Coltec Industries Inc – ‘10-K’ for 12/31/93 – EX-4.14

As of:  Tuesday, 3/22/94   ·   For:  12/31/93   ·   Accession #:  912057-94-1007   ·   File #:  1-07568

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Annual Report   —   Form 10-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                         45    246K 
 5: EX-4.10     Instrument Defining the Rights of Security Holders    14     32K 
 6: EX-4.11     Instrument Defining the Rights of Security Holders    11     23K 
 7: EX-4.12     Instrument Defining the Rights of Security Holders    12     30K 
 8: EX-4.13     Instrument Defining the Rights of Security Holders    11     28K 
 9: EX-4.14     Instrument Defining the Rights of Security Holders   281    900K 
 2: EX-4.7      Instrument Defining the Rights of Security Holders     9     21K 
 3: EX-4.8      Instrument Defining the Rights of Security Holders    17     39K 
 4: EX-4.9      Instrument Defining the Rights of Security Holders    16     36K 
11: EX-10.13    Material Contract                                      1      8K 
12: EX-10.15    Material Contract                                      1      7K 
13: EX-10.16    Material Contract                                     35     62K 
14: EX-10.17    Material Contract                                      7     23K 
15: EX-10.18    Material Contract                                     18     45K 
10: EX-10.3     Material Contract                                      1      8K 
16: EX-12.1     Statement re: Computation of Ratios                    1     10K 
17: EX-13.1     Annual or Quarterly Report to Security Holders        37    212K 
18: EX-21.1     Subsidiaries of the Registrant                         1     10K 
19: EX-23.1     Consent of Experts or Counsel                          1      8K 

EX-4.14   —   Instrument Defining the Rights of Security Holders
Exhibit Table of Contents

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

$415,000,000

CREDIT AGREEMENT

among 

COLTEC INDUSTRIES INC,

VARIOUS BANKS,

THE CO-AGENTS,

and   

BANKERS TRUST COMPANY,  
as Administrative Agent   

__________________________________  

Dated as of March 24, 1992    
and   
Amended and Restated as of January 11, 1994   

__________________________________  

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TABLE OF CONTENTS       

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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...................................   5    
1.04  Disbursement of Funds.................................   6    
1.05  Notes.................................................   7    
1.06  Conversions...........................................   8    
1.07  Pro Rata Borrowings...................................   8    
1.08  Interest..............................................   9    
1.09  Interest Periods......................................  10    
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  Minimum Stated Amount.................................  18    
2.03  Letter of Credit Requests.............................  18    
2.04  Letter of Credit Participations.......................  18    
2.05  Agreement to Repay Letter of Credit Drawings..........  22    
2.06  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....................  26    

Section 4.  Prepayments; Payments; Taxes..........................  32          
4.01  Voluntary Prepayments.................................  32    
4.02  Mandatory Repayments and Commitment Reductions........  33    
4.03  Method and Place of Payment...........................  34    
4.04  Net Payments..........................................  34    

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Section 5.  Conditions Precedent To The Restatement Effective                   
  Date..................................................  37
5.01  Execution of Agreement; Notes.........................  37    
5.02  Officer's Certificate.................................  37    
5.03  Opinions of Counsel...................................  37    
5.04  Corporate Documents; Proceedings......................  38    
5.05  Employee Benefit Plans; Shareholders' Agreements;             
Management Agreements; Employment Agreements;           
Collective Bargaining Agreements; Debt Agreements;      
  Tax Sharing Agreements................................  39
5.06  Subsidiaries Guaranty.................................  39    
5.07  Company Pledge Agreement..............................  39    
5.08  Subsidiaries Pledge Agreement.........................  40    
5.09  Security Agreements...................................  40    
5.10  Mortgages; Title Insurance; Surveys; etc..............  40    
5.11  Adverse Change, etc...................................  41    
5.12  Litigation............................................  42    
5.13  Solvency Certificate; Environmental Analyses;                 
  Insurance Analyses....................................  42
5.14  Repayment of Certain Original Loans; Payment of               
  Fees, Etc.............................................  42
5.15  Balance Sheet.........................................  43    
5.16  Existing Indebtedness.................................  43    
5.17  Credit Parties' Acknowledgement.......................  44    

Section 6.  Conditions Precedent To All Credit Events.............  44          
6.01  No Default; Representations and Warranties............  44    
6.02  Notice of Borrowing; Letter of Credit Request.........  44    

Section 7.  Representations, Warranties and Agreements............  45          
7.01  Corporate Status......................................  46    
7.02  Corporate Power and Authority.........................  46    
7.03  No Violation..........................................  46    
7.04  Governmental Approvals................................  47    
7.05  Financial Statements; Financial Condition; Undisclosed        
   Liabilities; Projections; etc........................  47
7.06  Litigation............................................  49    
7.07  True and Complete Disclosure..........................  49    
7.08  Use of Proceeds; Margin Regulations...................  49    
7.09  Tax Returns and Payments..............................  50    
7.10  Compliance with ERISA.................................  50    
7.11  The Security Documents................................  51    
7.12  Representations and Warranties in Credit Documents....  52    

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7.13  Properties............................................  52    
7.14  Capitalization........................................  53    
7.15  Subsidiaries..........................................  53    
7.16  Compliance with Statutes, etc.........................  54    
7.17  Investment Company Act................................  54    
7.18  Public Utility Holding Company Act....................  54    
7.19  Environmental Matters.................................  54    
7.20  Labor Relations.......................................  55    
7.21  Patents, Licenses, Franchises and Formulas............  56    
7.22  Indebtedness..........................................  56    
7.23  Restrictions on or Relating to Subsidiaries...........  56    
7.24  Transaction...........................................  56    
7.25  Debarment or Suspension...............................  57    

Section 8.  Affirmative Covenants.................................  57          
8.01  Information Covenants.................................  57    
8.02  Books, Records and Inspections........................  61    
8.03  Maintenance of Property, Insurance....................  61    
8.04  Corporate Franchises..................................  62    
8.05  Compliance with Statutes, etc.........................  62    
8.06  Compliance with Environmental Laws....................  62    
8.07  ERISA.................................................  63    
8.08  End of Fiscal Years; Fiscal Quarters..................  64    
8.09  Performance of Obligations............................  65    
8.10  Payment of Taxes......................................  65    
8.11  Foreign Subsidiaries Security.........................  65    
8.12  Ownership of Subsidiaries.............................  66    
8.13  Revised Forms 441S....................................  67    
8.14  Permitted Transactions................................  67    
8.15  Additional Security; Further Assurances...............  70    

Section 9.  Negative Covenants....................................  73          
9.01  Liens.................................................  73    
9.02  Consolidation, Merger, Purchase or Sale of                    
  Assets, etc...........................................  76
9.03  Dividends.............................................  80    
9.04  Indebtedness..........................................  80    
9.05  Advances, Investments and Loans.......................  82    
9.06  Transactions with Affiliates..........................  85    
9.07  Capital Expenditures..................................  86    
9.08  Current Ratio.........................................  86    
9.09  Interest Coverage Ratio...............................  86    
9.10  Limitation on Voluntary Payments and Modifications            
of Indebtedness; Modifications of Certificate of        
Incor-                                                  

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poration, By-Laws and Certain Other                     
  Agreements; etc.......................................  87
9.11  Limitation on Certain Restrictions on Subsidiaries....  88    
9.12  Limitation on Issuance of Capital Stock...............  89    
9.13  Business..............................................  90    
9.14  Limitation on Creation of Subsidiaries................  90    

Section 10.  Events of Default....................................  91          
10.01  Payments.............................................  91    
10.02  Representations, etc.................................  91    
10.03  Covenants............................................  91    
10.04  Default Under Other Agreements.......................  91    
10.05  Bankruptcy, etc......................................  92    
10.06  ERISA................................................  92    
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........................................... 132          
12.01  Appointment.......................................... 132    
12.02  Nature of Duties..................................... 132    
12.03  Lack of Reliance on the Agents....................... 133    
12.04  Certain Rights of the Agents......................... 133    
12.05  Reliance............................................. 134    
12.06  Indemnification...................................... 134    
12.07  The Agents in Their Individual Capacity.............. 134    
12.08  Holders.............................................. 134    
12.09  Certain Notices...................................... 135    
12.10  Resignation by the Agents............................ 135    

Section 13.  Miscellaneous........................................ 136          
13.01  Payment of Expenses, etc............................. 136    
13.02  Right of Setoff...................................... 137    
13.03  Notices.............................................. 137    
13.04  Benefit of Agreement................................. 138    
13.05  No Waiver; Remedies Cumulative....................... 140    
13.06  Payments Pro Rata.................................... 140    
13.07  Calculations; Computations........................... 141    
13.08  GOVERNING LAW; SUBMISSION TO JURISDICTION; VENUE;            
   WAIVER OF JURY TRIAL................................. 142

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13.09  Counterparts......................................... 143    
13.10  Effectiveness; Funding by New and Continuing Banks... 143    
13.11  Headings Descriptive................................. 144    
13.12  Amendment or Waiver.................................. 144    
13.13  Survival............................................. 146    
13.14  Domicile of Loans.................................... 146    
13.15  Confidentiality...................................... 146    
13.16  Post-Closing Actions................................. 147    
13.17  Security Agreement Collateral; Exchange of                   
   Intercompany Notes................................... 148
13.18  Interest............................................. 149    
13.19  Addition of New Banks; Conversion of Original                
Loans of Continuing Banks; Termination of             
Commitments of Non-Continuing Banks;                  
   Resignation of Existing Agents....................... 151

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-1       Form of Opinion of Shearman & Sterling                        
EXHIBIT D-2       Form of Opinion of Reed, Smith, Shaw &                        
McClay                                  
EXHIBIT D-3       Form of Opinion of General Counsel to the                     
Company                                 
EXHIBIT E         Officers' Certificate                                         
EXHIBIT F         Form of Solvency Certificate                                  
EXHIBIT G         Form of Flash Report                                          
EXHIBIT H         Form of Budget                                                
EXHIBIT I         Subordination Provisions                                      
EXHIBIT J         Assignment and Assumption Agreement                           

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EXHIBIT K         Credit Parties' Acknowledgement                               
EXHIBIT L         Outstanding Letters of Credit                                 

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

     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, (A) in the case of     
each Continuing Bank, to convert, on the Restatement Effective Date, Original   
Loans made by such Continuing Bank to the Company pursuant to the Original      
Credit Agreement and outstanding on the Restatement Effective Date in that      
aggregate principal amount as is equal to the lesser of (x) the aggregate       
principal amount of such Original Loans made by such Continuing Bank and so     
outstanding or (y) such Continuing Bank's Percentage (immediately after giving  
effect to the occurrence of the Restatement Effective Date) of the aggregate    
principal amount of Original Loans made by all Existing Banks and outstanding   
on the Restatement Effective Date and immediately before giving effect          
thereto, into a Borrowing of Revolving Loans hereunder (as so converted,        
together with all Revolving Loans made pursuant to the following clauses (B)    
and (C), the "Revolving Loans" and each, a "Revolving Loan"), (B) in the case   
of each Bank, to make, on the Restatement Effective                             

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Date, Revolving Loans to the Company in that amount as is equal to the          
Percentage of such Bank (determined on the Restatement Effective Date and       
after giving effect thereto) of the aggregate principal amount of Original      
Loans made by the Existing Banks and outstanding on the Restatement Effective   
Date less, in the case of each Continuing Bank, the aggregate principal amount  
of Revolving Loans to be made by it by way of conversion on the Restatement     
Effective Date pursuant to preceding clause (A), and (C) in the case of each    
Bank, at any time and from time to time on and after the Restatement Effective  
Date and prior to the Final Maturity Date, to make one or more additional       
Revolving Loans to the Company, all of which Revolving Loans made pursuant to   
preceding clauses (A), (B) and (C) (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 one Borrowing of Eurodollar Rate Loans (which Borrowing of         
Eurodollar Rate Loans must be made on the Restatement Effective Date and must   
have an Interest Period of one month and which may be maintained as a single    
Borrowing of Eurodollar Rate Loans for an additional Interest Period of one     
month) may be incurred prior to the earlier of (1) the 60th day after the       
Restatement Effective Date 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 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, (B)  
all Non-Facility Letter of Credit Outstandings (exclusive of Non-Facility       
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 (C) 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                                

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are repaid with the proceeds of, and simultaneously with the incurrence of,     
the respective incurrence of Revolving Loans) at such time, (y) the amount of   
all Non-Facility Letter of Credit Outstandings (exclusive of Non-Facility       
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 (z) 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, Letter of Credit Outstandings at such    
time and Non-Facility 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 an 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 the        
immediately succeeding Business Day from all Banks (without giving effect to    
any reductions thereto                                                          

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pursuant to the last paragraph of Section 10) PRO RATA on the basis of          
their respective Adjusted Percentages (determined before giving effect to any   
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                                                       

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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 $1,000,000.  More than one Borrowing may occur on the  
same date, but at no time shall there be outstanding more than ten 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 two Business Days' prior telex, telecopy or telephonic notice   
(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 11:00 A.M. (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 10:00 a.m. (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 lia-                                                       

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bility 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 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        
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,      

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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 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                                                                     

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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 occurring on or after the earlier of (1) the 60th  
day after the Restatement Effective Date and (2) the Syndication Date, 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.  Each such conversion shall be effected by     
the Company by giving the Administrative Agent at its Notice Office prior to    
11:00 A.M. (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.  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                                       

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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 Base Rate 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 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) 2-1/4% per annum in excess of the Base Rate in effect from time  
to time and (y) the rate which is 2% in excess of the rate then borne by such   
Loans, 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 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.                 

       (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.                                   

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   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,                               

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after giving effect to the selection 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 (i) the 60th
 day following the Restatement Effective Date and (ii) 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         

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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    
   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 spec-                                                            

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ified 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 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    
in-                                                                             

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tentionally 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).                                                                

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 2.06 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         

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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 1.10(c), Section 2.06 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                                              

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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, 2.06 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 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                     

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Letters of Credit, in support of such L/C Supportable Indebtedness of the       
Company 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:                                                      

         (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 2.03(b).                             

          (c)   Notwithstanding the foregoing, (i) no Letter of Credit shall
be issued the Stated Amount of which, when added to the sum of (A) 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 plus (B) 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) at such time, would exceed    
either (x) $100,000,000 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 then in effect    
(after giving effect to any reductions to the Adjusted Total Commitment on      
such date), (ii) the aggregate Stated Amount of all Existing Letters of Credit  
shall not exceed $85,000,000                                                    

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and (iii) 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  MINIMUM STATED AMOUNT.  The Stated Amount of each Letter
of Credit shall be not less $250,000 or such lesser amount as may be            
acceptable to the Issuing Bank issuing such Letter of Credit.                   

   2.03  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.                                                                           

         (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.                                 

     2.04  LETTER OF CREDIT PARTICIPATIONS.  (a)  Immediately upon
the issuance by any Issuing Bank of any Letter of                               

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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 2.04, 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 2.04  
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 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 2.05(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                                                

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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.                                                                 

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          (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 shall be irrevocable and not subject to any            
qualification or exception whatsoever and shall be made in accordance with the  
terms and conditions of this Agreement under all circumstances, including,      
without limitation, any of the following circumstances:                         

         (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                                           

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liability to such Participant except to the extent of its gross negligence or   
willful misconduct in connection therewith.                                     

     2.05  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 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 2.05 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                                                                              

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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.                                             

    2.06  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 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 2.06, 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                  

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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 2.06 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 2.06.  The certificate required to be delivered pursuant to this        
Section 2.06 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 for each day equal to 3/8 of 1% per annum 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") (x) in the case of each Standby Letter of Credit, for the period   
from and including the date of issuance of such Standby Letter of Credit to     
but excluding the termination of such Standby Letter of Credit, computed at a   
rate per annum of 3/4 of 1% less the then applicable Leverage Reduction         
Discount, if any, on the average daily Stated Amount of such Standby Letter of  
Credit and (y) in the case of each Trade Letter of Credit, in an amount equal   
to 3/4 of 1% less the Leverage Reduction Discount, if any, applicable on the    
date of issuance of such Trade Letter of Credit, of the Stated Amount of such   
Trade Letter of Credit as of the date of issuance thereof.  Accrued Letter of   
Credit Fees payable with respect to Standby Letters of Credit shall be due and  
payable quarterly in arrears on each Quarterly Payment Date and Letter of       
Credit Fees payable with respect to any Trade Letter of Credit shall be due     
and payable on the date of issuance of such Trade Letter of Credit, and all     
accrued                                                                         

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Letter of Credit Fees with respect to Standby Letters of Credit shall be due    
and payable upon the first day after the termination of the Total Commitment    
upon which no Standby Letters of Credit remains outstanding.                    

         (c)   The Company agrees to pay to each Issuing Bank, for its own
account, a facing fee in respect of each Letter of Credit issued by such        
Issuing Bank for its account hereunder (the "Facing Fee"), (x) in the case of   
each Standby Letter of Credit, 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 1/4 of 1% per annum of the daily  
average Stated Amount of such Standby Letter of Credit and (y) in the case of   
each Trade Letter of Credit, in an amount equal to 1/4 of 1% of the Stated      
Amount of such Trade Letter of Credit as of the date of issuance thereof.       
Accrued Facing Fees shall be due and payable in arrears to each Issuing Bank    
in respect of each Standby Letter of Credit issued by it on each Quarterly      
Payment Date and Facing Fees payable with respect to each Trade Letter of       
Credit shall be due and payable on the date of issuance of such Trade Letter    
of Credit, and all accrued Facing Fees with respect to Standby Letters of       
Credit shall be due and payable upon the first day after the termination of     
the Total Commitment upon which no Standby 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 Commit-                                                        

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ment, 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 February 28, 1994 unless the Restatement Effective     
Date has occurred on or before such date.                                       

      (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"):                    

January 11, 1997................................     $50,000,000    

January 11, 1998................................     $50,000,000    

The amount of any Scheduled Reduction may be reduced, at the option of the      
Company, by the amount of any voluntary commitment reductions made by the       
Company pursuant to Section 3.02 within one year prior the date of such         
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                                                              

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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 not then constituting Collateral ((i) including capital stock    
and securities and (ii) excluding (A) sales of inventory in the ordinary        
course of business and (B) sales of assets (other than inventory referred to    
in clause (A)) to the extent that the aggregate amount of Net Sale Proceeds     
from all such sales excluded pursuant to this clause (B) and the analogous      
clause contained in Section 3.03(f) does not exceed the Retained Amount in any  
one fiscal year (whether or not such assets constituted Collateral at the time  
of such sale)), the Total Commitment shall be reduced by an amount equal to     
75% of the Net Sale Proceeds therefrom; PROVIDED, that the Company may elect    
to reduce the Total Commitment pursuant to this Section 3.03(e) prior to the    
Retained Amount threshold being met and may, pending any mandatory or optional  
application of Net Sale Proceeds pursuant to Section 4.02(a), use such Net      
Sale Proceeds for general corporate purposes.                                   

      (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 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 then constituting Collateral ((i) including   
capital stock and securities and (ii) excluding (A) sales of inventory in the   
ordinary course of business and (B) sales of assets (other than inventory       
referred to in clause (A)) to the extent that the aggregate amount of Net Sale  
Proceeds from all such sales excluded pursuant to this clause (B) and the       
analogous clause contained in Section 3.03(e) does not exceed the Retained      
Amount in any one fiscal year (whether or not such assets constituted           
Collateral at the time of such sale)), (I) the Total Commitment shall be        
reduced by an amount equal to the Share of 75% of the Net Sale Proceeds         
therefrom applicable to the Bank Debt and (II) the Share of 75% of such Net     
Sale Proceeds applicable to the Existing Senior Debentures shall be applied as  
a mandatory prepayment of the then outstanding principal of Existing Senior     
Debentures; PROVIDED, that the Company may elect to apply Net Sale Proceeds     
pursuant to this Section 3.03(f) prior to the Retained Amount threshold being   
met and                                                                         

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may, pending any mandatory or optional application of Net Sale Proceeds         
pursuant to this Section 3.03(f) or Section 4.02(a), use such Net Sale          
Proceeds for general corporate purposes except that the Company may not so use  
such Net Sale Proceeds directly or indirectly to repay Bank Debt or Existing    
Senior Debentures in violation of the "equal and ratable" provisions of the     
Existing Senior Indenture; PROVIDED FURTHER, that if the Existing Senior        
Debentures will be redeemable, in relevant part, at par (plus any accrued       
interest) after the giving of the notice hereinafter described in this          
proviso, then the making of any redemption required by this Section 3.03(f)     
with respect to the Existing Senior Debentures may be delayed (but not by more  
than 65 days) beyond the date of prepayment otherwise required by this Section  
3.03(f) to the extent necessary to comply with the notice provisions of the     
Existing Senior Indenture for such repayment; PROVIDED FURTHER, that if the     
Existing Senior Debentures will not be redeemable, in relevant part, at par     
(plus any accrued interest) on the date of any required prepayment pursuant to  
this Section 3.03(f) (and after giving effect to the immediately preceding      
proviso), then (i) the proceeds which would otherwise be applied to the         
Existing Senior Debentures shall instead be deposited in a cash collateral      
account to be established with the Administrative Agent (pursuant to a cash     
collateral agreement in form and substance satisfactory to the Administrative   
Agent) to be held (with investments of such Share in Cash Equivalents, and      
only in Cash Equivalents, to be permitted, and with any investment income on    
such Share being permitted to be used to pay accrued interest owing on the      
Existing Senior Debentures in connection with the offers to purchase or         
redemptions described below and, in addition, which investment income (to the   
extent positive on a net basis) may be withdrawn by the Company to pay          
regularly accruing interest on the Existing Senior Debentures), for the         
benefit of the holders of the Existing Senior Debentures until such time as     
such amounts are applied or released, at the Company's option, as described in  
clauses (ii), (iii) or (iv) below, (ii) the Company may (A) distribute to all   
holders of such Existing Senior Debentures an offer to purchase (the form and   
terms of which offer to purchase shall conform in all material respects to all  
requirements of applicable law) on a date (any such date, regardless of         
whether any Existing Senior Debentures are actually tendered for purchase, is   
herein called a "Purchase Date") occurring not later than 30 days (or such      
longer period, if any, as is required by applicable law) after the              
distribution thereof, an aggregate principal amount of such Existing Senior     
Debentures the purchase price of which (including any premium payable, but      
excluding accrued interest) is equal to the Share (without giving               

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effect to any investment income received with respect thereto) applicable to    
such Existing Senior Debentures of 75% of the Net Sale Proceeds of the          
respective asset sale or sales at a price that is equal to or greater than par  
and less than or equal to par plus the redemption premium otherwise applicable  
to such Existing Senior Debentures on the applicable Purchase Date (in the      
event that the Existing Senior Debentures are not redeemable on such date the   
applicable premium shall be the redemption premium which would be in effect on  
the first date on which such securities will be redeemable), in each case,      
plus any accrued interest through the Purchase Date (which accrued interest     
shall be paid with any earnings on the amounts invested as described in clause  
(i) above and with additional funds, to the extent needed, provided by the      
Company), and (B) on the Purchase Date, accept all Existing Senior Debentures   
(or proportionate amounts thereof in cases where the offer to purchase is       
oversubscribed, with the effect being that in no event shall there be           
repurchased on any Purchase Date Existing Senior Debentures at an aggregate     
purchase price (exclusive of accrued interest) which exceeds the Share of 75%   
of the Net Sale Proceeds applicable thereto as described in preceding clause    
(A)) duly delivered to it in accordance with the terms of such offer to         
purchase (such securities, the "Tendered Securities") and withdraw, from        
amounts then on deposit with the Administrative Agent, an amount equal to the   
Share of 75% of the Net Sale Proceeds of the respective asset sale or asset     
sales applicable to such Existing Senior Debentures (or such lesser amount as   
equals the purchase price for the Existing Senior Debentures tendered for       
purchase) and any investment income on such amounts, which amounts shall be     
used by the Company (together with its own funds to the extent needed to pay    
additional interest) to pay all amounts then due and owing by the Company with  
respect to the purchase of Tendered Securities, (iii) on the Purchase Date      
(after giving effect to the purchases, if any, of the Existing Senior           
Debentures effected on such date in accordance with clause (ii) above), so      
long as no Acceleration Event has occurred and continues to exist with respect  
to the Existing Senior Debentures in connection with which the offer to         
purchase was made (and if such an Acceleration Event is in existence, all       
amounts hereinafter described in this clause (iii) shall instead be delivered   
by the Administrative Agent, to the extent it has actual knowledge of such      
Acceleration Event, to the Existing Senior Trustee for application to the       
Existing Senior Debentures), all amounts remaining on deposit with the          
Administrative Agent which relate to the Share of such Existing Senior          
Debentures of 75% of the Net Sale Proceeds from the asset sale or sales with    
respect to which the Purchase Date has just occurred (together with             

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any remaining investment income thereon not withdrawn pursuant to preceding     
clause (i) or (ii)), shall be released to the Company and (iv) if, at any time  
after the Share of the Existing Senior Debentures has been deposited in the     
cash collateral account described above in this proviso, the Existing Senior    
Debentures are redeemable, in relevant part, at par or at par plus a            
redemption premium (plus any accrued interest), then the Company may redeem,    
in relevant part, that portion of the Existing Senior Debentures the aggregate  
redemption price of which (together with the redemption premium, but excluding  
accrued interest) is equal to the Share allocable to the Existing Senior        
Debentures of 75% of the Net Sale Proceeds of the respective asset sale which   
is then on deposit in the cash collateral account (but excluding investment     
income thereon, which may be used, together with monies of the Company, to pay  
accrued interest in respect of such redemption), in accordance with the terms   
of the Existing Senior Indenture.  For purposes of this Section 3.03(f) and     
the last sentence of the definition of "Share", proceeds shall be deemed to be  
applied in accordance with Section 3.03(f) if the Company has (x) complied      
with the notice provisions of the Existing Senior Indenture in connection with  
a redemption of the Existing Senior Debentures (for so long as the Company      
continues to take all actions necessary to effect the specified redemption in   
accordance with the terms of the Existing Senior Indenture) or (y) deposited    
such proceeds in the cash collateral account referred to in this Section        
3.03(f).  Notwithstanding anything to the contrary contained above, if any      
sale of assets constituting Collateral occurs at any time when an Acceleration  
Event has occurred and is continuing, or is effected by the Collateral Agent    
pursuant to the exercise of its remedies under the respective Security          
Document, then all cash proceeds therefrom shall be retained by the Collateral  
Agent pursuant to the respective Security Document until applied to the         
obligations of the Secured Creditors as provided in the respective Security     
Document or released in accordance with the terms of the respective Security    
Document (although if any amounts are ultimately released from the respective   
Security Document, such released amounts shall at such time be required to be   
utilized to make reductions to the Total Commitment and prepayments as          
required by this Section 3.03 and by Section 4.02(a)).                          

      (g)   In addition to any other mandatory commitment reductions
pursuant to this Section 3.03, on each date, if any, upon which cash proceeds   
are released to the Company in accordance with clause (iii) contained in        
Section 3.03(f) (excluding investment income returned to the Company from time  
to time which is promptly used by the Company to pay                            

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interest then due and payable on the Existing Senior Debentures), the Total     
Commitment shall be reduced by an amount equal to the cash proceeds so          
returned to the Company.                                                        

      (h)   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 the 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   
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 one Business Day 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(h), 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 Indebtedness of the                              

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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(h)   
which have not in fact been so applied on or prior to the 60th day after the    
date of the receipt thereof.                                                    

     (i)   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       

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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 and Non-Facility Letter of Credit Outstandings    
exceeds the Adjusted Total Commitment as then in effect, the 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 sum of the     
Letter of Credit Outstandings and Non-Facility Letter of Credit Outstandings    
exceeds 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 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                                    

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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.                                                            

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 by the Company 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 immediately succeeding sentence or in the last sentence of Section          
4.04(b), any tax imposed on or measured by the net income of a Bank pursuant    
to the laws of the jurisdiction  or any political subdivision or taxing         
authority thereof or therein in which the principal office or applicable        
lending office of such Bank is located) and all interest, penalties or similar  
liabilities with respect thereto (collectively, "Taxes").  If any amounts are   
payable in respect of Taxes pursuant to the preceding sentence, then the        
Company shall reimburse each Bank, upon the written request of such Bank, for   
taxes imposed on or measured by the net income of such                          

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Bank pursuant to the laws of the jurisdiction or any political subdivision or   
taxing authority thereof or therein in which the principal office or            
applicable lending office of such Bank is located and for any withholding of    
income or similar taxes imposed by the United States of America 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.  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.    
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.                                                                   

         (b)   Each Bank 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  
agrees (i) in the case of any Bank that is a "bank" within the meaning of       
Section 881(c)(3)(A) of the Code which constitutes a Bank hereunder on the      
Restatement Effective Date, on or prior to the Restatement Effective Date, to   
provide to the Company and the Administrative Agent two accurate and complete   
original signed copies of Internal Revenue Service Form 4224 or Form 1001       
certifying to the Bank's legal entitlement to an exemption from United States   
withholding tax with respect to payments to be made under this Agreement, (ii)  
in the case of any Bank that is a "bank" within the meaning of Section          
881(c)(3)(A) of the Code, that, to the extent legally entitled to do so, (x)    
with respect to a Bank that is an assignee or transferee of interest under      
this Agreement pursuant to Section 13.04 hereof (unless the respective Bank     
was already a Bank hereunder immediately prior to such assignment or            
transfer), upon the date of such assignment or transfer to such Bank, and (y)   
with respect to any such Bank, from time to time upon the reasonable request    
of the Company or the Administrative Agent after the Restatement Effective      
Date, such Bank will provide to the Company and the Administrative Agent two    
accurate and complete original signed copies of Internal Revenue Service Form   
4224 or Form 1001 (or any successor forms) certifying to such Bank's legal      

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entitlement to an exemption from, or reduction in United States withholding     
tax with respect to payments to be made under this Agreement and under any      
Note, (iii) in the case of a Bank other than a Bank described in clause (i) or  
(ii) above, on or prior to the Restatement Effective Date, to provide to the    
Company and the Administrative Agent, on or prior to the Restatement Effective  
Date, to the extent legally entitled to do so, such other forms as may be       
required in order to establish the legal entitlement of such Bank to an         
exemption from withholding with respect to payments under this Agreement and    
under any Note and (iv) in the case of a Bank described in clause (iii), to     
the extent legally entitled to do so, (x) with respect to a Bank that is an     
assignee or transferee of interest under this Agreement pursuant to Section     
13.04 hereof (unless the respective Bank was already a Bank hereunder           
immediately prior to such assignment or transfer), upon the date of such        
assignment or transfer to such Bank, and (y) with respect to any such Bank,     
from time to time upon the reasonable request of the Company or the Agent       
after the Restatement Effective Date, to provide to the Company such other      
forms as may be required in order to establish the legal entitlement of such    
Bank to an exemption from withholding with respect to payments under this       
Agreement and under any Note.  Notwithstanding anything to the contrary         
contained in Section 4.04(a), but subject to the immediately succeeding         
sentence, the Company shall be entitled, to the extent it is required to do so  
by law, to deduct or withhold income or other 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 (without any    
obligation to pay the respective Bank additional amounts with respect thereto)  
for the account of any Bank which has not provided to the Company such forms    
required to be provided to the Company by a 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 and which has not provided to the Company or the    
Administrative Agent such forms required to be provided to the Company or the   
Administrative Agent pursuant to the first sentence of this Section 4.04(b).    
Notwithstanding anything to the contrary contained in the preceding sentence    
or in Section 4.04(a), the Company agrees to indemnify each Bank referred to    
in the previous sentence in the manner set forth in Section 4.04(a) in respect  
of any amounts deducted or withheld by it as described in the previous          
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    
income or similar taxes.                                                        

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     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 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 (i) from Shearman & Sterling,      
special counsel to the Company, from Reed, Smith, Shaw & McClay, special        
Pennsylvania counsel to the Company, and from Anthony J. diBuono, Esq.,         
General Counsel of the Company, opinions addressed to the Administrative Agent  
and each of the Banks and dated the Restatement Effective Date, covering the    
matters set forth in Exhibits D-1, D-2 and D-3, respectively, and such other    
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,      
(ii) from local counsel reasonably satisfactory to the Administrative Agent,    
opinions each of which shall be in form and substance satisfactory to the       
Administrative Agent and the Required Banks and shall cover the perfection and  
priority of the security interests granted pursuant to the Security Agreements  
and the Mortgages (except that no opinion need be given                         

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with respect to the priority of the lien of any Mortgage) and such other        
matters incident to the transactions contemplated herein as the Administrative  
Agent or any Bank may reasonably request and (iii) to the extent any stock of   
Foreign Subsidiaries organized in Canada is required to be pledged  on the      
Restatement Effective Date which was not pledged prior thereto, from foreign    
counsel reasonably satisfactory to the Required Banks in Canada, an opinion     
which shall be in form and substance satisfactory to the Required Banks and     
shall cover the perfection and priority of the security interests granted       
pursuant to the Pledge Agreements with respect to the Pledged Stock of Foreign  
Subsidiaries organized in Canada and such other matters incident to the         
transactions contemplated herein as the Administrative Agent or any Bank may    
reasonably request.                                                             

        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 of each Subsidiary of the Company the stock of which is        
pledged pursuant to a Pledge Agreement, and attested to by the Secretary or     
any Assistant Secretary of such Credit Party or other Subsidiary, in the form   
of Exhibit E with appropriate insertions, together with copies of the           
Certificate of Incorporation and By-Laws or, in the case of Foreign             
Subsidiaries, other organizational documents of such Credit Party or other      
Subsidiary and, in the case of each Credit Party, 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  EMPLOYEE BENEFIT PLANS; SHAREHOLDERS' AGREEMENTS; 
MANAGEMENT AGREEMENTS; EMPLOYMENT AGREEMENTS; COLLEC-                           

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TIVE BARGAINING AGREEMENTS; 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, the Effective   
Date, any (i) employee benefit plans, or any other similar plans or             
arrangements for the benefit of employees of the Company or any of its          
Subsidiaries and any profit sharing plans and deferred compensation plans of    
the Company or any of its Subsidiaries (collectively, the "Employee Benefit     
Plans"), (ii) agreements entered into by the Company or any of its              
Subsidiaries governing the terms and relative rights of its capital stock and   
any agreements entered into by shareholders relating to any such entity with    
respect to their capital stock (collectively, the "Shareholders' Agreements"),  
(iii) agreements with members of, or with respect to, the management of the     
Company or any of its Subsidiaries (collectively, the "Management               
Agreements"), (iv) employment agreements entered into by the Company or any of  
its Subsidiaries or any form of such agreement (collectively, the "Employment   
Agreements"), (v) collective bargaining agreements applying or relating to any  
employee of the Company or any of its Subsidiaries (collectively, the           
"Collective Bargaining Agreements"), (vi) 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 (vii)      
agreements evidencing or relating to the Existing Indebtedness of the Company   
and its Subsidiaries (collectively, the "Debt Agreements"), in each case, to    
the extent not previously delivered to the Existing Banks on the Effective      
Date; all of which Employee Benefit Plans, Shareholders' Agreements,            
Management Agreements, Employment Agreements, Collective Bargaining             
Agreements, 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,
the Subsidiaries Guaranty shall be in full force and effect.                    

     5.07  COMPANY PLEDGE AGREEMENT.  On the Restatement Effective
Date, 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                                            

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stock constituting Pledged Securities, and the Company Pledge Agreement shall   
be in full force and effect.                                                    

5.08  SUBSIDIARIES PLEDGE AGREEMENT.  On the Restatement
Effective Date, 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 in full      
force and effect.                                                               

      5.09  SECURITY AGREEMENTS.  On the Restatement Effective Date,
each 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 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; SURVEYS; 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 "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;          

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       (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; and                                                    

      (iii)    at the request of the Administrative Agent, with respect to
any Original Mortgaged Property that in the opinion of the          
Administrative Agent or the Required Banks, has been substantially  
improved since the Effective Date, a survey, in form and substance  
    satisfactory to the Administrative Agent and the Required Banks, of such
Original Mortgaged Property, dated a recent date acceptable to the  
Administrative Agent, certified by a licensed professional surveyor.

     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 the Administrative     
Agent, or on the ability of the Company or 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 Transaction 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                                    

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periods, if any, shall have expired without any action being taken by any       
competent authority which restrains, prevents or imposes materially adverse     
conditions upon the consummation of all or any part of the Transaction 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 Transaction  
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 Transaction), or with respect to any material           
Indebtedness of the Company or its Subsidiaries which is to remain outstanding  
after the consummation of the Transaction 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 F, addressed to the Administrative     
Agent and each of the Banks and dated the Restatement Effective Date, from the  
Chief Financial Officer of the Company, (ii) updates from Arthur D. Little      
Inc. of the environmental and hazardous substance analysis reports of Arthur    
D. Little Inc. delivered on the Effective Date which shall be in scope, and in  
form and substance, acceptable to the Administrative Agent and the Required     
Banks 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 Administrative   
Agent and the Required Banks 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 the Restatement Effective Date, the Original Loans of each Existing Bank     
which are in excess of the Revolving Loans required to be made or maintained    
by such Bank pursuant to Section 1.01 (after giving effect to the               

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Restatement Effective Date) shall have been repaid in full in accordance with   
Section 13.19(c) hereof.  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 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 November 28, 1993          
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 Transaction), which PRO FORMA balance sheet shall be in form and         
substance satisfactory to the Administrative Agent and the Required Banks.      

        5.16  EXISTING INDEBTEDNESS.  On the Restatement  Effective Date
and after giving effect to the Transaction and the other transactions           
contemplated hereby, the Existing Indebtedness shall consist only of (i) the    
Senior Notes, (ii) the Existing Senior Debentures, (iii) the Senior             
Subordinated Notes, (iv) the Senior Refinancing Notes, (v) the Canadian         
Government Financing, (vi) the IRB's and (vii) additional Indebtedness (which   
shall not be incurred in connection with, or in contemplation of, the           
Transaction) in an aggregate amount not to exceed $10,000,000, the terms and    
conditions of such additional Indebtedness to be reasonably satisfactory to     
the Administrative Agent and the Required Banks and (viii) Contingent           
Obligations relating to Indebtedness and lease payments of the Company and its  
Subsidiaries in an aggregate amount not to exceed $75,000,000, the terms and    
conditions of such Contingent Obligations to be reasonably satisfactory to the  
Administrative Agent and the Required Banks.  All material Existing             
Indebtedness shall remain outstanding immediately after the consummation of     
the Transaction and the financing therefor without any defaults or events of    
default existing thereunder or arising as a result of the Transaction 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                                        

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Indebtedness other than as requested or approved by the Administrative Agent    
or the Required Banks.                                                          

  5.17  CREDIT PARTIES' ACKNOWLEDGEMENT.  On the Restatement
Effective Date, each Credit Party (other than the Company) shall have executed  
and delivered to the Administrative Agent an acknowledgement in the form of     
Exhibit K hereto (the "Credit Parties' Acknowledgement"), whereby such Credit   
Party acknowledges and agrees to the entering into of the amendment and         
restatement of this Agreement, and further agrees that after the occurrence of  
the Restatement Effective Date, all Credit Documents theretofore executed and   
delivered by such Credit Party shall remain in full force and effect (and       
shall guaranty or secure, as the case may be, all Obligations pursuant to this  
Agreement).                                                                     

   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                                              

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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 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  
February 28, 1994, 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 Transaction, 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 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                                                   

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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 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 pursu-                                  

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ant to the terms of any indenture (including, without limitation, the indentures
relating to the Existing Senior Debentures, the Senior Subordinated Notes, the  
Senior Notes and the Senior Refinancing Notes), 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 October 3,    
1993, December 31, 1992, December 31, 1991 and December 31, 1990 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 principles and practices          
consistently applied.  Since October 3, 1993 (but after giving effect to the    
Transaction), 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.                

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       (b)   On and as of the Restatement Effective Date, after giving
effect to the Transaction 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 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), 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) 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 Administrative Agent 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                     

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Effective Date, the Company believed that the Projections were reasonable and   
attainable.                                                                     

     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 Transaction and (y) to pay fees and    
expenses related to the Transaction and (ii) proceeds of Revolving Loans and    
Swingline Loans incurred after the Restatement Effective Date shall be used     
for general corporate purposes, 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(f) 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 Regu-                                    

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lation 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, 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 Transaction.                      

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            

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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; except with respect to the         
Midwest Pension 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; except with         
respect to the Midwest Pension Plan, 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 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, will be effective to perfect the security interest         
granted to the Collateral Agent                                                 

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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,  
will be 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 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.  Except for the improvements referred to in Section        
13.16(d), as of the Restatement Effective Date, none of the Mortgaged           
Properties has been substantially improved since the Effective Date.            

      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.                        

        7.13  PROPERTIES.  The Company and each of its Subsidiaries have
good and marketable title to all Real Property                                  

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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 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 since the date of such balance    
sheets in the ordinary course of business or, in the case of any sale or        
disposition after the Restatement Effective Date, as otherwise 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 Transaction, 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         
November 28, 1993, 94,943,341 shares of Company Common Stock were issued and    
69,766,463 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 2,260,000 shares and 66,659 shares available to be      
issued as of December 31, 1993 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.  On and after the Restatement Effective Date, all Foreign              
Subsidiaries of the Company (other than Liard S.A., MA Aviotec Ltee, Delavan    
European Marketing Company Limited, Delavan Watson Ltd., H.T. Watson Limited    
and Spray Fabrications Ltd. which shall be owned by Wholly-Owned Subsidiaries   
of the Company which constitute Foreign Subsidiaries and Coltec International,  

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Inc., which shall be owned by the Company) are or shall be owned by Credit      
Parties which Credit Parties are both Wholly-Owned Subsidiaries of the Company  
and Domestic Subsidiaries of the Company.                                       

     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.                                                                          

     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 owner-                   

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ship, 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, 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                            

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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) of the Company and each of its Subsidiaries as of the Restatement     
Effective Date and which is to remain outstanding after giving effect to the    
Transaction (excluding 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 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          

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governing a leasehold interest of the Company or a Subsidiary of the Company    
and (iv) as described in Schedule X.                                            

      7.24  TRANSACTION.  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 Transaction, or otherwise required in connection with the     
Transaction, shall have been obtained, given, filed or taken (except as will    
be obtained, given, filed or taken in accordance with Section 13.16) and are    
or will be in full force and effect.  All actions pursuant to or in             
furtherance of the Transaction 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.                                                                    

     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 G.                

       (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 quar-                                                       

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  terly 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 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 9.09, 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 H,      
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.               

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     (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, 9.03,
    9.04, 9.05, 9.07, 9.08, 9.09 and 9.10, at the end of such fiscal 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 $350,000 or more which is not fully covered by insurance
and (iv) any other event which 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        

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   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                                   

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    of the Banks shall have received reasonable advance notice, and to which
all the 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 L. 

(l)   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 Administrative Agent 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 Administrative Agent 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 sit-                                           

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uated, 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 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.                                                  

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        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.            

       (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.  

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      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; 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 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                                  

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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 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 opin-                                            

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ions, in form and substance satisfactory to the Administrative Agent and the    
Required Banks, with respect to any Foreign Subsidiary that (i) 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,     
(ii) the entering into by such Foreign Subsidiary of a security agreement in    
substantially the form of the Subsidiaries Security Agreement and (iii) the     
entering into by such Foreign Subsidiary of a guaranty in substantially the form
of the Subsidiaries Guaranty, 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 (i)(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, 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 (including the holders
of the Existing Senior Debentures, but only to the extent required by the "equal
and ratable" provisions of the Existing Senior Indenture) pursuant to the       
applicable Pledge Agreement (or another pledge agreement in substantially       
similar form, if needed), and in the case of a failure to deliver the opinion   
described in clause (ii) above, such Foreign Subsidiary shall execute and       
deliver a security agreement (each a "Foreign Subsidiary Security Agreement"    
and, collectively, the "Foreign Subsidiary Security Agreements") securing the   
Obligations of the Company under the Credit Documents and under any Interest    
Rate Protection or Other Hedging Agreements or, in the event a Foreign          
Subsidiaries Guaranty shall have been executed by such Foreign Subsidiary, the  
obligations of such Foreign Subsidiary thereunder and, in either case, but      
only to the extent required by the "equal and ratable" provisions of the        
Existing Senior Indenture, the obligations of the Company under the Existing    
Senior Indenture, and in the case of a failure to deliver the opinion           
described in clause (iii) above, such Foreign Subsidiary shall execute and      
deliver a guaranty (each a "Foreign Subsidiary Guaranty" and, collectively,     
the "Foreign Subsidiary Guaranties") of the Obligations of the Company under    
the Credit Documents and under any Interest Rate Protection or Other Hedging    
Agreements, in each case 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.                                                             

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      8.12  OWNERSHIP OF SUBSIDIARIES.  On and after the Restatement
Effective Date the Company shall own, directly or indirectly, 100% of the       
capital stock of each of its Subsidiaries other than Garlock Bearings Inc,      
Garlock de Mexico, S.A. de C.V., Garlock Pty Limited and Louis Mulas Sucs,      
S.A. de C.V.                                                                    

     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.                                        

    8.14  PERMITTED TRANSACTIONS.  (a)  Subject to the remaining
provisions of this Section 8.14 applicable thereto and the requirements         
contained in the definition of Permitted Acquisition or Permitted Investment,   
as the case may be, the Company may from time to time after the Restatement     
Effective Date effect Permitted Transactions, so long as (x) with respect to    
each Permitted Transaction, (A) 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 such Permitted Transaction shall not exceed $75,000,000, (B) 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(h), (C) no Event of Default is in          
existence at the time of the consummation of such Permitted Transaction or      
would exist after giving effect thereto, (D) the Company shall have given the   
Administrative Agent and the Banks at least 10 days (or 30 days in the case of  
the first Permitted Transaction after the Restatement Effective Date) prior     
notice of any Permitted Transaction and (E) so long as any Existing Senior      
Debentures shall remain outstanding, the Banks shall have received an opinion   
from counsel, and in form and substance, satisfactory to the Administrative     
Agent, to the effect that such Permitted Transaction and the security           
arrangements described in Section 8.14(b) below with respect to such Permitted  
Transaction, do not violate any term or provision of the Existing Senior        
Debentures and (y) with respect to Permitted Investments, the aggregate amount  
of cash used in connection with Permitted Investments made after the            
Restatement Effective Date shall not exceed $15,000,000.                        

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     (b)   Before making the first Permitted Transaction after the
Restatement Effective Date, the Company shall have caused Permitted             
Acquisition Holdco and Permitted Acquisition Sub-Holdco to be formed (and all   
capital stock of each pledged pursuant to the Company Pledge Agreement, in the  
case of the capital stock of Permitted Acquisition Holdco, or the Pledge        
Agreement executed and delivered by Permitted Acquisition Holdco, in the case   
of the capital stock of Permitted Acquisition Sub-Holdco), and each of          
Permitted Acquisition Holdco and Permitted Acquisition Sub-Holdco shall have    
executed and delivered (x) the Subsidiaries Guaranty (by an amendment thereto   
pursuant to which they become a party thereto) or a substantially similar       
guaranty to the Subsidiaries Guaranty, in either case with the documentation    
to be in form and substance satisfactory to the Administrative Agent, and (y)   
a pledge agreement substantially similar to the Subsidiaries Pledge Agreement,  
except that neither such pledge agreement shall secure any of the obligations   
with respect to the Existing Senior Debentures, with such pledge agreements to  
be in form and substance satisfactory to the Administrative Agent.  At the      
time of each Permitted Transaction involving the creation or acquisition of a   
Domestic Subsidiary, or the acquisition of capital stock of any Person          
incorporated in the United States or a State or territory thereof, all capital  
stock thereof acquired in connection with such Permitted Transaction shall be   
directly owned by Permitted Acquisition Holdco and pledged for the benefit of   
the Secured Creditors (excluding the holders of Existing Senior Debt) pursuant  
to the Pledge Agreement executed and delivered by Permitted Acquisition         
Holdco, and in the case of each acquisition of a Foreign Subsidiary or the      
acquisition of capital stock of any Person organized outside the United States  
and the States and territories thereof, all capital stock thereof acquired in   
connection with such Permitted Transaction shall be directly owned by           
Permitted Acquisition Sub-Holdco and pledged (except that not more than 66% of  
the total combined voting power of all classes of capital stock of any Foreign  
Subsidiary acquired in connection with any such Permitted Transaction shall be  
required to be so pledged, except to the extent otherwise required in           
accordance with Section 8.11) to the Collateral Agent for the benefit the       
Secured Creditors (excluding the holders of Existing Senior Debentures)         
pursuant to the Pledge Agreement executed and delivered by Permitted            
Acquisition Sub-Holdco.  The Company shall take all actions necessary so that   
neither Permitted Acquisition Holdco nor any of its Subsidiaries at any time    
constitutes a "Restricted Subsidiary" under, and as defined in, the Existing    
Senior Indenture.  Notwithstanding the foregoing, when no Existing Senior       
Debentures shall remain outstanding, the Company shall not be                   

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required to form Permitted Acquisition Holdco or Permitted Acquisition          
Sub-Holdco, or if such corporations shall have already been formed, Permitted   
Acquisition Holdco and Permitted Acquisition Sub-Holdco shall not be required   
to own the capital stock of Subsidiaries created or acquired in connection      
with Permitted Transactions, PROVIDED, that at the time of each Permitted       
Transaction involving the creation or acquisition of a Domestic Subsidiary, or  
the acquisition of capital stock of any Person incorporated in the United       
States or a State or Territory thereof, all capital stock thereof acquired in   
connection with such Permitted Transaction shall be directly owned by the       
Company or a Domestic Subsidiary and shall be pledged for the benefit of the    
Secured Creditors pursuant to a Pledge Agreement executed and delivered by the  
Company or the Domestic Subsidiary of the Company directly owning such capital  
stock, and in the case of each acquisition of a Foreign Subsidiary or the       
acquisition of capital stock of any Person organized outside the United States  
and the States and territories thereof by the Company or a Domestic             
Subsidiary, all capital stock thereof acquired in connection with such          
Permitted Transaction shall be pledged (except that not more than 66% of the    
total combined voting power of all classes of capital stock of such Foreign     
Subsidiary shall be required to be so pledged, except to the extent otherwise   
required in accordance with Section 8.11) to the Collateral Agent for the       
benefit of the Secured Creditors pursuant to a Pledge Agreement executed and    
delivered by the Company or the Subsidiary of the Company directly owning such  
capital stock.                                                                  

       (c)   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 only be required to enter into         
guaranties or additional security documents to the extent required by Section   
8.11.                                                                           

          (d)   Notwithstanding anything to the contrary contained above, no
Permitted Acquisition and no Permitted Investment involving the acquisition by  
the Company and its Subsidiaries of a Person which, after giving effect to      
such Permitted Investment, would constitute a "Subsidiary" of the               

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Company may be effected unless (w) recalculations are made by the Company of    
compliance with the covenants contained in Sections 9.08 and 9.09 for the       
period of four consecutive fiscal quarters most recently ended prior to the     
date of such Permitted Transaction, on a PRO FORMA basis as if the              
respective Permitted Transaction had 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 Transaction had occurred on the first day of     
such period, (x) 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 Transaction, that the financial covenants contained in     
Sections 9.08 and 9.09 will continue to be met for the one year period          
following the date of the consummation of the respective Permitted              
Transaction, (y) the Administrative Agent and the Required Banks shall have     
been satisfied in their reasonable discretion that the proposed Permitted       
Transaction could not reasonably be expected to result in materially increased  
tax, ERISA or environmental liabilities with respect to the Company or any of   
its Subsidiaries, provided that, so long as the notice referred to in Section   
8.14(a)(D) has been given and so long as the Company has furnished to each      
Bank which has requested information as to the liabilities of the type          
described in this clause (y), if any Bank has not notified the Company or the   
Administrative Agent on or prior to the 4th day prior to the consummation of a  
Permitted Transaction that such Bank has not yet been satisfied that the        
proposed Permitted Transaction could not reasonably be expected to result in    
materially increased tax, ERISA or environmental liabilities with respect to    
the Company or any Subsidiary of the Company, then such Bank shall be deemed    
for purposes of this clause (y) to be so satisfied and (z) prior to the         
consummation of the respective Permitted Transaction, 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    
(w), (x) and (y) and containing the PRO FORMA calculations required by          
preceding clauses (w) and (x).  The consummation of each Permitted Transaction  
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                               

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Domestic Subsidiaries to, grant to the Collateral Agent, for the benefit of     
the Secured Creditors (but with respect to the holders of Indebtedness under    
the Existing Senior Debentures, only to the extent such security is required    
to be granted pursuant to the "equal and ratable" provisions thereof), 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 (but excluding   
the holders of Existing Senior Debentures), 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 substantially similar to the analogous Security Documents       
already executed and delivered by other Subsidiaries, with such changes as are  
required so that the obligations relating to the Existing Senior Debentures     
are not secured thereunder, except to the extent required in the case of        
requested security granted pursuant to Section 8.15(a)) 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                                                     

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the rights of all third Persons 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)   Within 45 days following the Restatement Effective Date, the
Company shall, and/or shall cause its applicable Subsidiaries to, with respect  
to each additional Pledge Agreement, if any, delivered on the Restatement       
Effective Date to the extent relating to the pledge of the stock of a Foreign   
Subsidiary (other than the Canadian Subsidiaries and the stock of Foreign       
Subsidiaries pledged on the Effective Date), (i) enter into such modifications  
or                                                                              

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supplements to such Pledge Agreement (or such replacement or supplemental       
Pledge Agreements) as the Collateral Agent shall deem reasonably necessary or   
advisable after consulting with local counsel in the jurisdiction in which the  
respective Foreign Subsidiary is organized, and (ii) to the extent permitted    
by applicable law, take all actions reasonably necessary or appropriate (in     
the judgment of the Collateral Agent after consulting with local counsel in     
the jurisdiction in which the respective Foreign Subsidiary is organized) to    
create, preserve, perfect and protect the security interest granted to the      
Collateral Agent pursuant to such Pledge Agreement (including, without          
limitation, effecting amendments to the respective Foreign Subsidiary's         
organizational documents if deemed reasonably necessary or appropriate by the   
Collateral Agent).  Each of the Banks hereby authorizes and directs the         
Collateral Agent to enter into the modifications and supplements referred to    
in clause (i) of the second preceding sentence.  The Company shall pay, or      
reimburse the Collateral Agent for, all expenses (including, without            
limitation, of local counsel) incurred pursuant to this clause (f).             

 (g)   In the event that at any time after the Restatement
Effective Date, Holdings shall cease to constitute an Inactive Subsidiary, the  
Company shall cause Holdings to become a party to each of the Subsidiaries      
Guaranty, the Subsidiaries Pledge Agreement and the Subsidiaries Security       
Agreement.                                                                      

     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:                            

      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, assump-                                                   

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tion 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, but only to the respective date, if any, set forth in such    
Schedule VIII for the removal and termination of any such Liens;    

(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 $15,000,000 and (y) in
   all events, the Lien encumbering 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                                      

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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 $15,000,000, 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;                     

       (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;                                           

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      (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 the 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; and       

      (xxi)   Liens not otherwise permitted by the foregoing clauses (i)
through (xx) securing any Indebtedness of the Company and/or its    
Subsidiaries permitted under Section 9.04(j), provided that the     
aggregate principal amount of Indebtedness on a consolidated basis  
secured by Liens permitted by this clause (xxi) shall not exceed    
$5,000,000 at any time outstanding.                                 

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     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 $1,000,000, 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 are applied in
accordance with, and to the extent                                  

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   required by, Section 3.03(e) or 3.03(f), 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 Transactions in accordance
with the requirements of Section 8.14;                              

(viii)   Immaterial Dissolutions shall be permitted;          

      (ix)   (A) 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 and (B) the Company may transfer all of the
 stock of Coltec International Inc to CII Holdings Inc., PROVIDED that
   in each case (x) the Administrative Agent consents to such transfer and
  the manner of effecting such transfer and (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;                                                      

       (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 (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 Subsidiary), (w) no businesses, properties or assets may be 
transferred                                                         

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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) 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 $5,000,000 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); and                                     

       (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).         

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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 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, and (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 (x) the aggregate amount               
expended by the Company pursuant to clauses (A) and (B) (collectively, the      
"Restricted Payments") plus (y) the Permitted Prepayment Amount, shall not      
exceed the Permitted Use Amount in any one fiscal year of the Company.          

       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:                                       

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

     (b)   Indebtedness existing on the Restatement Effective Date
shall be permitted to the extent the same is listed on Schedule VI, 
PROVIDED that (i) no refinancing or renewals of such Indebtedness   
   shall be permitted unless (x) such refinancing or renewal shall be upon
the same terms and conditions as in effect for the respective issue 

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   on the Restatement Effective Date or (y) in the case of any refinancing
or renewal of the Existing Senior Debentures, such refinancing or   
  renewal shall be on the same terms and conditions as the Senior Notes,
and in the case of each of clause (x) and (y), with such changes or 
modifications as would constitute a Permitted Amendment, (ii) any   
   refinancing or renewal shall not be in excess of the respective amounts
 set forth on Schedule VI (as such amounts may have been reduced after
the Restatement Effective Date through repayments other than with   
proceeds of the respective refinancing) and (iii) no refinancing or 
renewals of such Indebtedness shall be permitted to the extent such 
 Indebtedness is repaid with the proceeds of the Permitted Receivables
Transaction in accordance with Section 3.03(h);                     

(c)   accrued expenses;                                 

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

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

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

(g)   Indebtedness consisting of, without duplication,  
Non-Facility Letters of Credit and reimbursement obligations with   
  respect thereto, so long as the aggregate amount thereof (A) as of the
Restatement Effective Date, when added to the Letter of Credit      
 Outstandings at such time, does not exceed $85,000,000 and (B) at any
   time outstanding does not exceed either of (x) when added to the Letter
  of Credit Outstandings at such time, $100,000,000 or (y) when added to
 the aggregate principal amount of Revolving Loans and Swingline Loans
    then outstanding and the Letter of Credit Outstandings at such time, the
Total Commitment then in effect;                                    

        (h)   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 Transaction) in an aggregate amount outstanding for
all such Subsidiaries at any one time not to exceed $75,000,000;    

       (i)   Indebtedness of Foreign Subsidiaries of the Company in an
   aggregate amount outstanding at any one time not to exceed $15,000,000;

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         (j)   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 Interest Coverage Ratio of the Company is greater than 2.5:1.0 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 (each of the foregoing, a "Calculation Period") 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, provided that a portion of such Indebtedness may be   
secured solely by Liens permitted under Section 9.01(xxi);          

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

          (l)   Canadian Government Financing incurred after the Restatement
  Effective Date in an aggregate principal amount outstanding at any one
time not in excess of $30,000,000, 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;                                     

  (m)   Contingent Obligations in respect of indemnities and
  purchase price adjustments incurred in connection with asset sales, to
the extent customary in connection with the respective type of asset
sale; and                                                           

      (n)   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 $3,000,000 payable
in any fiscal year of the Company.                                  

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     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
$30,000,000, PROVIDED that all loans pursuant to this clause (iii)  
    shall be evidenced by one or more promissory notes in form and substance
satisfactory to the Administrative Agent which are 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 such loans 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 I and, in the case of loans made by 
Domestic Subsidiaries, such promissory notes shall be pledged to the
 Collateral Agent for the benefit of the Secured Creditors pursuant to
the Pledge Agreement executed and delivered by such Subsidiary;     

     (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                           

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  aggregate amount not to exceed $20,000,000 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 Canadian Subsidiaries may make loans to other Canadian
Subsidiaries;                                                       

      (vii)    Foreign Subsidiaries (other than the Canadian 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 Permitted Acquisitions;    

     (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                                                          

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  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 purchase or redeem Existing Senior Debentures,
Senior Notes and Senior Refinancing Notes in accordance with the    
requirements of Section 9.10(i);                                    

        (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, 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 and its Subsidiaries may consummate Permitted
Transactions to the extent permitted by Section 8.14;               

   (xix)    the Company may make advances, investments and loans not
otherwise permitted by this Section 9.05 in an amount not to exceed 
$15,000,000 at any one time outstanding.                            

      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                                         

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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 under the Registration Rights Agreement,    
and (iii) the Company may perform its obligations pursuant to the Tax Sharing   
Agreements.  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   
during any fiscal year (taken as one accounting period) the Company and its     
Subsidiaries may make Capital Expenditures so long as the aggregate amount of   
such Capital Expenditures does not exceed in any fiscal year the amount set     
forth opposite such fiscal year below:                                          

FISCAL YEAR ENDING                        AMOUNT                    

December 31, 1994                         $50,000,000               
December 31, 1995                         $55,000,000               
December 31, 1996                         $60,000,000               
December 31, 1997                         $65,000,000               
December 31, 1998 and thereafter          $70,000,000               

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 ended after the Restatement Effective Date 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.                 

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      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      
(or, if shorter, the period beginning on the Restatement Effective Date and     
ending on the last day of a fiscal quarter ended after the Restatement          
Effective Date), in each case taken as one accounting period, ending during a   
period set forth below to be less than the ratio set forth opposite such        
period below:                                                                   

PERIOD                                    RATIO         

Restatement Effective Date to and                                     
including the last day of the                                         
last fiscal quarter of 1994                      2.25:1               

Thereafter                                       2.50:1               

   9.10  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) make (or give any notice in respect  
of) any voluntary or optional payment or prepayment on or redemption            
(including pursuant to any change of control provision) or acquisition for      
value of (including, without limitation, by way of depositing with the trustee  
with respect thereto money or securities before due for the purpose of paying   
when due), the Senior Subordinated Notes, the Senior Notes, the Existing        
Senior Debentures, the Senior Refinancing Notes or any Permitted Refinancing    
Indebtedness (other than, so long as no Default or Event of Default exists or   
would exist after giving effect thereto, (w) any such issue of Indebtedness     
may, and shall be required to be, repaid with the proceeds of Permitted         
Refinancing Indebtedness incurred in respect of such issue in accordance with   
Section 9.04(b), (x) prepayments or redemptions of the Senior Subordinated      
Notes or any issue of Permitted Refinancing Indebtedness incurred in respect    
thereof, PROVIDED that the aggregate amount expended by the Company in          
respect of all such prepayments and redemptions (the "Permitted Prepayment      
Amount") plus the aggregate amount expended by the Company for Restricted       
Payments in any one fiscal year of the Company shall not exceed the Permitted   
Use Amount for such fiscal year, (y) repurchases, in accordance with Section    
3.03(f), and prepayments or redemptions of, the Existing Senior Debentures      

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and (z) after the repayment in full of the Existing Senior Debentures, the      
prepayment or redemption of the Senior Notes, the Senior Refinancing Notes and  
any issue of Permitted Refinancing Indebtedness incurred to refinance the       
Existing Senior Debentures, the Senior Notes and/or the Senior Refinancing      
Notes, PROVIDED that the aggregate amount expended by the Company in respect    
of this clause (z) in any one fiscal year of the Company shall not exceed an    
amount equal to $50,000,000); (ii) amend or modify, or permit the amendment or  
modification of, any provision of the Senior Subordinated Notes, the Senior     
Notes, the Existing Senior Debentures, the Senior Refinancing Notes and, if     
entered into, the Permitted Receivables Transaction or any Permitted            
Refinancing Indebtedness, or of any agreement (including, without limitation,   
any purchase agreement, indenture, loan agreement or security agreement)        
relating to any of the foregoing other than pursuant to a Permitted Amendment,  
(iii) 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 other than any amendment effected at the request of     
the Collateral Agent pursuant to Section 8.15(f) hereof, any amendment          
increasing the authorized number of shares of common equity which may be        
issued by such Person, to the extent the issuance of such equity is permitted   
by this Agreement, and any amendment, modification or change which does not     
relate to the terms of any capital stock or other security and which would not  
adversely affect the interests of the Banks under this Agreement or the other   
Credit Documents, 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, in the case of this clause (y), the entering into of         
agreements by the Company with its employees relating to stock options issued   
or to be issued to such employees in the ordinary course of business            
consistent with past practice, PROVIDED that no such agreement may impose       
any put or other similar monetary obligation on the Company other than a        
contingent obligation on the part of the Company to make loans of the type      
described in Section 9.05(xi)(y), provided that the Company shall have no       
obligation to make any such loan unless, at the time of the making thereof,     
such loan is permitted under Section 9.05(xi), (iv) amend, modify or change or  
enter into any new, Shareholders' Agreement or Management Agreement, (v) enter  
into any new Tax Sharing Agreement or amend, modify, change, terminate or       
enter into any Tax Sharing Agreement, or (vi) enter into any new Employee       
Benefit Plan or Employment Agreement or amend, modify or change, in a manner    
adverse to the Banks,  any Employee Benefit Plan or Employment Agreement,       
except (A) in the case of clause (vi) if the aggregate costs to the Company     
and its Subsidiaries as a result of such amendments, modifications, changes     
and new agreements are not reasonably likely to have a                          

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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 and (B) in the case of the clause (iii)(y), (iv)  
and (v) any amendment, modification or change that would not adversely affect   
the interests of the Banks under this Agreement or the other Credit Documents.  

      9.11  LIMITATION ON CERTAIN RESTRICTIONS ON SUBSIDIARIES.  The
Company will not, and will not permit any of its Subsidiaries 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) permitted by this Agreement and the other Credit Documents and (iii)  
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.                                                      

        9.12  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                                                                  

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respective Subsidiary of the Company to which the stock is required to be       
issued in accordance with Section 8.14 and the definition of Permitted          
Acquisition, (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 and (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.                                                 

      9.13  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.                                        

      9.14  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 Foreign Subsidiary that  
is a Wholly-Owned Subsidiary, (y) each such new 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,                                                                     

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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 9.14   
shall be taken to the satisfaction of the Administrative Agent and shall be at  
the sole cost and expense of the Company.                                       

      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 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 Indebt-                                                                    

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edness (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 $5,000,000; 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                

      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            

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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                      

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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 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,                         

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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 $5,000,000 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 $5,000,000;                           

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     
Administrative Agent, the Co-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 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):         

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   "Acceleration Event" shall have the meaning provided in the
respective Security Document.                                                   

       "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 9.14.                                           

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

         "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 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 9.14 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.                                   

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   "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 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.                                                        

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    "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, PROVIDED that (i) if BTCo         
shall resign as a Co-Agent hereunder, one of the remaining Co-Agents (who, if   
there are more than one remaining Co-Agent, shall be selected by a majority of  
the then remaining Co-Agents) or, if there are no remaining Co-Agents, the      
respective successor Co-Agent, shall become the replacement Administrative      
Agent and (ii) BTCo or its successor shall continue to act as Collateral Agent  
until such replacement Administrative Agent shall have been selected.           

     "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.                       

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

  "Applicable Margin" shall mean 1% less the then applicable
Leverage Reduction Discount.                                                    

 "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).

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

         "Backstopped Letters of Credit" shall mean those Existing Letters
of Credit described in Part B of 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.                                                                  

        "Bank Debt" shall mean and include all Loans, Letters of Credit,
Unpaid Drawings outstanding hereunder and the Total Unutilized Commitment at    
such time.                                                                      

          "Bank Debt Amount" at any time shall mean that amount which equals
the sum of the aggregate principal amount of all Loans then outstanding, the    
Letter of Credit Outstandings at such time and the Total Unutilized Commitment  
at such time.                                                                   

     "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                                                     

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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 Section
9.04(j).                                                                        

         "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 Menasco Aerospace Ltd,
Walbar Canada Inc., Garlock of Canada Ltd and MA Aviotec Ltee.                  

          "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                                           

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on the books of such Person, in each case taken at the amount thereof           
accounted for as indebtedness in accordance with such principles.               

       "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 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. Section 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) other than    
members of the Morgan Group                                                     

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(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 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.                                                           

       "Co-Agent" shall mean each of the Banks listed as "Co-Agent" on
the signature pages hereof, each in its capacity as Co-Agent for the Banks      
hereunder, and shall include any successor to any of the respective Co-Agents   
appointed pursuant to Section 12.10.                                            

       "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; provided that for purposes of Sections 3.03(e) and   
(f) (except the last sentence of Section 3.03 (f)) "Collateral" shall only      
include that Collateral which secures the Existing Senior Debentures as well    
as the Obligations hereunder.                                                   

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

          "Collective Bargaining Agreements" shall have the meaning provided
in Section 5.05.                                                                

    "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)                                       

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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 mean the Company Pledge
Agreement, dated as of March 24, 1992, between the Company and the Collateral   
Agent, as modified, supplemented or amended from time to time.                  

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

    "Company Security Agreement" shall mean the Company Security
Agreement, dated as of March 24, 1992, between the Company and the Collateral   
Agent, as modified, supplemented or amended from time to time.                  

         "Consolidated Current Assets" shall mean the consolidated current
assets of the Company and its Subsidiaries (other than the Insurance            
Receivable) 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).                                 

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          "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.                                                                         

       "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 Sections 3.03(e) and (f) (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.              

       "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 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                                    

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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, each Security Document and the        
Credit Parties' Acknowledgement.                                                

        "Credit Event" shall mean the making of any Loan, the conversion
of any Loan by any Continuing Bank on 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.                                                   

         "Credit Parties' Acknowledgement" shall have the meaning provided
in Section 5.17.                                                                

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

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          "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.                                                           

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

          "Direct Wholly-Owned Subsidiary" shall mean, as to any Person, any
other Person which would constitute a Wholly-Owned Subsidiary of such Person    
even if the phrase "and/or one or more Wholly-Owned Subsidiaries of such        
Person" appearing in the definition of the term "Wholly-Owned Subsidiary" were  
deleted.                                                                        

         "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.                                                                       

      "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 2.05(b).

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         "Effective Date" shall mean the date on which the Original Credit
Agreement 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.                                                     

   "Employee Benefit Plans" shall have the meaning provided in
Section 5.05.                                                                   

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

"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   
(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. Section 9601 ET SEQ.; Resource Conservation and       
Recovery Act, as amended, 42 U.S.C. Section 6901 ET SEQ.; the Federal Water     
Pollution Control Act, 33 U.S.C. Section 1251 ET SEQ.; the Toxic Substances     
Control Act, 15 U.S.C. Section 7401 ET SEQ.; the Clean Air Act, 42 U.S.C.       
Section 7401 ET SEQ.; the Safe Drinking Water Act, 42 U.S.C. Section 3803 ET    
SEQ.; the Oil Pollution Act of 1990, 33 U.S.C. Section 2701 ET SEQ.; Federal    
Insecticide, Fungicide, and Rodenticide Act, 7 U.S.C. Section 136 ET SEQ., and  
any state and local or foreign counterparts or substantial equivalents thereof. 

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         "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.                                                                        

   "Existing Agents" shall mean each of Bankers Trust Company,
Chemical Bank, Barclays Bank PLC, New York Branch and Credit Lyonnais New York  
Branch, as Agents pursuant to the Original Credit Agreement.                    

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

          "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       

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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 Senior Debentures" shall mean the $91,625,000 
outstanding aggregate principal amount of the Company's 11-1/4% Senior          
Debentures due 1996 through 2015.                                               

         "Existing Senior 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.         

  "Existing Senior Trustee" shall mean the Trustee under the
Existing Senior Indenture.                                                      

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

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

"Final Maturity Date" shall mean June 30, 1999.         

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

        "Foreign Subsidiary Guaranty" shall have the meaning provided in
Section 8.11.                                                                   

      "Foreign Subsidiary Security Agreement" shall have the meaning
provided in Section 8.11.                                                       

      "Guaranties" shall mean the Subsidiaries Guaranty, the Foreign
Subsidiary Guaranties, if any, 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 and each Foreign
Subsidiary, if any, which executes and delivers a Foreign Subsidiary Guaranty.  

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  "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 (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.                                   

"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  
$2,000,000, (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 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                                                

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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 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 9.10), such Defeased            
Indebtedness shall not be considered outstanding Indebtedness for purposes of   
this Agreement.                                                                 

    "Insurance Receivable" shall mean that certain receivable or
receivables of the Company from certain of its insurance carriers the nature    
of which is described in Note 13 to the financial statements contained in the   
Company's Annual Report for the fiscal year ended December 31, 1992.            

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

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     "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.                                 

        "IRB's" shall mean all Indebtedness set forth in Paragraphs 5-11
and 18 of Schedule of VI.                                                       

       "Issue" shall mean each of the different issues of Senior Debt,
with there being two separate Issues for purposes of this Agreement, I.E.,      
the Bank Debt and the Existing Senior Debentures.                               

          "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 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.                                                    

          "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).                                                                        

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         "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 2.03(a).                                                                

        "Leverage Reduction Discount" shall mean initially zero and from
and after the first day of any Margin Reduction Period (the "Start Date") to    
and including the last day of such Margin Reduction Period, (x) 1/4 of 1% to    
the extent but only to the extent that as of the last day of the most recent    
fiscal quarter ending immediately prior to such Start Date for which a          
certificate has been delivered to the Banks pursuant to the immediately         
succeeding sentence (such date of delivery being referred to herein as the      
"Test Date") both of the following conditions are met:  (i) the Interest        
Coverage Ratio as determined on such Test Date shall be greater than 4.0:1 and  
(ii) Rated Indebtedness of the Company shall be rated at least BBB-by S&P and   
Baa3 by Moody's; or (y) 1/2 of 1% to the extent but only to the extent that as  
of the respective Test Date both of the following conditions are met: (i) the   
Interest Coverage Ratio, as determined on such Test Date shall be greater than  
4.5:1 and (ii) Rated Indebtedness of the Company shall be rated at least BBB    
by S&P and Baa2 by Moody's; PROVIDED that (A) in the event that the ratings     
of the Company's Rated Indebtedness by S&P and Moody's shall differ by one or   
more rating levels (including numerical modifiers and (+) and (-) as rating     
levels), the rating by each of S&P and Moody's shall be deemed to be the lower  
of the two rating levels, PROVIDED that if the split ratings differ by more     
than one rating level, a rating which is one level higher than the lower        
rating shall be utilized and (B) the Leverage Reduction Discount shall be       
reduced to zero at all times during which there shall exist a Default or Event  
of Default.  The Interest Coverage Ratio shall be determined on each Test       
Date, for the period comprised of the four consecutive fiscal quarters of the   
Company immediately preceding such Test Date (or, if shorter, the period        
beginning on the Restatement Effective Date and ending on such Test Date), in   
each case taken as one accounting period.  It is understood and agreed that     
the Leverage Reduction Discount as provided above shall in no event be          
cumulative and only the Leverage Reduction Discount, if any, available          
pursuant to one of clause (i) or (ii) contained in this definition shall be     
applicable at any time.                                                         

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          "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.

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

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

    "Margin Reduction Period" shall mean each period which shall
commence on a date on which Section 8.01(b) or (c) Financial Statements are     
delivered and end on the earlier of (i) the next date of actual delivery of     
Section 8.01(b) or (c) Financial Statements or (ii) the final date by which     
the next Section 8.01(b) or (c) Financial Statements are required to be         
delivered.                                                                      

       "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 Swingline Amount" shall mean $10,000,000.      

  "Midwest Pension Plan" shall mean the Midwest Pension Plan
effective July 1, 1967 and sponsored by the Midwest Pension Plan joint board    
of trustees.                                                                    

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

  "Morgan Group" shall mean and include Morgan Stanley & Co.
Incorporated, Morgan Stanley Group Inc., The Morgan Stanley Leveraged Equity    
Fund II, L.P., Colt Equity Investors,                                           

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L.P. and any other investment fund formed and managed by Morgan Stanley Group,  
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 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) or 3.03(f), as the case may be.   

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

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        "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.

        "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.                                                                           

         "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 Co-Agents, the Collateral Agent or any Bank pursuant to the terms    
of this Agreement or any other Credit Document.                                 

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

         "Original Loans" shall mean collectively, the Original Term Loans
and 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 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.                               

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

         "Participant" shall have the meaning provided in Section 2.04(a).

    "Payment Blockage Notice" shall have the meaning provided in
Section 12.09.                                                                  

        "Payment Blockage Period" shall have the meaning provided in the
Senior Subordinated Note Documents.                                             

          "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 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           

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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, (C) those acquisitions      
that are structured as asset acquisitions (i) shall be for an entire business,  
division or product line of such Person and (ii) if at the time of such asset   
acquisition any Existing Senior Debentures shall remain outstanding, the        
Company shall form a new Domestic Subsidiary, which shall be a Direct           
Wholly-Owned Subsidiary of Permitted Acquisition Holdco, to effect such         
acquisition, provided that (x) if substantially all the business, division or   
product line being acquired is conducted outside the United States and the      
States and territories thereof, then at the Company's option the newly-formed   
Subsidiary may be a Foreign Subsidiary, in which case it shall be a Direct      
Wholly-Owned Subsidiary of Permitted Acquisition Sub-Holdco, and (4) the        
Company or any of its Subsidiaries may effect asset acquisitions constituting   
an entire product line of such Person without forming a new Subsidiary to       
effect such acquisition so long as the aggregate amount of Permitted Acquired   
Debt incurred plus the aggregate amount of cash expended to effect such         
acquisitions in any fiscal year of the Company does not exceed $10,000,000 in   
such fiscal year and (D) if, at the time of such acquisition any Existing       
Senior Debentures shall remain outstanding, those acquisitions that are         
structured as stock acquisitions shall be effected either                       

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through a purchase of 100% of the capital stock of such Person by Permitted     
Acquisition Holdco if such Person is organized in the United States or a State  
or territory thereof) or Permitted Acquisition Sub-Holdco (if such Person is    
organized outside the United States and territories thereof) or through a merger
between such Person and a newly-formed Direct Wholly-Owned Subsidiary of        
Permitted Acquisition Holdco or Permitted Acquisition SubHoldco, as the case may
be, so that after giving effect to such merger 100% of the capital stock of the 
surviving corporation of such merger is owned by Permitted Acquisition Holdco   
(if such surviving corporation is organized in the United States or a State or  
territory thereof) or by Permitted Acquisition Sub-Holdco (if such surviving    
corporation is organized outside the United States and the States and           
territories thereof). 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 Acquisition Holdco" shall mean a Direct Wholly-Owned
Subsidiary of the Company, which is a Domestic Subsidiary of the Company, and   
which has no assets other than its ownership interest in Permitted Acquisition  
Sub-Holdco and other Domestic Subsidiaries formed to effect, or acquired by it  
pursuant to, Permitted Transactions and other than any dividends paid by any    
such Person to the extent that such dividends are permitted to be made and      
retained by Permitted Acquisition Holdco, under this Agreement and the Pledge   
Agreement to which it is a party, and which shall have no Indebtedness other    
than pursuant to the Credit Documents and other than intercompany indebtedness  
permitted pursuant to Sections 9.04 and 9.05 hereof.                            

   "Permitted Acquisition Sub-Holdco" is a Direct Wholly-Owned
Subsidiary of Permitted Acquisition Holdco, which is a Domestic Subsidiary      
formed by the Company after the Restatement Effective Date, and which has no    
assets other than its ownership interest in Foreign Subsidiaries formed to      
effect, or acquired by it pursuant to, Permitted Transactions and other than    
any dividends, and by any such Person to the extent that such dividends are     
permitted to be made and retained by Permitted Acquisition Sub-Holdco under     
this Agreement and the Pledge Agreement to which it is a party, and which       
shall have no Indebtedness other than pursuant to the Credit Documents, and     
other than inter-company indebtedness permitted pursuant to Sections 9.04 and   
9.05 hereof.                                                                    

       "Permitted Amendment" shall mean any amendment or supplement to
the documents governing or evidencing the respective                            

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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.                                                         

        "Permitted Employee Loan Amount" shall mean, with respect to the
fiscal year of the Company ended December 31, 1994, $2,000,000, and 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            
Subsidiary of the Company, although such acquisition shall only be a Permitted  
Investment so long as (A) the consideration therefor consists solely of cash    
and (B) (i) such investments shall be for less than 100% of the common equity   
interests (or similar equity interests) of such Person and (ii) if, at the      
time of such investment, any Existing Senior Debentures shall remain            
outstanding, all equity interests so acquired shall be directly acquired and    
owned by Permitted Acquisition Holdco (if such Person is organized in the       
United States or a State or territory thereof) or by Permitted Acquisition      
Sub-Holdco (if such Person is organized outside the United States and the       
States and territories thereof).  Notwithstanding anything to the contrary      
contained in the immediately preceding sentence, an investment                  

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shall be a Permitted Investment only if all requirements of Section 8.14        
applicable to Permitted Investments are met with respect thereto.               

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

        "Permitted Prepayment Amount" shall have the meaning provided in
Section 9.10.                                                                   

        "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(h).                

        "Permitted Refinancing Indebtedness" shall mean any Indebtedness
incurred pursuant to Section 9.04(b) which refinances, in whole or in part,     
the Senior Subordinated Notes, the Senior Notes, the Existing Senior            
Debentures or the Senior Refinancing Notes or any Indebtedness that previously  
refinanced same.                                                                

     "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 for purposes of calculating the Permitted Use        
Amount, Consolidated Net Income for the fiscal year ended December 31, 1993     
shall be determined without giving effect to (A) adjustments reflecting         
extraordinary gains and losses during such period and (B) to the extent not     
included in clause (A), the Restructuring Charge.                               

       "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.     

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       "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 9.14.                                                                        

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

        "Pledged Stock" 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, with respect to any Additional
Indebtedness, the calculation of the consolidated results of the Company and    
its Subsidiaries otherwise determined in accordance with this Agreement as if   
the respective Additional Indebtedness (and all other Additional Indebtedness   
incurred during the respective Calculation Period or thereafter and prior to    
the date of determination pursuant to Section 9.04(j)) had been effected on     
the first day of the respective Calculation Period; provided that all           
calculations of Consolidated Interest Expense shall take into account the       
following assumptions:                                                          

     (i)   PRO FORMA effect shall be given to (l) any Indebtedness
incurred subsequent to the end of the Cal-                          

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culation Period referred to in clause (i) and prior 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 date of determination, the Restructuring 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                       

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      Person that has become a Subsidiary of the Company during such Calculation
      Period or subsequent to 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.

  "Purchase Date" shall have the meaning provided in Section
3.03(f).                                                                        

       "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.                                         

         "RCRA" shall mean the Resources Conservation and Recovery Act, as
the same may be amended from time to time, 42 U.S.C. Section 6901 ET SEQ.       

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         "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.                                                                     

          "Registration Rights Agreement" shall mean the Registration Rights
and Management Agreement, dated as of October 13, 1993, among the Company,      
Morgan Stanley & Co. Incorporated and former shareholders of Holdings without   
giving effect to any amendments, modifications, supplements or waivers after    
the Restatement Effective Date.                                                 

        "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(b) 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 51  
percent 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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       "Restatement Effective Date" shall have the meaning provided in
Section 13.10.                                                                  

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

     "Restructuring Charge" shall mean the restructuring charge of
$25,219,000 recorded by the Company in the second fiscal quarter of the fiscal  
year ended December 31, 1993, to cover the cost of consolidation and            
rearrangement of certain manufacturing facilities and related reductions in     
work force.                                                                     

         "Retained Amount" shall mean the sum of (i) the Net Sale Proceeds
received from each single sale of assets by the Company or any of its           
Subsidiaries with respect to which the Net Sale Proceeds received in respect    
thereof are not in excess of $500,000, up to an aggregate amount of $5,000,000  
in any one fiscal year and (ii) the aggregate amount of Net Sale Proceeds       
received from asset sales in any one fiscal year of the Company not in excess   
of 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 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, the Co-Agents, the
Administrative Agent, the Collateral Agent, 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 and the holders of          
Existing Senior Debentures but only to the extent the Existing Senior           
Debentures remain outstanding and are required to be secured in accordance      
with the terms of the Security Documents because of the "equal and rateable"    
provisions of the Existing Senior Indenture.  Without limiting the foregoing,   
it is understood and agreed that                                                

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the holders of the Existing Senior Debentures shall not constitute Secured      
Creditors with respect to any Security Documents executed and delivered by      
Permitted Acquisition Holdco and its Subsidiaries.                              

      "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.                                     

        "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 8.11,   
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 Debt" shall mean and include each of the Bank Debt and the
Existing Senior Debentures.                                                     

     "Senior Note Indenture" shall mean the Indenture, dated as of
April 1, 1992, by and between the Company and United States Trust Company of    
New York, as trustee, as amended, modified or supplemented from time to time    
pursuant to the terms of this Agreement.                                        

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

     "Senior Refinancing Note Indenture" shall mean the Indenture,
dated as of October 26, 1992, by and between the Company and United States      
Trust Company of New York, as Trustee,                                          

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as amended, modified or supplemented from time to time pursuant to the terms of 
this Agreement.                                                                 

        "Senior Refinancing Notes" shall mean the $150,000,000 aggregate
principal amount of the Company's 9-3/4% Senior Notes due October 26, 1999,     
issued pursuant to the Senior Refinancing Note Indenture.                       

  "Senior Subordinated Note Documents" shall mean the Senior
Subordinated Notes, the Senior Subordinated Note Indenture and all other        
documents and agreements related thereto.                                       

      "Senior Subordinated Note 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.         

         "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.                                                                        

      "Share" shall mean, with respect to each amount required to be
applied to the repayment of Senior Debt (or, in the case of the Bank Debt, to   
reduce the Total Commitment) pursuant to Section 3.03(f), a fraction of such    
amount, which fraction shall equal (x) in the case of the Existing Senior       
Debentures, that fraction of which shall be the then outstanding principal      
amount of Existing Senior Debentures (less all amounts then on deposit for the  
benefit of the Existing Senior Debentures pursuant to Section 3.03(f) but not   
yet applied to the repayment of same) and the denominator of which shall be     
the Share Denominator and (y) in the case of the Bank Debt, that fraction of    
which shall be the Bank Debt Amount and the denominator of which shall be the   
Share Denominator.  For purposes of determining the Share of the Existing       
Senior Debentures or Bank Debt for purposes of this definition or the           
definition of "Share Denominator", the determination of the outstanding         
principal amount of Existing Senior Debentures or Bank Debt Amount shall be     
made at the time that the applicable asset sale proceeds are received.          

        "Share Denominator" shall mean an amount equal to (A) the sum of
(i) the then outstanding principal amount of Existing Senior Debentures and     
(ii) the Bank Debt Amount less (B) all amounts then on deposit for the benefit  
of the Existing Senior Debentures pursuant to Section 3.03(f) but not yet       
applied to the repayment of same.                                               

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     "Shareholders' Agreements" shall have the meaning provided in
Section 5.05.                                                                   

       "S&P" shall mean Standard & Poor's Ratings Group, a division of
McGraw-Hill, 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 have the meaning provided in the definition of
"Leverage Reduction Discount".                                                  

          "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.)                                                  

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

     "Subsidiaries Guaranty" shall mean the Subsidiaries Guaranty,
dated as of March 24, 1992, made by each Subsidiary Guarantor, as modified,     
supplemented or amended from time to time.                                      

          "Subsidiaries Pledge Agreement" shall mean the Subsidiaries Pledge
Agreement, dated as of March 24, 1992, among each Subsidiary Pledgor and the    
Collateral Agent, as modified, supplemented or amended from time to time.       

     "Subsidiaries Security Agreement" shall mean the Subsidiaries
Security Agreement, dated as of March 24, 1992, among each Subsidiary Assignor  
and the Collateral Agent, as modified, supplemented or amended from time to     
time.                                                                           

      "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.    

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        "Subsidiary Assignor" shall mean each Domestic Subsidiary of the
Company in existence on the Restatement Effective Date other than Holdings (so  
long as it remains an Inactive Subsidiary), Garlock Bearings Inc, Apollo        
Insurance Company and Salt Lick Railroad Company.                               

         "Subsidiary Guarantor" shall mean (i) each Domestic Subsidiary of
the Company in existence on the Restatement Effective Date other than Holdings  
(so long as it remains an Inactive Subsidiary), Garlock Bearings Inc, Apollo    
Insurance Company and Salt Lick Railroad Company and (ii) each Foreign          
Subsidiary, if any, that executes a Foreign Subsidiaries Guaranty in            
accordance with Section 8.11.                                                   

       "Subsidiary Pledgor" shall mean each Domestic Subsidiary of the
Company in existence on the Restatement Effective Date other than Holdings (so  
long as it remains an Inactive subsidiary), Garlock Bearings Inc, Apollo        
Insurance Company and Salt Lick Railroad Company.                               

         "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(a).                                                                        

     "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.

        "Tendered Securities" shall have the meaning provided in Section
3.03(f).                                                                        

        "Test Date" shall have the meaning provided in the definition of
"Leverage Reduction Discount".                                                  

  "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                                               

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Revolving Loans and Swingline Loans then outstanding and the then aggregate     
amount of Letter of Credit Outstandings.                                        

   "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.                                      

  "Transaction" shall mean the occurrence of the Restatement
Effective Date and each Credit Event on the Restatement Effective Date.         

        "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. 35, 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
2.05(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.                           

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         "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.                                                    

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

       "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 and each of Credit Lyonnais New York Branch,    
The Industrial Bank of Japan, Limited, New York Branch, The Bank of Montreal    
and The Bank of Nova Scotia as Co-Agents (for purposes of this Section 12, the  
term "Agents" shall include each of the Administrative Agent, the Co-Agents     
and Bankers Trust Company in its capacity as Collateral Agent pursuant to the   
Security Documents) 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 Agents 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 Agents by the terms hereof and thereof and such other powers as are      
reasonably incidental thereto.  The Agents may perform any of their duties      
hereunder by or through their officers, directors, agents or employees.         

    12.02  NATURE OF DUTIES.  The Agents shall have no duties or
responsibilities except those expressly set forth in                            

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this Agreement and the Security Documents.  Neither the Agents nor any of their 
officers, directors, agents or employees 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 Agreement or any other Credit       
Document, expressed or implied, is intended to or shall be so construed as to   
impose upon the Agents any obligations in respect of this Agreement or any other
Credit Document except as expressly set forth herein.  Notwithstanding anything 
to the contrary contained herein, the Co-Agents, in their capacities as such,   
have no obligations, liabilities or responsibilities under or in connection with
this Agreement or the other Credit Documents.                                   

 12.03  LACK OF RELIANCE ON THE AGENTS.  Independently and
without reliance upon the Agents, 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, the Agents shall   
have no 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.  The Agents shall not 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.                                                                        

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 12.04  CERTAIN RIGHTS OF THE AGENTS.  If the Agents 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 Agents shall be entitled to refrain from such act or       
taking such action unless and until the Agents shall have received              
instructions from the Required Banks; and the Agents 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 Agents as a result of the Agents 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 Agents 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 Agents 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 it.                                                         

 12.06  INDEMNIFICATION.  To the extent the Agents are not
reimbursed and indemnified by the Company the Banks will reimburse and          
indemnify each 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 CAPACITY.  With respect to
their obligation to make Loans under this Agreement and to issue, assume or     
participate in Letters of Credit, each of the Agents 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.  The Agents may accept deposits from, lend money to,     
and generally                                                                   

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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 Agents 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 Agents.  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  CERTAIN NOTICES.  Notwithstanding anything to the
contrary contained in the Senior Subordinated Note Documents, no Agent shall    
deliver a notice (a "Payment Blockage Notice") to commence a Payment Blockage   
Period under the indenture governing the Senior Subordinated Notes unless       
either (x) the Administrative Agent shall have consented to the delivery of     
such Payment Blockage Notice or (y) the Required Banks shall have directed the  
delivery of a Payment Blockage Notice.  In the event the Required Banks shall   
have directed any Agent to deliver a Payment Blockage Notice, such Agent shall  
promptly deliver such Payment Blockage Notice in accordance with such           
direction.                                                                      

      12.10  RESIGNATION BY THE AGENTS.  (a)  Each of the Agents 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.  Each such resignation shall take  
effect upon the expiration of such 15-day period, PROVIDED that the             
resignation of the last remaining Agent shall take effect upon the appointment  
of a successor Agent pursuant to clauses (b) and (c) below or as otherwise      
provided below.                                                                 

       (b)   Upon any such notice of resignation of the last remaining
Agent, the Banks shall appoint a successor 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 Agent shall not have been so appointed within
such 15 Business Day period, the respective                                     

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Agent, with the consent of the Company, shall then appoint a successor Agent    
who shall serve as Agent hereunder or thereunder until such time, if any, as    
the Banks appoint a successor Agent as provided above.                          

         (d)   If no successor 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 respective Agent, the respective Agent's           
resignation shall become effective and the Banks shall thereafter perform all   
the duties of the respective Agent hereunder and/or under any other Credit      
Document until such time, if any, as the Banks appoint a successor Agent as     
provided above.                                                                 

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 Administrative Agent in connection   
with its syndication efforts with respect to this Agreement and of the          
Administrative Agent, each of the Co-Agents 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 Co-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      
than to the extent attributable to such Bank) to pay such taxes; and (iii)      
indemnify the Administrative Agent, each of the Co-Agents, 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 the           
Administrative Agent, any of the Co-Agents or any Bank is a party thereto)      
related to the entering into and/or performance                                 

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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            
Transaction) 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.                                                        

       13.03  NOTICES.  Except as otherwise expressly provided herein,
all notices and other communications provided for                               

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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 of the Co-Agents (other than the        
Administrative Agent), or 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 Administrative Agent or to any Co-Agent  
shall not be effective until received by the Administrative Agent or such       
Co-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 con-                                                                

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sent 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 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 BTCo 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,                                

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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, 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) or     
(ii) of Section 4.04(b), the forms described in such clause (i) or (ii), as     
the case may be, and (y) in the case of a Bank described in clause (iii) of     
Section 4.04(b), the forms described in such clause (iii).                      

      13.05  NO WAIVER; REMEDIES CUMULATIVE.  No failure or delay on
the part of the Administrative Agent, the Collateral Agent, any Co-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, the Co-Agents or any Bank or the    
holder of                                                                       

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any Note would otherwise have.  No notice to or demand on any Party in any      
case shall entitle any 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 Co-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 purchase for cash without recourse or warranty from the other     
Banks an interest in the Obligations of the respective 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 specifi-                             

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cally provided herein, all computations determining compliance with Sections    
9.03, 9.07, 9.08, 9.09 and 9.10 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) (except that "push down"     
accounting will not be utilized).                                               

       (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).                                                       

       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    

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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 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                                                                        

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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 and/or converted by such 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                         

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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 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, or    
otherwise modify, the definition of Required Banks 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 (v) 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     
increase in the Commitment of such Bank), without the consent of such Bank,     
(w) 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, (x) without the consent of BTCo alter its rights  
or obligations with respect to Swingline Loans, (y) 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 or (z) without the consent of the Collateral Agent,        
amend, modify or waive any provision relating to the rights or obligations of   
the Collateral 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),                                                      

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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, 2.05, 2.06, 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, 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.             

       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,      
2.05, 2.06 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 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                                                                             

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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 executes an agreement with such Bank containing provisions       
substantially identical to those contained in 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.  (a)  Notwithstanding anything to
the contrary contained in this Agreement or the Security Documents, the         
parties hereto acknowledge and agree that the financing statements, Mortgage    
Amendments and other documents required to be filed pursuant to Sections 5.09   
and 5.10 (excluding those that were required to be filed prior to the           
Restatement Effective Date), if any, shall be presented to the Collateral       
Agent on the Restatement Effective Date and shall be duly filed within eight    
days thereafter, it being understood and agreed that the Collateral Agent need  
not have received original acknowledgement copies of such statements, Mortgage  
Amendments or other documents within such eight day period.                     

       (b)  The representations and warranties with respect to the due
filing of such financing statements and Mortgage Amendments (excluding those    
that were required to be filed prior                                            

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to the Restatement Effective Date) and the perfection and priority of the       
security interests under the Security Documents insofar as they relate to such  
additional financing statements and Mortgages, as amended by the Mortgage       
Amendments, only, and any defaults arising therefrom shall be waived for such   
eight day period.  In addition, to the extent inaccurate as a result of the     
failure to complete the actions described in Section 8.15(f), except with       
respect to Canadian Subsidiaries (which actions, if any are required, must be   
completed on or before the Restatement Effective Date), prior to the 45th day   
occurring after the Restatement Effective Date, the representations and         
warranties with respect to the security interests granted by the Company and    
its Subsidiaries in the stock of the respective Foreign Subsidiaries and any    
defaults arising as a result thereof shall be waived for such 45-day period.    

      (c)   Within 45 days after the Restatement Effective Date, the
Company shall have delivered to the Collateral Agent fully executed             
counterparts of Additional Mortgages in each case in form and substance         
satisfactory to the Administrative Agent, which Additional Mortgages shall      
cover such of the Real Property owned by the Company in Chandler, Arizona and   
Greenville (Hodges), South Carolina, together with evidence that counterparts   
of the Additional Mortgages have been delivered to the title insurance company  
insuring the Lien of the Additional Mortgages 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 on each 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(c) has been complied with.                                                

          (d)   Upon completion of the improvements under construction as of
the Restatement Effective Date to the Original Mortgaged Property located in    
Fort Worth, Texas, but in any event no later than October 1, 1994, a survey,    
in form and substance satisfactory to the Administrative Agent and sufficient   
to omit the survey-related exceptions contained in the title insurance          
endorsement referred to in Section 5.10(ii) and relating to the Forth Worth,    
Texas property, of such Original Mortgaged Property, shall have been delivered  
to the Administrative Agent and certified by a licensed professional surveyor.  

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      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 Company acknowledges and agrees that the reference to
"Section 8.12 of the Credit Agreement" and "Section 8.18(c) of the Credit       
Agreement" contained in the second to last and last sentence, respectively, of  
Paragraph 2 of the Company Pledge Agreement shall be deemed hereafter to be     
references to "Section 8.11 of the Credit Agreement" and "Section 8.15 of the   
Credit Agreement", respectively.                                                

    (c)   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                                                            

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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    
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                            

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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 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.                                               

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     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 Revolving Loan 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 or maintain (including by way of         
conversion) that principal amount of Revolving Loans to the Company as is       
required by Section 1.01(a), provided that if the Original Loans of any         
Continuing Bank outstanding on the Restatement Effective Date (immediately      
before giving effect thereto) exceed the aggregate principal amount of Loans    
required to be made available by such Bank on such date (after giving effect    
to the Effective Date), then Original Loans of such Continuing Bank in an       
amount equal to such excess shall be repaid on the Effective Date to such       
Continuing Bank and (ii) in the case of each Existing Bank with no Commitment,  
as the case may be, as set forth on 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 Revolving Loan Commitment         
(under, and as defined in, the Original Credit Agreement) of such Existing      
Bank, if any, shall be terminated,                                              

   -152-

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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 Revolving Loan       
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.                                                              

         (d)  In the event of the resignation of any Existing Agent on and
as of the Restatement Effective Date, each of the parties to the Credit         
Agreement hereby waives the delivery of any notice required pursuant to         
Section 12.10 of the Original Credit Agreement in connection with such          
resignation.                                                                    

   -153-

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     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.                                                                  

ADDRESS:                                                                        

430 Park Avenue                       COLTEC INDUSTRIES INC                     
New York, New York  10022                                                       
Attn:  Paul G. Schoen                                                           
Tel:  (212) 940-0429                                                            
Fax:  (212) 940-0496                  By                                        
                                        --------------------------------------
        Title:

                  BANKERS TRUST COMPANY,
                             Individually, as Co-Agent and
Attn:                                   as Administrative Agent                 
Tel:                                                                            
Fax:                                                                            
By  
                                        --------------------------------------
        Title:

              [LIST OTHER BANKS]

 -154-

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                                                 ANNEX A

NEW BANKS   

ABN AMRO Bank N.V.    

Canadian Imperial Bank of Commerce, Inc.    

Comerica Bank     

Continental Bank      

Society National Bank     

The Sumitomo Bank, Limited      

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                                              SCHEDULE I

COMMITMENTS       

BANK                                                            COMMITMENT      

BANKERS TRUST COMPANY                                          $33,000,000      
BANK OF MONTREAL                                                33,000,000      
THE BANK OF NOVA SCOTIA                                         33,000,000      
CREDIT LYONNAIS NEW YORK BRANCH                                 33,000,000      
THE INDUSTRIAL BANK OF JAPAN, LIMITED,                                          
NEW YORK BRANCH                                               33,000,000    
THE BANK OF NEW YORK                                            25,000,000      
CIBC, INC.                                                      25,000,000      
THE LONG TERM CREDIT BANK OF JAPAN,                                             
LIMITED, NEW YORK BRANCH                                      25,000,000    
THE NIPPON CREDIT BANK, LIMITED,                                                
NEW YORK BRANCH                                               25,000,000    
SOCIETY NATIONAL BANK                                           25,000,000      
ABN AMRO BANK, N.V.                                             15,000,000      
THE BANK OF TOKYO TRUST COMPANY                                 15,000,000      
BANQUE PARIBAS                                                  15,000,000      
CONTINENTAL BANK, N.A.                                          15,000,000      
THE SUMITOMO BANK, LIMITED                                      15,000,000      
ARAB BANKING CORPORATION                                        10,000,000      
BANK OF IRELAND                                                 10,000,000      
BANK OF SCOTLAND                                                10,000,000      
BANQUE FRANCAIS DU COMMERCE EXTERIEUR                           10,000,000      
COMERICA BANK                                                   10,000,000      
                                                        ------------
 TOTAL                                                  $415,000,000
                                                        ------------
                                                        ------------

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                                                               SCHEDULE II

  EXISTING LETTERS OF CREDIT

PART A.  INCLUDED LETTERS OF CREDIT       

                                                                [Download Table]


Letter of     Stated           Issuing           L/C Supportable               
Credit No.    Amount           Bank              Indebtedness                  
---------     ------           -------           ---------------               
                                                                               

S-08405       $1,185,764.00    Bankers Trust     Menasco Overhaul - California 
                                                 Compensation (backstop for    
                                                 Sumitomo LC)                  

S-08406          750,000.00    Bankers Trust     Holley - Michigan Workers     
                                                 Compensation                  

S-08408        1,000,000.00    Bankers Trust     Guaranty of Crucible loan     
                                                 from Mellon Bank              

S-08409        1,875,000.00    Bankers Trust     Guaranty of Crucible loan from
                                                 Chase (assigned to Norwest    
                                                 Bank)                         

S-08410        3,100,000.00    Bankers Trust     FM Engine performance bond    

S-08411          467,991.34    Bankers Trust     FM Engine performance bond    

S-08412        2,102,000.00    Bankers Trust     Garlock - New York Workers    
                                                 Compensation                  

S-08413          750,000.00    Bankers Trust     Chandler Evans - Connecticut  
                                                 Workers Compensation          

S-08414          500,000.00    Bankers Trust     Coltec Auto - Oklahoma Workers
                                                 Compensation                  

S-08415          441,781.00    Bankers Trust     Holley - Kentucky Workers     
                                                 Compensation                  

9208041S209    6,805,000.00    Credit Lyonnais   Apollo reinsurance obligation 

S-08666          125,000.00    Bankers Trust     FM Engine performance bond    

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                                                               SCHEDULE II
                                                                    Page 2

                                                                [Download Table]
                                                                                

S-08674        1,000,000.00    Bankers Trust     FM Engine performance bond     

S-08676        5,381,750.00    Bankers Trust     Colt Firearms UAE performance  
                                                 and warranty LC's (backstop for
                                                 Chemical's LC's)               

921221IS347    3,480,000.00    Credit Lyonnais   Apollo reinsurance obligation  

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PART A.  (continued)                      

                                                                [Download Table]


Letter of     Stated           Issuing           L/C Supportable               
Credit No.    Amount           Bank                Indebtedness                
---------     ------           -------           ----------------              
                                                                               

S-09036       $5,900,000.00    Bankers Trust     FM Engine performance bond    

S-09497            3,000.00    Bankers Trust     FM Engine performance bond    

S-09555           26,501.52    Bankers Trust     FM Engine performance bond    

S-09690          541,857.00    Bankers Trust     Performance guaranty          

S-09691        1,625,569.00    Bankers Trust     Advance payment guaranty      

S-09705          500,000.00    Bankers Trust     Performance bond              

              PART B.  Backstopped Letters of Credit                           
                       -----------------------------                           

1272          $2,000,000.00    Chemical          GHQ UAE - firearms performance

1278           1,000,000.00    Chemical          GHQ UAE - firearms warranty   

1464           1,365,000.00    Chemical          GHQ UAE - firearms performance

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                                                                [Download Table]
                                                                              

1465             334,250.00    Chemical          GHQ UAE - firearms warranty  

1466             682,500.00    Chemical          GHQ UAE - firearms warranty  

400940         1,185,764.00    Sumitomo          Menasco Overhaul - California
                                                 Workers Compensation         

              PART C.  Existing Non-Facility Letters of Credit                
                       ---------------------------------------                

S8200783      $6,086,404.00    Westpac Banking   Menasco performance guaranty 

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                                                                    SCHEDULE III

                         REAL PROPERTY

PART A                  MORTGAGED PROPERTIES                                    

ADDRESS                                           COUNTY        
-------                                           ------        

1.     Charter Oak Boulevard                              Hartford            
West Hartford, CT  06133-0651                                   

2.     811 Fourth Street                                  Polk                
West Des Moines, IA 50265-0100                                  

3.     701 Lawton Avenue                                  Rock                
Beloit, WI 53511                                                

4.     900 Farnam Drive                                   Juneau              
Necedah, WI                                                     

5.     11955 East Nine Mile Road                          Macomb              
Warren, MI 48089-2003                                           

6.     1801 Russelville Road                              Warren              
Bowling Green, KY 42101                                         

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                                                        SCHEDULE III
                                                              Page 2

7.     2800 Griffin Drive                                 Warren              
Bowling Green, KY                                               

8.     1300 Opdyke                                        Sequoyah            
Sallisaw, OK 74955                                              

9.     4000 South Highway 157                             Tarrant             
Fort Worth, TX 76040-7012                                       

10.     First and Cedar Streets                            Los Angeles          
Burbank, CA 91510-7071                                          

11.     26 East Providence Avenue                          Los Angeles          
Burbank, CA 91502                                               

12.     3501 Wisman Lane                                   Adams                
Quincy, IL 62301-1257                                           

13.     300 East Industrial Boulevard                      Harrison             
Longview, TX 75606                                              

14.     Peabody Industrial Center                          Essex                
Peabody, MA 01960-3369                                          

15.     811 West Broadway                                  Maricopa             
Tempe, AZ 85282                                                 

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16.     6402 Rockton Road                                  Winnebago            
Roscoe, IL 61073                                                

17.     104 Pheasant Run                                   Bucks                
Newtown, PA 18940                                               

18.     23 Friends Lane                                    Bucks                
Newtown, PA  18940                                              

19.     400 Bella Vista Drive                              Carroll              
Carroll, IA 51401-0826                                          

20.     602 North 10th Street                              Camden               
Camden, NJ 08101-0648                                           

21.     238 Water Street                                   New Haven            
Naugatuck, CT 06770-0231                                        

22.     211 West Palmetto Street                           De Soto              
Arcadia, FL 33821                                               

PART B                          OWNED                                           
------                          -----                                           

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1.     300 Alling Drive                                   Wayne               
Sodus, NY 14551                                                 

2.     U.S. Highway 301 South                             Bamberg             
Bamberg, SC  29003                                              

3.     20 Delavan Drive                                   Lee                 
Lexington, TN  38351                                            

4.     208 Rose Street                                    Lycoming            
Williamsport, PA 17701                                          

5.     2250 Fuller Street                                 Polk                
West Des Moines, IA  50265                                      

6.     2250 Delavan Drive                                 Polk                
West Des Moines, IA  50265                                      

7.     450 Rubber Avenue                                  New Haven           
Naugatuck, CT 06770                                             

8.     2400 West 6th Avenue                               Jefferson           
Pine Bluff, AR 71601                                            
(10 acres vacant land and                                       

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9.76 acres stockyard)                                           

9.     5500 Jefferson Parkway                             Jefferson           
Pine Bluff, AR 71602                                            

10.     12850 Inkster Road                                 Wayne                
Redford, MI 48239                                               

11.     1666 Division Street                               Wayne                
Palmyra, NY 14522                                               

12.     700 Mid-Atlantic Parkway                           Gloucester           
Thorofare, NJ 08086                                             

13.     211 North Jackson                                  Ector                
Odessa, TX 79760                                                

14.     1600 Industry Road                                 Montgomery           
Hatfield, PA 19440                                              

15.     19  143rd Street                                   Lake                 
Hammond, IN  46320                                              

16.     11th and Vine                                      Warren               

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Bowling Green, KY                                               

17.     1708 Adams Street                                  Montgomery           
Porter, TX                                                      

18.     323 South Bracken Lane                             Maricopa             
Chandler, AZ  85224                                             

19.     5525 Highway 25 North                              Greenville           
Hodges, SC  29653                                               

20.     1400 South Service Road West                                            
Oakville, Ontario, Canada L6L 5Y7                               

21.     1303 Aerowood Drive                                                     
Mississauga, Ontario, Canada L4W 2P6                            

22.     Route Nationale 49                                                      
F-59570 Bavay, France                                           

23.     Shaver Road                                                             
Brantford, Ontario, Canada N3T 5P9                              

24.     Gorsey Lane                                                             

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Widnes                                                          
Cheshire WA8 ORJ, England                                       

25.     66 Jutland Road                                                         
Etobicoke, Ontario, Canada                                      

26.     4100 Rue Garlock                                                        
Sherbrooke, Quebec, Canada J1L 1W5                              

27.     Apartado 15-103                                                         
Poniente 116, No. 571                                           
Col. Industrial Vallejo                                         
Delegacion Azcapotzalco                                         
02300 Mexico, D.F.                                              

28.     400 Trader's Boulevard East                                             
Mississauga, Ontario, Canada L4Z 1W7                            

PART C                                 LEASED                                   
------                                 ------                                   

ADDRESS                          CITY                       ST                  
---------------------            ----------------------     --                  

Southern Mobile Plant            Bay Minette                     AL             
7th & Dobson                     Bay Minette                     AL             

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200 E. 11th Avenue                      Pine Bluff                      AR      
2400 West Sixth Avenue                  Pine Bluff                      AR      
NW of Hwy 79                            Wabbeseka                       AR      
550 Carson Playa Dr                     Carson                          CA      
156 South Park Street                   San Francisco                   CA      
712 Fair Oaks Ave                       S. Pasadena                     CA      
7755 Center Avenue                      Huntington                      CA      
150 Huyshope Avenue                     Hartford                        CT      
Charter Oak Blvd                        West Hartford                   CT      
E/S Water St.                           Naugatuck                       CT      
Water Street                            Naugatuck                       CT      
2176-78 Reserve Prk Trc                 Port St. Lucie                  FL      
1229 Johnson Ferry Rd                   Marietta                        GA      
2621 Sandy Plains Rd                    Marietta                        GA      
734 Foster Ave                          Bensenville                     IL      
55 Randall St.                          Elk Grove Vill.                 IL      
1200 Roosevelt Road                     Glen Ellyn                      IL      
Wiseman Lane                            Quincy                          IL      
6402 Rockton Road                       Roscoe                          IL      
7810 Quincy St.                         Willowbrook                     IL      
4351 E 82nd St #C                       Indianapolis                    IN      
Seasons Shoppes E., Lot 2               Crown Point                     IN      
1411 Woodland Ave                       Michigan City                   IN      
5437 Johnson Drive                      Mission                         KS      

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83 First Street                         Gretna                          LA      
5536 Superior Dr                        Baton Rouge                     LA      
20 Park Plaza Suite 47                  Boston                          MA      
1748 Northwood Dr                       Troy                            MI      
650 Stephenson Highway                  Troy                            MI      
13500 Wayne Rd                          Livonia                         MI      
129 East Campbell                       Alpena                          MI      
338 Hanley Ind. Ct.                     Brentwood                       MO      
State Highway 32                        Water Valley                    MS      
408 Gallimore Dairy Rd                  Greensboro                      NC      
Crowder Creek Rd                        Gastonia                        NC      
315 Edison Way                          Reno                            NV      
826 Packer Way                          Sparks                          NV      
430 Park Ave                            New York                        NY      
One Marine Midland Pla                  Rochester                       NY      
6094 Executive Blvd                     Dayton                          OH      
13811 Enterprise Ave                    Cleveland                       OH      
4740 Briar Rd                           Cleveland                       OH      
4515 South Yale Suite                   Tulsa                           OK      
150 Pleasant Dr Suite                   Aliquippa                       PA      
1200 New Rodgers Road                   Bristol                         PA      
908 Perry Highway                       Pittsburgh                      PA      
110 Keystone Dr                         Montgomeryville                 PA      
230 Vista Park Dr                       Pittsburgh                      PA      

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3466 Progress Drive                     Bensalem                        PA      
509 Industrial Drive                    Springfield                     TN      
Space Park North                        Goodlettsville                  TN      
Forrest Heights St                      Paris                           TN      
12253 Northwoods Park                   Houston                         TX      
1000 South Loop West                    Houston                         TX      
950 Westbank Avenue                     Austin                          TX      
8027 Blankenship Dr                     Houston                         TX      
Highway 349                             Longview                        TX      
3269 South Main St                      Salt Lake City                  UT      
630 Tidewater Dr                        Norfolk                         VA      
High St                                 St Johnsbury                    VT      
18926 10th Place South                  Seattle                         WA      
40 Lake Bellevue Suite                  Bellevue                        WA      
15th Ave, N.W.                          Seattle                         WA      
10527 NE 69th St                        Kirkland                        WA      
10900 NE 8 St Suite 10                  Bellevue                        WA      
Parklaan 76 2700                        Niklaas                         BL      
6125 11th St. S.E.                      Calgary, AB                     CN      
14368-123 Ave                           Edmonton, AB                    CN      
21 Kendale Road                         Kendale                         AU      
17 Willis Street                        Arncliffe                       AU      
653-657 Mt H'Way, Suit                  Baywater Vic.                   AU      
2A, 269 Abbotsford Rd,                  Queensland                      AU      

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8712 53 Ave                             Edmonton, AB                    CN      
1079 Colborne St.                       E Brantford,                    CN      
6048 Vanden Apeele                      St Laurent, QE                  CN      
2868 Plymouth Drive                     Oakville, ON                    CN      
6055 Cote St. Francois                  St Laurent, QE                  CN      
9777-45th Avenue                        Edmonton, AB                    CN      
586 Third Lane                          Oakville, ON                    CN      
101 Guthrie Ave                         Dorval, QE                      CN      
5510 Ambler Drive                       Mississauga                     CN      
Walworth Ind Est                        Andover/Hants                   CN      
Handridge Rd                            Newbury                         CN      
Block 10 Rue Louis Lkr                  Martigues                       FR      
Bp 46 Route Nationale                   Bavay                           FR      
Le Petite Montagne 1 A                  Evry Cedex                      FR      
Caleada Olimpica No 15                  Guadalajara                     MX      
1715 Platon Sanchez St                  Monterrey N.L.                  MX      
                                  Monterrey                       MX
                                  Tampico                         MX
                                  Mochis,                         MX
                                  Torreon                         MX
                                  Coatzacoalcos                   MX
                                  Cordoba                         MX
                                  Irapuato                        MX
95 Akerley Blvd Unit L                  Dartmouth                       NS      

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3146 Lenworth Dr                        Mississauga                     ON      
Industriestrasse 26-28                  Zurich                          SZ      
Hans-Sockler Str. 32                    6080 Gross                      WG      
Scheffelstrase 73                       Dusseldorf                      WG      
Duissurger Strasse 3                    4040 Gross                      WG      

                                                        SCHEDULE III

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                                                                     SCHEDULE IV

                   TAXES

                     See Attached.

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                   COLTEC INDUSTRIES INC, ET AL.
                  DEFICIENCIES ASSERTED AND PENDING AUDITS
                  AS OF 12/23/93

SECTION 1 - INCOME & FRANCHISE TAXES                                            

                                                                [Download Table]


Federal                                                                           
-------                                                                           
                                                    Outstanding                   
                                                    Waiver                        
Company and                      Deficiency         Expiration                    
Type of Tax - Audit Period  Tax  Int.,Etc.   Total  Dates         Comments        
--------------------------  ---  ---------   -----  -----------  ---------------- 
                                                                                  

Coltec Holdings Inc &                                                             
Subsidiaries                                                                      
------------                                                                      

    Income 1990                                     12/31/94     Audit in Progress


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                                                                [Download Table]
                                                       

           1991-1992           Audit in Progress       

Coltec Industries Inc &                                
Subsidiaries                                           
-----------------------                                

    Income 4/1/92-12/31/92     Audit in Progress       

Walbar Canada Inc.                                     
------------------                                     

    Federal Income 1992        Audit of Research Credit
                               in Progress             

    Ontario Inc/Cap 1988-1991  Audit in Progress       


                   COLTEC INDUSTRIES INC, ET AL.
                  DEFICIENCIES ASSERTED AND PENDING AUDITS
                  AS OF 12/23/93

                                                                [Download Table]


State & Local Income & Franchise             
--------------------------------             

                                  Outstanding
                                  Waiver     
                                             


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                                                        [Enlarge/Download Table]


 Company         Type of               Audit                                 Expiration        
and State        Tax      Period       Tax      Int.,Etc.  Total    Dates     Comments         
---------        -----    ------       -------  ---------  -------  -------  ------------      
                                                                                               

Coltec Industries Inc                                                                          
---------------------                                                                          

Alabama          Income   1990-92                                                              
                 Fran.    1991-93      $27,121  $15,580    $42,701           Proposed Audit    
                                                                             Findings Under    
                                                                             Review            
                 Fee      1991-93          390      309        699                             
                                        ------   ------     ------                             
                          Total         27,511   15,889     43,400                             
                                        ======   ======     ======                             
Alabama          Fran.    1993                                               Preliminary       
                                                                             Contact with State

California       Income   1988                                               Audit in Progress 

Connecticut      Income   1989-91                                   6/30/94  Audit in Progress 

Georgia          Income   1990-92                                            Audit in Progress 

Illinois         Income   12/31/88-90             2,819      2,819           Administration    
                                                  =====      =====           Resolution Pending

Illinois         Income   3/31/92      117,399   68,534    185,933           Administration    
                                       =======   ======    =======                             


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                                                        [Enlarge/Download Table]
                                                                                                

                                                                              Resolution Pending

Illinois         Income  12/31/92        418        44      462               Administration    
                                      ======    ======   ======               Resolution Pending

Indiana(1)       Income  1987-89      14,331    11,622   25,953               Administration    
                                      ======    ======   ======               Resolution Pending

Indiana(1)       Income  3/31/92                 1,961    1,961               Administration    
                                                ======   ======               Resolution Pending

Massachusetts(2) Excise  1989-91      83,108                         3/31/94  Proposed Audit    
                                      ======                                  Findings          
                                                                              Under Review      

New Hampshire    Income  1990-92                                              Administration    
                                                                              Resolution Pending

New York State   Fran.   1/1-6/10/88                                                            
                          -12/31/90                                  3/31/94  Audit in Progress 

New York City    Income  1986-87      (10,248)  (7,075)    (17,323)           Awaiting Refund   
                         6/10/88      ========  =======    ========                             
                         12/31/88                                                               

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                                                                [Download Table]
                                                                 
<FN>                                                             

(1)  Audit also includes Garlock Inc., Delavan Inc. & Stemco Inc.
(2)  Audit also includes Walbar Inc & Anchor Packing Co.         


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                     COLTEC INDUSTRIES INC, ET AL.
                    DEFICIENCIES ASSERTED AND PENDING AUDITS
                    AS OF 12/23/93

                                                        [Enlarge/Download Table]


STATE & LOCAL INCOME & FRANCHISE                                                              
--------------------------------                                                              

                                                             Outstanding                      
                                                             Waiver                           
 Company       Type of     Audit                             Expiration                       
and State      Tax        Period   Tax     Int.,Etc.  Total   Dates         Comments          
---------      -------    ------   ---     ---------  -----  -----------   --------           
                                                                                              

Pennsylvania   Fran.      1990                                            Administration      
                                                                          Resolution Pending  

So.Carolina(1) Lic.       1991-92  23,321   5,022    28,343               Audit Findings under
                                                                          review              
               Income     1990-91     982     303     1,285                                   
                                   ------  ------    ------                                   

               Total               24,303   5,325    29,628                                   
                                   ======  ======    ======                                   

Utah           Income     1985-91     484     414       898               Audit Findings under
                                                                          review              

Virginia       Bus. Lic.  1989-92                                         Administration      

7 

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                                                                         Resolution Pending  

Colt Industries Operating Corp                                                               
------------------------------                                                               
California(3)  Fran.      1983-87  (120,466)                   12/31/93  Awaiting Final      
                                   =========                             Auditor's Workpapers

Colorado(2)    Income     1979-85      3,968  (1,429)   2,539            Administration      
                                   =========  =======  ======            Resolution Pending  

Michigan       SBT        1985       19,980                              Awaiting Assessment 
                                   ========                                                  

Garlock Inc                                                                                  
-----------                                                                                  

Georgia        Income     1990-92                                        Awaiting Final      
                                                                         Workpapers          

Florida        Inc. Exc.  1988-91                                        Audit in Progress   

               Intang.    1988-92                                                            

8 

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Iowa           Income     1981-91                                              Administration      
                                                                               Resolution Pending  

New Jersey     Income     1991           3,167      1,800     4,967            Administration      
                                       ========   ========  ========           Resolution Pending  

New York       Fran.      1988-90                                     7/31/94  Audit in Progress   

Pennsylvania   Income     1987         530,098    221,595   751,693            Court Appeal Pending
                                       ========   ========  ========                               

Pennsylvania   Income     1989         (11,368)                                Administration      
                                       ========                                Resolution Pending  

Pennsylvania   Inc./Fran. 1990           9,025                9,025            Administration      
                                       ========             ========           Resolution Pending  
<FN>                                                                                               

(1)  Audit also includes Delavan Inc.                                                              
(2)  Audit also includes Crucible Inc & Garlock Inc.                                               
(3)  Audit also includes all domestic and foreign subs.                                            


                         COLTEC INDUSTRIES INC, ET AL.
                        DEFICIENCIES ASSERTED AND PENDING AUDITS
                        AS OF 12/23/93

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                                                              Outstanding                         
                                                              Waiver                              
 Company       Type of   Audit                                Expiration                          
and  State      Tax     Period       Tax    Int.,Etc.  Total    Dates        Comments             
----------     -------  ------      -----  ----------  -----  -------------  --------             
                                                                                                  

Stemco Inc                                                                                        
----------                                                                                        
New Jersey     Income   last 5 yrs.                                          Administration       
                                                                             Resolution Pending   

Texas          Fran.    last 4 yrs.                                          Awaiting Commencement
                                                                             of Audit             

Wisconsin      Income                                                        Administration       
                                                                             Resolution Pending   

Garlock Bearings                                                                                  
----------------                                                                                  
Michigan       SBT      1989-92                                              Matter under review  

Anchor Packing Inc                                                                                
------------------                                                                                

10

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Georgia  Income  1990-92  Awaiting Final
                          Workpapers    


                         COLTEC INDUSTRIES INC, ET AL.
                        DEFICIENCIES ASSERTED AND PENDING AUDITS
                        AS OF 12/23/93

                                                        [Enlarge/Download Table]


                                                                                   Outstanding                
                                                                                   Waiver                     
 Company                                    Audit                                  Expiration                 
and Division                       State    Period      Tax    Int.,Etc.   Total    Dates       Comments      
------------                       -----    ------     -----  ----------  -------  -----------  --------      
                                                                                                              

SECTION 2 - Sales & Use Tax Audits                                                                            

Coltec Industries Inc                                                                                         
---------------------                                                                                         

Central Moloney                    Florida   7/1/90-                                            Audit to start
                                             6/30/93                                            shortly       

Central Moloney                    Kansas    9/1/88-                                            Awaiting Audit
                                             8/31/93                                            Workpapers    

Fairbanks Morse                    Calif.    10/1/90-                                                         
                                             9/30/93                                4/30/94     Audit in      
                                                                                                Progress      


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Manasco                 Calif.    10/1/89-   41,316  10,889   52,205   1/31/94  Administration
 Aerosystem                       9/30/92                                       Resolution    

Pending                                                                                       

Sterling Die            Calif.    10/1/90-                                      Awaiting Audit
                                  9/30/93                                       Workpapers    

Haber                   Mich.     1991-1993                                     Audit to start
                                                                                shortly       

Quincy Compressor       Mich.     1/1/90-                                       Audit in      
                                  7/31/93                                       Progress      

Quincy Compressor       NYS       6/1/90-                                       Audit in      
                                  5/31/93                                       Progress      

Various                 Texas     7/1/90-                                       Audit in      
                                  6/30/93                                       Progress      

ANCHOR PACKING COMPANY                                                                        

Gross Receipts          Calif.    1992                                                        
 Tax                    San Fran              2,971      545    3,516           Administration

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                                                         Resolution    
                                                         Pending       

Delavan Delta Inc   Tenn. 1/1/90-                        Audit in      
-----------------         10/31/93                       Progress      

Garlock Inc                                                            
-----------                                                            
Mech. Pkg.          NY    3/1/89-    (550,720)  9/20/94  Audit in      
                          2/29/92                        Progress      

                          12/1/89-                                     
                          2/28/93                        Audit to start
                                                         shortly       

Ortman Fl. Power   Ind.   Last 3 yrs.                    Audit in      
                                                         Progress      

Stemco Inc                                                             
----------                                                             
All Div's          Mass.                                 Administration
                                                         Resolution    
                                                         Pending       

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Longview  Texas  3/1/89-    51,416   14,868   66,284  Administration
                 2/29/92  --------  -------  -------  Resolution    
                          --------  -------  -------  Pending       

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                                                                SCHEDULE V

                            SUBSIDIARIES
                            ------------

                                                                [Download Table]


                                                                    PERCENT 
NAME OF SUBSIDIARY                  DIRECT OWNER                   OWNERSHIP
------------------                  ------------                   ---------
                                                                            

 1.  CII HOLDINGS INC               COLTEC INDUSTRIES INC            100    

 2.  COLTEC INTERNATIONAL INC(*)    COLTEC INDUSTRIES INC            100    

 3.  COLTEC INTERNATIONAL, INC.     COLTEC INDUSTRIES INC            100    

 4.  DELAVAN INC                    COLTEC INDUSTRIES INC            100    

 5.  DELAVAN-DELTA, INC.            DELAVAN INC                      100    

 6.  DELAVAN LIMITED                DELAVAN-DELTA, INC.              100    

 7.  WALBAR INC                     DELAVAN INC                      100    

 8.  WALBAR CANADA INC.             WALBAR INC                       100    

 9.  GARLOCK INC                    COLTEC INDUSTRIES INC            100    

10.  GARLOCK BEARINGS INC           GARLOCK INC                       80    

11.  GARLOCK DE MEXICO,             GARLOCK INC                       65.7  
       S.A. DE C.V.                                                         

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12.  GARLOCK OF CANADA LTD.         GARLOCK INC                      100   

13.  GARLOCK OVERSEAS               GARLOCK INC                      100   
       CORPORATION                                                         

14.  GARLOCK INTERNATIONAL INC      GARLOCK OVERSEAS CORPORATION     100   

15.  GARLOCK A.G.                   GARLOCK OVERSEAS CORPORATION     100   

16.  GARLOCK GmbH                   GARLOCK OVERSEAS CORPORATION     100   

17.  STEMCO TRUCK PRODUCTS          GARLOCK OVERSEAS CORPORATION     100   
       PTY. LIMITED                                                        

18.  GARLOCK PTY. LIMITED           GARLOCK INC                       80   

19.  GARLOCK S.A.                   GARLOCK INC                      100   

---------------------                                                      
<FN>                                                                       

*    As of the Restatement Effective Date, only telephone confirmation has 
     been obtained that this Subsidiary is in existence.  Confirmation from
     Barbados to follow.                                                   

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                                                SUBSIDIARIES                 
                                                ------------                 

                                                                             

20.  LOUIS MULAS SUCS,              GARLOCK INC                          65.7
       S.A. DE C.V.                                                          

21.  STEMCO INC                     GARLOCK INC                         100  

22.  GARLOCK (GREAT BRITAIN)        GARLOCK INC                         100  
       LIMITED                                                               

23.  THE ANCHOR PACKING COMPANY     GARLOCK INC                         100  

24.  MENASCO AEROSPACE LTD.         CII HOLDINGS INC                    100  

25.  PENNSYLVANIA COAL &            COLTEC INDUSTRIES INC               100  
       COKE CORPORATION                                                      

26.  COLTEC TECHNICAL               COLTEC INDUSTRIES INC               100  
       SERVICES INC                                                          

27.  APOLLO INSURANCE COMPANY       COLTEC INDUSTRIES INC               100  


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28.  SALT LICK RAILROAD             COLTEC INDUSTRIES INC               100
       COMPANY                                                             

29.  DELAVAN EUROPEAN MARKETING     DELAVAN LIMITED                     100
       COMPANY LIMITED                                                     

30.  LIARD S.A.                     GARLOCK GmbH                        100

31.  M A AVIOTEC LTEE               MENASCO AEROSPACE LTD.              100

32.  COLTEC HOLDINGS INC.           COLTEC INDUSTRIES INC               100

33.  DELAVAN WATSON LTD.            DELAVAN LIMITED                     100

34.  H.T. WATSON LIMITED            DELAVAN LIMITED                     100

35.  SPRAY FABRICATIONS LTD.        DELAVAN LIMITED                     100

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                                                               SCHEDULE VI

               EXISTING INDEBTEDNESS

                                                        [Enlarge/Download Table]


                                           Amount                                       

                                        Outstanding                                     
                                        -----------                                     

                 Instruments or Agreements                                              
                 -------------------------                                              
                                                                                        

A. Coltec Industries Inc                                                                
   ---------------------                                                                

   1.  Indenture, dated as of April 1, 1992, between Coltec Industries Inc              
       and United States Trust Company of New York, as Trustee, providing               
       for the issuance of the $200,000,000 principal amount 9-3/4% Senior              
       Notes due 2000.                                                       200,000,000

   2.  Indenture, dated as of April 1, 1992, between Coltec Industries Inc              
       and Norwest Bank, Minnesota, National Association, as Trustee,                   
       providing for the issuance of the $250,000,000 principal amount                  
       10-1/4% Senior Subordinated Notes due 2002.                           250,000,000

   3.  Indenture, dated October 26, 1992, between Coltec Industries Inc and             
       United States Trust Company of New York, as Trustee, providing for               
       the issuance of the $150,000,000 principal amount 9-3/4% Senior                  
       Notes due 1999.                                                       150,000,000

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     4.  Indenture, dated as of December 1, 1985, from Colt Industries Inc to                        
         Mellon Bank, N.A. *providing for the issuance of Senior Securities in                       
         Series pursuant to which the $150,000,000 principal amount 11-1/4%                          
         Debentures due December 1, 2015, were issued.                          91,625,000           

     5.  Indenture of Trust, dated as of September 15, 1980, between                                 
         Development Authority of Bremen (Georgia) and Mellon Bank, N.A., as                         
         Trustee providing for the issuance of the $1,550,000 principal amount                       
         Industrial Development Revenue Bonds (Colt Industries Inc Project)                          
         Series 1980 and Lease Agreement, dated as of September 15, 1980,                            
         between Development Authority and Colt Industries Inc providing for                         
         the lease to Colt of the Project, which Bonds were defeased pursuant                        
         to the Escrow Deposit Agreement, dated as of April 18, 1984, between                        
         the Development Authority and Mellon.                                  $1,550,000 (defeased)

*The Bank of New York appointed successor                                                            
     trustee May 10, 1991.                                                                           

     6.  Indenture of Trust, dated as of August 1, 1993, between City of                             
         Bowling Green, Kentucky and The Bank of New York, as Trustee,                               
         providing for the issuance of $1 Million Industrial Development                             
         Revenue Refunding Bonds (Coltec Industries Inc Project) Series 1993                         
         and the Lease, dated as of August 1, 1993, between the City and                             
         Coltec Industries Inc leasing the Project to Coltec.                   1,000,000            

     7.  Indenture of Trust, dated as of September 15, 1980, between                                 
         Industrial Development Board of the City of Paris, Tennessee and                            
         Mellon Bank, N.A., as Trustee providing for the issuance of $1                              
         Million Industrial Development Revenue Bonds (Colt Industries Inc                           
         Project) Series 1980 and the Lease dated as of September 15, 1980,                          
         between the City and Colt Industries Inc leasing the Project to                             
         Colt.                                                                  1,000,000            

     8.  Indenture of Trust, dated as of August 1, 1993, between The                                 
         Industrial Development Board of the City                                                    

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    of Bay Minette (Alabama) and The Bank of New York, as Trustee                  
    providing for the issuance of $6,055,000 Industrial Development                
    Revenue Refunding Bonds (Coltec Industries Inc Project) Series 1993            
    and the Lease, dated as of August 1, 1993, between the Board and               
    Coltec Industries Inc leasing the Project to Coltec.                 6,055,000 

9.  Indenture of Trust, dated as of August 1, 1993, between City of                
    Quincy, Adams County, Illinois and The Bank of New York, as                    
    Trustee, providing for the issuance of $2,500,000 Industrial                   
    Development Revenue Refunding Bonds (Coltec Industries Inc Project)            
    Series 1993 and the Lease, dated as of August 1, 1993, between the             
    City and Coltec Industries Inc leasing the Project to Coltec.        $2,500,000

                                Existing Indebtedness                              
                                ---------------------                              

10. Indenture of Trust, dated as of August 1, 1993, between County of              
    Winnebago, Illinois and The Bank of New York, as Trustee, providing            
    for the issuance of $2,500,000 Industrial Development Revenue                  
    Refunding Bonds (Coltec Industries Inc Project) Series 1993 and the            
    Lease, dated as of August 1, 1993, between the County and Coltec               
    Industries Inc leasing the Project to Coltec.                        2,500,000 

11. Indenture of Trust, dated as of August 1, 1993, between City of                
    Pine Bluff, Arkansas and The Bank of New York, as Trustee,                     
    providing for the issuance of $3,000,000 Industrial Development                
    Revenue Refunding Bonds (Coltec Industries Project) Series 1993 and            
    the Lease, dated as of August 1, 1993, between the City and Coltec             
    Industries Inc leasing the Project to Coltec.                        3,000,000 

12. Lease, as amended by Amendment to Lease, each dated as of September            
    1, 1973, between Chicago Title and                                             

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         Trust Company, as Trustee, and Colt Industries Inc covering the                
         lease of certain plant facilities in Quincy, Illinois for a term               
         ending on April 15, 1999 at a total rent of $5,105,859.16, payable             
         in monthly installments of $16,617.26 with a finalmonthly payment              
         of $4,360.34                                                         848,000   

   13.   Leases, dated February 19, 1954, as amended and January 14, 1957,              
         as consolidated by Consolidated Lease, dated April 1, 1964 and as              
         amended by Amendment to Consolidated Lease, dated as of July 1,                
         1968, between Woodmen of The World Life Insurance Society and                  
         Central Transformer Corp., covering certain industrial property in             
         Pine Bluff, Arkansas for a term ending on June 1, 1988, subject to             
         renewal for one renewal term of five years and eight months and two            
         renewal terms of 10 years each.                                      $717,000  

                                     Existing Indebtedness                              
                                     ---------------------                              

B. Menasco Aerospace Ltd.                                                               
   ----------------------                                                               

   14.   Canadian Government Agreement between Her Majesty the Queen in                 
         right of Canada and Menasco Aerospace Ltd. providing financial                 
         assistance.                                                          14,663,000

C. Walbar of Canada Inc                                                                 
   --------------------                                                                 

   15.   Capital Assistance Agreement, dated March 13, 1985, between the                
         Government of Canada, acting through the Minister of Supply and                
         Services and Walbar of Canada Inc providing for the financing by               
         the Government of certain manufacturing equipment used by Walbar in            
         the amount of $3 Million payable in equal yearly installments of               
         $500,000 each commencing March 31, 1991 and ending March 31, 1996.   1,277,000 

D. Debt Guaranteed by Coltec Industries Inc                                             
   ----------------------------------------                                             

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16. Guarantee Agreement, dated December 1, 1985, between Colt                      
    Industries Inc and Chase Manhattan Bank, N.A. by which Colt                    
    guaranteed the obligations of Crucible under the Loan Agreement,               
    dated December 1, 1985, between Crucible and Chase, providing for a            
    secured term loan to Crucible as amended by Amendment No. 1 to                 
    Guarantee Agreement, dated as of September 30, 1986, and secured by            
    the Pledge and Assignment Agreement, dated as of September 30,                 
    1986, between Colt and Chase.  Amendment No. 2 dated as of                     
    September 24, 1987 to Guarantee Agreement.  Consent and                        
    Acknowledgment dated November 13, 1991 to Norwest Bank,Minnesota               
    National Association.                                                1,875,000 

17. Guarantee Agreement, dated December 1, 1985, between Colt and                  
    Mellon Bank, N.A. by which Colt guaranteed the obligations of                  
    Crucible under the Secured Term Loan Agreement, dated as of                    
    December 1, 1985, between Crucible and Mellon, providing for a                 
    secured term loan to Crucible as amended                                       

                                Existing Indebtedness                              
                                ---------------------                              

    by Amendment No. 1 to Guarantee Agreement, dated as of September               
    29, 1986, and secured by the Assignment, Pledge and Security                   
    Agreement, dated as of September 29, 1986.  Amendment No. 1 dated              
    September 24, 1987 to Assignment, Pledge and Security Agreement.               
    Amendment No. 2 dated September 24, 1987 to Guarantee Agreement.     $1,000,000

18. Contingent liability for lease payments relating to the following              
    industrial revenue bonds assumed by others.                                    

    a.  9-7/8% Pollution Control Revenue bonds issued under the                    
    Indenture of Trust between Onondaga County Industrial Development              
    Agency (Onondaga County, New York) and Mellon Bank, N.A. ("Mellon")            
    and Lease Agreement between the Agency and Colt Industries                     

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           Inc. ("Colt"), each dated as of September 15, 1980, assigned to                 
           Crucible Materials Corporation ("CMC") by Assignment of Lease                   
           Agreement, dated as of December 19, 1985.                            2,575,000* 

           b.  9-7/8% Industrial Development Revenue Bonds issued under the                
           Indenture of Trust between the City of Elizabethtown, Kentucky and              
           Mellon and Lease Agreement between the City and Colt, each dated as             
           of September 15, 1980, assigned to CMC by Assignment of Lease                   
           Agreement, dated as of December 19, 1985.                            5,800,000* 

           c.  9-7/8% Industrial Development Revenue Bonds issued under the                
           Indenture of Trust between the Industrial Development Board of the              
           City of Huntsville (Alabama) and Mellon; the Lease Agreement                    
           between the Board and Colt; and the Sublease between Colt and                   
           Crucible Center Company, each dated as of September 15, 1980,                   
           assigned to CMC by Assignment of Sublease dated October 3, 1983.     575,000*   

*Assumed Debt                                                                              

                                       Existing Indebtedness                               
                                       ---------------------                               

           d.  7-1/4% Pollution Control Revenue Bonds issued under the Trust               
           Indenture between Onondaga County Industrial Development Agency                 
           (Onondaga County, New York) and Mellon and the Amendatory and                   
           Restated Lease Agreement between the Agency and Colt, each dated as             
           of June 1, 1978, assigned to CMC by Assignment of Lease Agreement,              
           dated as of December 19, 1985.                                       $5,215,000*

           e.  7-1/4% Industrial Development Refunding Revenue Bonds issued                
           under the Trust Indenture between the Allegheny County Industrial               
           Development Authority and Mellon and the Amendatory and Restated                
           Lease Agreement between the Authority and Colt, each dated as of                
           June                                                                            

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           1, 1978, assigned to CMC by Assignment of Lease Agreement, dated as             
           of December 19, 1985.                                                1,000,000* 

           f.  7% Pollution Control Revenue Bonds issued under the Trust                   
           Indenture between Beaver County Industrial Development Authority                
           and Mellon **and the Agreement of Sale between the Authority and                
           Colt, each dated as of June 1, 1978, assigned to KGD Corporation, a             
           subsidiary of The LTV Corporation pursuant to an Assignment of                  
           Lease Agreement, dated February 23, 1983.                            11,975,000*

*Assumed Debt                                                                              

------------------------------                                                             
<FN>                                                                                       
                          ** Union National Bank of Pittsburgh appointed                   

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                successor trustee November 28, 1989.

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SCHEDULE VII                                                                    
------------                                                                    

 INSURANCE
 ---------

   See attached.

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                                                                   SCHEDULE VIII

                  EXISTING LIENS

[Permitted Filings under and as defined in the respective Security Agreements,  
but only to the respective dates, if any, set forth on Annex A to each          
Security Agreement.]                                                            

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                                                                     SCHEDULE IX

                  BANK ADDRESSES

CREDIT LYONNAIS NEW YORK BRANCH                                                 
1301 Avenue of the Americas                                                     
18th Floor                                                                      
New York, New York 10019                                                        
Tel: (212) 261-7000                                                             
Fax: (212) 459-3170                                                             
Attn:  Mark Campellone                                              
Andrea Griffis                                      

THE INDUSTRIAL BANK OF JAPAN, LIMITED                                           
NEW YORK BRANCH                                                     
245 Park Avenue                                                                 
New York, New York 10167-0037                                                   
Tel: (212) 557-3500                                                             
Fax: (212) 692-9075                                                             
Attn:  Hiroshi Masaki                                               

BANK OF MONTREAL                                                                
430 Park Avenue                                                                 
16th Floor                                                                      
New York, New York 10022                                                        
Tel: (212) 758-6300                                                             
Fax: (212) 605-1455                                                             
Attn:  Glen A. Pole                                                 

THE BANK OF NOVA SCOTIA                                                         
1 Liberty Plaza                                                                 

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26th Floor                                                                      
New York, New York 10006                                                        
Tel: (212) 225-5000                                                             
Fax: (212) 225-5090                                                             
Attn:  Alan Reiter                                                  

44 King Street West                                                             
Toronto, Ontario  M5H 1H1                                                       
Tel: (416) 866-6161                                                             
Fax: (416) 866-3770                                                             
Attn: Alex Bertoluzzi                                               

ABN AMRO BANK N.V.                                                              
500 Park Avenue                                                                 
2nd Floor                                                                       
New York, New York  10022                                                       
Tel: (212) 446-4135                                                             
Fax: (212) 832-7129                                                             
Attn:  Denise Gallagher                                             
Nancy Watkins                                       

ARAB BANKING CORPORATION                                                        
245 Park Avenue, 31st Floor                                                     
New York, New York  10167                                                       
Tel: (212) 850-0665                                                             
Fax: (212) 599-8385                                                             
Attn:  Louise Bilbro                                                

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BANK OF IRELAND                                                                 
640 Fifth Avenue                                                                
New York, New York  10019                                                       
Tel: (212) 397-1733                                                             
Fax: (212) 586-7752                                                             
Attn:  Randolph Ross                                                

THE BANK OF NEW YORK                                                            
1 Wall Street                                                                   
New York, New York  10286                                                       
Tel: (212) 635-1315                                                             
Fax: (212) 635-1480                                                             
Attn:  William Kerr                                                 
Arturo de Pena                                      

BANK OF SCOTLAND                                                                
380 Madison Avenue                                                              
New York, New York  10017                                                       
Tel: (212) 490-8030                                                             
Fax: (212) 557-9460                                                             
Attn:  J.S. Dykes                                                   

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THE BANK OF TOKYO TRUST                                                         
National Banking Department                                                     
100 Broadway                                                                    
12th Floor                                                                      
New York, New York  10005                                                       
Tel: (212) 782-4000                                                             
Fax: (212) 227-1234                                                             
Attn:  Adane Dessi                                                  
Neal Hoffson                                        

BANQUE FRANCAISE DU COMMERCE EXTERIEUR                                          
645 Fifth Avenue                                                                
20th Floor                                                                      
New York, New York  10022                                                       
Tel: (212) 872-5000                                                             
Fax: (212) 872-5045                                                             
Attn:  David Kopp                                                   

BANQUE PARIBAS                                                                  
787 Seventh Avenue, 32nd Floor                                                  
New York, New York  10019                                                       
Tel: (212) 841-2000                                                             
Fax: (212) 841-2333                                                             
Attn:  Richard Burrows                                              
Steve Kelly                                         

CIBC, INC.                                                                      
425 Lexington Avenue                                                            

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New York, New York  10017                                                       
Tel: (212) 856-4000                                                             
Fax:                                                                            
Attn:  Tim Doyle                                                    

COMERICA BANK                                                                   
500 Woodward Avenue                                                             
Detroit, Michigan  48226-3280                                                   
Tel: (313) 222-6122                                                             
Fax: (313) 222-3330                                                             
Attn:  Martin Ellis                                                 

CONTINENTAL BANK, N.A.                                                          
520 Madison Avenue, 3rd Floor                                                   
New York, New York  10022                                                       
Tel: (212) 605-2940                                                             
Fax: (212) 688-2905                                                             
Attn: Herman Dodson                                                 

231 South LaSalle Street                                                        
Chicago, Illinois  60697                                                        
Tel: (212) 828-7299                                                             
Fax: (212) 828-5140                                                             
Attn: David Graham                                                  

THE LONG-TERM CREDIT BANK OF JAPAN, LIMITED,                                    
NEW YORK BRANCH                                                   

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1 Liberty Plaza                                                                 
New York, New York  10006                                                       
Tel: (212) 335-4400                                                             
Fax: (212) 692-9075                                                             
Attn: Shunko Uchida                                                 
Jay Shankar                                           

THE NIPPON CREDIT BANK, LTD.,                                                   
NEW YORK BRANCH                                                     
245 Park Avenue                                                                 
30th Floor                                                                      
New York, New York  10167                                                       
Tel: (212) 984-1256                                                             
Fax: (212) 490-3895                                                             
Attn:  Ron Fisher                                                   

SOCIETY NATIONAL BANK                                                           
127 Public Square                                                               
Cleveland, Ohio  44114-1306                                                     
Tel: (216) 689-3553                                                             
Fax: (216) 689-4981                                                             
Attn:  Peter Moore                                                  

THE SUMITOMO BANK, LIMITED                                                      
One World Trade Center                                                          
Suite 9651                                                                      
New York, New York  10048                                                       
Tel: (212) 553-1864                                                             
Fax: (212) 524-0612                                                             
Attn:  Jeff Tonner                                                  

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                                      SCHEDULE X
                                      ----------

  RESTRICTIONS ON SUBSIDIARIES
  ----------------------------

None      

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                                                                       EXHIBIT A

                     NOTICE OF BORROWING

                                                                      [Date]

Bankers Trust Company, as                                                       
Administrative Agent for                                                    
the Banks party to the                                                      
Credit Agreement referred                                                   
to below                                                                    
280 Park Avenue                                                                 
New York, New York 10017                                                        

Attention:                                                                      

Gentlemen:                                                                      

         The undersigned, Coltec Industries Inc (the "Company"), refers to
the Credit Agreement, dated as of March 24, 1992 and amended and restated as    
of January 11, 1994 (as amended from time to time, the "Credit Agreement", the  
terms defined therein being used herein as therein defined), among the          
Company, certain Banks from time to time party thereto, the Co-Agents and you,  
as Administrative Agent for such Banks, and hereby gives you notice,            
irrevocably, pursuant to Section 1.03 of the Credit Agreement, that the         
undersigned hereby requests a Borrowing under the Credit Agreement, and         

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in that connection sets forth below the information relating to such Borrowing  
(the "Proposed Borrowing") as required by Section 1.03 of the Credit            
Agreement:                                                                      

     (i)  The Business Day of the Proposed Borrowing is _________,
19__.1                                                              

     (ii)  The aggregate principal amount of the Proposed Borrowing is
$___________.                                                       

(iii)  The Revolving Loans to be made pursuant to the Proposed
    Borrowing shall be initially maintained as [Base Rate Loans] [Eurodollar
Rate Loans].2                                                       

      [(iv)  The initial Interest Period for the Proposed Borrowing is ___
months.]3                                                           

         (v)  As of the date of the Proposed Borrowing, the aggregate amount
of Non-Facility Letter of Credit Outstandings shall equal $________.

          The undersigned hereby certifies that the following statements are
true on the date hereof, and will be true on the date of the Proposed           
Borrowing:                                                                      

       (A)  the representations and warranties contained in the Credit
Agreement and the other Credit Documents are and will be true and   
correct in all material respects, before and after                  

1/   Shall be a Business Day at least two Business Days in the case of Base     
Rate Loans and three Business Days in the case of Eurodollar Rate Loans, in     
each case, after the date hereof.                                               

2/   No more than on Borrowing of Eurodollar Rate Loans may be incurred prior   
to the earlier of (x) the 60th after the Restatement Effective Date and (y)     
the Syndication Date (which Borrowing of Eurodollar Rate Loans must be made on  
the Restatement Effective Date and which may be maintained as a single Borrowing
of Eurodollar Rate Loans).                                                      

3/   To be included for a Proposed Borrowing of Eurodollar Rate Loans.  Prior   
to the earlier of (x) the 60th day after the Restatement Effective Date and     
(y) the Syndication Date, the Interest Period for Eurodollar Rate Loans must be 
one month.                                                                      

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 giving effect to the Proposed Borrowing and to the application of the
proceeds thereof, as though made on such date, 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); and                                            

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(B)  no Default or Event of Default has occurred and is 
continuing, or would result from such Proposed Borrowing or from the
application of the proceeds thereof.                                

Very truly yours,   

 COLTEC INDUSTRIES INC

          By____________________________
Title:          

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THIS NOTE IS SUBJECT TO RESTRICTIONS ON TRANSFER AND ASSIGNMENT AS PROVIDED     
IN SECTION 13.04 OF THE CREDIT AGREEMENT.                                       

                                                                   EXHIBIT B-1

                    REVOLVING NOTE

$________________                                            New York, New York 
                                                             ____________, _____

 FOR VALUE RECEIVED, COLTEC INDUSTRIES INC, a Pennsylvania
corporation (the "Borrower"), hereby promises to pay to the order of            
_________________________ (the "Bank"), in lawful money of the United States    
of America in immediately available funds, at the office of Bankers Trust       
Company (the "Administrative Agent") located at One Bankers Trust Plaza, New    
York, New York 10006 on the Final Maturity Date (as defined in the Agreement    
referred to below) the principal sum of _______________ DOLLARS or, if less,    
the then unpaid principal amount of all Revolving Loans (as defined in the      
Agreement) made by the Bank pursuant to the Agreement.                          

          The Borrower promises also to pay interest on the unpaid principal
amount hereof in like money at said office from the date hereof until paid at   
the rates and at the times provided in Section 1.08 of the Agreement referred   
to below.                                                                       

         This Note is one of the Revolving Notes referred to in the Credit
Agreement, dated as of March 24, 1992 and amended and restated as of January    
11, 1994, among the Borrower, the financial institutions from time to time      
party thereto (including the Bank), the Co-Agents and Bankers Trust Company,    
as Administrative Agent (as from time to time in effect, the "Agreement") and   
is entitled to the benefits thereof.  This Note is secured by the Security      
Documents (as defined in the Agreement) and is entitled to the benefits of the  
Agreement and the Subsidiaries Guaranty (as defined in the Agreement).  As      
provided in the Agreement, this Note is subject to voluntary prepayment and     
mandatory repayment prior to the Final Maturity Date, in whole or in part.      

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                                                                 EXHIBIT B-1
                                                                      PAGE 2

       In case an Event of Default (as defined in the Agreement) shall
occur and be continuing, the principal of and accrued interest on this Note     
may be declared to be due and payable in the manner and with the effect         
provided in the Agreement.                                                      

         The Borrower hereby waives presentment, demand, protest or notice
of any kind in connection with this Note.                                       

       THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED
BY THE LAW OF THE STATE OF NEW YORK.                                            

 COLTEC INDUSTRIES INC

           By_____________________________
Title:          

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THIS NOTE IS SUBJECT TO RESTRICTIONS ON TRANSFER AND ASSIGNMENT AS PROVIDED     
IN SECTION 13.04 OF THE CREDIT AGREEMENT.                                       

                                                                 EXHIBIT B-2

                    SWINGLINE NOTE

$_________                                                   New York, New York 
                                                           ____________, _____

 FOR VALUE RECEIVED, COLTEC INDUSTRIES INC, a Pennsylvania
corporation (the "Borrower"), hereby promises to pay to the order of BANKERS    
TRUST COMPANY (the "Bank"), in lawful money of the United States of America in  
immediately available funds, at the office of Bankers Trust Company (the        
"Administrative Agent") located at One Bankers Trust Plaza, New York, New York  
10006 on the Swingline Expiry Date (as defined in the Agreement referred to     
below) the principal sum of ____________________ DOLLARS or, if less, the then  
unpaid principal amount of all Swingline Loans (as defined in the Agreement)    
made by the Bank pursuant to the Agreement.                                     

          The Borrower promises also to pay interest on the unpaid principal
amount hereof in like money at said office from the date hereof until paid at   
the rates and at the times provided in Section 1.08 of the Agreement.           

 This Note is the Swingline Note referred to in the Credit
Agreement, dated as of March 24, 1992 and amended and restated as of January    
11, 1994, among the Borrower, the financial institutions from time to time      
party thereto (including the Bank), the Co-Agents and Bankers Trust Company,    
as Administrative Agent (as from time to time in effect, the "Agreement") and   
is entitled to the benefits                                                     

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thereof.  This Note is secured by the Security Documents (as defined in the     
Agreement) and is entitled to the benefits of the Agreement and the             
Subsidiaries Guaranty (as defined in the Agreement).  As provided in the        
Agreement, this Note is subject to voluntary prepayment and mandatory           
repayment prior to the Swingline Expiry Date, in whole or in part.              

       In case an Event of Default (as defined in the Agreement) shall
occur and be continuing, the principal of and accrued interest on this Note     
may be declared to be due and payable in the manner and with the effect         
provided in the Agreement.                                                      

         The Borrower hereby waives presentment, demand, protest or notice
of any kind in connection with this Note.                                       

       THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED
BY THE LAW OF THE STATE OF NEW YORK.                                            

 COLTEC INDUSTRIES INC

           By_____________________________
Title:          

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                                                                   EXHIBIT C

                    LETTER OF CREDIT REQUEST

No.   (1) Dated       (2)                                                       
------       ---------                                                    

Bankers Trust Company, as Administrative                                        
Agent under the Credit Agreement                                          
(the "Credit Agreement"), dated as of                                     
March 24, 1992 and amended and restated                                   
as of January 11, 1994, among Coltec                                      
Industries Inc, the financial    institu-                                 
tions from time to time party    thereto,                                 
the Co-Agents and Bankers Trust Company,                                  
as Administrative Agent                                                   
One Bankers Trust Plaza                                                   
New York, New York 10006                                                  

[Name and Address of Proposed                                                   
Issuing Bank]                                                                   

Dear Sirs:                                                                      

      We hereby request that [name of proposed Issuing Bank], in its
individual capacity, issue a [Trade] [Standby] Letter of Credit for the         
account of the undersigned on       (3)      (the "Date of Issuance") in the    
--------------      
aggregate stated amount of       (4)      .                                     
---------------           

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       For purposes of this Letter of Credit Request, unless otherwise
defined herein, all capitalized terms used herein which are defined in the      
Credit Agreement shall have the respective meaning provided therein.            

-----------------------------                                                   
(1)   Letter of Credit Request Number.                                          
(2)   Date of Letter of Credit Request.                                         
(3)   Date of Issuance which shall be at least 10 Business Days from the date   
hereof.                                                             
(4)   Aggregate initial stated amount of Letter of Credit.                      

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 The beneficiary of the requested Letter of Credit will be
(5)      , and such Letter of Credit will be in support of       (6)            
---------                                                  ----------           
and will have a stated expiration date of       (7)      .                      
                   ---------------

          As of the Date of Issuance, after giving effect to the issuance of
the Letter of Credit requested hereby, (i) the Letter of Credit Outstandings    
(exclusive of Unpaid Drawings which are repaid on the date of, and prior to     
the issuance of, the Letter of Credit requested hereby) will equal              
$___________ (such amount, the "Current L/C Outstandings"), (ii) 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     
Letter of Credit requested hereby) will equal $________ (such amount, the       
"Current Non-Facility Outstandings"), and (iii) the sum of (x) the Current L/C  
Outstandings and (y) the Non-Facility Letter of Credit Outstandings does not    
exceed either (A) $100,000,000 or (B) when added to the aggregate principal     
amount of all Revolving Loans and Swingline Loans then outstanding, an amount   
equal to the Total Commitment then in effect (after giving effect to any        
reductions to the Total Commitment on the Date of Issuance of the Letter of     
Credit requested hereby).  Notwithstanding anything to the contrary contained   
herein, we hereby acknowledge that as of the Date of Issuance, the Issuing      
Bank has the right to reduce the amount of the Letter of Credit issued          
pursuant to this Letter of Credit Request, so that after giving effect to the   
issuance of the Letter of Credit requested hereby, the sum of (x) the Current   
L/C Outstandings and (y) the Non-Facility Letter of Credit Outstandings may     
not exceed, 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 then in effect (after giving      
effect to any reductions to the Adjusted Total Commitment on the Date of        
Issuance of the Letter of Credit requested hereby).                             

----------------------------------------                                        
(5)   Insert name and address of beneficiary.                                   
(6)   Insert description of L/C Supportable Indebtedness and describe           
   obligation to which it relates in the case of Standby Letters of Credit
    and a description of the commercial transaction which is being supported
in the case of Trade Letters of Credit.                             
(7)   Insert last date upon which drafts may be presented which, in the case    
  of Standby Letters of Credit may not be later than 12 months after the
 Date of Issuance (although such letter of Credit may be renewable for
successive periods of up to 12 months) or beyond the Final Maturity 
  Date, and in the case of Trade Letters of Credit may not be later than
  180 days after the Date of Issuance or beyond the Final Maturity Date.

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We hereby certify that:                                 

       (1)  The representations and warranties contained in the Credit
    Agreement and the other Credit Documents will be true and correct in all
    material respects, before and after giving effect to the issuance of the
   Letter of Credit requested hereby, on the Date of Issuance, unless such
   representation or warranty expressly indicates that it is being made as
  of any other date (in which case such representation or warranty shall
   have been true and correct in all material respects as of such specific
date).                                                              

          (2)  No Default or Event of Default has occurred and is continuing
nor, after giving effect to the issuance of the Letter of Credit    
requested hereby, would such a Default or Event of Default occur.   

 Copies of all documentation with respect to the supported
transaction are attached hereto.                                                

 COLTEC INDUSTRIES INC

           By_____________________________
Title:          

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                                                  January 11, 1994

To each of the Co-Agents and the                                                
Banks listed on Schedule A hereto                                               
and to Bankers Trust Company, as                                                
Administrative Agent                                                            

                         COLTEC INDUSTRIES INC

Ladies and Gentlemen:                                                           

         This opinion is furnished to you pursuant to Section 5.03(i) of the
Credit Agreement dated as of March 24, 1992 and amended and restated as of      
January 11, 1994 (the "CREDIT AGREEMENT") among Coltec Industries Inc, a        
Pennsylvania corporation (the "COMPANY"), and each of you.  Unless otherwise    
defined herein, terms defined in the Credit Agreement are used herein as        
therein defined.                                                                

 We have acted as special New York counsel to the Company in
connection with the preparation, execution and delivery of the Credit           
Agreement and the Notes executed and delivered by the Company on the date       
hereof (for purposes of this opinion, the "NOTES").                             

     In that connection, we have examined counterparts of the Credit
Agreement and each of the Notes and the other documents furnished by the        
Company pursuant to Section 5 of the Credit Agreement.                          

         In addition, we have examined the originals, or copies certified or
otherwise identified to our satisfaction, of such other corporate records of    
the Company, certificates of officers of the Company and agreements,            
instruments and other documents as we have deemed necessary as a basis for the  
opinions expressed below.  As to questions of fact material to such opinions,   
we have, when relevant facts were not independently established by us, relied   
upon certificates of the Company or of its officers.                            

    In our examination of the documents referred to above, we have
assumed (a) the due execution and delivery, pursuant to due authorization, of   
each of the documents referred to above by all parties thereto, (b) the         
authenticity of all such documents submitted to us as originals and (c) the     
conformity to originals of all such documents submitted to us as copies.  In    
addition, we have assumed, without independent investigation, that (i) the      
Company is a corporation duly organized, validly existing and in                

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good standing under the laws of the jurisdiction of its incorporation and has   
full power and authority to execute, deliver and perform the Credit Agreement   
and each of the Notes, (ii) the execution, delivery and performance by the      
Company of the Credit Agreement and each of the Notes do not contravene the     
certificate of incorporation or bylaws of the Company or violate any law, rule  
or regulation of the jurisdiction of incorporation of the Company, (iii) no     
authorization, approval, consent or other action by, and no notice to or        
filing with, any governmental authority or regulatory body of the jurisdiction  
of incorporation of the Company is required for the due execution, delivery or  
performance by the Company of the Credit Agreement or any of the Notes or, if   
any such authorization, approval, consent, action, notice or filing is          
required therefor, it has been duly obtained or made and is in full force and   
effect, and (iv) immediately prior to the occurrence of the Restatement         
Effective Date, the Security Agreements create valid security interests in      
favor of the Collateral Agent in the Security Agreement Collateral to the       
extent that Article 9 of the Uniform Commercial Code (the "UCC") as in          
effect in the State of New York is applicable to such Security Agreement        
Collateral and such security interests are perfected to the extent the          
perfection of such security interests is governed by the UCC as in effect in    
the State of California or New York.                                            

 We have relied on the opinions of Anthony J. diBuono, Esq.,
Executive Vice President, General Counsel and Secretary of the Company, and of  
Messrs. Reed, Smith, Shaw and McClay, special Pennsylvania counsel to the       
Company, each dated the date hereof and addressed to you, as to all matters     
covered thereby to the extent such matters are not covered by the assumptions   
set forth in clauses (i) through (iii) above.                                   

     Based upon the foregoing and upon such investigation as we have
deemed necessary, we are of the following opinion:                              

       1.  The execution, delivery and performance by the Company of the
Credit Agreement and the Notes do not (a) violate any law, rule or    
regulation or (b) result in the  breach of, or constitute a default   
under, or result in the creation or imposition of any Liens upon any  
property or assets of the Company under, (i) the Indenture dated as of
December 1, 1985 between the Company and The Bank of New York (as     
  successor to Mellon Bank, N.A.), as trustee, (ii) the Indenture dated as
 of April 1, 1992 between the Company and United States Trust Company of
New York, as trustee, (iii) the Indenture dated as of April 1, 1992   
  between the Company and Norwest Bank Minnesota, National Association, as
 trustee, or (iv) the Indenture dated as of October 26, 1992 between the
Company and United States Trust Company of New York, as trustee.      

     2.    The Credit Agreement and each of the Notes are the legal,
valid and binding obligations of the Company, enforceable against the 
Company in accordance with their respective terms.                    

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      3.    Upon the execution of the Credit Agreement by the Company,
the Required Banks (determined immediately prior to the Restatement   
 Effective Date and without giving effect thereto), each Continuing Bank
and each New Bank, all consents needed to effect the Credit Agreement 
   under the terms of the Original Credit Agreement will have been obtained.

         4.    The Company is not an "investment company" within the meaning
of the Investment Company Act of 1940, as amended.                    

      5.  Under the UCC as in effect in each of the States of New York
 and California, the security interests in favor of the Collateral Agent
   in the Security Agreement Collateral and the perfection thereof would not
   terminate, and the respective priorities of such security interests would
not change, in each case solely as a result of the occurrence of the  
Restatement Effective Date.                                           

Our opinions set forth above are subject to the following 
qualifications:                                                                 

(a)   Our opinion in paragraph 1 above is subject to the  
   qualification that we have not conducted any investigation into the types
of businesses and activities in which the Company and its Subsidiaries
engage or into the manner in which they conduct their respective      
  businesses and activities as would enable us to render any opinion (and,
accordingly, we express no opinion) as  to the applicability to the   
Company of any law, rule or regulation not of general applicability to
business corporations.                                                

        (b)   Our opinion in paragraph 2 above is subject to the effect of
 general principles of equity including, without limitation, concepts of
 materiality, reasonableness, good faith and fair dealing (regardless of
whether considered in a proceeding in equity or at law).              

   (c)   Our opinion in paragraph 2 above is also subject to the
effect of any applicable bankruptcy, insolvency (including, without   
 limitation, all laws relating to fraudulent transfers), reorganization,
moratorium or similar law affecting creditors' rights generally.      

   (d)   Our opinion in paragraph 2 above is also subject to the
  qualification that we express no opinion as to Section 13.02 and, to the
  extent they address any of the Security Documents, Sections 13.08(a) and
(b) of the Credit Agreement.                                          

 (e)  We express no opinion as to any of the indemnification
provisions set forth in the Credit Agreement to the extent they may be
violative of public policy.                                           

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     (f)  Our opinions set forth above are limited to the law of the
State of New York, the federal law of the United States and, solely to
  the extent set forth in our opinion in paragraph 5 above, the law of the
  State of California, and we do not express any opinion herein concerning
any other law.                                                        

       This opinion is being furnished only to the addressees hereof and
is solely for their benefit in connection with the Transaction.  This opinion   
may not be relied upon for any other purpose, or relied upon by any other       
Person for any purpose, without our prior written consent.                      

                   Very truly yours,

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                              SCHEDULE A

CO-AGENTS                                                                       

Bank of Montreal                                                                
The Bank of Nova Scotia                                                         
Credit Lyonnais New York Branch                                                 
The Industrial Bank of Japan, Limited,                                          
New York Branch                                                             

BANKS                                                                           

Bankers Trust Company                                                           
Bank of Montreal                                                                
The Bank of Nova Scotia                                                         
Credit Lyonnais New York Branch                                                 
The Industrial Bank of Japan, Limited,                                          
New York Branch                                                             
The Bank of New York                                                            
CIBC, Inc.                                                                      
The Long Term Credit Bank                                                       
of Japan, Limited, New York Branch                                          
The Nippon Credit Bank, Limited,                                                
New York Branch                                                             
Society National Bank                                                           
ABN AMRO Bank, N.V.                                                             
The Bank of Tokyo Trust Company                                                 
Banque Paribas                                                                  
Continental Bank, N.A.                                                          

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The Sumitomo Bank, Limited                                                      
Arab Banking Corp.                                                              
Bank of Ireland                                                                 
Bank of Scotland                                                                
Banque Francais Exterieur                                                       
du Commerce                                                                 
Comerica Bank                                                                   

                           COLTEC INDUSTRIES INC

                         OFFICER'S CERTIFICATE

  I, Anthony J. diBuono, the Executive Vice President, General
Counsel and Secretary of Coltec Industries Inc, a Pennsylvania corporation      
(the "COMPANY"), understand that Shearman & Sterling, special counsel for       
the Company, is rendering an opinion to each of the Agents and each of the      
Banks that, as of January 11, 1994, are party to the Credit Agreement dated as  
of March 24, 1992 and amended and restated as of January 11, 1994 (the          
"CREDIT AGREEMENT"; capitalized terms not otherwise defined herein have the     
meaning set forth therein) among the Company, the lending institutions party    
thereto, the Co-Agents named therein and Bankers Trust Company, as              
Administrative Agent, and I further understand that Shearman & Sterling is      
relying on this Certificate and on the statements made herein in rendering      
their opinion.                                                                  

      With regard to the foregoing, I hereby certify, on behalf of the
Company, that:                                                                  

       1.  The execution, delivery and performance by the Company of the
Credit Agreement and the Notes will not constitute a default under any
   covenant, restriction or provision with respect to any financial ratio or
test, or any contractual provision measured by or referring to the    
financial condition or results of operations, of the Company or the   
Company and its Subsidiaries taken as a whole, set forth in:          

             (a)  the Indenture dated as of December 1, 1985 between the
    Company and The Bank of New York (as successor to Mellon Bank,
N.A.), as trustee;                                        

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          (b)  the Indenture dated as of April 1, 1992 between the
      Company and United States Trust Company of New York, as trustee;

          (c)  the Indenture dated as of April 1, 1992 between the
  Company and Norwest Bank Minnesota, National Association, as
trustee; or                                               

             (d)  the Indenture dated as of October 26, 1992 between the
      Company and United States Trust Company of New York, as trustee.

         None of the Indentures referred to above has been amended since the
date such Indenture became effective.                                 

                           2

      2.  The Company (a) is not and does not hold itself out as being
engaged primarily, and does not propose to engage primarily, in the   
 business of investing, reinvesting or trading in securities, (b) is not
engaged and does not propose to be engaged in the business of issuing 
   face-amount certificates of the installment type, has not engaged in such
  business at any time and does not have any such certificates outstanding
   and (c) is not engaged and does not propose to be engaged in the business
  of investing, reinvesting, owning, holding or trading in securities, and
 does not own or propose to acquire investment securities having a value
exceeding 40% of the value of such issuer's total assets (exclusive of
Government securities and cash items) on an unconsolidated basis.  As 
used in this paragraph 2, the term "Government securities" means      
   securities issued or guaranteed as to principal or interest by the United
States, or by a person controlled or supervised by and acting as an   
instrumentality of the Government of the United States pursuant to    
  authority granted by the Congress of the United States, or a certificate
of deposit of any of the foregoing.                                   

       IN WITNESS WHEREOF, I have executed this Certificate on this 11th
day of January, 1994.                                                           

                    Anthony J. diBuono
                           Executive Vice President,
                                General Counsel and  Secretary

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                  January 11, 1994

To each of the Co-Agents and Banks                                              
party to the Credit Agreement referred to                                       
below, and to Bankers Trust Company,                                            
as Administrative Agent                                                         

                         COLTEC INDUSTRIES INC

Ladies and Gentlemen:                                                           

         This opinion is furnished to you pursuant to Section 5.03(i) of the
Credit Agreement dated as of March 24, 1992 and amended and restated as of      
January 11, 1994 (the "CREDIT AGREEMENT") among Coltec Industries Inc, a        
Pennsylvania corporation (the "COMPANY"), and each of you.  Unless otherwise    
defined herein, terms defined in the Credit Agreement are used herein as        
therein defined.                                                                

         I am Executive Vice President, General Counsel and Secretary of the
Company, and have advised the Company and its Subsidiaries in connection with   
the preparation, execution and delivery of the Credit Agreement and each of     
the Notes executed and delivered by the Company on the date hereof (for         
purposes of this opinion, the "NOTES").                                         

In that connection, I have examined:                      

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       (a)  copies of the charter and bylaws of each of the Subsidiaries
of the Company set forth on Schedule A attached hereto (the "COVERED  
PARTIES"), in each case as amended through the date hereof;           

        (b)  certificates and telegrams from public officials of the state
 of incorporation of each of the Covered Parties as to the good standing
of the Covered Parties in such state;                                 

         (c)  copies of resolutions of the Board of Directors of each of the
 Covered Parties relating to, among other things, the Acknowledgment and
the Mortgage Amendments to which it is a party;                       

     (d)  counterparts of the Credit Agreement and each of the Notes
executed by the Company;                                              

      (e)  the form of the Acknowledgment dated as of January 11, 1994
(the "ACKNOWLEDGMENT") to certain Security Documents to be executed by
each of the Covered Parties;                                          

      (f)  the form of the Mortgage Amendments dated as of January 11,
1994 (the "MORTGAGE AMENDMENTS") to the Original Mortgages; and       

         (g)  copies of each of the agreements and instruments identified on
Schedule B attached hereto (the "MATERIAL AGREEMENTS").               

  In my examination of the documents referred to above, I have
assumed (i) the authenticity of all such documents submitted to me as           
originals and (ii) the conformity to originals of all such documents submitted  
to me as copies.                                                                

    Based upon the foregoing and upon such investigation as I have
deemed necessary, and subject to the limitations, qualifications, exceptions    
and assumptions set forth herein, I am of the following opinion:                

    1.  Each Covered Party is a corporation (a) duly incorporated,
  validly existing and in good standing under the laws of the jurisdiction
of its incorporation, (b) with the corporate power and authority to   
execute and deliver the Acknowledgment and the Mortgage Amendments to 
   which it is a party and (c) qualified to do business and in good standing
as a foreign corporation under the laws of each jurisdiction set forth
 opposite such Covered Party's name on Schedule A attached hereto, which
are each jurisdiction where in my judgment the ownership, leasing or  
operation of its property or the conduct of its business requires such
qualification, except for jurisdictions in which the failure to be so 
  qualified, in the aggregate, would not have a material adverse effect on
the                                                                   

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

       2.  The execution, delivery and performance by the Company of the
Credit Agreement and each of the Notes, and by each of the Covered    
  Parties of the Acknowledgment and the Mortgage Amendments to which it is
  a party, do not (a) violate any judgment, order or decree known to me of
   any government, governmental instrumentality or court having jurisdiction
over the Company or any of its  properties or (b) result in the breach
of, or constitute a default under, or result in the creation or       
imposition of any Lien upon any property or assets of any Credit Party
under, any Material Agreements.                                       

      3.  The execution and delivery by each of the Covered Parties of
the Acknowledgment and the Mortgage Amendments to which it is a party 
will not violate the charter or bylaws of such Covered Party.         

      4.  The execution and delivery by each of the Covered Parties of
the Acknowledgment and the Mortgage Amendments to which it is a party 
have been duly authorized by all necessary corporate action.          

       5.  Except as have been obtained or made prior to the Restatement
  Effective Date and except that revised Forms 441S must be filed with the
  United States Department of Defense, no authorization, approval, consent
or other action by, and no notice to or filing with, any governmental 
authority or regulatory body is required for (a) the due execution,   
 delivery or performance by the Company of the Credit Agreement and each
  of the Notes or by each of the Covered Parties of the Acknowledgment and
the Mortgage Amendments to which it is a party, (b) the legality,     
validity or enforceability of the Credit Agreement, any Note, the     
 Acknowledgment or any Mortgage Amendment or (c) the consummation of the
Transaction.                                                          

        6.  To the best of my knowledge, except as disclosed in the Annual
  Report of the Company for the fiscal year ended December 31, 1992, there
is no action, suit, investigation, litigation or proceeding pending or
threatened (a) that would be reasonably likely to have a material and 
  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, (b) with respect to any material       
  Indebtedness of the Company and its Subsidiaries or (c) that purports to
   affect the legality, validity or enforceability of any Credit Document or
the consummation of the Transaction.                                  

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7.  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
                                    2,260,000 shares and 66,659 shares
                                       available to be issued as of December
                                     31, 1993 under the Stock Option and
                 Incentive Plan.

      8.  On the date hereof, the corporations listed on Schedule V to
  the Credit Agreement are the only Subsidiaries of the Company.  Schedule
V to the Credit Agreement correctly sets forth, as of the date hereof,
the percentage ownership (direct or indirect) of the Company in each  
class of capital stock of each of its Subsidiaries and also identifies
  the direct owners thereof.  On the date hereof, all Foreign Subsidiaries
of the Company (other than Liard S.A., MA Aviotec Ltee, Delavan Watson
 Ltd., H.T. Watson Limited, Spray Fabrications Ltd. and Delavan European
 Marketing Company Limited, which are owned by Wholly-Owned Subsidiaries
of the Company that constitute Foreign Subsidiaries, and Coltec       
International, Inc., which shall be owned by the Company) are owned by
 Credit Parties, which Credit Parties are both Wholly-Owned Subsidiaries
of the Company and Domestic Subsidiaries of the Company.              

  I am a member of the Bar of the State of New York and do not
purport to be expert on the laws of any other jurisdiction.  To the extent the  
laws of any other jurisdiction may be relevant to any opinion contained         
herein, I have, after making such investigation as I have deemed necessary or   
appropriate, relied solely upon my knowledge of the affairs of the Company      
acquired in connection with my duties as Executive Vice President, General      
Counsel and Secretary of the Company and, in the case of paragraphs 1 and 3     
above, my review of the documents and certificates set forth in clauses (a),    
(b) and (c) of the third paragraph hereof.                                      

  A copy of this opinion may be delivered by any of you to any
Eligible Transferee in connection with and at the time of any assignment and    
delegation by any of you as a Bank to such Eligible Transferee of all or a      
portion of your Loans and Commitments in accordance with the provisions of the  
Credit Agreement, and such Eligible Transferee may rely on the opinion          
expressed above as if this opinion were addressed and delivered to such         
Eligible Transferee on the date hereof.  In addition, Shearman & Sterling may   
rely upon this opinion in rendering their opinion furnished pursuant to         
Section 5.03(i) of the Credit Agreement.                                        

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       This opinion speaks only as of the date hereof.  I do not assume,
and I expressly disclaim, any responsibility  to advise any of you or any       
other Person who is permitted to rely on any opinion expressed herein as        
specified in the immediately preceding paragraph of any change of law or fact   
that may occur after the date of this opinion even though such change may affect
the legal analysis, a legal conclusion or any other matter set forth in or      
relating to this opinion.                                                       

                   Very truly yours,

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                SCHEDULE A

                                                                [Download Table]

                                                 Jurisdictions Where   
                                                 Qualified to Do       
                                Jurisdiction     Business as a         
NAME OF COVERED PARTY          OF INCORPORATION  FOREIGN CORPORATION   
---------------------          ----------------  -------------------   
                                                                       
CII Holdings Inc.               Delaware                               

Coltec Technical Services Inc.  Delaware                               

Delavan - Delta, Inc.           Tennessee        Arizona, Indiana      

Delavan Inc                     Iowa             Arizona, Indiana,     
                                                 South Carolina        

Garlock Inc.                    Ohio                                   
                                                 Alaska, Arizona,      
                                                 Arkansas, California, 
                                                 Colorado, Connecticut,
                                                 Florida, Georgia,     
                                                 Illinois, Indiana     
                                                 Kansas, Kentucky      


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                                                                [Download Table]

                                                                   
                                            Louisiana, Maine,      
                                            Michigan, Nebraska     
                                            Nevada, New Jersey     
                                            New Mexico,            
                                            New York,              
                                            North Carolina         
                                            Oklahoma, Pennsylvania,
                                            South Carolina,        
                                            Tennessee, Texas, Utah,
                                            Virginia, Washington,  
                                            Wyoming, Puerto Rico   

Garlock International Inc.    Delaware                             

Garlock Overseas Corporation  Delaware                             

Pennsylvania Coal & Coke      Rhode Island  Pennsylvania           
Corporation                                                        

Stemco Inc.                   Texas         Arizona Indiana        
                                            Kentucky, Nevada, New  
                                            York, North Carolina   
                                            Georgia                


                 2

                                                                [Download Table]


                                         Jurisdictions Where
                                         Qualified to Do    
                        Jurisdiction     Business as a      
NAME OF COVERED PARTY  OF INCORPORATION  FOREIGN CORPORATION
---------------------  ----------------  -------------------
                                                            


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                                                                [Download Table]
                                                              
The Anchor Packing Company  Delaware  California, Florida     
                                      Georgia, Illinois,      
                                      Louisiana,              
                                      Massachusetts, Michigan,
                                      Missouri, North         
                                      Carolina, Ohio,         
                                      Pennsylvania, Texas,    
                                      Washington, Puerto Rico 

Walbar Inc.                 Delaware                          
                                      Arizona, California,    
                                      Massachusetts, South    
                                      Carolina                


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Schedule B    

1.     Senior Securities Indenture, dated as of December 1, 1985, from the      
  Company to The Bank of New York (as successor to Mellon Bank, N.A.).

2.     Senior Note Indenture, dated as of April 1, 1992, from the Company to    
United States Trust Company.                                      

3.     Senior Subordinated Note Indenture, dated as of April 1, 1992, from the  
Company to Norwest Bank Minnesota, National Association.          

4.     Indenture dated October 26, 1992 between the Company and United States   
Trust Company of New York.                                        

5.     Credit Agreement, dated as of March 24, 1992 and amended and restated    
  as of January 11, 1994, among the Company, the banks listed therein,
the Co-Agents named therein and Bankers Trust Company, as         
Administrative Agent.                                             

6.     Indenture of Trust, dated as of September 15, 1980, between the          
   Development Authority of Bremen, Georgia and The Bank of New York (as
successor to Mellon Bank, N.A.).                                  

7.     Indenture of Trust, dated as of August 1, 1993, between City of Bowling  
    Green, Kentucky and The Bank of New York (as successor to Mellon Bank,
N.A.).                                                            

8.     Indenture of Trust, dated as of September 15, 1980, between Industrial   
   Development Board of the City of Paris, Tennessee and The Bank of New
York (as successor to Mellon Bank, N.A.).                         

9.     Indenture of Trust, dated as of August 1, 1993, between the Industrial   
   Development Board of the City of Bay Minette, Alabama and The Bank of
New York (as successor to Mellon Bank, N.A.).                     

10.    Indenture of Trust, dated as of August 1, 1993, between the City of      
     Quincy, Illinois and The Bank of New York (as successor to Mellon Bank,
N.A.).                                                            

11.    Indenture of Trust, dated as of August 1, 1993, between the County of    
  Winnebago, Illinois and The Bank of New York (as successor to Mellon
Bank, N.A.).                                                      

12.    Indenture of Trust, dated as of August 1, 1993, between the City of      
   Pine Bluff, Arkansas and The Bank of New York (as successor to Mellon
Bank, N.A.).                                                      

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l3.    Lease, as amended by Amendment to Lease, each dated September 1, 1973,   
between Chicago Title and Trust Company and the Company.          

14.    Leases, dated February 19, 1954, as amended and January 14, 1957, as     
    consolidated by Consolidated Lease, dated April 1, 1964, as amended by
Amendment to Consolidated Lease, dated as of July 1, 1968, between
 Woodmen of the World Life Insurance Society and Central Transformer
Corp.                                                             

15.    Agreement, dated as of March 31, 1988, as amended May 2, 1990, between   
the Queen in right of Canada and Menasco Aerospace Ltd.           

16.    Capital Assistance Agreement, dated March 13, 1985, between the          
Government of Canada, acting through the Minister of Supply and   
Services and Walbar Canada Inc.                                   

17.    Guarantee Agreement, dated December 1, 1985, between the Company and     
Chase Manhattan Bank, N.A., as amended as of September 30, 1986,  
September 24, 1987 and November 13, 1991.                         

18.    Guarantee Agreement, dated December 1, 1985, between the Company and     
    The Bank of New York (as successor to Mellon Bank, N.A.) as amended as
of September 29, 1986, September 24, 1987 and November 13, 1991.  

19.    Contract, dated March 14, 1992, between The Boeing Company and Menasco   
Aerospace Ltd., including any revisions, amendments or reissuances
thereto.                                                          

20.    Contract, dated October 1, 1978, between The Boeing Company and Menasco  
   Inc. (subsequently merged into the Company), including any revisions,
amendments or reissuances thereto.                                

21.    Contract, dated October 10, 1978, between The Boeing Company and         
Menasco Inc. (subsequently merged into the Company), including any
revisions, amendments or reissuances thereto.                     

22.    Contract, dated April 12, 1979, between The Boeing Company and Menasco   
   Inc. (subsequently merged into the Company), including any revisions,
amendments or reissuances thereto.                                

23.    Contract, dated April 12, 1979, between The Boeing Company and Menasco   
   Inc. (subsequently merged into the Company), including any revisions,
amendments or reissuances thereto.                                

24.    Contract, dated March 25, 1986, between Menasco Inc. (subsequently       
merged into the Company) and the Coordination Council for North   
American Affairs for the Indigenous Defensive Fighter in Taiwan,  
including any revisions, amendments or reissuances thereto.       

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25.    Contract, dated July 21, 1986, between The Boeing Company and Menasco    
Aerospace Ltd., including any revisions, amendments or reissuances
thereto.                                                          

26.    Agreement, dated August 20, 1987, between the Department of Supply       
     Services of Canada and Menasco Aerospace Ltd., including any revisions,
amendments or reissuances thereto.                                

27.    Contract, dated September 14, 1988, between Fokker Aircraft B.V. and     
Menasco Aerospace Ltd., including any revisions, amendments or    
reissuances thereto.                                              

28.    Agreement, dated September, 1988, between the Company and Avondale       
  Industries, Inc., including any revisions, amendments or reissuances
thereto.                                                          

29.    Agreement dated July, 1988, between the Company and Avondale             
  Industries, Inc., including any revisions, amendments or reissuances
thereto.                                                          

30.    Agreement dated December, 1993, between the Company and Avondale         
  Industries, Inc., including any revisions, amendments or reissuances
thereto.                                                          

31.    Agreement, dated March, 1990, between the Company and General Electric   
Co., including any revisions, amendments or reissuances thereto.  

32.    Contract, dated October 2, 1990, between General Dynamics (assigned to   
    Lockheed), including any revisions, amendments or reissuances thereto.

33.    Agreement, dated April 16, 1991, between Fokker Aircraft B.Y. and        
Menasco Aerospace Ltd., including any revisions, amendments or    
reissuances thereto.                                              

34.    Agreement, dated May 4, 1991, between the Company and Messier Hispano    
   Bugatti (Messier), including any revisions, amendments or reissuances
thereto.                                                          

35.    Agreement, dated May 21, 1991, between McDonnell Douglas Corp. and       
Menasco Aerospace Ltd., including any revisions, amendments or    
reissuances thereto.                                              

36.    Fokker Aircraft B.Y. General Terms Agreement, dated August 27, 1991.     

37.    Agreement, dated March 6, 1992, between Delevan Inc and General Motors   
Corp., including any revisions, amendments or reissuances thereto.

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38.    Agreement, dated March 9, 1992, between General Motors  Corp. and        
    Walbar Canada Inc., including any revisions, amendments or reissuances
thereto.                                                          

39.    Contract, dated August 8, 1992, between the Company and General          
     Dynamics (assigned to Lockheed), including any revisions, amendments or
reissuances thereto.                                              

40.    Contract dated March 14, 1991 between The Boeing Company and Menasco     
Aerospace Ltd.                                                    

41.    Contract dated December 17, 1993 between General Motors Corp. and        
Coltec Automotive, a division of the Company, for airpumps.       

42.    Family Protection Agreement used in connection with the Company's        
Family Protection Program.                                        

43.    Benefits Equalization Plan of the Company.                               

44.    Supplemental Retirement Savings Plan of the Company.                     

45.    The Company's 1977 Long-Term Performance Plan, as amended through the    
date hereof.                                                      

46.    Employment Agreements with certain of the Executive Officers of the      
Company.                                                          

47.    Employment Agreement, dated June 10, 1988, between the Company and       
David L. Margolis.                                                

48.    Employment Agreements between the Company and John W. Guffey, Jr.,       
     Anthony J. diBuono and certain other Executive Officers of the Company.

49.    Employment Letter Agreement, dated August 1, 1990, between the Company   
and John M. Cybulski.                                             

50.    Incentive Compensation Plan For Executive Officers of the Company.       

51.    Rate Swap Agreements dated April, 1992 between Barclays Bank PLC,        
Nippon Credit Bank, WestPac and the Company.                      

52.    Incentive Plan for Certain Employees of the Company and Subsidiaries.    

53.    The Company's 1992 Stock Option and Incentive Plan.                      

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54.    Registration Rights and Management Agreement, dated as of October 13,    
   1993, among the Company, Morgan Stanley & Co. Incorporated and former
shareholder of Holdings.                                          

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                                                                     EXHIBIT D-1

 SHEARMAN & STERLING

599 Lexington Avenue
 New York, N.Y. 10022-6069
212-848-4000

                January 11, 1994

To each of the Co-Agents and the                                                
Banks listed on Schedule A hereto                                               
and to Bankers Trust Company, as                                                
Administrative Agent                                                            

 COLTEC INDUSTRIES INC

Ladies and Gentlemen:                                                           

       This opinion is furnished to you pursuant to Section 5.03(i) of the
Credit Agreement dated as of March 24, 1992 and amended and restated as of      
January 11, 1994 (the "CREDIT AGREEMENT") among Coltec Industries Inc, a        
Pennsylvania corporation (the "COMPANY"), and each of you.  Unless otherwise    
defined herein, terms defined in the Credit Agreement are used herein as therein
defined.                                                                        

          We have acted as special New York counsel to the Company in connection
with the preparation, execution and delivery of the Credit Agreement and the    
Notes executed and delivered by the Company on the date hereof (for purposes of 
this opinion, the "NOTES").                                                     

   In that connection, we have examined counterparts of the Credit
Agreement and each of the Notes and the other documents furnished by the Company
pursuant to Section 5 of the Credit Agreement.                                  

       In addition, we have examined the originals, or copies certified or
otherwise identified to our satisfaction, of such other corporate records of the
Company, certificates of officers of the Company and agreements, instruments and
other documents as we have deemed necessary as a basis for the opinions ex-     
pressed below.  As to questions of fact material to such opinions, we have, when
relevant facts were not independently established by us, relied upon certifi-   
cates of the Company or of its officers.                                        

          In our examination of the documents referred to above, we have assumed
(a) the due execution and delivery, pursuant to due                             

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authorization, of each of the documents referred to above by all parties        
thereto, (b) the authenticity of all such documents submitted to us as originals
and (c) the conformity to originals of all such documents submitted to us as    
copies.  In addition, we have assumed, without independent investigation, that  
(i) the Company is a corporation duly organized, validly existing and in good   
standing under the laws of the jurisdiction if its incorporation and has full   
power and authority to execute, deliver and perform the Credit Agreement and    
each of the Notes, (ii) the execution, delivery and performance by the Company  
of the Credit Agreement and each of the Notes do not contravene the certificate 
of incorporation or bylaws of the Company or violate any law, rule or regulation
of the jurisdiction of incorporation of the Company, (iii) no authorization,    
approval, consent or other action by, and no notice to or filing with, any      
governmental authority or regulatory body of the jurisdiction of incorporation  
of the Company is required for the due execution, delivery or performance by the
Company of the Credit Agreement or any of the Notes or, if any such authoriza-  
tion, approval, consent, action, notice or filing is required therefor, it has  
been duly obtained or made and is in full force and effect, and (iv) immediately
prior to the occurrence of the Restatement Effective Date, the Security Agree-  
ments create valid security interests in favor of the Collateral Agent in the   
Security Agreement Collateral to the extent that Article 9 of the Uniform       
Commercial Code (the "UCC") as in effect in the State of New York is applicable 
to such Security Agreement Collateral and such security interests are perfected 
to the extent the perfection of such interests is governed by the UCC as in     
effect in the State of California or New York.                                  

         We have relied on the opinions of Anthony J. diBuono, Esq., Executive
Vice President, General Counsel and Secretary of the Company, and of Messrs.    
Reed, Smith, Shaw & McClay, special Pennsylvania counsel to the Company, each   
dated the date hereof and addressed to you, as to all matters covered thereby to
the extent such matters are not covered by the assumptions set forth in clauses 
(i) through (iii) above.                                                        

          Based upon the foregoing and upon such investigation as we have deemed
necessary, we are of the following opinion:                                     

     1.  The execution, delivery and performance by the Company of the
    Credit Agreement and the Notes do not (a) violate any law, rule or regula-
tion or (b) result in the breach of, or constitute a default under, or
result in the creation or imposition of any Liens upon any property or
     assets of the Company under, (i) the Indenture dated as of December 1, 1985
    between the Company and The Bank of New York (as successor to Mellon Bank,
     N.A.), as trustee, (ii) the Indenture dated as of April 1, 1992 between the
    Company and United States Trust Company of New York, as trustee, (iii) the
  Indenture dated as of April 1, 1992 between the Company and Norwest Bank
Minnesota, National Association, as trustee, or                       

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(iv) the Indenture dated as of October 26, 1992 between the Company and United  
States Trust Company of New York, as trustee.                                   

 2.  The Credit Agreement and each of the Notes are the legal, valid and
binding obligations of the Company, enforceable against the Company in accor-   
dance with their respective terms.                                              

     3.  Upon the execution of the Credit Agreement by the Company, the Required
Banks (determined immediately prior to the Restatement Effective Date and       
without giving effect thereto), each Continuing Bank and each New Bank, all     
consents needed to effect the Credit Agreement under the terms of the Original  
Credit Agreement will have been obtained.                                       

  4.  The Company is not an "investment company" within the meaning of the
Investment Company Act of 1940, as amended.                                     

5.  Under the UCC as in effect in each of the States of New York and  
California, the security interests in favor of the Collateral Agent in the      
Security Agreement Collateral and the perfection thereof would not terminate,   
and the respective priorities of such security interests would not change, in   
each case solely as a result of the occurrence of the Restatement Effective     
Date.                                                                           

        Our opinions set forth above are subject to the following qualifica-
tions:                                                                          

    (a)  Our opinion in paragraph 1 above is subject to the qualification that
we have not conducted any investigation into the types of businesses and        
activities in which the Company and its Subsidiaries engage or into the manner  
in which they conduct their respective businesses and activities as would enable
us to render any opinion (and, accordingly, we express no opinion) as to the    
applicability to the Company of any law, rule or regulation not of general      
applicability to business corporations.                                         

   (b)  Our opinion in paragraph 2 above is subject to the effect of general
principles of equity including, without limitation, concepts of materiality,    
reasonableness, good faith and fair dealing (regardless of whether considered in
a proceeding in equity or at law).                                              

    (c)  Our opinion in paragraph 2 above is also subject to the effect of any
applicable bankruptcy, insolvency (including, without limitation, all laws      
relating to fraudulent transfers), reorganization, moratorium or similar laws   
affecting creditors' rights generally.                                          

(d)  Our opinion in paragraph 2 above is also subject to the          

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qualification that we express no opinion as to Section 13.02 and, to the extent 
they address any of the Security Documents, Sections 13.08(a) and (b) of the    
Credit Agreement.                                                               

    (e)  We express no opinion as to any of the indemnification provisions set
forth in the Credit Agreement to the extent they may be violative of public     
policy.                                                                         

  (f)  Our opinions set forth above are limited to the law of the State of
New York, the federal law of the United States and, solely to the extent set    
forth in our opinion in paragraph 5 above, the law of the State of California,  
and we do not express any opinion herein concerning any other law.              

       This opinion is being furnished only to the addresses hereof and is
solely for their benefit in connection with the Transaction.  This opinion may  
not be relied upon for any other purpose, or relied upon by any other Person for
any purpose, without our prior written consent.                                 

       Very truly yours,

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                              SCHEDULE A
                              ----------

Co-Agents                                                                       
---------                                                                       

Bank of Montreal                                                                
The Bank of Nova Scotia                                                         
Credit Lyonnais New York Branch                                                 
The Industrial Bank of Japan, Limited,                                          
New York Branch                                                                 

Banks                                                                           
-----                                                                           

Bankers Trust Company                                                           
Bank of Montreal                                                                
The Bank of Nova Scotia                                                         
Credit Lyonnais New York Branch                                                 
The Industrial Bank of Japan, Limited,                                          
New York Branch                                                             
The Bank of New York                                                            
CIBC, Inc.                                                                      
The Long Term Credit Bank                                                       
of Japan, Limited, New York Branch                                          
The Nippon Credit Bank, Limited,                                                
New York Branch                                                             
Society National Bank                                                           
ABN AMRO Bank, N.V.                                                             
The Bank of Tokyo Trust Company                                                 
Banque Paribas                                                                  
Continental Bank, N.A.                                                          
The Sumitomo Bank, Limited                                                      
Arab Banking Corp.                                                              
Bank of Ireland                                                                 
Bank of Scotland                                                                
Banque Francais Exterieur                                                       
du Commerce                                                                 
Comerica Bank                                                                   

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                                                                     EXHIBIT D-2
                                                                     -----------

REED SMITH SHAW & McCLAY

435 Sixth Avenue
 Pittsburgh, PA 15219-1866
412-288-3131

                                    January 11, 1994

To each of the Co-Agents and                                                    
Banks party to the Credit                                                       
Agreement referred to below,                                                    
and to Bankers Trust Company,                                                   
as Administrative Agent                                                         

Re:  COLTEC INDUSTRIES INC                                  

Ladies and Gentlemen:                                                           

      We have acted as special Pennsylvania counsel to Coltec Industries
Inc, a Pennsylvania corporation (the "Company"), in connection with the execu-  
tion and delivery of the Credit Agreement, dated as of March 24, 1992 and       
amended and restated as of January 11, 1994 (the "Credit Agreement"), among the 
Company, the financial institutions party thereto (the "Banks"), the Co-Agents, 
and Bankers Trust Company, as Administrative Agent, and the transactions        
contemplated thereby.  This opinion is being delivered pursuant to Section      
5.03(i) of the Credit Agreement.  Unless otherwise indicated, capitalized terms 
used herein and not otherwise defined herein shall have the respective meanings 
set forth in the Credit Agreement.                                              

     In connection with this opinion, we have examined and relied upon
originals or copies, certified or otherwise identified to our satisfaction, of  
the following:                                                                  

(a)  the Credit Agreement;                        

(b)  the form of Notes attached as Exhib-         
its B-1 and B-2 to the Credit Agreement (the      
"Notes");                                         

(c)  the form of the Mortgage Amendment           
to be executed by the Company, as Mortgagor,      
and Bankers Trust Company, as Collateral Agent    
for the Secured Creditors, as Mortgagee;          

(d)  certified copies of resolutions of           
the Board of Directors of the Company relat-      

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ing, among other things, to the Credit Agree-     
ment, the Notes, the Mortgage Amendments to       
which it is a party and the transactions          
contemplated thereby;                             

(e)  copies of the Amended and Restated           
Articles of Incorporation of the Company as       
certified by the Secretary of the Commonwealth    
of Pennsylvania on September 20, 1993 and the     
By-Laws of the Company;                           

(f)  copies of a subsistence certificate          
for the Company dated January 7, 1994 from the    
Secretary of the Commonwealth of Pennsylvania     
and a tax lien certificate for the Company        
dated January 10, 1994 from the Department of     
Revenue of the Commonwealth of Pennsylvania.      

          The agreements described in clauses (a) through (c) above are referred
to collectively in this opinion as the "Credit Documents".                      

      We have reviewed only the Credit Documents and the items listed in
clauses (d) through (f) above and have made no other factual investigation or   
inquiry.  We have examined such questions of law as we have deemed appropriate  
for purposes of rendering the opinions expressed herein.                        

         In our examination we have assumed the genuineness of all signatures,
the authenticity of all documents submitted to us as originals, the conformity  
to original documents of all documents submitted to us as certified or photo-   
static copies and the authenticity of the originals of such copies.  In making  
our examination of the Credit Documents to be executed by parties other than the
Company, we have assumed the enforceability thereof on all such parties.        

        Based upon the foregoing, and subject to the limitations, qualifica-
tions, exceptions and assumptions set forth herein, we are of the opinion that: 

        1.  The Company is a corporation presently subsisting under the laws
of the Commonwealth of Pennsylvania.                                            

   2.  The Company has the corporate power to execute, deliver and
perform all of its obligations under each of the Credit Documents and to        
consummate the Transaction.  The execution and delivery by the Company of each  
of the Credit Documents and the consummation of the Transaction have been duly  
authorized by requisite corporate action on the part of the Company.  The Credit
Agreement has been duly executed and delivered by the Company and the other     
Credit Documents, when executed and delivered by Paul G. Schoen, the Senior Vice
President, Finance and Treasurer of the                                         

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Company, will be duly executed and delivered by the Company.                    

       3.  The execution and delivery by the Company of each of the Credit
Documents, the performance by it of its obligations under each such Credit      
Document in accordance with its terms, and the consummation of the Transaction  
do not breach or otherwise violate the Amended and Restated Articles of Incorpo-
ration or By-laws of the Company.                                               

         4.  Neither the execution, delivery and performance by the Company of
its obligations under the Credit Documents, nor compliance by the Company with  
the terms and provisions thereof, nor consummation of the Transaction will      
violate applicable provisions of Pennsylvania law.                              

        5.  No approval from any Pennsylvania governmental body or authority
is required to authorize or is required in connection with the execution,       
delivery or performance by the Company of any Credit Document or the consumma-  
tion of the Transaction.                                                        

       The foregoing opinions are subject to the following qualifications:

       A.  We have acted as special Pennsylvania counsel to the Company in
connection with the Credit Documents and the Transaction.  We have not partici- 
pated in the negotiation or drafting of the Credit Documents or in discussions  
relating to the Credit Documents or the Transaction.  The opinions expressed in 
Paragraphs 2, 3, 4 and 5 above are limited to our actual knowledge of the       
Transaction based upon our review of the Credit Documents.  We expressly        
disclaim any knowledge of any agreements, documents or transactions that may be 
referred to in or incorporated by reference in the Credit Documents or the items
listed in clauses (d) through (f) above, other than the Credit Documents, such  
items and the Transaction.  We have not reviewed any exhibits to the Credit     
Agreement not specifically referenced in the second paragraph of this letter.   

         B.  We call your attention to the provisions of Section 911(b) of the
Crimes Code in effect in the Commonwealth of Pennsylvania which prohibits the   
use or investment of income derived from a pattern of "racketeering activity" in
the establishment or operation of any enterprise.  "Racketeering activity," as  
defined in the Crimes Code, includes the collection of money or other property  
in full or partial satisfaction of a debt which arose as the result of the      
lending of money or other property at a rate of interest exceeding 25% per      
annum where not otherwise authorized by law.  Your attention is also called to  
the provisions of Section 4806.1 of the former Penal Code of the Commonwealth   
making "criminal usury" -- defined as the charging, taking or receiving of any  
money, things in action or other property as interest on a loan at a rate       
exceeding 36% per annum when not otherwise authorized by law -- a felony.  It is
unclear whether                                                                 

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this provision was repealed by the Crimes Code.  SEE 1 Pa.C.S. SECTION 1952; 46 
P.S. Section 572 (repealed) and COMMONWEALTH V. FLASHBURG, 237 Pa. Super. 424,  
352 A.2d 185 (1976).  Accordingly, our opinion is qualified to the extent, if   
any, that the statutes referenced in this Paragraph B may be applicable to this 
transaction. Although there is an absence of case law on point, we believe that 
(i) Section 13.18 of the Credit Agreement, (ii) Section 1510(a) of the          
Pennsylvania Business Corporation Law (which provides that a Pennsylvania       
business corporation may not plead usury as a defense to any action brought     
against it to enforce payment of, or to enforce any other remedy on, any        
obligation executed or effected by it and (iii) the inapplicability of 41 P.S.  
Section 101 et seq. (regarding maximum lawful interest rates for loans) to loans
in excess of $5,000, all provide strong arguments to the lenders under the      
Credit Agreement that the foregoing criminal statutes will not be violated by   
the provisions of the Credit Agreement relating to interest rates.              

          C.  With your permission, we have made no investigation and express no
opinion as to the applicability to the transactions contemplated by the Credit  
Documents of the Uniform Fraudulent Conveyance Act as in effect in the Common-  
wealth of Pennsylvania or Statute 13 Elizabeth Ch. 5, 39 P.S. Chapter 2 App.    
relating to fraudulent conveyances and related matters.  In rendering our       
opinions herein we express no opinion as to the applicability or effect of any  
preference or similar law on the Credit Documents or any transaction contemplat-
ed thereby.                                                                     

         D.  Any purported assignment of any governmental approval, license or
permit may be subject to restrictions upon assignment or transfer which may be  
applicable to assignments intended as security, or, although not necessarily    
applicable to assignments intended as security, may be required to be satisfied 
before you will be treated as an assignee thereof.                              

          E.  We express no pinion in Paragraph 4 and 5 above as to statutes and
ordinances, administrative decisions, or rules and regulations of counties,     
towns, municipalities and special political subdivisions (whether created or    
enabled through legislative action at the federal, state or regional level) or  
judicial decisions to the extent they deal with any of the foregoing.           

     F.  We express no opinion as to the effect on the opinions herein
stated of (i) the compliance or noncompliance of any party (other than the      
Company) to the Credit Documents with any state, federal or other laws or       
regulations applicable to them or (ii) the legal or regulatory status or the    
nature of the business of the Co-Agents, the Banks, the Administrative Agent or 
the Collateral Agent.                                                           

          We do not express any opinion herein concerning any law other than the
laws of the Commonwealth of Pennsylvania.                                       

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       We are delivering a copy of this opinion to Shearman & Sterling and
authorize such firm to rely on it as to matters of Pennsylvania law in rendering
the opinion of such firm, as special counsel to the Company, to you of even date
herewith in connection with the transactions contemplated by the Credit Agree-  
ment.  Subject to the preceding sentence, this opinion is furnished solely for  
your benefit and for the benefit of your participants and assignees in connec-  
tion with the transactions contemplated by the Credit Agreement.  None of you or
any such participant or assignee may rely on this opinion for any other purpose.
This opinion is limited to the matters set forth herein, no opinion may be      
inferred or implied beyond the matters expressly stated in this letter, and our 
statements contained in Paragraphs 1 through 5, inclusive, of the opinion       
portion of this letter must be read in conjunction with the assumptions,        
limitations, exceptions and qualifications set forth in this letter.            

       Very truly yours,

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[NAME OF CREDIT PARTY AND/OR OTHER SUBSIDIARY]          

Officers' Certificate         

      I, the undersigned, [President/Executive Vice President/Senior
Vice President/Vice President] of [Name of Credit Party and/or other            
Subsidiary], a corporation organized and existing under the laws of the State   
of ________ (the "Company"), do hereby certify that:                            

  1.    This Certificate is furnished pursuant to the Credit
Agreement, dated as of March 24, 1992 and amended and restated as of January    
11, 1994, among [Coltec Industries Inc] [the Company], the lending              
institutions from time to time party thereto, the Co-Agents and Bankers Trust   
Company, as Administrative Agent (such Credit Agreement, as in effect on the    
date of this Certificate, being herein called the "Credit Agreement").  Unless  
otherwise defined herein, capitalized terms used in this Certificate shall      
have the meanings set forth in the Credit Agreement.                            

         2.    The following named individuals are elected officers of the
Company, each holds the office of the Company set forth opposite his name and   
has held such office since __________, 19__.4  The signature written opposite   
the name and title of each such officer is his correct signature.               

NAME5          OFFICE         SIGNATURE                 

_______________   _____________   _____________                     

_______________   _____________   _____________                     

_______________   _____________   _____________                     

---------------------------                                                     
4/   Insert a date prior to the time of any corporate action                    
relating to the Credit Agreement or the other Credit                            
Documents.                                                                      

5/   Include name, office and signature of each officer who                     
will sign any Credit Document, including the officer who                        
will sign the certification at the end of this Certificate.                     

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     3.    Attached hereto as Exhibit A is a certified copy of the
[Certificate of Incorporation] [describe                                        
appropriate charter document] of the Company as filed in the [Office of the     
Secretary of State of the State of ________ on ___________, 19__] [describe     
appropriate filing office], together with all amendments thereto adopted        
through the date hereof.6                                                       

        4.    Attached hereto as Exhibit B is a true and correct copy of
the [By-Laws] [describe appropriate governing document] of the Company which    
were duly adopted, are in full force and effect on the date hereof, and have    
been in effect since _____________, 19__.7                                      

         [5.   There are in existence no organizational or other governing
documents with respect to the Company except as attached hereto as Exhibits A   
and B.]8                                                                        

         [5] [6].  Attached hereto as Exhibit C is a true and correct copy
of resolutions which were duly adopted on __________, 19__ [by unanimous        
written consent of the Board of Directors of the Company] [by a meeting of the  
Board of Directors of the Company at which a quorum was present and acting      
throughout], and said resolutions have not been rescinded, amended or           
modified.  Except as attached hereto as Exhibit C, no resolutions have been     
adopted by the Board of Directors of the Company which deal with the            
execution, delivery or performance of any of the Credit Documents or any other  
Documents to which the Company is party.9                                       

       [6.     Attached hereto as Exhibit D are true and correct copies of
all Employee Benefit Plans of the Company and its                               

--------------                                                                  
6/   Alternatively, state that Certificate of Incorporation                     
or other appropriate charter documents have not been                            
amended since March 24, 1992.                                                   

7/   Alternatively, state that By-Laws or other appropriate                     
governing documents have not been amended since March 24,                       
1992.                                                                           

8/   Insert only for Certificates signed by Foreign                             
Subsidiaries.                                                                   

9/   Insert for Credit Parties executing Credit Documents, or                   
amendments thereto, in connection with the Transaction.                         

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Subsidiaries, or amendments thereto, required to be delivered pursuant to       
Section 5.05 of the Credit Agreement.                                           

         7.    Attached hereto as Exhibit E are true and correct copies of
all Shareholders' Agreements with respect to the capital stock of the Company   
and its Subsidiaries, or amendments thereto, required to be delivered pursuant  
to Section 5.05 of the Credit Agreement.                                        

         8.    Attached hereto as Exhibit F are true and correct copies of
all Management Agreements of the Company and its Subsidiaries, or amendments    
thereto, required to be delivered pursuant to Section 5.05 of the Credit        
Agreement.                                                                      

         9.    Attached hereto as Exhibit G are true and correct copies of
all Employment Agreements of the Company and its Subsidiaries, or amendments    
thereto, required to be delivered pursuant to Section 5.05 of the Credit        
Agreement.                                                                      

       10.     Attached hereto as Exhibit H are true and correct copies of
all Collective Bargaining Agreements of the Company and its Subsidiaries, or    
amendments thereto, required to be delivered pursuant to Section 5.05 of the    
Credit Agreement.                                                               

       11.     Attached hereto as Exhibit I are true and correct copies of
all Tax Sharing Agreements entered into by the Company or any of its            
Subsidiaries, or amendments thereto, required to be delivered pursuant to       
Section 5.05 of the Credit Agreement.                                           

       12.     Attached hereto as Exhibit J are true and correct copies of
all Debt Agreements of the Company and its Subsidiaries, or amendments          
thereto, required to be delivered pursuant to Section 5.05 of the Credit        
Agreement.                                                                      

      13.     Attached hereto as Exhibit K is a true and correct copy of
the PRO FORMA consolidated balance sheet of the Company and its                 
Subsidiaries referred to in Section 5.17 of the Credit Agreement.               

       14.     On the date hereof, all of the conditions in Sections 5.11,
5.12, 5.14, 5.16 and 6.01 have been satisfied, provided that no certification   
is made herein as to the acceptability of any items to the Agent and/or the     
Required Banks or as to whether the                                             

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Agents and/or the Required Banks are satisfied with any of the matters          
described in said Sections.]10                                                  

[6] [7] [15].  There is no proceeding for the dissolution or  
liquidation of the Company or threatening its existence.                        

-----------------                                                               
10/   Insert items 6-14 only in the Certificate of Coltec                       
Industries Inc. and, in the case of items 6-12,                                 
alternatively state that there are no such agreements, or                       
amendments thereto, entered into since April 1, 1992.                           

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       IN WITNESS WHEREOF, I have hereunto set my hand this ___ day of
__________, 1994.                                                               

                      ______________________________
Name:   
Title:  

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[NAME OF CREDIT PARTY AND/OR OTHER SUBSIDIARY]          

I, the undersigned, [Secretary/Assistant Secretary] of the Company, do hereby   
certify that:                                                                   

    1.  [Name of Person making above certifications] is the duly
elected and qualified [President/Executive Vice President/Senior Vice           
President/Vice President] of the Company and the signature above is his         
genuine signature.                                                              

   2.  The certifications made by [name of Person making above
certifications] in Items 2, 3, 4, [5], [6] and [6] [7] [15] above are true and  
correct.                                                                        

         IN WITNESS WHEREOF, I have hereunto set my hand this _____ day of
_________, 1994.                                                                

                    ____________________________
Name:   
Title:  

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                                               EXHIBIT I

SUBORDINATION PROVISIONS            

       Each promissory note evidencing Indebtedness (as defined in the
Credit Agreement to which this Exhibit I is attached) incurred by Coltec        
Industries Inc, a Pennsylvania corporation (the "Company"), owing to any of     
its Subsidiaries shall have the following subordination provisions attached as  
Annex A thereto, and shall include in the text of such promissory note the      
language: "THE INDEBTEDNESS EVIDENCED BY THIS NOTE IS SUBORDINATE AND JUNIOR    
IN RIGHT OF PAYMENT TO ALL SENIOR INDEBTEDNESS (AS DEFINED IN ANNEX A HERETO)   
TO THE EXTENT PROVIDED IN ANNEX A."                                             

                                                     ANNEX A
                                      TO PROMISSORY NOTE

       Section 1.01.  SUBORDINATION OF LIABILITIES.  Coltec Industries
Inc (the "Company"), for itself, its successors and assigns, covenants and      
agrees and each holder of the promissory note to which this Annex A is          
attached (the "Note") by its acceptance thereof likewise covenants and agrees   
that the payment of the principal of, and interest on, and all other amounts    
owing in respect of, the Note is hereby expressly subordinated, to the extent   
and in the manner hereinafter set forth, to the prior payment in full of        
Senior Indebtedness (as defined in Section 1.07) in cash.  The provisions of    
this Annex A shall constitute a continuing offer to all persons who, in         
reliance upon such provisions, become holders of, or continue to hold, Senior   
Indebtedness, and such provisions are made for the benefit of the holders of    
Senior Indebtedness, and such holders are hereby made obligees hereunder to     
the same extent as if their names were written herein as such, and they and/or  
each of them may proceed to enforce such provisions.                            

         Section 1.02.  COMPANY NOT TO MAKE PAYMENTS WITH RESPECT TO NOTES
IN CERTAIN CIRCUMSTANCES.  (a)  Upon the maturity of any Senior Indebtedness    
(including interest thereon or fees or any other amounts owing in respect       
thereof), whether at stated maturity, by acceleration or otherwise, all         
principal thereof and premium, if any, and interest                             

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thereon or fees or any other amounts owing in respect thereof, in each case to  
the extent due and owing at such time, shall first be paid in full in cash, or  
such payment duly provided for in cash or in a manner satisfactory to the       
holder or holders of such Senior Indebtedness, before any payment is made on    
account of the principal of (including installments thereof), or interest on,   
or any amount otherwise owing in respect of, the Note.  Each holder of the      
Note hereby agrees that, so long as an Event of Default (as defined below), or  
event which with notice or lapse of time or both would constitute an Event of   
Default, in respect of any Senior Indebtedness exists, it will not ask,         
demand, sue for, or otherwise take, accept or receive, any amounts owing in     
respect of the Note.  As used herein, the term "Event of Default" shall mean    
any Event of Default, under and as defined in, the relevant documentation       
governing any Senior Indebtedness which has arisen as a result of the failure   
to make any payments with respect to Senior Indebtedness or as a result of any  
bankruptcy, insolvency or similar proceeding with respect to the Company, and   
in any event shall include any payment default with respect to any Senior       
Indebtedness.                                                                   

     (b)   In the event that notwithstanding the provisions of the
preceding subsection (a) of this Section 1.02, the Company shall make any       
payment on account of the principal of, or interest on, or amounts otherwise    
owing in respect of, the Note at a time when payment is not permitted by said   
subsection (a), such payment shall be held by the holder of the Note, in trust  
for the benefit of, and shall be paid forthwith over and delivered to, the      
holders of Senior Indebtedness or their representative or representatives       
under the agreements pursuant to which the Senior Indebtedness may have been    
issued, as their respective interests may appear, for application pro rata to   
the payment of all Senior Indebtedness remaining unpaid to the extent           
necessary to pay all Senior Indebtedness in full in cash in accordance with     
the terms of such Senior Indebtedness, after giving effect to any concurrent    
payment or distribution to or for the holders of Senior Indebtedness.  Without  
in any way modifying the provisions of this Annex A or affecting the            
subordination effected hereby, if such notice is not given, the Company shall   
give the holder of the Note prompt written notice of any maturity of Senior     
Indebtedness after which such Senior Indebtedness remains unsatisfied.          

        Section  1.03.  NOTE SUBORDINATED TO PRIOR PAYMENT OF ALL SENIOR
INDEBTEDNESS ON DISSOLUTION, LIQUIDATION OR REORGANIZATION OF COMPANY.  Upon    
any distribution of assets of the Company upon any dissolution, winding up,     
liquidation or reorganization of the Company (whether in bankruptcy,            
insolvency or receivership proceedings or upon an assignment for the benefit    
of creditors or otherwise):                                                     

  (a)  the holders of all Senior Indebtedness shall first be
   entitled to receive payment in full in cash or in a manner satisfactory
 to the holder or holders of such Senior Indebtedness of the principal
thereof, premium, if any, and interest (including,                  

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   without limitation, all interest accruing after the commencement of any
  bankruptcy, insolvency, receivership or similar proceeding at the rate
   provided in the governing documentation whether or not such interest is
  an allowed claim in such proceeding) and all other amounts due thereon
before the holder of the Note is entitled to receive any payment on 
   account of the principal of or interest on or any other amount owing in
respect of the Note;                                                

         (b)  any payment or distributions of assets of the Company of any
   kind or character, whether in cash, property or securities to which the
  holder of the Note would be entitled except for the provisions of this
Annex A, shall be paid by the liquidating trustee or agent or other 
   person making such payment or distribution, whether a trustee or agent,
  directly to the holders of Senior Indebtedness or their representative
or representatives under the agreements pursuant to which the Senior
Indebtedness may have been issued, to the extent  necessary to make 
payment in full of all Senior Indebtedness remaining unpaid, after  
  giving effect to any concurrent payment or distribution to the holders
of such Senior Indebtedness; and                                    

        (c)  in the event that, notwithstanding the foregoing provisions
of this Section 1.03, any payment or distribution of assets of the  
Company of any kind or character, whether in cash, property or      
 securities, shall be received by the holder of the Note on account of
  principal of, or interest or other amounts due on, the Note before all
   Senior Indebtedness is paid in full in cash or in a manner satisfactory
to the holder or holders of such Senior Indebtedness, or effective  
  provisions made for its payment, such payment or distribution shall be
   received and held in trust for and shall be paid over to the holders of
the Senior Indebtedness remaining unpaid or unprovided for or their 
    representative or representatives under the agreements pursuant to which
the Senior Indebtedness may have been issued, for application to the
  payment of such Senior Indebtedness until all such Senior Indebtedness
   shall have been paid in full in cash or in a manner satisfactory to the
 holder or holders of such Senior Indebtedness, after giving effect to
any concurrent payment or distribution to the holders of such Senior
Indebtedness.                                                       

      Without in any way modifying the provisions of this Annex A or
affecting the subordination effected hereby, if such notice is not given, the   
Company shall give prompt written notice to the holder of the Note of any       
dissolution, winding up, liquidation or reorganization of the                   

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Company (whether in bankruptcy, insolvency or receivership proceedings or upon  
an assignment for the benefit of creditors or otherwise).                       

    Section 1.04.  SUBROGATION.  Subject to the prior payment in
full of all Senior Indebtedness in cash, the holder of the Note shall be        
subrogated to the rights of the holders of Senior Indebtedness to receive       
payments or distributions of assets of the Company applicable to the Senior     
Indebtedness until all amounts owing on the Note shall be paid in full, and     
for the purpose of such subrogation no payments or distributions to the         
holders of the Senior Indebtedness by or on behalf of the Company or by or on   
behalf of the holder of the Note by virtue of this Annex A which otherwise      
would have been made to the holder of the Note, shall be deemed to be payment   
by the Company to or on account of the Senior Indebtedness, it being            
understood that the provisions of this Annex A are and are intended solely for  
the purpose of defining the relative rights of the holder of the Note, on the   
one hand, and the holders of the Senior Indebtedness, on the other hand.        

        Section 1.05.  OBLIGATION OF THE COMPANY UNCONDITIONAL.  Nothing
contained in this Annex A or in the Note is intended to or shall impair, as     
between the Company and the holder of the Note, the obligation of the Company,  
which is absolute and unconditional, to pay to the holder of the Note the       
principal of and interest on the Note as and when the same shall become due     
and payable in accordance with their terms, or is intended to or shall affect   
the relative rights of the holder of the Note and creditors of the Company      
other than the holders of the Senior Indebtedness, nor shall anything herein    
or therein prevent the holder of the Note from exercising all remedies          
otherwise permitted by applicable law, subject to the rights, if any, under     
this Annex A of the holders of Senior Indebtedness in respect of cash,          
property, or securities of the Company received upon the exercise of any such   
remedy.  Upon any distribution of assets of the Company referred to in this     
Annex A, the holder of the Note shall be entitled to rely upon any order or     
decree made by any court of competent jurisdiction in which such dissolution,   
winding up, liquidation or reorganization proceedings are pending, or a         
certificate of the liquidating trustee or agent or other person making any      
distribution to the holder of the Note, for the purpose of ascertaining the     
persons entitled to participate in such distribution, the holders of the        
Senior Indebtedness and other indebtedness of the Company, the amount thereof   
or payable thereon, the amount or amounts paid or distributed thereon and all   
other facts pertinent thereto or to this Annex A.                               

   Section 1.06.  SUBORDINATION RIGHTS NOT IMPAIRED BY ACTS OR
OMISSIONS OF COMPANY OR HOLDERS OF SENIOR INDEBTEDNESS.  No right of any        

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present or future holders of any Senior Indebtedness to enforce subordination   
as herein provided shall at any time in any way be prejudiced or impaired by    
an act or failure to act on the part of the Company or by any act or failure    
to act in good faith by any such holder, or by any noncompliance by the         
Company with the terms and provisions of the Note, regardless of any knowledge  
thereof which any such holder may have or be otherwise charged with.  The       
holders of the Senior Indebtedness may, without in any way affecting the        
obligations of the holder of the Note with respect thereto, at any time or      
from time to time and in their absolute discretion, change the manner, place    
or terms of payment of, change or extend the time of payment of, or renew or    
alter, any Senior Indebtedness, or amend, modify or supplement any agreement    
or instrument governing or evidencing such Senior Indebtedness or any other     
document referred to therein, or exercise or refrain from exercising any other  
of their rights under the Senior Indebtedness including, without limitation,    
the waiver of a default thereunder and the release of any collateral securing   
such Senior Indebtedness, all without notice to or assent from the holder of    
the Note.                                                                       

  Section 1.07.  SENIOR INDEBTEDNESS.  (a)  The term "Senior
Indebtedness" shall mean all Obligations (as defined below) (i) of the Company  
and/or its Subsidiaries (as defined below) under the Credit Agreement (as       
defined below) and any renewal, extension, restatement or refunding thereof,    
(ii) of the Company and/or its Subsidiaries in respect of all Interest Rate     
Protection or Other Hedging Agreements (as defined below) with Other Creditors  
(as defined below) and (iii) of the Company with respect to the Senior Notes.   

       (b)  As used in this Agreement, the terms set forth below shall
have the respective meanings provided below:                                    

       "Credit Agreement" shall mean the Credit Agreement, dated as of
March 24, 1992 and amended and restated as of    January 11, 1994, among the    
Company, various financial institutions from time to time party thereto (the    
"Banks"), the Co-Agents and Bankers Trust Company, as Administrative Agent; as  
same may be amended, modified, extended, renewed, replaced, restated,           
supplemented or refinanced from time to time, and including any agreement       
extending the maturity of, refinancing or restructuring (including, but not     
limited to, the inclusion of additional borrowers thereunder that are           
Subsidiaries of the Company and whose obligations are guaranteed by the         
Company thereunder or any increase in the amount borrowed) all or any portion   
of, the indebtedness under such agreement or of any successor agreements.       

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         "Interest Rate Protection or Other Hedging Agreements" shall have
the meaning provided in the Credit Agreement.                                   

  "Obligations" shall mean any principal, interest, premium,
penalties, fees and other liabilities and obligations payable under the         
documentation governing any Senior Indebtedness (including, without             
limitation, all interest accruing after the commencement of any bankruptcy,     
insolvency, receivership or similar proceeding at the rate provided in the      
governing documentation, whether or not such interest is an allowed claim in    
such proceeding).                                                               

    "Senior Notes" shall have the meaning provided in the Credit
Agreement.                                                                      

         "Other Creditors" shall mean any Bank which enters into, or which
participates in, the extension of Interest Rate Protection Agreements or Other  
Hedging Agreements (even if any such Bank ceases to be a Bank under the Credit  
Agreement for any reason) and their subsequent assigns, if any, in all such     
cases in their capacity as creditors with respect to Interest Rate Protection   
or Other Hedging Agreements.                                                    

  "Subsidiary" shall have the meaning provided in the Credit
Agreement.                                                                      

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                                               EXHIBIT J

ASSIGNMENT AND ASSUMPTION AGREEMENT         

                                       Date __________, 19__

        Reference is made to the Credit Agreement described in Item 2 of
Annex I hereto (as such Credit Agreement may hereafter be amended,              
supplemented or otherwise modified from time to time, the "Credit Agreement").  
Unless defined in Annex I hereto, terms defined in the Credit Agreement are     
used herein as therein defined.  ___________ (the "Assignor") and __________    
(the "Assignee") hereby agree as follows:                                       

         1.  The Assignor hereby sells and assigns to the Assignee without
recourse and without representation or warranty (other than as expressly        
provided herein), and the Assignee hereby purchases and assumes from the        
Assignor, that interest in and to all of the Assignor's rights and obligations  
under the Credit Agreement as of the date hereof which represents the           
percentage interest specified in Item 4 of Annex I hereto (the "Assigned        
Share") of all of the outstanding rights and obligations under the Credit       
Agreement relating to the Commitment listed in Item 4 of Annex I hereto,        
including, without limitation, all rights and obligations with respect to the   
Assigned Share of the Revolving Loans and Letters of Credit.  After giving      
effect to such sale and assignment, the Assignee's Commitment will be as set    
forth in Item 4 of Annex I hereto.                                              

         2.  The Assignor (i) represents and warrants that it is the legal
and beneficial owner of the interest being assigned by it hereunder and that    
such interest is free and clear of any adverse claim; (ii) makes no             
representation or warranty and assumes no responsibility with respect to any    
statements, warranties or representations made in or in connection with the     
Credit Agreement or the other Credit Documents or the execution, legality,      
validity, enforceability, genuineness, sufficiency or value of the Credit       
Agreement or the other Credit Documents or any other instrument or document     
furnished pursuant thereto; and (iii) makes no representation or warranty and   
assumes no responsibility with respect to the financial condition of the        
Company or any of its Subsidiaries or the performance or observance by the      
Credit Parties of any of their obligations under the Credit Agreement or the    
other Credit Documents to which they are a party or any other instrument or     
document furnished pursuant thereto.                                            

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        3.  The Assignee (i) confirms that it has received a copy of the
Credit Agreement and the other Credit Documents, together with copies of the    
financial statements referred to therein and such other documents and           
information as it has deemed appropriate to make its own credit analysis and    
decision to enter into this Assignment and Assumption Agreement; (ii) agrees    
that it will, independently and without reliance upon the Administrative        
Agent, any Co-Agent, the Assignor or any other Bank and based on such           
documents and information as it shall deem appropriate at the time, continue    
to make its own credit decisions in taking or not taking action under the       
Credit Agreement; (iii) confirms that it is an Eligible Transferee under        
Section 13.04(b) of the Credit Agreement; (iv) appoints and authorizes the      
Co-Agents (including any such Agent in its capacity as Administrative Agent     
and/or Collateral Agent) to take such action as agent on its behalf and to      
exercise such powers under the Credit Agreement and the other Credit Documents  
as are delegated to a Co-Agent, the Administrative Agent or the Collateral      
Agent, as the case may be, by the terms thereof, together with such powers as   
are reasonably incidental thereto; [and] (v) agrees that it will perform in     
accordance with their terms all of the obligations which by the terms of the    
Credit Agreement are required to be performed by it as a Bank [; and (vi) to    
the extent legally entitled to do so, attaches the forms described in the last  
sentence of Section 13.04(b) of the Credit Agreement].11                        

     4.  Following the execution of this Assignment and Assumption
Agreement by the Assignor and the Assignee, an executed original hereof         
(together with all attachments) will be delivered to the Administrative Agent.  
The effective date of this Assignment and Assumption Agreement shall be the     
date (the "Settlement Date") on which all of the following conditions shall     
have been satisfied:  (i) the Assignor and the Assignee shall have executed a   
counterpart hereof, (ii) BTCo and the Company shall have consented hereto to    
the extent required by Section 13.04(b) of the Credit Agreement and (iii) the   
Administrative Agent shall have received the administrative fee (if             
applicable) referred to in such Section 13.04(b), unless otherwise specified    
in Item 5 of Annex I hereto.                                                    

        5.  Upon the delivery of a fully executed original hereof to the
Administrative Agent, as of the Settlement Date, (i) the Assignee shall be a    
party to the Credit Agreement and, to the extent provided in this Assignment    
and Assumption Agreement, have the rights and obligations of a Bank thereunder  
and under the other Credit Documents and (ii) the Assignor shall, to the        
extent provided in this Assignment and Assumption Agreement, relinquish its     
rights and be released from its obligations under the Credit Agreement and the  
other Credit Documents.                                                         

       6.  It is agreed that the Assignee shall be entitled to (x) all
interest on the Assigned Share of the Loans at the rates specified in Item 6    
of Annex I; (y) all Commitment Commission (if applicable) on the Assigned       
Share of the Total Commitment at the rate specified in Item                     

----------------                                                                
11/   If the Assignee is organized under the laws of a                          
juridiction outside the United States.                                          

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7 of Annex I hereto; and (z) all Letter of Credit Fees (if applicable) on the   
Assignee's participation in all Letters of Credit at the rate specified in      
Item 8 of Annex I hereto, which, in each case, accrue on and after the          
Settlement Date, such interest and, if applicable, Commitment Commission and    
Letter of Credit Fees, to be paid by the Administrative Agent directly to the   
Assignee.  It is further agreed that all payments of principal made on the      
Assigned Share of the Loans which occur on and after the Settlement Date will   
be paid directly by the Administrative Agent to the Assignee.  Upon the         
Settlement Date, the Assignee shall pay to the Assignor an amount specified by  
the Assignor in writing which represents the Assigned Share of the principal    
amount of the respective Loans made by the Assignor pursuant to the Credit      
Agreement which are outstanding on the Settlement Date, net of any closing      
costs, and which are being assigned hereunder.  The Assignor and the Assignee   
shall make all appropriate adjustments in payments under the Credit Agreement   
for periods prior to the Settlement Date directly between themselves on the     
Settlement Date.                                                                

      7.  THIS ASSIGNMENT AND ASSUMPTION AGREEMENT SHALL BE GOVERNED
BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.        

     IN WITNESS WHEREOF, the parties hereto have caused their duly
authorized officers to execute and deliver this Assignment and Assumption       
Agreement, as of the date first above written, such execution  also being made  
on Annex I hereto.                                                              

Accepted this _____ day [NAME OF ASSIGNOR]                                      
of _______, 19__        as Assignor                                             

           By_____________________________
Title:          

[NAME OF ASSIGNEE]  
as Assignee         

           By_____________________________
Title:          
Acknowledged and Agreed:                                                        

BANKERS TRUST COMPANY                                                           

By________________________                                                      
Title:                                                                      

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COLTEC INDUSTRIES INC                                                           

By:_______________________                                                      
Title:                                                                    

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ANNEX FOR ASSIGNMENT AND ASSUMPTION AGREEMENT         

ANNEX I         

1.    Borrower:  Coltec Industries Inc                                          

2.    Name and Date of Credit Agreement:                                        

    Credit Agreement, dated as of March 24, 1992 and amended and restated as
  of January ___, 1994, among Coltec Industries Inc, the Banks from time
to time party thereto, the Co-Agents and Bankers Trust Company, as  
Administrative Agent.                                               

3.    Date of Assignment Agreement:                                             

4.    Amounts (as of date of item #3 above):                                    

                                    COMMITMENT

a.  Aggregate Amount for all Banks                $___________              

b.  Assigned Share                                 ___________%             

c.  Amount of Assigned Share                      $___________              

5.    Settlement Date:                                                          

6.    Rate of Interest        As set forth in Section 1.08                      
    to the Assignee:        of the Credit Agreement (unless otherwise agreed
                  to by the Assignor and the Assignee)12

--------------------------                                                      
12/   The Company and the Administrative Agent shall direct                     
the entire amount of the interest to the Assignee at the                        
rate set forth in Section 1.08 of the Credit Agreement,                         
with the Assignor and Assignee effecting the agreed upon                        
sharing of the interest through payments by the Assignee to                     
the Assignor.                                                                   

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7.    Commitment Commission   As set forth in Section 3.01(a) of the Credit     
                        Agreement (unless otherwise agreed to by the
         Assignor and the Assignee) 13

8.    Letter of Credit        As set forth in Section 3.01(b)                   
Fees to the             of the Credit Agreement (unless             
Assignee:               otherwise agreed to by the Assignor and the 
Assignee)14         

9.    Notice:                                                                   

ASSIGNOR:                                                     

_____________________                                   
_____________________                                   
_____________________                                   
_____________________                                   
Attention:                                              
Telephone:                                              
Telecopier:                                             
Reference:                                              

ASSIGNEE:                                                     

_____________________                                   
_____________________                                   

----------------------------                                                    
13/   The Company and the Administrative Agent shall direct                     
the entire amount of the Commitment Commission to the                           
Assignee at the rate set forth in Section 3.01(a) of the                        
Credit Agreement, with the Assignor and the Assignee                            
effecting the agreed upon sharing of Commitment Commission                      
through payment by the Assignee to the Assignor.                                

14/   The Company and the Administrative Agent shall direct                     
the entire amount of the Letter of Credit Fees to the                           
Assignee at the rate set forth in Section 3.01(b) of the                        
Credit Agreement, with the Assignor and the Assignee                            
effecting the agreed upon sharing of Letter of Credit Fees                      
through payment by the Assingee to the Assignor.                                

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_____________________                                   
_____________________                                   
Attention:                                              
Telephone:                                              
Telecopier:                                             
Reference:                                              

Payment Instructions:                                               

ASSIGNOR:                                                     

_____________________                                   
_____________________                                   
_____________________                                   
_____________________                                   
Attention:                                              
Reference:                                              

ASSIGNEE:                                                     

_____________________                                   
_____________________                                   
_____________________                                   
_____________________                                   
Attention:                                              
Reference:                                              

Accepted and Agreed:                                                            

[NAME OF ASSIGNEE]                    [NAME OF ASSIGNOR]                        

By_______________________     By______________________                          
_______________________          ______________________                     
(Print Name and Title)           (Print Name and Title)                     

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CREDIT PARTIES' ACKNOWLEDGEMENT           

  ACKNOWLEDGEMENT, dated as of January 11, 1994, made by the
undersigned (each a "Credit Party" and collectively, the "Credit Parties").     
Except as otherwise defined herein, terms used herein and defined in the        
Amended and Restated Credit Agreement (as hereinafter defined) shall be used    
herein as so defined.                                                           

W I T N E S S E T H :                             
-------------------                               

       WHEREAS, Coltec Industries Inc, a Pennsylvania corporation (the
"Company"), the Banks from time to time party thereto, Bankers Trust Company,   
Chemical Bank (as successor by merger to Manufacturers Hanover Trust Company),  
Barclays Bank PLC, New York Branch, and Credit Lyonnais New York Branch, as     
Agents, and Bankers Trust Company, as Administrative Agent (in such capacity,   
the "Administrative Agent"), have entered into a Credit Agreement, dated as of  
March 24, 1992 (as modified, supplemented or amended to, but not including,     
the date hereof, the "Original Credit Agreement");                              

  WHEREAS, each Subsidiary Pledgor has entered into a Pledge
Agreement, dated as of March 24, 1992 (as modified, supplemented or amended     
from time to time, the "Subsidiaries Pledge Agreement") with the Collateral     
Agent for the benefit of the Secured Creditors;                                 

     WHEREAS, each Subsidiary Assignor has entered into a Security
Agreement, dated as of March 24, 1992 (as modified, supplemented or amended     
from time to time, the "Subsidiaries Security Agreement") with the Collateral   
Agent for the benefit of the Secured Creditors;                                 

       WHEREAS, each Subsidiary Guarantor has entered into a Guaranty,
dated as of March 24, 1992 (as modified, supplemented or amended from time to   
time, the "Subsidiaries Guaranty") in favor of the Creditors (as defined        
therein);                                                                       

        WHEREAS, each Domestic Subsidiary has entered into an Assignment
for Security in U.S. Trademarks, executed April 1, 1992 (as modified,           
supplemented or amended from time to time, the "Trademark                       

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Assignment") in favor of the Collateral Agent for the benefit of the Secured    
Creditors;                                                                      

        WHEREAS, each Domestic Subsidiary has entered into an Assignment
for Security in U.S. Patents, dated as of April 1, 1992 (as modified,           
supplemented or amended from time to time, the "Patent Assignment" in favor of  
the Collateral Agent for the benefit of the Secured Creditors, and              
collectively with the Subsidiaries Pledge Agreement, the Subsidiaries           
Guaranty, the Subsidiaries Security Agreement and the Trademark Assignment,     
the "Credit Documents") in favor of the Collateral Agent for the benefit of     
the Secured Creditors;                                                          

   WHEREAS, the Company, various Banks from time to time party
thereto, the Co-Agents and the Administrative Agent are amending and restating  
the Original Credit Agreement pursuant to a Credit Agreement, dated as of       
March 24, 1992 and amended and restated as of January 11, 1994 (as modified,    
supplemented or amended from time to time, the "Amended and Restated Credit     
Agreement");                                                                    

          WHEREAS, it is a condition to the effectiveness of the Amended and
Restated Credit Agreement and the making and/or maintaining of Loans and the    
issuance of Letters of Credit thereunder, that each Credit Party shall have     
executed and delivered this Acknowledgement; and                                

WHEREAS, each Credit Party will obtain benefits from the
incurrence and/or maintenance of Loans by the Company and the issuance of       
Letters of Credit for the account of the Company under the Amended and          
Restated Credit Agreement and, accordingly, desires to execute this             
Acknowledgement in order to satisfy the conditions described in the preceding   
paragraph;                                                                      

   NOW, THEREFORE, in consideration of the foregoing and other
benefits accruing to each Credit Party, the receipt and sufficiency of which    
are hereby acknowledged, each Credit Party hereby makes the following           
representations and warranties to the Secured Creditors and hereby covenants    
and agrees with each Secured Creditor as follows:                               

       15.  Each Credit Party acknowledges and agrees to the amendment
and restatement of the Original Credit Agreement pursuant to the Amended and    
Restated Credit Agreement and further agrees, that after the occurrence of the  
Restatement Effective Date, all Credit Documents theretofore executed and       
delivered by such Credit Party shall remain in full force and effect (and       
shall guaranty or secure, as the case may be, all Obligations under and         
pursuant to the Amended and Restated Credit Agreement).                         

          16.   Each Credit Party party to the Subsidiaries Pledge Agreement
acknowledges and agrees that the terms "Initial Borrowing Date" and             
"Transaction" contained in the fourth sentence of Section 1 of the              
Subsidiaries Pledge Agreement shall be deemed hereafter to have the respective  
meanings ascribed thereto under the Original Credit Agreement (without giving   
effect to the Restatement Effective Date).                                      

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  17.   Each Credit Party party to the Subsidiaries Guaranty
acknowledges and agrees that the terms (x) "Initial Borrowing Date" contained   
in the second sentence of Section 1 and the fourth sentence of Section 7 and    
(y) "Transaction" contained in the second sentence of Section 1 of the          
Subsidiaries Guaranty shall be deemed hereafter to have the respective          
meanings ascribed thereto under the Original Credit Agreement (without giving   
effect to the Restatement Effective Date).                                      

  18.   Each Credit Party party to the Subsidiaries Security
Agreement acknowledges and agrees that the term "Initial Borrowing Date"        
contained in Section 7.4(h) and in the definition of "New York Mortgage" in     
Article IX of the Subsidiaries Security Agreement shall be deemed hereafter to  
have the meaning ascribed thereto under the Original Credit Agreement (without  
giving effect to the Restatement Effective Date).                               

       19.   Each Credit Party party to the Company Security Agreement
acknowledges and agrees that the term "Initial Borrowing Date" contained in     
the Company Security Agreement shall be deemed hereafter to have the meaning    
ascribed thereto under the Original Credit Agreement (without giving effect to  
the Restatement Effective Date).                                                

          20.   Each Credit Party party to the Subsidiaries Pledge Agreement
acknowledges and agrees that the reference to "Section 8.12 of the Credit       
Agreement" contained in the last sentence of Section 2 of the Subsidiaries      
Pledge Agreement shall be deemed hereafter to be a reference to Section 8.11    
of the Amended and Restated Credit Agreement.                                   

         21.  This Acknowledgement shall be binding upon each Credit Party
and its successors and assigns.                                                 

       22.  THIS ACKNOWLEDGEMENT AND THE RIGHTS AND OBLIGATIONS OF THE
PARTIES HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE     
LAW OF THE STATE OF NEW YORK.                                                   
  23.  This Acknowledgement 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.                                           

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IN WITNESS WHEREOF, each Credit Party has caused this   
Acknowledgement to be executed and delivered as of the date first above         
written.                                                                        

By:__________________________                                                   

as Vice President and Treasurer of the following subsidiaries:                  

CII HOLDINGS INC                                                                
COLTEC TECHNICAL SERVICES                                                       
INC                                                                         
DELAVAN-DELTA, INC.                                                             
DELAVAN INC                                                                     
GARLOCK INC                                                                     
GARLOCK INTERNATIONAL INC                                                       
GARLOCK OVERSEAS CORPORATION                                                    
PENNSYLVANIA COAL & COKE                                                        
CORPORATION                                                                 
STEMCO INC                                                                      
THE ANCHOR PACKING COMPANY                                                      
WALBAR INC                                                                      

Attested to:                                                                    

By __________________________                                                   
Title:                                                                      

Accepted and Agreed to:                                                         

BANKERS TRUST COMPANY, as                                                       
Collateral Agent and                                                        
as Administrative Agent                                                     
for the Banks                                                               

By __________________________                                                   
Title:                                                                      

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                                                                       EXHIBIT L

                                       OUTSTANDING LETTERS OF CREDIT

I.    Letters of Credit                                                         
-----------------                                                   

                                                                [Download Table]


Issuance                                                    
  DATE    Issuing Institution  Number  Beneficiary  Division
--------  -------------------  ------  -----------  --------
                                                            


II.   Non-Facility Letters of Credit                                            

                                                                [Download Table]


Issuance                                                    
  DATE    Issuing Institution  Number  Beneficiary  Division
--------  -------------------  ------  -----------  --------