the
Company.

            Section 3. Commitment Commission; Fees; Reductions of Commitment.

                  3.01 Fees. (a) The Company agrees to pay to the Administrative
Agent for distribution to each Non-Defaulting Bank a commitment commission (the
"Commitment Commission") for the period from and including the Restatement
Effective Date to but excluding the Final Maturity Date (or such earlier date as
the Total Commitment shall have been terminated), computed at a rate per annum
equal to the Applicable Commitment Commission Percentage on the daily average
Unutilized Commitment of such Non-Defaulting Bank. Accrued Commitment Commission
shall be due and payable quarterly in arrears on each Quarterly Payment Date and
on the Final Maturity Date or such earlier date upon which the Total Commitment
is terminated.

                  (b) The Company agrees to pay to the Administrative Agent for
distribution to each Bank (based on their respective Adjusted Percentages) a fee
in respect of each Letter of Credit issued hereunder (the "Letter of Credit
Fee"), for the period from 


                                       19
<PAGE>

and including the date of issuance of such Letter of Credit to but excluding the
termination of such Letter of Credit, computed at a rate per annum equal to the
Applicable Margin for Eurodollar Rate Loans, as in effect from time to time, on

the daily Stated Amount of such Letter of Credit. Accrued Letter of Credit Fees
payable with respect to Letters of Credit shall be due and payable quarterly in
arrears on each Quarterly Payment Date, and on the first day after the
termination of the Total Commitment upon which no Letter of Credit remains
outstanding.

                  (c) The Company agrees to pay to each Issuing Bank, for the
account of such Issuing Bank, a facing fee in respect of each Letter of Credit
issued by such Issuing Bank hereunder (the "Facing Fee"), for the period from
and including the date of issuance of such Letter of Credit to but excluding the
termination of such Letter of Credit, computed at a rate equal to 1/8 of 1% per
annum of the daily average Stated Amount of such Letter of Credit. Accrued
Facing Fees shall be due and payable in arrears to each Issuing Bank in respect
of each Letter of Credit issued by it on each Quarterly Payment Date, and on the
first day after the termination of the Total Commitment upon which no Letter of
Credit remains outstanding.

                  (d) The Company hereby agrees to pay directly to each Issuing
Bank upon each issuance of, drawing under, and/or amendment of, a Letter of
Credit issued by such Issuing Bank such amount as shall at the time of such
issuance, drawing or amendment be the administrative charge which such Issuing
Bank is customarily charging for issuances of, drawings under or amendments of,
letters of credit issued by it or such alternative amounts as may have been
agreed upon in writing by the Company and such Issuing Bank.

                  (e) The Company shall pay to the Administrative Agent and each
Bank, for their respective accounts, such other fees as have been agreed to in
writing by the Company and the Administrative Agent.


                  3.02 Voluntary Termination of Unutilized Commitments. The
Company shall have the right, without premium or penalty and upon at least two
Business Days' prior notice to the Administrative Agent at its Notice Office,
which notice the Administrative Agent shall promptly transmit to each of the
Banks, to terminate the Total Unutilized Commitment, in whole or in part, in
integral multiples of $5,000,000 in the case of partial reductions to the Total
Unutilized Commitment; provided that each such reduction shall apply
proportionately to permanently reduce the Commitment of each Bank.

                  3.03 Mandatory Reduction of Commitments. (a) Subject to the
last paragraph of Section 6, the Total Commitment (and the Commitment of each
Bank) shall terminate on December 31, 1996 unless the Restatement Effective Date
shall have occurred on or before such date.


                                       20
<PAGE>

                  (b) In addition to any other mandatory commitment reductions
pursuant to this Section 3.03, the Total Commitment (and the Commitment of each
Bank) shall terminate on the Final Maturity Date.

                  (c) In addition to any other mandatory commitment reductions
pursuant to this Section 3.03, the Total Commitment shall be reduced on each

date and in the amount set forth below (each scheduled reduction pursuant to
this Section 3.03(c) herein called a "Scheduled Reduction"):

                  December 15, 1999........................ $75,000,000

                  December 15, 2000........................$100,000,000

                  Final Maturity Date......................$675,000,000

The amount of the Scheduled Reductions shall be reduced (x) by the amount of
each voluntary reduction made to the Total Commitment after the Restatement
Effective Date pursuant to Section 3.02, each of which reductions shall apply to
reduce the then remaining Scheduled Reductions in direct order of maturity and
(y) by the amount of each reduction to the Total Commitment pursuant to Sections
3.03(d), (e) and (f), each of which reductions shall apply (1) 50%, to reduce
the then remaining Scheduled Reductions in direct order of maturity and (2)
after giving effect to the application pursuant to immediately preceding clause
(1), 50% to reduce the then remaining Scheduled Reductions on a pro rata basis
(based upon the then remaining amount of each Scheduled Reduction).

                  (d) In addition to any other mandatory commitment reductions
pursuant to this Section 3.03, on each date after the Restatement Effective Date
upon which the Company or any of its Subsidiaries receives any proceeds from any
incurrence by the Company or any of its Subsidiaries of Indebtedness for
borrowed money (other than Indebtedness for borrowed money permitted to be
incurred pursuant to Section 9.04, as such Section is in effect on the
Restatement Effective Date), the Total Commitment shall be reduced by an amount
equal to 100% of the cash proceeds of the respective incurrence (net of
underwriting discounts and commissions and other reasonable costs associated
therewith).

                  (e) In addition to any other mandatory commitment reductions
pursuant to this Section 3.03, on each date after the Restatement Effective Date
upon which the Company or any of its Subsidiaries receives proceeds (or, in the
case of any such sale the proceeds of which are received by the Company or such
Subsidiary in a currency other than Dollars, on the earlier of (x) the date the
Company or such Subsidiary is able to convert such currency into Dollars or (y)
the date occurring five Business Days after the receipt of such proceeds) from
any sale of assets ((i) including capital stock and securities and (ii)
excluding (A) sales of inventory in the ordinary course of business and (B) any
single sale of assets (other than inventory referred to in clause (A)) with
respect to which 


                                       21
<PAGE>

the Net Sale Proceeds received in respect thereof do not exceed $500,000, so
long as not more than $5,000,000 of Net Sale Proceeds from asset sales are
excluded in any one fiscal year pursuant to this clause (B) and (C) the Farnam
Disposition, if effected prior to March 31, 1997 pursuant to the requirements of
Section 9.02(xix)), the Total Commitment shall be reduced by an amount equal to
75% (or 50% if, on the date of the required commitment reduction pursuant to
this Section 3.03(e), the Applicable Margin at such time for Eurodollar Rate

Loans is .625% or less) of the Net Sale Proceeds therefrom to the extent that
the amount of such Net Sale Proceeds, when added to the aggregate amount of all
other Net Sale Proceeds received during the respective fiscal year of the type
described above in this Section 3.03(e) (and not excluded pursuant to the second
preceding parenthetical), exceed the Retained Amount for such fiscal year.

                  (f) In addition to any other mandatory commitment reductions
pursuant to this Section 3.03, on each date after the Restatement Effective Date
upon which the Company or any of its Subsidiaries receives any proceeds from a
Permitted Receivables Transaction (but excluding proceeds of subsequent sales of
receivables pursuant to a Permitted Receivables Transaction after the initial
sale of receivables has occurred thereunder, except to the extent that the
respective sale of receivables increases the aggregate amount of outstanding
receivables sold pursuant to the Permitted Receivables Transaction to an amount
in excess of the previous highest amount (on or after the Restatement Effective
Date) of outstanding receivables theretofore sold pursuant to the Permitted
Receivables Transaction), the Total Commitment shall be reduced by an amount
equal to 100% of the net cash proceeds thereof; provided, however, that, so long
as no Default or Event of Default exists as of such date, and so long as no
Default or Event of Default exists on the date of the application of the
proceeds thereof or would exist after giving effect thereto, such net cash
proceeds from such Permitted Receivables Transaction may first be used, within
60 days after the date of receipt thereof, to permanently repay outstanding
principal of Indebtedness for borrowed money of the Company (other than the
Loans) which is at the time permitted to be repaid pursuant to the terms thereof
and of this Agreement. Notwithstanding anything to the contrary contained in the
immediately preceding sentence, if the Company wishes to apply cash proceeds
from such Permitted Receivables Transaction (or any portion thereof) in
accordance with the proviso of the immediately preceding sentence, it shall be a
condition thereto that, within five Business Days after the date of the
consummation of such Permitted Receivables Transaction, the Company shall have
furnished a certificate of its chief financial officer certifying that no
Default or Event of Default existed on the date of such Permitted Receivables
Transaction and setting forth (x) the amount of cash proceeds received from such
Permitted Receivables Transaction and (y) the amount the Company intends to
apply pursuant to said proviso and the Indebtedness to which the Company intends
to apply such amount. As indicated in the proviso to the first sentence of this
Section 3.03(f), so long as no Default or Event of Default exists on the date of
such Permitted Receivables Transaction, the amount of cash proceeds which would
otherwise be required to be applied to reduce the Total Commitment shall be
reduced by the sum of the amounts to be applied to other 


                                       22
<PAGE>

Indebtedness of the Company in accordance with such proviso, as specified in the
officer's certificate described in the immediately preceding sentence.
Notwithstanding anything to the contrary contained above, on the date which is
61 days after the date of the receipt of any proceeds from such Permitted
Receivables Transaction, the Total Commitment shall be reduced by the amount of
any funds which were specified in the respective officer's certificate as
intended to be applied pursuant to the proviso to the first sentence of this
Section 3.03(f) which have not in fact been so applied on or prior to the 60th

day after the date of the receipt thereof.

                  (g) Each reduction to the Total Commitment pursuant to this
Section 3.03 shall be applied proportionately to reduce the Commitment of each
Bank.

            Section 4. Prepayments; Payments; Taxes.

                  4.01 Voluntary Prepayments. The Company shall have the right
to prepay the Loans, without premium or penalty, in whole or in part from time
to time on the following terms and conditions: (i) the Company shall give the
Administrative Agent prior to 11:00 A.M. (New York time) at its Notice Office
(x) at least one Business Day's prior written notice (or telephonic notice
confirmed in writing) of its intent to prepay Base Rate Loans (or same day
notice in the case of Swingline Loans provided such notice is given prior to
11:00 A.M. (New York time) on such Business Day) and (y) at least three Business
Days' prior written notice (or telephonic notice confirmed in writing) of its
intent to prepay Eurodollar Rate Loans, whether Revolving Loans or Swingline
Loans shall be prepaid, the amount of such prepayment and the Types of Loans to
be prepaid and, in the case of Eurodollar Rate Loans, the specific Borrowing or
Borrowings pursuant to which made, which notice the Administrative Agent shall
promptly transmit to each of the Banks; (ii) each prepayment shall be in an
aggregate principal amount of at least $1,000,000; provided that if any partial
prepayment of Eurodollar Rate Loans made pursuant to any Borrowing shall reduce
the outstanding Loans made pursuant to such Borrowing to an amount less than
$5,000,000, then such Borrowing may not be continued as a Borrowing of
Eurodollar Rate Loans and any election of an Interest Period with respect
thereto given by the Company shall have no force or effect (it being understood
that such Borrowing shall convert to a Borrowing of Base Rate Loans or be
repaid); (iii) prepayments of Eurodollar Rate Loans made pursuant to this
Section 4.01 may only be made on the last day of an Interest Period applicable
thereto; and (iv) each prepayment in respect of any Loans made pursuant to a
Borrowing shall be applied pro rata among such Loans, provided that at the
Company's election in connection with any prepayment pursuant to this Section
4.01, any prepayment in respect of Revolving Loans shall not be applied to any
Revolving Loan of a Defaulting Bank.

                  4.02 Mandatory Repayments and Commitment Reductions. (a) (i)
On any day on which the sum of the aggregate outstanding principal amount of the
Revolving Loans made by Non-Defaulting Banks, Swingline Loans and the Letter of
Credit Outstandings exceeds the Adjusted Total Commitment as then in effect, the


                                       23
<PAGE>

Company shall prepay principal of Swingline Loans and, after the Swingline Loans
have been repaid in full, Revolving Loans of Non-Defaulting Banks in an amount
equal to such excess. If, after giving effect to the prepayment of all
outstanding Swingline Loans and Revolving Loans of Non-Defaulting Banks, the
Letter of Credit Outstandings exceed the Adjusted Total Commitment as then in
effect, the Company shall pay to the Administrative Agent at the Payment Office
on such date an amount of cash or Cash Equivalents equal to the amount of such
excess (up to a maximum amount equal to the Letter of Credit Outstandings at

such time), such cash or Cash Equivalents to be held as security for all
obligations of the Company to the Non-Defaulting Banks hereunder in a cash
collateral account (which shall permit the investment of funds held therein in
Cash Equivalents satisfactory to the Administrative Agent, with remittances of
excess funds (including investment income), if any, on deposit in said cash
collateral account to be made from time to time, so long as no Event of Default
then exists, on a basis satisfactory to the Administrative Agent) to be
established by the Administrative Agent.

                  (ii) On any day on which the aggregate outstanding principal
amount of the Revolving Loans made by any Defaulting Bank exceeds the Commitment
of such Defaulting Bank, the Company shall prepay principal of Revolving Loans
of such Defaulting Bank in an amount equal to such excess.

                  (b) With respect to each repayment of Loans required by this
Section 4.02, the Company may designate the Types of Loans of the respective
Tranche which are to be repaid and, in the case of Eurodollar Rate Loans, the
specific Borrowing or Borrowings pursuant to which made; provided that: (i)
repayments of Eurodollar Rate Loans pursuant to this Section 4.02 may only be
made on the last day of an Interest Period applicable thereto unless all
Eurodollar Rate Loans with Interest Periods ending on such date of required
repayment and all Base Rate Loans of the respective Tranche have been paid in
full; (ii) if any repayment of Eurodollar Rate Loans made pursuant to a single
Borrowing shall reduce the outstanding Loans made pursuant to such Borrowing to
an amount less than $5,000,000, such Borrowing shall immediately be converted
into Base Rate Loans; (iii) each repayment of any Loans made pursuant to a
Borrowing shall be applied pro rata among such Loans; and (iv) notwithstanding
the provisions of the preceding clause (iii), no prepayment of Revolving Loans
made pursuant to Section 4.02(a)(i) shall be applied to the Revolving Loans of
any Defaulting Bank and prepayments pursuant to Section 4.02(a)(ii) shall only
be applied to the Revolving Loans of the respective Defaulting Bank. In the
absence of a designation by the Company as described in the preceding sentence,
the Administrative Agent shall, subject to the above, make such designation in
its sole discretion.

                  (c) Notwithstanding anything to the contrary contained
elsewhere in this Agreement, all then outstanding Loans shall be repaid in full
on the Final Maturity Date.


                                       24
<PAGE>

                  4.03 Method and Place of Payment. Except as otherwise
specifically provided herein, all payments under this Agreement or any Note
shall be made to the Administrative Agent for the account of the Bank or Banks
entitled thereto not later than 12:00 Noon (New York time) on the date when due
and shall be made in Dollars in immediately available funds at the Payment
Office of the Administrative Agent. Whenever any payment to be made hereunder or
under any Note shall be stated to be due on a day which is not a Business Day,
the due date thereof shall be extended to the next succeeding Business Day and,
with respect to payments of principal, interest shall be payable at the
applicable rate during such extension.


                  4.04 Net Payments. (a) All payments made by the Company
hereunder or under any Note will be made without setoff, counterclaim or other
defense. Except as provided in Section 4.04(b), all such payments will be made
free and clear of, and without deduction or withholding for, any present or
future taxes, levies, imposts, duties, fees, assessments or other charges of
whatever nature now or hereafter imposed by any jurisdiction or by any political
subdivision or taxing authority thereof or therein with respect to such payments
(but excluding, except as provided in the second succeeding sentence, any tax
imposed on or measured by the net income or net profits of a Bank pursuant to
the laws of the jurisdiction in which it is organized or the jurisdiction in
which the principal office or applicable lending office of such Bank is located
or any subdivision thereof or therein) and all interest, penalties or similar
liabilities with respect to such non-excluded taxes, levies, imposts, duties,
fees, assessments or other charges (all such non-excluded taxes, levies,
imposts, duties, fees, assessments or other charges being referred to
collectively as "Taxes"). If any Taxes are so levied or imposed, the Company
agrees to pay the full amount of such Taxes, and such additional amounts as may
be necessary so that every payment of all amounts due under this Agreement or
under any Note, after withholding or deduction for or on account of any Taxes,
will not be less than the amount provided for herein or in such Note. If any
amounts are payable in respect of Taxes pursuant to the preceding sentence, the
Company agrees to reimburse each Bank, upon the written request of such Bank,
for taxes imposed on or measured by the net income or net profits of such Bank
pursuant to the laws of the jurisdiction in which such Bank is organized or in
which the principal office or applicable lending office of such Bank is located
or under the laws of any political subdivision or taxing authority of any such
jurisdiction in which such Bank is organized or in which the principal office or
applicable lending office of such Bank is located and for any withholding of
taxes as such Bank shall determine are payable by, or withheld from, such Bank,
in respect of such amounts so paid to or on behalf of such Bank pursuant to the
preceding sentence and in respect of any amounts paid to or on behalf of such
Bank pursuant to this sentence. The Company will furnish to the Administrative
Agent within 45 days after the date the payment of any Taxes is due pursuant to
applicable law certified copies of tax receipts evidencing such payment by the
Company. The Company agrees to indemnify and hold harmless each Bank, and
reimburse such Bank upon its written request, for the amount of any Taxes so
levied or imposed and paid by such Bank.


                                       25
<PAGE>

                  (b) Each Bank that is not a United States person (as such term
is defined in Section 7701(a)(30) of the Code) for U.S. Federal income tax
purposes agrees to deliver to the Company and the Administrative Agent on or
prior to the Restatement Effective Date, or in the case of a Bank that is an
assignee or transferee of an interest under this Agreement pursuant to Section
1.12 or 13.04 (unless the respective Bank was already a Bank hereunder
immediately prior to such assignment or transfer), on the date of such
assignment or transfer to such Bank, (i) two accurate and complete original
signed copies of Internal Revenue Service Forms 4224 or 1001 (or successor
forms) certifying to such Bank's entitlement to a complete exemption from United
States withholding tax with respect to payments to be made under this Agreement
and under any Note, or (ii) if the Bank is not a "bank" within the meaning of

Section 881(c)(3)(A) of the Code and cannot deliver either Internal Revenue
Service Form 1001 or 4224 pursuant to clause (i) above, (x) a certificate
substantially in the form of Exhibit D (any such certificate, a "Section
4.04(b)(ii) Certificate") and (y) two accurate and complete original signed
copies of Internal Revenue Service Form W-8 (or successor form) certifying to
such Bank's entitlement to a complete exemption from United States withholding
tax with respect to payments of interest to be made under this Agreement and
under any Note. In addition, each Bank agrees that from time to time after the
Restatement Effective Date, when a lapse in time or change in circumstances
renders the previous certification obsolete or inaccurate in any material
respect or upon reasonable written request of Company, it will deliver to the
Company and the Administrative Agent two new accurate and complete original
signed copies of Internal Revenue Service Form 4224 or 1001, or Form W-8 and a
Section 4.04(b)(ii) Certificate, as the case may be, and such other forms as may
be required in order to confirm or establish the entitlement of such Bank to a
continued exemption from or reduction in United States withholding tax with
respect to payments under this Agreement and any Note, or it shall immediately
notify the Company and the Administrative Agent of its inability to deliver any
such Form or Certificate, in which case such Bank shall not be required to
deliver any such Form or Certificate pursuant to this Section 4.04(b).
Notwithstanding anything to the contrary contained in Section 4.04(a), but
subject to Section 13.04(b) and the immediately succeeding sentence, (x) the
Company shall be entitled, to the extent it is required to do so by law, to
deduct or withhold income or similar taxes imposed by the United States (or any
political subdivision or taxing authority thereof or therein) from interest,
Fees or other amounts payable hereunder for the account of any Bank which is not
a United States person (as such term is defined in Section 7701(a)(30) of the
Code) for U.S. Federal income tax purposes to the extent that such Bank has not
provided to the Company U.S. Internal Revenue Service forms, certificates or
documentation that establish a complete exemption from such deduction or
withholding and (y) the Company shall not be obligated pursuant to Section
4.04(a) hereof to gross-up payments to be made to a Bank in respect of income or
similar taxes imposed by the United States if (I) such Bank has not provided to
the Company the Internal Revenue Service Forms required to be provided to the
Company pursuant to this Section 4.04(b) or (II) in the case of a payment, other
than interest, to a Bank described in clause (ii) above, to the extent that such
Forms do not establish a complete exemption from withholding of such 


                                       26
<PAGE>

taxes. Notwithstanding anything to the contrary contained in the preceding
sentence or elsewhere in this Section 4.04 and except as set forth in Section
13.04(b), the Company agrees to pay any additional amounts and to indemnify each
Bank in the manner set forth in Section 4.04(a) (without regard to the identity
of the jurisdiction requiring the deduction or withholding) in respect of any
Taxes deducted or withheld by it as described in the immediately preceding
sentence as a result of any changes after the Restatement Effective Date in any
applicable law, treaty, governmental rule, regulation, guideline or order, or in
the interpretation thereof, relating to the deducting or withholding of such
Taxes.

                  (c) If the Company pays any additional amount under this

Section 4.04 to a Bank and such Bank determines in its sole discretion that it
has actually received in connection therewith any refund of Tax in or with
respect to the taxable year in which the additional amount is paid, such Bank
shall pay to the Company an amount that the Bank shall, in its sole discretion,
determine is equal to the net benefit, after tax, which was obtained by the Bank
in such year as a consequence of such refund.

            Section 5. Conditions Precedent To The Restatement Effective Date.
The occurrence of the Restatement Effective Date pursuant to Section 13.10, and
the obligation of each Bank to maintain and/or make Loans, and the obligation of
any Issuing Bank to issue Letters of Credit, in each case on the Restatement
Effective Date, is subject at the time of the making of such Loans or the
issuance of such Letters of Credit to the satisfaction of the following
conditions:

                  5.01 Execution of Agreement; Notes. On or prior to the
Restatement Effective Date (i) this Agreement shall have been executed and
delivered as provided in Section 13.10 and (ii) there shall have been delivered
to the Administrative Agent for the account of each of the Banks the appropriate
Revolving Note executed by the Company, and to BTCo the Swingline Note executed
by the Company, in each case in the amount, maturity and as otherwise provided
herein.

                  5.02 Officer's Certificate. On the Restatement Effective Date,
the Administrative Agent shall have received a certificate dated the Restatement
Effective Date signed on behalf of the Company by the President, any Executive
Vice President, any Senior Vice President, or any Vice President of the Company
stating that all of the conditions in Sections 5.11, 5.12, 5.14, 5.16, 5.17 and
6.01 have been satisfied on such date; provided the certificate shall not be
required to certify as to the acceptability of any items to the Agents and/or
the Required Banks or as to whether the Agents and/or the Required Banks are
satisfied with any of the matters described in said Sections.

                  5.03 Opinions of Counsel. On the Restatement Effective Date,
the Administrative Agent shall have received from Cummings & Lockwood, special
counsel to the Company, and from Robert J. Tubbs, Esq., General Counsel of the
Company, opinions addressed to the Agents and each of the Banks and dated the
Restatement Effective Date, covering the matters set forth in Exhibits E-1, and
E-2, respectively, and such other 


                                       27
<PAGE>

matters incident to the transactions contemplated herein as the Administrative
Agent or any Bank may reasonably request, each of which shall be in form and
substance satisfactory to the Administrative Agent and the Required Banks.

                  5.04 Corporate Documents; Proceedings. (a) On the Restatement
Effective Date, the Administrative Agent shall have received a certificate,
dated the Restatement Effective Date, signed by the President, any Executive
Vice President, any Senior Vice President, or any Vice President of each Credit
Party and attested to by the Secretary or any Assistant Secretary of such Credit
Party, in the form of Exhibit F with appropriate insertions, (x) certifying that

there were no changes, or providing the text of any changes, to the Certificate
of Incorporation and By-Laws of such Credit Party and (y) the resolutions of
such Credit Party referred to in such certificate, and the foregoing shall be
acceptable to the Administrative Agent in its sole discretion.

                  (b) All corporate and legal proceedings and all instruments
and agreements in connection with the transactions contemplated by this
Agreement and the other Credit Documents shall be satisfactory in form and
substance to the Administrative Agent and the Required Banks, and the
Administrative Agent shall have received all information and copies of all
documents and papers, including records of corporate proceedings, governmental
approvals, good standing certificates and bring-down telegrams, if any, which
the Administrative Agent reasonably may have requested in connection therewith,
such documents and papers where appropriate to be certified by proper corporate
or governmental authorities.

                  5.05 Debt Agreements; Tax Sharing Agreements. On or prior to
the Restatement Effective Date, there shall have been delivered, or made
available, to the Administrative Agent true and correct copies, certified as
true and complete by an appropriate officer of the Company of all amendments to,
and, to the extent entered into after, or not delivered on or prior to, the
Original Restatement Effective Date, any (i) tax sharing, disaffiliation, tax
allocation and other similar agreements entered into by the Company and/or any
of its Subsidiaries (collectively, the "Tax Sharing Agreements") and (ii)
agreements evidencing or relating to the Existing Indebtedness, with a principal
amount outstanding or permitted to be incurred of $1 million or more, of the
Company and its Subsidiaries (collectively, the "Debt Agreements"), in each
case, to the extent not previously delivered to the Existing Banks on or prior
to the Original Restatement Effective Date; all of which Tax Sharing Agreements
and Debt Agreements shall be in form and substance satisfactory to the
Administrative Agent and the Required Banks.

                  5.06 Subsidiaries Guaranty. On the Restatement Effective Date,
each Subsidiary Guarantor shall have duly authorized, executed and delivered an
Amended and Restated Subsidiaries Guaranty in the form of Exhibit M hereto (as
modified, supplemented or amended from time to time, the "Subsidiaries
Guaranty").


                                       28
<PAGE>

                  5.07 Company Pledge Agreement. On the Restatement Effective
Date, (i) the Company shall have duly authorized, executed and delivered an
Amended and Restated Company Pledge Agreement in the form of Exhibit N hereto
(as modified, supplemented or amended from time to time, the "Company Pledge
Agreement") and (ii) the Collateral Agent, as Pledgee, shall have in its
possession all the Pledged Securities referred to in the Company Pledge
Agreement then owned by the Company, (x) endorsed in blank in the case of
promissory notes constituting Pledged Securities and (y) together with executed
and undated stock powers, in the case of capital stock constituting Pledged
Securities, and the Company Pledge Agreement shall be (and remain after the
occurrence of the Restatement Effective Date) in full force and effect.


                  5.08 Subsidiaries Pledge Agreement. On the Restatement
Effective Date, (i) each Subsidiary Pledgor shall have duly authorized, executed
and delivered an Amended and Restated Subsidiaries Pledge Agreement in the form
of Exhibit O hereto (as modified, supplemented or amended from time to time, the
"Subsidiaries Pledge Agreement") and (ii) the Collateral Agent, as Pledgee,
shall have in its possession all the Pledged Securities referred to in the
Subsidiaries Pledge Agreement then owned by the respective Subsidiary Pledgors,
(x) endorsed in blank in the case of promissory notes constituting Pledged
Securities and (y) together with executed and undated stock powers, in the case
of capital stock constituting Pledged Securities, and the Subsidiaries Pledge
Agreement shall be (and remain after the occurrence of the Restatement Effective
Date) in full force and effect.

                  5.09 Security Agreements. On the Restatement Effective Date
(and after giving effect thereto), (i) the Company shall have duly authorized,
executed and delivered an Amended and Restated Company Security Agreement in the
form of Exhibit P hereto (as modified, supplemented or amended from time to
time, the "Company Security Agreement"), (ii) each Subsidiary Assignor shall
have duly authorized, executed and delivered an Amended and Restated
Subsidiaries Security Agreement in the form of Exhibit Q hereto (as modified,
supplemented or amended from time to time, the "Subsidiaries Security
Agreement") and (iii) each such Security Agreement shall be in full force and
effect and no filings, recordings or registrations (other than those made prior
to the Restatement Effective Date or for which financing statements on Form
UCC-1 or UCC-3, as the case may be, have been executed and delivered to the
Collateral Agent on the Restatement Effective Date) shall be necessary or
required to perfect (or maintain the perfection and priority of) the security
interests created thereunder.

                  5.10 Mortgages; Title Insurance; etc. On the Restatement
Effective Date, the Collateral Agent shall have received:

                  (i) fully executed counterparts of amendments (each a
            "Mortgage Amendment" and collectively the "Mortgage Amendments") to
            each of the mortgages and deeds of trust delivered pursuant to the
            Original Credit Agreement (each an "Original Mortgage" and,
            collectively, the 


                                       29
<PAGE>

            "Original Mortgages") in each case in form and substance
            satisfactory to the Administrative Agent, which Original Mortgages
            shall cover such of the Real Property owned or leased by the Company
            or any Domestic Subsidiary as shall be listed in Part A of Schedule
            III (each an "Original Mortgaged Property" and, collectively, the
            "Original Mortgaged Properties"), together with evidence that
            counterparts of the Mortgage Amendments have been delivered to the
            title insurance company insuring the Lien of the Original Mortgages
            for recording in all places to the extent necessary or desirable, in
            the judgment of the Administrative Agent, effectively to create or
            maintain a valid and enforceable first priority lien on each
            Original Mortgaged Property in favor of the Collateral Agent (or

            such other trustee as may be required or desired under local law)
            for the benefit of the Secured Creditors; and

                  (ii) endorsements of existing mortgagee title insurance
            policies in form and substance satisfactory to the Administrative
            Agent (the "Mortgage Policies") in amounts satisfactory to the
            Administrative Agent and the Required Banks assuring the Collateral
            Agent that the Original Mortgages, as amended by the Mortgage
            Amendments, are valid and enforceable first priority mortgage liens
            on the respective Original Mortgaged Properties, free and clear of
            all defects, encumbrances and other Liens except Permitted
            Encumbrances and the Mortgage Policies shall be in form and
            substance satisfactory to the Administrative Agent and the Required
            Banks and shall include, as appropriate, an endorsement for future
            advances under this Agreement and the Notes and for any other matter
            that the Administrative Agent or the Required Banks in their
            discretion may request, shall not include an exception for
            mechanics' liens, and shall provide for affirmative insurance and
            such reinsurance as the Administrative Agent or the Required Banks
            in their discretion may request.

                  5.11 Adverse Change, etc. (a) On the Restatement Effective
Date, nothing shall have occurred (and the Banks shall have become aware of no
facts or conditions not previously known) which the Administrative Agent or the
Required Banks shall reasonably determine has, or could have, a material adverse
effect on the rights or remedies of the Banks or any Agent, or on the ability of
the Company and its Subsidiaries to perform their obligations to the Banks or
which has, or could have, a materially adverse effect on the business, property,
assets, condition (financial or otherwise) or prospects of the Company or of the
Company and its Subsidiaries taken as a whole.

                  (b) On or prior to the Restatement Effective Date, all
necessary governmental (domestic and foreign) and third party approvals in
connection with the Refinancing and the transactions contemplated by the Credit
Documents and otherwise referred to herein or therein shall have been obtained
and remain in effect, and all applicable waiting periods, if any, shall have
expired without any action being taken by 


                                       30
<PAGE>

any competent authority which restrains, prevents or imposes materially adverse
conditions upon the consummation of all or any part of the Refinancing or the
other transactions contemplated by the Credit Documents and otherwise referred
to herein or therein. Additionally, there shall not exist any judgment, order,
injunction or other restraint issued or filed or a hearing seeking injunctive
relief or other restraint pending or notified prohibiting or imposing materially
adverse conditions upon all or any part of the Refinancing or the making of the
Loans.

                  5.12 Litigation. On the Restatement Effective Date, no
litigation by any entity (private or governmental) shall be pending or
threatened with respect to this Agreement or any documentation executed in

connection herewith or the transactions contemplated hereby (including, without
limitation, the Refinancing), or with respect to any material Indebtedness of
the Company or its Subsidiaries which is to remain outstanding after the
consummation of the Refinancing or which the Administrative Agent or the
Required Banks shall reasonably determine could have a materially adverse effect
on the business, property, assets, condition (financial or otherwise) or
prospects of the Company or of the Company and its Subsidiaries taken as a
whole.

                  5.13 Solvency Certificate; Environmental Analyses; Insurance
Analyses. On the Restatement Effective Date, the Banks shall have received (i) a
certificate in the form of Exhibit G, addressed to the Agents and each of the
Banks and dated the Restatement Effective Date, from the Chief Financial Officer
of the Company supporting the conclusions that, after giving effect to the
Refinancing and the incurrence of all financings herein, the Company and its
Subsidiaries taken as a whole are not insolvent and will not be rendered
insolvent by the indebtedness in connection herewith, will not be left with
unreasonably small capital with which to engage in their businesses and will not
have incurred debts beyond their ability to pay such debts as they mature and
become due, (ii) such environmental and hazardous substance analysis reports
(which may be oral or written) as may have been requested by any Agent or the
Required Banks, which shall be in scope, and in form and substance, acceptable
to the requesting Agent or the Required Banks, as the case may be, and (iii)
evidence of insurance complying with the requirements of Section 8.03 for the
business and properties of the Company and its Subsidiaries, in scope, form and
substance satisfactory to the Agents and naming the Collateral Agent as
additional insured and loss payee and stating that such insurance shall not be
cancelled or revised without 30 days prior written notice by the insurer to the
Collateral Agent.

                  5.14 Repayment of Certain Original Loans; Payment of Fees,
etc. On (or concurrently with the occurrence of) the Restatement Effective Date,
the Original Loans of each Existing Bank (excluding Swingline Loans which are to
remain outstanding after the Restatement Effective Date in accordance with the
provisions of Section 1.01(b)) shall have been repaid in full, together with any
breakage costs owing as a result thereof pursuant to Section 1.11 of the
Original Credit Agreement. On the Restatement Effective Date, all interest and
Fees accrued (and not theretofore paid) under the Original Credit Agreement
shall be paid in full, and all other costs, fees and expenses owing to any of
the 


                                       31
<PAGE>

Existing Banks, the Existing Agents or the Administrative Agent under the
Original Credit Agreement shall be paid to the extent due. All costs, fees and
expenses (including, without limitation, legal fees and expenses) and other
compensation contemplated hereby or otherwise agreed and payable to the
Continuing Banks, the New Banks or the Administrative Agent shall have been paid
to the extent due.

                  5.15 Balance Sheet. On or prior to the Restatement Effective
Date, the Banks shall have received an unaudited pro forma consolidated balance

sheet of the Company and its Subsidiaries at September 29, 1996 prepared in
accordance with generally accepted accounting principles except as specifically
set forth in the notes to such balance sheet (after giving effect to the
Refinancing), which pro forma balance sheet shall be in form and substance
satisfactory to the Administrative Agent and the Required Banks.

                  5.16 Existing Indebtedness. Each element of the Refinancing
shall have been effected to the reasonable satisfaction of the Agents. After
giving effect to the Refinancing, the Company and its Subsidiaries shall have no
outstanding Indebtedness except (i) those 1999 Senior Notes, 2000 Senior Notes
and/or Senior Subordinated Notes which remain outstanding after giving effect to
the Refinancing (or in the case of the Senior Subordinated Notes, those elements
of the Refinancing which have been consummated), (ii) Indebtedness pursuant to
this Agreement and the other Credit Documents and (iii) the Existing
Indebtedness. All material Existing Indebtedness shall remain outstanding
immediately after the consummation of the Refinancing and the financing therefor
without any defaults or events of default existing thereunder or arising as a
result of the Refinancing and the other transactions contemplated hereby and, as
of the Restatement Effective Date, there shall not be any amendments or
modifications to the agreements and instruments governing or evidencing such
Indebtedness other than as requested or approved by the Administrative Agent or
the Required Banks.

                  5.17 Tender Offer/Consent Solicitations. On or prior to the
Restatement Effective Date, the Company shall have commenced a tender
offer/consent solicitation with respect to each issue (each an "Issue") of
Existing Notes (each a "Tender Offer/Consent Solicitation" and, collectively,
the "Tender Offer/Consent Solicitations"), pursuant to which (i) the Company
shall, subject to the terms and conditions contained therein, offer to purchase
(each a "Tender Offer") all of the outstanding Existing Notes of the respective
Issue at a price equal to the principal of, and accrued interest on, the
Existing Notes plus a premium, not to exceed an amount reasonably satisfactory
to the Agents and (ii) consents shall be solicited (each a "Consent
Solicitation") to amendments to the indenture pursuant to which the respective
Issue of Existing Notes was issued (each an "Existing Notes Indenture" and,
collectively, the "Existing Notes Indentures"), on terms and conditions
reasonably satisfactory to the Agents, which amendments (the "Existing Notes
Indenture Amendments") would substantially eliminate the financial and certain
other operating covenants contained in each of the Existing Notes Indentures.
All terms and conditions of each Tender Offer/Consent Solicitation shall be
reasonably satisfactory 


                                       32
<PAGE>

to Agents. It shall be a further condition to the Restatement Effective Date
that (x) each Issue of Existing Senior Notes be the subject of a Consent
Solicitation where the holders of a majority of the respective Issue have
consented to the adoption of the Existing Notes Indenture Amendments (each, a
"Successful Consent Solicitation"), and that, in accordance with the terms of
the respective Tender Offer/Consent Solicitation, the respective Existing Notes
Indenture Amendments be adopted and (y) the Tender/Offer Consent Solicitations
with respect to each Issue of Existing Notes shall have expired in accordance

with the terms thereof on or prior to the Restatement Effective Date (with at
least 85% of the theretofore outstanding principal amount of Existing Notes
pursuant to each Issue being accepted for purchase pursuant to the terms of the
respective Tender Offer/Consent Solicitation).

            Section 6. Conditions Precedent To All Credit Events. The obligation
of each Bank to maintain and/or make any Loan (excluding Mandatory Borrowings
which shall be made as provided in Section 1.01(c)) and the obligation of any
Issuing Bank to issue any Letter of Credit, is subject, at the time of each such
Credit Event (except as hereinafter indicated), to the satisfaction of the
following conditions:

                  6.01 No Default; Representations and Warranties. At the time
of each such Credit Event and also after giving effect thereto (i) there shall
exist no Default or Event of Default and (ii) all representations and warranties
contained herein and in the other Credit Documents shall be true and correct in
all material respects with the same effect as though such representations and
warranties had been made on the date of the making of such Credit Event, unless
such representation or warranty expressly indicates that it is being made as of
any other specific date (in which case such representation or warranty shall
have been true and correct in all material respects as of such specific date).

                  6.02 Notice of Borrowing; Letter of Credit Request. (a) In the
case of the incurrence of a Loan (other than Loans maintained on the Restatement
Effective Date), prior to the making of each Loan (excluding Swingline Loans),
the Administrative Agent shall have received a Notice of Borrowing meeting the
requirements of Section 1.03(a). Prior to the making of any Swingline Loan BTCo
shall have received the notice required by Section 1.03(b)(i).

                  (b) Prior to the issuance of each Letter of Credit (other than
an Included Letter of Credit), the Administrative Agent and the respective
Issuing Bank shall have received a Letter of Credit Request meeting the
requirements of Section 2.03.

            The occurrence of the Restatement Effective Date and the acceptance
of the benefits of each Credit Event shall constitute a representation and
warranty by the Company to each of the Banks that all the applicable conditions
specified in Sections 5 and 6 exist as of that time (although no representation
or warranty is made as to the acceptability of any items to the Administrative
Agent and/or the Required Banks or as to whether the Administrative Agent and/or
the Required Banks are satisfied with any of the 


                                       33
<PAGE>

matters described in said Sections). All of the Notes, certificates, legal
opinions and other documents and papers referred to in Sections 5 and 6, unless
otherwise specified, shall be delivered to the Administrative Agent at the
Administrative Agent's Notice Office for the account of each of the Banks and,
except for the Notes, in sufficient counterparts for each of the Banks and shall
be satisfactory in form and substance to the Banks.

            Notwithstanding anything to the contrary contained above or in

Section 13.10, if the Restatement Effective Date does not occur on or prior to
December 31, 1996, then it shall not thereafter occur (unless the Required Banks
agree in writing to an extension of such date), and this Agreement shall cease
to be of any further force or effect and the Original Credit Agreement shall
continue to be effective, as the same may have been, or may thereafter be,
amended, modified or supplemented from time to time.

            Section 7. Representations, Warranties and Agreements. In order to
induce the Banks to enter into this Agreement and to maintain and/or make the
Loans, and issue (or participate in) the Letters of Credit as provided herein,
the Company makes the following representations, warranties and agreements, in
each case both before and after giving effect to the consummation of the
Refinancing, all of which shall survive the execution and delivery of this
Agreement and the Notes and the making of the Loans and issuance of the Letters
of Credit, with the occurrence of each Credit Event on or after the Restatement
Effective Date being deemed to constitute a representation and warranty that in
all material respects the matters specified in this Section 7 are true and
correct on and as of the Restatement Effective Date and on the date of each such
Credit Event (both before and after giving effect thereto), unless such
representation and warranty expressly indicates that it is being made as of any
other specific date (in which case such representation and warranty shall have
been true and correct in all material respects as of such specific date):

                  7.01 Corporate Status. The Company and each Subsidiary of the
Company (i) is a duly organized and validly existing corporation in good
standing under the laws of the jurisdiction of its incorporation, (ii) has the
corporate power and authority to own its property and assets and to transact the
business in which it is engaged and presently proposes to engage and (iii) is
duly qualified and is authorized to do business and is in good standing in each
jurisdiction where the ownership, leasing or operation of property or the
conduct of its business requires such qualifications except for failures to be
so qualified which, in the aggregate, would not have a material adverse effect
on the business, property, assets, condition (financial or otherwise) or
prospects of the Company or of the Company and its Subsidiaries taken as a
whole.

                  7.02 Corporate Power and Authority. Each Credit Party has the
corporate power to execute, deliver and perform the terms and provisions of each
of the Credit Documents to which it is party and has taken all necessary
corporate action to authorize the execution, delivery and performance by it of
each of such Credit Documents. Each Credit Party has duly executed and delivered
each of the Credit Documents to which it is party, and each of such Credit
Documents constitutes its legal, valid and binding 


                                       34
<PAGE>

obligation enforceable in accordance with its terms, except to the extent that
the enforceability thereof may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws generally affecting creditors' rights
and by equitable principles (regardless of whether enforcement is sought in
equity or at law).


                  7.03 No Violation. Neither the execution, delivery or
performance by any Credit Party of the Credit Documents to which it is a party
(including, without limitation, the granting of Liens pursuant to the Security
Documents), nor compliance by it with the terms and provisions thereof, (i) will
contravene any provision of any law, statute, rule or regulation or any order,
writ, injunction or decree of any court or governmental instrumentality
applicable to the Company or any of its Subsidiaries, (ii) will conflict with or
result in any breach of any of the terms, covenants, conditions or provisions
of, or constitute a default under, or result in the creation or imposition of
(or the obligation to create or impose) any Lien (except pursuant to the
Security Documents) upon any of the property or assets of any Credit Party or
any of its Subsidiaries pursuant to the terms of any indenture (including,
without limitation, the Existing Notes Indentures), mortgage, deed of trust,
credit agreement or loan agreement, or any other material agreement, contract or
instrument, to which any Credit Party or any of its Subsidiaries is a party or
by which it or any of its property or assets is bound or to which it may be
subject or (iii) will violate any provision of the Certificate of Incorporation
or By-Laws of any Credit Party or any of its Subsidiaries.

                  7.04 Governmental Approvals. No order, consent, approval,
license, authorization or validation of, or filing, recording or registration
with (except as have been obtained or made prior to the Restatement Effective
Date or will be made in accordance with Section 13.16 and except that revised
Forms 441S must be filed with the United States Department of Defense), or
exemption by, any governmental or public body or authority, or any subdivision
thereof, is required to authorize, or is required in connection with, (i) the
execution, delivery and performance of any Credit Document or (ii) the legality,
validity, binding effect or enforceability of any such Credit Document.

                  7.05 Financial Statements; Financial Condition; Undisclosed
Liabilities; Projections; etc. (a) The consolidated and consolidating balance
sheet of the Company and its Consolidated Subsidiaries at September 29, 1996,
December 31, 1993, December 31, 1994 and December 31, 1995 and the related
consolidated and consolidating statements of earnings and the related
consolidated statements of cash flows and shareholders' equity of the Company
and its Consolidated Subsidiaries for the nine-month period or fiscal years as
the case may be, ended on such dates and furnished to the Banks prior to the
Restatement Effective Date present fairly the consolidated and consolidating
financial condition of the Company and its Consolidated Subsidiaries at the date
of such balance sheet, and the consolidated and consolidating results of the
operations and the consolidated cash flows and shareholders' equity of the
Company and its Consolidated Subsidiaries for such nine-month period or fiscal
year, as the case may be. All such financial statements have been prepared in
accordance with generally accepted accounting 


                                       35
<PAGE>

principles and practices consistently applied. Since September 29, 1996 (but
after giving effect to the Refinancing), there has been no material adverse
change in the business, property, assets, condition (financial or otherwise) or
prospects of the Company or of the Company and its Subsidiaries taken as a
whole.


                  (b) On and as of the Restatement Effective Date, after giving
effect to the Refinancing and to all Indebtedness (including the Loans and
assuming the full utilization of the Total Commitment) being incurred, assumed
or maintained and Liens created or maintained by each Credit Party in connection
therewith, (a) the sum of the assets, at a fair valuation, of each Credit Party
(including as assets the stock of Subsidiaries owned by such Credit Party) will
exceed its debts; (b) no Credit Party has incurred or intends to, or believes
that it will, incur debts beyond its ability to pay such debts as such debts
mature; and (c) each Credit Party will have sufficient capital with which to
conduct its business. For purposes of this Section 7.05(b) "debt" means any
liability on a claim, and "claim" means (i) right to payment, whether or not
such a right is reduced to judgment, liquidated, unliquidated, fixed,
contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured,
or unsecured; or (ii) right to an equitable remedy for breach of performance if
such breach gives rise to a payment, whether or not such right to an equitable
remedy is reduced to judgment, fixed, contingent, matured, unmatured, disputed,
undisputed, secured or unsecured.

                  (c) Except as fully reflected in the financial statements
delivered pursuant to Section 7.05(a) (including the footnotes thereto), there
were as of the Restatement Effective Date no liabilities or obligations known to
the Company with respect to the Company or any of its Subsidiaries of any nature
whatsoever (whether absolute, accrued, contingent or otherwise and whether or
not due) which, either individually or in aggregate, would be material to the
Company or to the Company and its Subsidiaries taken as a whole. As of the
Restatement Effective Date, the Company does not know of any basis for the
assertion against the Company or any of its Subsidiaries of any liability or
obligation of any nature whatsoever that is not fully reflected in the financial
statements delivered pursuant to Section 7.05(a) (including the footnotes
thereto) which, either individually or in the aggregate, could reasonably be
expected to be material to the Company, or to the Company and its Subsidiaries
taken as a whole.

                  (d) On and as of the Restatement Effective Date, the financial
projections previously delivered to the Agents and the Banks (the "Projections")
have been prepared on a basis consistent with the financial statements referred
to in Section 7.05(a) (other than as set forth in such Projections), and there
are no statements or conclusions in any of the Projections which are based upon
or include information known to the Company to be misleading or which fail to
take into account material information regarding the matters reported therein.
On the Restatement Effective Date, the Company believed that the Projections
were reasonable and attainable.


                                       36
<PAGE>

                  7.06 Litigation. There are no actions, suits or proceedings
pending or, to the best knowledge of the Company, threatened (i) with respect to
any Credit Document, (ii) with respect to any material Indebtedness of the
Company or any of its Subsidiaries or (iii) that are reasonably likely to
materially and adversely affect the business, property, assets, condition
(financial or otherwise) or prospects of the Company or of the Company and its

Subsidiaries taken as a whole.

                  7.07 True and Complete Disclosure. All factual information
(taken as a whole) heretofore or contemporaneously furnished by or on behalf of
the Company in writing to any Bank (including, without limitation, all
information contained in the Credit Documents) for purposes of or in connection
with this Agreement or any transaction contemplated herein is, and all other
such factual information (taken as a whole) hereafter furnished by or on behalf
of the Company in writing to any Bank for purposes of or in connection with this
Agreement or any transaction contemplated herein will be, true and accurate in
all material respects on the date as of which such information is dated or
certified and not incomplete by omitting to state any material fact necessary to
make such information (taken as a whole) not misleading at such time in light of
the circumstances under which such information was provided.

                  7.08 Use of Proceeds; Margin Regulations. (a)(i) Proceeds of
Revolving Loans incurred on the Restatement Effective Date shall be used by the
Company solely (x) to consummate the Refinancing and (y) to pay fees and
expenses related to the Refinancing and (ii) proceeds of Revolving Loans and
Swingline Loans incurred on and after the Restatement Effective Date shall be
used for general corporate purposes (including acquisitions), including to
finance the working capital needs of Subsidiaries of the Company; provided that
to the extent proceeds of Revolving Loans are used to finance such working
capital needs, such proceeds shall be loaned to the respective Subsidiary to the
extent permitted by Section 9.04(vi) and in accordance with Section 9.05.

                  (b) No part of the proceeds of any Loan will be used to
purchase or carry any Margin Stock or to extend credit for the purpose of
purchasing or carrying any Margin Stock. Neither the making of any Loan nor the
use of the proceeds thereof nor the occurrence of any other Credit Event will
violate or be inconsistent with the provisions of Regulation G, T, U or X of the
Board of Governors of the Federal Reserve System.

                  7.09 Tax Returns and Payments. Each of the Company and its
Subsidiaries has timely filed or caused to be timely filed with the appropriate
taxing authority, all returns, statements, forms and reports for taxes (the
"Returns") required to be filed by or with respect to the income, properties or
operations of the Company and/or any of its Subsidiaries. The Returns accurately
reflect all liability for taxes of the Company and its Subsidiaries for the
periods covered thereby. Each of the Company and each of its Subsidiaries has
paid all taxes payable by it other than taxes which are not established, and
other than those contested in good faith and for which adequate reserves have
been established. Except as set forth on Schedule IV, there is no action, suit,
proceeding, 


                                       37
<PAGE>

investigation, audit, or claim now pending or, to the knowledge of the Company
or its Subsidiaries, threatened by any authority regarding any taxes relating to
the Company or any Subsidiary of the Company. Except as set forth in Schedule
IV, neither the Company nor any of its Subsidiaries has entered into an
agreement or waiver or been requested to enter into an agreement or waiver

extending any statute of limitations relating to the payment or collection of
taxes of the Company or any of its Subsidiaries, or is aware of any
circumstances that would cause the taxable years or other taxable periods of the
Company or any of its Subsidiaries not to be subject to the normally applicable
statute of limitations. None of the Company or any of its Subsidiaries have
provided, with respect to themselves or property held by them, any consent under
Section 341 of the Code. Neither the Company nor any of its Subsidiaries has
incurred, or will incur, any material tax liability in connection with the
Refinancing.

                  7.10 Compliance with ERISA. Each Plan other than a
multiemployer plan (as defined below) (a "Pension Plan") is in substantial
compliance with ERISA and the Code; no Reportable Event has occurred with
respect to a Plan as a result of which the Company, any of its Subsidiaries or
any of its ERISA Affiliates has a material liability which is currently
outstanding; no Pension Plan is insolvent or in reorganization; no Pension Plan
has an Unfunded Current Liability which, when added to the aggregate amount of
Unfunded Current Liability with respect to all other Pension Plans at such time,
would, in the aggregate, have a material adverse effect on the business,
property, assets, condition (financial or otherwise) or prospects of the Company
or of the Company and its Subsidiaries taken as a whole; no Pension Plan has an
accumulated or waived funding deficiency, or has applied for an extension of any
amortization period within the meaning of Section 412 of the Code; all
contributions required to be made with respect to a Plan have been timely made
(other than the quarterly contributions described in Section 302(e) of ERISA or
Section 412(m) of the Code); neither the Company nor any Subsidiary nor any
ERISA Affiliate has incurred any material liability to or on account of a Plan
pursuant to Section 409, 502(i), 502(1), 515, 4062, 4063, 4064, 4069, 4201, 4204
or 4212 of ERISA or Section 401(a)(29), 4971 or 4975 of the Code or expects to
incur any material liability under any of the foregoing Sections with respect to
any Plan; no proceedings have been instituted under Title IV of ERISA to
terminate or appoint a trustee to administer any Plan; no condition exists which
presents a material risk to the Company or any Subsidiary or any ERISA Affiliate
of incurring a material liability to or on account of a Plan pursuant to the
foregoing provisions of ERISA and the Code; neither the Company nor any of its
Subsidiaries or its ERISA Affiliates contribute to, or has within the last seven
years contributed to, any Plans which are Multiemployer Plans (as defined in
Section 4001(a)(3) of ERISA); no lien imposed under the Code or ERISA on the
assets of the Company or any Subsidiary or any ERISA Affiliate exists or is
likely to arise on account of any Plan; and the Company and its Subsidiaries do
not maintain or contribute to any employee welfare benefit plan (as defined in
Section 3(1) of ERISA) which provides benefits to retired employees or other
former employees (other than as required by Section 601 of ERISA) or any
employee pension benefit plan (as defined in Section 3(2) of ERISA) the
obligations 


                                       38
<PAGE>

with respect to which could reasonably be expected to have a material adverse
effect on the ability of the Company to perform its obligations under this
Agreement.


                  7.11 The Security Documents. (a) The provisions of the
Security Agreements are effective to create in favor of the Collateral Agent for
the benefit of the Secured Creditors a legal, valid and enforceable security
interest in all right, title and interest of the respective Credit Parties in
the Collateral described therein, and the Security Agreements create a fully
perfected first lien on, and security interest in, all right, title and interest
of the respective Credit Parties, in all of the Collateral described therein,
subject to no Liens other than Permitted Liens. The recordation of the Security
Agreements in the United States Patent and Trademark Office, together with
filings on Form UCC-1 made pursuant to such Security Agreements, are effective
to perfect the security interest granted to the Collateral Agent in the
trademarks and patents covered by such Security Agreements and the filing of
such Security Agreements with the United States Copyright Office, together with
filings on Form UCC-1 made pursuant to such Security Agreements, are effective
to perfect the security interest granted to the Collateral Agent in the
copyrights covered by such Security Agreements. Each of the Credit Parties party
to a Security Agreement has good and merchantable title to all Collateral
described therein, free and clear of all Liens except those described above in
this clause (a).

                  (b) So long as the Collateral Agent, as Pledgee, is in
possession of the Pledged Securities, the security interests created in favor of
such Pledgee for the benefit of the Secured Creditors under the Pledge
Agreements constitute first perfected security interests in the Pledged
Securities described in the respective Pledge Agreements, subject to no Liens
other than Permitted Liens. No filings or recordings are required in order to
perfect the security interests created in the Pledged Securities under the
Pledge Agreements so long as the Collateral Agent, as Pledgee, is in possession
of such Pledged Securities.

                  (c) The Mortgages, as amended, create, as security for the
obligations purported to be secured thereby, a valid and enforceable perfected
security interest in and Lien on all of the Mortgaged Properties in favor of the
Collateral Agent (or such other trustee as may be named therein) for the benefit
of the Secured Creditors, superior to and prior to the rights of all third
persons (except that the security interest created in the Mortgaged Properties
may be subject to the Permitted Encumbrances related thereto) and subject to no
other Liens (other than Permitted Liens). Schedule III contains a true and
complete list of each Real Property owned or leased by the Company and each
Domestic Subsidiary of the Company on the Restatement Effective Date, and the
type of interest therein held by the Company and/or the respective Domestic
Subsidiary.

                  7.12 Representations and Warranties in Credit Documents. All
representations and warranties set forth in the other Credit Documents were true
and correct in all material respects at the time as of which such
representations and warranties were made or deemed made.


                                       39
<PAGE>

                  7.13 Properties. The Company and each of its Subsidiaries have
good and marketable title to all Real Property owned by them and good and

merchantable title to all other properties owned by them, in each case,
including all property reflected in the consolidated balance sheet of the
Company and its Consolidated Subsidiaries as at September 29, 1996 referred to
in Section 7.05(a) and in the pro forma balance sheet referred to in Section
5.15 (except as sold or otherwise disposed of (x) prior to the Restatement
Effective Date and after the date of such balance sheets in the ordinary course
of business or as described in footnote 6 to the financial statements included
in the Company's quarterly report on Form 10Q for the quarterly period ended
September 29, 1996 or (y) in the case of any sale or disposition on or after the
Restatement Effective Date, as permitted under this Agreement), free and clear
of all Liens, other than (i) as referred to in the consolidated balance sheets
or in the notes thereto or in the pro forma balance sheet or (ii) Permitted
Liens.

                  7.14 Capitalization. On the Restatement Effective Date and
after giving effect to the Refinancing, the authorized capital stock of the
Company shall consist of (i) 100,000,000 shares of Common Stock of the Company
(the "Company Common Stock"), $.01 par value per share, and of which at
September 29, 1996, 70,398,661 shares of Company Common Stock were issued and
67,683,839 shares were outstanding and (ii) 2,500,000 shares of preferred stock,
$.01 par value per share (the "Company Preferred Stock"), of which no shares
shall be issued and outstanding. Upon issuance thereof, all such outstanding
shares have been or shall be duly and validly issued, are or shall be fully paid
and nonassessable and are or shall be free of preemptive rights. The Company
does not have outstanding any securities convertible into or exchangeable for
its capital stock or outstanding any rights to subscribe for or to purchase, or
any options for the purchase of, or any agreements providing for the issuance
(contingent or otherwise) of, or any calls, commitments or claims of any
character relating to, its capital stock, except for options to purchase
5,188,000 shares and 1,349,650 shares available to be issued as of December 31,
1995 under the Stock Option and Incentive Plan.

                  7.15 Subsidiaries. On the Restatement Effective Date, the
corporations listed on Schedule V are the only Subsidiaries of the Company.
Schedule V correctly sets forth, as of the Restatement Effective Date, the
percentage ownership (direct and indirect) of the Company in each class of
capital stock of each of its Subsidiaries and also identifies the direct owner
thereof.

                  7.16 Compliance with Statutes, etc. Each of the Company and
its Subsidiaries is in compliance with all applicable statutes, regulations and
orders of, and all applicable restrictions imposed by, all governmental bodies,
domestic or foreign, in respect of the conduct of its business and the ownership
of its property (including applicable statutes, regulations, orders and
restrictions relating to environmental standards and controls), except such
noncompliances as would not, in the aggregate, have a material adverse effect on
the business, property, assets, condition (financial or otherwise) or prospects
of the Company or of the Company and its Subsidiaries taken as a whole.


                                       40
<PAGE>

                  7.17 Investment Company Act. Neither the Company nor any of

its Subsidiaries is an "investment company" or a company "controlled" by an
"investment company," within the meaning of the Investment Company Act of 1940,
as amended.

                  7.18 Public Utility Holding Company Act. Neither the Company
nor any of its Subsidiaries is a "holding company," or a "subsidiary company" of
a "holding company," or an "affiliate" of a "holding company" or of a
"subsidiary company" of a "holding company" within the meaning of the Public
Utility Holding Company Act of 1935, as amended.

                  7.19 Environmental Matters. (a) The Company and each of its
Subsidiaries have complied with, and on the date of such Credit Event are in
compliance with, all applicable Environmental Laws and the requirements of any
permits issued under such Environmental Laws. There are no past, pending or
threatened Environmental Claims against the Company or any of its Subsidiaries
or any Real Property currently owned or operated by the Company or any of its
Subsidiaries or, to the best knowledge of the Company, against any Real Property
formerly owned or operated by the Company or any of its Subsidiaries. There are
no facts, circumstances, conditions or occurrences on any Real Property owned or
operated by the Company or any of its Subsidiaries or, to the best knowledge of
the Company, on any property adjoining or in the vicinity of any such Real
Property, or any Real Property formerly owned or operated by the Company or any
of its Subsidiaries, that could reasonably be expected (i) to form the basis of
an Environmental Claim against the Company or any of its Subsidiaries or any
such Real Property, or (ii) to cause such Real Property to be subject to any
restrictions on the ownership, occupancy, use or transferability of such Real
Property under any applicable Environmental Law.

                  (b) Hazardous Materials have not at any time been generated,
used, treated or stored on, or transported to or from, any Real Property
currently owned or operated by the Company or any of its Subsidiaries, or to the
best knowledge of the Company, on, to or from any Real Property formerly owned
or operated by the Company or any of its Subsidiaries, where such generation,
use, treatment or storage has violated or could reasonably be expected to
violate any applicable Environmental Law. Hazardous Materials have not been
Released on or from any Real Property currently owned or operated by the Company
or any of its Subsidiaries where such Release has violated or could reasonably
be expected to violate any applicable Environmental Law, or to the best
knowledge of the Company, on or from any Real Property formerly owned or
operated by the Company or any of its Subsidiaries. There are no underground
storage tanks located on any Real Property currently owned or operated by the
Company or any of its Domestic Subsidiaries.

                  (c) Notwithstanding anything to the contrary in this Section
7.19, the representations made in this Section 7.19 shall only be untrue if the
aggregate effect of all failures and noncompliances of the types described above
could reasonably be expected to have a material adverse effect on the business,
operations, property, assets, 


                                       41
<PAGE>

condition (financial or otherwise) or prospects of the Company or of the Company

and its Subsidiaries taken as a whole.

                  7.20 Labor Relations. Neither the Company nor any of its
Subsidiaries is engaged in any unfair labor practice that could reasonably be
expected to have a material adverse effect on the Company or on the Company and
its Subsidiaries taken as a whole. There is (i) no significant unfair labor
practice complaint pending against the Company or any of its Subsidiaries or, to
the best knowledge of the Company, threatened against any of them, before the
National Labor Relations Board, and no significant grievance or significant
arbitration proceeding arising out of or under any collective bargaining
agreement is so pending against the Company or any of its Subsidiaries or, to
the best knowledge of the Company, threatened against any of them, (ii) no
significant strike, labor dispute, slowdown or stoppage is pending against the
Company or any of its Subsidiaries or, to the best knowledge of the Company,
threatened against the Company or any of its Subsidiaries and (iii) to the best
knowledge of the Company, no union representation question existing with respect
to the employees of the Company or any of its Subsidiaries, except (with respect
to any matter specified in clause (i), (ii) or (iii) above, either individually
or in the aggregate) such as could not reasonably be expected to have a material
adverse effect on the business, property, assets, condition (financial or
otherwise) or prospects of the Company or of the Company and its Subsidiaries
taken as a whole.

                  7.21 Patents, Licenses, Franchises and Formulas. Each of the
Company and its Subsidiaries own all the patents, trademarks, permits, service
marks, trade names, copyrights, licenses, franchises and formulas, or rights
with respect to the foregoing, and has obtained assignments of all leases and
other rights of whatever nature, necessary for the present conduct of its
business, without any known conflict with the rights of others which, or the
failure to obtain which, as the case may be, would result in a material adverse
effect on the business, property, assets, condition (financial or otherwise) or
prospects of the Company or of the Company and its Subsidiaries taken as a
whole.

                  7.22 Indebtedness. Schedule VI sets forth a true and complete
list of all Indebtedness (other than any Indebtedness representing trade
payables and accrued expenses) of the Company and each of its Subsidiaries
outstanding on the Restatement Effective Date and which is to remain outstanding
after the Restatement Effective Date (excluding Indebtedness between the Company
and one or more of its Subsidiaries or between Subsidiaries of the Company, in
each case permitted to remain outstanding pursuant to Section 9.04 (excluding
clause (ii) thereof), and excluding the Existing Notes, the Loans, the Letters
of Credit and any other Obligations, the "Existing Indebtedness"), in each case
showing the aggregate principal amount thereof (and the aggregate amount of any
undrawn commitments with respect thereto) and the name of the respective
borrower and any other entity which directly or indirectly guarantees such debt.

                  7.23 Restrictions on or Relating to Subsidiaries. There does
not exist any encumbrance or restriction on the ability of (a) any Subsidiary of
the Company to 


                                       42
<PAGE>


pay dividends or make any other distributions on its capital stock or any other
interest or participation in its profits owned by the Company or any Subsidiary
of the Company, or to pay any Indebtedness owed to the Company or a Subsidiary
of the Company, (b) any Subsidiary of the Company to make loans or advances to
the Company or any of the Company's Subsidiaries or (c) the Company or any of
its Subsidiaries to transfer any of its properties or assets to the Company or
any of its Subsidiaries, except for such encumbrances or restrictions existing
under or by reason of (i) applicable law, (ii) this Agreement or the other
Credit Documents, (iii) customary provisions restricting subletting or
assignment of any lease governing a leasehold interest of the Company or a
Subsidiary of the Company and (iv) as described in Schedule X.

                  7.24 Refinancing. At the time of the consummation of the
Refinancing, the Refinancing shall have been consummated in accordance with the
terms of the respective Refinancing Documents and all applicable laws. All
consents and approvals of, and filings and registrations with, and all other
actions in respect of, all governmental agencies, authorities or
instrumentalities and third parties required in order to consummate the
Refinancing, or otherwise required in connection with the Refinancing, shall
have been obtained, given, filed or taken and are or will be in full force and
effect. All actions pursuant to or in furtherance of the Refinancing have been
and will be taken in compliance with all applicable laws.

                  7.25 Debarment or Suspension. No event has occurred or
condition exists which could reasonably be expected to result in the debarment
or suspension of the Company or any of its Subsidiaries from any government
contracting.

                  7.26 Existing Senior Debentures. All Existing Senior
Debentures have been indefeasibly repaid in full and, accordingly, are no longer
entitled benefits of, or secured by, any of the Security Documents.

                  7.27 Case Management Subsidiary. Prior to the Restatement
Effective Date, the Case Management Subsidiary was established and (A) pursuant
to and in accordance with the terms of, the Coltec-Garrison Stock Purchase
Agreement, the Company purchased (a) 99,800 shares of common stock of the Case
Management Subsidiary for a price of $998,000 and (b) 1,300,000 shares of Class
A Stock of the Case Management Subsidiary for the purchase price of $13 million,
(B) pursuant to, and in accordance with the terms of, the Garrison-Garlock
Exchange Agreement, the Case Management Subsidiary assumed various Asbestos
Liabilities (as defined in the Garlock-Garrison Exchange Agreement) of Garlock,
acquired beneficial rights under certain Asbestos Policies (as defined in the
Garlock-Garrison Exchange Agreement) and agreed to manage, conduct the defense
of and administer certain claims relating to Asbestos Litigation (as defined in
the Garlock-Garrison Exchange Agreement) and issued to Garlock 100,000 shares of
common stock of the Case Management Subsidiary, in exchange for the transfer by
Garlock to the Case Management Subsidiary of (a) the Stemco Note, (b) all of the
outstanding capital stock of Anchor Packing, (c) certain furniture, fixtures and


                                       43
<PAGE>


equipment and (d) certain pleadings, documents, records, files and data relating
to the Asbestos Litigation referred to above and (C) the various other Case
Management Subsidiary Agreements were entered into. True and correct copies of
all of the Case Management Subsidiary Agreements, as in effect on the
Restatement Effective Date, have been delivered to the Administrative Agent.

                  7.28 Inactive Subsidiaries. On the Restatement Effective Date,
each of Holdings, Holley Automotive and Coltec Automotive is an Inactive
Subsidiary.

            Section 8. Affirmative Covenants. The Company covenants and agrees
that on and after the Restatement Effective Date and until the Total Commitment
and all Letters of Credit have terminated and the Loans, Notes and Unpaid
Drawings, together with interest, Fees and all other obligations incurred
hereunder and thereunder, are paid in full:

                  8.01 Information Covenants. The Company will furnish to each
Bank:

                  (a) Monthly Reports. Within 30 days after the end of each
fiscal month of the Company other than the last such month of any fiscal quarter
of the Company, a flash report as at the end of such month in substantially the
form attached hereto as Exhibit I.

                  (b) Quarterly Financial Statements. Within 45 days after the
close of the first three quarterly accounting periods in each fiscal year of the
Company, (i) the consolidated and consolidating balance sheets of the Company
and its Consolidated Subsidiaries as at the end of such quarterly period, (ii)
the related consolidated and consolidating statement of earnings for the elapsed
portion of the fiscal year ended with the last day of such quarterly period,
(iii) the related consolidated statement of earnings for such quarterly period
and (iv) the related consolidated statements of shareholders equity and cash
flows for the elapsed portion of the fiscal year ended with the last day of such
quarterly period, in each case with respect to the consolidated statements
setting forth comparative figures for the related periods in the prior fiscal
year, all of which shall be certified by the chief financial officer of the
Company, subject to normal year-end audit adjustments.

                  (c) Annual Financial Statements. Within 90 days after the
close of each fiscal year of the Company, (i) the consolidated and consolidating
balance sheets of the Company and its Consolidated Subsidiaries as at the end of
such fiscal year, (ii) the related consolidated and consolidating statements of
earnings for such fiscal year and (iii) the related consolidated statements of
shareholders equity and cash flows for such fiscal year, in each case with
respect to the consolidated statements setting forth comparative figures for the
preceding fiscal year and certified by the chief financial officer of the
Company and by independent certified public accountants of recognized national
standing 


                                       44
<PAGE>

reasonably acceptable to the Required Banks, together with an unqualified report

of such accounting firm and a letter stating that in the course of its regular
audit of the financial statements of the Company, which audit was conducted in
accordance with generally accepted auditing standards, such accounting firm
obtained no knowledge of any Default or Event of Default arising under Sections
9.04, 9.05 or 9.07 through 9.10, inclusive, in so far as such Sections relate to
accounting matters or require computations to be made which are ordinarily made
by accountants which has occurred and is continuing or, if in the opinion of
such accounting firm such a Default or Event of Default has occurred and is
continuing, a statement as to the nature thereof.

                  (d) Management Letters. Promptly after the Company's receipt
thereof, a copy of any "management letter" received by the Company from its
certified public accountants.

                  (e) Budgets. As soon as available and in any event within 45
days following the first day of each fiscal year of the Company, a budget
substantially in the form attached hereto as Exhibit J, accompanied by the
statement of the chief financial officer of the Company to the effect that, to
the best of his knowledge, the budget is a reasonable estimate for the period
covered thereby.

                  (f) Officer's Certificates. At the time of the delivery of the
Section 8.01(b) or (c) Financial Statements, a certificate of the chief
financial officer of the Company to the effect that, to the best of his
knowledge, no Default or Event of Default has occurred and is continuing or, if
any Default or Event of Default has occurred and is continuing, specifying the
nature and extent thereof, which certificate shall set forth the calculations
required to establish whether the Company was in compliance with the provisions
of Sections 3.03, 4.02, 9.03, 9.04, 9.05, 9.07, 9.08, 9.09, 9.10 and 9.11, at
the end of such fiscal period, and setting forth the calculations of the
Applicable Commitment Commission Percentage and the Applicable Margin for the
relevant Margin Adjustment Period.

                  (g) Notice of Default or Litigation, etc. Promptly, and in any
event within three Business Days after an officer (holding the office of Vice
President or higher) of the Company or any of its Subsidiaries or any Group
President of a division obtains knowledge thereof, notice of (i) the occurrence
of any event which constitutes a Default or Event of Default, (ii) any
litigation or governmental investigation or proceeding pending (x) against the
Company or any of the Subsidiaries which could reasonably be expected to
materially and adversely affect the business, property, assets, condition
(financial or otherwise) or prospects of the Company, any Material Subsidiary of
the Company or of the Company and its Subsidiaries taken as a whole, (y) with
respect to any material Indebtedness of the Company or any of its Subsidiaries
or (z) with respect to any Credit Document, (iii) any adverse judgment rendered
against the Company, or any of its Subsidiaries, which imposes punitive damages
or otherwise providing for a recovery of $2,000,000 or more which is not fully
covered by insurance and (iv) any other event which 


                                       45
<PAGE>

could reasonably be expected to materially and adversely affect the business,

property, assets, condition (financial or otherwise) or prospects of the Company
or of the Company and the Subsidiaries taken as a whole.

                  (h) Other Reports and Filings. Promptly, copies of all
financial information, proxy materials and other information and reports, if
any, which the Company or any of its Subsidiaries shall file with the Securities
and Exchange Commission or any successor thereto (other than any documents
incorporated by reference in any such filing) or deliver to holders of its
material Indebtedness pursuant to the terms of the documentation governing such
Indebtedness (other than any such information otherwise provided to the Banks
pursuant to this Section 8.01) (or any trustee, agent or other representative
therefor).

                  (i) Environmental Matters. Promptly upon, and in any event
within three Business Days after an officer of the Company or any of its
Subsidiaries obtains knowledge thereof, notice of one or more of the following
environmental matters: (i) any pending or threatened Environmental Claim against
the Company or any of its Subsidiaries or any Real Property owned or at any time
operated by the Company or any of its Subsidiaries; (ii) any condition or
occurrence on or arising from any Real Property owned or at any time operated by
the Company or any of its Subsidiaries that (a) results in material
noncompliance by the Company or any of its Subsidiaries with any applicable
Environmental Law, or (b) could reasonably be expected to form the basis of an
Environmental Claim against the Company or any of its Subsidiaries or any such
Real Property; (iii) any condition or occurrence on any Real Property owned or
at any time operated by the Company or any of its Subsidiaries that could
reasonably be expected to cause such Real Property to be subject to any
restrictions on the ownership, occupancy, use or transferability of such Real
Property under any Environmental Law; and (iv) the taking of any removal or
remedial action in response to the actual or alleged presence of any Hazardous
Material on any Real Property owned or at any time operated by the Company or
any of its Subsidiaries as required by any Environmental Law or any governmental
or other administrative agency. All such notices shall describe in reasonable
detail the nature of the claim, investigation, condition, occurrence or removal
or remedial action and the Company's or such Subsidiary's response thereto. In
addition, the Company will provide the Banks with copies of all communications
with any government or governmental agency relating to Environmental Laws, all
communications with any person relating to Environmental Claims, and such
detailed reports of any Environmental Claim as may reasonably be requested by
the Banks. Notwithstanding the foregoing, the Company will only be required to
provide the Banks with notice of or with copies of communications described in
the immediately preceding sentence which are not material on or prior to the
tenth day after the close of the fiscal quarter in which such communications
were received.

                  (j) Annual Meetings with Banks. Within 90 days after the close
of each fiscal year of the Company, the Company shall hold a meeting with
respect to which all of the Banks shall have received reasonable advance notice,
and to which all the 


                                       46
<PAGE>


Banks shall be invited to attend, at which meeting shall be reviewed the
financial results of the previous fiscal year and the financial condition of the
Company and the budgets presented for the current fiscal year of the Company.

                  (k) Outstanding Letters of Credit. At the time of the delivery
of the Section 8.01(b) or (c) Financial Statements, a summary of all outstanding
letters of credit issued for the account of the Company or any of its
Subsidiaries (including, without limitation, all Letters of Credit (including
Included Letters of Credit) issued or deemed issued hereunder), substantially in
the form attached hereto as Exhibit K.

                  (l) The Case Management Subsidiary will furnish to each Bank
within 90 days after the close of each of its fiscal years audited annual
financial statements for such fiscal year.

                  (m) Other Information. From time to time, such other
information or documents (financial or otherwise) as any Bank may reasonably
request.

                  8.02 Books, Records and Inspections. The Company will, and
will cause each of its Subsidiaries to, keep proper books of record and account
in which full, true and correct entries in conformity with United States
generally accepted accounting principles and all requirements of law shall be
made of all dealings and transactions in relation to its business and
activities. The Company will, and will cause each of its Subsidiaries to,
permit, upon reasonable notice to the Company or such Subsidiary, officers and
designated representatives of the Agents or any Bank to visit and inspect, under
guidance of officers of the Company or such Subsidiary, any of the properties of
the Company or such Subsidiary, and to examine the books of account of the
Company or such Subsidiary and discuss the affairs, finances and accounts of the
Company or such Subsidiary with, and be advised as to the same by, its and their
officers, all at such reasonable times and intervals and to such reasonable
extent as the Agents or any Bank may request.

                  8.03 Maintenance of Property, Insurance. Schedule VII sets
forth a true and complete listing of all insurance maintained by the Company and
its Subsidiaries as of the Restatement Effective Date. The Company will, and
will cause each of its Subsidiaries to, (i) keep all property useful and
necessary in its business in good working order and condition, ordinary wear and
tear excepted, (ii) maintain with financially sound and reputable insurance
companies insurance on all its property in at least such amounts and against at
least such risks as is consistent and in accordance with industry practice for
companies similarly situated, and (iii) furnish to each Bank, upon written
request, full information as to the insurance carried. At any time that
insurance at levels described in Schedule VII is not being maintained by the
Company or any Subsidiary of the Company, the Company will notify the Banks in
writing within two Business Days thereof and, if thereafter notified by the
Required Banks to do so, the Company or any such Subsidiary, as the case may be,
shall obtain insurance at such levels at least equal to those set forth on


                                       47
<PAGE>


Schedule VII to the extent then generally available. The provisions of this
Section 8.03 shall be deemed to be supplemental to, but not duplicative of, the
provisions of any of the Security Documents that require the maintenance of
insurance.

                  8.04 Corporate Franchises. The Company will, and will cause
each of its Subsidiaries to, do or cause to be done, all things necessary to
preserve and keep in full force and effect its existence, and all rights,
franchises, licenses and patents which are material to the Company or the
Company and its Subsidiaries taken as a whole; provided, however, that nothing
in this Section 8.04 shall prevent (i) Immaterial Dissolutions, (ii) the
withdrawal by the Company or any of its Subsidiaries of its qualification as a
foreign corporation in any jurisdiction where such withdrawal could not
reasonably be expected to have a material adverse effect on the business,
operations, property, assets, condition (financial or otherwise) or prospects of
the Company or of the Company and its Subsidiaries taken as a whole or (iii) the
termination, lapse or non-renewal by the Company or any of its Subsidiaries of
any of their respective rights, franchises, licenses or patents, so long as the
respective termination, lapse or non-renewal could not reasonably be expected to
have a material adverse effect on the business, operations, property, assets,
condition (financial or otherwise) or prospects of the Company or the Company
and its Subsidiaries taken as a whole.

                  8.05 Compliance with Statutes, etc. The Company will, and will
cause each of its Subsidiaries to, comply with all applicable statutes,
regulations and orders of, and all applicable restrictions imposed by, all
governmental bodies, domestic or foreign, in respect of the conduct of its
business and the ownership of its property, except such noncompliances as could
not, individually or in the aggregate, reasonably be expected to have a material
adverse effect on the business, property, assets, condition (financial or
otherwise) or prospects of the Company or of the Company and its Subsidiaries
taken as a whole.

                  8.06 Compliance with Environmental Laws. (a) The Company will
comply, and will cause each of its Subsidiaries to comply, in all material
respects, with all Environmental Laws applicable to ownership or use of the Real
Property, will promptly pay or cause to be paid all costs and expenses incurred
in connection with such compliance, and will keep or cause to be kept all such
Real Properties free and clear of any Liens imposed pursuant to such
Environmental Laws. Neither the Company nor any of its Subsidiaries will
generate, use, treat, store, release or dispose of, or permit the generation,
use, treatment, storage, release or disposal of, Hazardous Materials on any Real
Property owned, leased or operated by the Company or any of its Subsidiaries, or
transport or permit the transportation of Hazardous Materials to or from such
Real Property except in compliance with all applicable Environmental Laws and
required in connection with the business or operations of the Company, or the
operation, use and maintenance of such Real Property. The Company and its
Subsidiaries shall not dispose of any Hazardous Materials offsite except in
compliance with all applicable Environmental Laws.


                                       48
<PAGE>


                  (b) At the written request of the Administrative Agent or the
Required Banks, which request shall specify in reasonable detail the basis
therefor, at any time but no more often than one time per year for any Real
Property, the Company will provide, at the Company's sole cost and expense, an
environmental site assessment report concerning any Real Property, owned,
operated or leased by the Company or any of its Subsidiaries, prepared by an
environmental consulting firm approved by the Administrative Agent or the
Required Banks, as the case may be, which approval shall not be unreasonably
withheld, indicating the presence or absence of Hazardous Materials and the
potential cost of any removal, remedial or corrective action in connection with
any such Hazardous Materials on such Real Property; provided, however, no such
request may be made unless the Administrative Agent or the Required Banks
reasonably believe that (i) the Company or any of its Subsidiaries is in
material non-compliance with any Environmental Law or (ii) a Default or Event of
Default is in existence. If the Company fails to provide the same sixty (60)
days after such request was made, the Administrative Agent may order the same,
and the Company shall grant and hereby grants to the Administrative Agent and
the Banks and their agents access to such Real Property and specifically grants
to the Administrative Agent and the Banks an irrevocable non-exclusive license,
subject to the rights of tenants, to undertake such an assessment all at the
Company expense.

                  8.07 ERISA. As soon as possible and, in any event, within 15
days after the Company or any Subsidiary of the Company or any ERISA Affiliate
knows or has reason to know of the occurrence of any of the following, the
Company will deliver to each of the Banks a certificate of the chief financial
officer of the Company setting forth details as to such occurrence and such
action, if any, which the Company, such Subsidiary or such ERISA Affiliate is
required or proposes to take, together with any notices required or proposed to
be given to or filed with or by the Company, the Subsidiary, the ERISA
Affiliate, the PBGC, a Plan participant or the Plan administrator with respect
thereto, except that with respect to the PBGC and Plan participants, only
notices that are within the possession of the Company, such Subsidiary or such
ERISA Affiliate must be delivered: that a Reportable Event has occurred (except
that to the extent that the Company has previously delivered to the Banks a
certificate and notices (if any) concerning such event pursuant to the next
clause hereof; that the requirements of subsection (1) of Section 4043(b) of
ERISA (without regard to subsection (2) of such section) have been met with
respect to a contributing sponsor (as defined in Section 4001(a)(13) of ERISA)
of a Plan subject to Title IV of ERISA, and an event described in paragraph (9),
(10), (11), (12) or (13) of Section 4043(c) of ERISA is reasonably expected to
occur with respect to such Plan within the following 30 days; that an
accumulated funding deficiency has been incurred by a Pension Plan for a given
Plan year after the expiration of the period of time under Section 412(c)(10) of
the Code during which contributions to such Plan may be made for such year or an
application is likely to be or has been made in respect of such Pension Plan to
the Secretary of the Treasury for a waiver or modification of the minimum
funding standard (including any required installment payments) or an extension
of any 


                                       49
<PAGE>


amortization period under Section 412 of the Code with respect to a Pension
Plan; that a contribution (other than a quarterly contribution described in
Section 302(e) of ERISA or Section 412(m) of the Code) required to be made to a
Plan has not been timely made; that a Plan has been or is likely to be
terminated under Title IV of ERISA (other than pursuant to Section 4041(b) of
ERISA), reorganized, partitioned or declared insolvent under Title IV of ERISA;
that a Pension Plan has an Unfunded Current Liability giving rise to a lien
under ERISA or the Code; that proceedings under Title IV of ERISA are reasonably
likely to be or have been instituted to terminate or appoint a trustee to
administer a Plan; that a proceeding has been instituted pursuant to Section 515
of ERISA to collect a delinquent contribution to a Plan; that the Company, any
Subsidiary or any ERISA Affiliate will or is likely to incur any liability
(including any contingent or secondary liability) to or on account of the
termination of or withdrawal from a Plan under Section 4062, 4063, 4064, 4069,
4201, 4204 or 4212 of ERISA or with respect to a Plan under Section 401(a)(29),
4971 or 4975 of the Code or Section 409 or 502(i) or 502(l) of ERISA. If
requested by any Bank the Company will deliver to each Bank so requesting a
complete copy of the annual report (Form 5500) of each Plan required to be filed
with the Internal Revenue Service. In addition to any certificates or notices
delivered to the Banks pursuant to the first sentence hereof, copies of any
other material notices received by the Company or any Subsidiary or any ERISA
Affiliate from any government agency with respect to any Plan shall be delivered
to the Banks no later than 10 days after the date such notice has been received
by the Company or the Subsidiary or the ERISA Affiliate, as applicable.

                  8.08 End of Fiscal Years; Fiscal Quarters. The Company shall
cause (i) each of its, and each of its Subsidiaries', fiscal years and fourth
fiscal quarter to end on December 31, and (ii) each of its, and each of its
Subsidiaries', first three fiscal quarters to end on or within seven calendar
days of March 31, June 30 and September 30 determined in a manner consistent
with the past practices of the Company and its Subsidiaries.

                  8.09 Performance of Obligations. The Company will, and will
cause each of its Subsidiaries to, perform all of its obligations under the
terms of each mortgage, indenture, security agreement and other debt instrument
by which it is bound and each other agreement or contract to which it is a
party, except such non-performances as could not in the aggregate reasonably be
expected to have a material adverse effect on the business, property, assets,
condition (financial or otherwise) or prospects of the Company or of the Company
and its Subsidiaries taken as a whole.

                  8.10 Payment of Taxes. The Company will pay and discharge, and
will cause each of its Subsidiaries to pay and discharge, all material taxes,
assessments and governmental charges or levies imposed upon it or upon its
income or profits, or upon any properties belonging to it, on a timely basis,
and all lawful claims which, if unpaid, might become a lien or charge upon any
properties of the Company or any of its Subsidiaries; provided that neither the
Company nor any of its Subsidiaries shall be required to pay any such tax,
assessment, charge, levy or claim which is being contested in good faith 


                                       50
<PAGE>


and by appropriate proceedings or the taking of other proper actions if it has
maintained adequate reserves (in the good faith judgment of management of the
Company or the respective Subsidiary, as the case may be) with respect thereto
in accordance with generally accepted accounting principles.

                  8.11 Foreign Subsidiaries Security. If following a change in
the relevant sections of the Code or the regulations, rules, rulings, notices or
other official pronouncements issued or promulgated thereunder, counsel for the
Company acceptable to the Administrative Agent and the Required Banks does not
within 30 days after a request from the Administrative Agent or the Required
Banks deliver written opinions, in form and substance satisfactory to the
Administrative Agent and the Required Banks, with respect to any Foreign
Subsidiary that a pledge (x) of 66-2/3% or more of the total combined voting
power of all classes of capital stock of such Foreign Subsidiary entitled to
vote and (y) of any promissory note issued by such Foreign Subsidiary to the
Company or any Subsidiary Pledgor, in any such case would cause the
undistributed earnings of such Foreign Subsidiary as determined for Federal
income tax purposes to be treated as a deemed dividend to such Foreign
Subsidiary's United States parent for Federal income tax purposes, then in the
case of a failure to deliver the opinion described in clause (x) or (y) above,
that portion of such Foreign Subsidiary's outstanding capital stock or any
promissory notes so issued by such Foreign Subsidiary, as the case may be, to
the Company or any Subsidiary Pledgor, in each case not theretofore pledged
pursuant to a Pledge Agreement shall be pledged to the Collateral Agent for the
benefit of the Secured Creditors pursuant to the applicable Pledge Agreement (or
another pledge agreement in substantially similar form, if needed), with all
documents delivered pursuant to this Section 8.11 to be in form and substance
satisfactory to the Administrative Agent and the Required Banks.

                  8.12 Ownership of Subsidiaries. On and after the Restatement
Effective Date (but subject to Section 8.16 in the case of the Case Management
Subsidiary and its Subsidiary, Anchor Packing), each Subsidiary of the Company
shall be a Wholly-Owned Subsidiary of the Company other than (x) Garlock
Bearings Inc, Garlock de Mexico, S.A. de C.V., Garlock Pty Limited and Louis
Mulas Sucs, S.A. de C.V. and (y) Subsidiaries established or acquired (but in no
event pursuant to a Permitted Acquisition) after the Restatement Effective Date,
so long as the aggregate amount invested therein by the Company and its
Subsidiaries is permitted pursuant to Section 9.05.

                  8.13 Revised Forms 441S. Within ten Business Days after the
Restatement Effective Date, the Company shall have filed revised Forms 441S with
the Department of Defense as required by, and in accordance with, all applicable
law and following such filing, the Company shall not have received any notice or
other indication from the Department of Defense to the effect that any material
rights of the Company or any of its Subsidiaries with respect to classified
contracts of the government will be affected or impaired by the transactions
contemplated hereby.


                                       51
<PAGE>

                  8.14 Permitted Acquisitions. (a) Subject to the remaining
provisions of this Section 8.14 applicable thereto and the requirements

contained in the definition of Permitted Acquisition, the Company may from time
to time after the Restatement Effective Date effect Permitted Acquisitions, so
long as (x) with respect to each Permitted Acquisition, (A) the aggregate amount
of cash expended in connection with such Permitted Acquisition plus the
aggregate principal amount of Permitted Acquired Debt incurred or assumed in
connection therewith, shall not exceed $30,000,000 without the prior written
consent of the Required Banks, (B) the aggregate principal amount of Permitted
Acquired Debt from all Permitted Acquisitions incurred in any fiscal year of the
Company plus the aggregate amount of cash expended in such fiscal year to effect
Permitted Acquisitions shall not exceed $50,000,000; provided that the aggregate
limitation set forth in this clause (B) may be exceeded in any fiscal year by an
amount not to exceed the Additional Permitted Acquisition Amount for such fiscal
year if, and only if, at the time of the consummation of any Permitted
Acquisition pursuant to this proviso no Default or Event of Default then exists
and the Company's Leverage Ratio, as determined on the date of the consummation
of the respective Permitted Acquisition on a Pro Forma Basis is less than the
Leverage Ratio required to be maintained at such time pursuant to Section 9.10
by at least 0.25:1, and so long as a certificate of the chief financial officer
of the Company (showing the calculations required above in reasonable detail) is
furnished to the foregoing effect, (C) the aggregate principal amount of
outstanding Permitted Acquired Debt from all Permitted Acquisitions shall not
exceed the amount permitted to remain outstanding pursuant to Section
9.04(viii), (D) no Event of Default is in existence at the time of the
consummation of such Permitted Acquisition or would exist after giving effect
thereto and (E) the Company shall have given the Administrative Agent and the
Banks at least 10 days' prior notice of any Permitted Acquisition.

                  (b) The Company shall cause each Domestic Subsidiary which is
formed to effect, or is acquired pursuant to, a Permitted Acquisition to execute
and deliver, within 10 days after the respective Permitted Acquisition, the
Subsidiaries Guaranty or a substantially similar guaranty, in either case with
the documentation to be in form and substance satisfactory to the Administrative
Agent and if at any time requested by the Administrative Agent or Required
Banks, the Company shall cause the respective Domestic Subsidiary to enter into
such security documentation as may be required pursuant to Section 8.15(b).
Foreign Subsidiaries acquired or established pursuant to Permitted Acquisitions
shall not be required to enter into guaranties or additional security documents,
although the capital stock thereof owned by the Company and/or one or more
Subsidiary Pledgors shall be required to be pledged to the extent provided in
the respective Pledge Agreements.

                  (c) Notwithstanding anything to the contrary contained above,
no Permitted Acquisition may be effected unless (x) recalculations are made by
the Company of compliance with the covenants contained in Sections 9.08, 9.09
and 9.10 for the period of four consecutive fiscal quarters most recently ended
prior to the date of such Permitted Acquisition, on a Pro Forma Basis as if the
respective Permitted Acquisition had 


                                       52
<PAGE>

occurred on the first day of such period, and such recalculations shall show
that all such covenants would have been complied with if the Permitted

Acquisition had occurred on the first day of such period, (y) the Company in
good faith believes, based on calculations made by the Company, on a pro forma
basis after giving effect to the respective Permitted Acquisition, that the
financial covenants contained in Sections 9.08, 9.09 and 9.10 will continue to
be met for the one year period following the date of the consummation of the
respective Permitted Acquisition, and (z) prior to the consummation of the
respective Permitted Acquisition, the Company shall furnish the Administrative
Agent and the Banks with an officer's certificate executed by the chief
financial officer of the Company, certifying to the best of his knowledge as to
compliance with the requirements of preceding clauses (x) and (y) and containing
the pro forma calculations required by preceding clauses (x) and (y). The
consummation of each Permitted Acquisition shall be deemed to be a
representation and warranty by the Company that all conditions thereto have been
satisfied and that same is permitted in accordance with the terms of this
Agreement, which representation and warranty shall be deemed to be a
representation and warranty for all purposes hereunder, including, without
limitation, Sections 6 and 10.

                  8.15 Additional Security; Further Assurances. (a) The Company
shall, and agrees to cause each of its applicable Domestic Subsidiaries to,
grant to the Collateral Agent, for the benefit of the Secured Creditors, upon
the request of the Required Banks, security interests in such Real Property
acquired or, in the opinion of the Required Banks, substantially improved, after
the Restatement Effective Date and not already constituting Collateral pursuant
to the Mortgages or pursuant to Additional Mortgages theretofore executed and
delivered pursuant to this Section 8.15 as may be requested from time to time by
the Required Banks (except that security interests shall not be required to be
granted with respect to Real Property located in New York) and to take, or cause
such Domestic Subsidiary to take, all actions requested by the Required Banks
(including, without limitation, the filing of UCC-1's and the obtaining of
Mortgage Policies and title surveys) in connection with the granting of such
security interests.

                  (b) The Company further agrees to cause each Domestic
Subsidiary acquired or established by it pursuant to a Permitted Acquisition to
grant to the Collateral Agent, for the benefit of the Secured Creditors, upon
the request of the Administrative Agent or the Required Banks, security
interests in such property of such Domestic Subsidiaries (whether real, personal
or otherwise, except that such Domestic Subsidiary shall not be required to
execute or deliver Additional Mortgages with respect to Real Property located in
New York), as may be requested by the Administrative Agent or the Required Banks
and to take, or cause such Subsidiary to take, all actions requested by the
Administrative Agent or the Required Banks (including, without limitation, the
obtaining of UCC-11's, the filing of UCC-1's and the obtaining of Mortgage
Policies and title surveys) in connection with the granting of such security
interests.

                  (c) All security interests required to be granted pursuant to
this Section 8.15 shall be granted pursuant to such security documentation
(which shall be 


                                       53
<PAGE>


substantially similar to the analogous Security Documents already executed and
delivered by other Subsidiaries) satisfactory in form and substance to the
Administrative Agent and shall (except as otherwise consented to by the Required
Banks) constitute valid and enforceable perfected security interests prior to
the rights of all third Persons (other than the holders of Permitted Liens) and
subject to no Liens except Permitted Liens. The Additional Security Documents
and other instruments related thereto shall be duly recorded or filed in such
manner and in such places as are required by law to establish, perfect, preserve
and protect the Liens, in favor of the Collateral Agent for the benefit of the
respective Secured Creditors, required to be granted pursuant to the respective
Additional Security Documents and all taxes, fees and other charges payable in
connection therewith shall be paid in full by the Company. At the time of the
execution and delivery of the Additional Security Documents, the Company shall
cause to be delivered to the Collateral Agent such opinions of counsel, Mortgage
Policies, surveys and other related documents as may be reasonably requested by
the Collateral Agent or the Required Banks to assure themselves that this
Section 8.15 has been complied with.

                  (d) The Company agrees that each action required by Section
8.15(a), (b) or (c) with respect to the Additional Collateral shall be completed
as soon as possible but in no event later than 30 days after such action is
requested to be taken by the Administrative Agent or the Required Banks, as the
case may be.

                  (e) In the event that the Administrative Agent or the Required
Banks at any time after the Restatement Effective Date determine in their sole
discretion (whether as a result of a position taken by an applicable bank
regulatory agency or official, or otherwise) that real estate appraisals
satisfying the requirements set forth in 12 C.F.R., Part 34-Subpart C, or any
successor or similar statute, rule, regulation, guideline or order (any such
appraisal a "Required Appraisal") are or were required to be obtained, or should
be obtained, in connection with any Mortgaged Property or Mortgaged Properties,
then, within 60 days after receiving written notice thereof from the
Administrative Agent or the Required Banks, as the case may be, the Company
shall cause such Required Appraisal to be delivered, at the expense of the
Company, to the Agents which Required Appraisal, and the respective appraiser,
shall be satisfactory to the Administrative Agent.

                  (f) In the event that at any time after the Restatement
Effective Date, any of Holdings, Holley Automotive or Coltec Automotive shall
cease to constitute an Inactive Subsidiary, the Company shall cause Holdings,
Holley Automotive or Coltec Automotive, as the case may be, to become a party to
each of the Subsidiaries Guaranty, the Subsidiaries Pledge Agreement and the
Subsidiaries Security Agreement.

                  (g) In the event that the Farnam Disposition shall not have
been effected by March 31, 1997, the Company shall cause Farnam Sealing Systems
Inc to become a party to each of the Subsidiaries Guaranty, the Subsidiaries
Pledge Agreement and the Subsidiaries Security Agreement.


                                       54
<PAGE>


                  8.16 Case Management Subsidiary. The Case Management
subsidiary was established before the Restatement Effective Date, as described
in Section 7.27. After the Restatement Effective Date, the Case Management
Subsidiary shall manage and attempt to contain certain asbestos-related
liabilities of the Company, Garlock and Anchor Packing, and shall engage in no
other business or activities except as reasonably relating thereto. At any time
and from time to time on or after the Restatement Effective Date, the Company
and/or Garlock shall be permitted to sell common stock of the Case Management
Subsidiary owned by it to third party investors (which may include the
management of the Case Management Subsidiary) for an amount equal to its fair
market value (as determined in good faith by the Company or Garlock, as the case
may be); provided that (x) at no time shall the equity interests in the Case
Management Subsidiary not directly or indirectly owned by the Company and its
Wholly-Owned Subsidiaries exceed 13.4% of the entire equity interests in the
Case Management Subsidiary and (y) equity interests may only be sold in the Case
Management Subsidiary if the Company and/or Garlock retains "call" rights with
respect to the equity interests so sold, with the effect of such call rights
required to be that the Company and/or Garlock, as the case may be, shall be
able to repurchase all common stock of the Case Management Subsidiary ever sold
to third party investors as contemplated above for an aggregate purchase price
for all stock so sold which in no event shall exceed the Maximum Repayment
Amount. The Banks hereby agree that neither the Case Management Subsidiary nor
Anchor Packing shall be, at any time on or after the Restatement Effective Date,
party to (or required to be party to) any Guaranty or Security Document as
otherwise provided in this Agreement. Notwithstanding the foregoing, all capital
stock of the Case Management Subsidiary from time to time owned by the Company
or any Subsidiary Pledgor, and any promissory note payable by the Case
Management Subsidiary to any Subsidiary Pledgor (including without limitation
the promissory note of the Case Management Subsidiary delivered pursuant to the
Garlock-Garrison Line of Credit Letter) shall be required to be pledged in
accordance with the relevant provisions of the Pledge Agreement. The Company
further covenants and agrees to take all actions so that no promissory note ever
transferred to the Case Management Subsidiary by the Company or any of its
Subsidiaries (including without limitation the Stemco Note and the promissory
note of Garlock delivered pursuant to the Garlock-Garrison Line of Credit
Letter) is ever transferred by the Case Management Subsidiary to any other
Person (excluding, however, any transfer of any such Promissory Note to the
Company or the respective Subsidiary of the Company which was the obligor
thereon, at which time the respective promissory note shall be cancelled.)

     Section 9. Negative Covenants. The Company hereby covenants that on and
after the Restatement Effective Date and until the Total Commitments and all
Letters of Credit have terminated and the Loans, Notes and Unpaid Drawings,
together with interest, Fees and all other Obligations incurred hereunder and
thereunder, are paid in full:


                                       55
<PAGE>

                  9.01 Liens. The Company will not, and will not permit any of
its Subsidiaries to, create, incur, assume or suffer to exist any Lien upon or
with respect to any property or assets (real or personal, tangible or

intangible) of the Company or any of its Subsidiaries, whether now owned or
hereafter acquired, or sell any such property or assets subject to an
understanding or agreement, contingent or otherwise, to repurchase such property
or assets (including sales of accounts receivable with recourse to the Company
or any of its Subsidiaries), or assign any right to receive income or permit the
filing of any financing statement under the UCC or any other similar notice of
Lien under any similar recording or notice statute; provided that the provisions
of this Section 9.01 shall not prevent the creation, incurrence, assumption or
existence of the following (liens described below are herein referred to as
"Permitted Liens"):

                  (i) inchoate Liens for taxes, assessments and governmental
            charges or claims not yet due or being contested in good faith and
            by appropriate proceedings for which adequate reserves have been
            established in accordance with United States generally accepted
            accounting principles;

                  (ii) Liens in respect of property or assets of the Company or
            any of its Subsidiaries imposed by law, which were incurred in the
            ordinary course of business and do not secure Indebtedness for
            borrowed money, such as landlords', carriers', warehousemen's,
            materialmen's and mechanics' liens and other similar Liens arising
            in the ordinary course of business, and which Liens or the
            obligations secured thereby are not overdue for a period of more
            than 60 days or are being contested in good faith by appropriate
            proceedings, which proceedings have the effect of preventing the
            forfeiture or sale of the property or assets subject to any such
            Lien;

                  (iii) Liens in existence on the Restatement Effective Date
            which are listed, and the property subject thereto described, in
            Schedule VIII;

                  (iv) Permitted Encumbrances;

                  (v) Liens created by or pursuant to this Agreement (including,
            without limitation, in connection with Trade Letters of Credit) or
            the other Credit Documents;

                  (vi) Liens placed upon equipment or machinery used in the
            ordinary course of the business of the Company or any of its
            Subsidiaries at the time of acquisition thereof by the Company or
            any such Subsidiary to secure Indebtedness incurred to pay all or a
            portion of the purchase price thereof, provided that (x) the
            aggregate principal amount of all Indebtedness secured by Liens
            permitted by this clause (vi) does not exceed at any one time
            outstanding $30,000,000 and (y) in all events, the Lien encumbering


                                       56
<PAGE>

            the equipment or machinery so acquired does not encumber any other
            asset of the Company or any such Subsidiary;


                  (vii) leases or subleases granted to other Persons in the
            ordinary course of business and not materially interfering with the
            conduct of the business of Company or any of its Subsidiaries, to
            the extent permitted by Section 9.02(xiv);

                  (viii) Liens upon assets subject to Capitalized Lease
            Obligations to the extent permitted by Section 9.07, provided that
            the amount of such Capitalized Lease Obligations incurred in any one
            fiscal year shall not exceed $25,000,000, and provided that such
            Liens only serve to secure the payment of Indebtedness arising under
            such Capitalized Lease Obligation and the Lien encumbering the asset
            giving rise to the Capitalized Lease Obligation does not encumber
            any other asset of a Credit Party or any Subsidiary of a Credit
            Party;

                  (ix) easements, rights-of-way, restrictions, encroachments and
            other similar charges or encumbrances arising in the ordinary course
            of business and not materially interfering with the conduct of the
            business of the Company or any of its Subsidiaries;

                  (x) Liens arising from precautionary UCC financing statement
            filings regarding operating leases;

                  (xi) Liens (other than any Lien imposed by ERISA) incurred or
            deposits made in the ordinary course of business in connection with
            (x) workers' compensation, unemployment insurance and other types of
            social security or (y) to secure the performance of tenders,
            statutory obligations, surety and appeal bonds, bids, leases,
            government contracts, performance and return-of-money bonds and
            other similar obligations incurred in the ordinary course of
            business; provided that the aggregate amount of cash and fair market
            value of other property encumbered by Liens described in clause (y)
            hereof, at any time in existence shall not exceed $100,000,000 in
            the aggregate;

                  (xii) Liens on property or assets of any Subsidiary (but not
            on the capital stock of such Subsidiary) acquired pursuant to, or
            newly formed by the Company in order to make, a Permitted
            Acquisition and securing Permitted Acquired Debt relating thereto;
            provided that such Lien does not encumber any assets or properties
            of the Company or any Subsidiary other than the assets and
            properties of such Subsidiary acquired pursuant to the Permitted
            Acquisition;


                                       57
<PAGE>

                  (xiii) Liens in favor of customs and revenue authorities
            arising as a matter of law to secure payment of custom's duties in
            connection with the importation of goods;

                  (xiv) Liens encumbering property or assets of the Company or

            any of its Subsidiaries under construction which arose in the
            ordinary course of business from progress or partial payments by a
            customer of the Company or any of its Subsidiaries relating to such
            property or assets so long as such Liens do not attach to any
            property or assets of the Company or any of its Subsidiaries other
            than such property or assets under construction;

                  (xv) Liens arising out of conditional sale, title retention,
            consignment or similar arrangements for the sale of goods entered
            into by the Company or any of its Subsidiaries in the ordinary
            course of business in accordance with the past practices of the
            Company and its Subsidiaries prior to the Restatement Effective
            Date;

                  (xvi) purchase money Liens securing trade payables to the
            extent such Liens arise in the ordinary course of business of the
            Company and its Subsidiaries consistent with past practices and the
            respective trade payables do not constitute Indebtedness (determined
            without regard to clause (iii) of the definition of Indebtedness to
            the extent the Liens relating thereto are only those described in
            this clause (xvi));

                  (xvii) Liens on accounts receivable of the Company and its
            Subsidiaries in connection with a Permitted Receivables Transaction;

                  (xviii) any Lien arising from judgments or decrees in
            circumstances not constituting any Event of Default under Section
            10.09;

                  (xix) any interest or title of a lessor or sublessor and any
            restriction or encumbrance to which the interest or title of such
            lessor or sublessor may be subject;

                  (xx) Liens in favor of issuers of documentary Non-Facility
            Letters of Credit on documents and goods covered thereby;

                  (xxi) Indebtedness of Foreign Subsidiaries permitted to be
            incurred and remain outstanding pursuant to Section 9.04 may be
            secured by assets of Foreign Subsidiaries; and

                  (xxii) Liens not otherwise permitted by the foregoing clauses
            (i) through (xxi) securing any Indebtedness of the Company and/or
            its Subsidiaries permitted under Section 9.04, provided that the
            aggregate principal amount of Indebtedness on a consolidated basis
            secured by Liens 


                                       58
<PAGE>

            permitted by this clause (xxii) shall not exceed $20,000,000 at any
            time outstanding.

                  9.02 Consolidation, Merger, Purchase or Sale of Assets, etc.

The Company will not, and will not permit any of its Subsidiaries to, wind up,
liquidate or dissolve its affairs or enter into any transaction of merger or
consolidation, or convey, sell, lease or otherwise dispose of (or agree to do
any of the foregoing at any future time) all or any part of its property or
assets, or enter into any partnerships, joint ventures or sale-leaseback
transactions, or purchase or otherwise acquire (in one or a series of related
transactions) any part of the property or assets (other than purchases or other
acquisitions of inventory, materials and equipment in the ordinary course of
business) of any Person, except that:

                  (i) Capital Expenditures by the Company and its Subsidiaries
            shall be permitted to the extent not in violation of Section 9.07;

                  (ii) each of the Company and its Subsidiaries may, in the
            ordinary course of business, sell, lease or otherwise dispose of any
            assets which, in the reasonable judgment of such Person, have become
            uneconomic, obsolete or worn out;

                  (iii) investments may be made to the extent permitted by
            Section 9.05;

                  (iv) each of the Company and its Subsidiaries may lease (as
            lessee) real or personal property in the ordinary course of business
            in accordance with the past practices of the Company and its
            Subsidiaries prior to the Restatement Effective Date (so long as
            such lease does not create Capitalized Lease Obligations);

                  (v) each of the Company and its Subsidiaries may make sales of
            inventory in the ordinary course of business;

                  (vi) the Company or any of its Subsidiaries shall be permitted
            to sell property and assets not otherwise permitted to be sold
            pursuant to another clause of this Section 9.02, so long as (A) each
            such sale is for fair market value (as determined in good faith by,
            in the case of any such sale for less than $2,000,000, the Company
            and, in the case of all other sales, the Board of Directors of the
            Company), (B) each such sale results in consideration consisting of
            cash; provided that in each fiscal year of the Company, up to an
            aggregate amount of $10,000,000 of such consideration may be
            evidenced by one or more promissory note(s) which have been duly
            pledged pursuant to the applicable Pledge Agreement (if the
            respective seller is party to a Pledge Agreement), (C) the Net Sale
            Proceeds therefrom 


                                       59
<PAGE>

            are applied in accordance with, and to the extent required by,
            Section 3.03(e), and (D) sales of capital stock of Subsidiaries of
            the Company shall not be permitted unless (i) no Indebtedness is
            owed to, or by, such Subsidiary or any of its Subsidiaries by or
            from, as the case may be, the Company or any other Subsidiary of the
            Company, (ii) all capital stock of such Subsidiary and any of its

            Subsidiaries owned by the Company or any of its other Subsidiaries
            shall be sold as a result of such sale and (iii) the respective
            Subsidiary whose capital stock is being sold is not a Material
            Subsidiary before giving effect to such sale;

                  (vii) the Company may make Permitted Acquisitions in
            accordance with the requirements of Section 8.14;

                  (viii) Immaterial Dissolutions shall be permitted;

                  (ix) any Wholly-Owned Subsidiary of the Company which owns all
            of the stock of another Subsidiary of the Company may transfer all
            of the stock of such Subsidiary to the Company or any other
            Wholly-Owned Subsidiary of the Company; provided that in each case
            (x) the Administrative Agent consents to such transfer and the
            manner of effecting such transfer, (y) all actions which in the
            opinion of the Collateral Agent are necessary or desirable to
            maintain the perfection and priority of the security interest of the
            Collateral Agent in the stock to be transferred are effected
            simultaneously with such transfer and (z) for purposes of this
            clause (ix), Garlock, Stemco the Case Management Subsidiary and its
            Subsidiaries shall be deemed not to be Wholly-Owned Subsidiaries of
            the Company.

                  (x) the Permitted Receivables Transaction shall be permitted;

                  (xi) each of the Company and its Subsidiaries may terminate
            any lease of real or personal property to which it is a party as
            lessee or lessor;

                  (xii) any Wholly-Owned Subsidiary of the Company may be merged
            or consolidated with or into, or be liquidated into, the Company or
            any other Wholly-Owned Subsidiary of the Company, or all or any part
            of its business, properties and assets may be conveyed, leased,
            sold, or otherwise transferred to the Company or any other
            Wholly-Owned Subsidiary of the Company; provided that (t) each of
            Garlock, Stemco, the Case Management Subsidiary and each Subsidiary
            of the Case Management Subsidiary shall be deemed not to constitute
            Wholly-Owned Subsidiaries of the Company for purposes of this clause
            (xii), (u) no Default or Event of Default exists or would exist
            after giving effect thereto, (v) no Foreign Subsidiary may be the
            surviving corporation of any such merger or consolidation (other
            than a merger or consolidation with another Foreign 


                                       60
<PAGE>

            Subsidiary), (w) no businesses, properties or assets may be
            transferred to Foreign Subsidiaries (other than a transfer by
            another Foreign Subsidiary to a Foreign Subsidiary), (x) in the case
            of the merger or consolidation of any Wholly-Owned Subsidiary with
            and into the Company, the Company shall be the surviving
            corporation, (y) neither party to any such merger or consolidation

            shall have material contingent liabilities (as determined in good
            faith by management of the Company prior to the effectiveness of
            such merger or consolidation) other than under this Agreement and
            the other Credit Documents and (z) all actions taken to effect same
            shall be reasonably satisfactory to the Administrative Agent and the
            Administrative Agent shall have received a certificate signed by the
            president or any vice president of the Company certifying copies of
            any documentation prepared in connection therewith and such
            documentation shall be satisfactory in form and substance to the
            Administrative Agent;

                  (xiii) dispositions of assets pursuant to involuntary takings
            or confiscations by any governmental authority or agency through the
            exercise of eminent domain or otherwise shall be permitted;

                  (xiv) the Company and its Subsidiaries may enter into leases
            or subleases (as lessor) of real or personal property so long as (i)
            each such lease or sublease is for fair market value (as reasonably
            determined by the management of the Company), (ii) has a term of not
            more than ten years and (iii) the aggregate amount of lease payments
            under all such leases or subleases is not in excess of $10,000,000
            per year;

                  (xv) the Company and its Subsidiaries may license patents,
            trademarks, copyrights and know-how to any Person, so long as each
            such license is for fair market value (as reasonably determined by
            the management of the Company);

                  (xvi) so long as there shall exist no Default or Event of
            Default (both before and after giving effect thereto), to the extent
            not otherwise permitted under clause (xv) above, the Company and its
            Subsidiaries may share with any Person the right to use patents,
            trademarks, copyrights and know-how in the ordinary course of
            business and so long as the Company and its Subsidiaries retain and
            protect the right to use all or any portion of such patents,
            trademarks, copyrights and know-how to the extent necessary to the
            conduct of their business (as determined in good faith by management
            of the Company);

                  (xvii) the Company shall be permitted to establish the Case
            Management Subsidiary in accordance with the requirements of
            Sections 7.27 and 8.16 and, in connection therewith, may take all
            the actions 


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<PAGE>

            expressly permitted by (or in the case of Section 7.27, described
            in) said Sections and the last sentence of Section 9.03;

                  (xviii) the Company or its respective Subsidiary which owns
            same may sell minority positions in the stock of one or more Foreign
            Subsidiaries which are not Material Subsidiaries before giving

            effect to the respective such sale, in each case so long as (i) the
            Company reasonably determines that such sale is in its best
            interests, (ii) the Net Sale Proceeds from all sales pursuant to
            this clause (xviii) do not exceed $12,500,000 in any fiscal year of
            the Company and (iii) no stock or equity interest in any Foreign
            Subsidiary shall be sold if the fair market value (as reasonably
            determined by the Company) of the consolidated assets of all Foreign
            Subsidiaries with respect to which sales of equity interests
            pursuant to this clause (xviii) have been effected in any fiscal
            year would exceed $40,000,000; and

                  (xix) at any time on or prior to March 31, 1997, the Farnam
            Disposition may be effected so long as (x) the total sale price is
            at least $15,000,000, of which at least 75% will be paid in cash at
            closing.

In the event the Required Banks waive the provisions of this Section 9.02 with
respect to the sale of any Collateral, or any Collateral is sold (other than to
the Company or a Subsidiary of the Company) as permitted by this Section 9.02,
such Collateral shall be sold free and clear of the Liens created by the
Security Documents, in each case, to the extent provided in the Security
Documents entered into with respect to such Collateral, and to the extent
provided in such Security Documents, the Administrative Agent and Collateral
Agent shall be authorized to take any actions deemed appropriate in order to
effect the foregoing.

                  9.03 Dividends. The Company shall not, and shall not permit
any of its Subsidiaries to, authorize, declare or pay any Dividends with respect
to the Company or any of its Subsidiaries, except that (i) any Subsidiary may
pay Dividends to the Company or any Wholly-Owned Subsidiary of the Company, (ii)
so long as there shall exist no Default or Event of Default (both before and
after giving effect to the payment thereof), any Subsidiary of the Company which
is not a Wholly-Owned Subsidiary and is not the Case Management Subsidiary may
pay cash dividends in respect of its capital stock so long as such dividends are
paid to all shareholders pro rata based upon their proportionate equity
interests in such Subsidiary at the time in question in accordance with the
corporate and other charter documents governing such Subsidiary, (iii) so long
as there shall exist no Default or Event of Default (both before and after
giving effect to the payment thereof), (A) the Company shall be permitted to
purchase shares of Company Common Stock and (B) after the last day of any fiscal
quarter and at any time during the immediately succeeding fiscal quarter, the
Company may pay cash dividends to all holders of Company Common Stock on a pro
rata basis; provided that the sum of the aggregate amount expended by the
Company pursuant to clauses (A) and (B) (collectively, the 


                                       62
<PAGE>

"Restricted Payments") shall not exceed the Permitted Use Amount in any one
fiscal year of the Company and (iv) so long as there shall exist no Default of
Event of Default (both before and after giving effect to the payment thereof),
and in addition to the purchases permitted pursuant to the preceding provisions
of this Section 9.03, the Company shall be permitted to purchase, during the

period from the Restatement Effective Date through June 17, 1997, shares of
Company common stock so long as the aggregate amount spent in connection with
purchases pursuant to this clause (iv) does not exceed either (x) $50 million or
(y) when aggregated with all purchases made prior to the Restatement Effective
Date pursuant to Section 9.03(iv) of the Original Credit Agreement, $93 million.
Notwithstanding anything to the contrary contained in this Section 9.03 or
elsewhere in this Agreement, after the sale of equity interests in the Case
Management Subsidiary to one or more third party investors as provided in said
Section 8.16, the Case Management Subsidiary (and/or the Company and/or Garlock)
may enter into certain "put" and/or "call" arrangements with respect to its
equity (not in excess of 13.4% of its entire equity) sold to third party
investors as contemplated by Section 8.16, so long as (x) no such arrangements
shall require any payment by the Case Management Subsidiary prior to September
13, 2001 and (y) the aggregate payments made pursuant to all such "put" and/or
"call" arrangements shall in no event exceed the Maximum Repayment Amount.

                  9.04 Indebtedness. The Company will not, and the Company will
not permit any of its Subsidiaries to, contract, create, incur, assume or suffer
to exist any Indebtedness, except:

                  (i) Indebtedness incurred pursuant to this Agreement and the
            other Credit Documents;

                  (ii) Indebtedness existing on the Restatement Effective Date
            shall be permitted to the extent the same is listed on Schedule VI
            (excluding Indebtedness outstanding pursuant to the Garlock-Garrison
            Line of Credit Letter); provided that (i) no refinancing or renewals
            of such Indebtedness shall be permitted unless such refinancing or
            renewal is of Existing Indebtedness owed to third parties and is on
            substantially the same terms and conditions as in effect for the
            respective issue on the Restatement Effective Date, and (ii) any
            refinancing or renewal shall not be in excess of the respective
            amounts set forth on Schedule VI;

                  (iii) accrued expenses;

                  (iv) Indebtedness in amounts, and subject to Liens, permitted
            under Section 9.01(vi) and (viii);

                  (v) Indebtedness under any Interest Rate Protection or Other
            Hedging Agreements;


                                       63
<PAGE>

                  (vi) Indebtedness of the Company and its Subsidiaries as
            permitted by Section 9.05;

                  (vii) Indebtedness consisting of, without duplication,
            Non-Facility Letters of Credit and reimbursement obligations with
            respect thereto, so long as the aggregate amount thereof at any time
            outstanding does not exceed, when added to the Letter of Credit
            Outstandings at such time, $125,000,000;


                  (viii) Permitted Acquired Debt (in each case, so long as the
            only obligor with respect thereto is the respective Subsidiary whose
            capital stock is acquired pursuant to, or which is formed to effect,
            the respective Permitted Acquisition) in an aggregate amount
            outstanding for all such Subsidiaries at any one time not to exceed
            $100,000,000;

                  (ix) Indebtedness of Foreign Subsidiaries of the Company in an
            aggregate amount outstanding at any one time not to exceed
            $100,000,000;

                  (x) Indebtedness of the Company not otherwise permitted by
            this Section 9.04 ("Additional Indebtedness") in an aggregate amount
            not to exceed $100,000,000 at any one time outstanding, provided
            that (i) no Default or Event of Default exists or would exist both
            before and immediately after giving effect to the incurrence of such
            Indebtedness, (ii) immediately after giving effect to the incurrence
            of such Indebtedness and the receipt and application of the proceeds
            thereof, the Company would have been in compliance with Sections
            9.09 and 9.10 for the period of four consecutive fiscal quarters of
            the Company (taken as one accounting period) last ended prior to the
            date of the incurrence of such Indebtedness on a Pro Forma Basis as
            if the respective incurrence had occurred on the first day of such
            Calculation Period and (iii) such Indebtedness shall be unsecured;

                  (xi) Indebtedness of the Company or any of its Subsidiaries in
            connection with the Permitted Receivables Transaction;

                  (xii) Canadian Government Financing incurred after the
            Restatement Effective Date in an aggregate principal amount
            outstanding at any one time not in excess of $40,000,000, provided
            that the terms and conditions of such Indebtedness are not
            materially different from the terms and conditions of the Canadian
            Government Financing in effect on the Restatement Effective Date;

                  (xiii) Contingent Obligations in respect of indemnities and
            purchase price adjustments incurred in connection with asset or
            stock sales, 


                                       64
<PAGE>

            to the extent customary in connection with the respective type of
            asset or stock sale;

                  (xiv) Contingent Obligations in respect of leasehold interests
            assigned by the Company or any of its Subsidiaries to any other
            Person in connection with asset sales (i) to the extent arising from
            the use, control or operation of the property subject to such
            leasehold interests by the Company or any of its Subsidiaries prior
            to the transfer thereof, and (ii) in respect of rental payments in
            connection with such leasehold interests, provided that the

            aggregate amount thereof in respect of rental payments shall not
            exceed an amount equal to $10,000,000 payable in any fiscal year of
            the Company;

                  (xv) loans may be made (x) at any time when all loans
            theretofore made pursuant to the following clause (y) have been
            repaid in full, by the Case Management Subsidiary to Garlock and (y)
            at any time when all loans theretofore made pursuant to preceding
            clause (x) have been repaid in full, by Garlock to the Case
            Management Subsidiary, in each case to the extent such loans are
            required to be made in accordance with the Garlock-Garrison Line of
            Credit as in effect on the Restatement Effective Date, so long as
            all such loans are made in a manner consistent with the requirements
            of Section 9.16(a) and the aggregate principal amount of loans at
            any time outstanding pursuant to the Garlock-Garrison Line of Credit
            does not exceed $100,000,000;

                  (xvi) Existing Notes not purchased pursuant to the Tender
            Offer/Consent Solicitations may remain outstanding (in each case so
            long as the aggregate principal amount of the respective Issue not
            purchased pursuant to the respective Tender Offer/Consent
            Solicitation does not exceed 15% of the aggregate principal amount
            of the respective Issue outstanding immediately prior to the
            consummation of such repurchases);

                  (xvii) Indebtedness of any Foreign Subsidiary which may be
            deemed to exist solely as a result of its granting of a Lien
            otherwise permitted pursuant to Section 9.01(xxi) to secure the
            Indebtedness of another Foreign Subsidiary (it being understood that
            this clause (xvii) shall not independently permit Indebtedness for
            borrowed money to be incurred by any Foreign Subsidiary);

                  (xviii) Indebtedness of the Company arising as a result of its
            Contingent Obligations (including guarantees) in respect of
            Indebtedness of Foreign Subsidiaries, so long as the maximum amount
            of all Contingent Obligations of the Company pursuant of this clause
            (xviii) at no time 


                                       65
<PAGE>

            exceeds $75,000,000 and so long as all obligations of the Company
            outstanding pursuant to this clause (xviii) are unsecured; and

                  (xix) Indebtedness (x) of Stemco pursuant to the Stemco Note
            (so long as held by the Case Management Subsidiary) and (y) of
            Garlock pursuant to the Garlock Promissory Note (so long as such
            promissory note is held by a Subsidiary Pledgor and is pledged
            pursuant to the Subsidiaries Pledge Agreement).

                  9.05 Advances, Investments and Loans. The Company will not,
and will not permit any of its Subsidiaries to, directly or indirectly, lend
money or credit or make advances to any Person, or purchase or acquire any

stock, obligations or securities of, or any other interest in, or make any
capital contribution to, any other Person, or purchase or own a futures contract
or otherwise become liable for the purchase or sale of currency or other
commodities at a future date in the nature of a futures contract, except that
the following shall be permitted:

                  (i) the Company and its Subsidiaries may acquire and hold
            accounts receivable owing to any of them, if created or acquired in
            the ordinary course of business and payable or dischargeable in
            accordance with customary terms;

                  (ii) the Company and its Subsidiaries may acquire and hold
            cash and Cash Equivalents;

                  (iii) the Company may make loans to its Domestic Subsidiaries
            which are Subsidiary Guarantors and Wholly-Owned Subsidiaries (A)
            resulting from the operation of the Company's cash management system
            in the ordinary course of business and consistent with the Company's
            practice prior to the Restatement Effective Date and (B) in addition
            to those described in preceding clause (A), so long as the aggregate
            amount of loans at any time outstanding pursuant to this clause (B)
            (calculated without regard to any write-downs or write-offs thereof)
            does not exceed $75,000,000; provided that any promissory notes
            evidencing loans made pursuant to this clause (iii) shall be pledged
            to the Collateral Agent for the benefit of the Secured Creditors
            pursuant to the Company Pledge Agreement;

                  (iv) Subsidiaries of the Company may make loans to the Company
            (including through operation of the cash management system described
            in preceding clause (iii)); provided that (x) any promissory notes
            evidencing loans made pursuant to this clause (iv) by any Subsidiary
            Pledgor to the Company shall be pledged to the Collateral Agent for
            the benefit of the Secured Creditors pursuant to the Subsidiaries
            Pledge Agreement and (y) any such loans by Subsidiaries which are
            not Subsidiary 


                                       66
<PAGE>

            Guarantors shall be evidenced by promissory notes in form and
            substance satisfactory to the Administrative Agent, in each case
            containing the subordination provisions contained in Exhibit L;

                  (v) the Company, its Domestic Subsidiaries and the Canadian
            Subsidiaries may make loans, advances or capital contributions to
            Foreign Subsidiaries of the Company in an aggregate amount not to
            exceed $20,000,000 (taking the amount of cash so invested and the
            fair market value, at the time of the respective investment, of any
            non-cash assets so invested, as determined in good faith by the
            Company or, if the fair market value thereof exceeds $2,000,000, as
            determined by the Board of Directors of the Company) at any one time
            outstanding (determined without regard to write-offs or write-downs
            of such loans, advances or contributions); provided that any such

            loan or advance shall be evidenced by a promissory note which shall
            be in form and substance satisfactory to the Administrative Agent
            and to the extent any such Person receives capital stock in
            connection with any such capital contribution, such capital stock
            shall be pledged to the Collateral Agent for the benefit of the
            Secured Creditors in accordance with, and to the extent provided by,
            the applicable Pledge Agreement;

                  (vi) the Company and/or its Subsidiaries may from time to time
            make Permitted Investments, so long as the aggregate amount (taking
            the value of any cash so invested plus the fair market value of any
            non-cash investments, as determined in good faith by the Company or,
            if the fair market value thereof is reasonably expected to exceed
            $2,000,000, as determined in good faith by the Board of Directors of
            the Company) so invested does not exceed $12,500,000 in any fiscal
            year of the Company;

                  (vii) Foreign Subsidiaries of the Company may make loans to
            one or more other Foreign Subsidiaries of the Company;

                  (viii) the Company and its Subsidiaries may enter into
            Interest Rate Protection or Other Hedging Agreements;

                  (ix) the Company or any of its Subsidiaries may make or
            maintain travel, relocation and other expense advances to employees
            for business related activities of the Company or any of its
            Subsidiaries in the ordinary course of business and consistent with
            past practice;

                  (x) the Company and its Subsidiaries may acquire capital stock
            of Wholly-Owned Subsidiaries as a result of, and may make
            investments (including without limitation by way of loans or
            advances) in Wholly-Owned Subsidiaries to effect, Permitted
            Acquisitions so long as the 


                                       67
<PAGE>

            aggregate amount so invested is included for purposes of determining
            compliance with Section 8.14 and complies with the requirements
            thereof;

                  (xi) the Company may (x) accept promissory notes of employees
            as payment, in whole or in part, for the exercise by such employees
            of stock options; provided that, except as provided in clause (y)
            below, no cash shall be loaned by the Company in connection with any
            such extension of credit and (y) so long as no Default or Event of
            Default is in existence, make cash loans to employees in connection
            with the payment of taxes by such employees which taxes are required
            to be paid in connection with the exercise by such employees of
            stock options or the exercise of rights under the Stock Option and
            Incentive Plan or any similar employee benefit plan so long as the
            aggregate amount of all such loans made during any fiscal year does

            not exceed the Permitted Employee Loan Amount for such fiscal year,
            and provided further, that in the case of each of clauses (x) and
            (y) above, the promissory note evidencing each such extension of
            credit shall be pledged to the Collateral Agent for the benefit of
            the Secured Creditors pursuant to the Company Pledge Agreement;

                  (xii) the Company or any of its Subsidiaries may hold any
            stock or securities of, or any other interest in, any Person to the
            extent that such was acquired as a dividend (without the payment of
            any consideration) on an existing ownership interest;

                  (xiii) the Company may make tender offers for, purchase or
            redeem the 1999 Senior Notes, the 2000 Senior Notes and/or the
            Senior Subordinated Notes;

                  (xiv) the Company and its Subsidiaries may make Capital
            Expenditures to the extent permitted by Section 9.07;

                  (xv) the Company and its Subsidiaries may accept promissory
            notes in connection with sales of property and assets to the extent
            permitted by Section 9.02(vi);

                  (xvi) acquisitions of stock and capital contributions to
            effect the transactions described in Section 9.02(ix) to the extent
            9.02(ix) is complied with shall be permitted;

                  (xvii) the Company and its Subsidiaries may contribute to any
            Person in which the Company and its Subsidiaries own more than 15%
            of the equity interests, (i) assets constituting patents,
            trademarks, copyrights and know-how, so long as the Company and its
            Subsidiaries retain and protect the right to use all or any portion
            of such patents, trademarks, 


                                       68
<PAGE>

            copyrights and know-how to the extent necessary to the conduct of
            their business (as determined in good faith by management of the
            Company) and (ii) other non-cash assets with an aggregate fair
            market value (as determined in good faith by management of the
            Company) not to exceed $2,000,000 in any fiscal year of the Company;

                  (xviii) the Company may make advances, investments and loans
            not otherwise permitted by this Section 9.05 in an amount not to
            exceed $20,000,000 at any one time outstanding; and

                  (xix) investments in the Case Management Subsidiary (i) made
            prior to the Restatement Effective Date and described in Section
            7.27 shall be permitted to remain outstanding and (ii) made before,
            on of after the Restatement Effective Date pursuant to the
            Garlock-Garrison Line of Credit Letter shall be permitted so long as
            in accordance with the relevant requirements of Section 9.04(xv).


                  9.06 Transactions with Affiliates. The Company will not, and
will not permit any of its Subsidiaries to, enter into any transaction or series
of related transactions with any Affiliate (excluding, for this purpose, any
Wholly-Owned Subsidiaries of the Company) of the Company or any of its
Subsidiaries, other than in the ordinary course of business and on terms and
conditions substantially as favorable to the Company or such Subsidiary as would
be obtainable by the Company or such Subsidiary at that time in a comparable
arm's-length transaction with a Person other than an Affiliate, except that (i)
loans, advances and investments may be incurred and made among the Company and
its Subsidiaries and Affiliates to the extent expressly permitted by Sections
9.02(ix), 9.04 and 9.05, (ii) the Company may perform its obligations pursuant
to the Tax Sharing Agreements and (iii) the transactions in connection with
establishment of the Case Management Subsidiary as described in Section 7.27, to
the extent effected prior to the Restatement Effective Date, shall be permitted
and, after the occurrence of the Restatement Effective Date, the various parties
thereto may continue to perform their obligations pursuant to the
Anchor-Garrison Management Services Agreement, the Coltec-Garrison
Administrative Services Agreement, the Coltec-Garrison Lease Assumption
Agreement, the Coltec-Garrison Management Services Agreement, the
Garlock-Garrison Exchange Agreement, the Stemco Note and, so long as in
accordance with the requirements of Section 9.04(xv), the Garlock-Garrison Line
of Credit Letter, in each case as such agreements are in effect on the
Restatement Effective Date or as thereafter from time to time modified in
accordance with the relevant requirements of Section 9.16. Without limiting the
foregoing, in no event shall any management or similar fees be paid by the
Company or any of its Subsidiaries for management of the Company or any of its
Subsidiaries to any Person other than the Company.

                  9.07 Capital Expenditures. The Company will not, and will not
permit any of its Subsidiaries to, make any Capital Expenditures, except that
(x) during 


                                       69
<PAGE>

December of 1996, the Company and its Subsidiaries may make Capital Expenditures
so long as the aggregate amount thereof does not exceed $12 million and (y)
during any fiscal year (taken as one accounting period) set forth below the
Company and its Subsidiaries may make Capital Expenditures so long as the
aggregate amount of such Capital Expenditures does not exceed the amount set
forth opposite such fiscal year below:

             Fiscal Year Ending                Amount
             ------------------                ------

             December 31, 1997                 $75 million
             December 31, 1998                 $65 million
             December 31, 1999                 $65 million
             December 31, 2000                 $65 million
             December 31, 2001                 $70 million

Notwithstanding anything to the contrary contained above, to the extent the
amount of Capital Expenditures made by the Company and its Subsidiaries during

any fiscal year of the Company listed in the table above is less than the amount
applicable to the respective fiscal year as described in the table above, such
amount may be carried forward and utilized to make Capital Expenditures in
excess of the amount permitted above in the immediately succeeding fiscal year,
provided that (x) the maximum amount which may be carried forward from any
fiscal year to the next fiscal year shall be $25,000,000 and (y) no amount once
carried forward to the next succeeding fiscal year may be carried forward to a
fiscal year thereafter.

                  9.08 Current Ratio. The Company will not permit the ratio of
Consolidated Current Assets to Consolidated Current Liabilities at any time to
be less than 1.25 to 1.0.

                  9.09 Interest Coverage Ratio. The Company will not permit the
Interest Coverage Ratio for any period of four consecutive fiscal quarters, in
each case taken as one accounting period, ending after the Restatement Effective
Date to be less than 3.0:1. Notwithstanding anything to the contrary contained
above, to the extent the Interest Coverage Ratio is being determined for any
period which begins prior to the Restatement Effective Date, for that portion of
the period occurring before the Restatement Effective Date the Interest Coverage
Ratio shall be determined on a Pro Forma Basis.

                  9.10 Leverage Ratio. The Company will not permit the Leverage
Ratio at any time during any period set forth below to be greater than the ratio
set forth opposite the respective period below:


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<PAGE>

                  Period                                     Ratio
                  ------------------------------------------------

                  Restatement Effective Date
                    to and including June 30, 1998          4.25:1

                  July 1, 1998 to and including
                    December 31, 1999                       3.75:1

                  January 1, 2000 and thereafter            3.25:1

                  9.11 Limitation on Voluntary Payments and Modifications of
Indebtedness; Modifications of Certificate of Incorporation, By-Laws and Certain
Other Agreements; etc. The Company will not, and the Company will not permit any
of its Subsidiaries to, (i) after it enters into a Permitted Receivables
Transaction, amend or modify, or permit the amendment or modification of, any
provision of the Permitted Receivables Transaction, or of any agreement relating
thereto, other than pursuant to a Permitted Amendment, (ii) amend, modify or
change (x) its Certificate of Incorporation (including, without limitation, by
the filing or modification of any certificate of designation) or By-Laws, or (y)
any agreement entered into by it, with respect to its capital stock, or enter
into any new agreement with respect to its capital stock, other than any action
of the type described above in this clause (ii) which would not adversely affect
the interests of the Banks under this Agreement or the other Credit Documents,

or (iii) enter into any new Tax Sharing Agreement or amend, modify, change or
terminate any Tax Sharing Agreement, in any manner adverse to the Banks.

                  9.12 Limitation on Certain Restrictions on Subsidiaries. The
Company will not, and will not permit any of its Subsidiaries (other than the
Case Management Subsidiary and Anchor Packing) to, directly or indirectly,
create or otherwise cause or suffer to exist or become effective any encumbrance
or restriction on the ability of any such Subsidiary to (a) pay dividends or
make any other distributions on its capital stock or any other interest or
participation in its profits owned by the Company or any Subsidiary of the
Company, or pay any Indebtedness owed to the Company or a Subsidiary of the
Company, (b) make loans or advances to the Company or any of the Company's
Subsidiaries or (c) transfer any of its properties or assets to the Company
(other than in the case of this clause (c) restrictions existing as a result of
Permitted Liens on such properties or assets), except for such encumbrances or
restrictions (i) existing under or by reason of applicable law, (ii) existing
under or by reason of this Agreement and the other Credit Documents, (iii)
restrictions described in Schedule X shall be permitted to remain in existence,
(iv) customary restrictions may be contained in the documentation approved by
the Administrative Agent and Required Banks relating to any Permitted
Receivables Transaction and (v) existing under or as a result of customary
provisions restricting subletting or assignment of any lease governing a
leasehold interest of the Company or a Subsidiary of the Company.


                                       71
<PAGE>

                  9.13 Limitation on Issuance of Capital Stock. (a) The Company
shall not permit any of its Subsidiaries to issue any capital stock (including
by way of sales of treasury stock) or any options or warrants to purchase, or
securities convertible into, capital stock, except (i) for transfers and
replacements of then outstanding shares of capital stock, (ii) for stock splits,
stock dividends and similar issuances which do not decrease the percentage
ownership of the Company or any of its Subsidiaries in any class of the capital
stock of such Subsidiary, (iii) to qualify directors to the extent required by
applicable law, (iv) issuances of capital stock by a Subsidiary of the Company
which is not a Wholly-Owned Subsidiary so long as the capital stock so issued is
issued either (x) to all shareholders pro rata based on their proportionate
equity interests in such Subsidiary at the time in question in accordance with
the corporate and other charter documents governing such Subsidiary or (y) to
the Company or another Wholly-Owned Subsidiary of the Company in an amount
greater than the Company's or such Subsidiary's proportionate equity interest,
(v) upon the formation of any new Subsidiary as permitted by this Agreement in
connection with Permitted Transactions, such newly formed Subsidiary may issue
capital stock to the Company or the respective Subsidiary of the Company (x) to
which the stock is required to be issued in accordance with Section 8.14 and the
definition of Permitted Acquisition or (y) which is making the respective
Permitted Investment, (vi) other issuances of capital stock by a Foreign
Subsidiary of the Company which is not a Wholly-Owned Subsidiary but only to the
extent that such issuance is required by applicable law, (vii) issuances of
capital stock by a Wholly-Owned Subsidiary of the Company to the Company so long
as the capital stock so issued is immediately pledged to the Collateral Agent
for the benefit of the Secured Creditors under, and to the extent required by,

the Company Pledge Agreement.

                  (b) The Company shall not issue any capital stock (including,
without limitation, Company Preferred Stock), except for issuances of Company
Common Stock where, after giving effect to such issuance, no Event of Default
will exist under Section 10.10.

                  9.14 Business. The Company will not, and will not permit any
of its Subsidiaries to, engage (directly or indirectly) in any business other
than the business in which it is engaged on the Restatement Effective Date and
any other reasonably related businesses.

                  9.15 Limitation on Creation of Subsidiaries. Notwithstanding
anything to the contrary contained in this Agreement, the Company shall not, and
shall not permit any of its Subsidiaries to, establish, create or acquire any
new Subsidiary except (i) any such Subsidiary acquired or formed in connection
with a Permitted Transaction as permitted by this Agreement or (ii) unless (w)
at least 10 Business Days prior written notice thereof is given to the
Administrative Agent and the Banks, (x) such new Subsidiary is (i) a Domestic
Subsidiary and is a Wholly-Owned Subsidiary of the Company or another Domestic
Subsidiary that is a Wholly-Owned Subsidiary or (ii) a Foreign Subsidiary and is
a Wholly-Owned Subsidiary of another Wholly-Owned Subsidiary, (y) each such new


                                       72
<PAGE>

Domestic Subsidiary shall, concurrently with the creation or acquisition
thereof, become a party to the Subsidiaries Guaranty, the Subsidiaries Pledge
Agreement and the Subsidiaries Security Agreement by executing an amendment
thereto and (z) in the case of each new Domestic Subsidiary, the Company and/or
each Domestic Subsidiary directly owning all or any portion of the capital stock
of such new Domestic Subsidiary shall deliver to the Collateral Agent under the
Pledge Agreement certificates representing 100% of the capital stock of such new
Domestic Subsidiary together in each case, with stock powers duly executed in
blank. In addition, such new Subsidiary shall execute and deliver or cause to be
executed and delivered, all other relevant documentation (including, without
limitation, such legal opinions as shall have been reasonably requested by the
Administrative Agent) of the type described in Sections 5 and 6 as such new
Subsidiary would have had to deliver if such new Subsidiary were a Subsidiary on
the Restatement Effective Date. All actions required by this Section 9.15 shall
be taken to the reasonable satisfaction of the Administrative Agent and shall be
at the sole cost and expense of the Company.

                  9.16 Restrictions Regarding Case Management Subsidiary. (a)
After the Restatement Effective Date, the Company shall not, and shall not
permit any of its Subsidiaries to, (i) amend or modify the Stemco Note, the
Garlock-Garrison Line of Credit Letter (except to reflect the limitation on the
amount permitted to remain outstanding pursuant thereto as provided in Section
9.04(xv) hereof) or any promissory note issued pursuant thereto (except for the
purpose described in the immediately preceding parenthetical) or (ii) make any
cash payments (other than regularly scheduled payments of interest) pursuant to,
or in respect of, the Stemco Note or, after the issuance thereof, any promissory
note of Garlock issued to the Case Management Subsidiary pursuant to the

Garlock-Garrison Line of Credit Letter (with each such promissory note being
herein called a "Garlock Line Letter Note") except that (x) to the extent the
amount needed exceeds the amount of cash and Cash Equivalents then available to
the Case Management Subsidiary (and exceeds the amount of any accrued interest
then due and payable with respect to the Stemco Note and any outstanding Garlock
Line Letter Note), cash payments of principal (including prepayments thereof) of
the Stemco Note or, any Garlock Line Letter Note may be made at such times, and
in such amounts, as are needed so that the Case Management Subsidiary has
adequate money (but not excess funds) to fund its expenses and the payment of
asbestos-related liabilities assumed by the Case Management Subsidiary as
described in Section 7.27. At such time as all amounts owing pursuant to any
then outstanding Garlock Line Letter Note have been repaid in full and all
accrued interest which has theretofore become due and payable on the Stemco Note
has been paid pursuant thereto, if the Case Management Subsidiary has
insufficient cash and Cash Equivalents then available to it to fund expenses and
the asbestos-related liabilities assumed by the Case Management Subsidiary as
described in Section 7.27, and if there is to be no prepayment of principal of
the Stemco Note, then in lieu thereof Garlock may make advances to the Case
Management Subsidiary pursuant to the Garlock-Garrison Line of Credit Letter but
subject to the limitations on amounts outstanding as set forth in Section
9.04(xv). Furthermore, (1) if at any time the aggregate amount of cash and Cash


                                       73
<PAGE>

Equivalents held by the Case Management Subsidiary exceeds an amount equal to
the sum of $1 million plus the amount the Case Management Subsidiary in good
faith determines will be needed so that the Case Management Subsidiary has
adequate money (but not excess funds) to fund its expenses and the payment of
asbestos-related liabilities assumed by the Case Management Subsidiary as
described in Section 7.27 for the period of three calendar months from the date
of the respective such determination, then the Case Management Subsidiary shall
be required to (x) first, repay all principal of, and interest on, any loans or
advances then outstanding to the Case Management Subsidiary pursuant to the
Garlock-Garrison Line of Credit Letter or any promissory note delivered by the
Case Management Subsidiary pursuant thereto and (y) after the amounts described
in preceding clause (x) have been repaid in full, advance such funds to Garlock
pursuant to the Garlock-Garrison Line of Credit Letter and the Garlock Line
Letter Note issued pursuant thereto and (2) the Company shall not permit the
Case Management Subsidiary at any time to sell, assign or transfer any interest
in the Stemco Note, any Garlock Line Letter Note or any obligations of Garlock
pursuant to the Garlock-Garrison Line of Credit Letter to any other Person.

                  (b) In addition to the requirements of preceding clause (a),
after the Restatement Effective Date the Company shall not, and shall not permit
any of its Subsidiaries to, amend or modify any of the Case Management
Subsidiary Agreements except for immaterial amendments which could not be
adverse to the interest of the Banks in any respect.

            Section 10. Events of Default. Upon the occurrence of any of the
following specified events (each an "Event of Default"):

                  10.01 Payments. The Company shall (i) default in the payment

when due of any principal of any Loan or any Note, (ii) default, and such
default shall continue unremedied for two or more Business Days, in the payment
when due of any interest on any Loan or Note or any regularly accruing Fees or
(iii) default, and such default shall continue unremedied for two or more
Business Days after written notice to the Company by the Administrative Agent or
any Bank in the payment when due of any Unpaid Drawing, interest on any Unpaid
Drawing or any Fees (other than those referred to in clause (ii) above) or any
other amounts owing hereunder or under any Credit Document; or

                  10.02 Representations, etc. Any representation, warranty or
statement made by any Credit Party herein or in any other Credit Document or in
any certificate delivered pursuant hereto or thereto shall prove to be untrue in
any material respect on the date as of which made or deemed made; or

                  10.03 Covenants. The Company shall (i) default in the due
performance or observance by it of any term, covenant or agreement contained in
Section 8.01(g)(i), 8.08, 8.12 or 9 or (ii) default in the due performance or
observance by it of any 


                                       74
<PAGE>

other term, covenant or agreement contained in this Agreement and such default
shall continue unremedied for a period of 15 days after written notice to the
Company by the Administrative Agent or any Bank; or

                  10.04 Default Under Other Agreements. The Company or any
Subsidiary of the Company shall (i) default in any payment of any Indebtedness
(other than the Notes) beyond the period of grace (not to exceed 30 days), if
any, provided in the instrument or agreement under which such Indebtedness was
created or (ii) default in the observance or performance of any agreement or
condition relating to any Indebtedness (other than the Notes) or contained in
any instrument or agreement evidencing, securing or relating thereto, or any
other event shall occur or condition exist, the effect of which default or other
event or condition is to cause, or to permit the holder or holders of such
Indebtedness (or a trustee or agent on behalf of such holder or holders) to
cause (determined without regard to whether any notice is required but giving
effect to all applicable grace periods), any such Indebtedness to become due
prior to its stated maturity, or (iii) any Indebtedness (other than the Notes)
of the Company or any Subsidiary of the Company shall be declared to be due and
payable, or required to be prepaid other than by a regularly scheduled required
prepayment, prior to the stated maturity thereof; provided that it shall not be
a Default or Event of Default under this Section 10.04 unless the aggregate
principal amount of all Indebtedness subject to the preceding clauses (i)
through (iii), inclusive, outstanding at any time is at least $10,000,000; or

                  10.05 Bankruptcy, etc. The Company or any Specified Subsidiary
of the Company shall commence a voluntary case concerning itself under Title 11
of the United States Code entitled "Bankruptcy," as now or hereafter in effect,
or any successor thereto (the "Bankruptcy Code"); or an involuntary case is
commenced against the Company or any Specified Subsidiary, and the petition is
not controverted within 10 days, or is not dismissed within 60 days, after
commencement of the case; or a custodian (as defined in the Bankruptcy Code) is

appointed for, or takes charge of, all or substantially all of the property of
the Company or any Specified Subsidiary, or the Company or any Specified
Subsidiary commences any other proceeding under any reorganization, arrangement,
adjustment of debt, relief of debtors, dissolution, insolvency or liquidation or
similar law of any jurisdiction whether now or hereafter in effect relating to
the Company or any Specified Subsidiary, or there is commenced against the
Company or any Specified Subsidiary any such proceeding which remains
undismissed for a period of 60 days, or the Company or any Specified Subsidiary
is adjudicated insolvent or bankrupt; or any order of relief or other order
approving any such case or proceeding is entered; or the Company or any
Specified Subsidiary suffers any appointment of any custodian or the like for it
or any substantial part of its property to continue undischarged or unstayed for
a period of 60 days; or the Company or any Specified Subsidiary makes a general
assignment for the benefit of creditors; or any corporate action is taken by the
Company or any Specified Subsidiary for the purpose of effecting any of the
foregoing; or


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<PAGE>

                  10.06 ERISA. (a) Any Pension Plan shall fail to satisfy the
minimum funding standard required for any plan year following the expiration of
the period under Section 412(c)(10) of the Code pursuant to which contributions
can be made to such Pension Plan for such plan year or a waiver of such standard
or extension of any amortization period is sought or granted under Section 412
of the Code, any Pension Plan shall have had or is likely to have a trustee
appointed to administer such Pension Plan under Title IV of ERISA, any Plan is,
shall have been or is likely to be terminated or the subject of termination
proceedings under ERISA, any Plan shall have an Unfunded Current Liability, a
contribution required to be made to a Plan has not been timely made (other than
the quarterly contributions described in Section 302(e) of ERISA or Section
412(m) of the Code), the Company or any Subsidiary of the Company or any ERISA
Affiliate has incurred or is likely to incur a liability to or on account of a
Plan under Section 409, 502(i), 502(l), 515, 4062, 4063, 4064, 4069, 4201, 4204
or 4212 of ERISA or Section 401(c)(29), 4971 or 4975 of the Code, or the Company
or any Subsidiary of the Company has incurred or is likely to incur any
liabilities pursuant to one or more employee welfare benefit plans (as defined
in Section 3(l) of ERISA) which provide benefits to retired employees or other
former employees (other than as required by Section 601 of ERISA); (b) there
shall result from any such event or events the imposition of a lien, the
granting of a security interest, or a material liability or a material risk of
incurring a material liability; and (c) which lien, security interest or
liability, in the opinion of the Required Banks, will have a material adverse
effect upon the business, property, assets, condition (financial or otherwise)
or prospects of the Company or of the Company and its Subsidiaries taken as a
whole; or

                  10.07 Security Documents. At any time after the execution and
delivery thereof, any of the Security Documents shall cease to be in full force
and effect other than with respect to the release of any Subsidiary Assignor
and/or Subsidiary Pledgor in accordance with the terms of the Subsidiaries
Security Agreement and/or the Subsidiaries Pledge Agreement, as the case may be,
or with respect to the release of any Collateral in accordance with the terms of

this Agreement or any Security Document or shall cease to give the Collateral
Agent for the benefit of the respective Secured Creditors (and securing the
Secured Obligations, including the Obligations hereunder) the Liens, rights,
powers and privileges purported to be created thereby (including, without
limitation, a perfected security interest in, and Lien on, all of the
Collateral), in favor of the Collateral Agent, superior to and prior to the
rights of all third Persons (except as permitted by Section 7.11), and subject
to no other Liens (except as permitted by Section 7.11), or the Company or any
Subsidiary shall default in the due performance or observance of any term,
covenant or agreement on its part to be performed or observed pursuant to any of
the Security Documents and such default shall continue beyond the grace periods
set forth in the Mortgages, or in the case of the other Security Documents
unremedied for a period of 30 days after written notice to the Company by the
Administrative Agent or any Bank; or

                  10.08 Guaranties. At any time after the execution and delivery
thereof, any Guaranty or any provision thereof shall cease to be in full force
or effect as to any Guarantor or as to any obligations hereunder, except to the
extent such Guarantor is 


                                       76
<PAGE>

released from its obligations under the respective Guaranty in accordance with
the terms of such Guaranty, or any Guarantor or any Person acting by or on
behalf of any Guarantor shall deny or disaffirm such Guarantor's obligations
under the respective Guaranty, or any Guarantor shall (i) default in the due
performance or observance of any term, covenant or agreement on its part to be
performed or observed pursuant to Section 8 of the Subsidiaries Guaranty or any
analogous provision of any Foreign Subsidiaries Guaranty to the extent relating
to the performance or observance by it of any term, covenant or agreement
referred to in Section 10.03(ii) and such default shall continue unremedied for
a period of 15 days after written notice to the Company by the Administrative
Agent or any Bank or (ii) default in the due performance or observance of any
other term, covenant or agreement on its part to be performed or observed
pursuant to the respective Guaranty; or

                  10.09 Judgments. One or more judgments or decrees shall be
entered against the Company or any Specified Subsidiary involving in the
aggregate for the Company and its Specified Subsidiaries a liability (to the
extent not paid or covered by a reputable insurance company which has accepted
liability in writing) and such judgments and decrees shall not be vacated,
discharged or stayed or bonded pending appeal for any period of 30 consecutive
days, and the aggregate amount of all such judgments and decrees exceeds
$2,500,000; or

                  10.10 Change of Control. A Change of Control shall occur; or

                  10.11 Debarment or Suspension. The Company or any of its
Subsidiaries shall at any time be debarred or suspended by the government of the
United States or any agency thereof from any government contracting with such
government or agency, and the continuance of such debarment or suspension for
any period of 60 days during which such debarment or suspension shall not be

terminated, discharged or stayed pending appeal; provided that no Event of
Default shall exist under this Section 10.11 in the case of a suspension of any
entity or division so long as (x) such suspension is for a period of not more
than 180 days, (y) the gross revenues which would have been lost by the entity
or division suspended during the immediately preceding fiscal year had the
suspension existed for the entire such fiscal year, when aggregated with the
gross revenues lost (or which would have been lost had the respective
suspensions been in effect for the entire such preceding fiscal year) by all
other entities and divisions then suspended for such immediately preceding
fiscal year, does not exceed $25,000,000 and (z) the gross revenues projected to
be lost by the entity or divisions suspended during the current fiscal year,
when aggregated with the gross revenues projected to be lost by all other
entities and divisions then suspended during such current fiscal year, does not
exceed $25,000,000; then, and in any such event, and at any time thereafter, if
any Event of Default shall then be continuing, the Administrative Agent, upon
the written request of the Required Banks, shall by written notice to the
Company, take any or all of the following actions, without prejudice to the
rights of the Agents, any Bank or the holder of any Note to enforce its claims
against any Credit Party (provided that, if an Event of Default specified in
Section 10.05 shall occur with respect to the Company, the result which would
occur upon the


                                       77
<PAGE>

giving of written notice by the Administrative Agent to the Company as specified
in clauses (i) and (ii) below shall occur automatically without the giving of
any such notice): (i) declare the Total Commitment terminated, whereupon all
Commitments of each Bank shall forthwith terminate immediately and any Fees
shall forthwith become due and payable without any other notice of any kind;
(ii) declare the principal of and any accrued interest in respect of all Loans
and the Notes and all Obligations owing hereunder and thereunder to be,
whereupon the same shall become, forthwith due and payable without presentment,
demand, protest or other notice of any kind, all of which are hereby waived by
each Credit Party; (iii) terminate any Letter of Credit, which may be
terminated, in accordance with its terms; (iv) direct the Company to pay (and
the Company agrees that upon receipt of such notice, or upon the occurrence of
an Event of Default specified in Section 10.05 with respect to the Company, it
will pay) to the Collateral Agent at the Payment Office such additional amount
of cash, to be held as security by the Collateral Agent, as is equal to the
aggregate Stated Amount of all Letters of Credit issued for the account of the
Company and then outstanding; and (v) enforce, as Collateral Agent, all of the
Liens and security interests created pursuant to the Security Documents.

            Section 11. Definitions And Accounting Terms.

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

            "Additional Charges" shall have the meaning provided in Section
13.18.


            "Additional Collateral" shall mean all property (whether real or
personal) in which security interests are granted (or are purported to be
granted) (unless released prior to the time of determination) pursuant to any of
Sections 8.11, 8.14, 8.15 or 9.15.

            "Additional Indebtedness" shall have the meaning provided in Section
9.04(x).

            "Additional Mortgages" shall mean each mortgage, deed of trust or
similar security document with respect to Real Property executed and delivered
pursuant to Section 8.15.

            "Additional Permitted Acquisition Amount" shall mean, for each
fiscal year of the Company set forth below, the respective amount set forth
opposite such fiscal year in the table below:


                                       78
<PAGE>

            Fiscal Year Ended                  Amount
            -----------------                  ------

            December 31, 1997                  $16 million
            December 31, 1998                  $25 million
            December 31, 1999                  $33 million
            December 31, 2000                  $39 million
            December 31, 2001                  $45 million

            "Additional Security Documents" shall mean all mortgages, pledge
agreements, security agreements and other security documents entered into
pursuant to any of Sections 8.11, 8.14, 8.15 and 9.15 with respect to Additional
Collateral.

            "Adjusted Certificate of Deposit Rate" shall mean, on any day, the
sum (rounded to the nearest 1/100 of 1%) of (1) the rate obtained by dividing
(x) the most recent weekly average dealer offering rate for negotiable
certificates of deposit with a three-month maturity in the secondary market as
published in the most recent Federal Reserve System publication entitled "Select
Interest Rates," published weekly on Form H.15 as of the date hereof, or if such
publication or a substitute containing the foregoing rate information shall not
be published by the Federal Reserve System for any week, the weekly average
offering rate determined by the Administrative Agent on the basis of quotations
for such certificates received by it from three certificate of deposit dealers
in New York of recognized standing or, if such quotations are unavailable, then
on the basis of other sources reasonably selected by the Administrative Agent,
by (y) a percentage equal to 100% minus the stated maximum rate of all reserve
requirements as specified in Regulation D applicable on such day to a
three-month certificate of deposit of a member bank of the Federal Reserve
System in excess of $100,000 (including, without limitation, any marginal,
emergency, supplemental, special or other reserves), plus (2) the then daily net
annual assessment rate as estimated by the Administrative Agent for determining
the current annual assessment payable by the Administrative Agent to the Federal
Deposit Insurance Corporation for insuring three-month certificates of deposit.


            "Adjusted Percentage" shall mean (x) at a time when no Bank Default
exists, for each Bank such Bank's Percentage and (y) at a time when a Bank
Default exists (i) for each Bank that is a Defaulting Bank, zero and (ii) for
each Bank that is a Non-Defaulting Bank, the percentage determined by dividing
such Bank's Commitment at such time by the Adjusted Total Commitment at such
time, it being understood that all references herein to Commitments and the
Adjusted Total Commitment at a time when the Total Commitment or Adjusted Total
Commitment, as the case may be, has been terminated shall be references to the
Commitments or Adjusted Total Commitment, as the case may be, in effect
immediately prior to such termination; provided that (A) no Bank's Adjusted
Percentage shall change upon the occurrence of a Bank Default from that in
effect immediately prior to such Bank Default if after giving effect to such
Bank Default, and any repayment of Revolving Loans and Swingline Loans at such
time pursuant to Section 4.02(a) or otherwise, the sum of (i) the aggregate
outstanding principal amount of 


                                       79
<PAGE>

Revolving Loans of all Non-Defaulting Banks plus (ii) the aggregate principal
amount of Swingline Loans plus (iii) the Letter of Credit Outstandings, exceed
the Adjusted Total Commitment; (B) the changes to the Adjusted Percentage that
would have become effective upon the occurrence of a Bank Default but that did
not become effective as a result of the preceding clause (A) shall become
effective on the first date after the occurrence of the relevant Bank Default on
which the sum of (i) the aggregate outstanding principal amount of the Revolving
Loans of all Non-Defaulting Banks plus (ii) the aggregate outstanding principal
amount of the Swingline Loans plus (iii) the Letter of Credit Outstandings is
equal to or less than the Adjusted Total Commitment; and (C) if (i) a
Non-Defaulting Bank's Adjusted Percentage is changed pursuant to the preceding
clause (B) and (ii) any repayment of such Bank's Revolving Loans, or of Unpaid
Drawings with respect to Letters of Credit or of Swingline Loans, that were made
during the period commencing after the date of the relevant Bank Default and
ending on the date of such change to its Adjusted Percentage must be returned to
the Company as a preferential or similar payment in any bankruptcy or similar
proceeding of the Company, then the change to such Non-Defaulting Bank's
Adjusted Percentage effected pursuant to said clause (B) shall be reduced to
that positive change, if any, as would have been made to its Adjusted Percentage
if (x) such repayments had not been made and (y) the maximum change to its
Adjusted Percentage would have resulted in the sum of the outstanding principal
of Revolving Loans made by such Bank plus such Bank's new Adjusted Percentage of
the outstanding principal amount of Swingline Loans and Letter of Credit
Outstandings equalling such Bank's Commitment at such time.

            "Adjusted Total Commitment" shall mean at any time the Total
Commitment less the aggregate Commitments of all Defaulting Banks at such time.

            "Administrative Agent" shall mean BTCo in its capacity as
Administrative Agent for the Banks hereunder and any successor Administrative
Agent appointed pursuant to Section 12.09.

            "Affiliate" shall mean, with respect to any Person, any other Person

directly or indirectly controlling (including but not limited to all directors
and officers of such Person), controlled by, or under direct or indirect common
control with, such Person; provided, however, that for purposes of Section 9.06,
an Affiliate of the Company shall include any Person that directly or indirectly
owns more than 5% of any class of the capital stock of the Company and any
officer or director of the Company or any such Person. A Person shall be deemed
to control another Person if such Person possesses, directly or indirectly, the
power to direct or cause the direction of the management and policies of such
other Person, whether through the ownership of voting securities, by contract or
otherwise.

            "Agent" shall mean any of the Administrative Agent, the
Documentation Agent and the Syndication Agent.


                                       80
<PAGE>

            "Agreement" shall mean this Credit Agreement, as modified,
supplemented or amended from time to time.

            "Anchor-Garrison Management Services Agreement" shall mean the
Management Services Agreement between Anchor Packing and the Case Management
Subsidiary, dated as of September 13, 1996.

            "Anchor Packing" shall mean The Anchor Packing Company, a Delaware
Corporation which, on the Restatement Effective Date, is a Wholly-Owned
Subsidiary of the Case Management Subsidiary.

            "Applicable Commitment Commission Percentage" and "Applicable
Margin" shall mean (i) for the period from the Restatement Effective Date to but
not including the first Start Date after the Restatement Effective Date, the
percentage per annum set forth below:

                                                               Applicable
            Applicable               Applicable                Margin for
            Commitment               Margin for                Eurodollar
            Commission               Base Rate                    Rate
            Percentage                  Loans                     Loans  
            --------------------------------------------------------------

             .375%     0%              .875%

and (ii) during each Margin Adjustment Period beginning after the Restatement
Effective Date, the percentage per annum set forth below opposite the Leverage
Ratio indicated to have been achieved on the applicable Test Date for such
Margin Adjustment Period (as shown on the respective officer's certificate
delivered pursuant to Section 8.01(f)):

<TABLE>
<CAPTION>
    Level                Leverage Ratio                Applicable          Applicable          Applicable
                                                       Commitment          Margin for          Margin for
                                                       Commission           Base Rate        Eurodollar Rate

                                                       Percentage             Loans              Loans

<S>            <C>                                     <C>                 <C>               <C>  
      1        Less than 2.50:1.00                        0.1875%               0%                0.50%
      2        Greater than or equal to                   0.250%                0%                0.625%
               2.50:1.00 but less than 3.00:1.00
      3        Greater than or equal to                   0.250%                0%                0.75%
               3.00:1.00 but less than 3.25:1.00
      4        Greater than or equal to                   0.375%                0%                0.875%
               3.25:1.00 but less than 3.75:1.00
      5        Greater than or equal to 3.75:1.00         0.375%              .25%                1.25%
</TABLE>

; provided, however, that (i) if by the last day of any Margin Adjustment
Period, the Borrower has failed to deliver the financial statements required to
be delivered pursuant to Section 8.01(b) or (c) (accompanied by the officer's
certificate required by Section 8.01(f) 


                                       81
<PAGE>

showing the applicable Leverage Ratio on the relevant Test Date) as at the end
of the fiscal quarter or year, as the case may be, ended immediately prior to
such date, the Applicable Commitment Commission Percentage and Applicable Margin
for the immediately succeeding Margin Adjustment Period shall be computed as if
the Leverage Ratio were at Level 5 until such time, if any, as the financial
statements required as set forth above and the accompanying officer's
certificate have been delivered showing that the Leverage Ratio for the
respective Margin Adjustment Period is at a Level which is less than Level 5 (it
being understood that, in the case of any late delivery of the financial
statements and officer's certificate as so required, the reduced Applicable
Commitment Commission Percentage and Applicable Margin, if any, shall apply only
from and after the date of the delivery of the compliant financial statements
and officer's certificate). Notwithstanding anything to the contrary contained
above in this definition, at any time that a Default or Event of Default shall
exist, the Applicable Commitment Commission Percentage and the Applicable Margin
shall be computed as if the Leverage Ratio were at Level 5.

            "Approved Country" shall have the meaning provided in the definition
of "Cash Equivalents."

            "Asset Disposition" shall mean the sale or other disposition by the
Company or any of its Subsidiaries (other than to the Company or another
Subsidiary of the Company) of (i) all or substantially all of the Capital Stock
of any Subsidiary of the Company or (ii) all or substantially all of the assets
that constitute a division or line of business of the Company or any of its
Subsidiaries, in accordance with the provisions of this Agreement.

            "Assignee" shall have the meaning provided in Section 13.04(b).

            "Assignment and Assumption Agreement" shall mean an Assignment and
Assumption Agreement substantially in the form of Exhibit H.


            "Automotive Business Sale" shall mean the sale by the Company of the
assets of its Holly Automotive Division (including the assets of the former
Coltec Automotive Division) and its Performance Friction Products Operation to
Borg-Warner Automotive, Inc. or one of its subsidiaries, which sale was effected
in June of 1996.

            "Backstopped Letters of Credit" shall mean those Existing Letters of
Credit indicated on Schedule II with respect to which Standby Letters of Credit
under this Agreement serve as support for the reimbursement obligations of the
Company and its Subsidiaries to the issuers of such Backstopped Letters of
Credit.

            "Bank" shall mean each financial institution listed on Schedule I,
as well as any institution which becomes a "Bank" hereunder pursuant to Section
13.04.


                                       82
<PAGE>

            "Bank Default" shall mean (i) the refusal (which has not been
retracted) or failure of a Bank to make available its portion of any Borrowing
or (ii) a Bank having notified in writing the Company and/or the Administrative
Agent that it does not intend to comply with its obligations under Section
1.01(c) or Section 2, in either case as a result of any takeover or control of,
or directive to such Bank (including without limitation, as a result of the
occurrence of any event of the type described in Section 10.05 with respect to
such Bank) by any regulatory authority or agency.

            "Bankruptcy Code" shall have the meaning provided in Section 10.05.

            "Base Rate" shall mean the higher of (i) 1/2 of 1% in excess of the
Adjusted Certificate of Deposit Rate and (ii) the Prime Lending Rate.

            "Base Rate Loan" shall mean any Loan designated or deemed designated
as such by the Company at the time of the incurrence thereof or conversion
thereto.

            "Borrowing" shall mean the borrowing of one Type of Loan of a single
Tranche from all the Banks (or from BTCo in the case of Swingline Loans) on a
given date (or resulting from a conversion or conversions on such date) having
in the case of Eurodollar Rate Loans the same Interest Period; provided that
Base Rate Loans incurred pursuant to Section 1.10(b) shall be considered part of
the related Borrowing of Eurodollar Rate Loans.

            "BTCo" shall mean Bankers Trust Company in its individual capacity.

            "Business Day" shall mean (i) for all purposes other than as covered
by clause (ii) below, any day except Saturday, Sunday and any day which shall be
in New York City a legal holiday or a day on which banking institutions are
authorized or required by law or other government action to close and (ii) with
respect to all notices and determinations in connection with, and payments of
principal and interest on, Eurodollar Rate Loans, any day which is a Business
Day described in clause (i) above and which is also a day for trading by and

between banks in the New York interbank Eurodollar market.

            "Calculation Period" shall have the meaning provided in definition
of Pro Forma Basis.

            "Canadian Government Financing" shall mean unsecured Indebtedness
incurred by any Canadian Subsidiary that is owed to, guaranteed by or otherwise
subsidized by a federal, provincial or local governmental or quasi-governmental
authority in Canada, bears interest at a below market rate and is not guaranteed
by the Company or any of its Subsidiaries.

            "Canadian Subsidiaries" shall mean each of Garlock of Canada Ltd and
Coltec Aerospace Canada Ltd.


                                       83
<PAGE>

            "Capital Expenditures" shall mean, with respect to any Person, all
expenditures by such Person which should be capitalized in accordance with
generally accepted accounting principles, including all such expenditures with
respect to fixed or capital assets (including, without limitation, expenditures
for maintenance and repairs which should be capitalized in accordance with
generally accepted accounting principles) and the amount of Capitalized Lease
Obligations incurred by such Person; provided that in no event will Capital
Expenditures include consideration paid for Permitted Acquisitions (including,
without limitation, consideration paid through the issuance of Company Common
Stock, cash and/or the assumption or incurrence of Permitted Acquired Debt).

            "Capitalized Lease Obligations" of any Person shall mean all rental
obligations which, under generally accepted accounting principles, are or will
be required to be capitalized on the books of such Person, in each case taken at
the amount thereof accounted for as indebtedness in accordance with such
principles.

            "Case Management Subsidiary" shall mean Garrison Litigation
Management Group, Ltd., a Rhode Island Corporation.

            "Case Management Subsidiary Agreements" shall mean and include the
Anchor-Garrison Management Services Agreement, the Coltec-Garrison
Administrative Services Agreement, the Coltec-Garrison Lease Assumption
Agreement, the Coltec-Garrison Stock Purchase Agreement, the Coltec-Garrison
Management Services Agreement, the Garlock-Garrison Exchange Agreement, the
Garlock-Garrison Line of Credit Letter, the Garlock Promissory Note and any
documentation relating to the foregoing, to the extent furnished to the
Administrative Agent on or prior to the Restatement Effective Date.

            "Cash Equivalents" shall mean, as to any Person, (i) securities
issued or directly and fully guaranteed or insured by the United States or any
agency or instrumentality thereof (provided that the full faith and credit of
the United States is pledged in support thereof) having maturities of not more
than six months from the date of acquisition, (ii) time deposits and
certificates of deposit of any commercial bank having, or which is the principal
banking subsidiary of a bank holding company having, a long-term unsecured debt

rating of at least "A" or the equivalent thereof from S&P or "A2" or the
equivalent thereof from Moody's with maturities of not more than six months from
the date of acquisition by such Person, (iii) repurchase obligations with a term
of not more than seven days for underlying securities of the types described in
clause (i) above entered into with any bank meeting the qualifications specified
in clause (ii) above, (iv) commercial paper issued by any Person incorporated in
the United States rated at least A-1 or the equivalent thereof by S&P or at
least P-1 or the equivalent thereof by Moody's and in each case maturing not
more than six months after the date of acquisition by such Person, (v)
investments in money market funds substantially all of whose assets are
comprised of securities of the types described in clauses (i) through (iv)
above, (vi) with respect to any Subsidiary of the Company organized under the
laws of Canada or any province thereof, commercial 


                                       84
<PAGE>

paper of prime Canadian companies rated R-1 High or the equivalent thereof by
Dominion Bond Rating Service with maturities of less than six months, and (vii)
with respect to Foreign Subsidiaries organized under the laws of an Approved
Country, government obligations of Australia, Canada, France, Germany,
Switzerland and the United Kingdom and of any other country approved by the
Administrative Agent or whose debt securities are rated by S&P and/or Moody's
A-1 or P-1, respectively or the equivalent thereof (if a short-term debt rating
is provided by either) or at least AA or AA2, respectively or the equivalent
thereof (if a long-term unsecured debt rating is provided by either) (each such
country, an "Approved Country"), in each case, with maturities of less than six
months.

            "CERCLA" shall mean the Comprehensive Environmental Response
Compensation of Liability Act of 1980, as the same may be amended from time to
time, 42 U.S.C. ss. 9601 et seq.

            "Change of Control" shall mean and include the occurrence of any of
the following events: (x) any Person, entity or "group" (within the meaning of
Section 13(d) or 14(d) of the Securities Exchange Act) (A) shall have acquired
beneficial ownership of 20% or more of any outstanding class of capital stock
having ordinary voting power in the election of directors (any such stock,
"Voting Stock") of the Company; provided that JP Morgan Asset Management shall
be permitted to acquire up to 23% of the outstanding capital stock of the
Company and (ii) that any Person, entity or group shall be permitted to acquire
up to 35% of the outstanding capital stock of any such class in a transaction
approved before the consummation of same by a majority of the directors (and a
majority of the Continuing Directors) of the Company, or (B) shall have obtained
the power (whether or not exercised) to elect a majority of the Company's
directors or (y) the Board of Directors of the Company shall not consist of a
majority of Continuing Directors.

            "Code" shall mean the Internal Revenue Code of 1986, as amended from
time to time and the regulations promulgated and the rulings issued thereunder.
Section references to the Code are to the Code, as in effect at the date of this
Agreement, and to any subsequent provision of the Code, amendatory thereof,
supplemental thereto or substituted therefor.


            "Collateral" shall mean all property (whether real or personal) with
respect to which any security interests have been granted (or purport to be
granted) (and continue to be in effect at the time of determination) pursuant to
any Security Document, including, without limitation, all Pledge Agreement
Collateral, all Security Agreement Collateral, all Mortgaged Properties, all
Additional Collateral, if any, and all cash and Cash Equivalents delivered at
any time as collateral pursuant to this Agreement or any other Credit Document.

            "Collateral Agent" shall mean the Administrative Agent acting as
collateral agent for the Secured Creditors pursuant to the Security Documents.


                                       85
<PAGE>

            "Coltec Automotive" shall mean Coltec Automotive Inc, a Delaware
corporation.

            "Coltec-Garrison Administrative Services Agreement" shall mean the
Administrative Services Agreement, dated as of September 13, 1996, between the
Company and the Case Management Subsidiary.

            "Coltec-Garrison Lease Assumption Agreement" shall mean that certain
Assignment and Assumption Agreement, dated as of September 13, 1996, between the
Company and the Case Management Subsidiary, pursuant to which the Company
assigned to the Case Management Subsidiary all of the Company's rights as lessee
under certain leases for office and storage space in Rochester, New York, in
exchange for the Case Management Subsidiary's assumption from the Company of all
of its obligations under such leases.

            "Coltec-Garrison Stock Purchase Agreement" shall mean the Stock
Purchase Agreement between the Company and the Case Management Subsidiary, dated
as of September 13, 1996.

            "Coltec-Garrison Management Services Agreement" shall mean the
Management Services Agreement between the Company and the Case Management
Subsidiary, dated as of September 13, 1996.

            "Commitment" shall mean, for each Bank, the amount set forth
opposite such Bank's name in Schedule I hereto directly below the column
entitled "Commitment," as same may be (x) reduced from time to time pursuant to
Sections 3.02, 3.03 and/or 10 or (y) adjusted from time to time as a result of
assignments to or from such Bank pursuant to Section 13.04.

            "Commitment Commission" shall have the meaning provided in Section
3.01(a).

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

            "Company Bankruptcy Default" shall mean any Default or Event of
Default existing with respect to the Company pursuant to Section 10.05.


            "Company Common Stock" shall have the meaning provided in Section
7.14.

            "Company Pledge Agreement" shall have the meaning provided in
Section 5.07.


                                       86
<PAGE>

            "Company Preferred Stock" shall have the meaning provided in Section
7.14.

            "Company Security Agreement" shall have the meaning provided in
Section 5.09.

            "Consent Solicitation" shall have the meaning provided in Section
5.17.

            "Consolidated Current Assets" shall mean the consolidated current
assets of the Company and its Subsidiaries plus the Total Unutilized Commitment
less the aggregate amount of Non-Facility Letter of Credit Outstandings at such
time.

            "Consolidated Current Liabilities" shall mean the consolidated
current liabilities of the Company and its Subsidiaries, but excluding the
current portion of any long-term Indebtedness which would otherwise be included
therein.

            "Consolidated EBIT" shall mean, for any period, the Consolidated Net
Income of the Company and its Subsidiaries, before interest income, Consolidated
Interest Expense and provision for taxes and without giving effect to any
extraordinary gains or gains from sales of assets other than inventory sold in
the ordinary course of business (determined after taking into account losses
from sales of such assets).

            "Consolidated EBITDA" for any period shall mean Consolidated EBIT,
adjusted by adding thereto the amount of all amortization of intangibles and
depreciation that were deducted in arriving at Consolidated EBIT for such
period. Notwithstanding anything to the contrary contained above or in the
component definitions used in determining Consolidated EBITDA, (w) to the extent
Consolidated EBITDA is being determined for any period which includes the second
quarter of fiscal year 1997, and to the extent that Consolidated EBITDA for such
period has been reduced by one-time charges taken in connection with the
defeasance of, call of or funding of an irrevocable trust to redeem, all or a
portion of the Senior Subordinated Notes that remain outstanding after giving
effect to the Restatement Effective Date, same shall not be reduced by such
one-time charges (and the amount thereof shall be added back in determining
Consolidated EBITDA), (x) to the extent Consolidated EBITDA is being determined
for any period which includes the last quarter of fiscal year 1996, and to the
extent that Consolidated EBITDA for such period has been reduced by one-time
charges taken in connection with the Refinancing, same shall not be reduced by
such one-time charges (and the amount thereof shall be added back in determining
Consolidated EBITDA), (y) to the extent Consolidated EBITDA is being determined

for any period which includes the first quarter of fiscal year 1996, same shall
not be reduced by the Fokker Special Charge (and the amount thereof shall be
added back in determining Consolidated EBITDA) and (z) to the extent
Consolidated EBITDA for any period has been reduced (whether as a reduction to
Consolidated Net Income or otherwise) by the amount of any non-cash compensation
(including the amortization of deferred non-cash compensation) paid to
directors, officers 


                                       87
<PAGE>

or employees of the Company and/or its Subsidiaries through the issuance of
capital stock of the Company (including restricted stock) and the issuance or
vesting of options to purchase or acquire such capital stock, the amount of
Consolidated EBITDA shall be increased by the amount of the respective such
reduction for such period.

            "Consolidated Indebtedness" shall mean, at any time, and without
duplication, the sum of all Indebtedness of the Company and its Subsidiaries for
borrowed money, purchase money Indebtedness, all obligations evidenced by notes
or bonds and with respect to Capitalized Lease Obligations, as well as any other
items which would be required to be accounted for as debt of the Company and its
Subsidiaries on the Company's consolidated balance sheet prepared in accordance
with generally accepted accounting principals as referenced in Section 13.07.

            "Consolidated Interest Expense" shall mean, for any period, the
total consolidated interest expense of the Company and its Subsidiaries for such
period (calculated without regard to any limitations on the payment thereof)
plus, without duplication, that portion of Capitalized Lease Obligations of the
Company and its Subsidiaries representing the interest factor for such period.

            "Consolidated Net Income" shall mean, for any period, net after-tax
income of the Company and its Subsidiaries for such period determined on a
consolidated basis, but excluding any gains or losses from asset sales of the
types subject to Section 3.03(e) (and the income tax effects thereof); provided,
however, the net income of any Subsidiary of the Company which is not a
Wholly-Owned Subsidiary and for which the Company's investment therein is
accounted for by the equity method of accounting shall have its net income
included in the Consolidated Net Income of the Company and its Subsidiaries only
to the extent of the amount of cash dividends or distributions paid by such
Subsidiary to the Company; provided further that in no event shall the
immediately preceding proviso be applicable at any time to the Case Management
Subsidiary or Anchor Packing.

            "Consolidated Net Tangible Assets" shall mean the assets of the
Company and its Subsidiaries determined on a consolidated basis less the amount
of all intangible items, including, without limitation, goodwill, franchises,
licenses, patents, trademarks, trade names, copyrights, service marks, brand
names, write-ups of assets and any unallocated excess costs of investments in
Subsidiaries over equity in underlying net assets at dates of acquisition.

            "Consolidated Subsidiaries" shall mean, as to any Person, all
Subsidiaries of such Person which are consolidated with such Person for

financial reporting purposes in accordance with generally accepted accounting
principles in the United States.

            "Contingent Obligation" shall mean, as to any Person, any obligation
of such Person guaranteeing or intended to guarantee any Indebtedness, leases,
dividends or other obligations ("primary obligations") of any other Person (the
"primary obligor") in any 


                                       88
<PAGE>

manner, whether directly or indirectly, including, without limitation, any
obligation of such Person, whether or not contingent, (i) to purchase any such
primary obligation or any property constituting direct or indirect security
therefor, (ii) to advance or supply funds (x) for the purchase or payment of any
such primary obligation or (y) to maintain working capital or equity capital of
the primary obligor or otherwise to maintain the net worth or solvency of the
primary obligor, (iii) to purchase property, securities or services primarily
for the purpose of assuring the owner of any such primary obligation of the
ability of the primary obligor to make payment of such primary obligation or
(iv) otherwise to assure or hold harmless the holder of such primary obligation
against loss in respect thereof; provided, however, that the term Contingent
Obligation shall not include endorsements of instruments for deposit or
collection in the ordinary course of business. The amount of any Contingent
Obligation shall be deemed to be an amount equal to the stated or determinable
amount of the primary obligation in respect of which such Contingent Obligation
is made or, if not stated or determinable, the maximum reasonably anticipated
liability in respect thereof (assuming such Person is required to perform
thereunder) as determined by such Person in good faith.

            "Continuing Bank" shall mean each Existing Bank with a Commitment
under this Agreement (after giving effect to the Restatement Effective Date).

            "Continuing Directors" shall mean the directors of the Company on
the Restatement Effective Date and each other director, if such other director's
nomination for election to the Board of Directors of the Company is recommended
by a majority of the then Continuing Directors.

            "Credit Documents" shall mean this Agreement and, after the
execution and delivery thereof, each Note, each Notice of Borrowing, each Letter
of Credit Request, the Guaranties and each Security Document.

            "Credit Event" shall mean the making of any Loan, the occurrence of
the Restatement Effective Date or the issuance of any Letter of Credit
(including, without limitation, the assumption of the Included Letters of Credit
on the Restatement Effective Date).

            "Credit Party" shall mean the Company and each of its Subsidiaries
party to any Credit Document.

            "Debt Agreements" shall have the meaning provided in Section 5.05.

            "Default" shall mean any event, act or condition which with notice

or lapse of time, or both, would constitute an Event of Default.

            "Defaulting Bank" shall mean any Bank with respect to which a Bank
Default is in effect.


                                       89
<PAGE>

            "Deficiency" shall have the meaning provided in Section 13.18(b).

            "Dividend" with respect to any Person shall mean that such Person
has declared or paid a dividend or returned any equity capital to its
stockholders or authorized or made any other distribution, payment or delivery
of property (other than common stock of such Person) or cash to its stockholders
as such, or redeemed, retired, purchased or otherwise acquired, directly or
indirectly, for a consideration any shares of any class of its capital stock
outstanding on or after the Restatement Effective Date (or any options or
warrants issued by such Person with respect to its capital stock), or set aside
any funds for any of the foregoing purposes, or shall have permitted any of its
Subsidiaries to purchase or otherwise acquire for a consideration any shares of
any class of the capital stock of such Person outstanding on or after the
Restatement Effective Date (or any options or warrants issued by such Person
with respect to its capital stock). Without limiting the foregoing, "Dividends"
with respect to any Person shall also include all payments made or required to
be made by such Person with respect to any stock appreciation rights, plans,
equity incentive or achievement plans or any similar plans or the setting aside
of any funds for the foregoing purposes, in each case except to the extent the
payments described above in this sentence have theretofore applied to reduce
Consolidated Net Income.

            "Documentation Agent" shall mean Bank of America Illinois, in its
capacity as Documentation Agent for the Banks hereunder.

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

            "Domestic Subsidiary" shall mean each Subsidiary of the Company
incorporated or organized in the United States or any State or territory
thereof.

            "Drawing" shall have the meaning provided in Section 2.04(b).

            "Effective Date" shall mean the "Effective Date" as defined in the
Original Credit Agreement, which is the date the Original Credit Agreement,
prior to the first amendment and restatement thereof, became effective in
accordance with its terms.

            "Eligible Transferee" shall mean and include a commercial bank,
financial institution, other "accredited investor" (as defined in Regulation D
of the Securities Act) or a "qualified institutional buyer" as defined in Rule
144A of the Securities Act.

            "Environmental Claims" means any and all administrative, regulatory

or judicial actions, suits, demands, directives, demand letters, claims, liens,
notices of noncompliance or violation, investigations or proceedings relating in
any way to any Environmental Law or any permit issued, or any approval given,
under any such Environmental Law (hereafter, "Claims"), including, without
limitation, (a) any and all Claims by governmental or regulatory authorities for
enforcement, cleanup, removal, response, remedial or other actions or damages
pursuant to any applicable Environmental Law, and 


                                       90
<PAGE>

(b) any and all Claims by any third party seeking damages, contribution,
indemnification, cost recovery, compensation or injunctive relief resulting from
Hazardous Materials or arising from alleged injury or threat of injury to
health, safety or the environment.

            "Environmental Law" means any Federal, state, foreign or local
statute, law, rule, regulation, ordinance, code, guide, written policy and rule
of common law now or hereafter in effect and in each case as amended, and any
judicial or administrative interpretation thereof, including any judicial or
administrative order, consent decree or judgment, relating to the environment,
health, safety or Hazardous Materials, including, without limitation,
Comprehensive Environmental Response, Compensation and Liability Act ("CERCLA"),
42 U.S.C. ss. 9601 et seq.; Resource Conservation and Recovery Act, as amended,
42 U.S.C. ss. 6901 et seq.; the Federal Water Pollution Control Act, 33 U.S.C.
ss. 1251 et seq.; the Toxic Substances Control Act, 15 U.S.C. ss. 7401 et seq.;
the Clean Air Act, 42 U.S.C. ss. 7401 et seq.; the Safe Drinking Water Act, 42
U.S.C. ss. 3803 et seq.; the Oil Pollution Act of 1990, 33 U.S.C. ss. 2701 et
seq.; Federal Insecticide, Fungicide, and Rodenticide Act, 7 U.S.C. ss. 136 et
seq., and any state and local or foreign counterparts or substantial equivalents
thereof.

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

            "ERISA Affiliate" shall mean each person (as defined in Section 3(9)
of ERISA) which together with the Company or any Subsidiary of the Company would
be deemed to be a "single employer" within the meaning of Section 414(b), (c),
(m) (solely for the purposes of liability under Section 412(c)(11) of the Code,
the Lien created under Section 412(n) of the Code or the tax imposed for failure
to meet minimum funding standards under Section 4971 of the Code) or (o) of the
Code.

            "Eurodollar Rate Loan" shall mean each Loan (excluding Swingline
Loans) designated as such by the Company at the time of the incurrence thereof
or conversion thereto.

            "Event of Default" shall have the meaning provided in Section 10.

            "Excluded Subsidiary" shall mean, at any date of determination, any

Subsidiary of the Company that, together with its Subsidiaries, (i) for the most
recent period of four consecutive fiscal quarters of the Company, accounted for
not more than 1.5% of the consolidated revenues of the Company or (ii) as of the
end of the most recently ended fiscal quarter, was the owner of not more than
1.5% of the consolidated assets of the Company, all as set forth on the most
recently available consolidated financial statements of the Company.


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<PAGE>

            "Existing Banks" shall mean each Person which was a Bank under, and
as defined in, the Original Credit Agreement.

            "Existing Co-Agent" shall mean each of Bank of Montreal, The Bank of
Nova Scotia, Credit Lyonnais New York Branch and The Industrial Bank of Japan
Limited, New York Branch.

            "Existing Indebtedness" shall have the meaning provided in Section
7.22.

            "Existing Letters of Credit" shall mean all letters of credit
described on Schedule II to this Agreement, all of which were issued by the
banking institutions set forth on such Schedule opposite the letter of credit
issued by it for the account of the Company in support of L/C Supportable
Indebtedness prior to the Restatement Effective Date and which remain
outstanding following the Restatement Effective Date.

            "Existing Non-Facility Letters of Credit" shall mean those Existing
Letters of Credit described in Part C of Schedule II, to the extent that such
Existing Letters of Credit are otherwise permitted to remain outstanding as
Non-Facility Letters of Credit hereunder.

            "Existing Notes" shall mean and include the 1999 Senior Notes, the
2000 Senior Notes and the Senior Subordinated Notes.

            "Existing Notes Indenture" shall have the meaning provided in
Section 5.17.

            "Existing Notes Indenture Amendment" shall have the meaning provided
in Section 5.17.

            "Existing Senior Debentures" shall mean the Company's 11-1/4% Senior
Debentures due 1996 through 2015, which were issued pursuant to the Existing
Senior Debenture Indenture.

            "Existing Senior Debenture Indenture" shall mean the Indenture,
dated as of December 1, 1985, by and between the Company and The Bank of New
York (as successor to Mellon Bank, N.A.), as trustee, as amended, modified or
supplemented from time to time pursuant to the terms of this Agreement.

            "Facing Fee" shall have the meaning provided in Section 3.01(c).

            "Farnam Disposition" shall mean the proposed sale of Farnam Sealing

Systems, Inc. to FSS Acquisition Corp. or another affiliate of Meillor S.A. by
the Company and Farnam Sealing Systems, Inc.

            "Fees" shall mean all amounts payable pursuant to or referred to in
Section 3.01.


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<PAGE>

            "Final Maturity Date" shall mean December 15, 2001.

            "Fokker Special Charge" shall mean the $14 million special charge
taken by the Company in the first quarter of the fiscal year 1996, which charge
relates to the cessation of shipments of landing gears and flight control
systems for the Fokker 70 and 100 aircraft.

            "Foreign Subsidiary" shall mean each Subsidiary of the Company other
than a Domestic Subsidiary.

            "Garlock" shall mean Garlock Inc, an Ohio corporation.

            "Garlock-Garrison Exchange Agreement" shall mean the Exchange
Agreement between Garlock and the Case Management Subsidiary dated as of
September 13, 1996.

            "Garlock-Garrison Line of Credit Letter" shall mean that Line of
Credit Letter dated September 13, 1996, between Garlock and the Case Management
Subsidiary, pursuant to which loans may be made from time to time as
contemplated therein (x) by the Case Management Subsidiary to Garlock and (y) by
Garlock to Case Management Subsidiary. References to the Garlock-Garrison Line
of Credit Letter shall include the promissory notes issued by Garlock and the
Case Management Subsidiary to each other pursuant thereto.

            "Garlock Line Letter Note" shall have the meaning provided in
Section 9.16.

            "Garlock Promissory Note" shall mean the Demand Promissory Note,
dated August 31, 1996, in the principal amount of $314,781,121, payable by
Garlock to Stemco.

            "Guaranties" shall mean the Subsidiaries Guaranty and each
additional guaranty executed and delivered pursuant to Section 8.14(b); provided
that after the date on which any of the foregoing agreements shall terminate in
accordance with its terms, such agreement shall cease to constitute a Guaranty
hereunder.

            "Guarantor" shall mean each Domestic Subsidiary which executes and
delivers the Subsidiary Guaranty.

            "Hazardous Materials" means (a) any petroleum or petroleum products,
radioactive materials, asbestos in any form that is or could become friable,
urea formaldehyde foam insulation, polychlorinated biphenyls, and radon gas; (b)
any chemicals, materials or substances defined as or included in the definition

of "hazardous substances," "hazardous waste," "hazardous materials," "extremely
hazardous substances," "restricted hazardous substances," "toxic substances,"
"toxic pollutants," "contaminants," or "pollutants," or words of similar import,
under any applicable Environmental Law; and 


                                       93
<PAGE>

(c) any other chemical, material or substance, exposure to which is prohibited,
limited or regulated by any applicable governmental authority.

            "Highest Lawful Rate" shall mean, with respect to any indebtedness
owed to any Bank hereunder or under any other Credit Document, the maximum
nonusurious interest rate, if any, that at any time or from time to time may be
contracted for, taken, reserved, charged or received by such Bank with respect
to such indebtedness under applicable law.

            "Holdings" shall mean Coltec Holding Inc., a Delaware corporation
and a Wholly-Owned Subsidiary of the Company.

            "Holley Automotive" shall mean Holley Automotive Inc, a Delaware
corporation.

            "Immaterial Dissolutions" shall mean the liquidation or dissolution
of any Wholly-Owned Subsidiary of the Company; provided that (i) the total
assets of any such Wholly-Owned Subsidiary are less than or equal to
$10,000,000, (ii) the chief financial officer of the Company has determined that
such liquidation or dissolution is in the best interests of the Company and its
Subsidiaries taken as a whole and will not materially and adversely affect the
Company and its Subsidiaries taken as a whole and (iii) such Wholly-Owned
Subsidiary has no material indebtedness or other liabilities, including any
contingent liabilities other than any contingent liabilities with respect to
taxes owing or to be owing by the Company and its Consolidated Subsidiaries
existing solely by reason of such Wholly-Owned Subsidiary's status as a
Consolidated Subsidiary.

            "Inactive Subsidiary" shall mean any Subsidiary of the Company that
owns (and continues to own) no assets (other than nominal assets, including,
without limitation, any treasury stock of the Company) and is (and continues to
be) inactive.

            "Included Letters of Credit" shall have the meaning provided in
Section 2.01(a).

            "Indebtedness" shall mean, as to any Person, without duplication,
(i) all indebtedness (including principal, interest, fees and charges) of such
Person for borrowed money or for the deferred purchase price of property or
services (other than trade payables incurred in the ordinary course of
business), (ii) the maximum amount available to be drawn under all letters of
credit (excluding Backstopped Letters of Credit so long as (x) fully supported
by one or more Letters of Credit issued hereunder and (y) no unreimbursed
drawing has been made under the respective Backstopped Letter of Credit) issued
for the account of such Person and with respect to which such Person has a

reimbursement obligation and all unpaid drawings in respect of such letters of
credit, (iii) all Indebtedness of the types described in clause (i) (other than
trade payables to the extent secured solely by Liens of the types described in
Section 9.01(xvi)), (ii), (iv), (v), (vi) or (vii) of this 


                                       94
<PAGE>

definition secured by any Lien on any property owned by such Person, whether or
not such Indebtedness has been assumed by such Person, (iv) all Capitalized
Lease Obligations of such Person, (v) all obligations of such person to pay a
specified purchase price for goods or services, whether or not delivered or
accepted, i.e., take-or-pay and similar obligations, (vi) all Contingent
Obligations of such Person and (vii) all obligations under any Interest Rate
Protection or Other Hedging Agreement or under any similar type of agreement
entered into with a Person not a Bank; provided that the aggregate outstanding
amount of any Indebtedness described in clause (iii) above shall equal the
lesser of (x) the aggregate outstanding amount of all Indebtedness secured by
such Lien and (y) the fair market value of all property subject to such Lien;
provided further, that on and after the date on which any other indebtedness for
borrowed money (the "Defeased Indebtedness") shall have been permanently
defeased or otherwise satisfied and discharged in the manner provided in the
documentation governing such Defeased Indebtedness, and so long as the Company
and its Subsidiaries are permanently relieved as a result thereof of all
monetary obligations, and obligations to comply with covenants, with respect
thereto (which defeasances, satisfactions and discharges are subject to the
limitations set forth in Section 9.11), such Defeased Indebtedness shall not be
considered outstanding Indebtedness for purposes of this Agreement.

            "Interest Coverage Ratio" for any period shall mean the ratio of
Consolidated EBITDA for such period to Consolidated Interest Expense for such
period.

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

            "Interest Period" shall have the meaning provided in Section 1.09.

            "Interest Rate Protection or Other Hedging Agreements" shall have
the meaning provided in the Security Documents.

            "Issue" shall have the meaning provided in Section 5.17.

            "Issuing Bank" shall mean (A) with respect to each Included Letter
of Credit, the Bank which is the issuer of such Included Letter of Credit and
(B) with respect to all other Letters of Credit, (x) BTCo and (y) with the
consent of the Administrative Agent, any other Bank, to the extent, in the case
of clause (y) above, such Bank agrees, in its sole discretion, to become an
Issuing Bank for the purpose of issuing Letters of Credit pursuant to Section 2.

            "L/C Supportable Indebtedness" shall mean (i) those obligations of
the Company and its Subsidiaries supported by Existing Letters of Credit or any

replacements of Existing Letters of Credit, (ii) the Backstopped Letters of
Credit, (iii) obligations of the Company or its Subsidiaries incurred in the
ordinary course of business with respect to 


                                       95
<PAGE>

workers compensation, surety bonds and other similar statutory obligations, and
(iv) such other obligations of the Company or any of its Subsidiaries as are
reasonably acceptable to the Administrative Agent or the Required Banks and
otherwise permitted to exist pursuant to the terms of this Agreement; provided,
however, in no event shall L/C Supportable Obligations include, in the case of
the Existing Letters of Credit, commercial paper; provided further, in no event
shall L/C Supportable Indebtedness of all Foreign Subsidiaries exceed $75
million.

            "Leaseholds" of any Person means all the right, title and interest
of such Person as lessee or licensee in, to and under leases or licenses of
land, improvements and/or fixtures.

            "Letter of Credit" shall have the meaning provided in Section
2.01(a).

            "Letter of Credit Fee" shall have the meaning provided in Section
3.01(b).

            "Letter of Credit Outstandings" shall mean, at any time, the sum of
(i) the aggregate Stated Amount of all then outstanding Letters of Credit and
(ii) the aggregate amount of all Unpaid Drawings at such time.

            "Letter of Credit Request" shall have the meaning provided in
Section 2.02(a).

            "Leverage Ratio" shall mean, at any date of determination, the ratio
of (i) Consolidated Indebtedness on such date to (ii) Consolidated EBITDA for
the period of four consecutive quarters most recently ended on or prior to such
date, in each case taken as one accounting period. Notwithstanding anything to
the contrary contained above, to the extent the period of four consecutive
quarters referenced in clause (ii) of the immediately preceding sentence begins
prior to the Restatement Effective Date, for that portion of the period
occurring before the Restatement Effective Date, Consolidated EBIDTA shall be
determined on a pro forma basis to give effect to the consummation of the
Automotive Business Sale as if same had occurred on the first day of the
respective such period.

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

            "Loan" shall mean each Revolving Loan and each Swingline Loan.


            "Mandatory Borrowing" shall have the meaning provided in Section
1.01(c).


                                       96
<PAGE>

            "Margin Adjustment Period" shall mean each period which shall
commence on a date occurring after the Restatement Effective Date on which the
financial statements are delivered or, if not theretofore delivered, were
required to be delivered, pursuant to Section 8.01(b) or (c) and which shall end
on the earlier of (i) the date of actual delivery of the next financial
statements pursuant to Section 8.01(b) or (c) and (ii) the latest date on which
the next financial statements are required to be delivered pursuant to Section
8.01(b) or (c).

            "Margin Stock" shall have the meaning provided in Regulation U.

            "Material Subsidiary" shall mean, at any date of determination, any
Subsidiary of the Company that, together with its Subsidiaries, (i) for the most
recent period of four consecutive fiscal quarters of the Company, accounted for
more than 10% of the consolidated revenues of the Company or (ii) as of the end
of the most recently ended fiscal quarter, was the owner of more than 10% of the
consolidated assets of the Company, all as set forth on the most recently
available consolidated financial statements of the Company.

            "Maximum Repayment Amount" shall mean $15,000,000.

            "Maximum Swingline Amount" shall mean $15,000,000.

            "Moody's" shall mean Moody's Investors Service, Inc.

            "Mortgage Amendment" shall have the meaning provided in Section
5.10.

            "Mortgage Policies" shall have the meaning provided in Section 5.10.

            "Mortgaged Properties" shall mean each Original Mortgaged Property
and, after the execution and delivery of the respective Additional Mortgage,
each property covered by such Additional Mortgage.

            "Mortgages" shall mean each Original Mortgage as amended by the
respective Mortgage Amendment relating thereto, and, after the execution and
delivery thereof, each Additional Mortgage.

            "Net Sale Proceeds" shall mean, from any sale of assets, the gross
cash proceeds (including any cash received by way of deferred payment pursuant
to a promissory note, receivable or otherwise, but only as and when received)
received from such sale of assets, net of (a) reasonable transaction costs
(including fees and commissions), (b) the amount of such gross cash proceeds
required to be used to repay any Indebtedness (other than Indebtedness of the
Secured Creditors secured pursuant to the Security Documents) which is secured
by the respective assets which were sold, (c) the estimated marginal increase in

income taxes which will be payable by the Company's consolidated group as a
result of such sale, and (d) costs and expenses, in an amount not to 


                                       97
<PAGE>

exceed 10% of the gross cash proceeds received from such sale of assets,
relating to any repairs, alterations and improvements to the respective assets
which were sold, provided that (i) such repairs, alterations and improvements
are performed within 3 months prior to the respective sale or, to the extent
required by the purchase agreement related thereto, within one year after the
consummation thereof and (ii) if any amounts held back from the proceeds of such
sale in connection with repairs, alterations and improvements required by the
purchase agreement related to the respective sale are not used within one year
from the date of such sale (or upon the earlier release of such held back
amounts to the Company), such amounts shall be applied to reduce the Total
Commitment in accordance with Section 3.03(e).

            "New Banks" shall mean each of the Persons listed on Annex A hereto.

            "1999 Senior Notes" shall mean the $150,000,000 aggregate principal
amount of the Company's 9-3/4% Senior Notes due November 1, 1999.

            "Non-Continuing Bank" shall have the meaning provided in Section
13.19.

            "Non-Defaulting Bank" shall mean and include each Bank other than a
Defaulting Bank.

            "Non-Facility Letter of Credit Outstandings" shall mean, at any
time, the sum of (i) the aggregate Stated Amount of all then outstanding
Non-Facility Letters of Credit and (ii) the aggregate amount of all Non-Facility
Unpaid Drawings at such time.

            "Non-Facility Letters of Credit" shall mean each letter of credit
(other than (x) any Letter of Credit issued pursuant to this Agreement
including, without limitation, any Included Letters of Credit and (y) any
Backstopped Letter of Credit (but only to the extent such Backstopped Letter of
Credit does not constitute Indebtedness hereunder)) issued for the account of
the Company or any of its Subsidiaries, including without limitation all
Existing Non-Facility Letters of Credit; provided that the reimbursement
obligations of the Company or such Subsidiary with respect to such Letter of
Credit shall be unsecured and unguaranteed except for Liens permitted pursuant
to Section 9.01(xx).

            "Non-Facility Unpaid Drawings" shall mean all amounts disbursed by
the issuers of Non-Facility Letters of Credit until such amounts are reimbursed.

            "Note" shall mean the Swingline Note and each Revolving Note.

            "Note Repurchase" shall have the meaning provided in the definition
of Refinancing contained herein.


            "Notice of Borrowing" shall have the meaning provided in Section
1.03(a).

            "Notice of Conversion" shall have the meaning provided in Section
1.06.


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<PAGE>

            "Notice Office" shall mean the office of the Administrative Agent
located at One Bankers Trust Plaza, New York, New York 10006, Attention: Mary
Kay Coyle, or such other office as the Administrative Agent may hereafter
designate in writing as such to the other parties hereto.

            "Obligations" shall mean all amounts owing to the Administrative
Agent, the Documentation Agent, the Syndication Agent, the Collateral Agent or
any Bank pursuant to the terms of this Agreement or any other Credit Document.

            "Original Credit Agreement" shall have the meaning provided in the
first Whereas clause of this Agreement.

            "Original Intercompany Notes" shall have the meaning provided in
Section 13.17(b).

            "Original Loans" shall mean collectively, the Original Swingline
Loans and the Original Revolving Loans.

            "Original Mortgage" shall have the meaning provided in Section 5.10.

            "Original Mortgaged Property" shall have the meaning provided in
Section 5.10.

            "Original Restatement Effective Date" shall mean the "Restatement
Effective Date" under, and as defined in, the Original Credit Agreement.

            "Original Revolving Loans" shall mean the "Revolving Loans" under,
and as defined in, the Original Credit Agreement.

            "Original Swingline Loans" shall mean the "Swingline Loans" under,
and as defined in, the Original Credit Agreement.

            "Participant" shall have the meaning provided in Section 2.03(a).

            "Payment Office" shall mean the office of the Administrative Agent
located at One Bankers Trust Plaza, New York, New York 10006, or such other
office as the Administrative Agent may hereafter designate in writing as such to
the other parties hereto.

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

            "Pension Plan" shall have the meaning provided in Section 7.10.


            "Percentage" of any Bank at any time shall mean a fraction
(expressed as a percentage) the numerator of which is the Commitment of such
Bank at such time and the 


                                       99
<PAGE>

denominator of which is the Total Commitment at such time; provided that if the
Percentage of any Bank is to be determined after the Total Commitment has been
terminated, then the Percentages of the Banks shall be determined immediately
prior (and without giving effect) to such termination.

            "Permitted Acquired Debt" shall mean Indebtedness assumed or
acquired in connection with a Permitted Acquisition; provided that (x) such
Indebtedness was not originally incurred in connection with, or in contemplation
of, such Permitted Acquisition and (y) such Indebtedness is not guaranteed or
assumed, by contract or operation of law or otherwise, by the Company or any
Subsidiary of the Company (other than, in the case of an asset acquisition, the
newly-formed Subsidiary effecting such acquisition and, in the case of a stock
acquisition, the Subsidiary acquired in connection with such acquisition, as the
case may be).

            "Permitted Acquisition" shall mean the acquisition by the Company or
any of its Subsidiaries of assets constituting an entire business, division or
product line of any Person not already a Subsidiary of the Company or 100% of
the capital stock of any such Person, although any such acquisition shall only
be a Permitted Acquisition so long as (A) the consideration therefor consists
solely of cash, Company Common Stock and the assumption by the respective
newly-formed or newly-acquired Subsidiary of any Permitted Acquired Debt
relating to such business, division or product line, (B) the assets acquired, or
the business of the Person whose stock is acquired, shall be one of the same
business lines in which the Company and its Subsidiaries is already engaged, or
a reasonable extension thereof and (C) those acquisitions that are structured as
asset acquisitions shall be for an entire business, division or product line of
such Person. Notwithstanding anything to the contrary contained in the
immediately preceding sentence, an acquisition shall be a Permitted Acquisition
only if all requirements of Section 8.14 with respect to Permitted Acquisitions
are met with respect thereto.

            "Permitted Amendment" shall mean any amendment or supplement to the
documents governing or evidencing the respective issue of Indebtedness that does
not (i) add, directly or indirectly, any new covenant, event of default,
collateral requirement or repayment requirement (including pursuant to any put
arrangement), (ii) modify in any manner adverse to the Company or any of its
Subsidiaries (including, without limitation, by making same more restrictive)
any covenant, event of default, collateral requirement or repayment requirement
(including the shortening of any amortization requirements), (iii) increase the
interest rate thereon or any other payments to be made with respect thereto, or
modify in any manner the time (other than to extend the same) or manner of
payment of such interest (including any option or right to pay such interest in
kind) or any other amounts, (iv) modify any of the subordination provisions, (v)
require any payment (other than normal and customary payments of fees and
expenses) by the Company or its Subsidiaries to obtain such amendment or

supplement or (vi) contain any provision which, in the opinion of the
Administrative Agent, is adverse to the interests of the Banks.


                                      100
<PAGE>

            "Permitted Employee Loan Amount" shall mean, with respect to each
fiscal year thereafter, an amount equal to $5,000,000.

            "Permitted Encumbrance" shall mean, with respect to any Mortgaged
Property, such exceptions to title as are set forth in the title insurance
policy delivered with respect thereto, as endorsed pursuant to Section 5.10(ii),
all of which exceptions must be reasonably acceptable, on the date of the
delivery of such title insurance policy or endorsements, to the Required Banks.

            "Permitted Investment" shall mean the acquisition by the Company or
any of its Subsidiaries of common equity interests (or similar equity
interests), constituting less than 100% of the outstanding common equity
interests (or similar equity interests), of any Person not already a
Wholly-Owned Subsidiary of the Company, although such acquisition shall only be
a Permitted Investment so long as (A) the consideration therefor consists solely
of cash or other assets (excluding stock of Subsidiaries), with any non-cash
consideration to be valued at the fair market value thereof as determined in
good faith by the Company or, if the fair market value is reasonably expected to
be in excess of $2,000,000, as determined in good faith by the Board of
Directors of the Company and (B) such investments shall be for less than 100% of
the common equity interests (or similar equity interests) of such Person.
Notwithstanding anything to the contrary contained in the immediately preceding
sentence, an investment shall be a Permitted Investment only if the aggregate
consideration invested is within the limitations provided in Section 9.05(vi).

            "Permitted Liens" shall have the meaning provided in Section 9.01.

            "Permitted Receivables Transaction" shall mean a transaction (or
series of transactions) evidenced by a receivables purchase agreement and
related documentation entered into by the Company after the Restatement
Effective Date providing for the sale of accounts receivable of the Company or
any of its Subsidiaries; provided that (i) such agreement and the documents and
instruments entered into in connection therewith shall be in form and substance
satisfactory to the Administrative Agent and the Required Banks, (ii) the
Company shall have provided the Administrative Agent and the Banks with not less
than 30 days' prior notice of its intent to enter into such receivables purchase
agreement and (iii) 100% of the proceeds received by the Company or any of its
Subsidiaries pursuant to the Permitted Receivables Transaction shall be applied
in accordance with Section 3.03(f).

            "Permitted Transaction" shall mean and include each Permitted
Acquisition and each Permitted Investment.

            "Permitted Use Amount" shall mean, for any fiscal year of the
Company, an amount equal to the greater of (x) $7,500,000 or (y) 30% of the
Consolidated Net Income of the Company and its Subsidiaries for the preceding
fiscal year, provided that such to the extent the aggregate payments (excluding

payments made with proceeds received from 


                                      101
<PAGE>

insurance policies or settlements with insurers, and payments for which the
Company or the respective Subsidiary is reimbursed from insurers in the same
fiscal year as the respective payment was made) by the Company and any of its
Subsidiaries in respect of claims for asbestos-related liabilities in the
immediately preceding fiscal year exceeded $12,000,000, such excess amount shall
reduce, but not below zero, the amounts otherwise specified in clauses (x) and
(y) above.

            "Person" shall mean any individual, partnership, joint venture,
firm, corporation, association, trust or other enterprise or any government or
political subdivision or any agency, department or instrumentality thereof.

            "Plan" shall mean any multiemployer or single-employer plan, as
defined in Section 4001 of ERISA, subject to Title IV of ERISA, which is
maintained or contributed to by (or to which there is an obligation to
contribute of) the Company a Subsidiary of the Company or an ERISA Affiliate,
and each such plan for the five year period immediately following the latest
date on which the Company, or a Subsidiary of the Company or an ERISA Affiliate
maintained, contributed to or had an obligation to contribute to such plan, in
each case with respect to which a liability currently exists and/or could
currently be incurred by the Company, any Subsidiary of the Company or any ERISA
Affiliate.

            "Pledge Agreement Collateral" shall mean all "Collateral" as defined
in each of the Pledge Agreements.

            "Pledge Agreements" shall mean the Company Pledge Agreement, the
Subsidiaries Pledge Agreement and, after the execution and delivery thereof, any
additional pledge agreement executed pursuant to Section 8.11, 8.14, 8.15 or
9.15.

            "Pledged Securities" shall have the meaning assigned that term in
the respective Pledge Agreement.

            "Prime Lending Rate" shall mean the rate which BTCo announces from
time to time as its prime lending rate, the Prime Lending Rate to change when
and as such prime lending rate changes. The Prime Lending Rate is a reference
rate and does not necessarily represent the lowest or best rate actually charged
to any customer. BTCo may make commercial loans or other loans at rates of
interest at, above or below the Prime Lending Rate.

            "Pro Forma Basis" shall mean the calculation of the consolidated
financial results of the Company and its Subsidiaries determined in accordance
with this Agreement, for any period of four consecutive fiscal quarters (each a
"Calculation Period"), but on a pro forma basis for the occurrences described
below, with such calculations to take into account the following assumptions:

                  (i) pro forma effect shall be given to (l) any Indebtedness

            incurred subsequent to the end of the relevant Calculation Period
            and prior 


                                      102
<PAGE>

            to the date of determination (other than Indebtedness incurred under
            a revolving credit or similar arrangement to the extent of the
            commitment thereunder (or under any predecessor revolving credit or
            similar arrangement) on the last day of such period), (2) any
            Indebtedness incurred during such period to the extent such
            Indebtedness is outstanding at the date of determination and (3) any
            Indebtedness to be incurred on the date of determination, in each
            case as if such Indebtedness had been incurred on the first day of
            such Calculation Period and after giving effect to the application
            of the proceeds thereof;

                  (ii) Consolidated Interest Expense attributable to interest on
            any Indebtedness (whether existing or being incurred) computed on a
            Pro Forma Basis and bearing a floating interest rate shall be
            computed as if the rate in effect on the date of computation (taking
            into account any Interest Rate Protection or Other Hedging Agreement
            applicable to such Indebtedness if such Interest Rate Protection or
            Other Hedging Agreement has a remaining term in excess of 12 months)
            had been the applicable rate for the entire period;

                  (iii) there shall be excluded from Consolidated Interest
            Expense any Consolidated Interest Expense related to any amount of
            Indebtedness that was outstanding during such Calculation Period or
            thereafter but that is not outstanding or is to be repaid on the
            date of determination, except for Consolidated Interest Expense
            accrued (as adjusted pursuant to clause (i)) during such Calculation
            Period under this Agreement or another revolving credit or similar
            arrangement to the extent of the commitment thereunder (or under any
            successor revolving credit or similar arrangement) on the date of
            determination;

                  (iv) pro forma effect shall be given to Asset Dispositions and
            Permitted Acquisitions that occur during such Calculation Period or
            thereafter and prior to the date of determination (including any
            Permitted Acquired Debt assumed or acquired in connection therewith)
            as if they had occurred on the first day of such Calculation Period;

                  (v) with respect to any such Calculation Period commencing
            prior to the Restatement Effective Date, the Refinancing (to the
            extent same has been consummated on or prior to the date of
            determination) and the Automotive Business Sale shall be deemed to
            have taken place on the first day of such period; and

                  (vi) pro forma effect shall be given to asset dispositions and
            asset acquisitions that have been made by any Person that has become
            a Subsidiary of the Company during such Calculation Period or
            subsequent to 



                                      103
<PAGE>

            such period and prior to the date of determination and that would
            have been Asset Dispositions or Permitted Acquisitions had such
            transactions occurred when such Person was a Subsidiary of the
            Company as if such asset dispositions or asset acquisitions that
            occurred on the first day of such period.

            "Projections" shall have the meaning provided in Section 7.05.

            "Quarterly Payment Date" shall mean the 15th day of each March,
June, September and December occurring after the Restatement Effective Date;
provided that if any such date occurs on a day which is not a Business Day, then
such Quarterly Payment Date shall occur on the next succeeding Business Day.

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

            "Rated Indebtedness" shall mean, with respect to the Company,
long-term unsecured Indebtedness of the Company which is rated by both S&P and
Moody's, or if no such Indebtedness of the Company shall be rated, Indebtedness
under this Agreement or Indebtedness of the Company which is equally and ratably
secured with Indebtedness under this Agreement, to the extent such Indebtedness
shall be rated by both S&P and Moody's.

            "Real Property" of any Person shall mean all the right, title and
interest of such Person in and to land, improvements and fixtures, including
Leaseholds.

            "Refinancing" shall mean the refinancing by the Company of certain
of its outstanding indebtedness on the Restatement Effective Date (although the
payments owing pursuant to the Note Repurchases described below, so long as the
respective Existing Notes are accepted for purchase pursuant to the respective
Tender Offer/Consent Solicitation on or prior to the Restatement Effective Date,
may be made promptly (and in any event within five Business Days) after the
Restatement Effective Date), as follows: (i) the repayment of outstanding loans
under, and the termination of the existing commitments 



                                      104
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under, the Original Credit Agreement and (ii) the purchase, pursuant to the
Tender Offer/Consent Solicitations, of at least 85%, and of up to 100%, of each
of the following issues of notes of the Company (each a "Note Repurchase" and
together, the "Note Repurchases"): (x) the Senior Subordinated Notes in the
approximate outstanding principal amount of $218 million as at December 1, 1996,
(y) the 1999 Senior Notes in the approximate outstanding principal amount of
$148 million as at December 1, 1996 and (z) the 2000 Senior Notes in the
approximate outstanding principal amount of $191 million as at December 1, 1996.

            "Refinancing Documents" shall mean the Credit Documents and all
documentation entered into with respect to the Refinancing.

            "Register" shall have the meaning provided in Section 13.20.

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

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

            "Release" means disposing, discharging, injecting, spilling,
pumping, leaking, leeching, dumping, emitting, escaping, emptying, seeping,
placing, pouring and the like, into or upon any land or water or air, or
otherwise entering into the environment.

            "Replaced Bank" shall have the meaning provided in Section 1.12.

            "Replacement Bank" shall have the meaning provided in Section 1.12.

            "Reportable Event" shall mean an event described in Section 4043(c)
of ERISA with respect to a Plan as to which the 30-day notice requirement has
not been waived by the PBGC.

            "Required Appraisal" shall have the meaning provided in Section
8.15(e).

            "Required Banks" shall mean Non-Defaulting Banks the sum of whose
outstanding Commitments (or after the termination thereof, outstanding Revolving
Loans and Adjusted Percentage of outstanding Swingline Loans and Letter of
Credit Outstandings) represent an amount equal to or greater than a majority of
the Adjusted Total Commitment (or after the termination thereof, the sum of the
then total outstanding Revolving Loans of all Non-Defaulting Banks, and the sum
of the Adjusted Percentages of all Non-Defaulting Banks of all outstanding
Swingline Loans and Letter of Credit Outstandings).


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<PAGE>


            "Restatement Effective Date" shall have the meaning provided in
Section 13.10.

            "Restricted Payments" shall have the meaning provided in Section
9.03.

            "Retained Amount" shall mean, for any fiscal year, an amount equal
to 5% of Consolidated Net Tangible Assets of the Company as at the end of the
preceding fiscal year.

            "Returns" shall have the meaning provided in Section 7.09.

            "Revolving Loans" shall have the meaning provided in Section
1.01(a).

            "Revolving Note" shall have the meaning provided in Section 1.05(a).

            "Scheduled Reduction" shall have the meaning provided in Section
3.03(c).

            "Section 4.04(b)(ii) Certificate" shall have the meaning provided in
Section 4.04(b).

            "Section 8.01(b) or (c) Financial Statements" shall mean the
financial statements delivered, or to be delivered, pursuant to Section 8.01(b)
or (c), together with their accompanying officer's certificate delivered, or to
be delivered, pursuant to Section 8.01(f).

            "Secured Creditors" shall mean the Banks (and the affiliates thereof
to the extent provided in the Security Documents), the Agents, the
Administrative Agent, the Collateral Agent and any Bank (or subsequent assignee
thereof) which on the date hereof is, or subsequently becomes, party to any
Interest Rate Protection or Other Hedging Agreement.

            "Secured Obligations" shall mean the Obligations under, and as
defined in, the Security Documents, but in any event including all Obligations
as defined herein.

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

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

            "Security Agreement Collateral" shall mean all "Collateral" as
defined in each of the Security Agreements.


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<PAGE>

            "Security Agreements" shall mean the Company Security Agreement, the
Subsidiaries Security Agreement and, after the execution and delivery thereof,
any additional security agreement executed pursuant to Section 8.14 or 8.15.


            "Security Documents" shall mean each Pledge Agreement, each Security
Agreement, each Mortgage and each Additional Security Document; provided that
after the date on which all the security interests granted pursuant to any of
the foregoing agreements shall terminate in accordance with the respective terms
of such agreement (and so long as the agreement no longer applies to
after-acquired collateral), such agreement shall cease to constitute a Security
Document hereunder.

            "Senior Notes" shall mean and include the 1999 Senior Notes and the
2000 Senior Notes.

            "Senior Subordinated Notes" shall mean the $250,000,000 aggregate
principal amount of the Company's 10-1/4% Senior Subordinated Notes due April 1,
2002.

            "Senior Subordinated Notes Defeasance" shall have the meaning
provided in the definition of Refinancing contained herein.

            "Senior Subordinated Notes Indenture" shall mean the Indenture,
dated as of April 1, 1992, by and between the Company and Norwest Bank
Minnesota, National Association, as trustee, as amended, modified or
supplemented from time to time pursuant to the terms of this Agreement.

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

            "Specified Subsidiary" shall mean each Subsidiary of the Company
other than Excluded Subsidiaries.

            "Standby Letter of Credit" shall have the meaning provided in
Section 2.01(a).

            "Start Date" shall mean, with respect to any Margin Adjustment
Period, the first day of such Margin Adjustment Period.

            "Stated Amount" of each Letter of Credit or Non-Facility Letter of
Credit shall, at any time, mean the maximum amount available to be drawn
thereunder (in each case determined without regard to whether any conditions to
drawing could then be met.)

            "Stemco" shall mean Stemco Inc., a Texas corporation which, on the
Restatement Effective Date is a Wholly-Owned Subsidiary of Garlock.


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            "Stemco Note" shall mean the Promissory Note, dated August 1, 1996,
in the principal amount of $375 million of Stemco in favor of Garlock, which
Promissory Note has been contributed to the Case Management Subsidiary pursuant
to the Garlock-Garrison Exchange Agreement.

            "Stock Option and Incentive Plan" shall mean the Company's 1992

Stock Option and Incentive Plan.

            "Subsidiaries Guaranty" shall have the meaning provided in Section
5.06.

            "Subsidiaries Pledge Agreement" shall have the meaning provided in
Section 5.08.

            "Subsidiaries Security Agreement" shall have the meaning provided in
Section 5.09.

            "Subsidiary" shall mean, as to any Person, (i) any corporation more
than 50% of whose stock of any class or classes having by the terms thereof
ordinary voting power to elect a majority of the directors of such corporation
(irrespective of whether or not at the time stock of any class or classes of
such corporation shall have or might have voting power by reason of the
happening of any contingency) is at the time owned by such Person and/or one or
more Subsidiaries of such Person and (ii) any partnership, association, joint
venture or other entity in which such Person and/or one or more Subsidiaries of
such Person has more than a 50% equity interest at the time.

            "Subsidiary Assignor" shall mean (i) each Domestic Subsidiary of the
Company in existence on the Restatement Effective Date other than Holdings,
Holley Automotive and Coltec Automotive (so long as the respective such Person
listed before this parenthetical remains an Inactive Subsidiary), Farnam Sealing
Systems Inc, Garlock Bearings Inc, Apollo Insurance Company, Salt Lick Railroad
Company, the Case Management Subsidiary and Anchor Packing and (ii) each
Domestic Subsidiary of the Company which becomes a party to the Subsidiaries
Security Agreement after the Restatement Effective Date in accordance with the
requirements of Section 8.14, 8.15 or 9.15.

            "Subsidiary Guarantor" shall mean (i) each Domestic Subsidiary of
the Company in existence on the Restatement Effective Date other than Holdings,
Holley Automotive and Coltec Automotive (so long as the respective such Person
listed before this parenthetical remains an Inactive Subsidiary), Farnam Sealing
Systems Inc, Garlock Bearings Inc, Apollo Insurance Company, Salt Lick Railroad
Company, the Case Management Subsidiary and Anchor Packing and, (ii) each
Domestic Subsidiary of the Company which becomes a party to the Subsidiaries
Guaranty pursuant to Section 8.14, 8.15 or 9.15.


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<PAGE>

            "Subsidiary Pledgor" shall mean (i) each Domestic Subsidiary of the
Company in existence on the Restatement Effective Date other than Holdings,
Holley Automotive and Coltec Automotive (so long as the respective such Person
listed before this parenthetical remains an Inactive subsidiary), Farnam Sealing
Systems Inc, Garlock Bearings Inc, Apollo Insurance Company, Salt Lick Railroad
Company, the Case Management Subsidiary and Anchor Packing and (ii) each
Domestic Subsidiary of the Company which becomes a party to the Subsidiaries
Pledge Agreement after the Restatement Effective Date in accordance with the
requirements of Section 8.14, 8.15 or 9.15.


            "Successful Consent Solicitation" shall have the meaning provided in
Section 5.17.

            "Swingline Expiry Date" shall mean the date which is two Business
Days prior to the Final Maturity Date.

            "Swingline Loan" shall have the meaning provided in Section 1.01(b).

            "Swingline Note" shall have the meaning provided in Section 1.05(c).

            "Syndication Agent" shall mean The Chase Manhattan Bank, it its
capacity as Syndication Agent for the Banks hereunder.

            "Syndication Date" shall have the meaning provided in Section
1.01(a).

            "Tax Sharing Agreements" shall have the meaning provided in Section
5.05.

            "Taxes" shall have the meaning provided in Section 4.04.

            "Tender Offer" shall have the meaning provided in Section 5.17.

            "Tender Offer/Consent Solicitation" shall have the meaning provided
in Section 5.17.

            "Test Date" shall mean, on the date of any determination of the
Leverage Ratio, the last day of the fiscal quarter of the Company most recently
ended prior to the date of determination.

            "Total Commitment" shall mean, at any time, the sum of the
Commitments of each of the Banks at such time.

            "Total Unutilized Commitment" shall mean, at any time, an amount
equal to the remainder of (x) the then Total Commitment, less (y) the sum of the
aggregate principal amount of Revolving Loans and Swingline Loans then
outstanding and the then aggregate amount of Letter of Credit Outstandings.


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            "Trade Letter of Credit" shall have the meaning provided in Section
2.01(a).

            "Trade Letter of Credit Outstandings" shall mean, at any time, the
sum of (i) the then aggregate Stated Amount of all outstanding Trade Letters of
Credit and (ii) the amount of all Unpaid Drawings with respect to Trade Letters
of Credit at such time.

            "Tranche" shall mean the respective facility and commitments
utilized in making Loans hereunder, with their being two separate Tranches,
i.e., Revolving Loans and Swingline Loans.


            "2000 Senior Notes" shall mean the $200,000,000 aggregate principal
amount of the Company's 9-3/4% Senior Notes due April 1, 2000.

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

            "UCC" shall mean the Uniform Commercial Code as from time to time in
effect in the relevant jurisdiction.

            "Unfunded Current Liability" of any Plan means the amount, if any,
by which the actuarial present value of the accumulated plan benefits under the
Plan as of the close of its most recent plan year, determined in accordance with
Statement of Financial Accounting Standards No. 87, based upon the actuarial
assumptions used by the Plan's actuary in the most recent annual valuation of
the Plan, exceeds the fair market value of the assets allocable thereto,
determined in accordance with Section 412 of the Code.

            "United States" and "U.S." shall each mean the United States of
America.

            "Unpaid Drawing" shall have the meaning provided for in Section
2.04(a).

            "Unutilized Commitment" with respect to any Bank, at any time, shall
mean such Bank's Commitment at such time less the sum of (x) the aggregate
outstanding principal amount of all Revolving Loans made by such Bank at such
time and (y) such Bank's Adjusted Percentage of the aggregate amount of Letter
of Credit Outstandings at such time.

            "U.S. Dollar Equivalent" shall mean, with respect to any monetary
amount in a currency other than U.S. Dollars, at any time for the determination
thereof, the amount of U.S. Dollars obtained by converting the amount of such
other currency involved in such computation into U.S. Dollars at the spot rate
at which such other currency is offered for sale to the Administrative Agent
against delivery of U.S. Dollars by the Administrative Agent at approximately
11:00 a.m. (New York time) on the date of determination thereof. If for any
reason the U.S. Dollar Equivalent cannot be calculated as provided above, the
Administrative Agent shall calculate the U.S. Dollar Equivalent on such basis as
it deems fair and equitable.


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<PAGE>

            "Voting Stock" shall have the meaning provided in the definition of
"Change of Control."

            "Walbar Canada Special Charge" shall mean the $27,000,000 special
charge taken by the Company in the third quarter of fiscal year 1995, which
charge related to the closing of the Walbar Compressor Blade Facility in Canada
in 1996.

            "Wholly-Owned Subsidiary" shall mean, as to any Person, (i) any

corporation 100% of whose capital stock (other than director's qualifying
shares) is at the time owned by such Person and/or one or more Wholly-Owned
Subsidiaries of such Person and (ii) any partnership, association, joint venture
or other entity in which such Person and/or one or more Wholly-Owned
Subsidiaries of such Person has a 100% equity interest at such time.

            Section 12. The Agents.

                  12.01 Appointment. The Banks hereby designate Bankers Trust
Company as Administrative Agent (for purposes of this Section 12, the term
"Administrative Agent" and "Agent" shall include Bankers Trust Company in its
capacity as Collateral Agent pursuant to the Security Documents), Bank of
America Illinois as Documentation Agent and The Chase Manhattan Bank as
Syndication Agent, in each case to act as specified herein and in the other
Credit Documents. Each Bank hereby irrevocably authorizes, and each holder of
any Note by the acceptance of such Note shall be deemed irrevocably to
authorize, the Administrative Agent, the Documentation Agent and the Syndication
Agent to take such action on its behalf under the provisions of this Agreement,
the other Credit Documents and any other instruments and agreements referred to
herein or therein and to exercise such powers and to perform such duties
hereunder and thereunder as are specifically delegated to or required of the
Administrative Agent, the Documentation Agent or the Syndication Agent by the
terms hereof and thereof and such other powers as are reasonably incidental
thereto. Each of the Agents may perform any of its duties hereunder by or
through its respective officers, directors, agents, employees or affiliates.

                  12.02 Nature of Duties. The Administrative Agent shall not
have any duties or responsibilities except those expressly set forth in this
Agreement and the Security Documents. The Documentation Agent and the
Syndication Agent, as such, shall not have any duties or responsibilities under
this Agreement or any Security Document or any other document or matter related
thereto. None of the Agents nor any of their respective officers, directors,
agents, employees or affiliates shall be liable for any action taken or omitted
by it or them hereunder or under any other Credit Document or in connection
herewith or therewith, unless caused by its or their gross negligence or willful
misconduct. The duties of the Agents shall be mechanical and administrative in
nature; the Agents shall not have by reason of this Agreement or any other
Credit Document a fiduciary relationship in respect of any Bank or the holder of
any Note; and nothing in this 


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<PAGE>

Agreement or any other Credit Document, expressed or implied, is intended to or
shall be so construed as to impose upon any Agent any obligations in respect of
this Agreement or any other Credit Document except as expressly set forth herein
or therein.

                  12.03 Lack of Reliance on the Agents. Independently and
without reliance upon any Agent, each Bank and the holder of each Note, to the
extent it deems appropriate, has made and shall continue to make (i) its own
independent investigation of the financial condition and affairs of the Company
and its Subsidiaries and the other Credit Parties in connection with the making

and the continuance of the Loans and the issuance and assumption of the Letters
of Credit and the taking or not taking of any action in connection herewith and
(ii) its own appraisal of the creditworthiness of the Company and the issuance
and assumption of the Letters of Credit and the other Credit Parties and, except
as expressly provided in this Agreement, no Agent shall have any duty or
responsibility, either initially or on a continuing basis, to provide any Bank
or the holder of any Note with any credit or other information with respect
thereto, whether coming into its possession before the making of the Loans or
the issuance and assumption of the Letters of Credit or at any time or times
thereafter. No Agent or any of its respective affiliates nor any of its
respective officers, directors, agents or employees shall be responsible to any
Bank or the holder of any Note for any recitals, statements, information,
representations or warranties herein or in any document, certificate or other
writing delivered in connection herewith or for the execution, effectiveness,
genuineness, validity, enforceability, perfection, collectability, priority or
sufficiency of this Agreement or any other Credit Document or the financial
condition of the Company or its Subsidiaries or any other Credit Party or be
required to make any inquiry concerning either the performance or observance of
any of the terms, provisions or conditions of this Agreement or any other Credit
Document, or the financial condition of the Company or its Subsidiaries or any
other Credit Party or the existence or possible existence of any Default or
Event of Default.

                  12.04 Certain Rights of the Administrative Agent. If the
Administrative Agent shall request instructions from the Required Banks with
respect to any act or action (including failure to act) in connection with this
Agreement or any other Credit Document, the Administrative Agent shall be
entitled to refrain from such act or taking such action unless and until the
Administrative Agent shall have received instructions from the Required Banks;
and the Administrative Agent shall not incur liability to any Person by reason
of so refraining. Without limiting the foregoing, no Bank or the holder of any
Note shall have any right of action whatsoever against the Administrative Agent
as a result of the Administrative Agent acting or refraining from acting
hereunder or under any other Credit Document in accordance with the instructions
of the Required Banks.

                  12.05 Reliance. The Administrative Agent shall be entitled to
rely, and shall be fully protected in relying, upon any note, writing,
resolution, notice, statement, certificate, telex, teletype or telecopier
message, cablegram, radiogram, order or other document or telephone message
signed, sent or made by any Person that the Administrative 


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<PAGE>

Agent believed to be the proper Person, and, with respect to all legal matters
pertaining to this Agreement and any other Credit Document and its duties
hereunder and thereunder, upon advice of counsel selected by the Administrative
Agent.

                  12.06 Indemnification. To the extent any Agent is not
reimbursed and indemnified by the Company the Banks will reimburse and indemnify
such Agent, in proportion to their respective "percentages" as used in

determining the Required Banks, for and against any and all liabilities,
obligations, losses, damages, penalties, claims, actions, judgments, suits,
costs, expenses or disbursements of whatsoever kind or nature which may be
imposed on, asserted against or incurred by such Agent in performing its duties
hereunder or under any other Credit Document, in any way relating to or arising
out of this Agreement or any other Credit Document; provided that no Bank shall
be liable for any portion of such liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses or disbursements resulting
from such Agent's gross negligence or willful misconduct.

                  12.07 The Agents in their Individual Capacities. With respect
to their obligation to make Loans under this Agreement and to issue, assume or
participate in Letters of Credit, each Agent shall have the rights and powers
specified herein for a "Bank" and may exercise the same rights and powers as
though it were not performing the duties specified herein; and the term "Banks,"
"Required Banks," "holders of Notes" or any similar terms shall, unless the
context clearly otherwise indicates, include the Agents in their individual
capacities. Each Agent may accept deposits from, lend money to, and generally
engage in any kind of banking, trust or other business with any Credit Party or
any Affiliate of any Credit Party as if it were not performing the duties
specified herein, and may accept fees and other consideration from the Company
or any other Credit Parties for services in connection with this Agreement and
otherwise without having to account for the same to the Banks.

                  12.08 Holders. The Administrative Agent may deem and treat the
payee of any Note as the owner thereof for all purposes hereof unless and until
a written notice of the assignment, transfer or endorsement thereof, as the case
may be, shall have been filed with the Administrative Agent. Any request,
authority or consent of any Person who, at the time of making such request or
giving such authority or consent, is the holder of any Note shall be conclusive
and binding on any subsequent holder, transferee, assignee or indorsee, as the
case may be, of such Note or of any Note or Notes issued in exchange therefor.

                  12.09 Resignation by the Agents. (a) The Administrative Agent
may resign from the performance of all its functions and duties hereunder and/or
under the other Credit Documents at any time by giving 15 Business Days' prior
written notice to the Company and the Banks. Such resignation shall take effect
upon the appointment of a successor Administrative Agent pursuant to clauses (b)
and (c) below or as otherwise provided below.


                                      113
<PAGE>

                  (b) Upon any such notice of resignation, the Banks shall
appoint a successor Administrative Agent hereunder or thereunder who shall be a
commercial bank or trust company reasonably acceptable to the Company (it being
understood and agreed that any Bank is deemed to be acceptable to the Company).

                  (c) If a successor Administrative Agent shall not have been so
appointed within such 15 Business Day period, the respective Agent, with the
consent of the Company, shall then appoint a commercial bank or trust company
with capital and surplus of not less than $500 million to serve as
Administrative Agent hereunder or thereunder until such time, if any, as the

Banks appoint a successor Administrative Agent as provided above.

                  (d) If no successor Administrative Agent has been appointed
pursuant to clause (b) or (c) above by the 30th Business Day after the date such
notice of resignation was given by the Administrative Agent, the Administrative
Agent's resignation shall become effective and the Banks shall thereafter
perform all the duties of the Administrative Agent hereunder and/or under any
other Credit Document until such time, if any, as the Banks appoint a successor
Agent as provided above.

                  (e) The Documentation Agent, as such, may resign at any time
by giving 5 Business Days' prior written notice to the Banks. Such resignation
shall take effect on the end of such five Business Day period.

                  (f) The Syndication Agent, as such, may resign at any time by
giving 5 business Days' prior written notice to the Banks. Such resignation
shall take effect at the end of such five Business Day period.

            Section 13. Miscellaneous.

                  13.01 Payment of Expenses, etc. The Company shall: (i) whether
or not the transactions herein contemplated are consummated, pay all reasonable
out-of-pocket costs and expenses of the Administrative Agent (including, without
limitation, the reasonable fees and disbursements of White & Case and local
counsel) in connection with the preparation, execution and delivery of this
Agreement and the other Credit Documents and the documents and instruments
referred to herein and therein and any amendment, waiver or consent relating
hereto or thereto, of the Agents in connection with their respective syndication
efforts with respect to this Agreement and of the Administrative Agent, and each
of the Banks in connection with the enforcement of this Agreement and the other
Credit Documents and the documents and instruments referred to herein and
therein (including, without limitation, the reasonable fees and disbursements of
counsel for each of the Agents and for each of the Banks); (ii) pay and hold
each of the Banks harmless from and against any and all present and future
stamp, excise and other similar taxes with respect to the foregoing matters and
save each of the Banks harmless from and against any and all liabilities with
respect to or resulting from any delay or omission (other 


                                      114
<PAGE>

than to the extent attributable to such Bank) to pay such taxes; and (iii)
indemnify each Agent, and each Bank, and each of their respective officers,
directors, employees, representatives and agents, from and hold each of them
harmless against any and all liabilities, obligations (including removal,
remedial or corrective actions), losses, damages, penalties, claims, actions,
judgments, suits, costs, expenses and disbursements incurred by, imposed on or
assessed against any of them as a result of, or arising out of, or in any way
related to, or by reason of, (a) any investigation, litigation or other
proceeding (whether or not any Agent or any Bank is a party thereto) related to
the entering into and/or performance of this Agreement or any other Credit
Document or the use of any Letter of Credit or the proceeds of any Loans
hereunder or the consummation of any transactions contemplated herein

(including, without limitation, the Refinancing) or in any other Credit Document
or the exercise or preservation of any of their rights or remedies provided
herein or in the other Credit Documents, or (b) the actual or alleged presence
of Hazardous Materials in the air, surface water or groundwater or on the
surface or subsurface of any Real Property owned or at any time operated by the
Company or any of its Subsidiaries, the generation, storage, transportation,
handling or disposal of Hazardous Materials at any location, whether or not
owned or operated by the Company, the non-compliance of any Real Property with
foreign, federal, state and local laws, regulations, and ordinances (including
applicable permits thereunder) applicable to any Real Property, or any
Environmental Claim asserted against the Company, any of its Subsidiaries or any
Real Property owned or at any time operated by the Company or any of its
Subsidiaries, including, in each case, without limitation, the reasonable fees
and disbursements of counsel and other consultants incurred in connection with
any such investigation, litigation or other proceeding (but excluding any such
losses, liabilities, claims, damages or expenses to the extent incurred by
reason of the gross negligence or willful misconduct of the Person to be
indemnified).

                  13.02 Right of Setoff. In addition to any rights now or
hereafter granted under applicable law or otherwise, and not by way of
limitation of any such rights, upon the occurrence of an Event of Default, each
Bank is hereby authorized at any time or from time to time, without presentment,
demand, protest or other notice of any kind to any Credit Party or to any other
Person, any such notice being hereby expressly waived, to set off and to
appropriate and apply any and all deposits (general or special) and any other
Indebtedness at any time held or owing by such Bank (including, without
limitation, by branches and agencies of such Bank wherever located) to or for
the credit or the account of each Credit Party against and on account of the
Obligations and liabilities of such Credit Party to such Bank under this
Agreement or under any of the other Credit Documents, including, without
limitation, all interests in Obligations purchased by such Bank pursuant to
Section 13.06(b), and all other claims of any nature or description arising out
of or connected with this Agreement or any other Credit Document, irrespective
of whether or not such Bank shall have made any demand hereunder and although
said Obligations, liabilities or claims, or any of them, shall be contingent or
unmatured.


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                  13.03 Notices. Except as otherwise expressly provided herein,
all notices and other communications provided for hereunder shall be in writing
(including telegraphic, telex, telecopier or cable communication) and mailed,
telegraphed, telexed, telecopied, cabled or delivered: if to any Credit Party,
at the Company's address specified opposite its signature below; if to any Bank,
at its address specified on Schedule IX attached hereto; and if to the
Administrative Agent, at its Notice Office; or, as to any Credit Party or the
Administrative Agent, at such other address as shall be designated by such party
in a written notice to the other parties hereto and, as to each Bank, at such
other address as shall be designated by such Bank in a written notice to the
Company and the Administrative Agent. All such notices and communications shall,
when mailed, telegraphed, telexed, telecopied, or cabled or sent by overnight

courier, be effective when deposited in the mails, delivered to the telegraph
company, cable company or overnight courier, as the case may be, or sent by
telex or telecopier, except that notices and communications to the Company and
to the Administrative Agent shall not be effective until received by the Company
or the Administrative Agent, as the case may be.

                  13.04 Benefit of Agreement. (a) This Agreement shall be
binding upon and inure to the benefit of and be enforceable by the respective
successors and assigns of the parties hereto; provided, however, no Credit Party
may assign or transfer any of its rights, obligations or interest hereunder or
under any other Credit Document without the prior written consent of the Banks
and; provided further, that, although any Bank may transfer or grant
participations in its rights hereunder, such Bank shall remain a "Bank" for all
purposes hereunder (and may not transfer or assign all or any portion of its
Commitments hereunder except as provided in Section 13.04(b)) and the
transferee, assignee or participant, as the case may be, shall not constitute a
"Bank" hereunder and; provided further, that no Bank shall transfer or grant any
participation under which the participant shall have rights to approve any
amendment to or waiver of this Agreement or any other Credit Document except to
the extent such amendment or waiver would (i) extend the final maturity of any
Loan, Note or Letter of Credit (unless such Letter of Credit is not extended
beyond the Final Maturity Date) in which such participant is participating, or
reduce the rate or extend the time of payment of interest or Fees thereon
(except in connection with a waiver of applicability of any post-default
increase in interest rates) or reduce the principal amount thereof, or increase
the amount of the participant's participation over the amount thereof then in
effect (it being understood that a waiver of any Default or Event of Default or
of a mandatory reduction in the Total Commitment shall not constitute a change
in the terms of such participation, and that an increase in any Commitment shall
be permitted without the consent of any participant if the participant's
participation is not increased as a result thereof), (ii) consent to the
assignment or transfer by the Company of any of its rights and obligations under
this Agreement or (iii) release all or substantially all of the Collateral under
all of the Security Documents (except as expressly provided in the Credit
Documents) supporting the Loans hereunder in which such participant is
participating. In the case of any such participation, the participant shall not
have any rights under this Agreement or any of the other Credit Documents (the


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participant's rights against such Bank in respect of such participation to be
those set forth in the agreement executed by such Bank in favor of the
participant relating thereto) and all amounts payable by the Company hereunder
shall be determined as if such Bank had not sold such participation.

                  (b) Notwithstanding the foregoing, any Bank (or any Bank
together with one or more other Banks) may (x) (A) pledge its Loans and/or Notes
hereunder to a Federal Reserve Bank in support of borrowings made by such Bank
from such Federal Reserve Bank or (B) assign all or a portion of its Commitments
and related outstanding Obligations hereunder to its parent company and/or any
affiliate of such Bank which is at least 50% owned by such Bank or its parent
company or to one or more other Banks or (y) assign all, or if less than all, a

portion equal to at least $5,000,000 in the aggregate for the assigning Bank or
assigning Banks of such Commitments and related outstanding Obligations
hereunder to one or more Eligible Transferees, each of which assignees shall
become a party to this Agreement as a Bank by execution of an Assignment and
Assumption Agreement (appropriately completed); provided that, (i) at such time
Schedule I shall be deemed modified to reflect the Commitments of such new Bank
and of the existing Banks, (ii) new Notes will be issued to such new Bank and to
the assigning Bank upon the request of such new Bank or assigning Bank, such new
Notes to be in conformity with the requirements of Section 1.05 to the extent
needed to reflect the revised Commitments; provided, that the Company shall not
be obligated to execute any new Note or replacement Note until it has received
the original Note or Notes issued by the Company to the assigning Bank or an
indemnity with respect to such original Notes, which indemnity shall be
reasonably satisfactory to the Company, (iii) the consent of the Administrative
Agent shall be required in connection with any assignment, which consent shall
not be unreasonably withheld, (iv) the consent of the Company shall be required
in connection with any assignment, which consent shall not be unreasonably
withheld and (v) the Administrative Agent shall receive at the time of each such
assignment (but not in connection with any pledge to a Federal Reserve Bank),
from the assigning Bank, the payment of a non-refundable assignment fee of
$3,500, provided that in the case of an assignment by a Bank to another Bank,
such assignment fee shall be $1,500. To the extent of any assignment pursuant to
this Section 13.04(b), the assigning Bank shall be relieved of its obligations
hereunder with respect to its assigned Commitments. After receipt of notice of
any assignment pursuant to this Section 13.04(b) the Administrative Agent shall
give notice thereof to the Company. To the extent that at the time of any
assignment pursuant to this Section 13.04(b) to a Person not already a Bank
hereunder, if the Person purchasing such assignment (the "Assignee") would be
entitled to charge the Company for increased costs under Section 1.10, or for
the reimbursement of Taxes pursuant to Section 4.04, in either case in excess of
the aggregate such amounts permitted to be charged by the assigning Bank
immediately prior to such assignment (which differences may arise because of
differences between the Assignee and the assigning Bank, or because of the
different laws, treaties or regulations, or interpretations thereof, applicable
to such Persons), the Company shall not be obligated to pay such excess
increased costs or Taxes, 


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it being understood and agreed, however, that the Company shall be obligated to
pay to such Assignee all other increased costs or Taxes which are otherwise
required to be reimbursed pursuant to said Sections 1.10 and 4.04 (including,
without limitation, all such increased costs or Taxes payable as a result of
events occurring after the date of the respective assignment). At the time of
each assignment pursuant to this Section 13.04(b) to a Person which is not
already a Bank hereunder and which is not a United States person (as such term
is defined in Section 7701(a)(30) of the Code) for Federal income tax purposes,
the respective Assignee shall, to the extent legally entitled to do so, provide
to the Company (x) in the case of a Bank described in clause (i) of Section
4.04(b), the forms described in such clause (i) and (y) in the case of a Bank
described in clause (ii) of Section 4.04(b), the forms described in such clause
(ii).


                  13.05 No Waiver; Remedies Cumulative. No failure or delay on
the part of the Administrative Agent, the Collateral Agent, any other Agent or
any Bank or any holder of any Note in exercising any right, power or privilege
hereunder or under any other Credit Document and no course of dealing between
the Company or any other Credit Party and any of the Agents or any Bank or the
holder of any Note shall operate as a waiver thereof; nor shall any single or
partial exercise of any right, power or privilege hereunder or under any other
Credit Document preclude any other or further exercise thereof or the exercise
of any other right, power or privilege hereunder or thereunder. The rights,
powers and remedies herein or in any other Credit Document expressly provided
are cumulative and not exclusive of any rights, powers or remedies which the
Administrative Agent, the Collateral Agent, any other Agent or any Bank or the
holder of any Note would otherwise have. No notice to or demand on any Credit
Party in any case shall entitle any Credit Party to any other or further notice
or demand in similar or other circumstances or constitute a waiver of the rights
of the Administrative Agent, the Collateral Agent, any other Agent or any Bank
or the holder of any Note to any other or further action in any circumstances
without notice or demand.

                  13.06 Payments Pro Rata. (a) The Administrative Agent agrees
that promptly after its receipt of each payment from or on behalf of the Company
in respect of any Obligations hereunder, it shall distribute such payment to the
Banks pro rata based upon their respective shares, if any, of the Obligations
with respect to which such payment was received.

                  (b) Each of the Banks agrees that, if it should receive any
amount hereunder (whether by voluntary payment, by realization upon security, by
the exercise of the right of setoff or banker's lien, by counterclaim or cross
action, by the enforcement of any right under the Credit Documents, or
otherwise), which is applicable to the payment of the principal of, or interest
on, the Loans, Unpaid Drawings or regularly accruing Fees, of a sum which with
respect to the related sum or sums received by other Banks is in a greater
proportion than the total of such Obligation then owed and due to such Bank
bears to the total of such Obligation then owed and due to all of the Banks
immediately prior to such receipt, then such Bank receiving such excess payment
shall 


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purchase for cash without recourse or warranty from the other Banks an interest
in the Obligations of the respective Credit Party to such Banks in such amount
as shall result in a proportional participation by all the Banks in such amount;
provided that if all or any portion of such excess amount is thereafter
recovered from such Bank, such purchase shall be rescinded and the purchase
price restored to the extent of such recovery, but without interest.

                  (c) Notwithstanding anything to the contrary contained herein,
the provisions the preceding Sections 13.06(a) and (b) shall be subject to the
express provisions of this Agreement which require, or permit, differing
payments to be made to Non-Defaulting Banks as opposed to Defaulting Banks.


                  13.07 Calculations; Computations. (a) The financial statements
to be furnished to the Banks pursuant hereto shall be made and prepared in
accordance with generally accepted accounting principles in the United States
consistently applied throughout the periods involved (except, in the case of the
generally accepted accounting principles, as set forth in the notes thereto or
as otherwise disclosed in writing by the Company to the Banks); provided that,
except as otherwise specifically provided herein, all computations determining
compliance with Sections 9.03, 9.07, 9.08, 9.09 and 9.10 and the Applicable
Commitment Commission Percentage and the Applicable Margin shall utilize
accounting principles and policies in conformity with those used to prepare the
historical financial statements delivered to the Banks pursuant to Section
7.05(a).

                  (b) All computations of (x) interest in respect of Eurodollar
Rate Loans hereunder shall be made on the basis of a year of 360 days for the
actual number of days (including the first day but excluding the last day)
occurring in the period for which such interest is payable and (y) interest in
respect of Base Rate Loans and Fees hereunder shall be made on the basis of a
year of 365 or 366 days, as the case may be, for the actual number of days
(including the first day but excluding the last day) occurring in the period for
which such interest or Fees are payable.

                  (c) To the extent that the determination of compliance with
any of the covenants contained in this Agreement requires the conversion into
U.S. Dollars of a currency other than U.S. Dollars, then such conversion shall
be made based upon the U.S. Dollar Equivalent of the amount of such other
currency as determined on the date of each new incurrence, creation, sale,
transfer, disposition, expenditure or other similar event (each an
"incurrence"), as the case may be, pursuant to the respective covenant (with all
such items theretofore incurred to be recalculated based upon such conversion
rate); provided, however, that at no time shall there exist a violation of any
such covenant, based on prior incurrences, solely as a result in changes in
conversion rates (although said changes in conversion rates shall affect the
availability of basket amounts for incurrences on the date of each such
recalculation).


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                  13.08 GOVERNING LAW; SUBMISSION TO JURISDICTION; VENUE; WAIVER
OF JURY TRIAL. (a) THIS AGREEMENT AND THE OTHER CREDIT DOCUMENTS AND THE RIGHTS
AND OBLIGATIONS OF THE PARTIES HEREUNDER AND THEREUNDER SHALL, EXCEPT AS
OTHERWISE EXPRESSLY PROVIDED IN ANY OTHER CREDIT DOCUMENT, BE CONSTRUED IN
ACCORDANCE WITH AND BE GOVERNED BY THE LAW OF THE STATE OF NEW YORK. ANY LEGAL
ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENT
MAY, TO THE EXTENT PERMITTED BY APPLICABLE LAW, BE BROUGHT IN THE COURTS OF THE
STATE OF NEW YORK OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF NEW YORK,
AND, BY EXECUTION AND DELIVERY OF THIS AGREEMENT, THE COMPANY HEREBY IRREVOCABLY
ACCEPTS FOR ITSELF AND IN RESPECT OF ITS PROPERTY, GENERALLY AND
UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID COURTS. THE COMPANY HEREBY
IRREVOCABLY DESIGNATES, APPOINTS AND EMPOWERS CT CORPORATION SYSTEM, WITH
OFFICES ON THE DATE HEREOF AT 1633 BROADWAY, NEW YORK, NEW YORK 10019, AS ITS
DESIGNEE, APPOINTEE AND AGENT TO RECEIVE, ACCEPT AND ACKNOWLEDGE FOR AND ON ITS

BEHALF, AND IN RESPECT OF ITS PROPERTY, SERVICE OF ANY AND ALL LEGAL PROCESS,
SUMMONS, NOTICES AND DOCUMENTS WHICH MAY BE SERVED IN ANY SUCH ACTION OR
PROCEEDING. IF FOR ANY REASON SUCH DESIGNEE, APPOINTEE AND AGENT SHALL CEASE TO
BE AVAILABLE TO ACT AS SUCH, THE COMPANY AGREES TO DESIGNATE A NEW DESIGNEE,
APPOINTEE AND AGENT IN NEW YORK CITY ON THE TERMS AND FOR THE PURPOSES OF THIS
PROVISION SATISFACTORY TO THE ADMINISTRATIVE AGENT UNDER THIS AGREEMENT. THE
COMPANY FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OUT OF ANY OF THE
AFOREMENTIONED COURTS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES
THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO THE COMPANY AT ITS
ADDRESS SET FORTH OPPOSITE ITS SIGNATURE BELOW, SUCH SERVICE TO BECOME EFFECTIVE
30 DAYS AFTER SUCH MAILING. NOTHING HEREIN SHALL AFFECT THE RIGHT OF THE AGENTS
UNDER THIS AGREEMENT, ANY BANK OR THE HOLDER OF ANY NOTE TO SERVE PROCESS IN ANY
OTHER MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE
PROCEED AGAINST ANY CREDIT PARTY IN ANY OTHER JURISDICTION.

                  (b) THE COMPANY HEREBY IRREVOCABLY WAIVES ANY OBJECTION WHICH
IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY OF THE AFORESAID
ACTIONS OR PROCEEDINGS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR
ANY OTHER CREDIT DOCUMENT BROUGHT IN THE COURTS REFERRED TO IN CLAUSE (a) ABOVE
AND HEREBY FURTHER IRREVOCABLY WAIVES AND 


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<PAGE>

AGREES NOT TO PLEAD OR CLAIM IN ANY SUCH COURT THAT ANY SUCH ACTION OR
PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

                  (c) EACH OF THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY
WAIVES ANY RIGHT IT MAY HAVE TO TRIAL BY JURY IN ANY COURT OR JURISDICTION,
INCLUDING WITHOUT LIMITATION THOSE REFERRED TO IN CLAUSE (a) ABOVE, IN RESPECT
OF ANY MATTER ARISING OUT OF OR RELATING TO THIS AGREEMENT AND THE OTHER CREDIT
DOCUMENTS.

                  13.09 Counterparts. This Agreement may be executed in any
number of counterparts and by the different parties hereto on separate
counterparts, each of which when so executed and delivered shall be an original,
but all of which shall together constitute one and the same instrument. A set of
counterparts executed by all the parties hereto shall be lodged with the Company
and the Administrative Agent.

                  13.10 Effectiveness; Funding by New and Continuing Banks. (a)
This Agreement shall become effective on the date (the "Restatement Effective
Date") and at the time on which (i) each of the Company, the Required Banks
(determined immediately prior to the occurrence of the Restatement Effective
Date and without giving effect thereto), each Continuing Bank and each New Bank
shall have signed a counterpart hereof (whether the same or different
counterparts) and shall have delivered (including by way of facsimile device)
the same to the Administrative Agent at its Notice Office and (ii) the
conditions contained in Sections 5, 6 and 13.10(b) are met to the satisfaction
of the Administrative Agent and the Required Banks (determined immediately after
the occurrence of the Restatement Effective Date). Unless the Administrative
Agent has received actual notice from any Bank that the conditions contained in
Sections 5 and 6 have not been met to its satisfaction, upon the satisfaction of

the condition described in clause (i) of the immediately preceding sentence and
upon the Administrative Agent's good faith determination that the conditions
described in clause (ii) of the immediately preceding sentence have been met,
then the Restatement Effective Date shall have been deemed to have occurred,
regardless of any subsequent determination that one or more of the conditions
thereto had not been met (although the occurrence of the Restatement Effective
Date shall not release the Company from any liability for failure to satisfy one
or more of the applicable conditions contained in Section 5 or 6). The
Administrative Agent will give the Company and each Bank prompt written notice
of the occurrence of the Restatement Effective Date.

                  (b) On the Restatement Effective Date, each New Bank and
Continuing Bank shall have delivered to the Administrative Agent for the account
of the Company an amount equal to (i) in the case of each New Bank, the
Revolving Loans to be made by such New Bank on the Restatement Effective Date
and (ii) in the case of each Continuing Bank, the amount by which the Revolving
Loans to be made by such 


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<PAGE>

Continuing Bank on the Restatement Effective Date exceed the amount of the
Original Loans of such Continuing Bank outstanding on the Restatement Effective
Date. Notwithstanding anything to the contrary contained in this Section
13.10(b), in satisfying the foregoing condition, unless the Administrative Agent
shall have been notified by any Bank prior to the occurrence of the Restatement
Effective Date that such Bank does not intend to make available to the
Administrative Agent such Bank's Revolving Loans required to be made by it on
such date, then the Administrative Agent may, in reliance on such assumption,
make available to the Company the corresponding amounts in accordance with the
provisions of Section 1.04 of this Agreement, and the making available by the
Administrative Agent of such amounts shall satisfy the condition contained in
this Section 13.10(b).

                  13.11 Headings Descriptive. The headings of the several
sections and subsections of this Agreement are inserted for convenience only and
shall not in any way affect the meaning or construction of any provision of this
Agreement.

                  13.12 Amendment or Waiver. (a) Neither this Agreement nor any
other Credit Document nor any terms hereof or thereof may be changed, waived,
discharged or terminated unless such change, waiver, discharge or termination is
in writing signed by the respective Credit Parties party thereto and the
Required Banks; provided that no such change, waiver, discharge or termination
shall, without the consent of each Bank (other than a Defaulting Bank) (with
Obligations of the respective types in the case of following clause (i)), (i)
extend the final maturity of any Loan or Note or any portion thereof or extend
the stated maturity of any Letter of Credit beyond the Final Maturity Date, or
reduce the rate (it being understood that any amendment or modification to the
financial definitions in this Agreement shall not constitute a reduction in the
rate of interest or Fees for purposes of this clause (i)) or extend the time of
payment of interest or Fees thereon, or reduce the principal amount thereof,
(ii) release all or substantially all of the Collateral under all of the

Security Documents (except as expressly provided in the respective Security
Documents); provided that such release of Collateral may be effected by only the
Required Banks if at the time of such release the Company's Rated Indebtedness
shall be rated at least BBB- by S&P and Baa3 by Moody's, (iii) amend, modify or
waive any provision of this Section 13.12, (iv) reduce the percentage specified
in the definition of Required Banks (it being understood that, with the consent
of the Required Banks, additional extensions of credit pursuant to this
Agreement may be included in the determination of the Required Banks on
substantially the same basis as the Commitments and extensions of credit
pursuant thereto are included on the Restatement Effective Date) or (v) consent
to the assignment or transfer by the Company of any of its rights and
obligations under this Agreement; provided further, that no such change, waiver,
discharge or termination shall (u) increase the Commitment of any Bank over the
amount thereof then in effect (it being understood that waivers or modifications
of any condition precedent, covenants, Default or Event of Default or of a
mandatory reduction in the Total Commitment shall not constitute an increase of
the Commitment of any Bank, and that an increase in the available portion of any
Commitment of any Bank shall not constitute an 


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increase in the Commitment of such Bank), without the consent of such Bank, (v)
without the consent of each Issuing Bank affected thereby, amend, modify or
waive any provision of Section 2 or alter its rights or obligations with respect
to Letters of Credit, (w) without the consent of BTCo alter its rights or
obligations with respect to Swingline Loans, (x) without the consent of the
Administrative Agent, amend, modify or waive any provision of Section 12 or any
other provision relating to the rights or obligations of the Administrative
Agent, (y) without the consent of the Collateral Agent, amend, modify or waive
any provision relating to the rights or obligations of the Collateral Agent and
(z) without the consent of the respective other Agent, increase the duties of
any other Agent or decrease the indemnities provided to such Agent.

                  (b) If, in connection with any proposed change, waiver,
discharge or termination to any of the provisions of this Agreement as
contemplated by clause (a)(i) through (v), inclusive, of this Section 13.12, the
consent of the Required Banks is obtained but the consent of one or more of such
other Banks whose consent is required is not obtained, then the Company shall
have the right to replace each such non-consenting Bank or Banks (so long as all
non-consenting Banks are so replaced) with one or more Replacement Banks
pursuant to Section 1.12 so long as at the time of such replacement, each such
Replacement Bank consents to the proposed change, waiver, discharge or
termination; provided that the Company shall not have the right to replace a
Bank solely as a result of the exercise of such Bank's rights (and the
withholding of any required consent by such Bank) pursuant to the second proviso
to Section 13.12(a).

                  (c) Notwithstanding anything to the contrary contained above
in this Section 13.12, the Collateral Agent may enter into amendments to the
Subsidiaries Guaranty and the Security Documents for the purpose of adding
additional Subsidiaries of the Company (or other Credit Parties) as parties
thereto.


                  13.13 Survival. All indemnities set forth herein including,
without limitation, in Sections 1.10, 1.11, 2.04, 2.05, 4.04, 12.06 and 13.01
shall survive the execution, delivery and termination of this Agreement and the
Notes and the making and repayment of the Loans. Notwithstanding the occurrence
of the Restatement Effective Date, (x) all indemnities set forth in the Original
Credit Agreement for the benefit of the Existing Banks and the Existing Agents
shall survive in accordance with the terms thereof and (y) all indemnities set
forth in the Original Credit Agreement, as in effect before the amendment and
restatement thereof, for the benefit of lenders which were previously parties
thereto, shall survive in accordance with the terms thereof.

                  13.14 Domicile of Loans. Each Bank may transfer and carry its
Loans at, to or for the account of any office, Subsidiary or Affiliate of such
Bank. Notwithstanding anything to the contrary contained herein, to the extent
that a transfer of Loans pursuant to this Section 13.14 will at the time of such
transfer, result in increased costs under Section 1.10, 1.11, 2.04, 2.05 or 4.04
from those being charged by the respective Bank prior to such transfer, then the
Company shall not be obligated to pay such 


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<PAGE>

increased costs (although the Company shall be obligated to pay any other
increased costs of the type described above resulting from changes after the
date of the respective transfer).

                  13.15 Confidentiality. (a) Each Bank agrees that it will not
disclose without the prior consent of the Company (other than to its employees,
auditors or counsel or to another Bank if the Bank or such Bank's holding or
parent company in its sole discretion determines that any such party should have
access to such information) any information with respect to the Company or any
of its Subsidiaries which is furnished pursuant to this Agreement and which is
designated by the Company to the Banks in writing as confidential; provided that
any Bank may disclose any such information (a) as has become generally available
to the public, (b) as may be required or appropriate in any report, statement or
testimony submitted to any municipal, state or Federal regulatory body having or
claiming to have jurisdiction over such Bank or to the Federal Reserve Board or
the Federal Deposit Insurance Corporation or similar organizations (whether in
the United States or elsewhere) or their successors, (c) as may be required or
appropriate in response to any summons or subpoena or in connection with any
litigation (provided that unless specifically prohibited by applicable law or
court order, each Bank shall notify the Company of any such request for
disclosure prior to disclosure of such information), (d) in order to comply with
any law, order, regulation or ruling applicable to such Bank, and (e) to any
prospective or actual transferee or participant in connection with any
contemplated transfer or participation of any of the Notes or Commitments or an
interest therein by such Bank; provided that such prospective transferee or
participant agrees to maintain the confidentiality of such information in
accordance with the terms of this Section 13.15.

                  (b) The Company hereby acknowledges and agrees that each Bank
may share with any of its affiliates any information related to the Company or

any of its Subsidiaries (including, without limitation, any non-public customer
information regarding the creditworthiness of the Company and its Subsidiaries),
provided such Persons shall be subject to the provisions of this Section 13.15
to the same extent as such Bank.

                  13.16 Post-Closing Actions. Notwithstanding anything to the
contrary contained in this Agreement or the Security Documents, the parties
hereto acknowledge and agree that:

                  (a) Financing Statements. The Borrower shall, and shall cause
its Subsidiaries to, within 14 days after the Restatement Effective Date,
deliver (x) proper financing statements (Form UCC-1 or UCC-3, as the case may
be) duly executed for filing under the UCC or other appropriate filing offices
of each jurisdiction listed on Annex B to the Company Security agreement and the
Subsidiaries Security Agreement Security Agreement. Notwithstanding anything to
the contrary contained herein, the Banks hereby waive any Default or Event of
Default arising from the failure to make the filings described in the previous
sentence as of the Restatement Effective Date until the fourteenth day after the
Restatement Effective Date.


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<PAGE>

                  (b) Pledged Stock. The Company shall, within 30 days after the
Restatement Effective Date (or such longer period as approved by the Collateral
Agent for the purpose of attaining relevant government approvals under
applicable foreign law), deliver to the Collateral Agent, as Pledgee, the
capital stock (to the extent such stock is certificated) constituting Pledged
Securities of Coltec Industries Pacific Pte Ltd and Coltec do Brasil Products
Industrias LTDA (such Subsidiaries being subject to the 65% limitation contained
in the Subsidiaries Pledge Agreement), together with executed and undated stock
powers related thereto;

                  (c) Pledged Notes. The Company shall, within 10 days after the
Restatement Effective Date, deliver to the Collateral Agent, as Pledgee, (x) the
Garlock Promissory Note and (y) the Garlock Line Letter Note issued by the Case
Management Subsidiary to Garlock; and

                  (d) Additional Mortgage. If the Collateral Agent or Required
Banks request, within 60 days after the date of such request, the Company shall
have delivered to the Collateral Agent fully executed counterparts of an
Additional Mortgage in form and substance satisfactory to the Administrative
Agent, which Additional Mortgage shall cover such of the Real Property owned by
the Company in Greenville (Hodges), South Carolina, together with evidence that
counterparts of the Additional Mortgage have been delivered to the title
insurance company insuring the Lien of the Additional Mortgage for recording in
all places to the extent necessary or desirable, in the judgment of the
Collateral Agent, effectively to create a valid and enforceable first priority
lien such Mortgaged Property in favor of the Collateral Agent (or such other
trustee as may be required or desired under local law) for the benefit of the
Secured Creditors. Furthermore, the Company shall cause to be delivered to the
Collateral Agent such opinions of counsel, mortgagee title insurance policies,
surveys and other related documents as may be reasonably requested by the

Collateral Agent or the Required Banks to assure themselves that this Section
13.16(d) has been complied with.

            All conditions precedent and representations contained in this
Agreement and the other Credit Documents shall be deemed modified to the extent
necessary to effect the foregoing (and to permit the taking of the actions
described above within the time periods required above, rather than as elsewhere
provided in the Credit Documents); provided, that (x) to the extent any
representation and warranty would not be true because the foregoing actions were
not taken on the Restatement Effective Date, the respective representation and
warranty shall be required to be true and correct in all material respects at
the time the respective action is taken (or was required to be taken in
accordance with the foregoing provisions of this Section 13.16 and (y) all
representations and warranties relating to the Security Documents shall be
required to be true immediately after the actions required to be taken by this
Section 13.16 have been taken (or were required to be taken). The acceptance of
the benefits of each Credit Event shall constitute a representation, warranty
and covenant by the Borrower to each of the Banks that the actions required
pursuant to this Section 13.16 will be taken within the relevant time


                                      125
<PAGE>

periods referred to in this Section 13.16 and that, at such time, all
representations and warranties contained in this Agreement and the other Credit
Documents shall then be true and correct without any modification pursuant to
this Section 13.21.

                  13.17 Security Agreement Collateral; Exchange of Intercompany
Notes. (a) Notwithstanding anything to the contrary contained in this Agreement
or the Security Agreements, the parties hereto agree that, to the extent that
the representations, warranties and covenants contained herein or in the
Security Agreements with respect to Security Agreement Collateral are at any
time incorrect (in the case of representations or warranties) or not complied
with (in the case of covenants), then in each case so long as the aggregate fair
market value of all Security Agreement Collateral under the Security Agreements
with respect to which such representations or warranties are incorrect, or
covenants are not complied with, does not exceed $10,000,000 (a) the existence
of such circumstances shall be deemed not to give rise to a material
misrepresentation (with the effect being that Credit Events may still occur, so
long as all other applicable conditions are satisfied, pursuant to Section
6.01(ii) and no Event of Default shall exist as a result thereof pursuant to
Section 10.02), and (b) no Default or Event of Default shall arise as a result
of such covenant violations pursuant to Section 10.07. Notwithstanding anything
to the contrary contained above, the Company shall, and shall cause its
Subsidiaries to, use its good faith efforts to provide correct information with
respect to all Security Agreement Collateral, and to comply with the covenants
relating thereto (in each case without regard to the matters described in the
preceding sentence).

                  (b) The Collateral Agent shall be permitted to release any
promissory notes evidencing intercompany loans pledged in favor of the
Collateral Agent pursuant to the Company Pledge Agreement or the Subsidiaries

Pledge Agreement, as the case may be, prior to the Restatement Effective Date
(collectively, the "Original Intercompany Notes") upon the receipt and pledge of
new promissory notes evidencing intercompany loans in substitution for such
Original Intercompany Notes and in form and substance satisfactory to the
Administrative Agent.

                  13.18 Interest. (a) It is the intention of the parties hereto
that each Bank shall conform strictly to usury laws applicable to it.
Accordingly, the parties hereto stipulate and agree that none of the terms and
provisions contained in the Notes, this Agreement, or any of the other Credit
Documents shall ever be construed to create a contract to pay to any Bank for
the use, forbearance, or retention of money at a rate in excess of the Highest
Lawful Rate applicable to such Bank, and that for purposes hereof, "interest"
shall include the aggregate of all charges or other consideration which
constitute interest under applicable law and are contracted for, taken,
reserved, charged, or received under any of this Agreement, the Notes, or the
other Credit Documents or otherwise in connection with the transactions
contemplated by this Agreement. Further, if the transactions contemplated hereby
would be usurious as to any Bank under laws applicable to it, then, in that
event, notwithstanding anything to the contrary in the Notes, this Agreement or
in any other Credit Document or agreement entered into in connection with or as


                                      126
<PAGE>

security for the Notes, it is agreed as follows: the aggregate of all
consideration which constitutes interest under law applicable to each such Bank
that is contracted for, taken, reserved, charged, or received by such Bank under
the Notes, this Agreement, or under any of the other aforesaid Credit Documents
or agreements or otherwise in connection with the Notes shall under no
circumstances exceed the maximum amount allowed by the law applicable to such
Bank, and any excess shall be credited by such Bank on the principal amount of
the Indebtedness of the Company owed to such Bank (or, if the principal amount
of such Indebtedness shall have been paid in full, to the extent such interest
has been received by a Bank it shall be refunded by such Bank to the Company).
The provisions of this Section 13.18(a) shall control over all other provisions
of this Agreement, the Notes, and the other Credit Documents which may be in
apparent conflict herewith. The parties further stipulate and agree that,
without limitation on the foregoing, all calculations of the rate or amount of
interest contracted for, taken, reserved, charged or received under any of this
Agreement, the Notes, and the other Credit Documents which are made for the
purpose of determining whether such rate or amount exceed the Highest Lawful
Rate shall be made, to the extent permitted by applicable law, by amortizing,
prorating, allocating, and spreading during the period of the full stated term
of the Indebtedness, and if longer and if permitted by applicable law, until
payment in full, all interest at any time so contracted for, taken, reserved,
charged, or received.

                  (b) If at any time the effective rate of interest which would
otherwise apply to any Indebtedness hereunder or evidenced by any Bank's Notes
would exceed the Highest Lawful Rate applicable to such Bank (taking into
account the interest rate applicable to such Indebtedness pursuant to the other
provisions of this Agreement, plus all additional charges and consideration

which have been contracted for, taken, reserved, charged, or received under this
Agreement, such Bank's Notes and the other Credit Documents, or any of them, and
which additional charges or consideration (the "Additional Charges") constitute
interest with respect to such Indebtedness), the effective interest rate to
apply to such Indebtedness made by such Bank shall be limited to the Highest
Lawful Rate, but any subsequent reductions in the interest rate applicable to
such Indebtedness owed to such Bank shall not reduce the effective interest rate
to apply to such Indebtedness owed to such Bank below the Highest Lawful Rate
applicable to such Bank until the total amount of interest accrued on such
Indebtedness equals the amount of interest which would have accrued if the
interest rate from time to time applicable to such Indebtedness owed to such
Bank had at all times been in effect with respect to such Indebtedness pursuant
to the other provisions of this Agreement and the other Credit Documents and if
the Banks had collected all Additional Charges called for under this Agreement,
the Notes, and the other Credit Documents. If at maturity or final payment of
such Bank's Obligations the total amount of interest paid to any Bank hereunder
and under the other Credit Documents (including amounts designated as "interest"
plus any Additional Charges which constitute interest with respect to such Bank,
and taking into account the limitations of the first sentence of this Section
13.18(b)) is less than the total amount of such "interest" which would have been
paid if all amounts were paid as required 


                                      127
<PAGE>

by this Agreement (without giving effect to this Section 13.18) and the other
Credit Documents (the amount of the difference described above, the
"Deficiency"), then the Company agrees, to the fullest extent permitted by the
laws applicable to such Bank, to pay to such Bank an amount equal to the lesser
of (i) the difference between (1) the amount of such "interest" which would have
accrued on such Bank's Notes if the Highest Lawful Rate had at all times been in
effect, and (2) the amount of interest actually paid on such Bank's Notes
(including amounts designated as "interest" plus any Additional Charges which
constitute interest with respect to such Bank's Notes) and (ii) the amount of
the Deficiency.

                  (c) Notwithstanding anything to the contrary contained above
in this Section 13.18, it is understood and agreed that (i) all representations
and warranties contained in this Agreement and in the other Credit Documents
(including without limitation those contained in Section 7.02 and 7.03(i)) have
been made without reliance upon, or giving effect to, the provisions of Section
13.18(a) and (ii) that the Banks have relied upon the accuracy of such
representations and warranties. Furthermore, the Company acknowledges and agrees
that each Bank shall, to the fullest extent permitted by law, be entitled to
recover damages from the Company in the event of a material misrepresentation by
the Company.

                  13.19 Addition of New Banks; Conversion of Original Loans of
Continuing Banks; Termination of Commitments of Non-Continuing Banks;
Resignation of Existing Agents. (a) On and as of the occurrence of the
Restatement Effective Date in accordance with Section 13.10 hereof, each New
Bank shall become a "Bank" under, and for all purposes of, this Agreement and
the other Credit Documents.


                  (b) The parties hereto acknowledge that each Existing Bank has
been offered the opportunity to participate in the Credit Agreement, after the
occurrence of the Restatement Effective Date, as a Continuing Bank thereunder,
but that no Existing Bank is obligated to be a Continuing Bank. By their
execution and delivery hereof, the Company and the Required Banks (determined
immediately before the occurrence of the Restatement Effective Date) consent to
the voluntary repayment by the Company of all outstanding Original Loans and
other Obligations owing to each Existing Bank which has not elected to become a
Continuing Bank (each such Bank, a "Non-Continuing Bank") and to the voluntary
termination by the Company of the Commitment (under, and as defined in, the
Original Credit Agreement) of each Non-Continuing Bank, in each case to be
effective on, and contemporaneously with the occurrence of, the Restatement
Effective Date, in each case in accordance with the provisions of Section
13.19(c).

                  (c) Notwithstanding anything to the contrary contained in the
Original Credit Agreement or any Credit Document, the Company and each of the
Banks hereby agrees that on the Restatement Effective Date, (i) each Bank with a
Commitment as set forth on Schedule I (after giving effect to the Restatement
Effective Date) shall make Revolving Loans to the Company from time to time as
required by Section 1.01(a) and (ii) in the case of each Existing Bank with no
Commitment, as the case may be, as set forth on 


                                      128
<PAGE>

Schedule I (after giving effect to the Restatement Effective Date), all of such
Existing Bank's Original Loans outstanding on the Restatement Effective Date
shall be repaid in full on such date, together with interest thereon and all
accrued Fees (and any other amounts) owing to such Existing Bank, and the
Commitment (under, and as defined in, the Original Credit Agreement) of such
Existing Bank, if any, shall be terminated, effective upon the occurrence of the
Restatement Effective Date. Notwithstanding anything to the contrary contained
in the Original Credit Agreement, this Agreement or any other Credit Document,
the parties hereto hereby consent to the repayments and reductions required
above, and agree that in the event that any Existing Bank shall fail to execute
a counterpart of this Agreement prior to the occurrence of the Restatement
Effective Date, such Existing Bank shall be deemed to be a Non-Continuing Bank
and, concurrently with the occurrence of the Restatement Effective Date, the
Commitment (under, and as defined in, the Original Credit Agreement) of such
Existing Bank, if any, shall be terminated, all Original Loans of such Existing
Bank outstanding on the Restatement Effective Date shall be repaid in full,
together with interest thereon and all accrued Fees (and any other amounts)
owing to such Existing Bank, and concurrently with the occurrence of the
Restatement Effective Date, such Existing Bank shall no longer constitute a
"Bank" under this Agreement and the other Credit Documents, provided that all
indemnities of the Credit Parties under the Original Credit Agreement and the
other Credit Documents (as in effect prior to the Restatement Effective Date)
for the benefit of such Existing Bank shall survive in accordance with the terms
thereof.

                  13.20 Registry. The Company hereby designates the

Administrative Agent to serve as the Company's agent, solely for purposes of
this Section 13.20, to maintain a register (the "Register") on which it will
record the Commitments from time to time of each of the Banks, the Loans made by
each of the Banks and each repayment in respect of the principal amount of the
Loans of each Bank. Failure to make any such recordation, or any error in such
recordation, shall not affect the Company's obligations in respect of such
Loans. With respect to any Bank, the transfer of the Commitments of such Bank
and the rights to the principal of, and interest on, any Loan made pursuant to
such Commitments shall not be effective until such transfer is recorded on the
Register maintained by the Administrative Agent with respect to ownership of
such Commitments and Loans and prior to such recordation all amounts owing to
the transferor with respect to such Commitments and Loans shall remain owing to
the transferor. The registration of assignment or transfer of all or part of any
Commitments and Loans shall be recorded by the Administrative Agent on the
Register only upon the acceptance by the Administrative Agent of a properly
executed and delivered Assignment and Assumption Agreement pursuant to Section
13.04(b). Coincident with the delivery of such an Assignment and Assumption
Agreement to the Administrative Agent for acceptance and registration of
assignment or transfer of all or part of a Loan, or as soon thereafter as
practicable, the assigning or transferor Bank shall surrender the Note
evidencing such Loan, and thereupon one or more new Notes in the same aggregate
principal amount shall be issued to the assigning or transferor Bank and/or the
new Bank. The Company agrees 


                                      129
<PAGE>

to indemnify the Administrative Agent from and against any and all losses,
claims, damages and liabilities of whatsoever nature which may be imposed on,
asserted against or incurred by the Administrative Agent in performing its
duties under this Section 13.20.

            IN WITNESS WHEREOF, the parties hereto have caused their duly
authorized officers to execute and deliver this Agreement as of the date first
above written.

                                    COLTEC INDUSTRIES INC


                                    By_________________________________________
                                      Title:


                                    BANKERS TRUST COMPANY,
                                      Individually and as Administrative 
                                      Agent


                                    By_________________________________________
                                      Title:


                                    BANK OF AMERICA ILLINOIS

                                      Individually and as
                                      Documentation Agent


                                    By_________________________________________
                                      Title:


                                      130
<PAGE>

                                    THE CHASE MANHATTAN BANK,
                                      Individually and as Syndication Agent


                                    By_________________________________________
                                      Title:


                                    CREDIT LYONNAIS ATLANTA AGENCY


                                    By_________________________________________
                                      Title:


                                    CREDIT LYONNAIS NEW YORK
                                    BRANCH


                                    By_________________________________________
                                      Title:


                                    THE INDUSTRIAL BANK OF JAPAN,
                                    LIMITED


                                    By__________________________________________
                                       Title:


                                      131
<PAGE>

                                    BANK OF IRELAND


                                    By__________________________________________
                                      Title:


                                    THE BANK OF NEW YORK



                                    By__________________________________________
                                      Title:


                                    BANK OF SCOTLAND


                                    By__________________________________________
                                      Title:


                                    BANK OF TOKYO-MITSUBISHI TRUST COMPANY


                                    By__________________________________________
                                      Title:


                                    THE FUJI BANK, LIMITED,
                                      ATLANTA AGENCY


                                    By__________________________________________
                                      Title:


                                      132
<PAGE>

                                    GIROCREDIT BANK AG
                                      DER SPARKASSEN,
                                      GRAND CAYMAN ISLAND BRANCH


                                    By__________________________________________
                                      Title:


                                    THE NIPPON CREDIT BANK, LTD.
                                      New York Branch


                                    By__________________________________________
                                      Title:


                                    CIBC INC.


                                    By__________________________________________
                                       Title:



                                      133
<PAGE>

                                    ABN AMRO BANK N.V.
                                      NEW YORK BRANCH


                                    By__________________________________________
                                       Title:


                                    By__________________________________________
                                       Title:


                                    THE SUMITOMO BANK, LIMITED


                                    By__________________________________________
                                       Title:


                                    LEHMAN COMMERCIAL PAPER INC.


                                    By__________________________________________
                                       Title:


                                    FIRST UNION NATIONAL BANK OF
                                      NORTH CAROLINA


                                    By__________________________________________
                                       Title:


                                      134
<PAGE>

                                    NATIONSBANK, N.A.


                                    By__________________________________________
                                       Title:


                                    CORESTATES BANK


                                    By__________________________________________
                                       Title:



                                    THE SANWA BANK, LIMITED


                                    By__________________________________________
                                       Title:


                                    ALLIED IRISH BANK, PLC,
                                      CAYMAN ISLANDS BRANCH


                                    By__________________________________________
                                       Title:


                                    SOCIETE GENERALE


                                    By__________________________________________
                                       Title:


                                      135
<PAGE>

                                    THE SAKURA BANK, LTD.


                                    By__________________________________________
                                       Title:


                                    THE DAI-ICHI KANGYO BANK, LTD.


                                    By__________________________________________
                                       Title:


                                    BANCA COMMERCIALE ITALIANA
                                    NEW YORK BRANCH


                                    By__________________________________________
                                       Title:


                                    THE YASUDA TRUST & BANKING
                                      COMPANY, LTD.


                                    By__________________________________________
                                       Title:



                                      136
<PAGE>

                                    MELLON BANK, N.A.


                                    By__________________________________________
                                       Title:


                                    LLOYDS BANK PLC


                                    By__________________________________________
                                       Title:


                                    LLOYDS BANK PLC


                                    By__________________________________________
                                       Title:


                                    THE BANK OF MONTREAL


                                    By__________________________________________
                                      Title:


                                      137

<PAGE>

                                                                         ANNEX A

<PAGE>

                                                                      SCHEDULE I

                                   COMMITMENTS

Bank                                                               Commitment
----                                                               ----------

Bankers Trust Company                                            $ 50,000,000
Bank of America Illinois                                           45,000,000
The Chase Manhattan Bank                                           45,000,000
NationsBank, N.A.                                                  43,750,000
First Union National Bank of North Carolina                        43,750,000
Lehman Commercial Paper Inc.                                       43,750,000
CIBC Inc.                                                          43,750,000
Bank of Tokyo - Mitsubishi Trust Company                           43,750,000
The Bank of New York                                               43,750,000
Bank of Montreal                                                   43,750,000
Credit Lyonnais                                                    43,750,000
Bank of Scotland                                                   30,000,000
Societe Generale                                                   30,000,000
The Nippon Credit Bank, Ltd.                                       25,000,000
ABN Amro Bank N.V.                                                 25,000,000
CoreStates Bank                                                    20,000,000
Industrial Bank of Japan                                           20,000,000
The Sanwa Bank Ltd.                                                20,000,000
The Sakura Bank, Ltd.                                              20,000,000
The Dai-Ichi Kangyo Bank, Ltd.                                     20,000,000
Banca Commerciale Italiana                                         20,000,000
The Sumitomo Bank, Limited                                         20,000,000
Yasuda Trust and Banking Co.                                       20,000,000
The Fuji Bank, Limited                                             20,000,000
Mellon Bank, N.A.                                                  20,000,000
Lloyds Plc                                                         20,000,000
Allied Irish Bank, Plc                                             10,000,000
Bank of Ireland                                                    10,000,000
Girocredit AG Der Sparkassen                                       10,000,000

       TOTAL                                                     $850,000,000
                                                                 ============

<PAGE>

                                                                     SCHEDULE II
                           EXISTING LETTERS OF CREDIT


Part A. Included Letters of Credit

Letter of                                            L/C Supportable
Credit No.        Stated Amount             Issuing Bank         Indebtedness
----------        -------------             ------------         ------------


Part B. Backstopped Letters of Credit

Letter of                                            L/C Supportable
Credit No.        Stated Amount             Issuing Bank         Indebtedness
----------        -------------             ------------         ------------


Part C. Existing Non-Facility Letters of Credit

Letter of                                            L/C Supportable
Credit No.        Stated Amount             Issuing Bank         Indebtedness
----------        -------------             ------------         ------------

<PAGE>

                                                                    SCHEDULE III

                                  REAL PROPERTY

Part A            Mortgaged Properties


Part B            Other Properties

<PAGE>

                                                                     SCHEDULE IV


                                      TAXES

<PAGE>

                                                                      SCHEDULE V

                                  SUBSIDIARIES

                                                                   Percent
Name of Subsidiary                 Direct Owner                    Ownership
------------------                 ------------                    ---------
<PAGE>

                                                                     SCHEDULE VI

                              EXISTING INDEBTEDNESS
<PAGE>

                                                                    SCHEDULE VII

                                    INSURANCE
<PAGE>

                                                                   SCHEDULE VIII

                                 EXISTING LIENS
<PAGE>

                                                                     SCHEDULE IX

                                 BANK ADDRESSES